UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2024
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from ______ to ______.
000-55897
Commission File Number
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.) |
| | |
667 Madison Avenue, 5th Floor, New York, NY | | 10065 |
(Address of principal executive offices) | | (Zip Code) |
212-823-6272
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer | ☐ | Non-accelerated filer | ☒ |
Accelerated filer | ☐ | Smaller reporting company | ☒ |
| Emerging Growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of September 30, 2024, we had 22,506,850 Class A shares; 0 Class B Shares outstanding. Class B shares were converted to Class A shares during Q3 2024
TABLE OF CONTENTS
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
Internet Sciences Inc.
Consolidated Balance Sheets
(Unaudited)
| | September 30, | | | December 31, | |
| | 2024 | | | 2023 | |
| | | | | | |
ASSETS | | | | | | |
Current Assets | | | | | | |
Cash | | | 72,963 | | | | (10 | ) |
Accounts Receivable | | | | | | | | |
Total Current Assets | | | 72,963 | | | | (10 | ) |
Intellectual Property-Software | | | 24,000 | | | | 24,000 | |
Total Assets | | | 96,963 | | | | 23,990 | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS' DEFICIT | | | | | | | | |
| | | | | | | | |
Current Liabilities | | | | | | | | |
Accounts Payable and Accrued Liabilities | | | 122,562 | | | | 93,556 | |
Due to Related Parties | | | 392 | | | | 1,992 | |
Total Current Liabilities | | | 122,954 | | | | 95,549 | |
| | | | | | | | |
Total Liabilities | | | 122,954 | | | | 95,549 | |
| | | | | | | | |
Stockholders' Deficit | | | | | | | | |
Common Stock Class A: 81,200,000 shares designated and 22,506,850 and 3,652,750 issued and outstanding at September 30, 2024 and December 31, 2023, respectively | | | 22,507 | | | | 3,653 | |
Common Stock Class B: 18,800,000 shares designated and 0 and 18,800,000, shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively. Class B was converted to Class A in Q3 2024 | | | | | | | 18,800 | |
Additional Paid in Capital | | | 1,257,492 | | | | 884,041 | |
Accumulated Deficit | | | (1,305,989 | ) | | | (978,052 | ) |
Total Stockholders' Deficit | | | (25,990 | ) | | | (71,558 | ) |
| | | | | | | | |
Non Controlling Interest | | | | | | | | |
Total Stockholders' Deficit | | | (25,990 | ) | | | (71,558 | ) |
| | | | | | | | |
Total Liabilities and Stockholders' Deficit | | | 96,963 | | | | 23,990 | |
See accompanying notes to consolidated financial statements (unaudited)
Internet Sciences Inc.
Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
| | For the Three Months Ended | | | For the Nine Months Ended | |
| | September 30, | | | September 30, | |
| | 2024 | | | 2023 | | | 2024 | | | 2023 | |
| | | | | | | | | | | | |
Revenue | | | | | | | | | 686,165 | | | | |
Cost of Sales | | | (850 | ) | | | | | | (580,486 | ) | | | |
Gross Profit | | | (850 | ) | | | | | | 105,679 | | | | |
| | | | | | | | | | | | | | |
Operating Expenses | | | 16,839 | | | | 910 | | | | 18,499 | | | | 2,695 | |
Professional Fees | | | 1,500 | | | | 3,650 | | | | 11,000 | | | | 36,124 | |
Compensation | | | 23,463 | | | | 19,500 | | | | 47,088 | | | | 48,500 | |
Total Operating Expenses | | | 41,802 | | | | 24,060 | | | | 76,587 | | | | 87,319 | |
| | | | | | | | | | | | | | | | |
Operating Income (Loss) | | | (42,652 | ) | | | (24,060 | ) | | | 29,092 | | | | (87,319 | ) |
| | | | | | | | | | | | | | | | |
Other Income (Loss) | | | (357,029 | ) | | | | | | | (357,029 | ) | | | | |
| | | | | | | | | | | | | | | | |
Net Loss Before Taxes | | | (399,681 | ) | | | (24,060 | ) | | | (327,937 | ) | | | (87,319 | ) |
| | | | | | | | | | | | | | | | |
Income Tax Provision | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | |
Net Income (Loss) | | | (399,681 | ) | | | (24,060 | ) | | | (327,937 | ) | | | (87,319 | ) |
| | | | | | | | | | | | | | | | |
Net Income (Loss) Attributable to: | | | | | | | | | | | | | | | | |
Internet Sciences Inc | | | (399,681 | ) | | | (24,060 | ) | | | (327,937 | ) | | | (87,319 | ) |
Non Controlling Interest | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | |
Comprehensive Income (Loss) | | | (399,681 | ) | | | (24,060 | ) | | | (327,937 | ) | | | (87,319 | ) |
| | | | | | | | | | | | | | | | |
Basic and Diluted Net Income (Loss) | | | (0.01 | ) | | | (0.00 | ) | | | (0.01 | ) | | | (0.00 | ) |
Basic and Diluted Weighted Average Common Shares Outstanding | | | 22,263,597 | | | | 20,569,641 | | | | 22,263,597 | | | | 20,569,641 | |
See accompanying notes to consolidated financial statements (unaudited)
Internet Sciences Inc.
Consolidated Statement of Changes in Stockholders’ Deficit
Three and Nine months ended September 30, 2024 and 2023
(Unaudited)
| | | | | | | | | | | | | | | | | | | | Total | |
| | Common Stock | | | Common Stock | | | | | | Accumulated | | | Shareholders' | |
| | Class A | | | Class B | | | | | | Income | | | Income/ | |
| | Shares | | | Value | | | Shares | | | Value | | | APIC | | | (Deficit) | | | (Deficit) | |
| | | | | | | | | | | | | | | | | | | | | |
Balance December 31, 2023 | | | 3,652,750 | | | | 3,653 | | | | 18,800,000 | | | | 18,800 | | | | 884,041 | | | | (978,052 | ) | | | (71,558 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Compensation | | | 52,500 | | | | 53 | | | | | | | | - | | | | 13,073 | | | | - | | | | 13,125 | |
Net Loss | | | - | | | | - | | | | | | | | - | | | | - | | | | (16,502 | ) | | | (16,502 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance March, 31, 2024 | | | 3,705,250 | | | | 3,706 | | | | 18,800,000 | | | | 18,800 | | | | 897,114 | | | | (994,554 | ) | | | (74,935 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net Profit (Loss) | | | - | | | | - | | | | | | | | - | | | | - | | | | 88,246 | | | | 88,246 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance June 30, 2024 | | | 3,705,250 | | | | 3,706 | | | | 18,800,000 | | | | 18,800 | | | | 897,114 | | | | (906,308 | ) | | | 13,311 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Sale of Common Stock | | | 1,600 | | | | 2 | | | | | | | | - | | | | 3,178 | | | | - | | | | 3,180 | |
Stock Swap Common B to Common A | | | 18,800,000 | | | | 18,800 | | | | (18,800,000 | ) | | | (18,800 | ) | | | 357,200 | | | | - | | | | 357,200 | |
Net Profit (Loss) | | | - | | | | - | | | | | | | | - | | | | - | | | | (399,681 | ) | | | (399,681 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance September 30, 2024 | | | 22,506,850 | | | | 22,507 | | | | | | | | - | | | | 1,257,492 | | | | (1,305,989 | ) | | | (25,990 | ) |
See accompanying notes to consolidated financial statements (unaudited)
Internet Sciences Inc.
Consolidated Statements of Cash Flows
(Unaudited)
| | Nine Months Ended | |
| | September 30 | |
| | 2024 | | | 2023 | |
| | | | | | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | |
Net Income (Loss) | | | (327,937 | ) | | | (87,319 | ) |
Adjustments to reconcile net loss to net cash Used in Operating Activities | | | | | | | | |
Stock Based Compensation | | | 23,463 | | | | 48,500 | |
Changes in Assets and Liabilities | | | 5,543 | | | | (162,446 | ) |
Other Adjustments | | | (171 | ) | | | | |
Net Cash Provided by (Used) in Operating Activities | | | (299,102 | ) | | | (201,265 | ) |
| | | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | |
Cash Used to Acquire IP Asset | | | | | | | (24,000 | ) |
Net Cash Provided by (Used) in Investing Activities | | | | | | | (24,000 | ) |
| | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | |
Proceeds from (Repayment of) Related Party Debt | | | (1,601 | ) | | | 1,327 | |
Proceeds from Sale of Common Stock | | | 16,305 | | | | 223,943 | |
Interest Earned | | | 171 | | | | | |
Non Cash Equity Conversion Loss | | | 357,200 | | | | | |
Net Cash Provided by (Used) in Financing Activities | | | 372,076 | | | | 225,270 | |
| | | | | | | | |
Net Change in Cash for the Period | | | 72,973 | | | | 5 | |
| | | | | | | | |
Cash at Beginning of Period | | | (10 | ) | | | | |
Cash at End of Period | | | 72,963 | | | | 5 | |
| | | | | | | | |
SUPLLEMENTAL CASH FLOW INFORMATION | | | | | | | | |
Cash Paid for Income Taxes | | | | | | | | |
Cash Paid for Interest | | | | | | | | |
See accompanying notes to consolidated financial statements (unaudited)
Internet Sciences Inc.
Notes to Consolidated Financial Statements
For the Nine months ended September 30, 2024 and 2023
(Unaudited)
NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
Internet Sciences Inc. (“ISI” or the “Company”) was originally incorporated as Luxury Trine Digital Media Group, Inc. (“Luxury Trine”) in the State of Delaware on May 20, 2016. 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., which 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, NY, ISI seeks to operate internationally with a global team known for its technological expertise, deep industry knowledge, world-class research and analytical capabilities, and innovative mindset.
ISI seeks to transform corporations, enterprises and government entities by providing best-in-class solutions, rooted in and driven by the technology, data, and organizational strategy required for operational excellence. Our interdisciplinary teams work in close collaboration with clients, helping them to solve their biggest problems utilizing a user-centric, data-driven approach focusing on creating seamless unified experiences across all digital, communication and physical touchpoints.
The Company’s principal place of business is 667 Madison Avenue 5th Floor, New York, NY 10065
Principles of Consolidation
The consolidated financial statements include the following subsidiaries:
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 | % |
Analygence Limited (AL) | | United Kingdom | | | 100 | % |
In September 2020, AL was formed in UK as an extension of IoTICA and as a response to the limitations of travel between the UK and US caused by the COVID-19 pandemic. There were no operations through TDB and AL for the nine months ended September 30, 2024 or 2023. There were no assets and liabilities of TDB and AL as of September 30, 2024 or December 31, 2023.
In the preparation of consolidated financial statements of the Company, intercompany transactions and balances are eliminated in consolidation.
Trine Digital Broadcasting Ltd was dissolved in July 2024 as ISI discontinued its efforts to publish its broadcast software for HBB TV in the United Kingdom. There was no financial impact to ISI from the dissolution.
Foreign Currency
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 subsidiaries translate their assets and liabilities to U.S. dollars using foreign exchange rates which prevailed at the balance sheet date and translate their revenues and expenses using average exchange rates during the period. Gains and losses arising on settlement of foreign currency denominated transactions are included in earnings, while differences arising from translation of balances are included in the other comprehensive income/loss. No foreign currency translation or transactions gains or losses were recognized during the nine months ended September 30, 2024, or 2023 due to the absence of operations in the UK subsidiaries.
Basis of Presentation
The accompanying consolidated financial statements (unaudited) are condensed and have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with US GAAP, have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. The results of operations for the nine months ended September 30, 2024, are not necessarily indicative of the operating results for the full year ended December 31, 2024.
In the opinion of management, all adjustments (consisting of normal recurring items) necessary to present fairly the Company’s financial position, results of operations, and cash flows as of and for the nine months ended September 30, 2024, and 2023, have been made.
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% 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.
Trine Digital Broadcasting Ltd was dissolved in July 2024 as ISI. discontinued its efforts to publish its broadcast software for HBB TV in the United Kingdom. There was no financial impact to ISI from the dissolution.
Prior to its dissolution in July 2024, there were no formal explicit arrangements that required ISI to provide financial support to the VIE, although financial support was implied by the relationship. There were no assets and liabilities of the VIE through its inception through its dissolution. The Company had not provided funding to the VIE and therefore, there have been no operations.
Dissolution of the VIE had no financial impact on the company.
Use of Estimates
The preparation of financial statements in conformity with US 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 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
All highly liquid investments with an original 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 insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of September 30, 2024 and December 31, 2023, 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,” 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 US GAAP 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.
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 the Company’s current assets and liabilities approximate their estimated fair market value based on the short-term maturity of these instruments.
Revenue Recognition
The Company plans to follow the guidance of ASC 606, “Revenue from Contracts with Customers,” and will recognize revenue from the sale of products and services in accordance with the following five criteria:
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 plans to recognize revenue as it transfers control of promised services to its customers. The amount of revenue recognized will reflect the consideration to which the Company expects to be entitled in exchange for these services.
Income Taxes
Income taxes are accounted for under the asset and liability method as prescribed by ASC 740, “Income Taxes.” 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.
ASC 740 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.
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 services received in exchange for an award based on the grant-date fair value of the award.
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, unless the result is anti-dilutive.
Net loss per share for each class of common stock is as follows:
STATEMENT OF EARNINGS PER SHARE | | Nine Months Ended | |
| | September 30 | |
| | 2024 | | | 2023 | |
Net loss per share, basic and diluted | | | (0.01 | ) | | | (0.00 | ) |
Net loss per common shares outstanding: | | | | | | | | |
Common stock - Class A | | | (0.09 | ) | | | (0.05 | ) |
Common stock - Class B | | | (0.02 | ) | | | (0.00 | ) |
Total of Class A and Class B | | | (0.01 | ) | | | (0.00 | ) |
| | | | | | | | |
Weighted average shares outstanding: | | | | | | | | |
Class A common stock | | | 3,463,597 | | | | 1,769,641 | |
Class B common stock | | | 18,800,000 | | | | 18,800,000 | |
Total weighted average shares outstanding | | | 22,263,597 | | | | 20,569,641 | |
In September 2024, the Company’s Board of Directors resolved to convert all of its issued and outstanding Common Stock B shares of 18,800,000 to Common Stock A shares. The intention was to convert the shares on a one-for-one basis with a cost basis for Common Stock B Shares at 2 cents per share. Common Stock B shares and Common Stock A shares had the same par value of .001 cent per share.
Net loss per share with all Common Stock B shares converted to Common Stock A shares is as follows:
STATEMENT OF EARNINGS PER SHARE | | Nine Months Ended | |
| | September 30 | |
| | 2024 | | | 2023 | |
Net loss per share, basic and diluted | | | (0.01 | ) | | | (0.00 | ) |
| | | | | | | | |
Weighted average shares outstanding shares: | | | | | | | | |
Class A common stock | | | 22,263,597 | | | | 20,569,641 | |
For the nine months ended September 30, 2024 and 2023, there were no potentially dilutive securities outstanding.
Software Costs
The Company accounts for software costs in accordance with several accounting pronouncements, including ASC 730, “Research and Development,” ASC 350-40, “Internal-Use Software,” ASC 985-20, “Costs of Computer Software to be Sold, Leased, or Marketed” and ASC 350-50, “Website Development Costs.”
Costs incurred during the period of planning and design, prior to the period determining technological feasibility, for all software developed for use internal and external, has been charged to operations in the period incurred as research and development costs. Additionally, costs incurred after determination of readiness for market have been expensed as research and development.
The Company will capitalize certain costs in the development of our proprietary software (computer software to be sold, leased or licensed) for the period after technological feasibility was determined and prior to our marketing and initial sales. Website development costs are capitalized under the same criteria as our marketed software, and purchased software is capitalized at cost and amortized over its useful life.
Impairment of Long-lived Assets
Long-lived assets, such as fixed assets, software and identifiable intangibles, are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required, impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. We did not recognize any impairment losses for any periods presented.
Related Parties
The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions (see Note 3).
Recent Accounting Pronouncements
The Company has reviewed and 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. As of September 30, 2024, the Company had an accumulated deficit of $1,305,989 and a working capital deficiency of $49,990. For the nine months ended September 30, 2024, the Company had a net loss of $327,937 and cash provided by operating activities of $87,018. 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 these financial statements. The ability of the Company to continue as a going concern is dependent upon initiating sales and obtaining additional capital and financing. The Company plans on raising funds through its planned Initial Public Offering and through a pre-listing private 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.
NOTE 3 – RELATED PARTY TRANSACTIONS
During the nine months ended September 30, 2024, the Company repaid loans from its CEO totaling $5,713 and the CEO had advanced $1,327 to the Company during the nine months ended September 30, 2023.
NOTE 4 – EQUITY
Prior to September 2024 the Company had 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 was entitled to one vote and three votes, respectively, for each such share outstanding in the holder’s name.
In September 2024, the Company’s Board of Directors resolved to convert all of its issued and outstanding Common Stock B shares of 18,800,000 to Common Stock A shares. The intention was to convert the shares on a one-for-one basis with a cost basis for Common Stock B Shares at 2 cents per share. Common Stock B shares and Common Stock A shares had the same par value of .001 cent per share.
Upon conversion, all Common Stock A shares including the converted Common Stock B shares, are entitled to once vote for each share outstanding in the holder’s name.
Common Stock - Class A
Prior to September 30, 2024 (at August 31,2024) and at December 31, 2023, the Company had 3,705,250 and 3,652,750, respectively, shares of common stock-class A issued and outstanding.
In September 2024, the Company’s Board of Directors resolved to convert all of its issued and outstanding Common Stock B shares of 18,800,000 to Common Stock A shares. The intention was to convert the shares on a one-for-one basis with a cost basis for Common Stock B Shares at 2 cents per share.
At September 30, 2024, after all Common Stock B shares were converted to Common Stock A shares, the company had 22,506,850 of common stock A shares issued and outstanding. Had the Common Stock B shares been converted in December of 2023, the Company would have had 22,452,750 of Common Stock A shares issued and outstanding.
In September 2024, the Company’s Board of Directors resolved to sell 3,500 shares of Common Stock A for $2 per share. During the month of September 2024, 1,600 of the 3,500 shares were redeemed at the set price. Because these shares were redeemed at or close to the end of September 2024, and close to quarter end, they were not reflected in the Transfer Agent report provided by Pacific Holdings, the Company’s Transfer Agent of Record at September 30, 2024.
In October of 2024, the Company changed its Transfer Agent from Pacific Holdings to Capital Transfer Agency.
Common Stock - Class B
As of September 30, 2024 and December 31, 2023, the Company had 0 and 18,800,000 shares of common stock-class B issued and outstanding. The issuance of outstanding Common Stock B shares of 18,800,000 occurred at the Company’s inception. Common Stock B shares had a par value of .001 cents per share and each share entitled the shareholder to three votes in Company matters.
In September 2024, the Company’s Board of Directors resolved to convert all of its issued and outstanding Common Stock B shares of 18,800,000 to Common Stock A shares. The intention was to convert the shares on a one-for-one basis with a cost basis for Common Stock B Shares at 2 cents per share.
All Common Stock A shares, including the Converted Common Stock B shares, have a par value of .001 cents per share and each share is entitled to once vote for each share outstanding in the holder’s name.
NOTE 5 – INTELLECTUAL PROPERTY
During the nine months ended September 30, 2024, the Company did not acquire any intellectual property. However in the nine months ended September 2023, the Company did acquire software from a third-party in exchange for 12,000 shares of common stock valued at $2.00 per share for total software cost of $24,000. The Company intends to upgrade and commercialize the software, and estimates the useful life of the software to be 7 years, over which it will amortize it ratably once the software is put in use. No amortization or impairment has been recorded on the software through September 30, 2024.
NOTE 6 – SUBSEQUENT EVENTS
Management has assessed subsequent events from September 30, 2024 through the date the financial statements were issued, and noted the following item requiring disclosure:
In October 2023, the Company changed its Transfer Agent of record from Pacific Holding to Capital Transfer Agency.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Management’s Discussion and Analysis
This section of Form 10-Q includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.
Overview
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.
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 | % |
Analygence Limited (AL) | | United Kingdom | | | 100 | % |
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. 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 667 Madison Avenue, New York, New York 10065
Trine Digital Broadcasting Ltd, based in the UK, was dissolved in July 2024 as ISI. discontinued its efforts to publish its broadcast software for HBB TV in the United Kingdom. There was no financial impact to ISI from the dissolution.
Our Outlook
We are an early-stage company 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 this early stage are subject to significant risks and uncertainties.
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
Nine months ended September 30, 2024, compared to the Nine months ended September 30, 2023
Revenue and Cost of Sales
During the nine months ended September 30, 2024 and September 30, 2023 the company earned revenues of $686,164 and 0, respectively. The cost associated with the revenues earned in the nine months ended September 30, 2024 was $580,486.
Operating Expenses and Loss from Operations
Total operating expenses and profit from operations for the nine months ended September 30, 2024 were $76,587, and $29,092, a decrease of $10,733 and increase of $116,411 from total operating expenses and loss from operations for the comparable nine months ended September 30, 2023. The decrease in Operating Expenses is due primarily to the Company cutting Professional fee expenses. The Professional fees for the nine months ended September 30, 2024 and September 30, 2023 were $11,000 and $36,124, respectively which is a decrease of $25,124. This decrease was partially offset by an increase in General and Administrative expenses which were $18,499 and $2,695 for the nine months September 30, 2024 and September 30, 2023 respectively, which is an increase of $15,803. The increase in General and Administrative expenses is due an increase in the Company’s organization costs as it seeks to be listed on a stock exchange.
Other Income (Expense)
For the nine months ended September 30,2024, the company received $171 in Other income from interest earned. There was no corresponding interest earned for the same period in 2023.
For the nine months ended September 30, 2024, the Company had Other Expenses of $357,200 resulting from a non-cash conversion loss related to the conversion of Common Stock B to Common Stock A. There were no Other Expenses for the same period in 2023. In September 2024, the Company’s Board of Directors made a resolution to convert all of its issued and outstanding Common Stock B shares of 18,800,000 to Common Stock A shares. The intention was to convert the shares on a one-for-one basis with a cost basis for Common Stock B Shares at 2 cents per share.
The conversion of Common B to Common A resulted in a non-cash conversion loss of $357,200 which is the APIC associated with the Common B cost basis of 2 cents per share.
Net Loss and Net Comprehensive Loss
We reported a net loss and net comprehensive loss of $327,937 for the nine months ended September 30, 2024 and a net loss and net comprehensive loss of $24,020 for the nine months ended September 30, 2023. The difference in the net loss for the nine months ended September 30, 2024 as compared to the loss for the nine months ended September 30,2023 is primarily the result of a non-cash conversion loss related to the Conversion of Common Stock B Shares to Common Stock A Shares in the amount of $357,200. The loss is the result of APIC from Common stock B shares which had a cost basis of 2 cents per share.
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 September 30, 2024 and December 31, 2023, we had a cash balance of $72,963 and a credit cash balance of $10 respectively. Our working capital deficit was $49,990 and $70,204 respectively.
The Company is considered to be an early-stage company and had generated revenues for the first time during the nine months ended September 30, 2024. The current sales levels are not sufficient to fund our operating expenses as the company grows. We will need to raise significant additional capital to fund our operating expenses, pay our obligations, and grow our company. We do not anticipate we will be profitable in 2024. 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 provided by operations for the nine months ended September 30, 2024 amounted to $58,098 versus $201,265 used in operations for the same period in 2023. The difference is due to a net gross profit from a sale in Q2 2024 of $105,679. There were no sales in 2023.
Investing Activities
The Company did not engage in any investing activities during the nine months ended September 30, 2024 or 2023.
Financing Activities
Net cash flows provided by financing activities were $14,875 for the nine months ended September 30, 2024, consisting of a $16,305 from the issuance of 54,100 shares of Class A common stock for proceeds of $16,305 and a net decrease in advances from our DRO of $4,302.
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.
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.
Recent Accounting Pronouncements and Adoption of New Accounting Principles
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
None
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.
In connection with this quarterly report, as required by Rule 15d-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company’s management, including our company’s principal executive officer and principal financial officer. Based upon that evaluation, our company’s principal executive officer and principal financial officer concluded that as of September 30, 2024 our disclosure controls and procedures were not effective due to the existence of material weaknesses in our internal controls over financial reporting.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the quarter ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
Currently we are not involved in any pending litigation or legal proceeding.
Item 1A. Risk Factors.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Item 2. Unregistered Sales of Securities and Use of Proceeds.
No shares of common stock were sold or otherwise issued by the Company during the nine months ended September 30, 2024 or subsequently through the date of this filing.
Item 3. Defaults Upon Senior Securities.
None
Item 4. Mine Safety Disclosure.
None
Item 5. Other Information.
None
Item 6. Exhibits.
The following documents are filed as a part of this report or are incorporated by reference to previous filings, if so indicated:
* | Included in Exhibit 31.1 |
** | Included in Exhibit 32.1 |
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 Sciences Inc. | |
| | | |
Date: November 13, 2024 | By: | /s/ Lynda Chervil | |
| | Lynda Chervil | |
| | Director, Chief Executive Officer, President (Principal Executive Officer) and Treasurer | |
| | | |
Date: November 13, 2024 | By: | /s/ Karen Hernandez | |
| | Karen Hernandez | |
| | Chief Financial Officer | |