Laser Photonics (LASE) 10-Q 2021 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: September 30, 2021

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 No. ___________

Laser Photonics Corporation

(Exact name of registrant as specified in its charter)

Delaware	84-3628771
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

1101 N. Keller Road, Suite G

Orlando, FL 32810

(Address of principal executive offices)

(407) 804-1000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

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 past 12 months, 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 November 9, 2021, there were 29,270,502 shares outstanding of the registrant’s common stock, par value $0.01 per share, issued and outstanding.

TABLE OF CONTENTS

		Page
Special Note Regarding Forward-Looking Statements and Other Information Contained in this Report		ii
	PART I – FINANCIAL INFORMATION	1
Item 1.	Condensed Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 4.	Controls and Procedures	22
	PART II – OTHER INFORMATION	23
Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3.	Defaults Upon Senior Securities	23
Item 4.	Mine Safety Disclosures	23
Item 5.	Other Information	23
Item 6.	Exhibits	24
Signatures		25

- i -

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

AND OTHER INFORMATION CONTAINED IN THIS REPORT

This Quarterly Report on Form 10-Q (this “Form 10-Q”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. You can find many (but not all) of these statements by looking for words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “would,” “should,” “could,” “may” or other similar expressions in this Form 10-Q. In particular, these include statements relating to future actions; prospective products, applications, customers and technologies; future performance or results of anticipated products; anticipated expenses; and projected financial results. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

● our ability to continue as a going concern;

● our operating expenses exceed our revenues and will likely continue to do so for the foreseeable future;

● our ability to obtain additional capital, which may be difficult to raise as a result of our limited operating history or any number of other reasons;

● competition;

● general economic conditions and events and the impact they may have on us; and

● other factors discussed in this Form 10-Q.

We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have included important factors in the cautionary statements included in this Form 10-Q, particularly in the “Risk Factors” section, that we believe could cause actual results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make or collaborations or strategic partnerships we may enter into.

You should read this Form 10-Q and the documents that we have filed as exhibits to this Form 10-Q completely and with the understanding that our actual future results may be materially different from what we expect. We do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Unless otherwise stated or the context otherwise requires, the terms “Laser Photonics,” “we,” “us,” “our” and the “Company” refer collectively to Laser Photonics Corporation and its subsidiaries.

- ii -

PART I – FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

Laser Photonics Corporation

September 30, 2021

Index to the Condensed Financial Statements

Contents	Page(s)
Condensed Balance Sheets as of September 30, 2021 (unaudited) and December 31, 2020	2
Condensed Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2021 and 2020 (unaudited)	3
Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2021 and 2020 (unaudited)	4
Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2021 and 2020 (unaudited)	5
Notes to the Condensed Financial Statements (unaudited)	6

1

Laser Photonics Corporation

Condensed Balance Sheets

	September 30, 2021		December 31, 2020
Assets
Current Assets
Cash	$	595,390	$	326,713
Accounts receivable, net		1,289,958		756,096
Inventory		1,942,433		2,172,327
Total Current Assets		3,827,781		3,255,136
Property and equipment, net		738,907		849,027
Intangible assets		3,011,145		3,184,280
Operating lease right of use asset		14,377		196,299
Total Assets	$	7,592,210	$	7,484,742
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable and accrued liabilities	$	15,385	$	55,756
Sales tax payable		9,807		12,665
Current portion of operating lease payable		14,377		181,199
Deferred revenue		650,344		779,128
Total Current Liabilities		689,193		1,028,748
Non-current Liabilities
Loan payable – ICT Investments		675,199		926,768
PPP loans payable		397,500		198,750
Operating lease payable		0		43,855
Total Non-current Liabilities		1,072,689		1,169,373
Total Liabilities		1,761,891		2,198,121
Commitments and contingencies (Note 5)
Stockholders’ Equity
Common stock par value $0.01: 100,000,000 shares authorized; 29,270,502 issued and outstanding as of September 30, 2021 and December 31, 2020		292,705		292,705
Additional paid in capital		4,998,911		4,998,911
Retained earnings (deficit)		538,702		(4,995	)
Total Stockholders’ Equity		5,830,318		5,286,621
Total Liabilities and Stockholders’ Equity	$	7,592,210	$	7,484,742

The accompanying notes are an integral part of these condensed financial statements.

2

Laser Photonics Corporation

Condensed Statements of Comprehensive Income (Loss) (Unaudited)

	For the three months ended			For the nine months ended			For the three months ended		For the nine months ended
	September 30, 2021			September 30, 2021			September30, 2020		September30, 2020
Net revenue	$	1,098,591		$	2,989,108		$	607,687	$	1,345,463
Cost of goods sold		324,462			840,254			261,063		532,610
Gross margin		774,129			2,148,854			346,623		812,853
Operating expenses
General and administrative		637,155			1,590,544			320,383		807,499
Total operating expenses		637,155			1,590,544			320,383		807,499
Income (loss) from operations		136,974			558,310			26,240		5,354
Other income (expense):
Gain on termination of lease		28,755			28,755
Interest expense		(10,847	)		(43,300	)		5,907		5,907
Total other income (expense)		17,908			(15,545	)		5,907		5,907
Income (loss) before income tax provision		154,882			543,765			20,333		(553	)
Income tax provision		0			68			0		0
Net income (loss)	$	154,882		$	543,697		$	20,233	$	(553	)
Per-share data
Basic and diluted income (loss) per share	$	0.01		$	0.02		$	0.01	$	(0.00	)
Weighted average number of common shares outstanding		29,270,502			29,270,502			3,561,316		3,370,805

The accompanying notes are an integral part of these condensed financial statements.

3

Laser Photonics Corporation

Condensed Consolidated Statement of Changes in Stockholders’ Equity

For the Three and Nine Months Ended September 30, 2021 (Restated)  and 2020 (Restated) (Unaudited)

	Common Stock				Additional Paid In		Accumulated Equity			Stockholders’
	Shares		Amount		Capital		(Deficit)			Equity
Balance, January 1, 2020		2,661,316	$	26,613	$	478,893	$	(15,636	)	$	489,870
Shares issued to acquire fixed assets		900,000		9,000		149,456					158,456
Net loss for the three months ended March 31, 2020		-		0		0		(155,126	)		(155,126	)
Balance, March 31, 2020		3,561,316	$	35,613	$	628,349	$	(170,762	)	$	493,200
Net income for the three months ended June 30, 2020		-		0		0		138,104			138,104
Balance, June 30, 2020		3,561,316	$	35,613	$	628,349	$	(32,658	)	$	631,304
Net income for the three months ended September 30, 2020								20,333			20,333
Balance September 30, 2020		3,561,316	$	35,613	$	628,349	$	(12,325	)	$	610,971
Balance, January 1, 2021		29,270,502	$	292,705	$	4,998,911	$	(4,995	)	$	5,286,621
Net income for the three months ended March 31, 2021		-		0		0		123,333			123,333
Balance, March 31, 2021		29,270,502	$	292,705	$	4,998,911	$	118,338		$	5,409,954
Net income for the three months ended June 30, 2021		-		0		0		265,482			265,482
Balance, June 30, 2021		29,270,502	$	292,705	$	4,998,911	$	383,820		$	5,675,436
Net income for the three months ended September 30, 2021								154,882			154,882
Balance September 30, 2021		29,270,502	$	292,705	$	4,998,911	$	538,702		$	5,830,318

The accompanying notes are an integral part of these condensed financial statements.

4

Laser Photonics Corporation

Condensed Statements of Cash Flows (Unaudited)

	Nine months ended September 30, 2021			Nine months ended September 30, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	543,697		$	(553	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		295,290			19,807
Non-cash lease expense - right-of-use asset		181,922			0
Gain on lease termination		28,755
Bad debt expense		139,410
Changes in operating assets and liabilities:
Accounts receivable		(673,272	)		(878,825	)
Inventory		229,894			(334,049	)
Deferred revenue		(128,784	)		962,590
Accounts payable and sales tax payable		(43,949	)		9,863
Operating lease liability		(239,432	)		(28,755	)
Net Cash Provided By (Used In) Operating Activities		334,161			(223,169	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash outlay for fixed assets		(9,669	)		(27,110	)
Cash outlay for intangible assets					(2,970	)
Net Cash Used In Investing Activities		(9,669	)		(30,080	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from PPP loans		198,750			198,750
Proceeds from (repayment of) loan payable – related party		(251,569	)		304,267
Net Cash (Used In) Provided by Financing Activities		(52,819	)		503,017
Net Change in Cash		268,677			280,525
Cash - Beginning of period		326,713			0
Cash - End of period	$	595,390		$	280,525
SUPPLEMENTARY CASH FLOW INFORMATION:
Cash Paid During the Year for:
Income taxes	$	68		$	0
Interest	$	43,300		$	5,907
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Recognition of right-of-use asset and lease liability	$	0		$	282,565
Purchase of fixed assets with common stock	$	0		$	158,456

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

Laser Photonics Corporation

Notes to the Condensed Financial Statements

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

Laser Photonics Corporation (the “Company”) was formed under the laws of Wyoming on November 8, 2019. We changed our domicile to Delaware on March 5, 2021. 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.

The Company’s accounting year end is December 31.

Basis of Presentation

The Company’s condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and following the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These interim financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the year ending December 31, 2021, or any other interim period or for any other future year. These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto for the year ended December 31, 2020, included elsewhere in this prospectus. The balance sheet as of December 31, 2020 has been derived from audited financial statements at that date but does not include all of the information required by U.S. GAAP for complete financial statements.

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 we 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 2021.

6

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 the useful lives of fixed assets and intangible assets, the fair value of our stock, 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.

As of September 30, 2021, and December 31, 2020, the Company had $595,390 and $326,713, respectively of cash and had no cash equivalents.

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.

Inventory

Inventories are stated at the lower of cost or net realizable value using the first-in first-out (FIFO) method. We have 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. We expect these refurbished units to remain in finished goods inventory and sold within 12 months.

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.

7

At September 30, 2021 (unaudited) and December 31, 2020, respectively, our inventory consisted of the following:

	September 30, 2021		December 31, 2020
Inventory
Equipment Parts Inventory		706,230		690,069
Finished Goods Inventory		95,603		181,453
Sales Demo Inventory		1,074,240		1,281,564
Work in process Inventory		66,630		19,241
Total Inventory		1,942,433		2,172,327

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.

Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. 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

	September 30, 2021			December 31, 2020
Fixed Assets:
Machinery & Equipment		797,695			794,945	)
Office and Computer Equipment		8,420			8,420
Office Furniture		31,029			31,029
R&D Equipment		31,053			31,053
Vehicles		9,989			9,989
Accumulated Depreciation		(146,199	)		(26,409
Total		738,908			849,027

For the three and nine months ended September 30, 2021, we recorded $39,930 and $119,789, respectively, of depreciation expense. For the three and nine months ended September 30, 2020, we recorded $6,602 and $13,205, respectively, of depreciation expense.

8

Intangible Assets

Intangible assets consist primarily of capitalized equipment design documentation, acquired customer relationships, and software costs including MRP/ERP, inventory management, and engineering design applications. The equipment design documentation development costs are recorded in accordance with Accounting Standards Codification (“ASC”) No. 985-20, “Costs of Software to Be Sold, Leased, or Marketed,” with costs to be amortized on a product-by-product basis based on the greater of the amounts computed using the following (a) the ratio that current gross revenues for the product bear to the total of current and anticipated future gross revenues for that product and (b) the straight-line method over the remaining estimated economic life of the product. Software costs are amortized using the straight-line method in accordance with ASC 350-40. “Internal-Use Software.” The acquired customer relationship intangible asset will be amortized using the straight-line method over the estimated useful life based on the pattern in which the expected benefits will be consumed. The Company’s intangible assets were placed in service on January 1, 2021. The carrying values have been revised to reflect current period amortization, resulting in an increase in expenses and decrease in net income of $58,709 and $176,130, respectively, for the three and nine months ended September 30, 2021, and a decrease in earnings per share of $0.01 for the nine months ended September30, 2021. 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:	Useful Life	September 30, 2021		December 31, 2020
Customer Relationships	8 years		191,219		211,000
Equipment Design Documentation	15 years		2,541,520		2,675,000
Operational Software & Website	10 years		276,678		298,280
Total Intangible Assets, net			3,011,145		3,184,280

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.

Sales Tax Liability

Sales tax liability is created when Company sells equipment and services to another entity located in the State of Florida. Currently the sales tax rate in the Company’s County place of business is 6.5%. As of September 30, 2021, our sales tax liability was $9,087 compared to $12,665 at December 31, 2020.

Deferred Revenue

The Company requires deposits on most sales orders. These deposits are recorded as deferred revenue until such time as the revenue recognition criteria for that project are order is completed. As of September 30, 2021, our deferred revenue was $650,344 in comparison to $779,128 at December 31, 2020.

Net Income Loss per Share

Basic income (loss) per share is calculated by dividing the income or loss attributable to stockholders by the weighted-average number of shares outstanding for the period. Diluted income or 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 income or loss per share is computed by dividing the income or 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. At September 30, 2021 and December 31, 2020, there were no potentially dilutive shares.

9

Revenue Recognition

We generate revenue from the production and sale of laser equipment, OEM Laser Products and Service and Repair. We recognize revenue according to ASC 606. When the customer obtains control over the promised equipment or services, we record revenue in the amount of consideration that we receive or can expect to receive in exchange for those goods and services. The Company applies the following five-step model to determine revenue recognition:

· Identification of a contract with a customer  

· Identification of the performance obligations in the contact  

· Determination of the transaction price  

· Allocation of the transaction price to the separate performance obligations  

· Recognition of revenue when performance obligations are satisfied

The Company only applies the five-step model when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception and once the contract is determined to be within the scope of ASC 606, we assess the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. Our contracts contain a single performance obligation, and the entire transaction price is allocated to the single performance obligation. We recognize as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Accordingly, we recognize revenues (net) when the customer obtains control of the Company’s product, which typically occurs upon shipment of the product.

Product sales: Revenue is generally recognized when goods are shipped, and title and risk of loss passes to the customer. Revenue is deferred in all instances where the earnings process is incomplete. The Company recognizes revenue from distribution sales when all contingencies are satisfied and upon persuasive evidence of a sale to end users until such time that historical sell through ratios had been developed. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as deferred revenue in the accompanying balance sheets. The Company recognizes revenue from contracts when specific progress defined by contract terms are met, or when the contract has been completed to specifications. The Company recognizes revenue for product when shipped. Contracts or purchase orders, according to the terms and conditions of the sale, are not cancellable and deposits are not refundable unless the Company cannot perform on the contract. The Company has no obligation to provide upgrades, enhancements, or customer support subsequent to the sale, other than warranty liability or performance obligation.

Refunds and returns, which are minimal, are recorded as a reduction of revenue. Unshipped product on received purchase orders by customers prior to our satisfying the above criteria are recorded as deferred revenue in the balance sheets.

All revenues were reported net of any sales discounts or taxes.

Service revenue: Revenues and costs of maintenance and repair services or consulting revenues from such contracts are recognized during the period in which the service was performed.

Other: The Company also may apply the input method to certain arrangements covered under ASC 606, when the sale has been consummated, when we have transferred the usual risks and rewards of ownership to the buyer, the initial or continuing investment criteria have been met, we have the ability to estimate our costs and progress toward completion, and other revenue recognition criteria have been met. Such estimates include significant judgment. Depending on the value of the initial and continuing payment commitment by the buyer, we may align our revenue recognition and release of project assets to cost of sales with the receipt of payment from the buyer for sales arrangements accounted for under ASC 606.

10

Revenue by Category:

	For the three months ended September 30, 2021		For the nine months ended September 30, 2021		For the three months ended September 30, 2020		For the nine months ended September 30, 2020
Product Sales	$	1,075,494	$	2,936,306	$	588,902	$	1,259,162
Service revenue/other		23,097		52,802		18,785		86,301
Net revenue	$	1,098,591	$	2,989,108	$	607,687	$	1,345,463

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 the Company’s financial instruments approximates their fair value as of September 30, 2021, due to the short-term nature of these instruments.

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.

Reclassifications

Certain figures in the prior year financial statements have been reclassified to conform to the current year presentation.

Recently Adopted Accounting Guidance

In December 2019, the FASB issued authoritative guidance intended to simplify the accounting for income taxes (ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”). This guidance eliminates certain exceptions to the general approach to the income tax accounting model and adds new guidance to reduce the complexity in accounting for income taxes. This guidance is effective for annual periods after December 15, 2020, including interim periods within those annual periods. The updated guidance, which became effective for fiscal years beginning after December 15, 2020, did not have a material impact on the Company’s condensed financial statements.

11

Recent Accounting Guidance Not Yet Adopted

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU-2016-13”). ASU 2016-13 affects loans, debt securities, trade receivables, and any other financial assets that have the contractual right to receive cash. The ASU requires an entity to recognize expected credit losses rather than incurred losses for financial assets. ASU 2016-13 is effective for the fiscal year beginning after December 15, 2022, including interim periods within that fiscal year. The Company is currently evaluating the impact of the new guidance on its condensed financial statements.

Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying condensed financial statements.

NOTE 3 – LONG TERM DEBT

The Company’s long-term debt consisted of the following at September 30, 2021 and December 31, 2020:

Long Term Debt	September 30, 2021			December 31 2020
PPP Loan		397,500			198,750
Operating lease payable		14,377			225,054
Notes Payable – ICT (related party)		675,199			926,768
Total Debt		1,087,076			1,350,572
Less: Current Portion (operating lease payable)		(14,377	)		(181,199	)
Total Long-Term Debt		1,072,699			1,169,373

PPP Loan

On April 27, 2020, we received a first draw loan in the amount of $198,750 pursuant to the Paycheck Protection Program (the “PPP”) under the CARES Act, and on March 26, 2021, we received a second draw loan from Axiom Bank, N.A., headquartered in Central Florida, in the amount of $198,750 pursuant to the Paycheck Protection Program (the “PPP”) under the CARES Act. The total aggregate amount of PPP Loans we received by September 30, 2021 was $397,500. Under the terms of the PPP, PPP loans and accrued interest are forgivable after eight weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries during the eight-week period. We intend to use the loan proceeds for purposes consistent with the PPP and anticipates that a majority of the loan amount will be forgiven, but no assurance can be given that we will not take actions that could cause us to be ineligible for forgiveness of some portion of the loan. The unforgiven portion of the loan is payable over two years at an interest rate of 1%, with a deferral of payments for the first six months.

Promissory Notes

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.

In October 2020, the Company issued a promissory note 2 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 September 30, 2021, and December 31, 2020, the unpaid principal amount of the Notes was $675,199 and $926,768, respectively.

12

Operating Lease Liability

We are leasing our manufacturing facility from the landlord with monthly payments and recording those expenses as rent expense. On January 1, 2020, we entered into a lease agreement for 18,000 square feet of manufacturing space on a month-to-month basis at a cost of $14,377 per month. Our facility is currently equipped with three of our latest advanced laser cleaning demonstration models. It has a materials stock room, ramp and high dock in the warehouse with loading and moving equipment. It also has a machine shop, electronic assembly and equipment assembly area.

We adopted ASU 2016-02 effective as of January 1, 2020, utilizing the cumulative-effect adjustment transition method of adoption, which resulted in the recognition on our balance sheet as of December 31, 2020, of $196,299 of right-of-use assets for operating leases and $225,055 of operating lease liability.

The original expiration date of our facility operating lease is November 1, 2021. However, due to the impact of COVID 19, we reached an agreement with the landlord to defer two monthly payments to the end of the lease. Those lease liabilities were booked as deferred lease payments and are included in the current operating lease liability.

The components of lease expense were as follows:

	Three Months Ended September 30, 2021		Nine Months Ended September 30, 2021
Operating lease cost	$	43,133	$	129,399
Short term lease cost		0		0
Total net lease cost	$	43,133	$	129,399
	Three Months Ended September 30, 2020		Nine Months Ended September 30, 2020
Operating lease cost	$	43,133	$	129,399
Short term lease cost		0		0
Total net lease cost	$	43,133	$	129,399

Supplemental cash flow and other information related to leases was as follows:

	Nine Months Ended September 30, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating lease payments		135,900
Weighted average remaining lease term (in years):		0.17

13

NOTE 4 – STOCKHOLDERS’ DEFICIT

Common Stock

As of December 31, 2020 and September 30, 2021 we had 29,270,502 shares of common stock outstanding and 100,000,000 shares of common stock authorized. Holders of shares of common stock have the right to cast one vote for each share of common stock in their name on the books of our company, whether represented in person or by proxy, on all matters submitted to a vote of holders of common stock, including election of directors. There is no right to cumulative voting in election of directors. Except where a greater requirement is provided by statute, by our certificate of incorporation, or by our bylaws, the presence, in person or by proxy duly authorized, of the one or more holders of a majority of the outstanding shares of our common stock constitutes a quorum for the transaction of business. The vote by the holders of a majority of outstanding shares is required to effect certain fundamental corporate changes such as liquidation, merger, or amendment of our certificate of incorporation.

There are no restrictions in our certificate of incorporation or bylaws that prevent us from declaring dividends. We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future.

Holders of shares of our common stock are not entitled to preemptive or subscription or conversion rights, and no redemption or sinking fund provisions are applicable to our common stock. All outstanding shares of common stock are fully paid and non-assessable.

Preferred Stock

Our Board of Directors also has the authority to designate the rights and preferences, including but not limited to the voting rights, redemption rights, conversion rights and right to payment of dividends, of our preferred stock. Under our certificate of incorporation, we have 10,000,000 authorized shares of “blank check” preferred. No such shares have been issued to date.

NOTE 5 – COMMITMENTS AND CONTINGENCIES

The Company has committed to ICT Investments to sublease 18,000 square feet of manufacturing space with the monthly cost of $14,377 per month. The sub-lease commitment expires on October 20, 2021. In October the sublease was extended for 3 more years terminating on October 31,2024.

NOTE 6 – SUBSEQUENT EVENTS

In October 2021, the Company fully repaid the first promissory note issued to ICT.

The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q and determined that there have been no events other than describe above that have occurred that would require adjustments to our disclosures in the financial statements.

14

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.

Corporation Information

Laser Photonics Corporation was formed under the laws of Wyoming on November 8, 2019. We changed our domicile to Delaware on March 5, 2021. 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.

The Company’s accounting year end is December 31.

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 a group of standardized laser cutting equipment that we have named the Laser Tower™ material processing family of equipment that we believe represents a new generation of high power laser cutting systems that will be affordable to more than a million small and mid- size companies.

15

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts in the accompanying consolidated financial statements and related notes. These estimates and assumptions have a significant impact on our financial statements. Actual results could differ materially from those estimates.

Critical accounting policies are those that require the most subjective and complex judgments, often employing the use of estimates about the effect of matters that are inherently uncertain. Our significant accounting policies are disclosed in Note 1 to the Financial Statements included in this Quarterly Report on Form 10-Q. However, we do not believe that there are any alternative methods of accounting for our operations that would have a material effect on our financial statements.

CORONAVIRUS AID, RELIEF AND ECONOMIC SECURITY ACT

On March 27, 2020, the U.S. Government enacted the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The CARES Act includes various income and payroll tax provisions. The Company has analyzed the tax provisions of the CARES Act and determined they could have a significant financial impact on our financial statements.

On April 27, 2020, the Company received a First Draw loan in the amount of $198,750 pursuant to the Paycheck Protection Program (the “PPP”) under the CARES Act, and on March 26, 2021, the Company received a Second Draw loan from Axiom Bank, N.A., headquartered in Central Florida, in the amount of $198,750 pursuant to the Paycheck Protection Program (the “PPP”) under the CARES Act. The total aggregate amount of PPP Loans received by the company by March 31, 2021 was $397,500. Under the terms of the PPP, PPP loans and accrued interest are forgivable after eight weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries during the eight-week period. The Company intends to use the loan proceeds for purposes consistent with the PPP and anticipates that a majority of the loan amount will be forgiven, but no assurance can be given that the Company will not take actions that could cause the Company to be ineligible for forgiveness of some portion of the loan. The unforgiven portion of the loan is payable over two years at an interest rate of 1%, with a deferral of payments for the first six months.

16

Results of Operations

Liquidity and Capital Resources

The following table summarizes total current assets, liabilities and working capital at September 30, 2021 (unaudited) compared to December 31, 2020:

	September 30, 2021		December 31, 2020		Increase / (Decrease)
Current Assets	$	3,827,781	$	3,255,136	$	573,145
Current Liabilities	$	689,913	$	1,028,748	$	(338,835	)
Working Capital	$	3,138,588	$	2,226,388	$	911,980

At September 30, 2021, we had a working capital of $3,138,588 as compared to working capital of $2,226,388 at December 31, 2020, an increase in working capital of $911,980. The increase is primarily attributable to an increase in accounts receivable, and a decrease in deferred revenue and current portion of operating lease payable..

Net Cash

Net cash provided by (used in) operating activities for the nine months ended September 30, 2021 and 2020, was $331,365 and $(223,169), respectively. This change is primarily attributable to the net income of 543,697 for the current period compared to a net loss of $(543) for the comparable period in 2020

Net cash used in investing activities for the nine months ended September 30, 2021 and 2020 was $9,669 and $30,080, respectively. This change is attributable to the cash used to purchase property and equipment, and intangible assets.

Net cash provided by (used in) financing activities for the nine months ended September 30, 2021 and 2020 was $(52,819) and $503,017, respectively. During the nine months ended September 30, 2020, the Company was predominantly financed by related party loans of $334,457 and PPP loan proceeds of $198,750 to fund operations. During the nine months ended September 30, 2021, the Company received additional PPP loan proceeds of $198,750 to fund operations and repaid related party loans by $251,569.

Summary of Statements of Operations for the Three Months Ended September 30, 2021 and 2020:

	Three Months Ended September 30,
	2021		2020
Net revenue	$	1,098,591	$	607,687
Cost of goods sold	$	342,462	$	264,577
Gross margin	$	774,129	$	343,110
Operating Expenses	$	637,155	$	320,734
Income from operations	$	136,974	$	22,376
Net income	$	154,882	$	5,907
Earnings per share – basic and diluted	$	0.01	$	0.00

17

Revenue

We generate revenues through sales of our laser blasting and laser cleaning products, particularly with introduction of new models covering the whole range of roughing, conditioning and finishing laser systems, including laser blasting systems cabinets and the development of new applications for our products. We develop our products to standard specifications and use a common set of components within our product architectures. Our major products are based upon a common technology platform. We continually enhance these and other products by improving their components and developing new product designs.

Our contracts contain a single performance obligation and the entire transaction price is allocated to the single performance obligation. We recognize as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Accordingly, we recognize revenues (net) when the customer obtains control of the Company’s product, which typically occurs upon shipment of the product.

Revenue was $1,098,591 for the three months ended September 30, 2021, as compared to $607,687 for the comparable three months ended September 30, 2020, an increase of $354,641. The increase in revenue is primarily due to an increase of sales of our roughing high power 2000CTH model unit in the first quarter of 2021 and increased industry recognition and approval of laser blasting compared to sandblasting and abrasives blasting.

Cost of goods sold

Our cost of goods sold includes the cost of raw materials and components for manufacturing laser systems, OEM laser modules, consists of different electronic and optical components such as optical generators, scan heads, tempered glass, protective back sheet, semiconductor laser cells, connector assemblies and wires, edge seal and adhesives, junction boxes, and other items, such as raw aluminum and aluminum extrusions, steel for tilt brackets and frames. Our cost of goods sold does not includes direct labor for the manufacturing and manufacturing overhead such as engineering, equipment maintenance, quality and production control, and procurement costs. Cost of goods sold does not includes depreciation of manufacturing plant and equipment and facility-related expenses. In addition, we accrue estimated warranty costs, as applicable, to our cost of sales.

Overall, we expect our cost of sales to continue to decrease over the next several years due to an increase in worldwide capacity in fiber laser parts and components, and availability of optical generators, an increase in unit output per production line, and more efficient absorption of fixed costs driven by economies of scale. This expected decrease in cost for laser technology would be partially offset during periods in which we underutilize manufacturing capacity.

For the three months ended September 30, 2021, we recognized cost of goods sold of $324,462 as compared to $264,577 for the three-month period ended September 30, 2020. The increase in cost of goods sold is primarily due to an increase of sales volume,..

Gross margin

Gross profit is affected by numerous factors, including our module average selling prices, foreign exchange rates, the existence and effectiveness of subsidies and other economic incentives, competitive pressures, market demand, market mix, our manufacturing costs, product development costs, the effective utilization of our production facilities, and the ramp-up of production on new products.

For the three months ending September 30, 2021 and 2020, we recorded gross profit of $774,129 and $343,110, respectively. The increase in gross profit was due to the increased revenue generated coupled with the decline in cost of goods sold noted above.

18

Operating Expenses

For the three months ending September 30, 2021 and 2020, we recorded operating expenses of $637,155 and $320,734 respectively. The increase of $201,422 in operating expenses is mainly related to selling and marking expenses, payroll-related costs and depreciation. Our operating expenses consisted primarily of payroll-related costs, insurance premiums and fees, allocated facilities costs, and outside legal and professional fees. The following table summarizes the significant changes in operating expenses for the three months ended September 30, 2021 and 2020:

	Three Months Ended September 30,
	2021		2020
Operating Expenses:
Payroll Expenses		192,589		170,570
Rent Expense		43,133		43,046
Depreciation and Amortization Expense		98,640		6,602
Selling/Marketing/Trade Shows		93,279		48,607
G&A Expense-Other		209,515		51,650

We expect selling expenses to increase in the near term to support the planned growth of our business as we expand our sales and marketing efforts. Over time, we expect selling, general and administrative expense to decline as a percentage of net sales as our net sales increase.

Income from Operations

Income from operations for the three months ended September 30, 2021 was $136,974 as compared to $22,376 for the three months ended September 30, 2020. The increase in the income from operations is primarily due to the increased gross margin offset by the noted increases in operating expenses.

Other Income (Expense)

Other income for the three months ended September 30, 2021, includes interest expense of $10,847 and a one-time gain from the termination of a lease 28,755. For the three months ended September 30, 2020, other expense included interest expense of $5,907 The increase interest expense over the comparative three-month period is due to the net increase in loans from ICT Investments.

Net Income

Net income for the three months ended September 30, 2021, was $154,882, or earnings per share of $0.01, as compared to net income of $16,469, or earnings per share of $0.00, for the three months ended September 30, 2020.

19

Summary of Statements of Operations for the Nine Months Ended September 30, 2021 and 2020:

	Nine Months Ended September 30,
	2021		2020
Net revenue	$	2,989,108	$	1,345,463
Cost of goods sold	$	840,254	$	534,206
Gross margin	$	2,148,854	$	811,257
Operating Expenses	$	1,590,544	$	805,903
Income (loss) from operations	$	558,310	$	5,354	)
Net income (loss)	$	543,765	$	(553	)
Earnings (loss) per share – basic and diluted	$	0.02	$	(0.00	)

Revenue

Revenue was $2,989,108 for the nine months ended September 30, 2021, as compared to $1345,463 for the comparable nine months ended September 30, 2020, an increase of $1,345,463. The increase is primarily due to increased industry recognition and approval of laser blasting compared to sandblasting and abrasives blasting.

Cost of goods sold

For the nine months ended September 30, 2021, we recognized cost of goods sold of $840,254 as compared to $534,206 for the nine-month period ended September 30, 2020. The increase in cost of goods sold is primarily due to due to increase of sales volume, leading to the increase of the Cost of Goods Sold.

Gross margin

Gross profit is affected by numerous factors, including our module average selling prices, foreign exchange rates, the existence and effectiveness of subsidies and other economic incentives, competitive pressures, market demand, market mix, our manufacturing costs, product development costs, the effective utilization of our production facilities, and the ramp-up of production on new products.

For the nine months ended September 30, 2021 and 2020, we recorded gross profit of $2,148,854 and $811,257, respectively. The increase in gross profit was due to the increased revenue generated coupled with the relative decline in cost of goods sold noted above.

Operating Expenses

For the nine months ending September 30, 2021 and 2020, we recorded operating expenses of $1,590,544 and $805,903 respectively. The increase of $784,461 in operating expenses is mainly related to selling and marking expenses, payroll-related costs, professional fees and depreciation. Our operating expenses consisted primarily of payroll-related costs, insurance premiums and fees, allocated facilities costs, and outside legal and professional fees.

20

The following table summarizes the significant changes in operating expenses for the Nine months ended 30, 2021 and 2020:

	Nine Months Ended September 30,
	2021		2020
Operating Expenses:
Payroll Expenses		534,921		370,946
Rent Expense		129,398		129,398
Depreciation and Amortization Expense		295,919		19,807
Selling/Marketing/Trade Shows		285,565		147,829
Professional Fees		110,454		44,323
G&A Expense-Other		234,624		93,601

We expect selling expenses to increase in the near term to support the planned growth of our business as we expand our sales and marketing efforts. Over time, we expect selling, general and administrative expense to decline as a percentage of net sales as our net sales increase.

Income) from operations

Income from operations for the nine months ended September 30, 2021 was $538,310 as compared to $5,354 for the nine months ended September 30, 2020. The increase in the income from operations is primarily due to the increased gross margin offset by the noted increases in operating expenses.

Other Income (Expense)

Other income for the nine months ended Sept 30, 2021 consists of a one-time gain from the termination of a lease of $28,755 and interest expense of $43,300. Other expense for the nine months ended September 30, 2020 consists of interest expense of $5,907 The increase interest expense for the nine months ended September 30, 2021 over the comparative nine-month period is mainly due to the net increase in loans from ICT Investments.

Net Income (Loss)

Net income (loss) for the nine months ended September 30, 2021, was $543,833, or earnings per share of $0.02, as compared to net loss of $(553), or loss per share of $(0.00), for the nine months ended September 30, 2020.

Off-Balance Sheet Arrangements

As of September 30, 2021, we had no off-balance sheet arrangements.

21

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined in Rule 229.10(f)(1).

Item 4. Controls and Procedures Limitations on Effectiveness of Controls and Procedures

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, refers to controls and procedures that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact there are resource constraints and management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated, as of the end of the period covered by this Form 10-Q, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our Principal Executive Officer and Principal Financial Officer concluded our disclosure controls and procedures were not effective at the reasonable assurance level as of September 30, 2021.

Changes in Internal Control Over Financial Reporting

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) has occurred during the three and nine months ended September 30, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

22

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.

On January 1, 2020, the Company purchased from ICT Investments certain capital manufacturing equipment valued at $158,456 which the Company will use in its business in exchange for 900,000 shares of its common stock.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

There is no other information required to be disclosed under this item which was not previously disclosed.

23

Item 6. Exhibits.

Exhibit No.	Description
31.1	Certification by the Principal Executive Officer and Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).
32.1	Certification by the Principal Executive Officer and Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*	XBRL data files of Financial Statements and Notes contained in this Quarterly Report on Form 10-Q

* 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.”

24

SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	LASER PHOTONICS CORPORATION
Date: November __, 2021	By:	/s/ Wayne Tupuola
	Name:	Wayne Tupuola
	Title:	President
		(Principal Executive and Financial Officer)

25