SEC v. Lawrence Anthony DiMatteo; Vadim Komissarov; Lottery.com, Inc.; Matthew Clemenson; and Ryan Dickinson, No. 1:26-cv-00603, Southern District of New York (Jan. 23, 2026) — Complaint

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UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE COMMISSION,

Plaintiff,
        Civ. Action No. 1:26-cv-603

v.

LAWRENCE ANTHONY DIMATTEO; VADIM
KOMISSAROV; LOTTERY.COM, INC.;
MATTHEW CLEMENSON; and RYAN
DICKINSON,

JURY TRIAL DEMANDED

Defendants.

COMPLAINT

The Securities and Exchange Commission (“Commission”) alleges as follows against

Defendants Vadim Komissarov (“Komissarov”), Lawrence Anthony DiMatteo (“DiMatteo”),

Lottery.com, Inc. (“Lottery”), Matthew Clemenson (“Clemenson”), and Ryan Dickinson

(“Dickinson”):

1. From November 2020 through May 2022, Komissarov, DiMatteo, Clemenson, and

Dickinson engaged in a fraudulent scheme to mislead and defraud investors in Lottery, which was

in the business of selling lottery tickets online, and Trident Acquisitions Corp. (“Trident”), a

special purpose acquisition company (“SPAC”) with which Lottery’s predecessor/subsidiary

merged in October 2021.  Komissarov, who was the Chief Executive Officer of Trident, planned

and executed the scheme with DiMatteo (Lottery’s co-founder and CEO), Clemenson (Lottery’s

other co-founder and Chief Revenue Officer), and Dickinson (Lottery’s President and ultimately

Chief Financial Officer) (collectively, “the Lottery executives”).

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2. In November 2020, AutoLotto, Inc. d/b/a Lottery.com was a private company

struggling to generate revenue when it was introduced to Komissarov, a sponsor of SPAC vehicles,

including Trident.  For its part, Trident faced a regulatory deadline to complete a merger with a

private company, such as Lottery.com.  If Trident failed to complete a merger by the deadline,

Trident would be required to dissolve and return to investors over $60 million held in trust, and

Komissarov stood to personally lose millions.  The individual Defendants discussed – and

subsequently agreed – to merge Lottery.com into Trident, the SPAC, after which Trident would be

renamed Lottery.com, Inc. which would be a public company.

3. After the Lottery executives informed Komissarov of Lottery’s dire financial

condition, and that most of its anticipated revenue for 2020 was at risk, Komissarov planned and

executed – with the participation of DiMatteo, Clemenson, and Dickinson – a phony $9 million

transaction to falsely inflate Lottery’s revenue.  The scam involved borrowed money and a series

of escrow transfers whereby Lottery purportedly received $9 million for valueless customer data

and then used that $9 million to overpay for two Mexican businesses and, thus, return the $9

million to its source.  Lottery’s executives never intended to provide $9 million in goods or services

and understood that they could not use the $9 million, but this did not stop the company from

booking the revenue.  At Komissarov’s direction, and with his participation, DiMatteo, Clemenson,

and Dickinson executed the phony transactions, overstated the acquisition cost of the Mexican

entities, and created documentation for Lottery’s auditors to make both deals appear to be bona

fide.

4. Additionally, in the weeks before Trident merged with Lottery, at Komissarov’s

urging, the Lottery executives engaged in a second scam to falsely inflate Lottery’s revenue – a

$30 million sale of advertising credits – which DiMatteo touted to investors.  After Lottery became

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a public company, DiMatteo, Clemenson, and Dickinson executed two additional bogus sales –

totaling over $35 million – with the same complicit counterparty, and obtained an undisclosed $30

million line of credit to create the appearance that the counterparty had paid for the initial sale.

These transactions caused Lottery to overstate its 2021 revenues by more than 300% and its

revenues for the first quarter of 2022 by nearly 800%.

5. In carrying out this scheme, Komissarov, DiMatteo, Clemenson, and Dickinson

made – or aided and abetted the making of – material misrepresentations concerning Lottery’s

financial results, assets, and the growth of its business in Commission filings, press releases, and

other public statements before and after the merger with Trident.  They did so to attract investors

to Trident/Lottery, to convince Trident shareholders not to redeem their shares prior to the merger

with Lottery, and to enrich themselves.  Komissarov also directed and participated in the deceitful

conduct to avoid millions of dollars in personal losses if Trident failed to complete a merger and

to attempt to bolster the stock price afterward.

6. By engaging in the conduct described herein:

a. Lottery, Komissarov, DiMatteo, Clemenson, and Dickinson violated the antifraud

provisions of Sections 17(a) of the Securities Act of 1933 (“Securities Act”)

[15 U.S.C. § 77q(a)] and Section 10(b) and Rule 10b-5 of the Securities Exchange

Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b) and 17 C.F.R. § 240.10b-5];

b. DiMatteo, Clemenson, and Dickinson violated the internal controls and books and

records provisions of Section 13(b)(5) of the Exchange Act [15 U.S.C. § 78m(b)(5)]

and Exchange Act Rule 13b2-1 [17 C.F.R. § 240.13b2-1];

c. DiMatteo and Dickinson violated the lying to accountants provision of Exchange

Act Rule 13b2-2 [17 C.F.R. §240.13b2-2];

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d. DiMatteo and Dickinson violated the certification provision of Exchange Act Rule

13a-14 [17 C.F.R. § 240.13a-14];

e. Komissarov, DiMatteo, Clemenson, and Dickinson violated the proxy provisions

of Section 14(a) of the Exchange Act and Rule 14a-9 thereunder [15 U.S.C. § 78n(a)

and 17 C.F.R. § 240.14a-9];

f. Lottery violated the reporting, books and records, internal controls, and proxy

provisions of Sections 13(a), 13(b)(2)(A), 13(b)(2)(B), and 14(a) of the Exchange

Act [15 U.S.C. §§ 78m(a), 78m(b)(2)(A)-(B), and 78n(a)] and Exchange Act Rules

12b-20, 13a-1, 13a-11, 13a-13, and 14a-9 [17 C.F.R. §§ 240.12b-20, 240.13a-1,

240.13a-11, 240.13a-13, and 240.14a-9]; and

g. DiMatteo, Clemenson, and Dickinson aided and abetted Lottery’s violations of the

antifraud provisions of Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)] and

Lottery’s violations of the antifraud, reporting, books and records, internal controls,

and proxy provisions of Sections 10(b), 13(a), 13(b)(2)(A), 13(b)(2)(B), and 14(a)

of the Exchange Act [15 U.S.C. §§ 78j(b), 78m(a), 78m(b)(2)(A)-(B), and 78n(a)]

and Exchange Act Rules 10b-5, 12b-20, 13a-1, 13a-11, 13a-13, and 14a-9 [17

C.F.R. §§ 240.10b-5, 240.12b-20, 240.13a-1, 240.13a-11, 240.13a-13, and

240.14a-9].

7. The Commission seeks injunctive relief, disgorgement of ill-gotten gains,

prejudgment interest, civil penalties, and other appropriate and necessary equitable relief.  The

Commission also seeks officer and director bars for Komissarov, DiMatteo, Clemenson and

Dickinson.

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JURISDICTION AND VENUE

8. This Court has jurisdiction over this action pursuant to Sections 20 and 22 of the

Securities Act [15 U.S.C. §§ 77t and 77v] and Sections 21 and 27 of the Exchange Act [15 U.S.C.

§§ 78u and 78aa].

9. Venue is proper in this judicial district pursuant to Section 22 of the Securities Act

[15 U.S.C. § 77v(a)] and Section 27 of the Exchange Act [15 U.S.C. § 78aa] because certain of

the acts or transactions constituting violations alleged herein occurred in this judicial district.  In

addition, Komissarov is an inhabitant of this district, and all Defendants transacted business here.

10. Komissarov, DiMatteo, Clemenson, Dickinson, and Lottery, directly and indirectly,

made use of the mails and of the means or instrumentalities of interstate commerce in connection

with the acts, practices, and courses of business described in this Complaint.

DEFENDANTS

11. Vadim Komissarov, age 53, is a resident of New York, New York.  From June 1,

2018 through October 2021, Komissarov was the CFO and a director of Trident.  On November

18, 2020, Komissarov became the CEO of Trident, a position he held until the merger with Lottery

on October 29, 2021.

12. Lawrence Anthony DiMatteo, age 46, is a resident of Austin, Texas.  DiMatteo was

a co-founder of the company that eventually became Lottery.  From 2015 through July 2022,

DiMatteo was the CEO of Lottery and its predecessor entities.  DiMatteo asserted his Fifth

Amendment rights and refused to answer substantive questions from SEC staff about the

transactions and misrepresentations alleged herein.

13. Matthew Clemenson, age 42, is a resident of San Francisco, California.  Clemenson

was a co-founder of the company that eventually became Lottery.  From 2015 through July 2022,

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Clemenson held various senior executive roles and, at the time of his resignation, was Lottery’s

Chief Revenue Officer.

14. Ryan Dickinson, age 46, is a resident of Irvine, California.  Dickinson was

employed by Lottery and its predecessor from September 2018 through July 2022.  Dickinson was

employed in various executive roles and, at the time of his termination, was Lottery’s President,

Treasurer, and CFO.

15. Lottery is a Delaware corporation with its principal executive offices in Fort Worth,

Texas.  In 2015, DiMatteo and Clemenson founded and operated AutoLotto, Inc., which did

business under the name “Lottery.com.” In October 2021, AutoLotto, Inc. merged with a

subsidiary of Trident Acquisition Corporation (“Trident”), a blank check or SPAC that went public

via an initial public offering (“IPO”) on June 1, 2018, with shares listed and traded on the Nasdaq

Capital Market under the symbol “TDAC.”  When the October 2021 merger occurred, Trident re-

named itself Lottery.com, Inc.  and changed its ticker symbol to “LTRY.”  Until July 2022, Lottery

was primarily in the business of selling lottery tickets online through applications the company

developed.  In or around August 2022, Lottery furloughed most employees and ceased core

operations.  Lottery’s common stock is registered with the Commission pursuant to Exchange Act

Section 12(b) and currently trades on Nasdaq under the ticker symbol “SEGG.”

FACTS

16. From its IPO and related offerings in 2018, Trident raised over $205 million.

Trident had no operations and, as a SPAC, Trident sought a private entity with which to merge,

thereby making the private entity a publicly traded company.  From June 2018 through early 2020,

Trident unsuccessfully attempted to find a merger candidate in the oil and gas business.  In early

2020, Trident changed its focus to clean energy, but again was unsuccessful.  On three occasions

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prior to November 2020, Trident required – and obtained – shareholder approval to extend the time

for concluding a business combination.  As a result of the delays and extensions, Trident

shareholders had the ability to redeem their shares for cash from the trust containing the proceeds

of the IPO, and many shareholders did.  These redemptions significantly reduced the amount in

the trust.  When the merger occurred in October 2021, Trident had only about $63.5 million in the

trust.

17. By November 2020, Trident faced a looming deadline to complete a business

combination under regulatory rules.  If Trident failed to find a target company and complete a

merger (or further extend the deadline), Trident would have to liquidate and return to investors the

money held in trust.  If this occurred, Komissarov and Trident’s other founders – who owned some

of Trident’s stock, had funded Trident’s search for merger candidates and related due diligence

activities, and had loaned money to Trident – would incur significant losses.  As explained in

Trident’s pre-merger Proxy statement, “the beneficial ownership of the Initial Stockholders (which

include all of [Trident’s] directors and officers) of an aggregate of 6,181,250 shares of Common

Stock .  .  .  would become worthless if [Trident] does not complete a business combination within

the applicable time period, as the Initial Stockholders have waived any right to redemption with

respect to these shares.”  Komissarov beneficially owned approximately 200,000 shares, which

were valued at over $2 million prior to the merger based upon the market price of Trident’s stock.

18. Further, if Trident did not complete a merger, its directors, including Komissarov,

would not receive reimbursement for certain expenses incurred by them on Trident’s behalf.

Komissarov had provided more than $1.4 million for such expenses.  Komissarov’s associates

stood to lose millions more.

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Komissarov Met Lottery and Devised a Scheme to
Falsely Inflate Lottery’s Financial Results

19. In or around early November 2020, facing the looming merger deadline and the

prospect of liquidating Trident, Trident’s founders, including Komissarov, were introduced to

DiMatteo and Clemenson.  At the time, Lottery was bordering on insolvency and seeking new

investment capital to stay afloat.  During the first half of 2020, Lottery had hired additional staff

to expand its operations.  However, as the year progressed, Lottery failed to increase revenues

substantially and, by September 2020, was having difficulty making payroll.  Prior to meeting

Komissarov and the other Trident founders, Lottery was floundering financially, and its biggest

source of projected revenue was a company that itself lacked funding.

20. After the introduction, DiMatteo provided Lottery’s unaudited financial statements

and projections to Komissarov and others at Trident.  During negotiations in November 2020,

DiMatteo, Clemenson, and Dickinson informed Komissarov and other Trident founders that

Lottery needed money to continue operations and that, although Lottery’s projections showed over

$17 million in anticipated revenue for the year ending December 31, 2020, most of that revenue

was at risk.  They informed Komissarov that Lottery had expected a business partner, Company

A, to provide $1 million of revenue per month, but Lottery had not received any revenue from

Company A for over eight months.

21. Komissarov, who had significant financial incentives to complete a merger, told the

Lottery executives that he could help with the lack of revenue.  Komissarov also informed the

Lottery executives that, to generate investor interest and close a merger, Trident and Lottery would

need to convince investors that Lottery’s business and revenues were growing quickly quarter-

over-quarter.  Lottery’s executives, who were desperate for capital and had no prior experience as

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officers of a public company or taking a company public, accepted Komissarov’s representations

and guidance wholesale.

22. Beginning in mid-December 2020, Komissarov devised – and communicated to

the Lottery executives – a scheme to attract investor interest in Lottery by creating a façade of

revenue and asset growth.  The Lottery executives had no experience dealing with SPACs or

preparing financial statements in conformance with GAAP and relied heavily on Komissarov.

DiMatteo, Clemenson, and Dickinson discussed Komissarov’s plan, whether it would work, and

the steps they would take to execute it – and, in late December 2020, agreed to proceed.  They

followed Komissarov’s plans and instructions, described below, because they saw a merger with

Trident as a lifeline for their struggling private company and its investors.

23. To carry out this fraud, and the subsequent sham transactions, the individual

defendants communicated primarily through a private messaging app that was purposefully set to

automatically delete their messages after a short period of time.  They did so to avoid creating a

record of their communications.

24. Komissarov’s scheme initially had three primary components: 1) creating false

revenue for Lottery; 2) spreading out that revenue over several quarters to create the appearance

of rapid, consistent growth for Lottery; and 3) “spending” the fictious cash from the phony

revenue to inflate Lottery’s value.  As detailed below, Komissarov borrowed money for a false

revenue transaction and arranged for the funds to be transferred among various parties to create

the false appearance of a payment for an actual sale.  Komissarov then advised the Lottery

executives on re-structuring the phony sale to spread the revenue over three quarters.  At the

same time, Komissarov directed the Lottery executives to pursue an acquisition, using a

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middleman (i.e., an entity Komissarov identified) to inflate the purchase price – which Lottery

“paid” by returning the borrowed funds to the middleman.

25. In or around mid-December 2020, Komissarov detailed to the Lottery executives

how Lottery could generate fake revenue with a compliant counterparty.  Komissarov said that

an acquaintance, identified as “M.I.”, had $9 million in escrow and would allow Komissarov to

borrow it for 30 days.  Komissarov outlined how the money could be loaned to Company A,

which would enter into a phony purchase agreement with Lottery and then transfer the borrowed

money to Lottery as payment.  Lottery would record the transaction, hold the money in escrow at

year-end to create the appearance of having an additional $9 million in cash/assets, and then

return the money to M.I. in January 2021.  Lottery would also claim that its return of the money

was a cash payment toward an acquisition.

26. In short, Komissarov’s plan involved a circular transfer of money for a sham

transaction that had no economic substance.  At the time he conceived and – with the assistance

of DiMatteo, Clemenson, and Dickinson – executed the plan.  Komissarov, DiMatteo,

Clemenson, and Dickinson knew, or was reckless in not knowing, that the money transfers would

create a false appearance: that a customer had paid $9 million to Lottery for data/services and

that Lottery then used the $9 million to acquire assets of similar value.  In carrying out the

scheme, Komissarov, DiMatteo, Clemenson, and Dickinson sought to deceive investors about

Lottery’s financial status so they could complete the business combination and minimize

shareholder redemptions from the Trident SPAC.

Round-trip Transaction with Company A: Creating False Revenue Using Borrowed Money in
an Escrow Account and Spending the Fictious Revenue on an Acquisition at an Inflated Price

27. Per Komissarov’s instructions, in December 2020, Clemenson arranged for

Company A to send a Statement of Work for a $9 million purchase from Lottery.  This document

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was a sham because Company A did not have $9 million, nor did it intend to obtain goods or

services from Lottery.  At the time, Komissarov, DiMatteo, Clemenson, and Dickinson knew, or

were reckless in not knowing, that Lottery was not engaging in a genuine sale, but was merely

creating the appearance of a transaction to generate fake revenue.

28. In or around late December 2020, Komissarov informed the Lottery executives

that M.I.’s money was in an escrow account at a law firm in Massachusetts (“Law Firm”).

Komissarov also told Lottery executives that M.I. agreed to loan the money on the condition that

it had to remain in the escrow account.  Neither Lottery nor Company A could withdraw or use

the money.

29. Komissarov directed the Lottery executives to have Lottery and Company A enter

into escrow agreements with the Law Firm to facilitate the money transfers.  These transfers

were simply bookkeeping entries in the Law Firm’s escrow records supported by transfer

instructions from the lender, Company A, and Lottery.  At the time that Komissarov directed the

transfers, he knew, or was reckless in not knowing, that Company A and Lottery were not

engaging in a legitimate business transaction.

30. In or around late December 2020, DiMatteo and Clemenson discussed the purpose

of the escrow arrangement, and, on December 24, 2020, they each signed the corporate

resolution authorizing Lottery to enter into an Escrow Agreement with the Law Firm.  At the

time, DiMatteo and Clemenson knew, or was reckless in not knowing, that the purpose of using

the escrow account was to conceal that the sale to Company A was bogus, that Lottery would not

provide $9 million of goods or services to Company A, and that Lottery would not actually

receive or be able to use the $9 million.

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31. On December 27, 2020, the Law Firm’s principal emailed a “draft escrow

disbursement request” even though, at the time, Lottery had no money in the escrow account.

The disbursement request, which Komissarov drafted or was involved in drafting, was for $9

million to be transferred from Lottery to M.I.  The following day, prior to Lottery being credited

with any money, Clemenson signed the instructions.  In effect, before the round-trip transfer of

money had begun, Lottery agreed to return the money.

32. On December 29, 2020, the Law Firm’s principal confirmed “receipt of $9 million

into the [Lottery] escrow account” and conveyed an account statement, showing a “Transfer to

[Lottery], per [Company A’s] instructions.”  Subsequently, in its financial statements for 2020,

which Lottery provided to its auditor and investors, Lottery included $8.95 million held in

escrow at the Law Firm (the $9 million minus a $50,000 fee), thereby materially overstating its

assets and cash holdings.  At the time, Komissarov, DiMatteo, Clemenson, and Dickinson knew,

or were reckless in not knowing, that the $8.95 million was borrowed money that Lottery did not

control.

33. On January 25, 2021, at Komissarov’s direction, Clemenson sent escrow transfer

instructions to the Law Firm, directing that $9 million be transferred to an entity identified by

Komissarov.  Per Komissarov’s plan, Lottery claimed that this transfer was a partial payment for

an acquisition of 80% ownership of two Mexican entities.  Clemenson and Dickinson have since

acknowledged that the partial payment was a ruse – a cover story to return the borrowed money

to its source.

34. Komissarov, DiMatteo, Clemenson, and Dickinson knew, or were reckless in not

knowing, that the transaction and transfers were phony and that the disclosures of this false

information would mislead investors and Lottery’s auditor about the company’s financial results

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and revenue growth.  Nevertheless, Komissarov included Lottery’s misstated financial results

and the inflated cost of the acquisition in a Registration Statement on Form S-4 that Trident filed

with the Commission on July 6, 2021 (and that Komissarov signed), in other amended Form S-4

filings with the Commission, and in Trident’s Proxy Statement/Prospectus filed with the

Commission on October 18, 2021.  For their part, under the Merger Agreement executed with

Trident in February 2021, Lottery was responsible for providing information for Trident’s

Registration Statement, Proxy Statement, and other filings that did not contain any untrue or

misleading statements.  The Lottery executives provided or allowed the false information to be

provided to Trident for inclusion in the filings.  Further, the Lottery executives and Komissarov

knew that their names would be used in Trident’s Proxy Statement/Prospectus filed with the

Commission and sent to Trident’s shareholders.

Revising the Statement of Work to Spread Out the Phony Revenue from the Round-trip
Transaction with Company A

35. The Statement of Work that Company A sent to Lottery in December 2020 for a

$9 million purchase did not include any time periods for performance and, thus, created

uncertainty as to when Lottery could recognize revenue for the “sale.”  In or around early

January 2021, Komissarov told the Lottery executives that the phony revenue should be spread

across three quarters to show consistent growth and instructed them to create a new Statement of

Work indicating that $2 million of goods/services were provided in late 2020, $2 million would

be provided in the first quarter of 2021, and the remaining $5 million performance obligation

would occur in the second quarter of 2021.

36. In February 2021, the Lottery executives created a new Statement of Work and

communicated with Company A about the modifications.  Consistent with Komissarov’s

instructions, the new Statement of Work set performance periods to spread the revenue across

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three financial quarters and was back-dated to December 2020.  The revised Statement of Work

contained the same $9 million purchase price, even though Lottery had not, and would not,

provide goods and services to Company A, which did not have the ability to pay.  To have proof

of delivery for an audit, Lottery sent a USB drive containing worthless data to an address in

Eastern Europe provided by Komissarov.  Neither Lottery nor Company A performed any

obligations under the original or new Statements of Work, nor did they exchange anything of

more than minimal value pursuant to those agreements.

37. Per Komissarov’s plan, for its year-end 2020 financial statements, Lottery

recorded the $9 million transaction and cash “payment,” and recognized $2 million in revenue

for partial performance of the transaction with Company A, which increased Lottery’s revenue

for 2020 by over 36%.  Lottery classified the remaining $7 million as deferred revenue, i.e.,

payment received for goods/services not yet provided.  Lottery recognized the deferred revenue

in its first quarter of 2021 ($2 million) and second quarter of 2021 ($5 million), thereby falsely

inflating Lottery’s financial results in those two quarters by at least 57%, and at least 90%,

respectively.

The Return of the Borrowed Funds, the Middleman, and the Mexican Acquisitions
to Spend the Fictious Money from the Round-trip Transaction with Company A

38. In early 2021, Lottery – directed by Komissarov and with the knowledge and

participation of DiMatteo, Dickinson, and Clemenson – had accomplished two of the scheme’s

three prongs.  Lottery, through the sham sale to Company A, had fabricated $9 million in phony

revenue, and had generated paperwork to create the appearance that this revenue was spread over

several quarters.  Problems remained, however: if Lottery was going to merge with Trident,

Lottery would be audited and would need to explain what happened to the $9 million in cash it

claimed to receive from the bogus sale.  Komissarov also needed to return the actual $9 million

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used in the scheme from the Law Firm’s escrow accounts back to the lender.  The solution to

these problems was another bogus transaction – the acquisition of two Mexican lottery

companies, at sham prices, that allowed Lottery to “spend” the fake sale proceeds and that

allowed Komissarov to return the cash to the lender.

39. During the previous month, the Lottery executives received confirmation that

Lottery could acquire 80% or 90% of the Mexican entities for about $1 million.  Komissarov told

Clemenson that the Mexican entities could be “worth” any amount and that a third-party could

purchase the entities and then sell them to Lottery at an artificially higher price.

40. Rather than Lottery acquiring the Mexican entities in a direct purchase, Komissarov

arranged for an entity in the Czech Republic (“Czech Company”) to act as a middleman by entering

into an agreement to acquire the Mexican entities for about $1 million.  The Czech Company would

then effectively sell the Mexican entities to Lottery for $10.5 million cash and hundreds of

thousands of shares of stock.  But Lottery would not actually pay $10.5 million.  Instead, Lottery

returned the $9 million in borrowed funds in the escrow account as partial payment to the Czech

Company, as directed by Komissarov.  Prior to participating in the scheme, DiMatteo, Clemenson,

and Dickinson discussed Komissarov’s plan, and all agreed to proceed.

41. On January 25, 2021, at Komissarov’s direction, Clemenson sent escrow transfer

instructions to the Law Firm, directing that $9 million be transferred to the Czech Company’s

“escrow account administered by [Law Firm].”  The instructions also “requested that [M.I.]

approves [sic] the revocation of the previous request and this new request by signing in the space

provided below.”

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42. Based on information and belief, around the same time, Komissarov arranged for

the loaned money to be returned through Company B, an entity in Las Vegas, Nevada.  Company

B was controlled by an associate of one of Trident’s directors.

43. On January 26, 2021, the Law Firm wired $8.95 million from the escrow account

to Company B’s account at a bank in Las Vegas.  Based upon information and belief, the $8.95

million wired to Company B was the money that Komissarov had arranged as a loan for purposes

of the phony revenue transaction described above in paragraphs 27 through 33 – minus a $50,000

fee paid to the Law Firm.

Komissarov Adopted a Pseudonym to Conceal His Identity

44. In or around late January 2021, Komissarov identified a Mexican Attorney to

represent both the Czech Company and Lottery in the acquisition of the Mexican entities.  The

Lottery executives agreed – and informed the Mexican Attorney – that Lottery would pay the legal

fees for both the Czech Company and Lottery.  The Czech Company identified “Vlad” (no last

name) as its “representative in North America” to negotiate on its behalf.

45. “Vlad” was actually Komissarov.  Because he was the CEO of Trident and was

engaging in a scam to inflate Lottery’s financial results and perceived value, Komissarov sought

to conceal his identity by adopting a pseudonym.  As “Vlad,” Komissarov participated in Zoom

calls and other communications to facilitate agreements for the Czech Company to acquire the

Mexican entities and then to “sell” those entities to Lottery at the inflated price.  DiMatteo,

Clemenson, and Dickinson knew that “Vlad” was Komissarov.  In fact, the Lottery executives

never met or communicated in person with anyone from the Czech Company.  All substantive

interactions with and involving the Czech Company were handled by Komissarov acting as

“Vlad.”

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46. On March 16, 2021, “Vlad” emailed Clemenson two executed letters of intent for

the Czech Company to acquire 80% of both Mexican entities for a combined $1.03 million.

47. On April 2, 2021, Lottery and the Czech Company signed a Share Purchase

Agreement, under which Lottery agreed to acquire the 80% ownership interest in both Mexican

entities for $10,530,000 cash “plus 228,702 shares of Lottery.com, corresponding to 2.667% of the

total outstanding shares of Lottery.com as of April 2, 2021.”  The amounts in this Agreement were

the same as the final terms that Trident disclosed in a Commission filing in September 2021,

though earlier Trident filings asserted that the “initial” consideration was just under $10 million.

48. In effect, rather than Lottery purchasing the 80% ownership interest in the Mexican

entities directly from their owners for about $1 million, Komissarov – with the assistance and

knowledge of the Lottery’s executives – arranged for the Czech Company to purchase the Mexican

assets and then sell them to Lottery at a huge mark-up.  Lottery did not pay $10.53 million in cash,

as claimed in Trident’s filings with the Commission; instead, prior to Trident’s merger with Lottery,

Lottery issued 228,702 shares of pre-merger stock to the Czech Company, as directed by

Komissarov.  Based upon information and belief, Lottery issued the stock to compensate

Komissarov’s associates for lending the $9 million for the phony deal with Company A and for

acting as the middleman in the acquisition of the Mexican entities.

49. Based on information and belief, in or around June 2021, Komissarov arranged for

a new entity, Company C, to be created, after which Komissarov directed that the Czech

Company’s right to obtain the 80% interest in the Mexican entities be transferred to Company C.

50. On June 30, 2021, Lottery paid $1.03 million to the owners of the Mexican entities

through the Law Firm’s escrow account.  Based on information and belief, the Czech Company

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never paid anything for the Mexican entities and in effect transferred to Lottery its ability to acquire

those entities.

51. On July 6, 2021, Trident filed a Form S-4 with the Commission, which Komissarov

signed as CEO of Trident.  In that filing, Trident stated that Lottery had acquired 80% ownership

of the Mexican entities by purchasing Company C for total initial consideration of $9.9 million

that “includes $9.4 million in cash and approximately $0.5 million in stock consideration (228,702

shares at Lottery.com’s stock price of $2.01 per share).”

52. At the time he signed the Form S-4, Komissarov knew, or was reckless in not

knowing, that the representations about Lottery’s purchase of 80% of the Mexican entities for over

$9 million in cash and stock were false and misleading because Lottery did not have – and had not

paid – over $9 million in cash for the acquisition.  Moreover, the misrepresentations led investors

to believe that Lottery had acquired a controlling interest in entities that were worth about $10

million, when the realistic value of those entities, as reflected by the amount actually paid, was

about $1 million.

53.  At the time that he signed the Form S-4 filing, Komissarov knew, or was reckless

in not knowing, that Lottery actually paid $1.03 million in total consideration to the Mexican

entities and that Lottery had agreed to issue the 228,702 shares of stock to an entity that

Komissarov designated.

54. Based upon information and belief, shortly before the Trident-Lottery merger in

October 2021, Komissarov directed Lottery to issue the 228,702 shares to the Czech Company.

When the Trident-Lottery merger occurred, the 228,702 shares of non-public Lottery stock

converted to 687,439 shares of publicly tradable Lottery stock, which was restricted from sale for

six months.

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55. In April 2022, prior to the stock becoming unrestricted, Komissarov arranged for

the 687,439 shares issued to the Czech Company to be transferred to a newly created entity,

Company D, which had been established and was controlled by the principal of the Law Firm

through which Komissarov had cycled the $9 million loan for the phony revenue transaction in

late 2020/early 2021.  Based upon information and belief, at Komissarov’s direction, the principal

of Law Firm sold approximately 480,000 shares of Lottery stock in May 2022, for total proceeds

of over $665,000.

56. Komissarov knew, or was reckless in not knowing, that his conduct in connection

with these schemes was unlawful.  In a phone call with Clemenson and Dickinson recorded by the

FBI, Komissarov acknowledged “if Trident and me specifically knew about [the Company A-

Mexico transactions], then, then I’m in deep, deep, deep, deep water.”

Material Misstatements in Trident’s Commission Filings and Press Releases Related to the
Round-trip Transaction with Company A

57. To present the merger to Trident’s shareholders for approval and to solicit investors,

Trident made a series of public filings with the Commission in 2021, typically signed by

Komissarov and with the knowledge of the Lottery executives, who were responsible for supplying

information about Lottery to Trident that did not contain any untrue statements of a material fact.

As a result of the sham transactions discussed above – which Komissarov directed and DiMatteo,

Clemenson, and Dickinson participated in – these filings were materially misleading in several

key ways.  As described below, the filings (a) overstated Lottery’s revenue and revenue growth;

(b) minimized Lottery’s actual losses (negative net income); and (c) falsely characterized Lottery’s

purchase of the Mexican entities, which impacted the value of those entities and inflated Lottery’s

assets.

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58. For example, on July 6, 2021, Trident filed a Form S-4 with the Commission, which

Komissarov signed as CEO of Trident.  At the time Komissarov signed and authorized the filing

of the Form S-4, Komissarov, DiMatteo, Clemenson, and Dickinson knew, or were reckless in not

knowing, that information supplied by Lottery that Trident included in the filing was materially

false concerning Lottery’s financial results and the initial consideration paid for the Mexican

entities.  Specifically, the Form S-4 indicated that:

a. Lottery’s annual revenue for 2020 was $7.46 million based on audited financial

statements.  At the time, Komissarov, DiMatteo, Clemenson, and Dickinson knew,

or were reckless in not knowing, that this figure was inflated by $2 million – or

over 36% – because of the phony revenue transaction involving Company A.

b. Lottery’s unaudited revenue for the first quarter of 2021 was $5.46 million.  At the

time, Komissarov, DiMatteo, Clemenson, and Dickinson knew, or were reckless in

not knowing, that this figure was also inflated by $2 million – or over 57% –

because of the phony revenue transaction involving Company A.

c. Lottery had acquired 80% ownership of the Mexican entities by purchasing

Company C for total initial consideration of $9.9 million that “includes $9.4 million

in cash and approximately $0.5 million in stock consideration (228,702 shares at

Lottery.com’s stock price of $2.01 per share).” At the time, Komissarov, DiMatteo,

Clemenson, and Dickinson knew, or were reckless in not knowing, that Lottery had

paid only $1.03 million to acquire the 80% ownership stakes.

59. Subsequent, amended Forms S-4 filed on August 12, 2021, September 17, 2021,

and October 5, 2021, were signed by Komissarov and contained similar material misstatements

about Lottery’s revenue and the costs of acquiring the Mexican entities.  DiMatteo, Clemenson,

and Dickinson provided or directed the provision of  the information concerning Lottery’s financial

results and the Mexican acquisitions that was included in these amended Forms S-4, and knew, or

were reckless in not knowing, that the information was materially false and misleading.

60. On August 2, 2021, Lottery and Trident issued a press release with Lottery’s

preliminary results for revenue for Q2 FY 2021.  Trident also filed a Form 8-K with the

Commission, signed by Komissarov, attaching the release and including it by reference.  In the

release, Lottery announced that, preliminarily, revenue for the quarter was expected to be “between

$9.1 million and $9.6 million on a reported basis” and that Lottery’s “sequential revenue growth

averaged approximately 87% per quarter, and the Company expects to achieve similar average

growth in the near term.” The release also quoted DiMatteo: “Our revenue in the first half of the

year is tracking ahead of our internal estimates, and .  .  .  we are forecasting strong sequential

growth in the second half of 2021.”

61. At the time of the press release of August 2, 2021, Komissarov and DiMatteo knew,

or were reckless in not knowing, that the release contained materially false and misleading

statements, particularly:

a. Lottery’s revenue estimate of $9.1 million to $9.6 million was more than twice the

amount of Lottery’s actual revenue because it included $5 million of fake, deferred

revenue from the phony transaction with Company A that Lottery recognized in the

second quarter of 2021.

b. Lottery’s sequential quarterly revenue growth was, at best, a fraction of 87%

because Lottery included fake revenue in three consecutive quarters because of the

deal with Company A.

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c. Lottery could not legitimately meet its growth forecasts because the company was

struggling to grow its core business, i.e., online sales of lottery tickets.  Having

engaged in phony transactions to support the inflated numbers from past quarters,

Lottery would need similar, sham transactions to meet the forecast for “strong

sequential growth in the second half of 2021.”

62. DiMatteo also knew, or was reckless in not knowing, that his statement in the press

release about Lottery’s revenue “tracking ahead of our internal estimates” was false because nearly

half of Lottery’s revenue for the first half of 2021 was fabricated.

63. On October 18, 2021, Trident filed a Proxy Statement/Prospectus with the

Commission that was also mailed to Trident’s stockholders.  The purpose of the filing was, in part,

to provide Trident shareholders with information about the potential business combination with

Lottery so that they could vote on the merger and/or decide whether to redeem their shares prior

to the merger.  As noted in the filing, Trident’s shareholders could redeem their shares for

approximately $10.94 per share, which was 9.4% higher than the IPO price.

64. As with Trident’s Form S-4 and amendments thereto, the Proxy

Statement/Prospectus contained materially false and misleading statements about Lottery’s

financial results and the total price of the Mexican acquisitions.  The misrepresentations were the

same as those contained in the amended Forms S-4 filed with the Commission on September 17,

2021, and October 5, 2021.  Komissarov was involved in drafting, editing, and reviewing the

Prospectus/Proxy and he approved its filing with the Commission.  At the time, Komissarov knew

or was reckless in not knowing about the materially false statements in the Proxy

Statement/Prospectus.  DiMatteo, Clemenson, and Dickinson knew or were reckless in not

knowing that the financial results and the cost of the Mexican acquisitions, which Lottery supplied

23

to Trident for the Proxy Statement/Prospectus, were materially false.  Komissarov and the Lottery

executives also knew that their names were being used in the Proxy Statement/Prospectus.

65. As to the Lottery executives, the Proxy Statement/Prospectus included detailed

biographies of DiMatteo, Clemenson, and Dickinson, noting their experience in management,

other qualifications, and that DiMatteo and Clemenson had been “at the forefront of developing

innovative online products and blockchain solutions and establishing strategic partnerships with

market participants throughout their careers.”  The Proxy Statement/Prospectus also included a

detailed history of Lottery; its management’s discussion and analysis of Lottery’s financial

condition and results of operations; and explained that DiMatteo, Clemenson, and Dickinson

would lead the combined company if the merger occurred.

66. On October 21, 2021, Trident and Lottery issued a press release announcing

Lottery’s “strong preliminary third quarter 2021 revenues” with an expected range of $22 million

to $24 million.  DiMatteo, quoted in this press release, touted these “strong” results.  Komissarov,

DiMatteo, Clemenson, and Dickinson knew, or were reckless in not knowing, that the release

contained material misstatements about Lottery’s expected revenue and quarterly sequential

revenue growth.  Specifically, the bulk of the revenue was from a phony transaction that Lottery

entered into on September 30, 2021, described further below.

In Early 2021, Komissarov Established Aggressive Revenue Projections and,
as Part of the Scheme to Defraud, Directed the Lottery Executives to

Achieve Them by Engaging in Phony Transactions

67. As Komissarov directed and, with the assistance of others, executed the initial

phony revenue transactions involving Company A and the Mexican entities in the early months of

2021, he stressed to DiMatteo, Clemenson, and Dickinson the need to show that Lottery had a

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rapidly growing business and that revenues were increasing at double-digit rates to attract investors

and complete the merger.

68. In or around early 2021, Komissarov directed the development of Lottery’s

financial projections – with a particular emphasis on revenue growth – and targeted $71 million

for Lottery’s projected revenue in FY2021.  Throughout 2021, Komissarov communicated almost

daily with DiMatteo, Clemenson, and/or Dickinson.  Those communications were on a platform

that would erase messages after a set number of hours so there would be no records.

69. In regular communications from at least March 2021 through the date of the merger,

Komissarov repeatedly told the Lottery executives that, unless they showed growth toward the $71

million revenue target for 2021, the merger would be at risk.

70. In March 2021, Komissarov participated in Lottery’s preparation of an investor

presentation, which Trident and Lottery used in meetings with investors.  The investor presentation

included the $71 million revenue projection for FY 2021.

71. In filings with the Commission, Trident represented that Lottery’s revenue

(unaudited) for the first half of 2021 was approximately $14.78 million, though this was nearly

double the amount of actual revenue because of the phony transaction with Company A.

Regardless, to meet annual revenue projections that Komissarov had insisted upon, Lottery needed

at least $56 million in revenue in the second half of 2021.

72. During September 2021 (the final month of Q3 FY 2021), Lottery’s quarterly

revenue was far below projections and, if accurately reported, would show negative growth rather

than the “strong sequential growth” that DiMatteo had announced the prior month.  With the

merger scheduled for the following month, Komissarov encouraged Lottery to engage in yet

another phony transaction to substantially increase reported revenue for Q3 FY 2021.

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Round-trip Transaction with Company E: Lottery Engaged in a Fraudulent Transaction at the
End of the Third Quarter to Artificially Inflate its Financial Results Prior to the Merger—and

Continued to Book Phony Revenue as a Public Company

73. When the Merger Agreement was signed in February 2021, the Lottery executives

had doubled their annual salaries – from $250,000 to $500,000.  The higher salaries – and the

prospect of owning millions of shares of publicly traded stock – were powerful incentives to follow

Komissarov’s directions both before and after the merger.

74. As the merger date approached, the individual Defendants were motivated to close

the deal and to prop up Lottery’s share price afterward.  Under the Merger Agreement, Komissarov,

Trident’s other founders, and the Lottery executives could receive additional “earnout” shares if

Lottery’s stock price achieved specific thresholds after the merger.  Specifically, the holders of pre-

merger Lottery stock could receive up to 6,000,000 additional shares of common stock if the dollar

volume-weighted average price of Lottery stock equaled or exceeded $13 per share for 20 of any

30 consecutive trading days after the merger.  Komissarov and Trident’s two other founders could

receive up to 4,000,000 additional shares.  The merger agreement contained similar provisions if

certain thresholds were achieved in 2022.

75. In or around late September 2021, Lottery sought to meet Komissarov’s aggressive

revenue projections and DiMatteo’s forecast of strong sequential revenue growth.  Motivated by

economic incentives to encourage Trident investors not to sell or redeem their shares prior to the

merger and, after the merger, to prop up Lottery’s share price, the Lottery executives engaged in

phony transactions with Company E, which had connections to Company A.  In three separate

deals, Company E entered into agreements with Lottery in which it pretended to buy assets and

services from Lottery at inflated prices.  In reality, Company E bought virtually nothing.  Instead,

in an initial transaction, Lottery itself provided Company E with the money to make the transaction

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appear to be legitimate, using a line of credit that Lottery obtained from the proceeds of its merger

with Trident.  As Komissarov and the Lottery executives planned, these fake sales allowed Lottery

to report tens of millions of dollars of revenue that did not exist.

76. In September 2021, Lottery engaged in the first sham transaction with Company E.

On September 30, 2021, Dickinson executed an agreement for Company E to purchase $10 million

of pre-paid advertising credits Lottery owned for $30 million, with payment due in 90 days.

Lottery had obtained these credits years earlier, as investments from two media companies.  The

Lottery executives knew, or were reckless in not knowing, that the credits were not freely

transferrable and had restrictions on usage, e.g., the credits had to be used to promote Lottery.

Regardless, even if the credits could be used by and transferred to a third party, there was no

justification for charging $30 million for $10 million worth of credits.

77. Lottery recorded the transaction as a bona fide sale and recognized the entire $30

million as revenue in the third quarter of 2021.  DiMatteo, Dickinson, and Clemenson knew, or

were reckless in not knowing, that no assets were actually re-titled or transferred to Company E

and, moreover, that Company E was trying to raise capital and did not have $30 million.

78. On October 21, 2021 (eight days before the merger), Lottery and Trident issued a

press release, which Trident filed with the Commission, touting Lottery’s “Strong Preliminary

Third Quarter 2021” and “Quarterly Sequential Growth of Greater than 135%.”  The claimed

revenue and growth were entirely attributable to the phony transaction of September 30, 2021.

79. On November 15, 2021, Lottery issued an earnings release for Q3 FY 2021,

highlighting Q3 FY 2021 revenue of $32.2 million and net income of $11.2 million.  The bogus

transaction with Company E represented $30 million – or 93% – of the reported revenue and turned

a multi-million-dollar loss into an $11.2 million “profit.” In the release, DiMatteo expressed pride

27

about the “strong revenue and profitability growth we achieved in the third quarter” and indicated

that Lottery would use its (fictitious) profits to continue growing its business.  The release also

noted that Lottery “expects to meet or exceed its previous guidance of $71 million for full year

2021 revenue.”

80. At the time he made or authorized the making of the statements in the earnings

release, DiMatteo knew, or was reckless in not knowing, that Lottery’s third quarter results were

largely based on the $30 million “sale” to Company E and that Lottery did not have any profit in

the third quarter.  DiMatteo also knew, or was reckless in not knowing, that Lottery’s core business

was not generating substantial growth and that achieving $71 million in revenue for the year was

unrealistic unless Lottery generated additional sham revenue.

81. On November 18, 2021, Lottery filed a Form S-1 with the Commission to register

millions of additional shares of common stock.  The Form S-1, signed by DiMatteo, Clemenson,

and Dickinson, included Lottery’s unaudited financial results for first three quarters of 2021, which

included $7 million of revenue from the phony transaction with Company A and $30 million of

revenue from the sham sale of advertising credits to Company E.  At the time that Lottery filed the

Form S-1, DiMatteo, Clemenson, and Dickinson knew, or were reckless in not knowing, that the

filing contained materially false and misleading statements about Lottery’s revenue and other

financial metrics, including net income, because they were involved in or oversaw the phony

transactions and had intentionally sought to inflate Lottery’s financial results in concert with

Komissarov.

Lottery Obtained a Line of Credit, which DiMatteo, Clemenson, and Dickinson Used to Create
the Appearance that Company E Paid $30 Million to Lottery for the Round-trip Transaction

82. For the advertising credits purchased on September 30, 2021, Company E was

required to pay $30 million to Lottery by year end.  However, Company E did not have $30 million

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– or anything close to it.  Komissarov, DiMatteo, Clemenson, and Dickinson understood that,

because the transaction represented more than half of Lottery’s year-to-date revenue, Lottery’s

auditors would likely question the validity of the transaction if the money was not paid.

83. During Q4 FY 2021, the Lottery executives informed Komissarov that Company E

did not have the money and sought his assistance in obtaining funding for Company E.  Although

Komissarov attempted to identify funding options, the Lottery executives decided to obtain a loan

– more specifically, a line of credit – to create the appearance that Lottery was paid $30 million at

the end of December 2021.

84. On or around December 30, 2021, Dickinson, with the knowledge and approval of

DiMatteo and Clemenson, applied for a $30 million line of credit for Lottery, using $30 million of

cash from the merger as collateral.  DiMatteo, Clemenson, and Dickinson did not inform Lottery’s

outside directors, Chief Legal Officer, or auditor about the line of credit.  Instead, they intentionally

concealed its existence to create the appearance that Lottery had received $30 million from

Company E as payment for the transaction of September 30, 2021.

85. The line of credit did not make financial sense for Lottery and served no legitimate

business purpose.  To obtain it, Lottery had to maintain $30 million in an account at the same bank.

The account paid no interest and was essentially frozen, i.e., the money was no longer accessible

to Lottery and could not be used for any purpose until the line of credit was paid.  Lottery also

paid a $300,000 origination fee and monthly interest.  Thus, rather than getting paid interest on its

$30 million, Lottery ended up paying interest and a fee on a $30 million line of credit.

86.  DiMatteo, Clemenson, and Dickinson knew, or were reckless in not knowing, that

the line of credit was contrary to the interests of Lottery and its shareholders.  The only purpose of

29

the line of credit was to create the false appearance that Lottery was continuing to grow both its

revenues and assets.

87. At the end of December 2021, the CEO of Company E sent numerous personal

checks in various amounts (up to $30 million) to Lottery so that, prior to year end, Lottery would

have “proof” of payment to show its auditor.  Lottery did not cash any of the checks for several

weeks.

88. In early January 2022, after obtaining the line of credit, Dickinson – with the

knowledge and consent of DiMatteo and Clemenson – directed that the entire amount (minus a

fee) be transferred to Company E.   Approximately two weeks later, Lottery cashed a $30 million

personal check from Company E’s CEO.  In effect, the $30 million purchase by and “payment”

from Company E was a round-trip transaction, i.e., Lottery used its own money to “pay” for the

sale of over-priced, non-transferable advertising credits.  Nevertheless, because Lottery did not

disclose the line of credit, Lottery appeared to have $30 million of additional cash when, in fact,

nearly all of that cash was a loan.

Following the Round-trip Transaction with Company E, Lottery Engaged in Two Other Sham
Transactions with Company E to Boost Revenue

89. The ruse involving the line of credit was important to Komissarov and the Lottery

executives not only to show that Company E “paid” Lottery for the September 2021 sale, but also

because Lottery needed additional (fake) revenue in Q4 FY 2021 to try to achieve Komissarov’s

revenue projections.  Based on information and belief, Lottery engaged in another phony

transaction with Company E to support the stock price.

90. In Q4 FY 2021, Lottery’s actual revenues were modest.  At the end of December

2021, the Lottery executives, with Komissarov’s knowledge, generated an invoice to Company E

30

for over $17.1 million, consisting largely of 4.33 million “free tickets”, $1 million of advertising

credits, and vaguely described information technology services.

91. As with the purported sale of advertising credits in the sham transaction from

September 2021, the credits in the December 2021 invoice were marked up to three times their

face value.  At the same time that they created the December 2021 invoice, the Lottery executives

arranged for the line of credit to conceal Company E’s inability to pay for the earlier transaction.

In addition, DiMatteo, Clemenson, and Dickinson knew at the time, or were reckless in not

knowing, that Lottery had not provided $17.1 million of goods and services to Company E, and

that Company E did not have the resources to pay $17.1 million.  Nevertheless, Lottery booked

the entire amount as revenue for Q4 FY 2021.

92. In early 2022, before any financial improprieties came to light, Lottery’s board of

directors awarded DiMatteo, Clemenson, and Dickinson retention bonuses of $227,740 each.  At

the time, Lottery appeared to be increasing its revenues and assets as a result of the Defendants’

fraudulent scheme and material misrepresentations about Lottery’s financial results.  DiMatteo,

who was the chairman of the board, did not inform the outside directors about the $30 million line

of credit or that Lottery’s cash holdings were overstated by $30 million.  Instead, during the first

half of 2022, DiMatteo continued to tout Lottery’s phony, inflated results in earnings releases and

other public statements.

93. In an earnings release on March 31, 2022, Lottery reported Q4 FY 2021 revenue of

$21.5 million, which was falsely inflated by at least $17.1 million, and FY 2021 pro forma revenue

of $70.5 million, which was overstated by at least $54 million.  In the release, DiMatteo

commented on Lottery’s “strong revenue growth and gross profit” and noted Lottery’s intent to

use the cash from the merger and the “$30 million received from the sale” to Company E to further

31

grow the business.  At the time he made the statements, DiMatteo knew, or was reckless in not

knowing, that nearly 80% of Lottery’s reported revenue was fake, the company had not had “strong

revenue growth,” and Lottery had not received $30 million in cash from a sale in 2021.

94. On same day as the March 2022 earnings release, Lottery issued another invoice to

Company E for over $18.5 million.  At the time, DiMatteo, Clemenson, and Dickinson knew, or

were reckless in not knowing, that Company E had not paid for either of the two previous

transactions totaling over $47 million.  DiMatteo, Clemenson, and Dickinson also knew at the

time, or were reckless in not knowing, that Lottery had not provided $18.5 million of goods and

services to Company E and that Company E could not pay $18.5 million.  Nevertheless, Lottery

recorded the entire amount as revenue for Q1 FY 2022.

95. In an earnings release on May 16, 2022, Lottery reported Q1 FY 2022 revenue of

$21.2 million, which was falsely inflated by at least $18.5 million.  Lottery also claimed to have

$7.7 million in adjusted EBITDA and $50.8 million in cash for the period ended March 31, 2022.

In fact, without the $18.5 million from the bogus invoice to Company E, Lottery’s adjusted

EDITDA would have been negative.  Moreover, Lottery’s $50.8 million in cash was misleading

because Lottery did not disclose the $30 million fully drawn line of credit.

96. In the earnings release of May 16, 2022, DiMatteo touted “the [Lottery] team’s

continued focus on our core business and generating strong Adjusted EBITDA” and stated that the

company’s positive business developments “combined with our strong balance sheet, position us

well for future growth.” At the time that he made or authorized the making of these statements in

the earnings release, DiMatteo knew, or was reckless in not knowing, that Lottery’s revenue,

adjusted EBITDA, and balance sheet information contained in the release were materially inflated.

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In Video Interviews Made Available to Investors, DiMatteo Touted the $30 Million Round-trip
Transaction with Company E and Claimed that Lottery Collected the $30 Million

97. Following the de-SPAC, DiMatteo also talked up Lottery’s financial performance

and its purported sale of advertising credits to Company E and claimed that Lottery had collected

the $30 million receivable from that sale.  Specifically, in an interview with YogoNet posted online

[at https://www.youtube.com/watch?v=H5CCimVTUnk], DiMatteo stated that “In Q3, we were

able to sell some of those credits to one of our master affiliates at a premium .  .  .  that’s a revenue

generating event for us.”  In the interview, DiMatteo also stated, “this is just the first step for us

and we expect this to be a continuing piece of our business going forward .  .  .  and it’s really

important for us as we move forward in our overall growth strategy.”

98. At the time he made the statements in the YogoNet interview, DiMatteo knew, or

was reckless in not knowing, that his statements were false and misleading.  In fact, the credits

were not freely transferable, had restrictions on their use, and were not actually sold.  In addition,

DiMatteo knew or was reckless in not knowing that the sale “at a premium” was a sham and that

the counterparty could not and did not pay Lottery.

99. In an interview in early February 2022, DiMatteo claimed that Lottery had collected

the $30 million from the bogus sale.  When asked whether the receivables were collected,

DiMatteo responded “they have” and deferred to Dickinson for additional detail.  Later in the

interview, DiMatteo maintained that Lottery had not adequately explained the transaction to

investors who had raised concerns, and stated that “closing the Q3 [receivable] will help to sort of

hopefully alleviate some of those concerns.”

100. At the time of the February 2022 interview, DiMatteo knew, or was reckless in not

knowing, that Lottery had obtained a $30 million line of credit, which was immediately drawn

down by Lottery and transferred (minus a fee) to the principal of Company E so that it could “pay”

33

Lottery.  DiMatteo knew, or was reckless in not knowing, that Lottery received no actual payment,

incurred a $300,000 fee, and was making interest payments to maintain the fiction that the

receivable was paid by Company E.

Lottery’s Periodic Filings with the Commission in 2022 Contained
Material Misrepresentations

101. On April 1, 2022, Lottery filed its Form 10-K for the year ending December 31,

2021, which contained the Company’s financial statements and the audit report of its independent

public accountants.  In the financial statements, Lottery included at least $54.1 million in phony

revenue for 2021.  Lottery also overstated its cash by $30 million because the “payment” from

Company E was, in fact, almost entirely money borrowed money from the undisclosed $30 million

line of credit.  Lottery also did not include any disclosure of the line of credit as a subsequent

event, the proceeds of which it provided to Company E to “pay” for the $30 million transaction of

September 30, 2021.

102. DiMatteo, Clemenson, and Dickinson each signed, or directed that their signatures

be included on, the Form 10-K filing.  DiMatteo, Clemenson, and Dickinson each knew, or were

reckless in not knowing, that the financial results in the Form 10-K were materially misstated with

respect to Lottery’s annual revenues, net income, cash, and assets.  They also knowingly or

recklessly failed to disclose the line of credit as a material subsequent event.

103. On May 16, 2022, Lottery filed its Form 10-Q for the quarter ending March 31,

2022.  In the unaudited financial statements in the Form 10-Q, Lottery included at least $18.5

million in phony revenue for the quarter.  Lottery also overstated its cash by $30 million because

it did not disclose the $30 million line of credit.

104. DiMatteo and Dickinson signed, or directed that their signatures be included on,

the Form 10-Q filing.  At the time, DiMatteo and Dickinson knew, or were reckless in not knowing,

34

that the financial results in the Form 10-Q were materially misstated with respect to Lottery’s

quarterly revenues, net income, cash, and assets.

Misrepresentations to the Auditors in the Management Representation Letter

105. In connection with the audit of Lottery’s financial statements for 2021, the

independent auditor required DiMatteo and Dickinson to sign a management representation letter.

Among other representations required by the auditor, the letter contained statements concerning

the proper recording of material transactions, knowledge of fraud, arrangements affecting reported

revenue, and the validity of receivables.

106. On or about March 31, 2022, DiMatteo and Dickinson signed the management

representation letter.  In the letter, which the auditors relied upon, DiMatteo and Dickinson falsely

represented, among other things, that (i) they believed the financial statements conformed with

GAAP; (ii) “there were no material transactions that have not properly been recorded” in the

company’s records; (iii) they had no knowledge of fraud; (iv) there were no “arrangements (either

written or oral) that affect the amount or timing revenue reported; and (v) receivables recorded

were valid claims against debtors.  The letter also stated: “No events have occurred subsequent to

the balance sheet date and through the date of this letter that would require adjust to, or disclosure

in, the consolidated financial statements.”

107. DiMatteo and Dickinson knew, or were reckless in not knowing, that their

representations in the letter to the auditors were false or misleading.  Specifically, DiMatteo and

Dickinson knew, or were reckless in not knowing, that (i) the financial statements did not comply

with GAAP because they contained at least $54 million of revenue (of the $68.5 million in total

revenue) that was fake as a result of the sham transaction with Company A in late 2020 and two

phony transactions with Company B at the end of the third and fourth quarters of 2021; (ii) the

35

phony revenue transactions and the amount of consideration paid for the acquisition of the

Mexican entities were not properly recorded in Lottery’s accounting records; (iii) Lottery had

engaged in fraudulent transactions, in which they were involved; (iv) Lottery had arrangements

with Company A and Company B that impacted revenue; and (iv) Lottery’s receivables included

the second phony transaction with Company B.

False Certifications by DiMatteo and Dickinson

108. On or about March 31, 2022, DiMatteo and Dickinson certified that they had

reviewed Lottery’s Form 10-K and that, among other things, (i) based on their knowledge, the

Form 10-K did not contain any untrue statement of a material fact or omit to state a material fact

necessary to make the statements made, in light of the circumstances under which such statements

were made, not misleading; (ii) based on their knowledge, the financial statements, and other

financial information included in the report, fairly presented in all material respects the financial

condition, results of operations and cash flows of Lottery and (iii) they had designed internal

control over financial reporting, or caused such internal control over financial reporting to be

designed, to provide reasonable assurance regarding the reliability of financial reporting and the

preparation of financial statements for external purposes in accordance with GAAP.  DiMatteo and

Clemenson knew, were reckless in not knowing, or should have known that their certifications

were false.

109. On or about March 31, 2022, pursuant to Rule 13a-14 of the Exchange Act,

DiMatteo and Dickinson also certified that the information contained in the Form 10-K fairly

presented, in all material respects, the financial condition and results of operations of the Company.

At the time, DiMatteo and Dickinson knew, were reckless in not knowing, or should have known

that their certifications were false.

36

Lottery Ultimately Disclosed Some of the Material Misstatements in its Financial Statements

110. In or around July 2022, Lottery’s board became aware of financial improprieties

and discovered, among other things, the $30 million line of credit.  The Board terminated

Dickinson, and Clemenson and DiMatteo resigned shortly thereafter.  In or around August 2022,

Lottery ceased operations and furloughed nearly all of its employees.

111. Lottery’s market capitalization peaked at over $400 million after the de-SPAC,

declined in 2022, and, after the company disclosed accounting issues and halted operations, fell to

roughly $10 million.  Investors suffered substantial losses as a result of the Defendants’

misconduct.

112. On May 9, 2023, Lottery restated its financial results for FY 2021 to remove the

phony transactions of September 30, 2021 ($30 million in revenue) and December 31, 2021 ($17.1

million in revenue).  Lottery also restated its financial results for its first quarter of FY 2022 to

remove $18.5 million in fake revenue for the invoice of March 31, 2022.

FIRST CLAIM FOR RELIEF
Violations of Section 10(b) of the Exchange Act and Rule 10b-5

[15 U.S.C. § 78j(b) and 17 C.F.R. § 240.10b-5]

113. Paragraphs 1 through 112 are realleged and incorporated by reference herein.

114. Lottery, Komissarov, DiMatteo, Clemenson, and Dickinson, directly or indirectly,

in connection with the purchase or sale of a security, by the use of means or instrumentalities of

interstate commerce, of the mails, or of the facilities of a national securities exchange, with

scienter: employed devices, schemes, or artifices to defraud; made untrue statements of material

facts, or omitted to make statements made, in light of the circumstances under which they were

made, not misleading, and engaged in acts, practices, or courses of business which operated or

would operate as a fraud or deceit upon other persons.

37

115. By engaging in the conduct described above, Lottery, Komissarov, DiMatteo,

Clemenson, and Dickinson violated, and unless restrained and enjoined will again violate, Section

10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. §§ 240.10b-

5].

SECOND CLAIM FOR RELIEF
Aiding and Abetting Violations of Section 10(b) of the Exchange Act and Rule 10b-5

[15 U.S.C. § 77q(a) and 17 C.F.R. § 240.10b-5(b)]

116. Paragraphs 1 through 112 are realleged and incorporated by reference herein.

117. Lottery, both as the entity formerly operating as Autolotto, Inc.  and as the entity

that was renamed following the Trident SPAC merger, directly or indirectly, in connection with the

purchase or sale of a security, by the use of means or instrumentalities of interstate commerce, of

the mails, or of the facilities of a national securities exchange, with scienter: employed devices,

schemes, or artifices to defraud, made untrue statements of material facts, or omitted to state

material facts necessary in order to make the statements made, in the light of the circumstances

under which they were made, not misleading; and engaged in acts, practices, or courses of business

which operated or would operate as a fraud or deceit upon other persons.

118. By engaging in the conduct described above, and pursuant to Section 20(e) of the

Exchange Act [15 U.S.C. § 78t(e)], DiMatteo, Clemenson, and Dickinson knowingly or recklessly

provided substantial assistance to, and thereby aided and abetted Lottery’s violations of Section

10(b) of the Exchange Act [15 U.S.C. § 78j(b)], and Rule 10b-5 thereunder [17 C.F.R. §§ 240.10b-

5].

119. By engaging in the conduct described above, DiMatteo, Clemenson, and Dickinson

aided and abetted Lottery’s violations, and unless restrained and enjoined will again aid and abet

38

violations of Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)], and Rule 10b-5 thereunder

[17 C.F.R. §§ 240.10b-5].

THIRD CLAIM FOR RELIEF
Section 17(a) of the Securities Act

[15 U.S.C. § 77q(a)]

120. Paragraphs 1 through 112 are realleged and incorporated by reference herein.

121. Lottery, Komissarov, DiMatteo, Clemenson, and Dickinson, acting knowingly,

recklessly, or negligently in the offer or sale of securities and by the use of means or instruments

of transportation or communication in interstate commerce or by the use of the mails, directly or

indirectly

a. employed a device, scheme, or artifice to defraud;

b. obtained money or property by means of untrue statements of material fact or by

omitting to state material facts necessary in order to make the statements made, in

light of the circumstances under which they were made, not misleading;

c. engaged in transactions, practices, or a course of business which operated or would

have operated as a fraud or deceit upon purchasers; and

122. By engaging in the conduct described above, Lottery, Komissarov, DiMatteo,

Clemenson, and Dickinson violated, and unless restrained and enjoined will again violate, Section

17(a) of the Securities Act [15 U.S.C. §77q(a)].

FOURTH CLAIM FOR RELIEF
Aiding and Abetting Violations of Section 17(a) of the Securities

[15 U.S.C. § 77q(a)]

123. Paragraphs 1 through 112 are realleged and incorporated by reference herein.

124. Lottery, both as the entity formerly operating as Autolotto, Inc.  and as the entity

that was renamed following the Trident SPAC merger, acting knowingly, recklessly, or negligently

39

in the offer or sale of securities and by the use of means or instruments of transportation or

communication in interstate commerce or by the use of the mails, directly or indirectly

a. employed a device, scheme, or artifice to defraud;

b. obtained money or property by means of untrue statements of material fact or by

omitting to state material facts necessary in order to make the statements made, in

light of the circumstances under which they were made, not misleading;

c. engaged in transaction, practices, or a course of business which operated or would

have operated as a fraud or deceit upon purchasers

125. By engaging in the conduct described above, and pursuant to Section 15(b) of the

Securities Act [15 U.S.C. §77o(b)], DiMatteo, Clemenson, and Dickinson knowingly or recklessly

provided substantial assistance to, and thereby aided and abetted Lottery’s violations of

Section17(a) of the Securities Act [15 U.S.C. § 77q(a)].

126. By engaging in the conduct described above, DiMatteo, Clemenson, and Dickinson

aided and abetted Lottery’s violations, and unless restrained and enjoined will again aid and abet

violations of Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)].

FIFTH CLAIM FOR RELIEF
Section 14(a) of the Securities Act and Rule 14a-9 thereunder

[15 U.S.C. § 78n(a)]

127. Paragraphs 1 through 112 are realleged and incorporated by reference herein.

128. Lottery, Komissarov, DiMatteo, Clemenson, and Dickinson, acting knowingly,

recklessly, or negligently in soliciting, or permitting the use of their names to solicit, proxies that

included materially false or misleading statements or materially misleading omissions.

40

129. By engaging in the conduct described above, Lottery, Komissarov, DiMatteo,

Clemenson, and Dickinson violated, and unless restrained and enjoined will again violate, Section

14(a) of the Securities Act [15 U.S.C. § 77q(a)] and Rule 14a-9 thereunder [C.F.R. § 240.14a-9].

SIXTH CLAIM FOR RELIEF
Aiding and Abetting Violations of

 Section 14(a) of the Securities Act and Rule 14a-9 thereunder
[15 U.S.C. § 78n(a)]

130. Paragraphs 1 through 112 are realleged and incorporated by reference herein.

131. Lottery acting knowingly, recklessly, or negligently in soliciting, or permitting the

use of its name to solicit, proxies that included materially false or misleading statements or

materially misleading omissions.

132. By engaging in the conduct described above, and pursuant to Section 20(e) of the

Securities Act [15 U.S.C. § 78t(e)], DiMatteo, Clemenson, and Dickinson knowingly or recklessly

provided substantial assistance to, and thereby aided and abetted Lottery’s violations of

Section14(a) of the Securities Act [15 U.S.C. § 78n(a)].

133. By engaging in the conduct described above, DiMatteo, Clemenson, and Dickinson

aided and abetted Lottery’s violations, and unless restrained and enjoined will again aid and abet

violations of Section 14(a) of the Securities Act [15 U.S.C. § 78n(a)] and Rule 14a-9 thereunder

[C.F.R. § 240.14a-9].

SEVENTH CLAIM FOR RELIEF
Knowingly Falsifying Books, Records, or Accounts: Section 13(b)(5) of the Exchange Act

[15 U.S.C. § 78m(b)(5)]

134. Paragraphs 1 through 112 are realleged and incorporated by reference herein.

135. DiMatteo, Clemenson, and Dickinson knowingly circumvented or knowingly failed

to implement a system of internal accounting controls or knowingly falsified books, records, or

accounts that Lottery was required to maintain under Section 13(b)(2) of the Exchange Act [15

U.S.C. § 78m(b)(2)].

136. By engaging in the conduct described above, DiMatteo, Clemenson, and Dickinson

violated, and unless restrained and enjoined will again violate, Section 13(b)(5) of the Exchange

Act [15 U.S.C. § 78m(b)(5)].

EIGHTH CLAIM FOR RELIEF
Falsified Books, Records, or Accounts: Rule 13b2-1 of the Exchange Act

[17 C.F.R. § 240.13b2-1]

137. Paragraphs 1 through 112 are realleged and incorporated by reference herein.

138. DiMatteo, Clemenson, and Dickinson, directly or indirectly, falsified or caused to

be falsified Lottery’s books, records, or accounts subject to Section 13(b)(2)(A) of the Exchange

Act [15 U.S.C. § 78m(b)(2)(A)].

139. By engaging in the conduct described above and acting knowingly, recklessly, or

negligently, DiMatteo, Clemenson, and Dickinson violated, and unless restrained and enjoined will

again violate, Rule 13b2-1 of the Exchange Act [17 C.F.R. § 240.13b2-1].

NINTH CLAIM FOR RELIEF
Lying to Accountants: Rule 13b2-2 of the Exchange Act

[17 C.F.R. § 240.13b2-2]

140. Paragraphs 1 through 112 are realleged and incorporated by reference herein.

141. DiMatteo and Dickinson, directly or indirectly: (a) made or caused to be made

materially false or misleading statements to accountants; or (b) omitted to state, or caused another

person to omit to state, material facts necessary in order to make statements made, in light of the

circumstances under which such statements were made, not misleading, to accountants in

connection with (1) an audit, review, or examination of financial statements required by the

42

Exchange Act or rules thereunder; or (2) the preparation or filing of a document or report required

to be filed with the Commission.

142. By engaging in the conduct described above and acting knowingly or recklessly, or

negligently, DiMatteo and Dickinson violated, and unless restrained and enjoined will again

violate, Rule 13b2-2 of the Exchange Act [17 C.F.R. § 240.13b2-2].

TENTH CLAIM FOR RELIEF
False Certifications: Rule 13a-14 of the Exchange Act

[17 C.F.R. § 240.13a-14]

143. Paragraphs 1 through 112 are realleged and incorporated by reference herein.

144. DiMatteo and Dickinson, as Lottery’s CEO and CFO, respectively, signed

certifications required by Rule 13a-14 of the Exchange Act [17 C.F.R. § 240.13a-14] for Lottery’s

Form 10-K for fiscal year 2021, and Form 10-Q for the first quarter of Lottery’s fiscal year 2022,

even though they knew or were reckless in not knowing that both filings contained material

misrepresentations concerning Lottery’s revenue and other financial results.

145. By engaging in the conduct described above and acting knowingly, recklessly, or

negligently, DiMatteo and Dickinson violated, and unless restrained and enjoined will again

violate, Rule 13a-14 of the Exchange Act [17 C.F.R. § 240.13a-14].

ELEVENTH CLAIM FOR RELIEF
Reporting Violations: Lottery’s Violations of Section 13(a) and

Rules 12b-20, 13a-1, and 13a-11, and 13a-13 of the Exchange Act
[15 U.S.C. § 78m(a), 17 C.F.R. §§ 240.12b-20, 240.13a-1, 240.13a-11 and 240.13a-13]

142. Paragraphs 1 through 112 are realleged and incorporated by reference herein.

143. Lottery violated Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and Rules

12b-20 and 13a-1 thereunder [17 C.F.R. §§ 240.12b-20 and 240.13a-1] by filing with the

Commission on April 1, 2022, a materially false and misleading annual report on Form 10-K.

Lottery violated Rules 12b-20 and 13a-11 of the Exchange Act [17 C.F.R. §§ 240.12b-20 and

43

240.13a-11] by filing with the Commission false and misleading current reports on Forms 8-K,

reporting false and misleading financial results on November 15, 2021, March 31, 2022, and May

16, 2022.  Lottery also violated Rules 12b-20 and 13a-13 of the Exchange Act [17 C.F.R. §§

240.12b-20 and 240.13a-13] by filing with the Commission on May 16, 2022, a false and

misleading quarterly report on Form 10-Q, reporting false and misleading financial results.

144. By engaging in the conduct described above, Lottery violated, and unless restrained

and enjoined will again violate, Section 13(a) and Rules 12b-20, 13a-1, and 13a-11, and 13a-13 of

the Exchange Act [15 U.S.C. § 78m(a), 17 C.F.R. §§ 240.12b-20, 240.13a-1, 240.13a-11 and

240.13a-13].

TWELFTH CLAIM FOR RELIEF
Reporting Violations: Aiding and Abetting Lottery’s Violations of Section 13(a) and

Rules 12b-20, 13a-1, and 13a-11, and 13a-13 of the Exchange Act
[15 U.S.C. § 78m(a) and 17 C.F.R. §§ 240.12b-20, 240.13a-1, 240.13a-11 and 240.13a-13]

145. Paragraphs 1 through 112 are realleged and incorporated by reference herein.

146. Lottery violated Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and Rules

12b-20 and 13a-1 thereunder [17 C.F.R. §§ 240.12b-20 and 240.13a-1] by filing with the

Commission on April 1, 2022, a materially false and misleading annual report on Form 10-K.

Lottery violated Rules 12b-20 and 13a-11 of the Exchange Act [17 C.F.R. §§ 240.12b-20 and

240.13a-11] by filing with the Commission false and misleading current reports on Forms 8-K,

reporting false and misleading financial results on November 15, 2021, March 31, 2022, and May

16, 2022.  Lottery also violated Rules 12b-20 and 13a-13 of the Exchange Act [17 C.F.R. §§

240.12b-20 and 240.13a-13] by filing with the Commission on May 16, 2022, a false and

misleading quarterly report on Form 10-Q, reporting false and misleading financial results.

147. DiMatteo, Clemenson, and Dickinson knowingly or recklessly provided

substantial assistance to Lottery’s violations of Section 13(a) of the Exchange Act [15 U.S.C. §

44

78m(a)], and Rules 12b 20, 13a-1, 13a-11, and 13a-13 thereunder [17 C.F.R. §§ 240.12b-20,

240.13a-1, 240.13a-11, and 240.13a-13].

148. By engaging in the conduct described above, and pursuant to Section 20(e) of the

Exchange Act [15 U.S.C.  § 78t(e)], DiMatteo, Clemenson, and Dickinson aided and abetted

Lottery’s violations, and unless restrained and enjoined, will again aid and abet violations, of

Section 13(a) of the Exchange Act [15 U.S.C.  § 78m(a)], and Rules 12b-20, 13a-1, and 13a-11,

and 13a-13 thereunder [17 C.F.R. §§ 240.12b-20, 240.13a-1, 240.13a-11, and 240.13a-13].

THIRTEENTH CLAIM FOR RELIEF
Internal Controls / Recordkeeping: Lottery’s Violations of

Section 13(b)(2)(A) and (B) of the Exchange Act
[15 U.S.C. §§ 78m(b)(2)(A)-(B)]

149. Paragraphs 1 through 112 are realleged and incorporated by reference herein.

150. Lottery violated Section 13(b)(2)(A) of the Exchange Act [15 U.S.C. §

78m(b)(2)(A)] by failing to make or keep books, records and accounts that in reasonable detail

accurately and fairly reflected its transactions and disposition of its assets.  Lottery also violated

Section 13(b)(2)(B) of the Exchange Act [15 U.S.C. § 78m(b)(2)(B)] by failing to devise and

maintain a system of internal accounting controls sufficient to provide reasonable assurances that

transactions were recorded as necessary to permit preparation of financial statements in

conformity with GAAP and to maintain accountability of assets.

151. By engaging in the conduct described above, Lottery violated, and unless

restrained and enjoined will again violate, Section 13(b)(2)(A) and 13(b)(2)(B) of the Exchange

Act [15 U.S.C. §§ 78m(b)(2)(A) and 78m(b)(2)(A)].

45

FOURTEENTH CLAIM FOR RELIEF
Internal Controls / Recordkeeping: Aiding and Abetting Lottery’s Violations of Section

13(b)(2)(A) and (B) of the Exchange Act
[15 U.S.C. §§ 78m(b)(2)(A)-(B)]

152. Paragraphs 1 through 112 are realleged and incorporated by reference herein.

153. Lottery violated Section 13(b)(2)(A) of the Exchange Act [15 U.S.C.

§ 78m(b)(2)(A)] by failing to make or keep books, records and accounts that in reasonable detail

accurately and fairly reflected its transactions and disposition of its assets.  Lottery also violated

Section 13(b)(2)(B) of the Exchange Act [15 U.S.C. § 78m(b)(2)(B)] by failing to devise and

maintain a system of internal accounting controls sufficient to provide reasonable assurances that

transactions were recorded as necessary to permit preparation of financial statements in conformity

with GAAP and to maintain accountability of assets.

154. DiMatteo, Clemenson, and Dickinson knowingly or recklessly provided substantial

assistance to Lottery’s violations of Sections 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act [15

U.S.C. §§ 78m(b)(2)(A)-(B)].

155. By engaging in the conduct described above and pursuant to Section 20(e) of the

Exchange Act [15 U.S.C.  § 78t(e)], DiMatteo, Clemenson, and Dickinson aided and abetted

Lottery’s violations, and unless enjoined will again aid and abet violations, of Sections 13(b)(2)(A)

and 13(b)(2)(B) of the Exchange Act [15 U.S.C. §§ 78m(b)(2)(A)-(B)].

46

PRAYER FOR RELIEF

WHEREFORE, the Commission respectfully requests that the Court:

A. Permanently enjoin Defendants and all persons in active concert or participation

with them from violating the federal securities laws as alleged in this Complaint;

B. Permanently enjoin DiMatteo, Clemenson, and Dickinson, and all persons in active

concert or participation with them, from aiding and abetting violations of Sections 13(a),

13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act [15 U.S.C. § 78m(a), 78m(b)(2)(A)-(B)]] and

Rules 12b-20, 13a-1, 13a-11, and 13a-113 thereunder [17 C.F.R. §§ 240.12b-20, 240.13a-1,

240.13a-11 and 240.13a-13];

C. Order that Komissarov, DiMatteo, Clemenson, Dickinson, and Lottery, pursuant to

Sections 21(d)(3), (d)(5), and (d)(7) of the Exchange Act [15 U.S.C. §§ 78u(d)(3), (5), and (7)],

disgorge their ill-gotten gains obtained as a result of the violations alleged in this Complaint, with

prejudgment interest;

D. Order that Komissarov, DiMatteo, Clemenson, Dickinson, and Lottery, pursuant to

Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange Act

[15 U.S.C. § 78u(d)(3)], pay civil penalties in an amount to be determined by the Court;

E. Order that Komissarov, DiMatteo, Clemenson, and Dickinson be barred from acting

as officers or directors of any issuer that has a class of securities registered pursuant to Exchange

Act Section 12 [15 U.S.C. § 78l] or that is required to file reports pursuant to Exchange Act Section

15(d) [15 U.S.C. § 78o(d)]; and

F. Grant such further relief as the Court may deem just and appropriate.

REQUEST FOR JURY TRIAL

The Commission hereby demands a jury trial.

47

Dated: January 22, 2026    Respectfully submitted,

       /s/ Damon W.  Taaffe

Damon W. Taaffe (pro hac vice to be filed)
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549 Tel: (202) 551-7420
[email protected]

1 
 

UNITED STATES DISTRICT COURT 
FOR THE SOUTHERN DISTRICT OF NEW YORK 

 
 
  
SECURITIES AND EXCHANGE COMMISSION,  
  

Plaintiff,  
        Civ. Action No. 1:26-cv-603 

v.  
  
LAWRENCE ANTHONY DIMATTEO; VADIM 
KOMISSAROV; LOTTERY.COM, INC.; 
MATTHEW CLEMENSON; and RYAN 
DICKINSON, 

JURY TRIAL DEMANDED 

  
Defendants.  

  
 

COMPLAINT 
 

The Securities and Exchange Commission (“Commission”) alleges as follows against 

Defendants Vadim Komissarov (“Komissarov”), Lawrence Anthony DiMatteo (“DiMatteo”), 

Lottery.com, Inc. (“Lottery”), Matthew Clemenson (“Clemenson”), and Ryan Dickinson 

(“Dickinson”):   

1. From November 2020 through May 2022, Komissarov, DiMatteo, Clemenson, and 

Dickinson engaged in a fraudulent scheme to mislead and defraud investors in Lottery, which was 

in the business of selling lottery tickets online, and Trident Acquisitions Corp. (“Trident”), a 

special purpose acquisition company (“SPAC”) with which Lottery’s predecessor/subsidiary  

merged in October 2021.  Komissarov, who was the Chief Executive Officer of Trident, planned 

and executed the scheme with DiMatteo (Lottery’s co-founder and CEO), Clemenson (Lottery’s 

other co-founder and Chief Revenue Officer), and Dickinson (Lottery’s President and ultimately 

Chief Financial Officer) (collectively, “the Lottery executives”). 

Case 1:26-cv-00603     Document 1     Filed 01/22/26     Page 1 of 47



2 
 

2. In November 2020, AutoLotto, Inc. d/b/a Lottery.com was a private company 

struggling to generate revenue when it was introduced to Komissarov, a sponsor of SPAC vehicles, 

including Trident.  For its part, Trident faced a regulatory deadline to complete a merger with a 

private company, such as Lottery.com.  If Trident failed to complete a merger by the deadline, 

Trident would be required to dissolve and return to investors over $60 million held in trust, and 

Komissarov stood to personally lose millions.  The individual Defendants discussed – and 

subsequently agreed – to merge Lottery.com into Trident, the SPAC, after which Trident would be 

renamed Lottery.com, Inc. which would be a public company. 

3. After the Lottery executives informed Komissarov of Lottery’s dire financial 

condition, and that most of its anticipated revenue for 2020 was at risk, Komissarov planned and 

executed – with the participation of DiMatteo, Clemenson, and Dickinson – a phony $9 million 

transaction to falsely inflate Lottery’s revenue.  The scam involved borrowed money and a series 

of escrow transfers whereby Lottery purportedly received $9 million for valueless customer data 

and then used that $9 million to overpay for two Mexican businesses and, thus, return the $9 

million to its source.  Lottery’s executives never intended to provide $9 million in goods or services 

and understood that they could not use the $9 million, but this did not stop the company from 

booking the revenue.  At Komissarov’s direction, and with his participation, DiMatteo, Clemenson, 

and Dickinson executed the phony transactions, overstated the acquisition cost of the Mexican 

entities, and created documentation for Lottery’s auditors to make both deals appear to be bona 

fide. 

4. Additionally, in the weeks before Trident merged with Lottery, at Komissarov’s 

urging, the Lottery executives engaged in a second scam to falsely inflate Lottery’s revenue – a 

$30 million sale of advertising credits – which DiMatteo touted to investors.  After Lottery became 

Case 1:26-cv-00603     Document 1     Filed 01/22/26     Page 2 of 47



3 
 

a public company, DiMatteo, Clemenson, and Dickinson executed two additional bogus sales – 

totaling over $35 million – with the same complicit counterparty, and obtained an undisclosed $30 

million line of credit to create the appearance that the counterparty had paid for the initial sale.  

These transactions caused Lottery to overstate its 2021 revenues by more than 300% and its 

revenues for the first quarter of 2022 by nearly 800%. 

5. In carrying out this scheme, Komissarov, DiMatteo, Clemenson, and Dickinson 

made – or aided and abetted the making of – material misrepresentations concerning Lottery’s 

financial results, assets, and the growth of its business in Commission filings, press releases, and 

other public statements before and after the merger with Trident.  They did so to attract investors 

to Trident/Lottery, to convince Trident shareholders not to redeem their shares prior to the merger 

with Lottery, and to enrich themselves.  Komissarov also directed and participated in the deceitful 

conduct to avoid millions of dollars in personal losses if Trident failed to complete a merger and 

to attempt to bolster the stock price afterward. 

6. By engaging in the conduct described herein:  

a. Lottery, Komissarov, DiMatteo, Clemenson, and Dickinson violated the antifraud 

provisions of Sections 17(a) of the Securities Act of 1933 (“Securities Act”) 

[15 U.S.C. § 77q(a)] and Section 10(b) and Rule 10b-5 of the Securities Exchange 

Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b) and 17 C.F.R. § 240.10b-5]; 

b. DiMatteo, Clemenson, and Dickinson violated the internal controls and books and 

records provisions of Section 13(b)(5) of the Exchange Act [15 U.S.C. § 78m(b)(5)] 

and Exchange Act Rule 13b2-1 [17 C.F.R. § 240.13b2-1];  

c. DiMatteo and Dickinson violated the lying to accountants provision of Exchange 

Act Rule 13b2-2 [17 C.F.R. §240.13b2-2];  

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d. DiMatteo and Dickinson violated the certification provision of Exchange Act Rule 

13a-14 [17 C.F.R. § 240.13a-14];  

e. Komissarov, DiMatteo, Clemenson, and Dickinson violated the proxy provisions 

of Section 14(a) of the Exchange Act and Rule 14a-9 thereunder [15 U.S.C. § 78n(a) 

and 17 C.F.R. § 240.14a-9]; 

f. Lottery violated the reporting, books and records, internal controls, and proxy 

provisions of Sections 13(a), 13(b)(2)(A), 13(b)(2)(B), and 14(a) of the Exchange 

Act [15 U.S.C. §§ 78m(a), 78m(b)(2)(A)-(B), and 78n(a)] and Exchange Act Rules 

12b-20, 13a-1, 13a-11, 13a-13, and 14a-9 [17 C.F.R. §§ 240.12b-20, 240.13a-1, 

240.13a-11, 240.13a-13, and 240.14a-9]; and  

g. DiMatteo, Clemenson, and Dickinson aided and abetted Lottery’s violations of the 

antifraud provisions of Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)] and 

Lottery’s violations of the antifraud, reporting, books and records, internal controls, 

and proxy provisions of Sections 10(b), 13(a), 13(b)(2)(A), 13(b)(2)(B), and 14(a) 

of the Exchange Act [15 U.S.C. §§ 78j(b), 78m(a), 78m(b)(2)(A)-(B), and 78n(a)] 

and Exchange Act Rules 10b-5, 12b-20, 13a-1, 13a-11, 13a-13, and 14a-9 [17 

C.F.R. §§ 240.10b-5, 240.12b-20, 240.13a-1, 240.13a-11, 240.13a-13, and 

240.14a-9]. 

7. The Commission seeks injunctive relief, disgorgement of ill-gotten gains, 

prejudgment interest, civil penalties, and other appropriate and necessary equitable relief.  The 

Commission also seeks officer and director bars for Komissarov, DiMatteo, Clemenson and 

Dickinson. 

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JURISDICTION AND VENUE 

8. This Court has jurisdiction over this action pursuant to Sections 20 and 22 of the 

Securities Act [15 U.S.C. §§ 77t and 77v] and Sections 21 and 27 of the Exchange Act [15 U.S.C.  

§§ 78u and 78aa]. 

9. Venue is proper in this judicial district pursuant to Section 22 of the Securities Act 

[15 U.S.C. § 77v(a)] and Section 27 of the Exchange Act [15 U.S.C. § 78aa] because certain of 

the acts or transactions constituting violations alleged herein occurred in this judicial district.  In 

addition, Komissarov is an inhabitant of this district, and all Defendants transacted business here. 

10. Komissarov, DiMatteo, Clemenson, Dickinson, and Lottery, directly and indirectly, 

made use of the mails and of the means or instrumentalities of interstate commerce in connection 

with the acts, practices, and courses of business described in this Complaint. 

DEFENDANTS 

11. Vadim Komissarov, age 53, is a resident of New York, New York.  From June 1, 

2018 through October 2021, Komissarov was the CFO and a director of Trident.  On November 

18, 2020, Komissarov became the CEO of Trident, a position he held until the merger with Lottery 

on October 29, 2021.   

12. Lawrence Anthony DiMatteo, age 46, is a resident of Austin, Texas.  DiMatteo was 

a co-founder of the company that eventually became Lottery.  From 2015 through July 2022, 

DiMatteo was the CEO of Lottery and its predecessor entities.  DiMatteo asserted his Fifth 

Amendment rights and refused to answer substantive questions from SEC staff about the 

transactions and misrepresentations alleged herein. 

13. Matthew Clemenson, age 42, is a resident of San Francisco, California.  Clemenson 

was a co-founder of the company that eventually became Lottery.  From 2015 through July 2022, 

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Clemenson held various senior executive roles and, at the time of his resignation, was Lottery’s 

Chief Revenue Officer. 

14. Ryan Dickinson, age 46, is a resident of Irvine, California.  Dickinson was 

employed by Lottery and its predecessor from September 2018 through July 2022.  Dickinson was 

employed in various executive roles and, at the time of his termination, was Lottery’s President, 

Treasurer, and CFO. 

15. Lottery is a Delaware corporation with its principal executive offices in Fort Worth, 

Texas.  In 2015, DiMatteo and Clemenson founded and operated AutoLotto, Inc., which did 

business under the name “Lottery.com.” In October 2021, AutoLotto, Inc. merged with a 

subsidiary of Trident Acquisition Corporation (“Trident”), a blank check or SPAC that went public 

via an initial public offering (“IPO”) on June 1, 2018, with shares listed and traded on the Nasdaq 

Capital Market under the symbol “TDAC.”  When the October 2021 merger occurred, Trident re-

named itself Lottery.com, Inc.  and changed its ticker symbol to “LTRY.”  Until July 2022, Lottery 

was primarily in the business of selling lottery tickets online through applications the company 

developed.  In or around August 2022, Lottery furloughed most employees and ceased core 

operations.  Lottery’s common stock is registered with the Commission pursuant to Exchange Act 

Section 12(b) and currently trades on Nasdaq under the ticker symbol “SEGG.” 

FACTS 

16. From its IPO and related offerings in 2018, Trident raised over $205 million.  

Trident had no operations and, as a SPAC, Trident sought a private entity with which to merge, 

thereby making the private entity a publicly traded company.  From June 2018 through early 2020, 

Trident unsuccessfully attempted to find a merger candidate in the oil and gas business.  In early 

2020, Trident changed its focus to clean energy, but again was unsuccessful.  On three occasions 

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prior to November 2020, Trident required – and obtained – shareholder approval to extend the time 

for concluding a business combination.  As a result of the delays and extensions, Trident 

shareholders had the ability to redeem their shares for cash from the trust containing the proceeds 

of the IPO, and many shareholders did.  These redemptions significantly reduced the amount in 

the trust.  When the merger occurred in October 2021, Trident had only about $63.5 million in the 

trust. 

17. By November 2020, Trident faced a looming deadline to complete a business 

combination under regulatory rules.  If Trident failed to find a target company and complete a 

merger (or further extend the deadline), Trident would have to liquidate and return to investors the 

money held in trust.  If this occurred, Komissarov and Trident’s other founders – who owned some 

of Trident’s stock, had funded Trident’s search for merger candidates and related due diligence 

activities, and had loaned money to Trident – would incur significant losses.  As explained in 

Trident’s pre-merger Proxy statement, “the beneficial ownership of the Initial Stockholders (which 

include all of [Trident’s] directors and officers) of an aggregate of 6,181,250 shares of Common 

Stock .  .  .  would become worthless if [Trident] does not complete a business combination within 

the applicable time period, as the Initial Stockholders have waived any right to redemption with 

respect to these shares.”  Komissarov beneficially owned approximately 200,000 shares, which 

were valued at over $2 million prior to the merger based upon the market price of Trident’s stock.   

18. Further, if Trident did not complete a merger, its directors, including Komissarov, 

would not receive reimbursement for certain expenses incurred by them on Trident’s behalf.  

Komissarov had provided more than $1.4 million for such expenses.  Komissarov’s associates 

stood to lose millions more. 

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Komissarov Met Lottery and Devised a Scheme to  
Falsely Inflate Lottery’s Financial Results 

 
19. In or around early November 2020, facing the looming merger deadline and the 

prospect of liquidating Trident, Trident’s founders, including Komissarov, were introduced to 

DiMatteo and Clemenson.  At the time, Lottery was bordering on insolvency and seeking new 

investment capital to stay afloat.  During the first half of 2020, Lottery had hired additional staff 

to expand its operations.  However, as the year progressed, Lottery failed to increase revenues 

substantially and, by September 2020, was having difficulty making payroll.  Prior to meeting 

Komissarov and the other Trident founders, Lottery was floundering financially, and its biggest 

source of projected revenue was a company that itself lacked funding.   

20. After the introduction, DiMatteo provided Lottery’s unaudited financial statements 

and projections to Komissarov and others at Trident.  During negotiations in November 2020, 

DiMatteo, Clemenson, and Dickinson informed Komissarov and other Trident founders that 

Lottery needed money to continue operations and that, although Lottery’s projections showed over 

$17 million in anticipated revenue for the year ending December 31, 2020, most of that revenue 

was at risk.  They informed Komissarov that Lottery had expected a business partner, Company 

A, to provide $1 million of revenue per month, but Lottery had not received any revenue from 

Company A for over eight months. 

21. Komissarov, who had significant financial incentives to complete a merger, told the 

Lottery executives that he could help with the lack of revenue.  Komissarov also informed the 

Lottery executives that, to generate investor interest and close a merger, Trident and Lottery would 

need to convince investors that Lottery’s business and revenues were growing quickly quarter-

over-quarter.  Lottery’s executives, who were desperate for capital and had no prior experience as 

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officers of a public company or taking a company public, accepted Komissarov’s representations 

and guidance wholesale. 

22. Beginning in mid-December 2020, Komissarov devised – and communicated to 

the Lottery executives – a scheme to attract investor interest in Lottery by creating a façade of 

revenue and asset growth.  The Lottery executives had no experience dealing with SPACs or 

preparing financial statements in conformance with GAAP and relied heavily on Komissarov.  

DiMatteo, Clemenson, and Dickinson discussed Komissarov’s plan, whether it would work, and 

the steps they would take to execute it – and, in late December 2020, agreed to proceed.  They 

followed Komissarov’s plans and instructions, described below, because they saw a merger with 

Trident as a lifeline for their struggling private company and its investors.   

23. To carry out this fraud, and the subsequent sham transactions, the individual 

defendants communicated primarily through a private messaging app that was purposefully set to 

automatically delete their messages after a short period of time.  They did so to avoid creating a 

record of their communications. 

24. Komissarov’s scheme initially had three primary components: 1) creating false 

revenue for Lottery; 2) spreading out that revenue over several quarters to create the appearance 

of rapid, consistent growth for Lottery; and 3) “spending” the fictious cash from the phony 

revenue to inflate Lottery’s value.  As detailed below, Komissarov borrowed money for a false 

revenue transaction and arranged for the funds to be transferred among various parties to create 

the false appearance of a payment for an actual sale.  Komissarov then advised the Lottery 

executives on re-structuring the phony sale to spread the revenue over three quarters.  At the 

same time, Komissarov directed the Lottery executives to pursue an acquisition, using a 

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middleman (i.e., an entity Komissarov identified) to inflate the purchase price – which Lottery 

“paid” by returning the borrowed funds to the middleman. 

25. In or around mid-December 2020, Komissarov detailed to the Lottery executives 

how Lottery could generate fake revenue with a compliant counterparty.  Komissarov said that 

an acquaintance, identified as “M.I.”, had $9 million in escrow and would allow Komissarov to 

borrow it for 30 days.  Komissarov outlined how the money could be loaned to Company A, 

which would enter into a phony purchase agreement with Lottery and then transfer the borrowed 

money to Lottery as payment.  Lottery would record the transaction, hold the money in escrow at 

year-end to create the appearance of having an additional $9 million in cash/assets, and then 

return the money to M.I. in January 2021.  Lottery would also claim that its return of the money 

was a cash payment toward an acquisition.   

26. In short, Komissarov’s plan involved a circular transfer of money for a sham 

transaction that had no economic substance.  At the time he conceived and – with the assistance 

of DiMatteo, Clemenson, and Dickinson – executed the plan.  Komissarov, DiMatteo, 

Clemenson, and Dickinson knew, or was reckless in not knowing, that the money transfers would 

create a false appearance: that a customer had paid $9 million to Lottery for data/services and 

that Lottery then used the $9 million to acquire assets of similar value.  In carrying out the 

scheme, Komissarov, DiMatteo, Clemenson, and Dickinson sought to deceive investors about 

Lottery’s financial status so they could complete the business combination and minimize 

shareholder redemptions from the Trident SPAC. 

Round-trip Transaction with Company A: Creating False Revenue Using Borrowed Money in 
an Escrow Account and Spending the Fictious Revenue on an Acquisition at an Inflated Price 

 
27. Per Komissarov’s instructions, in December 2020, Clemenson arranged for 

Company A to send a Statement of Work for a $9 million purchase from Lottery.  This document 

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was a sham because Company A did not have $9 million, nor did it intend to obtain goods or 

services from Lottery.  At the time, Komissarov, DiMatteo, Clemenson, and Dickinson knew, or 

were reckless in not knowing, that Lottery was not engaging in a genuine sale, but was merely 

creating the appearance of a transaction to generate fake revenue.   

28. In or around late December 2020, Komissarov informed the Lottery executives 

that M.I.’s money was in an escrow account at a law firm in Massachusetts (“Law Firm”).  

Komissarov also told Lottery executives that M.I. agreed to loan the money on the condition that 

it had to remain in the escrow account.  Neither Lottery nor Company A could withdraw or use 

the money.   

29. Komissarov directed the Lottery executives to have Lottery and Company A enter 

into escrow agreements with the Law Firm to facilitate the money transfers.  These transfers 

were simply bookkeeping entries in the Law Firm’s escrow records supported by transfer 

instructions from the lender, Company A, and Lottery.  At the time that Komissarov directed the 

transfers, he knew, or was reckless in not knowing, that Company A and Lottery were not 

engaging in a legitimate business transaction.   

30. In or around late December 2020, DiMatteo and Clemenson discussed the purpose 

of the escrow arrangement, and, on December 24, 2020, they each signed the corporate 

resolution authorizing Lottery to enter into an Escrow Agreement with the Law Firm.  At the 

time, DiMatteo and Clemenson knew, or was reckless in not knowing, that the purpose of using 

the escrow account was to conceal that the sale to Company A was bogus, that Lottery would not 

provide $9 million of goods or services to Company A, and that Lottery would not actually 

receive or be able to use the $9 million.   

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31. On December 27, 2020, the Law Firm’s principal emailed a “draft escrow 

disbursement request” even though, at the time, Lottery had no money in the escrow account.  

The disbursement request, which Komissarov drafted or was involved in drafting, was for $9 

million to be transferred from Lottery to M.I.  The following day, prior to Lottery being credited 

with any money, Clemenson signed the instructions.  In effect, before the round-trip transfer of 

money had begun, Lottery agreed to return the money. 

32. On December 29, 2020, the Law Firm’s principal confirmed “receipt of $9 million 

into the [Lottery] escrow account” and conveyed an account statement, showing a “Transfer to 

[Lottery], per [Company A’s] instructions.”  Subsequently, in its financial statements for 2020, 

which Lottery provided to its auditor and investors, Lottery included $8.95 million held in 

escrow at the Law Firm (the $9 million minus a $50,000 fee), thereby materially overstating its 

assets and cash holdings.  At the time, Komissarov, DiMatteo, Clemenson, and Dickinson knew, 

or were reckless in not knowing, that the $8.95 million was borrowed money that Lottery did not 

control.   

33. On January 25, 2021, at Komissarov’s direction, Clemenson sent escrow transfer 

instructions to the Law Firm, directing that $9 million be transferred to an entity identified by 

Komissarov.  Per Komissarov’s plan, Lottery claimed that this transfer was a partial payment for 

an acquisition of 80% ownership of two Mexican entities.  Clemenson and Dickinson have since 

acknowledged that the partial payment was a ruse – a cover story to return the borrowed money 

to its source.   

34. Komissarov, DiMatteo, Clemenson, and Dickinson knew, or were reckless in not 

knowing, that the transaction and transfers were phony and that the disclosures of this false 

information would mislead investors and Lottery’s auditor about the company’s financial results 

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and revenue growth.  Nevertheless, Komissarov included Lottery’s misstated financial results 

and the inflated cost of the acquisition in a Registration Statement on Form S-4 that Trident filed 

with the Commission on July 6, 2021 (and that Komissarov signed), in other amended Form S-4 

filings with the Commission, and in Trident’s Proxy Statement/Prospectus filed with the 

Commission on October 18, 2021.  For their part, under the Merger Agreement executed with 

Trident in February 2021, Lottery was responsible for providing information for Trident’s 

Registration Statement, Proxy Statement, and other filings that did not contain any untrue or 

misleading statements.  The Lottery executives provided or allowed the false information to be 

provided to Trident for inclusion in the filings.  Further, the Lottery executives and Komissarov 

knew that their names would be used in Trident’s Proxy Statement/Prospectus filed with the 

Commission and sent to Trident’s shareholders. 

Revising the Statement of Work to Spread Out the Phony Revenue from the Round-trip 
Transaction with Company A  

 
35. The Statement of Work that Company A sent to Lottery in December 2020 for a 

$9 million purchase did not include any time periods for performance and, thus, created 

uncertainty as to when Lottery could recognize revenue for the “sale.”  In or around early 

January 2021, Komissarov told the Lottery executives that the phony revenue should be spread 

across three quarters to show consistent growth and instructed them to create a new Statement of 

Work indicating that $2 million of goods/services were provided in late 2020, $2 million would 

be provided in the first quarter of 2021, and the remaining $5 million performance obligation 

would occur in the second quarter of 2021.   

36. In February 2021, the Lottery executives created a new Statement of Work and 

communicated with Company A about the modifications.  Consistent with Komissarov’s 

instructions, the new Statement of Work set performance periods to spread the revenue across 

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three financial quarters and was back-dated to December 2020.  The revised Statement of Work 

contained the same $9 million purchase price, even though Lottery had not, and would not, 

provide goods and services to Company A, which did not have the ability to pay.  To have proof 

of delivery for an audit, Lottery sent a USB drive containing worthless data to an address in 

Eastern Europe provided by Komissarov.  Neither Lottery nor Company A performed any 

obligations under the original or new Statements of Work, nor did they exchange anything of 

more than minimal value pursuant to those agreements.  

37. Per Komissarov’s plan, for its year-end 2020 financial statements, Lottery 

recorded the $9 million transaction and cash “payment,” and recognized $2 million in revenue 

for partial performance of the transaction with Company A, which increased Lottery’s revenue 

for 2020 by over 36%.  Lottery classified the remaining $7 million as deferred revenue, i.e., 

payment received for goods/services not yet provided.  Lottery recognized the deferred revenue 

in its first quarter of 2021 ($2 million) and second quarter of 2021 ($5 million), thereby falsely 

inflating Lottery’s financial results in those two quarters by at least 57%, and at least 90%, 

respectively. 

The Return of the Borrowed Funds, the Middleman, and the Mexican Acquisitions  
to Spend the Fictious Money from the Round-trip Transaction with Company A 

 
38. In early 2021, Lottery – directed by Komissarov and with the knowledge and 

participation of DiMatteo, Dickinson, and Clemenson – had accomplished two of the scheme’s 

three prongs.  Lottery, through the sham sale to Company A, had fabricated $9 million in phony 

revenue, and had generated paperwork to create the appearance that this revenue was spread over 

several quarters.  Problems remained, however: if Lottery was going to merge with Trident, 

Lottery would be audited and would need to explain what happened to the $9 million in cash it 

claimed to receive from the bogus sale.  Komissarov also needed to return the actual $9 million 

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used in the scheme from the Law Firm’s escrow accounts back to the lender.  The solution to 

these problems was another bogus transaction – the acquisition of two Mexican lottery 

companies, at sham prices, that allowed Lottery to “spend” the fake sale proceeds and that 

allowed Komissarov to return the cash to the lender. 

39. During the previous month, the Lottery executives received confirmation that 

Lottery could acquire 80% or 90% of the Mexican entities for about $1 million.  Komissarov told 

Clemenson that the Mexican entities could be “worth” any amount and that a third-party could 

purchase the entities and then sell them to Lottery at an artificially higher price.   

40. Rather than Lottery acquiring the Mexican entities in a direct purchase, Komissarov 

arranged for an entity in the Czech Republic (“Czech Company”) to act as a middleman by entering 

into an agreement to acquire the Mexican entities for about $1 million.  The Czech Company would 

then effectively sell the Mexican entities to Lottery for $10.5 million cash and hundreds of 

thousands of shares of stock.  But Lottery would not actually pay $10.5 million.  Instead, Lottery 

returned the $9 million in borrowed funds in the escrow account as partial payment to the Czech 

Company, as directed by Komissarov.  Prior to participating in the scheme, DiMatteo, Clemenson, 

and Dickinson discussed Komissarov’s plan, and all agreed to proceed. 

41. On January 25, 2021, at Komissarov’s direction, Clemenson sent escrow transfer 

instructions to the Law Firm, directing that $9 million be transferred to the Czech Company’s 

“escrow account administered by [Law Firm].”  The instructions also “requested that [M.I.] 

approves [sic] the revocation of the previous request and this new request by signing in the space 

provided below.” 

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42. Based on information and belief, around the same time, Komissarov arranged for 

the loaned money to be returned through Company B, an entity in Las Vegas, Nevada.  Company 

B was controlled by an associate of one of Trident’s directors. 

43. On January 26, 2021, the Law Firm wired $8.95 million from the escrow account 

to Company B’s account at a bank in Las Vegas.  Based upon information and belief, the $8.95 

million wired to Company B was the money that Komissarov had arranged as a loan for purposes 

of the phony revenue transaction described above in paragraphs 27 through 33 – minus a $50,000 

fee paid to the Law Firm. 

Komissarov Adopted a Pseudonym to Conceal His Identity 
 

44. In or around late January 2021, Komissarov identified a Mexican Attorney to 

represent both the Czech Company and Lottery in the acquisition of the Mexican entities.  The 

Lottery executives agreed – and informed the Mexican Attorney – that Lottery would pay the legal 

fees for both the Czech Company and Lottery.  The Czech Company identified “Vlad” (no last 

name) as its “representative in North America” to negotiate on its behalf. 

45. “Vlad” was actually Komissarov.  Because he was the CEO of Trident and was 

engaging in a scam to inflate Lottery’s financial results and perceived value, Komissarov sought 

to conceal his identity by adopting a pseudonym.  As “Vlad,” Komissarov participated in Zoom 

calls and other communications to facilitate agreements for the Czech Company to acquire the 

Mexican entities and then to “sell” those entities to Lottery at the inflated price.  DiMatteo, 

Clemenson, and Dickinson knew that “Vlad” was Komissarov.  In fact, the Lottery executives 

never met or communicated in person with anyone from the Czech Company.  All substantive 

interactions with and involving the Czech Company were handled by Komissarov acting as 

“Vlad.” 

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46. On March 16, 2021, “Vlad” emailed Clemenson two executed letters of intent for 

the Czech Company to acquire 80% of both Mexican entities for a combined $1.03 million. 

47. On April 2, 2021, Lottery and the Czech Company signed a Share Purchase 

Agreement, under which Lottery agreed to acquire the 80% ownership interest in both Mexican 

entities for $10,530,000 cash “plus 228,702 shares of Lottery.com, corresponding to 2.667% of the 

total outstanding shares of Lottery.com as of April 2, 2021.”  The amounts in this Agreement were 

the same as the final terms that Trident disclosed in a Commission filing in September 2021, 

though earlier Trident filings asserted that the “initial” consideration was just under $10 million.   

48. In effect, rather than Lottery purchasing the 80% ownership interest in the Mexican 

entities directly from their owners for about $1 million, Komissarov – with the assistance and 

knowledge of the Lottery’s executives – arranged for the Czech Company to purchase the Mexican 

assets and then sell them to Lottery at a huge mark-up.  Lottery did not pay $10.53 million in cash, 

as claimed in Trident’s filings with the Commission; instead, prior to Trident’s merger with Lottery, 

Lottery issued 228,702 shares of pre-merger stock to the Czech Company, as directed by 

Komissarov.  Based upon information and belief, Lottery issued the stock to compensate 

Komissarov’s associates for lending the $9 million for the phony deal with Company A and for 

acting as the middleman in the acquisition of the Mexican entities.   

49. Based on information and belief, in or around June 2021, Komissarov arranged for 

a new entity, Company C, to be created, after which Komissarov directed that the Czech 

Company’s right to obtain the 80% interest in the Mexican entities be transferred to Company C.   

50. On June 30, 2021, Lottery paid $1.03 million to the owners of the Mexican entities 

through the Law Firm’s escrow account.  Based on information and belief, the Czech Company 

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never paid anything for the Mexican entities and in effect transferred to Lottery its ability to acquire 

those entities. 

51. On July 6, 2021, Trident filed a Form S-4 with the Commission, which Komissarov 

signed as CEO of Trident.  In that filing, Trident stated that Lottery had acquired 80% ownership 

of the Mexican entities by purchasing Company C for total initial consideration of $9.9 million 

that “includes $9.4 million in cash and approximately $0.5 million in stock consideration (228,702 

shares at Lottery.com’s stock price of $2.01 per share).” 

52. At the time he signed the Form S-4, Komissarov knew, or was reckless in not 

knowing, that the representations about Lottery’s purchase of 80% of the Mexican entities for over 

$9 million in cash and stock were false and misleading because Lottery did not have – and had not 

paid – over $9 million in cash for the acquisition.  Moreover, the misrepresentations led investors 

to believe that Lottery had acquired a controlling interest in entities that were worth about $10 

million, when the realistic value of those entities, as reflected by the amount actually paid, was 

about $1 million. 

53.  At the time that he signed the Form S-4 filing, Komissarov knew, or was reckless 

in not knowing, that Lottery actually paid $1.03 million in total consideration to the Mexican 

entities and that Lottery had agreed to issue the 228,702 shares of stock to an entity that 

Komissarov designated.   

54. Based upon information and belief, shortly before the Trident-Lottery merger in 

October 2021, Komissarov directed Lottery to issue the 228,702 shares to the Czech Company.  

When the Trident-Lottery merger occurred, the 228,702 shares of non-public Lottery stock 

converted to 687,439 shares of publicly tradable Lottery stock, which was restricted from sale for 

six months. 

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55. In April 2022, prior to the stock becoming unrestricted, Komissarov arranged for 

the 687,439 shares issued to the Czech Company to be transferred to a newly created entity, 

Company D, which had been established and was controlled by the principal of the Law Firm 

through which Komissarov had cycled the $9 million loan for the phony revenue transaction in 

late 2020/early 2021.  Based upon information and belief, at Komissarov’s direction, the principal 

of Law Firm sold approximately 480,000 shares of Lottery stock in May 2022, for total proceeds 

of over $665,000.   

56. Komissarov knew, or was reckless in not knowing, that his conduct in connection 

with these schemes was unlawful.  In a phone call with Clemenson and Dickinson recorded by the 

FBI, Komissarov acknowledged “if Trident and me specifically knew about [the Company A-

Mexico transactions], then, then I’m in deep, deep, deep, deep water.” 

Material Misstatements in Trident’s Commission Filings and Press Releases Related to the 
Round-trip Transaction with Company A 

 
57. To present the merger to Trident’s shareholders for approval and to solicit investors, 

Trident made a series of public filings with the Commission in 2021, typically signed by 

Komissarov and with the knowledge of the Lottery executives, who were responsible for supplying 

information about Lottery to Trident that did not contain any untrue statements of a material fact.  

As a result of the sham transactions discussed above – which Komissarov directed and DiMatteo, 

Clemenson, and Dickinson participated in – these filings were materially misleading in several 

key ways.  As described below, the filings (a) overstated Lottery’s revenue and revenue growth; 

(b) minimized Lottery’s actual losses (negative net income); and (c) falsely characterized Lottery’s 

purchase of the Mexican entities, which impacted the value of those entities and inflated Lottery’s 

assets. 

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58. For example, on July 6, 2021, Trident filed a Form S-4 with the Commission, which 

Komissarov signed as CEO of Trident.  At the time Komissarov signed and authorized the filing 

of the Form S-4, Komissarov, DiMatteo, Clemenson, and Dickinson knew, or were reckless in not 

knowing, that information supplied by Lottery that Trident included in the filing was materially 

false concerning Lottery’s financial results and the initial consideration paid for the Mexican 

entities.  Specifically, the Form S-4 indicated that: 

a. Lottery’s annual revenue for 2020 was $7.46 million based on audited financial 

statements.  At the time, Komissarov, DiMatteo, Clemenson, and Dickinson knew, 

or were reckless in not knowing, that this figure was inflated by $2 million – or 

over 36% – because of the phony revenue transaction involving Company A.   

b. Lottery’s unaudited revenue for the first quarter of 2021 was $5.46 million.  At the 

time, Komissarov, DiMatteo, Clemenson, and Dickinson knew, or were reckless in 

not knowing, that this figure was also inflated by $2 million – or over 57% – 

because of the phony revenue transaction involving Company A. 

c. Lottery had acquired 80% ownership of the Mexican entities by purchasing 

Company C for total initial consideration of $9.9 million that “includes $9.4 million 

in cash and approximately $0.5 million in stock consideration (228,702 shares at 

Lottery.com’s stock price of $2.01 per share).” At the time, Komissarov, DiMatteo, 

Clemenson, and Dickinson knew, or were reckless in not knowing, that Lottery had 

paid only $1.03 million to acquire the 80% ownership stakes.   

59. Subsequent, amended Forms S-4 filed on August 12, 2021, September 17, 2021, 

and October 5, 2021, were signed by Komissarov and contained similar material misstatements 

about Lottery’s revenue and the costs of acquiring the Mexican entities.  DiMatteo, Clemenson, 

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and Dickinson provided or directed the provision of  the information concerning Lottery’s financial 

results and the Mexican acquisitions that was included in these amended Forms S-4, and knew, or 

were reckless in not knowing, that the information was materially false and misleading. 

60. On August 2, 2021, Lottery and Trident issued a press release with Lottery’s 

preliminary results for revenue for Q2 FY 2021.  Trident also filed a Form 8-K with the 

Commission, signed by Komissarov, attaching the release and including it by reference.  In the 

release, Lottery announced that, preliminarily, revenue for the quarter was expected to be “between 

$9.1 million and $9.6 million on a reported basis” and that Lottery’s “sequential revenue growth 

averaged approximately 87% per quarter, and the Company expects to achieve similar average 

growth in the near term.” The release also quoted DiMatteo: “Our revenue in the first half of the 

year is tracking ahead of our internal estimates, and .  .  .  we are forecasting strong sequential 

growth in the second half of 2021.”   

61. At the time of the press release of August 2, 2021, Komissarov and DiMatteo knew, 

or were reckless in not knowing, that the release contained materially false and misleading 

statements, particularly: 

a. Lottery’s revenue estimate of $9.1 million to $9.6 million was more than twice the 

amount of Lottery’s actual revenue because it included $5 million of fake, deferred 

revenue from the phony transaction with Company A that Lottery recognized in the 

second quarter of 2021. 

b. Lottery’s sequential quarterly revenue growth was, at best, a fraction of 87% 

because Lottery included fake revenue in three consecutive quarters because of the 

deal with Company A.   

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c. Lottery could not legitimately meet its growth forecasts because the company was 

struggling to grow its core business, i.e., online sales of lottery tickets.  Having 

engaged in phony transactions to support the inflated numbers from past quarters, 

Lottery would need similar, sham transactions to meet the forecast for “strong 

sequential growth in the second half of 2021.”   

62. DiMatteo also knew, or was reckless in not knowing, that his statement in the press 

release about Lottery’s revenue “tracking ahead of our internal estimates” was false because nearly 

half of Lottery’s revenue for the first half of 2021 was fabricated.   

63. On October 18, 2021, Trident filed a Proxy Statement/Prospectus with the 

Commission that was also mailed to Trident’s stockholders.  The purpose of the filing was, in part, 

to provide Trident shareholders with information about the potential business combination with 

Lottery so that they could vote on the merger and/or decide whether to redeem their shares prior 

to the merger.  As noted in the filing, Trident’s shareholders could redeem their shares for 

approximately $10.94 per share, which was 9.4% higher than the IPO price.   

64. As with Trident’s Form S-4 and amendments thereto, the Proxy 

Statement/Prospectus contained materially false and misleading statements about Lottery’s 

financial results and the total price of the Mexican acquisitions.  The misrepresentations were the 

same as those contained in the amended Forms S-4 filed with the Commission on September 17, 

2021, and October 5, 2021.  Komissarov was involved in drafting, editing, and reviewing the 

Prospectus/Proxy and he approved its filing with the Commission.  At the time, Komissarov knew 

or was reckless in not knowing about the materially false statements in the Proxy 

Statement/Prospectus.  DiMatteo, Clemenson, and Dickinson knew or were reckless in not 

knowing that the financial results and the cost of the Mexican acquisitions, which Lottery supplied 

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to Trident for the Proxy Statement/Prospectus, were materially false.  Komissarov and the Lottery 

executives also knew that their names were being used in the Proxy Statement/Prospectus.   

65. As to the Lottery executives, the Proxy Statement/Prospectus included detailed 

biographies of DiMatteo, Clemenson, and Dickinson, noting their experience in management, 

other qualifications, and that DiMatteo and Clemenson had been “at the forefront of developing 

innovative online products and blockchain solutions and establishing strategic partnerships with 

market participants throughout their careers.”  The Proxy Statement/Prospectus also included a 

detailed history of Lottery; its management’s discussion and analysis of Lottery’s financial 

condition and results of operations; and explained that DiMatteo, Clemenson, and Dickinson 

would lead the combined company if the merger occurred. 

66. On October 21, 2021, Trident and Lottery issued a press release announcing 

Lottery’s “strong preliminary third quarter 2021 revenues” with an expected range of $22 million 

to $24 million.  DiMatteo, quoted in this press release, touted these “strong” results.  Komissarov, 

DiMatteo, Clemenson, and Dickinson knew, or were reckless in not knowing, that the release 

contained material misstatements about Lottery’s expected revenue and quarterly sequential 

revenue growth.  Specifically, the bulk of the revenue was from a phony transaction that Lottery 

entered into on September 30, 2021, described further below. 

In Early 2021, Komissarov Established Aggressive Revenue Projections and, 
as Part of the Scheme to Defraud, Directed the Lottery Executives to 

Achieve Them by Engaging in Phony Transactions 
 

67. As Komissarov directed and, with the assistance of others, executed the initial 

phony revenue transactions involving Company A and the Mexican entities in the early months of 

2021, he stressed to DiMatteo, Clemenson, and Dickinson the need to show that Lottery had a 

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rapidly growing business and that revenues were increasing at double-digit rates to attract investors 

and complete the merger.   

68. In or around early 2021, Komissarov directed the development of Lottery’s 

financial projections – with a particular emphasis on revenue growth – and targeted $71 million 

for Lottery’s projected revenue in FY2021.  Throughout 2021, Komissarov communicated almost 

daily with DiMatteo, Clemenson, and/or Dickinson.  Those communications were on a platform 

that would erase messages after a set number of hours so there would be no records. 

69. In regular communications from at least March 2021 through the date of the merger, 

Komissarov repeatedly told the Lottery executives that, unless they showed growth toward the $71 

million revenue target for 2021, the merger would be at risk. 

70. In March 2021, Komissarov participated in Lottery’s preparation of an investor 

presentation, which Trident and Lottery used in meetings with investors.  The investor presentation 

included the $71 million revenue projection for FY 2021.   

71. In filings with the Commission, Trident represented that Lottery’s revenue 

(unaudited) for the first half of 2021 was approximately $14.78 million, though this was nearly 

double the amount of actual revenue because of the phony transaction with Company A.  

Regardless, to meet annual revenue projections that Komissarov had insisted upon, Lottery needed 

at least $56 million in revenue in the second half of 2021. 

72. During September 2021 (the final month of Q3 FY 2021), Lottery’s quarterly 

revenue was far below projections and, if accurately reported, would show negative growth rather 

than the “strong sequential growth” that DiMatteo had announced the prior month.  With the 

merger scheduled for the following month, Komissarov encouraged Lottery to engage in yet 

another phony transaction to substantially increase reported revenue for Q3 FY 2021. 

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Round-trip Transaction with Company E: Lottery Engaged in a Fraudulent Transaction at the 
End of the Third Quarter to Artificially Inflate its Financial Results Prior to the Merger—and 

Continued to Book Phony Revenue as a Public Company 
 

73. When the Merger Agreement was signed in February 2021, the Lottery executives 

had doubled their annual salaries – from $250,000 to $500,000.  The higher salaries – and the 

prospect of owning millions of shares of publicly traded stock – were powerful incentives to follow 

Komissarov’s directions both before and after the merger.   

74. As the merger date approached, the individual Defendants were motivated to close 

the deal and to prop up Lottery’s share price afterward.  Under the Merger Agreement, Komissarov, 

Trident’s other founders, and the Lottery executives could receive additional “earnout” shares if 

Lottery’s stock price achieved specific thresholds after the merger.  Specifically, the holders of pre-

merger Lottery stock could receive up to 6,000,000 additional shares of common stock if the dollar 

volume-weighted average price of Lottery stock equaled or exceeded $13 per share for 20 of any 

30 consecutive trading days after the merger.  Komissarov and Trident’s two other founders could 

receive up to 4,000,000 additional shares.  The merger agreement contained similar provisions if 

certain thresholds were achieved in 2022. 

75. In or around late September 2021, Lottery sought to meet Komissarov’s aggressive 

revenue projections and DiMatteo’s forecast of strong sequential revenue growth.  Motivated by 

economic incentives to encourage Trident investors not to sell or redeem their shares prior to the 

merger and, after the merger, to prop up Lottery’s share price, the Lottery executives engaged in 

phony transactions with Company E, which had connections to Company A.  In three separate 

deals, Company E entered into agreements with Lottery in which it pretended to buy assets and 

services from Lottery at inflated prices.  In reality, Company E bought virtually nothing.  Instead, 

in an initial transaction, Lottery itself provided Company E with the money to make the transaction 

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appear to be legitimate, using a line of credit that Lottery obtained from the proceeds of its merger 

with Trident.  As Komissarov and the Lottery executives planned, these fake sales allowed Lottery 

to report tens of millions of dollars of revenue that did not exist.   

76. In September 2021, Lottery engaged in the first sham transaction with Company E.  

On September 30, 2021, Dickinson executed an agreement for Company E to purchase $10 million 

of pre-paid advertising credits Lottery owned for $30 million, with payment due in 90 days.  

Lottery had obtained these credits years earlier, as investments from two media companies.  The 

Lottery executives knew, or were reckless in not knowing, that the credits were not freely 

transferrable and had restrictions on usage, e.g., the credits had to be used to promote Lottery.    

Regardless, even if the credits could be used by and transferred to a third party, there was no 

justification for charging $30 million for $10 million worth of credits.   

77. Lottery recorded the transaction as a bona fide sale and recognized the entire $30 

million as revenue in the third quarter of 2021.  DiMatteo, Dickinson, and Clemenson knew, or 

were reckless in not knowing, that no assets were actually re-titled or transferred to Company E 

and, moreover, that Company E was trying to raise capital and did not have $30 million. 

78. On October 21, 2021 (eight days before the merger), Lottery and Trident issued a 

press release, which Trident filed with the Commission, touting Lottery’s “Strong Preliminary 

Third Quarter 2021” and “Quarterly Sequential Growth of Greater than 135%.”  The claimed 

revenue and growth were entirely attributable to the phony transaction of September 30, 2021.    

79. On November 15, 2021, Lottery issued an earnings release for Q3 FY 2021, 

highlighting Q3 FY 2021 revenue of $32.2 million and net income of $11.2 million.  The bogus 

transaction with Company E represented $30 million – or 93% – of the reported revenue and turned 

a multi-million-dollar loss into an $11.2 million “profit.” In the release, DiMatteo expressed pride 

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about the “strong revenue and profitability growth we achieved in the third quarter” and indicated 

that Lottery would use its (fictitious) profits to continue growing its business.  The release also 

noted that Lottery “expects to meet or exceed its previous guidance of $71 million for full year 

2021 revenue.”  

80. At the time he made or authorized the making of the statements in the earnings 

release, DiMatteo knew, or was reckless in not knowing, that Lottery’s third quarter results were 

largely based on the $30 million “sale” to Company E and that Lottery did not have any profit in 

the third quarter.  DiMatteo also knew, or was reckless in not knowing, that Lottery’s core business 

was not generating substantial growth and that achieving $71 million in revenue for the year was 

unrealistic unless Lottery generated additional sham revenue.    

81. On November 18, 2021, Lottery filed a Form S-1 with the Commission to register 

millions of additional shares of common stock.  The Form S-1, signed by DiMatteo, Clemenson, 

and Dickinson, included Lottery’s unaudited financial results for first three quarters of 2021, which 

included $7 million of revenue from the phony transaction with Company A and $30 million of 

revenue from the sham sale of advertising credits to Company E.  At the time that Lottery filed the 

Form S-1, DiMatteo, Clemenson, and Dickinson knew, or were reckless in not knowing, that the 

filing contained materially false and misleading statements about Lottery’s revenue and other 

financial metrics, including net income, because they were involved in or oversaw the phony 

transactions and had intentionally sought to inflate Lottery’s financial results in concert with 

Komissarov. 

Lottery Obtained a Line of Credit, which DiMatteo, Clemenson, and Dickinson Used to Create 
the Appearance that Company E Paid $30 Million to Lottery for the Round-trip Transaction 

 
82. For the advertising credits purchased on September 30, 2021, Company E was 

required to pay $30 million to Lottery by year end.  However, Company E did not have $30 million 

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– or anything close to it.  Komissarov, DiMatteo, Clemenson, and Dickinson understood that, 

because the transaction represented more than half of Lottery’s year-to-date revenue, Lottery’s 

auditors would likely question the validity of the transaction if the money was not paid. 

83. During Q4 FY 2021, the Lottery executives informed Komissarov that Company E 

did not have the money and sought his assistance in obtaining funding for Company E.  Although 

Komissarov attempted to identify funding options, the Lottery executives decided to obtain a loan 

– more specifically, a line of credit – to create the appearance that Lottery was paid $30 million at 

the end of December 2021. 

84. On or around December 30, 2021, Dickinson, with the knowledge and approval of 

DiMatteo and Clemenson, applied for a $30 million line of credit for Lottery, using $30 million of 

cash from the merger as collateral.  DiMatteo, Clemenson, and Dickinson did not inform Lottery’s 

outside directors, Chief Legal Officer, or auditor about the line of credit.  Instead, they intentionally 

concealed its existence to create the appearance that Lottery had received $30 million from 

Company E as payment for the transaction of September 30, 2021.   

85. The line of credit did not make financial sense for Lottery and served no legitimate 

business purpose.  To obtain it, Lottery had to maintain $30 million in an account at the same bank.  

The account paid no interest and was essentially frozen, i.e., the money was no longer accessible 

to Lottery and could not be used for any purpose until the line of credit was paid.  Lottery also 

paid a $300,000 origination fee and monthly interest.  Thus, rather than getting paid interest on its 

$30 million, Lottery ended up paying interest and a fee on a $30 million line of credit. 

86.  DiMatteo, Clemenson, and Dickinson knew, or were reckless in not knowing, that 

the line of credit was contrary to the interests of Lottery and its shareholders.  The only purpose of 

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the line of credit was to create the false appearance that Lottery was continuing to grow both its 

revenues and assets. 

87. At the end of December 2021, the CEO of Company E sent numerous personal 

checks in various amounts (up to $30 million) to Lottery so that, prior to year end, Lottery would 

have “proof” of payment to show its auditor.  Lottery did not cash any of the checks for several 

weeks.   

88. In early January 2022, after obtaining the line of credit, Dickinson – with the 

knowledge and consent of DiMatteo and Clemenson – directed that the entire amount (minus a 

fee) be transferred to Company E.   Approximately two weeks later, Lottery cashed a $30 million 

personal check from Company E’s CEO.  In effect, the $30 million purchase by and “payment” 

from Company E was a round-trip transaction, i.e., Lottery used its own money to “pay” for the 

sale of over-priced, non-transferable advertising credits.  Nevertheless, because Lottery did not 

disclose the line of credit, Lottery appeared to have $30 million of additional cash when, in fact, 

nearly all of that cash was a loan. 

Following the Round-trip Transaction with Company E, Lottery Engaged in Two Other Sham 
Transactions with Company E to Boost Revenue 

 
89. The ruse involving the line of credit was important to Komissarov and the Lottery 

executives not only to show that Company E “paid” Lottery for the September 2021 sale, but also 

because Lottery needed additional (fake) revenue in Q4 FY 2021 to try to achieve Komissarov’s 

revenue projections.  Based on information and belief, Lottery engaged in another phony 

transaction with Company E to support the stock price. 

90. In Q4 FY 2021, Lottery’s actual revenues were modest.  At the end of December 

2021, the Lottery executives, with Komissarov’s knowledge, generated an invoice to Company E 

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for over $17.1 million, consisting largely of 4.33 million “free tickets”, $1 million of advertising 

credits, and vaguely described information technology services.   

91. As with the purported sale of advertising credits in the sham transaction from 

September 2021, the credits in the December 2021 invoice were marked up to three times their 

face value.  At the same time that they created the December 2021 invoice, the Lottery executives 

arranged for the line of credit to conceal Company E’s inability to pay for the earlier transaction.  

In addition, DiMatteo, Clemenson, and Dickinson knew at the time, or were reckless in not 

knowing, that Lottery had not provided $17.1 million of goods and services to Company E, and 

that Company E did not have the resources to pay $17.1 million.  Nevertheless, Lottery booked 

the entire amount as revenue for Q4 FY 2021. 

92. In early 2022, before any financial improprieties came to light, Lottery’s board of 

directors awarded DiMatteo, Clemenson, and Dickinson retention bonuses of $227,740 each.  At 

the time, Lottery appeared to be increasing its revenues and assets as a result of the Defendants’ 

fraudulent scheme and material misrepresentations about Lottery’s financial results.  DiMatteo, 

who was the chairman of the board, did not inform the outside directors about the $30 million line 

of credit or that Lottery’s cash holdings were overstated by $30 million.  Instead, during the first 

half of 2022, DiMatteo continued to tout Lottery’s phony, inflated results in earnings releases and 

other public statements.   

93. In an earnings release on March 31, 2022, Lottery reported Q4 FY 2021 revenue of 

$21.5 million, which was falsely inflated by at least $17.1 million, and FY 2021 pro forma revenue 

of $70.5 million, which was overstated by at least $54 million.  In the release, DiMatteo 

commented on Lottery’s “strong revenue growth and gross profit” and noted Lottery’s intent to 

use the cash from the merger and the “$30 million received from the sale” to Company E to further 

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grow the business.  At the time he made the statements, DiMatteo knew, or was reckless in not 

knowing, that nearly 80% of Lottery’s reported revenue was fake, the company had not had “strong 

revenue growth,” and Lottery had not received $30 million in cash from a sale in 2021. 

94. On same day as the March 2022 earnings release, Lottery issued another invoice to 

Company E for over $18.5 million.  At the time, DiMatteo, Clemenson, and Dickinson knew, or 

were reckless in not knowing, that Company E had not paid for either of the two previous 

transactions totaling over $47 million.  DiMatteo, Clemenson, and Dickinson also knew at the 

time, or were reckless in not knowing, that Lottery had not provided $18.5 million of goods and 

services to Company E and that Company E could not pay $18.5 million.  Nevertheless, Lottery 

recorded the entire amount as revenue for Q1 FY 2022.   

95. In an earnings release on May 16, 2022, Lottery reported Q1 FY 2022 revenue of 

$21.2 million, which was falsely inflated by at least $18.5 million.  Lottery also claimed to have 

$7.7 million in adjusted EBITDA and $50.8 million in cash for the period ended March 31, 2022.  

In fact, without the $18.5 million from the bogus invoice to Company E, Lottery’s adjusted 

EDITDA would have been negative.  Moreover, Lottery’s $50.8 million in cash was misleading 

because Lottery did not disclose the $30 million fully drawn line of credit.   

96. In the earnings release of May 16, 2022, DiMatteo touted “the [Lottery] team’s 

continued focus on our core business and generating strong Adjusted EBITDA” and stated that the 

company’s positive business developments “combined with our strong balance sheet, position us 

well for future growth.” At the time that he made or authorized the making of these statements in 

the earnings release, DiMatteo knew, or was reckless in not knowing, that Lottery’s revenue, 

adjusted EBITDA, and balance sheet information contained in the release were materially inflated.   

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In Video Interviews Made Available to Investors, DiMatteo Touted the $30 Million Round-trip 
Transaction with Company E and Claimed that Lottery Collected the $30 Million 

 
97. Following the de-SPAC, DiMatteo also talked up Lottery’s financial performance 

and its purported sale of advertising credits to Company E and claimed that Lottery had collected 

the $30 million receivable from that sale.  Specifically, in an interview with YogoNet posted online 

[at https://www.youtube.com/watch?v=H5CCimVTUnk], DiMatteo stated that “In Q3, we were 

able to sell some of those credits to one of our master affiliates at a premium .  .  .  that’s a revenue 

generating event for us.”  In the interview, DiMatteo also stated, “this is just the first step for us 

and we expect this to be a continuing piece of our business going forward .  .  .  and it’s really 

important for us as we move forward in our overall growth strategy.” 

98. At the time he made the statements in the YogoNet interview, DiMatteo knew, or 

was reckless in not knowing, that his statements were false and misleading.  In fact, the credits 

were not freely transferable, had restrictions on their use, and were not actually sold.  In addition, 

DiMatteo knew or was reckless in not knowing that the sale “at a premium” was a sham and that 

the counterparty could not and did not pay Lottery. 

99. In an interview in early February 2022, DiMatteo claimed that Lottery had collected 

the $30 million from the bogus sale.  When asked whether the receivables were collected, 

DiMatteo responded “they have” and deferred to Dickinson for additional detail.  Later in the 

interview, DiMatteo maintained that Lottery had not adequately explained the transaction to 

investors who had raised concerns, and stated that “closing the Q3 [receivable] will help to sort of 

hopefully alleviate some of those concerns.” 

100. At the time of the February 2022 interview, DiMatteo knew, or was reckless in not 

knowing, that Lottery had obtained a $30 million line of credit, which was immediately drawn 

down by Lottery and transferred (minus a fee) to the principal of Company E so that it could “pay” 

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Lottery.  DiMatteo knew, or was reckless in not knowing, that Lottery received no actual payment, 

incurred a $300,000 fee, and was making interest payments to maintain the fiction that the 

receivable was paid by Company E.   

Lottery’s Periodic Filings with the Commission in 2022 Contained  
Material Misrepresentations 

 
101. On April 1, 2022, Lottery filed its Form 10-K for the year ending December 31, 

2021, which contained the Company’s financial statements and the audit report of its independent 

public accountants.  In the financial statements, Lottery included at least $54.1 million in phony 

revenue for 2021.  Lottery also overstated its cash by $30 million because the “payment” from 

Company E was, in fact, almost entirely money borrowed money from the undisclosed $30 million 

line of credit.  Lottery also did not include any disclosure of the line of credit as a subsequent 

event, the proceeds of which it provided to Company E to “pay” for the $30 million transaction of 

September 30, 2021. 

102. DiMatteo, Clemenson, and Dickinson each signed, or directed that their signatures 

be included on, the Form 10-K filing.  DiMatteo, Clemenson, and Dickinson each knew, or were 

reckless in not knowing, that the financial results in the Form 10-K were materially misstated with 

respect to Lottery’s annual revenues, net income, cash, and assets.  They also knowingly or 

recklessly failed to disclose the line of credit as a material subsequent event. 

103. On May 16, 2022, Lottery filed its Form 10-Q for the quarter ending March 31, 

2022.  In the unaudited financial statements in the Form 10-Q, Lottery included at least $18.5 

million in phony revenue for the quarter.  Lottery also overstated its cash by $30 million because 

it did not disclose the $30 million line of credit.   

104. DiMatteo and Dickinson signed, or directed that their signatures be included on, 

the Form 10-Q filing.  At the time, DiMatteo and Dickinson knew, or were reckless in not knowing, 

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that the financial results in the Form 10-Q were materially misstated with respect to Lottery’s 

quarterly revenues, net income, cash, and assets. 

Misrepresentations to the Auditors in the Management Representation Letter 

105. In connection with the audit of Lottery’s financial statements for 2021, the 

independent auditor required DiMatteo and Dickinson to sign a management representation letter.  

Among other representations required by the auditor, the letter contained statements concerning 

the proper recording of material transactions, knowledge of fraud, arrangements affecting reported 

revenue, and the validity of receivables.   

106. On or about March 31, 2022, DiMatteo and Dickinson signed the management 

representation letter.  In the letter, which the auditors relied upon, DiMatteo and Dickinson falsely 

represented, among other things, that (i) they believed the financial statements conformed with 

GAAP; (ii) “there were no material transactions that have not properly been recorded” in the 

company’s records; (iii) they had no knowledge of fraud; (iv) there were no “arrangements (either 

written or oral) that affect the amount or timing revenue reported; and (v) receivables recorded 

were valid claims against debtors.  The letter also stated: “No events have occurred subsequent to 

the balance sheet date and through the date of this letter that would require adjust to, or disclosure 

in, the consolidated financial statements.” 

107. DiMatteo and Dickinson knew, or were reckless in not knowing, that their 

representations in the letter to the auditors were false or misleading.  Specifically, DiMatteo and 

Dickinson knew, or were reckless in not knowing, that (i) the financial statements did not comply 

with GAAP because they contained at least $54 million of revenue (of the $68.5 million in total 

revenue) that was fake as a result of the sham transaction with Company A in late 2020 and two 

phony transactions with Company B at the end of the third and fourth quarters of 2021; (ii) the 

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phony revenue transactions and the amount of consideration paid for the acquisition of the 

Mexican entities were not properly recorded in Lottery’s accounting records; (iii) Lottery had 

engaged in fraudulent transactions, in which they were involved; (iv) Lottery had arrangements 

with Company A and Company B that impacted revenue; and (iv) Lottery’s receivables included 

the second phony transaction with Company B.   

False Certifications by DiMatteo and Dickinson 

108. On or about March 31, 2022, DiMatteo and Dickinson certified that they had 

reviewed Lottery’s Form 10-K and that, among other things, (i) based on their knowledge, the 

Form 10-K did not contain any untrue statement of a material fact or omit to state a material fact 

necessary to make the statements made, in light of the circumstances under which such statements 

were made, not misleading; (ii) based on their knowledge, the financial statements, and other 

financial information included in the report, fairly presented in all material respects the financial 

condition, results of operations and cash flows of Lottery and (iii) they had designed internal 

control over financial reporting, or caused such internal control over financial reporting to be 

designed, to provide reasonable assurance regarding the reliability of financial reporting and the 

preparation of financial statements for external purposes in accordance with GAAP.  DiMatteo and 

Clemenson knew, were reckless in not knowing, or should have known that their certifications 

were false. 

109. On or about March 31, 2022, pursuant to Rule 13a-14 of the Exchange Act, 

DiMatteo and Dickinson also certified that the information contained in the Form 10-K fairly 

presented, in all material respects, the financial condition and results of operations of the Company.  

At the time, DiMatteo and Dickinson knew, were reckless in not knowing, or should have known 

that their certifications were false. 

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Lottery Ultimately Disclosed Some of the Material Misstatements in its Financial Statements 

110. In or around July 2022, Lottery’s board became aware of financial improprieties 

and discovered, among other things, the $30 million line of credit.  The Board terminated 

Dickinson, and Clemenson and DiMatteo resigned shortly thereafter.  In or around August 2022, 

Lottery ceased operations and furloughed nearly all of its employees.   

111. Lottery’s market capitalization peaked at over $400 million after the de-SPAC, 

declined in 2022, and, after the company disclosed accounting issues and halted operations, fell to 

roughly $10 million.  Investors suffered substantial losses as a result of the Defendants’ 

misconduct. 

112. On May 9, 2023, Lottery restated its financial results for FY 2021 to remove the 

phony transactions of September 30, 2021 ($30 million in revenue) and December 31, 2021 ($17.1 

million in revenue).  Lottery also restated its financial results for its first quarter of FY 2022 to 

remove $18.5 million in fake revenue for the invoice of March 31, 2022.     

FIRST CLAIM FOR RELIEF 
Violations of Section 10(b) of the Exchange Act and Rule 10b-5 

[15 U.S.C. § 78j(b) and 17 C.F.R. § 240.10b-5] 
 

113. Paragraphs 1 through 112 are realleged and incorporated by reference herein. 

114. Lottery, Komissarov, DiMatteo, Clemenson, and Dickinson, directly or indirectly, 

in connection with the purchase or sale of a security, by the use of means or instrumentalities of 

interstate commerce, of the mails, or of the facilities of a national securities exchange, with 

scienter: employed devices, schemes, or artifices to defraud; made untrue statements of material 

facts, or omitted to make statements made, in light of the circumstances under which they were 

made, not misleading, and engaged in acts, practices, or courses of business which operated or 

would operate as a fraud or deceit upon other persons. 

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115. By engaging in the conduct described above, Lottery, Komissarov, DiMatteo, 

Clemenson, and Dickinson violated, and unless restrained and enjoined will again violate, Section 

10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. §§ 240.10b-

5]. 

SECOND CLAIM FOR RELIEF 
Aiding and Abetting Violations of Section 10(b) of the Exchange Act and Rule 10b-5 

[15 U.S.C. § 77q(a) and 17 C.F.R. § 240.10b-5(b)] 
 

116. Paragraphs 1 through 112 are realleged and incorporated by reference herein. 

117. Lottery, both as the entity formerly operating as Autolotto, Inc.  and as the entity 

that was renamed following the Trident SPAC merger, directly or indirectly, in connection with the 

purchase or sale of a security, by the use of means or instrumentalities of interstate commerce, of 

the mails, or of the facilities of a national securities exchange, with scienter: employed devices, 

schemes, or artifices to defraud, made untrue statements of material facts, or omitted to state 

material facts necessary in order to make the statements made, in the light of the circumstances 

under which they were made, not misleading; and engaged in acts, practices, or courses of business 

which operated or would operate as a fraud or deceit upon other persons. 

118. By engaging in the conduct described above, and pursuant to Section 20(e) of the 

Exchange Act [15 U.S.C. § 78t(e)], DiMatteo, Clemenson, and Dickinson knowingly or recklessly 

provided substantial assistance to, and thereby aided and abetted Lottery’s violations of Section 

10(b) of the Exchange Act [15 U.S.C. § 78j(b)], and Rule 10b-5 thereunder [17 C.F.R. §§ 240.10b-

5]. 

119. By engaging in the conduct described above, DiMatteo, Clemenson, and Dickinson 

aided and abetted Lottery’s violations, and unless restrained and enjoined will again aid and abet 

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violations of Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)], and Rule 10b-5 thereunder 

[17 C.F.R. §§ 240.10b-5]. 

THIRD CLAIM FOR RELIEF 
Section 17(a) of the Securities Act 

[15 U.S.C. § 77q(a)] 
 

120. Paragraphs 1 through 112 are realleged and incorporated by reference herein. 

121. Lottery, Komissarov, DiMatteo, Clemenson, and Dickinson, acting knowingly, 

recklessly, or negligently in the offer or sale of securities and by the use of means or instruments 

of transportation or communication in interstate commerce or by the use of the mails, directly or 

indirectly 

a. employed a device, scheme, or artifice to defraud; 

b. obtained money or property by means of untrue statements of material fact or by 

omitting to state material facts necessary in order to make the statements made, in 

light of the circumstances under which they were made, not misleading; 

c. engaged in transactions, practices, or a course of business which operated or would 

have operated as a fraud or deceit upon purchasers; and  

122. By engaging in the conduct described above, Lottery, Komissarov, DiMatteo, 

Clemenson, and Dickinson violated, and unless restrained and enjoined will again violate, Section 

17(a) of the Securities Act [15 U.S.C. §77q(a)]. 

FOURTH CLAIM FOR RELIEF 
Aiding and Abetting Violations of Section 17(a) of the Securities 

[15 U.S.C. § 77q(a)] 
 

123. Paragraphs 1 through 112 are realleged and incorporated by reference herein. 

124. Lottery, both as the entity formerly operating as Autolotto, Inc.  and as the entity 

that was renamed following the Trident SPAC merger, acting knowingly, recklessly, or negligently 

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39 
 

in the offer or sale of securities and by the use of means or instruments of transportation or 

communication in interstate commerce or by the use of the mails, directly or indirectly 

a. employed a device, scheme, or artifice to defraud; 

b. obtained money or property by means of untrue statements of material fact or by 

omitting to state material facts necessary in order to make the statements made, in 

light of the circumstances under which they were made, not misleading; 

c. engaged in transaction, practices, or a course of business which operated or would 

have operated as a fraud or deceit upon purchasers 

125. By engaging in the conduct described above, and pursuant to Section 15(b) of the 

Securities Act [15 U.S.C. §77o(b)], DiMatteo, Clemenson, and Dickinson knowingly or recklessly 

provided substantial assistance to, and thereby aided and abetted Lottery’s violations of 

Section17(a) of the Securities Act [15 U.S.C. § 77q(a)]. 

126. By engaging in the conduct described above, DiMatteo, Clemenson, and Dickinson 

aided and abetted Lottery’s violations, and unless restrained and enjoined will again aid and abet 

violations of Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)]. 

FIFTH CLAIM FOR RELIEF 
Section 14(a) of the Securities Act and Rule 14a-9 thereunder 

[15 U.S.C. § 78n(a)] 
 

127. Paragraphs 1 through 112 are realleged and incorporated by reference herein. 

128. Lottery, Komissarov, DiMatteo, Clemenson, and Dickinson, acting knowingly, 

recklessly, or negligently in soliciting, or permitting the use of their names to solicit, proxies that 

included materially false or misleading statements or materially misleading omissions. 

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129. By engaging in the conduct described above, Lottery, Komissarov, DiMatteo, 

Clemenson, and Dickinson violated, and unless restrained and enjoined will again violate, Section 

14(a) of the Securities Act [15 U.S.C. § 77q(a)] and Rule 14a-9 thereunder [C.F.R. § 240.14a-9]. 

SIXTH CLAIM FOR RELIEF 
Aiding and Abetting Violations of 

 Section 14(a) of the Securities Act and Rule 14a-9 thereunder 
[15 U.S.C. § 78n(a)] 

 
130. Paragraphs 1 through 112 are realleged and incorporated by reference herein. 

131. Lottery acting knowingly, recklessly, or negligently in soliciting, or permitting the 

use of its name to solicit, proxies that included materially false or misleading statements or 

materially misleading omissions. 

132. By engaging in the conduct described above, and pursuant to Section 20(e) of the 

Securities Act [15 U.S.C. § 78t(e)], DiMatteo, Clemenson, and Dickinson knowingly or recklessly 

provided substantial assistance to, and thereby aided and abetted Lottery’s violations of 

Section14(a) of the Securities Act [15 U.S.C. § 78n(a)]. 

133. By engaging in the conduct described above, DiMatteo, Clemenson, and Dickinson 

aided and abetted Lottery’s violations, and unless restrained and enjoined will again aid and abet 

violations of Section 14(a) of the Securities Act [15 U.S.C. § 78n(a)] and Rule 14a-9 thereunder 

[C.F.R. § 240.14a-9]. 

SEVENTH CLAIM FOR RELIEF 
Knowingly Falsifying Books, Records, or Accounts: Section 13(b)(5) of the Exchange Act 

[15 U.S.C. § 78m(b)(5)] 
 

134. Paragraphs 1 through 112 are realleged and incorporated by reference herein. 

135. DiMatteo, Clemenson, and Dickinson knowingly circumvented or knowingly failed 

to implement a system of internal accounting controls or knowingly falsified books, records, or 

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accounts that Lottery was required to maintain under Section 13(b)(2) of the Exchange Act [15 

U.S.C. § 78m(b)(2)]. 

136. By engaging in the conduct described above, DiMatteo, Clemenson, and Dickinson 

violated, and unless restrained and enjoined will again violate, Section 13(b)(5) of the Exchange 

Act [15 U.S.C. § 78m(b)(5)]. 

EIGHTH CLAIM FOR RELIEF 
Falsified Books, Records, or Accounts: Rule 13b2-1 of the Exchange Act 

[17 C.F.R. § 240.13b2-1] 
 

137. Paragraphs 1 through 112 are realleged and incorporated by reference herein. 

138. DiMatteo, Clemenson, and Dickinson, directly or indirectly, falsified or caused to 

be falsified Lottery’s books, records, or accounts subject to Section 13(b)(2)(A) of the Exchange 

Act [15 U.S.C. § 78m(b)(2)(A)]. 

139. By engaging in the conduct described above and acting knowingly, recklessly, or 

negligently, DiMatteo, Clemenson, and Dickinson violated, and unless restrained and enjoined will 

again violate, Rule 13b2-1 of the Exchange Act [17 C.F.R. § 240.13b2-1]. 

NINTH CLAIM FOR RELIEF 
Lying to Accountants: Rule 13b2-2 of the Exchange Act 

[17 C.F.R. § 240.13b2-2] 
 

140. Paragraphs 1 through 112 are realleged and incorporated by reference herein. 

141. DiMatteo and Dickinson, directly or indirectly: (a) made or caused to be made 

materially false or misleading statements to accountants; or (b) omitted to state, or caused another 

person to omit to state, material facts necessary in order to make statements made, in light of the 

circumstances under which such statements were made, not misleading, to accountants in 

connection with (1) an audit, review, or examination of financial statements required by the 

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Exchange Act or rules thereunder; or (2) the preparation or filing of a document or report required 

to be filed with the Commission. 

142. By engaging in the conduct described above and acting knowingly or recklessly, or 

negligently, DiMatteo and Dickinson violated, and unless restrained and enjoined will again 

violate, Rule 13b2-2 of the Exchange Act [17 C.F.R. § 240.13b2-2]. 

TENTH CLAIM FOR RELIEF 
False Certifications: Rule 13a-14 of the Exchange Act 

[17 C.F.R. § 240.13a-14] 
 

143. Paragraphs 1 through 112 are realleged and incorporated by reference herein. 

144. DiMatteo and Dickinson, as Lottery’s CEO and CFO, respectively, signed 

certifications required by Rule 13a-14 of the Exchange Act [17 C.F.R. § 240.13a-14] for Lottery’s 

Form 10-K for fiscal year 2021, and Form 10-Q for the first quarter of Lottery’s fiscal year 2022, 

even though they knew or were reckless in not knowing that both filings contained material 

misrepresentations concerning Lottery’s revenue and other financial results. 

145. By engaging in the conduct described above and acting knowingly, recklessly, or 

negligently, DiMatteo and Dickinson violated, and unless restrained and enjoined will again 

violate, Rule 13a-14 of the Exchange Act [17 C.F.R. § 240.13a-14]. 

ELEVENTH CLAIM FOR RELIEF 
Reporting Violations: Lottery’s Violations of Section 13(a) and  

Rules 12b-20, 13a-1, and 13a-11, and 13a-13 of the Exchange Act 
[15 U.S.C. § 78m(a), 17 C.F.R. §§ 240.12b-20, 240.13a-1, 240.13a-11 and 240.13a-13] 

 
142. Paragraphs 1 through 112 are realleged and incorporated by reference herein. 

143. Lottery violated Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and Rules 

12b-20 and 13a-1 thereunder [17 C.F.R. §§ 240.12b-20 and 240.13a-1] by filing with the 

Commission on April 1, 2022, a materially false and misleading annual report on Form 10-K.  

Lottery violated Rules 12b-20 and 13a-11 of the Exchange Act [17 C.F.R. §§ 240.12b-20 and 

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240.13a-11] by filing with the Commission false and misleading current reports on Forms 8-K, 

reporting false and misleading financial results on November 15, 2021, March 31, 2022, and May 

16, 2022.  Lottery also violated Rules 12b-20 and 13a-13 of the Exchange Act [17 C.F.R. §§ 

240.12b-20 and 240.13a-13] by filing with the Commission on May 16, 2022, a false and 

misleading quarterly report on Form 10-Q, reporting false and misleading financial results.   

144. By engaging in the conduct described above, Lottery violated, and unless restrained 

and enjoined will again violate, Section 13(a) and Rules 12b-20, 13a-1, and 13a-11, and 13a-13 of 

the Exchange Act [15 U.S.C. § 78m(a), 17 C.F.R. §§ 240.12b-20, 240.13a-1, 240.13a-11 and 

240.13a-13]. 

TWELFTH CLAIM FOR RELIEF 
Reporting Violations: Aiding and Abetting Lottery’s Violations of Section 13(a) and 

Rules 12b-20, 13a-1, and 13a-11, and 13a-13 of the Exchange Act 
[15 U.S.C. § 78m(a) and 17 C.F.R. §§ 240.12b-20, 240.13a-1, 240.13a-11 and 240.13a-13] 

 
145. Paragraphs 1 through 112 are realleged and incorporated by reference herein. 

146. Lottery violated Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and Rules 

12b-20 and 13a-1 thereunder [17 C.F.R. §§ 240.12b-20 and 240.13a-1] by filing with the 

Commission on April 1, 2022, a materially false and misleading annual report on Form 10-K.  

Lottery violated Rules 12b-20 and 13a-11 of the Exchange Act [17 C.F.R. §§ 240.12b-20 and 

240.13a-11] by filing with the Commission false and misleading current reports on Forms 8-K, 

reporting false and misleading financial results on November 15, 2021, March 31, 2022, and May 

16, 2022.  Lottery also violated Rules 12b-20 and 13a-13 of the Exchange Act [17 C.F.R. §§ 

240.12b-20 and 240.13a-13] by filing with the Commission on May 16, 2022, a false and 

misleading quarterly report on Form 10-Q, reporting false and misleading financial results.   

147. DiMatteo, Clemenson, and Dickinson knowingly or recklessly provided 

substantial assistance to Lottery’s violations of Section 13(a) of the Exchange Act [15 U.S.C. § 

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78m(a)], and Rules 12b 20, 13a-1, 13a-11, and 13a-13 thereunder [17 C.F.R. §§ 240.12b-20, 

240.13a-1, 240.13a-11, and 240.13a-13]. 

148. By engaging in the conduct described above, and pursuant to Section 20(e) of the 

Exchange Act [15 U.S.C.  § 78t(e)], DiMatteo, Clemenson, and Dickinson aided and abetted 

Lottery’s violations, and unless restrained and enjoined, will again aid and abet violations, of 

Section 13(a) of the Exchange Act [15 U.S.C.  § 78m(a)], and Rules 12b-20, 13a-1, and 13a-11, 

and 13a-13 thereunder [17 C.F.R. §§ 240.12b-20, 240.13a-1, 240.13a-11, and 240.13a-13]. 

THIRTEENTH CLAIM FOR RELIEF 
Internal Controls / Recordkeeping: Lottery’s Violations of 

Section 13(b)(2)(A) and (B) of the Exchange Act 
[15 U.S.C. §§ 78m(b)(2)(A)-(B)] 

 
149. Paragraphs 1 through 112 are realleged and incorporated by reference herein. 

150. Lottery violated Section 13(b)(2)(A) of the Exchange Act [15 U.S.C. § 

78m(b)(2)(A)] by failing to make or keep books, records and accounts that in reasonable detail 

accurately and fairly reflected its transactions and disposition of its assets.  Lottery also violated 

Section 13(b)(2)(B) of the Exchange Act [15 U.S.C. § 78m(b)(2)(B)] by failing to devise and 

maintain a system of internal accounting controls sufficient to provide reasonable assurances that 

transactions were recorded as necessary to permit preparation of financial statements in 

conformity with GAAP and to maintain accountability of assets. 

151. By engaging in the conduct described above, Lottery violated, and unless 

restrained and enjoined will again violate, Section 13(b)(2)(A) and 13(b)(2)(B) of the Exchange 

Act [15 U.S.C. §§ 78m(b)(2)(A) and 78m(b)(2)(A)]. 

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FOURTEENTH CLAIM FOR RELIEF 
Internal Controls / Recordkeeping: Aiding and Abetting Lottery’s Violations of Section 

13(b)(2)(A) and (B) of the Exchange Act 
[15 U.S.C. §§ 78m(b)(2)(A)-(B)] 

 
152. Paragraphs 1 through 112 are realleged and incorporated by reference herein. 

153. Lottery violated Section 13(b)(2)(A) of the Exchange Act [15 U.S.C. 

§ 78m(b)(2)(A)] by failing to make or keep books, records and accounts that in reasonable detail 

accurately and fairly reflected its transactions and disposition of its assets.  Lottery also violated 

Section 13(b)(2)(B) of the Exchange Act [15 U.S.C. § 78m(b)(2)(B)] by failing to devise and 

maintain a system of internal accounting controls sufficient to provide reasonable assurances that 

transactions were recorded as necessary to permit preparation of financial statements in conformity 

with GAAP and to maintain accountability of assets. 

154. DiMatteo, Clemenson, and Dickinson knowingly or recklessly provided substantial 

assistance to Lottery’s violations of Sections 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act [15 

U.S.C. §§ 78m(b)(2)(A)-(B)]. 

155. By engaging in the conduct described above and pursuant to Section 20(e) of the 

Exchange Act [15 U.S.C.  § 78t(e)], DiMatteo, Clemenson, and Dickinson aided and abetted 

Lottery’s violations, and unless enjoined will again aid and abet violations, of Sections 13(b)(2)(A) 

and 13(b)(2)(B) of the Exchange Act [15 U.S.C. §§ 78m(b)(2)(A)-(B)]. 

  

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PRAYER FOR RELIEF 

WHEREFORE, the Commission respectfully requests that the Court: 

A. Permanently enjoin Defendants and all persons in active concert or participation 

with them from violating the federal securities laws as alleged in this Complaint;  

B. Permanently enjoin DiMatteo, Clemenson, and Dickinson, and all persons in active 

concert or participation with them, from aiding and abetting violations of Sections 13(a), 

13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act [15 U.S.C. § 78m(a), 78m(b)(2)(A)-(B)]] and 

Rules 12b-20, 13a-1, 13a-11, and 13a-113 thereunder [17 C.F.R. §§ 240.12b-20, 240.13a-1, 

240.13a-11 and 240.13a-13];  

C. Order that Komissarov, DiMatteo, Clemenson, Dickinson, and Lottery, pursuant to 

Sections 21(d)(3), (d)(5), and (d)(7) of the Exchange Act [15 U.S.C. §§ 78u(d)(3), (5), and (7)], 

disgorge their ill-gotten gains obtained as a result of the violations alleged in this Complaint, with 

prejudgment interest; 

D. Order that Komissarov, DiMatteo, Clemenson, Dickinson, and Lottery, pursuant to 

Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange Act 

[15 U.S.C. § 78u(d)(3)], pay civil penalties in an amount to be determined by the Court; 

E. Order that Komissarov, DiMatteo, Clemenson, and Dickinson be barred from acting 

as officers or directors of any issuer that has a class of securities registered pursuant to Exchange 

Act Section 12 [15 U.S.C. § 78l] or that is required to file reports pursuant to Exchange Act Section 

15(d) [15 U.S.C. § 78o(d)]; and 

F. Grant such further relief as the Court may deem just and appropriate. 

REQUEST FOR JURY TRIAL 

The Commission hereby demands a jury trial. 
 

 

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Dated: January 22, 2026    Respectfully submitted,  
  
       /s/ Damon W.  Taaffe       

Damon W. Taaffe (pro hac vice to be filed)  
U.S. Securities and Exchange Commission 
100 F Street, N.E.   
Washington, DC 20549 Tel: (202) 551-7420 
[email protected] 

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