true
--12-31
Q2
0001807887
0001807887
2024-01-01
2024-06-30
0001807887
2024-08-22
0001807887
2024-06-30
0001807887
2023-12-31
0001807887
2024-04-01
2024-06-30
0001807887
2023-04-01
2023-06-30
0001807887
2023-01-01
2023-06-30
0001807887
2022-12-31
0001807887
2023-06-30
0001807887
us-gaap:CommonStockMember
2024-06-30
0001807887
LASE:CommonStockOneMember
2024-06-30
0001807887
us-gaap:PreferredStockMember
2023-12-31
0001807887
us-gaap:CommonStockMember
2023-12-31
0001807887
LASE:SharesToBeIssuedMember
2023-12-31
0001807887
us-gaap:TreasuryStockCommonMember
2023-12-31
0001807887
us-gaap:AdditionalPaidInCapitalMember
2023-12-31
0001807887
us-gaap:RetainedEarningsMember
2023-12-31
0001807887
us-gaap:PreferredStockMember
2024-03-31
0001807887
us-gaap:CommonStockMember
2024-03-31
0001807887
LASE:SharesToBeIssuedMember
2024-03-31
0001807887
us-gaap:TreasuryStockCommonMember
2024-03-31
0001807887
us-gaap:AdditionalPaidInCapitalMember
2024-03-31
0001807887
us-gaap:RetainedEarningsMember
2024-03-31
0001807887
2024-03-31
0001807887
us-gaap:CommonStockMember
2022-12-31
0001807887
us-gaap:AdditionalPaidInCapitalMember
2022-12-31
0001807887
us-gaap:RetainedEarningsMember
2022-12-31
0001807887
LASE:SharesToBeIssuedMember
2022-12-31
0001807887
us-gaap:PreferredStockMember
2024-01-01
2024-03-31
0001807887
us-gaap:CommonStockMember
2024-01-01
2024-03-31
0001807887
LASE:SharesToBeIssuedMember
2024-01-01
2024-03-31
0001807887
us-gaap:TreasuryStockCommonMember
2024-01-01
2024-03-31
0001807887
us-gaap:AdditionalPaidInCapitalMember
2024-01-01
2024-03-31
0001807887
us-gaap:RetainedEarningsMember
2024-01-01
2024-03-31
0001807887
2024-01-01
2024-03-31
0001807887
us-gaap:PreferredStockMember
2024-04-01
2024-06-30
0001807887
us-gaap:CommonStockMember
2024-04-01
2024-06-30
0001807887
LASE:SharesToBeIssuedMember
2024-04-01
2024-06-30
0001807887
us-gaap:TreasuryStockCommonMember
2024-04-01
2024-06-30
0001807887
us-gaap:AdditionalPaidInCapitalMember
2024-04-01
2024-06-30
0001807887
us-gaap:RetainedEarningsMember
2024-04-01
2024-06-30
0001807887
us-gaap:CommonStockMember
2023-01-01
2023-06-30
0001807887
us-gaap:AdditionalPaidInCapitalMember
2023-01-01
2023-06-30
0001807887
us-gaap:RetainedEarningsMember
2023-01-01
2023-06-30
0001807887
LASE:SharesToBeIssuedMember
2023-01-01
2023-06-30
0001807887
us-gaap:PreferredStockMember
2024-06-30
0001807887
LASE:SharesToBeIssuedMember
2024-06-30
0001807887
us-gaap:TreasuryStockCommonMember
2024-06-30
0001807887
us-gaap:AdditionalPaidInCapitalMember
2024-06-30
0001807887
us-gaap:RetainedEarningsMember
2024-06-30
0001807887
us-gaap:CommonStockMember
2023-06-30
0001807887
us-gaap:AdditionalPaidInCapitalMember
2023-06-30
0001807887
us-gaap:RetainedEarningsMember
2023-06-30
0001807887
LASE:SharesToBeIssuedMember
2023-06-30
0001807887
srt:ScenarioPreviouslyReportedMember
2023-01-01
2023-06-30
0001807887
srt:RevisionOfPriorPeriodReclassificationAdjustmentMember
2023-01-01
2023-06-30
0001807887
LASE:AsRestatedMember
2023-01-01
2023-06-30
0001807887
srt:ScenarioPreviouslyReportedMember
2022-12-31
0001807887
srt:RevisionOfPriorPeriodReclassificationAdjustmentMember
2022-12-31
0001807887
LASE:AsRestatedMember
2022-12-31
0001807887
srt:ScenarioPreviouslyReportedMember
2023-06-30
0001807887
srt:RevisionOfPriorPeriodReclassificationAdjustmentMember
2023-06-30
0001807887
LASE:AsRestatedMember
2023-06-30
0001807887
srt:ScenarioPreviouslyReportedMember
2024-06-30
0001807887
srt:RevisionOfPriorPeriodReclassificationAdjustmentMember
2024-06-30
0001807887
LASE:AsRestatedMember
2024-06-30
0001807887
srt:ScenarioPreviouslyReportedMember
2024-04-01
2024-06-30
0001807887
srt:RevisionOfPriorPeriodReclassificationAdjustmentMember
2024-04-01
2024-06-30
0001807887
LASE:AsRestatedMember
2024-04-01
2024-06-30
0001807887
srt:ScenarioPreviouslyReportedMember
2024-01-01
2024-06-30
0001807887
srt:RevisionOfPriorPeriodReclassificationAdjustmentMember
2024-01-01
2024-06-30
0001807887
LASE:AsRestatedMember
2024-01-01
2024-06-30
0001807887
srt:ScenarioPreviouslyReportedMember
2023-12-31
0001807887
srt:RevisionOfPriorPeriodReclassificationAdjustmentMember
2023-12-31
0001807887
LASE:AsRestatedMember
2023-12-31
0001807887
LASE:OfficeFurnitureAndFixturesMember
srt:MinimumMember
2024-06-30
0001807887
LASE:OfficeFurnitureAndFixturesMember
srt:MaximumMember
2024-06-30
0001807887
LASE:MachineryVehiclesAndEquipmentMember
srt:MinimumMember
2024-06-30
0001807887
LASE:MachineryVehiclesAndEquipmentMember
srt:MaximumMember
2024-06-30
0001807887
us-gaap:LeaseholdImprovementsMember
srt:MinimumMember
2024-06-30
0001807887
us-gaap:LeaseholdImprovementsMember
srt:MaximumMember
2024-06-30
0001807887
us-gaap:MachineryAndEquipmentMember
2024-06-30
0001807887
us-gaap:MachineryAndEquipmentMember
2023-12-31
0001807887
LASE:OfficeFurnitureAndComputerEquipmentMember
2024-06-30
0001807887
LASE:OfficeFurnitureAndComputerEquipmentMember
2023-12-31
0001807887
us-gaap:VehiclesMember
2024-06-30
0001807887
us-gaap:VehiclesMember
2023-12-31
0001807887
us-gaap:InProcessResearchAndDevelopmentMember
2024-06-30
0001807887
us-gaap:InProcessResearchAndDevelopmentMember
2023-12-31
0001807887
us-gaap:LeaseholdImprovementsMember
2024-06-30
0001807887
us-gaap:LeaseholdImprovementsMember
2023-12-31
0001807887
LASE:DemostrationEquipmentMember
2024-06-30
0001807887
LASE:DemostrationEquipmentMember
2023-12-31
0001807887
us-gaap:CustomerRelationshipsMember
2024-06-30
0001807887
us-gaap:CustomerRelationshipsMember
2023-12-31
0001807887
LASE:EquipmentDesignDocumentationMember
2024-06-30
0001807887
LASE:EquipmentDesignDocumentationMember
2023-12-31
0001807887
LASE:OperationalSoftwareAndWebsiteMember
2024-06-30
0001807887
LASE:OperationalSoftwareAndWebsiteMember
2023-12-31
0001807887
us-gaap:TrademarksMember
2024-06-30
0001807887
us-gaap:TrademarksMember
2023-12-31
0001807887
LASE:LicenseAndPatentsMember
2024-06-30
0001807887
LASE:LicenseAndPatentsMember
2023-12-31
0001807887
LASE:JadeBarnwellMember
2024-02-02
2024-02-02
0001807887
LASE:FononCorporationMember
2024-05-21
0001807887
LASE:FononCorporationMember
2024-05-21
2024-05-21
0001807887
us-gaap:WarrantMember
2024-06-30
0001807887
LASE:ICTInvestmentsMember
2024-01-01
2024-06-30
0001807887
LASE:ICTInvestmentsMember
2023-01-01
2023-06-30
0001807887
2022-10-04
0001807887
LASE:ICTInvestmentsMember
2022-10-04
0001807887
LASE:ICTInvestmentsMember
2022-12-31
0001807887
LASE:DmitriyNikitinMember
LASE:ICTInvestmentsMember
2023-12-31
0001807887
LASE:FononCorporationMember
2024-01-01
2024-06-30
0001807887
2021-10-31
0001807887
2021-10-31
2021-10-31
0001807887
2023-10-31
0001807887
2023-10-31
2023-10-31
0001807887
2022-12-01
2022-12-31
0001807887
2020-01-01
0001807887
us-gaap:SubsequentEventMember
2024-08-16
2024-08-16
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
xbrli:pure
utr:sqft
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-Q/A
(Amendment
No. 2)
(Mark
One)
☒ |
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended: June 30, 2024
or
☐ |
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the transition period from __________________ to __________________
Commission
File Number: 001-41515
Laser
Photonics Corporation |
(Exact
name of registrant as specified in its charter) |
Delaware |
|
84-3628771 |
(State
or other jurisdiction of
incorporation or organization) |
|
(I.R.S.
Employer
Identification No.) |
1101
N. Keller Road, Suite G
Orlando, FL |
|
32810 |
(Address
of Principal Executive Offices) |
|
Zip
Code |
(407)
804 1000 |
Registrant’s
Telephone Number, Including Area Code |
Not
Applicable |
Former
Name, Former Address and Former Fiscal Year, if Changed Since Last Report |
SECURITIES
REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
COMMON
STOCK, $0.001 PAR VALUE
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock |
|
LASE |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
Company, or an emerging growth Company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting Company,” and “emerging growth Company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
Non-accelerated
Filer |
☒ |
Smaller
reporting Company |
☒ |
|
|
Emerging
growth company |
☒ |
If
an emerging growth Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate
by check mark whether the registrant is a shell Company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒
As
of August 22, 2024, the registrant had 12,270,427 shares of common stock, par value $.001 per share, issued and outstanding.
EXPLANATORY
NOTE
Laser Photonics Corporation (the “Company”)
is filing this Amendment No. 2 (“Amendment No. 2”) to its Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 2024, as filed with the Securities Exchange Commission (“SEC”) on August 29, 2024 (the “Original Filing”)
and amended on September 12, 2024 (“Amendment No. 1”), to amend its financial statements in response to a comment letter
from the SEC dated September 4, 2024, to adopt the accounting treatment in its Original Filing in which the Company treated certain sales
and marketing costs paid by the Company to an affiliate, Fonon Corporation, as equity distributions to an affiliate rather than as G&A
expenses as set forth in Amendment No. 1. Our current independent registered accounting firm, M&K CPAS, PLLC, has now agreed, following
certain information provided to them by the Company, with the treatment of such expenses being equity distributions to an affiliate rather
than G&A expenses as was the position taken by our prior independent registered accounting firm., Fruci & Associates II, LLC,
in our annual report on Form 10-K for its fiscal year ended December 31, 2023 and the Original Filing. In addition, the Company has updated
the certifications of our Chief Executive Officer and Chief Financial Officer (Exhibits 31.1, 31.2, 32.1 and 32.2), as required under
Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.
This Amendment No. 2 continues to speak as of the date of the Original Filing and does not reflect events that may have occurred subsequent to the Original
Filing and does not modify or update in any way disclosures made in the Original Filing and Amendment No. 1 except as set forth above.
TABLE
OF CONTENTS
PART
I – FINANCIAL INFORMATION
ITEM
1. FINANCIAL STATEMENTS
LASER
PHOTONICS CORPORATION
CONDENSED
BALANCE SHEETS
(UNAUDITED)
| |
As
of June 30, 2024 (Restated) | | |
As
of December 31, 2023 (Restated) | |
Assets | |
| | |
| |
Current Assets: | |
| | |
| |
Cash and Cash Equivalents | |
$ | 2,747,633 | | |
$ | 6,201,137 | |
Accounts Receivable, Net | |
| 446,016 | | |
| 816,364 | |
Inventory | |
| 2,105,421 | | |
| 2,237,455 | |
| |
| | | |
| | |
Other Assets | |
| 405,638 | | |
| 39,190 | |
| |
| | | |
| | |
Total Current Assets | |
| 5,704,708 | | |
| 9,294,146 | |
| |
| | | |
| | |
Property, Plant, & Equipment, Net | |
| 923,674 | | |
| 952,811 | |
| |
| | | |
| | |
Intangible Assets, Net | |
| 4,077,662 | | |
| 4,279,987 | |
| |
| | | |
| | |
Operating Lease Right-of-Use Asset | |
| 374,559 | | |
| 597,143 | |
| |
| | | |
| | |
Total Assets | |
$ | 11,080,603 | | |
$ | 15,124,087 | |
| |
| | | |
| | |
Liabilities & Stockholders’ Equity | |
| | | |
| | |
Current Liabilities: | |
| | | |
| | |
Accounts Payable | |
$ | 198,236 | | |
$ | 223,040 | |
Deferred Revenue | |
| 116,564 | | |
| 213,114 | |
Current Portion of Operating Lease | |
| 197,614 | | |
| 434,152 | |
Accrued Expenses | |
| 107,614 | | |
| 161,538 | |
Total Current Liabilities | |
| 620,028 | | |
| 1,031,844 | |
| |
| | | |
| | |
Long Term Liabilities: | |
| | | |
| | |
Lease liability - less current | |
| 176,945 | | |
| 162,991 | |
Total Long Term Liabilities | |
| 176,945 | | |
| 162,991 | |
Total Liabilities | |
| 796,973 | | |
| 1,194,835 | |
| |
| | | |
| | |
Commitments and Contingencies (Note 3) | |
| - | | |
| - | |
| |
| | | |
| | |
Stockholders’ Equity: | |
| | | |
| | |
Preferred stock Par value $0.001: 10,000,000 shares authorized. 0 Issued: shares were outstanding as of June 30, 2024 and December 31, 2023 | |
| - | | |
| - | |
| |
| | | |
| | |
Common Stock Par Value $0.001:
100,000,000 shares authorized; 12,270,427 and 9,253,419 issued, 12,245,490
and 9,228,482 outstanding
as of June 30 , 2024, and December 31, 2023 | |
| 12,270 | | |
| 9,253 | |
| |
| | | |
| | |
Additional Paid in Capital | |
| 17,012,051 | | |
| 19,180,725 | |
| |
| | | |
| | |
Retained Earnings (Deficit) | |
| (6,715,451 | ) | |
| (5,235,486 | ) |
| |
| | | |
| | |
Treasury Stock | |
| (25,240 | ) | |
| (25,240 | ) |
| |
| | | |
| | |
Total Stockholders’ Equity | |
| 10,283,630 | | |
| 13,929,252 | |
| |
| | | |
| | |
Total Liabilities & Stockholders’ Equity | |
$ | 11,080,603 | | |
$ | 15,124,087 | |
* | | The reclassification
from par to Additional Paid in Capital was done in Q2, 2024 |
See
accompanying notes to financial statements.
LASER
PHOTONICS CORPORATION
CONDENSED
STATEMENTS OF PROFIT AND LOSS
(UNAUDITED)
| |
June 30, 2024 | | |
June30, 2023 (Restated) | | |
June 30, 2024 | | |
June30, 2023 (Restated) | |
| |
Three Months Ended | | |
Six Months Ended | |
| |
June 30, 2024
(Restated) | | |
June 30, 2023 (Restated) | | |
June 30, 2024
(Restated) | | |
June 30, 2023 (Restated) | |
Net Sales | |
$ | 623,435 | | |
$ | 965,440 | | |
$ | 1,366,426 | | |
$ | 1,641,632 | |
| |
| | | |
| | | |
| | | |
| | |
Cost of Sales | |
| 308,081 | | |
| 283,864 | | |
| 665,204 | | |
| 553,761 | |
| |
| | | |
| | | |
| | | |
| | |
Gross Profit | |
| 315,354 | | |
| 681,576 | | |
| 701,222 | | |
| 1,087,871 | |
| |
| | | |
| | | |
| | | |
| | |
Operating Expenses: | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | |
Sales & Marketing | |
| 266,282 | | |
| 522,918 | | |
| 402,891 | | |
| 785,842 | |
| |
| | | |
| | | |
| | | |
| | |
General & Administrative | |
| 435,776 | | |
| 393,352 | | |
| 792,042 | | |
| 969,217 | |
| |
| | | |
| | | |
| | | |
| | |
Depreciation & Amortization | |
| 245,894 | | |
| 100,947 | | |
| 431,210 | | |
| 184,084 | |
| |
| | | |
| | | |
| | | |
| | |
Payroll Expenses | |
| 238,703 | | |
| 302,409 | | |
| 447,158 | | |
| 646,111 | |
| |
| | | |
| | | |
| | | |
| | |
Research and Development Cost | |
| 60,232 | | |
| 40,205 | | |
| 107,923 | | |
| 80,459 | |
| |
| | | |
| | | |
| | | |
| | |
Total Operating Expenses | |
| 1,246,887 | | |
| 1,359,831 | | |
| 2,181,224 | | |
| 2,665,713 | |
| |
| | | |
| | | |
| | | |
| | |
Operating Income (Loss) | |
| (931,533 | ) | |
| (678,255 | ) | |
| (1,480,002 | ) | |
| (1,577,842 | ) |
Other Income (Expenses): | |
| | | |
| | | |
| | | |
| | |
Total Other Income (Loss) | |
| (2,723 | ) | |
| (639 | ) | |
| 37 | | |
| (358,657 | ) |
| |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | |
Tax Provision | |
| - | | |
| - | | |
| - | | |
| - | |
Net Income (Loss) | |
$ | (934,256 | ) | |
$ | (678,894 | ) | |
$ | (1,479,965 | ) | |
$ | (1,936,499 | ) |
| |
| | | |
| | | |
| | | |
| | |
Deemed Dividend from Software Acquisition | |
| (6,615,000 | ) | |
| - | | |
| (6,615,000 | ) | |
| - | |
Net Comprehensive loss attributed to Common Shareholders | |
| (7,549,256 | ) | |
| (678,894 | ) | |
| (8,094,965 | ) | |
| (1,936,499 | ) |
| |
| | | |
| | | |
| | | |
| | |
Earning (Loss) per Share: | |
| | | |
| | | |
| | | |
| | |
Basic and Diluted | |
$ | (0.09 | ) | |
$ | (0.09 | ) | |
$ | (0.15 | ) | |
$ | (0.25 | ) |
Loss per share (attributable to common shareholders) | |
| (0.71 | ) | |
| (0.09 | ) | |
| (0.82 | ) | |
| (0.25 | ) |
Weighted Average of Shares Outstanding | |
| 10,589,108 | | |
| 7,878,419 | | |
| 9,924,908 | | |
| 7,878,419 | |
See
accompanying notes to financial statements.
LASER
PHOTONICS CORPORATION
CONDENSED
STATEMENTS OF CASH FLOWS
(UNAUDITED)
| |
June 30, 2024 | | |
June 30, 2023 | |
| |
Six Months Ended | |
| |
June 30, 2024
(Restated) | | |
June 30, 2023 | |
| |
| | |
| |
OPERATING ACTIVITIES | |
| | |
| |
Net Loss | |
$ | (1,479,965 | ) | |
$ | (1,936,499 | ) |
Adjustments to Reconcile Net Loss to Net Cash Flow from Operating Activities: | |
| | | |
| | |
Shares issued for compensation | |
| 33,336 | | |
| - | |
Distribution to affiliate | |
| (2,198,993 | ) | |
| | |
Depreciation & Amortization | |
| 431,210 | | |
| 184,084 | |
Change in Operating Assets & Liabilities: | |
| | | |
| | |
Accounts Receivable | |
| 370,348 | | |
| 664,005 | |
Inventory | |
| 132,034 | | |
| (493,474 | ) |
Prepaids & Other Current Assets | |
| (366,448 | ) | |
| (209,490 | ) |
Accounts Payable | |
| (24,804 | ) | |
| 26,810 | |
Accrued Expenses | |
| (53,924 | ) | |
| (322,846 | ) |
Deferred Revenue | |
| (96,550 | ) | |
| - | |
Net Cash Used in Operating Activities | |
| (3,253,756 | ) | |
| (2,087,409 | ) |
| |
| | | |
| | |
INVESTING ACTIVITIES | |
| | | |
| | |
Purchase of Property, Plant an Equipment | |
| (12,934 | ) | |
| (183,941 | ) |
Purchase of Research & Development Equipment | |
| (4,095 | ) | |
| - | |
Purchase of Operational Software & Website | |
| - | | |
| (6,199 | ) |
Invest in Leasehold Improvements | |
| (182,719 | ) | |
| (19,707 | ) |
Net Cash Used in Investing Activities | |
| (199,748 | ) | |
| (209,847 | ) |
| |
| | | |
| | |
FINANCING ACTIVITIES | |
| | | |
| | |
Common stock.01 x 100,000,000 | |
| (92,533) | | |
| | |
Common stock .001 x 100,000,000 | |
| 12,253 | | |
| | |
Additional Paid in Capital | |
| 80,280 | | |
| | |
Net Cash Used in Financing Activities | |
| 0 | | |
| - | |
Net Cash Flow for Period | |
| (3,453,504 | ) | |
| (2,297,256 | ) |
Cash and Cassh Equivalents - Beginning of Period | |
| 6,201,137 | | |
| 12,181,799 | |
Cash and Cash Equivalents- End of Period | |
$ | 2,747,633 | | |
$ | 9,884,543 | |
NON-CASH INVESTING AND FINANCING ACTIVITIES | |
| | | |
| | |
Shares issued on conversion of debt | |
| - | | |
| - | |
Share issued for purchase of license | |
| 6,615,000 | | |
| - | |
SUPPLEMENTARY CASH FLOW INFORMATION | |
| | | |
| | |
Cash Received / Paid During the Period for: | |
| | | |
| | |
Income Taxes | |
| - | | |
| - | |
Interest | |
| - | | |
| - | |
See
accompanying notes to financial statements
LASER
PHOTONICS CORPORATION
CONDENSED
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(UNAUDITED)
(Restated)
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
Additional | | |
Accumulated | | |
Stockholders’ | |
| |
Preferred Stock | | |
Common Stock | | |
Shares to be issued. | | |
Treasury | | |
Paid-in | | |
Gain | | |
Equity | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Stock | | |
Capital | | |
(Deficit) | | |
(Deficit) | |
| |
| # | | |
| $ | | |
| # | | |
| $ | | |
| # | | |
| $ | | |
| $ | | |
| $ | | |
| $ | | |
| $ | |
As at December 31, 2023 (Restated) | |
| - | | |
| - | | |
| 9,253,419 | | |
| 9,253 | | |
| - | | |
| - | | |
| (25,240 | ) | |
| 19,180,725 | | |
| (5,235,486 | ) | |
| 13,929,252 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (545,709 | ) | |
| (545,709 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Distribution to affiliate | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (1,019,687 | ) | |
| - | | |
| (1,019,687) | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Stock Issued for compensation | |
| - | | |
| - | | |
| 17,008 | | |
| 17 | | |
| - | | |
| - | | |
| - | | |
| 33,319 | | |
| - | | |
| 33,336 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
As at March 31, 2024 | |
| - | | |
| - | | |
| 9,270,427 | | |
| 9,270 | | |
| - | | |
| - | | |
| (25,240 | ) | |
| 18,194,357 | | |
| (5,781,195 | ) | |
| 12,397,192 | |
Balance | |
| - | | |
| - | | |
| 9,270,427 | | |
| 9,270 | | |
| - | | |
| - | | |
| (25,240 | ) | |
| 18,194,357 | | |
| (5,781,195 | ) | |
| 12,397,192 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (934,256 | ) | |
| (934,256 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Distribution
to affiliate | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (1,179,306 | ) | |
| - | | |
| (1,179,306 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Stock issued for Software purchases | |
| - | | |
| - | | |
| 3,000,000 | | |
| 3,000 | | |
| - | | |
| - | | |
| - | | |
| 6,612,000 | | |
| - | | |
| 6,615,000 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Deemed Divvident to APIC | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (6,615,000 | ) | |
| - | | |
| (6,615,000 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
As at June 30, 2024 (Restated) | |
| - | | |
| - | | |
| 12,270,427 | | |
| 12,270 | | |
| - | | |
| - | | |
| (25,240 | ) | |
| 17,012,051 | | |
| (6,715,451 | ) | |
| 10,283,630 | |
Balance | |
| - | | |
| - | | |
| 12,270,427 | | |
| 12,270 | | |
| - | | |
| - | | |
| (25,240 | ) | |
| 17,012,051 | | |
| (6,715,451 | ) | |
| 10,283,630 | |
| |
Shares | | |
Amount | | |
Capital | | |
Deficit | |
|
|
|
| |
Equity | |
| |
Six Months Ended June 30, 2023 | |
| |
Common Stock | | |
Additional Paid in | | |
Accumulated | |
|
Shares to be |
| |
Stockholders’ | |
| |
Shares | | |
Amount | | |
Capital | | |
Deficit | |
|
issued |
| |
Equity | |
| |
| | |
| | |
| | |
| |
|
|
|
| |
| |
Balance, January 1, 2023. 1,000,000,000 authorized at 0.01 | |
| 7,878,419 | | |
$ | 7,878 | | |
$ | 18,211,425 | | |
$ | (1,917,315 | ) |
|
$ |
829,500 |
| |
$ | 17,131,488 | |
Balance | |
| 7,878,419 | | |
$ | 7,878 | | |
$ | 18,211,425 | | |
$ | (1,917,315 | ) |
|
|
829,500 |
| |
$ | 17,131,488 | |
| |
| | | |
| | | |
| | | |
| | |
|
|
|
| |
| | |
Net Income from the six months ended June 30, 2023 | |
| - | | |
| - | | |
| - | | |
| (1,936,499 | ) |
|
|
- - |
| |
| (1,936,499 | ) |
Net Income (loss) | |
| - | | |
| - | | |
| - | | |
| (1,936,499 | ) |
|
|
- - |
| |
| (1,936,499 | ) |
| |
| | | |
| | | |
| | | |
| | |
|
|
|
| |
| | |
Balance, June 30, 2023 | |
| 7,878,419 | | |
$ | 7,878 | | |
$ | 18,211,425 | | |
$ | (3,853,814 | ) |
|
$ |
829,500 |
| |
$ | 15,194,989 | |
Balance | |
| 7,878,419 | | |
$ | 7,878 | | |
$ | 18,211,425 | | |
$ | (3,853,814 | ) |
|
|
829,500 |
| |
$ | 15,194,989 | |
See
accompanying notes to financial statements
LASER
PHOTONICS CORPORATION
NOTES
TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE
1 –BASIS OF PRESENTATION
The
accompanying unaudited condensed financial statements and notes of Laser Photonics Corporation (the “Company”) are presented
in United States dollars and have been prepared in accordance with generally accepted accounting principles in the United States (“U.S.
GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial
information. Accordingly, those do not include all of the information and footnotes required by U.S. GAAP for complete financial statements.
These financial statements should be read in conjunction with the financial statements, notes and significant accounting policies included
in our Annual Report on Form 10-K for the year ended December 31, 2023.
Going Concern
The Company has not earned sufficient revenue since inception and has sustained
operating losses during the year ended December 31, 2023, and through June 30, 2024. The Company had positive working capital as of June 30, 2024. The Company’s continuation as a going concern is dependent
on its ability to generate additional cash flows from operations to meet its obligations and/or obtaining additional financing from its
members or other sources, as may be required. These factors create substantial doubt about the Company’s ability to continue as
a going concern within the twelve-month period subsequent to the date that these financial statements are issued.
Restatement
of Q2 2023.
Q2
2023 was unaudited and as we were preparing our Q2 2024 filing we noticed the balances in our ledger did not match what was filed. Our
system of record current financials is the basis for the financials as they are presented, not the prior Q2 2023 filing.
Restatement
as of June 30, 2023, Reconciliation:
Note
2. Restatement of Previously Issued Financial Statements as of June 30, 2023.
SCHEDULE OF RESTATEMENT OF RECONCILIATION
| |
As Filed | | |
Adjustments | | |
As Restated | |
| |
| | |
Restatement | | |
| |
| |
As Filed | | |
Adjustments | | |
As Restated | |
Statement of operations | |
| | | |
| | | |
| | |
Net Sales | |
$ | 2,205,096 | | |
$ | (563,464 | ) | |
$ | 1,641,632 | |
Other income | |
| | | |
| | | |
| | |
Cost of Sales | |
| 524,992 | | |
| 28,769 | | |
| 553,761 | |
Gross Profit | |
| 1,680,104 | | |
| (592,233 | ) | |
| 1,087,871 | |
Operating Expenses: | |
| | | |
| | | |
| | |
Sales & Marketing | |
| 910,771 | | |
| (124,929 | ) | |
| 785,842 | |
General & Administrative | |
| 1,787,533 | | |
| (818,316 | ) | |
| 969,217 | |
Depreciation & Amortization | |
| 184,084 | | |
| 0 | | |
| 184,084 | |
Payroll Expenses | |
| 0 | | |
| 646,111 | | |
| 646,111 | |
| |
| | | |
| | | |
| | |
Total Other Income/Expense | |
| 200,730 | | |
| 157,927 | | |
| 358,657 | |
Research & Development | |
| 0 | | |
| 80,459 | | |
| 80,459 | |
Total Operating Expenses | |
$ | 3,083,118 | | |
$ | (58,748 | ) | |
$ | 3,024,370 | |
Operating Income (Loss) | |
| (1,403,014 | ) | |
| (533,485 | ) | |
| (1,936,499 | ) |
Onter income | |
| | | |
| | | |
| | |
Interest Expenses | |
| - | | |
| - | | |
| - | |
Net Income (Loss) | |
$ | (1,403,014 | ) | |
$ | (533,485 | ) | |
$ | (1,936,499 | ) |
| |
| | | |
| | | |
| | |
Earning (Loss) per Share | |
| | | |
| | | |
| | |
Basic and diluted | |
$ | (0.17 | ) | |
| | | |
$ | (0.25 | ) |
Loss per
share attributable to common shareholders | |
| - | | |
| | | |
| | |
| |
| | |
Restatement | | |
| |
| |
As
Filed | | |
Adjustments | | |
As
Restated | |
Statement
of cash flows | |
| | | |
| | | |
| | |
OPERATING
ACTIVITIES | |
| | | |
| | | |
| | |
Net
Income (Loss) | |
$ | (1,403,014 | ) | |
$ | (533,485 | ) | |
$ | (1,936,499 | ) |
Adjustments
to Reconcile Net Income (Loss) to Net Cash Flow from Operating Activities: | |
| | | |
| | | |
| | |
Shares issued for compensation | |
| | | |
| | | |
| | |
Distribution to affiliate | |
| | | |
| | | |
| | |
Depreciation
& Amortization | |
| 184,084 | | |
| 0 | | |
| 184,084 | |
Net
Change, Right-of-Use Asset & Liabilities | |
| -19706 | | |
| 19,706 | | |
| 0 | |
Change
in Operating Assets & Liabilities: | |
| | | |
| | | |
| | |
Accounts
Receivable | |
| (57,462 | ) | |
| 721,467 | | |
| 664,005 | |
Inventory | |
| (522,243 | ) | |
| 28,770 | | |
| (493,473 | ) |
Prepaids
& Other Current Assets | |
| (259,490 | ) | |
| 78,654 | | |
| (180,836 | ) |
Stock
Account | |
| - | | |
| - | | |
| - | |
Accounts
Payable | |
| 105,464 | | |
| (78,654 | ) | |
| 26,810 | |
Accrued
Expenses | |
| (1,181,000 | ) | |
| 829,500 | | |
| (351,500 | ) |
21030 Deferred Revenue | |
| | | |
| | | |
| | |
Net
Cash From (Used In) Operating Activities | |
$ | (3,153,366 | ) | |
$ | 1,065,957 | | |
| (2,087,409 | ) |
| |
| | | |
| | | |
| | |
INVESTING
ACTIVITIES | |
| | | |
| | | |
| | |
Purchase
of Equipment | |
$ | 0 | | |
$ | (1,399 | ) | |
| (1,399 | ) |
Purchase
of Computers | |
| 0 | | |
| (119,416 | ) | |
| (119,416 | ) |
Leashold
improvements | |
| 0 | | |
| (19,707 | ) | |
| (19,707 | ) |
Purchase
of Long Term Assets | |
| (183,941 | ) | |
| 120,815 | | |
| (63,126 | ) |
Purchase
of Intangible Assets | |
| (6,199 | ) | |
| 0 | | |
| (6,199 | ) |
Net
Cash From (Used In) Investing Activities | |
$ | (190,140 | ) | |
$ | (19,707 | ) | |
| (209,847 | ) |
| |
| | | |
| | | |
| | |
FINANCING
ACTIVITIES | |
| | | |
| | | |
| | |
Common
Stock | |
| 10359 | | |
| (10,359 | ) | |
| 0 | |
Additional
Paid in Capital | |
| 1,035,891 | | |
| (1,035,891 | ) | |
| 0 | |
Retained
Earnings | |
| - | | |
| - | | |
| - | |
Net
Cash From (Used In) Financing Activities | |
$ | 1,046,250 | | |
$ | (1,046,250 | ) | |
| 0 | |
Net
Cash Flow for Period | |
$ | (2,297,256 | ) | |
$ | 0 | | |
| (2,297,256 | ) |
Cash
- Beginning of Period | |
| 12,181,799 | | |
| 0 | | |
| 12,181,799 | |
Cash
- End of Period | |
$ | 9,884,543 | | |
$ | 0 | | |
| 9,884,543 | |
NON-CASH
INVESTING AND FINANCING ACTIVITIES | |
| | | |
| | | |
| | |
Shares
issued on conversion of debt | |
$ | - | | |
$ | - | | |
$ | - | |
Shares
issued as consideration for services | |
| - | | |
| - | | |
| - | |
Share
issued for purchase of license | |
| - | | |
| - | | |
| - | |
SUPPLEMENTARY
CASH FLOW INFORMATION | |
| | | |
| | | |
| | |
Cash
Received / Paid During the Period for: | |
$ |
| | |
$ | | | |
| | |
Income
Taxes | |
$ | - | | |
$ | - | | |
| - | |
Interest | |
$ | - | | |
$ | - | | |
| - | |
Restatement
of Q2 2024.
The
financial statements are adjusted to reflect the Fonon Corporation amounts as distribution to affiliate. Prior treatment considered the
transaction to be a related party but is now properly reflecting the transaction under common control and in line with prior 2023 financials.
Note
2. Restatement of Previously Issued Financial Statements 2024 Q2
Six
Months Ended June 30, 2024 Balance Sheet
| |
| | |
Restatement | | |
| |
| |
As
Filed | | |
Adjustments | | |
As
Restated | |
Assets | |
| | | |
| | | |
| | |
Total assets | |
$ | 11,080,603 | | |
$ | 0 | | |
$ | 11,080,603 | |
| |
| | | |
| | | |
| | |
Liabilities | |
| | | |
| | | |
| | |
Total Liabilitiy | |
$ | 796,973 | | |
$ | 0 | | |
$ | 796,973 | |
Common Stock Par Value $0.001 | |
| 12,270 | | |
| 0 | | |
| 12,270 | |
Additional Paid In Capital | |
| 19,211,044 | | |
| -2,198,993 | | |
| 17,012,051 | |
Retained Earnings | |
| -8,914,444 | | |
| 2,198,993 | | |
| -6,715,451 | |
Treasury Stock | |
| -25,240 | | |
| 0 | | |
| -25,240 | |
Total stockholders’
equity | |
$ | 10,283,630 | | |
$ | 0 | | |
$ | 10,283,630 | |
Total liabilities and stockholders’
equity | |
$ | 11,080,603 | | |
$ | 0 | | |
$ | 11,080,603 | |
Three
Months ended June 30, 2024 Statement of operations
| |
As
Filed | | |
Adjustments | | |
As
Restated | |
| |
| | |
Restatement | | |
| |
| |
As
Filed | | |
Adjustments | | |
As
Restated | |
Net Sales | |
$ | 623,435 | | |
$ | 0 | | |
$ | 623,435 | |
Cost of Sales | |
$ | 308,081 | | |
$ | - | | |
$ | 308,081 | |
Gross Profit | |
$ | 315,354 | | |
$ | - | | |
$ | 315,354 | |
General & Administrative | |
$ | 1,615,082 | | |
| -1,179,306 | | |
| 435,776 | |
Operating Expenses: | |
$ | 2,426,193 | | |
$ | -1,179,306 | | |
$ | 1,246,887 | |
Operating Income | |
$ | -2,110,839 | | |
| 1,179,306 | | |
| -931,533 | |
Onter income | |
$ | -2,723 | | |
$ | 0 | | |
$ | -2,723 | |
Net Income (Loss) | |
$ | -2,113,562 | | |
$ | 1,179,306 | | |
$ | -934,256 | |
| |
| | | |
| | | |
| | |
Income (Loss) per Share | |
| | | |
| | | |
| | |
Basic
and diluted | |
$ | -0.20 | | |
$ | 0.11 | | |
$ | -0.09 | |
Loss per
share attributable to common shareholders | |
$ | -0.82 | | |
$ | 0.11 | | |
$ | -0.71 | |
Six
Months ended June 30, 2024 Statement of operations
| |
As
Filed | | |
Adjustments | | |
As
Restated | |
Net Sales | |
$ | 1,366,426 | | |
$ | 0 | | |
$ | 1,366,426 | |
Cost of Sales | |
$ | 665,204 | | |
$ | - | | |
$ | 665,204 | |
Gross Profit | |
$ | 701,222 | | |
$ | - | | |
$ | 701,222 | |
General & Administrative | |
$ | 2,991,035 | | |
| -2,198,993 | | |
| 792,042 | |
Operating Expenses: | |
$ | 4,380,217 | | |
$ | -2,198,993 | | |
$ | 2,181,224 | |
Operating Income | |
$ | -3,678,995 | | |
| 2,198,993 | | |
| -1,480,002 | |
Onter income | |
$ | 37 | | |
$ | 0 | | |
$ | 37 | |
Net Income (Loss) | |
$ | -3,678,958 | | |
$ | 2,198,993 | | |
$ | -1,479,965 | |
| |
| | | |
| | | |
| | |
Income (Loss) per Share | |
| | | |
| | | |
| | |
Basic
and diluted | |
$ | -0.37 | | |
$ | 0.22 | | |
$ | -0.15 | |
Loss per
share attributable to common shareholders | |
$ | -1.04 | | |
$ | 0.22 | | |
$ | -0.82 | |
Six
Months Ended June 30, 2024 Cash Flows From:
| |
| | |
Restatement | | |
| |
| |
As
Filed | | |
Adjustments | | |
As
Restated | |
| |
| | |
| | |
| |
OPERATING
ACTIVITIES | |
$ | | | |
| | | |
| | |
Net Income (Loss) | |
$ | -3,678,958 | | |
$ | 2,198,993 | | |
| -1,479,965 | |
Adjustments to Reconcile Net
Income (Loss) to Net Cash Flow from Operating Activities: | |
| | | |
| | | |
| | |
Shares issued for compensation | |
$ | 33,336 | | |
$ | 0 | | |
| 33,336 | |
Distribution to affiliate | |
$ | 0 | | |
$ | -2,198,993 | | |
| -2,198,993 | |
Depreciation & Amortization | |
$ | 431,210 | | |
$ | 0 | | |
| 431,210 | |
Net Change, Right-of-Use Asset
& Liabilities | |
$ | 0 | | |
$ | 0 | | |
| 0 | |
Accounts Receivable | |
$ | 370,348 | | |
$ | 0 | | |
| 370,348 | |
Inventory | |
$ | 132,034 | | |
$ | 0 | | |
| 132,034 | |
Prepaids & Other Current
Assets | |
$ | -366,448 | | |
$ | 0 | | |
| -366,448 | |
Accounts Payable | |
$ | -24,804 | | |
$ | 0 | | |
| -24,804 | |
Accrued Expenses | |
$ | -53,924 | | |
$ | 0 | | |
| -53,924 | |
21030 Deferred Revenue | |
$ | -96,550 | | |
$ | 0 | | |
| -96,550 | |
Net Cash From (Used In) Operating
Activities | |
$ | -3,253,756 | | |
$ | 0 | | |
| -3,253,756 | |
| |
| | | |
| | | |
| | |
INVESTING ACTIVITIES | |
| | | |
| | | |
| | |
Net Cash From (Used In) Investing
Activities | |
$ | -199,748 | | |
$ | 0 | | |
| -199,748 | |
| |
| | | |
| | | |
| | |
FINANCING ACTIVITIES | |
| | | |
| | | |
| | |
Net Cash From (Used In) Financing
Activities | |
$ | 0 | | |
$ | 0 | | |
| 0 | |
Net Cash Flow for Period | |
$ | -3,453,504 | | |
$ | 0 | | |
| -3,453,504 | |
Cash - Beginning of Period | |
$ | 6,201,137 | | |
$ | 0 | | |
| 6,201,137 | |
Cash - End of Period | |
$ | 2,747,633 | | |
$ | 0 | | |
| 2,747,633 | |
NON-CASH INVESTING AND FINANCING
ACTIVITIES | |
| | | |
| | | |
| | |
Share issued for purchase
of license | |
$ | 6,615,000 | | |
$ | 0 | | |
| 6,615,000 | |
SUPPLEMENTARY CASH FLOW INFORMATION | |
$ | | | |
$ | 0 | | |
| | |
Cash Received / Paid During
the Period for: | |
| | | |
| | | |
| | |
Income Taxes | |
$ | - | | |
| | | |
$ | - | |
Interest | |
$ | 0 | | |
$ | 0 | | |
| 0 | |
NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & USE OF ESTIMATES.
Our significant accounting policies are provided
in “Note 2 – Summary of Significant Accounting Policies” in our Financial Statements 2023 Form 10-K. There have been
no material changes to our significant accounting policies from those disclosed in our 2023 Form 10-K for the fiscal year ended December
31, 2023.
Stock
Based Compensation
The
Company accounts for stock-based payments in accordance with the provision of ASC 718, which requires that all share-based payments issued
to acquire goods or services, including grants of employee stock options, be recognized in the statement of operations based on their
fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary,
in subsequent periods if actual forfeitures differ from those estimates. Compensation expenses related to share-based awards is recognized
over the requisite service period, which is generally the vesting period.
The
preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent liabilities at dates of the financial statements and the reported
amounts of revenue and expenses during the periods. Actual results could differ from these estimates. In the opinion of management, our
financial statements reflect all adjustments considered necessary by management to fairly state the results of operations, financial
position and cash flows of the Company for the periods presented.
Revenue
Recognition
Under
Topic 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the
consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements
that an entity determines are within the scope of Topic 606, the entity performs the following five steps: (i) identify the contract(s)
with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the
transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance
obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration
it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined
to be within the scope of Topic 606, we assess the goods or services promised within each contract and determine those that are performance
obligations and assess whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction
price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.
Revenue
is then recognized for the transaction price allocated to each respective performance obligation when (or as) the performance obligation
is satisfied. For our products, revenue is generally recognized upon shipment or pickup by the customer. At this stage, the title on
the manufactured equipment is transferred to the customer, and the customer is responsible for transportation expenses, insurance, and
any transport-related damage to the equipment in transit. We do not hold any obligation to deliver beyond the collection warehouse, and
it is the customers’ contractual responsibility to ensure their goods reach their destination.
Refunds
and returns, which are minimal, are recorded as a reduction of revenue. Payments received from customers before satisfying the above
criteria are recorded as unearned income on the combined balance sheets.
Payments
received as deposits for specific purchase orders or future laser equipment sales to customers are recognized as customer deposits and
included in liabilities on the balance sheet. Customer deposits are recognized as revenue when control over the ordered equipment is
transferred to the customer.
All
revenues are reported in net of any sales discounts or taxes.
Other
Revenue Recognition Matters related to Distributors.
Distributors
generally have no right to return unsold equipment. However, in limited circumstances, if the company determines that distributor stock
is morally aging beyond the company’s new model releases, it may accept returns and provide the distributor with credit against
their trading account at the company’s discretion under its warranty policy. This revenue is recognized on a consignment basis
and transfer of control is when an item is sold to end customer at which time the company recognizes revenue.
Cash
and Cash Equivalents
Cash
and cash equivalents consist of highly liquid investments with an original maturity of three months or less at the date of purchase.
Cash and cash equivalents are carried at a cost, which approximates fair value. The company has $2,539,472 in flexible CD account with
Bank of America. The terms on this CD if flexible, having a term of 9 months that automatically renews, Full balance and interest can
be withdrawn prior to maturity. A penalty of 7 days interest will be imposed for early withdrawals within the first 6 days of the account
term.
Current
Liabilities
Accounts
Payable
Accounts
payable consist of short-term liability to our vendors and sub-contractors, who extend credit terms to the Company or deliver goods or
services with delayed payment terms. As of June 30, 2024, and December 31, 2023, our accounts payable were recorded at $198,236 and $223,040,
respectively.
Deferred
Revenue
Deferred
Revenue is primarily comprised of products that have been made available to key distributors that have not been sold. As of June 30,
2024, the Company had $ 116,564, and December 31, 2023, the Company’s deferred revenue liabilities were recorded $213,114.
As
of June 30, 2024, there were no loan balances owed by the Company.
Net
Earnings/Loss per Share
Basic
Earnings/Loss per share is calculated by dividing the Earnings/Loss attributable to stockholders by the weighted-average
number of shares outstanding for the period. Diluted Earnings/Loss per share reflects the potential dilution that could occur
if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common
stock that shared in the earnings (loss) of the Company. Diluted Earnings/Loss per share is computed by dividing the Earnings/Loss
available to stockholders by the weighted average number of shares outstanding for the period and dilutive potential shares outstanding
unless such dilutive potential shares would result in anti-dilution.
Accounts
Receivable
Trade
accounts receivable is recorded net of allowance for expected uncollectible accounts. The Company extends credit to its customers in
the normal course of business and performs on-going credit evaluations of its customers. All accounts, or portions thereof, that are
deemed uncollectible are written off to bad debt expense, as incurred. In addition, most sales orders are not accepted without a substantial
deposit. As of June 30, 2024, the balance of collectible accounts was $446,016. There is no Allowance of Bad Debt considered as of June
30, 2024.
Inventory
Inventories
are stated at a lower cost or net realizable value using the first-in first-out (FIFO) method. The Company has four principal categories
of inventory:
Sales
demonstration inventory - Sales demonstration inventory represents completed product used to support our sales force for demonstrations
and held for sale. Sales demonstration inventory is held in our demo facilities or by our sales representatives for up to three years,
at which time it would be refurbished and transferred to finished goods as used equipment, stated at the lower of cost or net realizable
value. The Company expects these refurbished units to remain in finished goods inventory and sold within 12 months at prices that produce
reduced gross margins.
Equipment
parts inventory - This inventory represents components and raw materials that are currently in the process of being converted to
a certifiable lot of saleable products through the manufacturing and/or equipment assembly process. Inventories include parts and components
that may be specialized in nature and subject to rapid obsolescence. The Company periodically reviews the quantities and carrying values
of inventories to assess whether the inventories are recoverable. Because of the Company’s vertical integration, a significant
or sudden decrease in sales activity could result in a significant change in the estimates of excess or obsolete inventory valuation.
The costs associated with provisions for excess quantities, technological obsolescence, or component rejections are charged to cost of
sales as incurred.
Work
in process inventory - Work in process inventory consists of inventory that is partially manufactured or not fully assembled
as of the date of these financial statements. This equipment, machines, parts, frames, lasers and assemblies are items not ready for
use or resale. Costs are accumulated as work in process until sales ready items are compete when it is moved to finished goods inventory.
The amounts in this account represent items at various stages of completion at the date of these financial statements.
Finished
goods inventory - Finished goods inventory consists of purchased inventory that was fully manufactured, assembled or in salable
condition. Finished goods inventory is comprised of items that are complete and ready for commercial application without further cost
other that delivery and setup.
As
of June 30, 2024, and December 31, 2023, respectively, our inventory consisted of the following:
SCHEDULE OF INVENTORY
Inventory | |
As of
June 30, 2024
(Unaudited) | | |
As of
December 31, 2023
(Audited) | |
| |
| | |
| |
Equipment Parts Inventory | |
$ | 992,741 | | |
$ | 862,940 | |
Finished Goods Inventory | |
| 931,227 | | |
| 992,744 | |
Sales Demo Inventory | |
| 258,954 | | |
| 162,958.00 | |
Work in process Inventory | |
| 203,683 | | |
| 243,029 | |
Inventory Reserve | |
| (281,184 | ) | |
| (24,216 | ) |
Total Inventory | |
$ | 2,105,421 | | |
$ | 2,237,455 | |
Fixed
Assets - Plant Machinery and Equipment
Property
and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance,
and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated
depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective
period.
Machinery
and Equipment
Depreciation
is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes.
SCHEDULE OF ESTIMATED USEFUL LIVES FOR SIGNIFICANT PROPERTY AND EQUIPMENT
Category |
|
Economic
Useful
Life |
Office
furniture and fixtures |
|
5-7
years |
Machinery.
Vehicles and equipment |
|
5-7
years |
Leasehold
improvements |
|
1-3
years |
SCHEDULE OF FIXED ASSETS
Fixed Assets | |
As
of
June 30, 2024
(Unaudited) | | |
As of
December 31, 2023
(Audited) | |
| |
| | |
| |
Accumulated Depreciation | |
$ | (958,842 | ) | |
$ | (729,956 | ) |
Machinery & Equipment | |
| 799,652 | | |
| 796,783 | |
Office Furniture & Computer Equipment | |
| 87,553 | | |
| 77,487 | |
Vehicles | |
| 90,959 | | |
| 90,959 | |
R&D Equipment | |
| 42,068 | | |
| 37,973 | |
Leasehold improvements | |
| 214,494 | | |
| 31,775 | |
Demonstration equipment | |
| 647,790 | | |
| 647,790 | |
Property, Plant and Equipment, Gross | |
| 647,790 | | |
| 647,790 | |
Total Fixed Assets | |
$ | 923,674 | | |
$ | 952,811 | |
Intangible
Assets
Intangible
assets consist primarily of capitalized equipment design documentation, software costs for equipment manufactured for sale, as well as certain patent, trademark and license costs. Capitalized software and equipment design documentation development
costs are recorded in accordance with Accounting Standard Codification (“ASC”) 985 “Software” with costs amortized
using the straight-line method over a ten-year period. Patent, trademark and license costs are amortized using the straight-line method
over their estimated useful lives of 15 years. On an ongoing basis, management reviews the valuation of intangible assets to determine
if there has been impairment by comparing the related assets’ carrying value to the undiscounted estimated future cash flows and/or
operating income from related operations.
The
Company employs various core technologies across many different product families and applications in an effort to maximize the impact
of our research and development costs and increase economies of scale and to leverage its technology-specific expertise across multiple
product platforms. The technologies inherent in its laser equipment products include application documentation, proprietary and custom
software developed for operation of its equipment, specific knowledge of supply chain and, mostly important, equipment design documentation,
consisting of 3D engineering drawings, bills of materials, wiring diagrams, parts AutoCad drawings, software architecture documentation,
etc. Intangible assets were received from a related party, ICT Investments, and therefore transferred and booked by Laser Photonics Corp.
at their historical cost.
SCHEDULE OF INTANGIBLE ASSETS ASSETS
Intangible
Assets | |
As
of June 30, 2024 (Unaudited) | | |
As
of December 31, 2023 (Audited) | |
| |
| | |
| |
Accumulated
Amortization | |
$ | (927,553 | ) | |
$ | (725,228 | ) |
Customer
Relationships | |
| 211,000 | | |
| 211,000 | |
Equipment
Design Documentation | |
| 2,675,000 | | |
| 2,675,000 | |
Operational
Software & Website | |
| 339,539 | | |
| 339,539 | |
Trademarks | |
| 216,800 | | |
| 216,800 | |
License
& Patents | |
| 1,562,876 | | |
| 1,562,876 | |
Intangible Assets, Gross | |
| 1,562,876 | | |
| 1,562,876 | |
Total
Intangible Assets | |
$ | 4,077,662 | | |
$ | 4,279,987 | |
Long-Lived
Assets
Long-lived
assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.
Impairment is measured by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected
to result from use of the assets and their ultimate disposition. In instances where impairment is determined to exist, the Company will
write down the asset to its fair value based on the present value of estimated future cash flows.
NOTE
4 – LEASES
Our
leases consist of operating leases only related to our two facilities located in Orlando, Florida. The operating leases for our facilities
are non-cancelable operating leases and are included in Operating lease right-of-use (“ROU”) asset, Lease liability, and
Lease liability – less current portion in our balance sheets. ROU assets represent our right to use an underlying asset for the
lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. Lease expense for lease payments
is recognized on a straight-line basis over the lease term.
SCHEDULE OF OPERATING LEASES EXPENSES
| |
| 2024
(Unaudited) | | |
| 2023
(Unaudited) | | |
| 2024
(Unaudited) | | |
| 2023
(Audited) | |
| |
Three Months Ended June 30, | | |
Six Months Ended June 30, | |
| |
| 2024
(Unaudited) | | |
| 2023
(Unaudited) | | |
| 2024
(Unaudited) | | |
| 2023
(Audited) | |
| |
| | | |
| | | |
| | | |
| | |
Operating Lease Expense | |
$ | 79,847 | | |
$ | 91,062 | | |
$ | 159,694 | | |
$ | 181,670 | |
NOTE
5 – STOCKHOLDERS’ EQUITY/DEFICIT
General
The
following description of our securities and certain provisions of our amended and restated certificate of incorporation and amended and
restated bylaws are summaries and are qualified by reference to the amended and restated certificate of incorporation and our bylaws
that will be in effect on the closing of this offering. Copies of these documents have been filed with the SEC as exhibits to our registration
statement, of which this prospectus forms a part. The descriptions of the Shares, and preferred stock reflect changes to our capital
structure that will be in effect on the closing of this offering.
Preferred
Stock
|
● |
Par
value: $0.001 |
|
● |
Authorized:
10,000,000 |
|
● |
Issued:
There were no preferred shares issued and outstanding as of June 30, 2024 |
Common
Stock
|
● |
Par
value: $0.001 |
|
● |
Authorized:
100,000,000 |
|
● |
Issued:
12,270,427 as of June 30, 2024 |
On
February 2nd, 2024, 17,008 Shares of Common stock were issued to Jade Barnwell, the former Laser Photonics CFO, under the
terms of employment.
On
May 21, 2024, 3,000,000 of Common stock were issued and transferred to Fonon Corporation in exchange for licenses for all commercial and
noncommercial applications of Fonon Corp for laser cutting, marking, engraving, welding, semiconductor applications and flat panel display.
The stock was valued at it’s fair-market value of $6,615,000 and recorded as a deemed dividend.
Warrants
As
of June 30, 2024, there were 180,000 Warrants Outstanding
Options
As
of June 30, 2024, there were no Options Issued or Outstanding
NOTE
6 – RELATED PARTY TRANSACTIONS
ICT
Investments provides the Company with accounting services and various management services on a as needed basis. For the six months ended
June 30, pursuant to an arrangement with ICT Investment, the Company paid in total $35,760 and $28,217, respectively, for various accounting
services and management resources. Any distributions between Laser Photonics and ICT must be distributed to affiliate company.
ICT
Investments owns 626,918 shares of the Company’s common stock. ICT Investments owned 4,688,695 shares of the Company’s common
stock prior to the closing of the Company’s IPO on October 4, 2022, this represented 96.1% of the total shares outstanding. As
of December 31, 2022, ICT Investments owns 59.5% of the total shares outstanding. Dmitriy Nikitin is the Managing Partner of ICT Investments
and has controlled the Company since its inception. As of the end of 2023 the % is 58.7.%
On
May 21, 2024 3,000,000 of Common stock were issued and transferred to Fonon Corporation in exchange for licenses for all commercial and
noncommercial applications of Fonon Corp for laser cutting, marking, engraving, welding, semiconductor applications and flat panel display.
The stock was valued at its fair-market value of $6,615,000 and recorded as a deemed dividend.
For
the 6 months ending June 30,2024 $2,198,993
was distributed to an affiliate party Fonon Corporation . The financial statements are adjusted to reflect the Fonon Corporation
amounts as distribution to affiliate. Prior treatment considered the transaction to be a related party but is now properly reflecting
the transaction under common control and in line with prior 2023 financials.
NOTE
7 – COMMITMENTS AND CONTINGENCIES
In
October 2021, a lease on 18,000 SF facility was signed with the landlord for three years, terminating on October 31, 2024. The monthly
rent for this facility is currently $15,109. The Company entered into a lease for additional 8000 SF of office space adjacent to the
original facility for an additional $10,000/ month in October 2023. The combined expense monthly expense is $25,109
In
December 2022, we entered into an agreement with 2701 Maitland Building Associates to rent 8,000 sf of additional office space nearby
the main facility, for our growing sales and marketing program. The monthly rent for this space is currently $14,805.
As
of January 1, 2020, we adopted ASU 2016-02 employing the cumulative-effect adjustment transition method, resulting in the recognition
on our balance sheet of $597,143 as a right-of-use asset for operating leases, $434,153 as a current operating lease liability, and $
162,990 as a lease liability less the current portion.
We
only have $374,559 in lease liability on the balances sheet. Current amount is $197,614 and long-term amount is $176,945 as of June 30,
2024.
The
maturity amounts of our lease liabilities are as follows:
SCHEDULE OF MATURITY OF LEASE LIABILITIES
Year
ending December 31, |
|
Operating
Leases |
|
2024 |
|
$ |
197,614 |
|
2025 |
|
$ |
176,945 |
|
Total |
|
$ |
374,559 |
|
NOTE
8 – SUBSEQUENT EVENTS
The
Company’s management has evaluated subsequent events up to September 21, 2024, the date the financial statements were issued, pursuant
to the requirements of ASC 855 and has the following to report:
On
August 16, 2024, Laser Photonics Corporation (the “Company”) entered a private placement transaction (the “Private
Placement”) pursuant to a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain institutional
investors (the “Purchasers”) for aggregate gross proceeds of $3.0 million, before deducting fees to the placement agent and
other expenses payable by the Company in connection with the Private Placement. The Company intends to use the net proceeds from the
Private Placement for working capital and general corporate purposes. Aegis Capital Corp. (“Aegis”), acted as the exclusive
placement agent for the Private Placement, which closed on August 19, 2024.
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The
following discussion of our financial condition and results of operations should be read in conjunction with our unaudited financial
statements and the notes to those financial statements appearing elsewhere in this Report.
Certain
statements in this Report constitute forward-looking statements. These forward-looking statements include statements, which involve risks
and uncertainties, regarding, among other things, (a) our projected sales, profitability, and cash flows, (b) our growth strategy, (c)
anticipated trends in our industry, (d) our future financing plans, and (e) our anticipated needs for, and use of, working capital. They
are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,”
“estimate,” “plan,” “potential,” “project,” “continuing,” “ongoing,”
“expects,” “management believes,” “we believe,” “we intend,” or the negative of these
words or other variations on these words or comparable terminology. In light of these risks and uncertainties, there can be no assurance
that the forward-looking statements contained in this filing will in fact occur. You should not place undue reliance on these forward-looking
statements.
The
forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities
laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which
the statements are made or to reflect the occurrence of unanticipated events.
The
“Company,” “we,” “us,” or “our,” are references to the business of Laser Photonics Corporation,
a Wyoming corporation.
Overview
We
are a vertically integrated manufacturing Company for photonics based industrial products and solutions, primarily disruptive laser cleaning
technologies. Our vertically integrated operations allow us to reduce development and advanced laser equipment manufacturing time, offer
better prices, control quality and protect our proprietary knowhow and technology compared to other laser cleaning companies and companies
with competing technologies.
Our
principal executive offices are located at 1101 N Keller Rd, Orlando FL, 32810, and our telephone number is (407) 804 1000. Our website
address is www.laserphotonics.com. The Company’s annual reports, quarterly reports, current reports on Form 8-K and amendments
to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”),
and other information related to the Company, are available, free of charge, on that website as soon as we electronically file those
documents with, or otherwise furnish them to, the SEC. The Company’s website and the information contained therein, or connected
thereto, are not and are not intended to be incorporated into this Quarterly Report on Form 10-Q.
We
intend to continue to stay ahead of the technology curve by researching and developing cutting edge products and technologies for both
large and small businesses. We view the small companies as an attractive market opportunity since they were previously unable to take
advantage of laser processing equipment due to high prices, significant operating costs and the technical complexities of the laser equipment.
As a result, we are developing an array of laser cleaning equipment that we have named the CleanTech™ product line, which we believe
represents a new generation of high-power laser cleaning systems applicable to numerous material processing operations.
Factors
and Trends That Affect Our Operations and Financial Results
In
reading our financial statements, you should be aware of the following factors and trends that our management believes are important
in understanding our financial performance.
Supply
Chain. We are experiencing increased lead times for certain parts and components purchased from third party suppliers; particularly
electronic components. We, our customers and our suppliers continue to face constraints related to supply chain and logistics, including
availability of capacity, materials, air cargo space, sea containers and higher freight rates and import duties. Supply chain and logistics
constraints are expected to continue for the foreseeable future and could impact our ability to supply products and our customers’
demand for our product or readiness to accept deliveries. Notwithstanding these effects, we believe we have the ability to meet the near-term
demand for our products, but the situation is fluid and subject to change.
Net
sales. Our net sales have historically fluctuated from quarter to quarter. The increase or decrease in sales from the previous quarter
can be affected by the timing of orders received from customers, the shipment, installation and acceptance of products at our customers’
facilities. Net sales can be affected by the time taken to qualify our products for use in new applications in the end markets that we
serve. Our sales cycle varies substantially, ranging from a period of a few weeks to as long as one year or more, but is typically several
months. The adoption of our products by a new customer or qualification in a new application can lead to an increase in net sales for
a period, which may then slow until we penetrate new markets or obtain new customers.
Our
business depends substantially upon capital expenditures by end users, particularly by manufacturers using our products for materials
processing, which includes general manufacturing, automotive including electric vehicles (EV), other transportation, aerospace, heavy
industry, consumer, semiconductor and electronics. Approximately 92% of our revenues for first quarter of 2022 and 91% of our revenues
for the full 2021 fiscal year were from customers using our products for materials processing. Although applications within materials
processing are broad, the capital equipment market in general is cyclical and historically has experienced sudden and severe downturns.
For the foreseeable future, our operations will continue to depend upon capital expenditures by end users of materials processing equipment
and will be subject to the broader fluctuations of capital equipment spending.
Gross
margin. Our total gross margin in any period can be significantly affected by several factors, including net sales, production
volumes, competitive factors, product mix, and by other factors such as changes in foreign exchange rates relative to the U.S. Dollar.
Many of these factors are not under our control. The following are examples of factors affecting gross margin:
●
As our products mature, we can experience additional competition which tends to decrease average selling prices and affects gross margin.
●
Our gross margin can be significantly affected by product mix. Within each of our product categories, the gross margin is generally higher
for devices with greater average power. These higher power products often have better performance, more difficult specifications to attain
and fewer competing products in the marketplace.
Selling
and Marketing expenses. In the first quarter of 2024, we invested in Selling and Marketing costs in order to support continued growth
in the Company. As the secular shift to laser blasting technology matures, our sales growth becomes more susceptible to the cyclical
trends typical of capital equipment manufacturers. Accordingly, our future management of and investments in selling and marketing expenses
will also be influenced by these trends, although we may still invest in selling and marketing functions to support sales sustainability
even in economic down cycles.
Research
and development expenses. We plan to continue to invest in research and development to improve our existing laser blasting technology
and equipment and develop new products, systems and applications. We believe that these investments will sustain our position as a leader
in the laser blasting industry and will support development of new products that can address new markets and growth opportunities. The
amount of research and development expenses we incur may vary from period to period.
Service
of Laser Blasting Equipment
Liquidity
and Capital Resources
The
following is a summary of the Company’s cash flows provided and (and used in) operating, investing, and financing activities for
six months ended as of June 30, 2024 and June 30, 2023.
| |
Six
months ended on June 30, | |
Cash flow data | |
2024 | | |
2023 | |
Net cash provided
by (used in) operating activities | |
$ | (3,253,756 | ) | |
$ | (2,087,409 | ) |
Net cash provided by (used
in) investing activities | |
$ | (199,748 | ) | |
$ | (209,847 | ) |
Net cash provided by (used
in) financing activities | |
$ | 0 | | |
$ | - | |
Net change in cash and cash
equivalents | |
$ | (3,453,504 | ) | |
$ | (2,297,256 | ) |
Cash at end of period | |
$ | 2,747,633 | | |
$ | 9,884,543 | |
As of June 30, 2024, the Company had $2,747,633 in
cash, $2,957,074 in current assets (without cash and cash equivalents) and $620,028 in current liabilities.
As a result, on June 30, 2024, the Company
had 5,048,679 in total working capital, compared to $8,262,302 of total working capital on December 31, 2023.
We
will have to meet all the financial disclosure and reporting requirements associated with being a publicly reporting Company. Our management
will have to spend additional time on policies and procedures to make sure it is compliant with various regulatory requirements, especially
that of Section 404 of the Sarbanes-Oxley Act of 2002. This additional corporate governance time required of management could limit the
amount of time our management has to implement our business plan and may delay our anticipated growth plans.
We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required
under this item.
Revenues
Revenue
Recognition- Under Topic 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an
amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine
revenue recognition for arrangements that an entity determines are within the scope of Topic 606, the entity performs the following
five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine
the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue
when (or as) the entity satisfies a performance obligation. We only apply the five-step model to contracts when it is probable that
the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At
contract inception, once the contract is determined to be within the scope of Topic 606, we assess the goods or services promised
within each contract and determine those that are performance obligations and assess whether each promised good or service is
distinct. We then recognize as revenue the amount of the transaction price that is allocated to the respective performance
obligation when (or as) the performance obligation is satisfied. Refunds and returns, which are minimal, are recorded as a reduction
of revenue. Payments received by customers prior to our satisfying the above criteria are recorded as unearned income in the
combined balance sheets. All revenues were reported in net of any sales discounts or taxes.
Inventory
— Inventory is stated at the lower of cost (first-in, first-out method) or market value. Inventory includes parts and
components that may be specialized in nature and subject to rapid obsolescence. We maintain a reserve for excess or obsolete
inventory items. Inventories are written off and charged to the cost of goods sold when identified as excess or obsolete. If future
sales differ from these forecasts, the valuation of excess and obsolete inventory may change, and additional inventory provisions may
be required. Because of our vertical integration, a significant or sudden decrease in sales could result in a significant change in
the estimates of excess or obsolete inventory valuation. On December 31, 2022, we recorded $101,698 in Inventory
Obsolescence.
For
the six months ending June 30, 2024, we recognized revenue of $1,366,426, as compared to $1,641,632 in revenue for the same period in
2023, a decrease of $275,206. The decrease is primarily due to the timing of orders expected to be booked in Q2 2024.
| |
Three
Months Ended June 30, | | |
Six
Months Ended June 30, | |
| |
2024
(Unaudited) | | |
2023
(Audited) | | |
2024
(Unaudited) | | |
2023
(Audited) | |
Revenue | |
$ | 623,435 | | |
$ | 965,440 | | |
$ | 1,366,426 | | |
$ | 1,641,632 | |
For
the six months ending June 30, 2024, our net income was $(1,479,965) as compared to $(1,936,499) in the same period of 2023.
We are entering into laser equipment sales agreements with customers for specific equipment based upon purchase orders and our standard terms and conditions of sale.
Under
our customer contracts or/and purchase orders, we transfer title and risk of loss to the customer and recognize revenue upon shipment.
Our customers do not have extended payment terms or rights of return under these contracts.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Summary
Financial Information – Non-GAAP EBITDA
| |
Three
Months Ending June 30, | | |
Six
Months Ending June 30, | |
| |
2024
(Restated) | | |
2023
(Audited) | | |
2024
(Restated) | | |
2023
(Audited) | |
Other financial data: | |
| | |
| | |
| | |
| |
EBITDA(1) | |
$ | (675,733 | ) | |
$ | (577,947 | ) | |
$ | (1,036,126 | ) | |
$ | (1,752,415 | ) |
Adjusted
EBITDA(2) | |
$ | (675,733 | ) | |
$ | (577,947 | ) | |
$ | (1,036,126 | ) | |
$ | (1,752,415 | ) |
In
addition to providing financial measurements based on generally accepted accounting principles in the United States (“GAAP”),
we provide the following additional financial metrics that are not prepared in accordance with GAAP (non-GAAP): EBITDA and adjusted EBITDA.
Management uses these non-GAAP financial measures, in addition to GAAP financial measures, to understand and compare operating results
across accounting periods, for financial and operational decision making, for planning and forecasting purposes and to evaluate our financial
performance. We believe that these non-GAAP financial measures help us to identify underlying trends in our business that could otherwise
be masked by the effect of certain expenses that we exclude in the calculations of the non-GAAP financial measures.
Accordingly,
we believe that these non-GAAP financial measures reflect our ongoing business in a manner that allows for meaningful comparisons and
analysis of trends in the business and provides useful information to investors and others in understanding and evaluating our operating
results, enhancing the overall understanding of our past performance and prospects.
These
non-GAAP financial measures do not replace the presentation of our GAAP financial results and should only be used as a supplement to,
not as a substitute for, our financial results presented in accordance with GAAP. There are limitations in the use of non-GAAP measures,
because they do not include all the expenses that must be included under GAAP and because they involve the exercise of judgment concerning
exclusions of items from the comparable non-GAAP financial measure. In addition, other companies may use other non-GAAP measures to evaluate
their performance, or may calculate non-GAAP measures differently, all of which could reduce the usefulness of our non-GAAP financial
measures as tools for comparison.
(1) |
EBITDA
is a non-GAAP financial measure used by management, lenders, and certain investors as a supplemental measure in the evaluation of
some aspects of a corporation’s financial position and core operating performance. Investors sometimes use EBITDA, as it allows
for some level of comparability of profitability trends between those businesses differing as to capital structure and capital intensity
by removing the impacts of depreciation and amortization. EBITDA also does not include changes in major working capital items, such
as receivables, inventory and payables, which can also indicate a significant need for, or source of, cash. Since decisions regarding
capital investment and financing and changes in working capital components can have a significant impact on cash flow, EBITDA is
not necessarily a good indicator of a business’s cash flows. We use EBITDA for evaluating the relative underlying performance
of our core operations and for planning purposes. We calculate EBITDA by adjusting net income to exclude net interest expense, income
tax expense or benefit, depreciation and amortization, thus the term “Earnings Before Interest, Taxes, Depreciation and Amortization”
and the acronym “EBITDA.” |
|
|
(2) |
Adjusted
EBITDA is defined as net income (loss) as reported in our consolidated statements of income excluding the impact of (i) interest
expense; (ii) income tax provision; (iii) depreciation and amortization; (iv) stock-based compensation expense; (v) accretion of
debt discounts; (vi) other income - forgiveness of Paycheck Protection Program loan; (vii) other financing costs; (viii) loss on
extinguishment of debt; (ix) warrant inducement expense; (x) amortization of right-of-use assets; and (xi) change in fair value of
derivative liabilities. Our Adjusted EBITDA measure eliminates potential differences in performance caused by variations in capital
structures (affecting finance costs), tax positions, the cost and age of tangible assets (affecting relative depreciation expense)
and the extent to which intangible assets are identifiable (affecting relative amortization expense). We also exclude certain one-time
and non-cash costs. Our definition of Adjusted EBITDA may differ from similarly titled measures used by other companies, and any
such differences could be material. |
We
believe EBITDA and Adjusted EBITDA are helpful for investors to better understand our underlying business operations. The following table
adjusts Net Income to EBITDA and Adjusted EBITDA for the three- and six-months ending June 30, 2024, and 2023.
| |
Three
Months Ending June 30, | | |
Six
Months Ending June 30, | |
| |
2024
(Restated) | | |
2023
(Audited) | | |
2024
(Restated) | | |
2023
(Audited) | |
Reconciliation of EBITDA: | |
| | |
| | |
| | |
| |
Net Income (Loss) | |
$ | (934,256 | ) | |
$ | (678,894 | ) | |
$ | (1,479,965 | ) | |
$ | (1,936,499 | ) |
Add (deduct): | |
| | | |
| | | |
| | | |
| | |
Interest expense | |
| - | | |
| - | | |
| - | | |
| - | |
Taxes | |
| 12,629 | | |
| - | | |
| 12,629 | | |
| - | |
Other | |
| - | | |
| - | | |
| | | |
| | |
Depreciation & Amortization | |
| 245,894 | | |
| 100,947 | | |
| 431,210 | | |
| 184,084 | |
EBITDA(1) | |
| (675,733 | ) | |
| (577,947 | ) | |
| (1,036,126 | ) | |
| (1,752,415 | ) |
Other adjustments | |
| - | | |
| - | | |
| | | |
| - | |
Adjusted EBITDA(2) | |
$ | (675,733 | ) | |
$ | (577,947 | ) | |
$ | (1,036,126 | ) | |
$ | (1,752,415 | ) |
Subsequent
Events
None
Off-Balance
Sheet Arrangements
As
of June 30, 2024, we did not have any off-balance sheet arrangements.
Table
of Contents
Pursuant
to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as
it is a “smaller reporting Company,” as defined by Rule 229.10(f)(1).
We
have not utilized any derivative financial instruments such as futures contracts, options and swaps, forward foreign exchange contracts
or interest rate swaps and futures. We believe that adequate controls are in place to monitor any hedging activities. We do not have
any borrowings and, consequently, we are not affected by changes in market interest rates. We do not currently have any sales or own
assets and operate facilities in countries outside the United States and, consequently, we are not affected by foreign currency fluctuations
or exchange rate changes. Overall, we believe that our exposure to interest rate risk and foreign currency exchange rate changes is not
material to our financial condition or results of operations.
ITEM
4. CONTROLS AND PROCEDURES
Disclosures
Control and Procedures
Under
the supervision of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), our management has
evaluated the effectiveness of the design and operation of our “disclosure controls and procedures” (as defined in Rules
13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the
end of the period covered by this Quarterly Report on Form 10-Q (the “Evaluation Date”). Based upon that evaluation, our
CEO and CFO have concluded that, as of the Evaluation Date, our disclosure controls and procedures are not effective. Management is implementing
controls and procedures during 2024 to bring to effective.
Changes
in Internal Controls over Financial Reporting
There
was no material change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under
the Exchange Act) that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect,
our internal control over financial reporting.
PART
II – OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS.
We
are not involved in any legal proceedings, including routine litigation arising in the normal course of business that we believe will
have a material adverse effect on our business, financial condition or results of operations.
ITEM
1A. RISK FACTORS
Not
applicable to a smaller reporting Company.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
There
were no sales of unregistered securities during the reported period.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM
4. MINE SAFETY DISCLOSURES.
Not
applicable.
ITEM
5. OTHER INFORMATION.
None.
ITEM
6. EXHIBITS.
*
In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Quarterly Report on Form 10-Q shall be deemed “furnished”
and not “filed.”
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
|
Laser
Photonics Corporation |
|
|
Date:
September 24, 2024 |
By: |
/s/
Wayne Tupuola |
|
|
President
and Chief Executive Officer
(Principal
Executive Officer) |
Date:
September 24, 2024 |
By |
/s/
Carlos Sardinas |
|
|