UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
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For the Transition Period from to .
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Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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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). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer | ☐ | ☒ | |
Accelerated filer | ☐ | Smaller reporting company | |
| Emerging Growth company | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of March 31, 2025, we had
TABLE OF CONTENTS
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Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
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| Table of Contents |
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
Internet Sciences Inc.
Consolidated Balance Sheets
(Unaudited)
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ASSETS |
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Current Assets |
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Cash |
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Total Current Assets |
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Intellectual property – software |
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Deferred Compensation |
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Total Long-Term Assets |
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Total Assets |
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Liabilities and Stockholders’ Deficit |
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Current Liabilities |
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Accounts payable and accrued liabilities |
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Due to related party |
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Total Current Liabilities |
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Deferred Compensation Liabilities |
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Total Liabilities |
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Stockholders’ Deficit |
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Common Stock, $ |
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Common Stock, |
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Additional paid-in capital |
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Accumulated deficit |
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Total stockholders’ deficit |
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TOTAL Liabilities and Stockholders’ Deficit |
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See accompanying notes to consolidated financial statements (unaudited)
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| Table of Contents |
Internet Sciences Inc.
Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
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Revenue |
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Operating Expenses: |
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General and administrative |
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Professional fees |
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Compensation |
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Total operating expenses |
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Operating Loss |
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Other income (expense) |
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Net loss before taxes |
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Income tax provision |
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Net Loss |
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Net loss attributable to: |
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Non-controlling interest |
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Comprehensive Loss |
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Basic and diluted net loss per share |
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See accompanying notes to consolidated financial statements (unaudited)
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| Table of Contents |
Internet Sciences Inc.
Consolidated Statement of Changes in Stockholders’ Deficit
Three and Three months ended March 31, 2025 and 2024
(Unaudited)
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Balance at December 31, 2023 |
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Compensation |
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Net Loss |
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Balance March 31, 2024 |
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Net Loss |
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Balance at June 30, 2024 |
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Sale of Stock |
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Stock Swap B to A |
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Net Loss |
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Balance at September 30, 2024 |
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Sale of Stock |
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Compensation |
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Net Loss |
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Balance at December 31, 2024 |
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Net Loss |
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Balance March 31, 2025 |
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| Table of Contents |
Internet Sciences Inc.
Consolidated Statements of Cash Flows
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net loss |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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SUPPLEMENTAL CASH FLOW INFORMATION: |
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| Table of Contents |
Internet Sciences Inc.
Notes to Consolidated Financial Statements
For the Three months ended March 31, 2024 and 2025
(Unaudited)
NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of 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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| · | ICT refers to information communication technology |
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| Table of Contents |
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.
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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| Table of Contents |
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
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. |
| 9 |
| Table of Contents |
| · | 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.
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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| Our partners’ products include: | ||
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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.
The consolidated financial statements include the following subsidiaries:
Schedule of consolidated financial statements
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| Ownership |
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| Country |
| Interest |
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Trine Digital Broadcasting Ltd (TDB) |
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| % | ||
Institute of Technology, Informatics &Computer Analytics LLC (IoTICA) |
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| % | ||
Analygence Limited (AL) |
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| % | ||
In June 2020, AL was formed in UK as an extension of IoTICA and as a response to the limitations of travel between the UK and US caused by the COVID-19 pandemic. There were no operations through TDB and AL for the three months ended March 31, 2025 or 2024. There were no assets and liabilities of TDB and AL as of March 31, 2025 or December 31, 2024.
Trine Digital Broadcasting Ltd was dissolved in July 2024 as ISI discontinued its efforts to publish its broadcast software for HBB TV in the United Kingdom. There was no financial impact to ISI from the dissolution.
In the preparation of consolidated financial statements of the Company, intercompany transactions and balances are eliminated in consolidation.
Foreign Currency
The Company’s functional and reporting currency is the United States dollar. The functional currency of TDB and AL is the British pound. On consolidation, the subsidiaries translate their assets and liabilities to U.S. dollars using foreign exchange rates which prevailed at the balance sheet date and translate their revenues and expenses using average exchange rates during the period. Gains and losses arising on settlement of foreign currency denominated transactions are included in earnings, while differences arising from translation of balances are included in the other comprehensive income/loss. No foreign currency translation or transactions gains or losses were recognized during the three months ended March 31, 2025, or 2024 due to the absence of operations in the UK subsidiaries.
Basis of Presentation
The accompanying consolidated financial statements (unaudited) are condensed and have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with US GAAP, have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. The results of operations for the three months ended March 31, 2025, are not necessarily indicative of the operating results for the full year ended December 31, 2025.
In the opinion of management, all adjustments (consisting of normal recurring items) necessary to present fairly the Company’s financial position, results of operations, and cash flows as of and for the three months ended March 31, 2025, and 2024, have been made.
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Variable Interest Entity
ASC 810-10-25-38, “Consolidation of Variable Interest Entities,” requires a variable interest entity (“VIE”) to be consolidated by a company if that company absorbs a majority of the VIE’s expected losses and/or receives a majority of the entity’s expected residual returns as a result of holding variable interests. Trine Digital Broadcasting is a variable interest entity as defined by ASC 810-10-25-38. As ISI owns
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made by management in the accompanying financial statements include, but are not limited to, the fair value of stock-based compensation and the deferred tax asset valuation allowance.
Cash and Cash Equivalents
All highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The Company places its cash with high credit quality financial institutions. The Company’s accounts at these institutions are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $
Fair Value of Financial Instruments
The Company follows ASC 820, “Fair Value Measurements and Disclosures,” for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing US GAAP that require the use of fair value measurements establishes a framework for measuring fair value and expands disclosure about such fair value measurements.
ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:
Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data
Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.
ASC 825-10-25 Fair Value Option expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. The Company did not elect the fair value options for any of its qualifying financial instruments.
The carrying amounts reported in the balance sheet for the Company’s current assets and liabilities approximate their estimated fair market value based on the short-term maturity of these instruments.
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Revenue Recognition
The Company plans to follow the guidance of ASC 606, “Revenue from Contracts with Customers,” and will recognize revenue from the sale of products and services in accordance with the following five criteria:
Step 1: Identify the contract(s) with customers
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to performance obligations
Step 5: Recognize revenue when the entity satisfies a performance obligation
The Company plans to recognize revenue as it transfers control of promised services to its customers. The amount of revenue recognized will reflect the consideration to which the Company expects to be entitled in exchange for these services.
Income Taxes
Income taxes are accounted for under the asset and liability method as prescribed by ASC 740, “Income Taxes .” Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities, and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance, when in the Company’s opinion it is likely that some portion or the entire deferred tax asset will not be realized.
ASC 740 related to the accounting for uncertainty in income taxes, the evaluation of a tax position is a two-step process. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50% likelihood of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. The accounting standard also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition.
Stock-Based Compensation
Stock-based compensation is accounted for based on the requirements of ASC 718, “Compensation – Stock Compensation,” which requires recognition in the financial statements of the cost of employee, director, and non-employee services received in exchange for an award of equity instruments over the period the individual or entity is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of services received in exchange for an award based on the grant-date fair value of the award.
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Net Loss per Share
ASC 260 “Earnings Per Share,” requires dual presentation of basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Basic net loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period, unless the result is anti-dilutive.
Net loss per share for each class of common stock is as follows:
Schedule of Earnings Per Share |
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Net loss per share, basic and diluted |
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Net loss per common shares outstanding: |
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Weighted average shares outstanding: |
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For the three months ended March 31, 2025 and 2024, there were no potentially dilutive securities outstanding.
Software Costs
The Company accounts for software costs in accordance with several accounting pronouncements, including ASC 730, “Research and Development,” ASC 350-40, “Internal-Use Software,” ASC 985-20, “Costs of Computer Software to be Sold, Leased, or Marketed” and ASC 350-50, “Website Development Costs.”
Costs incurred during the period of planning and design, prior to the period determining technological feasibility, for all software developed for use internal and external, has been charged to operations in the period incurred as research and development costs. Additionally, costs incurred after determination of readiness for market have been expensed as research and development.
The Company will capitalize certain costs in the development of our proprietary software (computer software to be sold, leased or licensed) for the period after technological feasibility was determined and prior to our marketing and initial sales. Website development costs are capitalized under the same criteria as our marketed software, and purchased software is capitalized at cost and amortized over its useful life.
Impairment of Long-lived Assets
Long-lived assets, such as fixed assets, software and identifiable intangibles, are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required, impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. We did not recognize any impairment losses for any periods presented.
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Related Parties
The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions (see Note 3).
Recent Accounting Pronouncements
The Company has reviewed and implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations.
NOTE 2 – GOING CONCERN CONSIDERATIONS
The accompanying consolidated financial statements are prepared assuming the Company will continue as a going concern. As of March 31, 2025, the Company had an accumulated deficit of $
NOTE 3 – RELATED PARTY TRANSACTIONS
During the three months ended March 31, 2025 and 2024, the Company received advances from its CEO totaling $
NOTE 4 – 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
As of March 31, 2024 and December 31, 2024, the Company had
During the three months ended March 31, 2025, the Company did not issue any shares of class A common stock.
During the three months ended March 31, 2024, the Company issued
At December 31, 2022, the Company owed $
NOTE 5 – INTELLECTUAL PROPERTY
During the three months ended March 31, 2023, the Company acquired software from a third-party in exchange for
NOTE 6 – SUBSEQUENT EVENTS
Management has assessed subsequent events from March 31, 2025 through the date the financial statements were issued, the company is implementing is the 83i and 83b election process to address the deferred compensation in the financial statements.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Management’s Discussion and Analysis
This section of Form 10-Q includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.
Overview
Internet Sciences Inc. (“ISI” or the “Company”) was originally incorporated as Luxury Trine Digital Media Group, Inc. in the State of Delaware on May 20, 2016. On October 5, 2018, the Company changed its name to Internet Sciences Inc.
Trine Digital Broadcasting Ltd was dissolved in July 2024 as ISI discontinued its efforts to publish its broadcast software for HBB TV in the United Kingdom. There was no financial impact to ISI from the dissolution.
The consolidated financial statements include the following subsidiaries:
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| Ownership |
| ||
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| Country |
| Interest |
| |
Trine Digital Broadcasting Ltd (TDB) |
| United Kingdom |
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| 49 | % |
Institute of Technology, Informatics &Computer Analytics LLC (IoTICA) |
| USA |
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| 100 | % |
Analygence Limited (AL) |
| United Kingdom |
|
| 100 | % |
ISI is an early-stage emerging diversified information and communications technology company specializing in cutting-edge digital transformation services, including new-media technology; telecommunication and network carrier services; IoT-enabled solutions; and managed ICT, managed cloud services, data centers and co-location services.
Based in New York, N.Y., ISI seeks to operate internationally with a global team known for its technological expertise, deep industry knowledge, world-class research and analytical capabilities, and innovative mindset.
ISI seeks to transform corporations, enterprises and government entities by providing best-in-class solutions, rooted in and driven by the technology, data, and organizational strategy required for operational excellence. Our interdisciplinary teams work in close collaboration with clients, helping them to solve their biggest problems utilizing a user-centric, data-driven approach focusing on creating seamless unified experiences across all digital, communication and physical touchpoints.
The Company’s principal place of business is 1330 Avenue of the Americas, 23rd Floor, New York, New York 10065
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Our Outlook
We are an early-stage company, we commenced planned principal operations in the last 15 months. Our activities since inception include devoting substantially all of our efforts to business planning and development. Additionally, we have allocated a substantial portion of our time and investment to the completion of our development activities to launch our marketing plan and generate revenues and to raising capital. We have generated minimal revenue from operations. The Company’s activities during this early stage are subject to significant risks and uncertainties.
There is currently no public market for our common stock. While the Company believes in the viability of its strategy to initiate sales volume and in its ability to raise additional funds, there can be no assurances to that effect. The financial statements do not include adjustments to reflect the possible effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.
Results of Operations
Three months ended March 31, 2025, compared to the three months ended March 31, 2024
Revenue
The Company is considered to be an early-stage company. There were no revenues generated during the three months ended March 31, 2025 or 2024.
Operating Expenses and Loss from Operations
Total operating expenses and loss from operations for the three months ended March 31, 2025 were $19,441, an increase of $2,939 from total operating expenses and loss from operations for the comparable three months ended March 31, 2024 of $16,502. The increase is due primarily to the Companies ongoing efforts to be listed on the Canandian Stock Exchange $15,292 in 2025 offset by, professional fees $6,531 lower for the three months ended March 31, 2024 than they were for the three months ended March 31, 2025.
Other Income (Expense)
Other Income for the three months ended March 31,2025 was Interest Income of $121. There was no other income (expense) for the three months ended March 31, 2024.
Net Loss and Net Comprehensive Loss
We reported a net loss and net comprehensive loss of $19,320 and $16,502 for the three months ended March 31, 2025 and 2024, respectively, due to the factors noted above.
Liquidity and Capital Resources
Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. At March 31, 2025 and December 31, 2024, we had a cash balance of $25,058 and $211 respectively, and our working capital deficit was $68,075 and $98,935 respectively.
Accrued expenses and accounts payable were $93,134 and $99,146 as of March 31, 2025, and December 31, 2024, respectively. Accrued expenses and accounts payable for related parties were $90 and $3,089 as of March 31, 2025 and December 31, 2024, respectively.
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The Company is considered to be an early-stage company and we had no sales during the three months ended March 31, 2025 and 2024. Thus, net sales are not sufficient to fund our operating expenses. We will need to raise significant additional capital to fund our operating expenses, pay our obligations, and grow our company. We are unsure if we will be profitable in 2025. Therefore, our operations will be dependent on our ability to secure additional financing. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. If we are successful in securing additional working capital, we intend to increase our marketing efforts to grow our revenues.
Operating Activities
Net cash flows provided by operating activities for the three months ended March 31, 2025 amounted to $4,182 and was attributable to our net loss of $19,320 offset by an increase in accounts payable and accrued liabilities of $23,503.
Investing Activities
Net cash flows used in invest activities for the three months ended March 31,2025 amounted to $31,668 and was attributable to deferred compensation. The Company did not engage in any investing activities during the three months ended March 31, 2024.
Financing Activities
The Company did not engage in any financing activities during the three months ended March 31, 2025. Net cash flows provided by financing activities were $14,222 for the three months ended March 31, 2024, consisting of a $1,097 advance from our CEO and the issuance of 52,500 shares of Class A common stock for proceeds of $13,125.
Critical Accounting Policies and Estimates
Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. These estimates and assumptions are affected by management’s applications of accounting policies. Critical accounting policies for our company include revenue recognition and accounting for stock-based compensation, use of estimates, and income taxes.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made by management in the accompanying financial statements include but are not limited to the fair value of stock-based compensation and the deferred tax asset valuation allowance.
Recent Accounting Pronouncements and Adoption of New Accounting Principles
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations.
Off Balance Sheet Arrangements
None
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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.
In connection with this quarterly report, as required by Rule 15d-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company’s management, including our company’s principal executive officer and principal financial officer. Based upon that evaluation, our company’s principal executive officer and principal financial officer concluded that as of March 31, 2025 our disclosure controls and procedures were effective due to the correction of material weaknesses in our internal controls over financial reporting.
Changes in Internal Control Over Financial Reporting
There were several changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the quarter ended March 31, 2025, that have improved our internal controls over financial reporting.
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PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
Currently we are not involved in any pending litigation or legal proceeding.
Item 1A. Risk Factors.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Item 2. Unregistered Sales of Securities and Use of Proceeds.
No shares of common stock were sold or otherwise issued by the Company during the three months ended March 31, 2025.
Item 3. Defaults Upon Senior Securities.
None
Item 4. Mine Safety Disclosure.
None
Item 5. Other Information.
None
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Item 6. Exhibits.
The following documents are filed as a part of this report or are incorporated by reference to previous filings, if so indicated:
Exhibit No. |
| Description |
| Articles of Incorporation as previously filed with the SEC on Form 10 on January 25, 2018 | |
| By-Laws Inc. as previously filed with the SEC on Form 10 on January 25, 2018 | |
101.INS |
| Inline XBRL Instance 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 Label 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). |
* | Included in Exhibit 31.1 |
** | Included in Exhibit 32.1 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Internet Sciences Inc. |
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Date: May 14, 2025 | By: | /s/ Lynda Chervil |
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| Lynda Chervil |
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| Director, Chief Executive Officer, President (Principal Executive Officer) |
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Date: May 14, 2025 | By: | /s/ DeeAnn Cain |
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| Chief Financial Officer |
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| 25 |