UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended: ~~September~~March 3031, ~~2025~~2026

☐	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: 001-41515

Laser Photonics Corporation ~~(Exact name of registrant as specified in its charter)~~

(Exact name of registrant as specified in its charter)

Delaware

84-3628771

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

1101 N. Keller Road, Suite G Orlando, FL		32810
250 Technology Park Lake Mary, FL		32746
(Address of Principal Executive Offices)		Zip Code

(407) 804 1000

Registrant’s Telephone Number, Including Area Code

Not Applicable

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: ~~NONE~~

COMMON STOCK, $0.001 PAR VALUE

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		LASE		The Nasdaq Stock Market LLC

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, a 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 ~~December~~May 1714, ~~2025~~2026, the registrant had 2238,~~332~~319,~~826~~788 shares of common stock, par value $0.001 per share, outstanding.

TABLE OF CONTENTS

		Page No.
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1619
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1823
Item 4.	Controls and Procedures	1923
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	2025
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2025
Item 3.	Defaults Upon Senior Securities	2025
Item 4.	Mine Safety Disclosures	2025
Item 5.	Other Information	2025
Item 6.	Exhibits	2025
Signatures		2126
Certifications

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

LASER PHOTONICS CORPORATION

~~CONSOLIDATED~~ CONDENSED CONSOLIDATED BALANCE SHEETS

	As of September 30, 2025 (Unaudited)			As of December 31, 2024 (Audited)
	As of March 31, 2026 (Unaudited)			As of December 31, 2025 (Audited)
Assets
ASSETS
Current Assets:
Current Assets
Cash and Cash Equivalents	$	3,624,529		$	533,871
Cash	$	1,627,600		$	650,339
Accounts Receivable, Net		385,425			973,605
Accounts receivable, net of allowance for expected credit losses of $43,799 and $0, respectively		1,108,881			547,848
Contract Assets		462,160			759,658
Contract assets		64,009			258,037
Inventory		2,145,391			2,338,759
Inventories, net of reserves of $503,835 and $503,835, respectively		1,244,836			1,287,127
Other Current Assets		189,954			58,567
Deferred financing costs		-			125,000
Total Current Assets		6,807,459			4,664,460
Prepaid and other current assets		484,770			120,825
Property, Plant, & Equipment, Net		1,102,417			1,872,034
Total Current Assets		4,530,096			2,989,176
Intangible Assets, Net		4,979,030			5,458,522
Property, plant, and equipment, net		1,130,853			1,125,194
Other Long Term Assets		316,730			316,378
Intangible assets, net		898,637			922,701
Operating Lease Right-of-Use Asset		4,255,722			4,840,753
Operating lease right-of-use asset		4,043,611			4,110,531
Total Assets	$	17,461,358		$	17,152,147
Other long-term assets		302,000			302,000
Liabilities & Stockholders’ Equity
Total Assets	$	10,905,197		$	9,449,602
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts Payable	$	1,592,530		$	531,268
Accounts payable	$	1,507,992		$	1,595,333
Accounts Payable affiliate		182,559			27,988
Accounts payable – related parties		336,427			349,461
Account payable		182,559			27,988
Accounts payable		336,427			349,461
Short term loan		3,577,508			-
Accrued expenses		627,832			918,328
Short term loan - affiliates/ RP		751,000			-
Deferred revenue		1,342,536			1,157,128
Short term loan		751,000			-
Contract liabilities		2,874,427			1,205,007
Deferred Revenue		370,229			55,383
Notes payable – ($0 and $3,212,500 past due, respectively)		1,472,232			3,804,610
Contract Liabilities		1,552,846			1,042,090
Notes payable – related party		-			751,000
Current Portion of Operating Lease		283,650			649,989
Notes payable		-			751,000
Accrued Expenses		843,962			266,717
Lease liability, current		228,956			214,044
Total Current Liabilities		9,154,284			2,573,435
Derivative liability		124,516			338,902
Long Term Liabilities:
Total Current Liabilities		8,514,918			10,333,813
Lease liability - less current		4,207,901			4,366,419
Lease liability – non-current		4,090,602			4,152,375
Total Long Term Liabilities		4,207,901			4,366,419
Total Liabilities		12,605,520			14,486,188
Total Liabilities		13,362,185			6,939,854
Commitments and Contingencies		-			-
Stockholders’ Equity:
Stockholders’ Deficit
Preferred stock Par value $0.001: 10,000,000 shares authorized. 0 Issued: 0 shares were outstanding as of September 30, 2025 and December 31, 2024		-			-
Preferred shares par value $0.001: 10,000,000 shares authorized, no shares were issued and outstanding at March 31, 2026 and December 31, 2025, respectively		-			-
Common Stock Par Value $0.001: 100,000,000 shares authorized; 22,210,204 issued and 22,202,826 outstanding as of September 30, 2025 and 14,282,395 issued and 14,257,458 outstanding as of December 31, 2024		22,210			14,257
Common shares par Value $0.001: 100,000,000 shares authorized; 32,604,703 and 22,852,753 issued, and 32,597,325 and 22,845,345 outstanding, at March 31, 2026 and December 31, 2025, respectively		32,605			22,853
Additional Paid in Capital		19,642,112			17,886,159
Additional paid-in capital		26,433,718			20,160,923
Retained Earnings (Deficit)		(15,864,546	)		(7,754,313	)
Accumulated deficit		(28,156,643	)		(25,210,359	)
Shares to be issued		309,400			100,000
Treasury shares (7,378 and 7,378 shares, respectively)		(10,003	)		(10,003	)
Treasury Stock		(10,003	)		(33,810	)
Total Stockholders’ Deficit		(1,700,323	)		(5,036,586	)
Total Stockholders’ Equity		4,099,173			10,212,293
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	10,905,197		$	9,449,602
Total Liabilities & Stockholders’ Equity	$	17,461,358		$	17,152,147

See accompanying notes to condensed consolidated financial statements.

Table of Contents

LASER PHOTONICS CORPORATION

~~CONSOLIDATED~~CONDENSED CONSOLIDATED STATEMENTS OF ~~PROFIT AND LOSS~~OPERATIONS

	September 30,2025 (Unaudited)			September 30,2024 (Unaudited)			September 30,2025 (Unaudited)			September 30,2024 (Unaudited)
	For the Three Months Ended
	Three Months Ended						Nine Months Ended
	March 31, 2026 (Unaudited)			March 31, 2025 (Unaudited)
	September 30, 2025 (Unaudited)			September 30, 2024 (Unaudited)			September 30, 2025 (Unaudited)			September 30, 2024 (Unaudited)
Net sales	$	915,553		$	2,290,282
Net Sales	$	919,284		$	669,182		$	5,016,549		$	2,035,608
Cost of sales		1,304,004			1,389,791
Net Sales Affiliate		-			47,515			791,992			47,515
Gross (Loss) Profit		(388,451	)		900,491
Net Sales		-			47,515			791,992			47,515
Operating expenses:
Total Net Sales		919,284			716,697			5,808,541			2,083,123
Sales and marketing		621,454			674,582
Cost of Sales		1,104,278			107,277			3,463,665			772,481
General and administrative		1,638,833			1,634,965
Gross Profit		(184,994	)		609,420			2,344,876			1,310,642
Research and development costs		127,081			163,469
Operating Expenses:
Total Operating Expenses		2,387,368			2,473,016
Sales & Marketing		272,123			554,667			1,146,457			957,558
Operating Loss		(2,775,819	)		(1,572,525	)
General & Administrative		1,531,117			1,053,124			3,128,416			1,845,167
Other income (expenses):
Depreciation & Amortization		291,955			238,617			868,089			669,827
Interest expenses, net		(384,851	)		(99,000	)
Payroll Expenses		805,075			406,107			2,574,418			853,264
Change in fair value of derivative liability		214,386			-
Research and Development Cost		132,051			62,802			380,024			170,725
Other income (expenses)		-			(9,198	)
Total Operating Expenses		3,032,321			2,315,317			8,097,404			4,496,541
Total other expense		(170,465	)		(108,198	)
Operating Income (Loss)		(3,217,315	)		(1,705,897	)		(5,752,528	)		(3,185,899	)
Net Loss	$	(2,946,284	)	$	(1,680,723	)
Other Income (Expenses):
Deemed dividend on warrant inducement offer		(1,512,480	)		-
Total Other Income (Loss)		(1,438,293	)		80,629			(2,357,705	)		80,666
Loss Attributed to Common Shareholders	$	(4,458,764	)	$	(1,680,723	)
Income (Loss) Before Tax		(4,655,608	)		(1,625,268	)		(8,110,233	)		(3,105,233	)
Loss per share - basic and diluted before deemed dividend	$	(0.11	)	$	(0.12	)
Tax Provision		-			-			-			-
Loss per share (attributable to common shareholders)	$	(0.16	)	$	(0.12	)
Net Income (Loss)	$	(4,655,608	)	$	(1,625,268	)	$	(8,110,233	)	$	(3,105,233	)
Weighted average shares outstanding – basic and diluted		27,346,370			14,271,581
Deemed Dividend from Software Acquisition					-			-			(6,615,000	)
Deemed Dividend for Common Control Acquistion		(7,766,850	)		-			(7,766,850	)
Deemed Dividend for Cashless Exercise of Warrant		(6,312,971	)		-			(6,312,971	)
Net Comprehensive loss attributed to Common Shareholders		(18,735,429	)		(1,625,268	)		(22,190,054	)		(9,720,233	)
Earning (Loss) per Share:
Basic and diluted	$	(0.27	)	$	(0.13	)	$	(0.53	)	$	(0.29	)
Loss per share (attributable to common shareholders)		(1.09	)		(0.13	)		(1.46	)		(0.90	)
Weighted Average of Shares Outstanding		17,126,748			12,671,166			15,236,718			10,847,009

See accompanying notes to condensed consolidated financial statements.

Table of Contents

LASER PHOTONICS CORPORATION

~~CONSOLIDATED~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	2025 (Unaudited)			2024 (Unaudited)
	For the Three Months Ended
	Nine Months Ended September 30
	March 31, 2026 (Unaudited)			March 31, 2025 (Unaudited)
	2025 (Unaudited)			2024 (Unaudited)
OPERATING ACTIVITIES
Net Loss	$	(82,~~110~~946,~~233~~284	)	$	(31,~~105~~680,~~233~~723	)
Adjustments to Reconcile Net Loss to Net Cash Flow from Operating Activities:
Bad Debt		(31,301	)		208,351
Change in allowance for credit losses		43,799			10,651
Debt discount amortization		593,701			-
Shares issued for directors’ compensation		59,460			-
Shares issued for compensation		555,900			33,336
Shares issued for services		75,000			-
Impairment		487,050			-
Distribution to affiliate		-			(1,683,865	)
Depreciation & Amortization		868,089			669,827
Depreciation and amortization		116,379			237,011
Change in Operating Assets & Liabilities:
Debt discount amortization		41,289			-
Accounts Receivable		621,004			(165,282	)
Financing costs as additional note principal on default		105,411			-
Contract Assets		297,498			-
Change in fair value of derivative liability		(214,386	)		-
Inventory		752,072			(26,979	)
Right-of-use assets		66,920			66,920
Prepaids & Other Current Assets		(131,739	)		(15,976	)
Change in operating assets and liabilities:
Net Change, Right-of-Use Asset & Liabilities		60,174			-
Accounts receivable		(604,832	)		58,800
Accounts Payable		1,050,713			311,874
Contract assets		194,028			120,550
Affliate Accounts Payable		154,571			-
Inventories		42,291			322,167
Contract Liabilities		510,756			-
Prepaids and other current assets		(363,945	)		(213,247	)
Accrued Expenses		577,247			(132,431	)
Deferred financing costs		125,000			-
Deposits		-			(302,000	)
Lease liability		(46,861	)		(46,861	)
Deferred Revenue		314,846			(96,549	)
Accounts payable		(100,375	)		732,922
Net Cash Used in Operating Activities		(1,429,652	)		(2,621,062	)
Contract liabilities		1,669,420			295,873
Accrued expenses		(290,496	)		207,475
Deferred revenue		185,408			415,107
Net cash used in operating activities		(1,842,774	)		(1,157,220	)
INVESTING ACTIVITIES
Purchase of Property, Plant an Equipment		-			(57,550	)
Purchase of property, plant and equipment		(97,974	)		(22,560	)
Purchase of Research & Development Equipment		-			(5,295	)
Net cash used in investing activities		(97,974	)		(22,560	)
Office & Computer Equipment		(15,660	)		-
Invest in Leasehold Improvements		(6,900	)		(225,783	)
Net Cash Used in Investing Activities		(22,560	)		(288,628	)
FINANCING ACTIVITIES
IPFS Loan		42,763			-
Proceeds from issuance of common stock and warrants, net of offering costs		4,121,272			-
Borrowings on debt		6,469,627			-
Proceeds from warrant exercises		753,091			-
Principal payments on debt		(3,545,561	)		-
Proceeds from warrant inducement exercise, net of offering costs		1,273,724			-
Short term Loan From Affliate		751,000			-
Repayment of notes payable		(4,070,828	)		-
Shares Issued under PIPE		3,487,353			2,652,350
Repayment of notes payable- related party		(751,000	)		-
Distribution to affiliate		(2,706,547	)		(3,822,037	)
Repayment of notes payable		(751,000	)		-
Treasury Stock		44,235			-
Proceeds from notes payable, net		1,591,750			825,000
Net Cash provided by (used in) Financing Activities		4,542,870			(1,169,687	)
Net cash provided by financing activities		2,918,009			825,000
Net Cash Flow for Period		3,090,658			(4,079,377	)
Increase (decrease) in cash		977,261			(354,780	)
Cash and Cash Equivalents - Beginning of Period		533,871			6,201,137
Cash - Beginning of Period		650,339			533,871
Cash and Cash Equivalents- End of Period	$	3,624,529			2,121,760
Cash - End of Period	$	1,627,600		$	179,091
NON-CASH INVESTING AND FINANCING ACTIVITIES
Shares issued for Investment		100,000
Shares issued for investment		-		$	100,000
Transfer demo inventory to PPE		14,833
Inventory transferred to property, plant, and equipment	$	-		$	14,833
Promissory Note to extinguish Warrants		362,500
Deemed dividend on warrant inducement offering	$	1,512,480		$	-
Stock issued for Beamer Aquisiotion		643,698
Share issued for purchase of license					6,615,000
Common Stock to be issued for cashless exercise of warrants					62
Stock and Warrants for loan issuance		345,522
Exchange of warrant		6,312,972
SUPPLEMENTARY CASH FLOW INFORMATION
Cash Received / Paid During the Period for:
Cash Paid During the Period for:
Income Taxes		-
Income taxes	$	-		$	-
Interest	$	-289,416		$	-

See accompanying notes to condensed consolidated financial statements.

Table of Contents

LASER PHOTONICS CORPORATION

~~STATEMENTS~~CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

(UNAUDITED)

	Shares		Amount		Shares		Amount		Shares		Amount		Stock			APIC			Deficit				Equity
	Three months ended September 30, 2025
	Three months ended March 31, 2026
	Preferred Stock				Common Stock				Shares to be issued				Treasury						Accumulated				Stockholders
	Shares		Amount		Shares		Amount		Shares		Amount		Stock			APIC			Deficit				Equity
Balance, June 30, 2025 (Unaudited)		-		-		14,276,150	$	14,276		-		-	$	(33,810	)	$	15,565,439		$	(11,208,938	)		$	4,336,967
Balance, December 31, 2025 (Audited)		-		-		22,845,345	$	22,853		-		-	$	(10,003	)	$	20,160,923		$	(25,210,359	)	-	$	(5,036,586	)
Net Loss from the three months ended September 30, 2025				-				-				-							$	(4,655,608	)		$	(4,655,608	)
Net loss for the three months ended March 31, 2026		-		-		-		-		-		-		-			-			(2,946,284	)	-		(2,946,284	)
Distribution to affiliate																$	(285,846	)					$	(285,846	)
Public offering of common stock and issuance of equity-classified warrants, net		-		-		7,142,858		7,143		-		-		-			4,114,129			-		-		4,121,272
Stock Issue PIPE						1,098,902	$	1,099								$	3,486,254						$	3,487,353
Issuance of common stock upon exercise of warrants		-		-		1,075,844		1,076		-		-		-			752,015			-		-		753,091
Stock issue for Consulting Services						85,000	$	85								$	246,415						$	246,500
Issuance of common stock and warrants from warrant inducement offering, net		-		-		1,373,630		1,374		-		-		-			2,784,830			-		-		2,786,204
Stock issued for common control acquisition						3,000,000	$	3,000								$	8,397,000						$	8,400,000
Deemed dividend on warrant inducement offering		-		-		-		-		-		-		-			(1,512,480	)		-		-		(1,512,480	)
Stock issue for consideration ofPromissory Note						418,000	$	418								$	345,104						$	345,522
Common shares issued for services		-		-		99,648		99		-		-		-			74,901					-		75,000
Adjustment Common Stock							$	25								$	(25	)						-
Common shares issued for directors’ compensation		-		-		60,000		60		-		-		-			59,400					-		59,460
Warrant redemption																$	(362,500	)					$	(362,500	)
Balance, March 31, 2026 (Unaudited)		-		-		32,597,325	$	32,605		-		-	$	(10,003	)	$	26,433,718		$	(28,156,643	)	-	$	(1,700,323	)
Sale of Treasury Stock						17,559							$	23,807		$	20,428						$	44,235
Compensation forService Agreement										130000	$	309,400											$	309,400
Deemed Dividend																$	(14,079,821	)					$	(14,079,821	)
						`
Exchange of Warrants						3,307,215	$	3,307								$	6,309,664						$	6,312,971
Balance, September 30, 2025 (Unaudited)		-		-		22,202,826	$	22,210		130000	$	309,400	$	(10,003	)	$	19,642,112		$	(15,864,546	)		$	4,099,173

	Three months ended September 30, 2024
	Shares		Amount		Shares		Amount		Shares		Amount (Deficit)			Stock (Deficit)			Capital (Deficit)			Accumulated Gain			loss (Deficit)			Stockholders’ Equity
	Preferred Stock				Common Stock				Shares to be issued					Treasury						Accumulated			Stockholders
	Three months ended March 31, 2025
	Shares		Amount		Shares		Amount		Shares		Amount			Stock			APIC			Deficit			Equity
	Preferred Stock				Common Stock				Shares to be issued.					Treasury			Additional Paid-in						Accumulated Comprehensive
Balance, June 30, 2024 (Unaudited)		-		-		12,270,427	$	12,270		-		-		$	(25,240	)	$	17,012,050		$	(6,715,451	)	$	10,283,629
	Shares		Amount		Shares		Amount		Shares		Amount (Deficit)			Stock (Deficit)			Capital (Deficit)			Accumulated Gain			loss (Deficit)			Stockholders’ Equity
Net Loss from the three months ended September 30, 2024				-								-			-					$	(1,625,268	)	$	(1,625,268	)
	#		$		#		$		#		$			$			$			$			$			$
Distribution to affiliate																	$	(1,623,043	)				$	(1,623,043	)
As at December 31, 2024 (Audited)		-		-		14,257,458		14,257		-		100,000			(33,810	)		17,886,159			(7,754,313	)		-			10,212,293
Stock Issue PIPE						1,500,000	$	1,500									$	2,650,850					$	2,652,350
Net loss		-		-		-		-		-		-			-			-			(1,680,723	)		-			(1,680,723	)
Cashless Exercise of Warrants						61,970	$	62									$	(62	)					-
Shares issued for investment		-		-		18,692		19				(100,000	)		-			99,981			-			-			-
Balance, September 30, 2024 (Unaudited)		-		-		13,832,397	$	13,832		-		-		$	(25,240	)	$	18,039,795		$	(8,340,719	)	$	9,687,668
Distributions to affiliate		-		-		-		-		-		-			-			(1,683,865	)		-			-			(1,683,865	)
As at March 31, 2025 (Unaudited)		-		-		14,276,150		14,276		-		-			(33,810	)		16,302,275			(9,435,036	)		-			6,847,705

See accompanying notes to condensed consolidated financial statements

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	Nine months ended September 30, 2025
	Preferred Stock				Common Stock				Shares to be issued					Treasury						Accumulated			Stockholders
	Shares		Amount		Shares		Amount		Shares		Amount			Stock			APIC			Deficit			Equity
Balance, December 31, 2024 (Audited)		-		-		14,257,458	$	14,257		-	$	100,000		$	(33,810	)	$	17,886,159		$	(7,754,313	)	$	10,212,293
Net Loss from the nine months ended September 30, 2025				-								-			-					$	8,110,233		$	(8,110,233	)
Distribution to affiliate																	$	(2,706,547	)				$	(2,706,547	)
Stock Issue PIPE						1,098,902	$	1,099									$	3,486,254					$	3,487,353
Stock issue forConsulting Services						85,000	$	85									$	246,415					$	246,500
Stock issued for common control acquisition						3,018,692	$	3,019			$	(100,000	)				$	8,496,981					$	8,400,000
Stock issue for consideration of Promissory Note						418,000	$	418									$	345,104					$	345,522
Adjustment Common Stock							$	25									$	(25	)					-
Warrant redemption																	$	(362,500	)				$	362,500	)
Sale of Treasury Stock						17,559								$	23,807		$	20,428					$	44,235
Compensation forService Agreement										130000	$	309,400											$	309,400
Deemed dividend																	$	(14,079,821	)				$	(14,079,821	)
						`
Exchange of Warrants						3,307,215	$	3,307									$	6,309,664					$	6,312,971
Balance, September 30, 2025 (Unaudited)		-		-		22,202,826	$	22,210		130000	$	309,400		$	(10,003	)	$	19,642,112		$	(15,864,546	)	$	4,099,173

	Nine months ended September 30, 2024
	Preferred Stock				Common Stock				Shares to be issued				Treasury						Accumulated			Stockholders
	Shares		Amount		Shares		Amount		Shares		Amount		Stock			APIC			Deficit			Equity
Balance, December 31, 2023 (Audited)		-		-		9,253,419	$	9,253		-		-	$	(25,240	)	$	19,180,725		$	(5,235,486	)	$	13,929,252
Balance		-		-		9,253,419	$	9,253		-		-	$	(25,240	)	$	19,180,725		$	(5,235,486	)	$	13,929,252
Net Loss from the nine months ended September 30, 2024				-								-		-					$	(3,105,233	)	$	(3,105,233	)
Net Loss				-								-		-					$	(3,105,233	)	$	(3,105,233	)
Distribution to affiliate																$	(3,822,037	)				$	(3,822,037	)
Stock Issued for compensation						17,008	$	17								$	33,319					$	33,336
Stock issued for Software purchases						3,000,000	$	3,000								$	6,612,000					$	6,615,000
Deemed Dividend to APIC																$	(6,615,000	)				$	(6,615,000	)
Stock Issue PIPE						1,500,000	$	1,500								$	2,650,850					$	2,652,350
Cashless Exercise of Warrants						61,970	$	62								$	(62	)					-
Balance, September 30, 2024 (Unaudited)		-		-		13,832,397	$	13,832		-		-	$	(25,240	)	$	18,039,795		$	(8,340,719	)	$	9,687,668
Balance		-		-		13,832,397	$	13,832		-		-	$	(25,240	)	$	18,039,795		$	(8,340,719	)	$	9,687,668

See accompanying notes to financial statements

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LASER PHOTONICS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 – ~~BUSINESS~~ORGANIZATION

WeLaser ~~were~~Photonics Corporation (the “Company”) was formed under the ~~law~~laws of Wyoming on November 8, 2019., Weand changed ~~our~~its domicile to Delaware on March 5, ~~2021~~2020. WeThe ~~are~~Company, located in central Florida, is a vertically integrated manufacturing company for photonics-based industrial products and solutions ~~and~~, ~~since~~primarily ~~recently~~disruptive ~~acquiring Beamer Laser Marking Systems during Q3 2025, a developer of full-service~~ laser ~~marking~~cleaning machines for the medical, aerospace, defence, firearms, automotive, and general industrial markets and in Q4 2024 the assets of Control Micro Systems, Inc - expanding the market for our laser products into a large, growing pharmaceutical manufacturing vertical, in what we believe is a recession-resistant sector with significant barriers to entrytechnologies.

~~Our~~In ~~vertically~~November ~~integrated~~2024, ~~operations~~the ~~allow~~Financial usAccounting toStandards ~~reduce~~Board ~~development~~(“FASB”) ~~and~~issued ~~advanced~~Accounting ~~laser~~Standards ~~equipment~~Update ~~manufacturing~~(“ASU”) ~~time~~No. 2024-03, ~~offer~~Income ~~better~~Statement—Reporting ~~prices,~~Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation ~~control~~of ~~quality~~Income ~~and~~Statement ~~protect~~Expenses ~~our~~which ~~proprietary~~includes ~~knowhow~~amendments ~~and~~that ~~technology~~require ~~compared~~disclosure in the notes to ~~other~~financial ~~laser~~statements ~~cleaning~~of ~~companies~~specified information about certain costs and ~~companies~~expenses, including purchases of inventory; employee compensation; and depreciation, amortization and depletion expenses for each caption on the income statement where such expenses are included. The amendments are effective for the Company’s annual periods beginning January 1, 2027, with ~~competing~~early adoption permitted, and should be applied either prospectively or ~~technologies~~retrospectively. The Company is evaluating this ASU to determine its impact on the Company’s disclosures.

OnOther ~~November~~recent ~~27,~~accounting ~~2023,~~pronouncements ~~FASB~~issued ~~issues~~by ~~ASU~~the ~~2023-07. ASU 2023-07 is effective for public entities fiscal years beginning after December 15~~FASB, ~~2023, and~~its ~~interim~~Emerging ~~periods~~Issues ~~within~~Task ~~fiscal years beginning after December 15~~Force, ~~2024. ASU 2023-07 enhances segment reporting under Topic 280 by expanding~~ the ~~breadth~~American ~~and~~Institute ~~frequency~~ of ~~segment~~Certified ~~disclosures.~~Public ~~Its amendments fall into the following categories. Topic 280 requires a public~~Accountants, ~~entity to disclose entity-wide~~ and ~~segment information in~~ the ~~notes~~Securities toand ~~financial~~Exchange ~~statements.~~Commission ~~This~~did ~~includes~~not ~~the measure of profit~~ or ~~loss that~~are ~~the~~not ~~CODM~~believed ~~uses~~by tomanagement ~~assess segment performance and decide how~~ to ~~allocate resources, as well as certain specified amounts included in that measure – e.g. revenue, depreciation and amortization, interest and income tax expense. However, investors~~ have ~~observed that there has been limited information reported about~~ a ~~segment’s~~material ~~expenses.~~impact ~~The~~on ~~analysis of~~ the ~~company after acquisition of CMS~~Company’s ~~concluded~~present ~~that~~or wefuture ~~have~~financial ~~only one segment and according to this, the results will be disclosed consolidated~~statements.

Going Concern

The ~~Company~~accompanying ~~has~~condensed ~~not~~consolidated ~~earned~~financial ~~sufficient~~statements ~~revenue~~have ~~since~~been ~~its~~prepared ~~inception~~under ~~and~~the ~~has~~assumption ~~sustained~~that ~~operating~~the ~~losses~~Company ~~during~~will ~~the~~continue ~~quarter~~as ~~ending September~~a 30going concern. In accordance with FASB Accounting Standards Codification (“ASC”) 205-40, ~~2025~~Going Concern, ~~mainly~~the ~~due~~Company’s management tohas ~~investments~~evaluated inwhether ~~its~~there ~~sales~~are ~~and~~conditions ~~marketing~~or ~~departments.~~events ~~The~~that ~~Company~~raise ~~had~~substantial ~~sufficient~~doubt ~~working~~about ~~capital~~its ability to continue as ofa ~~December~~going ~~31,~~concern ~~2024~~within one year after the date these financial statements are issued. ~~However~~In addition, the Company’s ~~continuation~~independent asregistered apublic ~~going~~accounting ~~concern~~firm, isin ~~dependent on~~ its ~~ability~~report toon ~~generate~~the ~~additional cash flow from~~Company’s ~~operations~~consolidated tofinancial ~~meet~~statements ~~its~~for ~~obligations~~the ~~and/or~~year ~~obtain~~ended ~~additional~~December ~~financing~~31, as2025, ~~may~~included bean ~~required.~~explanatory ~~There~~paragraph isregarding ~~substantial~~there being substantial doubt about the ~~ability of the~~ Company’s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments that might result from this uncertainty.

~~Our~~The ~~principal~~Company ~~executive~~has ~~offices~~incurred ~~are~~recurring ~~located~~operating atlosses ~~1101~~and N.experienced ~~Keller~~negative Rdoperating cash flows., ~~Suite~~For Gthe three months ended March 31, ~~Orlando~~2026, the ~~Florida~~Company ~~32810~~reported a net loss of $2,946,284 and ~~our~~net ~~telephone~~cash ~~number~~used isin ~~(407)~~operating ~~804-1000~~activities of $1,842,774. As of March 31, 2026 and December ~~Our~~31, ~~corporate~~2025, ~~website~~the isCompany ~~https://laserphotonics~~had negative working capital of approximately $4.~~com~~0 million and $7.3 million, respectively. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these condensed consolidated financial statements are issued.

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The improvement in working capital during the quarter was primarily attributable to financing activities completed during the period, including a February 2026 public offering, warrant exercises, and repayment of outstanding obligations. The Company’s ability to continue as a going concern depends on its ability to raise additional debt or equity capital to fund its business activities and ultimately achieve sustainable operating revenues and profitability. The Company has financed its working capital requirements through borrowing from various sources and the sale of its equity securities.

Management’s plans to address these conditions include continued capital raising initiatives, including warrant exercise and inducement transactions completed subsequent to quarter-end that generated approximately $3.6 million of net proceeds in April 2026, active management of working capital, reduction of discretionary expenditures, and initiatives intended to increase equipment sales and improve operating cash flows. While management believes these actions may improve liquidity and support ongoing operations, there can be no assurance that such plans will be successfully implemented or that sufficient financing will be available on acceptable terms, as market conditions present uncertainty regarding the Company’s ability to secure additional funds.

Accordingly, management concluded that substantial doubt regarding the Company’s ability to continue as a going concern continues to exist.

The accompanying condensed consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty.

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements and accompanying notes of Laser Photonics Corporation (the “Company”) have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and include the financial statements of the Company’s wholly owned operating subsidiary, Control Micro Systems, Inc. (“CMS”). Intercompany balances and transactions have been eliminated in consolidation. The unaudited condensed consolidated financial statements and accompanying notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These financial statements should be read in conjunction with the financial statements, notes and significant accounting policies included in our Annual Report on Form 10-K for the year ended December 31, 2025.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & USE OF ESTIMATES.

The accompanying unaudited condensed financial statements and notes of Laser Photonics Corporation (the “Company”) are presented in United States dollars and have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, those do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These financial statements should be read in conjunction with the financial statements, notes and significant accounting policies included in our Annual Report on Form 10-K for the year ended December 31, 2024.

Given the nature of the revenue recognition process, the Company generates contract liabilities to the extent that a customer pays on project progress before the company fulfills its performance obligations under a contract or contract assets to the extent that the Company has earned by satisfying performance obligations but has not yet billed the customer. Contract assets represent a right to receive payment in the future once certain conditions are met per the terms of the contract. The balance of contract asset and liabilities as of 9/30/25 were $462,160 and $1,552,846, respectively, and as of 12/31/24 were $759,658 and $1,042,090, respectively.

ASC-280 Segment Reporting

~~Financial~~The ~~Accounting~~Company ~~Standard~~operates Board (“FASB”) ASC Topic 280, “Segment Reporting,” requires annual and interim reporting for an enterprise’s operating segments and related disclosures about its products, services, geographic areas and major customers. An operating segment is defined as a ~~component~~single ofreportable ~~an enterprise that engages in business activities from which it may earn revenues and expenses~~segment, ~~and~~as ~~about~~determined ~~which separate financial information is regularly evaluated~~ by the chief operating decision maker, inwho ~~deciding~~evaluates ~~how~~financial performance toon ~~allocate~~a ~~resources~~consolidated basis.

Laser Photonics operates as one segment located in Orlando, FL. Our Company develops industrial laser cleaning, cutting, welding, marking, and wire stripping across multiple industries and customer bases. The chief operating decision maker (CODM) being the Chief Executive Officer. The CODM uses net income from operations to evaluate and make key operating decisions.

Our significant accounting policies are provided in “Note 2 – Summary of Significant Accounting Policies” in our Financial Statements 2024 Form 10-K. There have been no material changes to our significant accounting policies from those disclosed in our 2024 Form 10-K for the fiscal year ended December 31, 2024.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at dates of the financial statements and the reported amounts of revenue and expenses during the periods. ~~Actual~~Estimates ~~results could differ from these estimates. Our significant estimates~~ and assumptions include ~~depreciation~~valuation ~~and~~of ~~the~~financial ~~fair~~instruments, ~~value~~valuation of ~~our stock~~intangibles, stock-based compensation, ~~debt~~revenue ~~discount~~recognition, inventory valuation, depreciable lives, and ~~the~~deferred tax valuation ~~allowance~~allowances. ~~relating~~Actual toresults ~~the~~could ~~Company’s~~differ ~~deferred~~from ~~tax~~these ~~assets~~estimates.

~~Assets~~Accounts Receivable

~~Cash~~Trade accounts receivable are recorded net of allowance for expected credit losses. The Company extends credit to its customers in the normal course of business and ~~Cash~~performs ~~Equivalents~~on-going credit evaluations of its customers. The allowance is based upon an estimate of expected credit losses over the life of outstanding receivables and involves an assessment of customer creditworthiness, historical payment experience, an assumption of future expected credit losses, and the age of outstanding receivables. As of March 31, 2026 and December 31, 2025, the Company’s allowance for expected credit losses was $43,799 and $0, respectively.

Cash and cash equivalents consist of highly liquid investments with an original maturity of three months or less at the date of purchase. Cash and cash equivalents are carried at cost, which approximates fair value.

As of September 30, 2025, and December 31, 2024, the Company had $3,624,529 and $533,871 of cash, respectively.

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~~Accounts Receivable~~Inventories

~~Trade~~Inventories ~~accounts receivables~~ are ~~recorded~~stated ~~net~~at ofa ~~allowance~~lower ~~for~~cost ~~expected~~or ~~uncollectible~~net ~~accounts.~~realizable ~~The~~value ~~Company~~using ~~extends credit to its customers in~~ the ~~normal course of business and performs on~~first-~~going~~in-first-out ~~credit~~(FIFO) ~~evaluations of its customers~~method. ~~All~~The ~~accounts, or portions thereof, that are deemed uncollectible are written off to bad debt expense, as incurred. As of September 30, 2025, and December 31, 2024, the~~ Company~~’s ledger~~ ~~had~~has ~~$385,425,~~four ~~and~~principal ~~$973,605, respectively as a balance for collectible accounts. Allowance and amount recognized as bad debt as~~categories of ~~September 30, 2025, are $158,584 and ($31,301) respectively, and as of December 31, 2024, were $193,333 and $248,413 respectively.~~inventory:

AsEquipment ofparts ~~September~~inventory ~~30,~~- ~~2025,~~This inventory represents components and raw materials that are currently in the ~~debts~~process of ~~New~~being ~~England~~converted ~~Small~~to a ~~Tube~~certifiable ~~Corporation~~lot ~~(22%),~~of ~~Hydro~~saleable ~~Flask~~products ~~(16%)~~through the manufacturing and/or ~~Electrical~~equipment ~~Automation~~assembly ~~Professionals~~process. Inventories include parts and components ~~(11%)~~that ~~were~~may ~~over~~be ~~10%~~specialized ofin nature and subject to rapid obsolescence. The Company periodically reviews the ~~total~~quantities and carrying values of inventories to assess whether the ~~A/R~~inventories are recoverable. AsBecause of ~~December~~the ~~31,~~Company’s ~~2024~~vertical integration, ~~debts~~a ofsignificant or ~~Nebraska~~sudden ~~Public~~decrease ~~Power~~in ~~District~~sales ~~(10.2%),~~activity ~~Phillips66~~could ~~(17%), Fisher~~result &in ~~Paykel~~a ~~Healthcare~~significant ~~Ltd~~change ~~(13~~in the estimates of excess or obsolete inventory valuation.~~9%)~~ The ~~and~~costs ~~New~~associated ~~England~~with ~~Small~~provisions ~~Tube~~for ~~Corporation~~excess ~~(19%)~~quantities, ~~were~~technological ~~over~~obsolescence, ~~10%~~or ofcomponent rejections are charged to the ~~total~~cost of sales as incurred.

~~Advertising~~Work ~~Expenses~~in process inventory - Work in process inventory consists of inventory that is partially manufactured or not fully assembled as of the date of these financial statements. This equipment, machines, parts, frames, lasers and assemblies are items not ready for use or resale. Costs are accumulated as work in process until sales ready items are compete when it is moved to finished goods inventory. Amounts in this account represent items at various stages of completion at the date of these financial statements.

~~Marketing,~~Finished ~~advertising~~goods inventory - Finished goods inventory consists of inventory that is complete and ~~promotion~~ready ~~expenditures~~for ~~are~~commercial ~~expensed~~application inwithout ~~the~~further cost ~~annual~~other ~~period~~than delivery and setup. Finished goods inventory includes items that have been purchased in ~~which~~finished form as well as units that have been fully manufactured or assembled by the ~~expenditure~~Company isthrough ~~incurred~~its production process. Finished goods inventory includes demo and other equipment, lasers, software, machines, parts or assemblies..

~~Research~~Consignment &inventory ~~Development~~– ~~Expenses~~Consignment inventory held at third-party locations is included in inventories on the accompanying balance sheets and is stated at the lower of cost or net realizable value. The Company retains title to consignment inventory until the inventory is sold to an end customer.

~~Research~~On &March ~~Development~~31, ~~expenditures~~2026, ~~are~~and ~~expensed~~December in31, ~~the~~2025, ~~annual~~respectively, ~~period~~our ininventories ~~which~~consisted of the ~~expenditure is incurred.~~following:

~~Stock Based~~ SCHEDULE ~~Compensation~~OF INVENTORY

The Company accounts for stock-based payments in accordance with the provision of ASC 718, which requires that all share-based payments issued to acquire goods or services, including grants of employee stock options, be recognized in the statement of operations based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation related to share-based awards is recognized over the requisite service period, which is generally the vesting period.

	As of March 31,			As of December 31,
	2026			2025
	(Unaudited)			(Audited)
Equipment parts	$	1,141,032		$	1,098,427
Finished goods		416,496			460,676
Work in process		152,782			193,498
Consignment inventory		38,361			38,361
Inventory reserve		(503,835	)		(503,835	)
Total inventory, net	$	1,244,836		$	1,287,127

~~The Company accounts for stock-based compensation awards issued to non-employees for services~~Property, ~~as prescribed by ASC 718-10, at either the~~ ~~fair value of the services rendered or the instruments issued in exchange for such services~~Plant, whichever is more readily determinable. The Company issues compensatory shares for services including, but not limited to, executives, management, accounting, operations, corporate communication, financial and ~~administrative consulting services.~~Equipment

~~Lease~~Property ~~Accounting~~and equipment are recorded at cost less accumulated depreciation. Expenditures for major additions and improvements are capitalized, and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is included in the results of operations for the respective period.

The Company leases office space and the production facility under operating lease agreements. The lease term begins on the date of initial possession of the leased property for purposes of recognizing lease expense on a straight-line basis over the term of the lease. Lease renewal periods are considered on a lease-by-lease basis and are generally not included in the initial lease term.

Revenue Recognition

Under Topic 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Topic 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, we assess the goods or services promised within each contract and determine those that are performance obligations and assess whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

The Company also earns revenue through affiliate arrangements. These contracts are evaluated under ASC 606 using the same five-step model. Affiliate revenue is recognized when the Company satisfies its performance obligations under the affiliate agreement, which typically occurs when the affiliate completes a qualifying transaction or when the Company provides agreed-upon services. The transaction price is determined based on the contractual terms with the affiliate, and revenue is recorded in the amount the Company expects to receive.

Revenue is then recognized for the transaction price allocated to each respective performance obligation when (or as) the performance obligation is satisfied. For our products, revenue is generally recognized upon shipment or pickup by the customer. At this stage, the title on the manufactured equipment is transferred to the customer, and the customer is responsible for transportation expenses, insurance, and any transport-related damage to the equipment in transit. We do not have any obligation to deliver beyond the collection warehouse, and it is the customers’ contractual responsibility to ensure their goods reach their destination.

In CMS for projects that are considered custom in nature and determined the obligation will be six months to a year or more, the company will recognize revenue as a percentage of completion basis. The percentage of completion method recognizes income as work on a project progresses. The recognition of revenues and profits is generally related to costs incurred in providing the services required under the project.

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Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate. Depreciation expense for the periods ended March 31, 2026 and 2025 was $92,315 and $129,390, respectively. The estimated useful lives for significant property and equipment categories are as follows:

Category		Economic Useful Life
Machinery and equipment		5-7 years
Sales demonstration units		7 years
Office furniture and computer equipment		3-5 years
Vehicles		2 years
Leasehold improvements		Shorter of the estimated useful life or the lease term

Property, plant and equipment are comprised of the following:

	March 31, 2026			December 31, 2025
	(Unaudited)			(Audited)
Machinery and equipment	$	1,990,867		$	2,000,867
Sales demonstration units		1,040,545			1,040,545
Office furniture and computer equipment		389,257			389,257
Vehicles		122,276			112,276
Leasehold improvements		366,539			268,565
Total cost		3,909,484			3,811,510
Accumulated depreciation		(2,778,631	)		(2,686,316	)
Property, plant and equipment, net	$	1,130,853		$	1,125,194

Long-Lived Assets

Long-lived assets, other than goodwill and indefinite-lived assets, are reviewed for impairment whenever events or changes in circumstances (“triggering events”) indicate that their carrying value may not be recoverable. Impairment is measured by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from use of the assets and their ultimate disposition. An impairment loss, equal to the difference between the asset’s fair value and its carrying value, is recognized when the estimated future undiscounted cash flows are less than its carrying amount. No impairment indicators were identified as of March 31, 2026 and 2025.

Intangible Assets

The Company has certain intangible assets that were initially recorded at their fair value at the time of acquisition. The finite-lived intangible assets consist of trademarks and operational software and website. Intangible assets with finite useful lives are amortized using the straight-line method over their estimated useful life of ten years.

The Company reviews all finite-lived intangible assets for impairment when circumstances indicate that their carrying values may not be recoverable. If the carrying value of an asset group is not recoverable, the Company recognizes an impairment loss for the excess carrying value over the fair value in our consolidated statements of operations. During the three-month periods ended March 31, 2026 and 2025, no indicators of impairment were identified and no impairment was recorded, related to the Company’s intangible assets. Amortization expenses for the period ended March 31, 2026 and 2025 amounted to $24,064 and $107,621, respectively.

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Warrants

The Company issues warrants in conjunction with its capital raise activities. The fair value of a warrant is calculated on the grant date using the Black-Scholes option-pricing model. The risk-free interest rate is based on the U.S. Treasury yield curve in effect as of the grant date. The expected dividend yield assumption is based on the Company’s expectation of dividend payouts and is assumed to be zero. The expected volatility is based on the historical volatility of the Company’s common stock, calculated utilizing a look-back period approximately equal to the contractual life of the stock option being granted. The expected life of the stock option is calculated as the mid-point between the vesting period and the contractual term (the “simplified method”). The fair market value of the common stock is determined by reference to the quoted market price of the common stock on the grant date. The expected term represents the weighted-average period of time that warrants are expected to be outstanding giving consideration to vesting schedules and historical participant exercise behavior; the expected volatility is based upon historical volatility of the Company’s common stock; the expected dividend yield is based on the fact that the Company has not paid dividends in the past and does not expect to pay dividends in the future; and the risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of measurement corresponding with the expected term of the share option award.

Management evaluates warrants under ASC 815, Derivatives and Hedging, including ASC 815-40 applicable to contracts in an entity’s own equity.

Revenue Recognition

Under ASC Topic 606, Revenue from Contracts with Customers, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Topic 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, we assess the goods or services promised within each contract and determine those that are performance obligations and assess whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

For certain CMS projects that are customized in nature and expected to extend beyond six months, the Company recognizes revenue over time using a percentage-of-completion method. Under this method, revenue is recognized based on progress toward completion, which is generally measured based on costs incurred relative to total estimated project costs.

Refunds and returns, which are minimal, are recorded as a reduction of revenue. Payments received from customers before satisfying the above criteria are recorded as unearned income on the combined balance sheets.

Payments received as deposits for specific purchase orders or future laser equipment sales to customers are recognized as customer deposits and included in liabilities on the balance sheet. Customer deposits are recognized as revenue when control over the ordered equipment is transferred to the customer.

All revenues are reported net of any sales discounts or taxes.

Other Revenue Recognition Matters related to Distributors.

Distributors generally have no right to return unsold equipment. However, in limited circumstances, if the Company determines that distributor stock is morally aging beyond the Company’s new model releases, it may accept returns and provide the distributor with credit against their trading account at the Company’s discretion under its warranty policy. This revenue is recognized on a consignment basis and transfer of control is when an item is sold to end customer at which time the Company recognizes revenue.

Cash and Cash Equivalents

Cash and cash equivalents consist of highly liquid investments with an original maturity of three months or less at the date of purchase. Cash and cash equivalents are carried at a cost, which approximates fair value.

Accounts Receivable

Trade accounts receivable is recorded net of allowance for expected uncollectible accounts. The Company extends credit to its customers in the normal course of business and performs on-going credit evaluations of its customers. All accounts, or portions thereof, that are deemed uncollectible are written off to bad debt expense, as incurred. In addition, most sales orders are not accepted without a substantial deposit. As of September 30, 2025, the balance of collectible accounts was $$385,425 and the amount recognized as bad debt as of September 30, 2025, was ($31,301).

Current Liabilities

Accounts Payable

Accounts payable consist of short-term liability to our vendors and sub-contractors, who extend credit terms to the Company or deliver goods or services with delayed payment terms. Our accounts payable and accounts payable affiliates were recorded as of September 30, 2025, at $1,592,530 and $182,559, and as of December 31, 2024, at $531,268 and $27,988, respectively.

Deferred Revenue

As of September 30, 2025, the Company had $370,229 in Deferred Revenue, and as of December 31, 2024, the Company’s deferred revenue liabilities were recorded at $55,383.

Loans and Notes Payable

On April 3, 2025, April 16, 2025, June 20, 2025, July 8, 2025, and July 12, 2025, the “Company received from ICT Investments, the owner of the majority of outstanding shares of the Company’s common stock, unsecured loans in the principal amount of $200,000, $400,000, $20,000, $101,000, and $30,000 respectively, to assist Laser Photonics in meeting certain expenses, including payroll. Laser Photonics issued promissory notes, with interest at $20,000, $40,000, $2,000, $10,000 and $3,000 respectively, and a maturity date of May 31, 2025, June 30, 2025, August 30, 2025, September 8, 2025, and September 12, 2025 respectively. The unpaid principal balance of ICT loans as of September 30, 2025, was $751,000. The unpaid interest balance of ICT loans as of September 30, 2025, was $75,000.

On May 6, 2025, the Company issued a Promissory Note in favor of District 2 Capital Fundor. The Company promises to pay to the order of District 2 Capital Fundor not later than ( six months from date of the Note), the principal amount of Three hundred sixty two thousand and five hundred Dollars ($362,500), calculated on the basis of “Black Scholes Value” meaning the value of Holder’s Warrant dated August 19, 2024, issued in connection with a PIPE transaction through Aegis Capital Corp. as Placement Agent and based on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg, L.P. (“Bloomberg”) determined as of the date of this Promissory Note (this “Note”) for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of this Note and the Maturity Date, (B) an expected volatility equal to the greater of (1) 100% and (2) the 100 day volatility as obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as of the date of this Note. This Note was issued in connection with redemption of Holder’s outstanding warrant dated August 19, 2024 (125,000 warrants).

On April 25, 2025, the Company entered into a Business Loan and Security Agreement dated April 25, 2025 (the “Loan Agreement”) among Agile Capital Funding, LLC (“Agile Capital”), Agile Lending, LLC (“Agile Lending”) the Company and its subsidiary, Control Micro Systems Florida, LLC, under which the Company issued a Confessed Judgment Promissory Note for a term loan in the principal amount of $1,500,000 to be repaid through weekly principal and interest payments of $72,000 commencing May 6, 2025, and ending November 25, 2025, subject to payment of a $75,000 administrative agent fee paid to Agile Capital. The Loan is secured by a blanket lien on the Company’s assets. The Loan may be prepaid subject to payment of prepayment fee equal to the aggregate and actual amount of interest (at the contract rate of interest) that would be paid through the maturity date. This loan has been settled in full refinancing with the Agile Loan dated July 7, 2025.

On July 8, 2025, the Company entered into a Business Loan and Security Agreement dated July 7, 2025 (the “Loan Agreement”) among Agile Capital Funding, LLC (“Agile Capital”), Agile Lending, LLC (“Agile Lending”) the Company and its subsidiary, Control Micro Systems Florida, LLC, under which the Company issued a Confessed Judgment Promissory Note for a term loan in the principal amount of $2,100,000 and total interest payments of $924,000 to be repaid through weekly principal and interest payments of $94,500 commencing July 16, 2025, and ending February 18, 2026, subject to payment of a $100,000 administrative agent fee paid to Agile Capital. The Loan is secured by a blanket lien on the Company’s assets. The Loan may be prepaid subject to payment of prepayment fee equal to the aggregate and actual amount of interest (at the contract rate of interest) that would be paid through the maturity date. As of September 30, 2025, the loan reflects an outstanding principal balance of $1,559,439 and interest of $425,061.

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On August 28, 2025, the Company closed a convertible note financing with Hudson Global Ventures, LLC (“Hudson Global”). In connection with this financing, the Company entered into a Securities Purchase Agreement (the “SPA”) with Hudson Global requiring that the Company (i) issue 418,000 shares of its common stock as commitment shares (the “Commitment Shares”), (ii) issue a warrant (the “Warrant”) for 157,258 shares of the Company’s common stock at a conversion price of $4.34 per share subject to customary adjustments for fundamental corporate actions such as mergers, reverse splits and stock dividends, that is exercisable for five years or that the Company must earlier pay the Event of Default Black Scholes Value as that term is defined in the Warrant if the Company’s common stock is deemed “penny Stock” under SEC Rule 240.3a51-1, and (iii) issue a 12 month secured convertible promissory note in the principal amount of $455,0000 (the “Convertible Note”) bearing annual interest of 12% to be repaid through monthly amortization payments of $45,818 and that is convertible into shares of the Company’s common stock at a fixed price of $4.34 per share, subject to customary adjustments for fundamental corporate actions such as mergers, reverse splits and stock dividends, that can be prepaid within the first 60 days from August 27, 2025, without any penalty and after 60 days from August 27, 2025,at a payment of 118% of the accrued and unpaid interest and unpaid principal of the Convertible Note. Under the terms of the SPA, Hudson Global has piggyback rights for the conversion shares underlying the Warrant and the Convertible Note as well as for the Commitment Shares. This loan has been settled in full refinancing with the Note Purchase Agreement dated September 12, 2025.

On September 12, 2025, the Company entered into a Note Purchase Agreement (the “NPA”) with four holders pursuant to which it issued to such holders certain unsecured promissory notes (the “Notes”). The Notes are (i) in the total principal amount of $2,111,111.12 with an Original Issuance Discount (“OID”) equal to 10% that resulted in the Company receiving net proceeds of $1,129,400 following deductions for expenses, including an 8% placement agency fee and 1% non-accountable allowance paid to RBW Capital Partners LLC (“RBW”), a division of Dawson James Securities, Inc., under the terms of a Placement Agency Agreement dated September 5, 2025, between the Company and RBW, and repayment of principal and accrued and unpaid interest of $509,600 owed to Hudson Global Ventures, LLC (“Hudson Global”) under a convertible note in the principal amount of $455,000 issued under the term of a Securities Purchase Agreement dated August 27, 2025, (ii) due the earlier of three (3) months from the dates of the Notes which are all September 12, 2025, or in the event of a prior subsequent financing by the Company, the Notes at the option of the holder must be repaid in full or, if applicable, are exchangeable into the consideration in the subsequent offering, (iii) subject to a payment in the event of a default of 120% of the unpaid principal amount, accrued interest and all other amounts owing under the Notes, which amount increases by 5% every 30 days following the date of the event of default until the Notes are paid in full (the “Mandatory Default Amount”) and (iv) limited to prepayment only upon a change of control of the Company subject to payment of the Mandatory Default Amount. As of September 30, 2025, the loan reflects an outstanding principal balance of $2,111,111.

Inventory

Inventories are stated at a lower cost or net realizable value using the first-in-first-out (FIFO) method. The Company has five principal categories of inventory:

Equipment parts inventory - This inventory represents components and raw materials that are currently in the process of being converted to a certifiable lot of saleable products through the manufacturing and/or equipment assembly process. Inventories include parts and components that may be specialized in nature and subject to rapid obsolescence. The Company periodically reviews the quantities and carrying values of inventories to assess whether the inventories are recoverable. Because of the Company’s vertical integration, a significant or sudden decrease in sales activity could result in a significant change in the estimates of excess or obsolete inventory valuation. The costs associated with provisions for excess quantities, technological obsolescence, or component rejections are charged to the cost of sales as incurred.

Work in process inventory - Work in process inventory consists of inventory that is partially manufactured or not fully assembled as of the date of these financial statements. This equipment, machines, parts, frames, lasers and assemblies are items not ready for use or resale. Costs are accumulated as work in process until sales ready items are compete when it is moved to finished goods inventory. Amounts in this account represent items at various stages of completion at the date of these financial statements.

Finished goods inventory - Finished goods inventory consists of purchased inventory that were fully manufactured, assembled or in saleable condition. Finished goods inventory is comprised of items that are complete and ready for commercial application without further cost other that delivery and setup. Finished goods inventory includes demo and other equipment, lasers, software, machines, parts or assemblies.

Consignment inventory – Consignment inventory includes amounts held on consignment at third party locations of Method Tools, is properly recorded, valued, and disclosed. Management has evaluated the existence, ownership, and valuation of consignment inventory and confirms that such inventory remains the property of the Company until sold and is included in “Inventories” on the accompanying balance sheets.

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OnDeferred ~~September~~revenue ~~30,~~primarily ~~2025,~~consists of customer deposits received for orders not yet initiated or for advance billing arrangements not yet recognized under ASC 606. Contract liabilities primarily represent billings and ~~December~~cash ~~31,~~collections ~~2024,~~related ~~respectively,~~to ~~our~~performance ~~inventory~~obligations ~~consisted~~for ofwhich ~~the~~revenue recognition ~~following:~~criteria have not yet been satisfied. Management evaluates balances each reporting period to ensure classification remains appropriate.

~~SCHEDULE~~Contract Assets OFand ~~INVENTORY~~Liabilities

	As of September 30,			As of December 31,
Inventory	2025			2024
	(Unaudited)			(Audited)
Equipment Parts Inventory	$	1,844,223		$	1,820,347
Finished Goods Inventory		763,160			999,100
Work in process Inventory		94,175			295,950
Consignment Inventory		171,823.00			-
Inventory Reserve		(727,990	)		(776,638	)
Total Inventory	$	2,145,391		$	2,338,759

Given the nature of the revenue recognition process, the Company generates contract liabilities (to the extent that a customer pays on project progress before the Company fulfills its performance obligations under a contract) or contract assets (to the extent that the Company has earned by satisfying performance obligations but has not yet billed the customer). Contract assets represent a right to receive payment in the future once certain conditions are met per the terms of the contract. The balance of contract assets and liabilities as of March 31, 2026 were $64,009 and $2,874,427, respectively, and as of December 31, 2025 were $258,037 and $1,205,007, respectively. Revenue recognized for the three months ended March 31, 2026 and 2025 related to the contract liability balance as of December 31, 2025 and 2024 was $220,672 and $437,444, respectively.

~~Fixed~~Other ~~Assets~~Revenue -Recognition ~~Plant~~Matters ~~Machinery~~related ~~and~~to ~~Equipment~~Distributors.

~~Property~~Distributors ~~and~~generally ~~equipment~~have ~~are~~no ~~recorded~~right atto ~~cost.~~return ~~Expenditures~~unsold ~~for~~equipment. ~~major~~However, ~~additions~~in ~~and~~limited ~~improvements~~circumstances, ~~are~~if ~~capitalized,~~the ~~and~~Company ~~minor~~determines ~~replacements,~~that ~~maintenance,~~distributor stock ~~and~~is ~~repairs~~commercially ~~are~~obsolete ~~charged~~beyond tothe ~~expense~~Company’s asnew ~~incurred.~~model ~~When~~releases, ~~property~~it may accept returns and ~~equipment~~provide ~~are~~the ~~retired~~distributor orwith ~~otherwise~~credit against ~~disposed~~their ~~of,~~trading account at the ~~cost~~Company’s ~~and~~discretion ~~accumulated depreciation~~under ~~are~~its ~~removed~~warranty ~~from~~policy. ~~the~~This ~~accounts,~~revenue is recognized on a consignment basis and ~~any~~transfer ~~resulting~~of ~~gain~~control oris ~~loss~~when an item is ~~included~~sold into ~~the~~end ~~results~~customer ofat ~~operations~~which ~~for~~time the ~~respective~~Company recognizes revenue, except where contractual ~~period~~terms require transfer upon end-customer sale.

~~Machinery~~Share ~~and~~Based ~~Equipment~~Compensation

~~Depreciation~~The isCompany ~~provided~~periodically ~~over~~issues ~~the~~share-based ~~estimated~~awards ~~useful~~to ~~lives~~employees, ofnon-employees, ~~the~~and ~~related~~consultants ~~assets~~for ~~using~~services rendered. Stock options vest and expire according to the ~~straight-line~~terms ~~method~~established ~~for~~at ~~financial~~the ~~statement~~grant’s ~~purposes~~issuance date. ~~The~~Stock grants are measured at the grant date fair value. ~~Company~~Stock-based ~~uses~~compensation ~~other~~cost ~~depreciation~~is ~~methods~~measured (at fair value on the grant date and is generally ~~accelerated)~~recognized ~~for~~as ~~tax~~an ~~purposes~~expense ~~where~~in ~~appropriate~~the statement of operations ratably over the requisite service period or vesting period. ~~The~~Recognition ~~estimated~~of ~~useful~~compensation ~~lives~~expense for ~~significant~~non-employees occurs ~~property~~in the same period and ~~equipment~~in ~~categories~~the ~~are~~same manner as ~~follows:~~if the Company had paid cash for the services.

~~SCHEDULE~~The Company OFvalues ~~ESTIMATED~~its ~~USEFUL~~equity ~~LIVES~~awards ~~FOR~~using ~~SIGNIFICANT~~the ~~PROPERTY~~Black-Scholes ~~AND~~option-pricing ~~EQUIPMENT~~model, and accounts for forfeitures when they occur. Use of the Black-Scholes option pricing model requires the input of subjective assumptions, including expected volatility, expected term, and a risk-free interest rate. The expected volatility is based on the historical volatility of the Company’s common stock, calculated utilizing a look-back period approximately equal to the contractual life of the stock option being granted. The expected life of the stock option is calculated as the mid-point between the vesting period and the contractual term (the “simplified method”). The risk-free interest rate is estimated using comparable published federal funds rates.

Category		Economic Useful Life
Office furniture and fixtures		3-5 years
Machinery and equipment		5-7 years
Leasehold Improvements		1-10 years *
Intangible Assets		6-15 years

Derivatives and Liability-Classified Instruments

*The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the ~~Lease~~derivative ~~term~~instrument is initially recorded at its fair value and is then re-~~whichever~~valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is ~~less~~evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

~~SCHEDULE~~The Company OFuses ~~FIXED~~Level ~~ASSETS~~3 inputs for its valuation methodology for the derivative liabilities as their fair values were determined by using a Binomial pricing model. The Company’s derivative liabilities are adjusted to reflect fair value at each reporting date, with any increase or decrease in the fair value being recorded in the statement of operations.

Fixed Assets	As of September 30, 2025 (Unaudited)			As of December 31, 2024 (Audited)
Accumulated Depreciation	$	(3,389,198	)	$	(2,513,551	)
Machinery & Equipment		2,459,093			2,458,986
Office Furniture & Computer Equipment		317,147			301,487
Vehicles		117,894			117,894
R&D Equipment		43,268			43,268
Software		50,671			50,671
Leasehold improvements		264,458			257,558
Consignment Machine & Equipment		45,634			-
Demonstration equipment		1,193,450			1,155,721
Property, plant and equipment, gross		1,193,450			1,155,721
Total Fixed Assets	$	1,102,417		$	1,872,034

To determine the number of authorized but unissued shares available to satisfy outstanding convertible securities, the Company uses a sequencing method to prioritize its convertible securities as prescribed by ASC 815-40-35, Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40-35). At each reporting date, the Company reviews its convertible securities to determine their classification is appropriate.

Intangible Assets

Intangible assets consist primarily of capitalized equipment design documentation, software costs for equipment manufactured for sale, research, and development, as well as certain patent, trademark and license costs. Capitalized software and equipment design documentation development costs are recorded in accordance with Accounting Standard Codification (“ASC”) 985 “Software” with costs amortized using the straight-line method over a ten-year period. Patent, trademark and license costs are amortized using the straight-line method over their estimated useful lives of 6-15 years. On an ongoing basis, management reviews the valuation of intangible assets to determine if there has been impairment by comparing the related assets’ carrying value to the undiscounted estimated future cash flows and/or operating income from related operations.

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The Company employs various core technologies across many different product families and applications in an effort to maximize the impact of our research and development costs and increase economies of scale and to leverage its technology-specific expertise across multiple product platforms. The technologies inherent in its laser equipment products include application documentation, proprietary and custom software developed for operation of its equipment, specific knowledge of supply chain and equipment design documentation, consisting of 3D engineering drawings, bills of materials, wiring diagrams, parts AutoCad drawings, software architecture documentation, etc. Intangible assets were received from related parties, ICT Investments, Fonon Technologies Inc. and therefore transferred and booked by Laser Photonics Corp. at their historical cost. During the purchase of CMS assets there were obtained Intangible Assets, which have been developed internally in CMS.Lease

~~SCHEDULE~~The Company OFleases ~~INTANGIBLE~~certain ~~ASSETS~~corporate ~~ASSETS~~office space under lease agreements. The Company determines whether a contract contains a lease at contract inception. A contract is a lease if it conveys the right to control the use of the identified asset for a period in exchange for consideration. Control is determined based on the right to obtain all of the economic benefits from use of the identified asset and the right to direct the use of the identified asset. Operating lease right-of-use assets (“ROU”) represent the right to use an underlying asset for the lease term, and operating lease liabilities represent the obligation to make lease payments. Lease liabilities are recognized at the present value of the future minimum lease payments over the lease term at the commencement date. Operating lease expense is recognized on a straight-line basis over the lease term and is included in the general and administrative line in the Company’s consolidated statements of operations. The Company’s operating lease arrangements did not materially change during the three months ended March 31, 2026. Accordingly, the disclosures required under ASC 842 should be read in conjunction with the lease disclosures included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Intangible Assets	As of September 30, 2025 (Unaudited)			As of December 31, 2024 (Audited)
Accumulated Amortization	$	(1,604,516	)	$	(1,125,025	)
Customer Relationships		211,000			211,000
Equipment Design Documentation		2,675,000			2,675,000
Operational Software & Website		381,539			381,539
Trademarks		787,800			787,800
License & Patents		3,460,876			3,460,877
Intangible assets gross		3,460,876			3,460,877
Accumulated Impairment Loss		(932,669	)		(932,669	)
Total Intangible Assets	$	4,979,030		$	5,458,522

Income Taxes

~~Long-Lived~~The ~~Assets~~Company accounts for income taxes using the asset and liability method and establishes a valuation allowance when it is more likely than not that deferred tax assets will not be realized. The Company did not recognize an income tax benefit for the three months ended March 31, 2026 or March 31, 2025. Net operating losses generated during the three months ended March 31, 2026 resulted in a material increase in the gross deferred tax asset and corresponding valuation allowance from December 31, 2025. Following reassessment of all available evidence, management concluded that a full valuation allowance remains appropriate as of March 31, 2026. The effective tax rate was 0% for both periods presented.

~~Long-lived~~Earnings ~~assets~~(Loss)Per are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Impairment is measured by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from use of the assets and their ultimate disposition. In instances where impairment is determined to exist, the Company will write down the asset to its fair value based on the present value of estimated future cash flows.Share

~~Net~~Basic ~~Earnings/Loss~~earnings (loss) per ~~Share~~share is calculated by dividing the earnings (loss) attributable to stockholders by the weighted-average number of shares outstanding for the period. Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings (loss) of the Company. Diluted earnings (loss) per share is computed by dividing the earnings (loss) available to stockholders by the weighted average number of shares outstanding for the period and dilutive potential shares outstanding unless such dilutive potential shares would result in anti-dilution. For the three months ended March 31, 2026, the Company excluded outstanding warrants to purchase shares of common stock from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. No such potentially dilutive securities were outstanding during the three months ended March 31, 2025.

Basic Earnings/Loss per share is calculated by dividing the Earnings/Loss attributable to stockholders by the weighted-average number of shares outstanding for the period. Diluted Earnings/Loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings (loss) of the Company. Diluted Earnings/Loss per share is computed by dividing the Earnings/Loss available to stockholders by the weighted average number of shares outstanding for the period and dilutive potential shares outstanding unless such dilutive potential shares would result in anti-dilution.Reclassifications

~~NOTE~~Certain 3prior –period ~~STOCKHOLDERS’~~amounts ~~EQUITY/DEFICIT~~have been reclassified to align with the current-period presentation.

NOTE 3 – ASSET ACQUISITION FROM COMMON CONTROLLED ENTITY

On March 31, 2025, ICT Investments, LLC (“ICT”), an affiliated company under common control, acquired inventories and machinery and equipment from ARCH Cutting Tools – Flushing, LLC (“ARCH”), related to their Beamer Laser Marking Systems (“Beamer”) product line, for total cash consideration of $255,824. The transaction was accounted for as an asset acquisition rather than a business combination, as the assets acquired did not meet the definition of a business. The purchase price was allocated to the acquired assets based on their relative cost, which resulted in recording of $238,054 of inventories and $17,770 of machinery and equipment, as of the date of acquisition.

The purchased assets were subsequently transferred to Fonon Quantum Technologies, Inc. (“FQTI”), an affiliate of both ICT and the Company.

On August 5, 2025, the Company acquired inventories and machinery and equipment associated with the Beamer Laser Marking Systems product line from FQTI.

Because the transaction was between entities under common control, the acquisition was accounted for in accordance with ASC 805-50, Transactions Between Entities Under Common Control. The acquired assets are recognized at their historical carrying amounts rather than at fair value, and no goodwill was recorded. The results of operations attributable to the acquired Beamer assets are included in the Company’s consolidated results for the three months ended March 31, 2026. Comparative prior-period financial statements were not restated.

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NOTE 4 – NOTES PAYABLE

Notes payable consist of the following at March 31, 2026 and December 31, 2025:

SCHEDULE OF NOTES PAYABLE

	March 31, 2026			December 31, 2025
	(Unaudited)			(Audited)
District 2 Capital Fundor (past due at 12/31/25)	$	-		$	362,500
Agile Capital Funding and Agile Lending		1,541,567			613,985
NPA Note Holders (in default at 12/31/25)		-			2,850,000
Debt discount		(69,335	)		(21,875	)
Total notes payable, net of debt discount	$	1,472,232		$	3,804,610

District 2 Capital Fundor

On May 6, 2025, the Company issued a Promissory Note (the “District 2 Note”) in favor of District 2 Capital Fundor. The Company promises to pay to the order of District 2 Capital Fundor not later than six months from date of the Note, the principal amount of $362,500. This Note was issued in connection with extinguishment of Holder’s outstanding warrant dated August 19, 2024 (125,000 warrants). As of December 31, 2025, the Note had an outstanding principal balance of $362,500 and accrued interest of $19,618 and was past due. The District 2 Note and accrued interest were paid off during the three months ended March 31, 2026.

Agile Capital Funding and Agile Lending

During the year ended December 31, 2025, the Company entered into three separate business loan and security agreements (the “2025 Term Loans”) with a lender for short-term loans to be provided by the lender, or the lender’s assignees (collectively, the “Lenders”) and mature seven months from the date the amounts are borrowed. The loans are secured by a blanket lien on the Company’s assets. The loans may be prepaid, subject to payment of a prepayment fee equal to the aggregate and actual amount of interest (at the contract rate of interest) that would be paid through the maturity date. The Company borrowed under three short-term borrowing arrangements during the year ended December 31, 2025, borrowing a gross amount of $4,650,000, net of fees of $225,000, which was recorded as a debt discount and is being amortized over the term of the agreements. During the year ended December 31, 2025, the Company made total repayments of $4,036,015. During the year ended December 31, 2025, the Company amortized $203,125 of the debt discount to interest expense, resulting in unamortized debt discount of $21,875 as of the year then ended. As of December 31, 2025, the Company had outstanding borrowings of $613,985, and unamortized debt discount of $21,875, resulting in net balance of $592,110. The 2025 Term Loans and accrued interest were paid off during the three months ended March 31, 2026.

On February 22, 2026, the Company entered into a separate business loan and security agreement (the “2026 Term Loan”) with the same lender as the 2025 Term Loans for an additional short-term borrowing. The 2026 Term Loan, together with any assignments thereof, is provided by the lender and its assignees (collectively, the “Lenders”) and matures thirty-two weeks from the date the amounts are borrowed. The loans are secured by a blanket lien on the Company’s assets. The loans may be prepaid, subject to a prepayment fee equal to the aggregate amount of interest that would otherwise be payable through the maturity date at the contractual interest rate. During the three-month period ended March 31, 2026, the Company borrowed an aggregate gross amount of $1,775,000 under three short-term borrowing arrangements and incurred an administrative agent fee of $88,750, which was paid at closing from the proceeds of the 2026 Term Loan and recorded as a debt discount. During the three-month period ended March 31, 2026, the Company made total repayments of $233,433. As of March 31, 2026, the Company had outstanding borrowings of $1,541,567, and unamortized debt discount of $69,335, resulting in a net balance of $1,472,232.

NPA Note Holders

On September 12, 2025, the Company entered into a Note Purchase Agreement (the “NPA”) with four holders pursuant to which it issued to such holders certain unsecured promissory notes (the “Notes”). The Notes are (i) in the total principal amount of $2,111,111 with an Original Issuance Discount (“OID”) equal to 10% that resulted in the Company receiving net proceeds of $1,129,400 following deductions for expenses, including an 8% placement agency fee and 1% non-accountable allowance paid to RBW Capital Partners LLC (“RBW”), a division of Dawson James Securities, Inc., under the terms of a Placement Agency Agreement dated September 5, 2025, between the Company and RBW, and repayment of principal and accrued and unpaid interest of $509,600 owed to Hudson Global Ventures, LLC (“Hudson Global”) under a convertible note in the principal amount of $455,000 issued under the term of a Securities Purchase Agreement dated August 27, 2025, (ii) due the earlier of three (3) months from the dates of the Notes which are all September 12, 2025, or in the event of a prior subsequent financing by the Company, the Notes at the option of the holder must be repaid in full or, if applicable, are exchangeable into the consideration in the subsequent offering, (iii) subject to a payment in the event of a default of 120% of the unpaid principal amount, accrued interest and all other amounts owing under the Notes, which amount increases by 5% every 30 days following the date of the event of default until the Notes are paid in full (the “Mandatory Default Amount”) and (iv) limited to prepayment only upon a change of control of the Company subject to payment of the Mandatory Default Amount. The Company was deemed to be in default and recorded an additional 120% of the unpaid principal amount, or $738,889. As of December 31, 2025, the loan reflects an outstanding principal balance of $2,850,000, and accrued interest of $158,175.

Table of Contents

During the three months ended March 31, 2026, the Company satisfied and extinguished the NPA obligations in full. Settlement payments included repayment of outstanding principal of $2,850,000, accrued interest of $158,175, and other contractual amounts. The Company evaluated the extinguishment under ASC 470-50, Debt — Modifications and Extinguishments, and determined that the settlement amounts did not exceed the carrying value of the obligations as recorded at December 31, 2025. Accordingly, no gain or loss on extinguishment was recognized in the condensed consolidated statement of operations. During the three months ended March 31, 2026, the Company amortized $41,289 of deferred financing costs to interest expense related to the remaining debt obligations.

Notes payable – related party

On April 3, 2025, April 16, 2025, June 20, 2025, July 8, 2025, and July 12, 2025, the Company received from ICT Investments, the owner of the majority of outstanding shares of the Company’s common stock, unsecured loans in the principal amount of $200,000, $400,000, $20,000, $101,000, and $30,000 respectively (the “ICT Loans”). Laser Photonics issued promissory notes, with interest at $20,000, $40,000, $2,000, $10,000 and $3,000, respectively, and a maturity date of May 31, 2025, June 30, 2025, August 30, 2025, September 8, 2025, and September 12, 2025, respectively. On September 12, 2025, the Company amended the promissory notes to include a default provision that upon default, the loans bear an annual interest rate of 10% and are due on demand. The unpaid principal balance of the ICT loans as of December 31, 2025, was $751,000. The unpaid interest balance as of December 31, 2025, was $111,623, which included in the balance of accrued expenses in the accompanying consolidated balance sheets as of the year then ended. These promissory notes and accrued interest were paid off during the three months ended March 31, 2026.

NOTE 5 – DERIVATIVE LIABILITY

On August 27, 2025, pursuant to the NPA (see Note 4), the Company granted Hudson Global the right to convert 157,258 warrants, whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant. The Company analyzed the conversion option for derivative accounting consideration under ASC 815, Derivatives and Hedging, and determined that the conversion option should be classified as a derivative liability since it does not have an explicit limit to the number of shares to be delivered upon settlement of the conversion option. The derivative liability is remeasured to fair value at each reporting period, and the change in the fair value is recognized in earnings in the accompanying statements of operations. The Company estimated the fair value of the conversion option derivative liability using a Black-Scholes option pricing model. The fair value of the derivative liability as of March 31, 2026 was $124,516 and as of December 31, 2025 was $338,902.

During the three months ended March 31, 2026, the Company recognized a gain from changes in fair value of derivative liabilities of $214,386.

The following tables summarize the derivative liability:

SCHEDULE OF DERIVATIVE LIABILITY

	March 31, 2026			December 31, 2025
Stock price	$	0.96		$	2.57
Risk free interest rate		3.55	%		3.55	%
Expected volatility		150	%		150	%
Expected life in years		4.41			4.66
Expected dividend yield		0	%		0	%
Number of warrants		157,258			157,258
Fair value of derivative liability	$	124,516		$	338,902

The following table summarizes activity related to derivative liabilities for the three months ended March 31, 2026:

Description	Amount
	(Unaudited)
Fair value of derivative liabilities at December 31, 2025	$	338,902
Change in fair value of derivative liabilities		(214,386	)
Fair value of derivative liabilities at March 31, 2026	$	124,516

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NOTE 6 – STOCKHOLDERS’ DEFICIT

General

The following description of ~~our~~the ~~securities~~Company’s capital stock and certain provisions of ~~our~~its amended and restated certificate of incorporation and amended and restated bylaws are summaries and are qualified ~~by reference to the amended and restated certificate of incorporation and our bylaws that will be~~ in ~~effect~~their onentirety ~~the~~by ~~closing~~reference ofto ~~this~~such ~~offering.~~documents, ~~Copies~~copies of ~~these~~which ~~documents~~ have been previously filed with the ~~SEC~~Securities asand ~~exhibits~~Exchange ~~to our registration statement, of which this prospectus forms a part~~Commission. The ~~descriptions~~summary ofbelow ~~the~~should ~~Shares,~~be ~~and~~read ~~preferred~~in ~~stock,~~conjunction ~~reflect~~with ~~changes~~the ~~to our capital~~Company’s ~~structure~~Annual ~~that~~Report ~~will be in effect~~ on ~~the~~Form ~~closing~~10-K offor ~~this offering. In~~ the ~~third~~year ~~quarter~~ended ofDecember ~~2025 distributions to affiliate company Fonon Corporation totalled $285~~31,~~845.~~ ~~They include sales, marketing, payroll, and other shared costs associated with Fonon Corporation~~2025.

Preferred Stock

● Par value: $0.001 ● Authorized: 10,000,000 shares ● Issued: There were no preferred shares issued and outstanding as of ~~September~~March 3031, 2026 and December 31, 2025

Common Stock

● Par value: $0.001 ● Authorized: 100,000,000 shares ● Issued: 2132,~~111~~604,~~302~~703 and 22,852,723 as of ~~September~~March 3031, 2026 and December 31, 2025, respectively ● Outstanding: 32,597,325 and 22,845,345 as of March 31, 2026 and December 31, 2025, respectively

InCommon ~~January 2025 18,692~~ shares ~~of common stock were issued as part of the payment for the purchase of the assets and certain liabilities of Control Micro System (CMS Laser).~~transactions

~~On May~~February 5,2026 ~~2025,~~public the Company entered into exchange agreement with Empery Asset Master LTD, Empery Tax Efficient, LP and Empery Tax Efficient III, LP, (Holders). Holders hold the number of Warrants to Purchase Common Stock originally issued on August 19, 2024, to Altium Growth Fund, LP (125,000 warrants), exercisable into the number of shares of Common Stok of the Company. In a modified agreement dated July 8, 2025, the Holders received in exchange to the 125,000 warrants, 107,215 shares of common stock at agreed price of $2.90. The updated calculation can be found on the last page of the agreement, but in summary we are updating the amount of shares being issued to reflect the difference in value of the shares previously agreed at $2.90, now down to $2.53 (the current stock price).offering

~~In August~~On ~~2025~~February 9, 2026, the Company ~~issued~~completed 3a public offering of 7,~~000~~142,~~000~~858 ~~restricted~~ shares of common stock totogether ~~Fonon~~with ~~Quantum~~Series ~~Technologies~~A-1 warrants to purchase 7,142,858 ~~Inc.~~shares asand ~~consideration~~Series ~~for~~A-2 ~~the~~warrants ~~acquisition~~to purchase 7,142,858 shares of ~~the~~common ~~net~~stock, ~~assets~~each ofat ~~Beamer~~an ~~Laser~~exercise ~~Marking~~price ~~Systems~~of $0.70 per ~~The~~share. ~~shares~~In ~~were~~connection ~~valued~~with at the ~~market~~offering, ~~rate of~~ the Company’s ~~stock~~also onissued ~~the~~to ~~date of~~ the ~~Agreements~~placement ~~which~~agent iswarrants ~~$2.8, for~~to apurchase ~~total~~an ~~amount~~aggregate of $8557,~~400,000.~~058 shares ~~Both~~of ~~companies~~common ~~are~~stock ~~under~~with ~~common~~a ~~control~~5five-year term ofat ~~ICT~~exercise ~~Investments~~prices of $0.875 and ~~the~~$3.2375 per ~~excess~~share, ~~paid~~with ~~over~~an ~~the~~aggregate ~~net~~fair ~~assets~~ value of ~~Beamer~~$381,374. Gross ~~Laser~~proceeds ~~Marking~~from ~~Systems~~the ~~was~~offering ~~accounted~~were as$5,000,001. The ~~deemed~~Company ~~dividend~~received ~~for~~net aproceeds ~~total~~ of approximately $74,~~766~~121,~~850.~~272 Asafter ~~result~~deducting ~~the~~placement ~~value~~agent ~~back~~fees, tocommissions, ~~the~~and ~~Equity~~other ~~was~~offering-related expenses totaling $~~633~~878,~~150~~728.

OnThe ~~July~~Company 8evaluated the Series A-1, ~~2025~~A-2, ~~the~~and ~~Company~~placement ~~issued~~agent 85warrants under ASC 815,~~000~~ ~~restricted~~Derivatives ~~shares~~and ofHedging, ~~common~~including ~~stock~~ASC 815-40 related to ~~Hudson~~contracts ~~Global~~in ~~Venture~~an ~~LLC~~entity’s own equity, inand ~~exchange~~concluded that such warrants qualify for ~~consulting~~equity ~~services~~classification. Accordingly, tothe befair ~~provided~~value byassigned ~~Hudson~~to ~~Global~~the ~~Venture~~warrants ~~LLC~~was ~~until~~recorded ~~August~~within ~~15,~~stockholders’ ~~2025.~~equity ~~The~~at ~~share~~issuance ofand ~~common~~is ~~stock’s~~not ~~market~~subsequently ~~value~~remeasured through ~~was $2~~earnings.90 Offering costs and selling concessions associated with the ~~total equity~~offering ~~value~~were ~~was~~recorded ~~$246,500~~as reductions of additional paid-in capital.

OnCommon ~~August 11, 2025, the Company entered in Consulting Services Agreement with FMW Media Works LLC. According to the agreement the Company agreed to issue 130,000 shares of restricted common~~ stock toissued ~~FMW~~upon ~~Media~~exercise ~~Works LLC as compensation for the services. As~~ of September 30, 2025, the obligation is reflected as Shares to be Issued in the Balance Sheet. The FV of the shares was considered the market value at the date of the Agreement 2.38, for a total value of $309,400.warrants

OnDuring ~~August~~the ~~27,~~three ~~2025,~~months ~~the~~ended ~~Company~~March ~~issued~~31, ~~418~~2026,~~000~~ ~~restricted~~holders ~~shares~~exercised ofan ~~common~~aggregate ~~stock~~of ~~and 157~~1,~~258~~075,844 ~~warrant~~previously ~~shares~~issued toSeries ~~Hudson~~A-1 ~~Global~~and ~~Ventures,~~Series ~~LLC~~A-2 warrants asassociated ~~additional~~with ~~consideration for~~ the ~~purchase~~Company’s ofFebruary ~~the~~2026 ~~secured~~public ~~promissory~~offering ~~note~~at inan ~~principal~~exercise ~~amount~~price of $~~455,000~~0.70 ~~The~~per share, resulting in the issuance of 1,075,844 shares of common stock ~~FMV~~ ~~was~~and aggregate proceeds of $4753,091.34 ~~and~~Because FVsuch ~~for~~warrants ~~the~~were ~~warrants~~classified ~~was~~within ~~$3.4636.~~stockholders’ equity, ~~This~~no ~~promissory~~gain ~~note~~or loss was ~~fully~~recognized ~~paid~~upon ~~with~~exercise and the ~~RBW~~Company ~~Bridge~~recorded ~~Financial~~the ~~Loan.~~issuance ~~APIC~~of ~~was~~common ~~increased~~stock and the related additional bypaid-in ~~$345,522~~capital.

13Warrant Inducement Offering

On March 15, 2026, the Company entered into inducement agreements with certain holders of existing warrants originally issued in September 2025 at an exercise price of $3.40 per share (collectively, the “Existing Warrants”), pursuant to which such holders agreed to exercise an aggregate of 1,373,630 Existing Warrants at a reduced exercise price of $1.08 per share, resulting in gross proceeds of $1,483,520. The Company received net proceeds of $1,273,724 after deducting placement agent fees, legal expenses, and other transaction costs of $209,796, which were recorded as reductions of additional paid-in capital.

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OnIn ~~September~~connection 2,with ~~2025~~the inducement transactions, the Company ~~entered~~issued ~~into an agreement~~ to ~~exchange certain outstanding warrants issued in~~ the ~~August~~exercising ~~2024~~holders ~~PIPE financing~~ (~~the “Exchange Agreement”~~i). ~~These~~Series ~~warrants,~~A-3 ~~which~~Common ~~had~~Stock anpurchase ~~exercise price of $4.34 per share and included a full ratchet anti-dilution~~warrants ~~provision, entitled holders~~ to purchase ~~up to~~ an aggregate of ~~0.8 million~~ 1,373,630 shares of ~~the~~Common ~~Company’s~~Stock ~~common~~at ~~stock.~~an Inexercise ~~exchange~~price ~~for~~of $1.08 ~~relinquishing~~per ~~these warrants~~share, ~~the~~with ~~warrant~~a ~~holders~~term ~~will receive unrestricted shares~~ of ~~the~~five ~~Company’s~~years, ~~common~~and ~~stock~~(ii) ~~equal~~Series toA-4 ~~400%~~Common ofStock ~~the~~purchase ~~number of shares of the Company’s common stock issuable upon exercise of the~~ warrants ~~that~~to ~~for~~purchase ~~all warrant holders results in~~ an aggregate of ~~3.2 million unrestricted~~ 1,373,630 shares of ~~the~~Common ~~Company’s~~Stock ~~common~~at ~~stock.~~an ~~The~~exercise ~~Company~~price ~~also~~of ~~has~~$1.08 per ~~agreed~~share, ~~subject~~with ~~to customary exceptions, for~~ a ~~period~~term of 30eighteen ~~days~~months ~~starting on September 3~~(collectively, ~~2025,~~the “New ~~not~~Warrants”). toThe ~~issue~~Company ~~any~~also ~~shares~~issued ~~of its common stock nor~~ to ~~file~~the ~~any~~placement ~~registration statant~~agent orwarrants ~~any amendment or supplement~~ to ~~any~~purchase ~~existing~~an ~~registration~~aggregate ~~statement. The excess~~ of ~~the FV of the~~ 96,154 shares of ~~common~~Common ~~stock~~Stock ~~over the FV recalculated using Black-Scholes method~~ at ~~the~~an ~~date~~exercise price of ~~the~~$1.35 per ~~operation~~share, ~~was~~with ~~considered~~a ~~and accounted as deemed dividend~~5five-year term.

OnThe ~~September 22, 2025, the~~ Company ~~entered~~evaluated ~~into a securities purchase agreement (~~the ~~“Purchase~~New ~~Agreement”)~~Warrants ~~with certain accredited investors (the “Investors”), pursuant to which the Company agreed to issue~~ and ~~sell to the Investors in a private~~ placement ~~(the~~ ~~“Offering”)~~agent ~~(i)~~warrants ~~1,098,902 shares~~under ~~(the~~ASC ~~“Shares”) of common stock of the Company~~815, ~~$0.001 par~~ ~~value~~Derivatives ~~(the~~and ~~“Common Stock”)~~Hedging, ~~(ii)~~including ~~series~~ASC A815-40 ~~warrants~~related to ~~purchase~~contracts upin toan ~~1,098,902 shares~~entity’s ofown ~~Common~~equity, ~~Stock (the “Series A Warrants”)~~ and ~~(iii)~~concluded ~~series~~that Bsuch warrants toqualify ~~purchase~~for upequity toclassification. 1Accordingly,~~098,902 shares~~ ~~of Common Stock (~~the ~~“Series B Warrants”~~fair ~~and,~~value ~~with~~of the ~~Series~~New A Warrants, ~~the~~was ~~“Common~~recorded ~~Warrants”~~within ~~and,~~stockholders’ ~~collectively~~equity ~~with~~at ~~the~~issuance ~~Shares,~~ and ~~the~~will ~~Series~~not Bbe ~~Warrants,~~subsequently ~~the “Securities”)~~remeasured ~~for a purchase price of $3.64~~through ~~per share of Common Stock and related Common Warrants, for a net total of $3,487,353, the fees were net against the proceeds~~earnings. The ~~Offering~~fair ~~was~~value ~~closed~~of ~~on September 29, 2025, subjected to customary closing conditions. The Company also issued to~~ the ~~placement~~New ~~agent~~Warrants ~~facilitating the Exchange Agreement or its designees warrants to purchase an aggregate~~ of ~~76,923 shares of its restricted common stock that are exercisable for five years at~~ $~~4.55 per share subject to customary adjustments~~2, ~~including for stock splits~~439,159 ~~stock~~was ~~dividends,~~recognized ~~rights~~within ~~offerings~~stockholders’ ~~and fundamental transactions such as a merger resulting in a change of control~~equity.

The ~~Series~~Existing A Warrants ~~have~~exercised anin ~~exercise~~connection ~~price~~with ofthe ~~$3.40~~inducement ~~per~~were ~~share,~~previously ~~are~~classified ~~exercisable~~within ~~upon~~stockholders’ ~~issuance~~equity. ~~(the “Initial Exercise Date”)~~Accordingly, ~~and~~no ~~expire~~gain ~~five~~or ~~years~~loss ~~following~~was ~~the~~recognized ~~effective~~upon ~~date of the registration statement to be filed in connection with the Offering~~exercise. The ~~Series B~~deemed ~~Warrants~~dividend ~~have an exercise price~~ of ~~3.40 per share~~$1,512,480 ~~are~~represents ~~exercisable commencing on~~ the ~~Initial~~excess ~~Exercise~~of ~~Date and expire eighteen months following~~ the ~~effective~~fair ~~date~~value of the ~~registration~~consideration received ~~statement~~by ~~to be filed in connection with~~ the ~~Offering.~~exercising ~~Under~~holders ~~the~~— ~~terms~~consisting of the ~~Common Warrants,~~Series ~~the~~A-3 ~~Investors~~and ~~may~~A-4 ~~not exercise the~~ warrants ~~to the extent such exercise would cause the Investor, together~~ with ~~its~~an ~~affiliates and~~aggregate ~~attribution~~fair ~~parties,~~value ~~to beneficially own a number~~ of ~~shares of common stock which would exceed 4.99% (or~~$2,439,159 ~~at such Investor’s~~— ~~option~~over ~~upon~~the ~~issuance,~~fair ~~9.99%),~~value of the ~~Company’s~~Existing ~~then~~Warrants ~~outstanding~~surrendered ~~Common~~of ~~Stock following such exercise~~$926,679, ~~excluding~~measured ~~for~~at ~~purposes~~the ~~of such~~inducement ~~determination~~date ~~shares~~in ofaccordance ~~Common~~with ~~Stock~~ASC ~~issuable upon exercise of such warrants which have not been exercised~~260-10-45.

~~The~~Shares ~~Purchase~~issued Agreement contains representations, warranties, indemnification and other provisions customary for transactions of this nature. The Purchase Agreement also provides that, subject to certain exceptions, until 15 days after the effective date of the registration statement to be filed in connection with Offering, neither the Company nor any of its subsidiaries will issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock equivalents or file a registration statement other than one in connection with the Offering. The Purchase Agreement also provides that, subject to certain exceptions, for a period of one year following the effective date of the registration statement to be filed in connection with Offering, the Company will be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its subsidiaries of Common Stock or Common Stock equivalents (or a combination of units thereof) involving a variable rate transaction, which generally includes any transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of common stock either (A) at a conversion price or exchange rate that is based upon ~~and/or varies with the trading prices of or quotations for the shares of common stock at any time after the initial issuance of such securities, or (B) with a conversion,~~ exercise ~~or exchange price that is subject to being reset at some future date after the initial issuance~~ of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the common stock or (ii) enters into any agreement, whereby the Company may issue securities at a future determined price (including but not limited to, certain “at-the-market offerings” as described more fully in the Purchase Agreement).warrants

AsDuring ~~part of~~ the ~~Offering,~~three ~~the~~months ~~Company~~ended ~~entered~~March ~~into a Registration Rights Agreement~~31, ~~dated September 22~~2026, ~~2025, with~~ the ~~Investors, pursuant to which the~~ Company ~~agreed~~received toaggregate ~~register~~proceeds ~~the resale~~ of ~~the~~$753,091 ~~shares~~ from ~~of Common Stock sold in~~ the ~~Offering and the shares of Common Stock issuable upon~~ exercise of ~~the Common Warrants. The Company will use its commercially reasonable best efforts to file the registration~~1,075,844 ~~statement~~warrants byinto ~~the~~an ~~15th~~equal ~~calendar~~number ~~day after the date~~ of ~~the~~shares ~~Registration Rights Agreement and cause the registration statement to be declared effective within 45 days~~ of ~~September~~common ~~22,~~stock ~~2025~~at ~~(or~~an 75exercise ~~days~~price in the event the registration statement is reviewed in “full”). If the Company fails to meet the specified filing deadlines or keeps the registration statement effective, subject to certain permitted exceptions, the terms of ~~the Registration Rights Agreement provide that the Company will be required to pay certain liquidated damages to the Investor~~$0. ~~The Company also agreed, among other things, to indemnify the Investors under the registration statement from certain~~70 ~~liabilities~~per ~~and to pay all fees and expenses incident to the Company’s performance of or compliance with the Registration Rights Agreement~~share.

~~Warrants~~Shares issued for services

AsOn ofFebruary ~~September~~24, 302026, ~~2025~~88,235 ~~there~~shares ~~were~~of 2common stock with an aggregate fair value of $75,~~431,985~~000 ~~warrants~~were ~~outstanding.~~issued ~~All~~to ~~the~~iHub ~~warrants~~Inc. ~~outstanding~~d/b/a onThe ~~December~~Market ~~32,~~Link under ~~2024,~~an ~~were~~investor ~~redeemed~~relations services agreement.

~~SCHEDULE~~On March OF13, ~~WARRANTS~~ 2026, the Company issued 11,413 shares of common stock to Hudson Global Ventures LLC pursuant to anti-dilution provisions contained in a consulting agreement dated July 8, 2025.

No	Entity	Date	Amount Issued		Exercise Price		Black-Scholes value		Total value
1	Hudson Global Ventures, LLC	8/27/2025		157,258	$	4.34	$	3.46	$	544,678.81
2	HC Wainwright & Co	9/29/2025		76,923		4.55		1.6825		129,422.95
3	Anson East Master Fund-Series A	9/29/2025		90,658		3.40		3.40		308,237.20
4	Anson East Master Fund-Series B	9/29/2025		90,658		3.40		2.32		210,326.56
5	Anson Investments Master Fund-Series A	9/29/2025		321,429		3.40		3.40		1,092,858.60
6	Anson Investments Master Fund-Series B	9/29/2025		321,429		3.40		2.32		745,715.28
7	Capital Global-Series A	9/29/2025		137,363		3.40		3.40		467,034.20
8	Capital Global-Series B	9/29/2025		137,363		3.40		2.32		318,682.16
9	Intracoastal Capital-Series A	9/29/2025		274,726		3.40		3.40		934,068.40
10	Intracoastal Capital-Series B	9/29/2025		274,726		3.40		2.32		637,364.32
11	Iroquois Capital Mgmt-Series A	9/29/2025		82,418		3.40		3.40		280,221.20
12	Iroquois Capital Mgmt-Series B	9/29/2025		82,418		3.40		2.32		191,209.76
13	Iroquois Master Fund-Series A	9/29/2025		192,308		3.40		3.40		653,847.20
14	Iroquois Master Fund-Series B	9/29/2025		192,308	$	3.40	$	2.32	$	446,154.56
	Total			2,431,985					$	6,959,821.20

Shares issued for directors’ compensation

On March 26, 2026, the Company granted 60,000 shares of restricted common stock to directors with an aggregate grant-date fair value of $59,460, or $0.99 per share, as compensation for services.

A summary of equity-classified warrants activity for the three months ended March 31, 2026 is presented below:

SCHEDULE OF WARRANTS ACTIVITY

	Number of Options			Weighted Average Exercise Price Range

Warrants outstanding at December 31, 2025		2,274,727		$	3.50 to $5.03
Granted		17,686,188		$	0.70 to $3.24
Exercised		(2,449,474	)	$	0.70 to $3.40
Expired or forfeited		-			-
Warrants outstanding at March 31, 2026		17,511,441		$	3.50
Warrants exercisable at March 31, 2026		2,431,985		$	0.70 to $5.03

The outstanding equity-classified warrants had intrinsic value of approximately $4,025,000 at March 31, 2026.

Options

AsPursuant ofto ~~September~~an 30employment agreement entered into in January 2026, ~~2025~~the Company agreed to grant an employee up to 40,000 ~~there~~stock ~~were~~options under the Company’s 2019 Stock Incentive Plan, subject to Board approval and vesting conditions. As of the date of this report, the stock option grant had not yet been approved by the Board of Directors and, accordingly, no stock-based ~~options~~compensation ~~issued~~expense orwas ~~outstanding~~recognized related to the arrangement.

1417

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NOTE 47 – RELATED PARTY TRANSACTIONS

~~ICT~~At ~~Investments~~March ~~provides~~31, ~~the~~2026, ~~Company~~ICT ~~accounting~~Investments ~~services~~(“ICT”), ~~and~~its ~~various~~Managing ~~management~~Partner ~~services~~Dmitriy onNikitin, anand asits ~~needed~~affiliates ~~basis.~~Fonon ~~For~~Corporation ~~the~~and ~~three months~~Fonon ~~ended~~Technology, ~~September 30~~Inc., ~~pursuant~~owns to11,373,695 anshares ~~arrangement~~of ~~with ICT Investments,~~ the Company’s ~~had~~common ~~not paid these services but had recorded payables for $39~~shares,~~903~~ ~~for accounting~~or ~~services, and $70,460 for other services~~34.89 ~~Any~~% ~~distribution~~of ~~between~~the ~~Laser Photonics and ICT must be distributed to an affiliate company. The~~ Company’s ~~owes $72,196~~shares ~~for services to FONON Technology Inc~~outstanding.

ICT Investments ~~owns~~provides ~~directly 4,438,695 shares of~~ the Company’s ~~common~~accounting ~~stock.~~services Asand ofvarious ~~September~~management ~~30,~~services ~~2025,~~on ~~ICT~~an ~~Investments~~as ~~owns~~needed ~~approximately 52%~~basis. ofDuring the ~~total~~three ~~shares~~months ~~outstanding~~ended March ~~through~~31, ~~the~~2026, ~~shares~~and of2025, the Company’s ~~common~~incurred ~~stock~~approximately ~~owned by Fonon Technologies Inc. (935~~$17,~~000 shares)~~880 and ~~Fonon Corporation (3~~$17,~~000~~880,~~000~~ ~~shares)~~respectively, ~~and~~to ~~Fonon Quantum Technologies Inc. (3,000,000 shares) that are all controlled by~~ ICT ~~Investments.~~ ~~Dmitriy~~for ~~Nikitin~~accounting ~~is the Managing Partner of ICT Investments and has controlled the Company since its inception~~services.

OnDuring ~~April~~the 3,three ~~2025,~~months ~~April~~ended ~~16,~~March ~~2025~~31, ~~June~~2026 ~~20, 2025, July 8, 2025,~~ and ~~July 12,~~ 2025, the “Company ~~received~~paid ~~from ICT Investments, the owner of the majority of outstanding shares of the Company’s common stock, unsecured loans in the principal amount of~~ $~~200~~45,000~~, $400,000,~~ ~~$20,000,~~and $~~101~~45,000, ~~and $30,000~~ respectively, to ~~assist~~Dmitriy ~~Laser Photonics in meeting certain expenses~~Nikitin, ~~including~~Managing ~~payroll. Laser~~Partner ~~Photonics~~of ~~issued~~ICT ~~promissory notes~~Investments, ~~with~~for ~~interest~~strategic atadvisory ~~$20,000,~~and ~~$40,000,~~business ~~$2,000,~~development ~~$10,000~~services. ~~and~~Management ~~$3,000~~believes ~~respectively,~~the ~~and~~fees apaid ~~maturity~~are ~~date~~reasonable ofand substantially ~~May~~consistent ~~31,~~with ~~2025,~~rates ~~June~~that ~~30,~~would ~~2025,~~be ~~August~~paid ~~30,~~to ~~2025,~~unaffiliated ~~September~~third 8,parties ~~2025,~~for ~~and~~comparable ~~September 12, 2025, respectively~~services. ~~The~~Related-party ~~unpaid~~transactions ~~principal~~are ~~balance of~~conducted ~~ICT~~on ~~loans~~terms asmanagement ofbelieves ~~September~~are ~~30,~~no ~~2025,~~less ~~was~~favorable ~~$751,000.~~to ~~The~~the ~~unpaid~~Company ~~interest~~than ~~balance~~those ofavailable ~~ICT~~from ~~loans~~unaffiliated ~~as of September 30, 2025, was $75,000~~parties.

OnFor ~~August 5, 2025, Laser Photonics Corporation (~~the ~~“Company”~~three ormonths ~~“Laser~~ended ~~Photonics”)~~March ~~entered~~31, ~~into an Asset Purchase Agreement (the “APA”) with Fonon Quantum Technologies~~2026, ~~Inc.~~and ~~(“FQTI”)~~2025, an affiliate ofrevenue ~~ICT~~totaled ~~Investments,~~$0 ~~LLC,~~and ~~the Company that together with its affiliates has voting control of Laser Photonics~~$420, ~~to acquire the assets of Beamer Laser Marking Systems (“Beamer”)~~089, ~~the laser capital equipment manufacturing division of ARCH Cutting Tools, Inc, a Michigan corporation~~respectively. ~~Beamer manufactures~~Affiliate IRrevenue ~~fibre~~is ~~laser marking systems that provide standard, engineered and inline 1064nm IR laser marking solutions for a variety~~included ofwithin industries used in tracking and traceability to serialization, 2D codes and decorative marking. Under the terms of the APA, Laser Photonics agreed to issue 3,000,000 restricted shares of its common stock as payment for the Beamer net ~~assets.~~sales ~~including its intellectual property, and all contracts. The foregoing description of the APA is qualified~~ in ~~its entirety by reference to~~ the ~~full~~accompanying ~~text~~condensed ofconsolidated ~~that agreement,~~statements ~~a copy~~ of ~~each of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.~~operations

~~Because~~Accounts ~~the~~payable ~~transaction~~due ~~was~~to ~~between entities under common control (~~ICT, ~~Investments controls both the Company~~ and ~~FQTI)~~its affiliates, ~~the~~as ~~acquisition~~of ~~will be~~March ~~accounted for in accordance with ASC 805-50 (“Transactions Between Entities Under Common Control”). Accordingly~~31, ~~the Beamer assets will be recognized at their historical carrying amounts rather than at fair value~~2026, and noDecember ~~goodwill~~31, ~~will~~2025 bewere ~~recorded. Comparative prior-period financial statements will not be restated. See Table below that shows Total Assets~~$336,427 ~~Liabilities~~ and ~~Common Stock~~$349,461 ~~acquired for Common Control~~respectively.

~~SCHEDULE~~During the three months ended March 31, 2026, the Company repaid the outstanding principal and accrued interest owed OFto ~~TOTAL~~ICT ~~ASSETS~~Investments, ~~LIABILITIES~~an ~~AND~~entity ~~COMMON~~controlled ~~STOCK~~by ~~ACQUIRED~~ the holder of a majority of the Company’s outstanding common stock. As of March 31, 2026, the only remaining amount payable to ICT Investments related to these borrowings was approximately $50,615 of unpaid default fees, which are included in accrued expenses in the condensed consolidated balance sheet.

Laser Photonics Acquisition Date 8/5/2025
Description	Amount
Assets	$
Accounts Receivable/Other Receivable		1,524
Inventory		573,537
PP&E		68,638
Liabilities and Stockholder Equity
Accounts Payable/Other Liability		(10,549	)
Common Stock		(3,000	)
APIC		(8,397,000	)
Deemed Dividend for Common Control Acquisition	$	(7,766,850	)

NOTE 8 – SUBSEQUENT EVENTS

~~During~~On April 28, 2026, the ~~first~~Company ~~nine~~entered ~~months~~into additional warrant exercise inducement agreements with certain holders of ~~2025,~~warrants originally issued in connection with the Company’s ~~recorded~~February ~~total~~2026 ~~revenue~~public ofoffering. ~~$791~~Pursuant to these agreements,~~992~~ ~~from~~holders ~~its~~exercised ~~affiliate~~existing warrants to purchase an aggregate of 5,715,085 ~~Fonon~~shares ~~Technology~~of ~~Inc~~common stock at an exercise price of $0.70 ~~The~~per ~~revenue~~share, ~~recognition has~~resulting ~~been~~in ~~realized~~aggregate gross ~~according~~proceeds toof ~~ASC~~approximately ~~606~~$4.0 ~~The~~million. ~~Company~~In ~~has~~connection ~~entered~~with ~~into~~the aexercises, ~~service~~the ~~agreement~~Company ~~with~~issued ~~Fonon~~unregistered ~~under~~Series ~~which~~A-5 itwarrants isto purchase ~~obligated~~up to ~~pay~~4,742,860 ashares ~~fee~~of ~~equal~~common tostock and unregistered Series A-6~~.5%~~ ~~for~~warrants ~~the~~to ~~use~~purchase ~~Fonon’s system~~up ~~for~~to ~~award~~6,687,310 ~~management~~shares ~~and~~of ~~registration~~common stock, each with ~~the~~an ~~Federal~~exercise ~~Government~~price As of ~~the~~$0.975 ~~reporting~~per ~~date,~~share. ~~the~~The Company ~~has~~received ~~accrued~~net proceeds of approximately $~~40,412~~3.066 million after placement agent ~~related~~fees toand ~~the~~offering-related ~~agreement~~expenses.

~~Since~~On ~~the~~May ~~date of incorporation on November 8~~7, ~~2019~~2026, the Company ~~has~~entered ~~engaged~~into inan ~~the~~agreement ~~following~~for ~~transactions~~Chief ~~with~~Financial ~~our~~Officer ~~directors,~~support ~~executive~~services. ~~officers, holders~~In ofconnection ~~more~~with ~~than~~this ~~5% of its voting securities~~arrangement, ~~and affiliates or immediately family members of its directors, executive officers,~~ ~~and~~Roman ~~holders~~Franklin ofwas ~~more~~appointed ~~than~~to 5%serve ofas ~~our~~the ~~voting~~Company’s ~~securities,~~Principal ~~and~~Financial ~~its co-founders~~Officer. The Company ~~believes~~previously ~~that~~disclosed ~~all~~the ~~these~~appointment in ~~transactions~~its ~~were~~Current Report on ~~terms as~~Form ~~favorable~~8-K asfiled ~~could~~with ~~have~~the ~~been~~Securities ~~obtained~~and ~~from~~Exchange ~~unrelated~~Commission ~~third~~on ~~parties~~May 12, 2026.

~~NOTE~~On 5May –21, ~~COMMITMENTS~~2026, ~~AND~~the ~~CONTINGENCIES~~Company received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC indicating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) due to the delayed filing of this Quarterly Report. The notice has no immediate effect on the listing or trading of the Company’s common stock on Nasdaq. As of the filing date of this Quarterly Report, the Company believes it has regained compliance with the Listing Rule.

~~In October~~Between ~~2021~~June 1st, 2026 and the ~~Company~~filing ~~entered~~date, holders aof ~~lease~~the ~~with~~Company’s ~~Davis~~outstanding &warrants ~~Harrell,~~exercised ~~LLC~~Series onA-1 ~~18,000~~and SFA-2 Inwarrants ~~October~~to ~~2023~~acquire 5,613,586 shares of the Company’s ~~entered~~common ~~into~~stock. aOf ~~lease for~~these anexercises, ~~additional~~approximately ~~8000~~274,726 SFwarrants ofwere ~~office~~exercised ~~space~~for ~~adjacent~~cash, resulting in aggregate proceeds to the ~~original~~Company ~~facility.~~of approximately $296,704. In ~~November~~addition, ~~2024~~6,550,778 ~~was~~warrants ~~signed~~were anexercised ~~Amendment~~pursuant to ~~Lease~~the ~~Agreement~~cashless exercise ~~for~~provisions ~~extending~~of the ~~lease~~applicable ~~for~~warrant ~~both~~agreements, ~~areas~~resulting ~~from~~in ~~December~~the ~~2024~~issuance ~~till~~of ~~December~~approximately ~~2025~~5,338,860 shares of common stock. ~~The~~No ~~combined~~cash proceeds ~~monthly~~were ~~expense~~received isfrom ~~$25,832~~the cashless exercises.

InManagement ~~December~~evaluated ~~2022,~~subsequent ~~the~~events ~~Company~~through ~~entered~~June ~~into an agreement with 2701 Maitland Building Associates to rent 8~~11,~~000~~ ~~SF of additional office space near the main facility~~2026, ~~for our growing sales and marketing program. In February 2025, a Lease Termination Agreement was signed for ending~~ the ~~lease~~date inthese ~~July~~condensed ~~2025.~~consolidated ~~The~~financial ~~termination~~statements ~~fee for March, April, May, June and July~~ were ~~$14,912~~ issued.

In October 2024, the Company entered into an agreement with SPI TCM TECHNOLOGY PARK OWNER LLC to rent 46,481SF. The commencement date for the base rent was January 1, 2025. The base rent for the year 2025 is $50,354.18

As of January 1, 2020, we adopted ASU 2016-02 employing the cumulative-effect adjustment transition method. As of September 30, 2025, our balance sheet shows $4,255,722, as a Right-of-use asset for operating leases, $283,650 as a current operating lease liability, and $4,207,901 as a lease liability less the current portion.

SCHEDULE OF OPERATING LEASE EXPENSE

	Operating Lease			Remaining Term in Years
2025		236,363
2026		641,052
2027		660,284
2028		680,092
2029		700,495
2030		721,510
2031		743,155
2032		765,450
2033		788,413
2034		812,065
2035		418,214
Total lease payments		7,167,093
Less : Imputed interest		(2,675,542	)
Present Value of Lease Liabiltiy		4,491,551			10.5

NOTE 6 – SUBSEQUENT EVENTS

The Company’s management has evaluated subsequent events from the balance sheet date through the date these financial statements were issued. On October 2, 2025, the Company issued 130,000 shares of restricted Common Stock to FMW Media Works LLC as compensation considered in the Consulting Services Agreement signed between the Company and FMW Media Works LLC, on August 11, 2025.

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ITEM 2. 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 our unaudited financial statements and the notes to those financial statements appearing elsewhere in this Report.

Certain statements in this Report constitute forward-looking statements. These forward-looking statements include statements which involve risks and uncertainties, regarding, among other things, (a) our projected sales, profitability, and cash flows, (b) our growth strategy, (c) anticipated trends in our industry, (d) our future financing plans, and (e) our anticipated needs for, and use of, working capital. They are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,” “estimate,” “plan,” “potential,” “project,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” or the negative of these words or other variations on these words or comparable terminology. Considering these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. You should not place undue reliance on these forward-looking statements.

The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events.

The “Company,” “we,” “us,” or “our,” are references to the business of Laser Photonics Corporation, a ~~Wyoming~~Delaware corporation.

Overview

We are a vertically integrated manufacturing Company for photonics based industrial products and solutions, primarily disruptive laser cleaning technologies and applications for the pharmaceutical industry. Our vertically integrated operations allow us to reduce development and advanced laser equipment manufacturing time, offer better prices, control quality and protect our proprietary knowhow and technology compared to other laser cleaning companies and companies with competing technologies.

In Q3 2025, we expanded our product portfolio through the acquisition of Beamer Laser Marking Systems, formerly the laser capital equipment division of ARCH Cutting Tools. Beamer’s IR fiber and CO₂ laser marking systems significantly expand our product offering into high-value industrial marking applications such as serialization, UID marking, medical devices, aerospace traceability, automotive components, and firearms compliance. The Beamer acquisition also provides an established customer base and IP portfolio. The Company has integrated the Beamer assets into its operations and is ~~expected to~~actively ~~enhance~~fulfilling ~~our~~orders for both existing and new customers. The revenue contribution ~~mix~~from Beamer is expected to increase meaningfully beginning in Q4the ~~2025~~third ~~and~~quarter ~~into~~of 2026 and beyond as the Company scales production and expands its customer pipeline in the industrial marking and traceability markets.

Our principal executive offices are located at ~~1101~~250 NTechnology ~~Keller Rd~~Park, ~~Orlando~~Lake Mary FL, ~~32810~~32746, and our telephone number is (407) 804 1000. Our ~~website~~ website address is www.laserphotonics.com. The Company’s annual reports, quarterly reports, current reports on Form 8-K and amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), and other information related to the Company, are available, free of charge, on that website as soon as we electronically file those documents with, or otherwise furnish them to, the SEC. The Company’s website and the information contained therein, or connected thereto, are not and are nonot intended to be incorporated into this Quarterly Report on Form 10-Q.

We intend to continue to stay ahead of the technology curve by researching and developing cutting edge products and technologies for both large and small businesses. We view the small companies as an attractive market opportunity since they were previously unable to take advantage of laser processing equipment due to high prices, significant operating costs and the technical complexities of laser equipment. As a result, we are developing an array of laser cleaning equipment that we have named the CleanTech™ product line, which we believe represents a new generation of high-power laser cleaning systems applicable to numerous material processing operations.

Factors and Trends That Affect Our Operations and Financial Results

In reading our financial statements, you should be aware of the following factors and trends that our management believes are important in understanding our financial performance.

Beamer integration and expected synergies. With the Beamer acquisition, the Company expects near-term integration costs related to engineering alignment, supply chain consolidation, and facility relocation. Management anticipates long-term synergies through shared manufacturing resources, cross-selling opportunities, and expanded participation in regulated industries requiring permanent laser marking solutions.

Supply Chain. We are experiencing increased lead times for certain parts and components purchased from third party suppliers; particularly electronic components. We, our customers and our suppliers, continue to face constraints related to supply chain and logistics, including availability of capacity, materials, air cargo space, sea containers and higher freight rates and import duties. Supply chain and logistics constraints are expected to continue for the foreseeable future and could impact on our ability to supply products and our customers’ demand for our product or readiness to accept deliveries. Notwithstanding these effects, we believe we can meet the near-term demand for our products, but the situation is fluid and subject to change.

Nasdaq Listing Compliance. On May 21, 2026, the Company received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC indicating non-compliance with Nasdaq Listing Rule 5250(c)(1) due to the delayed filing of this Quarterly Report. The notice has no immediate effect on the listing or trading of the Company’s common stock. As of the filing date of this Quarterly Report, the Company believes it has regained compliance with the Listing Rule.

Net sales. Our net sales have historically fluctuated from quarter to quarter. The increase or decrease in sales from a prior quarter can be affected by the timing of orders received from customers, the shipment, installation and acceptance of products at our customers’ facilities. Net sales can be affected by the time taken to qualify our products for use in new applications in the end markets that we serve. Our sales cycle varies substantially, ranging from a period of a few weeks to as long as one year or more, but is typically several months. The adoption of our products by a new customer or qualification in a new application can lead to an increase in net sales for a period which may then slow until we penetrate new markets or obtain new customers.

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Our business depends substantially upon capital expenditures by end users, particularly by manufacturers using our products for materials processing, which includes general manufacturing, automotive including electric vehicles (EV), other transportation, aerospace, heavy industry, consumer, semiconductor, pharmaceutical, and electronics. Although applications within materials processing are broad, the capital equipment market in general is cyclical and historically has experienced sudden and severe downturns. For the foreseeable future, our operations will continue to depend upon capital expenditures by end users of materials processing equipment and will be subject to the broader fluctuations of capital equipment spending.

Gross margin. Our total gross margin in any period can be significantly affected by several factors, including net sales, production volumes, competitive factors, product mix, and by other factors such as changes in foreign exchange rates relative to the U.S. Dollar. Many of these factors are not under our control. The following are examples of factors affecting gross margin:

● As our products mature, we can experience additional competition which tends to decrease average selling prices and affects gross margin.

● Our gross margin can be significantly affected by product mix. Within each of our product categories, the gross margin is generally higher for devices with greater average power. These higher power products often have better performance, more difficult specifications to attain and fewer competing products in the marketplace.

~~Selling~~General and ~~Marketing~~administrative expenses. InGeneral ~~the~~and ~~first~~administrative ~~quarter~~expenses ofconsist ~~2025,~~primarily weof ~~invested~~salaries ~~in Selling~~ and ~~Marketing~~personnel-related costs, ~~to support continued growth in the~~professional ~~Company. As the secular shift to laser blasting technology matures~~fees, ~~our sales growth becomes more susceptible to the cyclical trends typical of capital equipment manufacturers. Accordingly~~insurance, ~~our~~SEC ~~future~~filing ~~management of~~ and ~~investments~~compliance incosts, ~~selling~~public ~~and~~company ~~marketing~~ expenses ~~will also be influenced by these trends~~, ~~although we may still invest in selling~~ and ~~marketing~~corporate ~~functions to support sales sustainability even in economic down cycles~~overhead.

Sales and Marketing Expenses. Sales and marketing expenses consist primarily of personnel-related costs, advertising and promotional activities, customer acquisition efforts, travel, and commercial support functions..

Research and development expenses. We plan to continue to invest in research and development to improve our existing laser blasting technology and equipment and develop new products, systems and applications. We believe that these investments will sustain our position as a leader in the laser industry and will support the development of new products that can address new markets and growth opportunities. The amount of research and development expenses we incur may vary from period to period.

Results of Operations

~~The~~Revenue. ~~Company~~Net ~~had~~sales ~~revenue~~for ofthe three months ended March 31, 2026 were $5915,~~808~~553,~~541~~ incompared to $2,290,282 for the ~~nine~~three months ended ~~September~~March 3031, 2025, representing asa ~~compared~~decrease ~~to revenue~~ of $21,~~083~~374,~~123~~729, inor ~~the~~60%. ~~nine~~The ~~months~~decrease was primarily attributable to (i) lower equipment deliveries during the current ~~ended~~period, ~~September~~and 30(ii) timing of customer purchasing decisions, ~~2024~~project execution schedules, ~~which~~and ~~represents~~revenue anrecognition ~~increase~~milestones. ofRevenue ~~179%~~may fluctuate infrom ~~the~~period ~~revenue~~to period based on customer purchasing cycles, project timing, equipment delivery schedules, and product mix.

Gross profit for the nine months ended on September 30, 2025, was $2,344,876 for a Gross margin of 40%, compared to $1,310,642 for a Gross Margin of 62.92% in the nine months ending September 30, 2024.20

The Company had revenue of $919,284 in the three months ended September 30, 2025, as compared to revenue of $716,697 in the three months ended September 30, 2024, which represents an increase of 28% in the revenue.

Gross deficit for the three months ended on September 30, 2025, was ($184,994) for a Gross deficit of (20%), compared to $609,420 for a Gross Margin of 85% in the three months ending September 30, 2024.

Selling, general, and administrative (“SG&A”) expenses consist primarily of salaries and other personnel-related costs; professional fees; insurance costs; SEC filing, compliance, and other public Company costs; travel expenses; and other sales and marketing expenses; and excludes depreciation & amortization expenses. In the near term, we expect SG&A expenses to increase as we expand our sales and marketing efforts to support the planned growth of our business. In the long run, we expect SG&A expenses as a percent of sales to decline as our business grows.

For the three months ending September 30, 2025, we recorded total expenses of $3,032,321 as compared to the three months ending in September 30,2024 of $2,315,317. SG&A expenses for the three months ending September 30, 2025, are $1,803,240 as compared to the three months ending in September 30,2024 of $1,607,791. The significant increase in SG&A is primarily driven by comparative ramp up of costs in 2025 to establish our strategic plan to increase market reach and sales force as part of our Sales & Marketing Development and Investment plan as noted in our previous 10-Q’s in accordance with “Use of Proceeds” as stated in our most recent Form S-1 Registration Statement, coupled with higher personnel costs resulting from additional headcount, professional service fees, SEC compliance costs, bad debt expenses, etc.

For the nine months ending September 30, 2025, we recorded total expenses of $8,097,404 as compared to the nine months ending in September 30,2024 of $4,496,541. SG&A expenses for the nine months ending September 30, 2025, are $4,274,873 as compared to the nine months ending in September 30,2024 of $2,802,725. The significant increase in SG&A is primarily driven by comparative ramp up of costs in 2025 to establish our strategic plan to increase market reach and sales force as part of our Sales & Marketing Development and Investment plan as noted in our previous 10-Q’s in accordance with “Use of Proceeds” as stated in our most recent Form S-1 Registration Statement, coupled with higher personnel costs resulting from additional headcount, professional service fees, SEC compliance costs, bad debt expenses, etc.

Our net loss, for the three months ending September 30, 2025, was $ 4,655,608, as compared to net loss of $1,625,268 in the same period of 2024.

Our net loss, for the nine months ending September 30, 2025, was $ 8,110,233, as compared to net loss of $3,105,233 in the same period of 2024.

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Cost of Sales / Gross Profit (Loss). Cost of sales for the three months ended March 31, 2026 was $1,304,004, compared to $1,389,791 for the three months ended March 31, 2025, representing a decrease of $85,787, or 6.2%. Despite the reduction in cost of sales, the significant decline in net sales resulted in a gross loss of $388,451 for the three months ended March 31, 2026, reflecting a negative gross margin of 42.4%, compared to gross profit of $900,491 and a gross margin of 39.3% for the three months ended March 31, 2025. The deterioration in gross margin was primarily attributable to lower revenue volume and the resulting inability to absorb fixed manufacturing overhead and production costs, reduced production throughput, and changes in product mix during the current period. Gross margins may fluctuate from period to period depending on sales volume, manufacturing utilization, customer mix, and timing of product deliveries..

Sales and Marketing. Sales and marketing expenses for the three months ended March 31, 2026 were $621,454, compared to $674,582 for the three months ended March 31, 2025, representing a decrease of $53,128, or 7.9%. Sales and marketing expenses consist primarily of personnel-related costs, advertising, promotional activities, customer acquisition efforts, travel, and commercial support functions. The decrease reflects lower discretionary marketing and travel expenditures during the period, consistent with the Company’s ongoing focus on cost management.

General and Administrative. General and administrative expenses for the three months ended March 31, 2026 were $1,638,833, compared to $1,634,965 for the three months ended March 31, 2025, remaining substantially consistent with the prior-year period.

Research and Development Costs. Research and development expense for the three months ended March 31, 2026 was $127,081, compared to $163,469 for the three months ended March 31, 2025, representing a decrease of $36,388, or 22.3%. Research and development activities remain focused on enhancing existing laser cleaning technologies and equipment and developing new products, systems, and applications. The Company expects research and development expenditures to fluctuate based on project timing, product development priorities, and resource allocation.

Operating Loss. Operating loss for the three months ended March 31, 2026 was $2,775,819, compared to $1,572,525 for the three months ended March 31, 2025, representing an increase of $1,203,294, or 76.5%. The increase in operating loss was primarily attributable to lower revenue and the resulting gross loss during the current period, combined with a significant increase in general and administrative expenses driven by financing-related transaction costs and expanded public company operating costs, partially offset by modest decreases in sales and marketing and research and development costs.

Interest Expenses, Net. Interest expenses, net for the three months ended March 31, 2026 were $384,851, compared to $99,000 for the three months ended March 31, 2025. The increase reflects interest accrued on the Company’s outstanding debt obligations during the quarter, including notes payable and related party borrowings outstanding during the period.

Change in Fair Value of Derivative Liability The change in fair value of derivative liability resulted in a gain of $214,386 for the three months ended March 31, 2026, compared to $nil for the three months ended March 31, 2025. The gain reflects a decrease in the estimated fair value of the Company’s derivative liability associated with the Hudson financing arrangement, driven by changes in the underlying valuation inputs during the quarter.

Total Other Expense. Total other expense for the three months ended March 31, 2026 was $170,465, compared to $108,198 for the three months ended March 31, 2025, representing an increase of $62,267, or 57.5%. Other expense during the current period consisted of net interest expense of $384,851 on the Company’s outstanding debt obligations, partially offset by a gain of $214,386 recognized from the change in fair value of the Company’s remaining derivative liability associated with the Hudson financing arrangement. The increase compared to the prior-year period was primarily attributable to higher interest expense resulting from the Company’s increased borrowing activity during the quarter, partially offset by the derivative fair value gain.

Net Loss. Net loss for the three months ended March 31, 2026 was $2,946,284, or $(0.11) per basic and diluted share and $(0.16) per share attributable to common shareholders after deducting the deemed dividend of $1,512,480, compared to net loss of $1,680,723, or $(0.12) per basic and diluted share, for the three months ended March 31, 2025, representing an increase of $1,265,561, or 75%. The increase in net loss was primarily attributable to lower revenues, negative gross margin performance, and higher interest expense incurred in connection with the Company’s outstanding debt obligations during the quarter, partially offset by the gain recognized from the change in fair value of the derivative liability.

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Liquidity and Capital Resources

The following is a summary of the Company’s cash flows provided and (and used in) operating, investing, and financing activities for the ~~quarter’s~~three-month periods ended on ~~September~~March 3031, ~~2025~~2026, and ~~September~~March 3031, ~~2024~~2025.

	Nine Months Ended September 30
	Three Months Ended March 31
	2025			2024
	2026			2025
Net cash provided by Operating Activities	$	(1,429,652	)	$	(2,621,062	)
Net cash used in operating activities	$	(1,842,774	)	$	(1,157,220	)
Net cash provided by Investing Activities		(22,560	)		(288,628	)
Net cash used in investing activities		(97,974	)		(22,560	)
Net cash provided by Financing Activities		4,542,870			(1,169,687	)
Net cash provided by financing activities		2,918,009			825,000
Net cash increase for period		3,090,658			(4,079,377	)
Net cash increase (decrease) for period		977,261			(354,780	)
Cash at the beginning of period		~~533~~650,~~871~~339			6533,~~201,137~~871
Cash at end of period	$	31,~~624~~627,~~529~~600		$	2179,~~121,760~~091

As of ~~September~~March 3031, ~~2025~~2026, the Company had ~~3,624,529 in~~ cash, of $31,~~182~~627,~~930~~600, intotal current assets ~~(without~~of ~~cash~~$4,530,096, and ~~cash~~total ~~equivalents)~~current ~~and~~liabilities of $98,~~113~~514,~~872~~918. The Company’s working capital deficit was $3,984,822, compared with a working capital deficit of $7,344,637 as of December 31, 2025. The improvement in ~~current~~working ~~liabilities~~capital was primarily attributable to financing transactions completed during the quarter and subsequent debt reduction activities.

~~As a result, on September~~Operating ~~30, 2025, the Company had a deficit of $2,346,825 in total working capital, compared to $3,879,770 of total working capital on September 30, 2024.~~ Activities

~~The~~Net ~~acquisition~~cash ofused ~~Beamer~~in ~~did~~operating ~~not~~activities ~~require~~was ~~cash consideration~~$1,842,774 asfor the ~~Company~~three ~~issued~~months 3ended March 31,~~000~~ 2026,~~000~~ ~~restricted~~compared ~~shares~~with as$1,157,220 ~~payment~~ for the ~~assets.~~three months ~~While~~ended noMarch ~~immediate~~31, 2025. Operating cash ~~impact~~outflows ~~occurred,~~during ~~management~~the ~~expects~~current ~~incremental~~period ~~working-capital~~were ~~demands~~primarily ~~associated~~driven ~~with~~by ~~onboarding~~the ~~Beamer~~Company’s net loss of $2,946,284, ~~production~~partially ~~and~~offset ~~service~~by ~~workflows.~~non-cash ~~Integration~~items including depreciation and amortization, stock-~~related~~based compensation expense, amortization of deferred financing costs, changes in fair value of derivative liabilities, and changes in operating ~~cash~~assets ~~outflows~~and ~~may~~liabilities. ~~occur~~Working ~~during~~capital Q4changes included ~~2025~~movements in accounts receivable, inventories, contract liabilities, deferred revenue, and ~~into~~accounts ~~2026~~payable.

WeInvesting will have to meet all the financial disclosure and reporting requirements associated with being a public reporting, Company. Our management will have to spend additional time on policies and procedures to make sure it is compliant with various regulatory requirements, especially that of Section 404 of the Sarbanes-Oxley Act of 2002. This additional corporate governance required by management could limit the amount of time our management has to implement our business plan and may delay our anticipated growth plans.Activities

WeNet ~~are~~cash aused ~~small~~in ~~reporting~~investing ~~company~~activities aswas ~~defined~~$97,974 byfor ~~Rule~~the ~~12b-2~~three ofmonths ended March 31, 2026, compared with $22,560 for the ~~Exchange~~three ~~Act~~months ~~and~~ended March ~~are~~31, ~~not~~2025. ~~required~~Investing toactivity ~~provide~~during the ~~information~~current ~~required~~period ~~under this~~primarily ~~item~~consisted of purchases of property and equipment.

~~Revenues~~Financing Activities

~~For the~~Net ~~three~~cash ~~months~~provided ~~ending~~by ~~September~~financing ~~30,~~activities ~~2025~~was $2,918,009 wefor ~~recognized~~the ~~revenue~~three ofmonths ~~$919~~ended March 31,~~284~~ 2026, as compared towith $~~669~~825,~~182~~000 ~~in revenue~~ for the ~~same period in~~three ~~2024,~~months anended ~~increase~~March of31, 62025.~~63%.~~

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025 (Unaudited)		2024 (Unaudited)		2025 (Unaudited)		2024 (Unaudited)
Revenue	$	919,284	$	669,182	$	5,808,541	$	2,083,123

Financing activity during the current period was primarily attributable to proceeds from the Company’s February 2026 public offering, proceeds received from warrant exercises and warrant inducement transactions, and borrowings under financing arrangements. These inflows were partially offset by offering and transaction costs, repayments of outstanding debt obligations, and repayments of related-party borrowings. Financing transactions completed during the quarter strengthened liquidity and contributed to the improvement in working capital during the period.

~~For~~The ~~the~~Company ~~three~~continues ~~months~~to ~~ending~~require ~~September~~additional 30liquidity to support operations, ~~2025~~strategic initiatives, ~~our~~and ~~net~~working ~~loss~~capital ~~was~~requirements. ~~$4,655,608~~Management expects asto ~~compared~~continue evaluating debt and equity financing alternatives to asupport ~~loss~~future ofoperations $1and growth objectives. While management believes additional actions are available to improve liquidity,~~625,268~~ inthere ~~the~~can ~~same~~be ~~period~~no ofassurance that financing will be available on acceptable ~~2024~~terms, or at all.

~~We are entering into laser equipment sales agreements with customers for specific equipment based upon purchase orders and our standard terms and conditions of sale.~~22

Under our customer contracts or/and purchase orders, we transfer title and risk of loss to the customer and recognize revenue upon shipment. Our customers do not have extended payment terms or rights of return under these contracts.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Summary Financial Information – Non-GAAP EBITDA

	Three Months Ended September 30,						Nine Months Ended September 30,
	2025 (Unaudited)			2024 (Unaudited)			2025 (Unaudited)			2024 (Unaudited)
Other financial data (unaudited):
EBITDA(1)	$	(2,918,263	)	$	(1,235,616	)		(4,885,948	)	$	(2,271,742	)
Adjusted EBITDA(2)	$	(2,918,263	)	$	(1,235,616	)		(4,885,948	)	$	(2,271,742	)

In addition to providing financial measurements based on generally accepted accounting principles in the United States (“GAAP”), we provide the following additional financial metrics that are not prepared in accordance with GAAP (non-GAAP): EBITDA and adjusted EBITDA. Management uses these non-GAAP financial measures, in addition to GAAP financial measures, to understand and compare operating results across accounting periods, for financial and operational decision making, for planning and forecasting purposes and to evaluate our financial performance. We believe that these non-GAAP financial measures help us to identify underlying trends in our business that could otherwise be masked by the effect of certain expenses that we exclude in the calculations of the non-GAAP financial measures.

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Accordingly, we believe that these non-GAAP financial measures reflect our ongoing business in a manner that allows for meaningful comparisons and analysis of trends in the business and provides useful information to investors and others in understanding and evaluating our operating results, enhancing the overall understanding of our past performance and future prospects.

These non-GAAP financial measures do not replace the presentation of our GAAP financial results and should only be used as a supplement to, not as a substitute for, our financial results presented in accordance with GAAP. There are limitations in the use of non-GAAP measures, because they do not include all the expenses that must be included under GAAP and because they involve the exercise of judgment concerning exclusions of items from the comparable non-GAAP financial measure. In addition, other companies may use other non-GAAP measures to evaluate their performance, or may calculate non-GAAP measures differently, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison.

(1)

EBITDA is a non-GAAP financial measure used by management, lenders, and certain investors as a supplemental measure in the evaluation of some aspects of a corporation’s financial position and core operating performance. Investors sometimes use EBITDA, as it allows for some level of comparability of profitability trends between those businesses differing as to capital structure and capital intensity by removing the impacts of depreciation and amortization. EBITDA also does not include changes in major working capital items, such as receivables, inventory and payables, which can also indicate a significant need for, or source of, cash. Since decisions regarding capital investment and financing and changes in working capital components can have a significant impact on cash flow, EBITDA is not necessarily a good indicator of a business’s cash flows. We use EBITDA for evaluating the relative underlying performance of our core operations and for planning purposes. We calculate EBITDA by adjusting net income to exclude net interest expense, income tax expense or benefit, depreciation and amortization, thus the term “Earnings Before Interest, Taxes, Depreciation and Amortization” and the acronym “EBITDA.”

(2)

Adjusted EBITDA is defined as net income (loss) as reported in our consolidated statements of income excluding the impact of (i) interest expense; (ii) income tax provision; (iii) depreciation and amortization; (iv) stock-based compensation expense; (v) accretion of debt discounts; (vi) other income - forgiveness of Paycheck Protection Program loan; (vii) other financing costs; (viii) loss on extinguishment of debt; (ix) warrant inducement expense; (x) amortization of right-of-use assets; and (xi) change in fair value of derivative liabilities. Our Adjusted EBITDA measure eliminates potential differences in performance caused by variations in capital structures (affecting finance costs), tax positions, the cost and age of tangible assets (affecting relative depreciation expense) and the extent to which intangible assets are identifiable (affecting relative amortization expense). We also exclude certain one-time and non-cash costs. Our definition of Adjusted EBITDA may differ from similarly titled measures used by other companies, and any such differences could be material.

We believe EBITDA and Adjusted EBITDA are helpful for investors to better understand our underlying business operations. The following table adjusts Net Income to EBITDA and Adjusted EBITDA for the three months ending September 30, 2025, and 2024.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2025 (Unaudited)			2024 (Unaudited)			2025 (Unaudited)			2024 (Unaudited)
Reconciliation of EBITDA:
Net Loss	$	(4,655,608	)		(1,625,268	)	$	(8,110,233	)	$	(3,105,233	)
Add (deduct):
Interest expense		1,445,390						2,357,790			-
Taxes		-			151,035			-			163,664
Other		-						(1,594	)		-
Depreciation & Amortization		291,955			238,617			868,089			669,827
EBITDA		(2,918,263	)		(1,235,616	)		(4,885,948	)		(2,271,742	)
Other adjustments		-			-			-			-
Adjusted EBITDA	$	(2,918,263	)		(1,235,616	)	$	(4,885,948	)	$	(2,271,742	)

Off-Balance Sheet Arrangements

As of ~~September~~March 3031, ~~2025~~2026, wethe Company did not ~~have~~maintain any material off-balance sheet arrangements, including obligations under guarantee contracts, retained or contingent interests in transferred assets, obligations under certain derivative instruments, or obligations arising from variable interest entities.

~~Pursuant~~ITEM ~~to Item 305(e) of Regulation S-K (§ 229~~3.~~305(e)),~~ ~~the~~QUANTITATIVE ~~Company~~AND isQUALITATIVE ~~not~~DISCLOSURES ~~required~~ABOUT toMARKET ~~provide the information required by this Item as it is a “smaller reporting Company,” as defined by Rule 229~~RISK.~~10(f)(1).~~

WeThe ~~have~~Company ~~not~~is ~~utilized~~a ~~any~~smaller ~~derivative~~reporting ~~financial~~company ~~instruments such~~ as ~~futures~~defined ~~contracts, options and swaps, forward foreign exchange contracts or interest rate swaps and futures. We believe that adequate controls are~~ in ~~place~~Rule to12b-2 ~~monitor~~under ~~any~~the ~~hedging~~Securities ~~activities.~~Exchange WeAct doof ~~not~~1934 ~~have any borrowings~~ and, ~~consequently,~~is ~~we are~~ not ~~affected~~required byto ~~changes in market interest rates. We do not currently have any sales or own~~provide ~~assets and operate facilities in countries outside~~ the ~~United~~information ~~States~~required ~~and, consequently, we are not affected~~ by ~~foreign~~this ~~currency~~Item. ~~fluctuations or~~Notwithstanding ~~exchange~~this ~~rate changes. Overall~~exemption, wethe ~~believe~~Company ~~that~~provides ~~our~~the ~~exposure~~following ~~to interest rate risk and foreign currency exchange rate changes is not material to our financial condition or results of operations~~disclosure.

Interest Rate Risk

The Company’s debt obligations primarily bear fixed interest rates and management does not believe changes in market interest rates had a material impact on the Company’s financial position, results of operations, or cash flows during the three months ended March 31, 2026.

Derivative Instruments and Foreign Currency Risk

The Company has outstanding warrants that were evaluated under ASC 815-40. With the exception of the warrant issued to Hudson Global Ventures, LLC, which is classified as a derivative liability and carried at fair value of $124,516 as of March 31, 2026, all remaining outstanding warrants are classified as equity instruments and are not accounted for as derivative liabilities.

We do not currently have any sales or own assets and operate facilities in countries outside the United States and, consequently, we are not affected by foreign currency fluctuations or exchange rate changes. Overall, we believe that our exposure to interest rate risk and foreign currency exchange rate changes is not material to our financial condition or results of operations. as of March 31, 2026.

ITEM 4. CONTROLS AND PROCEDURES

~~Disclosures~~Disclosure ~~Control~~Controls and Procedures

~~Under~~As of the ~~supervision~~end of ~~our~~the ~~Chief~~period ~~Executive~~covered ~~Officer~~by ~~(“CEO”)~~this Quarterly Report, under the supervision and ~~Chief~~with ~~Financial~~the ~~Officer~~participation ~~(“CFO”),~~of ~~our~~the ~~management~~Company’s ~~has~~management, ~~evaluated~~including its principal executive officer and principal financial officer, the ~~effectiveness~~Company conducted an evaluation of the effectiveness of the design and operation of ~~our~~its “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) ~~promulgated~~ under the Securities Exchange Act of 1934, as amended ~~(the “Exchange Act”~~)~~, as of the end of the period covered by this Quarterly Report on Form 10-Q (the “Evaluation Date”)~~. Based upon that evaluation, our CEO and CFO have concluded that, as of the Evaluation Date, our disclosure controls and procedures are not effective. Management is implementing controls and procedures during 2024 to bring to effective.

Management concluded that disclosure controls and procedures were not effective as of March 31, 2026, due to the material weaknesses in internal control over financial reporting described below, which were previously identified and disclosed in the Company’s Annual Reports on Form 10-K for the years ended December 31, 2025 and 2024, and which have not yet been fully remediated.

Material Weaknesses in Internal Control Over Financial Reporting

As previously disclosed in the Company’s Annual Reports on Form 10-K for the years ended December 31, 2025 and 2024, management identified the following material weaknesses in internal control over financial reporting, each of which remained unremediated as of March 31, 2026:

	●	Continuing Weakness: The system of internal controls failed to identify multiple journal entries that were identified by the external auditor.
	●	Continuing Weakness: Lack of a formal control process related to the identification and approval of related party transactions.

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	●	Continuing Weakness: The Company is not able to fully maintain segregation of duties within its financial operations due to its reliance on limited personnel in the finance function.
	●	Continuing Weakness: As a smaller company, the Company lacks sufficient resources to perform the internal audit function.
	●	Continuing Weakness: Documentation of all proper accounting procedures is not yet complete.

Remediation Activities

Management continued to implement remediation activities during the quarter ended March 31, 2026 intended to address the material weaknesses described above, including: (i) enhancing financial close and reporting processes by implementing additional levels of review over manual journal entries, formalizing account reconciliation procedures, and requiring documented supervisory approval of all non-routine and significant adjustments; (ii) adopting and enforcing a formal written policy and control framework for the identification, review, approval, and disclosure of related party transactions, including periodic related-party questionnaires and review by the Audit Committee; and (iii) strengthening the finance and internal control environment by augmenting finance personnel and reassigning responsibilities to improve segregation of duties, engaging qualified third-party professionals to assist with internal audit-type procedures and ongoing monitoring where internal resources are limited, and completing and maintaining comprehensive documentation of key accounting policies, procedures, and internal controls. Management will continue to monitor the effectiveness of these remediation efforts.

Notwithstanding the material weaknesses described above, management performed additional review and validation procedures, including expanded technical accounting review and executive-level review of significant financing and equity transactions, and concluded that the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, the financial condition, results of operations, and cash flows of the Company in conformity with U.S. GAAP.

Changes in Internal Controls over Financial Reporting

~~There~~Except ~~was~~for noremediation ~~material~~activities ~~change~~associated inwith ~~our~~the ~~internal~~previously ~~control~~identified ~~over~~material ~~financial~~weaknesses ~~reporting~~described ~~(as~~above, ~~defined~~there inwere ~~Rules~~no ~~13a-15(f)~~changes ~~and~~in ~~15d-15(f) promulgated under~~ the Company’s ~~Exchange~~internal ~~Act)~~control ~~that~~over ~~occurred~~financial reporting during the ~~last~~quarter ~~fiscal~~ended ~~quarter~~March 31, 2026 that ~~has~~have materially affected, or is are reasonably likely to materially affect, ~~our~~ the Company’s internal control over financial reporting.

1924

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We are not involved in any legal proceedings, including routine litigation arising in the normal course of business that we believe will have a material adverse effect on our business, financial condition or results of operations.

ITEM 1A. RISK FACTORS

Not applicable to a smaller reporting Company.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~There~~During ~~were~~the nothree ~~sales~~months ofended ~~unregistered~~March ~~securities~~31, ~~during~~2026, the ~~reported~~Company ~~period~~issued Series A-3 and Series A-4 warrants in connection with a warrant inducement transaction. The issuance was conducted in reliance upon applicable exemptions from registration under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

31.1		Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer
31.2		Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial ~~and accounting~~ officer
32.1		Section 1350 Certification of principal executive officer
32.2		Section 1350 Certification of principal financial ~~and accounting~~ officer
101*		Inline XBRL data files of Financial Statements and Notes contained in this Quarterly Report on Form 10-Q.

* In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed.”

2025

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Laser Photonics Corporation
Date: December 22, 2025	By:	/s/ Wayne Tupuola
Date: June 11, 2026	By:	/s/ Wayne Tupuola
		President and Chief Executive Officer (Principal Executive Officer)

Date: December 22, 2025	By	/s/ Carlos Sardinas
Date: June 11, 2026	By	/s/ Roman Franklin
		Chief Financial Officer
		(Principal Financial and Accounting Officer)
		(Principal Financial Officer)
Date: June 11, 2026	By:	/s/ Michael Lockey
		Controller
		(Principal Accounting Officer)

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