RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 2 - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS On August 9, 2024, the Company in concurrence with the Company’s audit committee, concluded that our 2024 unaudited condensed consolidated financial statements as of the first quarterly period in 2024 included in our Quarterly Report on Form 10-Q for the respective period, (the “Prior Period Financial Statements”) should no longer be relied upon due to misstatements that are described below, and that we would restate such financial statements to make the necessary accounting corrections. Details of the restated condensed consolidated financial statements for the three months ended March 31, 2024, are provided below (“Restatement Items”). The Restatement Items reflect adjustments to correct errors in the March 31, 2024, condensed consolidated financial statement areas including Channel Retained Funds, Other Expenses, Bookings Received in Advance and Net Rental Revenue. The nature and impact of these adjustments are described below and also detailed in the tables below. Restatement Items Channel Retained Funds and Other Expenses Processor Retained Funds, Receivables from On-Line Travel Agencies, Receivables from City of New York and Landlords, Accounts Payable and Accrued Expenses and Net Rental Revenue – 7,843,456 2,633,926 6,749,769 984,744 3,738,224 6,263,207 8,387,549 Receivable from City of New York, Accounts Payable and Accrued Expenses and Net Rental Revenue 3,201,640 1,827,157 830,390 Prepaid Expenses and Other Current Assets and Other Expenses – 342,212 Bookings Received in Advance and Net Rental Revenue 8,050,248 8,050,248 The following tables present the effect of the Restatement Items on the Company’s condensed consolidated balance sheet for the period indicated: Condensed balance sheet As of March 31, 2024 As Previously Restatement Restatement ASSETS Current Assets Cash and Cash Equivalents $ 994,904 $ - $ 994,904 Accounts Receivable, Net 486,067 - 486,067 Channel Retained Funds, Net 1,500,000 (1,500,000 ) - a Processor Retained Funds, Net 2,633,926 (2,633,926 ) - b Receivables from On-Line Travel Agencies, Net 6,749,769 (6,749,769 ) - b (984,744 ) b Receivables from City of New York and Landlords, Net 6,018,035 (3,201,640 ) 1,831,651 c Prepaid Expenses and Other Current Assets 1,361,114 (342,212 ) 1,018,902 d Prepaid Guarantee Trust - Related Party 672,750 - 672,750 Total Current Assets 20,416,565 (15,412,291 ) 5,004,274 Other Assets Furniture, Equipment and Leasehold Improvements, Net 677,559 - 677,559 Security Deposits - Noncurrent 20,607,413 - 20,607,413 Prepaid Expenses and Other Noncurrent Assets 5,974,276 - 5,974,276 Operating Lease Right-Of-Use Assets, Net 229,016,100 - 229,016,100 Total Other Assets 256,275,348 - 256,275,348 Total Assets $ 276,691,913 $ (15,412,291 ) $ 261,279,622 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities $ 3,738,225 b Accounts Payable and Accrued Expenses $ 28,868,844 (1,827,157 ) $ 30,779,912 c Bookings Received in Advance 6,576,403 8,050,248 14,626,651 e Short Term Business Financing, Net 3,733,417 - 3,733,417 Loans Payable - Current 1,666,108 - 1,666,108 Initial Direct Costs Leases - Current 300,000 - 300,000 Operating Lease Liabilies - Current 1,944,026 - 1,944,026 Development Incentive Advances - Current 8,893,987 - 8,893,987 Total Current Liabilities 51,982,785 9,961,316 61,944,101 Long-Term Liabilities Loans Payable 1,447,720 - 1,447,720 Development Incentive Advances - Noncurrent - - - Initial Direct Costs Leases - Noncurrent 3,950,000 - 3,950,000 Operating Lease Liabilities - Noncurrent 231,815,657 - 231,815,657 Total Long-Term Liabilities 237,213,377 - 237,213,377 Total Liabilities 289,196,162 9,961,316 299,157,478 Mezzanine equity 13% Redeemable Preferred Stock; Liquidation Perference $25 per Share; 10,000,000 Shares Authorized; 294,144 shares issued and outstanding as of March 31, 2024 5,775,596 - 5,775,596 Commitments and Contingencies Stockholders’ Deficit Common Stock (90,000,000 shares authorized, issued, outstanding - 41,839,361) 418 - 418 Additional Paid In Capital 98,455,107 - 98,455,107 Accumulated Deficit (116,735,370 ) (25,373,607 ) (142,108,977 ) a, b, c, d, e Total Stockholders’ Deficit (18,279,845 ) (25,373,607 ) (43,653,452 ) Total Liabilities and Stockholders’ Deficit $ 276,691,913 $ (15,412,291 ) $ 261,279,622 See accompanying notes to condensed consolidated financial statements. The following tables present the effect of the Restatement Items on the Company’s condensed consolidated statement of operations for the period indicated: Condensed income statement As of March 31, 2024 As Previously Restatement Restatement Net Rental Revenue $ 29,101,207 $ (15,143,846 ) $ 13,957,361 b, c, e Rent Expense 8,344,007 - 8,344,007 Non-Cash Rent Expense Amortization 2,093,667 - 2,093,667 Surrender of Deposits 750,000 - 750,000 Other Expenses 22,508,411 1,842,212 24,350,623 a, d Total Cost of Revenue 33,696,085 1,842,212 35,538,297 Gross (Loss) Profit (4,594,878 ) (16,986,058 ) (21,580,936 ) General and Administrative Expenses 3,755,756 8,387,549 12,143,305 b Non-Cash Issuance of Common Stock for Operating Expenses 304,925 - 304,925 Non-Cash Stock Compensation Expense 724,514 - 724,514 Non-Cash Stock Option Expense 152,339 - 152,339 Partnership Considerations 2,679,469 - 2,679,469 Total Operating Expenses 7,617,003 8,387,549 16,004,552 (Loss) Income from Operations (12,211,881 ) (25,373,607 ) (37,585,488 ) Other Income (Expense) Other Income 210,076 - 210,076 Cash Interest and Financing Costs (2,459,800 ) - (2,459,800 ) Non-Cash Financing Costs (2,324,270 ) - (2,324,270 ) Total Other Expense (4,573,994 ) - (4,573,994 ) Loss Before Provision for Income Taxes (16,785,875 ) (25,373,607 ) (42,159,482 ) Provision for Income Taxes - - - Net Loss (16,785,875 ) (25,373,607 ) (42,159,482 ) Preferred Stock Dividend (238,992 ) - (238,992 ) Net Loss Attributable to Common Stockholders $ (17,024,867 ) $ (25,373,607 ) $ (42,398,474 ) Basic Loss Per Common Share $ (0.35 ) $ (0.52 ) $ (0.87 ) Diluted Loss Per Common Share $ (0.35 ) $ (0.52 ) $ (0.87 ) Basic and Diluted Weighted Average Number of Common Shares Outstanding 49,223,606 49,223,606 49,223,606 See accompanying notes to condensed consolidated financial statements. The following tables present the effect of the Restatement Items on the Company’s condensed consolidated statement of changes in stockholders’ deficit for the period indicated: Stockholders' equity Common Stock Additional Accumulated Stockholders’ Restatement Shares Value Capital Deficit (Deficit) References Balance - December 31, 2023 39,462,440 $ 394 $ 90,437,155 $ (99,710,503 ) $ (9,272,954 ) Net Loss - - - (16,785,875 ) (16,785,875 ) Non-Cash Stock Compensation Expense 222,800 2 633,074 - 633,076 Non-Cash Option Compensation Expense - - 152,339 - 152,339 Issuance of Shares for Operating Expenses 69,863 1 304,925 - 304,926 Modification of Warrants - - 2,036,200 - 2,036,200 Warrant Exercise 1,450,000 15 4,799,985 - 4,800,000 Issuance of Shares to Satisfy Loans 20,008 - 91,435 - 91,435 Issuance of Shares for Revenue Share Agreement 614,250 6 (6 ) - - Preferred Dividends - - - (238,992 ) (238,992 ) Restatement Items (25,373,607 ) (25,373,607 ) a, b, c, d, e Balance - March 31, 2024 41,839,361 $ 418 $ 98,455,107 $ (142,108,977 ) $ (43,653,452 ) Balance - December 31, 2022 27,691,918 $ 276 $ 17,726,592 $ (21,018,992 ) $ (3,292,124 ) Net Loss - - - (2,780,534 ) (2,780,534 ) Non-Cash Stock Compensation Expense 166,665 2 429,994 - 429,996 Non-Cash Option Compensation Expense - - 167,573 - 167,573 Issuance of Shares for Operating Expenses 433,881 4 884,812 - 884,816 Conversion of loans 900,000 9 2,699,991 - 2,700,000 Warrant Exercise 200,000 2 399,998 - 400,000 Loss on Debt Extinguishment - - 58,579 - 58,579 Restatement Items - - - - - Balance - March 31, 2023 29,392,464 $ 293 $ 22,367,539 $ (23,799,526 ) $ (1,431,694 ) See accompanying notes to condensed consolidated financial statements. The following tables present the effect of the Restatement Items on the Company’s condensed consolidated statement of cash flows for the period indicated: Condensed Cash Flow Statement As of March 31, 2024 As Previously Restatement As Restatement Reported Adjustments Restated References Cash Flows from Operating Activities Net (Loss) $ (16,785,875 ) $ (25,373,607 ) $ (42,159,482 ) a, b, c, d, e Adjustments to reconcile net (loss) income to net cash provided by operating activities: Writeoff of bad debts 7,843,456 7,843,456 b Writeoff of channel retained funds security deposit 1,500,000 1,500,000 a Writeoff of security deposits 750,000 - 750,000 Writeoff of vendor overpayment 50,000 - 50,000 Non-cash stock compensation expense 55,500 - 55,500 Non-cash stock director expense 577,576 - 577,576 Non-cash stock option expense 152,339 - 152,339 Depreciation expense 13,676 - 13,676 Shares issued for operating expenses 304,926 - 304,926 Modification of Warrants 2,036,200 - 2,036,200 Non-cash lease expense 10,146,639 - 10,146,639 Gain on lease exit (209,811 ) - (209,811 ) Non-cash foregiveness of Development Incentive Advances (75,210 ) - (75,210 ) Gain on sale of Treasury Bills - - - Non-cash Financing Charges Associated with Short Term Business Financing 286,576 - 286,576 Loss on Debt Extinguishment - - - Changes in operating assets and liabilities: (Increase) Decrease in: Accounts Receivable, Net (156,180 ) - (156,180 ) Receivables from On-Line Travel Agencies, Net 186,485 2,524,983 2,711,468 b Receivables from City of New York and Landlords, Net (1,432,665 ) 3,201,640 1,768,975 c Prepaid expense and other assets (4,415,639 ) 342,212 (4,073,427 ) d Prepaid Guarantee Trust - Related Party 351,000 - 351,000 Security deposits (1,050,000 ) - (1,050,000 ) (Decrease) Increase in: - Accounts payable and accrued expenses 5,636,539 1,911,068 7,547,607 b, c Operating lease liabilities (8,050,548 ) - (8,050,548 ) Rents received in advance 2,172,187 8,050,248 10,222,435 e Accrued Income Taxes - - - Net cash provided by operating activities (9,456,285 ) - (9,456,285 ) Cash Flows from Investing Activities Purchase of Furniture and Equipment - - - Proceeds from the sale of Treasury Bills - - - Net cash provided by investing activities - - - Cash Flows from Financing Activities Deferred offering costs - net Proceeds from (Repayments of) short term business financing - net 2,331,721 - 2,331,721 Warrant Exercises 4,800,000 - 4,800,000 Proceeds from Development Incentive Advances 3,000,500 - 3,000,500 Proceds from (Repayments of) loans payable - net 67 - 67 Repayments of loans payable - net (194,955 ) - (194,955 ) Preferred shareholder dividends paid (238,992 ) - (238,992 ) Net cash used in financing activities 9,698,341 - 9,698,341 Net Increase in Cash and Cash Equivalents and Restricted Cash 242,056 - 242,056 Cash and Cash Equivalents and Restricted Cash - beginning of the period 752,848 - 752,848 Cash and Cash Equivalents and Restricted Cash - end of the period 994,904 - 994,904 Cash and Cash Equivalents 994,904 - 994,904 Restricted Cash - - - Total Cash and Cash Equivalents and Restricted Cash $ 994,904 $ - $ 994,904 Supplemental Disclosures of Cash Flow Information Taxes $ - $ - $ - Interest $ 1,598,784 $ - $ 1,598,784 Noncash operating activities: Acquisition of New Operating Lease Right-of-Use Assets $ - $ - $ - Noncash financing activities: Financed Initial Direct Costs for leases paid with common stock $ 91,435 $ - $ 91,435 Conversion of debt to common stock and additional paid-in capital $ - $ - $ - See accompanying notes to condensed consolidated financial statements. |