DRS/A

As filed with the U.S. Securities and Exchange Commission on August 30, 2021.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1 Amendment No. 3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

INTERNET SCIENCES INC.

(Exact name of Company as specified in its charter)

Delaware	______	81-2775456
(State or other jurisdiction of Incorporation)	Primary Standard Industrial Classification Code Number)	(IRS EIN)

521 Fifth Ave, 17^th  Floor

New York, New York 10175

Telephone Number 212-586 4141

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Lynda Chervil, CEO

521 Fifth Ave, 17^th  Floor

New York, New York 10175

Telephone Number 212-586 4141

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Jeff Turner, Esq.

JDT Legal PLLC

897 Baxter Drive

South Jordan, UT 84095

801-810-4465

jeff@jdt-legal.com

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

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

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

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. x

Calculation of Registration Fee

Title of Securities To Be Registered	Proposed Maximum Aggregate Offering Price (1)		Registration Fee
Class A Common Stock, par value $0.001 per share	$	10,000,000	$	1,091	(2)

(1) Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) under the Securities Act.

(2) Previously Paid

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

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

PRELIMINARY PROSPECTUS

 

August 30, 2021

Internet Sciences Inc.

2,000,000 Shares of Class A Common Stock

This is a public offering of our Class A common stock. We are selling 2,000,000 shares of Class A common stock at $5.00 per share of Class A common stock.

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

We are an “emerging growth company” as defined under the federal securities laws and, as such, we have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings.

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

	Per Share		Total
Public offering price	$	5.00	$	10,000,000
Proceeds to us (before expenses) assuming 2,000,000 shares are sold	$	5.00	$	10,000,000

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TABLE OF CONTENTS

PROSPECTUS SUMMARY	4
RISK FACTORS	8
USE OF PROCEEDS	13
DILUTION	14
SHARES ELIGIBLE FOR FUTURE SALE	15
DESCRIPTION OF CAPITAL STOCK	16
INTEREST OF NAMED EXPERTS AND COUNSEL	16
WHERE YOU CAN FIND MORE INFORMATION	17
DESCRIPTON OF BUSINESS	18
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	21
DESCRIPTION OF PROPERTY	24
EXECUTIVE COMPENSATION	25
LEGAL PROCEEDINGS	26
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S	26
COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	26
CHANGES IN AND DISAGREEMENTS WITH	26
ACCOUNTANT ON ACCOUNTING AND FINANCIAL DISCLOSURE	26
FINANCIAL STATEMENTS AND EXHIBITS	28
SIGNATURES	31

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

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

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

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PROSPECTUS SUMMARY

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

Our Business

Internet Sciences Inc. (“ISI” or the “Company”), formerly known as Luxury Trine Digital Media Group Inc., is 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.

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

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

Our mission is to help advance critical milestones in the future of communication technology.

How We Create Value for Clients

Our top priorities are to manage and deliver products and services of acquired companies while concurrently extending our current product and service offerings to meet clients’ needs. 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. We will provide semi-annual proposals with a list of recommendations to be implemented within ISI’s family of companies.

· 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.

Our Broad Inventory of the Existing Products and Services of the Acquisition Targets:

Broadbank Telecom and Voice Services

· Gigabit WAN connectivity via wireless and wired leased lines.

· Structured cabling design and installation

· Digital Signage and IPTV solutions

Wired and Wireless Surveys

· SME & enterprise network design

· Network installation and build

· Cloud hosting and virtualization

· Systems integration

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· Software development

· Consultancy

Onsite Infrastructure Support

· Network management

· Service management

· Onsite network support

Data Centers and Co-location Services

· Hybrid co-locations

· Hyperscale

· Cloud solutions

· Managed services

· Connectivity

Cybersecurity

· Audit Compliance

· Encryption

· Firewall Implementation

· Intrusion Detection/Penetration Testing

· Virus Protection

· Vulnerability Assessment/Audits

Our Market Opportunity

We see our market opportunities as follows:

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 1 and 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.

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. Currently, we do not have any planned acquisitions.

b. Organic growth by developing product and services in new business segments in horizontal markets for diversification across geographies, industries, and customers.

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Implications of Being an Emerging Growth Company

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

● A requirement to have only two years of audited financial statements and only two years of related MD&A;

● Exemption from the auditor attestation requirement in the assessment of the emerging growth company’s internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX”);

● Reduced disclosure about the emerging growth company’s executive compensation arrangements; and

● No non-binding advisory votes on executive compensation or golden parachute arrangements.

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

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

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

The Offering

Common Stock offered by the Company	This Prospectus relates to the sale of 2,000,000 shares of our Class A Common Stock.
Common Stock outstanding before the Offering	1,387,000  shares of Class A Common Stock and 18,800,000 shares of Class B common Stock, both as of August 30, 2021.
Common Stock outstanding after the Offering	3,387,000  shares of Class A Common Stock and 18,800,000 shares of Class B Common Stock
Terms of the Offering	The Company will determine when and how it will sell the Class A Common Stock offered in this Prospectus. The prices at which the Company may sell the shares of Class A Common Stock in this Offering will be determined by the Company for the shares of Class A Common Stock or in negotiated transactions.

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Termination of the Offering	The Offering will conclude upon such time as all of the Class A Common Stock has been sold pursuant to the Registration Statement.
Trading Market	Our Class A Common Stock is not traded on any market.
Use of proceeds	The use of proceeds is set forth in “Use of Proceeds.”
Risk Factors	The Class A Common Stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of his/her/its entire investment. See “Risk Factors”.

Special Note Regarding Forward-Looking Statements

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

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

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RISK FACTORS

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

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

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

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

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

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

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

We lack working capital to continue operations. We will need approximately $8 million during the next 3 months to implement our business plan. While management has had discussions with several investment bankers and underwriters, the Company has no firm commitment and has not signed any type of underwriting agreement. As such, there can be no assurance that we will secure sufficient funding to implement our business plan.

We have no commitment for additional funding.

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

We have had limited operations to date.

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

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

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

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

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

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

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

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

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

● Deploy, implement and execute a marketing plan for client acquisition and retention, to attract corporations and individuals to our services;

● Acquire digital information and communications companies; co-location comm tech data analytics

● Attract and retain qualified personnel from our competitors with experience and expertise to serve in various capacities, including sales and marketing positions; and

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

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

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

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

WE FACE INTENSE COMPETITION FROM OTHER PROVIDERS.

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

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● Larger information communication technology and telecommunications companies;

● start-up companies entering the market;

● changes in our competitors’ strategies and tactics to which we may not be able to adequately respond.

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

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

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

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

● the prices of our competitor’s services;

● the ability of competitors to launch extensive marketing campaigns;

● changes in consumer behavior;

● changes in the global economy;

● changes within the media, technology and telecommunications business sectors of the global economy.

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

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

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

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

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

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

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

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

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

RAPID CHANGES IN TECHNOLOGY COULD IMPACT OUR ABILITY TO COMPETE.

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

PAYMENTS FOR TARIFFS MAY ADVERSELY AFFECT OUR BUSINESS.

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

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

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

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

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

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

A CHANGING REGULATOY ENVIRONMENT CAN AFFECT OUR OPERATIONS.

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

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

WE MAY BE SUBJECT TO INTELLECTUAL PROPERTY CLAIMS.

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

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

WE MAY NOT BE ABLE TO SUCCESSFULLY MANAGE OUR GROWTH.

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

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

We have nominal revenues to date and will need a significant capital infusion to implement our business plan. As a result, our Independent Registered Public Accounting Firm has expressed substantial doubt about the Company’s ability to continue as a going concern in their report to the audited financial statements as of and for the years ended December 31, 2020 and 2019 included in the registration statement.

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

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

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

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

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

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

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

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

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

The Company’s executive officer and majority stockholder control 97% of our outstanding common stock. Accordingly, the Company’s executive officer and majority stockholder possess significant influence over the Company on matters submitted to the stockholders for approval, including the election of directors, mergers, consolidations, the sale of all or substantially all our assets, and also the power to prevent or cause a change in control. This amount of control gives them substantial ability to determine the future of our Company, and as such, they may elect to close the business, change the business plan or make any number of other major business decisions without the approval of shareholders. The interest of our majority stockholders may differ from the interests of our other stockholders and could therefore result in corporate decisions that are averse to other stockholders.

USE OF PROCEEDS 

We estimate that the net proceeds from this offering will be up to approximately $10,000,000. The table below depicts how we plan to utilize the proceeds of the offering if the full amount is sold; however, the amounts actually expended for the items set forth below may vary significantly and will depend on many factors, including the amount of our future revenues and the other factors described under “Risk Factors.”  Accordingly, we will retain broad discretion in the allocation of proceeds of this offering. Net proceeds may be reduced by sales commissions.

Marketing	$	125,000
Technology	$	140,000
Accounting & Legal	$	75,000
ISI & IoTICA Personnel	$	860,000
Commissions & Fees	$	1,000,000
Projects	$	5,000,000
ISI, Analygence & IoTICA Operations	$	2,400,000
Cash Reserve	$	400,000
Net Proceeds	$	10,000,000

The following table displays the use of funds where less than all securities offered may be sold.

	25%		50%		75%		100%
Marketing	$	30,542	$	62,028	$	93,514	$	125,000
Technology	$	34,207	$	69,471	$	104,736	$	140,000
Accounting & Legal	$	75,000	$	75,000	$	75,000	$	75,000
ISI & IoTICA Personnel	$	210,126	$	426,740	$	643,375	$	860,000
Commissions & Fees	$	244,332	$	496,222	$	748,111	$	1,000,000
Projects	$	1,221,662	$	2,481,108	$	3,740,554	$	5,000,000
ISI, Analygence and IoTICA Operations	$	586,398	$	1,190,932	$	1,795,466	$	2,400,000
Cash Reserve	$	97,733	$	198,499	$	299,244	$	400,000
Net Proceeds	$	2,500,000	$	5,000,000	$	7,500,000	$	10,000,000

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This expected use of the net proceeds from this offering represents our intentions based upon our current plans and prevailing business conditions, which could change in the future as such plans and conditions evolve. In the event that less than all the securities to be offered are sold, we will prioritize our use of funds in the following order: Commissions & Fees, Accounting and Legal, ISI’s acquisitions, ISI and IoTICA’s personal, ISI & IoTICA’s Operations, Technology, Marketing , Cash Reserve. Predicting the cost necessary to develop our business can be difficult, and the amounts and timing of our actual expenditures may vary significantly depending on numerous factors. As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering.

Based on our current business plans, we believe that the net proceeds from this offering, together with our existing cash and cash equivalents, will be sufficient to fund our planned operations for at least 12 months from the date of this prospectus. The expected net proceeds from this offering will not be sufficient for us to fund any of our product candidates through regulatory approval, and we will need to raise substantial additional capital to complete the development and commercialization of our product candidates. For additional information regarding our potential capital requirements, see “Risk Factors.”

Pending our use of the net proceeds from this offering, we plan to invest the net proceeds in short-term interest-bearing investment-grade securities, certificates of deposit or government securities.

DILUTION 

If you invest in our common stock in this offering, your interest will be diluted to the extent of the difference between the initial public offering price per share and the pro forma as adjusted net tangible book value per share immediately following the completion of this offering.

Our historical net tangible book value (deficit) as of June 30, 2021, was $(163,661) or $(0.008) per share of common stock based on 19,851,000 shares of Class A and B common stock outstanding as of June 30, 2021. Our net tangible book value (deficit) per share represents total tangible assets, excluding deferred offering costs, less total liabilities, all divided by the number of shares of common stock outstanding on June 30, 2021.

Our pro forma net tangible book value as of June 30, 2021 was $9,836,339 or $0.450 per share of common stock. Pro forma net tangible book value per share represents our net tangible book value per share on a pro forma basis, giving effect to the issuance of 2,000,000 shares that we will issue, based upon a public offering price of $5.00 per share.

After giving effect to the sale by us of 2,000,000 shares of common stock in this offering at an assumed public offering price of $5.00 per share and deducting estimated offering expenses of $75,000 payable by us, our pro forma as adjusted net tangible book value as of June 30, 2021 was $9,761,339 or $0.447 per share of common stock. This amount represents an immediate increase in pro forma as adjusted net tangible book value of $0.455 per share to our existing stockholders and an immediate dilution in pro forma as adjusted net tangible book value of $(4.553) per share to new investors participating in this offering. We determine dilution per share to investors participating in this offering by subtracting the pro forma as adjusted net tangible book value per share after this offering from the initial public offering price per share paid by investors participating in this offering. The following table illustrates this dilution on a per share basis.

Assumed  public offering price per share				$	5.00
Historical net tangible book value (deficit) per share as of June 30, 2021	$	(.008	)
Pro forma change in net tangible book value (deficit) per share	$	0.458
Pro forma net tangible book value per share as of June 30, 2021				$	0.450
Increase in pro forma net tangible book value per share attributable to new investors in this offering				$	0.455
Pro forma as adjusted net tangible book value per share following this offering				$	0.447
Dilution in net tangible book value per share to new investors in this offering				$	4.553

The following table summarizes, as of June 30, 2021, on a pro forma as adjusted basis as described above, the number of shares of our common stock, the total consideration and the average price per share (i) paid to us by existing stockholders and (ii) to be paid by new investors purchasing common stock in this offering at an assumed public offering price of $5.00 per share before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us:

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	Shares Purchased					Total Consideration					Average Price Per Share
	Number		Percent			Amount		Percent
Existing stockholders before this offering		19,851,000		90.85	%	$	1,985,100		16.6	%	$	.10
New investors participating in this offering		2,000,000		9.15	%	$	10,000,000		83.4	%	$	5.00
Total		21,851,000		100	%	$	11,985,100		100	%

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our common stock. Future sales of substantial amounts of our common stock, including shares issued upon the exercise of outstanding stock options and warrants, in the public market following this offering, or the possibility of these sales or issuances occurring, could adversely affect the prevailing market price for our common stock or impair our ability to raise equity capital.

Based on our shares outstanding as of June 30, 2021, upon the completion of this offering, a total of 3,051,000 and 18,800,000 shares of Class A and B common stock, respectively, will be outstanding, assuming the issuance of 2,000,000 shares of Class A Common Stock that we will issue, based upon an assumed public offering price of $5.00 per share. Of these shares, all shares of common stock sold in this offering by us will be freely tradable in the public market without restriction or further registration under the Securities Act, unless these shares are held by “affiliates” as defined in Rule 144 under the Securities Act, or Rule 144.

The remaining shares of common stock will be “restricted securities” as defined in Rule 144. These restricted securities are eligible for public sale only if they are registered under the Securities Act or if they qualify for an exemption from registration under Rule 144 or Rule 701 under the Securities Act, or Rule 701, which are summarized below. Restricted securities may also be sold outside of the United States to non-U.S. persons in accordance with Rule 904 of Regulation S under the Securities Act.

Rule 144

In general, under Rule 144 as currently in effect, once we have been subject to public company reporting requirements of Section 13 or 15(d) of the Exchange Act for at least 90 days, an eligible stockholder is entitled to sell such shares without complying with the manner of sale, volume limitation or notice provisions of Rule 144, subject to compliance with the public information requirements of Rule 144. To be an eligible stockholder under Rule 144, such stockholder must not be deemed to have been one of our affiliates for purposes of the Securities Act at any time during the 90 days preceding a sale and must have beneficially owned the shares proposed to be sold for at least six months, including the holding period of any prior owner other than our affiliates. If such a person has beneficially owned the shares proposed to be sold for at least one year, including the holding period of any prior owner other than our affiliates, then such person is entitled to sell such shares without complying with any of the requirements of Rule 144, subject to the expiration of the lock-up agreements described below.

Beginning 90 days after the date of this prospectus, within any three-month period, such stockholders may sell a number of shares that does not exceed the greater of:

• 1% of the number of shares of common stock then outstanding, which will equal approximately 218,510 shares immediately following this offering, assuming no exercise of the underwriters’ option to purchase additional shares; or

• the average weekly trading volume of our common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us.

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UNDERWRITING

The Company may use a placement agent to sell its shares of Class A Common Stock to investors. The Company may also engage an underwriter in a firm commitment or best effort offering to sell the shares of its Class A Common Stock.

Prior to this offering, there has been no public market for our shares. Consequently, the public offering price for the shares was determined by us. Among the factors considered in determining the public offering price were our results of operations, our current financial condition, our future prospects, our markets, the economic conditions in and future prospects for the industry in which we compete, our management, and currently prevailing general conditions in the equity securities markets, including current market valuations of publicly traded companies considered comparable to our company. We cannot assure you, however, that the price at which the shares will sell in the public market after this offering will not be lower than the initial public offering price or that an active trading market in our shares will develop and continue after this offering.

We have applied to have our shares quoted on NASDAQ Capital Market under the symbol “ISI.”

We estimate that the expenses of this offering will be approximately $75,000. We will pay all of the offering expenses in connection with this offering.

DESCRIPTION OF CAPITAL STOCK

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

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

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

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

INTEREST OF NAMED EXPERTS AND COUNSEL

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

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The validity of the Common Stock being offered hereby, and other certain legal matters will be passed upon for us by JDT Legal, PLLC.

The financial statements as of and for the years ended December 31, 2020 and 2019 included in this Prospectus and Registration Statement have been audited by Pinnacle Accountancy Group of Utah (a dba of Heaton & Company, PLLC), an independent registered public accounting firm, to the extent and for the periods set forth in their report appearing elsewhere herein and in the Registration Statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting. Our unaudited interim financial statements as of June 30, 2021 and for the three and six months ended June 30, 2021 and 2020 are also included herein.

WHERE YOU CAN FIND MORE INFORMATION

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

Internet Sciences Inc. (“ISI” or the “Company”) was incorporated in the State of Delaware on May 20, 2016. Its consolidated Variable Interest Entity (“VIE”), Trine Digital Broadcasting Ltd, was incorporated in the United Kingdom on July 3, 2017. It is also the 100% owner of 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’s principal place of business is located at 521 Fifth Ave, 17th Floor, New York, New York 10175.

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DESCRIPTON OF BUSINESS

OVERVIEW

On October 5, 2019, the Company changed its name to Internet Sciences Inc. (“ISI” or the “Company”). Internet Sciences Inc., 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 variable interest entity as defined by ASC 810-10-25-38. As ISI owns 49% of the VIE and the founder (CEO) majority shareholder (a related party) of ISI controls the remaining 51%, ISI has been determined to be the primary beneficiary of this VIE. The VIE was formed to expand the business of ISI into the United Kingdom. There are no formal explicit arrangements as of June 30, 2021 that require ISI to provide financial support to the VIE, although financial support is implied by the relationship. There were no operations, assets, or liabilities of the VIE as of June 30, 2021.

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

ISI is an Information 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, Cybersecurity, data storage, IoT enabling technologies and cutting edge ICT technologies for Data Analytics.

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

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

The Company’s principal place of business is 521 Fifth Ave, 17^th Floor, New York, NY 10175.

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

a. Growth by identifying and acquiring existing revenue producing companies with tenure of 10 years or greater in the technology spaces in which they operate, have attained a critical mass of customers, own intellectual property assets or provide critical services to business customers and governments. We do not currently have any planned acquisitions under executed Letters of Interest.

b. Organic growth by launching product development projects aimed to be commercialized by forming new business segments that sells its services in horizontal markets for diversification across geographies, industries, and customers.

The Company currently owns and licenses several media properties through Luxury Trine TV.

Luxury Trine TV

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

As of July 2018, the Company has ceased its broadcasting activities in the US as it is preparing to 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 Freeview which is a hybrid of terrestrial TV and OTT.

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

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

Connected Freeview, is IP streamed TV which appears on the main Freeview EPG – and Ofcom estimates that three quarters of UK households now 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)

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.

Studies

According to a 2021 Price Waterhouse Global Entertainment & Media Outlook, the UK is forecasted to return to growth this year and continue 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.

· 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.

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.

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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.

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

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

Overview

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

The company expects to reach a broad base of existing clients across Continental Europe, principally in the United Kingdom, Belgium, the Netherlands and Luxemburg. While ISI’s primary activities in the United Kingdom will focus on delivering managed high performance WIFI networks, managed ITC solutions, data centers and co-location services, broadband and mobile connectivity across Continental Europe, its US operations will sharply focus on Cybersecurity and telecommunication infrastructure as a contractor to Verizon, Comcast, AT&T and others in the telecommunication space for design engineering and installation of fiberoptic cable lines in addition to organic growth by launching new business segments that design commercial intelligent software applications, scalable cloud based platforms that deliver enterprise solutions as Platform-as -a -Service (PaaS) and infrastructure solutions as Infrastructure-as-a service (IaaS).

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

The Company’s principal place of business is 521 Fifth Avenue Ave, 17^th Floor, New York, NY 10175

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

a. Growth by identifying and acquiring existing revenue producing companies with tenure of 10 years or greater in the technology spaces in which they operate, have attained a critical mass of customers, own intellectual property assets or provide critical services to business customers and governments. We do not currently have any planned acquisitions under executed Letters of Intent.

b. Organic growth by launching product development projects aimed to be commercialized by forming new business segments that sells its services in horizontal markets for diversification across geographies, industries, and customers.

Our Outlook

We are considered to be in the development stage as defined in the accounting standards since we have not commenced planned principal operations. Our activities since inception include devoting substantially all of our efforts to business planning and development. Additionally, we have allocated a substantial portion of our time and investment to the completion of our development activities to launch our marketing plan and generate revenues and to raising capital. We have generated limited revenue from operations. The Company’s activities during the development stage are subject to significant risks and uncertainties. The Company currently plans on raising funds in the amount of $50 million through an Initial Public Offering. 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.

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Results of Operations

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

Revenue

We are considered to be an early-stage company. There were no revenues generated during the six months ended June 30, 2021 or 2020.

Operating Expenses and Loss from Operations

Total operating expenses and loss from operations for the six months ended June 30, 2021 were $2,485 a decrease of $8,669, or approximately 78%, from total operating expenses and loss from operations for the comparable six months ended June 30, 2020 of $11,154. This decrease is primarily attributable to a decrease in general and administrative expenses, professional fees, and compensation.

Other Income (Expense)

During the six months ended June 30, 2021, the Company incurred $887 in other income from PPP loan forgiveness, and $2 interest expense. There were not any other income or expenses during the six months ended June 30, 2020

Net Loss

We reported a net loss of $1,600 for the six months ended June 30, 2021 as compared to a net loss of $11,154 for the six months ended June 30, 2020 due to the factors noted above.

Liquidity and Capital Resources

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

Current liabilities were $163,661 and $162,061 as of June 30, 2021 and 2020, respectively, and consisted primarily of accounts payable, accrued liabilities, and amounts due to related parties.

The Company is considered to be in the early stage and we had no sales during the six months ended June 30, 2021. Thus, net sales are not sufficient to fund our operating expenses.  We will need to raise significant additional capital to fund our operating expenses, pay our obligations, and grow our company. We reported a net loss of $1,600 during the six months ended June 30, 2021.  At June 30, 2021, we had a working capital deficit of $163,661. We do not anticipate we will be profitable in 2021.  Therefore, our operations will be dependent on our ability to secure additional financing.  Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. If we are successful in securing additional working capital, we intend to increase our marketing efforts to grow our revenues.

Operating activities

Net cash used in operating activities for the six months ended June 30, 2021 amounted to $2,441, which was attributable to our net loss of $1,600, the forgiveness of the PPP Loan of $887, and change in accounts payable of $46. Net cash used in operating activities for the six months ended June 30, 2020 amounted to $595, which was attributable to our net loss of $11,154, stock-based compensation of $5,000, and net change in operating assets and liabilities of $5,559.

Financing activities

Net cash flows provided by financing activities were $2,441 for the six months ended June 30, 2021. We received proceeds from a related party loan of $2,441. Net cash flows provided by financing activities for the six months ended June 30, 2020 totaled $8,669, which consisted of $512 in net repayments on related party loans, $8,300 in proceeds from the issuance of common stock, and $881 in PPP loan proceeds.

Year Ended December 31, 2020, compared to Year Ended December 31, 2019.

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Revenue

We are considered to be an early-stage company. There were no revenues generated during the year ended December 31, 2020 or 2019.

Operating Expenses and Loss from Operations

Total operating expenses and loss from operations for the year ended December 31, 2020 were $39,033, a decrease of $35,246 from total operating expenses and loss from operations for the comparable year ended December 31, 2019 of $74,279. This decrease is primarily attributable to a decrease in professional fees, compensation, and general and administrative expenses.

Other Income (Expense)

For the year ended December 31, 2020, we reported net other income of $994 as compared to $0 other income (expense) for the year ended December 31, 2019.

 Net Loss

We reported a net loss of $38,039 for the year ended December 31, 2020, as compared to a net loss of $74,279 for the year ended December 31, 2019 due to the factors 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 December 31, 2020, we had a cash balance of $0 and working capital deficit of $162,061.

Current liabilities were $162,061 and $145,443 as of December 31, 2020 and 2019, respectively, and consisted primarily of accounts payable, accrued liabilities, and amounts due to related parties.

The Company is considered to be in the early stage and we had no sales during the year ended December 31, 2020. Thus, net sales are not sufficient to fund our operating expenses.  We will need to raise significant additional capital to fund our operating expenses, pay our obligations, and grow our company. We reported a net loss of $38,039 during the year ended December 31, 2020.  We do not anticipate we will be profitable in 2021.  Therefore, our operations will be dependent on our ability to secure additional financing.  Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. If we are successful in securing additional working capital, we intend to increase our marketing efforts to grow our revenues.  

Operating activities

Net cash used in operating activities for the year ended December 31, 2020 amounted to $3,581, which was comprised of a net loss of $38,039, offset by $6,300 in stock-based compensation and net change in operating assets and liabilities totaling $28,158. Net cash used in operating activities for the year ended December 31, 2019 amounted to $36,310, which was comprised of a net loss of $74,279, offset by $28,500 in stock-based compensation and net change in operating assets and liabilities totaling $9,469.

Financing activities

Net cash flows provided by financing activities were $3,560 for the year ended December 31, 2020, which consisted of net repayments on related party loans of $9,621, proceeds from the issuance of common stock of $12,300, and $881 in PPP loan proceeds. Net cash flows provided by financing activities for the year ended December 31, 2019 was $36,218 in net proceeds from related party loans.

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.

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Revenue Recognition

The Company adopted the guidance of the FASB ASC 606 “Revenue from Contracts with Customers” on January 1, 2017 and in general will record revenue when a contract with the rights of the parties identified has been approved and the parties have committed to the contract, payment terms have been established, the contract has commercial substance, performance obligations have been satisfied and collectability is probable. There was no cumulative effect of the adoption of ASC 606 “Revenue from Contracts with Customers” since the Company is in the early stage and had no revenues during the years ended December 31, 2020 or 2019, or subsequently through June 30, 2021.

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 entity or individual 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.

Use of Estimates

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

Income Taxes

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

Pursuant to ASC Topic 740-10: Income Taxes related to the accounting for uncertainty in income taxes, the evaluation of a tax position is a two-step process. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50% likelihood of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met.

Recent Accounting Pronouncements and Adoption of New Accounting Principles

The Company has reviewed an implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are no 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.

DESCRIPTION OF PROPERTY

Our principal office is located at 521 Fifth Ave, 17th Floor, New York, New York 10175. We lease this space on a month -to -month basis at a cost of $160 per month. We believe that this space is sufficient for our current needs.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

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

Name	# Shares Owned Beneficially	Percentage of Ownership (1)
Lynda Chervil	870,000 Class A Common Shares 18,800,000 Class B Common Shares	62.7% 100%

(1) Percent of ownership is based on the 1,387,000 shares of Class A Common Stock issued and outstanding and 18,800,000 shares of Class B Common Stock issued and outstanding as of August 30, 2021.

DIRECTOR AND EXECUTIVE OFFICER

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

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

EXECUTIVE COMPENSATION

During the years ended December 31, 2020 and 2019, the Company issued 50,000 and 245,000 shares of Class A Common Stock for services to the former Chief Operating Officer and Chief Executive Officer/Chairman of Board of Directors at $0.10 fair market value for total expense of $5,000 and $24,500, respectively.

During the year ended December 31, 2020, the Company recorded accrued wages totaling $16,000. On July 30, 2021, 160,000 shares of Class A common stock were issued in satisfaction of the accrual.

Summary Compensation Table

The following table presents all of the compensation paid or awarded to or earned by our principal executive officer for the fiscal years ended December 31, 2021, 2020, 2019, 2018 and 2017. Ms. Chervil is the only employee of the Company.

Name and Principal Position	Year		Salary		Bonus		Option Awards		Stock Awards(1)		Non-Equity Incentive Plan Compensation		All Other Compensation		Total
Lynda Chervil		2021	$	0	$	—	$	—	$	16,000	$	—	$	—	$	16,000
President, CEO		2020	$	0	$	—	$	—	$	5,000	$	—	$	—	$	5,000
		2019	$	0	$	—	$	—	$	24,500	$	—	$	—	$	24,500

(1) Consisting of shares issued at $0.10 fair market value.

Ms. Chervil’s address is 521 Fifth Ave, 17th Floor, New York, New York 10175. 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

AND DIRECTOR INDEPENDENCE

During the year ended December 31, 2020 the Company’s Chief Executive Officer advanced $2,822 short term, non-interest-bearing loans to the Company and was repaid $12,433. During the year ended December 31, 2019 the CEO advanced the Company $38,808 and was repaid $2,590. As of December 31, 2020 and 2019, there were $85,225 and $94,846, respectively, due to, the Company’s CEO.

During the years ended December 31, 2020 and 2019, the Company issued 60,000 and 245,000 shares of common stock -class A to its officers and director for services rendered to the Company, respectively. The shares were valued at fair market value of $.10 on the grant date and recognized as compensation expense totaling $6,000 and $24,500, respectively.

During the year ended December 31, 2020, the Company recorded accrued CEO wages of $16,000 and expenses reimbursable to its CEO of $4,985, for total related party accruals of $20,985 at December 31, 2020. The common shares were subsequently issued on July 20, 2021.

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

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LEGAL PROCEEDINGS

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

MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S

COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

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

INCORPORATION BY REFERENCE

The SEC allows us to "incorporate by reference" into this prospectus the information we have filed with the SEC. This means that we can disclose important information to you by referring you to other documents filed separately with the SEC. These other documents contain important information about us, our financial condition and results of operations. The information incorporated by reference is an important part of this prospectus. Information that we file later with the SEC will automatically update and supersede the information that is either contained, or incorporated by reference, in this prospectus, and will be considered to be a part of this prospectus from the date those documents are filed. 

We have filed with the SEC and incorporate by reference in this prospectus the documents listed below: 

· Our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed on August 13, 2021

· Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, as filed on August 19, 2021

We also incorporate by reference all additional documents that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, that are filed after the filing of the registration statement of which this prospectus is a part(excluding any information furnished pursuant to Item 2.02 or Item 7.01, or any other information furnished under Item 9.01, on any Current Report on Form 8-K, which is not deemed "filed" with the SEC), as well as between the date of this prospectus and the termination of any offering of securities offered by this prospectus.

Any statement contained in a document incorporated, or deemed to be incorporated, by reference in this prospectus shall be deemed modified, superseded, or replaced for purposes of this prospectus to the extent that a statement contained in this prospectus or in any subsequently filed document that also is, or is deemed to be incorporated, by reference in this prospectus modifies, supersedes, or replaces such statement. Any statement so modified, superseded, or replaced shall not be deemed, except as so modified, superseded, or replaced, to constitute a part of this prospectus.

You may obtain any of the documents incorporated by reference into this prospectus from the SEC through its web site at the address provided above.

CHANGES IN AND DISAGREEMENTS WITH

ACCOUNTANT ON ACCOUNTING AND FINANCIAL DISCLOSURE

On April 23, 2020, the Board of Directors of Internet Sciences, Inc. (the "Company") approved the dismissal of its then independent registered public accounting firm, Ahmad & Associates CPA, P.C. ("Ahmed") effective April 23, 2020. The Board made this decision due to the revocation of Ahmed's registration with the Public Company Accounting Oversight Board ("PCAOB").

Ahmed's reports on the financial statements of the Company for the fiscal years ended December 31, 2017 and December 31, 2018 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. During the Company's fiscal year ended December 31, 2017 and through December 31, 2018, there were (i) no disagreements with Ahmed on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Ahmed's satisfaction, would have caused Ahmed to make reference thereto in their reports on the financial statements for such years, and (ii) no "reportable events" within the meaning of Item 304(a)(1)(v) of Regulation S-K. Ahmed was not requested by the Board to recertify the 2017 and 2018 audits due to its removal from the PCAOB as a member firm.

Effective December 7, 2020, the Company engaged Pinnacle Accountancy Group of Utah (a dba of Heaton & Company, PLLC) (“Pinnacle”) as the Company's independent registered public accounting firm beginning with the fiscal years ended December 31, 2019 and 2020, as approved by the Company’s Board of Directors.

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Prior to engagement, the Company did not consult with Pinnacle regarding (1) the application of accounting principles to a specified transaction, (2) the type of audit opinion that might be rendered on the Company’s financial statements, (3) written or oral advice provided that would be an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue, or (4) any matter that was the subject of a disagreement between the Company and its predecessor auditor as described in Item 304(a)(1)(iv) or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.

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FINANCIAL STATEMENTS AND EXHIBITS

Unaudited Financial Statements for the Six Months ended June 30, 2021 and 2020

Incorporated by reference to the Company's Form 10-Q filed with the Commission on August 19, 2021

Audited Financial Statements for the Years ended December 31, 2020 and 2019

Incorporated by reference to the Company's Form 10-K filed with the Commission on August 13, 2021

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Item 15. Recent Sales of Unregistered Securities.

The following sets forth information regarding all unregistered securities issued and sold by the Registrant for the past three years:

CLASS A COMMON STOCK
Name	Date of Issuance	Number of Shares	Consideration	Exemption
Lynda Chervil	12/07/2018 09/05/2019 06/24/2020 07/24/2020	375,000 245,000 100,000 35,000	Services Services Services Services	Rule 701 Rule 701 Rule 701 Rule 701
Jean Ernest Chervil	06/24/2020	50,000	$5,000	Section 4(a)(2)
Rosenie Chervil	06/24/2020	50,000	$5,000	Section 4(a)(2)
Yolande Saint Juste	07/02/2020	50,000	$5,000	Section 4(a)(2)
Richard Marriott	01/01/2020	50,000	$5,000	Section 4(a)(2)
Alliance Equity Capital Group, Inc.	07/18/2019 09/05/2019	15,000 15,000	$1,500 $1,500	Section 4(a)(2) Section 4(a)(2)
Moise Jean Louis	07/02/2020	30,000	$3,000	Section 4(a)(2)
Christopher B Lowry	06/24/2020	26,000	$2,600	Section 4(a)(2)
Bart L Fooden	12/19/2018	25,000	$2,500	Section 4(a)(2)
Naomie Leah Chervil	07/24/2020	24,000	$2,400	Section 4(a)(2)
Getro Maceno	07/15/2020	14,000	$1,400	Section 4(a)(2)
Roseline Chervil	07/15/2020 07/24/2020	2,000 10,000	$200 $1,000	Section 4(a)(2) Section 4(a)(2)
Beer Scheba Chervil	07/15/2020 07/24/2020	1,000 10,000	$100 $1,000	Section 4(a)(2) Section 4(a)(2)
Vilicia Chervil	07/24/2020 08/19/2020	10,000 1,000	$1,000 $100	Section 4(a)(2) Section 4(a)(2)
Jennifer Buzzelli	11/27/2018	10,000	$1,000	Section 4(a)(2)
Jesula Delpe	07/06/2020	10,000	$1,000	Section 4(a)(2)
Myron Gould	02/07/2019	10,000	$1,000	Section 4(a)(2)
Hiromi Ishizu	01/10/2019	10,000	$1,000	Section 4(a)(2)
Dino Michetti	09/08/2020	10,000	$1,000	Section 4(a)(2)
Ethan M Young	07/24/2020	10,000	$1,000	Section 4(a)(2)
Alan D Swerksy	12/04/2018	5,000	$500	Section 4(a)(2)
Roger M Young	03/27/2018	5,000	$500	Section 4(a)(2)
Kevin Mabley	09/08/2020	3,000	$300	Section 4(a)(2)
Gregore G Maceno	07/15/2020	2,000	$200	Section 4(a)(2)
Jared G Maceno	07/15/2020	2,000	$200	Section 4(a)(2)
Jules G Maceno	07/15/2020	2,000	$200	Section 4(a)(2)
Cleopas Natio	08/24/2020	2,000	$200	Section 4(a)(2)
Joe Zeela Nicolas	08/19/2020	1,000	$100	Section 4(a)(2)
Cory R Joseph	07/15/2020	1,000	$100	Section 4(a)(2)
Angela Lowry	06/24/2020	1,000	$100	Section 4(a)(2)
Christopher Lowry	06/24/2020	1,000	$100	Section 4(a)(2)
Joslyn Marcelin	08/24/2020	1,000	$100	Section 4(a)(2)
Rouby B Metellus	07/15/2020	1,000	$100	Section 4(a)(2)
Giannia Toussaint	07/24/2020	1,000	$100	Section 4(a)(2)
Dafnie Nacius		1,000	$100	Section 4(a)(2)
Jeffrey Turner	08/11/2021	15,000	$1,500	Section 4(a)(2)

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Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits

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

(b) Financial Statement Schedules.

No financial statement schedules are provided because the information called for is not required or is shown either in the financial statements or related notes.

Item 17. Undertakings.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in New York City, State of New York, on the 30^th day of August 2021.

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

Signature	Title	Date
/s/ LYNDA CHERVIL	President and Chief Executive	August 30, 2021
Lynda Chervil	Officer and Director (Principal Executive, Financial and Accounting Officer)

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EX-3.1

Exhibit 3.1

State of Delaware Secretary of State Division of Corporations CERTIFICATE. OF INCORPORATION OF LUXURY TRINE DIGITAL MEDIA GROUP, INC. Delivered 01:33 PM 05/20/2016 FILED 01:33 PM 05/20/2016 SR 20163505741 - File Number 6047600 FIRST: The name of the corporation (hereinafter called the "corporation") is called Luxury Trine Digital Media Group, Inc. SECOND: The address, including street, number, city, and county, of the registered office of the corporation in the State of Delaware is 341 Raven Circle, Wyoming, Kent County, Delaware. Zip code 19934. The name of the register agent of the corporation in the State of Delaware at such address is Corporations USA, LLC. THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. FOURTH: The total number of shares of stock which the Corporation is authorized to issue is 100,000,000 shares of capital stock, as follows: (i) 81,200,000 shares shall be designated as Class A Common Stock, at $0.001 par value per share; (ii) 18,800,000 shares will be designated as Class B Common Stock, at 50.001 par value per share. FIFTH: The powers, preferences and rights of the Class A Common Stock and Class B Common Stock, and the qualifications, limitations and restrictions thereof, shall be in all respects identical except as otherwise required by law or expressly provided in this Certificate of Incorporation, The record holders of Common Stock shall be entitled to receive such dividends and other distributions in cash, stock or property of the Corporation as may be declared thereon by the board of directors out of funds legally available therefore. Each share of Class A Common Stock and each share of Class B Common Stock shall have identical rights with respect to dividends and distributions (including distributions in connection with any recapitalization, and upon liquidation, dissolution or winding up of the Corporation); provided, that dividends or distributions payable on Common Stock in shares of Common Stock shall he made only to all holders of Common Stock, and may he made only in shares of Class A Common Stock to the record holders of Class A Common Stock and in shares of Class 1-1 Common Stock to the record holders of Class B Common Stock. On each matter that the holders of Common Stock arc entitled to vote, each share of Class A Common Stock shall he entitled to one (1) vote per share and each share ofClass B Common Stock shall be entitled to three (3) votes per share. SIXTH: The name and mailing address of the incorporator are as follows: NAME ADDRESS Robert J. Mottern Davis Gillett Vlottern & Sims, LLC 1230 Peachtree Street, NI., Suite 2445 Atlanta, Georgia 30309 SEVENTH: The corporation is to have perpetual existence. EIGHTH: The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (h) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented. NINETH; The corporation shall, to the fullest extent permitted by the provisions of Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person. TENTH: From time to time any of the provisions of this certificate of incorporation may be amended, altered, or repealed, and other provisions authorized by the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws. and all rights at any time conferred upon the stockholders of the corporation by this certificate of incorporation are granted subject to the provisions of this Article TENTH. ELEVENTH: The business of the Corporation shall be managed by its Board of Directors. The number of such directors shall not be less than one (I) and, subject to such minimum may be increased or decreased from time to time in the manner provided in the By-Laws. TWELVI'H: No shareholder shall have any right to acquire shares or other securities of the Corporation except to the extent to such right may be granted by an amendment to these Articles of Incorporation or by a resolution of the Board of Directors. THIRTEENTH: To the extent permitted by law, no contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for this reason, or solely because the directors or officers are present at or participate in the meeting of the board or committee thereof' which authorizes the contract or transaction, or solely because the directors or officers or their votes are counted for such purpose. DATED: May 2O 2016. By: /s/ Robert J. Mottern, Esq. Incorporator Name: Robert J. Mottern, Esq. (Type or Print Name)

EX-3.2

Exhibit 3.2

The corFiorat ion orttranized and existing on icr and by virtue or the General Corporation l.aw or the State of Delaware does hereby certily.: FIRST That at a meeting of the Board or Directors or LUXURY TRINE DIGITAL MEDI.A GROUP INC. RESOLVED, that the Ce2r:ifi cir incorporation or this corporation he amended by changing the Arlie ic thereof numbered rat, as amended. said Article shall he and read as follows: INTERNET SCIENCES I_NC, SECOND That said amendment was duly adopted in accordance with the pirpvlsions of Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF. said corporation has caused this certificate to he signed this 5 day or f )ctoher 20 S. By: A uthorizt:d Officer Tit e: State of Delaware Secretary of State Division of Corporations Delivered 04:25 PM 10/051018 FILED 04:25 PM 10/0512018 SR 20187016313 - File Number 6047600

EX-3.5

Exhibit 3.5

  ORGANIZATIONAL MINUTES OF THE INITIAL BOARD OF DIRECTORS OF LUXURY TRINE DIGITAL MEDIA GROUP, INC. Pursuant to the applicable provisions of Delaware law, the undersigned, being the Incorporator for Luxury Trine Digital Media Group, Inc. (the "Corporation"), hereby nominates and appoints Lynda Chervil, Mark L. Deutsch, Aude Soichet and Myron Gould (the "Directors") as the directors and officers of the Corporation, to serve until the next annual meeting of the Board of Directors of the Corporation, and the Directors hereby accept their appointment as initial directors by their signatures to these Organizational Minutes. Pursuant to the applicable provisions of Delaware law, the undersigned, being the only member of the Board of Directors of the Corporation, hereby consents to the following actions being taken and the following resolutions being adopted without a meeting for the purpose of organizing the Corporation, and in the order presented below, and hereby directs that this written consent be delivered to the Corporation for inclusion in the minute book of the Corporation. 1. The Certificate of Incorporation of the Corporation, filed with the Secretary of State of Delaware on or about May 20, 2016, is hereby approved and accepted, and the Secretary of the Corporation is hereby directed to place a copy thereof in the minute book of the Corporation. 2. The following persons are hereby elected officers of the Corporation with the titles shown to serve at the pleasure of the Board of Directors until their successors are elected and qualify: NAME TITLE Lynda Chervil Chief Executive Officer/President/Secretary/Treasurer 3. The Directors hereby authorize and empower the President of the Corporation to hire and employ such other assistants, agents and employees, for such duties, at such compensation, and on such terms and conditions as the President may deem necessary or desirable. 4. The shares of capital stock will be issued in book entry form, without physical certificates, unless and until certificates are authorized by further resolution of the Board of Directors. 5. The stock subscriptions of the following persons to purchase the number of shares of common stock of the Corporation at the consideration set opposite their respective names are hereby accepted and the Board of Directors hereby determines that the consideration set forth in such subscriptions is adequate: NAME NUMBER OF SHARES CONSIDERATION Lynda Chervil 18,800,000 Class B Common $10 Shares 6. The stock subscription for Lynda Chervil is attached hereto as Exhibit A and is hereby approved. 7. The Secretary of the Corporation is hereby authorized and directed to insert these stock subscriptions in the minute book of the Corporation. The Directors hereby acknowledge receipt of the payments due the Corporation under the subscription agreements referred to above, and authorizes and directs the officers of the Corporation to execute and deliver to the subscribers certificates for the number of shares so subscribed upon receipt by the Corporation of payment thereof. 8. The fiscal year of the Corporation initially shall be the year ending December 31; provided, however, that the Board of Directors may change the fiscal year after reviewing all of the facts and circumstances at any time and from time to time. 9. The Bylaws which are attached to these minutes as Exhibit B are hereby approved and ratified. 10. The Treasurer of the Corporation, with the approval of the President, is hereby authorized and directed to open an account in the name and on behalf of the Corporation with any bank, which shall be a depository for the Corporation's funds. The Directors hereby resolve that the foregoing resolutions be, and the same hereby are, adopted as the resolutions of the Corporation. The Treasurer, with the approval of the President, is further authorized to open such other bank account or accounts in the name and on behalf of the Corporation as she may deem necessary or desirable. 11. The Treasurer of the Corporation, with the approval of the President, is hereby authorized and directed to pay all reasonable charges incident to or arising out to the organization of the Corporation and to reimburse any person or persons who have incurred any expenses or made any disbursements therefor. 12. The Directors will further authorize and empower the Corporation to pay or reimburse the President of the Corporation and such other officers and employees as the President may designate for all such ordinary and necessary business expenses upon presentation by them, from time to time, of itemized accountings of such expenses. 13. In order to comply with legal requirements imposed in the Corporation, as well as on its directors and officers, the officers of the Corporation are instructed to obtain information and direction from the Internal Revenue Service or from the Corporation's attorneys on withholding, social security, unemployment taxes and related requirements and to take whatever actions may be necessary or appropriate to comply therewith. 2 14. The Directors hereby ratify and approve of all acts taken in the name of the Corporation by an officer, director or incorporator of the Corporation. The Directors of the Corporation hereby give their ctsent to the actions described herein, to be effective as of 20th day of May, 201 corporator Lynda C rvtl, Director Mark L. Deutsch, Director Aude Soichey)ireViii- Myr ould, Director 3 Exhibit A Subscription Agreement for the Purchase of Shares of Luxury Trine Digital Media Group, Inc. PURCHASER hereby subscribes for and agrees to purchase 18,800,000 shares of Class B Common Stock (the "Shares") of Luxury Trine Digital Media Group, Inc. (the "Corporation"), a corporation organized and existing under the laws of the State of Delaware, in consideration for the sum of $10, the receipt and adequacy of which is hereby acknowledged. I acknowledge that the issuance of the Shares will not be registered under the federal Securities Act of 1933, as amended (the "1933 Act") in reliance upon exemptions from registration contained in those respective acts, and that the Corporation's reliance upon such exemptions is based in part upon the representations, warranties and agreements contained in this Subscription Agreement. I acknowledge that, prior to the execution of this Subscription Agreement, I have had the opportunity to ask questions of and receive answers or obtain additional information from a representative of the Corporation concerning the financial and other affairs of the Corporation and the terms and conditions of the offering of Shares to which this Subscription Agreement relates, and, to the extent I believe necessary in light of my personal knowledge of the Corporation's affairs, I have asked such questions and received satisfactory answers. I represent, warrant and agree as follows: (1) I have carefully read this Subscription Agreement and, to the extent I believe necessary, I have discussed the representations, warranties and agreements which I make by signing it and the applicable limitations upon my resale of the Shares with my counsel and counsel for the Corporation. (2) I am purchasing the shares for my own account, with the intention of holding the shares for investment with no present intention of dividing or allowing others to participate in this investment or of reselling or otherwise participating, directly or indirectly, in a distribution of the Shares; and I shall not make any sale, transfer or other disposition of the Shares without registration under the 1933 Act or unless an exemption from registration is available under each of those acts. (3) I am familiar with the business in which the Corporation will be engaged, and based upon my knowledge and experience in financial and business matters, I am familiar with the investments of the sort which I am undertaking herein. I am fully aware of the problems and risks involved in making an investment of this type and I am capable of evaluating the merits and risks of this investment. (4) This investment is in accord with the nature and size of my present investments and net worth, and I am financially able to bear the economic risk of this investment, including the ability to afford holding the Shares for an indefinite period or to afford a complete loss of this investment. (5) I am eighteen years of age or older, am duly authorized to sign the Subscription Agreement. (6) I understand that the provisions of Rule 144 under the 1933 Act are not available to permit resales of these Shares, and due to the nature of the business of the Corporation and the conditions of Rule 144, it is unlikely that the conditions necessary to permit routine sales of the shares under Rule 144 will ever be satisfied, and, if the provisions of Rule 144 should become available, routine sales made in reliance upon its provisions could be made only in limited amounts and in accordance with the terms and conditions of the Rule. I further understand that in connection with sales of the Shares for which Rule 144 is not available, compliance with Regulation A or some other registration exemption will be required. (7) I understand that the Corporation is under no obligation to register the Shares or to comply with the conditions of Rules 144 or to take any other action necessary in order to make any exemption for the sale of the Shares without registration available. (8) I understand and agree that stop transfer instructions will be given to the Corporation's transfer agent or the officer in charge of its stock records and noted on the appropriate records of the Corporation to the effect that the Shares may not be transferred out of my name unless approval is first obtained from the Corporation. I further agree that there will be placed on the certificates for the Shares, or any substitutions therefor, a legend stating in substance as follows, and I understand and agree that the Corporation may refuse to permit the transfer of the Shares out of my name and that the Shares must be held indefinitely in the absence of compliance with the terms of such legend: "The shares evidenced by this certificate have not been registered under the Securities Act of 1933 and may not be transferred, nor will any assignee or endorsee hereof be recognized as an owner hereof by the issuer for any purpose, unless a registration statement under the Securities Act of 1933, as amended, with respect to such shares shall then be in effect or unless the availability of an exemption from registration with respect to any proposed transfer or disposition of such shares shall be established to the satisfaction of counsel for the issuer.' IN WITNESS WHEREOF, the undersigned has executed this Stock Subscription Agreement on the day and year first above written. PURCHASER: By: Lynda Chervil 2 ACCEPTED, effective on the Media Group, Inc. '‘)d ay of May, 2016, on behalf of Luxury Trine Digital LUXURY TRINE DIGITAL MEDIA GROUP, C. By: Lyn a Chervi Its: Chi Executive Officer 3 Exhibit B BYLAWS OF LUXURY TRINE DIGITAL MEDIA GROUP, INC. ARTICLE I CORPORATE OFFICES 1.1 Registered Office. The registered office of the corporation shall be at 341 Raven Circle, Wyoming, DE 19934. The Registered Agent in charge thereof is Corporations USA, LLC. 1.2 Other Offices. The board of directors may at any time establish other offices at any place or places where the corporation is qualified to do business. ARTICLE II MEETINGS OF STOCKHOLDERS 2.1 Place of Meetings. Meetings of stockholders shall be held at any place, within or outside the State of Delaware, designated by the Board of Directors. In the absence of any such designation, stockholders' meetings shall be held at the registered office of the corporation. 12 Annual Meeting. The annual meeting of stockholders shall be held each year on a date and at a time designated by the board of directors. At the meeting, directors shall be elected and any other proper business may be transacted. 2.3 Special Meeting. A special meeting of the stockholders may be called at any time by the board of directors, or by the chairman of the board, or by the chief executive officer or the president or vice president of the corporation. 2.4 Notice of Stockholders' Meetings. All notices of meetings with stockholders shall be in writing and shall be sent or otherwise given in accordance with Section 2.7 of these bylaws not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place, date, and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. 2.5 Advance Notice of Stockholder Nominees. 4 Only persons who are nominated in accordance with the procedures set forth in this Section 2.5 shall be eligible for election as directors. Nominations of persons for election to the board of directors of the corporation may be made at a meeting of stockholders by or at the direction of the board of directors or by any stockholder of the corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Section 2.5. Such nominations, other than those made by or at the direction of the board of directors, shall be made pursuant to timely notice in writing to the secretary of the corporation. To be timely, a stockholder's notice shall be delivered to or mailed and received at the principal executive offices of the corporation (a) in the case of an annual meeting, not less than sixty (60) days nor more than ninety (90) days prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that the date of the annual meeting is changed by more than thirty (30) days from such anniversary date, notice by the stockholders to be timely must be so received not later than the close of business on the tenth (10th) day following the earlier of the day on which such notice of the date of the meeting was mailed or public disclosure was made and (b) in the case of a special meeting at which directors are to be elected, not later than the close of business on the tenth (10th) day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made. Such stockholder's notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director, (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) the class and number of shares of the corporation which are beneficially owned by such person and (iv) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including, without limitation, such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected, and (b) as to the stockholder giving the notice, (i) the name and address, as they appear on the corporation's books, of such stockholder, and (ii) the class and number of shares of the corporation which are beneficially owned by such stockholder and also which are owned of record by such stockholder. At the request of the board of directors, any person nominated by the board of directors for election as a director shall furnish to the secretary of the corporation that information required to be set forth in a stockholder's notice of nomination which pertains to the nominee. No person shall be eligible for election as a director of the corporation unless nominated in accordance with the procedures set forth in this Section 2.5. The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by the bylaws, and, if he or she should so determine, he or she shall so declare to the meeting and the defective nomination shall be disregarded. Notwithstanding the foregoing provisions of this Bylaw, a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth in this Bylaw. 2.6 Advance Notice of Stockholder Business. 5 At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the annual meeting. To be properly brought before an annual meeting, business must be (a) pursuant to the corporation's notice of meeting (or any supplement thereto), (b) by or at the direction of the board of directors or (c) by any stockholder of the corporation who is a stockholder of record at the time of giving of the notice provided for in this Section 2.6, who shall be entitled to vote at such meeting and who complies with the notice procedures set forth in this Section 2.6. Business to be brought before an annual meeting by a stockholder shall not be considered properly brought if the stockholder has not given timely notice thereof in writing to the secretary of the corporation. To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the corporation not less than sixty (60) nor more than ninety (90) days prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that the date of the meeting is changed by more than thirty (30) days from such anniversary date, notice by the stockholder to be timely must be so received not later than the close of business on the tenth (10th) day following the earlier of the day on which such notice of the date of the meeting was mailed or such public disclosure was made. A stockholder's notice to the secretary shall set forth as to each matter the stockholder proposes to bring before the meeting: (i) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (ii) the name and address, as they appear on the corporation's books, of the stockholder proposing such business, and the name and address of the beneficial owner, if any, on whose behalf the proposal is made, (iii) the class and number of shares of the corporation, which are owned by the stockholder of record and by the beneficial owner, if any, on whose behalf the proposal is made, (iv) any material interest of the stockholder of record and the beneficial owner, if any, on whose behalf the proposal is made in such business, and (v) any other information that is required by law to be provided by the stockholder in his or her capacity as a proponent of a stockholder proposal. Notwithstanding anything in these bylaws to the contrary, no business shall be conducted at an annual meeting except in accordance with the procedures set forth in this Section 2.6. The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by the bylaws, and, if he or she should so determine, he or she shall so declare to the meeting and the defective nomination shall be disregarded. Notwithstanding the foregoing provisions of this Bylaw, a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth in this Bylaw. 2.7 Manner of Giving Notice; Affidavit of Notice. Written notice of any meeting of stockholders, if mailed, is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation. An affidavit of the secretary or an assistant secretary or of the transfer agent of the corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. If mailed, such notice shall be deemed to be given when deposited in the mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation. 6 2.8 Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum is not present or represented at any meeting of the stockholders, then either (a) the chairman of the meeting or (b) the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed. 2.9 Adjourned Meeting; Notice. When a meeting is adjourned to another time or place, unless these bylaws otherwise require, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. 2.10 Conduct of Business. The chairman of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of business. 2.11 Voting. The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.14 of these bylaws, subject to the provisions of Sections 217 and 218 of the General Corporation Law of Delaware (relating to voting rights of fiduciaries, pledgors and joint owners of stock and to voting trusts and other voting agreements). Except as provided in the certificate of incorporation, each stockholder shall be entitled to one vote for each share of capital stock held by such stockholder. 2.12 Waiver of Notice. Whenever notice is required to be given under any provision of the General Corporation Law of Delaware or of the certificate of incorporation or these bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any 7 regular or special meeting of the stockholders need be specified in any written waiver of notice unless so required by the certificate of incorporation or these bylaws. 2.13 Stockholder Action by Written Consent Without a Meeting; No Stockholder Action by Written Consent Without a Meeting Following Initial Public Offering. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action that may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. If the action which is consented to is such as would have required the filing of a certificate under any section of the General Corporation Law of Delaware if such action had been voted on by stockholders at a meeting thereof, then the certificate filed under such section shall state, in lieu of any statement required by such section concerning any vote of stockholders, that written notice and written consent have been given as provided in Section 228 of the General Corporation Law of Delaware. 2.14 Record Date for Stockholder Notice; Voting; Giving Consents. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. If the board of directors does not so fix a record date: (i) The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. (ii) The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the board of directors is necessary, shall be the day on which the first written consent is expressed. (iii) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto. 8 A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting. 2.15 Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by a written proxy, signed by the stockholder and filed with the secretary of the corporation, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A proxy shall be deemed signed if the stockholder's name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the stockholder or the stockholder's attorney-in-fact. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212(c) of the General Corporation Law of Delaware. ARTICLE III DIRECTORS 3.1 Powers. Subject to the provisions of the General Corporation Law of Delaware and any limitations in the certificate of incorporation or these bylaws relating to action required to be approved by the stockholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the board of directors. 3.2 Number of Directors. The number of directors of the corporation shall not be less than one nor more than fifteen, the precise number to be fixed by resolution of shareholders or of the Board of Directors from time to time. Until changed by a proper amendment of this Section 3.2, the authorized number of directors shall consist of four (4) persons. No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires. 3.3 Election, Qualification and Term of Office of Directors. Except as provided herein, the directors shall be elected by the vote of shareholders at each annual meeting of shareholders or special meeting in lieu of the annual meeting. Except in case of death, written resignation, retirement, disqualification, or removal, each director shall serve until the next succeeding annual meeting and thereafter until his successor is elected and qualifies or until the number of directors is decreased. Newly created directorships resulting from any increase in the authorized number of directors or any vacancies in ,the board of directors resulting from death, resignation, retirement, 9 disqualification, removal from office or other cause may be filled only by a majority vote of the directors then in office even though less than a quorum, or by a sole remaining director. In the event of any increase or decrease in the authorized number of directors, each director then serving as such shall nevertheless continue as a director until the expiration of his or her current term or his or her prior death, retirement, removal or resignation. In the event of a vacancy in the board of directors, the remaining directors, except as otherwise provided by law, may exercise the powers of the full board of directors until the vacancy is filled. Notwithstanding the foregoing, each director shall serve until his or her successor is duly elected and qualified or until his or her death, resignation or removal. No decrease in the number of directors constituting the board of directors shall shorten the term of any incumbent director. Elections of directors need not be by written ballot. There shall be no right with respect to shares of stock of the corporation to cumulate votes in the election of directors. 3.4 Place of Meetings; Meetings by Telephone. The board of directors of the corporation may hold meetings, both regular and special, either within or outside the State of Delaware. Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. 3.5 Regular Meetings. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board. 3.6 Special Meetings; Notice. Special meetings of the board for any purpose or purposes may be called at any time by the chairman of the board, the president, any vice president, the secretary or any two (2) directors. Notice of the time and place of special meetings shall be delivered personally or by telephone to each director or sent by first class mail or email, charges prepaid, addressed to each director at that director's address as it is shown on the records of the corporation. If the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. If the notice is delivered personally or by telephone or by telegram, it shall be delivered personally or by telephone or to the telegraph company at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose or the place of the meeting, if the meeting is to be held at the 10 principal executive office of the corporation. Notice of any adjourned or recessed meeting of the directors need not be given except at the meeting that is recessed or adjourned. 3.7 Quorum. At all meetings of the board of directors, either (1) a majority of the number of directors or (2) the Executive Chairman and one director shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum is not present at any meeting of the board of directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting. 3.8 Waiver of Notice. Whenever notice is required to be given under any provision of the General Corporation Law of Delaware or of the certificate of incorporation or these bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors, or members of a committee of directors, need be specified in any written waiver of notice unless so required by the certificate of incorporation or these bylaws. If a quorum is not present at any meeting of the board of directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. 3.9 Board Action by Written Consent Without a Meeting. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the board or committee. Written consents representing actions taken by the board or committee may be executed by telex, telecopy or other facsimile transmission, and such facsimile shall be valid and binding to the same extent as if it were an original. 3.10 Fees and Compensation of Directors. Unless otherwise restricted by the certificate of incorporation or these bylaws, the board of directors shall have the authority to fix the compensation of directors. No such compensation 11 shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. 3.11 Approval of Loans to Officers. The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest and may be unsecured, or secured in such manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute. 3.12 Removal of Directors. The holders of a majority of the shares then entitled to vote at an election of directors may remove, only with cause, a director or directors of the corporation. No reduction in the authorized number of directors shall have the effect of removing any director prior to the expiration of such director's term of office. 3.13 Chairman of the Board of Directors. The corporation may also have, at the discretion of the board of directors, a chairman of the board of directors who shall not be considered an officer of the corporation. ARTICLE IV COMMITTEES 4.1 Committees of Directors. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, with each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any

meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors or in the bylaws of the corporation, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) amend the certificate of incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock 12 adopted by the board of directors as provided in Section 151(a) of the General Corporation Law of Delaware, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation), (ii) adopt an agreement of merger or consolidation under Sections 251 or 252 of the General Corporation Law of Delaware, (iii) recommend to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, (iv) recommend to the stockholders a dissolution of the corporation or a revocation of a dissolution, or (v) amend the bylaws of the corporation; and, unless the board resolution establishing the committee, the bylaws or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to Section 253 of the General Corporation Law of Delaware. 4.2 Committee Minutes. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required. 4.3 Meetings and Action of Committees. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article III of these bylaws, Section 3.4 (place of meetings and meetings by telephone), Section 3.5 (regular meetings), Section 3.6 (special meetings and notice), Section 3.7 (quorum), Section 3.8 (waiver of notice) and Section 3.10 (action without a meeting), with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the board of directors and its members; provided, however, that the time of regular meetings of committees may also be called by resolution of the board of directors and that notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board of directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws. ARTICLE V OFFICERS 5.1 Officers. The officers of the corporation shall be a chief executive officer, a president, a secretary, and a chief financial officer. The corporation may also have, at the discretion of the board of directors, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and any such other officers as may be appointed in accordance with the provisions of Section 5.3 of these bylaws. Any number of offices may be held by the same person. 5.2 Appointment of Officers. 13 The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Sections 5.3 or 5.5 of these bylaws, shall be chosen by the board of directors, subject to the rights, if any, of an officer under any contract of employment. 5.3 Subordinate Officers. The board of directors may appoint, or empower the chief executive officer or the president to appoint, such other officers and agents as the business of the corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the board of directors may from time to time determine. 5.4 Removal and Resignation of Officers. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by an affirmative vote of the majority of the board of directors at any regular or special meeting of the board or, except in the case of an officer chosen by the board of directors, by any officer upon whom such power of removal may be conferred by the board of directors. Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. 5.5 Vacancies in Offices. Any vacancy occurring in any office of the corporation shall be filled by the board of directors. 5.6 Chief Executive Officer. Subject to such supervisory powers, if any, as may be given by the board of directors to the chairman of the board, the chief executive officer of the corporation shall, subject to the control of the board of directors, have general supervision, direction and control of the business and officers of the corporation. The chief executive officer shall preside at all meetings of the stockholders and, in the absence or nonexistence of a chairman of the board, at all meetings of the board of directors. The chief executive officer shall have the general powers and duties of management usually vested in the office of chief executive officer of a corporation and shall have such other powers and duties as may be prescribed by the board of directors or these bylaws. 5.7 President. Subject to such supervisory powers, if any, as may be given by the board of directors to the chairman of the board or the chief executive officer, the president of the corporation shall have general supervision, direction and control of the business and officers of the corporation. The president shall have the general powers and duties of management usually vested in the office of 14 president of a corporation and shall have such other powers and duties as may be prescribed by the board of directors or these bylaws. 5.8 Vice Presidents. In the absence or disability of the chief executive officer and president, the vice presidents, if any, in order of their rank as fixed by the board of directors or, if not ranked, a vice president designated by the board of directors, shall perform all the duties of the president and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the board of directors, these bylaws, the president or the chairman of the board. 5.9 Secretary. The secretary shall keep or cause to be kept, at the principal executive office of the corporation or at such other place as the board of directors may direct, a book of minutes of all meetings and actions of directors, committees of directors, and stockholders. The minutes shall show the time and place of each meeting, the names of those present at directors' meetings or committee meetings, the number of shares present or represented at stockholders' meetings, and the proceedings thereof. The secretary shall keep, or cause to be kept, at the principal executive office of the corporation or at the office of the corporation's transfer agent or registrar, as determined by resolution of the board of directors, a share register, or a duplicate share register, showing the names of all stockholders and their addresses, the number and classes of shares held by each, the number and date of certificates evidencing such shares, and the number and date of cancellation of every certificate surrendered for cancellation. The secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the board of directors required to be given by law or by these bylaws. The secretary shall keep the seal of the corporation, if one be adopted, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the board of directors or by these bylaws. 5.10 Chief Financial Officer. The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director. The chief financial officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the board of directors. The chief financial officer shall disburse the funds of the corporation as may be ordered by the board of directors, shall render to the president and directors, whenever they request it, an account of all his or her transactions as chief financial officer and of the financial condition of 15 the corporation, and shall have other powers and perform such other duties as may be prescribed by the board of directors or by the bylaws. 5.11 Representation of Shares of Other Corporations. The chairman of the board, the chief executive officer, the president, any vice president, the chief financial officer, the secretary or any assistant secretary of this corporation, or any other person authorized by the board of directors or the chief executive officer or the president or a vice president, is authorized to vote, represent, and exercise on behalf of this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority. 5.12 Authority and Duties of Officers. In addition to the foregoing authority and duties, all officers of the corporation shall respectively have such authority and perform such duties in the management of the business of the corporation as may be designated from time to time by the board of directors or the stockholders. ARTICLE VI INDEMNIFICATION OF DIRECTORS. OFFICERS, EMPLOYEES AND OTHER AGENTS 6.1 Indemnification of Directors and Officers. The corporation shall, to the maximum extent and in the manner permitted by the General Corporation Law of Delaware, indemnify each of its directors and officers against expenses (including attorneys' fees), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the corporation. For purposes of this Section 6.1, a "director" or "officer" of the corporation includes any person (i) who is or was a director or officer of the corporation, (ii) who is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was a director or officer of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation. 6.2 Indemnification of Others. The corporation shall have the power, to the extent and in the manner permitted by the General Corporation Law of Delaware, to indemnify each of its employees and agents (other than directors and officers) against expenses (including attorneys' fees), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the corporation. For purposes of this Section 6.2, an "employee" or "agent" of the corporation (other than a director or officer) includes any person (i) who is or was an employee or agent of the corporation, (ii) who is or was serving at the request of the corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was an employee or agent of a 16 corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation. 6.3 Payment of Expenses in Advance. Expenses incurred in defending any action or proceeding for which indemnification is required pursuant to Section 6.1 or for which indemnification is permitted pursuant to Section 6.2 following authorization thereof by the board of directors shall be paid by the corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the indemnified party to repay such amount if it shall ultimately be determined that the indemnified party is not entitled to be indemnified as authorized in this Article 6. 6.4 Indemnity Not Exclusive. The indemnification provided by this Article 6 shall not be deemed exclusive of any other rights which those seeking indemnification may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, to the extent that additional rights to indemnification are authorized in the certificate of incorporation. 6.5 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of the General Corporation Law of Delaware. 6.6 Conflicts. No indemnification or advance shall be made under this Article 6, except where such indemnification or advance is mandated by law or the order, judgment or decree of any court of competent jurisdiction, in any circumstance where it appears: (i) That it would be inconsistent with a provision of the certificate of incorporation, these bylaws, a resolution of the stockholders or an agreement in effect at the time of the accrual of the alleged cause of the action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limited indemnification; or (ii) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement. ARTICLE VII RECORDS AND REPORTS 17 7.1 Maintenance and Inspection of Records. The corporation shall, either at its principal executive office or at such place or places as designated by the board of directors, keep a record of its shareholders listing their names and addresses and the number and class of shares held by each shareholder, a copy of these bylaws as amended to date, accounting books, and other records. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation's stock ledger, a list of its stockholders, and its other books and records and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person's interest as a stockholder. In every instance where an attorney or other agent is the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing that authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in Delaware or at its principal place of business. 7.2 Inspection by Directors. Any director shall have the right to examine the corporation's stock ledger, a list of its stockholders, and its other books and records for a purpose reasonably related to his position as a director. The Court of Chancery is hereby vested with the exclusive jurisdiction to determine whether a director is entitled to the inspection sought. The Court may summarily order the corporation to permit the director to inspect any and all books and records, the stock ledger, and the stock list and to make copies or extracts therefrom. The Court may, in its discretion, prescribe any limitations or conditions with reference to the inspection, or award such other and further relief as the Court may deem just and proper. 7.3 Annual Statement to Stockholders. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by the vote of the stockholders, a full and clear statement of the business and condition of the corporation. ARTICLE VII GENERAL MATTERS 8.1 Checks. From time to time, the board of directors shall determine by resolution which person or persons may sign or endorse all checks, drafts, other orders for payment of money, notes or other evidences of indebtedness that are issued in the name of or payable to the corporation, and only the persons so authorized shall sign or endorse those instruments. 8.2 Execution of Corporate Contracts and Instruments. 18 The board of directors, except as otherwise provided in these bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the board of directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount. 8.3 Stock Certificates; Partly Paid Shares. The shares of a corporation shall be represented by certificates, provided that the board of directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Notwithstanding the adoption of such a resolution by the board of directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the corporation by the chairman or vicechairman of the board of directors, or the chief executive officer or the president or vice president, and by the chief financial officer or an assistant treasurer, or the secretary or an assistant secretary of such corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. The corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, upon the books and records of the corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the corporation shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon. 8.4 Special Designation on Certificates. If the corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the corporation shall issue to represent such class or series of stock; provided, however, that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the corporation shall issue to represent such class or series of stock a statement that the corporation will furnish without charge to each stockholder who so requests the powers, the designations, the preferences, and the relative, 19 participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. 8.5 Lost Certificates. Except as provided in this Section 8.5, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the corporation and canceled at the same time. The corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares. 8.6 Construction; Definitions. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Delaware General Corporation Law shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term "person" includes both a corporation and a natural person. 8.7 Dividends. The directors of the corporation, subject to any restrictions contained in the certificate of incorporation, may declare and pay dividends upon the shares of its capital stock pursuant to the General Corporation Law of Delaware. Dividends may be paid in cash, in property, or in shares of the corporation's capital stock. The directors of the corporation may set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the corporation, and meeting contingencies. 8.8 Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the board of directors and may be changed by the board of directors. 8.9 Seal. The corporation may have a corporate seal, which shall be adopted and which may be altered by the board of directors, and may use the same by causing it or a facsimile thereof, to be impressed or affixed or in any other manner reproduced. 8.10 Transfer of Stock. 20 Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction in its books. 8.11 Stock Transfer Agreements. The corporation shall have power to enter into and perform any agreement with any number of shareholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the General Corporation Law of Delaware. 8.12 Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner, shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. ARTICLE IX AMENDMENTS The bylaws of the corporation may be adopted, amended or repealed by the stockholders entitled to vote; provided, however, that the corporation may, in its certificate of incorporation, confer the power to adopt, amend or repeal bylaws upon the directors. The fact that such power has been so conferred upon the directors shall not divest the stockholders of the power, nor limit their power to adopt, amend or repeal bylaws. 21

EX-5.1

Exhibit 5.1

JDT Legal, PLLC

Jeffrey Turner, Esq.

897 Baxter Drive

So. Jordan, Utah 84095

(801) 810-4465

Admitted in the State of Utah

August 25, 2021

Lynda Chervil, CEO

Internet Sciences, Inc.

521 Fifth Ave, 17th Floor

New York, New York 10175

Re: Registration Statement on Form S-1 (the “Registration Statement”)

Dear Ms. Chervil:

I have acted as counsel to Internet Sciences, Inc. (the “Company”) in connection with its filing with the Securities and Exchange Commission of a Registration Statement on Form S-1 (the “Registration Statement”), pursuant to the Securities Act of 1933, as amended (the “Act”). The Registration Statement relates to the proposed sale of 2,000,000 shares held by the Company (the “Shares”).

In connection therewith, I have examined and relied upon original, certified, conformed, or other copies of (a) the Articles of Incorporation and Bylaws of the Company; (b) Resolutions of the Board of Directors of the Company; (c) the Registration Statement and the exhibits thereto; and (d) such corporate records of the Company, certificates of public officials, certificates of officers of the Company and other documents, agreements and instruments as I have deemed necessary as a basis for the opinions contained herein. I have assumed the genuineness of all signatures on original documents, and the conformity to originals or certified documents of all copies submitted to us as conformed, or other copies. In passing upon certain corporate records and documents of the Company, I have necessarily assumed the correctness and completeness of the statements made or included therein by the Company, and I express no opinion thereon.

Based on my examination mentioned above, I am of the opinion that the 2,000,000 shares of Class A common stock being offered for sale by the Company, when issued, will be legally issued, fully paid and non-assessable.

I am an attorney admitted to practice in Utah. I am familiar with the applicable provisions of the Delaware General Corporation Law, the applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws, and I have made such inquiries with respect thereto as I consider necessary to render this opinion with respect to a Delaware corporation. This opinion letter is opining upon and is limited to the current federal securities laws of the United States and, Delaware law, including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting those laws, as such laws presently exist and to the facts as they presently exist. I express no opinion with respect to the effect or applicability of the laws of any other jurisdiction.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to my firm under the caption “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving such consent, I do not thereby admit that I am included within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations promulgated thereunder.

Sincerely,

JDT Legal, PLLC 

/s/ Jeff Turner

Jeff Turner

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To Whom It May Concern:

We hereby consent to the use in the Registration Statement on Form S-1, Amendment No. 3, of Internet Sciences Inc., that was filed on or about August 30, 2021, of our Report of Independent Registered Public Accounting Firm, dated August 13, 2021, on the consolidated balance sheets of Internet Sciences Inc., as of December 31, 2020 and 2019, and the related consolidated statements of operations, changes in stockholders' deficit and cash flows for the years then ended, which appear in such Registration Statement.

We also consent to the references to us under the headings “Interest of Named Experts and Counsel” in such Registration Statement.

/s/ Pinnacle Accountancy Group of Utah                       

Pinnacle Accountancy Group of Utah

(a dba of Heaton & Company, PLLC)

Farmington, Utah

August 30, 2021