UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~December~~March 31, ~~2024~~2025

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

For the Transition Period from _________ to ________.

Commission File Number 333-274532

NEXSCIENT, INC.

(Exact name of registrant as specified in its charter)

7372		Delaware		92-2915192
(Primary Standard IndustrialClassification Code Number)		(State or other jurisdiction ofincorporation or organization)		(I.R.S. ~~Employer~~EmployerIdentification ~~IdentificationNumber~~Number)

2029 Century Park East, Suite 400

Los Angeles, CA, 90067

(Address of principal executive offices, including zip code)

(310) 494-6620

(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

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

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

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

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

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

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

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

~~Yes~~As ~~☐ No~~of ☒May 15, 2025, there were 21,173,312 shares of common stock issued and outstanding, par value, $0.001 per share.

As of February 12, 2025, there were 20,421,312 shares of common stock issued and outstanding, par value, $0.001 per share.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

NEXSCIENT, INC.

FORM 10-Q

FOR THE QUARTER ENDED ~~DECEMBER~~MARCH 31, ~~2024~~2025

TABLE OF CONTENTS

		Page
Part I – Financial Information		~~F-1~~
Item 1.	Financial Statements (Unaudited)	~~F-1~~4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	312
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	514
Item 4.	Controls and Procedures	514
Part II – Other Information
Item 1.	Legal Proceedings	716
Item 1A.	Risk Factors	716
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	716
Item 3.	Defaults Upon Senior Securities	716
Item 4.	Mine Safety Disclosures	716
Item 5.	Other Information	716
Item 6.	Exhibits	817
Signatures		918
Certifications

23 Table of Contents

NEXSCIENT, INC.

BALANCE SHEETS

(unaudited)

	December 31, 2024			June 30, 2024
	March 31,2025			June 30,2024
ASSETS
Current Assets
Cash	$	7921,~~025~~376		$	75,804
Prepaid expenses		-13,417			24,000
Total current assets		7934,~~025~~793			99,804
Right of Use asset		15,648			24,579
Software		135,000			-
TOTAL ASSETS	$	94,673		$	124,383
Right of use asset		11,056			24,579
TOTAL ASSETS	$	180,849		$	124,383
LIABILITIES AND STOCKOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable	$	13,~~268~~130		$	18,000
Right of use liability – current portion		14,039			18,203
Loan from officer		30,000			-
Total current liabilities		27,307			36,203
Right of use liability – current portion		9,447			18,203
Total current liabilities		52,577			36,203
Right of use liability		1,609			6,376
Accrued interest payable		6,341			-
Accrued interest		12,828			-
Convertible debentures		~~265~~330,000			-
TOTAL LIABILITIES	$	~~300~~397,~~257~~014		$	42,579
Commitments and Contingencies (Note 6)
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred Stock 10,000,000 shares authorized, $0.001 par value, 0 shares issued and outstanding at December 31 and June 30, 2024, respectively	$	-		$	-
Preferred Stock 10,000,000 shares authorized, $0.001 par value, 0 shares issued and outstanding at March 31, 2025 and June 30, 2024, respectively	$	-		$	-
Common Stock 75,000,000 shares authorized, $0.001 par value, 20,421,312 shares issued and outstanding at December 31 and June 30, 2024, respectively		20,421			20,421
Common Stock 75,000,000 shares authorized, $0.001 par value, 21,087,312 and 20,421,312 shares issued and outstanding at March 31, 2025 and June 30, 2024, respectively		21,087			20,421
Additional paid-in capital		1,~~092~~216,~~741~~345			1,092,741
Accumulated deficit		(1,~~318~~453,~~746~~597	)		(1,031,358	)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)	$	(~~205~~216,~~584~~165	)	$	81,804
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	94180,~~673~~849		$	124,383

The accompanying notes are an integral part of these financial statements

~~F-1~~4 Table of Contents

NEXSCIENT, INC.

~~STATEMENT~~STATEMENTS OF OPERATIONS

(unaudited)

	Three Months EndedDecember 31,2024			Three Months Ended December 31,2023			Six Months Ended December 31,2024			Six Months Ended December 31,2023
	Three MonthsEndedMarch 31,2025			Three MonthsEndedMarch 31,2024			Nine MonthsEndedMarch 31,2025			Nine MonthsEndedMarch 31,2024
REVENUES	$	-		$	-		$	-		$	-
OPERATING EXPENSES
Research and development		~~10,000~~-			5058,~~160~~957			79,864			65124,~~160~~117
General and administrative		~~149~~114,~~758~~581			~~165~~158,~~871~~335			~~207~~322,~~525~~105			~~393~~552,~~989~~324
TOTAL OPERATING EXPENSES	$	~~159~~114,~~758~~581		$	~~216~~217,~~031~~292		$	~~287~~401,~~389~~969		$	~~459~~676,~~149~~441
NET LOSS	$	(159,758	)	$	(216,031	)	$	(287,389	)	$	(459,149	)
Interest expense		20,270						20,270
BASIC AND DILUTED LOSS PER COMMON SHARE	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.02	)
NET LOSS	$	(134,851	)	$	(217,292	)	$	(422,239	)	$	(676,441	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED		20,421,312			19,967,030			20,421,312			19,759,997
BASIC AND DILUTED LOSS PER COMMON SHARE	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.03	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED		20,721,582			20,172,975			20,519,202			19,889,112

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

~~F-2~~5 Table of Contents

NEXSCIENT, INC.

~~STATEMENT~~STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(unaudited)

	Preferred Stock Shares		Preferred Stock		Common Stock Shares		CommonStock		AdditionalPaid-InCapital		SubscriptionsReceivable			AccumulatedDeficit			TotalStockholders'Equity (Deficit)
	Preferred StockShares		Preferred Stock		Common StockShares		CommonStock		AdditionalPaid-InCapital		SubscriptionsReceivable			AccumulatedDeficit			TotalStockholders'Equity (Deficit)
Balance, June 30, 2023		-	$	-		16,528,000	$	16,528	$	404,837	$	(154,500	)	$	(93,766	)	$	173,099
Share issued for services		-		-		1,500,000		1,500		148,500		-			-			150,000
Shares issued for cash		-		-		1,927,980		1,928		190,870		154,500			-			347,298
Net loss		-		-		-		-		-		-			(243,118	)		(243,118	)
Balance, September 30, 2023		-	$	-		19,955,980	$	19,956	$	744,207	$	-		$	(336,884	)	$	427,279
Shares issued for cash		-		-		36,665		37		27,463		(9,999	)		-			17,501
Net loss		-		-		-		-		-		-			(216,031	)		(216,031	)
Balance, December 31, 2023		-	$	-		19,992,645	$	19,993	$	771,670	$	(9,999	)	$	(552,915	)	$	228,749
Balance, June 30, 2024		-	$	-		20,421,312	$	20,421	$	1,092,741	$	-		$	(1,031,358	)	$	81,804
Net loss		-		-		-		-		-		-			(127,630	)		(127,630	)
Balance, September 30, 2024		-	$	-		20,421,312	$	20,421	$	1,092,741	$	-		$	(1,158,988	)	$	(45,826	)
Net loss		-		-		-		-		-		-			(159,758	)		(159,758	)
Balance, December 31, 2024		-	$	-		20,421,312	$	20,421	$	1,092,741	$	-		$	(1,318,746	)	$	(205,584	)
Shares issued for services		-		-		66,000		66		16,434		-			-			16,500
Shares issued for software		-		-		350,000		350		87,150		-			-			87,500
Shares issued with debt						250,000		250		20,020								20,270
Net loss		-		-		-		-		-		-			(134,851	)		(134,851	)
Balance, March 31, 2025		-	$	-		21,087,312	$	21,087	$	1,216,345	$	-		$	(1,453,597	)	$	(216,165	)

The accompanying notes are an integral part of these financial statements

~~F-3~~6 Table of Contents

NEXSCIENT, INC.

~~STATEMENT~~STATEMENTS OF CASH FLOWS

(unaudited)

	Six Months EndedDecember 31,2024			SixMonthsEndedDecember 31,2023
	Nine MonthsEndedMarch 31,2025			Nine MonthsEndedMarch 31,2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(~~287~~422,~~389~~239	)	$	(~~459~~676,~~149~~441	)
Amortization of prepaid stock-based compensation		2427,~~000~~083			-
Amortization of debt discount		20,270			-
Adjustments to reconcile net loss to net cash used in operating activities
+ Shares issued for services		-			150,000
Shares issued for services		-			189,000
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		1,610			(14,489	)
Accrued interest on debentures		12,828			-
NET CASH USED IN OPERATING ACTIVITIES	$	(261,779	)	$	(323,638	)
Accounts payable and accrued liabilities		(4,870	)		(14,359	)
NET CASH USED IN OPERATING ACTIVITIES	$	(366,928	)	$	(501,800	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of software		(47,500	)		-
NET CASH USED IN INVESTING ACTIVITIES	$	(47,500	)	$	-
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of advance from related party		-			(500	)
Proceeds from convertible debentures issued for cash		~~265~~330,000			-
Proceeds from shares issued for cash		-			~~210~~469,~~299~~297
Proceeds from subscriptions receivable		-			154,500
Proceeds from officer loan		30,000			-
NET CASH PROVIDED BY FINANCING ACTIVITIES	$	~~265~~360,000		$	~~364~~468,~~299~~797
NET INCREASE IN CASH		3,221			40,661
NET INCREASE (DECREASE) IN CASH		(54,428	)		(33,003	)
CASH AT BEGINNING OF THE PERIOD		75,804			202,459
CASH AT END OF THE PERIOD	$	7921,~~025~~376		$	~~243~~169,~~120~~456
Non-cash investing and financing activities:
Supplemental disclosure of non-cash investing and financing activities:
Shares issued for subscriptions receivable	$	-		$	9,999
Shares issued for software purchase	$	87,500		$	-
Cash paid for income taxes	$	-		$	-
Shares issued with debt	$	20,270		$	-
Cash paid for interest	$	-		$	-

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

~~F-4~~7 Table of Contents

NEXSCIENT, INC.

NOTES TO FINANCIAL STATEMENTS

(unaudited)

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Nexscient, Inc. (the “Company”) was incorporated in the State of Delaware on March 14, 2023. The Company is developing a subscription-based, condition monitoring solution for maintaining and protecting industrial equipment. The Company’s objective is to exploit Industrial Internet-of-Things (IIoT), artificial intelligence (AI), and Cloud-computing technologies to offer a continuous, remote machine health monitoring service that provides actionable insights to manufacturers and continuous process facilities seeking an effective yet affordable predictive maintenance solution to help reduce equipment failures, avoid unscheduled downtimes, decrease equipment maintenance costs, and improve overall equipment efficiencies. In addition, the Company’s long-term strategy includes the acquisition and integration of synergistic technology assets and businesses operating in the domain of Enterprise AI. The Company’s head office is at 2029 Century Park East, Suite 400, Los Angeles, CA 90067.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Unaudited Interim Financial Information

The unaudited interim financial statements and related notes have been prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP) for interim financial information, within the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Certain information and disclosures normally included in the annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The unaudited interim financial statements have been prepared on a basis consistent with the audited financial statements and in the opinion of management, reflect all adjustments, consisting of only normal recurring adjustments, necessary for the fair presentation of the results for the interim period presented and of the financial condition as of the date of the interim balance sheet. The financial data and the other information disclosed in these notes to the interim financial statements related to the three-month period is unaudited. Unaudited interim results are not necessarily indicative of the results for the full fiscal year.

The accompanying unaudited interim condensed financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto for the year ended June 30, 2024, included in the Company’s Annual Report filed on Form 10-K filed with the SEC.

Use of Estimates

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

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and accounts receivable. As of ~~December~~March 31, ~~2024~~2025, substantially all of the Company’s cash was held by major financial institutions located in the United States, which management believes are of high credit quality.

Cash

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

~~F-5~~8 Table of Contents

Leases

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

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

Software

Software is stated at cost less accumulated amortization and is depreciated using the straight-line method over the estimated useful life of the asset. The estimated useful life of the asset is five years and is not depreciated until it is available for use by the Company.

Fair Value of Financial Instruments

Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures”, adopted January 1, 2008, defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The Company’s financial instruments include cash, current receivables and payables. These financial instruments are measured at their respective fair values. The three levels are defined as follows:

	·	Level 1 - inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

	·	Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

	·	Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value.

For cash and accounts payable, it is management’s opinion that the carrying values are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and if applicable, their stated interest rate approximates current rates available.

Convertible Debt

The Company evaluates convertible debt instruments under Accounting Standards Codification (ACS) 470-20, Debt with Conversion and Other Options to determine whether the instrument includes embedded features that must be separately accounted for as a derivative. The Company assesses whether the embedded conversion feature requires bifurcation under ASC 815-15, Embedded Derivatives and ASC 815-40, Contracts in Entity’s Own Equity.

Research and Development

Research and development costs include costs to develop and refine technological processes used to carry out business operations. Research and development costs charged ~~to expense~~ for the ~~three~~nine-months ended ~~December~~March 31, ~~2024~~2025 and ~~2023 were $10,000 and $50,160, respectively, and for the six-months ended December 31,~~ 2024 ~~and 2023~~ were $79,864 and $65124,~~160~~117, respectively.

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Earnings (Loss) per Share

Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. If applicable, diluted earnings (loss) per share assume the conversion, exercise or issuance of all common stock instruments unless the effect is to reduce a loss or increase earnings (loss) per share. The Company has convertible debentures outstanding as of ~~December~~March 31, ~~2024~~2025, for which the maximum number of shares issuable upon conversion is 660,000 shares isbased ~~indeterminable~~on ~~and~~a ~~would~~floor beconversion ~~anti-dilutive~~price of $0.50 per share.

F-6 Table of Contents

Recently Issued Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.

NOTE 3 – GOING CONCERN

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.

The Company has generated no revenues since inception and incurred losses since inception resulting in an accumulated deficit of $1,~~318~~453,~~746~~597, as of ~~December~~March 31, ~~2024~~2025, and further losses are anticipated in the development of its business. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.

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

NOTE 4 – CONVERTIBLE DEBENTURES

During the three months ended ~~December~~March 31, ~~2024~~2025, the Company issued convertible debentures in the aggregate principal amount of $8565,000 each in exchange for cash. The convertible debt is unsecured, bears interest at 9% per annum compounded on the basis of a 365-day year and actual days lapsed due at maturity, and is convertible at the lower of $0.75 per share or 20% below the average VWAP (Volume Weighted Average Price) per share of common stock for the ten (10) days prior to the date of conversion, with a minimum price of the common stock at $0.50 per share. The debentures have a maturity date of two years from date of issuance and are convertible at the option of the holder. The total amount of these debentures outstanding as of ~~December~~March 31, ~~2024~~2025, is $~~265~~330,000.

NOTE 5 – STOCKHOLDERS’ EQUITY (DEFICIT)

The Company’s authorized capital consists of eighty-five million (85,000,000) shares, comprised of: (i) seventy-five million (75,000,000) shares of Common Stock, par value $0.001 per share (the “Common Stock”); and (ii) 10,000,000 shares of blank check Preferred Stock, par value $0.001 per share (the “Preferred Stock”).

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

In January 2025, as compensation to a new member of its Advisory Board, the Company issued 16,000 shares of its common stock, having a value of $4,000 based on a share price of $0.25 per share.

In February 2025, the Company issued 350,000 shares of its common stock as partial compensation in the purchase of AI Media Toolkit SaaS platform. The shares were valued at $87,500, based on the share price of $0.25 per share.

In March 2025, the Company issued 50,000 shares of its common stock to a consultant as compensation in lieu of cash, for consulting services having a value of $12,500, based on a share price of $0.25 per share.

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NOTE 6 – COMMITMENTS AND CONTINGENCIES

Lease Commitments

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

Contingencies

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

NOTE 7 – ~~SUBSEQUENT~~RELATED ~~EVENTS~~PARTY TRANSACTIONS

~~During~~Related ~~January~~party ~~2025~~transactions are measured at the exchange amount, which is the ~~Company~~amount ~~issued~~of ~~additional~~consideration ~~convertible~~established ~~debentures~~and inagreed ~~return~~to ~~for~~by ~~total~~the ~~cash~~related ~~proceeds~~parties. Related ofparties ~~$15~~are natural persons or other entities that have the ability,~~000. The~~ ~~terms~~directly, ofor indirectly, to control another party or exercise significant influence over the ~~convertible~~party ~~debentures~~in making financial and operating decisions. Related parties include other parties that are ~~disclosed~~subject into ~~Note~~common 4control or that are subject to common significant influences.

OnIn February 3, 2025, ~~the~~pursuant ~~Company~~to ~~entered~~terms ~~a non-binding letter~~ of ~~intent~~a ~~(“LOI”)~~promissory ~~with~~note anthe ~~unaffiliated~~Company ~~party~~issued to250,000 ~~acquire~~shares ~~a software application for a combination~~ of ~~cash~~its ~~and~~common stock, ~~pursuant~~ to ~~which~~its ~~the~~chief ~~parties~~executive ~~agreed~~officer toas ~~proceed~~an ~~reasonably~~accommodation ~~and~~for inadvancing ~~good faith toward~~ the ~~negotiation~~Company ~~and~~a ~~execution~~zero-interest ofloan ~~definitive documentation. The purchase price~~ in the ~~LOI~~amount ~~consists~~ of $4730,~~500~~000. inThe ~~cash~~loan ~~and~~was ~~350,000~~repayable ~~shares~~within of30 ~~the~~days ~~Company’s~~from ~~common~~date ~~stock,~~of ~~and~~issuance. The ~~completion~~Company ofdetermined the ~~transaction~~relative isfair ~~subject~~value toof ~~standard~~the ~~due~~debt ~~diligence, negotiation~~ and ~~execution of definitive documentation~~equity. If Accordingly, athe ~~definitive~~debt ~~agreement~~was isdiscounted ~~not executed~~ by ~~the parties on or before February 28~~$20, ~~2025~~270, ~~the~~which ~~terms~~was ofaccreted ~~the~~up ~~LOI~~through ~~would terminate, with~~ the ~~exception~~maturity ~~of certain specified provisions~~date.

~~F-7~~NOTE ~~Table~~8 of– ~~Contents~~SUBSEQUENT EVENTS

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

During April 2025, the Company issued a total of 86,000 shares to an advisor and a consultant as compensation in lieu of cash, for consulting services rendered.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q.

Overview

We were incorporated in the State of Delaware on March 14, 2023. We intend to offer a continuous, remote condition-based monitoring solution for manufacturers and continuous production facilities seeking to implement a Predictive Maintenance (PdM) program. Our platform leverages the latest IIoT technology with edge processing, machine-learning/AI algorithms, and Cloud computing infrastructure to collect, diagnose and transmit critical information about machine health and performance. Unlike other condition-monitoring programs on the market today, we take a unique approach by offering a remote, continuous monitoring solution that is autonomous and machine agnostic with no equipment purchase requirement. Designed as a scalable, stand-alone solution, our solution does not depend on integration with any control or IT system for its data source. Our design uses a mesh network of data collection nodes that are externally mounted to the outer casing of the equipment being monitored and data is collected via three on-board sensors, including acoustic, vibration and temperature. Compatible with virtually all rotating machinery, regardless of age, make, model or condition, the nodes collect and securely transmit pertinent data from the on-board sensors via a secure gateway to our Cloud-based analytics platform for processing and diagnosis.

In addition, the Company’s long-term strategy includes the acquisition and integration of synergistic technology assets and businesses operating in the domain of Enterprise AI. Our recent software acquisition is currently being implemented into a SaaS platform in preparation for offering subscription-based services. Completion of this effort is expected by the end of this fiscal year.

The Company, which was incorporated on March 14, 2023, and has a June 30 fiscal year-end, has limited comparable history.

Results of Operations for the three months ended ~~December~~March 31, ~~2024~~2025, and ~~December~~March 31, ~~2023~~2024

Revenues

We are in our development stage and have not generated revenues for the three months ended ~~December~~March 31, ~~2024~~2025, and ~~December~~March 31, ~~2023~~2024, respectively.

Operating Expenses

For the three months ended ~~December~~March 31, ~~2024~~2025, we incurred ~~operating expenses of~~ $~~159~~114,~~758.~~581 Ofin ~~the~~operating ~~total~~expenses, ~~$10,000~~which ~~was~~include ~~attributed~~legal ~~to research~~ and ~~development~~accounting, ~~activities~~travel ~~related~~and tolodging, ~~the~~and ~~Company’s~~general ~~SaaS~~and ~~platform~~administrative costs, ~~while~~of ~~the~~which ~~balance~~$3,083 ofwas ~~these~~a ~~expenses~~non-cash ~~incurred~~expense ~~was~~ related to ~~general~~shares ~~and~~issued ~~administrative~~to ~~expenses,~~advisors ~~which include legal~~ and ~~accounting~~consultants, ~~travel~~in ~~and~~lieu ~~lodging~~of cash, ~~and~~for ~~general~~services ~~operating costs~~rendered. When compared to operating expenses of $~~216~~158,~~031~~335 incurred ~~during the same period last year,~~ for the period ended ~~December~~March 31, ~~2023~~2024, we note a decrease of 2627.6% due to a ~~reduction~~due ~~of expenses related~~ to ~~research~~a ~~and~~reduction ~~development~~in ~~and~~ stock-based compensation ~~during~~compared to the ~~six~~previous ~~months ended December 31, 2024~~year.

Net Loss

For the three months ended ~~December~~March 31, ~~2024~~2025, we incurred a net loss of $~~159~~134,~~758~~851, compared to $~~216~~217,~~031~~292 for the three months ended ~~December~~March 31, ~~2023~~2024, representing a decrease of 37.9%, primarily as a result of changes to ~~lower~~ reduced research and development and operating expenses described above, while not generating any revenues in either period.

Results of Operations for the ~~six~~nine months ended ~~December~~March 31, ~~2024~~2025, and ~~December~~March 31, ~~2023~~2024

Revenues

We are in our development stage and have not generated revenues for the ~~six~~nine months ended ~~December~~March 31, ~~2024~~2025, and ~~December~~March 31, ~~2023~~2024, respectively.

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Operating Expenses

For the ~~six~~nine months ended ~~December~~March 31, ~~2024~~2025, we incurred operating expenses of $~~287~~401,~~389.~~969, of which $27,083 were non-cash costs related to shares issued to advisors and consultants in lieu of cash for services rendered and loan expenses. Of the total, $79,864 was attributed to research and development activities related to the Company’s SaaS platform, while the balance of these expenses incurred was related to general and administrative expenses, which include legal and accounting, travel and lodging, and general operating costs. When compared to operating expenses of $~~459~~676,~~149~~441 incurred during the same period last year, for the period ended ~~December~~March 31, ~~2023~~2024, we note a decrease of 3740.6% due to a reduction of general and administrative expenses, primarily related to reductions in stock-based compensation.

Net Loss

For the ~~six~~nine months ended ~~December~~March 31, ~~2024~~2025, we incurred a net loss of $~~287~~422,~~389~~239, compared to $~~459~~676,~~149~~441 for the ~~six~~nine months ended ~~December~~March 31, ~~2023~~2024, primarily asdue ato ~~result of~~ a net decrease of $~~171~~254,~~760~~202 in operating expenses described above, while not generating any revenues in either period.

Liquidity and Capital Resources

As of ~~December~~March 31, ~~2024~~2025, the Company has approximately $7921,~~025~~376 cash on hand, an accumulated net loss of $1,~~318~~453,~~746~~597, and no revenue to cover its operating costs. Our ~~base~~ burn rate iswas significantly reduced to approximately $316,000 per month. Presently, our operations are being funded by funds previously raised and loans from officers and we believe our currently available capital resources are not sufficient to sustain our operations for ~~not~~ more than ~~two~~three (23) months. without an additional capital infusion. The Company intends to ~~fund~~continue ~~future~~funding operations through its convertible debenture private placement offering currently being offered, officer loans, and other future public offerings or private financing arrangements. The ability of the Company to realize its business plan is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Cash Flow from Operating Activities

For the ~~six~~nine months ended ~~December~~March 31, ~~2024~~2025, the cash flows used in the Company’s operating activities was $~~261~~366,~~779~~928, primarily used to fund ~~development~~operating costs and general and administrative expenses. For the same ~~six~~nine-month period ended ~~December~~March 31, ~~2023~~2024, the cash flows used in operating activities totaled $~~323~~501,~~638~~800, representing a 1926.9% decrease this year compared to the same period last year due to a reduction in general and administrative expenses.

Cash Flow from Investing Activities

For the ~~six~~nine months ended ~~December~~March 31, ~~2024~~2025, ~~and~~the ~~2023~~Company used $47,500 in cash for the purchase of the AI Media Toolkit SaaS platform software asset compared to the same period in 2024, where the Company did not record any cash transactions from investing activities.

Cash Flow from Financing Activities

For the ~~six~~nine months ended ~~December~~March 31, ~~2024~~2025, the net cash provided by financing activities by the Company was $~~265~~360,000, asconsisting ~~a result~~ of proceeds received from the issuance of convertible debentures. and an officer loan. During the same period last year, for the ~~six~~nine months ended ~~December~~March 31, ~~2023~~2024, net cash provided from financing activities total $~~364~~468,~~299~~797, ~~which~~representing ~~was~~a ~~related~~reduction toof 23.2% in proceeds received from the sale of our ~~common stock~~securities.

Future Financings

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

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Expected Purchase or Sale of Significant Equipment

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

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Off-Balance Sheet Arrangements

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

Critical Accounting Policies

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

Stock-Based Compensation

Stock-based compensation is accounted for in accordance with ASC Topic 718-10 “Compensation-Stock Compensation” (“ASC 718-10”). The Company measures all equity-based awards granted to employees, independent contractors and advisors based on the fair value on the date of the grant and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective award.

The Company classifies equity-based compensation expense in its statement of operations in the same manner in which the award recipient’s payroll or contractor costs are classified or in which the award recipient’s service payments are classified.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation, under the supervision and with the participation of our management, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our principal executive and principal financial officers concluded as of ~~December~~March 31, ~~2024~~2025, that our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses in our internal controls over financial reporting discussed immediately below.

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Identified Material Weakness

A material weakness in our internal control over financial reporting is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the financial statements will not be prevented or detected. Management identified the following material weakness during its assessment of internal controls over financial reporting, which are primarily due to the size of the Company and available resources:

5Personnel: There ~~Table~~are limited personnel to assist with the accounting and financial reporting function, which results in: (i) a lack of ~~Contents~~segregation of duties and (ii) controls that may not be adequately designed or operating effectively. Despite the existence of material weaknesses, the Company believes the financial information presented herein is materially correct and fairly presents the financial position and operating results of the three months ended March 31, 2025, in accordance with GAAP. The Company intends to seek qualified accounting staff to expand its internal accounting and reporting functions.

Personnel: There are limited personnel to assist with the accounting and financial reporting function, which results in: (i) a lack of segregation of duties and (ii) controls that may not be adequately designed or operating effectively. Despite the existence of material weaknesses, the Company believes the financial information presented herein is materially correct and fairly presents the financial position and operating results of the three months ended December 31, 2024, in accordance with GAAP. The Company intends to seek qualified accounting staff to expand its internal accounting and reporting functions.

Audit Committee: We do not yet have an audit committee, and we lack a financial expert. Over the next few months, the Board expects to appoint an Audit Committee and to identify a committee Chairman who is an “audit committee financial expert” as defined by the Securities and Exchange Commission (“SEC”) and as adopted under the Sarbanes-Oxley Act of 2002.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting subsequent to the fiscal quarter ended ~~December~~March 31, ~~2024~~2025, which were identified in connection with our management’s evaluation required by paragraph (d) of rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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

Limitations of the Effectiveness of Disclosure Controls and Internal Controls

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

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

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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

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

Item 1A. Risk Factors

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

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

N/A

Item 5. Other Information

None.

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Item 6. Exhibits

	Exhibit Number	Description
	3.1	Certificate of Incorporation filed with the Delaware Secretary of State on March 14, 2023⁽¹⁾
	3.2	Amended and Restated Certificate of Incorporation dated May 9, 2023⁽¹⁾
	3.3	Bylaws⁽¹⁾
	10.1	Bookkeeping Services Agreement with David E. Tannous, dated March 23, 2023⁽²⁾
	10.2	Board Member Consulting Agreement Eric Manlunas, dated May 17, 2023⁽²⁾
	10.3	Consulting Agreement with MJP Consulting, LLC, dated June 1, 2023⁽²⁾
	10.4	Software Development Agreement with CORSAC Technologies dated October 2, 2023⁽²⁾
*	31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
*	31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
¥	32.1	Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
¥	32.2	Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	101.INS	Inline XBRL Instance Document – the instance document does not appear in Interactive Data File because its XBRL tags are embedded within the Inline XBRL Document
	101.SCH	Inline XBRL Taxonomy Extension Schema Document
	101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
	101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
	101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
	101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

¥ This exhibit is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall such exhibit be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act or the Exchange Act, except as otherwise stated in such filing.

⁽¹⁾ Previously filed as an exhibit to Registration Statement on Form S-1 filed with SEC on September 21, 2023, incorporated herein by reference.

⁽²⁾ Previously filed as an exhibit to Registration Statement, as amended, on Form S-1/A filed with the SEC on October 19, 2023, incorporated herein by reference.

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SIGNATURES

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

		NEXSCIENT, INC.
Date: February 12, 2025		/s/ Fred E. Tannous
Date: May 15, 2025		/s/ Fred E. Tannous
		By: Fred E. Tannous
		Title: President, & Chief (Principal) Executive Officer
Date: February 12, 2025		/s/ Michael J. Portera
Date: May 15, 2025		/s/ Michael J. Portera
		By: Michael J. Portera
		Title: CFO and Chief (Principal) Accounting Officer

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