UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 10-Q
_________________
(Mark One) |
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|
[X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) |
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or
[_] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) |
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Commission File Number: 000-55897
_____________________
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.) |
|
|
|
275 Madison Ave, 6th Floor New York |
| New York 10016 |
(Address of principal executive offices) |
| (Zip Code) |
212-880-3750
(Registrant’s telephone number, including area code)
N/A
(Former name or former address and former fiscal year, if changed since last report)
_________________
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 [X] 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). Yes [_] No [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [_] |
| Accelerated filer [_] |
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Non-accelerated filer [_] (Do not check if a smaller reporting company) | Smaller reporting company [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [_] No [_X]
APPLICABLE ONLY TO REGISTRANTS 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. Yes [_] No [_X]
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.
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PART I — FINANCIAL INFORMATION
Item 1. | Financial Statements |
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Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
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Item 4. | Controls and Procedures |
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Item 4T. | Controls and Procedures |
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PART II — OTHER INFORMATION
Item 1. | Legal Proceedings |
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Item 1A. | Risk Factors |
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Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
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Item 3. | Defaults Upon Senior Securities |
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Item 4. | Mine Safety Disclosures |
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Item 5. | Other Information |
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Item 6. | Exhibits |
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PART I — FINANCIAL INFORMATION
Item 1.
Financial Statements
Internet Sciences Inc.
Consolidated Balance Sheet
|
| March 31, 2019 |
|
| March 31, 2018 |
| ||
ASSETS |
|
|
|
|
|
|
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Current Assets |
|
|
|
|
|
|
|
|
Cash |
| $ | 106 |
|
| $ | - |
|
Accounts receivable |
|
| 5,000 |
|
|
| - |
|
Prepaid assets |
|
| 1,200 |
|
|
| - |
|
Security deposit |
|
| 1,800 |
|
|
| 1,500 |
|
Total Current Assets |
|
| 8,106 |
|
|
| 1,500 |
|
|
|
|
|
|
|
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TOTAL ASSETS |
| $ | 8,106 |
|
| $ | 1,500 |
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|
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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|
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Current Liabilities |
|
|
|
|
|
|
|
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Cash Overdraft |
|
| - |
|
|
| 9 |
|
Accounts payable |
|
| 690 |
|
|
| - |
|
Accrued expenses |
|
| 41,328 |
|
|
| 38,889 |
|
Accrued compensation - officer |
|
| - |
|
|
| 262,417 |
|
Stock payable |
|
| 10 |
|
|
| 10 |
|
Related party loan |
|
| 76,851 |
|
|
| 37,597 |
|
Deferred rent |
|
| - |
|
|
| - |
|
Total Current Liabilities |
|
| 118,879 |
|
|
| 338,922 |
|
|
|
|
|
|
|
|
|
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Total Liabilities |
|
| 118,879 |
|
|
| 338,922 |
|
|
|
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|
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|
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Commitments and contingencies (see Note 3) |
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|
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STOCKHOLDERS’ DEFICIT |
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Common Stock, $0.001 par value 100,000,000 authorized |
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|
|
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|
|
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Common Stock Class A, 81,200,000 Shares Designated, 580,000 shares issued and outstanding as of March 31, 2019 and 165,000 shares issued and outstanding as of March 31, 2018 |
| $ | 788 |
|
| $ | 168 |
|
Common Stock Class B, 18,800,000 Shares Designated, 18,800,000 shares issued and outstanding as of March 31, 2019 and March 31, 2018 |
| $ | 18,800 |
|
|
| 18,800 |
|
Additional paid-in-capital |
| $ | 86,200 |
|
|
| 86,200 |
|
Accumulated Deficit |
|
| (216,561 | ) |
|
| (442,590 | ) |
|
|
|
|
|
|
|
|
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Total Stockholders’ Deficit |
|
| (110,773 | ) |
|
| (337,422 | ) |
|
|
|
|
|
|
|
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TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
| $ | 8,106 |
|
| $ | 1,500 |
|
See accompanying notes to consolidated financial statements (unaudited)
F-1 |
|
Internet Sciences Inc.
Consolidated Statement of Operations
|
| For the Three Months Ended March 31, |
| |||||
|
| 2019 |
|
| 2018 |
| ||
|
|
|
|
|
|
| ||
Revenue |
| $ | - |
|
| $ | - |
|
Total Revenue |
|
| - |
|
|
| - |
|
|
|
|
|
|
|
|
|
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Operating Expenses: |
|
|
|
|
|
|
|
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Selling, General and Administrative |
|
| 9,486 |
|
|
| 7,972 |
|
Marketing and Public Relations |
|
|
|
|
|
|
|
|
Rent Expense |
|
| 2,069 |
|
|
| 4,096 |
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Software Development |
|
| - |
|
|
| 1,491 |
|
Compensation and Related Taxes |
|
| 2,367 |
|
|
| 43,758 |
|
Total Operating Expenses |
|
| 13,922 |
|
|
| 57,316 |
|
|
|
|
|
|
|
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Loss from Operations |
|
| (13,922 | ) |
|
| (57,316 | ) |
|
|
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Other Income (Expenses): |
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|
|
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Other Expense |
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|
|
|
|
|
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Total Other Income (Expenses) |
|
| - |
|
|
| - |
|
|
|
|
|
|
|
|
|
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Net Loss |
|
| (13,922 | ) |
|
| (57,316 | ) |
|
|
|
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Net Loss Per Common Share: |
|
|
|
|
|
|
|
|
Basic |
|
| ($0.01 | ) |
|
| ($0.01 | ) |
Diluted |
|
| ($0.01 | ) |
|
| ($0.01 | ) |
|
|
|
|
|
|
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Weighted Average Common Shares Outstanding: |
|
|
|
|
|
|
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Basic |
|
| 19,380,000 |
|
|
| 18,965,000 |
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Diluted |
|
| 19,380,000 |
|
|
| 18,965,000 |
|
See accompanying notes to consolidated financial statements (unaudited)
F-2 |
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Internet Sciences Inc.
Consolidated Statement of Cash Flows
|
| For the |
|
| For the |
| ||
Cash flows from Operating activities |
|
|
|
|
|
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Net Loss |
| $ | (13,922 | ) |
|
| (57,316 | ) |
Adjustments to Reconcile Net Loss to Net Cash used in Operating Activities: |
|
|
|
|
|
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Stock compensation |
|
| 0 |
|
|
| 8 |
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Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Security deposit |
|
|
|
|
|
|
|
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Prepaid asset |
|
|
|
|
|
|
|
|
Accounts receivable |
|
| (5,000 | ) |
|
| - |
|
Accounts payable |
|
| 690 |
|
|
|
|
|
Accrued expenses |
|
| - |
|
|
| 6,736 |
|
Accrued compensation |
|
| - |
|
|
| 43,750 |
|
Stock payable |
|
| - |
|
|
| - |
|
Deferred rent |
|
| - |
|
|
| - |
|
Cash used in operating activities |
|
| (18,232 | ) |
|
| (6,822 | ) |
|
|
|
|
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Cash flows from investing activities |
|
|
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Acquisition of Company |
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Due from related party |
|
|
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Capital Expenditures/(Disposals) |
|
|
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|
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Cash used in investing activities |
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|
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Cash flows from financing activities |
|
|
|
|
|
|
|
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Repayments of related party loan |
|
| - |
|
|
| (54 | ) |
Proceeds from related party loan |
|
| 18,225 |
|
|
| 6,863 |
|
Repayments to shareholder |
|
| - |
|
|
| - |
|
Proceeds from shareholder contributions |
|
| - |
|
|
| - |
|
Cash provided by financing activities |
|
| 18,225 |
|
|
| 6,809 |
|
|
|
|
|
|
|
|
|
|
Net change in cash |
|
| (7 | ) |
|
| (13 | ) |
Cash (overdraft) at beginning of period |
|
| 113 |
|
|
| 4 |
|
Cash (overdraft) at end of period |
| $ | 106 |
|
| $ | (9 | ) |
|
|
|
|
|
|
|
|
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Supplemental cash flow information |
|
|
|
|
|
|
|
|
Cash paid for interest |
|
|
|
|
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Cash paid for income taxes |
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements (unaudited)
F-3 |
|
Internet Sciences Inc.
Statement of Changes in Stockholders' Deficit
For the period from May 20, 2016 (Inception) to March 31, 2019
|
| Common Stock Class A |
|
| Common Stock Class B |
|
| Additional |
|
| Accumulated |
|
| Total |
| |||||||||||||
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Paid-in Capital |
|
| Deficit |
|
| Deficit |
| |||||||
Balance, May 20, 2016 (Inception) |
|
| - |
|
| $ | - |
|
|
| - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
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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 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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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 | ) |
See accompanying notes to consolidated financial statements (unaudited)
F-4 |
|
Internet Sciences Inc.
Notes to Consolidated Financial Statements
For the Quarters ended March 31, 2019 and March 31, 2018
(Unaudited)
NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
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, 2018.
On October 5, 2019, 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., is a development 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 based 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 Madison Ave, 6th Floor, New York, NY 10016.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its consolidated VIE. 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 March 31, 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) have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).
In the opinion of management, all adjustments (consisting of normal recurring items) necessary to present fairly the Company’s financial position as of March 31, 2019 and 2018.
Variable Interest 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% of the VIE and the founder (CEO) majority shareholder (a related party) of ISI controls the remaining 50.1%, 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, 2019 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 March 31, 2019. Related to consolidated VIEs, it is the Company’s policy not to present non-controlling interest separately on the Company’s financial statements. During the year ended December 31, 2017, 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.
F-5 |
Internet Sciences Inc.
Notes to Consolidated Financial Statements
For the Quarters ended March 31, 2019 and March 31, 2018
(Unaudited)
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. The Company’s account at this institution is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of March 31, 2019, and March 31, 2018, 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:
| Level 1: | Observable inputs such as quoted market prices in active markets for identical assets or liabilities |
| Level 2: | Observable market-based inputs or unobservable inputs that are corroborated by market data |
| Level 3: | Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. |
F-6 |
|
Internet Sciences Inc.
Notes to Consolidated Financial Statements
For the Quarters ended March 31, 2019 and March 31, 2018
(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 approximate their estimated fair market value based on the short-term maturity of these instruments.
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
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 1st Quarter, 2019.
Advertising
Advertising is expensed as incurred. Advertising expenses for the years ended March 31, 2019 and for the March 31, 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 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.
F-7 |
|
Internet Sciences Inc.
Notes to Consolidated Financial Statements
For the Quarters ended March 31, 2019 and March 31, 2018
(Unaudited)
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.
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.
Net loss per share for each class of common stock is as follows:
|
| For the year ended |
|
| For the year ended |
| ||
Net loss per common shares outstanding: |
| March 31, 2019 |
|
| to March 31, 2018 |
| ||
Class A common stock |
| $ | (0.01 | ) |
| $ | (0.01 | ) |
Class B common stock |
| $ | (0.01 | ) |
| $ | (0.01 | ) |
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
Class A common stock |
|
| 580,000 |
|
|
| 160,000 |
|
Class B common stock |
|
| 18,800,000 |
|
|
| 18,800,000 |
|
Total weighted average shares outstanding |
|
| 19,380,000 |
|
|
| 18,960,000 |
|
Concentration of Credit Risks
Financial instruments that potentially subject the company to credit risk consist principally of cash and cash equivalents and receivables. The Company places its cash and cash equivalents with financial institutions. Deposits are insured to Federal Deposit Insurance Corp. limits. At March 31, 2019 and March 31, 2018 there was no uninsured cash.
F-8 |
|
Internet Sciences Inc.
Notes to Consolidated Financial Statements
For the Quarters ended March 31, 2019 and March 31, 2018
(Unaudited)
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.
NOTE 2 – GOING CONCERN CONSIDERATIONS
The accompanying consolidated financial statements are prepared assuming the Company will continue as a going concern. At March 31, 2019, the Company had an accumulated deficit of $216,561, a stockholders’ deficit of $110,773 and a working capital deficiency of $110,773. For the quarter ended March 31, 2019, the Company had a net loss of $13,922 and cash used in operating activities of $18,232. These matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of three months from the issue date of this unaudited report. 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 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 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. 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.
F-9 |
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Internet Sciences Inc.
Notes to Consolidated Financial Statements
For the Quarters ended March 31, 2019 and March 31, 2018
(Unaudited)
NOTE 3 – COMMITMENTS AND CONTINGENCIES
In November 2019, the Company executed a new office License Agreement to lease office space commencing on January 1, 2019 with a twelve month term ending on December 31, 2019. The monthly license fee 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 for the year ended March 31, 2019 and for the year ended March 31, 2018 was $2,069 and $4,096, respectively.
In March 2018 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 March 31, 2019, $16,000 was owed.
On October 11, 2017 the Company executed an Engagement Memorandum for the development of a Private Placement Memorandum (PPM), Form 10 Registration Statement, Reg D Filing, obtaining CUSIP numbers, IR campaign – for the purpose of raising capital and/or recruitment of potential investors for the Company. The fee for the above mentioned services was $25,000 which included an initial payment of $5,000 which was paid in October 2017 and $20,000 due upon the Company receiving a minimum of ten indications of interest and first round of private placement funds from Licensed FINRA member broker/dealer firms to be paid out of inward investment proceeds. As of March 31, 2019, proceeds have not been secured by the Company.
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 375,000 shares of Class A shares of the company in lieu of the accrued compensation. The Company has issued 375,000 Class A 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 shares for services rendered. 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 $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.
F-10 |
|
Internet Sciences Inc.
Notes to Consolidated Financial Statements
For the Quarters ended March 31, 2019 and March 31, 2018
(Unaudited)
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.
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 March 31, 2019 the Company’s Chief Executive Officer advanced 18,225 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 March 31, 2019.
NOTE 7 – SUBSEQUENT EVENTS
Management has assessed subsequent events through May 27, 2019, the date on which the financial statements (unaudited) were available to be issued.
F-11 |
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Overview
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.
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., is a development 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 based 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 Madison Ave, 6th Floor, New York, NY 10016.
Our Outlook
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 minimal revenue from operations. The Company’s activities during the development 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
Three Months Ended March 31, 2019 Compared to Three Months Ended March 31, 2018
Revenue
The Company is considered to be in the development stage. There were no revenues generated during the three months ended March 31, 2019 and March 31, 2018.
Operating Expenses and Loss from Operations
Total operating expenses and loss from operations for the three months ended March 31, 2019 were $13,922 a decrease of $43,394, or approximately 24%, from total operating expenses and loss from operations for the comparable three months ended March 31, 2018 of $57,316. This decrease is primarily attributable to increased selling, general and administrative expenses along with a decrease in rent, software development and compensation and related taxes.
Other Income (Expense)
There were not any other expenses in for the three months ended March 31, 2019 and March 31, 2018.
Net Loss
We reported a net loss of $13,922 for the three months ended March 31, 2019 as compared to a net loss of $57,316 for the three months ended March 31, 2018.
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 March 31, 2019 we had a cash balance of $106. Our working capital deficit was $110,773 at March 31, 2019.
Accrued expenses and accounts payable were $42,018 and $38,889, respectively as of March 31, 2019 and March 31, 2018.
The Company is considered to be in the development stage and we had zero sales during the three months ended March 31, 2019. 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 $13,922 during the three months ended March 31, 2019. At March 31, 2019, we had a working capital deficit of 110,773. We do not anticipate we will be profitable in 2019. 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 three months ended March 31, 2019 amounted to $18,232 and was attributable to our net loss of $13,922 and an increase in accrued expenses of $2,439 and a decrease in accrued compensation of $262,417. Net cash flows used in operating activities three months ended March 31, 2019 amounted to $18,232 and was attributable to our net loss of $13,922.
Financing activities
Net cash flows provided by financing activities were $18,225 for the three months ended March 31, 2019. We received proceeds from a related party loan of $18,225. Net cash flows provided by financing activities were $6,809 for the three months ended March 31, 2018.
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 1st 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.
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 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, 2016 is subject to examination by the Internal Revenue Service.
Recent Accounting Pronouncements and 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.
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.
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
Not required.
Item 4.
Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the timelines specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As required by SEC Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the year covered by this report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level.
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
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.
| Internet Science Inc. |
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Date: May 28, 2019 | By: /s/ Lynda Chervil |
| Lynda Chervil |