CORRECTION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 2. CORRECTION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In November 2024, in connection with the Company’s re-audit of the Company’s consolidated financial statements for the year ended December 31, 2023 and 2022, the Company’s management identified the following misstatements in the Company’s previously reported interim financial statements included in the Company’s Original Report: ● Corrections to the December 31, 2021 opening balance sheet relating to the prior cut-off of revenue recognition caused an increase to accounts receivable and deferred revenue in 2022. ● Inventory ● Resale Commissions income ● Accrued and other liabilities In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impacts were material to the previously filed financial statements that contained the errors, reported in the Original Filing (the “Affected Quarterly Period”). Therefore, on July 29, 2024, the audit committee of the Company’s board of directors (the “Audit Committee”) of the Company, after discussion with the Company’s management, who consulted with the Company’s independent registered public accounting firm, concluded that the previously issued financial statements that contained the error should no longer be relied upon and should be restated to correct the errors. As such, the Company is reporting the restatement to the Affected Periods in this Form 10K-A. Impact of the Restatement The impact of the restatement on the financial statements for the Affected Periods is presented below. In addition to the below, the related notes to the consolidated financial statements have also been adjusted as appropriate to reflect the impact of the restatements. December 31, 2022 The impact of the restatements on the line items within the previously reported Audited Consolidated Balance Sheets for the years ended December 31, 2023 and 2022 previously filed is as follows: Balance Sheet as of December 31, 2022 As Previously Adjustment As Restated Accounts receivable, net $ - $ 615,555 $ 615,555 Inventories $ 6,065,612 $ 1,728,313 $ 7,793,925 Prepaid and other current assets $ 68,419 $ 220,651 $ 289,070 Total current assets $ 9,858,723 $ 2,564,520 $ 12,423,243 Property and equipment, net $ 570,824 $ (8,280 ) $ 562,544 Total assets $ 14,402,141 $ 2,556,240 $ 16,958,381 Accounts payable $ 486,816 $ 212,093 $ 698,909 Accrued expenses $ 193,424 $ 49,327 $ 242,751 Deferred revenue $ 14,166,030 $ 3,327,598 $ 17,493,628 Other payable $ 362,234 $ (111,708 ) $ 250,526 Total current liabilities $ 15,411,627 $ 3,477,310 $ 18,888,937 Total liabilities $ 19,801,285 $ 3,477,310 $ 23,278,595 Additional paid in capital $ 2,474 $ (2,474 ) $ - Accumulated deficit $ (5,404,018 ) $ (918,596 ) $ (6,322,614 ) Total stockholders’ deficit $ (5,399,144 ) $ (921,070 ) $ (6,320,214 ) Total liabilities and stockholders’ deficit $ 14,402,141 $ 2,556,240 $ 16,958,381 Balance Sheet as of December 31, 2023 As Previously Adjustment As Restated Inventories $ 11,799,304 $ (2,191,538 ) $ 9,607,766 Total current assets $ 19,967,521 $ (2,191,538 ) $ 17,775,983 Property and equipment, net $ 968,677 $ (55,580 ) $ 913,097 Deferred tax asset $ 515,444 $ 322,611 $ 838,055 Total assets $ 25,292,623 $ (1,924,507 ) $ 23,368,116 Accounts payable $ 768,812 $ 129,633 $ 898,445 Accrued expenses $ 687,000 $ 92,695 $ 779,695 Deferred revenue $ 17,596,512 $ (1,405,651 ) $ 16,190,861 Other payable $ 1,533,815 $ 16,048 $ 1,549,863 Total current liabilities $ 20,901,042 $ (1,167,275 ) $ 19,733,767 Warrant liabilities, at fair value $ - $ 26,283 $ 26,283 Conversion option liability, at fair value $ - $ 2,724 $ 2,724 Convertible note $ 10,683,452 $ (29,008 ) $ 10,654,444 Total liabilities $ 35,311,676 $ (1,167,275 ) $ 34,144,401 Accumulated deficit $ (10,022,240 ) $ (757,235 ) $ (10,779,475 ) Total stockholders’ deficit $ (10,019,053 ) $ (757,235 ) $ (10,776,288 ) Total liabilities and stockholders’ deficit $ 25,292,623 $ (1,924,507 ) $ 23,368,116 The impact of the restatements on the line items within the previously reported Audited Consolidated Statement of Operations for the years ended December 31, 2023 and 2022 previously filed in is as follows: Statement of Operations for the year ended December 31, 2022 As Previously Adjustment As Restated Revenue, net $ 12,343,745 $ (2,725,816 ) $ 9,617,929 Cost of goods sold $ 10,648,868 $ (1,995,893 ) $ 8,652,975 Gross profit $ 1,694,877 $ (729,923 ) $ 964,954 Sales and marketing expenses $ 299,388 $ 106,058 $ 405,446 General and administrative expenses $ 3,285,140 $ (194,716 ) $ 3,090,424 Provision for credit losses $ - $ 15,000 $ 15,000 Depreciation and amortization expenses $ 72,303 $ (13,411 ) $ 58,892 Total operating expenses $ 3,656,831 $ (87,069 ) $ 3,569,762 Loss from operations $ (1,961,954 ) $ (642,854 ) $ (2,604,808 ) Loss on sale of asset $ (56,454 ) $ (56,338 ) $ (112,792 ) Consignment income $ 539,659 $ (238,723 ) $ 300,936 Other income (expense), net $ 38,699 $ (42,573 ) $ (3,874 ) Total other income, net $ 502,904 $ (337,634 ) $ 165,270 Net loss $ (1,459,050 ) $ (980,488 ) $ (2,439,538 ) Net loss per common share, basic and diluted $ (0.06 ) $ (0.04 ) $ (0.10 ) Statement of Operations for the year ended December 31, 2023 As Previously Adjustment As Restated Revenue, net $ 15,123,596 $ 4,369,010 $ 19,492,606 Cost of goods sold $ 10,874,358 $ 4,095,325 $ 14,969,683 Gross profit $ 4,249,238 $ 273,685 $ 4,522,923 Sales and marketing expenses $ 487,586 $ 154,245 $ 641,831 General and administrative expenses $ 5,240,230 $ (95,629 ) $ 5,144,601 Provision for credit losses $ - $ 123,562 $ 123,562 Depreciation and amortization expenses $ 156,962 $ (8,199 ) $ 148,763 Total operating expenses $ 5,884,778 $ 173,979 $ 6,058,757 Loss from operations $ (1,635,540 ) $ 99,706 $ (1,535,834 ) Consignment income $ 86,370 $ 19,983 $ 106,353 Other income, net $ 85,142 $ (19,193 ) $ 65,949 Total other income (expense), net $ (481,917 ) $ 790 $ (481,127 ) Loss before income tax benefit $ (2,117,457 ) $ 100,496 $ (2,016,961 ) Income tax benefit $ 515,444 $ 322,611 $ 838,055 Net loss $ (1,602,013 ) $ 423,107 $ (1,178,906 ) Net loss per common share, basic and diluted $ (0.07 ) $ 0.02 $ (0.05 ) The impact of the restatements on the line items within the previously reported Audited Consolidated Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2023 and 2022, previously filed is as follows: Statement of Changes in Stockholders’ Deficit for the year ended December 31, 2022 As Previously Adjustment As Restated Additional paid in capital: Stockholder contributions $ 2,474 $ (2,474 ) $ - Balance – December 31, 2022, restated $ 2,474 $ (2,474 ) $ - Accumulated Deficit: Balance – January 1, 2022, restated $ (3,662,933 ) $ (218,743 ) $ (3,881,676 ) Balance – January 1, 2022, restated $ (3,664,333 ) $ (218,743 ) $ (3,883,076 ) Stockholder distributions $ (280,635 ) $ 280,635 $ - Net loss $ (1,459,050 ) $ (980,488 ) $ (2,439,538 ) Balance – December 31, 2022, restated $ (5,404,018 ) $ (918,596 ) $ (6,322,614 ) Total stockholders’ deficit Balance – December 31, 2021, restated $ (3,661,933 ) $ (218,743 ) $ (3,880,676 ) Stockholder contributions $ 2,474 $ (2,474 ) $ - Net loss $ (1,459,050 ) $ (980,488 ) $ (2,439,538 ) Balance – December 31, 2022, restated $ (5,399,144 ) $ (921,070 ) $ (6,320,214 ) Statement of Changes in Stockholders’ Deficit for the year ended December 31, 2023 As Previously Adjustment As Restated Additional paid in capital: Assets and liabilities assumed from the SPAC $ (97,221 ) $ 2,474 $ (94,747 ) Accumulated Deficit: Stockholder distributions $ (2,350,720 ) $ 21,363 $ (2,329,357 ) Forgiveness of stockholder loans $ - $ (280,635 ) $ (280,635 ) Assets and liabilities assumed from the SPAC $ (665,489 ) $ (2,474 ) $ (667,963 ) Net loss $ (1,602,013 ) $ 423,107 $ (1,178,906 ) Balance – December 31, 2023 $ (10,022,240 ) $ (757,235 ) $ (10,779,475 ) Total stockholders’ deficit Stockholder distributions $ (2,350,720 $ 21,363 $ (2,329,357 ) Net loss $ (1,602,013 ) $ 423,107 $ (1,178,906 ) Balance – December 31, 2023 $ (10,019,053 ) $ (757,235 ) $ (10,776,288 ) The impact of the restatements on the line items within the previously reported Audited Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022, previously filed is as follows: Statement of Cash Flows for the year ended December 31, 2022 As Previously Adjustment As Restated Net loss $ (1,459,050 ) $ (980,488 ) $ (2,439,538 ) Adjustments to reconcile net income to net cash Depreciation expense $ 72,303 $ (13,411 ) $ 58,892 Provision for credit losses $ - $ 15,000 $ 15,000 Loss on sale of asset $ 56,454 $ 56,338 $ 112,792 Changes in operating assets and liabilities Accounts receivable $ - $ (127,125 ) $ (127,125 ) Inventories $ (703,330 ) $ (1,870,620 ) $ (2,573,950 ) Prepaid and other current assets $ (61,669 ) $ 59,984 $ (1,685 ) Accounts payable $ 227,682 $ 212,092 $ 439,774 Accrued expenses $ 41,953 $ 19,346 $ 61,299 Deferred revenue and customer deposits $ 2,783,050 $ 2,743,067 $ 5,526,117 Other payable $ 302,767 $ (111,708 ) $ 191,059 CASH PROVIDED BY OPERATING ACTIVITIES $ 1,494,130 $ 2,475 $ 1,496,605 CASH FLOWS FROM FINANCING ACTIVITIES Cash contributed by stockholders $ (2,474 ) $ 2,474 $ - CASH USED IN FINANCING ACTIVITIES $ (278,161 ) $ (2,474 ) $ (280,635 ) Statement of Cash Flows for the year ended December 31, 2023 As Previously Adjustment As Restated Net loss $ (1,602,013 ) $ 423,107 $ (1,178,906 ) Adjustments to reconcile net income to net cash Depreciation expense $ 156,962 $ (8,199 ) $ 148,763 Provision for credit losses $ - $ 123,562 $ 123,562 Changes in operating assets and liabilities Accounts receivable $ (481,815 ) $ 973,808 $ 491,993 Inventories $ (5,733,692 ) $ 3,919,851 $ (1,813,841 ) Prepaid and other current assets $ 34,413 $ (59,984 ) $ (25,571 ) Deferred tax asset $ (515,444 ) $ (322,611 ) $ (838,055 ) Accounts payable $ 281,319 $ (81,783 ) $ 199,536 Accrued expenses $ 493,576 $ 43,368 $ 536,944 Deferred revenue and customer deposits $ 3,430,482 $ (4,733,249 ) $ (1,302,767 ) Other payable $ 1,171,581 $ 127,756 $ 1,299,337 CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES $ (2,401,568 ) $ 405,626 $ (1,995,942 ) CASH FLOWS FROM INVESTING ACTIVITIES Purchase of assets $ 554,815 $ (55,499 ) $ 499,316 CASH FLOWS PROVIDED BY (USED IN INVESTING ACTIVITIES $ 554,815 $ (55,499 ) $ 499,316 CASH FLOWS FROM FINANCING ACTIVITIES Assets and liabilities assumed from Business Combination Cash distributed to stockholders $ (97,221 ) $ (665,489 ) $ (762,710 ) CASH USED IN FINANCING ACTIVITIES $ (2,533,721 ) $ 204,364 $ (2,329,357 ) CASH USED PROVIDED BY(USED IN) FINANCING ACTIVITIES $ 7,575,712 $ (461,126 ) $ 7,114,586 |