RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2 – RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In connection with the preparation of the Company’s consolidated financial statements as of December 31, 2023, and for the year ended December 31, 2023, the Company concluded it should restate its financial statements to properly reflect the following, among other corrections: ● Accounting for inventory, costs of goods sold, and accounts receivable; ● Accounting and recognition of certain expense and accruals, including those related to debt obligations; ● Accounting for Series A preferred stock and related deferred compensation issued in November 2023; ● Accounting for the Champion business combination and subsequent goodwill and intangible asset impairment; ● Adjustments to the right of use assets and lease liabilities. The impact of the restatement on the Company’s financial statements is reflected in the following tables: SCHEDULE OF FINANCIAL STATEMENTS Original Filing Adjustment Restated December 31, 2023 December 31, 2023 December 31, 2023 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 1,147,696 $ (70,668 ) $ 1,077,028 Accounts receivable, net 2,816,541 (142,001 ) 2,674,540 Prepaid expense 190,933 (123,611 ) 67,322 Inventory, net 5,787,993 (213,622 ) 5,574,371 Inventory deposits 315,083 (293,115 ) 21,968 Total Current Assets 10,258,246 (843,017 ) 9,415,229 Property and Equipment, net 360,495 - 360,495 OTHER ASSETS: Lease deposits and other 83,400 (58,040 ) 25,360 Right-of-use lease assets 1,946,567 (702,071 ) 1,244,496 Goodwill and intangible assets, net 2,000,000 (1,500,000 ) 500,000 Total Other Assets 4,029,967 (2,260,111 ) 1,769,856 TOTAL ASSETS $ 14,648,708 $ (3,103,128 ) $ 11,545,580 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) CURRENT LIABILITIES: Accounts payable and other payables $ 1,978,768 $ 62,602 $ 2,041,370 Accrued expense and other 271,076 412,034 683,110 Loan – Officers – related party 45,332 29,332 74,664 Loans – Working capital 1,954,214 (9,804 ) 1,944,410 Line of credit 1,456,929 - 1,456,929 Right-of-use lease liability, current 1,039,081 (370,079 ) 669,002 Total Current Liabilities 6,745,400 124,085 6,869,485 Right-of-use lease liability, long-term 907,486 (305,208 ) 602,278 TOTAL LIABILITIES 7,652,886 (181,123 ) 7,471,763 STOCKHOLDERS’ EQUITY (DEFICIT): Preferred stock, $ 0.001 10,000,000 200,000 175,000 - - - Preferred Shares A 125 - 125 Preferred Shares B 75 - 75 Preferred Shares 75 - 75 Common Stock, $ 0.001 600,000,000 5,879,920 677,221 9,005 - 9,005 Additional paid in capital 52,200,211 (653,763 ) 51,546,448 Accumulated deficit (45,213,594 ) (2,268,242 ) (47,481,836 ) TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) 6,995,822 (2,922,005 ) 4,073,817 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) $ 14,648,708 $ (3,103,128 ) $ 11,545,580 Original Filing Restated For the Year Ended For the Year Ended December 31, 2023 Adjustments December 31, 2023 Revenue $ 16,228,310 $ (230,114 ) $ 15,998,196 Cost of goods sold 13,191,886 1,007,374 14,199,260 Gross margin 3,036,424 (1,237,488 ) 1,798,936 Expenses: Consulting/payroll and other costs 3,347,070 251,769 3,598,839 Compensation expense – officers – related party 518,107 - 518,107 Compensation expense – officers – deferred comp – related party 1,413,000 (600,500 ) 812,500 Rental expense, warehousing, outlet expense 871,032 - 871,032 Product development costs 132,528 - 132,528 Marketing and brand development costs 1,273,012 45,878 1,318,890 Administrative and other 3,317,082 (109,276 ) 3,207,806 Depreciation and amortization expense 104,229 - 104,229 Total operating expenses 10,976,060 (412,129 ) 10,563,931 Operating income (loss) (7,939,636 ) (825,359 ) (8,764,995 ) Other Income (Expense) Interest expense (406,252 ) 42,685 (363,567 ) Settlement expense – pre-emptive rights release - - - Interest income 3,780 - 3,780 Employee retention credit funds, net of costs to collect 1,113,337 - 1,113,337 Gain (loss) on sale of equipment 1,900 - 1,900 Tangible asset valuation adjustment (1,570,816 ) 1,570,816 - Impairment adjustment – goodwill and intangible assets (2,525,000 ) 612,441 (1,912,559 ) Gain (loss) on settlement of liability 221,903 (31,500 ) 190,403 Net income (loss) before income tax provision (11,100,784 ) 1,369,083 (9,731,701 ) Provision for income tax - - - Net income (loss) $ (11,100,784 ) $ 1,369,083 $ (9,731,701 ) Basic and diluted income (loss) per share $ (3.81 ) $ - $ (3.81 ) Weighted average common shares outstanding - basic and diluted 2,912,100 (357,161 ) 2,554,939 Original Filing Restated For the Year Ended For the Year Ended December 31, 2023 Adjustments December 31, 2023 CASH FLOW FROM OPERATING ACTIVITIES: Net income (loss) $ (11,100,784 ) $ 1,369,083 $ (9,731,701 ) Depreciation 104,229 1 104,230 Gain on disposition of property (1,900 ) - (1,900 ) Compensation paid through issuance of common stock 2,904 830,928 21,332 Compensation paid through issuance of common stock – related parties 23,080 (23,080 ) - Amortization of loan discount - - - Recognition of deferred compensation attributable to convertibility of Series A preferred stock issued to three (3) related parties 1,413,000 (600,500 ) 812,500 Goodwill and intangible asset impairment 2,525,000 (612,441 ) 1,912,559 Inventory adjustment 1,570,816 (1,570,816 ) - Adjustments to reconcile net loss to cash (used in) operating activities (net of acquired amounts from Champion): - Accounts receivable (1,203,052 ) (99,254 ) (1,302,306 ) Prepaid expense and other (49,428 ) 119,284 69,856 Inventory 57,488 1,388,913 1,446,401 Inventory deposits - 95,583 95,583 Lease deposits and other - (7,328 ) (7,328 ) Accounts payable (544,784 ) 327,699 (217,085 ) Accrued expenses 167,362 8,517 175,879 Other assets and liabilities - (378,861 ) (378,861 ) Right-of-use lease liabilities - (30,100 ) (30,100 ) Net Cash (Used in) Operating Activities (7,036,069 ) (7,030,941 ) CASH FLOW FROM INVESTING ACTIVITIES: Purchase of Champion Entities (325,000 ) - (325,000 ) Purchase of property and equipment (6,300 ) - (6,300 ) Net Cash (Used in) Investing Activities (331,300 ) (331,300 ) CASH FLOW FROM FINANCING ACTIVITIES: Proceeds from sale of common and preferred stock, net of offering costs - 312,405 312,405 Proceeds from sale of warrant inducement, net of offering costs 2,833,800 (2,989 ) 2,830,811 Proceeds from sale of common stock and prefunded warrants, net of offering costs 2,464,530 (304,126 ) 2,160,404 Proceeds from exercise of prefunded warrants 6,150 (615 ) 5,535 Proceeds (repayments) of loans – officer - related party 45,332 - 45,332 Proceeds from line of credit 1,700,000 (243,071 ) 1,456,929 Principal payments on line of credit, net (243,071 ) 243,071 - Proceeds of working capital loans 2,000,000 (658,233 ) 1,341,767 Principal payments on working capital loan (648,430 ) 648,430 - Repayment of loans – nonrelated party - - - Net Cash Provided by Financing Activities 8,158,311 8,153,183 CHANGE IN CASH 790,942 - 790,942 CASH AT BEGINNING OF PERIOD 356,754 (70,668 ) 286,086 CASH AT END OF PERIOD $ 1,147,696 $ (70,668 ) $ 1,077,028 Original Filing Adjustments Restated December 31, 2022 December 31, 2022 December 31, 2022 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 356,754 $ (70,668 ) $ 286,086 Accounts receivable, net 1,613,489 (241,255 ) 1,372,234 Prepaid expense 207,052 (69,874 ) 137,178 Inventory, net 7,421,696 (779,785 ) 6,641,911 Inventory deposits 309,684 (192,133 ) 117,551 Total Current Assets 9,908,675 (1,353,714 ) 8,554,960 Property and Equipment, net 456,525 - 456,525 OTHER ASSETS: Lease deposits and other 18,032 - 18,032 Right-of-use lease assets 1,977,329 (542,281 ) 1,435,048 Goodwill, net 4,200,000 (2,112,441 ) 2,087,559 Total Other Assets 6,195,361 (2,654,722 ) 3,540,639 TOTAL ASSETS $ 16,560,561 $ (4,008,437 ) $ 12,552,124 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) CURRENT LIABILITIES: Accounts payable and other payables $ 2,305,077 $ (46,622 ) $ 2,258,455 Accrued expense and other 322,393 184,838 507,231 Loan – Officers – related party - 29,332 29,332 Loans – Working capital 602,643 - 602,643 Right-of-use lease liability, current 992,496 (22,444 ) 970,052 Total Current Liabilities 4,222,609 145,104 4,367,713 Right-of-use lease liability, long-term 984,833 (462,953 ) 521,880 TOTAL LIABILITIES 5,207,442 (317,849 ) 4,889,593 STOCKHOLDERS’ EQUITY (DEFICIT): Preferred stock, $ 0.001 10,000,000 200,000 175,000 - - - Preferred Shares A 100 - 100 Preferred Shares B 75 - 75 Preferred Shares 75 - 75 Common Stock, $ 0.001 600,000,000 5,897,920 677,221 677 - 677 Additional paid in capital 45,465,077 (53,263 ) 45,411,814 Accumulated deficit (34,112,810 ) (3,637,325 ) (37,750,135 ) TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) 11,353,119 (3,690,588 ) 7,662,531 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) $ 16,560,561 $ (4,008,437 ) $ 12,552,124 Original Filing Restated For the Year Ended For the Year Ended December 31, 2022 Adjustments December 31, 2022 Revenue $ 8,449,800 $ (501,460 ) $ 7,948,340 Cost of goods sold 6,509,382 2,245,962 8,755,344 Gross margin 1,940,418 (2,747,422 ) (807,004 ) Expenses: Consulting/payroll and other costs 905,843 160,953 1,066,796 Compensation expense – officers – related party 1,094,781 - 1,094,781 Rental expense, warehousing, outlet expense 508,527 - 508,527 Product development costs 746,871 - 746,871 Marketing and brand development costs 507,503 16,086 523,589 Administrative and other 3,190,092 11,807 3,201,899 Depreciation and amortization expense 50,087 - 50,087 Total operating expenses 7,003,704 188,846 7,192,550 Operating income (loss) (5,063,286 ) (2,936,268 ) (7,999,554 ) Other Income (Expense) Interest expense (358,689 ) 150,580 (208,109 ) Settlement expense – pre-emptive rights release (350,000 ) - (350,000 ) Interest income 5,578 - 5,578 Gain/(loss) on extinguishment of debt (1,376,756 ) (159,190 ) (1,535,946 ) Net income (loss) before income tax provision (7,143,153 ) (2,944,878 ) (10,088,031 ) Provision for income tax - - - Net income (loss) $ (7,143,153 ) $ (2,944,878 ) $ (10,088,031 ) Basic and diluted income (loss) per share $ (23.91 ) $ (9.86 ) $ (33.76 ) Weighted average common shares outstanding - basic and diluted 298,800 - 298,800 Original Filing Restated For the Year Ended For the Year Ended December 31, 2022 Adjustments December 31, 2022 CASH FLOW FROM OPERATING ACTIVITIES: Net income (loss) $ (7,143,153 ) $ (2,944,878 ) $ (10,088,031 ) Depreciation 50,087 - 50,087 Gain on disposition of property (1,994 ) - (1,994 ) Compensation paid through issuance of common stock 1,030,535 (1,030,535 ) - Amortization of loan discount 1,000,457 (1,000,457 ) - Loss on settlement of liability - 1,566,751 1,566,751 Inventory adjustment - - - Adjustments to reconcile net loss to cash (used in) operating activities (net of acquired amounts from Champion): - Accounts receivable 613,104 (597,462 ) 15,642 Prepaid expense and other (34,286 ) 114,577 80,291 Inventory (2,292,844 ) 4,430,806 2,137,962 Inventory deposits - (117,551 ) (117,551 ) Lease deposits and other - (18,032 ) (18,032 ) Accounts payable - (842,971 ) (842,971 ) Accrued expenses (50,042 ) 136,668 86,626 Other assets and liabilities - (558,506 ) (558,506 ) Right-of-use lease liabilities - 56,884 56,884 Net Cash (Used in) Operating Activities (6,828,136 ) (7,632,842 ) CASH FLOW FROM INVESTING ACTIVITIES: Purchase of Champion Entities (10,247,420 ) 1,792,243 (8,455,177 ) Purchase of property and equipment (20,888 ) (9,504 ) (30,392 ) Net Cash (Used in) Investing Activities (10,268,308 ) (8,485,569 ) CASH FLOW FROM FINANCING ACTIVITIES: Proceeds from sale of common and preferred stock, net of offering costs 9,603,791 (328 ) 9,603,463 Purchase of Champion Entities (1,442,243 ) (1,442,243 ) Proceeds from sale of common stock and prefunded warrants, net of offering costs 10,349,964 115,949 10,465,913 Proceeds from exercise of prefunded warrants 115,798 (115,798 ) - Proceeds (repayments) of loans – officer - related party (81,506 ) 100,465 18,959 Proceeds of working capital loans 60,000 (60,000 ) - Repayment of loans – nonrelated party (2,612,456 ) 353,254 (2,259,202 ) Net Cash Provided by Financing Activities 17,435,591 16,386,890 CHANGE IN CASH 339,147 (70,668 ) 268,479 CASH AT BEGINNING OF PERIOD 17,607 - 17,607 CASH AT END OF PERIOD $ 356,754 $ (70,668 ) $ 286,086 |