RESTATEMENTS OF PREVIOUSLY ISSUED FUNANCIAL STATEMENTS | NOTE 16 — RESTATEMENTS OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Nine months ended June 30, 2021 — unaudited The Company adjusted the acquisition cost and the allocation of net assets acquired based on a third party valuation report. The original estimated fair value of the net assets acquired and recorded by the Company decreased by $2,861,631 from the original estimated valuation with a corresponding decrease in additional paid -in Estimated Transaction Valuation Restated Assets acquired: Cash $ 21,370 $ 21,370 Accounts receivable 46,602 46,602 Other current assets 142 142 Intangible assets 14,010,631 74,771 (2,861,631 ) 11,223,771 Total assets 14,078,745 11,291,885 Liabilities assumed: Accounts payable and accrued liabilities 78,745 78,745 Total liabilities 78,745 78,745 Purchase price $ 14,000,000 74,771 (2,861,631 ) $ 11,213,140 The impact of these errors was an overstatement of total assets and total equity by approximately $2,862,000, and an overstatement of non -cash As Reported Adjustment As Restated Consolidated Balance Sheet As of June 30, 2021 Intangible assets, net $ 13,940,257 $ (2,861,631 ) $ 11,078,626 Total non-current assets $ 13,940,257 $ (2,861,631 ) $ 11,078,626 Total assets $ 17,000,367 $ (2,861,631 ) $ 14,138,736 Additional paid-in capital $ 10,235,758 $ (2,003,142 ) $ 8,232,616 Total Nukkleus Inc. stockholders’ equity $ 8,550,382 $ (2,003,142 ) $ 6,547,240 Non-controlling interest $ 4,203,302 $ (858,489 ) $ 3,344,813 Total equity $ 12,753,684 $ (2,861,631 ) $ 9,892,053 Total liabilities and equity $ 17,000,367 $ (2,861,631 ) $ 14,138,736 As Reported Adjustment As Restated Condensed Consolidated Statement of Cash Flow for the Nine Months Ended June 30, 2021 Non-cash investing and financing activities: Common stock issued in connection with acquisition $ 9,814,000 $ (2,003,142 ) $ 7,810,858 Year ended September 30, 2021 During the year ended September 30, 2021, the Company misstated the customer custodial cash, unearned revenue, customer custodial cash liabilities, customer digital currency assets and liabilities, and inadvertently misreported cost of revenue — financial services and operating expenses. The impact of these errors was an understatement of total assets and total liabilities by approximately $2,017,000, an overstatement of cost of revenue — financial services and an understatement of operating expenses of approximately $293,000 for the year ended September 30, 2021, and an understatement of net cash provided by operating activities of approximately $871,000 for the year ended September 30, 2021. These errors did not have any impact on consolidated operating loss, net loss or earnings per share. The Company’s September 30, 2021 financial statements have been restated for the impact of these adjustments as follows: As Reported Adjustment As Restated Consolidated Balance Sheet As of September 30, 2021 Cash $ 355,673 $ 48,098 $ 403,771 Customer custodial cash $ — $ 799,302 $ 799,302 Customer digital currency assets $ — $ 1,168,349 $ 1,168,349 Digital assets $ — $ 903 $ 903 Total current assets $ 3,043,720 $ 2,016,652 $ 5,060,372 Intangible assets, net $ 13,616,116 $ (2,861,631 ) $ 10,754,485 Total non-current assets $ 13,616,116 $ (2,861,631 ) $ 10,754,485 Total assets $ 16,659,836 $ (844,979 ) $ 15,814,857 Customer custodial cash liabilities $ — $ 799,302 $ 799,302 Customer digital currency liabilities $ — $ 1,168,349 $ 1,168,349 Accounts payable and accrued liabilities $ 380,721 $ 49,001 $ 429,722 Total current liabilities $ 4,638,513 $ 2,016,652 $ 6,655,165 Total liabilities $ 4,638,513 $ 2,016,652 $ 6,655,165 Additional paid-in capital $ 14,474,839 $ (2,861,631 ) $ 11,613,208 Total stockholders’ equity $ 12,021,323 $ (2,861,631 ) $ 9,159,692 Total liabilities and stockholders’ equity $ 16,659,836 $ (844,979 ) $ 15,814,857 As Reported Adjustment As Restated Consolidated Statement of Operations and Comprehensive Loss for the Year Ended September 30, 2021 Cost of revenue – financial services $ 762,297 $ (293,011 ) $ 469,286 Total costs of revenues $ 19,662,297 $ (293,011 ) $ 19,369,286 Gross loss – financial services $ (675,333 ) $ 293,011 $ (382,322 ) Total gross loss $ (375,333 ) $ 293,011 $ (82,322 ) Professional fees $ 396,277 $ 138,559 $ 534,836 Other general and administrative $ 160,794 $ 154,452 $ 315,246 Total operating expenses $ 557,071 $ 293,011 $ 850,082 As Reported Adjustment As Restated Consolidated Statement of Cash Flow for the Year Ended September 30, 2021 Customer digital currency assets $ — $ (1,201,019 ) $ (1,201,019 ) Digital assets $ — $ (929 ) $ (929 ) Customer custodial cash liabilities $ — $ 821,653 $ 821,653 Customer digital currency liabilities $ — $ 1,201,019 $ 1,201,019 Accounts payable and accrued liabilities $ 113,711 $ 50,371 $ 164,082 Net cash provided by operating activities $ 295,887 $ 871,095 $ 1,166,982 Effect of exchange rate on cash $ 239 $ (23,695 ) $ (23,456 ) Net increase in cash $ 272,824 $ 847,400 $ 1,120,224 Cash – end of year $ 355,673 $ 847,400 $ 1,203,073 Non-cash investing and financing activities: Common stock issued in connection with acquisition $ 14,014,000 $ (2,861,631 ) $ 11,152,369 Three months ended December 31, 2021 — unaudited During the three months ended December 31, 2021, the Company misstated the customer custodial cash, unearned revenue, customer custodial cash liabilities, customer digital currency assets and liabilities, and inadvertently misreported cost of revenue — financial services and operating expenses. The impact of these errors was an understatement of total assets and total liabilities by approximately $1,117,000, an overstatement of cost of revenue — financial services and an understatement of operating expenses of approximately $133,000 for the three months ended December 31, 2021, and an understatement of net cash used in operating activities of approximately $755,000 for the three months ended December 31, 2021. These errors did not have any impact on consolidated operating loss, net loss or earnings per share. The Company’s December 31, 2021 financial statements have been restated for the impact of these adjustments as follows: As Reported Adjustment As Restated Condensed Consolidated Balance Sheet As of December 31, 2021 Cash $ 50,623 $ 2,252 $ 52,875 Customer custodial cash $ — $ 90,951 $ 90,951 Customer digital currency assets $ — $ 1,022,407 $ 1,022,407 Digital assets $ — $ 1,123 $ 1,123 Total current assets $ 2,733,446 $ 1,116,733 $ 3,850,179 Total assets $ 19,177,988 $ 1,116,733 $ 20,294,721 Customer custodial cash liabilities $ — $ 90,951 $ 90,951 Customer digital currency liabilities $ — $ 1,022,407 $ 1,022,407 Accounts payable and accrued liabilities $ 579,351 $ 3,375 $ 582,726 Total current liabilities $ 4,984,616 $ 1,116,733 $ 6,101,349 Total liabilities $ 4,984,616 $ 1,116,733 $ 6,101,349 Total liabilities and stockholders’ equity $ 19,177,988 $ 1,116,733 $ 20,294,721 As Reported Adjustment As Restated Condensed Consolidated Statement of Operations and Comprehensive Loss for the Three Months Ended December 31, 2021 Cost of revenue – financial services $ 1,007,431 $ (133,226 ) $ 874,205 Total costs of revenues $ 5,732,431 $ (133,226 ) $ 5,599,205 Gross loss – financial services $ (678,416 ) $ 133,226 $ (545,190 ) Total gross loss $ (603,416 ) $ 133,226 $ (470,190 ) Professional fees $ 921,732 $ 133,226 $ 1,054,958 Other general and administrative $ 353,121 $ — $ 353,121 Total operating expenses $ 1,340,207 $ 133,226 $ 1,473,433 As Reported Adjustment As Restated Condensed Consolidated Statement of Cash Flow for the Three Months Ended December 31, 2021 Customer digital currency assets $ — $ 151,118 $ 151,118 Digital assets $ — $ (214 ) $ (214 ) Customer custodial cash liabilities $ — $ (709,188 ) $ (709,188 ) Customer digital currency liabilities $ — $ (151,118 ) $ (151,118 ) Accounts payable and accrued liabilities $ 197,371 $ (45,667 ) $ 151,704 Net cash used in operating activities $ (305,264 ) $ (755,069 ) $ (1,060,333 ) Effect of exchange rate on cash $ 214 $ 872 $ 1,086 Net decrease in cash $ (305,050 ) $ (754,197 ) $ (1,059,247 ) Cash – beginning of period $ 355,673 $ 847,400 $ 1,203,073 Cash – end of period $ 50,623 $ 93,203 $ 143,826 Six months ended March 31, 2022 — unaudited During the six months ended March 31, 2022, the Company misstated the customer custodial cash, unearned revenue, customer custodial cash liabilities, customer digital currency assets and liabilities, and inadvertently misreported cost of revenue — financial services and operating expenses. The impact of these errors was an understatement of total assets and total liabilities by approximately $2,415,000, an overstatement of cost of revenue — financial services and an understatement of operating expenses of approximately $142,000 and $276,000, respectively, for the three and six months ended March 31, 2022, and an overstatement of net cash used in operating activities of approximately $286,000 for the six months ended March 31, 2022. These errors did not have any impact on consolidated operating loss, net loss or earnings per share. The Company’s March 31, 2022 financial statements have been restated for the impact of these adjustments as follows: As Reported Adjustment As Restated Condensed Consolidated Balance Sheet As of March 31, 2022 Cash $ 50,444 $ 23,801 $ 74,245 Customer custodial cash $ — $ 1,082,421 $ 1,082,421 Customer digital currency assets $ — $ 1,307,042 $ 1,307,042 Digital assets $ — $ 1,397 $ 1,397 Total current assets $ 1,612,376 $ 2,414,661 $ 4,027,037 Total assets $ 22,404,645 $ 2,414,661 $ 24,819,306 Customer custodial cash liabilities $ — $ 1,082,421 $ 1,082,421 Customer digital currency liabilities $ — $ 1,307,042 $ 1,307,042 Accounts payable and accrued liabilities $ 561,460 $ 25,198 $ 586,658 Total current liabilities $ 4,587,814 $ 2,414,661 $ 7,002,475 Total liabilities $ 4,587,814 $ 2,414,661 $ 7,002,475 Total liabilities and stockholders’ equity $ 22,404,645 $ 2,414,661 $ 24,819,306 As Reported Adjustment As Restated Condensed Consolidated Statement of Operations and Comprehensive Loss for the Three Months Ended March 31, 2022 Cost of revenue – financial services $ 690,184 $ (142,465 ) $ 547,719 Total costs of revenues $ 5,415,184 $ (142,465 ) $ 5,272,719 Gross loss – financial services $ (401,167 ) $ 142,465 $ (258,702 ) Total gross loss $ (326,167 ) $ 142,465 $ (183,702 ) Professional fees $ 1,066,816 $ 142,465 $ 1,209,281 Total operating expenses $ 1,527,555 $ 142,465 $ 1,670,020 As Reported Adjustment As Restated Condensed Consolidated Statement of Operations and Comprehensive Loss for the Six Months Ended March 31, 2022 Cost of revenue – financial services $ 1,697,615 $ (275,691 ) $ 1,421,924 Total costs of revenues $ 11,147,615 $ (275,691 ) $ 10,871,924 Gross loss – financial services $ (1,079,583 ) $ 275,691 $ (803,892 ) Total gross loss $ (929,583 ) $ 275,691 $ (653,892 ) Professional fees $ 1,988,548 $ 275,691 $ 2,264,239 Total operating expenses $ 2,867,762 $ 275,691 $ 3,143,453 As Reported Adjustment As Restated Condensed Consolidated Statement of Cash Flow for the Six Months Ended March 31, 2022 Customer digital currency assets $ — $ (170,955 ) $ (170,955 ) Digital assets $ — $ (528 ) $ (528 ) Customer custodial cash liabilities $ — $ 309,542 $ 309,542 Customer digital currency liabilities $ — $ 170,955 $ 170,955 Accounts payable and accrued liabilities $ 187,364 $ (23,135 ) $ 164,229 Net cash (used in) provided by operating activities $ (304,371 ) $ 285,879 $ (18,492 ) Effect of exchange rate on cash $ (858 ) $ (27,057 ) $ (27,915 ) Net (decrease) increase in cash $ (305,229 ) $ 258,822 $ (46,407 ) Cash – beginning of period $ 355,673 $ 847,400 $ 1,203,073 Cash – end of period $ 50,444 $ 1,106,222 $ 1,156,666 Nine months ended June 30, 2022 — unaudited During the nine months ended June 30, 2022, the Company misstated the customer custodial cash, unearned revenue, customer custodial cash liabilities, customer digital currency assets and liabilities, and inadvertently misreported cost of revenue — financial services and operating expenses. The impact of these errors was an understatement of total assets and total liabilities by approximately $1,937,000, an overstatement of cost of revenue — financial services and an understatement of operating expenses of approximately $135,000 and $411,000, respectively, for the three and nine months ended June 30, 2022, and an overstatement of net cash used in operating activities of approximately $272,000 for the nine months ended June 30, 2022. These errors did not have any impact on consolidated operating loss, net loss or earnings per share. The Company’s June 30, 2022 financial statements have been restated for the impact of these adjustments as follows: As Reported Adjustment As Restated Condensed Consolidated Balance Sheet As of June 30, 2022 Cash $ 23,142 $ 52,685 $ 75,827 Customer custodial cash $ — $ 965,918 $ 965,918 Customer digital currency assets $ — $ 898,516 $ 898,516 Digital assets $ — $ 20,076 $ 20,076 Total current assets $ 972,195 $ 1,937,195 $ 2,909,390 Total assets $ 20,840,892 $ 1,937,195 $ 22,778,087 Customer custodial cash liabilities $ — $ 965,918 $ 965,918 Customer digital currency liabilities $ — $ 898,516 $ 898,516 Accounts payable and accrued liabilities $ 543,267 $ 72,761 $ 616,028 Total current liabilities $ 4,457,083 $ 1,937,195 $ 6,394,278 Total liabilities $ 4,457,083 $ 1,937,195 $ 6,394,278 Total liabilities and stockholders’ equity $ 20,840,892 $ 1,937,195 $ 22,778,087 As Reported Adjustment As Restated Condensed Consolidated Statement of Operations and Comprehensive Loss for the Three Months Ended June 30, 2022 Cost of revenue – financial services $ 700,705 $ (135,072 ) $ 565,633 Total costs of revenues $ 5,425,705 $ (135,072 ) $ 5,290,633 Gross loss – financial services $ (348,513 ) $ 135,072 $ (213,441 ) Total gross loss $ (273,513 ) $ 135,072 $ (138,441 ) Professional fees $ 911,856 $ 135,071 $ 1,046,927 Compensation and related benefits $ 100,115 $ (9,501 ) $ 90,614 Other general and administrative $ 155,539 $ 9,502 $ 165,041 Total operating expenses $ 1,380,978 $ 135,072 $ 1,516,050 As Reported Adjustment As Restated Condensed Consolidated Statement of Operations and Comprehensive Loss for the Nine Months Ended June 30, 2022 Cost of revenue – financial services $ 2,398,320 $ (410,763 ) $ 1,987,557 Total costs of revenues $ 16,573,320 $ (410,763 ) $ 16,162,557 Gross loss – financial services $ (1,428,096 ) $ 410,763 $ (1,017,333 ) Total gross loss $ (1,203,096 ) $ 410,763 $ (792,333 ) Professional fees $ 2,900,404 $ 410,762 $ 3,311,166 Compensation and related benefits $ 355,359 $ (9,501 ) $ 345,858 Other general and administrative $ 449,216 $ 9,502 $ 458,718 Total operating expenses $ 4,248,740 $ 410,763 $ 4,659,503 As Reported Adjustment As Restated Condensed Consolidated Statement of Cash Flow for the Nine Months Ended June 30, 2022 Customer digital currency assets $ — $ 1,139,351 $ 1,139,351 Digital assets $ — $ (20,769 ) $ (20,769 ) Customer custodial cash liabilities $ — $ 262,180 $ 262,180 Customer digital currency liabilities $ — $ (1,139,351 ) $ (1,139,351 ) Accounts payable and accrued liabilities $ 183,463 $ 30,681 $ 214,144 Net cash (used in) provided by operating activities $ (328,926 ) $ 272,092 $ (56,834 ) Effect of exchange rate on cash $ (3,605 ) $ (100,889 ) $ (104,494 ) Net (decrease) increase in cash $ (332,531 ) $ 171,203 $ (161,328 ) Cash – beginning of period $ 355,673 $ 847,400 $ 1,203,073 Cash – end of period $ 23,142 $ 1,018,603 $ 1,041,745 |