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 June 30, 2021

 

000-55513

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.)

 

 

 

521 Fifth Ave, 17th Floor, New York, NY

 

10175

(Address of principal executive offices)

 

(Zip Code)

   

212-586 4141

(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

 

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 August 16, 2021 we had 1,387,000 Class A shares; 18,800,000 Class B Shares outstanding.

      

 

 

  

TABLE of CONTENTS

 

TABLE of CONTENTS

 

 

 2

 

 

 

 

 

 

PART I—FINANCIAL INFORMATION

 

 

 

 

 

 

 

 

Item 1.

Financial Statements.

 

 

3

 

Item 2.

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

 

 

13

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

 

 

15

 

Item 4.

Controls and Procedures.

 

 

15

 

 

 

 

 

 

 

PART II—OTHER INFORMATION

 

 

 

 

 

 

 

 

 

Item 1.

Legal Proceedings.

 

 

16

 

Item 1A.

Risk Factors.

 

 

16

 

Item 2.

Unregistered Sales of Securities and Use of Proceeds.

 

 

16

 

Item 3.

Defaults Upon Senior Securities.

 

 

16

 

Item 4.

Mine Safety Disclosure.

 

 

16

 

Item 5.

Other Information.

 

 

16

 

  

 

2

 

 

PART I—FINANCIAL INFORMATION

 

Item 1. Financial Statements.

  

Internet Sciences Inc.

Consolidated Balance Sheets

(Unaudited)

 

 

 

June 30,

 

 

December 31,

 

 

 

2021

 

 

2020

 

ASSETS

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash

 

$-

 

 

$-

 

Total Current Assets

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders' Deficit

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$55,010

 

 

$54,970

 

Accounts payable and accrued liabilities – related party

 

 

20,985

 

 

 

20,985

 

Due to related party

 

 

87,666

 

 

 

85,225

 

Loans payable

 

 

-

 

 

 

881

 

Total Current Liabilities

 

 

163,661

 

 

 

162,061

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

163,661

 

 

 

162,061

 

 

 

 

 

 

 

 

 

 

Stockholders' Deficit

 

 

 

 

 

 

 

 

Common Stock, $0.001 par value 100,000,000 authorized,

 

 

 

 

 

 

 

 

Common Stock Class A, 81,200,000 shares designated, 1,051,000 shares issued and outstanding

 

 

1,051

 

 

 

1,051

 

Common Stock Class B, 18,800,000 shares designated, 18,800,000 shares issued and outstanding

 

 

18,800

 

 

 

18,800

 

Additional paid-in capital

 

 

133,047

 

 

 

133,047

 

Accumulated deficit

 

 

(316,559)

 

 

(314,959)

Total stockholders’ deficit

 

 

(163,661)

 

 

(162,061)

 

 

 

 

 

 

 

 

 

Non-controlling interest

 

 

-

 

 

 

-

 

Total Stockholders' Deficit

 

 

(163,661)

 

 

(162,061)

 

 

 

 

 

 

 

 

 

TOTAL Liabilities and Stockholders' Deficit

 

$-

 

 

$-

 

 

See accompanying notes to consolidated financial statements (unaudited)

    

 
3

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Internet Sciences Inc.

Consolidated Statement of Operations

(Unaudited)

 

 

 

For the Three Months Ended

 

 

For the Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

1,091

 

 

 

61

 

 

 

2,485

 

 

 

3,158

 

Professional fees

 

 

-

 

 

 

1,711

 

 

 

-

 

 

 

2,996

 

Compensation

 

 

-

 

 

 

-

 

 

 

-

 

 

 

5,000

 

Total operating expenses

 

 

1,091

 

 

 

1,772

 

 

 

2,485

 

 

 

11,154

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Loss

 

 

(1,091)

 

 

(1,772)

 

 

(2,485)

 

 

(11,154)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income

 

 

887

 

 

 

-

 

 

 

887

 

 

 

-

 

Interest expense

 

 

-

 

 

 

-

 

 

 

(2 )

 

 

-

 

Total other income (expense)

 

 

887

 

 

 

-

 

 

 

885

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss before taxes

 

 

(204 )

 

 

(1,772)

 

 

(1,600)

 

 

(11,154)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax provision

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

$(204 )

 

$(1,772)

 

 

(1,600)

 

 

(11,154)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss attributable to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Internet Sciences, Inc.

 

 

(204 )

 

 

(1,772)

 

 

(1,600)

 

 

(11,154)

Non-controlling interest

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive Loss

 

$(204 )

 

$(1,772)

 

$(1,600)

 

$(11,154)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share, basic and diluted

 

$(0.00)

 

$(0.00)

 

 

(0.00)

 

 

(0.00)

Basic and Diluted Weighted Average Common Shares Outstanding

 

 

19,851,000

 

 

 

19,714,895

 

 

 

19,851,000

 

 

 

19,764,242

 

   

See accompanying notes to consolidated financial statements (unaudited)

   

 
4

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Internet Sciences Inc.

Consolidated Statement of Changes in Stockholders' Deficit

Three and Six Months Ended June 30, 2021 and 2020

(Unaudited)

 

 

 

Common Stock Class A

 

 

Common Stock Class B

 

 

Additional

Paid-in

 

 

Accumulated

 

 

Non-controlling

 

 

 Total Stockholders’

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Interest

 

 

Deficit

 

Balance - December 31, 2019

 

 

865,000

 

 

$865

 

 

 

18,800,000

 

 

$18,800

 

 

$114,633

 

 

$(276,920)

 

$-

 

 

$(142,622)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common shares for compensation, related party

 

 

50,000

 

 

 

50

 

 

 

-

 

 

 

-

 

 

 

4,950

 

 

 

-

 

 

 

-

 

 

 

5,000

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(9,382)

 

 

-

 

 

 

(9,382)

Balance - March 31, 2020

 

 

915,000

 

 

 

915

 

 

 

18,800,000

 

 

 

18,800

 

 

 

119,583

 

 

 

(286,302)

 

 

-

 

 

 

(147,004)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common shares for cash

 

 

83,000

 

 

 

83

 

 

 

-

 

 

 

-

 

 

 

8,217

 

 

 

-

 

 

 

-

 

 

 

8,300

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,772)

 

 

-

 

 

 

(1,772)

Balance - June 30, 2020

 

 

998,000

 

 

$998

 

 

 

18,800,000

 

 

 

18,800

 

 

 

127,800

 

 

 

(288,074)

 

$-

 

 

$(140,476)

Balance - December 31, 2020

 

 

1,051,000

 

 

$1,051

 

 

 

18,800,000

 

 

$18,800

 

 

$133,047

 

 

$(314,959)

 

$-

 

 

$(162,061)

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,396)

 

 

-

 

 

 

(1,396)

Balance – March 31, 2021

 

 

1,051,000

 

 

 

1,051

 

 

 

18,800,000

 

 

 

18,800

 

 

 

133,047

 

 

 

(316,355)

 

 

-

 

 

 

(163,457)

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(204 )

 

 

-

 

 

 

(204 )

Balance - June 30, 2021

 

 

1,051,000

 

 

$1,051

 

 

 

18,800,000

 

 

$18,800

 

 

$133,047

 

 

$(316,559)

 

$-

 

 

$(163,661)

   

See accompanying notes to consolidated financial statements (unaudited)

    

 
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Internet Sciences Inc.

Consolidated Statements of Cash Flows

(Unaudited)

 

 

 

Six Months Ended

 

 

 

June 30,

 

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

 

$(1,600)

 

$(11,154)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Stock based compensation

 

 

-

 

 

 

5,000

 

Forgiveness of PPP loan

 

 

(887)

 

 

-

 

Changes in current assets and liabilities:

 

 

 

 

 

 

 

 

Prepaid expenses

 

 

-

 

 

 

1,000

 

Accounts payable and accrued liabilities

 

 

46

 

 

 

15

 

Accounts payable and accrued liabilities – related party

 

 

-

 

 

 

4,544

 

Net cash used in operating activities

 

 

(2,441)

 

 

(595 )

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Proceeds from related party

 

 

2,441

 

 

 

2,528

 

Proceeds from issuance of common stock

 

 

-

 

 

 

8,300

 

Repayment to related party

 

 

-

 

 

 

(3,040)

Proceeds from loans

 

 

-

 

 

 

881

 

Net cash provided by financing activities

 

 

2,441

 

 

 

8,669

 

 

 

 

 

 

 

 

 

 

Net change in cash for the period

 

 

-

 

 

 

8,074

 

Cash at beginning of period

 

 

-

 

 

 

21

 

Cash at end of period

 

$-

 

 

$8,095

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

 

 

 

 

 

 

Cash paid for income taxes

 

$-

 

 

$-

 

Cash paid for interest

 

$-

 

 

$-

 

  

See accompanying notes to consolidated financial statements (unaudited)

    

 
6

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NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Nature of Business

 

Internet Sciences Inc. (“ISI” or the “Company”) was originally incorporated as Luxury Trine Digital Media Group, Inc. (“Luxury Trine”) 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 521 Fifth Ave, 17th Floor, New York, NY 10175.

 

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%

Analygence Limited (AL)

 

United Kingdom

 

 

100%

 

The Company’s functional and reporting currency is the United States dollar. The functional currency of TDB and AL is the 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 or balances are included in the other comprehensive income/loss.  No foreign currency translation or transactions gains or losses were recognized during the six months ended June 30, 2021 due to the absence of operations in the UK subsidiaries.

  

In June 2020, AL was formed in UK as an extension of TICA and as a response to the limitations of travel between the UK and US caused by the COVID-19 pandemic. There were no operations through TDB and AL for the six months ended June 30, 2021. There were no assets and liabilities of TDB and AL as of June 30, 2021.

  

In the preparation of consolidated financial statements of the Company, intercompany transactions and balances are eliminated in consolidation.

 

Basis of Presentation

  

The accompanying consolidated financial statements (unaudited) are condensed and have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with US GAAP, have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020. The results of operations for the period ended June 30, 2021 are not necessarily indicative of the operating results for the full year ended December 31, 2021.

     

In the opinion of management, all adjustments (consisting of normal recurring items) necessary to present fairly the Company's financial position, results of operations, and cash flows as of and for the three and six months ended June 30, 2021 and 2020, 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. There are no formal explicit arrangements as of June 30, 2021 that requires ISI to provide financial support to the VIE, although financial support is implied by the relationship. There were no assets and liabilities of the VIE as of June 30, 2021. The Company has not provided funding to the VIE to date, therefore, there have been no operations.

    

 
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Use of Estimates

 

The preparation of financial statements (Unaudited) in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made by management in the accompanying financial statements (Unaudited) include, but are not limited to the fair value of stock based compensation and the deferred tax asset valuation allowance.

 

Cash and Cash Equivalents

 

All highly liquid investments with maturity of three months or less are considered to be cash equivalents. The Company places its cash with 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 June 30, 2021 and December 31, 2020, the Company did not reach bank balances exceeding the FDIC insurance limit.

    

Fair Value of Financial Instruments

 

The Company follows FASB ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements establishes a framework for measuring fair value and expands disclosure about such fair value measurements.

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

 

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.

 

FASB ASC 825-10-25 Fair Value Option expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. The Company did not elect the fair value options for any of its qualifying financial instruments.

 

The carrying amounts reported in the balance sheet for accounts payable, accrued expenses, and loans payable approximate their estimated fair market value based on the short-term maturity of these instruments.

      

 
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Revenue Recognition

 

The Company follows the guidance of the FASB ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”) and recognizes revenue from the sale of products and services following the five steps procedure:

 

Step 1: Identify the contract(s) with customers

Step 2: Identify the performance obligations in 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 recognizes 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.

    

Income Taxes

 

Income taxes are accounted for under the asset and liability method as prescribed by ASC Topic 740: Income Taxes (“ASC 740”). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities, and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance, when in the Company's opinion it is likely that some portion or the entire deferred tax asset will not be realized.

 

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.

  

 
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Net loss per share for each class of common stock is as follows:

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Net loss per share, basic and diluted

 

$(0.00)

 

$(0.00)

 

$(0.00)

 

$(0.00)

Net loss per common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock -Class A

 

$(0.00)

 

$(0.01)

 

$(0.00)

 

$(0.01)

Common stock -Class B

 

$(0.00)

 

$(0.00)

 

$(0.00)

 

$(0.00)

Class A and B combined

 

$(0.00)

 

$(0.00)

 

$(0.00)

 

$(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class A common stock

 

 

1,051,000

 

 

 

914,895

 

 

 

1,051,000

 

 

 

964,242

 

Class B common stock

 

 

18,800,000

 

 

 

18,800,000

 

 

 

18,800,000

 

 

 

18,800,000

 

Total weighted average shares outstanding

 

 

19,851,000

 

 

 

19,714,895

 

 

 

19,851,000

 

 

 

19,764,242

 

   

For six months ended June 30, 2021 and 2020, there were no potentially dilutive securities outstanding.

  

Related Parties

  

The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions (see Note 6).

 

Recent Accounting Pronouncements

 

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

 
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NOTE 2 – GOING CONCERN CONSIDERATIONS

 

The accompanying consolidated financial statements are prepared assuming the Company will continue as a going concern. As of June 30, 2021, the Company had an accumulated deficit of $316,559, a stockholders’ deficit of $163,661 and a working capital deficiency of $163,661. For the six months ended June 30, 2021, the Company had a net loss of $1,600 and cash used in operating activities of $2,441. These matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issue date of 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.

    

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.

 

NOTE 3 – COMMITMENTS AND CONTINGENCIES

 

On July 18, 2019, the Company executed a Business Development and Consulting Agreement for consulting and advisement on business development in regard to securing investors for the Company’s $20 million 506c offering and taking indication of interest for a $50 million S-1 IPO Stock Offering. The duration of the agreement is 36 months. During the year ended December 31, 2019, the Company issued 15,000 share of common stock class A, at $0.10 per share for $1,500 in services rendered with respect to this agreement. While no services were rendered during the six months ended June 30, 2021, the contract has remained in full force and effect.

    

On August 26, 2020, the board of directors approved issuance of 6,000 class A shares of common stock for one year service effective July 22, 2020 to July 22, 2021 to one member of the Company’s advisory board of technology and technicians. During the year ended December 31, 2020, 3,000 shares of common stock for six months services vested at cash base price of $0.10. As of December 31, 2020, 3,000 shares of common stock shall vest during 7th to 12th months service in year 2021. The remaining 3,000 vested on July 22, 2021.

  

NOTE 4 – ACCRUED COMPENSATION

 

During the six months ended June 30, 2020 the Company issued 50,000 shares of common stock -class A for services to the former Chief Operating Officer at $0.10 fair market value for total expense of $5,000. There was no stock-based compensation during the six months ended June 30, 2020.

  

During the year ended December 31, 2020, the Company recorded accrued wages totaling $16,000 owed to the Chief Executive Officer, who also serves as Chairman of the Board of Directors. On July 30, 2021, 160,000 shares of Class A common stock were issued in satisfaction of the accrual. (See Note 8). Total accrual at June 30, 2021 and December 31, 2020 was $20,985.

   

NOTE 5 – LOAN PAYABLE

 

On May 7, 2020, the Company received an $881 loan pursuant to the Paycheck Protection Program established under the Cares Act (the “PPP Loan”). The PPP Loan had a two-year term and bore interest at a rate of 1.0% per annum. Monthly principal and interest payments of $37.09 are deferred for six months after the date of disbursement. The PPP Loan may be prepaid at any time prior to maturity with no prepayment penalties. The PPP Loan contained events of default and other provisions customary for a loan of this type. The PPP Loan may be forgiven if used under program parameters for payroll, mortgage interest and rent expenses.

    

 
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During April 2021, the Company’s Forgiveness Application of the PPP Loan and accrued interest, totaling $887 was approved in full, and the Company had no further obligations related to the PPP Loan. Accordingly, the Company recorded the forgiven amount as a gain on forgiveness of debt.

   

NOTE 6 – RELATED PARTY TRANSACTIONS

 

During the six months ended June 30, 2021 and 2020, the Company received advances from its CEO totaling $2,441 and $2,528, respectively, and repaid $0 and $3,040, respectively. As of June 30, 2021 and December 31, 2020, there was $87,666 and $85,225, respectively, due to the Company’s CEO.

  

NOTE 7 – EQUITY

 

The Company has authorized 100,000,000 shares of common stock, par value of $0.001 per share, with 81,200,000 shares of common stock -class A designated and 18,800,000 shares of common stock -class B designated. Each holder of common stock-class A and common stock-class B is entitled to one vote and three votes, respectively, for each such share outstanding in the holder’s name.

 

Common Stock- class A

 

As of June 30, 2021 and December 31, 2020, the Company had 1,051,000 shares of common stock-class A issued and outstanding with a par value of $0.001 per share.

 

During the six months ended June 30, 2020, the Company issued 50,000 shares of class A common stock to its CEO for $5,000 in services rendered, and 83,000 shares of class A common stock to independent investors for $8,300 in cash. The shares were valued at $0.10 per share.

 

There were no issuances of class A stock during the six months ended June 30, 2021.

 

Common Stock- class B

 

As of June 30, 2021 and December 31, 2020, the Company had 18,800,000 shares of common stock-class B issued and outstanding. There were no issuances of class B stock during the six months ended June 30, 2021.

  

NOTE 8 – SUBSEQUENT EVENTS

 

In July and August, 2021 the Company issued 320,000 shares of Class A shares to its CEO and 16,000 shares to independent contractors for services rendered. The shares were valued at $0.10 per share.

    

Management has assessed subsequent events from June 30, 2021 through the date the financial statements were issued, and noted no additional items requiring disclosure.

    

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

 

Management’s Discussion and Analysis

 

This section of the Form 10-Q includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

    

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

Overview

 

Internet Sciences Inc. (“ISI” or the “Company”) was originally incorporated as Luxury Trine Digital Media Group, Inc. 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 521 Fifth Ave, 17th Floor, New York, NY 10175

 

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

 

Three and Six Months Ended June 30, 2021 Compared to Three and Six Months Ended June 30, 2020

   

Revenue

 

The Company is considered to be an early stage company. There were no revenues generated during the three and six months ended June 30, 2021 and June 30, 2020.

    

 
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Operating Expenses and Loss from Operations

   

Total operating expenses and loss from operations for the three months ended June 30, 2021 were $204 a decrease of $1,568, or approximately 86%, from total operating expenses and loss from operations for the comparable three months ended June 30, 2020 of $1,772. This decrease is primarily attributable to decreased selling, general and administrative expenses and professional fees.

  

Total operating expenses and loss from operations for the six months ended June 30, 2021 were $1,600 a decrease of $9,554, or approximately 86%, from total operating expenses and loss from operations for the comparable six months ended June 30, 2020 of $11,154. This decrease is primarily attributable to decreased selling, general and administrative expenses, professional fees and compensation.

    

Other Income (Expense)

 

There was other income $885 for the three and six months ended June 30, 2021, primarily related to forgiveness of our PPP loan, and no other income or expense for the three and six months ended June 30, 2020.

     

Net Loss

 

We reported a net loss of $204 and $1,600 for the three and six months ended June 30, 2021, respectively, as compared to a net loss of $1,772 and $11,154 for the three and six months ended June 30, 2021 due to the factors noted above.

    

Liquidity and Capital Resources

 

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. At June 30, 2021 we had a cash balance of $0. Our working capital deficit was $163,661 at June 30, 2021.

    

Accrued expenses and accounts payable were $55,010 and $54,970, respectively as of June 30, 2021 and December 31, 2020. Accrued expenses and accounts payable for related party were $20,985 and $20,985, respectively as of June 30, 2021 and December 31, 2020.

    

The Company is considered to be an early stage company and we had no sales during the six months ended June 30, 2021 and 2020. Thus net sales are not sufficient to fund our operating expenses. We will need to raise significant additional capital to fund our operating expenses, pay our obligations, and grow our company. We do not anticipate we will be profitable in 2021. Therefore our operations will be dependent on our ability to secure additional financing. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. If we are successful in securing additional working capital, we intend to increase our marketing efforts to grow our revenues.

  

Operating activities

 

Net cash flows used in operating activities for the six months ended June 30, 2021 amounted to $2,441 and was attributable to our net loss of $1,600, an increase in accounts payable of $46, and forgiveness of PPP loan of $887.  Net cash flows used in operating activities for the six months ended June 30, 2020 amounted to $595 and was attributable to our net loss of $11,154, stock based compensation of $5,000, a decrease in prepaid expenses of $1,000, and increases in accounts payable and accrued liabilities of $15 and accounts payable and accrued liabilities – related party of $4,544.

    

Financing activities

 

Net cash flows provided by financing activities were $2,441 for the six months ended June 30, 2021, consisting of advances from our CEO. Net cash flows provided by financing activities were $8,669 for the six months ended June 30, 2020, consisting of advances from our CEO of $2,528, proceeds from issuance of common stock for $8,300, and PPP loan proceeds of $881, offset by repayments to our CEO of $3,040.

    

Critical Accounting Policies and Estimates

 

Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. These estimates and assumptions are affected by management's applications of accounting policies. Critical accounting policies for our company include revenue recognition and accounting for stock based compensation, use of estimates, and income taxes.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made by management in the accompanying financial statements include, but are not limited to the fair value of stock based compensation and the deferred tax asset valuation allowance.

 

 
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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 June 30, 2021 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 June 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

 
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PART II—OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

Currently we are not involved in any pending litigation or legal proceeding.

 

Item 1A. Risk Factors.

 

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

 

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

 

None

 

Item 3. Defaults Upon Senior Securities.

 

None

 

Item 4. Mine Safety Disclosure.

 

None

 

Item 5. Other Information.

 

None

 

 
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Item 6. Exhibits.

 

The following documents are filed as a part of this report or are incorporated by reference to previous filings, if so indicated:

 

Exhibit No.

 

Description

3.1

 

Articles of Incorporation as previously filed with the SEC on Form 10 on January 25, 2018

3.2

 

By-Laws Inc. as previously filed with the SEC on Form 10 on January 25, 2018

31.1

 

Certification of Chief Executive Officer Pursuant to Rule 13a–14(a) or 15d-14(a) of the Securities Exchange Act of 1934

31.2

 

Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934*

32.1

 

Certification of Chief Executive Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

 

Certification of Chief Financial Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

 

* Included in Exhibit 31.1

 

** Included in Exhibit 32.1

 

 
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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: August 19, 2021

By:

/s/ Lynda Chervil

 

 

 

Lynda Chervil

 

 

 

President, Chief Executive Officer (Principal Executive Officer) and Director

 

  

 
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