UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2024

☐	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 September 30, 2024, the registrant had 13,832,395 shares of common stock, par value $.001 per share, issued and outstanding.

TABLE OF CONTENTS

		Page No.
PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22

Item 4.	Controls and Procedures	24

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25

Item 3.	Defaults Upon Senior Securities	25

Item 4.	Mine Safety Disclosures	25

Item 5.	Other Information	25

Item 6.	Exhibits	25

Signatures		26

Certifications

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

LASER PHOTONICS CORPORATION

CONDENSED BALANCE SHEETS

(UNAUDITED)

	As of September 30, 2024 (Unaudited)			As of December 31, 2023 (Audited)
Assets
Current Assets:
Cash and Cash Equivalents	$	2,121,760		$	6,201,137
Accounts Receivable, Net		725,780			816,364
Account Receivable affiliate		47,515			-
Account Receivable		47,515			-

Inventory		1,830,725			2,237,455

Other Assets		40,788			39,190

Total Current Assets		4,766,568			9,294,146

Property, Plant, & Equipment, Net		1,258,488			952,811

Intangible Assets, Net		4,026,820			4,279,987

Other Long Term Assets		316,378

Operating Lease Right-of-Use Asset		252,558			597,143

Total Assets	$	10,620,812		$	15,124,087

Liabilities & Stockholders’ Equity
Current Liabilities:
Accounts Payable	$	527,712		$	223,040
Accounts Payable affiliate		6,227			-
Accounts Payable		6,227			-
Deferred Revenue		116,564			213,114
Current Portion of Operating Lease		206,212			434,152
Accrued Expenses		30,083			161,538
Total Current Liabilities		886,798			1,031,844

Long Term Liabilities:
Lease liability - less current		46,346			162,991
Total Long Term Liabilities		46,346			162,991
Total Liabilities		933,144			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 September 30, 2024 and December 31, 2023		-			-

Common Stock Par Value $0.001: 100,000,000 shares authorized; 13,832,395 and 9,253,419 issued and 13,807,460 and 9,228,482 outstanding as of September 30, 2024, and December 31, 2023		13,832			9,253

Additional Paid in Capital		18,039,795			19,180,725

Retained Earnings (Deficit)		(8,340,719	)		(5,235,486	)

Treasury Stock		(25,240	)		(25,240	)

Total Stockholders’ Equity		9,687,668			13,929,252

Total Liabilities & Stockholders’ Equity	$	10,620,812		$	15,124,087

* The reclassification from par to Additional Paid in Capital was done in Q2, 2024

See accompanying notes to financial statements.

Table of Contents

LASER PHOTONICS CORPORATION

CONDENSED STATEMENTS OF PROFIT AND LOSS

(UNAUDITED)


	Three Months Ended						Nine Months Ended
	September 30, 2024 (Unaudited)			September 30, 2023 (Restated)			September 30, 2024 (Unaudited)			September 30, 2023 (Restated)
Net Sales	$	669,182		$	1,303,205		$	2,083,123		$	2,944,837

Net Sales Affiliate		47,515

Cost of Sales		107,277			333,325			772,481			887,086

Gross Profit		609,420			969,880			1,310,642			2,057,751

Operating Expenses:

Sales & Marketing		554,667			677,026			957,558			1,462,868

General & Administrative		1,053,124			608,647			1,845,167			1,936,521

Depreciation & Amortization		238,617			152,210			669,827			336,294

Payroll Expenses		406,107			347,461			853,264			993,572

Research and Development Cost		62,802			75,430			170,725			155,889

Total Operating Expenses		2,315,317			1,860,774			4,496,541			4,885,144

Operating Income (Loss)		(1,705,897	)		(890,894	)		(3,185,899	)		(2,827,393	)
Other Income (Expenses):
Total Other Income (Loss)		80,629			(4,215	)		80,666			(4,215	)

Income (Loss) Before Tax		(1,625,268	)		(895,109	)		(3,105,233	)		(2,831,608	)

Tax Provision		-			-			-			-
Net Income (Loss)	$	(1,625,268	)	$	(895,109	)	$	(3,105,233	)	$	(2,831,608	)

Deemed Dividend from Software Acquisition		-			-			(6,615,000	)		-
Net Comprehensive loss attributed to Common Shareholders		(1,625,268	)		(895,109	)		(9,720,233	)		(2,831,608	)

Earning (Loss) per Share:
Basic and Diluted	$	(0.13	)	$	(0.11	)	$	(0.29	)	$	(0.36	)
Loss per share (attributable to common shareholders)		(0.13	)		(0.11	)		(0.90	)		(0.36	)
Weighted Average of Shares Outstanding		12,671,166			7,878,419			10,847,009			7,878,419

See accompanying notes to financial statements.

Table of Contents

LASER PHOTONICS CORPORATION

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	Nine Months Ended
	September 30, 2024 (Unadited)			September 30, 2023 (Restated)

OPERATING ACTIVITIES
Net Loss	$	(3,105,233	)	$	(2,831,608	)
Adjustments to Reconcile Net Loss to Net Cash Flow from Operating Activities:
Bad Debt		208,351
Shares issued for compensation		33,336			-
Distribution to affiliate		(3,822,037	)
Depreciation & Amortization		669,827			336,294
Change in Operating Assets & Liabilities:
Accounts Receivable		(165,282	)		(36,083	)
Inventory		(26,979	)		(640,180	)
Prepaids & Other Current Assets		(15,976	)		5,591
Other Liabilities		0			106
Accounts Payable		311,874			30,034
Accrued Expenses		(132,431	)		(338,605	)
Deposits		(302,000	)
Deferred Revenue		(96,549	)		-
Net Cash Used in Operating Activities		(6,443,099	)		(3,474,451	)

INVESTING ACTIVITIES
Purchase of Property, Plant an Equipment		(57,550	)		(124,833	)
Purchase of Research & Development Equipment		(5,295	)		-
Vehicles					(144,096	)
Licenses & Patents					(2,875	)
Purchase of Operational Software & Website		-			(34,069	)
Invest in Leasehold Improvements		(225,783	)		(19,707	)
Net Cash Used in Investing Activities		(288,628	)		(325,580	)

FINANCING ACTIVITIES
Corrections of stock compensation					(71,250	)
Shares issued for PIPE		2,652,350
Net Cash provided by (used in) Financing Activities		2,652,350			(71,250	)
Net Cash Flow for Period		(4,079,377	)		(3,871,281	)
Cash and Cash Equivalents - Beginning of Period		6,201,137			12,181,799
Cash and Cash Equivalents-End of Period	$	2,121,760		$	8,310,518
NON-CASH INVESTING AND FINANCING ACTIVITIES
Shares issued on conversion of debt		-			-
Share issued for purchase of license		6,615,000			-
Common Stock to be issued for cashless exercise of warrants		62

SUPPLEMENTARY CASH FLOW INFORMATION
Cash Received / Paid During the Period for:
Income Taxes		-			-
Interest		-			-

See accompanying notes to financial statements

Table of Contents

LASER PHOTONICS CORPORATION

CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(UNAUDITED)

	Shares		Amount		Shares		Amount		Shares		Amount		Stock			APIC			Deficit			Equity
	Three months ended September 30, 2024
	Preferred Stock				Common Stock				Shares to be issued				Treasury						Accumulated			Stockholders
	Shares		Amount		Shares		Amount		Shares		Amount		Stock			APIC			Deficit			Equity
Balance, June 30,2024		-				12,270,427	$	12,270		-			$	(25,240	)	$	17,012,050		$	(6,715,451	)	$	10,283,629

Net Loss from the three months ended September 30, 2024		-		-		-		-		-		-		-			-		$	(1,625,268	)	$	(1,625,268	)

Distribution to affiliate																$	(1,623,043	)				$	(1,623,043	)

SEC Form 10-Q filed by Laser Photonics Corporation