DEEP FISSION, INC. 10-Q

Item 1. Financial Statements. SURFSIDE Acquisition INC. June 30, 2023 INDEX TO CONDENSED FINANCIAL STATEMENTS Statement Page Index to Condensed Financial Statements 1 Condensed Balance Sheets as of June 30, 2023 (Unaudited) and December 31, 2022, F-1 Condensed Statements of Operations (Unaudited) for the Three and Six Months ended June 30, 2023, and 2022 F-2 Condensed Statements of Changes in Stockholders’ Deficit (Unaudited) for the Three and Six Months ended June 30, 2023 and 2022 F-3 Condensed Statements of Cash Flows (Unaudited) for the Six Months ended June 30, 2023, and 2022 F-4 Notes to Condensed Financial Statements F-5 1 SURFSIDE Acquisition INC. CONDENSED BALANCE SHEETS June 30, December 31, 2023 2022 (Unaudited) ASSETS Current assets Cash $ 2,663 $ 69 Total current assets 2,663 69 Total assets $ 2,663 $ 69 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities Accounts payable and accrued expenses $ 10,600 $ 9,352 Note payable - stockholder 79,525 52,025 Advances from stockholder - 518 Total current liabilities 90,125 61,895 Total liabilities 90,125 61,895 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 ( 87,962 ) ( 62,326 ) Total stockholders’ deficit ( 87,462 ) ( 61,826 ) Total liabilities and stockholders’ deficit $ 2,663 $ 69 See accompanying notes to condensed financial statements F- 1 SURFSIDE Acquisition INC. CONDENSED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Revenue $ - $ - $ - $ - General and administrative expenses 12,837 10,491 25,636 18,318 Loss from operations ( 12,837 ) ( 10,491 ) ( 25,636 ) ( 18,318 ) Net loss $ ( 12,837 ) $ ( 10,491 ) $ ( 25,636 ) $ ( 18,318 ) Weighted average common stock outstanding, basic and diluted 5,000,000 5,000,000 5,000,000 5,000,000 Net loss per share of common stock, basic and diluted $ ( 0.00 ) $ ( 0.00 ) $ ( 0.01 ) $ ( 0.00 ) See accompanying notes to condensed financial statements. F- 2 SURFSIDE Acquisition INC. CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT (Unaudited) For the Three and Six Months Ended June 30, 2022 Total Common Stock Accumulated Stockholders’ Shares Amount Deficit Deficit 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 ) For the Three and Six Months Ended June 30, 2023 Total Common Stock Accumulated Stockholders’ Shares Amount Deficit Deficit Balances - December 31, 2022 5,000,000 $ 500 $ ( 62,326 ) $ ( 61,826 ) Net loss - - ( 12,799 ) ( 12,799 ) Balances – March 31, 2023 5,000,000 500 ( 75,125 ) ( 74,625 ) Net loss - - ( 12,837 ) ( 12,837 ) Balances – June 30, 2023 5,000,000 $ 500 $ ( 87,962 ) $ ( 87,462 ) See accompanying notes to condensed financial statements F- 3 SURFSIDE Acquisition INC. CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended June 30, 2023 2022 Cash flows from operating activities: Net loss $ ( 25,636 ) $ ( 18,318 ) Adjustments to reconcile net loss to net cash used in operating activities: Accounts payable and accrued expenses 1,248 11,352 Net cash used in operating activities ( 24,388 ) ( 6,966 ) Cash flows from financing activities: Repayments of stockholder advances ( 518 ) - Proceeds from note payable - stockholder 27,500 10,105 Net cash provided by financing activities 26,982 10,105 Net change in cash 2,594 3,139 Cash - beginning of period 69 - Cash - end of period $ 2,663 $ 3,139 See accompanying notes to condensed financial statements F- 4 SURFSIDE Acquisition INC. NOTES TO CONDENSED FINANCIAL STATEMENTS June 30, 2023 (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 Securities and Exchange Commission (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. 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. 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 June 30, 2023, and December 31, 2022. 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- 5 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 June 30, 2023, and 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 stockholder 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 June 30, 2023, and December 31, 2022, 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 June 30, 2023, and December 31, 2022, the Company has 50,000,000 shares of common stock, par value of $ 0.0001 , authorized and 5,000,000 shares issued and outstanding. Note 4. Income Taxes As of June 30, 2023, and December 31, 2022, the Company has approximately $ 18,500 and $ 13,100 , respectively in gross deferred tax assets resulting from net operating loss carry-forwards of $ 88,000 and $ 62,300 , 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. F- 6 The difference between the tax provision at the statutory federal income tax rate on June 30, 2023, and December 31, 2022, and the tax provisions attributable to loss before income taxes is as follows: June 30, 2023 December 31, 2022 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. 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 June 30, 2023, and December 31, 2022, the amount due under the note payable was $ 79,525 and $ 52,025 , 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 accumulated deficit and total stockholders’ deficit of $ 87,962 and $ 87,462 , respectively, as of June 30, 2023. 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. F- 7