Revision of Previously Issued Financial Statements

6 Months Ended

Jun. 30, 2023

Revision of Previously Issued Financial Statements [Abstract]

Revision of Previously Issued Financial Statements

Note 2 — Revision of Previously Issued Financial Statements

During the course of preparing the quarterly report on Form 10-Q for the three and six months ended June 30, 2023, the Company identified a misstatement in its misapplication of accounting guidance related to the Company’s Convertible Promissory Note – Related Party issued during the three months ended March 31, 2023. The fair value of the note was significantly below par value at initial borrowing and which resulted in an offsetting entry to additional paid in capital, further recording to additional paid in capital would be precluded under the related party guidance precludes the fair value option. As such, under ASC 825-10 the fair value method that was elected was not permitted. The proper treatment is to analyze the features of the Convertible Promissory Notes– Related Party under ASC 815, which resulted in the conversion option having de minimis value. As such the Convertible promissory notes – related party should have been booked at par value. The Company determined this error was not material to the Form 10Q for the three months ended March 31, 2023.

The impact of the revision on the Company’s financial statements is reflected in the following tables.

	As previously Reported			Adjustments			As Revised
Unaudited Condensed Balance sheet as of March 31, 2023
Convertible promissory notes– related party	$	741,688		$	588,312		$	1,330,000
Accumulated Deficit	$	(14,677,506	)	$	(588,312	)	$	(15,265,818	)
Total Liabilities	$	15,087,960		$	588,312		$	15,676,272
Total Stockholders’ Deficit	$	(14,676,731	)	$	(588,312	)	$	(15,265,043	)

	As previously Reported			Adjustments		As Revised
Unaudited Condensed Statement of Operations for the Three Months Ended March 31, 2023
Unrealized (loss) gain on change in fair value of Convertible Note	$	(27,267	)	$	27,267	$	—
Total other income (expense)	$	328,279		$	27,267	$	355,546
Net Income (loss)	$	(986,825	)	$	27,267	$	(959,558	)

	As previously Reported			Adjustments			As Revised
Unaudited Condensed Statement of Changes in Shareholders’ Deficit as of March 31, 2023
Proceeds in excess of Fair Value of Convertible Note on issuance	$	615,579		$	(615,579	)	$	—
Net Income (loss)	$	(986,825	)	$	27,267		$	(959,558	)
Accumulated Deficit	$	(14,677,506	)	$	(588,312	)	$	(15,265,818	)
Total Stockholders’ Deficit	$	(14,676,731	)	$	(588,312	)	$	(15,265,043	)

	As previously Reported			Adjustments		As Revised
Unaudited Condensed Statements of Cash Flows for the Three Months Ended March 31, 2023
Net (loss) income	$	(986,825	)		27,267		(959,558	)
Unrealized (loss) gain on change in fair value of Convertible Note	$	(27,267	)	$	27,267	$	—