UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended June 30, ~~2024~~2025

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

For the transition period from ______ to ______

Commission file number 333-274532

NEXSCIENT, INC.

(Exact name of registrant as specified in its charter)

Delaware

7372

92-2915192

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

2029 Century Park East, Suite 400

Los Angeles, ~~California~~CA 90067

(Address of principal executive offices, including ZIP code)

(310) 494-6620

(Registrant’s telephone number, including area code)

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

Title of each class Trading Symbol Name of exchange on which registered ~~---~~Common ~~---~~Stock ~~---~~NXNT OTCQB

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☒☐ Emerging growth company ☐☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒.

As of September 30, ~~2024~~2025 there were 2021,~~421~~323,312 shares of common stock issued and outstanding, par value $0.001 per share.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information included in this Annual Report on Form 10-K and other filings of the Registrant under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as well as information communicated orally or in writing between the dates of such filings, contains or may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements in this Annual Report on Form 10-K, including without limitation, statements related to our plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from expected results. Among these risks, trends and uncertainties are the availability of working capital to fund our operations, the competitive market in which we operate, the efficient and uninterrupted operation of our computer and communications systems, our ability to generate a profit and execute our business plan, the retention of key personnel, our ability to protect and defend our intellectual property, the effects of governmental regulation, and other risks identified in the Registrant’s filings with the Securities and Exchange Commission from time to time.

In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “should,” “could,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of such terms or other comparable terminology. Although the Registrant believes that the expectations reflected in the forward-looking statements contained herein are reasonable, the Registrant cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither the Registrant, nor any other person, assumes responsibility for the accuracy and completeness of such statements. The Registrant is under no duty to update any of the forward-looking statements contained herein after the date of this Annual Report on Form 10-K.

TABLE OF CONTENTS

Part I		Page
Part II			Page
Item 1.	Business	4	3
Item 1A.	Risk Factors	11	16
Item 1B.	Unresolved Staff Comments	11	16
Item 2.	Properties	11	16
Item 3.	Legal Proceedings	11	16
Item 4.	Mine Safety Disclosures	11	16
Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	12	17
Item 6.	[Reserved]	14	19
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14	19
Item 7.A	Quantitative and Qualitative Disclosure About Market Risk	18	23
Item 8.	Financial Statements and Supplementary Data	~~F-1~~	23
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	19	24
Item 9.A	Controls and Procedures	19	24
Item 9.B	Other Information	19	25
Item 9.C	Disclosure Regarding Foreign Jurisdiction that Prevent Inspection	19	25
Part III
Item 10.	Directors, Executive Officers and Corporate Governance	20	26
Item 11.	Executive Compensation	25	32
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	26	34
Item 13.	Certain Relationships and Related Transactions, and Director Independence	26	35
Item 14.	Principal Accountant Fees and Services	28	36
Part IV
Item 15.	Exhibits and Financial Statements	29	37
Item 16.	Form 10-K Summary	29	37
		30
Signatures			38
Signatures

32 Table of Contents

PART I

Item 1. Business

~~The~~ Company Overview

Nexscient, Inc. (the “Company”) is ~~early-stage~~an ~~company~~emerging ~~engaged~~growth incompany ~~the~~focused ~~business~~on ofbuilding ~~developing~~ a ~~Software~~global ascollaborative anetwork ~~Service~~of ~~(SaaS) platform for commercialization that intends to exploit Industrial Internet~~AI-~~of-Things~~enabled ~~(IIoT),~~intelligent ~~Artificial~~enterprise ~~Intelligence~~solutions ~~(AI),~~ and ~~Cloud-computing~~ technologies tothrough ~~deliver~~internal andevelopment, ~~innovative~~synergistic ~~solution~~acquisitions, ~~for manufacturers~~ and ~~continuous~~capital ~~production~~investments ~~facilities~~ in ~~the~~companies ~~industrial~~involved ~~automation~~in ~~sector~~machine ~~that helps reduce equipment failures~~learning, ~~avoid~~artificial ~~unscheduled downtimes~~intelligence, ~~decrease equipment maintenance costs,~~ and ~~improve~~Industrial ~~overall~~Internet ~~equipment~~of ~~efficiencies. The~~Things ~~platform~~(IIoT) ~~is currently under development~~technologies.

~~Corporate~~The ~~History~~global market for AI-enabled enterprise applications is projected to grow significantly as companies pursue operational efficiencies, predictive capabilities, and ~~General~~digital ~~Information~~transformation. ~~about~~We ~~the~~believe ~~Company~~our platform will be well-positioned to participate in this growth by developing a scalable infrastructure and an integrated suite of applications designed to provide actionable insights for businesses seeking to improve operations, achieve differentiation in their markets, and enhance long-term relevance within their industries.

Our objective is to build a comprehensive platform that integrates enterprise applications and core business processes on an advanced AI technology foundation. By combining these capabilities, we aim to help enterprises unlock efficiencies, gain a competitive advantage, and address industry-specific challenges. Our intended solutions are designed to serve organizations operating in data-intensive and operationally complex environments, where the ability to capture, analyze, and act on information in real-time is increasingly crucial for maintaining competitiveness.

We intend to differentiate ourselves by focusing on industries and market segments that remain underpenetrated by AI solutions, despite their reliance on data, predictive analytics, and process optimization. Many of these sectors, including industrial operations, supply chain management, and other asset-intensive markets, represent opportunities where adoption has lagged but the potential benefits are significant. We believe this focus will enable us to capture niche opportunities where specialized solutions can command higher margins, particularly as broader AI adoption accelerates and commoditization increases across more mature sectors.

Corporate Information

Nexscient, Inc. was incorporated in the State of Delaware on March 14, 2023. Our fiscal year end is June 30. We are a development stage enterprise. Our principal office is located at 2029 Century Park East, Suite 400, Los Angeles, CA 90067. Our telephone number is (310) 494-6620 and our e-mail contact is info@nexscient.com. Our website can be viewed at nexscient.ai.

~~Addressing~~We ~~the~~intend ~~shortcomings~~to ofdevelop ~~most existing condition-based monitoring products on~~ the ~~market today,~~ Nexscient isIntelligent ~~taking~~Enterprise aSolution ~~unique~~(“Nexscient ~~approach~~IES”) ~~by developing a remote, continuous monitoring solution~~ as a ~~subscription-based~~comprehensive ~~service~~platform ~~-- one~~ that ~~not~~delivers ~~only~~insight, ~~will offer all of the benefits of condition-based monitoring diagnostic system through vibration and acoustic analysis~~intelligence, ~~but also will offer those benefits with (i) no upfront capital expense of equipment~~ and ~~software~~innovation ~~purchases; (ii) no need~~ to ~~update~~the ~~and~~business ~~maintain~~enterprise. We ~~and~~plan ~~update~~to ~~purchased~~assemble ~~diagnostic~~a ~~equipment~~digital ~~and~~ecosystem ~~software, (iii) no requirement for specialized training~~ of ~~maintenance~~enabling ~~personnel;~~enterprise ~~and~~technologies ~~(iv)~~by ~~no need for licensing~~developing, ~~maintaining~~acquiring, and ~~updating~~investing ~~software. From~~in aemerging ~~financial~~companies ~~perspective,~~that ~~our~~are ~~solution~~capitalizing ison ~~more~~machine ~~affordable~~learning ~~because it does not require upfront investment~~ and ~~shifts~~artificial ~~what~~intelligence ~~would~~(“AI”) ~~be a capital expenditure to an operating expense for the customer~~revolution. ~~For the Company, our business model provides a pathway to profitability through recurring stream of revenues that can be realized through a growing base of subscribers and subscriptions.~~

~~Business~~AI holds the promise of empowering computers to perceive and ~~Market~~understand ~~Summary~~the world around us, enabling the advent of products and services that previously would have been unimaginable and impossible with traditional code. Since AI learns from data, training it with the highest-quality data will produce the highest-performing outputs.

The Nexscient ~~represents~~IES ~~the~~platform ~~next-generation,~~takes ~~wireless~~as ~~condition monitoring solution that is robust, secure, and scalable, offering manufacturers and continuous-process facilities~~ a ~~powerful~~holistic ~~new~~approach ~~tool for not only reducing maintenance costs and protecting against potentially adverse conditions due~~ to ~~unexpected~~deliver ~~machine failures~~insight, ~~but also improving production schedules~~intelligence, ~~product quality~~ and ~~yield,~~innovation ~~and~~to ~~overall~~the ~~equipment~~business ~~efficiencies~~enterprise. ~~Having~~Nexscient ~~instant~~IES ~~access~~intends to ~~accurate~~offer ~~and~~businesses ~~timely~~data ~~information~~transformation ~~provides~~services ~~plant managers with a notable advantage in making front-end decisions~~ that can ~~improve~~achieve ~~return~~efficiencies onand ~~investment. Through~~enhance ~~its~~performance ~~subscription-based~~through ~~service,~~digital ~~Nexscient expects to offer increased visibility~~realization, ~~analytics,~~business ~~and~~process ~~continuous connectivity that not only provides an immediate solution to avert sudden machine failures~~agility, ~~but also enables actionable insights into machine health~~ and ~~recommends~~insight ~~adjustments for optimal performance. We intend to generate revenues initially from subscription fees~~ and ~~may generate additional revenues from premium service offerings as well as consulting services that may be offered directly to customers~~innovation.

~~The~~We ~~Industry/Marketplace~~intend to provide a comprehensive platform by integrating disparate technologies into a digital-ready ecosystem. Within our ecosystem, there will be a foundation of intelligent business applications connected to new and existing business operations, processes, and technologies.

~~The~~Our ~~maintenance~~focus ofis ~~manufacturing~~to ~~equipment~~identify ~~such~~and asintegrate ~~motors,~~synergistic ~~pumps,~~businesses ~~compressors,~~ and ~~other~~technologies ~~industrial~~into ~~machinery is experiencing~~ a ~~major~~global ~~shift~~collaborative asnetwork ~~new~~that ~~maintenance~~leverages ~~methods~~our ~~are~~collective ~~increasingly~~pool ~~being~~of ~~adopted~~knowledge ~~across~~and ~~the~~resources ~~industrial~~brought ~~sector. The~~together ~~emergence~~by ofour ~~‘Industry~~executive ~~4.0’~~management team and ~~Industrial~~partner ~~Automation is pushing~~ companies to ~~adopt~~provide ~~IIoT~~strategic ~~and~~guidance, AIoperational ~~into~~support, ~~their~~and ~~maintenance~~capital ~~practices~~resources needed to ~~achieve~~fuel ~~better outcomes from their operations~~growth.

~~Properly~~3 ~~managing~~Table ~~machine~~of health plays an increasingly important role for continuous process, asset-intensive manufacturers in reducing operational expenditure, achieving superior cost efficiencies and resource utilization, and is becoming the top driver for many companies to remain competitive. Efficient machine maintenance practices go a long way in improving factory floor operations and reducing unforeseen expenditures. Contents

Nexscient IES Platform

The penetration of artificial intelligence and machine learning across numerous industries will drive global market growth for enterprise applications. The increased allocation of cash by a large number of major participants would multiply the magnitude of the worldwide market boom. In this shifting landscape, startups have the chance to showcase the benefits of their innovations, demonstrate more potential for significant impact, and enjoy the flexibility that larger companies often lack -- by becoming part of a collaborative network of like-minded innovators, not just as a stopgap for these benefits but as a long-term destination that aligns with their desired growth and ambitions for success.

Management believes that there are significant opportunities for companies that exploit machine learning and AI to assist traditional businesses by using innovative approaches to create more efficient operations and markets. We intend to focus on emerging companies that can be incorporated into the Nexscient IES platform, operating in the following three domains:

Enterprise Applications

Enterprise applications are software solutions that integrate key operational aspects of entire organizations. By operationalizing AI, one can drive rapid, actionable insights for tangible business impact via enterprise-grade capabilities and solutions. Enterprises are investing in advanced analytics and machine learning solutions for its human-centric and cognitive capabilities, but practice and maturity still remain stagnant. Even as businesses take the plunge in AI adoption, they lack the governance structures and innovative systems to take full advantage of it. Our domain experience as an advanced analytics company and expertise in machine learning, data science, and engineering services help us go beyond possible for our partner companies. We help unlock the true potential of AI beyond adoption, we can enable long-term business transformation and enjoy short-term wins. Nexscient seeks opportunities that provide novel AI technologies and professional services to integrate, implement and support enterprise applications.

Business Process & Technology

Machine learning systems and artificial intelligence technologies are becoming ubiquitous across industries. However, 87% of machine learning (ML) and AI models never make it to production. Enterprises still face many challenges when it comes to scaling, automation, standardization, and cost-effectiveness of ML solutions. The lack of experienced ML teams, monitoring tools, and automated processes leads to poor development standards, duplication of efforts, and underperforming systems. Furthermore, ML projects implemented with sub-par standards expose enterprises to governance, security, and compliance risks.

AI Training Data & Transformation

We believe AI-enabled managed platforms that integrate automation with expert data operations services provide superior opportunities for data acquisition, curation and continuous monitoring. These capabilities are essential to augment large-scale, human-intensive data operations to effectively address a large and growing market of enterprises seeking high-quality data engineering services. We believe a hybrid approach of using AI technology that harnesses machine learning and deep learning techniques, in conjunction with human-powered data annotation and labeling services will deliver superior quality outcomes.

Network Infrastructure

Network infrastructure products and services include computing and communications tools that enable companies to deploy enterprise applications. Many companies do not have the infrastructures in place to support leading edge enterprise AI applications. Nexscient seeks opportunities which include network security products and services, companies that service the AI market, machine learning services that enable products that optimize existing investments in enterprise applications and infrastructure management solutions.

Table of Contents

~~Typically,~~The manufacturers allocate 40% of their operating budgets toward running critical equipment, with an additional 5-8% earmarked for maintenance of the same equipment. Any unexpected equipment failure, not only increases the cost of operations, but also adversely affects asset utilization levels and ultimately impacts productivity.Industry

~~Furthermore,~~Industrial ~~the~~revolutions ~~amount~~have ofcome ~~money~~along ~~that~~every ishundred ~~locked~~years upover inthe ~~spare~~past ~~parts~~few ~~and~~centuries—think ~~inventory~~mechanization ~~for~~and ~~repairs~~steam ispower in the ~~tens~~late of1700s, ~~millions~~mass ofproduction ~~dollars,~~in ~~because~~the ~~these~~late ~~parts~~1800s ~~often~~and ~~have~~computers ~~such~~in ~~unexpected~~the ~~failures~~late 1900s. ~~For~~And ~~example~~now, anjust ~~auto~~half ~~assembly~~a ~~factory~~century ~~can~~after ~~experience~~ the ~~ill~~start ~~effects~~ of ~~downtime~~the ~~misfortunes~~electronic ~~adding~~era, upis tothe ~~$22~~fourth industrial revolution,~~000~~ ~~per~~Industry ~~minute~~4.0 orhas ~~approximately~~introduced ~~$1.3~~the ~~million~~‘Age ~~every~~of ~~hour1~~Intelligence.’ ~~Likewise~~It blends global networks, anthe ~~average~~Internet ~~manufacturing~~of ~~plant~~things ~~can~~(IoT), ~~have~~artificial ~~downtime~~intelligence ~~costs~~(AI), ~~extending~~machine inlearning ~~the~~(ML), ~~vicinity~~predictive ofanalytics ~~5-20%~~and much more—and it’s transforming businesses. However, transformation requires more than technology.

~~The~~Enterprises ~~global~~are ~~predictive~~constrained ~~maintenance~~by ~~market~~a islack ~~expected~~of toinsight ~~grow~~or ~~from~~enterprise $5intelligence.66 Skill ~~billion~~shortages, ininadequate ~~2021~~tools toand ~~$64.25~~lack ~~billion~~of ~~by 2030~~experience, ~~witnessing~~continue ato ~~Compound~~inhibit ~~Annual~~transformation. When ~~Growth~~combined ~~Rate~~with ~~(CAGR)~~the challenge of ~~27.4%~~business ~~from~~process ~~2022~~complexity, toorganizations ~~2030,~~become ~~according~~rigid and unable to aconnect ~~market~~business ~~research~~applications ~~report~~with ~~published~~new bytechnologies ~~Next~~and ~~Move~~ultimately ~~Strategy~~unable ~~Consulting2. The~~to ~~major~~activate ~~factors~~insight, ~~fueling~~react ~~the~~to market ~~growth~~challenges, ~~include~~or ~~the~~innovate ~~increasing~~at ~~use~~speed ofand ~~emerging~~scale. An ~~technologies~~organization’s ability to ~~gain~~differentiate ~~valuable~~itself ~~insights,~~ and ~~growing~~lead ~~need~~markets tobecomes ~~reduce~~more ~~maintenance~~difficult ~~cost~~under ~~and~~these ~~downtime~~conditions. The culprits that hold back businesses include:

~~The~~· ~~global~~Process ~~predictive~~complexity ~~maintenance~~that ~~market~~degrades isboth ~~driven~~customer byexperiences ~~rising demand for smart factories~~ and isemployee ~~expected~~productivity; to· ~~register~~Lack ~~significant~~of ~~growth~~business ~~due~~insight needed to ~~technological~~innovate ~~advancement~~for ~~such~~industry asdifferentiation; ~~wireless technology~~ and ~~remote~~· ~~monitoring. Remote~~Inadequate ~~monitoring~~skills, istools ~~the most preferred monitoring process in continuous-process facilities that work continuously~~ and ~~are highly prone to flaws because it enables the operator to accurately collect data, which can be communicated immediately to all the concerned personnel~~focus.

~~Trends~~Businesses understand that the latest technologies and trends are crucial to maximizing competitive advantage. That’s one reason they’re spending vast sums to adopt them—an anticipated $1.8 trillion in 2024, up by 45% from 2023, according to IDC. However, only some of these efforts will succeed - others will fall short because they require more than technology. Without insight, intelligence, and innovation, businesses can get stuck in reactive modes.

~~The~~Enterprise ~~increasing~~AI advancements in efficiency and accuracy of machine condition monitoring equipment is resulting in growing demand for this equipment in several industries, as it maximizes machine productivity. Through effective condition monitoring, it is possible to virtually eliminate plant downtime resulting from unexpected machine failure. Condition monitoring facilitates planning of repairs during non-peak production hours. As an outcome of machine maintenance planning, the actual repair/maintenance work is more cost effective than the traditional way. Often, the overall effect of improved maintenance improves product quality.Market

~~Target~~Enterprise ~~Industries~~AI is the segment of the enterprise software market that incorporates artificial intelligence technologies, such as machine learning, understanding, and interacting, into applications to achieve a level of advancement that eventually surpasses human capabilities in the enterprise infrastructure. This technological advancement helps in the everyday activities occurring within a company such as automation of interactions combined with improvement in functional productivity with steady development in an organization’s structure. Enterprise AI deployment automates a variety of functions and interactions, enabling organizations to achieve improved operations and provide better customer support and personalized experiences. In addition, enterprise AI equips the organization’s vital applications through application programming interface (API) integrations.

~~Manufacturers~~The ~~and~~enterprise ~~continuous~~AI ~~process~~market ~~facilities~~size ~~using~~was ~~condition-based~~valued ~~monitoring~~at ~~can~~$10 bebillion ~~found~~ in ~~industries~~2023 ~~such~~and asis ~~(i)~~predicted ~~automotive~~to ~~manufacturing,~~reach ~~(ii)~~$270 ~~chemicals,~~billion ~~(iii)~~by ~~metals~~2032 ~~and~~with ~~mining,~~a ~~(iv)~~CAGR ~~oil~~of &37.87% ~~gas,~~from ~~(v)~~2024-2032. Growing ~~power~~demand &for ~~utilities~~enterprise ~~and~~AI ~~others,~~in ~~including~~various ~~(vi)~~industry ~~food~~verticals &including ~~beverage~~manufacturing, ~~(vii) cement~~healthcare, ~~(viii) paper & pulp, (ix) pharmaceuticals,~~ and ~~(x)~~automotive ~~semiconductor~~owing &to ~~electronics. Many~~its ofautomatic ~~these~~features ~~industries~~such ~~are~~as ~~under~~industrial ~~continuous~~robots, ~~pressure~~automated tovehicles, ~~improve performance in a competitive~~ and ~~cost-sensitive~~virtual ~~environment. Preventing~~reality ~~machine~~drives ~~downtime~~the inmarket ~~production lines is a top priority~~growth. ~~Ends users in these industries are increasingly adopting condition-based monitoring to help improve their competitive standing.~~

~~_____________________________~~AI Market Growth

1The ~~According~~substantial growth in AI creates tremendous market opportunities for emerging companies with novel technologies. The global AI market was valued at $146 billion in 2023 and is expected to agrow ~~research~~to ~~study~~$1,812 ~~conducted~~billion by ~~Nielsen~~the ~~Research~~end inof ~~2006~~2030, ~~following~~with ~~survey~~a CAGR of ~~101~~over ~~manufacturing~~38% ~~executives~~between in2024 and 2030. The major drivers for this increase include the ~~automotive~~adoption ~~industry.~~of ~~https://news~~AI technologies across multiple industries, as well as advancements in algorithms and infrastructure.~~thomasnet.com/companystory/downtime-costs-auto-industry-22k-minute-survey-481017~~

2The ~~Globe~~market ~~Newswire~~is ~~https://www~~expected to see continued innovation and expansion over the next decade, with AI becoming an increasingly integral part of many business operations.~~globenewswire.com/en/news-release/2022/08/24/2503654/0/en/Global-Predictive-Maintenance-Market-~~ With this growth, we are seeing a rush of new market entrants (startups) seeking to capitalize on this opportunity—many of which house brilliant minds, brimming with innovative ideas for AI-~~Generate-USD-64-25-Billion-by-2030-States-~~enabled technologies, products, and services embarking on a~~-New-Report-by-Next-Move-Strategy-Consulting~~ journey to build new enterprise.~~html~~ But many of these aspiring companies struggle to commercialize their ideas because they have difficulty accessing capital and strategic guidance, among other things.

Table of Contents

~~Geographic~~Market ~~Locations~~Opportunity

~~North~~Companies ~~America~~across ~~dominated~~industry ~~the~~verticals ~~market~~seek into ~~2022,~~develop ~~accounting~~AI-based applications for ~~over~~an ~~36%~~ever-increasing ~~share~~number of ~~the~~use ~~global~~cases, ~~revenue3. The~~such ~~U.S.~~as self-driving cars, medical diagnostics, surveillance systems, digital assistants, and ~~Canada~~chatbots to name a few. Unlike traditional computer applications that are ~~slated~~coded using computer languages to ~~provide~~perform ~~promising~~functions, ~~growth~~AI ~~opportunities~~applications ~~against~~are ~~bullish~~trained ~~demand~~with ~~from~~large ~~power~~quantities ~~generation,~~of ~~aerospace,~~data. These ~~oil~~applications &learn ~~gas~~by processing data through high-performing AI algorithms and in order for these algorithms to perform accurately, ~~marine~~they must be trained on large amounts of high-quality data. CubicShift seeks to become a leading data engineering company, helping data scientists with their most complex and ~~food~~mission-critical &data ~~beverages~~preparation ~~industries~~tasks.

The ~~trend~~AI ~~for~~data ~~vibration~~training ~~monitoring~~market ~~has~~is ~~become~~estimated ~~pronounced~~to ~~for~~be ~~oil~~$12.7 ~~condition~~billion ~~monitoring~~ in ~~the~~2024, ~~oil~~projected ~~and~~to ~~gas~~grow ~~platform~~at ~~machinery~~a ~~lubricants. The~~CAGR ~~rapid~~of ~~growth~~22% into ~~the~~reach ~~energy~~$92.4 ~~sector~~billion asby ~~well~~2034,1 asessentially ~~technological~~proxying ~~advancements in manufacturing sector spurred~~ the ~~demand~~enormous ~~for~~growth ~~condition-based~~expected ~~monitoring~~ in ~~other~~AI ~~countries. Also,~~system ~~the~~spending ~~rising~~overall ~~need~~($632 ~~for~~billion ~~effective~~by ~~scheduling~~2028, ofa ~~machine~~29% ~~maintenance~~CAGR asover ~~well~~the as2024-2028 ~~prediction~~forecast ~~of equipment failure across major industries~~period).2. Similarly, ~~namely manufacturing, oil and gas and construction, are~~ the ~~major~~global ~~factors~~data ~~behind~~annotation ~~North~~tools ~~America’s largest~~ market ~~share. Manufacturers~~was ~~and~~valued ~~continuous~~at ~~process~~$2.02 ~~facilities~~billion ~~using~~in ~~condition-based~~2023, ~~monitoring~~and ~~can~~is ~~also~~projected beto ~~found~~reach in$23.11 ~~(i)~~billion ~~Asia~~by ~~Pacific~~2032, ~~(ii)~~which ~~Europe,~~is ~~(iii)~~a ~~Latin~~CAGR ~~America,~~of ~~and (iv) Middle East/North Africa~~31.1%.3

~~Operational~~AI &Data ~~Financial Benefits~~Preparation

ByData ~~leveraging~~teams ~~the~~at ~~power~~some of ~~low-power~~the ~~sensor,~~largest ~~edge~~technology ~~processing,~~companies ~~secure~~are ~~wireless~~accelerating ~~connectivity,~~development ~~and~~of ~~Cloud~~generative ~~computing~~AI technologies, wethat ~~intend~~produce tohigh ~~develop~~quality antext, ~~easy-to-use~~code, and ~~affordable~~images ~~solution~~in ~~that~~response ~~helps~~to ~~continuous~~user ~~process~~prompts. At their core, ~~industrial~~they ~~facilities~~rely ~~improve~~upon ~~uptime~~large ~~and~~language ~~reliability~~models (LLMs), ~~and~~which ~~optimize~~use ~~total~~deep ~~cost~~neural networks (an artificial intelligence architecture) with billions of ~~operations~~parameters and ~~maintenance. Continuous~~requires ~~condition~~massive ~~monitoring~~amounts ~~can~~of ~~help~~training ~~manufacturers~~data ~~automate~~to encode the ~~entire~~essence ~~orchestration~~ of ~~events–from~~human ~~sensing~~language. They ~~performance~~require ~~data,~~fine-tuning ~~updating~~through ~~critical~~supervised ~~systems~~learning and ~~predicting~~reinforcement ~~breakdowns~~learning from human feedback (RLHF) to ~~alerting~~render ~~appropriate~~them ~~personnel~~suitable for specialized tasks and ~~triggering~~domains, ~~schedule~~to ~~repairs–with~~control ~~regard~~hallucinations (models have a tendency to ~~equipment~~make ~~maintenance~~up things), and to minimize the risk of generating unsafe or biased results. ~~This~~In ~~makes~~addition, ~~continuous~~companies ~~condition~~across ~~monitoring~~industry averticals ~~compelling~~are ~~proposition~~seeking to develop AI-based applications for ~~modern~~an ~~industrial~~ever-increasing ~~facilities~~number ~~seeking~~of touse ~~improve~~cases ~~equipment~~such ~~productivity~~as self-driving cars, surveillance systems, automated medical diagnostics, digital assistants, chatbots, content moderation, robotics, fraud detection and ~~cost~~contract ~~competitiveness~~review.

~~Our~~The ~~Products~~problem is that many projects fail, stall or perform inadequately because data teams are unable to perform the complex and ~~Services~~resource-intensive data preparation tasks necessary to properly train, tune, and operationalize AI models. Preparing high-quality data takes up 80% of the time for most AI and machine learning projects. Data preparation includes data annotation (which is estimated to take up 25% of the time) and data transformation (which includes data identification, aggregation, cleansing and augmentation) is estimated to take 55% of the time). Moreover, many data teams within these organizations lack the technology and resources to perform data annotation and transformation tasks and identify lack of data or quality issues with data as a bottleneck in the adoption of AI. Thus, many data teams seek external partners to perform data preparation functions, at scale. Furthermore, as AI projects become more specialized, also introducing concerns over privacy and security, data preparation becomes increasingly more complex, requiring deep domain knowledge and an infrastructure where data security is assured.

We ~~are~~intend ~~developing~~to awork ~~Software~~with astechnology acompanies ~~Service~~to ~~(SaaS)~~enable, ~~platform~~accelerate ~~that~~or ~~intends~~enrich tothe ~~exploit~~services ~~Industrial~~they ~~Internet-of-Things~~deliver ~~(IIoT),~~to ~~Artificial~~end ~~Intelligence~~users (around generative AI) foundation models that support autonomous vehicles, facial recognition, legal research and ~~Cloud-computing~~medical ~~technologies~~diagnostics, to ~~deliver~~name ana ~~innovative~~few. ~~solution~~We ~~for~~believe ~~manufacturers~~our ~~and~~contemplated ~~continuous~~Nexscient ~~production~~IES, ~~facilities~~coupled with acquired capabilities in ~~the~~collecting ~~industrial~~and ~~automation~~annotating ~~sector~~data ~~that~~at ~~helps~~scale ~~reduce~~with ~~equipment~~consistency ~~failures~~and high accuracy, ~~avoid~~will ~~unscheduled~~contribute ~~downtimes,~~meaningfully ~~decrease~~to ~~equipment~~the ~~maintenance~~advancement ~~costs,~~of AI and ~~improve~~our ~~overall~~emerging ~~equipment~~business ~~efficiencies~~as a leading provider of data transformation services.

WeAI ~~are~~Model inDeployment ~~the process of preparing the software development~~ and functional requirements documentation that will be delivered to an outsourced third-party software development firm upon executing a software development agreement. While we have not yet engaged any software development firm, we are in the process of evaluating qualified potential candidates.Integration

~~When~~We ~~complete,~~believe ~~the~~that ~~Nexscient~~over ~~predictive~~the ~~maintenance~~next ~~platform intends to offer a simple~~decade, ~~cost-effective~~almost ~~solution~~all ~~for~~industries ~~continuous~~will ~~monitoring~~experience ofa ~~rotating~~fundamental ~~machinery. Nexscient~~shift ~~strives~~due to ~~become~~high-performing ~~the~~AI ~~next-generation,~~models. The ~~wireless~~current ~~condition~~pace ~~monitoring~~of ~~solution~~AI ~~that~~innovation is ~~robust,~~accelerating ~~secure~~ and ~~scalable,~~algorithms ~~offering manufacturers~~ and ~~continuous-process~~techniques ~~facilities~~used atoday ~~powerful~~will ~~new~~likely ~~tool~~be ~~for,~~obsolete ~~not~~in ~~only~~the ~~reducing~~coming ~~maintenance~~years. Many ~~costs~~enterprises ~~and~~seek ~~protecting~~solutions ~~against~~that ~~potentially~~require ~~adverse~~intensive ~~conditions~~text ~~due~~data toprocessing ~~unexpected~~and ~~machine~~analytics. For ~~failures~~these businesses, ~~but~~in ~~also~~addition ~~improving~~to ~~production~~deploying ~~schedules,~~and ~~product~~integrating ~~yield~~AI ~~and~~models, ~~overall~~we ~~quality. Having~~intend ~~instant~~to ~~access~~provide toa ~~accurate~~range ~~real-time~~of data ~~provides~~engineering ~~plant~~support ~~managers~~services ~~with~~including adata ~~notable~~transformation, ~~advantage~~curation, inconsolidation, ~~making~~extraction, ~~front-end~~hygiene, ~~decisions~~and ~~that can improve return on investment~~compliance.

~~AI Analytics~~ _______________________

~~Our~~1 ~~platform~~Data ~~incorporates~~Labeling aSolution ~~combination of rule-based logic~~ and ~~machine~~Services ~~learning/AI to achieve a short- and long-term view of the machine’s health. We use machine learning/AI analytics to carefully monitor~~Market, ~~diagnose~~FactMR ~~and relay changes to a machine’s health status to designate personnel at the first sign of developing issues along with actionable insights~~(Apr. ~~Our~~ ~~continuous machine monitoring service, will not only send notification alerts with detailed malfunction analysis, but will also recommend corrective actions.~~ 2024)

~~_____________________________~~2 Worldwide Artificial Intelligence Systems Spending Guide, IDC (Aug. 2024)

3 ~~“Machine~~Data ~~Condition~~Annotation ~~Monitoring~~Tools Market ~~Size~~, ~~Share~~Astute ~~& Trends Analysis Report~~Analytica, ~~2023 - 2030”, Grand View Research, 2022, https://www~~(Nov.~~grandviewresearch.com/industry-analysis/machine-condition-monitoring-market-report~~ 2024)

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~~The~~We ~~AegisOne~~intend ~~Prescriptive~~to ~~Maintenance~~develop ~~System~~custom AI models, where we select the appropriate algorithms, tune hyperparameters, train and validate models. We also intend to help businesses fine-tune their custom versions of our proprietary models and third-party foundation models to address domain-specific and customer-specific use cases. Consequently, these enterprises are expected to benefit from the short time-to-value and high economic returns realized from our value-added AI solutions and platform.

~~Nexscient’s~~Products ~~AegisOne Prescriptive Maintenance System leverages the latest IIoT technology with edge processing, machine-learning/AI algorithms,~~ and Cloud computing infrastructure to collect, diagnose and transmit critical information about machine health and performance. Designed as a scalable, stand-alone service, Nexscient does not depend on integration with any control or IT system (i.e., SCADA, CMMS, MES, ERP, etc.)* for its data source. Services

~~Figure:~~We ~~Fundamental~~intend ~~processes~~to inprovide ~~Nexscient’s~~a ~~AegisOne~~range ~~Prescriptive~~of ~~Maintenance~~solutions ~~System~~ and platforms for solving complex data challenges that companies face when they seek to obtain the benefits of AI systems and analytics platforms.

~~Collect:~~Intelligent Sensors externally attach to the outer casing of the equipment being monitored and data is collected via three on-board sensors: vibration and temperature. Collected data is processed and wirelessly transmitted to a secure gateway, which makes the information available in the Cloud for analysis and viewing via a Web browser or mobile device. Automation

~~Analyze: Our~~Enterprises ~~Cloud-based~~are ~~software~~increasingly ~~uses~~looking ~~rule~~to re-~~based~~invent ~~logic,~~business ~~which~~processes ~~incorporates~~to ~~domain-level~~take ~~expertise~~advantage toof ~~effect~~advancements ~~immediate~~in ~~actionable~~AI ~~insights~~and machine learning, computing, and ~~corrective~~storage. Many ~~recommendations~~seek ~~without~~easier ~~the~~ways ~~reliance~~these ~~upon~~advanced acapabilities ~~large~~can ~~historical~~be ~~data~~trained, ~~set~~deployed, and leveraged. ~~Raw~~For ~~signal~~clients with critical business processes that involve documents, images, text, emails and ~~temperature~~other unstructured data, ~~collected~~we ~~from~~plan ~~the~~to ~~sensors~~deploy isa ~~stored~~range inof ~~the~~technologies, ~~Cloud~~including AI and ~~made~~robotic ~~available~~process onautomation ~~demand~~(RPA), ~~for~~to ~~deeper~~eliminate ~~analysis~~repetitive ~~and~~tasks, ~~engineering~~automate ~~assessments~~where possible, ifspeed ~~desired~~up operations, and shift internal talent to creative and analytical work. We intend to provide intelligent automation for an increasing diversity of complex functions.

~~Diagnose: In~~Nexscient ~~conjunction,~~IES ~~our~~Comprehensive advanced machine learning/AI algorithms and analytics combine streaming data with historical information to learn, diagnose, and deliver long-term assessments, such as root cause analysis and estimate remaining useful life. Approach

~~Execute:~~Companies ~~Resulting~~across ~~actionable~~industries are increasingly adopting digital technologies to advance toward becoming intelligent enterprises. However, digital transformation can be complex, requiring significant investment of time and resources. Nexscient’s approach is to provide a comprehensive platform designed to reduce this complexity and improve the likelihood of successful outcomes. ~~are~~By ~~pushed~~assembling a digital ecosystem that integrates technology expertise, business process breadth, and industry insights, our platform is intended to ~~personnel~~offer asenterprises ~~smart~~greater ~~notifications~~efficiency, cost-effectiveness, and ~~made~~adaptability. ~~available~~The ~~for~~Nexscient ~~viewing~~IES inplatform anis ~~intuitive~~designed ~~user~~to ~~interface~~deliver ~~accessible~~industry-specific ~~through~~configurations ~~any~~that ~~secure~~can ~~Web~~accelerate ~~browser~~integration, streamline operations, and support improved business performance, helping organizations achieve measurable value from ~~anywhere~~their indigital ~~the~~transformation ~~world~~initiatives.

~~Competition~~By leveraging a comprehensive platform rather than relying on multiple off-the-shelf applications, enterprises can reduce redundancies, lower integration costs, and streamline operations. Our platform incorporates cognitive capabilities that adapt to the specific needs of different industries, enabling organizations to replace fragmented solutions with a unified framework. This approach is designed to deliver greater cost-effectiveness and improved business outcomes by enhancing decision-making, accelerating deployment, and aligning digital investments more closely with strategic objectives.

WeNexscient ~~compete~~IES with an array of established and emerging vendors of condition-based monitoring products and services and IIOT-equipped devices. As organizations increasingly embrace predictive maintenance, IIoT and other new industrial automation technologies, an increasing number of companies offering machine monitoring products and services could result to fill the growing demand. The introduction of new technologies and market entrants will continue to fuel an intense competitive environment as companies seek solutions to predicting equipment failures and maintaining equipment performance. Our competitors include condition-based monitoring equipment vendors, diversified diagnostic equipment and services vendors, and providers of machine monitoring products that compete with some of the features present in our solution such as Fluke, Emerson Electric Co. (NYSE: EMR), and Augury, Inc. We compete based on several factors, including product functionality; scope of offerings; performance; brand, reputation, and customer satisfaction; ease of implementation, use and service; price, scalability, reliability, and security. We believe that we will compete favorably with respect to these factors and will become well positioned as an emerging provider of predictive maintenance solution, data analysis, and professional services.Principles

~~_____________________________~~The Nexscient IES platform is premised on three fundamental principles: (i) digital realization, (ii) business process agility, and (iii) insight and innovation.

*SCADA:Digital ~~Supervisory Control and Data Acquisition; CMMS: Computerized Maintenance Management System; MES: Manufacturing Execution Systems; and ERP: Enterprise Resource Planning.~~Realization

The intelligent enterprise depends on more than technology. It requires the right skills, culture and tools within the organization, as well as the right partnerships. The use of smart technologies, for example, requires a partner that’s trained and motivated to use them. That partner must be equipped with the right digital tools, including business processes to accelerate transformation. The partner chosen to facilitate the realization must be fully trusted—and worthy of that trust. Given the inevitable risk in any major technology endeavor, a business that aspires to be an intelligent enterprise can afford no less.

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~~Contract~~Business ~~Manufacturers,~~Process ~~Strategic Partners and Suppliers~~Agility

WeAging ~~expect~~business toprocesses ~~outsource~~are ~~the~~stumbling ~~manufacturing~~blocks offor ~~the~~creating ~~sensors~~great tocustomer ~~third-party~~experiences ~~contract~~and ~~manufacturers,~~employee ~~which~~engagement. The weintelligent ~~may~~enterprise ~~heavily~~can ~~rely~~overcome ~~upon~~this obstacle by creating operations and solutions that enable customers and employees to overcome complexity. WeA ~~are~~key ~~also~~element ~~exploring~~in ~~other~~business ~~potential~~process ~~joint~~agility ~~venturing~~is ~~options~~simplifying business processes and delivering them with ~~suppliers~~an ofeye ~~sensors,~~toward inindustry-specific ~~addition~~requirements, toinsight aand ~~contract~~cultural ~~manufacturer~~alignment. The ~~Company~~industry ~~believes~~focus ~~that~~is ~~strategic~~crucial ~~partnerships~~to ~~with~~meeting ~~contract~~the ~~manufacturers~~distinctive ~~and~~needs ~~suppliers~~of ~~will~~customers beand aemployees ~~major~~in ~~component~~each ofmarket and the ~~Company’s~~intelligent ~~operating~~enterprise ~~strategy~~needs ~~and~~to ~~path~~handle tothe ~~success~~higher-order tasks. ~~Currently~~ For example, CRM and ERP projects still focus too much on replicating the ~~Company~~complexity ~~has~~of noprevious ~~existing~~systems ~~agreements~~for inthe ~~place~~sake ~~with~~of ~~such~~matching ~~contract~~unique ~~manufacturers~~industry or client-specific requirements. Intelligent enterprises could, ~~suppliers~~instead, orleverage ~~joint~~the ~~venture~~standard ~~partners~~application from the cloud and adopt industry best practices for business processes to match the “last mile” functionality requirements. Simplification is the goal and the cloud delivery model for enterprise applications contributes to making it a reality.

~~Operations~~Insights & Innovation

WeSystems ~~intend~~of intelligence and technology advancement are key to ~~continue~~enabling ~~development~~enterprises ofto ~~our~~innovate ~~AegisOne~~at ~~Prescriptive~~scale ~~Maintenance~~and ~~System~~speed—and to disrupt their markets. We This ~~expect~~requires ~~continued~~integration ~~growth~~with the latest advancements in ~~the~~artificial ~~number~~intelligence, machine learning, automation, Internet of ~~cloud~~things, ~~and~~virtual ~~SaaS~~reality/augmented ~~operations~~reality, ~~experts~~among others. To achieve this, enterprises need access to ~~further~~world-class ~~our~~skills, ~~goal~~insight ofinto ~~delivering~~new ~~the~~technologies ~~best~~and cross-industry experience ~~for~~at ~~our~~a ~~AegisOne~~global ~~customers~~level. ~~Accordingly,~~ The ~~personnel~~holistic ~~related~~approach ~~costs~~should ~~within~~infuse ~~our~~deeper ~~SaaS~~intelligence ~~development,~~at ~~predictive~~all ~~maintenance~~levels ~~platform,~~of ~~sales~~the enterprise, ~~and~~from strategy through operations. It ~~teams,~~should ~~will~~go ~~increase~~beyond application silos to identify connected information anywhere in ~~line~~the ~~with~~enterprise ~~our~~but ~~projected~~should ~~ARR~~be well-grounded in change management and ~~service~~user-adoption ~~revenue~~practices. To ~~model~~predict and lead markets is a key aspiration for business leaders and without intelligence, insight and innovation the business will be reactive at best.

Nexscient IES Process Flow

Our robust and scalable platform intends to exploit Intelligent Enterprise, Artificial Intelligence (AI), and Cloud-computing technologies to deliver an innovative solution for companies that helps improve business processes, avoid unscheduled downtimes, decrease equipment maintenance costs, and improve overall production efficiencies. Creating an intelligent enterprise solution involves several advanced technologies and analytic techniques that deploy neural networks, deep learning, machine learning and predictive analytics:

	·	Descriptive Analytics: This component generally provides a dimensional view of business performance. It collects and reveals present and historical data on an organization’s operating metrics such as revenues, customers, costs, operational KPIs, and other financial information, among other things. Then, this data is processed through predictive analytics.

	·	Predictive Analytics: As the name suggests, this technique will tell us what will happen next by using past experiences. With the application of several techniques in data science, such as clustering classification and regression, we’ll be able to answers questions like which product a customer will buy next or which equipment needs attention or even predict when it’s likely to fail. This information is further processed through cognitive analytics.

	·	Cognitive Analytics: This analytic technique involves applying human-like intelligence to a particular task for understanding, not only the words of information, but also the underlying context. It brings together several intelligent technologies that involve artificial intelligence algorithms, cognitive computing, and a number of machine learning technologies such as neural networks and deep learning.

	·	Prescriptive Analytics: This technique will help uncover actionable insights, that is, the best set of actions for a given situation by prescribing proper recommendations. It brings together several intelligent techniques such as neural networks, deep learning, and several other AI algorithms.

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Nexscient IES Framework

At its core, the Nexscient IES platform breaks down the barriers between siloed applications and unifies business processes into one platform so they work seamlessly together to help run the enterprise’s business in the cloud, while delivering end-to-end support that integrates the entire ecosystem. The Nexscient IES framework integrates enterprise applications and business processes on an advanced technology platform within a scalable infrastructure to deliver transformative results. The key components within this framework include:

	·	Enterprise Applications: Includes various enterprise applications that offer solutions for customer experience, inventory and supply chain management, manufacturing and asset management systems. May include vertical solutions from organizations and partners that utilize industry best practices to extend their current business model via industry cloud.

	·	Business Process Intelligence: Includes business network and process intelligence, cloud-based solutions that allow all organizations to connect all their trading partners into a single directory and streamline their supply chain operations. Business process intelligence solutions enable organizations to analyze the performance of their business processes and then back the process insights into preferable actions to help drive digital transformation.

	·	Business Technology Platform: This platform comprises technology solutions such as database and data management, analytics, application development and integration, and intelligent technologies. It provides organizations with a capability in which they can build, manage, deploy, and connect data and business processes on one interconnected platform.

	·	Scalable Network Infrastructure: Provides the infrastructure to host applications in the data centers or one of the hyper-scalers, such as Amazon AWS, Microsoft Azure, and Google Cloud platform. It supports agility and scalability while reducing cost of ownership.

Nexscient IES Platform Benefits

The Nexscient IES platform can provide the following key benefits:

	·	Visibility: removal of barriers to more data and process integration; the ability to join the organization’s ecosystem and integrate its software environment for maximum transparency, case of access, and on-demand access, analysis, and reporting in support of advanced pattern recognition on data, process minimization, proper decision making, and innovation.

	·	Focus: the ability to strengthen insights derived from improved visibility to model possible outcomes more effectively and create efficient and better use of resources, capital, and labor.

	·	Agility: capacity for swift, strategic, and value-focused responses to rapid changes in the supply chain, marketplace, or the organization itself.

	·	Efficiency: real-time data analytics and agility allow businesses to address ever-changing markets by adjusting operations efficiently during market fluctuations. Continuously collected and analyzed data provides insights and recommendations for automated business processes that can increase productivity, improve efficiency, and reduce costs.

	·	Innovation: integrated into team structure for efficient collaboration and customer-centric solutions, with high level of confidence from data-driven solutions, collaboratively assembled and customer approved.

	·	Customer-Centric: customer-focused solutions are realized with proper techniques and tools to accurately obtain data and gear that information based on customer needs, and integrated into the foundation of the intelligent enterprise.

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Our Growth Strategy

We believe we are living in a transformative era—one in which artificial intelligence is rapidly becoming the “brain” behind our computers, robots, and vehicles. AI is no longer a futuristic concept; it is being embraced by thousands of enterprises to deliver products and services that would have been unimaginable using traditional software development methods.

Unlike conventional programming, AI systems learn by analyzing massive amounts of data—essentially writing their own logic. In this context, the adage “garbage in, garbage out” has never been more relevant. Success in AI hinges on a data-centric approach that prioritizes the consistent collection and precise annotation of high-quality data. This will ultimately determine which organizations lead—and which are left behind.

Our growth strategy is rooted in our deep expertise in delivering high-quality data. We are focused on serving large, fast-moving, and rapidly expanding markets centered around the development and commercialization of advanced AI systems and enterprise-scale deployments. Our solutions and contemplated platforms are built on a foundation of cutting-edge technology, skilled domain experts, and a relentless commitment to data integrity—supported by anticipated investments in AI and machine learning R&D.

We intend to shift the focus from “services” to “solutions” and introduce AI data operations-as-a-service offerings. We differentiate “solutions” from “services” by the extent to which they are technology-enabled, repeatable, and address generalized requirements. Solutions and SaaS products should result in revenue that produces relatively higher recurring margins.

To execute our strategy, we plan to strengthen our leadership team by recruiting senior executives in product management and technology, expanding our direct sales force, refreshing our brand messaging and visual identity, and bolstering our digital marketing and product engineering capabilities. Looking ahead, we plan to drive further operational efficiencies by simplifying our business—continuously evaluating product and service selections and assessing each asset's alignment with our mission and strategic objectives. We believe that as revenue scales, our business model is designed to deliver operating income growth at a rate that significantly outpaces revenue growth.

Key elements of our growth strategy include:

Driving New Customer Acquisition

We believe we are still in the early stages of penetrating our addressable markets. We intend to pursue new long-term, strategic customer relationships, especially with customers with large and growing commitments to AI innovation, where we can deliver a wide range of our capabilities and have meaningful impact. We are focused on hiring and retaining sales talent and building a data-driven sales organization. We believe that our current organization is operating well and will likely enable us to achieve our near-term growth targets.

Expanding Relationships with Customers

We intend to “land-and-expand” services within customer accounts. By initially engaging with a specific line of business and addressing targeted use cases, we intend to deliver measurable value that earns trust. As a result, we expect customers to expand their engagement with us—broadening the number of use cases and extending our solutions across additional business units.

Continue to Develop New Capabilities

We intend to develop new capabilities designed around emerging customer needs and advances in AI technologies. We intend to develop additional charter customer relationships, by enhancing our relationship with companies to co-develop an AI-enabled platforms.

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Continuing to Innovate

We believe that our ability to innovate will continue to be an important contributor to our growth and market traction. We intend to work closely with our customers, assessing their requirements for enhancements to our existing capabilities and new capabilities with the goal of better serving them. We have well-defined roadmaps for our contemplated AI platforms which will introduce new features and functions that will enable us to generate growth by broadening the appeal of our platforms to potential new customers as well as increasing the opportunities for further expansions with existing customers.

Competition

We operate in a highly competitive landscape that includes both specialized AI data service providers and large-scale IT services firms. Key competitors across industry verticals include Appen, CloudFactory, Surge AI, Innodata, Invisible Technologies, Turing, DefinedCrowd, Deepen.ai, Telus, Samasource, and Scale AI—several of which are well-established players with significant market presence. In addition, we compete with global technology service providers such as Cognizant Technology Solutions, EXL, Genpact, Infosys, and Tata Consultancy Services. We intend to differentiate ourselves by delivering high-quality, cost-effective solutions that leverage our proprietary platforms, robust IT infrastructure, our management’s global domain expertise, and operational efficiencies.

Sales and Marketing

We ~~will~~intend to sell our services through a direct inside sales team, a direct field sales team and indirect channel partner relationships. Teams will be designed to efficiently sell to organizations of all sizes and will initially focus on new customer acquisitions. As we expand, they will pursue, up-selling and cross-selling opportunities of new offerings to existing customers. We plan to leverage the uniqueness of our solution to create brand preference and build a strong sales pipeline while cultivating customer relationships to help drive revenue growth efficiently and effectively. Our most important marketing goal as aan ~~start-up~~emerging growth company is to establish product and brand awareness with customers in each target market. The way we go about this task will vary from one target market segment to another.

Direct Sales

Teams will be organized by geography as well as by target organization size. The inside and field sales teams will focus on small and middle-market transactions, while larger or more complex transactions will be handled by highly trained sales consulting engineers to help define customer use cases, manage solution evaluations, and train channel partners. Our sales force will work directly with, and be involved in sales to, substantially all of the end customers of our channel partners and we may sometimes engage a channel partner solely to assist with finalizing a purchase if for example the customer is working on broader software initiative with that channel partner. As growth allows, we intend to invest in a dedicated sales team focused on U.S. federal, state, and local government entities.

Channel Partners

We will focus efforts to partner with ~~condition-based~~enterprise ~~monitoring~~applications ~~test equipment and analysis software~~ suppliers. We will emphasize our products' potential as an additional source of revenue for them with recurring monthly revenues; this should make our product very desirable as part of their product lines. By solidifying these partnership agreements, we will also enable cross-marketing back into the consumer market through their sales forces' efforts and their advertising, increasing our sales efforts nationwide without the expense of additional personnel to cover the entire U.S. We believe that once partnered with these companies, our channel market partners (resellers) will advertise the Nexscient and Nexscient IES system as new features in their traditional outlets, primarily print advertising and in-house POS material, in order to increase mutual sales and brand awareness, benefiting both organizations.

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Marketing

We will focus our marketing efforts on increasing the strength of the ‘~~AegisOne~~Nexscient’ brand, communicating product advantages and business benefits, generating leads for our sales teams and channel partners while driving product adoption. We will deliver targeted content to demonstrate our ~~prescriptive~~intelligent ~~maintenance~~enterprise solutions platform and use digital advertising methods to deliver opportunities to our sales teams. We will engage with existing customers to provide education and awareness to promote expanded use of our software and services. We will work with our own researchers, as well as the broader ~~reliability~~AI data engineering and data science community, to share important information through the online community, social media, and traditional public relations.

We11 ~~also~~Table intend to market to businesses through traditional sales efforts, such as advertising in trade journals and publications and establishing a presence at select trade shows geared towards businesses in our market segment. For the larger companies we target, we will offer the free use of our service for a limited time, to prove their efficacy in controlling maintenance costs and averting potential equipment failures, in order to penetrate and gain market share in this segment. We believe once reliability engineers and senior management of these businesses experience the rapid installation of the system, which is virtually plug-n-play and requires no integration with existing IT systems; experience the easy-to-understand tools and user interface without specialized training; and feel more in control of the health and performance of their equipment while realizing notable savings in equipment maintenance costs; all with no upfront costs, they will understand the value of Nexscient.Contents

~~Service~~We also intend to market to businesses through traditional sales efforts, such as advertising in trade journals and ~~Support~~publications and establishing a presence at select trade shows geared towards businesses in our market segment. For the larger companies we target, we will offer the free use of our service for a limited time, to prove their efficacy in order to penetrate and gain market share in this segment.

We believe, as a value-add, we must be able to sell a support option in order to accommodate certain customers. The AegisOne system, while very easy to install and facilitate, will be better received if we offer (fee-based) consulting services for our larger clients, such as our channel sales partners and large corporate accounts. Simplifying the understanding and implementation of our system will help encourage the daily use and sales efforts of our product, while generating additional revenues for Nexscient, our channel market resellers while increasing the ROI for our investor/partner(s). Trends

In the Age of Intelligence, the Nexscient IES platform can enable businesses to bolster their market potential through digital realization, empowering them with process agility, activating insight, and promoting innovation. The Nexscient IES platform marshals intelligent business applications to help companies gain insights, take predictive actions, and lead respective markets. Within the Nexscient IES platform, these intelligent business applications use data and intelligence to capture new business opportunities and enable better decisions at all levels of an organization.

The key business enablers of the Nexscient IES platform include a digital ecosystem of intelligent business applications, integrated technologies, and a connected system of intelligence and solutions developed with insight, industry relevance, and market differentiation. As a result, the intelligent enterprise is more likely to innovate with industry insight, simplify business processes, empower employees, improve customer experiences, and realize their business objectives.

Target Industries

Artificial intelligence is upending many industries. Accelerating innovation is imperative to how businesses achieve results while staying competitive in today’s business environment. In order to success, you need to have specialized solutions to achieve faster results and shorter go-to-market timelines. Our approach is to amass the unique, industry-specific knowledge needed to properly understand any project, technology or organization and the marketplace in which they operate in order to produce successful outcomes. Below we address four key industry sectors that can benefit from the Nexscient IES solution:

Manufacturing

AI is the engine for high-speed performance with manufacturing analytics as companies fast-track value in their production. The data volume coming in from various parts of the industrial value chain can be overwhelming. In a sector that lives on the proven edge of technology instead of the cutting edge, these businesses are still stuck with organizing their data pool around possible use cases. As a result, they are unprepared to handle heterogeneous data and derive actionable insights, leading to multiple challenges. Many organizations are hardly an avant-garde AI implementation. These sectors are typically quite traditional and reluctant to embrace new technology trends, especially if they are not solid market-proven. However, things are – slowly but surely – changing. AI started to gain a well-deserved spotlight as it became evident that it is a safe way to increase the overall operational performance. Under the broad “Artificial Intelligence” term” are hidden plenty of different approaches are hidden able to cover specific transformational needs perfectly, regardless of how different they may be.

Healthcare

As the healthcare landscape evolves, so do the expectations of patients, creating a pressing need for healthcare providers to forge deeper connections, streamline processes and enhance communication. Employing specialized knowledge and tailored solutions can offer patient experiences that nurture relationships and encourage better health outcomes. Value-based care driven with healthcare analytics can help individuals make informed decisions. By leveraging ML/AI in healthcare to organize, integrate, and decode health data, care providers can significantly improve value-driven patient insights. The sudden shift to remote healthcare, the surge of AI for patient monitoring, and the growing preference for telehealth practices has led to a proliferation of data sources for the healthcare sector. However, harnessing that data to improve processes and derive value has been an uphill task. Inefficient data management practices and complex, disparate care management platforms prevent health providers from getting deep insights into their care ecosystem and their patients’ health, leading to suboptimal processes and undesirable gaps in the healthcare ecosystem.

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Logistics & Autonomous Vehicles

Managing a supply chain logistics can be a daunting task due to organizational complexity, lack of transparency, or too much reliance on manual processes. This makes supply networks especially vulnerable amidst business disruptions. AI-powered insights improve the business’ ability to respond to dynamic shifts, but legacy systems and siloed data leave them with impaired visibility and poor predictability. AI and Machine Learning in vehicles, logistics, supply chains, and – in general, transport, support process optimization, and risk management to improve workflows. By taking into account all possible disruptions, unpredicted events, and historical and real-time data, AI solutions can detect patterns and – based on that – suggest what decisions should be taken to avoid delays, speed up deliveries, reduce costs, route optimization, and increase the efficiency at resource management.

Financial Services

AI is a powerful tool in creating actionable insights and generating tangible results for the financial services sector. With rising expectations, there’s never been a better time for financial services and fintech brands to invest in a high-tech, high-touch customer experience. The financial services sector has recently taken the lead in digital transformation, eagerly embracing the potential of Big Data, Data Engineering, AI, and Machine Learning. Those areas, used to collect, sort, process, analyze, and convert massive, complex data sets into meaningful business insights, are considered a “make or break” factor for traditional finance institutes, constantly threatened by tech-savvy FinTech start-ups. The potential of AI and Data Engineering is almost limitless. Data – text, numeric, and images – can be used in numerous ways to advance the ability to recognize patterns, anticipate future events, create smart rules, make intelligent, data-based decisions and automated communication with clients. More finance-oriented usages of AI are fraud detection, high-frequency trading, risk management, and investment management, but – as we said above – with AI sky is the limit.

Intellectual Property

To protect our unpatented proprietary technologies and processes, we rely on trade secret laws and confidentiality agreements with our employee(s), consultants, channel partners and vendors. At present our ~~only~~ intellectual property is the ~~AegisOne~~Nexscient ~~Prescriptive~~Intelligent ~~Maintenance~~Enterprise ~~System~~Solution which is currently ~~still~~ in development. The company will rely on provisional patents in the near term, filing for full patent protection, as necessary.

We depend, in part, upon proprietary technologies and methodologies, AI-based data annotation and data transformations platforms, various applications of its platforms, trained machine learning algorithms that support discrete data annotation and transformation tasks, proprietary data models and other intellectual property rights. We rely on a combination of trade secret, license, nondisclosure and other contractual agreements and copyright and trademark laws to protect our intellectual property rights. We intend to file several patent applications to protect newly developed proprietary technologies and methodologies.

We enter into confidentiality agreements with our employees, contractors and customers, and limit access to and distribution of our proprietary information and that of our customers. We cannot assure that these arrangements will be adequate to deter misappropriation of our proprietary information or that we will be able to detect unauthorized use and take appropriate steps to enforce our intellectual property rights.

Registered Trademark

Our brand identity is a key asset in our business strategy and market recognition. The “Nexscient” name is protected as a registered trademark of the Company with the United States Patent and Trademark Office (“USPTO”). We consider this mark to be of material importance to our business, as it represents the foundation of our corporate brand, product offerings, and reputation in the marketplace.

We intend to actively monitor and enforce our trademark rights to prevent unauthorized use or infringement. We may pursue additional trademark registrations in the United States and other jurisdictions as our business expands. While we believe our intellectual property rights provide us with meaningful competitive advantages, they do not guarantee exclusivity.

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There can be no assurance that our intellectual property rights will not be challenged, invalidated, circumvented, or otherwise impaired. Competitors or other third parties may attempt to imitate our brand, claim rights in similar marks, or oppose our applications, which could result in costly legal proceedings and diversion of management resources. In addition, the laws of some foreign jurisdictions may not protect intellectual property rights to the same extent as the laws of the United States.

Our continued success depends in part on our ability to maintain the strength of the Nexscient brand. If we are unable to adequately protect our trademarks, trade secrets, and other intellectual property, or if we fail to enforce our rights effectively, our business, financial condition, and results of operations could be adversely affected.

Research & Development

We focus on advancing AI-based technologies that power both our internal operations and client-facing solutions. In parallel, our product engineering teams conduct ongoing R&D to continuously improve the functionality, scalability, and versatility of Nexscient IES and other AI industry platforms. These efforts support the development of new use cases and innovative capabilities, enabling us to maintain a competitive edge.

We view customer feedback as playing a critical role in guiding our product roadmap, ensuring we remain tightly aligned with client priorities while anticipating broader industry shifts. We believe our culture of innovation helps us attract and retain top-tier AI talent and technologists across a globally distributed R&D presence in North America, Europe, and the Asia-Pacific region.

Subsidiaries

The Company has no subsidiaries.

Employees

We currently employ three full-time employees and contracted consultants on an as-needed basis.

Legal Proceedings

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our directors, officers or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

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Jumpstart Our Business Startups Act

In April 2012, the Jumpstart Our Business Startups Act ("JOBS Act") was enacted into law. The JOBS Act provides, among other things:

	·	Exemptions for emerging growth companies from certain financial disclosure and governance requirements for up to five years and provides a new form of financing to small companies;
	·	Amendments to certain provisions of the federal securities laws to simplify the sale of securities and increase the threshold number of record holders required to trigger the reporting requirements of the Securities Exchange Act of 1934;
	·	Relaxation of the general solicitation and general advertising prohibition for Rule 506 offerings;
	·	Adoption of a new exemption for public offerings of securities in amounts not exceeding $50 million; and
	·	Exemption from registration by a non-reporting company of offers and sales of securities of up to $1,000,000 that comply with rules to be adopted by the SEC pursuant to Section 4(6) of the Securities Act and exemption of such sales from state law registration, documentation or offering requirements.

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In general, under the JOBS Act, a company is an emerging growth company if its initial public offering ("IPO") of common equity securities was effected after November 13, 2023 and the Company had less than $1 billion of total annual gross revenues during its last completed fiscal year. A company will no longer qualify as an emerging growth company after the earliest of:

	(i)	the completion of the fiscal year in which the company has total annual gross revenues of $1 billion or more,
	(ii)	the completion of the fiscal year of the fifth anniversary of the company's IPO;
	(iii)	the company's issuance of more than $1 billion in nonconvertible debt in the prior three-year period, or
	(iv)	the company becoming a "larger accelerated filer" as defined under the Securities Exchange Act of 1934.

The JOBS Act provides additional new guidelines and exemptions for non-reporting companies and for non-public offerings. Those exemptions that impact the Company are discussed below.

Financial Disclosure. The financial disclosure in a registration statement filed by an emerging growth company pursuant to the Securities Act of 1933 will differ from registration statements filed by other companies as follows:

	(i)	audited financial statements required for only two fiscal years;
	(ii)	selected financial data required for only the fiscal years that were audited;
	(iii)	executive compensation only needs to be presented in the limited format now required for smaller reporting companies.

(A smaller reporting company is one with a public float of less than $75 million as of the last day of its most recently completed second fiscal quarter).

However, the requirements for financial disclosure provided by Regulation S-K promulgated by the Rules and Regulations of the SEC already provide certain of these exemptions for smaller reporting companies. The Company is a smaller reporting company. Currently a smaller reporting company is not required to file as part of its registration statement selected financial data and only needs audited financial statements for its two most current fiscal years and no tabular disclosure of contractual obligations.

The JOBS Act also exempts the Company's independent registered public accounting firm from complying with any rules adopted by the Public Company Accounting Oversight Board ("PCAOB") after the date of the JOBS Act's enactment, except as otherwise required by SEC rule.

The JOBS Act also exempts an emerging growth company from any requirement adopted by the PCAOB for mandatory rotation of the Company's accounting firm or for a supplemental auditor report about the audit.

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Internal Control Attestation. The JOBS Act also provides an exemption from the requirement of the Company's independent registered public accounting firm to file a report on the Company's internal control over financial reporting, although management of the Company is still required to file its report on the adequacy of the Company's internal control over financial reporting.

Section 102(a) of the JOBS Act exempts emerging growth companies from the requirements in §14A(e) of the Securities Exchange Act of 1934 for companies with a class of securities registered under the 1934 Act to hold shareholder votes for executive compensation and golden parachutes.

~~Other~~15 ~~Items~~Table of the JOBS Act. The JOBS Act also provides that an emerging growth company can communicate with potential investors that are qualified institutional buyers or institutions that are accredited to determine interest in a contemplated offering either prior to or after the date of filing the respective registration statement. The Act also permits research reports by a broker or dealer about an emerging growth company regardless if such report provides sufficient information for an investment decision. In addition, the JOBS Act precludes the SEC and FINRA from adopting certain restrictive rules or regulations regarding brokers, dealers and potential investors, communications with management and distribution of a research reports on the emerging growth company IPO.Contents

Other Items of the JOBS Act. The JOBS Act also provides that an emerging growth company can communicate with potential investors that are qualified institutional buyers or institutions that are accredited to determine interest in a contemplated offering either prior to or after the date of filing the respective registration statement. The Act also permits research reports by a broker or dealer about an emerging growth company regardless if such report provides sufficient information for an investment decision. In addition, the JOBS Act precludes the SEC and FINRA from adopting certain restrictive rules or regulations regarding brokers, dealers and potential investors, communications with management and distribution of research reports on the emerging growth company IPO.

Section 106 of the JOBS Act permits emerging growth companies to submit 1933 Act registration statements on a confidential basis provided that the registration statement and all amendments are publicly filed at least 21 days before the issuer conducts any road show. This is intended to allow the emerging growth company to explore the IPO option without disclosing to the market the fact that it is seeking to go public or disclosing the information contained in its registration statement until the company is ready to conduct a roadshow.

Election to Opt Out of Transition Period. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a 1933 Act registration statement declared effective or do not have a class of securities registered under the 1934 Act) are required to comply with the new or revised financial accounting standard.

The JOBS Act provides a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of the transition period.

Item 1.A Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 1.B Unresolved Staff Comments

None.

Item 2. Properties

Our executive offices are located at 2029 Century Park East, Suite 400, Los Angeles, CA 90067. We signed an office service agreement with Regus Management Group, LLC for mailbox plus virtual office and a single executive suite office. However, once we expand our business to a significant degree, we will have to lease office space. We do not foresee any significant difficulties in obtaining any required office space. We do not currently own any real property.

Item 3. Legal Proceedings

From time to time, the Company may become subject to various legal proceedings that are incidental to the ordinary conduct of its business. Although the Company cannot accurately predict the amount of any liability that may ultimately arise with respect to any of these matters, it makes provision for potential liabilities when it deems them probable and reasonably estimable. These provisions are based on current information and legal advice and may be adjusted from time to time according to developments.

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity

Common Stock and Preferred Stock

Our Amended and Restated Articles of Incorporation authorize us to issue up to eighty-five million (85,000,000) shares, consisting of: (i) seventy-five million (75,000,000) shares of common stock, par value $0.001 per share (the “Common Stock”); and (ii) 10,000,000 shares of blank check preferred stock, par value $0.001 per share (the “Preferred Stock”).

Our articles of incorporation authorize our board, without stockholder approval, to issue up to 10,000,000 shares of Preferred Stock in one or more series, to determine the designations and the powers, preferences and rights and the qualifications, limitations and restrictions thereof, including the dividend rights, conversion or exchange rights, voting rights (including the number of votes per share), redemption rights and terms, liquidation preferences, sinking fund provisions and the number of shares constituting the series. Our board of directors has the discretion to issue Preferred Stock with voting and other rights that could adversely affect the voting power and other rights of the holders of Common Stock and which could have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from attempting to acquire, a majority of our outstanding voting stock.

The following statements relating to the capital stock set forth the material terms of the securities of the Company. Reference is also made to the more detailed provisions of the certificate of incorporation and the by-laws, copies of which are filed as exhibits to this registration statement.

Voting Rights

Except as otherwise required by law or as may be provided by the resolutions of the board of directors authorizing the issuance of Common Stock, all rights to vote and all voting power shall be vested in the holders of Common Stock. Each share of Common Stock shall entitle the holder thereof to one vote.

No Cumulative Voting

Except as may be provided by the resolutions of the board of directors authorizing the issuance of Common Stock, cumulative voting by any shareholder is expressly denied.

No Preemptive Rights

Preemptive rights shall not exist with respect to shares of Common Stock or securities convertible into shares of Common Stock of the Company.

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Dividends

We have not paid any cash dividends on our Common Stock since inception and presently anticipate that all earnings, if any, will be retained for development of our business and that no dividends on our Common Stock will be declared in the foreseeable future. Any future dividends will be subject to the discretion of our Board of Directors and will depend upon, among other things, future earnings, operating and financial condition, capital requirements, general business conditions and other pertinent facts. Therefore, there can be no assurance that any dividends on our Common Stock will be paid in the future.

Rights upon Liquidation, Dissolution or Winding-Up of the Company

Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the remaining net assets of the Company shall be distributed pro rata to the holders of the Common Stock.

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Holders

As of September 30, ~~2024~~2025, we have 2021,~~421~~323,312 issued and outstanding shares of Common Stock, which are held by 8788 shareholders of record.

Securities Authorized for Issuance Under Equity Compensation Plans

None.

Transfer Agent and Registrar

Nexscient, Inc. has appointed VStock Transfer, LLC as its transfer agent. VStock’s address is 18 Lafayette Place, Woodmere, NY 11598. The transfer agent is responsible for all record-keeping and administrative functions in connection with the common shares.

~~No Public~~ Market ~~for Common Stock~~Information

~~There~~The isCompany’s ~~currently~~common nostock ~~public~~was ~~trading~~approved ~~market~~ for ~~our Common Stock and no such market may ever develop. While we intend to seek and obtain quotation of our Common Stock for~~ trading on the ~~OTC Markets (“~~OTCQB~~”),~~ ~~there~~on isAugust no2, ~~assurance~~2024. Our ~~that~~common ~~our~~shares ~~application~~are ~~will~~currently bequoted ~~approved. An application for quotation~~ on the OTCQB ~~must~~under ~~be submitted by one or more market makers who: 1) are approved by~~ the ~~Financial~~symbol ~~Industry Regulatory Authority (“FINRA”); 2) who agree to sponsor the security; and 3) who demonstrate compliance with SEC Rule 15(c)2-11 before initiating a quote in a security on the OTCQB~~"NXNT". InThe ~~order~~following ~~for~~table asets ~~security~~forth ~~to be eligible for quotation by a market maker on~~ the ~~OTCQB,~~range ~~the~~of ~~security must be registered with~~ the ~~SEC~~high and ~~the~~low ~~company~~sale ~~must~~prices beof ~~current~~the incommon ~~its~~stock ~~required~~for ~~filings with~~ the ~~SEC~~periods indicated. ~~There~~The ~~are~~quotations noreflect ~~listing~~inter-dealer ~~requirements~~prices, ~~for~~without ~~the~~retail ~~OTCQB~~markup, ~~and~~markdown ~~accordingly no financial~~ or ~~minimum~~commission, ~~bid~~and ~~price~~may ~~requirements. We~~not ~~have~~represent ~~submitted~~actual ~~through our market maker an application for quotation to the OTCQB~~transactions. ~~However~~Consequently, wethe ~~can~~information ~~provide~~provided nobelow ~~assurance~~may ~~that~~not ~~our shares will~~ be ~~traded~~indicative onof ~~the~~our ~~bulletin~~common ~~board~~stock ~~or,~~price ifunder ~~traded,~~different ~~that a public market will materialize~~conditions.

On August 2, 2024, we received approval from FINRA that the Company has satisfied the requirements of Rule 15c2-11 to quote and trade the Company’s securities on the OTC Markets and has been assigned the trading symbol “NXNT.” As of September 30, 2024, our common stock has not yet commenced trading.

Period Ended	High		Low
Year Ended June 30, 2025
June 30, 2025	$	2.00	$	0.27
March 31, 2025	$	1.01	$	0.55
December 31, 2024	$	0.25	$	0.25
September 30, 2024	$	0.01	$	0.01

~~Admission~~Since tobeing ~~Quotation~~quoted, on the ~~OTC~~high ~~Bulletin~~and ~~Board~~low price of our common stock ranged between $2.00 per share and $0.25 per share, respectively. As of September 30, 2025, there were 21,323,312 shares of common stock outstanding held by approximately 88 stockholders of record.

IfTrades ~~the~~in ~~Company~~our ~~meets~~common ~~the~~stock ~~qualifications,~~may itbe ~~intends~~subject to ~~apply~~Rule ~~for~~15g-9 ~~quotation~~ of ~~its securities on~~ the ~~OTC~~Exchange ~~Bulletin Board. The OTC Bulletin Board differs from national and regional stock exchanges in that it (1) is not situated in a single location but operates through communication of bids~~Act, ~~offers~~which ~~and~~imposes ~~confirmations~~requirements ~~between~~on broker-/dealers ~~and~~who ~~(2)~~sell securities ~~admitted~~subject to ~~quotation~~the ~~are~~rule ~~offered~~to bypersons ~~one~~other ~~or more broker-dealers rather~~ than ~~the~~established ~~"specialist"~~customers ~~common~~and toaccredited ~~stock exchanges~~investors. ToFor ~~qualify~~transactions ~~for~~covered ~~quotation~~by on the ~~OTC Bulletin Board~~rule, anbroker/dealers ~~equity~~must ~~security~~make ~~must~~a ~~have~~special ~~one~~suitability ~~registered~~determination ~~broker-dealer,~~for ~~known~~purchasers asof the ~~market~~securities ~~maker,~~and ~~willing~~receive tothe ~~list~~purchaser’s ~~bid~~written oragreement ~~sale quotations and~~ to ~~sponsor~~ the ~~company~~transaction ~~listing. In~~before ~~addition,~~ the ~~Company must make available adequate current public information as required by applicable rules and regulations~~sale.

In certain cases, the Company may elect to have its securities initially quoted in the Pink Sheets published by Pink OTC Markets Inc. In general, there is greater liquidity for traded securities on the OTC Bulletin Board, and less through quotation on the Pink Sheets. It is not possible to predict where, if at all, the securities of the Company will be traded.

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Penny Stock Regulation

Penny stocks generally are equity securities with a price of less than $5.00 per share other than securities registered on national securities exchanges or listed on the NASDAQ Stock Market, provided that current price and volume information with respect to transactions in such securities are provided by the exchange or system. The penny stock rules impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse). For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser's written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prescribed by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information on the limited market in penny stocks. Because of these penny stock rules, broker-dealers may be restricted in their ability to sell the Company’s common stock. The foregoing required penny stock restrictions will not apply to the Company’s common stock if such stock reaches and maintains a market price of $5.00 per share or greater.

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Additional Information

We refer you to our Articles of Incorporation, Bylaws, and the applicable provisions of the Delaware Revised Statues for a more complete description of the rights and liabilities of holders of our securities.

Item 6. [Reserved]

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and related notes to the financial statements included elsewhere in this document. Some of the statements under “Management’s Discussion and Analysis,” “Description of Business” and elsewhere herein may include forward-looking statements which reflect our current views with respect to future events and financial performance. These statements include forward-looking statements both with respect to us specifically and the renewable energy industry in general. Statements which include the words “expect,” “intend,” “plan,” “believe,” “project,” “anticipate,” “will,” and similar statements of a future or forward-looking nature identify forward-looking statements for purposes of the federal securities laws or otherwise. The safe harbor provisions of the federal securities laws do not apply to any forward-looking statements contained in this document. All forward-looking statements address such matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. We undertake no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we projected. Any forward-looking statements you read herein reflect our current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to our written and oral forward-looking statements attributable to us or individuals acting on our behalf and such statements are expressly qualified in their entirety by this paragraph.

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Overview

Nexscient, Inc. ~~(the “Company”)~~ is ~~early~~an emerging-~~stage~~growth company ~~engaged~~that’s inbuilding ~~the~~a ~~business~~global collaborative network of ~~developing~~AI-enabled aIntelligent ~~Software~~Enterprise asSolutions aand ~~Service~~technologies ~~(SaaS)~~through ~~platform~~internal ~~for~~development, ~~commercialization~~synergistic ~~that~~acquisitions, ~~intends~~and tocapital ~~exploit~~investments ~~Industrial~~in ~~Internet-of-Things~~companies ~~(IIoT),~~involved ~~Artificial~~in ~~Intelligence~~machine ~~(AI)~~learning, artificial intelligence, and ~~Cloud-computing~~the Industrial Internet of Things technologies. We plan to deliver an innovative solution for ~~manufacturers~~process ~~and~~automation ~~continuous production facilities~~ in ~~the~~various ~~industrial~~industry ~~automation~~sectors ~~sector~~ that helps ~~reduce~~improve ~~equipment~~business ~~failures~~processes, ~~avoid unscheduled downtimes,~~ decrease equipment maintenance costs, and improve overall ~~equipment~~ efficiencies. ~~The platform is currently under development.~~

~~Addressing~~We ~~the~~intend ~~shortcomings~~to ofdevelop ~~most existing condition-based monitoring products on the market today,~~ Nexscient isIES ~~taking~~as a ~~unique~~holistic ~~approach by developing a remote, continuous monitoring~~ solution ~~as a subscription-based service -- one~~ that ~~not~~delivers ~~only~~insight, ~~will offer all of the benefits of condition-based monitoring diagnostic system through vibration and acoustic analysis~~intelligence, ~~but also will offer those benefits with (i) no upfront capital expense of equipment~~ and ~~software~~innovation ~~purchases; (ii) no need~~ to ~~update~~the ~~and~~business maintain and update purchased diagnostic equipment and software, (iii) no requirement for specialized training of maintenance personnel; and (iv) no need for licensing, maintaining, and updating softwareenterprise. ~~From~~The aplatform ~~financial perspective, our solution~~ is ~~more~~currently ~~affordable~~in ~~because it does not require upfront investment and shifts what would be a capital expenditure to an operating expense for the customer~~development. ~~For the Company, our business model provides a pathway to profitability through recurring stream of revenues that can be realized through a growing base of subscribers and subscriptions.~~

~~Results~~As part of ~~operations~~our ~~for~~growth ~~fiscal~~strategy, ~~year~~we ~~ended~~also ~~June~~seek 30to acquire and integrate synergistic AI and machine learning companies and technologies into our collaborative network, ~~2024~~further ~~compared~~expanding our service offerings while enhancing shareholder value. Our objective is to ~~period~~build ~~March~~an 14ecosystem of intelligent enterprise AI applications, ~~2023~~technologies, ~~(inception)~~and business process solutions that deliver actionable insights for businesses seeking to ~~June~~improve 30their operations, ~~2023~~realize market differentiation, and attain industry relevance.

With Nexscient IES, businesses can predict and lead through digital realization, business process agility, and insight and innovation. We intend to provide a comprehensive platform by integrating disparate technologies into a digital-ready ecosystem. Within our ecosystem, there will be a foundation of intelligent business applications connected to new and existing business operations, processes, and technologies.

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Results of operations for fiscal years ended June 30, 2025 compared to June 30, 2024.

Revenue

We are in our development stage and have not generated any revenue for the fiscal ~~year~~years ended June 30, ~~2024~~2025 and ~~for the period March 14, 2023 (inception) to June 30, 2023~~2024.

Operating Expenses

During the fiscal year ended June 30, ~~2024~~2025 and ~~for the period March 14~~2024, ~~2023 (inception) to June 30, 2023,~~ we incurred total operating expenses of $~~937~~488,~~952~~042 and $93937,~~766~~592, respectively, ana ~~increase~~decrease of $~~843~~449,~~826~~550, or ~~900~~48%., ~~Operating~~as a result of reducing project development expenses ~~consisted~~and focusing on identifying acquisition candidates. Of this total, for the fiscal years ended June 30, 2025 and 2024, $39,708 and $303,000, respectively, was accounted as a non-cash expense related to the issuance of shares paid to consultants in lieu of cash for services rendered related to the ~~following:~~software development.

	For the Year Ended June 30, 2024		For March 14, 2023 (inception) to June 30, 2023
Research and development expenses		205,286		3,141
General and administrative expenses		732,306		90,625
Total general and administrative expenses	$	937,592	$	93,766

Operating expenses consisted of the following:

	For the Year Ended June 30, 2025		For the Year Ended June 30, 2024
Research and development expenses		97,364		205,286
General and administrative expenses		390,678		732,306
Total operating expenses	$	488,042	$	937,592

Research and development fees

We enter into agreements with third-party developers ~~that require us to make payments~~ for ~~software~~ development services ~~upon reaching the application development stage~~. During the preliminary project stage and prior to the application development stage of the product, we record any costs incurred by third-party developers as research and development expenses.

During the fiscal ~~year~~years ended June 30, ~~2024~~2025 and ~~for the period March 14~~2024, ~~2023 (inception) to June 30, 2023,~~ we reported research and development fees of $~~205~~97,~~286~~364 and $3205,~~141~~286, respectively, ana ~~increase~~decrease of $~~202~~107,~~145~~922, or ~~6,436~~53%, primarily due to anreduced ~~increase in labor and outside~~ development ~~costs incurred in connection with the development of our platform~~efforts. Of this total, for the fiscal year ended June 30, 2024 and the period March 14, 2023 (inception) to June 30, 2023, $75,000 and $0, respectively, was accounted as a non-cash expense related to the issuance of shares paid to consultants in lieu of cash for services rendered related to the software development.

15Interest ~~Table of Contents~~expense

During the fiscal year ended June 30, 2025, the Company incurred a total interest expense of $41,662, which consists of $21,392 of interest accrued related to the 9% Convertible Debentures, and $20,270 related to the amortized interest expense related to the related-party loan issued with common shares.

General and administrative expenses

During the fiscal ~~year~~years ended June 30, ~~2024~~2025 and ~~for the period March 14~~2024, ~~2023 (inception) to June 30, 2023,~~ general and administrative expenses amounted to $~~732~~390,~~306~~678 and $90732,~~625~~306, respectively, ana ~~increase~~decrease of $~~641~~341,~~681~~628, or ~~708~~47%, primarily attributed to scaling down expenses related to ~~legal and accounting,~~ professional and management fees, ~~computer~~other ~~and~~general ~~Internet,~~business ~~travel and lodging~~expenses, ~~office~~primarily ~~rent~~related ~~and~~to ~~other~~decreased ~~general business expenses~~stock-compensation. Of this total, for the fiscal ~~year~~years ended June 30, ~~2024~~2025 and ~~the period March 14~~2024, ~~2023 (inception) to June 30, 2023,~~ $~~228~~39,~~000~~708 and $48303,~~525~~000, respectively, was accounted as a non-cash expense related to the issuance of ~~founder~~ shares ~~and stock issued~~ as payment of professional fees to advisors and consultants in lieu of cash.

Net loss

During the fiscal ~~year~~years ended June 30, ~~2024~~2025 and ~~for the period March 14~~2024, ~~2023 (inception) to June 30, 2023,~~ we reported a net loss of $~~937~~529,~~952~~704 and $93937,~~766~~592, respectively, ana ~~increase~~decrease of $~~843~~407,~~826~~888, or ~~900~~44%. The ~~increase~~decrease in net loss was due to the ~~increases~~decreases in research and development and general and administrative expenses discussed above.

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Liquidity, Capital Resources and Plan of Operations

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis.

During ~~July~~the ~~2023~~fiscal ended June 30, 2025, the Company ~~concluded~~issued aconvertible ~~private~~debentures ~~placement~~in ~~offering~~the ~~whereby~~aggregate aprincipal ~~total~~amount of 1$480,~~927~~000 in exchange for cash. The convertible debt is unsecured,~~980~~ ~~shares~~bears interest at 9% per annum compounded on the basis of ~~common~~a ~~stock~~365-day ~~were~~year ~~issued~~and actual days lapsed due at amaturity, ~~price~~and is convertible at the lower of $0.1075 per share or 20% below the average VWAP (Volume Weighted Average Price) per share of common stock for the ten (10) days prior to the date of conversion, with a ~~total~~minimum ~~value~~price of the common stock at $~~192,798~~0.50 per share. The ~~Company~~debentures ~~uses~~have ~~the~~a ~~proceeds~~maturity ~~received~~date of two years from ~~the~~date ~~private~~of ~~placement~~issuance ~~offering~~and ~~for~~are ~~general~~convertible ~~corporate~~at ~~purposes~~the ~~and~~option ~~working~~of ~~capital~~the holder.

OnThe ~~April~~total ~~30,~~amount ~~2024, we completed our initial public offering (“IPO”) and sold 229,332 shares~~ of ~~its~~these ~~common~~debentures ~~stock~~outstanding atas ~~a price to the public~~ of ~~$0.75~~September ~~per~~30, ~~share~~2025, ~~for~~is ~~proceeds of~~ $~~172~~530,000. The Company uses the proceeds received from the ~~IPO~~private placement offering for research and development, general corporate purposes and working capital.

On June 30, ~~2024~~2025, we had a cash balance of $75100,~~804~~470, ~~prepaid expenses of $24,000,~~ net working capital of $8185,~~804~~385, a net loss of $~~937~~529,~~592~~704, and has no revenues to cover our operating costs.

The ability of the Company to realize its business plan is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these requirements, management intends to raise additional funds through private placement and public offerings. Until such time that the Company implements its growth strategy, we expect to continue to generate operating losses in the foreseeable future, mostly due to corporate overhead, research and development, and costs of being a public company. We believe that our existing working capital and cash on hand will provide sufficient cash to enable the Company to meet its operating needs and debt requirements for the next three months from the issuance date of this report.

We believe that our existing working capital and cash on hand will provide sufficient cash to enable the Company to meet its operating needs and debt requirements for the next six months from the issuance date of this report.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Cash Flows from Operating Activities

For the year ended June 30, ~~2024~~2025, net cash used in ~~operations~~operating activities was $~~645~~407,~~452~~834, which primarily resulted from a net loss of $~~937~~529,~~952~~704, ~~adjusted~~plus ~~for~~an ~~the~~increase ~~stock-based~~of ~~compensation~~$21,392 toin ~~employees~~accrued ~~and~~interest ~~consultants~~on ofconvertible debentures; $~~303~~43,~~000,~~500 in deferred and anaccrued wages; and a decrease of $3,000 in accounts payable and accrued liabilities. Net ofcash used in operating activities is adjusted by $1039,~~860~~708 and $20,270 in amortized, non-cash expenses for prepaid stock-based compensation and a debt discount, respectively.

For the ~~period~~year ~~March~~ended ~~14, 2023 (inception) to~~ June 30, ~~2023~~2024, net cash used in ~~operations~~operating activities was $16645,~~381~~452, which primarily resulted from ~~our~~a net loss of $93937,~~766~~952, adjusted for the stock-based compensation to employees and consultants of $48303,~~525~~000, and ana ~~increase~~decrease in accounts payable~~-related~~ ~~party~~and accrued liabilities of $2810,860.

16Cash ~~Table~~Flows offrom ~~Contents~~Investing Activities

For the year ended June 30, 2025, net cash used in investing activities totaled $47,500, paid as partial consideration for the purchase of software.

Cash Flows from Financing Activities

For the year ended June 30, ~~2024~~2025, net cash provided by financing activities ~~was~~totaled $~~518~~480,~~797. During~~000, resulting from the ~~fiscal~~issuance of convertible debenture securities in a private placement offering. For the year ended June 30, 2024, wenet ~~received~~cash ~~net~~provided ~~proceeds~~by offinancing activities was $~~519~~518,~~297~~797, ~~related~~resulting toprimarily from the sale of our ~~private~~common ~~placement~~stock ~~and~~in ~~IPO~~private placements and ~~repaid~~ a ~~$500~~registered ~~advance~~offering.

~~For~~21 ~~the~~Table ~~period March 14, 2023 (inception) to June 30, 2023, net cash provided by financing activities was $218,840, resulting from proceeds~~ of ~~a private placement offering.~~Contents

Our ultimate success is dependent on our ability to obtain additional financing and generate sufficient cash flow to meet our obligations on a timely basis. We will require significant amounts of capital to sustain operations, and we will need to make the investments we need to execute our longer-term business plan to support new technologies and help advance innovation. Absent generation of sufficient revenue from the execution of our long-term business plan, we will need to obtain debt or equity financing, especially if we experience downturns in our business that are more severe or longer than anticipated, or if we experience significant increases in expense levels resulting from being a publicly-traded company or from operations. Such additional debt or equity financing may not be available to us on favorable terms, if at all. We plan to pursue our plans with respect to the research and development of our products and service and strategic acquisitions, which will require resources beyond those that we currently have, ultimately requiring additional capital from third party sources.

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive activities. Accordingly, management believes substantial doubt about the company’s ability to continue as a going concern exists. For these reasons, our auditors stated in their report on our audited financial statements that there is substantial doubt about the Company’s ability to continue as a going concern.

Contractual Obligations

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Future Financings

We will continue to rely on equity sales of our common shares and debt proceeds in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.

Expected Purchase or Sale of Significant Equipment

We do not anticipate the purchase or sale of any significant equipment, as such items are not required by us at this time or in the next twelve months.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

1722 Table of Contents

Disagreements with Accountants on Accounting and Financial Disclosure

Other than the disclosure of uncertainty regarding the ability for us to continue as a going concern which was included in our accountant’s report on the financial statements for the year ended June 30, ~~2024~~2025; dbbmckennon’s report on the financial statements of the Company for the years ended June 30, ~~2024~~2025 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.

In connection with the audit ~~and review~~ of the financial statements of the Company for year ended June 30, ~~2024~~2025, there were no disagreements on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with dbbmckennon’s opinion to the subject matter of the disagreement.

In connection with the audited financial statements of the Company for year ended June 30, ~~2024~~2025, there have been no reportable events with the Company as set forth in Item 304(a)(1)(v) of Regulation S-K.

Critical Accounting Policies and Estimates

See Note 2 – Summary of Significant Accounting Policies, in the notes of the financial statements for general policies, none of which we believe are critical based on the Company’s current operations.

Critical accounting estimates relate to the valuation of common stock. Management determined that the thinly traded price was not believed to be representative of fair value at the time of various transactions, due to the significant spread in bid and ask prices and minimal number of trades to date. Management determined the fair value of common stock considering the thinly traded nature of its stock, the prevailing bid and ask prices, historical sales of stock, and current circumstances of the entity. Management estimated the fair value to be $0.25 per share during the fiscal year ended June 30, 2025.

Item 7.A Quantitative and Qualitative Disclosures about Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

18Item ~~Table~~8. ofFinancial ~~Contents~~Statements and Supplementary Data.

~~Item~~23 8.Table ~~Financial~~of ~~Statements and Supplementary Data.~~Contents

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Report of Independent Registered Public Accounting Firm (PCAOB ID: #3501)		F-2
Report of Independent Registered Public Accounting Firm (PCAOB # 3501)		F-2
FINANCIAL STATEMENTS
Balance Sheets	~~Balance Sheets~~	F-3
	Statements of Operations and Comprehensive Loss	F-4
Statements of Operations		F-4
	Statements of Shareholders’ Equity	F-5
Statements of Shareholders’ Equity (Deficit)		F-5
Statements of Cash Flows	~~Statements of Cash Flows~~	F-6
Notes to the Financial Statements	~~Notes to the Financial Statements~~	F-7

F-1

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REPORT OF INDEPENDENT PUBLIC ACCOUNTING FIRM

To the Board of Directors and ~~Stockholders~~ Shareholders of Nexscient Inc.,

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Nexscient Inc. (the “Company”) as of June 30, ~~2024~~2025 and ~~2023~~2024, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the ~~year~~years ~~ended~~then ~~June 30~~ended, ~~2024,~~ and the ~~period from March 14, 2023 (Inception) to June 30, 2023, 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 June 30, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for the ~~year~~years ~~ended~~then ~~June 30~~ended, ~~2024, and the period from March 14, 2023 (Inception) to June 30, 2023,~~ in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has not generated revenues, ~~and~~ incurred losses ~~from~~and ~~Inception~~expects to continue to incur losses, which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. 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 audits. 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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits 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 audits, 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 audits 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 audits 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 audits provide a reasonable basis for our opinion.

/s/ dbbmckennon

We have served as the Company’s auditor since 2023.

Newport Beach, California

September 30, ~~2024~~2025

F-2

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NEXSCIENT, INC.

BALANCE SHEETS

ASSETS	June 30, ~~2024~~2025			June 30, ~~2023~~2024
Current assets
Cash	$	75100,~~804~~470		$	~~202~~75,~~459~~804
Prepaid expenses		2459,~~000~~792			-24,000
Total current assets		99160,~~804~~262			~~202~~99,~~459~~804
Right of use asset		246,~~579~~377			-24,579
TOTAL ASSETS	$	124,383		$	202,459
Software		135,000			-
LIABILITIES AND STOCKOLDERS’ EQUITY
TOTAL ASSETS	$	301,639		$	124,383
LIABILITIES AND STOCKOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable	$	1815,000		$	-18,000
Accounts payable - related party		-			28,860
Deferred wages payable		43,500			-
Right of use liability, current portion		186,~~203~~377			-18,203
Advances from related party		-			500
Total current liabilities		64,877			36,203
Total current liabilities		36,203			29,360
Accrued interest payable		21,392			-
Right of use liability		6,376			-
Convertible debentures		480,000			-
TOTAL LIABILITIES	$	42,579		$	29,360
Right of use liability		-			6,376
STOCKHOLDERS’ EQUITY
TOTAL LIABILITIES	$	566,269		$	42,579
Preferred Stock
STOCKHOLDERS’ EQUITY (DEFICIT)
10,000,000 shares authorized, $0.001 par value, no shares issued and outstanding at June 30, 2024 and 2023		-			-
Preferred Stock10,000,000 shares authorized, $0.001 par value, no shares issued and outstanding at June 30, 2025 and 2024		-			-
Common Stock
Common Stock75,000,000 shares authorized, $0.001 par value, 21,323,312 and 20,421,312 shares issued and outstanding at June 30, 2025 and 2024, respectively		21,323			20,421
75,000,000 shares authorized, $0.001 par value, 20,421,312 and 16,528,000 shares issued and outstanding at June 30, 2024 and 2023, respectively		20,421			16,528
Additional paid-in capital		1,275,109			1,092,741
Additional paid-in capital		1,092,741			404,837
Accumulated deficit		(1,561,062	)		(1,031,358	)
Subscriptions receivable		-			(154,500	)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)	$	(264,630	)	$	81,804
Accumulated deficit		(1,031,358	)		(93,766	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	301,639		$	124,383
TOTAL STOCKHOLDERS’ EQUITY	$	81,804		$	173,099
TOTAL LIABILITIES ADN STOCKHOLDERS’ EQUITY	$	124,383		$	202,459

The accompanying notes are an integral part of these financial statements

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NEXSCIENT, INC.

STATEMENTS OF OPERATIONS

	Fiscal Year EndedJune 30, 2024			March 14, 2023 (inception) to June 30, 2023
	Fiscal Year EndedJune 30, 2025			Fiscal Year Ended June 30, 2024
REVENUE
Revenues	$	-		$	-
OPERATING EXPENSES
Research and development		~~205~~97,~~286~~364			3205,~~141~~286
General and administrative		~~732~~390,~~306~~678			90732,~~625~~306
TOTAL OPERATING EXPENSES		~~937~~488,~~592~~042			93937,~~766~~592
NET LOSS	$	(937,592	)	$	(93,766	)
Interest expense		41,662			-
BASIC AND DILUTED LOSS PER COMMON SHARE	$	(0.05	)	$	(0.01	)
NET LOSS	$	(529,704	)	$	(937,592	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		20,025,253			12,220,670
BASIC AND DILUTED LOSS PER COMMON SHARE	$	(0.03	)	$	(0.05	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED		20,681,997			20,025,253

The accompanying notes are an integral part of these financial statements

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NEXSCIENT, INC.

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

	Preferred Stock Shares		Preferred Stock		Common Stock Shares		CommonStock		AdditionalPaid-InCapital		SubscriptionsReceivable			AccumulatedDeficit			TotalStockholders'Equity(Deficit)
Balance, March 14, 2023 (inception)		-	$	-		-	$	-	$	-	$	-		$	-		$	-
Stock issued to founders		-		-		10,525,000		10,525		-		-			-			10,525
Stock issued for services		-		-		1,350,000		1,350		36,650		-			-			38,000
Stock issued for cash		-		-		4,653,000		4,653		368,187		(154,500	)		-			218,340
Net loss		-		-		-		-		-		-			(93,766	)		(93,766	)
Balance, June 30, 2023		-	$	-		16,528,000	$	16,528	$	404,837	$	(154,500	)	$	(93,766	)	$	173,099
Stock issued for services		-		-		1,736,000		1,736		325,264		-			-			327,000
Stock issued for cash		-		-		2,157,312		2,157		362,640		154,500			-			519,297
Net loss		-		-		-		-		-		-			(937,592	)		(937,592	)
Balance, June 30, 2024		-	$	-		20,421,312	$	20,421	$	1,092,741	$	-		$	(1,031,358	)	$	81,804
Stock issued for services		-		-		302,000		302		75,198		-			-			75,500
Stock issued for software		-		-		350,000		350		87,150		-			-			87,500
Stock issued with debt		-		-		250,000		250		20,020		-			-			20,270
Net loss		-		-		-		-		-		-			(529,704	)		(529,704	)
Balance, June 30, 2025		-	$	-		21,323,312	$	21,323	$	1,275,109	$	-		$	(1,561,062	)	$	(264,630	)

The accompanying notes are an integral part of these financial statements

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NEXSCIENT, INC.

STATEMENTS OF CASH FLOWS

	Fiscal Year Ended June 30, 2024			March 14, 2023 (inception) to June 30, 2023
	Fiscal Year EndedJune 30, 2025			Fiscal Year EndedJune 30, 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the year	$	(~~937~~529,~~592~~704	)	$	(93937,~~766~~592	)
Adjustments to reconcile net loss to net cash used in operating activities
Shares issued for services		303,000			48,525
Shares issued for services and amortization of prepaid stock-based compensation		39,708			303,000
Amortization of debt discount		20,270			-
Changes in operating assets and liabilities:
Accounts payable		(103,~~860~~000	)		28(10,860	)
NET CASH USED IN OPERATING ACTIVITIES		(645,452	)		(16,381	)
Accrued wages payable		43,500			-
Accrued interest on debentures		21,392			-
NET CASH USED IN OPERATING ACTIVITIES		(407,834	)		(645,452	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of software		(47,500	)		-
NET CASH USED IN INVESTING ACTIVITIES		(47,500	)		-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from shares issued for cash		~~519,297~~-			~~218~~519,~~340~~297
Advance (repayment) from related party		(500	)		500
Proceeds from convertible debentures issued for cash		480,000			-
NET CASH PROVIDED BY FINANCING ACTIVITIES		518,797			218,840
Loan proceeds from related party		30,000			-
NET (DECREASE) INCREASE IN CASH		(126,655	)		202,459
Repayment of loan from related party		(30,000	)		(500	)
CASH AT BEGINNING OF THE PERIOD		202,459			-
NET CASH PROVIDED BY FINANCING ACTIVITIES		480,000			518,797
CASH AT END OF THE PERIOD	$	75,804		$	202,459
NET (DECREASE) INCREASE IN CASH		24,666			(126,655	)
CASH AT BEGINNING OF THE YEAR		75,804			202,459
CASH AT END OF THE YEAR	$	100,470		$	75,804
Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	-
Supplemental disclosure of non-cash investing and financing activities:
Shares issued included in subscriptions receivable	$	-		$	154,500
Shares issued for software purchase	$	87,500		$	-
Right of use asset and liability	$	27,482		$	-
Shares issued with debt	$	20,270		$	-
Right of use asset and liability	$	-		$	27,482

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

F-6

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NEXSCIENT, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Nexscient, Inc. (the “Company”) was incorporated in the State of Delaware on March 14, 2023. The Company is ~~developing~~an ~~a subscription~~emerging-~~based,~~growth ~~condition~~company ~~monitoring~~that’s ~~solution~~building ~~for~~a ~~maintaining~~global ~~and~~collaborative ~~protecting~~network ~~industrial~~of ~~equipment. The~~AI-enabled ~~Company’s~~Intelligent ~~objective~~Enterprise isSolutions toand ~~exploit~~technologies ~~Industrial~~through ~~Internet-of-Things~~internal ~~(IIoT)~~development, ~~artificial~~synergistic ~~intelligence (AI)~~acquisitions, and ~~Cloud-computing~~capital ~~technologies~~investments toin ~~offer~~companies ainvolved ~~continuous~~in machine learning, ~~remote~~artificial ~~machine~~intelligence, ~~health~~and ~~monitoring~~the ~~service~~Industrial ~~that~~Internet ~~provides~~of ~~actionable~~Things ~~insights~~technologies. As topart ~~manufacturers~~of ~~and~~its ~~continuous~~growth ~~process~~strategy, ~~facilities~~the ~~seeking~~Company analso ~~effective~~seeks ~~yet~~to ~~affordable~~acquire ~~predictive~~and ~~maintenance~~integrate ~~solution~~synergistic toAI ~~help~~and ~~reduce~~machine ~~equipment~~learning ~~failures,~~companies ~~avoid~~and ~~unscheduled~~technologies ~~downtimes~~into our collaborative network, ~~decrease~~further ~~equipment~~expanding ~~maintenance~~its ~~costs,~~service ~~and~~offerings ~~improve~~while ~~overall~~enhancing ~~equipment~~shareholder ~~efficiencies~~value. The Company’s ~~head~~headquarters ~~office~~are isin ~~at 2029 Century Park East, Suite 400,~~ Los Angeles, ~~CA 90067~~California.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~This~~Risks ~~summary of significant accounting policies is presented to assist in understanding the financial statements. The financial statements~~ and notes are representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to the United States of America (“US GAAP”) and have been consistently applied in the preparation of the financial statements.Uncertainties

~~Use~~The Company has a limited operating history and has not generated revenue intended operations. The Company's business and operations are sensitive to general business and economic conditions in the U.S. and worldwide along with local, state, and federal governmental policy decisions. A host of ~~Estimates~~factors beyond the Company's control could cause fluctuations in these conditions, including but not limited to: increased inflation and interest rates; the perceived impact and effect of macroeconomic conditions; the effects of increased competition as well as innovations by new and existing competitors in our market; our ability to attract new clients, including our ability to generate revenue; our ability to attract and retain highly-skilled AI/ML/IT professionals at cost-effective rates; our ability to penetrate new industry verticals and geographies and grow our revenue in targeted industry verticals and geographies; our ability to maintain favorable pricing and utilization rates; our ability to successfully identify acquisition targets, consummate acquisitions and successfully integrate acquired businesses and personnel. Adverse developments in these general business and economic conditions could have a material adverse effect on the Company's financial condition and the results of its operations.

InBasis ~~preparing financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts~~ of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. However, actual results could differ materially from those estimates.Presentation

~~Concentrations~~The accounting and reporting policies of ~~Credit~~the ~~Risk~~Company conform to accounting principles generally accepted in the United States of America (“US GAAP”). The Company’s fiscal year is June 30.

~~Financial~~Use ~~instruments that potentially subject the Company to significant concentrations~~ of credit risk consist principally of cash and accounts receivable. As at June 30, 2024, substantially all of the Company’s cash was held by major financial institutions located in the United States, which management believes are of high credit quality.Estimates

~~Cash~~In preparing financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. However, actual results could differ materially from those estimates.

~~The~~Concentrations ~~Company considers all highly liquid investments with original or remaining maturities~~ of ~~three~~Credit ~~months or less on the purchase date to be cash equivalents. Cash and cash equivalents carrying value approximate fair value and consist primarily of bank deposits and money market funds.~~Risk

~~Leases~~Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash. As of June 30, 2025, substantially all of the Company’s cash was held by major financial institutions located in the United States, which at times may exceed federally insured limits.

~~The Company determines if an arrangement is a lease at inception. Operating and financing right~~F-~~of-use~~7 ~~assets~~Table ~~and lease liabilities are included on the balance sheet. Right-~~of~~-use~~ assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate, based on the information available at the commencement date, in determining the present value of future lease payments. Right-of-use assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred. Contents

~~Operating~~Fair ~~lease~~Value ~~expenses are recognized on a straight-line basis over the term~~ of ~~the~~Financial lease, consisting of interest accrued on the lease liability and depreciation of the right-of-use asset. The lease terms may include options to extend or terminate the lease is it is reasonably certain the Company will exercise that option. The initial lease term is for 18 months commencing on May 1, 2024 after which the term is on a month-to-month basis. After the initial term, the Company may cancel the lease agreement at any time by providing 30 days written notice.Instruments

Certain assets and liabilities of the Company are carried at fair value under GAAP. Fair ~~Value~~value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial ~~Instruments~~assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

~~Accounting~~· ~~Standards~~Level ~~Codification~~1 ~~(“ASC”)~~- ~~820~~inputs ~~“Fair~~to ~~Value~~the ~~Measurements~~valuation ~~and~~methodology ~~Disclosures”,~~are ~~defines~~quoted ~~fair~~prices ~~value,~~for ~~establishes~~identical aassets ~~three~~or liabilities in active markets. · Level 2 -~~level~~ inputs to the valuation ~~hierarchy~~methodology include quoted prices for ~~disclosures~~similar ofassets ~~fair~~and ~~value~~liabilities ~~measurement~~in active markets, and ~~enhances~~inputs ~~disclosure~~that ~~requirements~~are observable for ~~fair~~the ~~value~~assets ~~measures. The~~or ~~Company’s~~liability, ~~financial~~either ~~instruments~~directly ~~include~~or ~~cash~~indirectly, ~~current~~for ~~receivables~~substantially ~~and~~the ~~payables. These~~full term of the financial instruments. ~~are~~· ~~measured~~Level at3 ~~their~~- ~~respective~~inputs ~~fair~~to ~~values. The~~the ~~three~~valuation ~~levels~~methodology are ~~defined~~unobservable asand ~~follows:~~significant to the fair value.

·For ~~Level~~cash 1and -accounts ~~inputs~~payable, toit ~~the~~is ~~valuation~~management’s ~~methodology~~opinion ~~are~~that ~~quoted prices for identical assets or liabilities in active markets. · Level 2 - inputs to~~ the ~~valuation~~carrying ~~methodology~~values ~~include~~are ~~quoted~~a ~~prices~~reasonable ~~for~~estimate ~~similar~~of ~~assets~~fair ~~and~~value ~~liabilities~~because inof ~~active markets, and inputs that are observable for~~ the ~~assets~~short orperiod ~~liability,~~of ~~either~~time ~~directly~~between ~~or indirectly, for substantially~~ the ~~full~~origination ~~term~~ of ~~the~~such ~~financial~~ instruments. ·and ~~Level~~their 3expected -realization ~~inputs~~and toif ~~the~~applicable, ~~valuation~~their ~~methodology~~stated ~~are~~interest ~~unobservable~~rate ~~and~~approximates ~~significant~~current torates ~~the fair value~~available.

~~F-7 Table of Contents~~Cash

~~For~~The ~~cash,~~Company ~~accounts~~considers ~~payable,~~all ~~and~~highly ~~due~~liquid toinvestments ~~related~~with ~~parties,~~original itor isremaining ~~management’s~~maturities ~~opinion that the carrying values are a reasonable estimate~~ of ~~fair~~three ~~value~~months ~~because~~or ofless on the ~~short~~purchase ~~period~~date ofto ~~time~~be ~~between~~cash ~~the~~equivalents. As ~~origination~~ of ~~such~~June ~~instruments~~30, ~~and~~2025 ~~their expected realization~~ and ~~if applicable~~2024, ~~their~~the ~~stated~~Company ~~interest~~did ~~rate~~not ~~approximates~~have ~~current~~any ~~rates~~cash ~~available~~equivalents.

~~Revenue Recognition~~Leases

The Company ~~expects~~determines toif ~~generate~~an ~~revenue~~arrangement ~~primarily~~is ~~from~~a ~~two~~lease ~~sources:~~at ~~(1)~~inception. Operating ~~subscription~~and ~~services~~financing ~~which~~right-of-use isassets ~~comprised~~and oflease ~~revenue~~liabilities ~~from~~are ~~subscription~~included ~~fees~~on ~~from~~the ~~customers~~balance ~~accessing~~sheet. Right-of-use assets represent the Company’s ~~cloud-based~~right ~~software~~to ~~and~~use ~~(2)~~an ~~professional~~underlying ~~services~~asset ~~and~~for ~~other~~the ~~revenue,~~lease ~~which~~term ~~consists~~and ~~primarily~~lease ofliabilities ~~fees~~represent ~~from~~the ~~consultation~~Company’s ~~services~~obligation to ~~support~~make ~~business~~lease ~~process~~payments ~~configuration,~~arising ~~data~~from ~~migration,~~the ~~integration,~~lease. Right-of-use assets and ~~training. Subscription~~liabilities ~~services~~are ~~revenue~~recognized ~~will~~at becommencement ~~recognized~~date based on athe ~~ratable~~present ~~basis~~value of lease payments over the ~~related~~lease ~~subscription~~term. The ~~period~~Company ~~beginning~~uses onits ~~the~~incremental ~~date~~borrowing ~~the~~rate, ~~customer~~based ison ~~first~~the ~~given~~information ~~access~~available toat the ~~system~~commencement ~~(i.e.~~date, ~~provision~~in ~~date). The~~determining ~~Company's~~the ~~professional~~present ~~service~~value ~~revenue~~of ~~contracts~~future ~~will~~lease ~~generally~~payments. Right-of-use beassets ~~time~~include ~~and~~any ~~material~~prepaid ~~based~~lease payments and ~~revenue~~exclude ~~will~~any belease ~~recognized~~incentives asand ~~the~~initial ~~service~~direct iscosts ~~provided~~incurred.

Operating lease expenses are recognized on a straight-line basis over the term of the lease, consisting of interest accrued on the lease liability and depreciation of the right-of-use asset. The ~~Company~~lease ~~expects~~terms may include options to ~~commence~~extend ~~revenue~~or ~~recognition~~terminate ~~and~~the ~~determine~~lease ~~revenue~~if ~~recognition~~it ~~through~~is reasonably certain the ~~following~~Company ~~steps:~~will exercise that option.

· Identification of a contract with a customer · Identification of the performance obligations in the contract · Determination of the transaction price · Allocation of the transaction price to the performance obligations in the contract, and. · Recognition of revenue when or as the performance obligations are satisfiedSoftware

~~Revenue~~Software ~~from~~is ~~new~~stated ~~customers~~at ~~may~~cost beless ~~generated~~accumulated ~~under~~amortization ~~subscription~~and ~~agreements~~is ~~with~~depreciated ~~multiple~~using ~~elements,~~the ~~comprised of subscription services fees from customers accessing its real~~straight-~~time~~line ~~monitoring~~method ~~service~~over ~~and~~the ~~professional~~estimated ~~fees~~useful ~~associated~~life ~~with~~of ~~implementation~~the ~~services~~asset. The ~~Company~~estimated ~~plans~~useful tolife ~~evaluate~~of ~~each~~the ~~element~~Company’s incurrent asoftware ~~multiple-element~~assets ~~arrangement~~is expected to ~~determine~~be ~~whether~~three ityears; ~~represents~~however, adepreciation ~~separate unit~~ of ~~accounting. An~~the ~~element~~software ~~constitutes~~will anot ~~separate~~occur ~~unit~~until ofit ~~accounting when the delivered item~~ has ~~stand-alone~~been ~~value~~placed ~~and~~in ~~delivery of the undelivered element is probable and within the Company’s control~~use.

~~Income~~F-8 ~~Taxes~~Table of Contents

~~The~~Convertible Company uses the asset and liability method of accounting for income taxes pursuant to ASC 740 “Income Taxes”. ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes and allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Valuation allowances are provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. The provision for income taxes represents current taxes payable net of the change during the period in deferred tax assets and liabilities.Instruments

~~Stock~~GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-~~Based~~standing ~~Compensation~~derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional as that term is described under applicable GAAP.

~~The~~Research ~~Company accounts for stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation. The Company measures all stock-based awards granted to employees, directors~~ and ~~non-employee~~Development consultants based on the fair value on the date of the grant and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective award. For awards with service-based vesting conditions, the Company records the expense for using the straight-line method. For awards with performance-based vesting conditions, the Company records the expense if and when the Company concludes that it is probable that the performance condition will be achieved. The Company classifies stock-based compensation expense in its statement of operations in the same manner in which the award recipient’s costs are classified.

~~The~~Research ~~assumptions~~and ~~used~~development incosts ~~calculating~~include ~~the~~costs ~~fair~~to ~~value~~develop ~~of stock-based awards represent management’s best estimates~~ and ~~involve~~refine ~~inherent~~technological ~~uncertainties~~processes ~~and~~used ~~the~~to ~~application~~carry ofout ~~management’s~~business ~~judgment~~operations. AsResearch aand ~~result,~~development ifcosts ~~factors~~charged ~~change~~for ~~and~~the ~~management~~fiscal ~~uses~~years ~~different~~ended ~~assumptions~~June 30, ~~stock-based~~2025 ~~compensation~~and ~~expense~~2024 ~~could~~were be$97,364 ~~materially~~and ~~different~~$205,286, ~~for future awards~~respectively.

~~Earnings~~Impairment ~~(Loss)~~of ~~per~~Long-Lived ~~Share~~Assets

~~Basic~~The ~~earnings~~Company ~~(loss)~~continually ~~per~~monitors ~~share~~events isand ~~computed~~changes byin ~~dividing~~circumstances ~~income~~that ~~(loss)~~could ~~available~~indicate tocarrying ~~common~~amounts ~~shareholders~~of bylong-lived ~~the~~assets ~~weighted-average~~may ~~number~~not ofbe ~~common~~recoverable. ~~shares~~When ~~outstanding~~such ~~during~~events ~~the~~or ~~period. Diluted~~changes ~~earnings~~in ~~(loss)~~circumstances ~~per~~are ~~share~~present, isthe ~~computed~~Company ~~similar~~assesses tothe ~~basic~~recoverability ~~earnings~~of ~~(loss)~~long-lived ~~per~~assets ~~share~~by ~~except~~determining ~~that~~whether the ~~denominator~~carrying isvalue ~~increased~~of tosuch ~~include~~assets ~~the~~will ~~number~~be ofrecovered ~~additional~~through ~~common~~undiscounted ~~shares~~expected ~~that~~future ~~would~~cash ~~have~~flows. ~~been~~If ~~outstanding~~the iftotal of the ~~potential~~future ~~common~~cash ~~shares~~flows ~~had~~is ~~been~~less ~~issued~~than ~~and~~the ifcarrying ~~the~~amount ~~additional~~of ~~common~~those ~~shares~~assets, ~~were~~the ~~dilutive. If~~Company ~~applicable,~~recognizes ~~diluted~~an ~~earnings~~impairment (loss) ~~per~~based ~~share~~on ~~assume~~ the ~~conversion,~~excess ~~exercise~~of orthe ~~issuance~~carrying ofamount ~~all~~over ~~common~~the ~~stock~~fair ~~instruments~~value ~~unless~~of the ~~effect~~assets. isAssets to ~~reduce~~be adisposed ~~loss~~of are reported at the lower of the carrying amount or ~~increase~~the ~~earnings~~fair ~~(loss)~~value ~~per~~less ~~share. The~~costs ~~Company~~to ~~had~~sell. There were no ~~dilutive~~impairments ~~securities~~ for the ~~period~~years ended June 30, 2025 and 2024.

~~Recently~~Deferred ~~Issued~~Offering ~~Accounting Pronouncements~~Costs

~~Management~~The ~~does~~Company ~~not~~complies ~~believe~~with ~~that~~the ~~any~~requirements ~~recently~~of ~~issued,~~ASC ~~but~~340-10-S99-1 ~~not~~with ~~yet~~regards ~~effective,~~to ~~accounting~~offering ~~standards~~costs. ~~could~~Prior ~~have~~to athe ~~material~~completion ~~effect~~of onan ~~the~~offering, ~~accompanying~~offering ~~financial~~costs ~~statements~~are capitalized. AsThe ~~new~~deferred ~~accounting~~offering ~~pronouncements~~costs are ~~issued~~charged to additional paid-in capital or as a discount to debt, as applicable, upon the ~~Company~~completion ~~will~~of ~~adopt~~an ~~those~~offering ~~that~~or ~~are~~to ~~applicable~~expense ~~under~~if the ~~circumstances.~~offering is not completed.

~~F-8 Table of Contents~~Segments

~~NOTE~~In 3accordance –with ~~GOING~~criteria ~~CONCERN~~under ~~UNCERTAINTY~~ASC 280, which establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers, the Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer. The Company’s CODM reviews results to assess performance, make decisions, and allocates operating and capital resources of the Company as a whole, therefore, there is only one reportable segment. The CODM does not distinguish its principal business activities for the purpose of internal reporting and uses net loss to allocate resources in the annual budgeting and forecasting process, along with using that measure as a basis for evaluating financial performance quarterly.

~~The~~Significant ~~financial~~segment ~~statements~~expenses ~~have~~that ~~been~~are ~~prepared~~provided to CODM on a ~~going~~regular ~~concern~~ basis ~~which~~and ~~assumes~~are ~~the~~included ~~Company~~within ~~will~~reported bemeasure ~~able~~of tosegment ~~realize~~profit ~~its~~or ~~assets~~loss ~~and~~are ~~discharge~~research ~~its~~and ~~liabilities~~development inand ~~the~~general ~~normal~~and ~~course of business for the foreseeable future~~administrative.

The ~~Company~~statements ~~has~~of ~~generated~~operations nofor ~~revenues~~the ~~since~~years ~~inception~~ended ~~and~~June ~~incurred~~30, ~~losses~~2025 ~~since~~and ~~inception~~2024, ~~resulting~~reflect inthe ansignificant ~~accumulated~~segment ~~deficit~~expenses ofand ~~$1,031,358~~other assegment ~~of June 30~~items, ~~2024~~as ~~and~~well ~~further~~as ~~losses~~the ~~are~~balance ~~anticipated~~sheets inas ~~the development~~ of ~~its~~June ~~business. Accordingly~~30, ~~there~~2025 isand ~~substantial~~2024, ~~doubt~~for ~~about~~ the ~~Company’s~~one ~~ability~~reportable ~~to continue as a going concern~~segment.

~~The~~Income ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next three months with existing cash on hand and loans from directors, private placement of common stock, and/or a registered offering of its common stock. Taxes

~~NOTE~~The 4Company –uses ~~RELATED~~the ~~PARTY~~asset ~~TRANSACTIONS~~and liability method of accounting for income taxes pursuant to ASC 740 “Income Taxes”. ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes and allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Valuation allowances are provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. The provision for income taxes represents current taxes payable net of the change during the period in deferred tax assets and liabilities.

~~Related~~F-9 ~~party~~Table ~~transactions are measured at the exchange amount, which is the amount~~ of consideration established and agreed to by the related parties. Related parties are natural persons or other entities that have the ability, directly, or indirectly, to control another party or exercise significant influence over the party in making financial and operating decisions. Related parties include other parties that are subject to common control or that are subject to common significant influences.Contents

~~See~~Stock-Based ~~Note 5 for stock issued for services to an officer and director of the Company.~~ Compensation

OnThe ~~January~~Company ~~12,~~accounts ~~2024~~for stock-based compensation in accordance with ASC 718, ~~the~~Compensation – Stock Compensation. The Company ~~issued~~measures aall ~~loan~~stock-based awards granted to ~~our~~employees, ~~Chief~~directors ~~Financial~~and ~~Officer~~non-employee inconsultants based on the ~~amount~~fair ofvalue ~~$15,000.~~on ~~The~~the ~~term~~date of the ~~loan~~grant isand ~~three~~recognizes ~~months~~compensation expense for those awards over the requisite service period, ~~with~~which anis ~~annual~~generally ~~interest~~the ~~rate~~vesting period of 8%the onrespective ~~the~~award. For ~~principal~~awards ~~amount~~with service-based vesting conditions, ~~paid~~the atCompany ~~maturity~~records the expense for using the straight-line method. ~~The~~For ~~loan~~awards ~~was~~with ~~evidenced~~performance-based ~~with~~vesting aconditions, ~~Promissory~~the ~~Note~~Company ~~issued~~records bythe expense if and when the ~~borrowing~~Company ~~officer~~concludes that it is probable that the performance condition will be achieved. The ~~loan~~Company ~~was~~classifies ~~repaid~~stock-based compensation expense in ~~full~~its onstatement ~~March~~of ~~19,~~operations ~~2024~~in the same manner in which the award recipient’s costs are classified.

~~NOTE~~The 5assumptions –used ~~CAPITAL~~in ~~STOCK~~calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different assumptions, stock-based compensation expense could be materially different for future awards.

AtEarnings ~~June 30, 2024, the Company’s authorized capital consists of eighty-five million~~ (~~85,000,000~~Loss) ~~shares, comprised of: (i) seventy-five million (75,000,000) shares of Common Stock, par value $0.001~~ per share (the “Common Stock”); and (ii) 10,000,000 shares of blank check Preferred Stock, par value $0.001 per share (the “Preferred Stock”). As of the date of the Offering there are 20,421,312 shares of Common Stock issued and outstanding, and no shares of preferred stock have been designated.Share

~~During~~Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the ~~year~~weighted-average ~~ended~~number ~~June~~of ~~30,~~common ~~2024,~~shares outstanding during the ~~Company~~period. Diluted ~~completed~~earnings ~~its~~(loss) ~~private~~per ~~placement~~share ~~offering~~is ~~whereby~~computed ~~1,927,980~~similar ~~shares~~to basic earnings (loss) per share except that the denominator is increased to include the number of additional common ~~stock~~shares ~~were~~that would have been outstanding if the potential common shares had been issued atand aif ~~price~~the ofadditional $0common shares were dilutive.10 Potentially ~~per~~dilutive ~~share~~securities ~~for~~are aexcluded ~~total~~from the computation of ~~$192,798~~the indiluted ~~cash~~net ~~proceeds.~~earnings (loss) per share if their inclusion would be anti-dilutive.

OnThe ~~July~~Company ~~12,~~has ~~2023,~~convertible atdebentures aoutstanding ~~special~~as ~~meeting~~ of ~~the~~June ~~Board of Directors~~30, ~~the Board appointed Michael J. Portera as a Director and Chief Financial Officer~~2025, ~~and~~for ~~Company~~which ~~issued~~the ~~1,500,000~~maximum ~~shares~~number of ~~its~~shares ~~restricted~~issuable ~~common~~upon ~~stock,~~conversion ~~having~~is ~~a fair value of $150~~960,000, shares based on ~~its~~a ~~latest~~floor ~~private~~conversion ~~placement offering~~ price atof $0.1050 per share. A ~~total~~These ofshares ~~$150,000~~were ~~stock-based~~excluded ~~compensation~~from ~~was~~diluted ~~recognized~~calculations ~~during~~as ~~the~~they ~~fiscal~~were ~~year ended June 30, 2024 and is included in general and administrative in the accompanying statement of operations~~anti-dilutive.

~~During~~Recently ~~the~~Issued ~~fiscal~~Accounting year ended June 30, 2024, and subsequent to the Company’s registration statement being declared effective on November 13, 2023 by the Securities and Exchange Commission, the Company sold 229,332 shares of its common stock at the offering price of $0.75 per share for a total of $172,000 in cash proceeds. Pronouncements

~~Effective~~Management ~~January~~does 1,not ~~2024,~~believe ~~the~~that ~~Company~~any ~~establish~~recently ~~a Board of Advisors (the “Advisory Board”)~~issued, ~~whereby appointed members would provide beneficial tasks to the Company and its management, including~~ but not ~~limited~~yet toeffective, ~~participating~~accounting instandards ~~quarterly~~could ~~meetings,~~have ~~providing~~a ~~guidance~~material effect on ~~development,~~the ~~marketing~~accompanying ~~and~~financial ~~overall strategy, and other issues on as-needed basis~~statements. ~~Compensation~~ As ~~included~~new aaccounting ~~one-time~~pronouncements ~~grant~~are ~~of 16~~issued,~~000~~ ~~shares of~~ the Company’s ~~common~~will ~~stock~~adopt ~~per~~those ~~member,~~that ~~which~~are ~~would~~applicable ~~equally~~under ~~vest over a one-year term. Inaugural members of~~ the ~~Advisory Board included four individuals~~circumstances.

~~F-9~~NOTE ~~Table~~3 of– ~~Contents~~GOING CONCERN

OnThe ~~January~~financial ~~14,~~statements ~~2024,~~have ~~the~~been ~~Company~~prepared ~~entered~~on ~~into~~ a ~~Consulting~~going ~~Agreement~~concern ~~with~~basis awhich ~~third-party~~assumes ~~for consulting services. Pursuant to~~ the ~~agreement,~~Company ~~compensation~~will isbe ~~based~~able onto arealize ~~combination~~its ofassets ~~cash~~ and ~~stock. The~~discharge ~~cash~~its ~~component~~liabilities ~~consists~~in ~~of $5,000 paid monthly over six months ($30,000); and~~ the ~~stock~~normal ~~component~~course ~~consists~~ of abusiness ~~one-time~~for ~~stock grant of 72,000 shares that vest quarterly over~~ the ~~term~~foreseeable ~~of the agreement~~future. ~~The~~ ~~value of the stock portion is estimated at $54,000, based on the latest offering price of the Company’s common stock at $0.75 per share.~~

OnThe ~~April 1, 2024, the~~ Company ~~entered~~has ~~into~~generated anno ~~Agreement~~revenues ~~for~~since ~~Interface~~inception ~~Design~~ and ~~Brand~~incurred ~~Development~~losses ~~with~~since ainception ~~third~~resulting ~~party~~in ~~for~~an ~~services~~accumulated ~~related~~deficit toof ~~user~~$1,561,062, ~~interface~~as ~~and brand development~~ of ~~the~~June ~~Company’s~~30, ~~technology~~2025, ~~platform. Pursuant~~and tofurther ~~the~~losses ~~agreement,~~are ~~compensation~~anticipated ~~is paid~~ in ~~100,000~~the ~~shares~~development of ~~the~~its ~~Company’s common stock~~business. ~~The~~ Accordingly, ~~value~~there ~~of the stock~~ is ~~estimated~~substantial atdoubt ~~$75,000,~~about ~~based on~~ the ~~latest offering price of the~~ Company’s ~~common~~ability ~~stock~~to atcontinue ~~$0.75~~as ~~per~~a ~~share~~going concern.

The ability to continue as a going concern is dependent upon the Company ~~recorded~~generating ~~stock-based~~profitable ~~compensation~~operations ofin ~~$228,000~~the future and/or ~~75,000~~to obtain the necessary financing to ~~general~~meet ~~and~~its ~~administrative~~obligations and ~~research~~repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the twelve months with existing cash on hand and ~~development~~loans from directors, ~~respectively~~private placement of common stock, inand/or ~~the~~a ~~accompanying~~registered ~~statement~~offering of ~~operations~~its common stock.

~~NOTE~~F-10 6Table –of ~~INCOME TAXES~~Contents

~~Deferred~~NOTE ~~taxes~~4 ~~are~~– ~~recognized~~CONVERTIBLE for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to capitalization of research and development costs for tax purposes, stock compensation and net operating loss carryforwards. As of June 30, 2024 and 2023, the Company had net deferred tax assets before valuation allowance of approximately $169,000 and $15,000, respectively.DEBENTURES

~~The~~On ~~Company~~July ~~recognizes~~1, ~~deferred~~2024, ~~tax~~the ~~assets~~Board toauthorized ~~the~~a ~~extent~~private ~~that~~placement itoffering ~~believes~~to ~~that~~accredited ~~these~~investors ~~assets~~of ~~are~~an ~~more~~unsecured ~~likely~~9% ~~than~~Convertible ~~not~~Debenture towith bea ~~realized. In~~twenty-four ~~making~~month ~~such~~maturity ain ~~determination,~~ the ~~Company~~principal ~~considers~~amount ~~all~~of ~~available~~up ~~positive~~to ~~and~~$5,000,000 ~~negative~~(the ~~evidence~~“Debentures”), ~~including~~which ~~future~~Debentures ~~reversals~~will ofbe ~~existing~~convertible ~~taxable~~into ~~temporary~~shares ~~differences,~~of ~~projected~~the ~~future~~Company’s ~~taxable~~common ~~income,~~stock ~~tax-planning~~at ~~strategies,~~the ~~and~~lower ~~results~~price of ~~recent operations~~$0. ~~The~~75 ~~Company~~per ~~assessed~~share ~~the~~or ~~need~~20% ~~for~~below athe ~~valuation~~average ~~allowance~~VWAP ~~against~~(Volume ~~its~~Weighted ~~net~~Average ~~deferred~~Price) ~~tax~~per ~~assets~~share ~~and~~of ~~determined~~common astock ~~full~~for ~~valuation~~the ~~allowance~~ten is(10) ~~required~~days ~~due~~prior to ~~cumulative~~the ~~losses~~date ~~through~~of ~~June 30~~conversion, ~~2024. Therefore,~~with a ~~valuation~~minimum ~~allowance~~conversion price of $~~169,000~~0.50 ~~and~~per ~~$15,000~~share. ~~was~~The ~~recorded~~debentures ashave ofa ~~June~~maturity ~~30,~~date ~~2024~~of ~~and~~two ~~2023,~~years ~~respectively.~~from ~~Valuation~~date ~~allowance~~of ~~increased~~issuance ~~by $154,000~~ and ~~$15,000~~are ~~during~~convertible ~~fiscal~~at ~~2024~~the ~~and~~option ~~2023,~~of ~~respectively. Deferred tax assets were calculated using~~ the ~~Company’s~~holder ~~combined~~and ~~effective~~are ~~tax~~subject ~~rate,~~to ~~which~~certain itlock-up ~~estimated~~and toleak-out ~~be approximately 28%~~provisions. The ~~effective~~total ~~rate~~amount isof ~~reduced~~these todebentures 0%outstanding ~~due~~as toof ~~the~~June ~~full~~30, ~~valuation~~2025, ~~allowance~~is ~~on its net deferred tax assets~~$480,000.

~~The~~Interest ~~Company’s~~expense ~~ability to utilize net operating loss carryforwards will depend~~ on ~~its~~the ~~ability~~convertible todebentures ~~generate~~for ~~adequate~~the ~~future~~year ~~taxable~~ended ~~income. At~~ June 30, ~~2024,~~2025 ~~the~~and ~~Company~~2024 ~~had~~was ~~net operating loss carryforwards available to offset future taxable income in the amounts of approximately~~ $~~604~~21,~~000,~~392 ~~which can be carried forward indefinitely. Certain changes in ownership can result in a limitation on the amount of net operating loss~~ and ~~tax credit carryovers that can be utilized each year. As of June 30~~$0, ~~2024, management has not determined the extent of any such limitations, if any~~respectively.

~~The~~NOTE ~~Company~~5 ~~has~~– ~~evaluated~~STOCKHOLDERS’ ~~its~~EQUITY income tax positions and has determined that it does not have any uncertain tax positions. The Company will recognize interest and penalties related to any uncertain tax positions through its income tax expense.(DEFICIT)

The Company’s isauthorized ~~subject~~capital toconsists ~~taxation~~of ineighty-five ~~the~~million ~~U.S.~~(85,000,000) ~~and~~shares, ~~state~~comprised ~~jurisdictions. The~~of: ~~Company~~(i) isseventy-five ~~not~~million ~~presently~~(75,000,000) ~~subject~~shares toof ~~any~~Common ~~income~~Stock, ~~tax~~par ~~audit~~value in$0.001 ~~any~~per ~~taxing~~share ~~jurisdiction~~(the “Common Stock”); and (ii) 10,000,000 ~~though~~shares ~~all~~of ~~tax~~blank ~~years~~check ~~from~~Preferred ~~Inception~~Stock, ~~remain~~par ~~open~~value to$0.001 ~~examination~~per share (the “Preferred Stock”).

~~F-10~~In ~~Table~~relation to the below value of ~~Contents~~common stock issued, management estimated the fair market value of the Company’s common stock considering the thinly traded nature of its stock, the prevailing bid and ask prices, historical sales of stock, and current circumstances of the entity. Management determined that the thinly traded price was not believed to be representative of fair value at the time of these transactions, due to the significant spread in bid and ask prices and minimal number of trades to date. Management estimated the fair value to be $0.25 per share during the fiscal year ended June 30, 2025.

~~NOTE~~During 7the –period ~~COMMITMENTS~~from &January ~~CONTINGENCIES~~through April 2025, as compensation to members of its Advisory Board, the Company issued a total of 32,000 shares of its common stock, having an aggregate value of $8,000 based on a share price of $0.25 per share. Services for these shares is to be rendered over a one-year period.

~~Lease~~During ~~Commitments~~the period from March through June 2025, the Company issued a total of 270,000 shares of its common stock to consultants as compensation in lieu of cash, for consulting services having an aggregate value of $67,500, based on a share price of 0.25 per share. Services for these shares is to be rendered over a one-year period.

In ~~May~~February ~~2024~~2025, the Company ~~entered~~issued ~~into~~350,000 ashares ~~lease~~of ~~agreement~~its ~~for~~common ~~office~~stock ~~space.~~as ~~The~~partial ~~lease~~compensation ~~commenced~~in onthe ~~May~~purchase 1,of ~~2024~~software. The ~~and~~shares ~~expires~~were onvalued ~~October~~at 31$87,500, ~~2025~~based ~~with~~on ~~monthly~~the share price of $10.25 per share. Also in February 2025,~~609 throughout~~ the ~~lease~~Company ~~term. The~~issued ~~recognized~~250,000 ashares ~~right~~ of ~~use~~its ~~asset~~common ~~and~~stock ~~liability~~to its chief executive officer pursuant to terms of ~~$27,482~~a ~~using~~promissory note related to a ~~discount~~zero-interest ~~rate~~loan ofmade to the Company (Note 7).~~5%.~~

~~The~~NOTE ~~following~~6 is– aCOMMITMENTS ~~summary~~AND ~~of future annual minimum lease payments as of June 30, 2024:~~CONTINGENCIES

2024	19,309
2025	6,436
Total minimum lease payments	25,744
Less: Imputed interest	(1,165	)
Total lease obligations	24,579
Less: current portion	18,203
Long-term portion of lease obligations	6,376

Lease Commitments

~~Contingencies~~In May 2024, the Company entered into a lease agreement for office space. The lease commenced on May 1, 2024 and expires on October 31, 2025 with monthly of $1,609 throughout the lease term. The Company recognized a right of use asset and liability of $27,482 using a discount rate of 7.5%.

The ~~Company~~following ~~may~~is bea ~~subject~~summary ~~to pending legal proceedings and regulatory actions in the ordinary course~~ of ~~business.~~future ~~The~~annual ~~results~~minimum oflease ~~such~~payments ~~proceedings~~as ~~cannot be predicted with certainty, but the Company does not anticipate that the final outcome, if any, arising out~~ of ~~any~~June ~~such matters will have a material adverse effect on its business~~30, ~~financial condition or results of operations.~~2025:

NOTE 8 – SUBSEQUENT EVENTS

Fiscal 2026	6,436
Total minimum lease payments	6,436
Less: Imputed interest	(59	)
Total lease obligations	6,377
Less: current portion	6,377
Long-term portion of lease obligations	-

~~On July 1, 2024, the Board authorized a private placement offering to accredited investors of an unsecured 9% Convertible Debenture with a twenty~~F-~~four~~11 ~~month~~Table ~~maturity in the principal amount~~ of up to $5,000,000 (the “Debentures”), which Debentures will be convertible into shares of the Company’s common stock at the lower price of $0.75 per share or 20% below the average VWAP (Volume Weighted Average Price) per share of common stock for the ten (10) days prior to the date of conversion, with a minimum conversion price of $0.50 per share. The Debenture is subject to certain lock-up and leak-out provisions. Contents

~~As of September 30, 2024, the Company has received a total principal amount of $180,000 in cash proceeds from the issuance of Debentures.~~Contingencies

~~F-11~~The ~~Table~~Company may be subject to pending legal proceedings and regulatory actions in the ordinary course of ~~Contents~~business. The results of such proceedings cannot be predicted with certainty, but the Company does not anticipate that the final outcome, if any, arising out of any such matters will have a material adverse effect on its business, financial condition or results of operations.

NOTE 7 – RELATED PARTY TRANSACTIONS

Related party transactions are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties. Related parties are natural persons or other entities that have the ability, directly, or indirectly, to control another party or exercise significant influence over the party in making financial and operating decisions. Related parties include other parties that are subject to common control or that are subject to common significant influences.

In February 2025, pursuant to terms of a promissory note the Company issued 250,000 shares of its common stock to its chief executive officer as an accommodation for advancing the Company a zero-interest loan in the amount of $30,000. The loan was repayable within 30 days from date of issuance. The Company determined the relative fair value of the debt and equity. Accordingly, the debt was discounted by $20,270, which was accreted up through the maturity date. As of June 30, 2025, the Company had paid back the loan.

NOTE 8 – INCOME TAXES

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to capitalization of research and development costs for tax purposes, stock compensation and net operating loss carryforwards. As of June 30, 2025 and 2024, the Company had net deferred tax assets before valuation allowance of approximately $298,000 and $169,000, respectively.

The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Company assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to cumulative losses through June 30, 2025. Therefore, a valuation allowance of $287,000 and $169,000 was recorded as of June 30, 2025 and 2024, respectively. Valuation allowance increased by $129,000 and $154,000 during fiscal 2025 and 2024, respectively. Deferred tax assets were calculated using the Company’s combined effective tax rate, which it estimated to be approximately 28%. The effective rate is reduced to 0% due to the full valuation allowance on its net deferred tax assets.

F-12

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The Company’s ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At June 30, 2025, the Company had net operating loss carryforwards available to offset future taxable income in the amounts of approximately $1,065,000, which can be carried forward indefinitely. Certain changes in ownership can result in a limitation on the amount of net operating loss and tax credit carryovers that can be utilized each year. As of June 30, 2024, management has not determined the extent of any such limitations, if any.

The Company has evaluated its income tax positions and has determined that it does not have any uncertain tax positions. The Company will recognize interest and penalties related to any uncertain tax positions through its income tax expense.

The Company is subject to taxation in the U.S. and state jurisdictions. The Company is not presently subject to any income tax audit in any taxing jurisdiction, though all tax years from Inception remain open to examination.

NOTE 9 – SUBSEQUENT EVENTS

During July 2025, the Company issued additional convertible debentures in return for total cash proceeds of $50,000. The terms of the convertible debentures are disclosed in Note 4.

On August 2, 2025, the Company entered into a non-binding Letter of Intent (the “LOI”) to purchase an AI data annotation and labelling company operating in the Philippines. The total consideration for the acquisition is, comprised of an upfront cash payment of $600,000, a three-year convertible debenture in the principal amount of $450,000, and the issuance of 6,520,000 restricted shares of Nexscient’s common stock, $0.001 par value per share. Completion of the transaction is subject to standard due diligence, negotiation and execution of definitive documentation, receipt of necessary board approvals, and any third-party consents. The LOI contains standard representations, warranties, covenants, and conditions as well as mutual confidentiality and exclusivity provisions.

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9.A Controls and Procedures.

~~Evaluation of~~ Disclosure Controls and Procedures

~~Disclosure~~Under the supervision of and with the participation of our management, including our principal executive officer and our principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures ~~are~~as of June 30, 2025, the end of the period covered by this report on Form 10-K. The term “disclosure controls and procedures,” as set forth in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ~~ensure~~provide reasonable assurance that information required to be disclosed by a company in ~~our~~the reports ~~filed~~that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the ~~SEC's~~ rules and forms promulgated by the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by ~~our~~a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to ~~our~~the Company’s management, including its principal executive and principal financial officers, ~~or persons performing similar functions,~~ as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of June 30, 2024.

In designing and evaluating our disclosure controls and procedures, management recognizes that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and not be detected.

As of June 30, 2025, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) pursuant to Rule 13a-15 of the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are not effective.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) or Rule 15d-15(f) under the Exchange Act). Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2025. In making this assessment, our management used the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO Framework. Our management has concluded that, as of June 30, 2025 our internal control over financial reporting was not effective based on these criteria because of the material weaknesses described below.

Material weaknesses relate to the absence of a formal policies and procedures manual that governs reporting and oversight functions. Our size prevents us from being able to employ sufficient resources to a properly functioning reporting system; which also results in segregation of duties deficiencies. To the extent reasonably possible given our limited resources, we intend to take measures to cure the aforementioned weaknesses, including, but not limited to, increasing the capacity of our qualified financial personnel to ensure that accounting policies and procedures are consistent across the organization and that we have adequate controls over our Exchange Act reporting disclosures.

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Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting subsequent to the fiscal year ended June 30, ~~2024~~2025, which were identified in connection with our management’s evaluation required by paragraph (d) of rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.

Limitations of the Effectiveness of Disclosure Controls and Internal Controls

Our management, including our Principal Executive Officer and Principal Financial Officer, does not expect that our disclosure controls and internal controls will prevent all ~~error~~errors and all fraud. 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. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving our stated goals under all potential future conditions; over time, a control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Item 9.B Other Information

~~During~~Not ~~the fiscal year ended June 30, 2024, the Company completed a private placement and registered offering whereby a total of 2,157,312 common shares were issued for a total of cash proceeds of $364,797~~applicable. ~~The Company also issued 1,736,000 common shares for services valued at $327,000.~~

Item 9.C Disclosure Regarding Foreign Jurisdiction the Prevent Inspection

Not applicable.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance

Identification of Directors and Executive Officers

The following table sets forth the names and ages of our current directors and executive officers as of September 30, ~~2024~~2025:

Name and Age	Position(s) Held	Date of Appointment	Other Public Company Directorships
Fred E. Tannous, 58	Director, President & Chief Executive Officer, Treasurer, Secretary	March 14, 2023	None
Fred E. Tannous, 59	Director, President & Chief Executive Officer, Treasurer, Secretary	March 14, 2023	None
Tarek Shoufani, 44	Director, Chief Operating Officer	March 14, 2023	None
Tarek Shoufani, 45	Director, Chief Operating Officer	March 14, 2023	None
Michael Portera, 66	Director, Chief Financial Officer	July 12, 2023	None
Michael Portera, 67	Director, Chief Financial Officer	July 12, 2023	None
Eric Manlunas, 56	Director	April 19, 2023	None
Eric Manlunas, 57	Director	April 19, 2023	None

Term of Office

Should a vacancy exist, the Company’s Board of Directors has the power to nominate and appoint a director or directors to fill such vacancy, and each shall hold office until the next annual meeting of stockholders and until his/her successor shall have been duly elected and qualified.

Background and Business Experience

Fred E. Tannous, MSEE, MBA – Director, President & Chief Executive Officer, Treasurer and Secretary

As President and Chief Executive Officer, Mr. Tannous is responsible for overseeing all aspects of Nexscient’s vision, strategy, and product development. Mr. Tannous has over thirty-five years of experience in finance, engineering and new business development and previously held senior level positions at Fortune 500 companies and several start-ups. Over the past fifteen years, he has worked extensively with development stage and emerging companies to improve performance, enhance enterprise value and maximize returns. Mr. Tannous has also helped effect transactions valued at more than $1.2 billion as well as launching several of his own start-ups in several industries, including mobile and wireless communications and networking technologies. One of his previous start-up companies partnered with Los Alamos National Laboratories to commercialize a declassified military technology for continuous remote sensing and monitoring applications. Previously, from 2000 to 2005, Mr. Tannous co-founded and was the Chief Executive Officer of Health Sciences Group, an innovative life sciences company, where he was instrumental in successfully taking it public by effecting a self-underwritten public offering (IPO) of its equity securities and growing its market value to more than $100 million. Prior, Mr. Tannous held the position of Senior Analyst at corporate treasury for Hughes Aircraft Company, a government contractor, before transitioning to the position of Manager of Investments & Acquisitions at DIRECTV, where he worked with the CFO in financial operations and was responsible for valuing, structuring and executing strategic investments and overseeing the company’s portfolio having a market valuation of over $1 billion. From 1996 to 1999, as CFO of Colorado Casino Resorts, a gaming and hospitality concern, Mr. Tannous was instrumental in obtaining its listing and trading on NASDAQ and raising over $65 million in combined private equity and debt financing to expand its operations. Mr. Tannous started his career as an electrical engineer at Hughes Aircraft, where he worked on advanced radar signal and data processing techniques for electronic counter-counter-measures used in radar systems onboard F-14, F-15 and F-18/A fighter aircraft. He has co-authored several papers on proprietary and unconventional methods for detecting and countering radar jamming. Mr. Tannous holds a Master of Business Administration (MBA) in Finance and Banking from the University of Chicago (Booth) Graduate School of Business (1994) as well as a Master of Science (1990) and a Bachelor of Science (1988) in Electrical Engineering from the University of Southern California.

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Tarek N. Shoufani – Director, Chief Operating Officer

Mr. Shoufani has over twenty-five years of experience at the forefront of new and innovative technology sectors where he has focused on implementing corporate strategy into daily operations to meet key objectives. Since 2010, as Managing Director of SinoAmerican Global Fund, Mr. Shoufani is involved in various stages of the Fund’s portfolio companies spanning across a broad spectrum of industries globally. Mr. Shoufani brings extensive management experience in the technology industry as well as valuable know-how and expertise in market development and finance structuring within various industry sectors throughout the Americas, Asia, Europe, and Middle East. While working with IZP (2012-2015), a leading global big data company in Shenzhen, China, Mr. Shoufani was instrumental in helping expand their financial and logistical transactions segment across Asia-Pacific, Latin America, Europe and Middle East. As a key liaison with MPR Tech (2010-2012), China’s equivalent to eBay, Mr. Shoufani worked with management to streamline online auction management operations and improve top line revenues while helping realize savings in operating expenses. As a key member of 4PX (2008-2010), an e-commerce solutions provider based in Shanghai, China, Mr. Shoufani worked with designers and engineers to implement custom supply chain systems and software services that delivered efficiencies across multiple levels including installation, training, maintenance, and security. Mr. Shoufani holds a Bachelor of Arts (BA) from University of California in Business Economics and Marketing, and is fluent in English, Arabic and French.

Michael J. Portera – Director, Chief Financial Officer

Mr. Portera joined the Company as a Director and Chief Financial Officer on July 12, 2023. With over forty years of experience in finance, sales, and business development, he is responsible for overseeing the financial operations of the Company, liaising with investment banks and financial institutions on fundraising initiatives, advising on merger and acquisition transactions, and implementing industry best practices for the Company’s finances and overall financial health. Over the past fifteen years, Mr. Portera has worked with seasoned executives, entrepreneurs, and start-up businesses to successfully consummate thousands of transactions on a global basis. As a former Managing Director with NYPPEX Private Markets (2000-2011), he assisted accredited investors achieve liquidity for over half a billion dollars in illiquid securities in secondary markets with venture capital and private equity funds and was instrumental in raising capital for founders and management teams of early-stage startups. Previously, as Senior Vice President of Investments at Gilford Securities (1995-1999), Mr. Portera worked with Fortune 500 CEOs, Forbes 400 members, and high-net-worth individuals and institutions in various financings and investment-related initiatives. Over the course of his early career as a registered representative, Mr. Portera held senior-level positions at several investment banking firms, including Smith Barney (1992-1995), UBS (1988-1992), and Drexel Burnham Lambert (1983-1987). Early in his career, as a Certified Public Accountant (CPA), Mr. Portera served as a senior auditor at Deloitte & Touche in New York City. Mr. Portera holds a Bachelor of Science (BS) in Economics with a concentration in Accounting from the Wharton School at the University of Pennsylvania.

Eric Manlunas – Director

Mr. Manlunas has over thirty years of experience in various aspects of financing and building new enterprise. He is a valuable member of our Board due to his depth of operating, strategic, and transactional experience. As a recognized business leader, Mr. Manlunas excels in demanding and fluid environments, often across multiple markets, continents, and cultures. Over the past twenty years, as founder and Managing Partner of Wavemaker Partners (2003 – Present), a cross-border venture capital firm with offices in Los Angeles and Singapore, Mr. Manlunas has been part of over 450 investments in early-stage businesses. He is adept at assimilating high levels of complexity, balancing competing factors, and quickly forming sensible and workable strategies to achieve stability and deliver sustainable outcomes. Prior to becoming a venture capitalist, from 1999 to 2003, Mr. Manlunas founded, built and successfully sold two businesses, an e-commerce and Internet Service Provider, to strategic buyers. During the early part of his career, he started as a consultant with Arthur Andersen’s Retail Management Group. Mr. Manlunas holds a Master of Business Administration (MBA) from Pepperdine University (1995) and earned a Bachelor of Arts (BA) in Communications from Florida International University (1990).

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Term of Office

Each director serves for a term of one year and until his successor is elected at the Annual Shareholders’ Meeting and is qualified, subject to removal by the shareholders. Each officer serves for a term of one year and until his successor is elected at a meeting of the Board of Directors and is qualified.

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Employees

We have three executive officers. These individuals are not obligated to devote any specific number of hours to our matters and intend to devote only as much time as they deem necessary to our affairs. Our officers are devoted full time to the Company; the amount of time they will devote in any time period will vary based on the stage of the business and progress the company is making. Accordingly, once we are beyond the developmental phase our management will spend more time on our affairs.

Limitation of Liability and Indemnification Matters

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

Identification of Significant Employees

We have no significant employees other than the aforementioned Officers and Directors.

Family Relationship

Tarek N. Shoufani is the brother-in-law of Fred E. Tannous. Other than the foregoing, we currently do not have any officers or directors of our Company who are related to each other.

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Involvement in Certain Legal Proceedings

During the past ten years no director, executive officer, promoter or control person of the Company has been involved in the following:

(1) A petition under the Federal bankruptcy laws or any state insolvency law which was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

(2) Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3) Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

	i.	Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
	ii.	Engaging in any type of business practice; or
	iii.	Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

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(4) Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

(5) Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

(6) Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

(7) Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

	i.	Any Federal or State securities or commodities law or regulation; or
	ii.	Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
	iii.	Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

(8) Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Independence of Directors

The Board of Directors is currently composed of four members. Mr. Fred E. Tannous, Mr. Tarek N. Shoufani, Mr. Michael J. Portera, and Mr. Eric Manlunas. Messrs. Tannous, Shoufani and Portera do not qualify as independent Directors in accordance with the published listing requirements of the NASDAQ Global Market as they each hold officer positions. Mr. Eric Manlunas does qualify as an independent director as he is not an officer of the Company. The NASDAQ independence definition includes a series of objective tests, such as that the Director is not, and has not been for at least three years, one of the Company’s employees and that neither the Director, nor any of his family members has engaged in various types of business dealings with us. In addition, the Board of Directors has not made a subjective determination as to each Director that no relationships exist which, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a Director, though such subjective determination is required by the NASDAQ rules. Had the Board of Directors made these determinations, the Board of Directors would have reviewed and discussed information provided by the Directors and the Company with regard to each Director’s business and personal activities and relationships as they may relate to the Company and its management.

Committees

We do not currently have an audit, compensation or nominating committee. The Board of Directors as a whole currently acts as our audit, compensation and nominating committees. We intend to establish an audit, compensation and nominating committee of our Board of Directors once we expand the Board to include one or more independent directors and intend to adopt a charter for each committee.

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Our audit committee shall be primarily responsible for reviewing the services performed by our independent auditors, evaluating our accounting policies and our system of internal controls. Our compensation committee shall assist the Board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers and periodically reviewing and approving any long-term incentive compensation or equity plans, programs or similar arrangements. Our nominating committee shall assist the Board in selecting individuals qualified to become our directors and in determining the composition of the Board and its committees.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers and persons who beneficially own more than ten percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of change in ownership of our common stock and other equity securities. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Since inception, we have not had a class of equity securities registered under the Securities Exchange Act of 1934, as amended. Hence, compliance with Section 16(a) thereof by our officers and directors is not required.

Risk Oversight

Effective risk oversight is an important priority of the Board of Directors. Because risks are considered in virtually every business decision, the Board of Directors discusses risk throughout the year generally or in connection with specific proposed actions. The Board of Directors’ approach to risk oversight includes understanding the critical risks in the Company’s business and strategy, evaluating the Company’s risk management processes, allocating responsibilities for risk oversight among the full Board of Directors, and fostering an appropriate culture of integrity and compliance with legal responsibilities.

Corporate Governance

The Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the SEC and in other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has not formally adopted a written code of business conduct and ethics that governs the Company’s employees, officers and Directors as the Company is not required to do so.

In lieu of an Audit Committee, the Company’s Board of Directors is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company's financial statements and other services provided by the Company’s independent public accountants. The Board of Directors reviews the Company's internal accounting controls, practices and policies.

Code of Ethics

Our Board of Directors has not adopted a code of ethics. We anticipate that we will adopt a code of ethics when we increase either the number of our directors or the number of our employees.

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Item 11. Executive Compensation

Name and Principal Position	Fiscal YearEnded June 30	~~Management Fees~~Salaries($)		Bonus($)		Stock Awards($)		Option Awards($)		All Other Compensation($)		Total($)
Fred E. Tannous(1)	~~2024~~2025		8587,500		-		-		-		-62,500		85150,~~500~~000
Director, President & Chief ExecutiveOfficer, Treasurer, Secretary
Director, President & Chief Executive Officer, Treasurer, Secretary
Tarek N. Shoufani(1)	~~2024~~2025		6777,~~500~~000		-		-		-		-		6777,~~500~~000
Director, Chief Operating Officer
Michael J. Portera(1)(2)	2024		58,500		-		150,000		-		-		208,500
Michael J. Portera(1)	2025		41,000		-		-		-		-		41,000
Director, Chief Financial Officer
Eric Manlunas	~~2024~~2025		-		-		-		-		-		-
Director
Director(2)

(1) Officers doreceived ~~not receive~~ a nominal salary atduring ~~this~~the ~~time~~year, however, ~~receive~~ a ~~management~~portion ~~fee~~of ~~for~~their ~~services~~salary ~~rendered~~was deferred and ~~expenses incurred on behalf of the Company~~accrued; there are no formal employment contracts in place for their employment.

(2) ~~Michael~~Our ~~Portera~~outside ~~was~~board ~~appointed~~member asdid ~~Director~~not ~~and~~receive ~~Chief~~any ~~Financial Officer by the Board on July 12, 2023~~compensation. He ~~received a stock award in the amount of 1,500,000 shares, having a fair value of $150,000, as part of his appointment as an officer and director of the Company.~~ There are no arrangements for any future ~~awards to be earned or issued~~compensation.

~~Narrative~~32 ~~Disclosure~~Table toof ~~Summary Compensation Table~~Contents

~~There~~Narrative ~~are~~Disclosure ~~no formal contracts in place for employment of any officers. In addition~~ to ~~the~~Summary ~~foregoing,~~Compensation there are no employment contracts, compensatory plans or arrangements, including payments to be received from the Company with respect to any executive officer, that would result in payments to such person because of his resignation, retirement or other termination of employment with the Company, or its subsidiaries, any change in control, or a change in the person’s responsibilities following a change in control of the Company.Table

~~Outstanding~~There ~~Equity~~are ~~Awards~~no atformal ~~Fiscal~~contracts ~~Year-End~~in place for employment of any officers. In addition to the foregoing, there are no employment contracts, compensatory plans or arrangements, including payments to be received from the Company with respect to any executive officer, that would result in payments to such person because of his resignation, retirement or other termination of employment with the Company, or its subsidiaries, any change in control, or a change in the person’s responsibilities following a change in control of the Company.

~~There~~Outstanding ~~are~~Equity noAwards ~~current~~at ~~outstanding~~Fiscal ~~equity awards to our executive officers.~~Year-End

~~Long-Term~~There ~~Incentive~~are ~~Plans~~no current outstanding equity awards to our executive officers.

~~There~~Long-Term ~~are~~Incentive ~~no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.~~Plans

~~Compensation~~There ofare ~~Directors~~no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.

~~Our~~Compensation ~~directors receive no annual salary or bonus for their service as members~~ of ~~the Company’s board of directors.~~Directors

~~Security~~Our ~~Holders~~directors ~~Recommendations~~receive tono ~~Board~~annual salary or bonus for their service as members of ~~Directors~~the Company’s board of directors.

~~Shareholders~~Security ~~can~~Holders ~~direct~~Recommendations ~~communications~~ to ~~our~~Board ~~Chief~~of Executive Officer, Fred E. Tannous, at our executive offices. However, while we appreciate all comments from shareholders, we may not be able to individually respond to all communications. We attempt to address shareholder questions and concerns in our press releases and documents filed with the SEC so that all shareholders have access to information about us at the same time. Mr. Tannous collects and evaluates all shareholder communications. All communications addressed to our directors and executive officers will be reviewed by those parties unless the communication is clearly frivolous.Directors

25Shareholders ~~Table~~can ofdirect ~~Contents~~communications to our Chief Executive Officer, Fred E. Tannous, at our executive offices. However, while we appreciate all comments from shareholders, we may not be able to individually respond to all communications. We attempt to address shareholder questions and concerns in our press releases and documents filed with the SEC so that all shareholders have access to information about us at the same time. Mr. Tannous collects and evaluates all shareholder communications. All communications addressed to our directors and executive officers will be reviewed by those parties unless the communication is clearly frivolous.

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of June 30, ~~2024~~2025, by: (i) each of our directors; (ii) each of our named executive officers; and (iii) each person or group known by us to beneficially own more than 5% of our outstanding shares of common stock, par value $0.001 per share. Unless otherwise indicated, the shareholders listed below possess sole voting and investment power with respect to the shares they own. Unless otherwise specified, the address of each of the persons set forth below is care of the Company at the address 2029 Century Park East, Suite 400, Los Angeles, CA 90067.

Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power at any particular date.

Name and Address of Beneficial Owner	Title of Class	Amount and Natureof BeneficialOwnership(1)		Percent (%) of Class(2)
Fred E. Tannous(3)	Common		6,000,000		29.4	%
Fred E. Tannous (3)	Common		6,250,000		29.3	%
Tarek N. Shoufani(4)	Common		3,000,000		14.7	%
Tarek N. Shoufani (4)	Common		3,000,000		14.1	%
Eric Manlunas(5)	Common		1,773,000		8.7	%
Eric Manlunas (5)	Common		1,773,000		8.3	%
Michael J. Portera(6)	Common		1,500,000		7.3	%
Michael J. Portera (6)	Common		1,500,000		7.0	%
All Officers, Directors andBeneficial Owners as a Group (4 persons)	Common		12,273,000		60.1	%
All Officers, Directors and Beneficial Owners as a Group (4 persons)	Common		12,523,000		58.7	%

⁽¹⁾The number and percentage of shares beneficially owned is determined under rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares, which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table.

(2) Based on 2021,~~421~~323,312 issued and outstanding shares of common stock as of June 30, ~~2024~~2025.

(3) Fred E. Tannous is a Director and the Company's President, CEO, Secretary, and Treasurer. His beneficial ownership includes 6,~~000~~250,000 common shares.

⁽⁴⁾Tarek Shoufani is a Director and the Company’s Chief Operating Officer. His beneficial ownership includes 3,000,000 common shares.

⁽⁵⁾Eric Manlunas is member of the Company’s Board of Directors. His beneficial ownership includes 1,773,000 common shares directly owned.

⁽⁶⁾Michael J. Portera is a Director and the Company’s Chief Financial Officer. His beneficial ownership includes 1,500,000 common shares directly owned.

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Changes in Control

There are no present arrangements or pledges of the Company’s securities, which may result in a change in control of the Company.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Related Party Transactions

26In ~~Table~~February 2025, pursuant to terms of ~~Contents~~a promissory note the Company issued 250,000 shares of its common stock to its chief executive officer as an accommodation for advancing the Company a zero-interest loan in the amount of $30,000. The loan was repayable within 30 days from date of issuance. The Company determined the relative fair value of the debt and equity. As of June 30, 2025, the Company had paid back the loan.

On January 12, 2024, the Company issued a loan to our Chief Financial Officer in the amount of $15,000. The term of the loan is three months, with an annual interest rate of 8% on the principal amount, paid at maturity. The loan was evidenced with a Promissory Note issued by the borrowing officer. The loan was repaid in full on March 19, 2024.

During the year ended June 30, 2024, there were transactions incurred between the Company and Fred E. Tannous, Director, Chief Executive Officer, Secretary and Treasurer for management fees of $85,500 and reimbursement of expenses incurred on behalf of the Company.

During the year ended June 30, 2024, there were transactions incurred between the Company and Tarek Shoufani, Director and Chief Operating Officer, for management fees of $67,500 and reimbursement of expenses incurred on behalf of the Company.

During the year ended June 30, 2024, there were transactions incurred between the Company and Michael J. Portera, Director and Chief Financial Officer, for management fees of $58,500 and reimbursement of expenses incurred on behalf of the Company.

Other than the foregoing, none of the directors or executive officers of the Company, nor any person who owned of record or was known to own beneficially more than 5% of the Company’s outstanding shares of its Common Stock, nor any associate or affiliate of such persons or companies, has any material interest, direct or indirect, in any transaction that has occurred during the past fiscal year, or in any proposed transaction, which has materially affected or will affect the Company.

With regard to any future related party transaction, we plan to fully disclose any and all related party transactions in the following manner:

	·	Disclosing such transactions in reports where required;
	·	Disclosing in any and all filings with the SEC, where required;
	·	Obtaining disinterested directors’ consent; and
	·	Obtaining shareholder consent where required.

Review, Approval or Ratification of Transactions with Related Persons

Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officers, Directors and significant stockholders. However, all of the transactions described above were approved and ratified by our Board of Directors. In connection with the approval of the transactions described above, our Board of Directors, took into account several factors, including their fiduciary duties to the Company; the relationships of the related parties described above to the Company; the material facts underlying each transaction; the anticipated benefits to the Company and related costs associated with such benefits; whether comparable products or services were available; and the terms the Company could receive from an unrelated third party.

We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional Directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof. With regard to any future related party transaction, we plan to fully disclose any and all related party transactions in the following manner:

	·	Disclosing such transactions in reports where required;
	·	Disclosing in any and all filings with the SEC, where required;
	·	Obtaining disinterested directors’ consent; and
	·	Obtaining shareholder consent where required.

27 Table of Contents

Director Independence

Quotations for the Company’s common stock are entered on the Over-the-Counter Bulletin Board inter-dealer quotation system, which does not have director independence requirements. For purposes of determining director independence, the Company applied the definitions set out in NASDAQ Rule 4200(a)(15). Under NASDAQ Rule 4200(a)(15), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. As a result, the Company has one independent director, Eric Manlunas, as our other directors, Fred E. Tannous, Michael Portera, and Tarek Shoufani, are each also an executive officer of the Company.

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Item 14. Principal Accountant Fees and Services

	Year EndedJune 30, 2024		Year EndedJune 30, 2023
	Year EndedJune 30, 2025		Year EndedJune 30, 2024
Audit Fees	$	5448,~~075~~500	$	1254,~~500~~075
Audit Related Fees		-		-
Tax Preparation		-		-
Other		-		-
Total	$	5448,~~075~~500	$	1254,~~500~~075

Audit Fees consist of fees billed for professional services rendered for the audit of our financial statements and review of the interim financial statements included in quarterly reports and services that are normally provided by the above auditors in connection with statutory and regulatory fillings or engagements.

Audit-Related Fees are fees for assurance and related services by the principal accountant that are traditionally performed by the principal accountant and which are reasonably related to the performance of the audit or review of the registrant's financial statements and fees attributed to the audit.

In the absence of a formal audit committee, the full Board of Directors pre-approves all audit and non-audit services to be performed by the independent registered public accounting firm in accordance with the rules and regulations promulgated under the Securities Exchange Act of 1934, as amended. The Board of Directors pre-approved 100% of ~~the~~all ~~audit,~~services ~~audit-related~~rendered ~~and~~the ~~tax~~audit ~~services performed~~ by the independent registered public accounting firm for the fiscal periods ended June 30, ~~2024~~2025 and June 30, ~~2023~~2024. There were no non-attest services provided by dbbmckennon.

2836 Table of Contents

PART IV

Item 15. Exhibits and Financial Statements.

ExhibitNumber		~~ExhibitNumber~~Description	~~Description~~
3.1		3.Certificate of Incorporation filed with the Delaware Secretary of State on March 14, 2023 (1)	~~Certificate of Incorporation filed with the Delaware Secretary of State on March 14, 2023 (1)~~
3.2		~~3.2~~Amended and Restated Certificate of Incorporation dated May 9, 2023 (1)	~~Amended and Restated Certificate of Incorporation dated May 9, 2023 (1)~~
3.3		~~3.3~~Bylaws (1)	~~Bylaws (1)~~
10.1		10Bookkeeping Services Agreement with David E.1 Tannous, dated March 23, 2023 (2)	~~Bookkeeping Services Agreement with David E. Tannous, dated March 23, 2023 (2)~~
10.2		~~10.~~Board Member Consulting Agreement Eric Manlunas, dated May 17, 2023 (2)	~~Board Member Consulting Agreement Eric Manlunas, dated May 17, 2023 (2)~~
10.3		~~10.3~~Consulting Agreement with MJP Consulting, LLC, dated June 1, 2023 (2)	~~Consulting Agreement with MJP Consulting, LLC, dated June 1, 2023 (2)~~
10.4		~~10.4~~Software Development Agreement with CORSAC Technologies dated October 2, 2023 (2)	~~Software Development Agreement with CORSAC Technologies dated October 2, 2023 (2)~~
10.5		Consulting Agreement with Craig Truempi, dated January 10.5, 2024 (3)	~~Consulting Agreement with Craig Truempi, dated January 10, 2024 (*)~~
		31.1	Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (¥)
10.6		Software Support Agreement with i2 Analytics, Inc., dated _February 13, 2025(*)
		31.2	Certification of the Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (¥)
10.7		Software Purchase Agreement with i2 Analytics, Inc., dated February 13, 2025 (*)
		32.1	Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (¥)
31.1		Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (¥)
		32.2	Certification of the Principal Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (¥)
31.2		Certification of the Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (¥)
	101.INS		Inline XBRL Instance Document
32.1		Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (¥)
	101.SCH		Inline XBRL Taxonomy Extension Schema Document
32.2		Certification of the Principal Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (¥)
	101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.INS		Inline XBRL Instance Document
	101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
	101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase 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 Labels Linkbase Document
	104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

(1)	Previously filed as an exhibit to Registration Statement on Form S-1 filed with SEC on September 21, 2023, incorporated herein by reference.
(2)	Previously filed as an exhibit to Registration Statement, as amended, on Form S-1/A filed with the SEC on October 19, 2023, incorporated herein by reference.
(3)	Previously filed as an exhibit to the Annual Report on Form 10-K for the fiscal year ended June 30, 2024, filed with the SEC on October 1, 2024, incorporated herein by reference.
(*)	Filed herewith.
(¥)	This exhibit is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall such exhibit be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act or the Exchange Act, except as otherwise stated in such filing.

Item 16. Form 10-K Summary

None.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Nexscient, Inc.
Date: September 30, 2024	By:	/s/ Fred E. Tannous
Date: September 30, 2025	By:	/s/ Fred E. Tannous
		Fred E. Tannous
		Chief Executive Officer (Principal Executive Officer)
		Chief Executive Officer(Principal Executive Officer)

Date: September 30, 2024	By:	/s/ Michael J. Portera
Date: September 30, 2025	By:	/s/ Michael J. Portera
		Michael J. Portera
		Chief Financial Officer (Principal Accounting Officer)
		Chief Financial Officer(Principal Accounting Officer)

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Filing Compare · Nexscient, Inc.