DEEP FISSION, INC. 10-K

Item 9A. Controls and Procedures. Disclosure Controls and Procedures Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Form 10-K, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure. As the Company is a shell company with no or nominal business operations, Mr. Jacobs would immediately become aware of matters that would require disclosure under the Exchange Act. In connection with the preparation of this Form 10-K, management, with the participation of our Principal Executive Officer and Principal Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)). Based on that evaluation, our Principal Executive and Financial Officer concluded that our disclosure controls and procedures were effective, as of the end of the period covered by this Form 10-K. 12 Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles. Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2022. Management based this assessment on criteria for effective internal control over financial reporting described in “Internal Control – Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of its internal control over financial reporting. Management reviewed the results of its assessment with our Board of Directors. Based on this assessment, management believes that the Company maintained effective internal control over financial reporting as of December 31, 2022. This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm, regarding internal controls over financial reporting. Our internal control over financial reporting was not subject to such attestation as we are a “smaller reporting company” as defined by Item 10 of Regulation S-K. Changes in Internal Controls over Financial Reporting There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 under the Exchange Act that occurred during the period covered by this 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Limitations of the Effectiveness of Control A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations of any control system, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected. Item 9B. Other Information. None. Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections. Not applicable. 13 PART III Item 10. Directors, Executive Officers and Corporate Governance. Our officer and directors, and additional information concerning each of them, are as follows: Name Age Position(s) Ian Jacobs 46 President, Chief Executive Officer, Chief Financial Officer , Secretary and Director Mark Tompkins 60 Director Ian Jacobs has served as the Company’s President, Secretary, Chief Executive Officer, Chief Financial Officer and Director since inception. Mr. Jacobs has also served as President, Secretary, Chief Executive Officer, Chief Financial Officer and as a Director of Patricia Acquisition Corp. since November 9, 2020, of Venetian-1 Acquisition Corp. since September 24, 2021, and of Aspen-1 Acquisition Inc. since December 10, 2021. Mr. Jacobs previously served as the President, Secretary, Chief Executive Officer, Chief Financial Officer and Director of Max-1 Acquisition Corporation, now known as Exicure, Inc. [Nasdaq: XCUR], from February 2017 to September 2017, of Lola One Acquisition Corporation, now known as Amesite Inc. [Nasdaq: AMST], from April 2017 to April 2018, of Peninsula Acquisition Corporation, now known as Transphorm, Inc. [Nasdaq: TGAN], from June 2017 to February 2020, of Olivia Ventures, Inc., now known as Compass Therapeutics, Inc. [Nasdaq: CMPX], from March 2018 to June 2020, of Malo Holdings Corporation, now known as Augmedix, Inc. [Nasdaq: AUGX], from December 2018 to October 2020, of Odyssey Semiconductor Technologies, Inc. [OTCQB: ODII], from April 2019 to June 2019, of Parasol Investments Corporation, now known as SmartKem, Inc. [OTCQB:SMTK], from May 2020 to February 2021, of Parc Investments, Inc., now known as Aeluma, Inc. [OTCQB: ALMU], from August 2020 to June 2021, of Laffin Acquisition Corp., now known as Guerrilla RF, Inc. [OTCQX: GUER], from November 2020 to October 2021, and of Perfect Moment Ltd. from January 2021 to March 2021. Mr. Jacobs has also been an associate of Montrose Capital Partners Limited, or Montrose Capital, since 2008. Montrose Capital is a privately held company, which focuses on identifying public markets venture capital investment opportunities in high growth early stage companies. Montrose Capital is a sector agnostic privately held firm which has identified and invested, through its principal owners, in a wide spectrum of global industries, including in biotechnology, specialty pharmaceuticals, medical devices, robotics, and technology. Mr. Jacobs received a B.S. in Finance from the University of South Florida. Mr. Jacobs’ past experience identifying investment opportunities and investing in early stage companies will be beneficial to the Company as its seeks to identify a business combination target which led to the conclusion that he should serve as a director of the Company. 14 Mark Tompkins has served as a Director of the Company since inception. Mr. Tompkins has also served as a Director of Patricia Acquisition Corp. since November 9, 2020, of Venetian-1 Acquisition Corp. since September 24, 2021, and of Aspen-1 Acquisition Inc. since December 10, 2021. Mr. Tompkins previously served as a Director of Max-1 Acquisition Corporation, now known as Exicure, Inc. [Nasdaq: XCUR], from February 2017 to September 2017, of Lola One Acquisition Corporation, now known as Amesite Inc. [Nasdaq: AMST], from April 2017 to April 2018, of Peninsula Acquisition Corporation, now known as Transphorm, Inc. [Nasdaq: TGAN], from June 2017 to February 2020, of Olivia Ventures, Inc., now known as Compass Therapeutics, Inc. [Nasdaq: CMPX], from March 2018 to June 2020, of Malo Holdings Corporation, now known as Augmedix, Inc. [Nasdaq: AUGX], from December 2018 to October 2020, of Odyssey Semiconductor Technologies, Inc. [OTCQB: ODII], from April 2019 to June 2019, of Parasol Investments Corporation, now known as SmartKem, Inc. [OTCQB:SMTK], from May 2020 to February 2021, of Parc Investments, Inc., now known as Aeluma, Inc [OTCQB: ALMU], from August 2020 to June 2021, of Laffin Acquisition Corp., now known as Guerrilla RF, Inc. [OTCQX: GUER], from November 2020 to October 2021, and of Perfect Moment Ltd. from January 2021 to March 2021. Mr. Tompkins is a founder of Montrose Capital and has served as its President since its inception in 2001. Montrose Capital is a privately held company, which focuses on identifying public markets venture capital investment opportunities in high growth early stage companies. Montrose Capital is a sector agnostic privately held firm which has identified and invested, through its principal owners, in a wide spectrum of global industries, including in biotechnology, specialty pharmaceuticals, medical devices, robotics, and technology. Mr. Tompkins’ past experience identifying investment opportunities and investing in early stage companies will be beneficial to the Company as its seeks to identify a business combination target which led to the conclusion that he should serve as a director of the Company. Significant Employees None. Family Relationships None. Involvement in Certain Legal Proceedings There have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of the Company during the past ten years. 15 Committees The Company does not have any standing committees. Conflicts of Interest There are no binding guidelines or procedures for resolving potential conflicts of interest. Failure by management to resolve conflicts of interest in favor of the Company could result in liability of management to the Company. However, any attempt by stockholders to enforce a liability of management to the Company would most likely be prohibitively expensive and time consuming. Code of Ethics The Company, as of this time, has not adopted a Code of Ethics pursuant to rules described in Regulation S-K. The Company has two persons who are the only stockholders and who serve as the directors and officers. The Company has no operations or business and does not receive any revenues or investment capital. The adoption of a Code of Ethics at this time would not serve the primary purpose of such a code to provide a manner of conduct as the development, execution and enforcement of such a code would be by the same persons and only persons to whom such code applied. Furthermore, because the Company does not have any activities, there are no activities or transactions which would be subject to this code. At the time the Company enters into a business combination, the current officers and directors will recommend to any new management that such a code be adopted. The Company does not maintain an Internet website on which to post a code of ethics. Corporate Governance For reasons similar to those described above, the Company does not have a nominating nor audit committee of the board of directors. At this time, the Company consists of two stockholders who serve as the corporate directors and officers. The Company has no activities and receives no revenues. At such time that the Company enters into a business combination and/or has additional stockholders and a larger board of directors and commences activities, the Company will propose creating committees of its board of directors, including both a nominating and an audit committee. Because there are only two stockholders of the Company, there is no established process by which stockholders to the Company can nominate members to the Company’s board of directors. Similarly, however, at such time as the Company has more stockholders and an expanded board of directors, the new management of the Company may review and implement, as necessary, procedures for stockholder nomination of members to the Company’s board of directors. Item 11. Executive Compensation. The following table sets forth the cash and other compensation paid by the Company to its officer and directors during the year ended December 31, 2022 and the period from inception (December 10, 2021) through December 31, 2021. Name and Position Year Salary Bonus Option Awards All other Compensation Total Ian Jacobs (1) 2022 None None None None None President, Chief Executive Officer, Chief Financial Officer, Secretary and Director 2021 None None None None None Mark Tompkins (2) 2022 None None None None None Director 2021 None None None None None (1) Ian Jacobs was appointed to serve as a member of the Company’s board of directors and as its President, Chief Executive Officer, Chief Financial Officer and Secretary on December 10, 2021. (2) Mark Tompkins was appointed to serve as a member of the Company’s board of directors on December 10, 2021. 16 The following compensation discussion addresses all compensation awarded to, earned by, or paid to the Company’s named executive officers. The Company’s officer and directors have not received any cash or other compensation since inception through the date of this filing. No compensation of any nature has been paid for on account of services rendered by an officer or director in such capacity. It is possible that, after the Company successfully consummates a business combination with an unaffiliated entity, that entity may desire to employ or retain members of our management for the purposes of providing services to the surviving entity. No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees. Except as otherwise disclosed herein, there are currently no understandings or agreements regarding compensation our management will receive after a business combination. Compensation Committee The Company does not have a standing compensation committee or a committee performing similar functions. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table sets forth, as of the date of this filing, the number of shares of Common Stock owned of record and beneficially by (i) each person known by us to be the beneficial owner of more than 5% of our outstanding shares of Common Stock, (ii) each director and named executive officer of the Company and (iii) all executive officers and directors as a group. Name and Address Amount and Nature of Beneficial Ownership Percentage of Class Directors and Named Executive Officers: Mark Tompkins (1) Apt. 1, Via Guidino 23, 6900 Lugano Paradiso, Switzerland 4,750,000 95 % Ian Jacobs (2) 2255 Glades Road, Suite 324A, Boca Raton, FL 33431 250,000 5 % All Directors and Officers as a Group (2 individuals) 5,000,000 100 % Other More than 5% Stockholders: N/A - - (1) Mark Tompkins serves as a director of the Company. (2) Ian Jacobs serves as President, Secretary, Chief Executive Officer, Chief Financial Officer and a director of the Company. Securities Authorized for Issuance Under Equity Compensation Plans The Company has not authorized any securities for issuance under an equity incentive plan. 17 Item 13. Certain Relationships and Related Transactions, and Director Independence. On December 10, 2021, the Company issued (i) an aggregate of 4,750,000 shares of Common Stock to Mark Tompkins, a director of the Company, for an aggregate purchase price equal to $475 representing amounts advanced by Mr. Tompkins to counsel for the Company in connection with the formation and organization of the Company and (ii) an aggregate of 250,000 shares of Common Stock to Ian Jacobs, an officer and director of the Company, for an aggregate cash purchase price equal to $25, pursuant to the terms and conditions set forth in the Common Stock Purchase Agreement with each person. The Company issued these shares of Common Stock under the exemption from registration provided by Section 4(a)(2) of the Securities Act. On December 10, 2021, in connection with advances made in connection with costs incurred by the Company, the Company issued a promissory note to Mark Tompkins, a stockholder and director of the Company, pursuant to which the Company agreed to repay Mr. Tompkins the sum of any and all amounts that Mr. Tompkins may advance 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 (as defined in Rule 12b-2 under the Exchange Act). The Company has used the proceeds from the note to cover its expenses. Although Mr. Tompkins has no obligation to advance funds to the Company under the terms of the note, it is anticipated that he may advance funds to the Company as fees and expenses are incurred in the future. As a result, the Company issued the note in anticipation of such advances. Interest shall not accrue on the outstanding principal amount of the note except if an Event of Default (as defined in the note) has occurred. 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 December 31, 2022, the total amount due under the note was $52,025. The Company currently uses the office space and equipment of its management at no cost. Item 14. Principal Accounting Fees and Services. Raich Ende Malter & Co. LLP (“REM”) was the Company’s independent registered public accounting firm from December 2021 through June 2022. Effective July 2022, Grassi & Co., CPAs, P.C. (“Grassi”) were appointed as the Company’s independent registered public accounting firm. Set below are aggregate fees billed by Grassi and REM for professional services rendered for the year ended December 31, 2022 and for the period December 10, 2021 (Inception) to December 31, 2021. Audit Fees The fees for the audit services billed and to be billed by Grassi and REM for the year ended December 31, 2022, amounted to $24,750. There were no audit fees for the period December 10, 2021 (Inception) to December 31, 2021. Audit-Related Fees There were no audit-related fees billed by Grassi and REM for the year ended December 31, 2022 and for the period December 10, 2021 (Inception) to December 31, 2021. Tax Fees The fees for the tax services billed and to be billed by Grassi and REM for professional services for tax compliance, tax advice, and tax planning for the year ended December 31, 2022, amounted to $2,750. There were no tax fees for the period December 10, 2021 (Inception) to December 31, 2021. All Other Fees There were no fees billed by Grassi and REM for other products and services for the year ended December 31, 2022 and for the period December 10, 2021 (Inception) to December 31, 2021. Audit Committee’s Pre-Approval Process The Company does not have a standing audit committee or a committee performing similar functions. 18 PART IV Item 15. Exhibits, Financial Statement Schedules. We have filed the following documents as part of this Form 10-K: 1. Financial Statements Statement Page Report of Independent Registered Public Accounting Firm F-2 Report of Independent Registered Public Accounting Firm F-3 Balance Sheets as of December 31, 2022 and 2021 F-4 Statements of Operations for the Year Ended December 31, 2022 and for the period December 10, 2021 (inception) to December 31, 2021 F-5 Statements of Changes in Stockholders’ Deficit for the Year Ended December 31, 2022 and for the period December 10, 2021 (inception) to December 31, 2021 F-6 Statements of Cash Flows for the Year Ended December 31, 2022 and for the period December 10, 2021 (inception) to December 31, 2021 F-7 Notes to Financial Statements F-8 2. Financial Statement Schedules All schedules have been omitted because they are not required, not applicable, not present in amounts sufficient to require submission of the schedule, or the required information is otherwise included 19 3. Exhibits. Exhibit Number Description 3.1 Certificate of Incorporation (incorporated by reference from the corresponding numbered exhibit in the Company’s registration statement on Form 10 filed with the SEC on March 21, 2022) 3.2 By-Laws (incorporated by reference from the corresponding numbered exhibit in the Company’s registration statement on Form 10 filed with the SEC on March 21, 2022) 10.1 Promissory Note issued by the Company to Mark Tompkins, dated December 10, 2021 (incorporated by reference from the corresponding numbered exhibit in the Company’s registration statement on Form 10 filed with the SEC on March 21, 2022) 4.1 Description of Registrant’s Securities (incorporated by reference from Item 11 of the Company’s registration Statement on Form 10 filed with SEC on March 21, 2022) 10.2 Common Stock Purchase Agreement by and between the Company and Mark Tompkins, dated December 10, 2021 (incorporated by reference from the corresponding numbered exhibit in the Company’s registration statement on Form 10 filed with the SEC on March 21, 2022) 10.3 Common Stock Purchase Agreement by and between the Company and Ian Jacobs, dated December 10, 2021 (incorporated by reference from the corresponding numbered exhibit in the Company’s registration statement on Form 10 filed with the SEC on March 21, 2022) 31.1* Certification of Principal Executive, Financial and Accounting Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Principal Executive, Financial and Accounting Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS* Inline XBRL Instance Document. 101.SCH* Inline XBRL Taxonomy Extension Schema Document. 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith ** Furnished herewith Item 16. Form 10-K Summary. Not applicable. 20 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SURFSIDE ACQUISITION INC. Date: March 31, 2023 By: /s/ Ian Jacobs Ian Jacobs President, Chief Executive Officer, Chief Financial Officer, Secretary and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Name Title Date By: /s/ Ian Jacobs President, Chief Executive Officer, Chief Financial Officer, Secretary and Director March 31, 2023 Ian Jacobs (Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer) By: /s/ Mark Tompkins Director March 31, 2023 Mark Tompkins 21 SURFSIDE ACQUISITION INC. December 31, 2022 INDEX TO FINANCIAL STATEMENTS Statement Page Index to Financial Statements F-1 Report of Independent Registered Public Accounting Firm F-2 Report of Independent Registered Public Accounting Firm F-3 Balance Sheets as of December 31, 2022 and 2021 F-4 Statements of Operations for the Year Ended December 31, 2022 and for the period December 10, 2021 (Inception) to December 31, 2021 F-5 Statements of Changes in Stockholders’ Deficit for the Year Ended December 31, 2022 and for the period December 10, 2021 (Inception) to December 31, 2021 F-6 Statements of Cash Flows for the Year Ended December 31, 2022 and for the period December 10, 2021 (Inception) to December 31, 2021 F-7 Notes to Financial Statements F-8 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors Surfside Acquisition, Inc. Boca Raton, Florida Opinion on the Financial Statements We have audited the accompanying balance sheet of Surfside Acquisition, Inc. (the “Company”) as of December 31, 2022, and the related statements of operations, changes in stockholders’ deficit, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. Substantial Doubt About the Company’s Ability to Continue as a Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 6 to the financial statements, the Company has incurred losses from inception, which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 6. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. GRASSI & CO., CPAs, P.C. /s/ GRASSI & CO., CPAs, P.C. PCAOB # 606 We have served as the Company’s auditors since 2022. Jericho, New York March 30, 2023 F- 2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors Surfside Acquisition Inc. Opinion on the Financial Statements We have audited the accompanying balance sheet of Surfside Acquisition Inc. (the “Company”) as of December 31, 2021, and the related statements of operations, changes in stockholders’ deficit, and cash flows for the period from December 10, 2021 (Inception) through December 31, 2021, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the period from December 10, 2021 (Inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America. Substantial Doubt About the Company’s Ability to Continue as a Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 6 to the financial statements, the Company has incurred losses from inception that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 6. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. Raich Ende Malter & Co. LLP /s/ Raich Ende Malter & Co. LLP PCAOB # 50 We have served as the Company’s auditor since 2021. Melville, New York March 18, 2022 F- 3 SURFSIDE ACQUISITION INC. BALANCE SHEETS December 31, 2022 2021 ASSETS Current assets Cash $ 69 $ - Total current assets 69 - Total assets $ 69 $ - LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities Accounts payable and accrued expenses $ 9,352 $ - Note payable - stockholder 52,025 12,025 Advances from stockholder 518 393 Total current liabilities 61,895 12,418 Total liabilities 61,895 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 ( 62,326 ) ( 12,918 ) Total stockholders’ deficit ( 61,826 ) ( 12,418 ) Total liabilities and stockholders’ deficit $ 69 $ - See accompanying notes to financial statements F- 4 SURFSIDE ACQUISITION INC. STATEMENTS OF OPERATIONS For the Year Ended December 31, 2022 For the period December 10, 2021 (Inception) to December 31, 2021 Revenue $ - $ - General and administrative expenses 49,408 12,918 Loss from operations ( 49,408 ) ( 12,918 ) Net loss $ ( 49,408 ) $ ( 12,918 ) Weighted average common stock outstanding, basic and dilutive 5,000,000 5,000,000 Loss per share of common stock, basic and dilutive $ ( 0.01 ) $ ( 0.00 ) See accompanying notes to financial statements F- 5 SURFSIDE ACQUISITION INC. STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT For the Year Ended December 31, 2022 and for the period December 10, 2021 (Inception) to December 31, 2021 Common Stock Accumulated Total Stockholders’ Shares Amount Deficit Deficit Balances - December 10, 2021 (inception) - $ - $ - $ - Sale of common stock 5,000,000 500 - 500 Net loss - - ( 12,918 ) ( 12,918 ) Balances – December 31, 2021 5,000,000 500 ( 12,918 ) ( 12,418 ) Net loss - - ( 49,408 ) ( 49,408 ) Balances - December 31, 2022 5,000,000 $ 500 $ ( 62,326 ) $ ( 61,826 ) See accompanying notes to financial statements F- 6 SURFSIDE ACQUISITION INC. STATEMENTS OF CASH FLOWS For the Year Ended December 31, 2022 For the period December 10, 2021 (Inception) to December 31, 2021 Cash flows from operating activities: Net loss $ ( 49,408 ) $ ( 12,918 ) Adjustments to reconcile net loss to net cash used in operating activities: Formation costs paid by stockholder on behalf of the Company - 393 Formation costs paid by stockholders on behalf of the Company in exchange for common stock - 500 Accounts payable and accrued expenses 9,352 - Net cash used in operating activities ( 40,056 ) ( 12,025 ) Cash flows from financing activities: Proceeds from note payable - stockholder 40,000 12,025 Proceeds from stockholder advances 125 0 Net cash provided by financing activities 40,125 12,025 Net change in cash 69 - Cash - beginning of period - - Cash - end of period $ 69 $ - Supplemental schedule of non-cash investing and financing activities: Sale of common stock $ - $ 500 See accompanying notes to financial statements F- 7 SURFSIDE ACQUISITION INC. NOTES TO FINANCIAL STATEMENTS December 31, 2022 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 financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ( “GAAP” ). Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Income Taxes The Company adopted ASC 740, “Income Taxes” , at its inception. Under ASC 740, 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. 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 December 31, 2022 and 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. F- 8 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 December 31, 2022 and 2021, 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 December 31, 2022 and 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 December 31, 2022 and 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 $ 0.0001 par value common stock for $ 500 to the founders of the Company. F- 9 Note 4. Income Taxes As of December 31, 2022 and 2021, the Company has approximately $ 13,100 and $ 2,700 in gross deferred tax assets resulting from net operating loss carry-forwards of $ 62,300 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 December 31, 2022 and 2021, and the tax provisions attributable to loss before income taxes is as follows: 2022 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. The Note is non-interest bearing unless an event of default occurs. As of December 31, 2022 and 2021, the amount due under the note payable was $ 52,025 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 $ 62,326 and has a stockholders’ deficit of $ 61,826 as of December 31, 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-10