What changed in this filing

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Item 1. Financial Statements

2022-11-14 compared with 2022-05-16 · 208 added, 170 removed, 307 unchanged (55% of the section changed)

1 unchanged sentence

and Subsidiary

Balance Sheets

compensation, current portion

& other current assets

Consolidated Balance Sheets

September 30,

Current assets:

of use asset-facility

compensation, long term portion

AND STOCKHOLDERS’ EQUITY

expenses & other current liabilities

liability-current portion

Deferred compensation, current portion

Prepaids & other current assets

Total current assets

Property and equipment:

Leasehold improvements

Accumulated depreciation

Total fixed assets

Intangible assets

Right of use asset - facility

Deferred compensation, long term portion

Liabilities and stockholders’ equity

Current liabilities:

Liability-Long Term Portion

and Contingencies

Stockholders’

Accounts payable

Accrued expenses & other current liabilities

Lease liability, current portion

Total current liabilities

Lease liability, long term portion

Commitments and contingencies

Total liabilities

Stockholders’ equity:

Preferred stock, par value $ 0.0001 , 10,000,000 authorized, none issued and outstanding.

Common Stock par value $ 0.0001 , and 50,000,000 shares authorized, 10,650,002 and 10,535,002 shares issued and outstanding at March 31, 2022 and June 30, 2021, respectively.

Paid In Capital

Common stock, par value $ 0.0001 , and 50,000,000 shares authorized, 10,650,002 shares issued and outstanding at September 30, 2022 and June 30, 2022.

Additional paid-in capital

Accumulated deficit

( 5,212,525 )

Stockholders’ Equity

Liabilities and Stockholders’ Equity

accompanying notes are an integral part of these financials

and Subsidiary

Statements of Operations

the Three Months Ended March 31, 2022 and 2021

& Development

& Administrative

and other income

Before Provision for Income Taxes

for income tax

( 3,682,484 )

and Diluted Loss Per Share

average common shares outstanding - basic and diluted

accompanying notes are an integral part of these financials

Total stockholders’ equity

Total liabilities and stockholders’ equity

The accompanying notes are an integral part of

these financials

and Subsidiary

Statements of Operations

the Nine Months Ended March 31, 2022 and 2021

& Development

& Administrative

and other income

Before Provision for Income Taxes

Consolidated Statements of Operations (Unaudited)

Three Months Ended September 30,

Operating expenses:

Research & development

General & administrative

Total expenses

Loss from operations

( 1,566,687 )

for income tax

Other income:

Sub-lease rental income & other income

Interest income

Total other income

Loss before provision for income tax

( 1,530,041 )

and Diluted Loss Per Share

average common shares outstanding - basic and diluted

Provision for income tax

$ ( 1,530,041 )

$ ( 603,650 )

Basic and diluted loss per share

Weighted average common shares outstanding - basic and diluted

The accompanying notes are

an integral part of these financials

and Subsidiary

Statement of Stockholders’ Equity

the Nine Months Ended March 31, 2022

Stockholders’

Balance, June 30, 2021

Consolidated Statement of Stockholders’

For the Three Months Ended September 30, 2022

and 2021 (Unaudited)

Additional paid-in

Total Stockholders’

Balance, July 1, 2022

$ ( 3,682,484 )

Issuance of shares of common stock for cash (net of $ 23,070 in offering costs)

Stock-based compensation

Other offering costs

Net loss for three months ended September 30, 2021

( 1,530,041 )

Balance, September 30 2022

$ ( 5,212,525 )

Net loss for three months ended December 31, 2021

Balance, December 31, 2021

Balance, July 1, 2021

$ ( 230,922 )

Issuance of shares of common stock for cash, net of $ 23,070 in offering costs

Other offering costs

Stock-based compensation

Net Loss for three months Ended March 31, 2022

Balance March 31, 2022

Balance, September 30 2021

$ ( 834,572 )

accompanying notes are an integral part of these financials

The accompanying notes are an integral part of

these financials

and Subsidiary

Statements of Cash Flows

the Nine Months Ended March 31, 2022 and 2021

Consolidated Statements of Cash Flows

For the Three Months Ended September 30, 2022

and 2021 (Unaudited)

Three Months Ended September 30,

Operating activities:

$ ( 1,530,041 )

$ ( 603,650 )

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

2 unchanged sentences

Stock based compensation expense

Amortization of ROU asset

Depreciation and amortization expense

1 unchanged sentence

Change in accounts payable

Change in lease liability

Change in accrued expenses

Change in accrued expenses & other current liabilities

Net cash used in operating activities

( 1,316,739 )

Investing activities:

3 unchanged sentences

Financing activities:

Proceeds from Founder Loans

Proceeds from advances

Proceeds from SAFE Notes

Proceeds from Private Placement, net of offering costs

2 unchanged sentences

Net change in cash

( 1,369,399 )

Cash, beginning of period

Cash, end of period

Supplemental Disclosures

accompanying notes are an integral part of these financials

Notes to Consolidated Financial Statements

of March 31, 2022 and 2021

The accompanying notes are an integral part of

these financials

and Subsidiary

Notes to Consolidated

Financial Statements

Note 1 – The Company

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Pursuant to this transaction

(the “Merger”), Acquisition Sub was the surviving corporation and remained our wholly owned subsidiary, and all the outstanding

(the “Merger”), Acquisition Sub was the surviving corporation and remained our whollyowned subsidiary, and all the outstanding

stock of Biond Photonics was converted into shares of our common stock.

44 unchanged sentences

all of the information and notes required by GAAP for complete financial statements.

The consolidated financial statements as of March 31,

The consolidated financial statements as of September

30, 2022 and 2021, are unaudited;

however, in the opinion of management such interim condensed consolidated financial statements reflect all

adjustments, consisting solely of normal recurring adjustments, necessary for a fair presentation of the results for the periods presented.

however, in the opinion of management such interim condensed consolidated financial statements reflect

all adjustments, consisting solely of normal recurring adjustments, necessary for a fair presentation of the results for the periods presented.

The accompanying financial information should be read in conjunction with the financial statements and the notes thereto in the Company’s

most recent Transition Report on Form 10-KT, as filed with the Securities and Exchange Commission (the “SEC”) on September 27,

most recent Annual Report on Form 10-K, as filed with the Securities and Exchange Commission (the “SEC”) on September 28,

The results of operations for the period presented are not necessarily indicative of the results that might be expected for future

4 unchanged sentences

notes are the representations of the Company’s management, who is responsible for their integrity and objectivity.

Going Concern

The Company incurred a net loss of $ 3,451,699

for the nine months ended March 31, 2022.

In addition, the Company is in the research and development stage and has not generated

revenue to date.

In order to support its operations, the Company will require additional infusions of cash from the sale of equity instruments

or the issuance of debt instruments, or the commencement of profitable revenue generating activities.

If adequate funds are not available

or are not available on acceptable terms, the Company’s ability to fund its operations, develop or enhance its sensors in the future

or respond to competitive pressures would be significantly limited.

Such limitations could require the Company to curtail, suspend or

discontinue parts of its business plan.

These conditions may raise doubt about the Company’s

ability to continue as a going concern.

The accompanying financial statements have been prepared in conformity with accounting principles

generally accepted in the United States of America, which contemplate continuation of the Company as a going concern.

The financial statements

do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification

of liabilities that could result from the outcome of this uncertainty.

The financial statements do not include any adjustments that might

be necessary should the Company be unable to continue as a going concern.

and $ 1,530,041 for the year ended June 30, 2022 and the three months ended September 30, 2022, respectively.

In addition, the Company

is in the research and development stage and has not generated revenue to date.

In order to support its operations, the Company will require

additional infusions of cash from the sale of equity instruments or the issuance of debt instruments, or the commencement of profitable

revenue generating activities.

If adequate funds are not available or are not available on acceptable terms, the Company’s ability

to fund its operations, develop or enhance its sensors in the future or respond to competitive pressures would be significantly limited.

Such limitations could require the Company to curtail, suspend or discontinue parts of its business plan.

These conditions may raise substantial doubt about

the Company’s ability to continue as a going concern.

The accompanying financial statements have been prepared in conformity with

GAAP, which contemplate continuation of the Company as a going concern.

The financial statements do not include any adjustments relating

to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that could result

from the outcome of this uncertainty.

The financial statements do not include any adjustments that might be necessary should the Company

be unable to continue as a going concern.

Basic Net Loss Per Share

3 unchanged sentences

prior to the merger have been restated to consider the conversion into the shares of the legal acquirer.

No shares were issued until October 2020.

Use of Estimates and Assumptions

The preparation of financial statements in conformity

generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts

of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting

The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes

to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets

and liabilities.

The actual results experienced by the Company may differ materially and adversely from the Company’s estimates.

To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date

of the financial statements and the reported amounts of revenues and expenses during the reporting period.

The Company bases its estimates

and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances,

the results of which form the basis for making judgments about the carrying values of assets and liabilities.

The actual results experienced

by the Company may differ materially and adversely from the Company’s estimates.

To the extent there are material differences between

the estimates and the actual results, future results of operations will be affected.

Reclassification of Prior Year Presentation

Certain prior year amounts

have been reclassified for consistency with the current year presentation.

Fair Value of Financial Instruments

26 unchanged sentences

The carrying values of the Company’s cash,

accounts payable, accrued expenses and advances from officers approximate their fair value due to the relatively short maturity of these

The carrying amounts reported for debt obligations approximate fair value due to the effective interest rate of these obligations

reflecting the Company’s current borrowing rate.

accounts payable, and accrued expenses approximate their fair value due to the relatively short maturity of these items.

Concentration of Risk

3 unchanged sentences

Property and Equipment

equipment and leasehold improvements are reported at historical cost, net of accumulated depreciation and amortization.

is computed using the straight-line method over the estimated useful lives of the assets.

Leasehold improvements are amortized over

the remaining lease term.

Repairs and maintenance to these assets are charged to expense as incurred;

major improvements enhancing

the function and/or the asset’s useful life are capitalized.

When items are sold or retired, the related cost and accumulated

depreciation are removed from the accounts and any gains or losses arising from such transactions are recognized.

Property, equipment and leasehold improvements

are reported at historical cost, net of accumulated depreciation and amortization.

Depreciation is computed using the straight-line method

over the estimated useful lives of the assets.

Leasehold improvements are amortized over the remaining lease term.

Repairs and maintenance

to these assets are charged to expense as incurred;

major improvements enhancing the function and/or the asset’s useful life are

When items are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gains

or losses arising from such transactions are recognized.

Intangible Assets

4 unchanged sentences

in transit, and highly liquid debt instruments purchased with original maturities of three months or less to be cash and cash equivalents.

The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits.

The Company has not experienced

any losses in such accounts.

The Company’s accounts are insured by the FDIC but at times may exceed federally insured limits.

45 unchanged sentences

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases

(Topic 842), which supersedes existing guidance on accounting for leases in “Leases (Topic 840)” and generally requires

all leases to be recognized in the balance sheet.

The Company entered into a lease agreement during the six months period ended June 30,

The Company adopted ASU 2016-02 on January 1, 2021.

In April 2016, the FASB issued ASU 2016-10,

9 unchanged sentences

No preferred shares were issued

as of March 31, 2022.

as of September 30, 2022.

Common Stock Offering

Immediately following the Effective Time of the

Merger, we sold 3,482,500 shares of our common stock pursuant to an initial closing of a private placement offering (the “Offering”)

at a purchase price of $ 2.00 per share (the “Offering Price”).

We held a second and third closing on June 28 and July 1

2021, for an additional 402,500 and 115,000 , respectively, of shares of common stock.

Accordingly, we sold a total of 4,000,000 shares

of our common stock through March 31, 2022.

The private placement offering is referred to herein as the “Offering.”

The aggregate gross proceeds from the Offering

during the nine months ended March 31, 2022 were $ 206,930 , which is net of offering placement agent fees and expenses.

We also paid additional

offering costs totaling $ 45,000 during the nine months ended March 31, 2022.

Immediately following

the Merger, we sold 3,482,500 shares of our common stock pursuant to an initial closing of a private placement offering at a purchase

price of $ 2.00 per share.

We held a second closing on June 28, 2021 for an additional 402,500 shares of our common stock and a third and

final close on July 1, 2021 for an additional 115,000 .

Accordingly, we sold a total of 4,000,000 shares of our common stock.

placement offering is referred to herein as the “Offering.”

aggregate gross proceeds from the Offering during the three months ended September 30, 2021 were $ 230,000 (before deducting placement

agent fees and expenses of the Offering of $ 23,070 ).

We also paid additional offering costs totaling $ 45,000 during the three months

ended September 30, 2021.

The Offering was exempt from registration under

10 unchanged sentences

on October 27 th , 2020, and the remaining 1,299,136 shares vest in equal amounts, monthly over the subsequent 4 years.

March 31, 2022, each of these officers had 784,895 vested shares, and 839,025 unvested shares.

At September 30, 2022, each of these officers had 947,287 vested shares, and 676,633 unvested shares.

Registration Rights Agreement

22 unchanged sentences

Note 4 – Stock-Based Compensation

During fiscal 2021, the Company sold 723,008 shares

of common stock to certain individuals in exchange for future management advisory services, for discounted prices price ranging from $.0104 to

Restricted Stock Awards

During six months ended June 30, 2021, the Company

sold 723,008 shares of common stock to certain individuals in exchange for future management advisory services, for discounted

prices price ranging from $.

0195 per share.

The shares are subject to restrictions that allow for repurchase of the shares by the Company due to a termination

of the service agreement or other certain provisions.

This repurchase right declines on a pro-rata basis over vesting periods (corresponding

to the service period) ranging from 2 - 4 years.

Related to these issuances, the Company has recorded deferred stock-based compensation

of $ 1,372,435 for the value of the shares in excess of the purchase price paid by the advisors.

The stock-based compensation will

be expensed over the service period.

For the nine months ended March 31, 2022, $ 497,303 has been amortized in the Statement of Operations,

and $ 838,660 is presented as deferred compensation on the balance sheet at March 31, 2022, of which $ 662,464 is expected to be expensed

in the next twelve months.

The shares are subject to restrictions that allow for repurchase of the

shares by the Company due to a termination of the service agreement or other certain provisions.

This repurchase right declines on a pro-rata

basis over vesting periods (corresponding to the service period) ranging from 2 - 4 years.

Related to these issuances, the Company

has recorded deferred stock-based compensation for the value of the shares in excess of the purchase price paid by the advisors.

The stock-based compensation is expensed over the service period.

For the three months ended September 30, 2022 and 2021, $ 166,977 and

$ 165,162 have been amortized in the statement of operations, and $ 506,521 is presented as deferred compensation on the balance sheets

at September 30, 2022, which is expected to be expensed in the next twelve months.

In March 2022, the Company signed an agreement to

issue 150,000 shares of common stock valued at $ 300,000 to a consultant for providing consulting services to the Company for eighteen

For the three months ended September 30, 2022, $ 108,000 has been expensed in the statement of operations, and $ 192,000 is presented

as deferred compensation on the balance sheets at September 30, 2022, which is expected to be expensed in the next twelve months.

150,000 shares of common stock are not yet issued at September 30, 2022 and the Company recorded $ 300,000 as other current liability as

of September 30, 2022.

The following is a schedule summarizing restricted

stock awards for the periods indicated:

Number of Shares

Outstanding at July 1, 2022

Outstanding at September 30, 2022

Number of Options

Outstanding at July 1, 2021

Outstanding at September 30, 2021

Stock Options

In July of 2021, the Company issued an option

15 unchanged sentences

2,500 options with an exercise price of $2.00 and an expiration date of ten years.

In April of 2022, the

Company issued 513,000 options to purchase common stock to employees.

The options have an exercise price of $2.00 and expire in 10 years

with 25% vesting after one year and the remainder scheduled to vest each quarter for three years, subject to the continued

status as an employee to the Company through each vesting date.

The estimated weighted average fair value of the

options granted during the nine months ended March 31, 2022 were approximately $1.50 per share.

Company estimates the fair value of each option award using the Black-Scholes option-pricing model.

The Company used the following assumptions

for to estimate the fair value of stock options for directors issued in the nine months ended March 31, 2022:

Expected volatility

Expected term

Dividend yield

Risk-free interest rate

Company used the following assumptions for to estimate the fair value of stock options for consultants issued in the nine months ended

March 31, 2022:

options granted for the year ended June 30, 2022 were approximately $1.50 per share.

The Company estimates the fair value of each option

award using the Black-Scholes option-pricing model.

The Company used the following assumptions for to estimate the fair value of stock

options for directors issued for the year ended June 30, 2022:

Expected volatility

2 unchanged sentences

Risk-free interest rate

1.15 % - 2.41 %

For the three months ended September 30, 2022

and 2021, stock-based compensation expenses for options granted were $ 70,090 and $ 29,668 , respectively.

Unrecognized stock-based compensation

expense was $ 761,262 and average expected recognition period was 3.0 years as of September 30, 2022.

The following is a schedule summarizing employee

and non-employee stock option activity for the period ended March 31, 2022:

Weighted Average

and non-employee stock option activity for the period presented:

Number of Options

Exercise Price

Outstanding at June 30, 2021

Outstanding at July 1, 2022

Expired/cancelled

Outstanding at March 31, 2022

Exercisable at March 31, 2022

Outstanding at September 30, 2022

Exercisable at September 30, 2022

Outstanding at July 1, 2021

Expired/cancelled

Outstanding at September 30, 2021

Exercisable at September 30, 2021

The aggregate intrinsic value represents the difference

between the exercise price of the options and the estimated fair value of the Company’s common stock for each of the respective

5 – FACILITY OPERATING LEASE

Note 5 – Facility Operating Lease

On April 1, 2021, the Company commenced a 5-year

12 unchanged sentences

The following table presents maturities of operating

lease liabilities on an undiscounted basis as of March 31, 2022:

lease liabilities on an undiscounted basis as of September 30, 2022:

Less imputed interest

2 unchanged sentences

Lease liability, long term

lease term and the discount rate for the lease at March 31, 2022 is 4.00 years and

0.75 %, respectively.

The total lease payments were $ 117,124 ,

and $ 0 for the nine months ended March 31, 2022 and 2021, respectively.

The variable costs for common area operating expenses and

electricity were $ 173,488 , and $ 0 for the nine months ended March 31, 2022 and 2021, respectively.

April 1, 2021, the Company began subleasing a portion of their facility.

The sub-lease provides for base monthly rent of $13,013

through May 31, 2021 and $8,400 starting June 1, 2021 plus common area operating and utility costs.

During the nine months

ended March 31, 2022 the Company recognized $ 227,590 of rental income, including reimbursement of common area operating and utility

The lease term and the discount rate for the lease

at September 30, 2022 is 3.5 years and 0.75 %, respectively.

The total lease payments were $ 40,359 and $ 31,593 for the three months ended

September 30, 2022 and 2021, respectively.

The variable costs for common area operating expenses and electricity were $ 103,795 , and $ 56,803

for the three months ended September 30, 2022 and 2021, respectively.

Beginning April 1, 2021, the Company began subleasing

a portion of their facility.

The sub-lease provides for base monthly rent of $13,013 through May 31, 2021 and $8,400 starting June 1,

2021 plus common area operating and utility costs.

The sublease was amended again on May 17, 2022 to sublease a smaller portion of the

property at a base rental rate of $5,200 per month effective June 1, 2022.

During the three months ended September 30, 2022 and 2021,

the Company recognized $ 31,351 and $ 90,352 , respectively, of rental income, including reimbursement of common area operating and utility

Note 6 – Warrants to Purchase Common

3 unchanged sentences

Note 7 – Subsequent Events

evaluated subsequent events up to May 16, 2022 the date the financial statements were issued.

None were noted.

The Company has analyzed its operations subsequent to September 30, 2022 through the date these financial statements were issued, and

has determined that, other than disclosed below, it does not have any material subsequent events to disclose.

On November 7, 2022, the Company issued 150,000

shares of common stock to a consultant for providing consulting services to the Company.

See Note 4 – Stock-Based Compensation.

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

What changed 10-Q

Item 1. Financial Statements