0001214659-19-006981.txt : 20191112 0001214659-19-006981.hdr.sgml : 20191112 20191108193517 ACCESSION NUMBER: 0001214659-19-006981 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20191112 DATE AS OF CHANGE: 20191108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNET SCIENCES INC. CENTRAL INDEX KEY: 0001720286 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 812775456 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-229256 FILM NUMBER: 191205379 BUSINESS ADDRESS: STREET 1: 2 GREENWICH OFFICE PARK STREET 2: SUITE 300 CITY: GREENWICH STATE: CT ZIP: 06831 BUSINESS PHONE: 203-542-2850 MAIL ADDRESS: STREET 1: 2 GREENWICH OFFICE PARK STREET 2: SUITE 300 CITY: GREENWICH STATE: CT ZIP: 06831 FORMER COMPANY: FORMER CONFORMED NAME: Luxury Trine Digital Media Group Inc. DATE OF NAME CHANGE: 20171020 FORMER COMPANY: FORMER CONFORMED NAME: Luxury Trine Digital Media Group DATE OF NAME CHANGE: 20171020 S-1/A 1 s117190s1a4.htm AMENDMENT NO. 4

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Amendment No. 4
to

FORM S-1

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

INTERNET SCIENCES INC.

(Exact name of Company as specified in its charter)

 

Delaware   81-2775456
(State or other jurisdiction
of Incorporation)
  (IRS EIN)

 

275 Madison Ave, 6th Floor
New York, New York 10016
Telephone Number 212-880-3750
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Lynda Chervil, CEO

275 Madison Ave, 6th Floor
New York, New York 10016
Telephone Number 212-880-3750
(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

Ronald S. McIntyre

rsm1636@telus.net

(604) 726-0640 (Tel.)

 

 

As soon as practicable after the effective date of this Registration Statement.

(Approximate date of commencement of proposed sale to the public)

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

 

  
 

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. ¨

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. ¨

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. ¨

 

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.

 

Large accelerated filer ¨ Accelerated filer ¨
Non-accelerated filer ¨ Smaller reporting company x
    Emerging growth company x

 

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 to Section 7(a)(2)(B) of the Securities Act. ¨

 

Calculation of Registration Fee
 
Title of Securities To Be Registered 

Proposed Maximum Aggregate

Offering Price (1)(2)

   Registration Fee(2)(3) 
         
Class A Common Stock, $0.001 per share  $590,000   $72.00 
Class B Common Stock, $0.001 per share  $800,000   $97.00 
        $169.00 

 

(1) Pursuant to Rule 416 under the Securities Act, the shares of common stock offered hereby also include an indeterminate number of additional shares of common stock as may from time to time become issuable by reason of stock splits, stock dividends, recapitalizations or other similar transactions.

(2) The Offering price has been estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(a) of the Securities Act and is based upon the Company’s estimate of the value of the Class A Common Stock.

(3) Previously paid.

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

  
 

 

EXPLANATORY NOTE

 

Pursuant to the applicable provisions of the Fixing America’s Surface Transportation Act, we are omitting our unaudited financial statements as of and for each of the nine months ended September 30, 2017 and 2018 because they relate to historical periods that we believe will not be required to be included in the prospectus at the time of the contemplated offering. We intend to amend this registration statement to include all financial information required by Regulation S-X at the date of such amendment before distributing a preliminary prospectus to investors.

 

  
 

 

The information in this Prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission becomes effective. This Prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

 

PRELIMINARY PROSPECTUS

 

SUBJECT TO COMPLETION ON November __, 2019

 

Internet Sciences Inc.

590,000 Shares of Class A Common Stock
800,000 Shares of Class B Common Stock

 

This Prospectus relates to the resale of up to 590,000 shares of our Class A Common Stock, par value $0.001 per share and 800,000 shares of Class B Common Stock $0.001 by selling stockholders. The selling stockholders may sell all or a portion of the shares being offered pursuant to this Prospectus at a fixed price of $5.00 offering until such time as our shares are quoted on the OTC Bulletin Board, OTCQX, or OTCQB.

 

The selling stockholders are underwriters within the meaning of the Securities Act of 1933 (the “Act”) and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Act.

 

Selling Shareholders Selling Price Aggregate Proceeds to Selling Shareholders
590,000 Shares of
Class A Common
Stock
$5.00 $2,950,000
800,000 Shares of
Class B Common
Stock
$5.00 $4,000,000

 

We will not receive any proceeds from the sale of shares of our Class A or B Common Stock by the selling stockholders. We will pay for expenses of this offering, except that the selling stockholders will pay any broker discounts or commissions or equivalent expenses and expenses of its legal counsel applicable to the sale of its shares.

 

Investing in our Common Stock involves a high degree of risk. See “Risk Factors” to read about factors you should consider before buying shares of our Common Stock.

 

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). See “Description of Business” and “Risk Factors.”

 

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

The Date of This Prospectus is: November ____, 2019

 

 3 
 

 

TABLE OF CONTENTS

 

PROSPECTUS SUMMARY 5
RISK FACTORS 7
USE OF PROCEEDS 14
DETERMINATION OF OFFERING PRICE 14
DILUTION 14
SELLING STOCKHOLDERS 14
PLAN OF DISTRIBUTION 15
DESCRIPTION OF SECURITIES TO BE REGISTERED 16
INTEREST OF NAMED EXPERTS AND COUNSEL 17
WHERE YOU CAN FIND MORE INFORMATION 17
DESCRIPTION OF BUSINESS 18
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 22
DESCRIPTION OF PROPERTY 25
EXECUTIVE COMPENSATION 26
LEGAL PROCEEDINGS 27
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S 27
COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 27
CHANGES IN AND DISAGREEMENTS WITH 28
ACCOUNTANT ON ACCOUNTING AND FINANCIAL DISCLOSURE 28
FINANCIAL STATEMENTS AND EXHIBITS F-1
SIGNATURES 31

 

Please read this Prospectus carefully and in its entirety. This Prospectus contains disclosure regarding our business, our financial condition and results of operations and risk factors related to our business and our Common Stock, among other material disclosure items. We have prepared this Prospectus so that you will have the information necessary to make an informed investment decision.

 

You should rely only on information contained in this Prospectus. We have not authorized any other person to provide you with different information. This Prospectus is not an offer to sell, nor is it seeking an offer to buy, these securities in any state where the offer or sale is not permitted. The information in this Prospectus is complete and accurate as of the date on the front cover, but the information may have changed since that date.

 

The Registration Statement containing this Prospectus, including the exhibits to the Registration Statement, provides additional information about our Company and the Common Stock offered under this Prospectus. The Registration Statement, including the exhibits and the documents incorporated herein by reference, can be read on the Securities and Exchange Commission website or at the Securities and Exchange Commission offices mentioned under the heading “Where You Can Find More Information.”

 

 4 
 

 

PROSPECTUS SUMMARY

 

This summary highlights selected information contained elsewhere in this Prospectus. It does not contain all the information that you should consider before investing in the Common Stock. You should carefully read the entire Prospectus, including “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Financial Statements, before making an investment decision. In this Prospectus, the terms “Internet Sciences” “Company,” “Registrant,” “we,” “us” and “our” refer to Internet Sciences, a Delaware Corporation.

 

Our Business

 

Internet Sciences Inc. (“ISI” or the “Company”), formerly known as Luxury Trine Digital Media Group Inc., is a development stage emerging diversified information and communications technology company specializing in cutting-edge digital transformation services, including new-media technology; telecommunication and network carrier services; IoT-enabled solutions; and managed ICT, managed cloud services, data centers and co-location services.

 

Founded in 2016, and based in New York, N.Y., ISI seeks to operate internationally with a global team known for its technological expertise, deep industry knowledge, world-class research and analytical capabilities, and innovative mindset.

 

ISI seeks to transform corporations, enterprises and government entities by providing best-in-class solutions, rooted in and driven by the technology, data, and organizational strategy required for operational excellence. Our interdisciplinary teams work in close collaboration with clients, helping them to solve their biggest problems utilizing a user-centric, data-driven approach focusing on creating seamless unified experiences across all digital, communication and physical touchpoints.

 

Implications of Being an Emerging Growth Company

 

We qualify as an emerging growth company as that term is used in the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

 

  A requirement to have only two years of audited financial statements and only two years of related MD&A;
     
  Exemption from the auditor attestation requirement in the assessment of the emerging growth company’s internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX”);
     
  Reduced disclosure about the emerging growth company’s executive compensation arrangements; and
     
  No non-binding advisory votes on executive compensation or golden parachute arrangements.

 

We have already taken advantage of these reduced reporting burdens in this Prospectus, which are also available to us as a smaller reporting company as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Act”) for complying with new or revised accounting standards. We have elected to take advantage of the extended transition period for complying with new or revised accounting standards, which allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements contained in this Form S-1 may not be comparable to companies that comply with public company effective dates. The existing scaled executive compensation disclosure requirements for smaller reporting companies will continue to apply to our filings for so long as our Company is an emerging growth company, regardless of whether the Company remains a smaller reporting company.

 

We could remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our Common Stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

 

 5 
 

 

The Offering

 

Common Stock offered by

selling stockholders

  This Prospectus relates to the resale of 590,000 shares of our Class A Common Stock. and 800,000 shares of Class B Common Stock.
     

Common Stock outstanding

before the Offering

  590,000 shares of Class A Common Stock and 800,000 shares of Class B common Stock, both as of June 1, 2019.
     

Common Stock outstanding

after the Offering

  590,000 shares of Class A Common Stock and 800,000 shares of Class B Common Stock
     

Terms of the Offering

 

  The selling stockholders will determine when and how they will sell the Class A and B Common Stock offered in this Prospectus. The prices at which the selling stockholders may sell the shares of Class A and B Common Stock in this Offering will be determined by the prevailing market price for the shares of Class A and B Common Stock or in negotiated transactions.
     
Termination of the Offering   The Offering will conclude upon such time as all of the Class A and B Common Stock has been sold pursuant to the Registration Statement.
     
Trading Market   Our Class A and B Common Stock are not traded on any market.
     
Use of proceeds   The Company is not selling any shares of the Class A or B Common Stock covered by this Prospectus. As such, we will not receive any of the Offering proceeds from the registration of the shares of Class A and B Common Stock covered by this Prospectus. See “Use of Proceeds.”
     
Risk Factors   The Class A and B Common Stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of his/her/its entire investment. See “Risk Factors”.

 

Special Note Regarding Forward-Looking Statements

 

The information contained in this Prospectus, including in the documents incorporated by reference into this Prospectus, includes some statements that are not purely historical and that are “forward-looking statements.” Such forward-looking statements include, but are not limited to, statements regarding our management’s expectations, hopes, beliefs, intentions and/or strategies regarding the future, including our financial condition and results of operations. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “would” and similar expressions, or the negatives of such terms, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

 

The forward-looking statements contained in this Prospectus are based on current expectations and beliefs concerning future developments and the potential effects on the parties and the transaction. There can be no assurance that future developments actually affecting us will be those anticipated. These that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including the following forward-looking statements involve a number of risks, uncertainties (some of which are beyond the parties’ control) or other assumptions.

 

 6 
 

 

RISK FACTORS

 

The risks and uncertainties described below are not the only ones facing the Company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of the following risks actually occur, our business could be materially adversely affected. In such case, the Company may not be able to proceed with its planned operations and your investment may be lost entirely.

 

An investment in our securities is highly speculative and subject to a high degree of risk. Only those who can bear the risk of the entire loss of their investment should participate. Prospective investors should carefully consider the following factors, among others, prior to making an investment in the Securities described herein.

 

There is no trading market in our Class A or B Common Stock. There can be no assurance that a trading market in our Class A or B Common Stock or other securities will develop, or if such a market develops, that it will be sustained.

 

AS SUCH, INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME AND MUST BE ABLE TO WITHSTAND A TOTAL LOSS OF THEIR INVESTMENT.

 

THE RISKS AND UNCERTAINTIES DESCRIBED BELOW ARE NOT THE ONLY ONES WE FACE. ADDITIONAL RISKS AND UNCERTAINTIES NOT PRESENTLY KNOWN TO US OR THAT WE CURRENTLY DEEM IMMATERIAL MAY ALSO IMPAIR OUR BUSINESS OPERATIONS. IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCUR, OUR BUSINESS COULD BE MATERIALLY ADVERSELY AFFECTED. IN SUCH CASE, WE MAY NOT BE ABLE TO PROCEED WITH ITS PLANNED OPERATIONS AND YOUR INVESTMENT MAY BE LOST ENTIRELY.

 

RISKS ASSOCIATED WITH THE COMPANY’S PROSPECTIVE BUSINESS AND OPERATIONS:

 

We do not have sufficient capital to implement our business strategy.

 

We lack working capital to continue operations. We will need approximately $20 million during the next 3 months to implement our business plan. While management has had discussions with several investment bankers and underwriters, the Company has no firm commitment and has not signed any type of underwriting agreement. As such, there can be no assurance that we will secure sufficient funding to implement our business plan.

 

We have no commitment for additional funding.

 

We have no commitment for additional funding. We may attempt to secure working capital through either a debt or equity offering. We may also seek to secure financing from an institutional investor. There can be no assurance that we will be able to secure institutional financing or if available, will be available on terms acceptable to the Company.

 

We have had limited operations to date.

 

We have limited operations to date and no funds to finance ongoing operations. As a result, it will be difficult for you to evaluate our potential future performance without the benefit of an established track record. We may encounter unanticipated problems implementing our business plan, which may have a material adverse effect on our results of operations. Accordingly, no assurance can be given that we will be successful in implementing our business strategy or that we will be successful in achieving our objective. Our prospects for success must be considered in the context of a new company with limited resources in a highly competitive industry. As a result, investors may lose their entire investment.

 

 7 
 

 

We may not be able to operate our business successfully or generate sufficient cash flows to meet our operational requirements

 

Our revenues may not be sufficient to meet our cash flow requirements. As a result, we may not be able to implement our business strategies, expansion plans. There is no commitment for additional equity or debt financing. Even if we were to obtain funding, there can be no assurance that it will be available on terms acceptable to the Company.

 

WE WILL NEED TO RAISE ADDITIONAL CAPITAL TO MEET OUR FUTURE BUSINESS REQUIREMENTS AND SUCH CAPITAL RAISING MAY BE COSTLY OR DIFFICULT TO OBTAIN AND COULD DILUTE CURRENT STOCKHOLDERS’ OWNERSHIP INTERESTS.

 

We will require a significant capital infusion to implement our business model We do not have any firm commitments or other identified sources of additional capital from third parties or from our officer and director or from other shareholders. There can be no assurance that additional capital will be available to us, or that, if available, it will be on terms satisfactory to us. Any additional financing will involve dilution to our existing shareholders. If we do not obtain additional capital on terms satisfactory to us, or at all, it may cause us to delay, curtail, scale back or forgo some or all of our business operations, which could have a material adverse effect on our business and financial results and investors would be at risk to lose all or a part of any investment in our Company.

 

WE ARE DEPENDENT UPON OUR CEO FOR HER SERVICES AND ANY INTERRUPTION IN HER ABILITY TO PROVIDE HER SERVICES COULD CAUSE US TO CEASE OPERATIONS.

 

The loss of the services of Ms. Lynda Chervil, our CEO, Chairman and President, could have a material adverse effect on us. We do not maintain any life insurance on Ms. Chervil. The loss of Ms. Chervil’s services could cause investors to lose all or a part of their investment. Our future success will also depend on our ability to attract, retain and motivate other highly skilled employees. Competition for personnel in our industry is intense. We may not be able to assimilate or retain highly qualified employees now or in the future. If we do not succeed in attracting new personnel or retaining and motivating our current personnel, our business will be adversely affected.

 

OUR FUTURE SUCCESS WILL DEPEND ON OUR ABILITY TO GENERATE AND INCREASE REVENUES.

 

We operate in a highly competitive market and face numerous risks and uncertainties in achieving both the ability to generate and increase revenues. In order to drive revenues for our business, we must successfully:

 

  Deploy, implement and execute a marketing plan for client acquisition and retention, to attract corporations and individuals to our services;
  Acquire digital information and communications companies; co-location comm tech data analytics
  Attract and retain qualified personnel from our competitors with experience and expertise to serve in various capacities, including sales and marketing positions; and

 

 8 
 

 

  Invest in software technologies that will enable our company to build scalability with the ability to continue to function well with changes in size and volume of our audiences to meet their needs.

 

If we are not successful in the execution of these strategies, our business, results of operations and financial condition will be materially adversely affected.

 

THERE IS NO ASSURANCE OUR FUTURE OPERATIONS WILL RESULT IN PROFITABLE OPERATIONS. IF WE CANNOT GENERATE SUFFICIENT REVENUES TO OPERATE PROFITABLY OR WE ARE UNABLE TO RAISE ADDITIONAL FUNDS, THIS MAY DECREASE SHAREHOLDER VALUE OR CAUSE US TO CEASE OPERATIONS.

 

We expect to incur operating losses in future periods as we develop our various business, We cannot be sure that we will be successful in generating revenues in the future. If we are unable to generate sufficient revenues or raise additional funds, our business will be adversely affected and our shareholders may lose their investment.

 

WE FACE INTENSE COMPETITION FROM OTHER PROVIDERS.

 

We compete with many providers of information and communications technology companies specializing in cutting-edge digital transformation services, including new-media technology; telecommunication and network carrier services; IoT-enabled solutions; and managed ICT, data center and co-location services, Artificial Intelligence and Big Data Analytics consulting services. Because our market poses no substantial barriers to entry, we expect this competition to continue to intensify. The types of companies with which we compete and challenge include:

 

Larger information communication technology and telecommunications companies;
start-up companies entering the market;
changes in our competitors’ strategies and tactics to which we may not be able to adequately respond.

 

Many of our existing competitors, as well as many of our potential competitors, have longer operating histories, greater name recognition, larger customer bases and significantly greater financial, technical and marketing resources than we do.

 

Many of our competitors will be able to respond more quickly to new or emerging technologies and changes in the industry or to devote greater resources to the development, promotion and sale of their services than we can. Competitors may be more able to launch extensive marketing campaigns and enhance their visibility in the market. In addition, current and prospective competitors may establish cooperative relationships among themselves or with third parties to improve their ability to address the needs of our existing and prospective customers. If these events occur, they could have a materially adverse effect on our revenue. Increased competition could also result in price reductions, reduced margins or loss of market share.

 

 9 
 

 

Our ability to compete may depend upon factors outside of our control

 

Factors outside of our control which may inhibit the ability to implement our business strategy and profitably operate the Company include:

 

the prices of our competitor’s services;
the ability of competitors to launch extensive marketing campaigns;
changes in consumer behavior;
changes in the global economy;
changes within the media, technology and telecommunications business sectors of the global economy.

 

In order to remain competitive, we must have the ability to respond promptly and efficiently to the ever-changing marketplace. We will have to adapt by revamping our own strategies and tactics to adequately respond in changing competitive business climates.

 

IF WE DO NOT SUCCESSFULLY ESTABLISH AND MAINTAIN OUR COMPANY AS A HIGHLY TRUSTED AND RESPECTED NAME OR ARE UNABLE TO ATTRACT AND RETAIN CLIENTS, WE COULD SUSTAIN LOSS OF REVENUES, WHICH COULD SIGNIFICANTLY AFFECT OUR BUSINESS.

 

In order to attract and retain a client base and increase business, we must establish, maintain and strengthen our name and the services we provide. To be successful in establishing our reputation, clients must perceive us as a trusted source for quality services. If we are unable to attract and retain clients with our current marketing plans, we may not be able to successfully establish our name and reputation, which could significantly affect our business, financial condition and results of operations.

 

WE MAY NOT BE SUCCESSFUL IN INCREASING OUR BRAND AWARENESS WHICH WOULD ADVERSELY AFFECT OUR BUSINESS.

 

Our future success will depend, in part, on our ability to increase the brand awareness of our service offerings. If our marketing efforts are unsuccessful or if we cannot increase our brand awareness, our business, financial condition and results of operations would be materially adversely affected.

 

OUR BUSINESS COULD BE ADVERSELY AFFECTED BY A DOWNTURN IN THE ECONOMY.

 

We are relying on the demand of businesses and in the stability of economic markets to generate revenues.

 

OUR BUSINESS WOULD BE ADVERSELY AFFECTED IF WE ARE NOT ABLE TO CREATE AND DEVELOP AN EFFECTIVE WORKFORCE.

 

A significant component to our growth strategy is attracting and retaining qualified, creative, innovative and experienced personnel. Our business would be adversely affected if we were unable to succeed in developing an effective workforce. We currently do not employ a workforce capable of generating revenue.

 

RAPID CHANGES IN TECHNOLOGY COULD IMPACT OUR ABILITY TO COMPETE.

 

Rapid changes in technology could affect our ability to compete for business customers. The technology used to deliver communications services has changed rapidly in the past and will likely continue to do so in the future. If we are unable to keep up with such changes, we may not be able to offer competitive services to our business customers. This could adversely affect our ability to compete for business customers, which, in turn, would adversely affect our results of operations and financial condition.

 

 10 
 

 

PAYMENTS FOR TARIFFS MAY ADVERSELY AFFECT OUR BUSINESS.

 

In certain markets where we provide services to businesses, we may pay a significant portion for our network capacity from certain platforms and verticals. These platforms may compete directly with us for customers. The prices for platform services are contained in either tariffs, interconnection agreements, or negotiated contracts. Terms, conditions and pricing for tariff services may be changed, but they must be approved by the appropriate regulatory agency before they go into effect.

 

DISRUPTIONS AND NETWORK CONGESTION MAY CAUSE US TO LOSE CUSTOMERS AND INCUR ADDITIONAL COSTS.

 

Disruptions and congestion in our networks and infrastructure may cause us to lose customers and incur additional expenses.

 

Our customers will depend on reliable service over various networks. Some of the risks to our network infrastructure include physical damage to lines, security breaches, capacity limitations, power surges or outages, software defects and disruptions beyond our control, such as natural disasters and acts of terrorism. From time to time in the ordinary course of business, we will experience disruptions in our service due to factors such as cable damage, inclement weather and service failures in our third-party service providers. Additionally, we could face disruptions due to capacity limitations because of changes in our customers’ high-speed Internet usage patterns. These patterns have changed in recent years, for example through the increased usage of video and streaming, resulting in a significant increase in the utilization of our network.

 

We could experience more significant disruptions in the future. Disruptions may cause interruptions in service or reduced capacity for customers, either of which could cause us to lose customers or incur additional expenses or capital expenditures. Such results could adversely affect our results of operations and financial condition.

 

Disruptions in our data centers could cause service interruptions for customers. If a disruption occurs in one of our data centers, our customers could lose access to information critical to running their businesses, which could result in a loss of customers. We may also incur significant operating or capital expenditures to restore service. Thus, disruptions could affect our results of operations and financial condition.

 

A CHANGING REGULATOY ENVIRONMENT CAN AFFECT OUR OPERATIONS.

 

Future revenues, costs, and capital investment in our platform could be adversely affected by material changes to, or decisions regarding applicability of government requirements, including, but not limited to, state and federal USFi support and other pricing and requirements. Federal and state communications laws may be amended in the future, and other laws may affect our business. In addition, certain laws and regulations applicable to us and our competitors may be, and have been, challenged in the courts and could be changed at any time. We cannot predict future developments or changes to the regulatory environment or the impact such developments or changes would have.

 

 11 
 

 

In addition, these regulations could result in significant compliance costs. Delays in obtaining certifications and regulatory approvals could result in substantial legal and administrative expenses and additionally, conditions imposed in connection with such approvals could adversely affect the rates that we are able to charge our customers. Our business also may be affected by legislation and regulations imposing new or greater obligations related to, for example, assisting law enforcement, bolstering homeland and cyber-security, protecting intellectual property rights of third parties, minimizing environmental impacts, protecting customer privacy, or addressing other issues that affect our business.

 

WE MAY BE SUBJECT TO INTELLECTUAL PROPERTY CLAIMS.

 

We may need to defend ourselves against lawsuits or claims that we infringe upon the intellectual property rights of others.

 

From time to time, we may receive notices from third parties, or we may be named in lawsuits filed by third parties, claiming we have infringed or are infringing upon their intellectual property rights. We may receive similar notices or be involved in similar lawsuits in the future. In certain situations, we may have the ability to seek indemnification from our vendors regarding these lawsuits or claims. If we cannot enforce our indemnification rights or if our vendors lack the financial means to indemnify us, these claims may require us to expend significant time and money defending our alleged use of the affected technology, may require us to enter into licensing agreements requiring one-time or periodic royalty payments that we would not otherwise have to pay, or may require us to pay damages. If we are required to take one or more of these actions, it may result in an adverse impact to our results of operations and financial condition. In addition, in responding to these claims, we may be required to stop selling or redesign one or more of our products or services, which could adversely affect the way we conduct our business.

 

WE MAY NOT BE ABLE TO SUCCESSFULLY MANAGE OUR GROWTH.

 

We could experience growth over a short period, which could put a significant strain on our managerial, operational and financial resources. We must implement and constantly improve our certification processes and hire, train and manage qualified personnel to manage such growth. As part of this growth, we may have to implement new operational and financial systems and procedures and controls to expand, train and manage our employees, especially in the areas of marketing and technology. If we fail to develop and maintain our services and processes as we experience our anticipated growth, demand for our services and our revenues could decrease.

 

OUR INABILITY TO GENERATE SIGNIFICANT REVENUES TO DATE RAISES DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

 

We have nominal revenues to date and will need a significant capital infusion to implement our business plan. As a result, our Independent Registered Public Accounting Firm has expressed substantial doubt about the Company’s ability to continue as a going concern in their report to the financial statements included in the registration statement.

 

 12 
 

 

BECAUSE WE HAVE NOT IMPLEMENTED OUR BUSINESS MODEL, WE HAVE NOT PROVEN OUR ABILITY TO GENERATE REVENUES OR PROFITS, AND ANY INVESTMENT IN THE COMPANY IS RISKY.

 

We have very little meaningful operating history so it will be difficult for you to evaluate an investment in our stock. We have not sold any of our products to date. Our Independent Registered Public Accounting Firm have expressed substantial doubt about our ability to continue as a going concern. We cannot assure that we will ever be profitable. As a result, investors will bear the risk of complete loss of their investment in the event we are not successful.

 

WE WILL INCUR INCREASED COSTS AS A RESULT OF BECOMING A PUBLIC COMPANY.

 

Following the filing of this Registration Statement we will become a mandatory filer with the Securities and Exchange Commission. As a public company, we will incur significant legal, accounting, consulting and other expenses that we did not incur as a private company. We will incur costs associated with our public company reporting requirements.

 

THERE IS CURRENTLY NO MARKET FOR OUR COMMON STOCK, AND WE DO NOT EXPECT THAT A MARKET WILL DEVELOP IN THE FORESEEABLE FUTURE MAKING AN INVESTMENT IN OUR COMMON STOCK ILLIQUID.

 

There is currently no market for our common stock. We do not expect that a market will develop in the foreseeable future. The lack of a market may impair the ability to sell shares at the time investors wish to sell them or at a price considered to be reasonable. In the event that a market develops, we expect that it would be extremely volatile.

 

WE DO NOT ANTICIPATE DIVIDENDS TO BE PAID ON OUR COMMON STOCK AND INVESTORS MAY LOSE THE ENTIRE AMOUNT OF THEIR INVESTMENT.

 

A dividend has never been declared or paid in cash on our common stock and we do not anticipate such a declaration or payment for the foreseeable future. We expect to use future earnings, if any, to fund business growth. Therefore, stockholders will not receive any funds absent a sale of their shares. We cannot assure stockholders of a positive return on their investment when they sell their shares nor can we assure that stockholders will not lose the entire amount of their investment.

 

OUR CHIEF EXECUTIVE OFFICER AND MAJORITY STOCKHOLDER MAY SIGNIFICANTLY INFLUENCE MATTERS TO BE VOTED ON AND HER INTERESTS MAY DIFFER FROM, OR BE ADVERSE TO, THE INTERESTS OF OUR OTHER STOCKHOLDERS.

 

The Company’s executive officer and majority stockholder controls 99% of our outstanding common stock. Accordingly, the Company’s executive officer and majority stockholder possess significant influence over the Company on matters submitted to the stockholders for approval, including the election of directors, mergers, consolidations, the sale of all or substantially all our assets, and also the power to prevent or cause a change in control. This amount of control gives them substantial ability to determine the future of our Company, and as such, they may elect to close the business, change the business plan or make any number of other major business decisions without the approval of shareholders. The interest of our majority stockholders may differ from the interests of our other stockholders and could therefore result in corporate decisions that are averse to other stockholders.

 

 13 
 

 

USE OF PROCEEDS

 

We will not receive any proceeds from the sale of shares of our Class A or B Common Stock by the selling stockholders.

 

We will pay for expenses of this offering, except that the selling stockholders will pay any broker discounts or commissions or equivalent expenses and expenses of its legal counsel applicable to the sale of its shares.

 

DETERMINATION OF OFFERING PRICE

 

The selling stockholders may sell their shares at a fixed price of $5.00 offering until such time as our shares are quoted on the OTC Bulletin Board, OTCQX, or OTCQB.

 

DILUTION

 

The sale of our Class A or B Common Stock by the selling stockholders will not have a dilutive impact on our stockholders.

 

SELLING STOCKHOLDERS

 

This Prospectus relates to the resale of up to 590,000 shares of our Class A Common Stock and 800,00 shares of our Class B Common Stock, by the selling stockholders. The selling stockholders may offer and sell, from time to time, any or all of shares of our Class A and B Common Stock.

 

The following table sets forth certain information regarding the beneficial ownership of shares of Class A and B Common Stock by the selling stockholders as of January 11, 2019 and the number of shares of our Class A and B Common Stock being offered pursuant to this Prospectus. The selling stockholders have sole voting and investment powers over their shares.

 

Because the selling stockholders may offer and sell all or only some portion of the 590,000 shares of our Class A Common Stock or of the 800,000 shares of our Class B Common Stock being offered pursuant to this Prospectus, the numbers in the table below representing the amount and percentage of these shares of our Class A and B Common Stock that will be held by the selling stockholders upon termination of the offering are only estimates based on the assumption that the selling stockholders will sell all of their shares of our Class A or B Common Stock being offered in the offering.

 

Ms. Chervil has been an officer, director and majority stockholder since inception.

 

To our knowledge, the selling stockholders are not a broker-dealer or an affiliate of a broker-dealer. We may require the selling stockholders to suspend the sales of the shares of our Class A and B Common Stock being offered pursuant to this Prospectus upon the occurrence of any event that makes any statement in this Prospectus or the related registration statement untrue in any material respect or that requires the changing of statements in those documents in order to make statements in those documents not misleading.

 

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Name of selling
stockholders
  Class A or B Shares
Owned by selling
stockholders before the
Offering(1)
   Total Class A or
B Shares Offered
in the Offering
   Number of Class A or B Shares to Be
Owned by selling stockholders After the
Offering and Percent of Total Issued and
Outstanding Class A or B Shares(1)(2)
 
           # of Class A Shares   % of Class 
Lynda Chervil   495,000    495,000    0    0%
    800,000    800,000    0    0%
Jennifer Buzzelli   10,000    10,000    0    0%
Mark L. Deutsch   10,000    10,000    0    0%
Myron Gould   10,000    10,000    0    0%
Aude Soichet   20,000    20,000    0    0%
Alan D. Swersky   5,000    5,000    0    0%
Roger M. Young   5,000    5,000    0    0%
Hiromi Ishizu   10,000    10,000    0    0%
Bart L. Fooden   25,000    25,000    0    0%

 

(1) All shares are Class A Common Stock except for 800,000 shares owned by Mr. Chervil that are Class B Common Stock. Beneficial ownership is determined in accordance with Securities and Exchange Commission rules and generally includes voting or investment power with respect to shares of Common Stock. Shares of Class A and B Common Stock subject to options and warrants currently exercisable, or exercisable within 60 days, are counted as outstanding for computing the percentage of the person holding such options or warrants but are not counted as outstanding for computing the percentage of any other person.

(2) We have assumed that the selling stockholders will sell all of the shares being offered in this offering. Lynda Chervil will continue to own 18,000,000 shares of Class B Common Stock.

 

PLAN OF DISTRIBUTION

 

This Prospectus relates to the resale of up to 590,000 shares of our Class A Common Stock and 800,000 shares of Class B Common Stock. The selling stockholders may, from time to time sell any or all of their shares of Class A or B Common Stock on any market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling stockholders may use any one or more of the following methods when selling shares:

 

  ordinary brokerage transactions and transactions in which the broker-dealer solicits the purchaser;
     
  block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal;
     
  purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
     
  an exchange distribution in accordance with the rules of the applicable exchange;
     
  privately negotiated transactions;
     
  broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;
     
  a combination of any such methods of sale; and
     
  any other method permitted pursuant to applicable law.

 

The selling stockholders may also sell securities under Rule 144 under the Securities Act of 1933, if available, rather than under this Prospectus.

 

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Broker-dealers engaged by the selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.

 

The selling stockholders are underwriters within the meaning of the Securities Act of 1933 and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act of 1933 in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act of 1933. We are required to pay certain fees and expenses incurred by us incident to the registration of the securities.

 

The selling stockholders will be subject to the Prospectus delivery requirements of the Securities Act of 1933 including Rule 172 thereunder.

 

The shares of the Class A and B Common Stock will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

 

Under applicable rules and regulations under the Securities Exchange Act of 1934, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the Class A and B Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the selling stockholders will be subject to applicable provisions of the Securities Exchange Act of 1934 and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of securities of the Class A and B Common Stock by the selling stockholders or any other person. We will make copies of this Prospectus available to the selling stockholders and will inform it of the need to deliver a copy of this Prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act of 1933).

 

DESCRIPTION OF SECURITIES TO BE REGISTERED

 

The Company is authorized to issue 100,000,000 shares of capital stock of which 81,200,000 shall be designated Class A Common Stock at $0.001 par value and 18,800,000 shares be designated Class B Common Stock at $0.001 par value.

 

The powers, preferences and rights of the Class A Common Stock and Class B Common Stock and the qualification, limitations and restrictions thereof, are in all respects identical except that each Class A Common Stock has one vote per share on all matters brought to a vote of the shareholders and holders of our Class B Common Stock have three votes per share on all matters brought to a vote of the shareholders.

 

 16 
 

 

The future issuance of all or part of its remaining authorized common stock may result in substantial dilution in the percentage of its common stock held by its then existing stockholders. The Company may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by the Company’s investors, and might have an adverse effect on any trading market for the Class A and B Common Stock that may develop.

 

No stockholder has any preemptive right or other similar right to purchase or subscribe for any additional securities issued by us, and no stockholder has any right to convert the common stock into other securities. No shares of common stock are subject to redemption or any sinking fund provisions. All the outstanding shares of our common stock are fully paid and non-assessable. Our shareholders of common stock are entitled to dividends when, as and if declared by our board from funds legally available therefore and, upon liquidation, to a pro-rata share in any distribution to shareholders. We do not anticipate declaring or paying any cash dividends on our common stock in the foreseeable future.

 

INTEREST OF NAMED EXPERTS AND COUNSEL

 

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

 

BlackCastle Strategies, our independent legal counsel, has provided an opinion on the validity of our Class A common stock and Class B Common Stock.

 

Ahmed & Associates CPA P.C. has audited our financial statements included in this prospectus and registration statement to the extent and for the periods set forth in their audit report. Ahmed & Associates CPA P.C. has presented their report with respect to our audited financial statements. The report of Ahmed & Associates CPA P.C. is included in reliance upon their authority as experts in accounting and auditing.

 

WHERE YOU CAN FIND MORE INFORMATION

 

We filed this Registration Statement on Form S-1 with the SEC under the Act with respect to the Class A and B Common Stock offered by selling stockholders in this Prospectus. This Prospectus, which constitutes a part of the Registration Statement, does not contain all of the information set forth in the Registration Statement or the exhibits and schedules filed therewith. For further information with respect to us and our Class A and B Common Stock, please see the Registration Statement and the exhibits and schedules filed with the Registration Statement. Statements contained in this Prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the Registration Statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the Registration Statement. The Registration Statement, including its exhibits and schedules, may be inspected without charge at the public reference room maintained by the SEC, located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549, and copies of all or any part of the Registration Statement may be obtained from such offices upon the payment of the fees prescribed by the SEC. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. The SEC also maintains an Internet website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the site is www.sec.gov.

 

 17 
 

 

DESCRIPTION OF BUSINESS

 

Internet Sciences Inc. (“ISI” or the “Company”) was incorporated 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.

 

The Company’s principal place of business is located at 275 Madison Ave, 6th Floor, New York, New York 10016.

 

OVERVIEW

 

Luxury Trine Digital Media Group, Inc. (“Luxury Trine” or the “Company”) was incorporated in the State of Delaware on May 20, 2016 and its consolidated Variable Interest Entity (“VIE”), Trine Digital Broadcasting Ltd., was incorporated in the United Kingdom on July 3, 2018.

 

On October 5, 2019, the Company changed its name to Internet Sciences Inc. (“ISI”). Internet Sciences Inc. (“ISI” or the “Company”), formerly known as Luxury Trine Digital Media Group Inc., is a development stage emerging diversified information and communications technology company specializing in cutting-edge digital transformation services, including new-media technology; telecommunication and network carrier services; IoT-enabled solutions; and managed ICT, managed cloud services, data centers and co-location services.

 

ASC 810-10-25-38, “Consolidation of Variable Interest Entities” requires a variable interest entity (“VIE”) to be consolidated by a company if that company absorbs a majority of the VIE’s expected losses and/or receives a majority of the entity’s expected residual returns as a result of holding variable interests. Trine Digital Broadcasting is a variable interest entity as defined by ASC 810-10-25-38. As ISI owns 49.9% of the VIE and the founder (CEO) majority shareholder (a related party) of ISI controls the remaining 50.1%, ISI has been determined to be the primary beneficiary of this VIE. The VIE was formed to expand the business of ISI into the United Kingdom. There are no formal explicit arrangements as of June 30, 2019 that requires ISI to provide financial support to the VIE, although financial support is implied by the relationship. There were no assets and liabilities of the VIE as of June 30, 2019. Related to consolidated VIEs, it is the Company’s policy not to present non-controlling interest separately on the Company’s financial statements. During the year ended December 31, 2017, there was $2,346 of contributed capital of the Company that was used for formation expense of the VIE.

 

We are unaware of any material risks associated with this VIE.

 

ISI is an information and communications technology company that seeks to become a multi-industry technology based enterprise primarily through merger and acquisition of business segments in new media technologies, digital telecommunication, data storage, IoT enabling technologies and cutting edge ICT technologies for Data Analytics.

 

While ISI’s primary activities in the United Kingdom will focus on delivering managed high performance WIFI networks, managed ITC solutions, data centers and co-location services, broadband and mobile connectivity across Continental Europe, its US operations will sharply focus on organic growth by launching new business segments that design commercial intelligent software applications, scalable cloud based platforms that deliver enterprise solutions as Platform-as -a -Service (PaaS) and infrastructure solutions as Infrastructure-as-a service (IaaS).

 

As a complement to its total products and service offerings across the entire company’s landscape and global footprint, ISI seeks to add value by offering its consulting services with expertise in artificial intelligence, data analytics, supply chain and logistics.

 

The Company’s principal place of business is 275 Madison Ave, 6th Floor, New York, NY 10016.

 

The Company’s business model focuses on executing a two-tier growth strategy :

 

  a. Growth by acquiring existing revenue producing companies with tenure of 10 years or greater in the technology spaces in which they operate, have attained a critical mass of customers, own intellectual property assets or provide critical services to business customers and governments.
     
  b. Organic growth by launching product development projects aimed to be commercialized by forming new business segments that sells its services in horizontal markets for diversification across geographies, industries, and customers.

 

 18 
 

 

The Company currently owns and licenses several media properties through the following service marks: Luxury Trine Publications and Luxury Trine TV.

 

Luxury Trine Publications

 

Luxury Trine Publications was launched in 2015 to demonstrate the proof of concept for a provisional utility patent filed by our CEO, Lynda Chervil, with the US Patent and Trademark Office under US20160371739. This invention revealed new business methods for a digital new-media communications platform that promotes luxury brands with eco-friendly products and sustainable practices via targeted marketing extension strategies with branding initiatives. Although this invention is currently patent-pending, Internet Sciences Inc., entered into a licensing agreement in January 2018 with our CEO which extended software development rights to the company to rebuild the Luxury Trine Publications marketing platform into native applications with its own proprietary source codes. Previously, the Luxury Trine publications were developed on Twixl Publisher, a third-party software development platform from Belgium, as custom applications which were subsequently removed from publication.

 

We anticipate transferring the Luxury Trine Publications to the (VIE), Trine Digital Broadcasting to be re-published in the first quarter of 2020.

 

Luxury Trine TV

 

Luxury Trine TV is an OTT platform1 that distributes short form luxury lifestyle information and entertainment content to diverse consumer segments via smart TV platforms and set top boxes. The company developed and owns 6 proprietary TV application for Apple TV, Amazon Fire TV, Roku TV, Samsung, LG and Android TV.

 

As of July 2018, the company has ceased its broadcasting activities in the US as it is preparing to re-launch its broadcasting activities in the UK via Trine Digital Broadcasting Ltd ( the “ VIE”). The company has chosen to change its strategy by focusing on a UK audience through connected Freeview which is a hybrid of terrestrial TV and OTT.

 

Freeview (terrestrial) is the largest UK broadcasting platform available in 18.3 million UK households (this includes homes that have two or more platforms – i.e. Freeview and another platform) and dedicated Freeview only homes equate to 11.4 million UK households. See below figures:-

 

Freeview   18.31 million UK households
Freeview ONLY   11.4
Sky   8.6
Cable   4.17
YouView   2.2
Other Sat   1.18
Freesat   1.18

 

Connected Freeview, is IP streamed TV which appears on the main Freeview EPG – and Ofcom estimate now that over 7 million UK households have internet enabled TVs in their homes (42% of Households in 2017 had a Smart TV – see link https://www.ofcom.org.uk/research-and-data/multi-sector-research/cmr/cmr-2018/summary ).

 

 19 
 

 

Trine Digital Broadcasting LTD. (the “VIE”)

 

Trine Digital Broadcasting Ltd is a UK based broadcasting company that will distribute both short form and long form television content via a hybrid of terrestrial TV and OTT1 enabling advertisers to reach critical mass audiences with diverse forms of access to television contents.

 

The VIE’s objectives are twofold:

 

  a. Develop Software as a Service (‘SaaS”) broadcast technology products to expand its commercial activities.
     
  b. Bring addressable TV to the US once there is a market for HbbTV in the US. Presently there is no market for Hybrid broadcast broadband TV (“HbbTV”) in the US and addressable TV is an opportunity gap that we intend to fill with HbbTV enabling technologies in the US market.

 

Based upon the growth of the UK media market, our initial focus for Trine Digital Broadcasting Ltd., will be in the UK where we intend to acquire existing UK based media companies to deploy our strategies which include strategic alliances with UK based companies to balance market penetration, market development, product development and diversification.

 

1 Over-the-top content (OTT) is the audio, video, and other media content delivered over the Internet without the involvement of a multiple-system operator (MSO) in the control or distribution of the content.

 

Studies

 

According to a 2017 PriceWaterhouse Global Entertainment & Media Outlook, the UK is predicted to grow at a compound rate of 3% per annum over the next 5 years to be worth £72 billion by 2021. Digital services will account for over 60% of all spend in the sector growing at 5.8% CAGR per annum. The fastest growing sectors will be Virtual Reality (VR) and E-Sports, both new additions to our interactive forecasting tool, whilst in the analogue world TV Advertising continues to grow.

 

  The internet continues to dominate the advertising sector, as the UK maintains its market leading position in Europe over the next 5 years.
     
  The Internet advertising industry will be worth £14.4b in 2021 accounting for 53% of all advertising spend, growing at 8.2% CAGR over the next 5 years and showing no signs of slowing down.
     
  With 89m smartphones in the UK in 2021 advertisers continue to channel their spend online and especially in mobile. Mobile advertising will be one of the largest and fastest growing sectors over the next 5 years and will account for over half of all internet advertising spend in 2021.
     
  In 2021 consumers will spend more on video content than cinema admissions as “Netflix and chill” and binge-watching content continues to shape viewing habits.

 

 20 
 

 

  Interactive video content through E-Sports, Virtual Reality and Video games continue to be firm favorites amongst consumers, with exceptional growth forecast over the next 5 years.
     
  The VR sector will be worth £801m in 2021, all of which is consumer spend. With over 16m VR headsets in the UK alone, innovative brands and content creators have a real opportunity to engage with consumers on a new level if they can enhance their experience

 

The implications of these studies suggest that we will benefit from current and future growth in new media by focusing, identifying and investing in growing and emerging sectors.

 

Revenue Streams

 

We have generated nominal revenues to date. The key to our success will be securing acquisition financing to implement our business plan. Future revenue streams will be based on the following pillars:

 

Management anticipates revenues by acquiring yet to be identified revenue producing technology companies in the UK.

 

Organic sales revenues from organic business segments expected to be launched in the US in technology project consulting as work products commissioned by others and from developing and selling our own proprietary developed product and service sets to be marketed and sold as IaaS (Infrastructure-as-a-Service) , PaaS ( Platform-as-a- service) and DraaS (Disaster Recovery as a Service)

 

Once fully operational, we intend to focus on cross selling products and services from all business segments to our entire client population in an effort to increase the share of wallet per customer and boost our revenue per customer.

 

Management believes that if we integrate each customer in at least 3 of our business segments, we will be able to reduce customer attrition and improve customer retention rate from 95% to 98% and achieve improved customer loyalty. Both customer retention and customer loyalty are significant components of sustained revenue streams.

 

Our Competition

 

Our competitive landscape is as diverse as the business segments in which we seek to operate. We face competition from some of the largest and best capitalized companies in the United States and throughout the world and include media conglomerate such as Google, Apple, British Telecom, Amazon to smaller technology consulting companies such as Critical Future. These and other niche companies have greater name recognition and financial resources, enabling them to finance acquisition and development opportunities or develop and support their own operations. They may also be in a position to pay higher prices than we would for the same acquisition opportunities. Consequently, we may encounter significant competition in our efforts to achieve our internal and external growth objectives. Many of our competitors have established methods of operation that have been proven over time to be successful.

 

 21 
 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes and other financial information included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. See “Special Note Regarding Forward-Looking Statements” and “Risk Factors” for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements.

 

Overview

 

(ISI is an information and communications technology company that seeks to become a multi-industry technology based enterprise primarily through merger and acquisition of business segments in new media technologies, digital telecommunication, data storage, IoT enabling technologies and cutting edge ICT technologies for Data Analytics.

 

Though its yet to be identified acquisitions in the United Kingdom, the company expects to reach a broad base of existing clients across Continental Europe, principally in the United Kingdom, Belgium, the Netherlands and Luxemburg. While ISI’s primary activities in the United Kingdom will focus on delivering managed high performance WIFI networks, managed ITC solutions, data centers and co-location services, broadband and mobile connectivity across Continental Europe, its US operations will sharply focus on organic growth by launching new business segments that design commercial intelligent software applications, scalable cloud based platforms that deliver enterprise solutions as Platform-as -a -Service (PaaS) and infrastructure solutions as Infrastructure-as-a service (IaaS).

 

As a complement to its total products and service offerings across the entire company’s landscape and global footprint, ISI seeks to add value by offering its consulting services with expertise in artificial intelligence, data analytics, supply chain and logistics.

 

The Company’s principal place of business is 275 Madison Ave, 6th Floor, New York, NY 10016.

 

The Company’s business model focuses on executing a two-tier growth strategy :

 

  a. Growth by acquiring existing revenue producing companies with tenure of 10 years or greater in the technology spaces in which they operate, have attained a critical mass of customers, own intellectual property assets or provide critical services to business customers and governments.
     
  b. Organic growth by launching product development projects aimed to be commercialized by forming new business segments that sells its services in horizontal markets for diversification across geographies, industries, and customers.

 

The Company currently owns and licenses several media properties through the following service marks: Luxury Trine Publications and Luxury Trine TV.

 

Our Outlook

 

We are considered to be in the development stage as defined in the accounting standards since we have not commenced planned principal operations. Our activities since inception include devoting substantially all of our efforts to business planning, proprietary software product development and digital broadcasting of the software assets . Additionally, we have allocated a substantial portion of our time and investment to the completion of our development activities to launch our marketing plan and generate revenues and to raising capital. We have generated limited revenue from our software broadcasting operations. The Company’s activities during the development stage are subject to significant risks and uncertainties. The Company currently plans on raising funds in the amount of $20 million through private placements or debt financing. 

 

The $20 million financing is meant to scale up our business activities comprised of acquiring existing revenue producing companies with combined revenues of approximately $25 million and other related activities. Proceeds of the $20 million financing is expected to pay $18,000,000 for 3 acquisition targets, $1,200,000 million in placement agent fees and $800,000 in working capital. Working capital will be sufficient to fund the offering expenses, maintain the reporting status and maintain operational activities over the next twelve months. 

 

 22 
 

 

No substantial revenues are anticipated until we have completed the fore mentioned financing and implemented our operational activities. With the exception of cash advances from our sole Officer and Director, our only source for cash at this time is investments by others in private placements and/or debt financing.

 

Results of Operations

 

Six Months Ended June 30, 2019 Compared to Six Months Ended June 30, 2018

 

Revenue

 

The Company is considered to be in the development stage. There were no revenues generated during the six months ended June 30, 2019 and June 30, 2018.

 

Operating Expenses and Loss from Operations

 

Total operating expenses and loss from operations for the six months ended June 30, 2019 were $46,297 a decrease of $58,711, or approximately 44%, from total operating expenses and loss from operations for the comparable six months ended June 30, 2018 of $105,008. This decrease is primarily attributable to increased selling, general and administrative expenses, professional fee along with a decrease in compensation and related taxes.

 

Other Income (Expense)

 

There were not any other expenses in for the six months ended June 30, 2019 and June 30, 2018.

 

 Net Loss

 

We reported a net loss of $32,375 for the three months ended June 30, 2019 as compared to a net loss of $47,692 for the six months ended June 30, 2018.

 

Liquidity and Capital Resources

 

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. At June 30, 2019 we had a cash balance of $36. Our working capital deficit was $143,148 at June 30, 2019.

 

Accrued expenses and accounts payable were $61,018 and $40,731, respectively as of June 30, 2019 and June 30, 2018.

 

The Company is considered to be in the development stage and we had zero sales during the six months ended June 30, 2019. 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 reported a net loss of $46,297 during the six months ended June 30, 2019.  At June 30, 2019, we had a working capital deficit of 143,148. We do not anticipate we will be profitable in 2019.  Therefore our operations will be dependent on our ability to secure additional financing.  Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. If we are successful in securing additional working capital, we intend to increase our marketing efforts to grow our revenues.  

 

Operating activities

 

Net cash flows used in operating activities for the six months ended June 30, 2019 amounted to $26,607 and was attributable to our net loss of $46,297 and an increase in accrued expenses of $19,690 and a decrease in accrued compensation of $262,417. 

 

Financing activities

 

Net cash flows provided by financing activities were $26,530 for the six months ended June 30, 2019. We received proceeds from a related party loan of $28,300.

  

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.

 

 23 
 

 

Revenue Recognition

 

The Company adopted the guidance of the FASB ASC 606 “Revenue from Contracts with Customers” on January 1, 2017 and in general will record revenue when a contract with the rights of the parties identified has been approved and the parties have committed to the contract, payment terms have been established, the contract has commercial substance, performance obligations have been satisfied and collectability is probable. There was no cumulative effect of the adoption of ASC 606 “Revenue from Contracts with Customers” since the Company is in the development stage and had no revenues in 2nd Quarter, 2019. 

 

Stock Based Compensation

 

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. 

 

Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the service period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date.

 

Use of Estimates

 

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

 

Income Taxes

 

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

 

Pursuant to ASC Topic 740-10: Income Taxes related to the accounting for uncertainty in income taxes, the evaluation of a tax position is a two-step process. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50% likelihood of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. The accounting standard also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition.  The adoption had no effect on the Company’s financial statements. The tax year ending December 30, 2016 is subject to examination by the Internal Revenue Service.

 

Recent Accounting Pronouncements and Adoption of New Accounting Principles

 

In February 2016, the FASB issued Accounting Standards Update, Leases (Topic 842), intended to improve financial reporting about leasing transactions. The ASU affects all companies and other organizations that lease assets such as real estate, airplanes, and manufacturing equipment. Under the new guidance, a lessee will be required to recognize assets and liabilities for leases with lease terms of more than twelve months. Consistent with current Generally Accepted Accounting Principles (GAAP), the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as finance or operating lease. However, unlike current GAAP - which requires only capital leases to be recognized on the balance sheet - the new ASU will require both types of leases to be recognized on the balance sheet. The ASU on leases will take effect for all public companies for fiscal years beginning after December 15, 2018.

 

 24 
 

 

In February 2016, the FASB issued Accounting Standards Codification, Revenue from Contracts with Customers (Topic 606) intended to provide guidance related to general criteria for revenue recognition including identifying the contracts with a customer, identifying the performance obligations in the contracts, determining the transaction price, allocating the transaction price to the performance obligations in the contracts, and recognizing revenue when the entity satisfies a performance obligation by transferring a promised good or service to a customer. The Company adopted this standard effective January 1, 2017. The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

Off Balance Sheet Arrangements

 

We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as stockholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity.

 

DESCRIPTION OF PROPERTY

 

Our principal office is located at 275 Madison Ave, 6th Floor, New York, New York 10016 . We lease this space on a month to month basis at a cost of $1,200 per month. We believe that this space is sufficient for our current needs. If this lease is not renewed or we seek to lease additional space, we anticipate that we will be able to lease space at competitive rates.

 

 25 
 

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

 

The following table sets forth, the number of shares of common stock owned of record and beneficially by executive officers, directors, persons who hold 5% or more of our outstanding common stock, and by all officers and directors as a group:

 

Name   # Shares Owned Beneficially  

Percentage of Ownership

(%)(1)

 
Lynda Chervil   18,800,000 Class B Common Shares and 495,000 Class A Common Shares     99 %(1)

 

1. Percent of ownership is based on the total number of issued and outstanding shares of the Company’s Class A and Class B common shares of 19,350,000.

 

DIRECTOR AND EXECUTIVE OFFICER

 

Lynda Chervil – Chairman/President/CEO/Treasurer/Secretary

 

Lynda Chervil is our sole officer and Chairperson of the Board of Directors. She graduated from New York University with a Master of Science in Integrated Marketing Communications and has held many roles in new business sales development, executive leadership, sales management, marketing strategy development, deployment and implementation. Prior to venturing into entrepreneurial pursuits, Ms. Chervil led and managed a consumer and commercial bank market of $1.1 billion at Wells Fargo Bank for five years with full P/L accountability. She is both a Fellow of the Institute of Consulting and Chartered Management Institute in the United Kingdom and a recipient of Level 7 Award in Professional Consulting conferred by both the Institute of Consulting and the Chartered Management Institute for writing a disquisition on Strategy Consulting. She is a the author of Fool’s Return and Project Odyssey.

 

EXECUTIVE COMPENSATION

 

On July 15, 2016, the Company’s Board of Directors approved a corporate resolution whereby Lynda Chervil will receive a salary of $175,000 per year commencing August 1, 2016 and continuing for a period of two years. Her salary is being accrued and at June 30,, 2019 was $0. On December 7, 2018, Ms. Chervil exchanged her deferred salary in the amount of $350,000 for 375,000 shares of Class A Common Stock.

 

 26 
 

 

Summary Compensation Table

 

The following table presents all of the compensation paid or awarded to or earned by our principal executive officer for the fiscal years ended December 31, 2018 and 2017. Ms. Chervil is the only employee of the Company.

 

Name and Principal
Position
  Year   Salary   Bonus   Option
Awards
   Stock
Awards(2)
   Non-Equity
Incentive Plan
Compensation
   All Other
Compensation
   Total 
Lynda Chervil   2018   $0   $   $   $10,000   $   $   $0 

President and Chief

Executive Officer(1)

   2017   $174,916   $   $   $10,000   $   $   $174,916 

 

 

(1) Ms. Chervil has been our President and Chief Executive Officer since inception.

(2) Ms. Chervil was awarded 10,000 shares of Class A Common Stock for her board service.

 

Ms. Chervil’s address is 275 Madison Ave, 6th Floor, New York, New York 10016.

 

Jennifer Buzzelli was the only member of our Board of Directors to receive 10,000 shares of our Class A Common Stock annually in consideration for serving on our Board of Directors. There was no other compensation provided to our Board

 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

AND DIRECTOR INDEPENDENCE

 

During the year ended December 31, 2017 the Company’s Chief Executive Officer, Ms. Chervil, advanced $88,863 in funds to the Company and was repaid $12,049 which is included in additional paid-in capital on the balance sheet of the Company as of December 31, 2017. The Company’s Chief Executive Officer also advanced $37,922 short-term, non-interest-bearing loans to the Company and was repaid $7,134 which is included in related party loan on the balance sheet of the Company as of December 31, 2017.

 

During the year ended December 31, 2018 the Company’s Chief Executive Officer advanced 30,499 short term, non-interest-bearing loans to the Company and was repaid $2,659 which is included in related party loan on the balance sheet of the Company as of December 31, 2018.

 

During the quarter ended June 30, 2019 the Company’s Chief Executive Officer advanced 8,305 short term, non-interest-bearing loans to the Company which is included in related party loan on the balance sheet of the Company as of June 30, 2019. 

 

LEGAL PROCEEDINGS

 

No proceedings are pending to which the Company or any of its property is subject, nor to the knowledge of the Company, are any such legal proceedings threatened against the Company.

 

MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S

COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

 

The Company’s Class A and/or B common stock does not trade on any exchange or on any electronic quotation system.

 

 27 
 

 

CHANGES IN AND DISAGREEMENTS WITH

ACCOUNTANT ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

Effective as of April 14, 2018, the Company terminated the services of its then independent registered public accounting firm, Salberg & Company P.A. (“Salberg”) with the approval of its board of directors.

 

Salberg’s reports on the financial statements of the Company for the fiscal year ended December 31, 2016 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. During the Company’s fiscal year ended December 31, 2016 and through the date hereof, there were no disagreements (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K) with Salberg on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which disagreements, if not resolved to Salberg’s satisfaction, would have caused them to make reference to the subject matter in connection with their report on the Company’s consolidated financial statements for such period. Furthermore, no reportable events occurred within the period covered by Salberg’s reports on the Company’s financial statements, or subsequently up to the date of Salberg’s dismissal. As used herein, the term “reportable event” means any of the items listed in paragraphs (a)(1)(v)(A)-(D) of Item 304 of Regulation S-K.

 

In accordance with Item 304(a)(3) of Regulation S-K, the Company provided Salberg with a copy of the above disclosures prior to the filing of its Form 8-K/A. The Company has requested that Salberg furnish the Company with a letter addressed to the SEC stating whether Salberg agrees with the above statements as required by SEC rules. Salberg, our predecessor auditor has refused to provide this letter. The Company believes that Salberg has refused to provide re-certification of the 2016 audit and has refused to provide this letter because of a fee dispute. 

 

 28 
 

 

FINANCIAL STATEMENTS AND EXHIBITS

 

 

INDEX TO THE FINANCIAL STATEMENTS

QUARTER ENDED JUNE 30, 2019

 

  Page
Financial Statements:  
Balance Sheets F-2
Statements of Operations and Comprehensive Loss F-3
Statements of Stockholders’ Deficit F-4
Statements of Cash Flows F-5
Notes to the Financial Statements F-6

 

INDEX TO THE FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2017 AND 2018

 

  Page
Financial Statements:  
Report of Independent Registered Public Accounting Firm F-13
Balance Sheets F-14
Statements of Operations and Comprehensive Loss F-15
Statements of Stockholders’ Deficit F-16
Statements of Cash Flows F-17
Notes to the Financial Statements F-18

 

 F-1 
 

 

Internet Sciences Inc.

Consolidated Balance Sheet

 

ASSETS  June 30, 2019   June 30, 2018 
         
Current Assets        
Cash  $36   $- 
Accounts receivable   -    - 
Prepaid assets   1,200    - 
Security deposit   1,800    1,500 
   Total Current Assets   3,036    1,500 
           
TOTAL ASSETS  $3,036   $1,500 
           
LIABILITIES AND STOCKHOLDERS' DEFICIT          
Current Liabilities          
Cash Overdraft   -    - 
Accounts payable   19,690    - 
Accrued expenses   41,328    40,731 
Accrued compensation - officer   -    306,167 
Stock payable   10    10 
Related party loan   85,156    39,706 
Deferred rent   -    - 
Total Current Liabilities   146,184    386,614 
           
Total Liabilities   146,184    386,614 
           
Commitments and contingencies (see Note 3)          
           
STOCKHOLDERS' DEFICIT          
    Common Stock, $0.001 par value 100,000,000 authorized          
Common Stock Class A, 81,200,000 Shares Designated,          
580,000 shares issued and outstanding as of June 30, 2019 and 165,000 shares issued
and outstanding as of June 30, 2018
  $780   $168 
Common Stock Class B, 18,800,000 Shares Designated,          
18,800,000 shares issued and outstanding as of June 30, 2019 and June 30, 2018  $18,800    18,800 
    Additional paid-in-capital  $86,208    86,200 
    Accumulated Deficit   (248,936)   (490,282)
           
   Total Stockholders' Deficit   (143,148)   (385,114)
           
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT  $3,036   $1,500 

 

See accompanying notes to consolidated financial statements (unaudited)

 

 F-2 
 

 

Internet Sciences Inc.

Consolidated Statement of Operations

 

   For the Three Months Ended June 30,   For the Six Months Ended June 30, 
   2019   2018   2019   2018 
                 
Revenue  $-   $-   $-   $- 
Total Revenue   -    -    -    - 
                     
Operating Expenses:                    
Selling, General and Administrative   2,397    1,264    14,249    9,236 
Marketing and Public Relations                    
Professional Fees   25,250         25,250    0 
Rent Expense   4,688    2,678    6,758    6,774 
Software Development   40    0    40    1,490 
Compensation and Related Taxes   0    43,750    0    87,508 
Total Operating Expenses   32,375    47,692    46,297    105,008 
                     
Loss from Operations   (32,375)   (47,692)   (46,297)   (105,008)
                     
Other Income (Expenses):                    
Other Expense                    
Total Other Income (Expenses)   -    -    -    - 
                     
Net Loss   (32,375)   (47,692)   (46,297)   (105,008)
                     
Net Loss Per Common Share:                    
Basic  ($0.01)  $0.00   ($0.01)  ($0.01)
Diluted  ($0.01)  $0.00   ($0.01)  ($0.01)
                     
Weighted Average Common Shares Outstanding:                    
Basic   19,380,000    18,965,000    19,380,000    18,960,000 
Diluted   19,380,000    18,965,000    19,380,000    18,960,000 

  

See accompanying notes to consolidated financial statements (unaudited)

 

 F-3 
 

 

Internet Sciences Inc.

Statement of Changes in Stockholders’ Deficit

For the period from May 20, 2016 (Inception) to June 30, 2019

 

                   Total 
   Common Stock Class A   Common Stock Class B   Additional   Accumulated   Stockholders' 
   Shares   Amount   Shares   Amount   Paid-in Capital   Deficit   Deficit 
Balance, May 20, 2016 (Inception)   -   $-    -   $-   $-   $-   $- 
                                    
Issuance of Founder's Shares   -    -    18,800,000    18,800    -    -    18,800 
Issuance of common shares for compensation   160,000    160    -    -    -    -    160 
Shareholder contributions   -    -    -    -    9,386    -    9,386 
Net Loss   -    -    -    -    -    (101,390)   (101,390)
                                    
Balance, December 31, 2016   160,000   $160    18,800,000   $18,800   $9,386   $(101,390)  $(73,044)
                                    
Shareholder contributions   -    -    -    -    76,668    -    76,668 
Issuance of common shares for compensation   -    -    -    -    146    -    146 
Net Loss   -    -    -    -    -    (283,884)   (283,884)
                                    
Balance, December 31, 2017   160,000   $160    18,800,000   $18,800    86,200   $(385,274)   (280,114)
                                    
Shareholder contributions   -    -    -    -         -    0 
Issuance of common shares for compensation   45,000    620    -    -    8    -    628 
Reduction of accumlated deficit due to stock issue   375,000    -    -    -    -    218,672    218,672 
Net Loss   -    -    -    -    -    (36,037)   (36,037)
                                    
Balance, December 31, 2018   580,000   $780    18,800,000   $18,800    86,208   $(202,639)   (96,851)
                                    
Shareholder contributions   -    -    -    -         -    - 
Issuance of common shares for compensation   -    -    -    -         -    - 
Net Loss   -    -    -    -    -    (13,922)   (13,922)
                                    
Balance, March 31, 2019   580,000   $780    18,800,000   $18,800    86,208   $(216,561)   (110,773)
                                    
Shareholder contributions   -    -    -    -         -    - 
Issuance of common shares for compensation   -    -    -    -         -    - 
Net Loss   -    -    -    -    -    (32,375)   (32,375)
                                    
Balance, June 30, 2019   580,000   $780    18,800,000   $18,800    86,208   $(248,936)   (143,148)

 

See accompanying notes to consolidated financial statements (unaudited)

 

 F-4 
 

 

Internet Sciences Inc.

Consolidated Statement of Cash Flows

 

   For the Three Months Ended   For the Six Months Ended   For the Six Months Ended 
   June 30, 2019   June 30, 2019   June 30, 2018 
Cash flows from Operating activities            
Net Loss  $(32,375)  $(46,297)   (105,008)
Adjustments to Reconcile Net Loss to Net Cash               
used in Operating Activities:               
Stock compensation   0    0    8 
Changes in operating assets and liabilities:               
Security deposit               
Prepaid asset               
Accounts receivable   5,000    -    - 
Accounts payable   19,000    19,690      
Accrued expenses   -    -    8,578 
Accrued compensation   -    -    87,500 
Stock payable   -    -    - 
Deferred rent   -    -    - 
Cash used in operating activities   (8,375)   (26,607)   (8,922)
                
Cash flows from investing activities               
Acquisition of Company               
Due from related party               
Capital Expenditures/(Disposals)               
Cash used in investing activities               
                
Cash flows from financing activities               
Repayments of related party loan   (1,770)   (1,770)   (2,659)
Proceeds from related party loan   10,075    28,300    11,577 
Repayments to shareholder   -    -    - 
Proceeds from shareholder contributions   -    -    - 
Cash provided by financing activities   8,305    26,530    8,918 
                
Net change in cash   (70)   (77)   (4)
Cash (overdraft) at beginning of period   106    113    4 
Cash (overdraft) at end of period  $36   $36   $- 
                
                
Supplemental cash flow information               
Cash paid for interest               
Cash paid for income taxes               

  

See accompanying notes to consolidated financial statements (unaudited)

 

 F-5 
 

 

Internet Sciences Inc.

Notes to Consolidated Financial Statements

For the Quarters ended June 31, 2019 and June 30, 2018

(Unaudited)

 

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

 

Nature of Business

 

Luxury Trine Digital Media Group, Inc. (“Luxury Trine” or the “Company”) was incorporated in the State of Delaware on May 20, 2016 and its consolidated Variable Interest Entity (“VIE”), Trine Digital Broadcasting Ltd., was incorporated in the United Kingdom on July 3, 2017.

 

On October 5, 2018, the Company changed its name to Internet Sciences Inc. (“ISI”). Internet Sciences Inc. (“ISI” or the “Company”), formerly known as Luxury Trine Digital Media Group Inc., is a development stage emerging diversified information and communications technology company specializing in cutting-edge digital transformation services, including new-media technology; telecommunication and network carrier services; IoT-enabled solutions; and managed ICT, managed cloud services, data centers and co-location services.

 

Founded in 2016, and based in New York, N.Y., ISI seeks to operate internationally with a global team known for its technological expertise, deep industry knowledge, world-class research and analytical capabilities, and innovative mindset.

 

ISI seeks to transform corporations, enterprises and government entities by providing best-in-class solutions, rooted in and driven by the technology, data, and organizational strategy required for operational excellence. Our interdisciplinary teams work in close collaboration with clients, helping them to solve their biggest problems utilizing a user-centric, data-driven approach focusing on creating seamless unified experiences across all digital, communication and physical touchpoints.

 

The Company’s principal place of business is 275 Madison Ave, 6th Floor, New York, NY 10016.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of the Company and its consolidated VIE. In the preparation of consolidated financial statements of the Company, intercompany transactions and balances are eliminated in consolidation.

 

Basis of Presentation

 

The consolidated financial statements include the accounts of the Company and its VIE, Trine Digital Broadcasting Ltd. as of June 30, 2019 (unaudited). In the preparation of the consolidated financial statements of the Company, intercompany transactions and balances are eliminated.

 

The accompanying consolidated financial statements (unaudited) have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

 

In the opinion of management, all adjustments (consisting of normal recurring items) necessary to present fairly the Company's financial position as of June 30, 2019 and 2018.

 

 F-6 
 

 

Internet Sciences Inc.

Notes to Consolidated Financial Statements

For the Quarters ended June 31, 2019 and June 30, 2018

(Unaudited)

 

Variable Interest Entity

 

ASC 810-10-25-38, “Consolidation of Variable Interest Entities” requires a variable interest entity (“VIE”) to be consolidated by a company if that company absorbs a majority of the VIE’s expected losses and/or receives a majority of the entity’s expected residual returns as a result of holding variable interests. Trine Digital Broadcasting is a variable interest entity as defined by ASC 810-10-25-38. As ISI owns 49.9% of the VIE and the founder (CEO) majority shareholder (a related party) of ISI controls the remaining 50.1%, ISI has been determined to be the primary beneficiary of this VIE. The VIE was formed to expand the business of ISI into the United Kingdom. There are no formal explicit arrangements as of March 31, 2019 that requires ISI to provide financial support to the VIE, although financial support is implied by the relationship. There were no assets and liabilities of the VIE as of June 30, 2019. Related to consolidated VIEs, it is the Company’s policy not to present non-controlling interest separately on the Company’s financial statements. During the year ended December 31, 2017, there was $2,346 of contributed capital of the Company that was used for formation expense of the VIE. Related to consolidated VIEs, it is the Company’s policy not to present non-controlling interest separately on the Company’s financial statements.

 

Risks and Uncertainties for Development Stage Company

 

We are considered to be in the development stage as defined in the accounting standards since we have not commenced planned principal operations. Our activities since inception include devoting substantially all of our efforts to business planning and development. Additionally, we have allocated a substantial portion of our time and investment to the completion of our development activities to launch our marketing plan and generate revenues and to raising capital. We have generated limited revenue from operations. The Company’s activities during the development stage are subject to significant risks and uncertainties. The Company plans on raising funds through a private placement in which the Company will be offering for sale 5,000,000 shares of our common stock, $0.001 par value per share, at $2.00 per share. The offering is made in reliance upon an exemption from registration under the federal securities laws provided by Rule 506(c) of Regulation D as promulgated by the United States Securities and Exchange Commission under the Securities Act of 1933, as amended. There is currently no public market for our common stock. While the Company believes in the viability of its strategy to initiate sales volume and in its ability to raise additional funds, there can be no assurances to that effect. The financial statements do not include adjustments to reflect the possible effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

 

Use of Estimates

 

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

 

Cash and Cash Equivalents

 

All highly liquid investments with maturity of three months or less are considered to be cash equivalents. The Company places its cash with a high credit quality financial institution. The Company’s account at this institution is insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. As of June 30, 2019, and June 30, 2018, the Company did not reach bank balances exceeding the FDIC insurance limit.

 

Fair Value of Financial Instruments

 

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

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

  Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities
  Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data
  Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

 

 F-7 
 

 

Internet Sciences Inc.

Notes to Consolidated Financial Statements

For the Quarters ended June 31, 2019 and June 30, 2018

(Unaudited)

 

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

 

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

 

Impairment of Long-Lived Assets

 

Long-Lived Assets of the Company are reviewed for impairment whenever events or circumstances indicate that the carrying amount of assets may not be recoverable, pursuant to guidance established in ASC 360-10-35-15, “Impairment or Disposal of Long-Lived Assets”. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value.

 

Revenue Recognition

 

The Company adopted the guidance of the FASB ASC 606 “Revenue from Contracts with Customers” on January 1, 2017 and in general will record revenue when a contract with the rights of the parties identified has been approved and the parties have committed to the contract, payment terms have been established, the contract has commercial substance, performance obligations have been satisfied and collectability is probable. There was no cumulative effect of the adoption of ASC 606 “Revenue from Contracts with Customers” since the Company is in the development stage and had no revenues in 2nd Quarter, 2019.

 

Advertising

 

Advertising is expensed as incurred. Advertising expenses for the years ended June 30, 2019 and for the June 30, 2018 was $0 and $0, respectively.

 

Income Taxes

 

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

 

Pursuant to ASC Topic 740-10: Income Taxes related to the accounting for uncertainty in income taxes, the evaluation of a tax position is a two-step process. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50% likelihood of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. The accounting standard also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition. The adoption had no effect on the Company’s financial statements. The tax year ending December 31, 2018 is subject to examination by the Internal Revenue Service.

 

 F-8 
 

 

Internet Sciences Inc.

Notes to Consolidated Financial Statements

For the Quarters ended June 31, 2019 and June 30, 2018

(Unaudited)

 

Stock Based Compensation

 

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

 

Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the service period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date.

 

Net Loss per Share

 

ASC 260 “Earnings Per Share”, requires dual presentation of basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Basic net loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period.

 

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

 

   For the year ended   For the year ended 
Net loss per common shares outstanding:  June 30, 2019   to June 30, 2018 
Class A common stock  $(0.01)  $(0.01)
Class B common stock  $(0.01)  $(0.01)
           
Weighted average shares outstanding:          
Class A common stock   580,000    160,000 
Class B common stock   18,800,000    18,800,000 
Total weighted average shares outstanding   19,380,000    18,960,000 

 

Concentration of Credit Risks

 

Financial instruments that potentially subject the company to credit risk consist principally of cash and cash equivalents and receivables. The Company places its cash and cash equivalents with financial institutions. Deposits are insured to Federal Deposit Insurance Corp. limits. At June 30, 2019 and June 30, 2018 there was no uninsured cash. 

 

 F-9 
 

 

Internet Sciences Inc.

Notes to Consolidated Financial Statements

For the Quarters ended June 31, 2019 and June 30, 2018

(Unaudited)

 

Related Parties

 

A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

 

Recent Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update, Leases (Topic 842), intended to improve financial reporting about leasing transactions. The ASU affects all companies and other organizations that lease assets such as real estate, airplanes, and manufacturing equipment. Under the new guidance, a lessee will be required to recognize assets and liabilities for leases with lease terms of more than twelve months. Consistent with current Generally Accepted Accounting Principles (GAAP), the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. However, unlike current GAAP - which requires only capital leases to be recognized on the balance sheet - the new ASU will require both types of leases to be recognized on the balance sheet. The ASU on leases will take effect for all public companies for fiscal years beginning after December 15, 2018.

 

In February 2016, the FASB issued Accounting Standards Codification, Revenue from Contracts with Customers (Topic 606) intended to provide guidance related to general criteria for revenue recognition including identifying the contracts with a customer, identifying the performance obligations in the contracts, determining the transaction price, allocating the transaction price to the performance obligations in the contracts, and recognizing revenue when the entity satisfies a performance obligation by transferring a promised good or service to a customer. The Company adopted this standard effective January 1, 2017.

 

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

 

NOTE 2 – GOING CONCERN CONSIDERATIONS

 

The accompanying consolidated financial statements are prepared assuming the Company will continue as a going concern.  At June 30, 2019, the Company had an accumulated deficit of $248,936, a stockholders’ deficit of $143,148 and a working capital deficiency of $143,148. For the three months ended June 30, 2019, the Company had a net loss of $32,375 and cash used in operating activities of $8,375. These matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issue date of this unaudited report. The ability of the Company to continue as a going concern is dependent upon initiating sales and obtaining additional capital and financing. The Company plans on raising funds through a private placement in which the Company will be offering for sale 5,000,000 shares of our common stock, $0.001 par value per share, at $2.00 per share. The offering is to be made in reliance upon an exemption from registration under the federal securities laws provided by Rule 506(c) of Regulation D as promulgated by the United States Securities and Exchange Commission under the Securities Act of 1933, as amended. As of the date of this report no funds have been raised and no future commitments have been received under this private placement. There is currently no public market for our common stock. While the Company believes in the viability of its strategy to initiate sales volume and in its ability to raise additional funds, there can be no assurances to that effect. The consolidated financial statements (unaudited) do not include adjustments to reflect the possible effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

 

 F-10 
 

 

Internet Sciences Inc.

Notes to Consolidated Financial Statements

For the Quarters ended June 31, 2019 and June 30, 2018

(Unaudited)

 

NOTE 3 – COMMITMENTS AND CONTINGENCIES

 

In November 2018, the Company executed a new office License Agreement to lease office space commencing on January 1, 2019 with a twelve month term ending on December 31, 2019. The monthly license fee is $1,200 per month with the first month at no charge. The Company paid a month’s rent in advance and paid a security deposit of $1,800. Rent expense for the year ended June 30, 2019 and for the year ended June 30, 2018 was $6,758 and $6,774, respectively.

 

In March 2018 the Company executed a video contact licensing agreement with guaranteed fees of $500; $1,000; $1,500; $2,000 and $2,500 for June; July; August; September; and October and thereafter until February 2019, respectively. As of June 30, 2019, $16,000 was owed.

 

On October 11, 2017 the Company executed an Engagement Memorandum for the development of a Private Placement Memorandum (PPM), Form 10 Registration Statement, Reg D Filing, obtaining CUSIP numbers, IR campaign – for the purpose of raising capital and/or recruitment of potential investors for the Company. The fee for the above mentioned services was $25,000 which included an initial payment of $5,000 which was paid in October 2017 and $20,000 due upon the Company receiving a minimum of ten indications of interest and first round of private placement funds from Licensed FINRA member broker/dealer firms to be paid out of inward investment proceeds. As of June 30, 2019, proceeds have not been secured by the Company.

 

NOTE 4 – ACCRUED COMPENSATION

 

On July 15, 2016, at a meeting of the Company’s Board of Directors, the Board resolved by unanimous vote to sign a two-year employment contract with the Company’s founder and CEO at rate of $175,000 per annum on August 1, 2016 through July 31, 2018. As of March 31, 2018, the Company accrued compensation of $262,417 and as of March 31, 2019 all accrued compensation was exchanged for stock compensation.

 

On October 29, 2017, at a meeting of the Company’s Board of Directors, the Company’s founder and CEO agreed to accept 375,000 shares of Class A shares of the company in lieu of the accrued compensation. The Company has issued 375,000 Class A shares at $0.001 par value in lieu of accrued compensation.

 

NOTE 5 – STOCKHOLDERS’ DEFICIT

 

On May 26, 2016 the Company issued 18,800,000 Class B Common Shares as founder shares for services rendered. The shares were immediately vested and therefore valued at their estimated grant date fair value of a nominal $.001 per share and recognized as compensation expense of $18,800 on the grant date.

 

On July 15, 2016 the Company issued 120,000 Class A Common Shares related to executive compensation. The shares were immediately vested and therefore valued at their estimated grant date fair value of a nominal $.001 per share and recognized as compensation expense of $120 on the grant date.

 

On July 15, 2016 the Company also issued 40,000 Class A Common Shares to three different board members related to board member services. The shares were immediately vested and therefore valued at their estimated grant date fair value of a nominal $.001 per share and recognized as compensation expense of $40 on the grant date.

 

In July 2017, as part of the formation of the VIE an affiliate paid $2,346 of formation costs which was recorded as capital contribution.

 

On October 26, 2017 the Board of Directors granted a new Director 10,000 Class A shares which was recognized immediately on the grant date of October 26, 2017 due to the de minimis value of the shares. If the Director is not employed at the cliff vesting date of August 26, 2018, the shares will be forfeited. The Company valued the shares at fair market value of $0.0155 per share.

 

On March 27, 2018 the Company issued 5,000 Class A Common Shares to Roger Young as service shares for consultancy on technology asset acquisition. The shares were immediately vested and therefore valued at their estimated grant date fair value of a nominal $.0155 per share and recognized as compensation expense of $78 on the grant date.

 

 F-11 
 

 

Internet Sciences Inc.

Notes to Consolidated Financial Statements

For the Quarters ended June 31, 2019 and June 30, 2018

(Unaudited)

 

On November 27, 2018 the Company issued 10,000 Class A Common Shares to Jennifer Buzzelli. The shares were immediately vested and therefore valued at their estimated grant date fair value of a nominal $.0155 per share and recognized as compensation expense of $155 on the grant date.

 

On December 4, 2018 the Company issued 5,000 Class A Common Shares to Alan Swersky. The shares were immediately vested and therefore valued at their estimated grant date fair value of a nominal $.0155 per share and recognized as compensation expense of $78 on the grant date.

 

On December 19, 2018 the Company issued 25,000 Class A Common Shares to Bart Fooden. The shares were immediately vested and therefore valued at their estimated grant date fair value of a nominal $.0155 per share and recognized as compensation expense of $388 on the grant date.

 

NOTE 6 – RELATED PARTY TRANSACTIONS

 

During the quarter ended June 30, 2019 the Company’s Chief Executive Officer advanced 8,305 short term, non-interest-bearing loans to the Company which is included in related party loan on the balance sheet of the Company as of June 30, 2019.

 

NOTE 7 – SUBSEQUENT EVENTS

 

Management has assessed subsequent events through August 14, 2019, the date on which the financial statements (unaudited) were available to be issued.

 

 F-12 
 

 

AHMED & ASSOCIATES CPA P.C.

35 Aberdeen Road, New Hyde Park, NY 11040

P: 516-713-9979 F: 516-706-1376 E: riz@ahmedassociatescpa.com

MEMBER

AMERICAN INSTITUTE OF

CERTIRIED PUBLIC ACCOUNTANTS

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Board of Directors and Shareholder(s) of

Internet Sciences, Inc.

New York, NY

 

I have audited the accompanying balance sheet of Internet Sciences, Inc. as of December 31, 2018 and December 31, 2017, and the related statement of income, and cash flows for the years then ended, and the related notes to the financial statements. In my opinion, the financial statements referred to previously present fairly, in all material respects, the financial position of Internet Sciences, Inc. as of December 31, 2018 and December 31, 2017 and the results of its operations and its cash flows for the fiscal years then ended in conformity with accounting principles generally accepted in the United States of America.

 

These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on the company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

I conducted the audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. My audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. My audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. I believe that my audits provide a reasonable basis for our opinion.

 

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 of the financial statements, the Company had an accumulated deficit of $202,641, a stockholders’ deficit of $96,853 and a working capital deficiency of $96,853. For the year ended December 31, 2018, the Company had a net loss of $36,037 and cash used in operating activities of $27,731. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan in regards to these matters is also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

 

I have served as the Company’s auditor since 2019

New Hyde Park, NY

May 24, 2019

 

 F-13 
 

 

Internet Sciences Inc.

Consolidated Balance Sheet

For The Years Ended December 31, 2018 and 2017

 

         
ASSETS  December 31. 2018   December 31, 2017 
         
   Current Assets          
Cash  $113   $4 
Prepaid asset   1,200    - 
Security deposit   1,800    1,500 
   Total Current Assets   3,113    1,504 
           
TOTAL ASSETS  $3,113   $1,504 
           
LIABILITIES AND STOCKHOLDERS' DEFICIT          
Current Liabilities          
Accounts payable   -    - 
Accrued expenses   41,328    32,153 
Accrued compensation - officer   -    218,667 
Stock payable   10    10 
Related party loan   58,627    30,788 
Deferred rent        - 
Total Current Liabilities   99,966    281,618 
           
Total Liabilities   99,966    281,618 
           
Commitments and contingencies (see Note 3)          
           
STOCKHOLDERS' DEFICIT          
    Common Stock, $0.001 par value 100,000,000 authorized          
Common Stock Class A, 81,200,000 Shares Designated,          
580,000 shares issued and outstanding as of December 31, 2018 and 160,000 shares issued
and outstanding December 31, 2017
  $788    160 
Common Stock Class B, 18,800,000 Shares Designated,          
18,800,000 shares issued and outstanding as of December 31, 2018 and December 31, 2017  $18,800    18,800 
    Additional paid-in-capital  $86,200    86,200 
    Accumulated Deficit  ($202,641)   (385,274)
           
   Total Stockholders' Deficit   (96,853)   (280,114)
           
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT  $3,113   $1,504 

 

See accompanying notes to consolidated financial statements

 

 F-14 
 

 

Internet Sciences Inc.

Consolidated Statement of Operations

For The Years Ended December 31, 2018 and 2017

 

   December 31, 2018   December 31, 2017 
         
Revenue  $-   $846 
          Total Revenue   -    846 
           
Operating Expenses:          
     Selling, General and Administrative   25,166    64,668 
     Marketing and Public Relations   0    330 
     Rent Expense   8,752    14,654 
     Software Development   1,491    29,908 
     Compensation and Related Taxes   628    175,156 
          Total Operating Income (Expenses)   36,037    284,716 
           
Income (Loss) from Operations   (36,037)   (283,870)
           
Other Income (Expenses):          
     Other Expense   0    (14)
          Total Other Income (Expenses)   0    (14)
           
Net Income (Loss)   (36,037)   (283,884)
           
Net Loss Per Common Share:          
     Basic  -$0.00   -$0.01 
     Diluted  -$0.00   -$0.01 
           
Weighted Average Common Shares Outstanding:          
     Basic   19,380,000    18,960,000 
     Diluted   19,380,000    18,960,000 

 

See accompanying notes to consolidated financial statements

 

 F-15 
 

 

Internet Sciences Inc.

Statement of Changes in Stockholders' Deficit

For the period from May 20, 2016 (Inception) to December 31, 2018

 

                   Total 
   Common Stock Class A   Common Stock Class B   Additional   Accumulated   Stockholders' 
   Shares   Amount   Shares   Amount   Paid-in Capital   Deficit   Deficit 
Balance, May 20, 2016 (Inception)   -   $-    -   $-   $-   $-   $- 
                                    
Issuance of Founder's Shares   -    -    18,800,000    18,800    -    -    18,800 
Issuance of common shares for compensation   160,000    160    -    -    -    -    160 
Shareholder contributions   -    -    -    -    9,386    -    9,386 
Net Loss   -    -    -    -    -    (101,390)   (101,390)
                                    
Balance, December 31, 2016   160,000   $160    18,800,000   $18,800   $9,386   $(101,390)  $(73,044)
                                    
Shareholder contributions   -    -    -    -    76,668    -    76,668 
Issuance of common shares for compensation   -    -    -    -    146    -    146 
Net Loss   -    -    -    -    -    (283,884)   (283,884)
                                    
Balance, December 31, 2017   160,000   $160    18,800,000   $18,800    86,200   $(385,274)   (280,114)
                                    
Shareholder contributions   -    -    -    -         -    0 
Issuance of common shares for compensation   45,000    431    -    -         -    431 
Reduction of accumlated deficit due to stock issue   375,000                        218,867    218,867 
Net Gain   -    -    -    -    -    (36,037)   (36,037)
                                    
Balance, December 31, 2018   580,000   $591    18,800,000   $18,800    86,200   $(202,444)  $(96,853)

 

See accompanying notes to consolidated finacial statements

 

 F-16 
 

 

Internet Sciences Inc.

Consolidated Statement of Cash Flows

For The Years Ended December 31, 2018 and 2017 

 

   For the Year Ended   For the Year Ended 
   December 31, 2018   December 31, 2017 
Cash flows from Operating activities          
Net Income (Loss)   (36,037)  $(283,884)
Adjustments to Reconcile Net Loss to Net Cash          
used in Operating Activities:          
Stock compensation   631    - 
Prior Period Adjustment   218,667      
Changes in operating assets and liabilities:          
Security deposit   (300)   450 
Prepaid asset   (1,200)   - 
Accounts payable        - 
Accrued expenses   9,175    31,051 
Accrued compensation   (218,667)   145,750 
Stock payable        10 
        Deferred rent        (975)
Cash used in operating activities   (27,731)   (107,598)
           
Cash flows from investing activities          
Acquisition of Company          
Due from related party          
Capital Expenditures/(Disposals)          
Cash used in investing activities          
           
Cash flows from financing activities          
Repayments of related party loan   (2,659)   (7,134)
Proceeds from related party loan   30,499    37,922 
         - 
Repayments to shareholder        (12,049)
Proceeds from shareholder contributions        88,863 
Cash provided by financing activities   27,840    107,602 
           
Net change in cash   109    4 
Cash at beginning of period   4    - 
Cash at end of period  $113   $4 
           
           
Supplemental cash flow information          
Cash paid for interest  $-   $- 
Cash paid for income taxes  $-   $- 

 

See accompanying notes to consolidated financial statements

 

 F-17 
 

  

Internet Sciences Inc.

Notes to Consolidated Financial Statements

For the Years ended December 31, 2018 and December 31, 2017

 

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

 

Nature of Business

 

Luxury Trine Digital Media Group, Inc. (“Luxury Trine” or the “Company”) was incorporated in the State of Delaware on May 20, 2016 and its consolidated Variable Interest Entity (“VIE”), Trine Digital Broadcasting Ltd., was incorporated in the United Kingdom on July 3, 2017.

 

On October 5, 2018, the Company changed its name to Internet Sciences Inc. (“ISI”). Internet Sciences Inc. (“ISI” or the “Company”), formerly known as Luxury Trine Digital Media Group Inc., is a development stage emerging diversified information and communications technology company specializing in cutting-edge digital transformation services, including new-media technology; telecommunication and network carrier services; IoT-enabled solutions; and managed ICT, managed cloud services, data centers and co-location services.

 

Founded in 2016, and based in New York, N.Y., ISI seeks to operate internationally with a global team known for its technological expertise, deep industry knowledge, world-class research and analytical capabilities, and innovative mindset.

 

ISI seeks to transform corporations, enterprises and government entities by providing best-in-class solutions, rooted in and driven by the technology, data, and organizational strategy required for operational excellence. Our interdisciplinary teams work in close collaboration with clients, helping them to solve their biggest problems utilizing a user-centric, data-driven approach focusing on creating seamless unified experiences across all digital, communication and physical touchpoints.

 

The Company’s principal place of business is 275 Madison Ave, 6th Floor, New York, NY 10016.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of the Company and its consolidated VIE. In the preparation of consolidated financial statements of the Company, intercompany transactions and balances are eliminated in consolidation.

 

Basis of Presentation

 

The consolidated financial statements include the accounts of the Company and its VIE, Trine Digital Broadcasting Ltd. as of December 31, 2018. In the preparation of the consolidated financial statements of the Company, intercompany transactions and balances are eliminated.

 

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

 

In the opinion of management, all adjustments (consisting of normal recurring items) necessary to present fairly the Company’s financial position as of December 31, 2018 and 2017.

 

Variable Interest Entity

 

ASC 810-10-25-38, “Consolidation of Variable Interest Entities” requires a variable interest entity (“VIE”) to be consolidated by a company if that company absorbs a majority of the VIE’s expected losses and/or receives a majority of the entity’s expected residual returns as a result of holding variable interests. Trine Digital Broadcasting is a variable interest entity as defined by ASC 810-10-25-38. As ISI owns 49.9% of the VIE and the founder (CEO) majority shareholder (a related party) of ISI controls the remaining 50.1%, ISI has been determined to be the primary beneficiary of this VIE. The VIE was formed to expand the business of ISI into the United Kingdom. There are no formal explicit arrangements as of December 31, 2018 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 December 31, 2018. Related to consolidated VIEs, it is the Company’s policy not to present non-controlling interest separately on the Company’s financial statements. During the year ended December 31, 2017, there was $2,346 of contributed capital of the Company that was used for formation expense of the VIE. Related to consolidated VIEs, it is the Company’s policy not to present non-controlling interest separately on the Company’s financial statements.

 

 F-18 
 

  

Internet Sciences Inc.

Notes to Consolidated Financial Statements

For the Years ended December 31, 2018 and December 31, 2017

 

Risks and Uncertainties for Development Stage Company

 

We are considered to be in the development stage as defined in the accounting standards since we have not commenced planned principal operations. Our activities since inception include devoting substantially all of our efforts to business planning and development. Additionally, we have allocated a substantial portion of our time and investment to the completion of our development activities to launch our marketing plan and generate revenues and to raising capital. We have generated limited revenue from operations. The Company’s activities during the development stage are subject to significant risks and uncertainties. The Company plans on raising funds through a private placement in which the Company will be offering for sale 5,000,000 shares of our common stock, $0.001 par value per share, at $2.00 per share. The offering is made in reliance upon an exemption from registration under the federal securities laws provided by Rule 506(c) of Regulation D as promulgated by the United States Securities and Exchange Commission under the Securities Act of 1933, as amended. There is currently no public market for our common stock. While the Company believes in the viability of its strategy to initiate sales volume and in its ability to raise additional funds, there can be no assurances to that effect. The financial statements do not include adjustments to reflect the possible effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

 

Use of Estimates

 

The preparation of financial statements 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.

 

Cash and Cash Equivalents

 

All highly liquid investments with maturity of three months or less are considered to be cash equivalents. The Company places its cash with a high credit quality financial institution. The Company’s account at this institution is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of December 31, 2018, and December 31, 2017, the Company did not reach bank balances exceeding the FDIC insurance limit.

 

Fair Value of Financial Instruments

 

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

 

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

 

  Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities
  Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data
  Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

 

 F-19 
 

  

Internet Sciences Inc.

Notes to Consolidated Financial Statements

For the Years ended December 31, 2018 and December 31, 2017

 

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

 

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

 

Impairment of Long-Lived Assets

 

Long-Lived Assets of the Company are reviewed for impairment whenever events or circumstances indicate that the carrying amount of assets may not be recoverable, pursuant to guidance established in ASC 360-10-35-15, “Impairment or Disposal of Long-Lived Assets”. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value.

 

Revenue Recognition

 

The Company adopted the guidance of the FASB ASC 606 “Revenue from Contracts with Customers” on January 1, 2017 and in general will record revenue when a contract with the rights of the parties identified has been approved and the parties have committed to the contract, payment terms have been established, the contract has commercial substance, performance obligations have been satisfied and collectability is probable. There was no cumulative effect of the adoption of ASC 606 “Revenue from Contracts with Customers” since the Company is in the development stage and had no revenues in 2018.

 

Advertising

 

Advertising is expensed as incurred. Advertising expenses for the years ended December 31, 2018 and for the December 31, 2017 was $0 and $330, respectively.

 

Income Taxes

 

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

 

Pursuant to ASC Topic 740-10: Income Taxes related to the accounting for uncertainty in income taxes, the evaluation of a tax position is a two-step process. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50% likelihood of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. The accounting standard also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition. The adoption had no effect on the Company’s financial statements. The tax year ending December 31, 2018 is subject to examination by the Internal Revenue Service.

 

 F-20 
 

  

Internet Sciences Inc.

Notes to Consolidated Financial Statements

For the Years ended December 31, 2018 and December 31, 2017

 

Stock Based Compensation

 

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

 

Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the service period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date.

 

Net Loss per Share

 

ASC 260 “Earnings Per Share”, requires dual presentation of basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Basic net loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period.

 

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

 

   For the year ended   For the year ended 
Net loss per common shares outstanding:  December 31, 2018   to December 31, 2017 
Class A common stock  $(0.01)  $(0.01)
Class B common stock  $(0.01)  $(0.01)
           
Weighted average shares outstanding:          
Class A common stock   580,000    160,000 
Class B common stock   18,800,000    18,800,000 
Total weighted average shares outstanding   19,380,000    18,960,000 

 

Concentration of Credit Risks

 

Financial instruments that potentially subject the company to credit risk consist principally of cash and cash equivalents and receivables. The Company places its cash and cash equivalents with financial institutions. Deposits are insured to Federal Deposit Insurance Corp. limits. At December 31, 2018 and December 31, 2017 there was no uninsured cash.

 

 F-21 
 

  

Internet Sciences Inc.

Notes to Consolidated Financial Statements

For the Years ended December 31, 2018 and December 31, 2017

 

Related Parties

 

A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

 

Recent Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update, Leases (Topic 842), intended to improve financial reporting about leasing transactions. The ASU affects all companies and other organizations that lease assets such as real estate, airplanes, and manufacturing equipment. Under the new guidance, a lessee will be required to recognize assets and liabilities for leases with lease terms of more than twelve months. Consistent with current Generally Accepted Accounting Principles (GAAP), the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. However, unlike current GAAP—which requires only capital leases to be recognized on the balance sheet— the new ASU will require both types of leases to be recognized on the balance sheet. The ASU on leases will take effect for all public companies for fiscal years beginning after December 15, 2018.

 

In February 2016, the FASB issued Accounting Standards Codification, Revenue from Contracts with Customers (Topic 606) intended to provide guidance related to general criteria for revenue recognition including identifying the contracts with a customer, identifying the performance obligations in the contracts, determining the transaction price, allocating the transaction price to the performance obligations in the contracts, and recognizing revenue when the entity satisfies a performance obligation by transferring a promised good or service to a customer. The Company adopted this standard effective January 1, 2017.

 

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

 

NOTE 2 – GOING CONCERN CONSIDERATIONS

 

The accompanying consolidated financial statements are prepared assuming the Company will continue as a going concern. At December 31, 2018, the Company had an accumulated deficit of $202,641, a stockholders’ deficit of $96,853 and a working capital deficiency of $96,853. For the year ended December 31, 2018, the Company had a net loss of $36,037 and cash used in operating activities of $27,731. These matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issue date of this report. The ability of the Company to continue as a going concern is dependent upon initiating sales and obtaining additional capital and financing. The Company plans on raising funds through a private placement in which the Company will be offering for sale 5,000,000 shares of our common stock, $0.001 par value per share, at $2.00 per share. The offering is to be made in reliance upon an exemption from registration under the federal securities laws provided by Rule 506(c) of Regulation D as promulgated by the United States Securities and Exchange Commission under the Securities Act of 1933, as amended. As of the date of this report no funds have been raised and no future commitments have been received under this private placement. There is currently no public market for our common stock. While the Company believes in the viability of its strategy to initiate sales volume and in its ability to raise additional funds, there can be no assurances to that effect. The consolidated financial statements do not include adjustments to reflect the possible effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

 

 F-22 
 

  

Internet Sciences Inc.

Notes to Consolidated Financial Statements

For the Years ended December 31, 2018 and December 31, 2017

 

NOTE 3 – COMMITMENTS AND CONTINGENCIES

 

For the period of July 1, 2016 through September 30, 2016 the Company incurred a monthly rent expense, without a lease, of approximately $1,500 per month. On October 23, 2016 the Company executed an Office License Agreement to lease office space commencing on October 1, 2016 with a twelve month term ending on September 30, 2017. The monthly license fee is $1,300 per month with the first month at no charge. The company recognized deferred rent of $1,300 on October 1, 2016 which will be amortized on a straight line basis over the term of the agreement. The Company also incurred a refundable security deposit of $1,950 related to the Office License Agreement. On June 30, 2017, the Company executed an Amendment to License Agreement which effective July 1, 2017 reduced the monthly lease expense from $1,300 to $1,000 per month and reduced the security deposit from $1,950 to $1,500. The term of the lease was extended to December 31, 2017 and defaulted to a month to month basis on January 1, 2018. The Company did not incur rent expense for June, July, August, September. Rent expense for the year ended December 31, 2018 and for the year ended December 31, 2017 was $8,752 and $14,654, respectively.

 

In November 2018, the Company executed a new 12 month lease commencing on January 1, 2019 through December 31, 2019. The Company paid the first month’s rent in advance and paid a security deposit of $1,800.

 

In March 2017 the Company executed a video contact licensing agreement with guaranteed fees of $500; $1,000; $1,500; $2,000 and $2,500 for June; July; August; September; and October and thereafter until February 2018, respectively. As of December 31, 2018, $16,000 was owed.

 

On October 11, 2017 the Company executed an Engagement Memorandum for the development of a Private Placement Memorandum (PPM), Form 10 Registration Statement, Reg D Filing, obtaining CUSIP numbers, IR campaign – for the purpose of raising capital and/or recruitment of potential investors for the Company. The fee for the above mentioned services was $25,000 which included an initial payment of $5,000 which was paid in October 2017 and $20,000 due upon the Company receiving a minimum of ten indications of interest and first round of private placement funds from Licensed FINRA member broker/dealer firms to be paid out of inward investment proceeds. As of December 31, 2018, proceeds have not been secured by the Company.

 

NOTE 4 – ACCRUED COMPENSATION

 

On July 15, 2016, at a meeting of the Company’s Board of Directors, the Board resolved by unanimous vote to sign a two-year employment contract with the Company’s founder and CEO at rate of $175,000 per annum on August 1, 2016 through July 31, 2018. As of December 31, 2017, the Company accrued compensation of $218,867 and as of December 31, 2018 all accrued compensation was exchanged for stock compensation.

 

On October 29, 2017, at a meeting of the Company’s Board of Directors, the Company’s founder and CEO agreed to accept 375,000 shares of Class A shares of the company in lieu of the accrued compensation. The Company has issued 375,000 Class A shares at $0.001 par value in lieu of accrued compensation

 

NOTE 5 – STOCKHOLDERS’ DEFICIT

 

On May 26, 2016 the Company issued 18,800,000 Class B Common Shares as founder shares for services rendered. The shares were immediately vested and therefore valued at their estimated grant date fair value of a nominal $.001 per share and recognized as compensation expense of $18,800 on the grant date.

 

On July 15, 2016 the Company issued 120,000 Class A Common Shares related to executive compensation. The shares were immediately vested and therefore valued at their estimated grant date fair value of a nominal $.001 per share and recognized as compensation expense of $120 on the grant date.

 

On July 15, 2016 the Company also issued 40,000 Class A Common Shares to three different board members related to board member services. The shares were immediately vested and therefore valued at their estimated grant date fair value of a nominal $.001 per share and recognized as compensation expense of $40 on the grant date.

 

 F-23 
 

  

Internet Sciences Inc.

Notes to Consolidated Financial Statements

For the Years ended December 31, 2018 and December 31, 2017

 

In July 2017, as part of the formation of the VIE an affiliate paid $2,346 of formation costs which was recorded as capital contribution.

 

On October 26, 2017 the Board of Directors granted a new Director 10,000 Class A shares which was recognized immediately on the grant date of October 26, 2017 due to the de minimis value of the shares. If the Director is not employed at the cliff vesting date of August 26, 2018, the shares will be forfeited. The Company valued the shares at fair market value of $0.0155 per share.

 

On March 27, 2018 the Company issued 5,000 Class A Common Shares to Roger Young as service shares for consultancy on technology asset acquisition. The shares were immediately vested and therefore valued at their estimated grant date fair value of a nominal $.0155 per share and recognized as compensation expense of $78 on the grant date.

 

On November 27, 2018 the Company issued 10,000 Class A Common Shares to Jennifer Buzzelli. The shares were immediately vested and therefore valued at their estimated grant date fair value of a nominal $.0155 per share and recognized as compensation expense of $155 on the grant date.

 

On December 4, 2018 the Company issued 5,000 Class A Common Shares to Alan Swersky. The shares were immediately vested and therefore valued at their estimated grant date fair value of a nominal $.0155 per share and recognized as compensation expense of $78 on the grant date.

 

On December 19, 2018 the Company issued 25,000 Class A Common Shares to Bart Fooden. The shares were immediately vested and therefore valued at their estimated grant date fair value of a nominal $.0155 per share and recognized as compensation expense of $388 on the grant date.

 

NOTE 6 – RELATED PARTY TRANSACTIONS

 

During the year ended December 31, 2017 the Company’s Chief Executive Officer advanced $88,863 in funds to the Company and was repaid $12,049 which is included in additional paid- in capital on the balance sheet of the Company as of December 31, 2017. The Company’s Chief Executive Officer also advanced $37,922 short term, non-interest-bearing loans to the Company and was repaid $7,134 which is included in related party loan on the balance sheet of the Company as of December 31, 2017.

 

During the year ended December 31, 2018 the Company’s Chief Executive Officer advanced 30,499 short term, non-interest-bearing loans to the Company and was repaid $2,659 which is included in related party loan on the balance sheet of the Company as of December 31, 2018.

 

NOTE 7 – SUBSEQUENT EVENTS

 

Management has assessed subsequent events through May 24, 2019, the date on which the financial statements were available to be issued.

 

 F-24 
 

  

Item 15. Recent Sales of Unregistered Securities.

 

The following sets forth information regarding all unregistered securities issued and sold by the Registrant since inception.

 

On May 20, 2016 the Company issued 18,800,000 shares of Class B Common Stock to the Company’s founder and Chief Executive Officer, Lynda Chervil. On July 15, 2016 Ms. Chervil was issued an additional 120,000 shares of Class A Common Stock as executive compensation.

 

On July 15, 2016 the Company issued 10,000 shares of its Class A Common Stock to both Mark Deutsch and Myron Gould, who are former directors, and 20,000 shares of our Class A Common Stock to Aude Soichet.

 

On October 26, 2017 the Company granted Jennifer Buzzelli, a newly appointed director 10,000 shares of the Company’s Class A common stock which will vest on August 26, 2018.

 

The offers, sales and issuances of the securities described in this Item 15 were deemed to be exempt from registration under the Securities Act under either (i) Rule 701 promulgated under the Securities Act as offers and sale of securities pursuant to certain compensatory benefit plans and contracts relating to compensation in compliance with Rule 701 or (ii) Section 4(a)(2) of the Securities Act (and Regulation D or Regulation S promulgated thereunder) as transactions by an issuer not involving any public offering. The recipients of securities in each of these transactions represented their intention to acquire the securities for investment only and not with view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the stock certificates and instruments issued in such transactions.

 

Item 16. Exhibits and Financial Statement Schedules.

 

(a) Exhibits

 

Exhibit No.   Description
     
3.1*   Certificate of Incorporation
3.2*   Amendment to Certificate of Incorporation
3.5*   Bylaws
5.1   Opinion of BlackCastle Strategies
23.1   Consent of Independent Registered Public Accounting Firm.
23.2   Consent of BlackCastle Strategies (reference is made to Exhibit 5.1).

 

*To be filed by amendment

 

 29 
 

 

Undertakings.

 

The undersigned Registrant hereby undertakes:

 

1. To file, during any period in which it offers or sells securities, a post- effective amendment to this Registration Statement to:
a. include any Prospectus required by Section 10(a)(3) of the Securities Act of 1933;
b. reflect in the Prospectus any facts or events which, individually or together, represent a fundamental change in the information set forth in this Registration Statement; and notwithstanding the forgoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of Prospectus filed with the commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; and
c. include any additional or changed material information on the plan of distribution.

 

2. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

3. To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering.

 

4. That, for determining our liability under the Securities Act to any purchaser in the initial distribution of the securities, we undertake that in a primary offering of our securities pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, we will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
a. any preliminary Prospectus or Prospectus that we file relating to the offering required to be filed pursuant to Rule 424 (Section 230.424 of this chapter);
b. any free writing Prospectus relating to the offering prepared by or on our behalf or used or referred to by us;
c. the portion of any other free writing Prospectus relating to the offering containing material information about us or our securities provided by or on behalf of us;
d. and any other communication that is an offer in the offering made by us to the purchaser.

 

Each Prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than Prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or Prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or Prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or Prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

 

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our Directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our Directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.

 

 30 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in New York City, State of New York, on the 8th day of November 2019.

 

  INTERNET SCIENCES INC.
  (Registrant)
     
  By: /s/ LYNDA CHERVIL
    Lynda Chervil, CEO

 

Signature   Title   Date
         

/s/ LYNDA CHERVIL

 

President and Chief Executive

  November 8, 2019
Lynda Chervil  

Officer and Director (Principal

Executive, Financial and

Accounting Officer)

   

 

 

 

31

 

 

 

 

EX-23.1.1 3 ex23_1.htm EXHIBIT 23.1

 

Exhibit 23.1

 

AHMED & ASSOCIATES CPA P.C.

 

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

 

To the Board of Directors and Shareholder(s) of

Internet Sciences, Inc.

New York, NY

 

I hereby consent to the inclusion of our Auditor’s Report, dated May 24, 2019, on the financial statements of Internet Sciences, Inc. for the year ended December 31, 2017 in the Company’s Report on Form S-1. We also consent to the application of such report to the financial information in the Report on Form S-1, when such financial information is read in conjunction with the financial statements referred to in my report.

 

 

 

 

 

New Hyde Park, New York

June 5, 2019

 

 

 

 

 

 

EX-23.2 4 ex23_2.htm EXHIBIT 23.2

 

Exhibit 23.2

 

AHMED & ASSOCIATES CPA P.C.

 

 

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

 

To the Board of Directors and Shareholder(s) of

Internet Sciences, Inc.

New York, NY

 

I hereby consent to the inclusion of our Auditor’s Report, dated May 24, 2019, on the financial statements of Internet Sciences, Inc. for the year ended December 31, 2018 in the Company’s Report on Form S-1. We also consent to the application of such report to the financial information in the Report on Form S-1, when such financial information is read in conjunction with the financial statements referred to in my report.

 

 

 

 

 

New Hyde Park, New York

June 5, 2019

 

 

 

 

 

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