RESTATEMENT

12 Months Ended

Dec. 31, 2023

NOTE 12 - RESTATEMENT

The Company has restated the 2023 and 2022 consolidated financial statements as originally presented in its 10K filed on June 26, 2024.

On April 2, 2024, the Company received a letter from the Securities and Exchange Commission informing the Company that the Public Accounting Oversight Board has revoked the registration of our auditor, Gries & Associates, LLC (“Gries”). The Board of Directors of Registrant approved the dismissal of Gries and dismissed Gries as the independent certifying accountant for the Registrant.

This Annual Report on Form 10-K/A (“Form 10-K/A”) is being filed as Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the Securities and Exchange Commission on June 26, 2024 (the “Original Filing”).

This Form 10-K/A is being filed to:

	(a)	The independent certifying accountant report includes the year ended December 31, 2022;

	(b)	Restate balances as identified during the audit performed by the newly appointed independent certifying accountant.

The restatements are being made in accordance with ASC 250, “Accounting Changes and Error Corrections.” The disclosure provision of ASC 250 requires a company that corrects an error to disclose that its previously issued financial statements have been restated, a description of the nature of the error, the effect of the correction on each financial statement line item and any per share amount affected for each prior period presented, and the cumulative effect on retained earnings (deficit) in the statement of financial position as of the beginning of the each period presented.

The changes and explanation of such are as follows:

Consolidated balance sheet as of December 31, 2023:

	Originally Reported			Adjustments			As Restated
Cash	$	21,453		$	(1	)	$	21,452
Total Current Assets		26,453			(1	)		26,452
Total Assets		255,791			(1	)		255,790
Accounts Payable and Accrued Liabilities		1,470,478			(25,495	)		1,444,983
Accrued Interest Payable - Related Party		368,952			108,996			477,948
Notes Payable - Related Party		241,950			(122,500	)		119,450
Convertible Notes Payable, net of Debt Discount		999,352			9,628			1,008,980
Total Current Liabilities		7,433,054			(29,371	)		7,403,683
Notes Payable - Related Party, Non-Current		125,000			122,500			247,500
Total Liabilities		7,702,756			93,129			7,795,885
Additional Paid-in Capital		57,717,685			84,824			57,802,509
Subscriptions Payable		1,462,480			72,000			1,534,480
Accumulated Deficit		(66,665,913	)		(249,954	)		(66,915,867	)
Total Stockholders' Deficit		(7,446,965	)		(93,130	)		(7,540,095	)
Total Liabilities and Stockholders' Deficit	$	255,791		$	(1	)	$	255,790

Consolidated balance sheet as of December 31, 2022:

	Originally Reported			Adjustments			As Restated
Cash	$	84,034		$	1,770		$	85,804
Inventory		117,980			(117,980	)		-
Total Current Assets		209,233			(116,210	)		93,023
Right-to-Use Asset		100,125			(1,500	)		98,625
Other Assets		1,910			1,500			3,410
Total Assets		323,182			(116,210	)		206,972
Accounts Payable and Accrued Liabilities		1,062,385			(1,296	)		1,061,089
Accounts Payable and Accrued Liabilities – Related Party		164,300			(13,529	)		150,771
Accrued Interest Payable - Related Party		93,069			108,997			202,066
Notes Payable - Related Party		121,450			(102,000	)		19,450
Notes Payable, net of Debt Discount		684,380			(112,118	)		572,262
Convertible Notes Payable, net of Debt Discount		1,329,121			(417,872	)		911,249
Total Current Liabilities		4,005,928			(662,818	)		3,343,110
Notes Payable - Long Term, net of Debt Discount		70,460			53,681			124,141
Notes Payable - Related Party, Non-Current		125,500			182,000			307,500
Convertible Notes Payable, net of Debt Discount, Non-Current		-			292,040			292,040
Total Liabilities		5,875,338			(135,097	)		5,740,241
Additional Paid-in Capital		54,261,311			84,825			54,346,136
Subscriptions Payable		4,793,611			72,000			4,865,611
Accumulated Deficit		(64,627,455	)		(137,938	)		(64,765,393	)
Total Stockholders' Deficit		(5,552,156	)		18,887			(5,533,269	)
Total Liabilities and Stockholders' Deficit	$	323,182		$	(116,210	)	$	206,972

Consolidated Statement of Operations for the year ended December 31, 2023:

	Originally Reported			Restatement Adjustment			As Restated
General and Administrative Expenses	$	536,617		$	(72,897	)	$	463,720
Research and Development Expenses		441,534			(8,903	)		432,631
Total Operating Expenses		1,427,717			(81,800	)		1,345,917
Loss from Operations		(1,424,168	)		81,800			(1,342,368	)
Interest Expense		(569,765	)		(193,816	)		(763,581	)
Total Income (Expenses)		(614,290	)		(193,816	)		(808,106	)
Net Loss		(2,038,458	)		(112,016	)		(2,150,474	)
Net Loss per Common Share from Continuing Operations - Basic and Diluted		(0.07	)		(0.01	)		(0.08	)
Net Loss per Common Share from Discontinued Operations - Basic and Diluted		-			-			-
Net Loss per Common Share - Basic and Diluted	$	(0.07	)	$	(0.01	)	$	(0.08	)

Consolidated Statement of Operations for the year ended December 31, 2022:

	Originally Reported			Restatement Adjustment			As Restated
Revenue	$	73,009		$	(1	)	$	73,008
Cost of Goods Sold		22,552			444,385			466,937
Gross Profit (Loss)		50,457			(444,386	)		(393,929	)
General and Administrative Expenses		3,711,863			(387,279	)		3,324,584
Research and Development Expenses		246,186			8,902			255,088
Professional Fees		188,965			(2,477	)		186,488
Total Operating Expenses		4,147,014			(380,854	)		3,766,160
Loss from Operations		(4,096,557	)		(63,532	)		(4,160,089	)
Gain on Extinguishment of Notes Payable		17,973			(17,973	)		-
Interest Expense		(556,827	)		(56,445	)		(613,272	)
Total Income (Expenses)		(523,009	)		(74,418	)		(597,427	)
Net Loss	$	(4,646,055	)	$	(137,950	)	$	(4,784,005	)
Net Loss per Common Share from Continuing Operations - Basic and Diluted		(0.23	)		(0.01	)		(0.24	)
Net Loss per Common Share from Discontinued Operations - Basic and Diluted		-			-			-
Net Loss per Common Share - Basic and Diluted	$	(0.23	)	$	(0.01	)	$	(0.24	)

Consolidated Statement of Stockholders’ Deficit for the years ended December 31, 2023 and 2022:

	Common Shares
	As Previously Reported			Adjustments			As Restated
Balance, December 31, 2021		20,217,577			(126	)		20,217,451
Stock issued for services		23,750			-			23,750
Shares issued to extend notes		87,500			-			87,500
Shares issued for debt discount		165,216			-			165,216
Cancellation of commitment shares		(126,440	)					(126,440	)
Rounding shares cancellation		(126	)		126			-
Balance, December 31, 2022		20,367,477						20,367,477
Stock issued for services		5,775,000			-			5,775,000
Shares issued for debt restructuring		115,973			-			115,973
Shares issued to extend notes		478,300			-			478,300
Shares issued for the settlement of notes payable		12,036,480			-			12,036,480
Balance, December 31, 2023		38,773,230			-			38,773,230

	Additional Paid-in Capital
	As Previously Reported			Adjustments			As Restated
Balance, December 31, 2021	$	54,170,266		$	-		$	54,170,266
Stock issued for services		4,980			-			4,980
Shares issued to extend notes		101,412			-			101,412
Shares issued for debt discount		122,982			66,851			189,833
Shares issued for the settlement of accrued expenses		-			17,973			17,973
Cancellation of commitment shares		(157,924	)		1			(157,923	)
Imputed interest		19,595			-			19,595
Balance, December 31, 2022		54,261,311						54,346,136
Stock issued for services		2,536,895			-			2,536,895
Shares issued for debt restructuring		(89	)		-			(89	)
Shares issued to extend notes		75,865			-			75,865
Shares issued for the settlement of notes payable		843,703			(1	)		843,702
Balance, December 31, 2023	$	57,717,685			-		$	57,802,509

	Subscriptions Payable
	As Previously Reported			Adjustments		As Restated
Balance, December 31, 2021	$	2,288,551		$	-	$	2,288,551
Stock issued for services		2,389,010			-		2,389,010
Shares issued to extend notes		116,027			71,973		188,000
Shares issued for the settlement of accrued expenses		23			27		50
Spin-off of Notation labs		-			-		-
Balance, December 31, 2022		4,793,611					4,865,611
Stock issued for services		(2,535,020	)		-		(2,535,020	)
Shares issued for debt restructuring		(27	)		-		(27	)
Shares issued to extend notes		(33,140	)		-		(33,140	)
Shares issued for the settlement of notes payable		(139,724	)		-		(139,724	)
Effects of change in accounting policy		(623,220	)		-		(623,220	)
Balance, December 31, 2023	$	1,462,480			-	$	1,534,480

	Accumulated Deficit
	As Previously Reported			Adjustments			As Restated
Balance, December 31, 2021	$	(60,372,841	)	$	12		$	(60,372,829	)
Spin-off of Notation labs		391,441			-			391,441
Net loss		(4,646,055	)		(137,950	)		(4,784,005	)
Balance, December 31, 2022		(64,627,455	)					(64,765,393	)
Net loss		(2,038,458	)		(112,016	)		(2,150,474	)
Balance, December 31, 2023	$	(66,665,913	)		-		$	(66,915,867	)

Consolidated Statement of Cash Flows for the year ended December 31, 2023:

	Originally Reported			Restatement Adjustment			As Restated
Cash Flows from Operating Activities:
Net loss	$	(2,038,458	)	$	(112,016	)	$	(2,150,474	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		102			27			129
Provision for allowance on accounts receivable		-			7,369			7,369
Shares issued for services		7,650			-			7,650
Effects in change in accounting policy		(623,220	)		-			(623,220	)
Shares issued in debt modification		43,203			-			43,203
Amortization of right-of-use asset		9,806			(1,500	)		8,306
Amortization of debt discount		32,681			193,897			226,578
Changes in assets and liabilities
Accounts receivable		7,219			(7,369	)		(150	)
Inventory		117,980			(117,980	)		-
Prepaid expenses		-			(5,000	)		(5,000	)
Deposits		(12,166	)		1,500			(10,666	)
Accounts payable and accrued liabilities		516,228			(286,306	)		229,922
Accounts payable and accrued liabilities - related party		122,350			(122,350	)		-
Interest payable - related party		-			275,883			275,883
Net cash used in operating activities		(1,816,625	)					(1,990,470	)

Cash Flows from Investing Activities:
Net cash used in investing activities		-			-			-

Cash Flows from Financing Activities:
Proceeds from advance payable		-			7,500			7,500
Repayment of advance payable		-			(4,300	)		(4,300	)
Proceeds from convertible notes payable		4,000			235,000			239,000
Repayments of convertible notes payable		(99,149	)		(156,534	)		(255,683	)
Proceeds from convertible notes payable - related party		1,190,853			(1,190,853	)		-
Repayment of convertible notes payable - related party		(379,160	)		379,160			-
Proceeds from notes payable - related party		65,000			551,693			616,693
Repayments from notes payable - related party		(70,000	)		(30,000	)		(100,000	)
Proceeds from royalty agreements		417,500			-			417,500
Proceeds from notes payable		635,000			365,227			1,000,227
Repayments from notes payable		(10,000	)		(214,840	)		(224,840	)
Proceeds from sale of common stock		-			230,021			230,021
Net cash provided by financing activities		1,754,044						1,926,118

Net decrease in cash		(62,581	)					(64,352	)
Cash, beginning of year		84,034						85,804
Cash, end of year	$	21,453					$	21,452

Consolidated Statement of Cash Flows for the year ended December 31, 2022:

	Originally Reported			Restatement Adjustment			As Restated
Cash Flows from Operating Activities:
Net loss from continuing operations	$	(4,619,566	)	$	(137,950	)	$	(4,757,516	)
Net loss from discontinued operations		(26,489	)					(26,489	)
Adjustments to reconcile net loss to net cash used operating activities:
Depreciation		12,615						12,615
Imputed interest		19,595			-			19,595
Shares issued for services		2,394,014			-			2,394,014
Cancellation of commitment shares		(158,050	)		-			(158,050	)
Shares issued to extend notes		217,527			71,973			289,500
Amortization of right-of-use asset		(6,598	)		-			(6,598	)
Amortization of debt discount		159,383			85,085			244,468
Changes in assets and liabilities
Accounts receivable		(1,795	)		-			(1,795	)
Inventory		1,438			117,980			119,418
Accounts payable and accrued liabilities		167,351			(148,254	)		19,097
Accounts payable and accrued liabilities - related party		50,250			(29,179	)		21,071
Interest payable - related party		6,526			118,120			124,646
Operating cash flow used in continued operations		(1,783,799	)					(1,706,024	)
Operating cash flow used in discontinued operations		(31,498	)					(825	)
Net cash used in operating activities		(1,815,297	)					(1,706,849	)

Cash Flows from Investing Activities:
Cash held by subsidiary at spin-off		-			(204,517	)		(204,517	)
Net cash used in investing activities		-						(204,517	)

Cash Flows from Financing Activities:
Proceeds from convertible notes payable		388,200			(10,500	)		377,700
Repayments of convertible notes payable		(70,381	)		(1	)		(70,382	)
Proceeds from convertible notes payable - related party		1,801,180			(1,801,180	)		-
Proceeds from notes payable - related party		30,100			1,642,430			1,672,530
Repayments from notes payable - related party		(44,750	)		(20,750	)		(65,500	)
Repayments from notes payable		(301,904	)		-			(301,904	)
Financing cash flows from continued operations		1,802,445						1,612,444
Financing cash flows from discontinued operations		37,160						325,000
Net cash provided by financing activities		1,839,605						1,937,444

Net decrease in cash		24,308						26,078
Cash of continuing operations, beginning of year		59,726						59,726
Cash, end of year	$	84,034					$	85,804

The adjustments above reflect restatement due to differences identified during the audit performed by the newly appointed independent certifying accountant.

Trutankless, Inc. 10-K/A