UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Transition Period from ______ to ______.
Commission file number
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
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Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☐ Yes ☒
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act (check all that apply):
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
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| Emerging Growth |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐ Yes ☐ No
(APPLICABLE ONLY TO CORPORATE REGISTRANTS) Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of December 31, 2024,
Table of Contents
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PART I
Item 1. Business.
The Company was incorporated under the laws of the State of Delaware on May 20, 2016 as Luxury Trine Digital Media Group Inc. and subsequently changed its name to Internet Sciences Inc. on October 5, 2018. The Company has two wholly owned subsidiaries, Institute of Technology Informatics & Computer Analytics LLC, a New York limited liability company organized in September 2014 (“IoTICA”), and Analygence Limited, incorporated in the United Kingdom in April 2020.
The Company is an early-stage emerging diversified information and communications technology company specializing in cutting-edge digital transformation services, including telecommunication and network carrier services; IoT-enabled solutions; and managed ICT, managed cloud services, data centers and co-location services.
See “Business of the Company”.
CORPORATE STRUCTURE
The Company was incorporated under the laws of the State of Delaware on May 20, 2016. The head office is located at 1330 Avenue of Americas, 23rd Floor, New York, NY 10019 and its registered agent office in the State of Delaware is 8 The Green , Suite A , Dover, Delaware 19901.
BUSINESS OF THE COMPANY
General Description of the Business
The Company is an early-stage emerging diversified information and communications technology company specializing in cutting-edge digital transformation services, including telecommunication and network carrier services; IoT-enabled solutions; and managed ICT, managed cloud services, data centers and co-location services.
Based in New York, N.Y., the Company 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.
Throughout the discussion below, note that the following acronyms have been used:
| · | IoT refers to Internet of Thing |
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| · | SaaS refers to software as a service |
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| · | API refers to application interface programming |
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| · | ICT refers to information communication technology |
The Company 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. The Company has established interdisciplinary teams that, once its products have been commercialized, are expected to work in close collaboration with clients in order to help them solve their biggest problems utilizing a user-centric, data-driven approach focusing on creating seamless unified experiences across all digital, communication and physical touchpoints. Through its products, the Company intends to help facilitate digital transformation for its customers - by which manual processes, such as spreadsheet collation, calculation and verification, are performed on an automated basis. Through these services, information gathering can be automated and therefore the workforce can shift priorities to higher value activities. The effects of such digital transformation are intended to be higher productivity, lower margins and organizational focus on value-add activities. For instance, the Company hopes to provide a SAAS product that allows organizations to get better information from their data and perform that work easier, so the tasks can be performed at a lower personnel cost and yield better results. Data will come in manually or via API and be cleaned, validated or altered as per customer requirements to meet their need.
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The Company currently has four products, which are part of its intellectual property assets pipeline. One of these products, DataClenz API is an IoT based data cleansing API, has completed its development stage in February 2025. IoTIMAX API which is an IoT based data optimization API, is expected to complete its development stage by the end of March 2025. The remaining two products, DataClenz software and IoTMAX software, are companion products to the APIs but can be sold separately. The development of DataClenz and IoTIMAX software is expected to be completed during the second half of 2025. Both DataClenz API and IoTIMAX API are expected to start commercialization in April 2025.
The Company’s products are intended to target middle market and enterprise grade companies across multiple business segments. Since its products are agnostic, they could be horizontally integrated across multiple industries. However, the Company specifically targets IoT opportunities, which include connected devices and systems, information exchange and solutions to address business challenges, each as outlined below.
Products for use with connected devices and services relate in particular to (i) facilitation of (i) decentralized remote and perimeter system communication and (ii) providing mechanisms for monitoring and reporting.
Products for use relating to information exchange can be integrated into the following contexts: (i) manufacturing; (ii) inventory fleet; (iii) vehicle management; and (iv) facilities and infrastructure.
With respect to business challenges, the Company’s products are designed to assist businesses address issues such as security vulnerabilities and scalability.
increasing the adoption rate for its proprietary products, management anticipate that resources allocated towards sales and marketing for partner More specifically, the IoT primary vertical markets include manufacturing, energy and power, oil and gas, healthcare, logistics and transport and agriculture. The Company views the manufacturing market as being the most significant of these.
The Company anticipates that, following commercialization, it will enter into strategic partnerships that will be introduced by sales channel partners with the goal of integrating the Company’s products in the partners’ solution offerings. Through this process and these relationships, the Company anticipates revenue to be derived from three sources:
1. | Direct sales team of business development officers and sales directors with expertise in enterprise software sales. |
| (a) | The Company hopes to develop a pipeline of sales targets in middle market companies and enterprise grade companies to which products can be presented as solutions to fill technology gaps uncovered during the sales discovery process by using a consultative selling approach. |
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| (b) | The Company also intends to utilize partner resources (IBM and RedHat) that support sales activities with targeted email blogs and other marketing contents as “pull marketing strategies” to |
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| (c) | attract potential customers by creating reasons for them to seek out partner products that the Company intends to co-sell, in order to generate joint revenue activities. |
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2. | Sales channel partners that will support the Company’s go to market strategy and sales channel growth by recruiting resellers. The Company anticipates entering into agreements with sales channel development companies to help reach its revenue goals in 2025 and beyond. These sales channel development companies will deploy programs intended to build a pipeline of strategic value-added resellers (“VARs”) as partners to generate a return on investment, with subsequent focus on the distribution route to market. The Company’s goal is to generate five to eight VAR partners per year under these agreements. However, no such agreements have been executed and there can be no assurance that they will be executed or that, if executed, the Company will realize the benefits from the agreements that are described above. |
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3. | Publishing the Company’s products on AWS Marketplace, RedHat Marketplace, IBM Marketplace and IBM Cloud Catalogue. |
Once the Company’s products are commercialized, management expects that its revenue mix will be 20% from its proprietary products and 80% from partnering with others as a solution provider and service provider for 2025. In the years from 2026 to 2029, the Company expects an incremental shift towards more revenue coming from its proprietary products. As the Company builds capacity by products will be diverted more towards its proprietary products. With respect to the Products specifically, the Company expects revenues to be generated from licensing sales of the APIs. The API are priced to license at $25,000 for 1-year license, $40,000 for a two-year license and $50,000 for a 3-year license.
With respect to the DataClenz software and IoTIMAX software, which are expected to be out of the development pipeline in the second half of 2025, the Company seeks to adopt a mix of SaaS and licensing as a hybrid revenue model. The Company has not yet developed a hybrid pricing model for the software products as it is currently in the process of gathering data and information to benchmark pricing in accordance with industry standards and the pricing of the competitors.
Products
IoTIMAX
The Company’s universal data optimization SaaS, IotIMAX, is an agnostic data optimization solution tailored for IoT devices. The purpose of this cloud-based platform is to ensure that the user’s IoT data is continuously cleaned, optimized, and primed for real-time analytics, no matter the source or type of device. Each of the primary features of this software are described below.
| · | Agnostic integration: Compatible with any IoT platform, device, or data source and seamlessly integrates into diverse IoT ecosystems, whether on the edge, in the cloud, or within hybrid environments. |
| · | Real-time data cleansing: Automatically identifies and rectifies errors, inconsistencies, and redundancies in the user’s IoT data, which is intended to result in high-quality and reliable information providing data validation and correction. |
| · | Advanced optimization algorithms: Utilizes algorithms that are intended to enhance data for storage and processing, reducing latency and thereby boost the efficiency of IoT applications. |
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| · | Scalable cloud architecture: Designed to scale with the user’s IoT infrastructure, as it can be used in a range of contexts, from small sensor networks to extensive multi-location deployments. |
| · | Customizable workflows: Provides flexible configuration options, so that the user can customize data cleansing and optimization processes with strong front-end integration. |
| · | Robust security: Implements rigorous security measures intended to protect data from unauthorized access and breaches, which are designed to be following industry standards and regulations. |
| · | Comprehensive analytics: Provides detailed analytics and reporting tools designed to help customers gain insights into their data optimization processes and make informed decisions for continuous improvement. |
IoTIMAX API
The IoTIMAX API serves as a centralized interface for optimizing the data generated by IoT devices. In order to achieve this, IoTIMAX API incorporates the following features:
| · | Data compression: employs compression algorithms to reduce the size of IoT data streams while preserving essential information. |
| · | Deduplication: identifies and eliminates duplicate data entries within IoT datasets, ensuring that unique information is retained. |
| · | Normalization: normalizes IoT data by standardizing formats, units of measurement, and timestamps across different data sources. |
| · | Anomaly detection: utilizes machine learning algorithms to detect anomalies or unusual patterns in IoT data streams. |
| · | Data aggregation: aggregates IoT data from multiple sources or devices into a unified dataset for analysis. |
| · | Real-time processing: performs data optimization tasks in real-time or near-real-time, allowing for timely insights and responses to dynamic IoT environments. |
| · | Edge computing support: supports edge computing deployments by enabling data optimization to be performed directly on IoT devices or edge gateways. |
| · | Scalability and performance optimization: designed to scale horizontally to accommodate growing volumes of IoT data and increasing computational demands. |
| · | Security and privacy: incorporates robust security features to protect IoT data from unauthorized access, tampering, or interception. |
| · | Integration and interoperability integrate with existing IoT platforms, protocols, and data management systems. |
DataClenz
The DataClenz software specializes in cleaning, enhancing, and preparing data generated by various IoT devices for analysis and decision-making. To achieve this, DataClenz incorporates the following features:
| · | Data cleansing: removes noise, outliers, and inconsistencies from raw IoT data to improve its quality and reliability. |
| · | Normalization, and standardization: standardizes data formats and units across different sources to ensure consistency and compatibility with a universal data ingestion layer. |
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| · | Anomaly detection and validation: identifies anomalies or unusual patterns in the data that may indicate errors, faults, or significant events, providing detection and validation services. |
| · | Data enrichment: enriches raw data with additional context or information to provide more insights and context for analysis through data storage and retrieval. |
| · | Predictive analytics: utilizes machine learning algorithms to analyze historical data patterns and predict future trends or events. |
| · | Real-time processing: processes real-time data to enable timely insights and actions monitoring events and action. |
| · | Scalable architecture and flexibility: designed to handle large volumes of data from diverse IoT devices through data enrichment layer and offers flexibility in terms of deployment options. |
| · | User-friendly interface: provides an intuitive front-end integration user interface that allows users to easily upload, process, visualize, and analyze IoT data with metadata repository of user history. |
| · | Security and compliance: incorporates robust security measures to protect sensitive IoT data from unauthorized access, manipulation, or disclosure. |
| · | Integration and interoperability integrate with existing IoT platforms, systems, and workflows ingesting CSV and JSON file formats. |
DataClenz API
DataClenz is being designed to be an agnostic universal data cleansing API. Its purpose is to ensure the accuracy, consistency, and reliability of the user’s IoT data. This product is intended to be able to integrate with any IoT platform, as a solution for cleaning and standardizing data from diverse IoT devices and sensors. The anticipated benefits of this product for customers are to enhance data quality, streamline operations, and drive better decision-making. The primary features of this software are outlined below.
| · | Platform agnostic: Compatible with all major IoT platforms and protocols, as it is designed to allow for integration regardless of the user’s existing infrastructure. |
| · | Comprehensive data cleansing: Automatically detects and corrects errors, removes duplicates, fills missing values, and standardizes data formats with the intent of ensuring consistency across all devices. |
| · | Real-time processing: Cleans data in real-time and provides immediate feedback, which is intended to ensure that only accurate and reliable data is used in the customer’s applications and analytics. |
| · | Customizable rules and policies: Allows users to define custom cleansing rules and policies tailored to their specific needs to ensure the API adapts to diverse use cases and data requirements. |
| · | Scalability: Designed to handle large volumes of data, making it accessible for both small-scale IoT projects and extensive industrial IoT deployments. |
| · | Advanced analytics integration: Integrates with analytics platforms to ensure that the data being analyzed is clean, accurate, and actionable. |
| · | Security and compliance: Intended to ensure data integrity and compliance with industry standards and regulations, along with safeguarding sensitive information. |
| · | Easy integration: Simple API calls and comprehensive documentation are intended to facilitate integration into the user’s existing systems. |
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Services
The Company also offers a range of white label engineering and technical solutions through its services. These include services in the following categories, each of which are available on a global basis:
| · | Professional services |
| · | Network operation center |
| · | Securities operations center |
| · | Maintenance support |
| · | Field services |
| · | Integration services |
| · | Managed high performance WIFI network and internet services exchange |
These services are provided through the Company’s partnership with TD/SYNNEX, one of the largest global technology distributors, and potentially similar partnership arrangements that the Company may enter in the future. Through this arrangement, the Company would perform the marketing and sales activities under a white label program as the Company’s proprietary services being offered, while technical delivery of the services would be performed by TD/SYNNEX’s employees and/or contractors on behalf of the Company. However, while available, none of these services are currently being offered and there is uncertainty as to when (if ever) these services will be delivered
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Our mission is to help advance critical milestones in the future of communication technology.
How We Create Value for Clients
Our priorities are to manage and deliver our proprietary products in addition to the products and services of partner companies. Our broad inventory of partner companies’ products and services in collaboration with IBM, RedHat, TD/SYNNEX and Ingram Micro have increased our capacity and capability to be a total solutions provider.
Our core value proposition is designed to offer:
| · | Convenience – Our goal will be to provide a comprehensive offering of products and services to meet all of the information and communications technology needs of our clients. | |
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| · | Cost Effectiveness – Since ISI will use bundle pricing for its products and services, clients will benefit from our ability to provide lower prices in a bundle than purchasing individual stand-alone products or services. | |
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| · | Asset Management Software | |
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| · | Security Software |
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| · | Integration Software |
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| · | Automation Software |
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| · | Visualization Software |
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| · | Containerization Software |
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| Our partners’ services include: | ||
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| Broadband Telecom and Voice Services | ||
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| · | Digital Signage and IPTV solutions |
| Wired and Wireless Surveys | ||
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| · | SME & enterprise network design |
| · | Network installation and build | |
| · | Cloud hosting and virtualization | |
| · | Systems integration | |
| Onsite Infrastructure Support | ||
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| · | Network management |
| · | Service management | |
| · | Onsite network support | |
| Data Centers and Co-location Services | ||
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| · | Hybrid co-locations |
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| · | Hyperscale |
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| · | Cloud solutions |
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| · | Managed services |
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| · | Connectivity |
Our Market Opportunity
We see our market opportunities as follows:
Opportunities in opening new markets for our proprietary software products with direct sales and recruiting value added resellers and eventually distributing our products on technology distribution platforms.
Opportunities to acquire companies with agnostic technologies that span across horizontal markets to expand our reach to drive revenue growth.
Opportunities in building a high margin business model-open-source platform, software and hardware which offer substantial cost-savings on licenses, with better security and reliability than many leading closed-source platforms.
We intend to target acquisitions in digital telecommunication that are Tier 2 network providers, furthering opportunities with services delivered over guaranteed access networks, increasing security, quality, and speed:
| · | By migrating future clients who might use legacy technology to more efficient technology, this migration will significantly increase rental margins. |
· | By marketing internet hosted telephone platforms to satisfy demand in the global marketplace for telephone systems and services “in the cloud.” | |
· | By integrating existing installations into multimedia contact center environment. | |
· | By capitalizing on general transposition of IT services not “in the cloud,” requiring the faster, more robust | |
· | internet connectivity that some of the acquisition targets are primed to provide. | |
· | By integrating voice services with multimedia contact center applications. |
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Our Corporate Strategy
The Company’s corporate strategy focuses on executing a two-tier growth strategy:
a. Growth by acquiring existing revenue producing companies with at least 10 years of operations in the technology spaces in which they operate, a critical mass of customers, ownership of key intellectual property assets and that provide critical services to business and government customers.
b. Organic growth by developing product and services in new business segments in horizontal markets for diversification across geographies, industries, and customers.
Item 1A. Risk Factors.
As a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.
Item 1B. Unresolved Staff Comments.
None
Item 2. Properties.
We do not own any real estate or other properties and have not entered into any long-term lease or rental agreements for property.
Item 3. Legal Proceedings.
There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or stockholder is a party adverse to the Company or has a material interest adverse to the Company.
Item 4. Mine Safety Disclosures
None
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
On November 19, 2024, the Company submitted a preliminary non-offering prospectus with the Ontario Securities Commission (OSC) and the British Columbia Securities Commission (BCSC) to enable the Company to become a reporting issuer pursuant to applicable securities legislation in British Columbia and Ontario notwithstanding that no sale of its securities in contemplated.
The Company has applied to list its Common Shares on the Canadian Stock Exchange (CSE) in October 2024. The CSE has not conditionally approved the listing of the Common Shares. Listing is subject to the Company fulfilling all the listing requirements of the CSE, and there is no guarantee that the CSE will provide approval for the listing of the Common Shares.
The Company does not have any of its securities listed or quoted, has not applied to list or quote its securities, and does not intend to apply to list or quote any of its securities, on the Toronto Stock Exchange, Cboe Canada Inc., or a marketplace outside of Canada and the United States.
Item 6. [Reserved].
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Management’s Discussion and Analysis
This section of the Form 10-K includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.
Capital Resources and Liquidity
We need to seek capital from resources such as the sale of private placements in the Company’s common stock or debt financing, which may not even be available to the Company. However, if such financing were available, because we are an early-stage company with no or limited operations to date, we would likely have to pay additional costs associated with such financing and in the case of high-risk loans be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such financing. If the company cannot raise additional proceeds via such financing, it may be required to cease business operations.
During the year ended December 31, 2024, our cashflows in and out were positive with ending cash was at $52,544 and cash for the year ended December 31, 2023 was at negative $10. As of the date of this Form 10-K, the current funds available to the Company will not be sufficient to fund the expenses related to maintaining a reporting status. We are in the process of seeking additional equity financing in the form of private placements and in raising funds from registered securities to fund our intended business operations.
Management believes that if subsequent private placements are successful or we are successful in raising funds from registered securities, we will generate sales revenue consistent with the year ended December 31, 2024. However, additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.
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Results of Operations
At December 31, 2024, the Company was engaged in product development activities to continue to build a robust Intellectual Property (IP) portfolio, identifying resources for sales enablement and onboarding talents for sales and business development activities business activities. Due to a lack of funding, we have not fully deployed and implemented our Strategic Plan and our Plan of Operations.
While the Company has a current business model that it seeks to impart, we have not fully implemented our business model. We must raise debt or equity or a combination of both to fully implement the business strategies that support our business model and stay in business. In the event we do not raise any proceeds from either debt or equity or both, the Company’s existing cash will not be sufficient to fund the expenses related to maintaining reporting status and to implement its planned business. We had $686,165 in revenue for the fiscal years ended December 31, 2024 and $0 in 2023.
Total operating expenses for the year ended December 31, 2024, were $124,685 as compared to total operating expenses for the year ended December 31, 2023 were $536,588, and a net loss for the year ended December 31, 2024 of $25,939 and a net loss for the year ended December 31, 2023 of $536,588. The net gain for the year ended December 31, 2024, is a result of Revenue of $686,165 offset by expenses including General and Administrative expenses of $35,981, Professional Fees of $16,961, and Compensation of 71,743. Conversely, the net loss for the year ended December 31, 2023, is a result of General and Administrative expenses of $3,375, Professional Fees of $41,298, and Compensation of $491,915 combined with no revenue for the year. The increase in expenses in 2024 as compared to 2023 is primarily due to a decrease in Professional Fees and Compensation Expenses and an increase in General and Administrative Expenses.
Off-Balance sheet arrangements
The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the company is a party, under which the company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.
Plan of Operations
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 an early stage emerging diversified information and communications technology company specializing in cutting-edge digital transformation services, including new-media technology; telecommunication and network carrier services; IoT-enabled solutions; and managed ICT, managed cloud services, data centers and co-location services.
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 VIE as defined by ASC 810-10-25-38. As ISI owns 49% of the VIE and the founder (CEO) majority shareholder (a related party) of ISI controls the remaining 51%, ISI has been determined to be the primary beneficiary of this VIE. The VIE was formed to expand the business of ISI into the United Kingdom. There are no formal explicit arrangements as of December 31, 2020, that requires ISI to provide financial support to the VIE, although financial support is.
We are unaware of any material risks associated with this VIE.
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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.
Through its planned acquisitions in the United States and 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, , its US operations will sharply focus data centers and co-location services, internet exchange services and on organic growth by launching new business segments that design commercial intelligent software applications in Business Analytics and Business Intelligence , 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 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 1330 Avenue of the Americas, 23rd Floor, New York, NY 10019
Luxury Trine TV
Luxury Trine TV is an OTT platform with TV software assets owned by Internet Sciences which distributed short form luxury lifestyle information and entertainment content to diverse consumer segments via smart TV platforms and set top boxes from June 2017 to July 2018. The company developed 6 proprietary TV applications 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, and it is preparing to relaunch 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 Free view 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., Free view and another platform) and dedicated Free view only homes equate to 11.4 million UK households. See below figures: -
Freeview |
| 18.31 million UK households |
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Freeview ONLY |
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| 11.4 |
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Sky |
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| 8.6 |
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Cable |
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| 4.17 |
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YouView |
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| 2.2 |
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Other Sat |
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| 1.18 |
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Freesat |
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| 1.18 |
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Connected Free view is IP streamed TV which appears on the main Freeview EPG – and Ofcom estimates now that three quarters of UK households have either a connected or smart TV in their homes.
(See link https://www.ofcom.org.uk/__data/assets/pdf_file/0011/222401/communications-market-report-2021.pdf)
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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 OTT 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.
According to a 2021 Price Waterhouse Global Entertainment & Media Outlook, the UK is forecasted to return to growth this year and continues to grow over the next four years driven by sectors liberated from Covid restrictions. By 2025, the UK is set to overtake Germany as the biggest E&M market in Western Europe by revenue. Digital advertising is forecast to continue to forge ahead, rising at a CAGR of almost 8% over the next four years, twice as fast as non-digital.
| · | UK compound annual growth rate to outpace global over the forecast period |
| · | Total UK advertising spend to grow at 7% p.a. over the next 5 years as it recovers from the pandemic disruption |
| · | Total UK consumer spending on Entertainment & Media to grow at 5% p.a. over the next 5 years, driven by continued digital downloads, access and consumption |
| · | PwC forecasts growth will rebound 9% this year and over the forecast period at a compound annual growth rate (CAGR) of 5% outpacing the expected growth in E&M revenues at a global level. |
| · | By 2025, the UK’s E&M sector is expected to be worth £88bn with only the US, China, and Japan worth more globally. |
| · | Latest forecasts support optimism about augmented reality (AR) and virtual reality (VR) growing to a value of more than $44.7 billion worldwide by 2024. |
| · | By 2025, the UK’s E&M sector is expected to be worth £88bn with only the US, China, and Japan worth more globally. |
| · | The UK is a key driver for these sectors within Europe, which is forecast to hold a 25% share of the global market behind only the US and the Asia-Pacific region. |
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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 as we recognize the innovative nature of British enterprises is critical as the technologies seek new use cases outside of the gaming industry.
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.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
As a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.
Item 8. Financial Statements and Supplementary Data.
| 15 |
| Table of Contents |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Internet Sciences Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Internet Sciences Inc. (the Company) as of December 31, 2024, and 2023, and the related statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America.
Emphasis of Matter
Going Concern Considerations
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses since inception and has not achieved profitable operations, which raises substantial doubt about its ability to continue as a going concern. This is addressed through discussions with Management’s plans concerning these matters are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our 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.
We conducted our 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our 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. Our 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. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Impairment of Intangible Assets & Intellectual Property
As indicated in Note 2, Intangible Assets and Intellectual Property follow guidelines of evaluation under ASC 360. The ASC involves the use of estimates concerning the useful life & valuation of the intangible asset, and the value of the asset to the entity. The industry of the entity is fast changing with limits on useful life of technology. This creates a unique environment of on-going change and perplexity. The value presented is through the value exchanged for the issuance of stock for purchase of the intellectual property.
The principal considerations for our determination that performing procedures relating to the valuation of the intangible asset is a critical audit matter are (i) there was a high degree of auditor judgment and subjectivity in applying procedures relating to the fair value measurement of the acquired intangible asset due to the significant amount of judgment by management when developing the estimate for useful life; (ii) significant audit effort was necessary to perform procedures and evaluate audit evidence related to the useful life of the asset.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s impairment assessment, including controls over the valuation of the Company’s reporting units and controls over development of the significant assumptions including the revenue growth rates and discount rate. These procedures also included, among others, testing management’s process for developing the fair value estimate; evaluating the appropriateness of the valuation models used in management’s estimate; testing the completeness, accuracy, and relevance of underlying data used in the models; and evaluating the reasonableness of significant assumptions used by management, including the revenue growth rates and discount rate. Evaluating management’s assumptions related to the revenue growth rates involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting unit, (ii) the consistency with external market and industry data, and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. The discount rate was evaluated by considering the cost of capital of comparable businesses and other industry factors.
/s/
We have served as the Company’s auditor since 2024.
March 30, 2025
PCAOB ID
| 16 |
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Internet Sciences Inc.
Consolidated Balance Sheets
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Common Stock Curing the year 2024, all stock was converted into a single class, for comparison purposes all Class A and B stock are merged as one unit for presentation purposes for the year 2023. |
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| 17 |
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Internet Sciences Inc.
Consolidated Statement of Income
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Net Income (Loss) attributable to Internet Sciences, Inc. |
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| 18 |
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Internet Sciences Inc.
Consolidated Statement of Changes in Stockholders’ Deficit
For the Years Ended December 31, 2024 and 2023
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Balance - December 31, 2024 |
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The accompanying notes are an integral part of these consolidated financial statements.
| 19 |
| Table of Contents |
Internet Sciences Inc.
Consolidated Statements of Cash Flows
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SUPPLEMENTAL CASH FLOW INFORMATION |
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The accompanying notes are an integral part of these consolidated financial statements.
| 20 |
| Table of Contents |
Internet Sciences Inc.
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
NOTE 1 - ORGANIZATION AND OPERATIONS
Internet Sciences Inc. (“ISI” or the “Company”) was originally incorporated as Luxury Trine Digital Media Group, Inc. in the State of Delaware on May 20, 2016. On October 5, 2018, the Company changed its name to Internet Sciences Inc.
ISI is an early-stage emerging diversified information and communications technology company specializing in cutting-edge digital transformation services, including new-media technology; telecommunication and network carrier services; Internet of Things (IoT)-enabled solutions; and managed ICT, managed cloud services, data centers and co-location services.
Based in New York, N.Y, ISI seeks to operate internationally with a global team known for its technological expertise, deep industry knowledge, excellent 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. The entity plans to have their 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.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).
Principles of Consolidation
The consolidated financial statements include the following subsidiaries:
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Trine Digital Broadcasting Ltd |
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Institute of Technology, Informatics & Computer Analytics LLC (IoTICA) |
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Analygence Limited (AL) |
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| 21 |
| Table of Contents |
The Company’s functional and reporting currency is the United States dollar. The functional currency of TDB and AL is the British pound. On consolidation, the subsidiary translates its assets and liabilities to U.S. dollars using foreign exchange rates, which prevailed at the balance sheet date and translates its revenues and expenses using average exchange rates during the period. Gains and losses arising on settlement of foreign currency denominated transactions are included in other income (expense), while translation gains (losses) are reported as other comprehensive income (loss). No foreign currency translation or transactions gains or losses were recognized during the years ended December 31, 2024 or 2023 due to the absence of operations in the UK subsidiaries.
In the preparation of consolidated financial statements of the Company, intercompany transactions and balances are eliminated in consolidation.
Variable Interest Entities
The Company held a
TDB was dissolved in July 2024 as ISI discontinued its efforts to publish its broadcast software for HBB TV in the United Kingdom. There was no financial impact to ISI from the dissolution.
Cash and Cash Equivalents
In liquid investments with maturity of three months or less are considered cash equivalents. The Company places its cash with high credit quality financial institutions. The Federal Deposit Insurance Corporation (“FDIC”) up to $
Fair Value of Financial Instruments
The Company follows ASC 820, “Fair Value Measurements and Disclosures,” which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).
The three levels of the fair value hierarchy are described below:
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The fair value of accounts payable and accrued expenses, loans, and due to shareholder approximates their carrying amounts because of their immediate or short-term maturity.
The company did not have any Financial Instruments at or as of December 31, 2024 or December 31, 2023, which would require a fair value assessment.
| 22 |
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Revenue Recognition
The Company follows ASC 606, “Revenue from Contracts with Customers,” and plans to recognize revenue from the sale of products and services following the five steps procedure:
Step 1: Identify the contract(s) with customers.
Step 2: Identify the performance obligations in the contract.
Step 3: Determine the transaction price.
Step 4: Allocate the transaction price to performance obligations.
Step 5: Recognize revenue when the entity satisfies a performance obligation.
The Company will recognize revenue as it transfers control of promised services to its customers. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled in exchange for these services. The Company is in its early stage and had no revenues during years ended December 31, 2023 and 2022. The Company had revenue during December 31, 2024.
Impairment of Intangible Assets
The company follows ASC 350 & ASC 360 for the evaluation of impairment of Intangible Assets. Per the ASC the estimate of the useful life of an intangible asset to an entity shall be based on an analysis of all pertinent factors, in particular, all of the following factors with no one factor being more presumptive than the other:
| · | The expected use of the asset by the entity. |
| · | The expected useful life of another asset or a group of assets to which the useful life of the intangible asset may relate. |
| · | Any legal, regulatory, or contractual provisions that may limit the useful life. The cash flows and useful lives of intangible assets that are based on legal rights are constrained by the duration of those legal rights. Thus, the useful lives of such intangible assets cannot extend beyond the length of their legal rights and may be shorter. |
| · | The entity's own historical experience in renewing or extending similar arrangements, consistent with the intended use of the asset by the entity, regardless of whether those arrangements have explicit renewal or extension provisions. In the absence of that experience, the entity shall consider the assumptions that market participants would use about renewal or extension consistent with the highest and best use of the asset by market participants, adjusted for entity-specific factors in this paragraph. |
| · | The effects of obsolescence, demand, competition, and other economic factors (such as the stability of the industry, known technological advances, legislative action that results in an uncertain or changing regulatory environment, and expected changes in distribution channels) |
| · | The level of maintenance expenditures required to obtain the expected future cash flows from the asset (for example, a material level of required maintenance in relation to the carrying amount of the asset may suggest a very limited useful life). As in determining the useful life of depreciable tangible assets, regular maintenance may be assumed but enhancements may not. |
As of December 31, 2024, and December 31, 2023, Management based on the above criteria has not impaired the useful life of the intangible asset, the intellectual property asset, as reported upon the Balance Sheet. Management evaluates the assets yearly for impairment based on the guidelines, effectiveness, and changes within the industry.
Income Taxes
Income taxes are determined in accordance with the provisions of ASC 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.
As of and for the years ended December 31, 2024 and 2023, the Company did not have any interest and penalties associated with tax positions, or significant unrecognized uncertain tax positions.
| 23 |
| Table of Contents |
Stock Based Compensation
Stock-based compensation is accounted for based on the requirements of ASC 718, “Compensation — Stock Compensation,” which requires recognition in the financial statements of the cost of employee, director, and non-employee services received in exchange for an award of equity instruments over the period the individual or entity is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of the services received in exchange for an award based on the grant-date fair value of the award.
As of 2024, Compensation is recorded on the income statement with respect to Salaries & Wages. The compensation is subject to all taxes as payable on wages paid to an employee. The company will be filing all necessary federal, state, and local payroll forms as required in the subsequent year, 2025. Accruals for employer taxes are made within the financial statements for estimated employer payroll taxes owed on the compensation paid.
Earnings (Loss) per Share
The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share.” Basic EPS is measured as the income or loss available to common shareholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options, and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. The Company’s diluted loss per share is the same as the basic loss per share for the years ended December 31, 2024 and 2023, as the Company did not have potentially dilutive instruments outstanding. During the year 2024, all stock was converted into single class, for comparison purposes all Class A,B stock are merged as one unit for presentation purposes for the year 2023.
Net loss per share for each class of common stock is as flows:
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| Year Ended |
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| December 31, |
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| 2024 |
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| 2023 |
| ||
Net loss per share, basic and diluted |
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| ( | ) |
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| ( | ) |
Net loss per common shares outstanding: |
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Common stock - Class A |
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| ( | ) |
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| ( | ) |
Total of Class A and Class B |
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Weighted average shares outstanding: |
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Class A common stock |
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Total weighted average shares outstanding |
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Company did not have potentially dilutive instruments outstanding.
Related Parties
The Company follows ASC 850,” Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions (see Note 4).
Recent Accounting Pronouncements
The Company’s management has considered all recent accounting pronouncements and believes that these recent pronouncements will not have a material effect on the Company’s financial statements.
| 24 |
| Table of Contents |
NOTE 3 - GOING CONCERN CONSIDERATIONS
The accompanying consolidated financial statements are prepared assuming the Company will continue as a going concern. As of December 31, 2024, the Company had an accumulated deficit of $
The consolidated financial statements do not include adjustments to reflect the possible effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.
NOTE 4 - RELATED PARTY TRANSACTIONS
During the years ended December 31, 2024 and 2023, the Company’s CEO advanced $
During the years ended December 31, 2023 and 2022, the Company issued
As of December 31, 2022, the company’s CEO had advanced $
NOTE 5 - INCOME TAXES
For the years ended December 31, 2024 and 2023, the local (“United States of America”) and foreign components (“United Kingdom”) of loss before income taxes were comprised of the following:
|
| For the Year Ended |
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| December 31, |
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| 2024 |
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| 2023 |
| ||
Tax jurisdiction from: |
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- Local |
| $ | ( | ) |
| $ | ( | ) |
- Foreign |
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Loss before income taxes |
| $ | ( | ) |
| $ | ( | ) |
United States of America
Internet Sciences Inc. is registered in the State of Delaware and is subject to the tax laws of United States of America. The components of the Company’s deferred tax asset and reconciliation of income taxes are computed at the new statutory rate of
As of December 31, 2024, the operations in the United States of America had incurred $
The Company has provided for a full valuation allowance against the deferred tax assets of $
| 25 |
| Table of Contents |
United Kingdom
The Company’s subsidiary operating in United Kingdom are subject to the United Kingdom Profits Tax at a standard income tax rate of
NOTE 6 - EQUITY
Prior to September 2024 the Company has authorized
In September 2024 the Company’s Board of Directors resolved to convert all of its issued and outstanding Common Stock B shares of
Common Stock- class A
During the years ended December 31, 2024 and 2023, the Company issued
During the years ended December 31, 2024 and 2023, the Company issued
During the year December 31, 2024, the company issued
During the year December 31, 2023, the company issued
As of December 31, 2022, the company’s CEO had advanced $
As of December 31, 2024 and 2023, the Company had
NOTE 7 - SUBSEQUENT EVENTS
The Company has evaluated events occurring from December 31, 2024, through the date these financial statements were issued and noted the following item(s) require disclosure:
On February 18, 2025, the Company filed an Amended and Restated Preliminary Prospectus with the BCSC and OSC since the company failed to obtain a cleared prospectus upon its 90th anniversary day from the initial filing date of the preliminary prospectus. This filing serves as a 90-day extension that allows the Company to resolve all outstanding comments from both the OSC and CSE to allow the Company be rendered a cleared prospectus to proceed with the CSE listing.
As of March 2025, The Company is in process of filing all necessary payroll forms with the appropriate regulatory agencies. The filings may be subject to penalties and interest on amounts due for compensation issued during the year 2024. Penalties and Interest have not been calculated for reporting purposes, as the amounts are undeterminable as of the issue date of the financial statements.
| 26 |
| Table of Contents |
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.
In connection with this annual report, as required by Rule 13a -15d and 15d-15e under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company’s management, including our company’s principal executive officer and principal financial officer. Based upon that evaluation, our company’s principal executive officer and principal financial officer concluded that as of December 31, 2021 our disclosure controls and procedures were not effective due to the existence of material weaknesses in our internal controls over financial reporting.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company’s Principal Executive and Principal Financial officer and effected by the Company’s board of directors, management and other personnel to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:
1. | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions. |
2. | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with accounting principles generally accepted in the United States of America and receipts and expenditures are being made in accordance with authorizations of management and directors; and |
3. | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements. |
Management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in SEC guidance on conducting such assessments as of the end of the period covered by this report. Management conducted the assessment based on certain criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. As of December 31, 2024, management determined that there are material weaknesses that occurred over our internal control over financial reporting as discussed below.
The matters relating to internal controls and procedures that the Company’s management considered to be material pillars under the standards of the Public Company Accounting Oversight Board were:
| (1) | A functioning audit committee with a majority of outside directors on the Company’s board of directors, resulting in effective oversight in the establishment and monitoring of required internal controls and procedures. |
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|
The company has had a functioning Audit Committee during January 1, 2024 to date, comprised of 100% independent Directors who have been appointed each year by a Board of Directors comprised of a majority of independent Directors who have been elected or re-elected by proxy solicitation for the 2024 calendar year board service term and 2025 calendar year board service term by third party proxy solicitors and the results of these elections have been reported publicly via SEC filings. | ||
| 27 |
| Table of Contents |
| (2) | Adequate segregation of duties consistent with control objectives. |
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| The company has maintained segregation of duties where the person paying for account payable and account receivable invoices is not the same person entering invoices in the company’s general ledger account or create the company’s books and records or perform bank reconciliation | |
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| (3) | Insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements. |
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| While the Company has taken steps to write policies and procedures for accounting and financial reporting with respect to the application of US GAAP and SEC disclosures, however these policies are not complete due to CFO turnover in 2024. We are currently approaching completeness. | |
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| |
| (4) | ineffective controls over the period end financial disclosure and reporting processes. |
The Company has taken steps to cure controls effectiveness. We have retained the same auditor, who is in good standing with the PCAOB as last year. However there has been continued turnover of the CFO. We do not expect the CFO to turn over again in the foreseeable future.
Due to the material weaknesses identified in (3) and (4) above, management concluded that our internal controls over financial reporting were not effective as of December 31, 2024.
Material Weakness Discussion and Remediation
Management believes that the material weaknesses set forth in items (3) and (4) above did not have an effect on the Company’s previously reported financial results and currently reported financial results.
We are committed to improving our financial organization. As part of this commitment, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes.
We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.
This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. The management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to the temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 under the Exchange Act that occurred during the small business issuer’s last fiscal year that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
None
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
| 28 |
| Table of Contents |
PART III
Item 10. Directors, Executive Officers, and Corporate Governance.
Identification of directors and executive officers
Our directors serve until their successor are elected and qualified. Our officers are elected by the Board of Directors to a term of one (1) year and serve until their successor(s) is duly elected and qualified, or until they are removed from office. The Board of Directors has a Nominating Committee, an Audit Committee, a Compensation Committee, a Governance Committee and Science & Technology Committee. The Company’s current Audit Committee consists of our 100% independent directors.
The name, address, age and position of our present officers and directors is set forth below:
Name | Age | Position(s) | ||
Lynda Chervil | 54 | Chief Executive Officer, President, Director |
1 The person named above held this office from May 20, 2016, and is expected to hold her offices/positions at least until the next annual meeting of our stockholders.
DeeAnn M Cain |
| 47 |
| Chief Financial Officer |
Drew Barnholtz |
| 51 |
| Corporate Secretary |
Mark L Deutsch |
| 64 |
| Director |
Mark Maybury |
| 59 |
| Director |
Lisa Jonhson Pratt |
| 60 |
| Director |
Kenneth D Sanders |
| 65 |
| Director |
Michael Kahn |
| 55 |
| Director |
Dimitrius Hutcherson |
| 64 |
| Director |
Significant Employees
The Company does, at present, have employees other than the current officers with employment agreements.
Family Relations
There are no family relationships among the Directors and Officers of Internet Sciences Inc.
Involvement in Legal Proceedings
No Executive Officer or Director of the Company has been convicted in any criminal proceeding or is the subject of a criminal proceeding that is currently pending.
No Executive Officer or Director of the Company is involved in any bankruptcy petition by or against any business in which they are a general partner or executive officer at this time or within two years of any involvement as a general partner, executive officer, or Director of any business.
| 29 |
| Table of Contents |
Item 11. Executive Compensation.
During the years ended December 31, 2024 and 2023, the Company issued 149,000 and 136,000 shares of common stock -class A for services rendered by Executives and Directors at fair market value of $0.25 (2024) and $0.26 (2023), for total compensation of $37,375 and $48,500, respectively.
Ms. Chervil’s address is 1330 Avenue of the Americas, 23rd Floor, New York, New York 10019.
Outstanding Equity Awards at Fiscal Year-End
The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer as of December 31, 2024 and 2023.
|
| STOCK AWARDS |
|
|
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| ||||||||||||
Name and Principal Position |
| Year |
| Number of Shares or Units of Stock That Have Not Vested (#) |
|
| Market Value of Shares or Units of Stock That Have Not Vested ($) |
|
| Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
|
| Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
| ||||
Lynda Chervil |
| 2024 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
President, Chief Executive Officer, and Chairman of Board of Directors |
| 2023 |
|
| - |
|
|
| - |
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| - |
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| - |
|
David Johnson |
| 2024 |
|
| - |
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| - |
|
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| - |
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| - |
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Chief Technology Officer |
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Matthew Liotine |
|
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| - |
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| - |
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| - |
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| - |
| |
Chief Technology Officer |
| 2023 |
|
| - |
|
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| - |
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| - |
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| - |
|
Karen Hernandez |
| 2024 |
|
| - |
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| - |
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| - |
|
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| - |
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Chief Financial Officer |
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Dennis Irby |
|
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| - |
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| - |
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| - |
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| - |
| |
Chief Financial Officer |
| 2023 |
|
| - |
|
|
| - |
|
|
| - |
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| - |
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Drew Barnholtz |
| 2024 |
|
| - |
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| - |
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| - |
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| - |
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Chief Legal Counsel and Corporate Secretary |
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There were no grants of stock options since inception to the date of this Form 10-K.
We do have a long-term incentive plan that provides compensation intended to serve as incentive for performance.
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The Board of Directors of the Company has not adopted a stock option plan in 2024. The company has no plans to adopt it but may choose to do so in the future. If such a plan is adopted, this plan may be administered by a third party administrator or by the Compensation Committee appointed by the board or a committee appointed by the board. The Compensation Committee would have the power to modify, extend or renew outstanding options and to authorize the grant of new options in substitution therefore, provided that any such action may not impair any rights under any option previously granted. The Company may develop an incentive-based stock option plan for its officers and directors and may reserve up to 10% of its outstanding shares of common stock for that purpose.
Stock Awards Plan
The company has not adopted a Stock Awards Plan; however, the Company has adopted an incentive plan which is broad and includes Stock Award, Restricted Share Units, Performance Shares, Phantom Stock and Stock Options.
Director Compensation
The table below summarizes all compensation awarded to, earned by, or paid to our directors for all services rendered in all capacities to us for the periods ending December 31, 2024 and 2023.
DIRECTOR COMPENSATION
Name |
| Year |
| Fees Earned or Paid in Cash ($) |
|
| Stock Awards ($) |
|
| Option Awards ($) |
|
| Non-Equity Incentive Plan Compensation ($) |
|
| Non-Qualified Deferred Compensation Earnings ($) |
|
| All Other Compensation ($) |
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| Total ($) |
| |||||||
Lynda Chervil |
| 2024 |
|
| - |
|
|
| 3,750 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 3,750 |
|
|
| 2023 |
|
| - |
|
|
| 206,500 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 206,500 |
|
Mark Deutsch |
| 2024 |
|
| - |
|
|
| 3,750 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 3,750 |
|
|
| 2023 |
|
| - |
|
|
| 1,875 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 1,875 |
|
Michael Kahn |
| 2024 |
|
| - |
|
|
| 3,750 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 3,750 |
|
|
| 2023 |
|
| - |
|
|
| 1,875 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 1,875 |
|
Mark Maybury |
| 2024 |
|
| - |
|
|
| 3,750 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 3,750 |
|
|
| 2023 |
|
| - |
|
|
| 2,500 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 2,500 |
|
Lisa Johnson Pratt |
| 2024 |
|
| - |
|
|
| 3,750 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 3,750 |
|
|
| 2023 |
|
| - |
|
|
| 1,875 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 1,875 |
|
Kenneth Sanders |
| 2024 |
|
| - |
|
|
| 3,750 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 3,750 |
|
|
| 2023 |
|
| - |
|
|
| 1,875 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 1,875 |
|
David Beck |
| 2024 |
|
| - |
|
|
| 1,875 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 1,875 |
|
|
|
|
|
| - |
|
|
|
|
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
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|
Dimitrius Hutcherson |
| 2024 |
|
| - |
|
|
| 3,750 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 3,750 |
|
|
|
|
|
| - |
|
|
|
|
|
|
| - |
|
|
| - |
|
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| - |
|
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| - |
|
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| 31 |
| Table of Contents |
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth, as of the date of this prospectus, the total number of shares owned beneficially by our sole officer and director, and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects what this ownership will be assuming completion of the sale of all shares in this offering. The stockholder listed below has direct ownership of her shares and possesses sole voting and dispositive power with respect to the shares. The percent of class is based on 22,650,200 shares of Class A common stock issued and outstanding as of December 31, 2024.
|
| Name and |
| Nature of |
|
|
| |||
|
| Address |
| Amount and |
|
|
| |||
|
| Beneficial |
| Beneficial |
|
| Percent of |
| ||
Title of Class |
| Owner2 |
| Owner |
|
| Class |
| ||
|
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| ||
Class A Common Stock |
| Lynda Chervil1 |
|
| 13,899,700 |
|
|
| 61.4 | % |
Class A Common Stock |
| All Officers & Directors |
|
| 14,166,200 |
|
|
| 62.5 | % |
[1] | The person named above may be deemed to be a “parent” and “promoter” of our company, within the meaning of such terms under the Securities Act of 1933, as amended, by virtue of his direct and indirect stock holdings. Ms. Chervil is the only “promoter” of our company. |
[2] | Beneficial ownership is determined in accordance with the Rule 13d3(d)(1) of the Exchange Act, as amended and generally includes voting or investment power with respect to securities. Pursuant to the rules and regulations of the Securities and Exchange Commission, shares of common stock that an individual or group has a right to acquire within 60 days pursuant to the exercise of options or warrants are deemed to be outstanding for the purposes of computing the percentage ownership of such individual or group and includes shares that could be obtained by the named individual within the next 60 days. |
Item 13. Certain Relationships and Related Transactions, and Director Independence.
During the years ended December 31, 2024 and 2023, the Company issued 149,500 and 1,825,000 shares, respectively, of Class A common stock to its officers and directors for services rendered to the Company. The shares were valued at fair market value of $0.25 (2024) and $0.26 (2023) per share, for total compensation of $37,375 and $472,415 during the years ended December 31, 2024 and 2023, respectively.
As of December 31, 2022, the company’s CEO had advanced $120,893 in non-interest bearing demand loans to the company. In 2023, the company issued 116,000 worth of Class A common stock to the Company’s CEO in repayment of the advances made to the company in 2022. Those shares were valued at $1.04 per share for a total repayment amount of $120,893.
Item 14. Principal Accounting Fees and Services.
During the fiscal years ended December 31 2024, and 2023, we incurred $6,500 and $4,800, respectively, in fees to our principal independent accountants for professional services rendered in connection with the audit of our annual financial statements and interim reviews.
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| Table of Contents |
PART IV
Item 15. Exhibits, Financial Statement Schedules.
The following exhibits are incorporated into this Form 10-K Annual Report:
Exhibit No. |
| Description |
| ||
| ||
101.INS |
| Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) |
101.SCH |
| Inline XBRL Taxonomy Extension Schema Document |
101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB |
| Inline XBRL Taxonomy Extension Labels Linkbase Document |
101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document |
104 |
| Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
[1] Incorporated by reference from the Company’s 8-K filed with the Commission on October 22, 2018.
[2] Incorporated by reference from the Company’s Form 10 filed with the Commission on January 24, 2018.
* Included in Exhibit 31.1
** Included in Exhibit 32.1
| 33 |
| Table of Contents |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Internet Sciences Inc. |
| |
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Date: March 31, 2025 | By: | /s/ Lynda Chervil |
|
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| Lynda Chervil |
|
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| Executive Chairman |
|
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Date: March 31, 2025 | By: | /s/ DeeAnn M. Cain, CPA |
|
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| DeeAnn M. Cain |
|
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| Chief Financial Officer |
|
| 34 |