What changed in this filing

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Item 1. Financial Statements

2022-08-15 compared with 2022-05-16 · 141 added, 107 removed, 73 unchanged (77% of the section changed)

Financial Statements.

Acquisition Corp.

TO CONDENSED FINANCIAL STATEMENTS

SURFSIDE ACQUISITION CORP.

June 30, 2022

INDEX TO CONDENSED FINANCIAL STATEMENTS

Condensed Balance Sheets as of March 31, 2022 (unaudited) and December 31, 2021

Statement of Operations for the three Months ended March 31, 2022 (unaudited)

Condensed Statement of Cash Flows for the three months ended March 31, 2022 (unaudited)

Index to Condensed Financial Statements

Condensed Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021

Statements of Operations (Unaudited) for the Three and Six Months ended June 30, 2022

Condensed Statements of Changes in Stockholders’ Deficit (Unaudited) for the Three and Six Months ended June 30, 2022

Condensed Statement of Cash Flows (Unaudited) for the Six Months ended June 30, 2022

Notes to Condensed Financial Statements

Acquisition Corp.

BALANCE SHEETS

SURFSIDE ACQUISITION CORP.

CONDENSED BALANCE SHEETS

Current assets

2 unchanged sentences

Current liabilities

Account Payable

Accounts payable and accrued expenses

Note payable - stockholder

Advances from stockholder

Total current liabilities

Total liabilities

1 unchanged sentence

Stockholders’ deficit

Preferred stock, $ 0.0001 par value, authorized 10,000,000 shares, none issued

Common stock, $ 0.0001 par value, authorized 50,000,000 shares;

5,000,000 shares issued and outstanding

Preferred stock, $ 0.0001 par value;

10,000,000 shares authorized;

none issued and outstanding

Common stock, $ 0.0001 par value, 50,000,000 shares authorized, 5,000,000 shares issued and outstanding

Accumulated deficit

Total Stockholders’ deficit

Total liabilities and stockholders’ deficit

accompanying notes to condensed financial statements

Acquisition Corp.

STATEMENT OF OPERATIONS

the three months ended March 31, 2022

Total liabilities and

stockholders’ deficit

See accompanying notes to condensed financial statements

SURFSIDE ACQUISITION CORP.

STATEMENTS OF OPERATIONS

Three Months Ended

Six Months Ended

General and administrative expenses

Loss from operations

Loss per common share - basic and dilutive net loss

Weighted average common shares outstanding - basic and dilutive

accompanying notes to financial statements

Acquisition Corp.

STATEMENT OF CASH FLOWS

the three months ended March 31, 2022

Weighted average common stock outstanding, basic and diluted

Net loss per share of common stock, basic and diluted

See accompanying notes to condensed financial statements

SURFSIDE ACQUISITION CORP.

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’

Three and Six Months Ended June 30, 2022

Shareholders’

Balances – December 31, 2021

Balances – March 31, 2022

Balances – June 30, 2022

See accompanying notes to condensed financial statements

SURFSIDE ACQUISITION CORP.

CONDENSED STATEMENT OF CASH FLOWS

Six Months Ended June 30, 2022

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Accounts payable and accrued expenses- related party

Accounts payable and accrued expenses

Net cash used in operating activities

1 unchanged sentence

Proceeds from note payable - stockholder

Advances from stockholder

Net cash provided by financing activities

2 unchanged sentences

Cash - end of period

accompanying notes to financial statements

Acquisition Inc.

TO CONDENSED FINANCIAL STATEMENTS

See accompanying notes to condensed financial statements

SURFSIDE ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

June 30, 2022

Nature of Operations

Acquisition Inc, (the “Company”) was incorporated in the State of Delaware on December 10, 2021.

The Company’s management

has chosen December 31st for its fiscal year end.

Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the

perceived advantages of being a publicly traded corporation.

The Company’s principal business objective is to achieve long-term

growth potential through a combination with a business, rather than immediate short-term earnings.

The Company will not restrict its

potential target companies to any specific business, industry, or geographical location.

The analysis of business opportunities will

be undertaken by, or under the supervision of, the officer and directors of the Company.

Basis of Presentation and Summary of Significant Accounting Policies

of Presentation

accompanying condensed financial statements have been prepared in accordance with accounting principles generally accepted in the

United States of America ( “GAAP” ).

preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported

amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the

reported amounts of revenue and expenses during the reporting period.

Surfside Acquisition Inc, (the “Company”)

was incorporated in the State of Delaware on December 10, 2021.

The Company’s management has chosen December 31st for its fiscal

The Company was organized as a vehicle to investigate

and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly traded

The Company’s principal business objective is to achieve long-term growth potential through a combination with a business,

rather than immediate short-term earnings.

The Company will not restrict its potential target companies to any specific business, industry,

or geographical location.

The analysis of business opportunities will be undertaken by, or under the supervision of, the officer and directors

of the Company.

Basis of Presentation and Summary of Significant Accounting

Basis of Presentation

The accompanying unaudited financial statements

have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC.

information or footnote disclosures normally included in financial statements prepared in accordance with U.S.

GAAP have been condensed

or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.

Accordingly, they do not include all the

information and footnotes necessary for a compete presentation of financial position, results of operations, or cash flows.

In the opinion

of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature,

which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

Use of Estimates

The preparation of the condensed financial statements

in conformity with U.S.

GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts

of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported

amounts of revenues and expenses during the reporting period.

Actual results could differ from those estimates.

and Cash Equivalents

and cash equivalents are reported in the balance sheet at cost, which approximates fair value.

For the purpose of the financial statements

cash equivalents include all highly liquid investments with maturity of three months or less.

There are no cash equivalents at the balance

Company adopted ASC 740, “Income Taxes” , at its inception.

Under ASC 740, deferred tax assets and liabilities

are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing

assets and liabilities and their respective tax bases.

Deferred tax assets, including tax loss and credit carry-forwards, and liabilities

are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected

to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the

period that includes the enactment date.

Deferred income tax expense represents the change during the period in the deferred tax assets

and deferred tax liabilities.

The components of the deferred tax assets and liabilities are individually classified as current and non-current

based on their characteristics.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more

likely than not that some portion or all of the deferred tax assets will not be realized.

The Company recognizes the tax benefits of uncertain

tax positions only when the positions are “more likely than not” to be sustained assuming examination by tax authorities and

determined to be attributed to the Company.

The determination of attribution, if any, applies for each jurisdiction where the Company

is subject to income taxes on the basis of laws and regulations of the jurisdiction.

The application of laws and regulations is subject

to legal and factual interpretation, judgement, and uncertainty.

Tax laws and regulations themselves are subject to change as a result

of changes in fiscal policy, changes in legislation, the evolution of regulations, and court rulings.

Therefore, the actual liability

of the various jurisdictions may be materially different from management’s estimate.

As of March 31, 2022 and December 31, 2021,

the Company has no accrued interest or penalties related to uncertain tax positions.

per Common Share

Company adopted ASC 260, “Earnings per Share” , at its inception.

Basic loss per share has been calculated by

dividing the Company’s net loss available to common stockholders by the weighted average number of common shares outstanding during

The diluted earnings (loss) per share is calculated by dividing the Company’s net loss available to common stockholders

by the diluted weighted average number of shares outstanding for the period.

The diluted weighted average number of shares outstanding

is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity.

Cash and Cash Equivalents

Cash and cash equivalents are reported in the

balance sheet at cost, which approximates fair value.

Cash equivalents include all highly liquid investments with an original maturity

of three months or less.

There are no cash equivalents at June 30, 2022 and December 31, 2021.

The Company accounts for income taxes under ASC

740, “ Income Taxes”, deferred tax assets and liabilities are recognized for the future tax consequences attributable

to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

tax assets, including tax loss and credit carry-forwards, and liabilities are measured using enacted tax rates expected to apply to taxable

income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and

liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Deferred income tax expense

represents the change during the period in the deferred tax assets and deferred tax liabilities.

The components of the deferred tax assets

and liabilities are individually classified as current and non-current based on their characteristics.

Deferred tax assets are reduced

by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets

will not be realized.

The Company recognizes accrued interest and penalties

related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest

and penalties as of June 30, 2022 and December 31, 2021.

The Company is currently not aware of any issues under review that could result

in significant payments, accruals or material deviation from its position.

Net Loss per Common Share

Net loss per share is computed by dividing net

loss by the weighted average number of common shares outstanding for the period.

Diluted earnings per share takes into effect any dilutive

instruments, except when doing so would be anti-dilutive.

As of June 30, 2022, there were no dilutive instruments.

Emerging Growth Company

The Company is an “emerging growth company,”

and has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of

the JOBS Act.

This election allows us to delay the adoption of new or revised accounting standards that have different effective dates

for public and private companies until those standards apply to private companies.

as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act.

such, the Company is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other

public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with

the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive

compensation in the Company’s periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding

advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

If some investors

find the securities less attractive as a result, there may be a less active trading market for securities and the prices of securities

may be more volatile.

In addition, Section 107 of the JOBS Act also

provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B)

of the Securities Act for complying with new or revised accounting standards (that is, an “emerging growth company” can delay

the adoption of certain accounting standards until those standards would otherwise apply to private companies).

The Company intends to

take advantage of the benefits of this extended transition period.

Additionally, the Company is a “smaller

reporting company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take advantage of certain reduced

disclosure obligations, including, among other things, providing only two years of audited financial statements.

The Company will remain

a smaller reporting company until the last day of the fiscal year in which (1) the market value of the ordinary shares held by non-affiliates

equals or exceeds $250 million as of the prior June 30, and (2) the annual revenues equaled or exceeded $100 million during such completed

fiscal year or the market value of the ordinary shares held by non-affiliates equals or exceeds $700 million as of the prior June 30.

Recently Issued Accounting Pronouncements

3 unchanged sentences

Preferred Stock

As of March 31, 2022 and December 31, 2021, the

Company has 10,000,000 shares of preferred stock, par value of $ 0.0001 , authorized and none issued or outstanding.

As of March 31, 2022 and December 31, 2021, the

Company has 50,000,000 shares of common stock, par value of $ 0.0001 , authorized and has issued 5,000,000 shares of its $ 0.0001 par value

common stock for $ 500 to the founders of the Company.

As of March 31, 2022 and December 31, 2021, the

As of June 30, 2022 and December 31, 2021, the Company has

10,000,000 shares of preferred stock, par value of $ 0.0001 , authorized and none issued or outstanding.

As of June 30, 2022 and December 31, 2021, the Company has

50,000,000 shares of common stock, par value of $ 0.0001 , authorized and has issued 5,000,000 shares of its common stock for $ 500 to the

founders of the Company.

As of June 30, 2022 and December 31, 2021, the

Company has approximately $ 6,500 and $ 2,700 , respectively in gross deferred tax assets resulting from net operating loss carry-forwards

4 unchanged sentences

The difference between the tax provision at the

statutory federal income tax rate on March 31, 2022 and December 31, 2021, and the tax provisions attributable to loss before income taxes

statutory federal income tax rate on June 30, 2022 and December 31, 2021, and the tax provisions attributable to loss before income taxes

is as follows:

2 unchanged sentences

Effective income tax rate, net

Commitments and Related Party

Commitments and Related Party Transactions

The Company utilizes the office space and equipment of its management

6 unchanged sentences

event of default occurs.

As of March 31, 2022 and December 31, 2021, the amount due under the note payable was $ 22,005 and $ 12,025 , respectively.

As of June 30, 2022 and December 31, 2021, the amount due under the note payable was $ 22,005 and $ 12,025 , respectively.

Going Concern

3 unchanged sentences

The Company has incurred losses from inception

of $ 20,745 and has a stockholders’ deficit of $ 20,245 and $ 12,418 as of March 31, 2022 and December 31, 2021.

Management believes

these conditions raise substantial doubt about the Company’s ability to continue as a going concern for the twelve months following

the date these financial statements are issued.

Management intends to finance operations over the next twelve months through additional

borrowings from the existing Note.

of $ 31,236 and has a stockholders’ deficit of $ 30,736 as of June 30, 2022.

Management believes these conditions raise substantial

doubt about the Company’s ability to continue as a going concern for the twelve months following the date these financial statements

Management intends to finance operations over the next twelve months through additional borrowings from the existing Note.

The accompanying financial statements do not include

14 unchanged sentences

If the disruptions posed by COVID-19 or other matters of global concern continue for an extended period of time, the Company’s

ability to consummate a business combination, or the operations of a target business with which the Company ultimately consummates a

business combination, may be materially adversely affected.

ability to consummate a business combination, or the operations of a target business with which the Company ultimately consummates a business

combination, may be materially adversely affected.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements