DEEP FISSION, INC. 10-Q

Item 1. Financial Statements. SURFSIDE Acquisition Corp. September 30, 2022 INDEX TO CONDENSED FINANCIAL STATEMENTS Statement Page Index to Condensed Financial Statements 1 Condensed Balance Sheets as of September 30, 2022 (unaudited) and December 31, 2021 F-1 Condensed Statement of Operations for the Three and Nine Months ended September 30, 2022 (unaudited) F-2 Condensed Statements of Changes in Stockholders’ Deficit (Unaudited) for the Nine Months ended September 30, 2022 F-3 Condensed Statement of Cash Flows for the Nine Months ended September 30, 2022 (unaudited) F-4 Notes to Condensed Financial Statements F-5 1 SURFSIDE Acquisition Corp. CONDENSED BALANCE SHEETS September 30, 2022 December 31, 2021 (Unaudited) ASSETS Current assets Cash $ 721 $ - Total current assets 721 - Total assets $ 721 $ - LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities Accounts payable and accrued expenses $ 9,352 $ - Note payable - stockholder 42,005 12,025 Advances from stockholder 518 393 Total current liabilities 51,875 12,418 Total liabilities 51,875 12,418 Commitments and contingencies - - Stockholders’ deficit Preferred stock, $ 0.0001 par value; 10,000,000 shares authorized; none issued and outstanding - - Common stock, $ 0.0001 par value, 50,000,000 shares authorized, 5,000,000 shares issued and outstanding 500 500 Accumulated deficit ( 51,654 ) ( 12,918 ) Total stockholders’ deficit ( 51,154 ) ( 12,418 ) Total liabilities and stockholders’ deficit $ 721 $ - See accompanying notes to condensed financial statements F- 1 SURFSIDE Acquisition Corp. CONDENSED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended Nine Months Ended September 30, 2022 September 30, 2022 Revenue $ - $ - General and administrative expenses 20,418 38,736 Loss from operations ( 20,418 ) ( 38,736 ) Net loss $ ( 20,418 ) $ ( 38,736 ) Weighted average common stock outstanding, basic and diluted 5,000,000 5,000,000 Net loss per share of common stock, basic and diluted $ ( 0.00 ) $ ( 0.01 ) See accompanying notes to condensed financial statements F- 2 SURFSIDE Acquisition Corp. CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT Three and Nine Months Ended September 30, 2022 (Unaudited) Common Stock Accumulated Shareholders’ Shares Amount Deficit Equity Balances – December 31, 2021 5,000,000 $ 500 $ ( 12,918 ) $ ( 12,418 ) Net loss - - ( 7,827 ) ( 7,827 ) Balances – March 31, 2022 5,000,000 500 ( 20,745 ) ( 20,245 ) Net loss - - ( 10,491 ) ( 10,491 ) Balances – June 30, 2022 5,000,000 500 ( 31,236 ) ( 30,736 ) Net loss - - ( 20,418 ) ( 20,418 ) Balances – September 30, 2022 5,000,000 $ 500 $ ( 51,654 ) $ ( 51,154 ) See accompanying notes to condensed financial statements F- 3 SURFSIDE Acquisition Corp. CONDENSED STATEMENT OF CASH FLOWS Nine Months Ended September 30, 2022 (Unaudited) Nine Months Ended September 30, 2022 Cash flows from operating activities: Net loss $ ( 38,736 ) Adjustments to reconcile net loss to net cash used in operating activities: Accounts payable and accrued expenses 9,352 Net cash used in operating activities ( 29,384 ) Cash flows from financing activities: Proceeds from note payable - stockholder 30,105 Net cash provided by financing activities 30,105 Net change in cash 721 Cash - beginning of period - Cash - end of period $ 721 See accompanying notes to condensed financial statements F- 4 SURFSIDE Acquisition Corp. NOTES TO CONDENSED FINANCIAL STATEMENTS September 30, 2022 (Unaudited) Note 1. Nature of Operations Surfside Acquisition Inc, (the “Company”) was incorporated in the State of Delaware on December 10, 2021. The Company’s management has chosen December 31st for its fiscal year end. The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly traded corporation. The Company’s principal business objective is to achieve long-term growth potential through a combination with a business, rather than immediate short-term earnings. The Company will not restrict its potential target companies to any specific business, industry, or geographical location. The analysis of business opportunities will be undertaken by, or under the supervision of, the officer and directors of the Company. Note 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a compete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. Use of Estimates The preparation of the condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents are reported in the balance sheet at cost, which approximates fair value. Cash equivalents include all highly liquid investments with an original maturity of three months or less. There are no cash equivalents at September 30, 2022 and December 31, 2021. Income Taxes The Company accounts for income taxes under ASC 740, “ Income Taxes”, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry-forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. F- 5 The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. Net Loss per Common Share Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted earnings per share takes into effect any dilutive instruments, except when doing so would be anti-dilutive. As of September 30, 2022, there were no dilutive instruments. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, the Company is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in the Company’s periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find the securities less attractive as a result, there may be a less active trading market for securities and the prices of securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards (that is, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies). The Company intends to take advantage of the benefits of this extended transition period. Additionally, the Company is a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. The Company will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of the ordinary shares held by non-affiliates equals or exceeds $250 million as of the prior June 30, and (2) the annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of the ordinary shares held by non-affiliates equals or exceeds $700 million as of the prior June 30. Recently Issued Accounting Pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements. Note 3. Capital Stock Preferred Stock As of September 30, 2022 and December 31, 2021, the Company has 10,000,000 shares of preferred stock, par value of $ 0.0001 , authorized and none issued or outstanding. Common Stock As of September 30, 2022 and December 31, 2021, the Company has 50,000,000 shares of common stock, par value of $ 0.0001 , authorized and has issued 5,000,000 shares of its common stock for $ 500 to the founders of the Company. F- 6 Note 4. Income Taxes As of September 30, 2022 and December 31, 2021, the Company has approximately $ 10,800 and $ 2,700 , respectively in gross deferred tax assets resulting from net operating loss carry-forwards of $ 51,600 and $ 12,900 , respectively available to offset future taxable income through 2041 subject to the change in ownership provisions under IRC 382. A valuation allowance has been recorded to fully offset these deferred tax assets because the Company’s management believes future realization of the related tax benefits is uncertain. The difference between the tax provision at the statutory federal income tax rate on September 30, 2022 and December 31, 2021, and the tax provisions attributable to loss before income taxes is as follows: September 30, 2022 December 31, 2021 Statutory federal income taxes 21.0 % 21.0 % Valuation allowance ( 21.0 )% ( 21.0 )% Effective income tax rate, net - - Note 5. Commitments and Related Party Transactions Office Space The Company utilizes the office space and equipment of its management at no cost. Note Payable - Stockholder On December 10, 2021, the Company issued a promissory note (the “Note”) to a stockholder of the Company pursuant to which the Company agreed to repay the sum of any and all amounts advanced to the Company, on or before the date that the Company consummates a business combination with a private company or reverse takeover transaction or other transaction after which the Company would cease to be a shell company. In the event of an Event of Default, the entire note shall automatically become due and payable (the “Default Date”) and starting from five (5) days after the Default Date, the interest rate on the note shall accrue at the rate of eighteen percent ( 18 %) per annum. As of September 30, 2022 and December 31, 2021, the amount due under the note payable was $ 42,005 and $ 12,025 , respectively. Note 6. Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred losses from inception of $ 51,654 and has a stockholders’ deficit of $ 51,154 as of September 30, 2022. Management believes these conditions raise substantial doubt about the Company’s ability to continue as a going concern for the twelve months following the date these financial statements are issued. Management intends to finance operations over the next twelve months through additional borrowings from the existing Note. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern. Note 7. COVID-19 On March 11, 2020, the World Health Organization officially declared the outbreak of the novel coronavirus COVID-19 a “pandemic.” A significant outbreak of COVID-19 and other infectious diseases has resulted in a widespread health crisis that has significantly adversely affected businesses of all types, economies and financial markets worldwide. The business of any potential target company with which the Company consummates a business combination could be materially and adversely affected. Furthermore, the Company may be unable to complete a business combination if continued concerns relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extended period of time, the Company’s ability to consummate a business combination, or the operations of a target business with which the Company ultimately consummates a business combination, may be materially adversely affected. F- 7