UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended SeptemberJune 30, 20192021
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from --------- to ----------
000-55897000-55513
Commission File Number
Internet Sciences Inc.
(Exact name of registrant as specified in its charter)
Internet Sciences Inc. |
(Exact name of registrant as specified in its charter) |
Delaware | 81-2775456 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| ||
521 Fifth Ave, | 10175 | |
(Address of principal executive offices) | (Zip Code) |
212-880-3750212-586 4141
(Registrant’s telephone number, including area code)
N/A
(Former name or 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.x yeso ☐ Yes ☒ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).o yeso ☐ Yes ☒ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer | ☐ | Non-accelerated filer | ☒ | |
Accelerated filer | ☐ | Smaller reporting company | ☒ | |
Emerging Growth | ☒ |
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.x
☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).o ☐ Yesx ☒ No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court
o Yeso No
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Class A
Common Class B
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.As of Novenber 14, 2019August 16, 2021 we had 580,0001,387,000 Class A shares; 18,800,000 Class B Shares outstanding.
TABLE of CONTENTS
TABLE of CONTENTS | 2 | ||||
3 | |||||
Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 13 | ||||
15 | |||||
15 | |||||
16 | |||||
16 | |||||
16 | |||||
16 | |||||
16 | |||||
16 |
2 |
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
Internet Sciences Inc.
Consolidated Balance SheetSheets
(Unaudited)
ASSETS | September 30, 2019 | September 30, 2018 | ||||||
Current Assets | ||||||||
Cash | $ | - | $ | - | ||||
Accounts receivable | - | |||||||
Prepaid assets | 1,200 | - | ||||||
Security deposit | 1,800 | 1,500 | ||||||
Total Current Assets | 3,000 | 1,500 | ||||||
TOTAL ASSETS | $ | 3,000 | $ | 1,500 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
Current Liabilities | ||||||||
Cash Overdraft | 19 | - | ||||||
Accounts payable | 19,690 | - | ||||||
Accrued expenses | 41,328 | 41,331 | ||||||
Accrued compensation - officer | - | 349,917 | ||||||
Stock payable | 10 | 10 | ||||||
Related party loan | 90,771 | 41,507 | ||||||
Deferred rent | - | - | ||||||
Total Current Liabilities | 151,818 | 432,765 | ||||||
Total Liabilities | 151,818 | 432,765 | ||||||
Commitments and contingencies (see Note 3) | ||||||||
STOCKHOLDERS' DEFICIT | ||||||||
Common Stock, $0.001 par value 100,000,000 authorized | ||||||||
Common Stock Class A, 81,200,000 Shares Designated, | ||||||||
580,000 shares issued and outstanding as of June 30, 2019 and 165,000 shares issued and outstanding as of June 30, 2018 | $ | 780 | $ | 168 | ||||
Common Stock Class B, 18,800,000 Shares Designated, | ||||||||
18,800,000 shares issued and outstanding as of June 30, 2019 and June 30, 2018 | $ | 18,800 | 18,800 | |||||
Additional paid-in-capital | $ | 86,208 | 86,200 | |||||
Accumulated Deficit | (254,606 | ) | (536,433 | ) | ||||
Total Stockholders' Deficit | (148,818 | ) | (431,265 | ) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ | 3,000 | $ | 1,500 |
|
| June 30, |
|
| December 31, |
| ||
|
| 2021 |
|
| 2020 |
| ||
ASSETS |
|
|
|
|
|
| ||
Current Assets |
|
|
|
|
|
| ||
Cash |
| $ | 0 |
|
| $ | 0 |
|
Total Current Assets |
|
| 0 |
|
|
| 0 |
|
|
|
|
|
|
|
|
|
|
Total Assets |
| $ | 0 |
|
| $ | 0 |
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders' Deficit |
|
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
| $ | 55,010 |
|
| $ | 54,970 |
|
Accounts payable and accrued liabilities – related party |
|
| 20,985 |
|
|
| 20,985 |
|
Due to related party |
|
| 87,666 |
|
|
| 85,225 |
|
Loans payable |
|
| 0 |
|
|
| 881 |
|
Total Current Liabilities |
|
| 163,661 |
|
|
| 162,061 |
|
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
| 163,661 |
|
|
| 162,061 |
|
|
|
|
|
|
|
|
|
|
Stockholders' Deficit |
|
|
|
|
|
|
|
|
Common Stock, $0.001 par value 100,000,000 authorized, |
|
|
|
|
|
|
|
|
Common Stock Class A, 81,200,000 shares designated, 1,051,000 shares issued and outstanding |
|
| 1,051 |
|
|
| 1,051 |
|
Common Stock Class B, 18,800,000 shares designated, 18,800,000 shares issued and outstanding |
|
| 18,800 |
|
|
| 18,800 |
|
Additional paid-in capital |
|
| 133,047 |
|
|
| 133,047 |
|
Accumulated deficit |
|
| (316,559 | ) |
|
| (314,959 | ) |
Total stockholders’ deficit |
|
| (163,661 | ) |
|
| (162,061 | ) |
|
|
|
|
|
|
|
|
|
Non-controlling interest |
|
| 0 |
|
|
| 0 |
|
Total Stockholders' Deficit |
|
| (163,661 | ) |
|
| (162,061 | ) |
|
|
|
|
|
|
|
|
|
TOTAL Liabilities and Stockholders' Deficit |
| $ | 0 |
|
| $ | 0 |
|
See accompanying notes to consolidated financial statements (unaudited)
Inernet
3 |
Table of Contents |
Internet Sciences Inc.
Consolidated Statement of Operations
(Unaudited)
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
2019 | 2018 | 2019 | 2018 | |||||||||||||
Revenue | $ | - | $ | - | $ | - | $ | - | ||||||||
Total Revenue | - | - | - | - | ||||||||||||
Operating Expenses: | ||||||||||||||||
Selling, General and Administrative | 837 | 2,401 | 15,087 | 11,637 | ||||||||||||
Marketing and Public Relations | ||||||||||||||||
Professional Fees | 281 | 25,531 | 0 | |||||||||||||
Rent Expense | 4,551 | 0 | 11,309 | 6,774 | ||||||||||||
Software Development | 0 | 0 | 40 | 1,491 | ||||||||||||
Compensation and Related Taxes | 0 | 43,750 | 0 | 131,258 | ||||||||||||
Total Operating Expenses | 5,669 | 46,151 | 51,967 | 151,160 | ||||||||||||
Loss from Operations | (5,669 | ) | (46,151 | ) | (51,967 | ) | (151,160 | ) | ||||||||
Other Income (Expenses): | ||||||||||||||||
Other Expense | ||||||||||||||||
Total Other Income (Expenses) | - | - | - | - | ||||||||||||
Net Loss | (5,669 | ) | (46,151 | ) | (51,967 | ) | (151,160 | ) | ||||||||
Net Loss Per Common Share: | ||||||||||||||||
Basic | ($0.01 | ) | $ | 0.00 | ($0.01 | ) | ($0.01 | ) | ||||||||
Diluted | ($0.01 | ) | $ | 0.00 | ($0.01 | ) | ($0.01 | ) | ||||||||
Weighted Average Common Shares Outstanding: | ||||||||||||||||
Basic | 19,380,000 | 18,965,000 | 19,380,000 | 18,960,000 | ||||||||||||
Diluted | 19,380,000 | 18,965,000 | 19,380,000 | 18,960,000 |
|
| For the Three Months Ended |
|
| For the Six Months Ended |
| ||||||||||
|
| June 30, |
|
| June 30, |
| ||||||||||
|
| 2021 |
|
| 2020 |
|
| 2021 |
|
| 2020 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Revenue |
| $ | 0 |
|
| $ | 0 |
|
| $ | 0 |
|
| $ | 0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative |
|
| 1,091 |
|
|
| 61 |
|
|
| 2,485 |
|
|
| 3,158 |
|
Professional fees |
|
| 0 |
|
|
| 1,711 |
|
|
| 0 |
|
|
| 2,996 |
|
Compensation |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 5,000 |
|
Total operating expenses |
|
| 1,091 |
|
|
| 1,772 |
|
|
| 2,485 |
|
|
| 11,154 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Loss |
|
| (1,091 | ) |
|
| (1,772 | ) |
|
| (2,485 | ) |
|
| (11,154 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income |
|
| 887 |
|
|
| 0 |
|
|
| 887 |
|
|
| 0 |
|
Interest expense |
|
| 0 |
|
|
| 0 |
|
|
| (2 | ) |
|
| 0 |
|
Total other income (expense) |
|
| 887 |
|
|
| 0 |
|
|
| 885 |
|
|
| 0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss before taxes |
|
| (204 | ) |
|
| (1,772 | ) |
|
| (1,600 | ) |
|
| (11,154 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax provision |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss |
| $ | (204 | ) |
| $ | (1,772 | ) |
|
| (1,600 | ) |
|
| (11,154 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Internet Sciences, Inc. |
|
| (204 | ) |
|
| (1,772 | ) |
|
| (1,600 | ) |
|
| (11,154 | ) |
Non-controlling interest |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive Loss |
| $ | (204 | ) |
| $ | (1,772 | ) |
| $ | (1,600 | ) |
| $ | (11,154 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share, basic and diluted |
| $ | (0.00 | ) |
| $ | (0.00 | ) |
|
| (0.00 | ) |
|
| (0.00 | ) |
Basic and Diluted Weighted Average Common Shares Outstanding |
|
| 19,851,000 |
|
|
| 19,714,895 |
|
|
| 19,851,000 |
|
|
| 19,764,242 |
|
See accompanying notes to consolidated financial statements (unaudited)
4 |
Table of Contents |
Internet Sciences Inc.
Consolidated Statement of Cash FlowsChanges in Stockholders' Deficit
Three and Six Months Ended June 30, 2021 and 2020
(Unaudited)
For the Three Months Ended | For the Nine Months Ended | For the Nine Months Ended | ||||||||||
September 30, 2019 | September 30, 2019 | September 30, 2018 | ||||||||||
Cash flows from Operating activities | ||||||||||||
Net Loss | $ | (5,669 | ) | $ | (51,966 | ) | (151,159 | ) | ||||
Adjustments to Reconcile Net Loss to Net Cash | ||||||||||||
used in Operating Activities: | ||||||||||||
Stock compensation | 0 | 0 | 8 | |||||||||
Changes in operating assets and liabilities: | ||||||||||||
Security deposit | ||||||||||||
Prepaid asset | ||||||||||||
Accounts receivable | - | - | - | |||||||||
Accounts payable | - | 19,690 | ||||||||||
Accrued expenses | - | - | 9,178 | |||||||||
Accrued compensation | - | - | 131,250 | |||||||||
Stock payable | - | - | - | |||||||||
Deferred rent | - | - | - | |||||||||
Cash used in operating activities | (5,669 | ) | (32,276 | ) | (10,723 | ) | ||||||
Cash flows from investing activities | ||||||||||||
Acquisition of Company | ||||||||||||
Due from related party | ||||||||||||
Capital Expenditures/(Disposals) | ||||||||||||
Cash used in investing activities | ||||||||||||
Cash flows from financing activities | ||||||||||||
Repayments of related party loan | (1,050 | ) | (2,820 | ) | (2,659 | ) | ||||||
Proceeds from related party loan | 6,665 | 34,965 | 13,378 | |||||||||
Repayments to shareholder | - | - | - | |||||||||
Proceeds from shareholder contributions | - | - | - | |||||||||
Cash provided by financing activities | 5,615 | 32,145 | 10,719 | |||||||||
Net change in cash | (54 | ) | (131 | ) | (4 | ) | ||||||
Cash (overdraft) at beginning of period | 36 | 113 | 4 | |||||||||
Cash (overdraft) at end of period | $ | (19 | ) | $ | (18 | ) | $ | - | ||||
Supplemental cash flow information | ||||||||||||
Cash paid for interest | ||||||||||||
Cash paid for income taxes |
|
| Common Stock Class A |
|
| Common Stock Class B |
|
| Additional Paid-in |
|
| Accumulated |
|
| Non-controlling |
|
| Total Stockholders’ |
| ||||||||||||||
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Capital |
|
| Deficit |
|
| Interest |
|
| Deficit |
| ||||||||
Balance - December 31, 2019 |
|
| 865,000 |
|
| $ | 865 |
|
|
| 18,800,000 |
|
| $ | 18,800 |
|
| $ | 114,633 |
|
| $ | (276,920 | ) |
| $ | 0 |
|
| $ | (142,622 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common shares for compensation, related party |
|
| 50,000 |
|
|
| 50 |
|
|
| - |
|
|
| 0 |
|
|
| 4,950 |
|
|
| 0 |
|
|
| 0 |
|
|
| 5,000 |
|
Net loss |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| (9,382 | ) |
|
| 0 |
|
|
| (9,382 | ) |
Balance - March 31, 2020 |
|
| 915,000 |
|
|
| 915 |
|
|
| 18,800,000 |
|
|
| 18,800 |
|
|
| 119,583 |
|
|
| (286,302 | ) |
|
| 0 |
|
|
| (147,004 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common shares for cash |
|
| 83,000 |
|
|
| 83 |
|
|
| - |
|
|
| 0 |
|
|
| 8,217 |
|
|
| 0 |
|
|
| 0 |
|
|
| 8,300 |
|
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1,772 | ) |
|
| 0 |
|
|
| (1,772 | ) |
Balance - June 30, 2020 |
|
| 998,000 |
|
| $ | 998 |
|
|
| 18,800,000 |
|
|
| 18,800 |
|
|
| 127,800 |
|
|
| (288,074 | ) |
| $ | 0 |
|
| $ | (140,476 | ) |
Balance - December 31, 2020 |
|
| 1,051,000 |
|
| $ | 1,051 |
|
|
| 18,800,000 |
|
| $ | 18,800 |
|
| $ | 133,047 |
|
| $ | (314,959 | ) |
| $ | 0 |
|
| $ | (162,061 | ) |
Net loss |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| (1,396 | ) |
|
| 0 |
|
|
| (1,396 | ) |
Balance – March 31, 2021 |
|
| 1,051,000 |
|
|
| 1,051 |
|
|
| 18,800,000 |
|
|
| 18,800 |
|
|
| 133,047 |
|
|
| (316,355 | ) |
|
| 0 |
|
|
| (163,457 | ) |
Net loss |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| (204 | ) |
|
| 0 |
|
|
| (204 | ) |
Balance - June 30, 2021 |
|
| 1,051,000 |
|
| $ | 1,051 |
|
|
| 18,800,000 |
|
| $ | 18,800 |
|
| $ | 133,047 |
|
| $ | (316,559 | ) |
| $ | 0 |
|
| $ | (163,661 | ) |
See accompanying notes to consolidated financial statements (unaudited)
5 |
Table of Contents |
Internet Sciences Inc.
StatementConsolidated Statements of Changes in Stockholders' DeficitCash Flows
For the period from May 20, 2016 (Inception) to September 30, 2019(Unaudited)
|
| Six Months Ended |
| |||||
|
| June 30, |
| |||||
|
| 2021 |
|
| 2020 |
| ||
|
|
|
|
|
|
| ||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
| ||
Net loss |
| $ | (1,600 | ) |
| $ | (11,154 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Stock based compensation |
|
| 0 |
|
|
| 5,000 |
|
Forgiveness of PPP loan |
|
| (887 | ) |
|
| 0 |
|
Changes in current assets and liabilities: |
|
|
|
|
|
|
|
|
Prepaid expenses |
|
| 0 |
|
|
| 1,000 |
|
Accounts payable and accrued liabilities |
|
| 46 |
|
|
| 15 |
|
Accounts payable and accrued liabilities – related party |
|
| 0 |
|
|
| 4,544 |
|
Net cash used in operating activities |
|
| (2,441 | ) |
|
| (595 | ) |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
Proceeds from related party |
|
| 2,441 |
|
|
| 2,528 |
|
Proceeds from issuance of common stock |
|
| 0 |
|
|
| 8,300 |
|
Repayment to related party |
|
| 0 |
|
|
| (3,040 | ) |
Proceeds from loans |
|
| 0 |
|
|
| 881 |
|
Net cash provided by financing activities |
|
| 2,441 |
|
|
| 8,669 |
|
|
|
|
|
|
|
|
|
|
Net change in cash for the period |
|
| 0 |
|
|
| 8,074 |
|
Cash at beginning of period |
|
| 0 |
|
|
| 21 |
|
Cash at end of period |
| $ | 0 |
|
| $ | 8,095 |
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL CASH FLOW INFORMATION: |
|
|
|
|
|
|
|
|
Cash paid for income taxes |
| $ | 0 |
|
| $ | 0 |
|
Cash paid for interest |
| $ | 0 |
|
| $ | 0 |
|
Total | ||||||||||||||||||||||||||||
Common Stock Class A | Common Stock Class B | Additional | Accumulated | Stockholders' | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Paid-in Capital | Deficit | Deficit | ||||||||||||||||||||||
Balance, May 20, 2016 (Inception) | - | $ | - | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||
Issuance of Founder's Shares | - | - | 18,800,000 | 18,800 | - | - | 18,800 | |||||||||||||||||||||
Issuance of common shares for compensation | 160,000 | 160 | - | - | - | - | 160 | |||||||||||||||||||||
Shareholder contributions | - | - | - | - | 9,386 | - | 9,386 | |||||||||||||||||||||
Net Loss | - | - | - | - | - | (101,390 | ) | (101,390 | ) | |||||||||||||||||||
Balance, December 31, 2016 | 160,000 | $ | 160 | 18,800,000 | $ | 18,800 | $ | 9,386 | $ | (101,390 | ) | $ | (73,044 | ) | ||||||||||||||
Shareholder contributions | - | - | - | - | 76,668 | - | 76,668 | |||||||||||||||||||||
Issuance of common shares for compensation | - | - | - | - | 146 | - | 146 | |||||||||||||||||||||
Net Loss | - | - | - | - | - | (283,884 | ) | (283,884 | ) | |||||||||||||||||||
Balance, December 31, 2017 | 160,000 | $ | 160 | 18,800,000 | $ | 18,800 | 86,200 | $ | (385,274 | ) | (280,114 | ) | ||||||||||||||||
Shareholder contributions | - | - | - | - | - | 0 | ||||||||||||||||||||||
Issuance of common shares for compensation | 45,000 | 620 | - | - | 8 | - | 628 | |||||||||||||||||||||
Reduction of accumlated deficit due to stock issue | 375,000 | - | - | - | - | 218,672 | 218,672 | |||||||||||||||||||||
Net Loss | - | - | - | - | - | (36,037 | ) | (36,037 | ) | |||||||||||||||||||
Balance, December 31, 2018 | 580,000 | $ | 780 | 18,800,000 | $ | 18,800 | 86,208 | $ | (202,639 | ) | (96,851 | ) | ||||||||||||||||
Shareholder contributions | - | - | - | - | - | - | ||||||||||||||||||||||
Issuance of common shares for compensation | - | - | - | - | - | - | ||||||||||||||||||||||
Net Loss | - | - | - | - | - | (13,922 | ) | (13,922 | ) | |||||||||||||||||||
Balance, March 31, 2019 | 580,000 | $ | 780 | 18,800,000 | $ | 18,800 | 86,208 | $ | (216,561 | ) | (110,773 | ) | ||||||||||||||||
Shareholder contributions | - | - | - | - | - | - | ||||||||||||||||||||||
Issuance of common shares for compensation | - | - | - | - | - | - | ||||||||||||||||||||||
Net Loss | - | - | - | - | - | (32,375 | ) | (32,375 | ) | |||||||||||||||||||
Balance, June 30, 2019 | 580,000 | $ | 780 | 18,800,000 | $ | 18,800 | 86,208 | $ | (248,936 | ) | (143,148 | ) | ||||||||||||||||
Shareholder contributions | - | - | - | - | - | - | ||||||||||||||||||||||
Issuance of common shares for compensation | - | - | - | - | - | - | ||||||||||||||||||||||
Net Loss | - | - | - | - | - | (5,669 | ) | (5,669 | ) | |||||||||||||||||||
Balance, September 30, 2019 | 580,000 | $ | 780 | 18,800,000 | $ | 18,800 | 86,208 | $ | (254,605 | ) | (148,817 | ) |
Internet Sciences Inc.
NotesSee accompanying notes to Consolidated Financial Statements
For the Quarters ended September 30, 2019 and September 30, 2018
(Unaudited)consolidated financial statements (unaudited)
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NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
Internet Sciences Inc. (“ISI” or the “Company”) was originally incorporated as Luxury Trine Digital Media Group, Inc. (“Luxury Trine” or the “Company”) was incorporated in the State of Delaware on May 20, 2016 and its2016. Its consolidated Variable Interest Entity (“VIE”), Trine Digital Broadcasting Ltd., was incorporated in the United Kingdom on July 3, 2017.
On October 5, 2018, the Company changed its name to Internet Sciences Inc. (“ISI”). Internet Sciences Inc. (“ISI” or the “Company”), formerly known as Luxury Trine Digital Media Group Inc.,which is a development stagean early-stage emerging diversified information and communications technology company specializing in cutting-edge digital transformation services, including new-media technology; telecommunication and network carrier services; IoT-enabled solutions; and managed ICT, managed cloud services, data centers and co-location services.
Founded in 2016, and basedBased in New York, N.Y.,NY, ISI seeks to operate internationally with a global team known for its technological expertise, deep industry knowledge, world-class research and analytical capabilities, and innovative mindset.
ISI seeks to transform corporations, enterprises and government entities by providing best-in-class solutions, rooted in and driven by the technology, data, and organizational strategy required for operational excellence. Our interdisciplinary teams work in close collaboration with clients, helping them to solve their biggest problems utilizing a user-centric, data-driven approach focusing on creating seamless unified experiences across all digital, communication and physical touchpoints.
The Company’s principal place of business is 275 Madison521 Fifth Ave, 617th Floor, New York, NY 10016.10175.
Principles of Consolidation
The consolidated financial statements include the accountsfollowing subsidiaries:
Ownership | ||||||
Country | Interest | |||||
Trine Digital Broadcasting Ltd (TDB) | United Kingdom | 49 | % | |||
Institute of Technology, Informatics & Computer Analytics LLC (IoTICA) | USA | 100 | % | |||
Analygence Limited (AL) | United Kingdom | 100 | % |
The Company’s functional and reporting currency is the United States dollar. The functional currency of TDB and AL is the CompanyBritish pound. On consolidation, the subsidiary translates its assets and liabilities to U.S. dollars using foreign exchange rates which prevailed at the balance sheet date, and translates its consolidated VIE. revenues and expenses using average exchange rates during the period. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the other comprehensive income/loss. No foreign currency translation or transactions gains or losses were recognized during the six months ended June 30, 2021 due to the absence of operations in the UK subsidiaries.
In June 2020, AL was formed in UK as an extension of TICA and as a response to the limitations of travel between the UK and US caused by the COVID-19 pandemic. There were no operations through TDB and AL for the six months ended June 30, 2021. There were no assets and liabilities of TDB and AL as of June 30, 2021.
In the preparation of consolidated financial statements of the Company, intercompany transactions and balances are eliminated in consolidation.
Basis of Presentation
The consolidated financial statements include the accounts of the Company and its VIE, Trine Digital Broadcasting Ltd. as of September 30, 2019 (unaudited). In the preparation of the consolidated financial statements of the Company, intercompany transactions and balances are eliminated.
The accompanying consolidated financial statements (unaudited) are condensed and have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). and the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with US GAAP, have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020. The results of operations for the period ended June 30, 2021 are not necessarily indicative of the operating results for the full year ended December 31, 2021.
In the opinion of management, all adjustments (consisting of normal recurring items) necessary to present fairly the Company's financial position, results of operations, and cash flows as of Septemberand for the three and six months ended June 30, 20192021 and 2018.2020, have been made.
Variable Interest EntityInterest Entity
ASC 810-10-25-38, “Consolidation of Variable Interest Entities” requires a variable interest entity (“VIE”) to be consolidated by a company if that company absorbs a majority of the VIE’s expected losses and/or receives a majority of the entity’s expected residual returns as a result of holding variable interests. Trine Digital Broadcasting is a variable interest entity as defined by ASC 810-10-25-38. As ISI owns 49.9%49% of the VIE and the founder (CEO) majority shareholder (a related party) of ISI controls the remaining 50.1%51%, ISI has been determined to be the primary beneficiary of this VIE. The VIE was formed to expand the business of ISI into the United Kingdom. There are no formal explicit arrangements as of March 31, 2019June 30, 2021 that requires ISI to provide financial support to the VIE, although financial support is implied by the relationship. There were no assets and liabilities of the VIE as of SeptemberJune 30, 2019. Related2021. The Company has not provided funding to consolidated VIEs, it is the Company’s policy notVIE to present non-controlling interest separately on the Company’s financial statements. During the year ended December 31, 2017,date, therefore, there was $2,346 of contributed capital of the Company that was used for formation expense of the VIE. Related to consolidated VIEs, it is the Company’s policy not to present non-controlling interest separately on the Company’s financial statements.have been no operations.
7 |
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Risks and Uncertainties for Development Stage Company
We are considered to be in the development stage as defined in the accounting standards since we have not commenced planned principal operations. Our activities since inception include devoting substantially all of our efforts to business planning and development. Additionally, we have allocated a substantial portion of our time and investment to the completion of our development activities to launch our marketing plan and generate revenues and to raising capital. We have generated limited revenue from operations. The Company’s activities during the development stage are subject to significant risks and uncertainties. The Company plans on raising funds through a private placement in which the Company will be offering for sale 5,000,000 shares of our common stock, $0.001 par value per share, at $2.00 per share. The offering is made in reliance upon an exemption from registration under the federal securities laws provided by Rule 506(c) of Regulation D as promulgated by the United States Securities and Exchange Commission under the Securities Act of 1933, as amended. There is currently no public market for our common stock. While the Company believes in the viability of its strategy to initiate sales volume and in its ability to raise additional funds, there can be no assurances to that effect. The financial statements do not include adjustments to reflect the possible effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.
Use of Estimates
The preparation of financial statements (Unaudited) in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made by management in the accompanying financial statements (Unaudited) include, but are not limited to the fair value of stock based compensation and the deferred tax asset valuation allowance.
Cash and Cash Equivalents
All highly liquid investments with maturity of three months or less are considered to be cash equivalents. The Company places its cash with a high credit quality financial institution.institutions. The Company’s accountaccounts at this institution isthese institutions are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. As of SeptemberJune 30, 2019,2021 and September 30, 2018,December 31, 2020, the Company did not reach bank balances exceeding the FDIC insurance limit.
Fair Value of Financial Instruments
The Company follows FASB ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements establishes a framework for measuring fair value and expands disclosure about such fair value measurements.
ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:
Internet Sciences Inc.Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities
Notes to Consolidated Financial StatementsLevel 2: Observable market-based inputs or unobservable inputs that are corroborated by market data
ForLevel 3: Unobservable inputs for which there is little or no market data, which require the Quarters ended September 30, 2019 and September 30, 2018use of the reporting entity’s own assumptions.
(Unaudited)
FASB ASC 825-10-25 Fair Value Option expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. The Company did not elect the fair value options for any of its qualifying financial instruments.
The carrying amounts reported in the balance sheet for cash, accounts payable, and accrued expenses, and loans payable approximate their estimated fair market value based on the short-term maturity of these instruments.
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Impairment of Long-Lived Assets
Long-Lived Assets of the Company are reviewed for impairment whenever events or circumstances indicate that the carrying amount of assets may not be recoverable, pursuant to guidance established in ASC 360-10-35-15,“Impairment or Disposal of Long-Lived Assets”. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value.Revenue Recognition
Revenue Recognition
The Company adoptedfollows the guidance of the FASB ASC 606 “RevenueASU No. 2014-09, Revenue from Contracts with Customers” on January 1, 2017Customers (Topic 606) (“ASU 2014-09”) and recognizes revenue from the sale of products and services following the five steps procedure:
Step 1: Identify the contract(s) with customers
Step 2: Identify the performance obligations in general will recordthe contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to performance obligations
Step 5: Recognize revenue when the entity satisfies a contract withperformance obligation
The Company recognizes revenue as it transfers control of promised services to its customers. The amount of revenue recognized reflects the rights of the parties identified has been approved and the parties have committedconsideration to the contract, payment terms have been established, the contract has commercial substance, performance obligations have been satisfied and collectability is probable. There was no cumulative effect of the adoption of ASC 606 “Revenue from Contracts with Customers” sincewhich the Company isexpects to be entitled in the development stage and had no revenues in 3rd Quarter, 2019.exchange for these services.
Advertising
Advertising is expensed as incurred. Advertising expenses for the years ended September 30, 2019 and for the September 30, 2018 was $0 and $0, respectively.
Income Taxes
Income taxes are accounted for under the asset and liability method as prescribed by ASC Topic 740: Income Taxes (“ASC 740”). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities, and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance, when in the Company's opinion it is likely that some portion or the entire deferred tax asset will not be realized.
Pursuant to ASC Topic 740-10: Income Taxes740 related to the accounting for uncertainty in income taxes, the evaluation of a tax position is a two-step process. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50% likelihood of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. The accounting standard also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition. The adoption had no effect on the Company’s financial statements. The tax year ending December 31, 2018 is subject to examination by the Internal Revenue Service.
Internet Sciences Inc.
Notes to Consolidated Financial Statements
For the Quarters ended September 30, 2019 and September 30, 2018
(Unaudited)
Stock Based Compensation
Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718, “Compensation – Stock Compensation,” which requires recognition in the financial statements of the cost of employee, director, and directornon-employee services received in exchange for an award of equity instruments over the period the employeeindividual or directorentity is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.
Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the service period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date.
Net Loss per Share
ASC 260 “Earnings Per Share”, requires dual presentation of basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS 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 then shared in the earnings of the entity. Basic net loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period.period, unless the result is anti-dilutive.
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Net loss per share for each class of common stock is as follows:
|
| Three Months Ended |
| Six Months Ended |
| |||||||||||||||||||
|
| June 30, |
| June 30, |
| |||||||||||||||||||
|
| 2021 |
|
| 2020 |
|
| 2021 |
|
| 2020 |
| ||||||||||||
Net loss per share, basic and diluted |
| $ | (0.00 | ) |
| $ | (0.00 | ) |
| $ | (0.00 | ) |
| $ | (0.00 | ) | ||||||||
Net loss per common shares outstanding: | For the year ended September 30, 2019 | For the year ended to September 30, 2018 |
|
|
|
|
|
|
|
|
| |||||||||||||
Class A common stock | $ | (0.01 | ) | $ | (0.01 | ) | ||||||||||||||||||
Class B common stock | $ | (0.01 | ) | $ | (0.01 | ) | ||||||||||||||||||
Common stock -Class A |
| $ | (0.00 | ) |
| $ | (0.01 | ) |
| $ | (0.00 | ) |
| $ | (0.01 | ) | ||||||||
Common stock -Class B |
| $ | (0.00 | ) |
| $ | (0.00 | ) |
| $ | (0.00 | ) |
| $ | (0.00 | ) | ||||||||
Class A and B combined |
| $ | (0.00 | ) |
| $ | (0.00 | ) |
| $ | (0.00 | ) |
| $ | (0.00 | ) | ||||||||
|
|
|
|
|
|
|
|
| ||||||||||||||||
Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
| |||||||||||||||
Class A common stock | 580,000 | 160,000 |
| 1,051,000 |
| 914,895 |
| 1,051,000 |
| 964,242 |
| |||||||||||||
Class B common stock | 18,800,000 | 18,800,000 |
|
| 18,800,000 |
|
|
| 18,800,000 |
|
|
| 18,800,000 |
|
|
| 18,800,000 |
| ||||||
Total weighted average shares outstanding | 19,380,000 | 18,960,000 |
|
| 19,851,000 |
|
|
| 19,714,895 |
|
|
| 19,851,000 |
|
|
| 19,764,242 |
|
For six months ended June 30, 2021 and 2020, there were no potentially dilutive securities outstanding.
Concentration of Credit RisksRelated Parties
Financial instruments that potentially subject the company to credit risk consist principally of cash and cash equivalents and receivables. The Company places its cashfollows ASC 850, “Related Party Disclosures,” for the identification of related parties and cash equivalents with financial institutions. Deposits are insured to Federal Deposit Insurance Corp. limits. At September 30, 2019 and September 30, 2018 there was no uninsured cash.
Internet Sciences Inc.
Notes to Consolidated Financial Statements
For the Quarters ended September 30, 2019 and September 30, 2018
(Unaudited)disclosure of related party transactions (see Note 6).
Related Parties
A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.
Recent Accounting Pronouncements
In February 2016, the FASB issued Accounting Standards Update, Leases (Topic 842), intended to improve financial reporting about leasing transactions. The ASU affects all companies and other organizations that lease assets such as real estate, airplanes, and manufacturing equipment. Under the new guidance, a lessee will be required to recognize assets and liabilities for leases with lease terms of more than twelve months. Consistent with current Generally Accepted Accounting Principles (GAAP), the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. However, unlike current GAAP - which requires only capital leases to be recognized on the balance sheet - the new ASU will require both types of leases to be recognized on the balance sheet. The ASU on leases will take effect for all public companies for fiscal years beginning after December 15, 2018.
In February 2016, the FASB issued Accounting Standards Codification, Revenue from Contracts with Customers (Topic 606) intended to provide guidance related to general criteria for revenue recognition including identifying the contracts with a customer, identifying the performance obligations in the contracts, determining the transaction price, allocating the transaction price to the performance obligations in the contracts, and recognizing revenue when the entity satisfies a performance obligation by transferring a promised good or service to a customer. The Company adopted this standard effective January 1, 2017.
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations.
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NOTE 2 – GOING CONCERN CONSIDERATIONS
The accompanying consolidated financial statements are prepared assuming the Company will continue as a going concern. At SeptemberAs of June 30, 2019,2021, the Company had an accumulated deficit of $254,606,$316,559, a stockholders’ deficit of $148,818$163,661 and a working capital deficiency of $148,818.$163,661. For the threesix months ended SeptemberJune 30, 2019,2021, the Company had a net loss of $5,669$1,600 and cash used in operating activities of $5,669.$2,441. These matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issue date of this unaudited report.these financial statements. The ability of the Company to continue as a going concern is dependent upon initiating sales and obtaining additional capital and financing. The Company plans on raising funds through its planned Initial Public Offering and through a pre-listing private placement in which the Company will be offering for sale 10,000,000 shares of our common stock, $0.001 par value per share, at $2.00 per share. The offering is to be made in reliance upon an exemption from registration under the federal securities laws provided by Rule 506(c) of Regulation D as promulgated by the United States Securities and Exchange Commission under the Securities Act of 1933, as amended. As of the date of this report no funds have been raised and no future commitments have been received under this private placement.market raise. There is currently no public market for our common stock. While the Company believes in the viability of its strategy to initiate sales volume and in its ability to raise additional funds, there can be no assurances to that effect. The consolidated financial statements (unaudited) do not include adjustments to reflect the possible effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.
Internet Sciences Inc.
NotesThe global outbreak of the novel coronavirus (COVID-19) has led to Consolidated Financial Statements
Forsevere disruptions in general economic activities, as businesses and governments have taken broad actions to mitigate this public health crisis. While the Quarters ended September 30, 2019COVID-19 pandemic has not had a material adverse impact on our operations to date, these conditions could significantly negatively impact the Company’s business in the future. The Company intends to continue to monitor the situation and September 30, 2018
(Unaudited)may adjust its current business plans as more information and guidance become available.
The extent to which the COVID-19 outbreak ultimately impacts the Company’s business, future revenues, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the outbreak, its severity and longevity, the actions to curtail the virus and treat its impact (including an effective vaccine), and how quickly and to what extent normal economic and operating conditions can resume. Even after the COVID-19 outbreak has subsided, the pandemic may result in a significant disruption of global financial markets, which may reduce the Company's ability to access capital or its customers’ ability to pay for past or future purchases, which could negatively affect the Company's liquidity.
NOTE 3 – COMMITMENTS AND CONTINGENCIES
In November 2018,On July 18, 2019, the Company executed a new office LicenseBusiness Development and Consulting Agreement for consulting and advisement on business development in regard to lease office space commencing on January 1, 2019 withsecuring investors for the Company’s $20 million 506c offering and taking indication of interest for a twelve month term ending on December 31, 2019.$50 million S-1 IPO Stock Offering. The monthly license feeduration of the agreement is $1,200 per month with the first month at no charge. The Company paid a month’s rent in advance and paid a security deposit of $1,800. Rent expense for36 months. During the year ended SeptemberDecember 31, 2019, the Company issued 15,000 share of common stock class A, at $0.10 per share for $1,500 in services rendered with respect to this agreement. While no services were rendered during the six months ended June 30, 20192021, the contract has remained in full force and effect.
On August 26, 2020, the board of directors approved issuance of 6,000 class A shares of common stock for one year service effective July 22, 2020 to July 22, 2021 to one member of the Company’s advisory board of technology and technicians. During the year ended SeptemberDecember 31, 2020, 3,000 shares of common stock for six months services vested at cash base price of $0.10. As of December 31, 2020, 3,000 shares of common stock shall vest during 7th to 12th months service in year 2021. The remaining 3,000 vested on July 22, 2021.
NOTE 4 – ACCRUED COMPENSATION
During the six months ended June 30, 20182020 the Company issued 50,000 shares of common stock -class A for services to the former Chief Operating Officer at $0.10 fair market value for total expense of $5,000. There was $11,309no stock-based compensation during the six months ended June 30, 2020.
During the year ended December 31, 2020, the Company recorded accrued wages totaling $16,000 owed to the Chief Executive Officer, who also serves as Chairman of the Board of Directors. On July 30, 2021, 160,000 shares of Class A common stock were issued in satisfaction of the accrual. (See Note 8). Total accrual at June 30, 2021 and $6,774,December 31, 2020 was $20,985.
NOTE 5 – LOAN PAYABLE
On May 7, 2020, the Company received an $881 loan pursuant to the Paycheck Protection Program established under the Cares Act (the “PPP Loan”). The PPP Loan had a two-year term and bore interest at a rate of 1.0% per annum. Monthly principal and interest payments of $37.09 are deferred for six months after the date of disbursement. The PPP Loan may be prepaid at any time prior to maturity with no prepayment penalties. The PPP Loan contained events of default and other provisions customary for a loan of this type. The PPP Loan may be forgiven if used under program parameters for payroll, mortgage interest and rent expenses.
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During April 2021, the Company’s Forgiveness Application of the PPP Loan and accrued interest, totaling $887 was approved in full, and the Company had no further obligations related to the PPP Loan. Accordingly, the Company recorded the forgiven amount as a gain on forgiveness of debt.
NOTE 6 – RELATED PARTY TRANSACTIONS
During the six months ended June 30, 2021 and 2020, the Company received advances from its CEO totaling $2,441 and $2,528, respectively, and repaid $0 and $3,040, respectively. As of June 30, 2021 and December 31, 2020, there was $87,666 and $85,225, respectively, due to the Company’s CEO.
NOTE 7 – EQUITY
The Company has authorized 100,000,000 shares of common stock, par value of $0.001 per share, with 81,200,000 shares of common stock -class A designated and 18,800,000 shares of common stock -class B designated. Each holder of common stock-class A and common stock-class B is entitled to one vote and three votes, respectively, for each such share outstanding in the holder’s name.
Common Stock- class A
As of June 30, 2021 and December 31, 2020, the Company had 1,051,000 shares of common stock-class A issued and outstanding with a par value of $0.001 per share.
During the six months ended June 30, 2020, the Company issued 50,000 shares of class A common stock to its CEO for $5,000 in services rendered, and 83,000 shares of class A common stock to independent investors for $8,300 in cash. The shares were valued at $0.10 per share.
There were no issuances of class A stock during the six months ended June 30, 2021.
Common Stock- class B
As of June 30, 2021 and December 31, 2020, the Company had 18,800,000 shares of common stock-class B issued and outstanding. There were no issuances of class B stock during the six months ended June 30, 2021.
NOTE 8 – SUBSEQUENT EVENTS
In March 2018July and August, 2021 the Company executed a video contact licensing agreement with guaranteed fees of $500; $1,000; $1,500; $2,000 and $2,500 for June; July; August; September; and October and thereafter until February 2019, respectively. As of September 30, 2019, $16,000 was owed.
NOTE 4 – ACCRUED COMPENSATION
On July 15, 2016, at a meeting of the Company’s Board of Directors, the Board resolved by unanimous vote to sign a two-year employment contract with the Company’s founder and CEO at rate of $175,000 per annum on August 1, 2016 through July 31, 2018. As of March 31, 2018, the Company accrued compensation of $262,417 and as of March 31, 2019 all accrued compensation was exchanged for stock compensation.
On October 29, 2017, at a meeting of the Company’s Board of Directors, the Company’s founder and CEO agreed to accept 375,000issued 320,000 shares of Class A shares of the company in lieu of the accrued compensation. The Company has issued 375,000 Class Ato its CEO and 16,000 shares at $0.001 par value in lieu of accrued compensation.
NOTE 5 – STOCKHOLDERS’ DEFICIT
On May 26, 2016 the Company issued 18,800,000 Class B Common Shares as founder sharesto independent contractors for services rendered. The shares were immediately vested and therefore valued at their estimated grant date fair value of a nominal $.001$0.10 per share and recognized as compensation expense of $18,800 on the grant date.
On July 15, 2016 the Company issued 120,000 Class A Common Shares related to executive compensation. The shares were immediately vested and therefore valued at their estimated grant date fair value of a nominal $.001 per share and recognized as compensation expense of $120 on the grant date.
On July 15, 2016 the Company also issued 40,000 Class A Common Shares to three different board members related to board member services. The shares were immediately vested and therefore valued at their estimated grant date fair value of a nominal $.001 per share and recognized as compensation expense of $40 on the grant date.
In July 2017, as part of the formation of the VIE an affiliate paid $2,346 of formation costs which was recorded as capital contribution.
On October 26, 2017 the Board of Directors granted a new Director 10,000 Class A shares which was recognized immediately on the grant date of October 26, 2017 due to the de minimis value of the shares. If the Director is not employed at the cliff vesting date of August 26, 2018, the shares will be forfeited. The Company valued the shares at fair market value of $0.0155 per share.
On March 27, 2018 the Company issued 5,000 Class A Common Shares to Roger Young as service shares for consultancy on technology asset acquisition. The shares were immediately vested and therefore valued at their estimated grant date fair value of a nominal $.0155 per share and recognized as compensation expense of $78 on the grant date.
Internet Sciences Inc.
Notes to Consolidated Financial Statements
For the Quarters ended September 30, 2019 and September 30, 2018
(Unaudited)
On November 27, 2018 the Company issued 10,000 Class A Common Shares to Jennifer Buzzelli. The shares were immediately vested and therefore valued at their estimated grant date fair value of a nominal $.0155 per share and recognized as compensation expense of $155 on the grant date.
On December 4, 2018 the Company issued 5,000 Class A Common Shares to Alan Swersky. The shares were immediately vested and therefore valued at their estimated grant date fair value of a nominal $.0155 per share and recognized as compensation expense of $78 on the grant date.
On December 19, 2018 the Company issued 25,000 Class A Common Shares to Bart Fooden. The shares were immediately vested and therefore valued at their estimated grant date fair value of a nominal $.0155 per share and recognized as compensation expense of $388 on the grant date.
NOTE 6 – RELATED PARTY TRANSACTIONS
During the quarter ended September 30, 2019 the Company’s Chief Executive Officer advanced 6,665 short term, non-interest-bearing loans to the Company which is included in related party loan on the balance sheet of the Company as of September 30, 2019.
NOTE 7 – SUBSEQUENT EVENTS
Management has assessed subsequent events from June 30, 2021 through November 14, 2019, the date on which the financial statements (unaudited) were available to be issued.issued, and noted no additional items requiring disclosure.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Management’s Discussion and Analysis
This section of the Form 10-Q includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Overview
Internet Sciences Inc. (“ISI” or the “Company”) was originally incorporated as Luxury Trine Digital Media Group, Inc. (“Luxury Trine” or the “Company”) was incorporated in the State of Delaware on May 20, 2016 and its consolidated Variable Interest Entity (“VIE”), Trine Digital Broadcasting Ltd., was incorporated in the United Kingdom on July 3, 2017.
2016. On October 5, 2018, the Company changed its name to Internet Sciences Inc. (“ISI”). Internet Sciences Inc. (“ISI” or
The consolidated financial statements include the “Company”), formerly known as Luxury Trine Digital Media Group Inc.,following subsidiaries:
Ownership | ||||||
Country | Interest | |||||
Trine Digital Broadcasting Ltd (TDB) | United Kingdom | 49 | % | |||
Institute of Technology, Informatics & Computer Analytics LLC (IoTICA) | USA | 100 | % | |||
Analygence Limited (AL) | United Kingdom | 100 | % |
ISI is a development stagean early-stage emerging diversified information and communications technology company specializing in cutting-edge digital transformation services, including new-media technology; telecommunication and network carrier services; IoT-enabled solutions; and managed ICT, managed cloud services, data centers and co-location services.
Founded in 2016, and basedBased in New York, N.Y., ISI seeks to operate internationally with a global team known for its technological expertise, deep industry knowledge, world-class research and analytical capabilities, and innovative mindset.
ISI seeks to transform corporations, enterprises and government entities by providing best-in-class solutions, rooted in and driven by the technology, data, and organizational strategy required for operational excellence. Our interdisciplinary teams work in close collaboration with clients, helping them to solve their biggest problems utilizing a user-centric, data-driven approach focusing on creating seamless unified experiences across all digital, communication and physical touchpoints.
The Company’s principal place of business is 275 Madison521 Fifth Ave, 6th17th Floor, New York, NY 10016.10175
Our Outlook
We are considered to be in the development stage as defined in the accounting standardsan early-stage company since we have not -commencedcommenced planned principal operations. Our activities since inception include devoting substantially all of our efforts to business planning and development. Additionally, we have allocated a substantial portion of our time and investment to the completion of our development activities to launch our marketing plan and generate revenues and to raising capital. We have generated minimal revenue from operations. The Company’s activities during the developmentthis early stage are subject to significant risks and uncertainties.On November 1, 2017 the Company plans on raising funds through a private placement in which the Company will be offering for sale 5,000,000 shares of our common stock, $0.001 par value per share, at $2.00 per share. The offering is made in reliance upon an exemption from registration under the federal securities laws provided by Rule 506(c) of Regulation D as promulgated by the United States Securities and Exchange Commission under the Securities Act of 1933, as amended.
There is currently no public market for our common stock. While the Company believes in the viability of its strategy to initiate sales volume and in its ability to raise additional funds, there can be no assurances to that effect. The financial statements do not include adjustments to reflect the possible effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.
Results of Operations
NineThree and Six Months Ended SeptemberJune 30, 20192021 Compared to NineThree and Six Months Ended SeptemberJune 30, 20182020
Revenue
The Company is considered to be in the development stage.an early stage company. There were no revenues generated during the ninethree and six months ended SeptemberJune 30, 20192021 and SeptemberJune 30, 2018.2020.
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Operating Expenses and Loss from Operations
Total operating expenses and loss from operations for the ninethree months ended SeptemberJune 30, 20192021 were $51,967$204 a decrease of $99,193,$1,568, or approximately 34%86%, from total operating expenses and loss from operations for the comparable ninethree months ended SeptemberJune 30, 20182020 of $151,160.$1,772. This decrease is primarily attributable to increaseddecreased selling, general and administrative expenses and professional fees.
Total operating expenses and loss from operations for the six months ended June 30, 2021 were $1,600 a decrease of $9,554, or approximately 86%, from total operating expenses and loss from operations for the comparable six months ended June 30, 2020 of $11,154. This decrease is primarily attributable to decreased selling, general and administrative expenses, professional fee along with a decrease in compensationfees and related taxes.compensation.
Other Income (Expense)
There were not anywas other expenses inincome $885 for the ninethree and six months ended September 30, 2019 and June 30, 2018.2021, primarily related to forgiveness of our PPP loan, and no other income or expense for the three and six months ended June 30, 2020.
Net Loss
We reported a net loss of $5,669$204 and $1,600 for the three and six months ended SeptemberJune 30, 20192021, respectively, as compared to a net loss of $46151$1,772 and $11,154 for the three and six months ended SeptemberJune 30, 2018.2021 due to the factors noted above.
Liquidity and Capital Resources
Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. At SeptemberJune 30, 20192021 we had a cash overdrawn balance of $19.$0. Our working capital deficit was $148,818$163,661 at SeptemberJune 30, 2019.2021.
Accrued expenses and accounts payable were $61,018$55,010 and $41,331,$54,970, respectively as of SeptemberJune 30, 20192021 and SeptemberDecember 31, 2020. Accrued expenses and accounts payable for related party were $20,985 and $20,985, respectively as of June 30, 2018.2021 and December 31, 2020.
The Company is considered to be in the developmentan early stage company and we had zerono sales during the ninesix months ended SeptemberJune 30, 2019.2021 and 2020. Thusnet sales are not sufficient to fund our operating expenses. We will need to raise significant additional capital to fund our operating expenses, pay our obligations, and grow our company. We reported a net loss of $51,967 during the nine months ended September 30, 2019. At September 30, 2019, we had a working capital deficit of 148,818. We do not anticipate we will be profitable in 2019.2021. Therefore our operations will be dependent on our ability to secure additional financing. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. If we are successful in securing additional working capital, we intend to increase our marketing efforts to grow our revenues.
Operating activities
Net cash flows used in operating activities for the ninesix months ended SeptemberJune 30, 20192021 amounted to $32,145$2,441 and was attributable to our net loss of $51,966 and$1,600, an increase in accounts payable of $19,690.$46, and forgiveness of PPP loan of $887. Net cash flows used in operating activities for the six months ended June 30, 2020 amounted to $595 and was attributable to our net loss of $11,154, stock based compensation of $5,000, a decrease in prepaid expenses of $1,000, and increases in accounts payable and accrued liabilities of $15 and accounts payable and accrued liabilities – related party of $4,544.
Financing activities
Net cash flows provided by financing activities were $32,145$2,441 for the ninesix months ended SeptemberJune 30, 2019. We received2021, consisting of advances from our CEO. Net cash flows provided by financing activities were $8,669 for the six months ended June 30, 2020, consisting of advances from our CEO of $2,528, proceeds from a related partyissuance of common stock for $8,300, and PPP loan proceeds of $34,965.$881, offset by repayments to our CEO of $3,040.
Critical Accounting Policies and Estimates
Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. These estimates and assumptions are affected by management's applications of accounting policies. Critical accounting policies for our company include revenue recognition and accounting for stock based compensation, use of estimates, and income taxes.
Revenue Recognition
The Company adopted the guidance of the FASB ASC 606 “Revenue from Contracts with Customers” on January 1, 2017 and in general will record revenue when a contract with the rights of the parties identified has been approved and the parties have committed to the contract, payment terms have been established, the contract has commercial substance, performance obligations have been satisfied and collectability is probable. There was no cumulative effect of the adoption of ASC 606 “Revenue from Contracts with Customers” since the Company is in the development stage and had no revenues in 3rd Quarter, 2019.
Stock Based Compensation
Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.
Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the service period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made by management in the accompanying financial statements include, but are not limited to the fair value of stock based compensation and the deferred tax asset valuation allowance.
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Income taxes are accounted for under the asset and liability method as prescribed by ASC Topic 740: Income Taxes (“ASC 740”). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities, and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance, when in the Company's opinion it is likely that some portion or the entire deferred tax asset will not be realized.
Pursuant to ASC Topic 740-10: Income Taxes related to the accounting for uncertainty in income taxes, the evaluation of a tax position is a two-step process. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50% likelihood of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. The accounting standard also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition. The adoption had no effect on the Company’s financial statements. The tax year ending December 31, 2018 is subject to examination by the Internal Revenue Service.
Recent Accounting Pronouncementsand Adoption of New Accounting Principles
In February 2016, the FASB issued Accounting Standards Update, Leases (Topic 842), intended to improve financial reporting about leasing transactions. The ASU affects all companies and other organizations that lease assets such as real estate, airplanes, and manufacturing equipment. Under the new guidance, a lessee will be required to recognize assets and liabilities for leases with lease terms of more than twelve months. Consistent with current Generally Accepted Accounting Principles (GAAP), the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as finance or operating lease. However, unlike current GAAP - which requires only capital leases to be recognized on the balance sheet - the new ASU will require both types of leases to be recognized on the balance sheet. The ASU on leases will take effect for all public companies for fiscal years beginning after December 15, 2018.
In February 2016, the FASB issued Accounting Standards Codification, Revenue from Contracts with Customers (Topic 606) intended to provide guidance related to general criteria for revenue recognition including identifying the contracts with a customer, identifying the performance obligations in the contracts, determining the transaction price, allocating the transaction price to the performance obligations in the contracts, and recognizing revenue when the entity satisfies a performance obligation by transferring a promised good or service to a customer. The Company adopted this standard effective January 1, 2017. The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations.
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Off Balance Sheet Arrangements
We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as stockholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity.None
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.
In connection with this quarterly report, as required by Rule 15d-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company's management, including our company's principal executive officer and principal financial officer. Based upon that evaluation, our company's principal executive officer and principal financial officer concluded that as of SeptemberJune 30, 20192021 our disclosure controls and procedures were not effective due to the existence of material weaknesses in our internal controls over financial reporting.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the quarter ended SeptemberJune 30, 20192021 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
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PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
Currently we are not involved in any pending litigation or legal proceeding.
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 Securities and Use of Proceeds.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Mine Safety Disclosure.
None
Item 5. Other Information.4. Mine Safety Disclosure.
None
Item 5. Other Information.
None
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Item 6. Exhibits.
The following documents are filed as a part of this report or are incorporated by reference to previous filings, if so indicated:
Exhibit No. | Description | |
Articles of Incorporation as previously filed with the SEC on Form 10 on January 25, 2018 | ||
By-Laws Inc. as previously filed with the SEC on Form 10 on January 25, | ||
* Included in Exhibit 31.1
** Included in Exhibit 32.1
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SIGNATURES*
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.
November 14, 2019
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