UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q/A

(Amendment No. 1)

 

(Mark One)

 

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

 

For the quarterly period ended: March 31, 2022

 

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: 0-561666

 

Laser Photonics Corporation

(Exact name of registrant as specified in its charter)

 

Delaware

 

84-3628771

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

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

 

 

 

 

 

 

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 May 18, 2022, the registrant had 4,878,417 shares of common stock, par value $.001 per share, issued and outstanding.

 

 

 

 

TABLE OF CONTENTS

 

 

 

 

Page No.

 

 

 

 

 

 

Item 1.

Financial Statements

 

4

 

 

 

 

 

 

Item 4.

Controls and Procedures

 

15

 

 

 

 

 

 

Item 6.

Exhibits

 

16

 

 

 

 

 

 

Signatures

 

17

 

 
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Table of Contents

 

EXPLANATORY NOTE

 

This Amendment No. 1 to Form 10-Q/A (“Amendment No. 1”) is being filed by the registrant (“Laser Photonics”) to amend its Quarterly Report on Form 10-Q for the period ended March 31, 2022, as filed with the U.S. Securities and Exchange Commission (“SEC”) on May 19, 2022 (“Original Filing Date”).  The purpose of this Amendment No. 1 is to correct Item 1 (“Financial Statements”) and Item 4 (“Controls and Procedures”). Except as described in the foregoing sentence no other changes have been made to the Original Filing, and this Amendment No. 1 does not modify, amend or update in any way any of the other information contained in the Original Filing. This Amendment No. 1 does not reflect events that may have occurred subsequent to the Original Filing Date or the filing date of this Amendment No. 1, except as set forth below to provide some context for this Amendment No. 1.

 

As of August 15, 2022, our President and our Vice President, Finance evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by our Quarterly Report on Form 10-Q for the period ended June 30, 2022, as filed with the SEC on August 15, 2022 (the “June 30 Form 10-Q”). Based on such evaluation, our President and Vice President, Finance concluded that as of March 31, 2022, our disclosure controls and procedures were not effective.  Specifically, Laser Photonics filed a registration statement (File No. 333-261129) on Form S-1 (the “Registration Statement”) for an initial public offering of its common stock, and during the SEC review process, management detected errors in is financial statements for the year ended December 31, 2021 and for the three months ended March 31, 2022.  Specifically, we omitted earnings per share information from the notes to our unaudited financial statements for the three months ended March 31, 2022, as required by ASC 260-10-45 and ASC 260-10-50, in the Form 10-Q filed on the Original Filing Date. This error was corrected in the Registration Statement in pre-effective amendments filed with the SEC during the quarter ended June 30, 2022.  Steps taken to remediate our internal controls over financial reporting and disclosure controls and procedures are discussed in the June 30 Form 10-Q and repeated in this Amendment No. 1.

 

 
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ITEM I – FINANCIAL STATMENTS

 

UNAUDITED INTERIM FINANCIAL STATEMENTS

 

LASER PHOTONICS CORPORATION

CONDENSED BALANCE SHEETS

 

 

 

March 31,

2022

(unaudited)

 

 

December 31,

2021

 

Assets

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$466,513

 

 

$615,749

 

Accounts receivable, net

 

 

737,555

 

 

 

84,365

 

Inventory

 

 

1,924,028

 

 

 

1,790,952

 

Total Current Assets

 

 

3,128,096

 

 

 

2,491,066

 

 

 

 

 

 

 

 

 

 

Other Assets

 

 

4,406

 

 

 

3,000

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

 

671,305

 

 

 

698,580

 

 

 

 

 

 

 

 

 

 

Intangible assets

 

 

3,109,455

 

 

 

3,167,945

 

 

 

 

 

 

 

 

 

 

Operating lease right of use asset

 

 

454,469

 

 

 

499,758

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$7,367,731

 

 

$6,680,349

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$201,989

 

 

$113,443

 

Sales tax payable

 

 

15,456

 

 

 

15,456

 

Current portion of operating lease payable

 

 

126,468

 

 

 

171,757

 

Deferred revenue

 

 

506,434

 

 

 

91,775

 

Total Current Liabilities

 

 

850,347

 

 

 

392,431

 

 

 

 

 

 

 

 

 

 

Non-current Liabilities

 

 

 

 

 

 

 

 

Loan payable - related party

 

 

-

 

 

 

261,684

 

PPP loans payable

 

 

251,778

 

 

 

317,328

 

Operating lease payable

 

 

328,001

 

 

 

328,001

 

Total Non-current Liabilities

 

 

579,779

 

 

 

907,013

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

1,430,126

 

 

 

1,299,444

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ Equity

 

 

 

 

 

 

 

 

Common stock par value $0.01100,000,000 shares authorized; 4,878,417 issued and outstanding as of March 31, 2022 and December 31, 2021

 

 

48,783

 

 

 

48,783

 

Additional paid in capital

 

 

5,242,832

 

 

 

5,242,832

 

Retained earnings

 

 

645,990

 

 

 

269,290

 

Total Stockholders’ Equity

 

 

5,937,605

 

 

 

5,560,905

 

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders’ Equity

 

$7,367,731

 

 

$6,860,349

 

 

 

 
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Table of Contents

 

LASER PHOTONICS CORPORATION

STATEMENTS OF OPERATIONS

(UNAUDITED)

 

 

 

Three months ended March 31,

 

 

 

2022

 

 

2021

 

Net Sales

 

 

1,212,084

 

 

 

976,025

 

Cost of Goods Sold

 

 

298,588

 

 

 

357,020

 

Gross Profit

 

 

913,496

 

 

 

619,005

 

Expense

 

 

 

 

 

 

 

 

Depreciation and Amortization

 

 

89,961

 

 

 

98,640

 

G&A Expense

 

 

144,242

 

 

 

89,081

 

Interest Expense

 

 

4,408

 

 

 

16,241

 

Payroll Expense

 

 

252,897

 

 

 

253,560

 

Rent Expense

 

 

45,289

 

 

 

43,133

 

Tax

 

 

-

 

 

 

68

 

Total Expense

 

 

536,797

 

 

 

500,723

 

Net Income

 

 

376,699

 

 

 

118,282

 

Income per share

 

 

 

 

 

 

 

 

Net income per share

 

 

 0.08

 

 

 

 0.02

 

Weighted average shares, March 31, 2022 and 2021 are reflective of 1/6 reverse stock split

 

 

 4,878,417

 

 

 

 4,878,417

 

 

 
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Table of Contents

 

LASER PHOTONICS CORPORATION

STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

 

 

Three months

ended

March 31,  

 

 

 2021

 

 

 2020

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

Net income (loss)

 

$376,699

 

 

$118,282

 

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

89,961

 

 

 

95,890

 

Net change right-of-use assets and liabilities

 

 

-

 

 

 

-

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(653,191 )

 

 

137,964

 

Other assets

 

 

(1,406

)

 

 

-

 

Inventory

 

 

(133,076 )

 

 

188,632

 

Deferred revenue

 

 

414,659

 

 

 

(582,295 )

Accounts payable and sales tax payable

 

 

88,547

 

 

 

(49,710 )

Net Cash Provided By (Used In) Operating Activities

 

 

182,193

 

 

 

(91,237 )

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

Cash outlay for fixed assets

 

 

 - 

 

 

 

 -

 

 

Cash outlay for intangible assets

 

 

(4,195 )

 

 

(2,995 )

Net Cash Used In Investing Activities

 

 

(4,195 )

 

 

(2,995 )

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

Proceeds from (repayment of) PPP loans

 

 

(65,550 )

 

 

198,750

 

Proceeds from (repayment of) loan payable - related party

 

 

(261,684 )

 

 

(50,459 )

Net Cash (Used In) Provided by Financing Activities

 

 

(327,234 )

 

 

148,291

 

 

 

 

 

 

 

 

 

 

Net Change in Cash

 

 

(149,236 )

 

 

54,059

 

Cash - Beginning of period

 

 

615,749

 

 

 

326,713

 

Cash - End of period

 

$466,513

 

 

$380,772

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTARY CASH FLOW INFORMATION:

 

 

 

 

 

 

 

 

Cash Paid During the Quarter for:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest

 

$4,408

 

 

$16,241

 

 

 

 

 
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Table of Contents

 

LASER PHOTONICS CORPORATION

STATEMENTS OF STOCKHOLDERS' EQUITY

(UNAUDITED)

 

Three Months Ended March 31, 2022

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

Common Stock

 

 

Paid In

 

 

Retained

 

 

Stockholders’

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

Equity 

 

Balance, January 1, 2022 after 1/6 split. 100,000,000 authorized at 0.001

 

 

4,878,417

 

 

$48,783

 

 

$5,242,832

 

 

$269,291

 

 

$5,560,906

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income for the three months ended March 31, 2022

 

 

-

 

 

 

-

 

 

 

-

 

 

 

376,699

 

 

 

376,699

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, March 31, 2022

 

 

4,878,417

 

 

$48,783

 

 

$5,242,832

 

 

$645,990

 

 

$5,937,605

 

 

Three Months Ended March 31, 2021

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

Common Stock

 

 

Paid In

 

 

Retained

 

 

Stockholders’

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

Equity 

 

Balance, January 1, 20211

 

 

4,878,417

 

 

$48,783

 

 

$5,242,832

 

 

$(4,995)

 

$5,286,621

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income for the three months ended March 31, 2021

 

 

-

 

 

 

-

 

 

 

-

 

 

 

118,282

 

 

 

118,282

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, March 31, 2021

 

 

4,878,417

 

 

$48,783

 

 

$5,242,832

 

 

$113,287

 

 

$5,404,903

 

 

(1)  Stock balances retroactively restated for 1-for-6 reverse stock split.

See accompanying notes to financial statements

 

 
7

Table of Contents

 

 

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

 

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

 

Laser Photonics Corporation (the “Company”) was formed under the laws of Wyoming on November 8, 2019. The Company changed its domicile to Delaware on March 5, 2021. The Company is a vertically integrated manufacturing company for photonics based industrial products and solutions, primarily disruptive laser cleaning technologies. The vertically integrated operations allows the Company to reduce development and advanced laser equipment manufacturing time, offer better prices, control quality and protect proprietary knowhow and technology compared to other laser cleaning companies and companies with competing technologies.

 

The Company’s accounting year end is December 31.

 

Basis of Presentation

 

These financial statements are presented in United States dollars and have been prepared in accordance with United States generally accepted accounting principles.

 

Impact of the Novel Coronavirus

 

On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally.

 

The COVID 19 outbreak could have a continued material adverse impact on economic and market conditions and trigger a period of global economic slowdown, which is expected to depress our asset values, including long-lived assets, intangible assets, etc.

 

Although the Company cannot estimate the length or gravity of the impact of the COVID-19 outbreak at this time, if the pandemic continues, it may have a material adverse effect on our results of future operations, financial position, and liquidity in fiscal year 2022.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. Our significant estimates and assumptions include depreciation and the fair value of our stock, stock-based compensation, debt discount and the valuation allowance relating to the Company’s deferred tax assets.

 

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 cost, which approximates fair value.

 

 
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Table of Contents

 

Accounts Receivable

 

Trade accounts receivable are 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 March 31, 2022, the balance of collectible accounts was $737,555.

 

Inventory

 

Inventories are stated at the lower of 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 product 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. 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 were 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. Finished goods inventory includes demo and other equipment, lasers, software, machines, parts or assemblies.

 

At March 31, 2022 and December 31, 2021, respectively, our inventory consisted of the following:

 

 

 

March 31,

2022

 

 

December 31,

2021

 

Inventory

 

 

 

 

 

Equipment Parts Inventory

 

 

690,948

 

 

 

731,863

 

Finished Goods Inventory

 

 

327,743

 

 

 

161,918

 

Sales Demo Inventory

 

 

862,090

 

 

 

885,514

 

Work in process Inventory

 

 

43,247

 

 

 

11,657

 

Total Inventory

 

 

1,924,028

 

 

 

1,790,952

 

 

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.

 

 
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Machinery and Equipment

 

Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate. The estimated useful lives for significant property and equipment categories are as follows:

 

Category

 

Economic 

Useful Life

 

Office furniture and fixtures

 

 3-5 years

 

Machinery and equipment

 

 5-7 years

 

Intangible Assets

 

 7-12 years

 

 

 

 

March 31,

2022

 

 

December 31,

2021

 

Capital Assets

 

 

 

 

 

 

Equipment and Furniture

 

 

 

 

 

 

Accumulated Depreciation

 

 

(213,802)

 

 

(186,526)

Machinery & Equipment

 

 

797,696

 

 

 

797,695

 

Office and Computer Equipment

 

 

8,420

 

 

 

8,420

 

Office Furniture

 

 

31,029

 

 

 

31,029

 

R&D Equipment

 

 

37,973

 

 

 

37,973

 

Vehicles

 

 

9,989

 

 

 

9,989

 

Property and Equipment

 

 

671,305

 

 

 

698,580

 

 

Intangible Assets

 

Intangible assets consist primarily of capitalized equipment design documentation, software costs for equipment manufactured for sale, research and development, 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 12 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.

 

Intangible Assets

 

March 31,

2022

 

 

December 31,

2021

 

Accumulated Amortization

 

 

(298,815)

 

 

(236,130)

Customer Relationships

 

 

211,000

 

 

 

211,000

 

Equipment Design Documentation

 

 

2,675,000

 

 

 

2,675,000

 

Operational Software & Website

 

 

305,470

 

 

 

301,274

 

Trademarks

 

 

216,800

 

 

 

216,800

 

Total Intangible Assets

 

 

3,109,455

 

 

 

3,167,944

 

 

 
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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.

 

Current Liabilities

 

Our current liabilities consist of accounts payable, accrued liabilities, sales tax payable, current portion of operating lease payable and deferred revenue. Sales tax liability is created when the Company sells equipment and services to another entity located in the State of Florida. Currently the sales tax rate in Orange County, our place of business, is 6.5%. As of March 31, 2022, our sales tax liability was recorded at $15,456.

 

Deferred Revenue

 

The Company requires deposits for most sales orders. These deposits are recorded as deferred revenue until such time as the revenue recognition criteria for that project or order is completed. As of March 31, 2022, our deferred revenue was recorded at $506,434 compared to $91,775 recorded at December 31, 2021.

 

Liquidity and Capital Resources

 

For the three months ended March 31, 2022, our liquidity needs were met through cash from our operations.

 

The following is a summary of our cash flows provided by (used in) operating, investing and financing activities:

 

 

 

Three months ending March 31,

 

 

 

 2022

 

 

 2021

 

Net cash provided by Operating Activities

 

 

182,193

 

 

 

(91,237)

Net cash provided by Investing Activities

 

 

(4,195)

 

 

(2,995)

Net cash provided by Financing Activities

 

 

(327,234)

 

 

148,291

 

 

As of March 31, 2022, the Company had $466,513 in cash, $2,661,583 in current assets (without cash and cash equivalents) and $850,347 in current liabilities.

 

As a result, on March 31, 2022, the Company had $2,277,749 in total working capital, compared to $2,098,635 of total working capital at December 31,2021.

 

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.

 

On March 31, 2022, the Company recorded $0.08 diluted earnings per share, while as of March 31, 2021, the Company recorded $0.02 diluted earnings per share.

 

 
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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.

 

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 net of any sales discounts or taxes.

 

Long Term Liabilities

 

In January 2020, the Company issued a promissory note to ICT in the principal amount of $439,990 bearing 6% annual interest with a maturity date of January 31, 2023. This note may be prepaid in whole or in part. As of December 31st, 2021, this note was paid in full.

 

In October 2020, the Company issued a second promissory note to ICT in the principal amount of $745,438 bearing 6% annual interest with a maturity date of December 31, 2023. This note may be prepaid in whole or in part. As of December 31st, 2021, the unpaid principal amount of this note was $261,684 and as of March 31, 2022, this note was paid in full.

 

Fair Value of Financial Instruments

 

The Company applies the accounting guidance under Financial Accounting Standards Board (“FASB”) ASC 820-10, “Fair Value Measurements”, as well as certain related FASB staff positions. This guidance defines fair value as the price that would be received from m selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact business and considers assumptions that marketplace participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance.

 

The guidance also establishes a fair value hierarchy for measurements of fair value as follows:

 

 

Level 1 - quoted market prices in active markets for identical assets or liabilities.

 

 

 

 

Level 2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

 

 

 

Level 3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

The carrying amount of our financial instruments approximates their fair value as of March 31, 2022, due to the short-term nature of these instruments.

 

 
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Tax Loss Carryforwards

 

The Company recognizes deferred tax assets and liabilities for the tax effects of differences between the financial statement and tax basis of assets and liabilities. A valuation allowance is established to reduce the deferred tax assets if it is more likely than not that a deferred tax asset will not be realized.

 

Off-Balance Sheet Arrangements

 

During the quarter ended March 31, 2022, the Company did not engage in any off-balance sheet arrangements as defined in item 303(a)(4) of the SEC’s Regulation S-K.

 

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

 

Recent Accounting Pronouncements

 

In June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. The update removes all incremental financial reporting requirements from GAAP for development stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. In addition, the update adds an example disclosure in Risks and Uncertainties (Topic 275) to illustrate one way that an entity that has not begun planned principal operations could provide information about the risks and uncertainties related to the company’s current activities. Furthermore, the update removes an exception provided to development stage entities in Consolidations (Topic 810) for determining whether an entity is a variable interest entity-which may change the consolidation analysis, consolidation decision, and disclosure requirements for a company that has an interest in a company in the development stage. The update is effective for the annual reporting periods beginning after December 15, 2014, including interim periods therein. Early application with the first annual reporting period or interim period for which the entity’s financial statements have not yet been issued (Public business entities) or made available for issuance (other entities). The Company adopted this pronouncement for the year ended December 31, 2014.

 

In June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-12, “Compensation - Stock Compensation (Topic 718); Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period”. The amendments in this ASU apply to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. For all entities, the amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. Entities may apply the amendments in this ASU either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. If retrospective transition is adopted, the cumulative effect of applying this Update as of the beginning of the earliest annual period presented in the financial statements should be recognized as an adjustment to the opening retained earnings balance at that date. Additionally, if retrospective transition is adopted, an entity may use hindsight in measuring and recognizing the compensation cost. This updated guidance is not expected to have a material impact on our results of operations, cash flows or financial condition. The Company is currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

 

 
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In August 2014, the FASB issued Accounting Standards Update “ASU” 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The Company is currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

 

All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable.

 

NOTE 3 – COMMITMENTS AND CONTINGENCIES

 

The Company has committed to the Landlord to lease 18,000 SF of manufacturing space with the monthly cost of $15,096. The lease commitment expires on October 20, 2024.

 

NOTE 4 - CASH FLOW REPORT

 

The Statements of Cash Flows for the quarters ended March 31, 2022 and 2021 have been updated, as required by ASC 250-10-50-7 through - 10. The updates reflect the quantitative requirements of ASC 250-10-50-7, specifically presenting lease obligations on a net basis rather than gross basis for consistency with balance sheet assets and liabilities as reported. The reclassification required no changes to net cash flow for the periods presented, and there were no changes to the balance sheet or income statement. We believe these reclassifications were neither quantitatively or qualitatively material to the financial statements and accompanying notes. 

 

NOTE 5 - SUBSEQUENT EVENTS

 

On April 29, 2022, we entered into a Forbearance Agreement with Axiom Bank regarding the one unpaid PPP loan totaling $203,458, comprised of the in the unpaid principal amount of $198,750, unpaid interest of $2,208 and $2,500 in attorneys’ fees and costs. Under the terms of the Forbearance Agreement, we paid $67,819 on April 30, 2022 $67,819 on May 31, 2022 and $67,819 on June 30, 2022.

 

 
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ITEM 4. CONTROLS AND PROCEDURES

 

Disclosures Controls and Procedures

 

Disclosure controls and procedures include, without limitations, controls and procedures designed to ensure that information required to be disclosed by Laser Photonics in the reports that it files or submits under the Exchange Act is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure. Our management is responsible for monitoring the process pursuant to which information is gathered and analyze such information to determine the extent to which such information requires disclosure in the reports filed with the SEC.

 

During the quarter ended June 30, 2022, as part of the review of the Registration Statement, we discovered errors in our historical financial statements, including the omission of earnings per share information from our unaudited financial statements for the quarter ended March 31, 2022. Accordingly, we have concluded that, as of the end of the period covered by this Amendment No. 1, our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective.

 

Also, as part of the review of the Registration Statement, we determined that a restatement of our December 31, 2021 audited financial statements was required due to the incorrect presentation of the Statement of Cash Flows, inconsistent with the requirements of ASC 230-10-45 and ASC 842-20-45-5, and identified material weaknesses in our internal control over financial reporting that resulted in this incorrect presentation.

 

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected and corrected on a timely basis. Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate our material weaknesses. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.

 

Any failure to maintain effective internal controls could adversely impact our ability to report our financial position and results from operations on a timely and accurate basis. If our financial statements are not accurate, investors may not have a complete understanding of our operations. Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by NASDAQ, the SEC or other regulatory authorities. In either case, there could result a material adverse effect on our business. Ineffective internal controls could also cause investors to lose confidence in our reported financial information which could have a negative effect on the trading price of our stock.

 

We can give no assurance that the measures we have taken and plan to take in the future will remediate the material weaknesses or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. In addition, even if we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our consolidated financial statements.

 

Making Our Internal Controls Effective 

 

Management has taken, continues to work with, or plans to implement the following actions to remediate identified material weaknesses and improve its internal control over financial reporting, and we estimate the cost of each action as follows:

 

 

·

In January 2021, we launched a comprehensive software system tailored to manufacturing environments, to create and track quotes, sales orders, purchase orders, and inventory. We believe this system is scalable with our business and provides detailed reports to management. We intend to add an additional staff member in this area to strengthen our internal controls coincident with an increase to the number and size of our business transactions.

 

·

In February 2022, we engaged MKA CPAs & Advisors, a regional advisory firm that provides outsourced accounting services, to assist us with month-end closing activities and the preparation of end-of-period financial statements in accordance with Statements on Standards for Accounting Review Services promulgated by the AICPA. We estimate the annual cost of their services to be $20,000.

 

·

In April 2022, we engaged CFO Systems, LLC, an outsourced CFO consultancy, to assist with the preparation of, and revisions to, the financial information presented in the Registration Statement, as well as to implement any improvements and enhancements to such financial information for inclusion in our periodic reports. This is a non-recurring arrangement, and we expect the total cost of their services to be less than $50,000 through the completion of this offering.

 

·

In July 2022, we hired, for the first time, a Vice President of Finance, Tim Schick, CFA, who has extensive financial planning and reporting experience in manufacturing and distribution, including larger public company settings. Mr. Schick serves as both our principal accounting officer and principal financial officer. He establishes immediate financial reporting leadership and has assumed responsibility for the development of a comprehensive system of internal controls over financial reporting and disclosure controls and procedures, including the hiring of additional specialized accounting expertise as the business grows and evolves. We expect the 2023 cash compensation expense for Mr. Schick to be $200,000.

 

·

We plan to use a portion of the proceeds from our pending public offering to build and develop an internal accounting team, beginning with a dedicated Controller and a specialist to work both accounts payable and accounts receivable. In addition, we will provide training specific to public company financial reporting, to improve our quarterly and year-end reporting processes. Including an additional staff member in the area of purchasing and inventory control, as described in the first bullet point above, we expect to spend between $175,000 to $200,000 on new personnel and training next year.

 

Management believes these changes in our internal controls over financial reporting and our disclosure controls and procedures materially affected, and are reasonably likely to materially affect, our internal controls over financial reporting and our disclosure controls and procedures in a positive way going forward.  We will continue to evaluate our internal controls, as well as our disclosure controls and procedures, and make adjustments and enhancements as necessary and appropriate to remediate any deficiencies in our internal control over financial reporting.

 

 
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ITEM 6. EXHIBITS

 

31.1

 

Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive Officer

 

 

31.2

 

 Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Financial Officer

 

 

32.1

 

Section 1350 Certification of Principal Executive Officer

 

 

 

32.1

 

Section 1350 Certification of Principal Financial Officer

 

* In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Quarterly Report on Form 10-Q/A shall be deemed “furnished” and not “filed.”

 

 
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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: August 25, 2022

By:

/s/ Wayne Tupuola

 

 

 

Name: Wayne Tupuola

 

 

 

Title: President and CEO

 

 

 

(Principal Executive Officer)

 

 

Date: August 25, 2022

By:

/s/ Tim Schick, CFA

 

 

 

Name: Tim Schick, CFA

 

 

 

Title: Vice President, Finance

 

 

 

(Principal Financial and Accounting Officer)

 

 

 

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