Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Apr. 17, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | INTERNET SCIENCES INC. | |
Document Type | 10-K/A | |
Current Fiscal Year End Date | --12-31 | |
Entity Public Float | $ 0 | |
Amendment Flag | true | |
Amendment Description | Internet Sciences Inc. (The Company ) is filing this Amendment No. 1 (this “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the Securities and Exchange Commission (the “SEC”) on April 17, 2023 (the “Original Filing”) to comply with The SEC Rule “Interactive Data to Improve Financial Reporting”—requiring domestic and foreign companies using GAAP and foreign private issuers using International Financial Reporting Standards (IFRS) to provide their financial statements in the XBRL format as an exhibit to their periodic and current reports and registration statements, as well as to transition reports needed to be filed as a result of a change in fiscal year. | |
Entity Central Index Key | 0001720286 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | Dec. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | FY | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | true | |
ICFR Auditor Attestation Flag | false | |
Document Annual Report | true | |
Document Transition Report | false | |
Entity File Number | 000-55897 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 81-2775456 | |
Entity Address, Address Line One | 667 Madison Ave | |
Entity Address, Address Line Two | 5th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10065 | |
City Area Code | 212 | |
Local Phone Number | -823-6272 | |
Title of 12(b) Security | None | |
Entity Interactive Data Current | Yes | |
Auditor Firm ID | 6117 | |
Auditor Name | Pinnacle Accountancy Group of Utah | |
Auditor Location | Farmington, Utah | |
Class A common shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 1,675,550 | |
Class B common shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 18,800,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 4,005 | |
Total Current Assets | 4,005 | |
Total Assets | 4,005 | |
Current Liabilities | ||
Accounts payable and accrued liabilities | 61,935 | 69,658 |
Accounts payable and accrued liabilities – related party | 4,985 | 4,985 |
Due to related party | 115,908 | 107,471 |
Total Current Liabilities | 182,828 | 182,114 |
Total Liabilities | 182,828 | 182,114 |
Stockholders’ Deficit | ||
Common Stock, $0.001 par value 100,000,000 authorized, Common Stock Class A, 81,200,000 shares designated,1,675,550 and 1,403,000 shares issued and outstanding as of December 31, 2022 and 2021, resp. | 1,676 | 1,403 |
Common Stock Class B, 18,800,000 shares designated, 18,800,000 shares issued and outstanding | 18,800 | 18,800 |
Additional paid-in capital | 238,160 | 170,295 |
Accumulated deficit | (441,464) | (368,607) |
Total stockholders’ deficit | (182,828) | (178,109) |
Non-controlling interest | ||
Total Stockholders’ Deficit | (182,828) | |
Total Liabilities and Stockholders’ Deficit | $ 4,005 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Common Stock Class A | ||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 100,000,000 | 100,000,000 |
Common stock designated | 81,200,000 | 81,200,000 |
Common stock shares issued | 1,675,550 | 1,403,000 |
Common stock shares outstanding | 1,675,550 | 1,403,000 |
Common Stock Class B | ||
Common stock designated | 18,800,000 | 18,800,000 |
Common stock issued | 18,800,000 | 18,800,000 |
Common stock shares outstanding | 18,800,000 | 18,800,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | ||
Operating Expenses: | ||
General and administrative | 1,799 | 7,910 |
Professional fees | 5,920 | 29,025 |
Compensation | 65,138 | 17,600 |
Total operating expenses | 72,857 | 54,535 |
Operating Loss | (72,857) | (54,535) |
Other income (expense) | ||
Other income | 887 | |
Total other income (expense) | 887 | |
Net loss before taxes | (72,857) | (53,648) |
Income tax provision | ||
Net Loss | (72,857) | (53,648) |
Net loss attributable to non-controlling interest | ||
Net Loss attributable to Internet Sciences, Inc. | $ (72,857) | $ (53,648) |
Net loss per share, basic and diluted (in Dollars per share) | $ 0 | $ 0 |
Basic and Diluted Weighted Average Common Shares Outstanding (in Shares) | 20,312,235 | 19,980,359 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Net loss per share, basic and diluted (in Dollars per share) | $ 0 | $ 0 |
Basic and Diluted Weighted Average Common Shares Outstanding (in Shares) | 20,312,235 | 19,980,359 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders’ Deficit - USD ($) | Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Non- controlling Interest | Total |
Balance at Dec. 31, 2020 | $ 1,051 | $ 18,800 | $ 133,047 | $ (314,959) | $ (162,061) | |
Balance (in Shares) at Dec. 31, 2020 | 1,051,000 | 18,800,000 | ||||
Issuance of common shares for services | $ 16 | 1,584 | 1,600 | |||
Issuance of common shares for services (in Shares) | 16,000 | |||||
Issuance of common shares for services – officers and directors | $ 320 | 31,680 | 32,000 | |||
Issuance of common shares for services – officers and directors (in Shares) | 320,000 | |||||
Issuance of common shares for cash at $0.25 per share | $ 16 | 3,984 | 4,000 | |||
Issuance of common shares for cash at $0.25 per share (in Shares) | 16,000 | |||||
Net loss | (53,648) | (53,648) | ||||
Balance at Dec. 31, 2021 | $ 1,403 | $ 18,800 | 170,295 | (368,607) | (178,109) | |
Balance (in Shares) at Dec. 31, 2021 | 1,403,000 | 18,800,000 | ||||
Issuance of common shares for services | $ 52 | 12,836 | 12,888 | |||
Issuance of common shares for services (in Shares) | 51,550 | |||||
Issuance of common shares for services – officers and directors | $ 209 | 52,041 | 52,250 | |||
Issuance of common shares for services – officers and directors (in Shares) | 209,000 | |||||
Issuance of common shares for cash at $0.25 per share | $ 12 | 2,988 | 3,000 | |||
Issuance of common shares for cash at $0.25 per share (in Shares) | 12,000 | |||||
Net loss | (72,857) | (72,857) | ||||
Balance at Dec. 31, 2022 | $ 1,676 | $ 18,800 | $ 238,160 | $ (441,464) | $ (182,828) | |
Balance (in Shares) at Dec. 31, 2022 | 1,675,550 | 18,800,000 |
Consolidated Statement of Cha_2
Consolidated Statement of Changes in Stockholders’ Deficit (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||
Issuance of common shares for cash at per share | $ 0.25 | $ 0.25 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (72,857) | $ (53,648) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation | 65,138 | 17,600 |
Forgiveness of PPP loan | (887) | |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued liabilities | (7,723) | 14,694 |
Net cash used in operating activities | (15,442) | (22,241) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from related party | 8,437 | 22,246 |
Proceeds from issuance of common stock | 3,000 | 4,000 |
Net cash provided by financing activities | 11,437 | 26,246 |
Net change in cash for the period | (4,005) | 4,005 |
Cash at beginning of period | 4,005 | |
Cash at end of period | 4,005 | |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for income taxes | ||
Cash paid for interest | ||
Non-Cash Investing and Financing Activity | ||
Issuance of common shares for repayment of related party accruals | $ 16,000 |
Organization and Operations
Organization and Operations | 12 Months Ended |
Dec. 31, 2022 | |
Organization and Operations [Abstract] | |
ORGANIZATION AND OPERATIONS | NOTE 1 - ORGANIZATION AND OPERATIONS Internet Sciences Inc. (“ISI” or the “Company”) was originally incorporated as Luxury Trine Digital Media Group, Inc. in the State of Delaware on May 20, 2016. On October 5, 2018, the Company changed its name to Internet Sciences Inc. ISI is an 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. 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. We plan to have 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Principles of Consolidation The consolidated financial statements include the following subsidiaries: Ownership Country Interest Trine Digital Broadcasting Ltd (TDB) United Kingdom 49 % Institute of Technology, Informatics & Computer Analytics LLC (IOTICA) USA 100 % Analgene 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 British 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 revenues and expenses using average exchange rates during the period. Gains and losses arising on settlement of foreign currency denominated transactions are included in other income (expense), while translation gains (losses) are reported as other comprehensive income (loss). No foreign currency translation or transactions gains or losses were recognized during the years ended December 31, 2022 or 2021 due to the absence of operations in the UK subsidiaries. In the preparation of consolidated financial statements of the Company, intercompany transactions and balances are eliminated in consolidation. Variable Interest Entities The Company holds a 49% noncontrolling interest in Trine Digital Broadcasting Ltd (TDB) as it is solely a party of interest in providing funding to TDB broadcasting projects. Ownership of the intellectual property assets are to remain with TDB. TDB is deemed to be a variable interest entity (“VIE”) as defined in ASC 810-10-25-38, “Consolidation of Variable Interest Entities.” ASC 810 requires a 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. As ISI owns 49% of the VIE and the founder (CEO) majority shareholder (a related party) of ISI controls the remaining 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 December 31, 2022, that require ISI to provide financial support to the VIE, although financial support is implied by the relationship. There were no assets or liabilities of the VIE as of December 31, 2022. The Company has not provided funding to TDB to date, therefore, there have been no operations. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP 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 consolidated financial statements include but are not limited to the fair value of stock-based compensation and the deferred tax asset valuation allowance. Cash and Cash Equivalents ln highly liquid investments with maturity of three months or less are considered to be cash equivalents. The Company places its cash with high credit quality financial institutions. The Company’s accounts at these institutions are each insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of December 31, 2022 and 2021, the Company did not reach bank balances exceeding the FDIC insurance limit. Fair Value of Financial Instruments The Company follows ASC 820, “Fair Value Measurements and Disclosures,” which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The fair value of accounts payable and accrued expenses, loans, and due to shareholder approximates their carrying amounts because of their immediate or short-term maturity. Revenue Recognition The Company follows ASC 606, “Revenue from Contracts with Customers,” and plans to recognize 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 the 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 performance obligation. The Company will recognize revenue as it transfers control of promised services to its customers. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled in exchange for these services. The Company is in its early stage and had no revenues during years ended December 31, 2022 and 2021. Income Taxes Income taxes are determined in accordance with the provisions of ASC 740, “Income Taxes.” Under this method, 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 basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. As of and for the years ended December 31, 2022 and 2021, the Company did not have any interest and penalties associated with tax positions, or significant unrecognized uncertain tax positions. Stock Based Compensation Stock-based compensation is accounted for based on the requirements of ASC 718, “Compensation – Stock Compensation,” which requires recognition in the financial statements of the cost of employee, director, and non-employee services received in exchange for an award of equity instruments over the period the individual or entity is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of the services received in exchange for an award based on the grant-date fair value of the award. Earnings (Loss) per Share The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share.” Basic EPS is measured as the income or loss available to common shareholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options, and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. The Company’s diluted loss per share is the same as the basic loss per share for the years ended December 31, 2022 and 2021, as the Company didn’t have any potentially-dilutive instruments outstanding. Net loss per share for each class of common stock is as flows: Year Ended December 31, 2022 2021 Net loss per share, basic and diluted $ (0.00 ) $ (0.00 ) Net loss per common shares outstanding: Common stock - Class A $ (0.05 ) $ (0.05 ) Common stock - Class B $ (0.00 ) $ (0.00 ) Total of Class A and Class B $ (0.00 ) $ (0.05 ) Weighted average shares outstanding: Class A common stock 1,512,235 1,180,359 Class B common stock 18,800,000 18,800,000 Total weighted average shares outstanding 20,312,235 19,980,359 Related Parties The Company follows ASC 850,” Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions (see Note 4). Recent Accounting Pronouncements The Company’s management has considered all recent accounting pronouncements and believes that these recent pronouncements will not have a material effect on the Company’s financial statements. |
Going Concern Considerations
Going Concern Considerations | 12 Months Ended |
Dec. 31, 2022 | |
Going Concern Considerations [Abstract] | |
GOING CONCERN CONSIDERATIONS | NOTE 3 - GOING CONCERN CONSIDERATIONS The accompanying consolidated financial statements are prepared assuming the Company will continue as a going concern. As of December 31, 2022, the Company had an accumulated deficit of $441,464 a stockholders’ deficit of $182,828 and a working capital deficiency of $182,828. For the year ended December 31, 2022, the Company had a net loss of $72,857 and cash used in operating activities of $15,442. 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 report. The ability of the Company to continue as a going concern is dependent upon initiating sales, obtaining additional capital, and financing. The Company plans to raise funds through its planned Initial Public Offering and through a pre-listing private 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 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. The global outbreak of the novel coronavirus (COVID-19) has led to severe disruptions in general economic activities, as businesses and governments have taken broad actions to mitigate this public health crisis. While the COVID-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 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. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4 - RELATED PARTY TRANSACTIONS During the years ended December 31, 2022 and 2021, the Company’s CEO advanced $8,437 and $22,246, respectively, in non-interest-bearing demand loans to the Company, and was repaid $0 and $0, respectively. As of December 31, 2022 and 2021, there were $115,908 and $107,471, respectively, due to the Company’s CEO. During the years ended December 31, 2022 and 2021, the Company issued 209,000 and 320,000 shares, respectively, of Class A common stock to its officers and directors for services rendered to the Company. The shares were valued at fair market value of $0.25 (2022) and $0.10 (2021) per share, for total compensation of $52,250 and $32,000 during the years ended December 31, 2022 and 2021, respectively. Of the 2021 amount, $16,000 was for 2021 compensation expense and $16,000 was for satisfaction of prior accrued wages. |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 5 - INCOME TAXES For the years ended December 31, 2022 and 2021, the local (“United States of America”) and foreign components (“United Kingdom”) of loss before income taxes were comprised of the following: For the Year Ended December 31, 2022 2021 Tax jurisdiction from: - Local $ (72,857 ) $ (53,648 ) - Foreign - - Loss before income taxes $ (72,857 ) $ (53,648 ) United States of America Internet Sciences Inc. is registered in the State of Delaware and is subject to the tax laws of United States of America. The components of the Company’s deferred tax asset and reconciliation of income taxes are computed at the new statutory rate of 21% to the income tax amount recorded as of December 31, 2021 and December 31, 2021. As of December 31, 2022, the operations in the United States of America had incurred $441,464 of cumulative net operating losses (“NOL”) which can be carried forward to offset future taxable income. The net operating loss carryforwards begin to expire in 2039 if unutilized. NOLs generated in tax years prior to December 31, 2017, can be carryforward for twenty years, whereas NOLs generated after December 31, 2017, can be carryforward indefinitely. In accordance with Section 382 of the U.S. Internal Revenue Code. The Company has provided for a full valuation allowance against the deferred tax assets of $92,707 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future. United Kingdom The Company’s subsidiary operating in United Kingdom are subject to the United Kingdom Profits Tax at a standard income tax rate of 19% on the assessable income arising in United Kingdom during its tax year. During the years ended December 31, 2022 and 2021, the operating activity of subsidiary was $0. The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of December 31, 2022 and 2021: December 31, December 31, 2022 2021 Net Operating Loss carryforward United States $ 92,707 $ 77,407 United Kingdom - - Total 92,707 77,407 Less: Valuation allowance (92,707 ) (77,407 ) Net deferred tax asset $ - $ - The following table sets forth a reconciliation of the Company’s income tax provision (benefit) to the statutory U.S. federal tax amount for the years ended December 31, 2022 and 2021: That is the effective tax rate. December 31, December 31, 2022 2021 Income tax expense (benefit) at statutory rate $ 15,300 $ 11,266 Change in valuation allowance (15,300 ) (11,266 ) Income tax expense per books $ - $ - Management believes that it is more likely than not that the deferred tax assets will not be fully realizable in the future. Accordingly, the Company provided for a full valuation allowance against its deferred tax assets of $92,707 as of December 31, 2022. During the years ended December 31, 2022 and 2021, the valuation allowance increased by $15,300 and $11,266, respectively, primarily relating to net operating loss carryforwards from the local tax regime. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
EQUITY | NOTE 6 - 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 During the years ended December 31, 2022 and 2021, the Company issued 209,000 and 320,000 shares, respectively, of Class A common stock to its officers and directors for services rendered to the Company. The shares were valued at fair market value of $0.25 (2022) and $0.10 (2021) per share, for total compensation expense of $52,250 and $32,000 during the years ended December 31, 2022 and 2021, respectively. Of the 2021 amount, $16,000 was for 2021 compensation expense and $16,000 was for satisfaction of prior accrued wages. During the years ended December 31, 2022 and 2021, the Company issued 51,550 and 16,000 shares of Class A common stock to third parties for services rendered to the Company. The shares were valued at fair market value of $0.25 (2022) and $0.10 (2021) per share for total compensation expense of $12,888 and $1,600 during the years ended December 31, 2022 and 2021, respectively. During the years ended December 31, 2022 and 2021, the Company issued 12,000 and 16,000 shares of Class A common stock for cash. The shares were valued at fair market value of $0.25 per share for total proceeds of $3,000 and $4,000 during the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021, the Company had 1,675,550 and 1,403,000 shares of common stock-class A issued and outstanding, respectively. Common Stock- class B As of December 31, 2022 and 2021, the Company had 18,800,000 shares of common stock-class B issued and outstanding. There were no issuances of class B during 2022 or 2021. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 7 - SUBSEQUENT EVENTS The Company has evaluated events occurring from December 31, 2022, through the date these financial statements were issued and noted no items requiring disclosure. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the following subsidiaries: Ownership Country Interest Trine Digital Broadcasting Ltd (TDB) United Kingdom 49 % Institute of Technology, Informatics & Computer Analytics LLC (IOTICA) USA 100 % Analgene 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 British 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 revenues and expenses using average exchange rates during the period. Gains and losses arising on settlement of foreign currency denominated transactions are included in other income (expense), while translation gains (losses) are reported as other comprehensive income (loss). No foreign currency translation or transactions gains or losses were recognized during the years ended December 31, 2022 or 2021 due to the absence of operations in the UK subsidiaries. In the preparation of consolidated financial statements of the Company, intercompany transactions and balances are eliminated in consolidation. Variable Interest Entities The Company holds a 49% noncontrolling interest in Trine Digital Broadcasting Ltd (TDB) as it is solely a party of interest in providing funding to TDB broadcasting projects. Ownership of the intellectual property assets are to remain with TDB. TDB is deemed to be a variable interest entity (“VIE”) as defined in ASC 810-10-25-38, “Consolidation of Variable Interest Entities.” ASC 810 requires a 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. As ISI owns 49% of the VIE and the founder (CEO) majority shareholder (a related party) of ISI controls the remaining 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 December 31, 2022, that require ISI to provide financial support to the VIE, although financial support is implied by the relationship. There were no assets or liabilities of the VIE as of December 31, 2022. The Company has not provided funding to TDB to date, therefore, there have been no operations. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP 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 consolidated financial statements include but are not limited to the fair value of stock-based compensation and the deferred tax asset valuation allowance. |
Cash and Cash Equivalents | Cash and Cash Equivalents ln highly liquid investments with maturity of three months or less are considered to be cash equivalents. The Company places its cash with high credit quality financial institutions. The Company’s accounts at these institutions are each insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of December 31, 2022 and 2021, the Company did not reach bank balances exceeding the FDIC insurance limit. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows ASC 820, “Fair Value Measurements and Disclosures,” which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The fair value of accounts payable and accrued expenses, loans, and due to shareholder approximates their carrying amounts because of their immediate or short-term maturity. |
Revenue Recognition | Revenue Recognition The Company follows ASC 606, “Revenue from Contracts with Customers,” and plans to recognize 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 the 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 performance obligation. The Company will recognize revenue as it transfers control of promised services to its customers. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled in exchange for these services. The Company is in its early stage and had no revenues during years ended December 31, 2022 and 2021. |
Income Taxes | Income Taxes Income taxes are determined in accordance with the provisions of ASC 740, “Income Taxes.” Under this method, 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 basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. As of and for the years ended December 31, 2022 and 2021, the Company did not have any interest and penalties associated with tax positions, or significant unrecognized uncertain tax positions. |
Stock Based Compensation | Stock Based Compensation Stock-based compensation is accounted for based on the requirements of ASC 718, “Compensation – Stock Compensation,” which requires recognition in the financial statements of the cost of employee, director, and non-employee services received in exchange for an award of equity instruments over the period the individual or entity is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of the services received in exchange for an award based on the grant-date fair value of the award. |
Earnings (Loss) per Share | Earnings (Loss) per Share The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share.” Basic EPS is measured as the income or loss available to common shareholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options, and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. The Company’s diluted loss per share is the same as the basic loss per share for the years ended December 31, 2022 and 2021, as the Company didn’t have any potentially-dilutive instruments outstanding. Net loss per share for each class of common stock is as flows: Year Ended December 31, 2022 2021 Net loss per share, basic and diluted $ (0.00 ) $ (0.00 ) Net loss per common shares outstanding: Common stock - Class A $ (0.05 ) $ (0.05 ) Common stock - Class B $ (0.00 ) $ (0.00 ) Total of Class A and Class B $ (0.00 ) $ (0.05 ) Weighted average shares outstanding: Class A common stock 1,512,235 1,180,359 Class B common stock 18,800,000 18,800,000 Total weighted average shares outstanding 20,312,235 19,980,359 |
Related Parties | Related Parties The Company follows ASC 850,” Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions (see Note 4). |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management has considered all recent accounting pronouncements and believes that these recent pronouncements will not have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of consolidated financial statements | Ownership Country Interest Trine Digital Broadcasting Ltd (TDB) United Kingdom 49 % Institute of Technology, Informatics & Computer Analytics LLC (IOTICA) USA 100 % Analgene Limited (AL) United Kingdom 100 % |
Schedule of net loss per share for each class of common stock | Year Ended December 31, 2022 2021 Net loss per share, basic and diluted $ (0.00 ) $ (0.00 ) Net loss per common shares outstanding: Common stock - Class A $ (0.05 ) $ (0.05 ) Common stock - Class B $ (0.00 ) $ (0.00 ) Total of Class A and Class B $ (0.00 ) $ (0.05 ) Weighted average shares outstanding: Class A common stock 1,512,235 1,180,359 Class B common stock 18,800,000 18,800,000 Total weighted average shares outstanding 20,312,235 19,980,359 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Taxes | For the Year Ended December 31, 2022 2021 Tax jurisdiction from: - Local $ (72,857 ) $ (53,648 ) - Foreign - - Loss before income taxes $ (72,857 ) $ (53,648 ) |
Schedule of Deferred Tax Assets and Liabilities | December 31, December 31, 2022 2021 Net Operating Loss carryforward United States $ 92,707 $ 77,407 United Kingdom - - Total 92,707 77,407 Less: Valuation allowance (92,707 ) (77,407 ) Net deferred tax asset $ - $ - |
Schedule of effective tax rate | December 31, December 31, 2022 2021 Income tax expense (benefit) at statutory rate $ 15,300 $ 11,266 Change in valuation allowance (15,300 ) (11,266 ) Income tax expense per books $ - $ - |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Federal deposit insurance corporation (in Dollars) | $ 250,000 |
Percentage of tax benefit | 50% |
Variable Interest Entity [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Ownership interest | 49% |
ISI [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Ownership interest | 51% |
Trine Digital Broadcasting Ltd [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Noncontrolling interest | 49% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of consolidated financial statements | 12 Months Ended |
Dec. 31, 2022 | |
Trine Digital Broadcasting Ltd (TDB) [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Country | United Kingdom |
Ownership Interest | 49% |
Institute of Technology, Informatics & Computer Analytics LLC (IOTICA) [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Country | USA |
Ownership Interest | 100% |
Analgene Limited (AL) [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Country | United Kingdom |
Ownership Interest | 100% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of net loss per share for each class of common stock - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies (Details) - Schedule of net loss per share for each class of common stock [Line Items] | ||
Net loss per share, basic and diluted | $ 0 | $ 0 |
Weighted average shares outstanding: | ||
Total weighted average shares outstanding (in Shares) | 20,312,235 | 19,980,359 |
Class A Common Stock [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of net loss per share for each class of common stock [Line Items] | ||
Net loss per share, basic and diluted | $ (0.05) | $ (0.05) |
Weighted average shares outstanding: | ||
Total weighted average shares outstanding (in Shares) | 1,512,235 | 1,180,359 |
Class B common stock [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of net loss per share for each class of common stock [Line Items] | ||
Net loss per share, basic and diluted | $ 0 | $ 0 |
Weighted average shares outstanding: | ||
Total weighted average shares outstanding (in Shares) | 18,800,000 | 18,800,000 |
Common Class A and B [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of net loss per share for each class of common stock [Line Items] | ||
Net loss per share, basic and diluted | $ 0 | $ (0.05) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of net loss per share for each class of common stock (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Net Loss Per Share For Each Class Of Common Stock Abstract | ||
Net loss per share, diluted | $ 0 | $ 0 |
Going Concern Considerations (D
Going Concern Considerations (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Going Concern Considerations [Abstract] | |
Accumulated deficit | $ 441,464 |
Stockholders' deficit | 182,828 |
Working capital deficiency | 182,828 |
Net loss | 72,857 |
Cash used in operating activities | $ 15,442 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] [Standard Label] | ||
CEO advance paid | $ 8,437 | $ 22,246 |
Repaid amount | 0 | 0 |
Due to affiliate | $ 115,908 | $ 107,471 |
Share Issue (in Shares) | 209,000 | 320,000 |
Fair market value per share (in Dollars per share) | $ 0.25 | $ 0.1 |
Total compensation expense | $ 52,250 | $ 32,000 |
Compensation expense | $ 16,000 | |
Accrued wages | $ 16,000 |
Income taxes (Details)
Income taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income taxes (Details) [Line Items] | ||
Statutory income tax rate | 21% | 21% |
Net operating losses | $ 441,464 | |
Carryforward years | 20 years | |
Valuation allowance | $ 92,707 | |
Operating activity of subsidiary | 0 | $ 0 |
Valuation allowance | 92,707 | 77,407 |
Change in valuation allowance | $ 15,300 | $ 11,266 |
United Kingdom1 [Member] | ||
Income taxes (Details) [Line Items] | ||
Statutory income tax rate | 19% |
Income taxes (Details) - Schedu
Income taxes (Details) - Schedule of Components of Income Before Provision for Income Tax - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Components of Income Before Provision For Income Tax [Abstract] | ||
- Local | $ (72,857) | $ (53,648) |
- Foreign | ||
Loss before income taxes | $ (72,857) | $ (53,648) |
Income taxes (Details) - Sche_2
Income taxes (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income taxes (Details) - Schedule of Deferred Tax Assets and Liabilities [Line Items] | ||
Net Operating Loss carryforward | $ 92,707 | $ 77,407 |
Less: Valuation allowance | (92,707) | (77,407) |
Net deferred tax asset | ||
United States [Member] | ||
Income taxes (Details) - Schedule of Deferred Tax Assets and Liabilities [Line Items] | ||
Net Operating Loss carryforward | 92,707 | 77,407 |
United Kingdom [Member] | ||
Income taxes (Details) - Schedule of Deferred Tax Assets and Liabilities [Line Items] | ||
Net Operating Loss carryforward |
Income taxes (Details) - Sche_3
Income taxes (Details) - Schedule of effective tax rate - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Provision For Income Taxes [Abstract] | ||
Income tax expense (benefit) at statutory rate | $ 15,300 | $ 11,266 |
Change in valuation allowance | (15,300) | (11,266) |
Income tax expense per books |
Equity (Details)
Equity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity (Details) [Line Items] | ||
Common stock shares authorized | 100,000,000 | |
Common stock par value (in Dollars per share) | $ 0.001 | |
Common stock shares issued | 209,000 | 320,000 |
Common stock par value (in Dollars per share) | $ 0.25 | $ 0.1 |
Total compensation expense (in Dollars) | $ 52,250 | $ 32,000 |
Compensation expense (in Dollars) | 16,000 | |
Accrued wages (in Dollars) | $ 16,000 | |
Shares issued | 12,000 | 16,000 |
Fair market value per share (in Dollars per share) | $ 0.25 | |
Total proceeds (in Dollars) | $ 3,000 | $ 4,000 |
Third Parties Service Rendered [Member] | ||
Equity (Details) [Line Items] | ||
Common stock shares issued | 51,550 | 16,000 |
Common stock par value (in Dollars per share) | $ 0.25 | $ 0.1 |
Total compensation expense (in Dollars) | $ 12,888 | $ 1,600 |
Class A Common Stock [Member] | ||
Equity (Details) [Line Items] | ||
Common stock shares authorized | 100,000,000 | 100,000,000 |
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock shares issued | 81,200,000 | 1,675,550 |
Common stock share outstanding | 1,403,000 | |
Common stock voting rights | one | |
Class B common stock [Member] | ||
Equity (Details) [Line Items] | ||
Common stock share outstanding | 18,800,000 | 18,800,000 |
Common stock voting rights | three | |
Common stock share issued | 18,800,000 |