UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Transition Period from ______ to ______.
Commission file number
(Exact name of registrant as specified in its charter) |
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(Address of principal executive offices) |
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Securities registered pursuant to Section 12(b) of the Act:
None
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☐ Yes ☒
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act (check all that apply):
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
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| Emerging Growth |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐ Yes ☐ No
(APPLICABLE ONLY TO CORPORATE REGISTRANTS) Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of December 31, 2025,
Table of Contents
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PART I
Item 1. Business.
The Company was incorporated under the laws of the State of Delaware on May 20, 2016 as Luxury Trine Digital Media Group Inc. and subsequently changed its name to Internet Sciences Inc. on October 5, 2018. The Company has two wholly owned subsidiaries, Institute of Technology Informatics & Computer Analytics LLC, a New York limited liability company organized in September 2014 (“IoTICA”), and Analygence Limited, incorporated in the United Kingdom in April 2020.
The Company is an emerging enterprise data intelligence and analytics platform focused on delivering data purification, operational analytics , and IoT-enabled intelligence solutions for enterprise customers.
See “Business of the Company”.
CORPORATE STRUCTURE
The Company was incorporated under the laws of the State of Delaware on May 20, 2016. The head office is located at 1330 Avenue of Americas, 23rd Floor, New York, NY 10019 and its registered agent office in the State of Delaware is 8 The Green , Suite A , Dover, Delaware 19901.
BUSINESS OF THE COMPANY
GENERAL DESCRIPTION OF THE BUSINESS
Internet Sciences Inc. (“ISI”) is an enterprise data intelligence and analytics platform focused on delivering data purification, operational analytics, and IoT-enabled intelligence solutions for enterprise and government customers. ISI’s technology platform is designed to support large-scale data processing, validation, and optimization to improve operational efficiency, decision-making, and automation across complex organizational environments.
ISI is the Company’s primary operating entity. The Company maintains two wholly owned subsidiaries, Institute of Technology Informatics & Computer Analytics LLC (“IoTICA”) and Analygence Limited, which serve primarily as research and development arms supporting advanced computational research initiatives, including the development of quantum-inspired learning model (“QLM”) architectures and related analytical technologies.
ISI develops and commercializes proprietary software solutions delivered through API-based and SaaS deployment models, enabling customers to integrate automated data cleansing, validation, and optimization capabilities into their operational workflows and enterprise systems. These solutions are designed to help organizations automate manual processes, improve data integrity, reduce operational friction, and enhance analytics performance.
ISI’s long-term technology roadmap includes continued enhancement of its enterprise analytics platform through advanced computational optimization methods, including quantum-inspired learning model (“QLM”) architectures intended to support improved scalability and optimization performance for complex enterprise datasets.
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The Company’s proprietary software products are designed to serve middle-market and enterprise customers across multiple industries. The Company’s platform architecture is industry-agnostic and supports horizontal deployment across sectors that rely on large-scale operational data, including manufacturing, logistics, transportation, infrastructure management, and enterprise IT environments.
The Company’s products are designed to support connected devices, distributed systems, and enterprise data environments by enabling automated data ingestion, cleansing, validation, monitoring, and optimization across operational workflows. These capabilities allow organizations to improve data integrity, enhance reliability of information exchange, and optimize data collected from edge devices and enterprise systems for operational decision-making.
The Company’s software solutions, including DataClenz® API and IoTIMAX® API, are commercially available and currently distributed through enterprise cloud marketplaces, including AWS Marketplace and IBM Cloud Catalog. The Company also distributes its products through public-sector technology distributor Carahsoft and continues to expand its private-sector distribution footprint.
The Company’s SaaS-based companion solutions provide enterprise customers with hosted deployment options and expanded functionality designed to support automation of manual data workflows, operational analytics, and enterprise reporting processes.
SALES AND REVENUE EXPANSION STRATEGY
The Company’s current operational focus is the expansion of commercial revenue through scalable enterprise software deployment models. Revenue growth initiatives include:
Direct Enterprise Sales
The Company is building a direct enterprise sales organization focused on business development officers and sales directors with enterprise software sales expertise. The direct sales organization is intended to support consultative sales engagement with middle-market and enterprise customers seeking to address operational data management challenges.
Technology Distribution Channels
The Company leverages established enterprise distribution platforms, including AWS Marketplace, IBM Cloud Catalog, and Carahsoft, which provide marketplace visibility, procurement pathways, and co-marketing opportunities supporting enterprise customer acquisition.
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Channel Partner Development
The Company is actively pursuing relationships with value-added resellers, system integrators, and channel development organizations to expand its distribution network. These relationships are intended to support scalable revenue growth by enabling third-party partners to incorporate the Company’s products into broader enterprise solution offerings.
REVENUE MODEL
The Company generates revenue primarily from licensing its proprietary software products through API-based and SaaS deployment models. Additional revenue may be generated through enterprise integration support and solution deployment activities associated with customer adoption of the Company’s platform.
Management expects that, as commercial adoption increases, a growing proportion of revenue will be derived from proprietary software licensing and recurring SaaS subscriptions, supported by continued expansion of distribution channels and enterprise sales capacity.
PRODUCTS
IoTIMAX
The Company’s universal data optimization SaaS, IotIMAX, is an agnostic data optimization solution tailored for IoT devices. The purpose of this cloud-based platform is to ensure that the user’s IoT data is continuously cleaned, optimized, and primed for real-time analytics, no matter the source or type of device. Each of the primary features of this software are described below.
| · | Agnostic integration: Compatible with any IoT platform, device, or data source and seamlessly integrates into diverse IoT ecosystems, whether on the edge, in the cloud, or within hybrid environments. |
| · | Real-time data cleansing: Automatically identifies and rectifies errors, inconsistencies, and redundancies in the user’s IoT data, which is intended to result in high-quality and reliable information providing data validation and correction. |
| · | Advanced optimization algorithms: Utilizes algorithms that are intended to enhance data for storage and processing, reducing latency and thereby boost the efficiency of IoT applications. |
| · | Scalable cloud architecture: Designed to scale with the user’s IoT infrastructure, as it can be used in a range of contexts, from small sensor networks to extensive multi-location deployments. |
| · | Customizable workflows: Provides flexible configuration options, so that the user can customize data cleansing and optimization processes with strong front-end integration. |
| · | Robust security: Implements rigorous security measures intended to protect data from unauthorized access and breaches, which are designed to be following industry standards and regulations. |
| · | Comprehensive analytics: Provides detailed analytics and reporting tools designed to help customers gain insights into their data optimization processes and make informed decisions for continuous improvement. |
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IoTIMAX API
The IoTIMAX API serves as a centralized interface for optimizing the data generated by IoT devices. In order to achieve this, IoTIMAX API incorporates the following features:
| · | Data compression: employs compression algorithms to reduce the size of IoT data streams while preserving essential information. |
| · | Deduplication: identifies and eliminates duplicate data entries within IoT datasets, ensuring that unique information is retained. |
| · | Normalization: normalizes IoT data by standardizing formats, units of measurement, and timestamps across different data sources. |
| · | Anomaly detection: utilizes machine learning algorithms to detect anomalies or unusual patterns in IoT data streams. |
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| Data aggregation: aggregates IoT data from multiple sources or devices into a unified dataset for analysis. |
| · | Real-time processing: performs data optimization tasks in real-time or near-real-time, allowing for timely insights and responses to dynamic IoT environments. |
| · | Edge computing support: supports edge computing deployments by enabling data optimization to be performed directly on IoT devices or edge gateways. |
| · | Scalability and performance optimization: designed to scale horizontally to accommodate growing volumes of IoT data and increasing computational demands. |
| · | Security and privacy: incorporates robust security features to protect IoT data from unauthorized access, tampering, or interception. |
| · | Integration and interoperability integrate with existing IoT platforms, protocols, and data management systems. |
DataClenz
The DataClenz software specializes in cleaning, enhancing, and preparing data generated by various IoT devices for analysis and decision-making. To achieve this, DataClenz incorporates the following features:
| · | Data cleansing: removes noise, outliers, and inconsistencies from raw IoT data to improve its quality and reliability. |
| · | Normalization, and standardization: standardizes data formats and units across different sources to ensure consistency and compatibility with a universal data ingestion layer. |
| · | Anomaly detection and validation: identifies anomalies or unusual patterns in the data that may indicate errors, faults, or significant events, providing detection and validation services. |
| · | Data enrichment: enriches raw data with additional context or information to provide more insights and context for analysis through data storage and retrieval. |
| · | Predictive analytics: utilizes machine learning algorithms to analyze historical data patterns and predict future trends or events. |
| · | Real-time processing: processes real-time data to enable timely insights and actions monitoring events and action. |
| · | Scalable architecture and flexibility: designed to handle large volumes of data from diverse IoT devices through data enrichment layer and offers flexibility in terms of deployment options. |
| · | User-friendly interface: provides an intuitive front-end integration user interface that allows users to easily upload, process, visualize, and analyze IoT data with metadata repository of user history. |
| · | Security and compliance: incorporates robust security measures to protect sensitive IoT data from unauthorized access, manipulation, or disclosure. |
| · | Integration and interoperability integrate with existing IoT platforms, systems, and workflows ingesting CSV and JSON file formats. |
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DataClenz API
DataClenz is being designed to be an agnostic universal data cleansing API. Its purpose is to ensure the accuracy, consistency, and reliability of the user’s IoT data. This product is intended to be able to integrate with any IoT platform, as a solution for cleaning and standardizing data from diverse IoT devices and sensors. The anticipated benefits of this product for customers are to enhance data quality, streamline operations, and drive better decision-making. The primary features of this software are outlined below.
| · | Platform agnostic: Compatible with all major IoT platforms and protocols, as it is designed to allow for integration regardless of the user’s existing infrastructure. |
| · | Comprehensive data cleansing: Automatically detects and corrects errors, removes duplicates, fills missing values, and standardizes data formats with the intent of ensuring consistency across all devices. |
| · | Real-time processing: Cleans data in real-time and provides immediate feedback, which is intended to ensure that only accurate and reliable data is used in the customer’s applications and analytics. |
| · | Customizable rules and policies: Allows users to define custom cleansing rules and policies tailored to their specific needs to ensure the API adapts to diverse use cases and data requirements. |
| · | Scalability: Designed to handle large volumes of data, making it accessible for both small-scale IoT projects and extensive industrial IoT deployments. |
| · | Advanced analytics integration: Integrates with analytics platforms to ensure that the data being analyzed is clean, accurate, and actionable. |
| · | Security and compliance: Intended to ensure data integrity and compliance with industry standards and regulations, along with safeguarding sensitive information. |
| · | Easy integration: Simple API calls and comprehensive documentation are intended to facilitate integration into the user’s existing systems. |
ANCILLARY SERVICES
In addition to its proprietary software platform, the Company may from time to time provide ancillary technical and integration services to support customer implementation and deployment of its software solutions.
Historically, the Company explored certain white-label engineering and infrastructure service arrangements through third-party technology distributors. However, such services have not represented a material component of the Company’s business operations, and the Company’s current strategic focus is on the development, commercialization, and scaling of its proprietary software products delivered through API-based and SaaS models.
OUR MISSION
Our mission is to help advance critical milestones in the future of communication technology.
HOW ISI CREATES VALUE FOR CLIENTS
ISI’s primary business focus is the development, commercialization, and deployment of its proprietary enterprise data intelligence software platform. The Company’s solutions are designed to automate data cleansing, validation, optimization, and analytics processing across enterprise and IoT-enabled environments.
The Company’s proprietary products are intended to integrate into existing enterprise technology ecosystems and cloud infrastructures. To support customer deployment and integration, ISI maintains relationships with major enterprise technology distributors and platform providers, including IBM, Red Hat, TD SYNNEX, Ingram Micro, and other enterprise technology partners. These relationships primarily support distribution channels, marketplace deployment, procurement pathways, and integration compatibility with customer environments.
ISI’s core value proposition focuses on:
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Operational Efficiency
Providing automated data processing and analytics solutions that reduce manual workflows, improve data reliability, and enhance operational decision-making across enterprise systems.
Scalable Deployment
Delivering API-based and SaaS software solutions that can be integrated into diverse enterprise environments, allowing customers to deploy analytics capabilities without requiring large-scale infrastructure replacement.
Platform Compatibility
Ensuring interoperability with widely used enterprise software, cloud platforms, and infrastructure providers so that customers can incorporate ISI’s solutions into existing operational technology stacks.
MARKET OPPORTUNITY
The Company’s current market strategy focuses on expanding commercial adoption of its proprietary software platform through:
| · | direct enterprise sales |
| · | recruitment of value-added resellers and system integrators |
| · | continued expansion of distribution across enterprise cloud marketplaces and technology procurement platforms |
The Company also intends to pursue strategic acquisitions of complementary enterprise software and analytics businesses that can expand its customer base, technology capabilities, and recurring revenue streams.
STRATEGIC FOCUS
ISI’s long-term objective is to build a scalable enterprise software platform centered on data intelligence, automation, and analytics capabilities delivered through recurring SaaS and API-based licensing models.
While enterprise customers may utilize broader infrastructure, connectivity, or hosting services from third-party providers, ISI’s primary focus is on software platform deployment, analytics automation, and data optimization capabilities rather than telecommunications infrastructure ownership or network service provision.
Our Corporate Strategy
The Company’s corporate strategy focuses on executing a two-tier growth strategy:
a. Growth by acquiring existing revenue producing companies with at least 10 years of operations in the technology spaces in which they operate, a critical mass of customers, ownership of key intellectual property assets and that provide critical services to business and government customers.
b. Organic growth by developing product and services in new business segments in horizontal markets for diversification across geographies, industries, and customers.
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Item 1A. Risk Factors.
As a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.
Item 1B. Unresolved Staff Comments.
None
Item 2. Properties.
We do not own any real estate or other properties and have not entered into any long-term lease or rental agreements for property.
Item 3. Legal Proceedings.
There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or stockholder is a party adverse to the Company or has a material interest adverse to the Company.
Item 4. Mine Safety Disclosures
None
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
On February 18, 2025, the Company filed an Amended and Restated Preliminary Prospectus with the Ontario Securities Commission (“OSC”) in connection with its efforts to obtain reporting issuer status in Canada and to pursue a potential listing on the Canadian Securities Exchange (“CSE”). The amended filing followed the expiration of the initial review period associated with the Company’s previously filed preliminary prospectus.
In May 2025, the Company filed a non-offering prospectus with the OSC as part of its continued efforts to pursue reporting issuer status and a potential CSE listing. That filing was subsequently amended in August 2025 to extend the review period and address regulatory comments.
Following the expiration of the extended review period, and after evaluating timing, regulatory considerations, and overall capital markets strategy, the Company elected to discontinue its efforts to pursue a Canadian direct listing. The Company has redirected its strategic focus toward pursuing a direct listing and/or an initial public offering on a U.S. national securities exchange.
Item 6. [Reserved].
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Management’s Discussion and Analysis
This section of the Form 10-K includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.
Capital Resources and Liquidity
The Company expects that additional capital will be required to support the continued commercialization of its software platform, expansion of sales and distribution channels, and general working capital requirements. The Company intends to seek such capital through a combination of equity financing, debt financing, strategic investment, or other capital markets transactions. There can be no assurance that additional financing will be available on acceptable terms, or at all.
If financing is obtained, it may involve the issuance of equity securities resulting in dilution to existing stockholders, or the incurrence of debt obligations that may carry interest rates or other terms less favorable than those available to more established companies. Management will evaluate the timing, structure, and terms of any potential financing based on market conditions and the Company’s operational requirements.
If the Company is unable to obtain sufficient additional capital when needed, it may be required to delay, reduce, or suspend certain business activities, including sales expansion, product development initiatives, or strategic growth plans, which could materially adversely affect the Company’s business, financial condition, and results of operations.
During the year ended December 31, 2025, our cashflows in and out were negative with ending cash was at negative $14 and cash for the year ended December 31, 2024 was at $52,544. As of the date of this Form 10-K, the current funds available to the Company will not be sufficient to fund the expenses related to maintaining a reporting status. Accordingly, the Company is actively evaluating potential capital-raising alternatives, including private placements of equity securities, registered offerings, debt financing arrangements, or other capital markets transactions. There can be no assurance that such financing will be available on acceptable terms or at all.
Management believes that additional financing, if obtained, would be used primarily to support expansion of commercial sales activities, marketplace distribution efforts, and general working capital requirements. However, the Company’s ability to raise additional capital will depend on market conditions, investor demand, operating performance, and other factors beyond management’s control. If the Company is unable to obtain additional capital when required, it may need to delay, scale back, or suspend certain operational initiatives, which could materially adversely affect the Company’s business and financial condition.
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Results of Operations
During the periods presented, the Company focused on completing development and commercialization readiness of its proprietary software platform and expanding its intellectual property portfolio. The Company also undertook efforts to establish enterprise sales enablement capabilities, distribution channel relationships, and business development infrastructure intended to support future revenue growth.
The Company has implemented its core software platform and commenced commercialization activities; however, broader deployment of its sales organization, channel partnerships, and growth initiatives remains dependent on the availability of additional capital. The Company will require additional financing, which may consist of debt, equity, or a combination thereof, to fully execute its commercial expansion strategy and support ongoing reporting and operational obligations. There can be no assurance that such financing will be available on acceptable terms or at all.
If the Company is unable to obtain sufficient financing, its existing cash resources will not be sufficient to sustain reporting obligations and planned operational expansion, and the Company may be required to delay or reduce its business activities.
We had $0 in revenue for the fiscal years ended December 31, 2025 and $686,165 in 2024.
Total operating expenses for the year ended December 31, 2025, were $52,945 as compared to total operating expenses for the year ended December 31, 2024 were $124,685, and a net loss for the year ended December 31, 2024 of $25,939 and a net loss for the year ended December 31, 2023 of $25,939. The net loss for the year ended December 31, 2025, is a result of no Revenue and expenses including General and Administrative expenses of $29,099, Professional Fees of $23,871, and Compensation adjustment of negative $26. Conversely, the net loss for the year ended December 31, 2024, is a result of Revenue of $686,165 offset by expenses including General and Administrative expenses of $35,981, Professional Fees of $16,961, and Compensation of 71,743. The increase in expenses in 2025 as compared to 2024 is primarily due to a increase in Professional Fees and a decrease in Compensation Expenses and General and Administrative Expenses.
Off-Balance sheet arrangements
The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the company is a party, under which the company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.
Plan of Operations
On October 5, 2018, the Company changed its name to Internet Sciences Inc. (“ISI”). Internet Sciences Inc. (“ISI” or the “Company”), formerly known as Luxury Trine Digital Media Group Inc., is an emerging enterprise data intelligence and analytics platform focused on delivering data purification, operational analytics, and IoT-enabled intelligence solutions for enterprise customers.
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ASC 810-10-25-38, “Consolidation of Variable Interest Entities” requires a variable interest entity (“VIE”) to be consolidated by a company if that company absorbs a majority of the VIE’s expected losses and/or receives a majority of the entity’s expected residual returns as a result of holding variable interests. Trine Digital Broadcasting is a VIE as defined by ASC 810-10-25-38. As ISI owns 49% of the VIE and the founder (CEO) majority shareholder (a related party) of ISI controls the remaining 51%, ISI has been determined to be the primary beneficiary of this VIE. The VIE was formed to expand the business of ISI into the United Kingdom. Trine Digital Broadcasting Ltd was dissolved in July 2024 as ISI discontinued its efforts to publish its broadcast software for HBB TV in the United Kingdom. There was no financial impact to ISI from the dissolution.
Although the variable interest entity (“VIE”) ceased operations in July 2024, historical financial results associated with the VIE are included in comparative quarterly and annual financial statements presented through the year ended December 31, 2025, in order to provide period-over-period financial transparency.
The Company expects that the Form 10-K for the year ended December 31, 2025 will be the final annual report in which the VIE is referenced in narrative disclosure, other than where required for historical comparison in previously reported periods.
Over the past several years, the Company transitioned from a services-oriented operating model, which included consulting and technology integration activities, to a focused enterprise software platform strategy centered on proprietary data intelligence solutions. While services and third-party integration support were previously utilized to support early-stage operations and customer engagements, the Company’s current strategic emphasis is on the development, commercialization, and scaling of its proprietary software products delivered through API-based and SaaS models.
Concurrently, the Company formalized its research and development structure by designating its wholly owned subsidiaries, Institute of Technology Informatics & Computer Analytics LLC (“IoTICA”) and Analygence Limited, as dedicated research arms supporting advanced computational initiatives. These subsidiaries now focus primarily on the development of quantum-inspired learning model (“QLM”) architectures and related optimization frameworks intended to enhance the Company.
Operating Structure
Internet Sciences Inc. (“ISI”) is the Company’s primary operating entity and is responsible for commercialization, customer engagement, and revenue-generating activities. ISI develops and distributes its proprietary enterprise data intelligence software solutions through API-based and SaaS deployment models.
The Company maintains two wholly owned subsidiaries, Institute of Technology Informatics & Computer Analytics LLC (“IoTICA”) and Analygence Limited, which serve as dedicated research and development arms. These subsidiaries do not independently commercialize products or generate material revenue. Their primary function is to conduct advanced computational research and support long-term innovation initiatives aligned with ISI’s enterprise analytics platform.
Current Business Focus
ISI’s current strategic focus is the commercialization and scaling of its proprietary enterprise software platform, which provides data purification, validation, optimization, and analytics capabilities for enterprise and IoT-enabled environments. The Company’s solutions are designed to automate manual data workflows, enhance operational efficiency, and improve decision intelligence across complex systems.
Research and Innovation Initiatives
In parallel with commercialization activities, the Company continues to invest in research initiatives focused on advanced computational optimization methods. These initiatives include the development of quantum-inspired learning model (“QLM”) architectures and related decision-intelligence frameworks designed to enhance scalability and optimization performance for large-scale enterprise datasets.
QLM research is intended to support long-term technological differentiation and platform enhancement. Commercial deployment of products derived from such research, if any, is undertaken by ISI.
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Strategic Platform Enhancement
The Company’s research initiatives are designed to enhance and extend the capabilities of its enterprise analytics platform over time. By maintaining dedicated research subsidiaries focused on advanced computational methods, ISI is able to pursue long-term innovation while preserving operational focus on commercialization and revenue generation.
The integration of advanced optimization frameworks, including quantum-inspired learning model (“QLM”) architectures, is intended to improve scalability, decision intelligence, and system performance across complex enterprise environments. These enhancements are expected to strengthen the Company’s ability to address large-scale data challenges in IoT-enabled and distributed systems.
The separation of research and commercialization functions allows ISI to manage development risk while continuing to expand its enterprise software footprint. This structure is designed to support sustainable innovation, disciplined capital allocation, and scalable growth.
The Company’s principal place of business is 1330 Avenue of the Americas, 23rd Floor, New York, NY 10019.
Its registered address with the State of Delaware is 8 The Green STE A, Dover, Delaware 19901.
OUR COMPETITION
The Company operates in highly competitive and rapidly evolving markets for enterprise data analytics, data management, and optimization software. The competitive landscape includes large, well-capitalized enterprise software providers, cloud platform operators, and specialized analytics and data infrastructure companies.
The Company competes with established enterprise software vendors that offer data integration, analytics, automation, and cloud-based solutions, as well as emerging technology firms developing advanced data intelligence and optimization tools. Many of these competitors have significantly greater financial resources, longer operating histories, broader customer bases, and established brand recognition.
In addition, certain cloud platform providers and infrastructure vendors may offer integrated analytics capabilities within their broader ecosystems, which could limit the need for third-party solutions such as those offered by the Company.
Competition in this market is based on factors including technological capability, scalability, integration flexibility, performance, pricing, customer relationships, and the ability to demonstrate measurable operational value. The Company’s ability to compete effectively will depend on its capacity to continue enhancing its platform, expand distribution channels, and secure sufficient capital to support commercialization and growth initiatives.
There can be no assurance that the Company will be able to compete successfully against existing or future competitors.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
As a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.
Item 8. Financial Statements and Supplementary Data.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Internet Sciences Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Internet Sciences Inc. (the Company) as of December 31, 2025, and 2024, and the related statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America.
Emphasis of Matter
Going Concern Considerations
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses since inception and has not achieved profitable operations, which raises substantial doubt about its ability to continue as a going concern. This is addressed through discussions with Management’s plans concerning these matters are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Impairment of Intangible Assets & Intellectual Property
| 15 |
| Table of Contents |
As indicated in Note 2, Intangible Assets and Intellectual Property follow guidelines of evaluation under ASC 360. The ASC involves the use of estimates concerning the useful life & valuation of the intangible asset, and the value of the asset to the entity. The industry of the entity is fast changing with limits on useful life of technology. This creates a unique environment of on-going change and perplexity. The value presented is through the value exchanged for the issuance of stock for purchase of the intellectual property.
The principal considerations for our determination that performing procedures relating to the valuation of the intangible asset is a critical audit matter are (i) there was a high degree of auditor judgment and subjectivity in applying procedures relating to the fair value measurement of the acquired intangible asset due to the significant amount of judgment by management when developing the estimate for useful life; (ii) significant audit effort was necessary to perform procedures and evaluate audit evidence related to the useful life of the asset.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s impairment assessment, including controls over the valuation of the Company’s reporting units and controls over development of the significant assumptions including the revenue growth rates and discount rate. These procedures also included, among others, testing management’s process for developing the fair value estimate; evaluating the appropriateness of the valuation models used in management’s estimate; testing the completeness, accuracy, and relevance of underlying data used in the models; and evaluating the reasonableness of significant assumptions used by management, including the revenue growth rates and discount rate. Evaluating management’s assumptions related to the revenue growth rates involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting unit, (ii) the consistency with external market and industry data, and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. The discount rate was evaluated by considering the cost of capital of comparable businesses and other industry factors.
Evaluation of the Entity's Ability to Continue as a Going Concern
As discussed in Note 3 to the financial statements, the Company has incurred significant operating losses and has an accumulated deficit of $1.057 million as of December 31, 2025. While management has developed a plan to seek additional equity financing and restructure existing debt, the success of these plans is dependent on factors outside of the Company’s direct control. We identified the evaluation of management’s assessment of the Company’s ability to continue as a going concern as a critical audit matter.
The audit effort required to evaluate management’s "Going Concern" assessment involved highly subjective judgments and a high degree of auditor effort. Specifically:
| · | We had to evaluate the feasibility of management's plans to obtain financing in a volatile credit market. |
| · | The assessment relied on complex cash flow forecasts with significant assumptions regarding future revenue growth and operating margins. |
| · | Small changes in these assumptions could significantly change the conclusion of whether "substantial doubt" is alleviated. |
Our audit procedures related to this matter included the following, among others:
| · | Forecast & Liquidity Testing: We evaluated the reasonableness of management’s cash flow forecasts by comparing them to historical performance and industry benchmark including sensitivity analyses on key assumptions to determine the impact on the Company’s liquidity position. |
| · | Management Inquiry: Holding discussions with senior management and the Board of Directors regarding their contingency plans if the primary financing plan fails. |
| · | Disclosure Evaluation: Assessing the adequacy of the disclosures in the financial statements regarding the Company’s liquidity risk and management’s plans. |
/s/ |
|
We have served as the Company’s auditor since 2024. |
|
March 26, 2026
PCAOB ID
| 16 |
| Table of Contents |
Internet Sciences Inc.
Consolidated Balance Sheets
As of December 31, 2025 and 2024
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ASSETS |
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Current Assets |
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Cash |
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Receivables |
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Total Current Assets |
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Intellectual Property – Software |
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Deferred Compensation |
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Total Non-Current Assets |
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TOTAL ASSETS |
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LIABILITIES AND EQUITY |
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Liabilities |
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Accounts Payable and Accrued Liabilities |
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Due to Related Party |
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Total Current Liabilities |
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Deferred Compensation Liabilities |
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Total Liabilities |
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STOCKHOLDER'S DEFICIT |
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Additional Paid in Capital |
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Accumulated Deficit |
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Total Equity |
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TOTAL Liabilities and Stockholders' Deficit |
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The accompanying notes are an integral part of these consolidated financial statements.
| 17 |
| Table of Contents |
Internet Sciences Inc.
Consolidated Statement of Income
For the Years Ended December 31, 2025 and 2024
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Revenue |
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Cost of Sales |
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Gross Profit |
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Operating Expenses |
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General and Administrative |
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Professional Fees |
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Compensation |
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Total Operating Expenses |
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Operating Income (Loss) |
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Other Income (Expense) |
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Net Income (Loss) before Taxes |
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Income tax provision |
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Net Income (Loss) after Taxes |
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Net Income (loss) attributable to non-controlling interest |
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Net Income (Loss) attributable to Internet Sciences, Inc. |
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Net loss per share, basic and diluted |
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Basic and Diluted Weighted Average Common Shares Outstanding |
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The accompanying notes are an integral part of these consolidated financial statements.
| 18 |
| Table of Contents |
Internet Sciences Inc.
Consolidated Statement of Changes in Stockholders’ Deficit
For the Years Ended December 31, 2025 and 2024
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| Total |
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Balance – at January 1, 2024 |
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Shares for services officers and directors |
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Exchange of Class B for Class A |
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Shares for cash at $2 per share |
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Net Gain (Loss) |
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Balance - at December 31, 2024 |
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| - |
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Shares for services officers and directors |
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Shares for cash at $2 per share |
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| 0 |
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Shares for services rendered |
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Net Gain (Loss) |
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Balance - at December 31, 2025 |
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| ( | ) |
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The accompanying notes are an integral part of these consolidated financial statements.
| 19 |
| Table of Contents |
Internet Sciences Inc.
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2025 and 2024
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| Year Ended |
| |||||
|
| December 31, |
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| 2025 |
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| 2024 |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net Income (loss) |
|
| ( | ) |
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| ( | ) |
Adjustments to reconcile Net Income to Net Cash: |
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Stock Based Compensation |
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Changes in Assets and Liabilities |
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| ( | ) |
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Accounts payable and accrued liabilities |
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Net cash used in operating activities |
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CASH FLOWS FROM INVESTING ACTIVIES |
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Deferred Compensation |
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Net cash used in investing activities |
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CASH FLOW FROM FINANCING ACTIVITIES |
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Proceeds from related party |
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Stock Based Repayment of Related Company Debt |
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Other Issues of Common Stock |
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Net cash provided by financing activities |
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Net change in cash for the period |
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| ( | ) |
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Cash at the beginning of the period |
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Cash at the end of the period |
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SUPPLEMENTAL CASH FLOW INFORMATION |
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Cash paid for income taxes |
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Cash paid for interest |
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Non-Cash Investing and Financing Activity |
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Issuance of common shares for repayment of related party accruals |
|
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The accompanying notes are an integral part of these consolidated financial statements.
| 20 |
| Table of Contents |
Internet Sciences Inc.
Notes to Consolidated Financial Statements
December 31, 2025 and 2024
NOTE 1 - ORGANIZATION AND OPERATIONS
Internet Sciences Inc. (“ISI” or the “Company”) was originally incorporated as Luxury Trine Digital Media Group, Inc. in the State of Delaware on May 20, 2016. On October 5, 2018, the Company changed its name to Internet Sciences Inc.
Internet Sciences Inc. (“ISI” or the “Company”) is an enterprise data intelligence and analytics company headquartered in New York, New York. The Company develops and commercializes proprietary software solutions designed to support data purification, validation, optimization, and analytics across enterprise and Internet of Things (“IoT”)-enabled environments.
The Company’s software platform is delivered through application programming interface (“API”) and software-as-a-service (“SaaS”) deployment models and is intended to assist enterprise and government customers in automating data workflows, improving data integrity, and enhancing operational decision-making.
The Company conducts research and development activities through its wholly owned subsidiaries, Institute of Technology Informatics & Computer Analytics LLC and Analygence Limited. These subsidiaries function as research arms supporting advanced computational initiatives, including the development of quantum-inspired learning model (“QLM”) architectures intended to enhance the scalability and optimization capabilities of the Company’s enterprise analytics platform.
The Company’s current strategic focus is the commercialization and scaling of its proprietary software platform through enterprise sales initiatives and distribution channels.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).
Principles of Consolidation
The consolidated financial statements include the following subsidiaries:
|
|
| Ownership |
| ||
|
| Country |
| Interest |
| |
Trine Digital Broadcasting Ltd |
|
|
| % | ||
Institute of Technology, Informatics & Computer Analytics LLC (IoTICA) |
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|
| % | ||
Analygence Limited (AL) |
|
|
| % | ||
The Company’s functional and reporting currency is the United States dollar. The functional currency of TDB and AL is the British pound. On consolidation, the subsidiary translates its assets and liabilities to U.S. dollars using foreign exchange rates, which prevailed at the balance sheet date and translates its revenues and expenses using average exchange rates during the period. Gains and losses arising on settlement of foreign currency denominated transactions are included in other income (expense), while translation gains (losses) are reported as other comprehensive income (loss). No foreign currency translation or transactions gains or losses were recognized during the years ended December 31, 2024 or 2023 due to the absence of operations in the UK subsidiaries.
| 21 |
| Table of Contents |
In the preparation of consolidated financial statements of the Company, intercompany transactions and balances are eliminated in consolidation.
Variable Interest Entities
The Company holds a
Cash and Cash Equivalents
In liquid investments with maturity of three months or less are considered cash equivalents. The Company places its cash with high credit quality financial institutions. The Federal Deposit Insurance Corporation (“FDIC”) up to $
Fair Value of Financial Instruments
The Company follows ASC 820, “Fair Value Measurements and Disclosures,” which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).
The three levels of the fair value hierarchy are described below:
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The fair value of accounts payable and accrued expenses, loans, and due to shareholder approximates their carrying amounts because of their immediate or short-term maturity.
The company did not have any Financial Instruments at or as of December 31, 2025 or December 31, 2024, which would require a fair value assessment.
| 22 |
| Table of Contents |
Revenue Recognition
The Company follows ASC 606, “Revenue from Contracts with Customers,” and plans to recognize revenue from the sale of products and services following the five steps procedure:
Step 1: Identify the contract(s) with customers.
Step 2: Identify the performance obligations in the contract.
Step 3: Determine the transaction price.
Step 4: Allocate the transaction price to performance obligations.
Step 5: Recognize revenue when the entity satisfies a performance obligation.
The Company will recognize revenue as it transfers control of promised services to its customers. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled in exchange for these services. The Company is in its early stage and had no revenues during year ended December 31, 2025, and revenues of $
Impairment of Intangible Assets
The company follows ASC 350 & ASC 360 for the evaluation of impairment of Intangible Assets. Per the ASC the estimate of the useful life of an intangible asset to an entity shall be based on an analysis of all pertinent factors, in particular, all of the following factors with no one factor being more presumptive than the other:
| · | The expected use of the asset by the entity. |
| · | The expected useful life of another asset or a group of assets to which the useful life of the intangible asset may relate. |
| · | Any legal, regulatory, or contractual provisions that may limit the useful life. The cash flows and useful lives of intangible assets that are based on legal rights are constrained by the duration of those legal rights. Thus, the useful lives of such intangible assets cannot extend beyond the length of their legal rights and may be shorter. |
| · | The entity's own historical experience in renewing or extending similar arrangements, consistent with the intended use of the asset by the entity, regardless of whether those arrangements have explicit renewal or extension provisions. In the absence of that experience, the entity shall consider the assumptions that market participants would use about renewal or extension consistent with the highest and best use of the asset by market participants, adjusted for entity-specific factors in this paragraph. |
| · | The effects of obsolescence, demand, competition, and other economic factors (such as the stability of the industry, known technological advances, legislative action that results in an uncertain or changing regulatory environment, and expected changes in distribution channels) |
| · | The level of maintenance expenditures required to obtain the expected future cash flows from the asset (for example, a material level of required maintenance in relation to the carrying amount of the asset may suggest a very limited useful life). As in determining the useful life of depreciable tangible assets, regular maintenance may be assumed but enhancements may not. |
As of December 31, 2025, and December 31, 2024, Management based on the above criteria has not impaired the useful life of the intangible asset, the intellectual property asset, as reported upon the Balance Sheet. Management evaluates the assets yearly for impairment based on the guidelines, effectiveness, and changes within the industry.
Income Taxes
Income taxes are determined in accordance with the provisions of ASC 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.
As of and for the years ended December 31, 2025 and 2024, the Company did not have any interest and penalties associated with tax positions, or significant unrecognized uncertain tax positions.
Stock Based Compensation
Stock-based compensation is accounted for based on the requirements of ASC 718, “Compensation — Stock Compensation,” which requires recognition in the financial statements of the cost of employee, director, and non-employee services received in exchange for an award of equity instruments over the period the individual or entity is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of the services received in exchange for an award based on the grant-date fair value of the award.
| 23 |
| Table of Contents |
As of 2025, Compensation is recorded on the income statement with respect to Salaries & Wages. The compensation is subject to all taxes as payable on wages paid to an employee, and or reporting purposes of independent contractors. The company will be filing all necessary federal, state, and local payroll forms as required in the subsequent years of vesting or appropriate forms related to the contract staffing.
Earnings (Loss) per Share
The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share.” Basic EPS is measured as the income or loss available to common shareholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options, and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. The Company’s diluted loss per share is the same as the basic loss per share for the years ending December 31, 2025 and 2024, as the Company did not have potentially dilutive instruments outstanding. During the year 2024, all stock was converted into single class.
Net loss per share for each class of common stock is as flows:
|
| Year Ended |
| |||||
|
| December 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Net loss per share, basic and diluted |
|
| ( | ) |
|
| ( | ) |
Net loss per common shares outstanding: |
|
|
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|
|
|
|
Common stock - Class A |
|
| ( | ) |
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| ( | ) |
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Total shares outstanding |
|
|
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| ||
Company did not have potentially dilutive instruments outstanding.
Related Parties
The Company follows ASC 850,” Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions (see Note 4).
Recent Accounting Pronouncements
The Company’s management has considered all recent accounting pronouncements and believes that these recent pronouncements will not have a material effect on the Company’s financial statements.
| 24 |
| Table of Contents |
NOTE 3 - GOING CONCERN CONSIDERATIONS
The accompanying consolidated financial statements are prepared assuming the Company will continue as a going concern. As of December 31, 2025, the Company had an accumulated deficit of $
The consolidated financial statements do not include adjustments to reflect the possible effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.
NOTE 4 - RELATED PARTY TRANSACTIONS
During the years ended December 31, 2025 and 2024, the Company’s CEO advanced $
During the years ended December 31, 2025 and 2024, the Company issued
NOTE 5 - INCOME TAXES
For the years ended December 31, 2025 and 2024, the local (“United States of America”) and foreign components (“United Kingdom”) of loss before income taxes were comprised of the following:
|
| For the Year Ended |
| |||||
|
| December 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Tax jurisdiction from: |
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|
|
|
|
| ||
- Local |
| $ | ( | ) |
| $ | ( | ) |
- Foreign |
|
|
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| ||
Loss before income taxes |
| $ | ( | ) |
| $ | ( | ) |
United States of America
Internet Sciences Inc. is registered in the State of Delaware and is subject to the tax laws of United States of America. The components of the Company’s deferred tax asset and reconciliation of income taxes are computed at the new statutory rate of
As of December 31, 2025, the operations in the United States of America had incurred $
| 25 |
| Table of Contents |
The Company has provided for a full valuation allowance against the deferred tax assets on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.
United Kingdom
The Company’s subsidiary operating in United Kingdom are subject to the United Kingdom Profits Tax at a standard income tax rate of
NOTE 6 - EQUITY
Prior to September 2024 the Company has authorized
In September 2024 the Company’s Board of Directors resolved to convert all of its issued and outstanding Common Stock B shares of
Common Stock- class A
During the years ended December 31, 2025, and 2024, the Company issued
During the years ended December 31, 2024, and 2024, the Company issued
During the year December 31, 2025, the company issued
During the year December 31, 2024, the company issued
As of December 31, 2025 and 2024, the Company had
NOTE 7 - SUBSEQUENT EVENTS
The Company has evaluated events occurring from December 31, 2025, through the date these financial statements issued of March 26th, 2026 noting no events requiring additional disclosure.
| 26 |
| Table of Contents |
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.
In connection with this annual report, as required by Rule 13a -15d and 15d-15e under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company’s management, including our company’s principal executive officer and principal financial officer. Based upon that evaluation, our company’s principal executive officer and principal financial officer concluded that as of December 31, 2025 our disclosure controls and procedures were effective due to the correction of material weaknesses in our internal controls over financial reporting.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company’s Principal Executive and Principal Financial officer and effected by the Company’s board of directors, management and other personnel to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:
| 1. | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions. |
| 2. | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with accounting principles generally accepted in the United States of America and receipts and expenditures are being made in accordance with authorizations of management and directors; and |
| 3. | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements. |
Management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in SEC guidance on conducting such assessments as of the end of the period covered by this report. Management conducted the assessment based on certain criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. As of December 31, 2025, management determined that there are no material weaknesses that occurred over our internal control over financial reporting as discussed below.
| 27 |
| Table of Contents |
The matters relating to internal controls and procedures that the Company’s management considered to be material pillars under the standards of the Public Company Accounting Oversight Board were:
| (1) | A functioning audit committee with a majority of outside directors on the Company’s board of directors, resulting in effective oversight in the establishment and monitoring of required internal controls and procedures. |
|
The company has had a functioning Audit Committee during January 1, 2025 to date, comprised of 100% independent Directors who have been appointed each year by a Board of Directors comprised of a majority of independent Directors who have been elected or re-elected by proxy solicitation for the 2025 calendar year board service term and 2025 calendar year board service term by third party proxy solicitors and the results of these elections have been reported publicly via SEC filings. | |
|
|
|
| (2) | Adequate segregation of duties consistent with control objectives. |
|
|
|
| The company has maintained segregation of duties where the person paying for account payable and account receivable invoices is not the same person entering invoices in the company’s general ledger account or create the company’s books and records or perform bank reconciliation | |
|
|
|
| (3) | Sufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements. |
The Company has write policies and procedures for accounting and financial reporting with respect to the application of US GAAP and SEC disclosures.
| 4) | Effective controls over the period end financial disclosure and reporting processes. |
The Company has taken steps to cure controls effectiveness. We have retained the same auditor, who is in good standing with the PCAOB as last year. Also, the same CFO has been retained though out the year.
Material Weakness Discussion and Remediation
We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.
This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. The management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to the temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 under the Exchange Act that occurred during the small business issuer’s last fiscal year that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
None
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
| 28 |
| Table of Contents |
PART III
Item 10. Directors, Executive Officers, and Corporate Governance.
Identification of directors and executive officers
Our directors serve until their successor are elected and qualified. Our officers are elected by the Board of Directors to a term of one (1) year and serve until their successor(s) is duly elected and qualified, or until they are removed from office. The Board of Directors has a Nominating Committee, an Audit Committee, a Compensation Committee, a Governance Committee and Science & Technology Committee. The Company’s current Audit Committee consists of our 100% independent directors.
The name, address, age and position of our present officers and directors is set forth below:
Name |
| Age |
| Position(s) |
Lynda Chervil |
| 55 |
| Chief Executive Officer, President, Director |
1 The person named above held this office from May 20, 2016, and is expected to hold her offices/positions at least until the next annual meeting of our stockholders.
DeeAnn M Cain |
| 48 |
| Chief Financial Officer |
Drew Barnholtz |
| 52 |
| Corporate Secretary |
Mark L Deutsch |
| 65 |
| Director |
Mark Maybury |
| 60 |
| Director |
Debra Bigman |
| 59 |
| Director |
Myrna Soto |
| 57 |
| Director |
Michael Kahn |
| 55 |
| Director |
Dimitrius Hutcherson |
| 65 |
| Director |
Significant Employees
The Company does, at present, have employees other than the current officers with employment agreements.
Family Relations
There are no family relationships among the Directors and Officers of Internet Sciences Inc.
Involvement in Legal Proceedings
No Executive Officer or Director of the Company has been convicted in any criminal proceeding or is the subject of a criminal proceeding that is currently pending.
No Executive Officer or Director of the Company is involved in any bankruptcy petition by or against any business in which they are a general partner or executive officer at this time or within two years of any involvement as a general partner, executive officer, or Director of any business.
Item 11. Executive Compensation.
During the years ended December 31, 2025 and 2024, the Company issued 2,265,095 and 149,000 shares of common stock -class A for services rendered by Executives and Directors at fair market value of $0.42 (2025) and $0.25 (2024), for total compensation of $951,340 and $37,375, respectively.
Ms. Chervil’s address is 1330 Avenue of the Americas, 23rd Floor, New York, New York 10019.
| 29 |
| Table of Contents |
Outstanding Equity Awards at Fiscal Year-End
The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer as of December 31, 2025 and 2024.
|
| STOCK AWARDS |
|
|
| |||||||||||||
Name and Principal Position |
| Year |
| Number of Shares or Units of Stock That Have Not Vested (#) |
|
| Market Value of Shares or Units of Stock That Have Not Vested ($) |
|
| Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
|
| Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
| ||||
Lynda Chervil |
| 2025 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
President, Chief Executive Officer, and Chairman of Board of Directors |
| 2024 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
David Johnson |
| 2025 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Chief Technology Officer |
| 2024 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Karen Hernandez |
| 2024 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Chief Financial Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DeeAnn Cain |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief Financial Officer |
| 2025 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Drew Barnholtz |
| 2025 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Chief Legal Counsel and Corporate Secretary |
| 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
There were no grants of stock options since inception to the date of this Form 10-K.
We do have a long-term incentive plan that provides compensation intended to serve as incentive for performance.
The Board of Directors of the Company has not adopted a stock option plan in 2025. The company has no plans to adopt it but may choose to do so in the future. If such a plan is adopted, this plan may be administered by a third party administrator or by the Compensation Committee appointed by the board or a committee appointed by the board. The Compensation Committee would have the power to modify, extend or renew outstanding options and to authorize the grant of new options in substitution therefore, provided that any such action may not impair any rights under any option previously granted. The Company may develop an incentive-based stock option plan for its officers and directors and may reserve up to 10% of its outstanding shares of common stock for that purpose.
Stock Awards Plan
The company has not adopted a Stock Awards Plan; however, the Company has adopted an incentive plan which is broad and includes Stock Award, Restricted Share Units, Performance Shares, Phantom Stock and Stock Options.
Director Compensation
The table below summarizes all compensation awarded to, earned by, or paid to our directors for all services rendered in all capacities to us for the periods ending December 31, 2025 and 2024.
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| Table of Contents |
DIRECTOR COMPENSATION
Name |
| Year |
| Fees Earned or Paid in Cash ($) |
|
| Stock Awards ($) |
|
| Option Awards ($) |
|
| Non-Equity Incentive Plan Compensation ($) |
|
| Non-Qualified Deferred Compensation Earnings ($) |
|
| All Other Compensation ($) |
|
| Total ($) |
| |||||||
Lynda Chervil |
| 2025 |
|
| - |
|
|
| 860,200 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 860,200 |
|
| 2024 |
|
| - |
|
|
| 3,750 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 3,750 |
| |
Mark Deutsch |
| 2025 |
|
| - |
|
|
| 10,290 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 10,290 |
|
| 2024 |
|
| - |
|
|
| 3,750 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 3,750 |
| |
Michael Kahn |
| 2025 |
|
| - |
|
|
| 9,870 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 9,870 |
|
| 2024 |
|
| - |
|
|
| 3,750 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 3,750 |
| |
Mark Maybury |
| 2025 |
|
| - |
|
|
| 11,970 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 11,970 |
|
| 2024 |
|
| - |
|
|
| 3,750 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 3,750 |
| |
Lisa Johnson Pratt |
| 2025 |
|
| - |
|
|
| 3,150 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 3,150 |
|
| 2024 |
|
| - |
|
|
| 3,750 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 3,750 |
| |
Debra Bigman |
| 2025 |
|
| - |
|
|
| 6,300 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 6,300 |
|
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
| ||
Myrna Soto |
| 2025 |
|
| - |
|
|
| 3,150 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 3,150 |
|
|
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
| |
Kenneth Sanders |
| 2025 |
|
| - |
|
|
| 3,150 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 3,150 |
|
| 2024 |
|
| - |
|
|
| 3,750 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 3,750 |
| |
David Beck |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2024 |
|
| - |
|
|
| 1,875 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 1,875 |
| |
Kathleen Leake |
| 2025 |
|
| - |
|
|
| 3,150 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 3,150 |
|
|
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
| |
James Forbes |
| 2025 |
|
| - |
|
|
| 4,410 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 4,410 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Dimitrius Hutcherson |
| 2025 |
|
| - |
|
|
| 10,710 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 10,710 |
|
| 2024 |
|
| - |
|
|
| 3,750 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 3,750 |
| |
| 31 |
| Table of Contents |
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth, as of the date of this prospectus, the total number of shares owned beneficially by our sole officer and director, and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects what this ownership will be assuming completion of the sale of all shares in this offering. The stockholder listed below has direct ownership of her shares and possesses sole voting and dispositive power with respect to the shares. The percent of class is based on 25,219,895 shares of Class A common stock issued and outstanding as of December 31, 2025.
|
| Name and |
| Nature of |
|
|
| |||
|
| Address |
| Amount and |
|
|
| |||
|
| Beneficial |
| Beneficial |
|
| Percent of |
| ||
Title of Class |
| Owner2 |
| Owner |
|
| Class |
| ||
|
|
|
|
|
|
|
|
| ||
Class A Common Stock |
| Lynda Chervil1 |
|
| 15,947,795 |
|
|
| 63.24 | % |
Class A Common Stock |
| All Officers & Directors |
|
| 16,220,195 |
|
|
| 64.32 | % |
[1] | The person named above may be deemed to be a “parent” and “promoter” of our company, within the meaning of such terms under the Securities Act of 1933, as amended, by virtue of his direct and indirect stock holdings. Ms. Chervil is the only “promoter” of our company. |
[2] | Beneficial ownership is determined in accordance with the Rule 13d3(d)(1) of the Exchange Act, as amended and generally includes voting or investment power with respect to securities. Pursuant to the rules and regulations of the Securities and Exchange Commission, shares of common stock that an individual or group has a right to acquire within 60 days pursuant to the exercise of options or warrants are deemed to be outstanding for the purposes of computing the percentage ownership of such individual or group and includes shares that could be obtained by the named individual within the next 60 days. |
Item 13. Certain Relationships and Related Transactions, and Director Independence.
During the years ended December 31, 2025 and 2024, the Company issued 2,280,095 and 149,500 shares, respectively, of Class A common stock to its officers and directors for services rendered to the Company. The shares were valued at fair market value of $0.42 (2025) and $0.25 (2024) per share, for total compensation of $957,640 and $37,375 during the years ended December 31, 2025 and 2024, respectively.
Item 14. Principal Accounting Fees and Services.
During the fiscal years ended December 31, 2025, and 2024, we incurred $7,500 and $6,500, respectively, in fees to our principal independent accountants for professional services rendered in connection with the audit of our annual financial statements, interim reviews, and tax filling.
| 32 |
| Table of Contents |
PART IV
Item 15. Exhibits, Financial Statement Schedules.
The following exhibits are incorporated into this Form 10-K Annual Report:
Exhibit No. |
| Description |
| ||
| ||
| ||
| ||
| ||
| ||
101.INS |
| Inline XBRL Instance Document. |
101.SCH |
| Inline XBRL Taxonomy Extension Schema Document. |
101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB |
| Inline XBRL Taxonomy Extension Label Linkbase Document. |
101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
104 |
| Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
[1] Incorporated by reference from the Company’s 8-K filed with the Commission on October 22, 2018.
[2] Incorporated by reference from the Company’s Form 10 filed with the Commission on January 24, 2018.
* Included in Exhibit 31.1
** Included in Exhibit 32.1
| 33 |
| Table of Contents |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Internet Sciences Inc. |
| |
|
|
|
|
Date: March 30, 2026 | By: | /s/ Lynda Chervil |
|
|
| Lynda Chervil |
|
|
| Executive Chairman |
|
|
|
|
|
Date: March 30, 2026 | By: | /s/ DeeAnn M. Cain, CPA |
|
|
| DeeAnn M. Cain |
|
|
| Chief Financial Officer |
|
| 34 |
EXHIBIT 31.1
CERTIFICATION
I, Lynda Chervil, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K of Internet Sciences Inc. for the fiscal year ended December 31, 2025; |
|
|
|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
|
|
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
|
|
| 4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have: |
|
| a) | designed such disclosure controls and procedures, or caused such internal control over financial report to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
|
| b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
|
| c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period cover by this report based on such evaluation; and |
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|
|
| d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of small business issuer’s board of directors (or persons performing the equivalent functions): |
|
| a) | all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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| b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting;
|
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| Internet Sciences Inc. |
| |
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| Date: March 30, 2026 | By: | /s/ Lynda Chervil |
|
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| Lynda Chervil |
|
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| Executive Chairman |
|
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| Date: March 30, 2026 | By: | /s/ DeeAnn M. Cain, CPA |
|
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| DeeAnn M. Cain |
|
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| Chief Financial Officer |
|
| Date: March 30, 2026 | /s/ Lynda Chervil |
|
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| Lynda Chervil |
|
|
| President and Director Principal Executive Officer |
|
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K for the period ended December 31, 2025 of Internet Sciences Inc, a Delaware corporation (the “Company”), as filed with the Securities and Exchange Commission on the date hereof (the “Annual Report”), I, Lynda Chervil, President and Principal Financial Officer of the Company certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
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| 1. | The Annual Report fully complies with the requirements of Section 13(a) or15(d) of the Securities and Exchange Act of 1934, as amended; and |
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| 2. | The information contained in this Annual Report fairly presents, in all material respects, the financial condition and results of operation of the Company. |
| /s/ Lynda Chervil |
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| Lynda Chervil |
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| President and Director |
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| Principal Executive Officer |
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| /s/ DeeAnn M. Cain CPA |
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| DeeAnn M. Cain |
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| Chief Financial Officer |
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Consolidated Balance Sheets - USD ($) |
Dec. 31, 2025 |
Dec. 31, 2024 |
|---|---|---|
| Current Assets | ||
| Cash | $ 14 | $ 52,544 |
| Receivables | 8,612 | |
| Total Current Assets | 8,598 | 52,544 |
| Intellectual Property - Software | 24,000 | 24,000 |
| Deferred Compensation | 1,026,388 | |
| Total Non-Current Assets | 1,050,388 | 24,000 |
| TOTAL ASSETS | 1,058,986 | 76,544 |
| Liabilities | ||
| Accounts Payable and Accrued Liabilities | 73,090 | 101,225 |
| Due to Related Party | 1,881 | 74 |
| Total Current Liabilities | 74,971 | 101,299 |
| Deferred Compensation Liabilities | 0 | 18,000 |
| Total Liabilities | 74,971 | 119,299 |
| STOCKHOLDER'S DEFICIT | ||
| Common Stock | 25,220 | 22,650 |
| Additional Paid in Capital | 2,015,605 | 938,586 |
| Accumulated Deficit | (1,056,810) | (1,003,991) |
| Total Equity | 984,015 | (42,755) |
| TOTAL Liabilities and Stockholders' Deficit | $ 1,058,986 | $ 76,544 |
Consolidated Balance Sheets (Parentheticals) - $ / shares |
Dec. 31, 2025 |
Dec. 31, 2024 |
|---|---|---|
| Consolidated Balance Sheets | ||
| Common stock, par value | $ 0.001 | $ 0.001 |
| Common stock, shares authorized | 100,000,000 | 100,000,000 |
Consolidated Statement of Income - USD ($) |
12 Months Ended | |
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Dec. 31, 2025 |
Dec. 31, 2024 |
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| Consolidated Statement of Income | ||
| Revenue | $ 0 | $ 686,165 |
| Cost of Sales | 0 | 580,486 |
| Gross Profit | 0 | 105,679 |
| Operating Expenses | ||
| General and Administrative | 29,099 | 35,981 |
| Professional Fees | 23,871 | 16,961 |
| Compensation | (25) | 71,743 |
| Total Operating Expenses | 52,945 | 124,684 |
| Operating Income (Loss) | (52,945) | (19,007) |
| Other Income (Expense) | 127 | (6,932) |
| Net Income (Loss) before Taxes | (52,818) | (25,939) |
| Income tax provision | 0 | 0 |
| Net Income (Loss) after Taxes | (52,818) | (25,939) |
| Net Income (loss) attributable to non-controlling interest | 0 | 0 |
| Net Income (Loss) attributable to Internet Sciences, Inc. | $ (52,818) | $ (25,939) |
| Net loss per share, basic and diluted | $ (0.00) | $ (0.00) |
| Weighted Average Number of Shares Outstanding, Diluted | 25,219,895 | 22,650,200 |
Insider Trading Arrangements |
12 Months Ended |
|---|---|
Dec. 31, 2025 | |
| Insider Trading Arrangements [Line Items] | |
| Rule 10b5-1 Arragements Adopted [Flag] | false |
| Rule 10b5-1 Arragements Treatment [Flag] | false |
| Non Rule 10b5-1 Arragements Adopted [Flag] | false |
| Non Rule 10b5-1 Arragements Treatment [Flag] | false |
ORGANIZATION AND OPERATIONS |
12 Months Ended |
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Dec. 31, 2025 | |
| ORGANIZATION AND OPERATIONS | |
| ORGANIZATION AND OPERATIONS | NOTE 1 - ORGANIZATION AND OPERATIONS
Internet Sciences Inc. (“ISI” or the “Company”) was originally incorporated as Luxury Trine Digital Media Group, Inc. in the State of Delaware on May 20, 2016. On October 5, 2018, the Company changed its name to Internet Sciences Inc.
Internet Sciences Inc. (“ISI” or the “Company”) is an enterprise data intelligence and analytics company headquartered in New York, New York. The Company develops and commercializes proprietary software solutions designed to support data purification, validation, optimization, and analytics across enterprise and Internet of Things (“IoT”)-enabled environments.
The Company’s software platform is delivered through application programming interface (“API”) and software-as-a-service (“SaaS”) deployment models and is intended to assist enterprise and government customers in automating data workflows, improving data integrity, and enhancing operational decision-making.
The Company conducts research and development activities through its wholly owned subsidiaries, Institute of Technology Informatics & Computer Analytics LLC and Analygence Limited. These subsidiaries function as research arms supporting advanced computational initiatives, including the development of quantum-inspired learning model (“QLM”) architectures intended to enhance the scalability and optimization capabilities of the Company’s enterprise analytics platform.
The Company’s current strategic focus is the commercialization and scaling of its proprietary software platform through enterprise sales initiatives and distribution channels. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
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| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).
Principles of Consolidation
The consolidated financial statements include the following subsidiaries:
The Company’s functional and reporting currency is the United States dollar. The functional currency of TDB and AL is the British pound. On consolidation, the subsidiary translates its assets and liabilities to U.S. dollars using foreign exchange rates, which prevailed at the balance sheet date and translates its revenues and expenses using average exchange rates during the period. Gains and losses arising on settlement of foreign currency denominated transactions are included in other income (expense), while translation gains (losses) are reported as other comprehensive income (loss). No foreign currency translation or transactions gains or losses were recognized during the years ended December 31, 2024 or 2023 due to the absence of operations in the UK subsidiaries.
In the preparation of consolidated financial statements of the Company, intercompany transactions and balances are eliminated in consolidation.
Variable Interest Entities
The Company holds a 49% non-controlling interest in Trine Digital Broadcasting Ltd (TDB) as it is solely a party of interest in providing funding to TDB broadcasting projects. Ownership of the intellectual property assets are to remain with TDB. TDB is deemed a variable interest entity (“VIE”) as defined in ASC 810-10-25-38, “Consolidation of Variable Interest Entities.” ASC 810 requires a 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 because of holding variable interests. As ISI owns 49% of the VIE and the founder (CEO) majority shareholder (a related party) of ISI controls the remaining 51%, ISI has been determined to be the primary beneficiary of this VIE. The VIE was formed to expand the business of ISI into the United Kingdom. There are no formal explicit arrangements as of December 31, 2023, that require ISI to provide financial support to the VIE, although financial support is implied by the relationship. There were no assets or liabilities of the VIE as of December 31, 2024 and 2023. Trine Digital Broadcasting Ltd was dissolved in July 2024 as ISI discontinued its efforts to publish its broadcast software for HBB TV in the United Kingdom. There was no financial impact to ISI from the dissolution.
Cash and Cash Equivalents
In liquid investments with maturity of three months or less are considered cash equivalents. The Company places its cash with high credit quality financial institutions. The Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 insures each the Company’s accounts at these institutions. As of December 31, 2025 and 2024, the Company did not reach bank balances exceeding the FDIC insurance limit.
Fair Value of Financial Instruments
The Company follows ASC 820, “Fair Value Measurements and Disclosures,” which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).
The three levels of the fair value hierarchy are described below:
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The fair value of accounts payable and accrued expenses, loans, and due to shareholder approximates their carrying amounts because of their immediate or short-term maturity.
The company did not have any Financial Instruments at or as of December 31, 2025 or December 31, 2024, which would require a fair value assessment.
Revenue Recognition
The Company follows ASC 606, “Revenue from Contracts with Customers,” and plans to recognize revenue from the sale of products and services following the five steps procedure:
Step 1: Identify the contract(s) with customers.
Step 2: Identify the performance obligations in the contract.
Step 3: Determine the transaction price.
Step 4: Allocate the transaction price to performance obligations.
Step 5: Recognize revenue when the entity satisfies a performance obligation.
The Company will recognize revenue as it transfers control of promised services to its customers. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled in exchange for these services. The Company is in its early stage and had no revenues during year ended December 31, 2025, and revenues of $686,165 during the year ended December 31, 2024.
Impairment of Intangible Assets
The company follows ASC 350 & ASC 360 for the evaluation of impairment of Intangible Assets. Per the ASC the estimate of the useful life of an intangible asset to an entity shall be based on an analysis of all pertinent factors, in particular, all of the following factors with no one factor being more presumptive than the other:
As of December 31, 2025, and December 31, 2024, Management based on the above criteria has not impaired the useful life of the intangible asset, the intellectual property asset, as reported upon the Balance Sheet. Management evaluates the assets yearly for impairment based on the guidelines, effectiveness, and changes within the industry.
Income Taxes
Income taxes are determined in accordance with the provisions of ASC 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.
As of and for the years ended December 31, 2025 and 2024, the Company did not have any interest and penalties associated with tax positions, or significant unrecognized uncertain tax positions.
Stock Based Compensation
Stock-based compensation is accounted for based on the requirements of ASC 718, “Compensation — Stock Compensation,” which requires recognition in the financial statements of the cost of employee, director, and non-employee services received in exchange for an award of equity instruments over the period the individual or entity is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of the services received in exchange for an award based on the grant-date fair value of the award.
As of 2025, Compensation is recorded on the income statement with respect to Salaries & Wages. The compensation is subject to all taxes as payable on wages paid to an employee, and or reporting purposes of independent contractors. The company will be filing all necessary federal, state, and local payroll forms as required in the subsequent years of vesting or appropriate forms related to the contract staffing.
Earnings (Loss) per Share
The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share.” Basic EPS is measured as the income or loss available to common shareholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options, and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. The Company’s diluted loss per share is the same as the basic loss per share for the years ending December 31, 2025 and 2024, as the Company did not have potentially dilutive instruments outstanding. During the year 2024, all stock was converted into single class.
Net loss per share for each class of common stock is as flows:
Company did not have potentially dilutive instruments outstanding.
Related Parties
The Company follows ASC 850,” Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions (see Note 4).
Recent Accounting Pronouncements
The Company’s management has considered all recent accounting pronouncements and believes that these recent pronouncements will not have a material effect on the Company’s financial statements. |
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GOING CONCERN CONSIDERATIONS |
12 Months Ended |
|---|---|
Dec. 31, 2025 | |
| GOING CONCERN CONSIDERATIONS | |
| GOING CONCERN CONSIDERATIONS | NOTE 3 - GOING CONCERN CONSIDERATIONS
The accompanying consolidated financial statements are prepared assuming the Company will continue as a going concern. As of December 31, 2025, the Company had an accumulated deficit of $1,056,810. Cash Flow indicates negative cash provided by operations. For the year ended December 31, 2025, the Company had a net loss of $52,818, with the issuance of equity to cover compensation, and financing activities. The Company indicates working capital deficiencies for the year ended December 31, 2025, to be $109,494. These matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issue date of this report. The ability of the Company to continue as a going concern is dependent upon initiating sales, obtaining additional capital, and financing. The Company plans on securing loans from traditional and non-traditional lenders, private market raises, convertible debts and through its planned Initial Public Offering. The Company’s IPO registration statement was rendered effective on 12/22/21 by the SEC, however the Company delayed pursuing its IPO. There is currently no public market for our common stock. While the Company believes in the viability of its strategy to initiate sales volume and in its ability to raise additional funds, there can be no assurances to that effect. The consolidated financial statements do not include adjustments to reflect the possible effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.
The consolidated financial statements do not include adjustments to reflect the possible effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. |
RELATED PARTY TRANSACTIONS |
12 Months Ended |
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Dec. 31, 2025 | |
| RELATED PARTY TRANSACTIONS | |
| RELATED PARTY TRANSACTIONS | NOTE 4 - RELATED PARTY TRANSACTIONS
During the years ended December 31, 2025 and 2024, the Company’s CEO advanced $1,881 and $4,862, respectively, in non-interest-bearing demand loans to the Company, and was repaid $0 and $120,893, respectively. As of December 31, 2025 and 2024, there were $1,881 and $74, respectively, due to the Company’s CEO.
During the years ended December 31, 2025 and 2024, the Company issued 2,529,495 and 194,250 shares, respectively, of Class A common stock to its officers and directors for services rendered to the Company. The shares were valued at fair market value of $.42 (2025), and $0.25 (2024) per share, for total compensation of $1,062,388 and $48,342 during the years ended December 31, 2025 and 2024, respectively. |
INCOME TAXES |
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| Income taxes | NOTE 5 - INCOME TAXES
For the years ended December 31, 2025 and 2024, the local (“United States of America”) and foreign components (“United Kingdom”) of loss before income taxes were comprised of the following:
United States of America
Internet Sciences Inc. is registered in the State of Delaware and is subject to the tax laws of United States of America. The components of the Company’s deferred tax asset and reconciliation of income taxes are computed at the new statutory rate of 21% to the income tax amount recorded as of December 31, 2025 and December 31, 2024.
As of December 31, 2025, the operations in the United States of America had incurred $1,056,810 of cumulative net operating losses (“NOL”) which can be carried forward to offset future taxable income. The net operating loss carryforwards begin to expire in 2039 if unutilized. NOLs generated in tax years prior to December 31, 2017, can be carryforward for twenty years, whereas NOLs generated after December 31, 2017, can be carryforward indefinitely. In accordance with Section 382 of the U.S. Internal Revenue Code.
The Company has provided for a full valuation allowance against the deferred tax assets on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.
United Kingdom
The Company’s subsidiary operating in United Kingdom are subject to the United Kingdom Profits Tax at a standard income tax rate of 19% on the assessable income arising in United Kingdom during its tax year. During the years ended December 31, 2025 and 2024, the operating activity of subsidiary was $0. |
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EQUITY |
12 Months Ended |
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Dec. 31, 2025 | |
| EQUITY | |
| EQUITY | NOTE 6 - EQUITY
Prior to September 2024 the Company has authorized 100,000,000 shares of common stock, par value of $0.001 per share, with 81,200,000 shares of common stock -class A designated and 18,800,000 shares of common stock -class B designated. Each holder of common stock-class A and common stock-class B is entitled to one vote and three votes, respectively, for each such share outstanding in the holder’s name.
In September 2024 the Company’s Board of Directors resolved to convert all of its issued and outstanding Common Stock B shares of 18,800,000 to Common Stock A shares. The shares were converted on a one-for-one basis with a cast basis for Common Stock B Shares at 2 cents per share. Common Stock B shares and Common Stock A shares had the same par value of $0.001 per share. All Common Stock A shares are entitled to one vote for each share outstanding in the holder’s name.
Common Stock- class A
During the years ended December 31, 2025, and 2024, the Company issued 2,529,495 and 194,250 shares, respectively, of Class A common stock to its officers and directors for services rendered to the Company. The shares were valued at fair market value of $0.42 (2025) and $0.25 (2024) per share, for total compensation of $1,062,388 and $48,342 during the years ended December 31, 2025, and 2024, respectively.
During the years ended December 31, 2024, and 2024, the Company issued 200 and 3,200 shares of Class A common stock for cash. The shares were valued at fair market value of $2.00 per share for total proceeds of $400 and $6,400 during the years ended December 31, 2025, and 2024, respectively.
During the year December 31, 2025, the company issued 10,000 shares of Class A common stock to a third party for Investor Relation Services and 30,000 shares of Class A Common stock to third parties for Capital Raise Services. The shares were valued at $0.42 per share for a Purchased services expense of $16,800.
During the year December 31, 2024, the company issued 18,800,000 shares of Class A common stock to holders of Class B common stock to convert the shares on a one-for-one basis with a cost basis for Common Stock B Shares at 2 cents per share.
As of December 31, 2025 and 2024, the Company had 25,219,895 and 22,650,200 shares of common stock-class A issued and outstanding, respectively. |
SUBSEQUENT EVENTS |
12 Months Ended |
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Dec. 31, 2025 | |
| SUBSEQUENT EVENTS | |
| SUBSEQUENT EVENTS | NOTE 7 - SUBSEQUENT EVENTS
The Company has evaluated events occurring from December 31, 2025, through the date these financial statements issued of March 26th, 2026 noting no events requiring additional disclosure. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
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| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Basis of Presentation | The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). |
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| Principles of Consolidation | The consolidated financial statements include the following subsidiaries:
The Company’s functional and reporting currency is the United States dollar. The functional currency of TDB and AL is the British pound. On consolidation, the subsidiary translates its assets and liabilities to U.S. dollars using foreign exchange rates, which prevailed at the balance sheet date and translates its revenues and expenses using average exchange rates during the period. Gains and losses arising on settlement of foreign currency denominated transactions are included in other income (expense), while translation gains (losses) are reported as other comprehensive income (loss). No foreign currency translation or transactions gains or losses were recognized during the years ended December 31, 2024 or 2023 due to the absence of operations in the UK subsidiaries.
In the preparation of consolidated financial statements of the Company, intercompany transactions and balances are eliminated in consolidation. |
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| Cash and Cash Equivalents | In liquid investments with maturity of three months or less are considered cash equivalents. The Company places its cash with high credit quality financial institutions. The Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 insures each the Company’s accounts at these institutions. As of December 31, 2025 and 2024, the Company did not reach bank balances exceeding the FDIC insurance limit. |
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| Fair Value of Financial Instruments | The Company follows ASC 820, “Fair Value Measurements and Disclosures,” which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).
The three levels of the fair value hierarchy are described below:
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The fair value of accounts payable and accrued expenses, loans, and due to shareholder approximates their carrying amounts because of their immediate or short-term maturity.
The company did not have any Financial Instruments at or as of December 31, 2025 or December 31, 2024, which would require a fair value assessment. |
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| Revenue Recognition | The Company follows ASC 606, “Revenue from Contracts with Customers,” and plans to recognize revenue from the sale of products and services following the five steps procedure:
Step 1: Identify the contract(s) with customers.
Step 2: Identify the performance obligations in the contract.
Step 3: Determine the transaction price.
Step 4: Allocate the transaction price to performance obligations.
Step 5: Recognize revenue when the entity satisfies a performance obligation.
The Company will recognize revenue as it transfers control of promised services to its customers. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled in exchange for these services. The Company is in its early stage and had no revenues during year ended December 31, 2025, and revenues of $686,165 during the year ended December 31, 2024. |
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| Income Taxes | Income taxes are determined in accordance with the provisions of ASC 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.
As of and for the years ended December 31, 2025 and 2024, the Company did not have any interest and penalties associated with tax positions, or significant unrecognized uncertain tax positions. |
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| Stock Based Compensation | Stock-based compensation is accounted for based on the requirements of ASC 718, “Compensation — Stock Compensation,” which requires recognition in the financial statements of the cost of employee, director, and non-employee services received in exchange for an award of equity instruments over the period the individual or entity is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of the services received in exchange for an award based on the grant-date fair value of the award.
As of 2025, Compensation is recorded on the income statement with respect to Salaries & Wages. The compensation is subject to all taxes as payable on wages paid to an employee, and or reporting purposes of independent contractors. The company will be filing all necessary federal, state, and local payroll forms as required in the subsequent years of vesting or appropriate forms related to the contract staffing. |
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| Earnings (Loss) per Share | The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share.” Basic EPS is measured as the income or loss available to common shareholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options, and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. The Company’s diluted loss per share is the same as the basic loss per share for the years ending December 31, 2025 and 2024, as the Company did not have potentially dilutive instruments outstanding. During the year 2024, all stock was converted into single class.
Net loss per share for each class of common stock is as flows:
Company did not have potentially dilutive instruments outstanding. |
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| Related Parties | The Company follows ASC 850,” Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions (see Note 4). |
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| Recent Accounting Pronouncements | The Company’s management has considered all recent accounting pronouncements and believes that these recent pronouncements will not have a material effect on the Company’s financial statements. |
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| Variable Interest Entities | The Company holds a 49% non-controlling interest in Trine Digital Broadcasting Ltd (TDB) as it is solely a party of interest in providing funding to TDB broadcasting projects. Ownership of the intellectual property assets are to remain with TDB. TDB is deemed a variable interest entity (“VIE”) as defined in ASC 810-10-25-38, “Consolidation of Variable Interest Entities.” ASC 810 requires a 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 because of holding variable interests. As ISI owns 49% of the VIE and the founder (CEO) majority shareholder (a related party) of ISI controls the remaining 51%, ISI has been determined to be the primary beneficiary of this VIE. The VIE was formed to expand the business of ISI into the United Kingdom. There are no formal explicit arrangements as of December 31, 2023, that require ISI to provide financial support to the VIE, although financial support is implied by the relationship. There were no assets or liabilities of the VIE as of December 31, 2024 and 2023. Trine Digital Broadcasting Ltd was dissolved in July 2024 as ISI discontinued its efforts to publish its broadcast software for HBB TV in the United Kingdom. There was no financial impact to ISI from the dissolution. |
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| Impairment of Intangible Assets | The company follows ASC 350 & ASC 360 for the evaluation of impairment of Intangible Assets. Per the ASC the estimate of the useful life of an intangible asset to an entity shall be based on an analysis of all pertinent factors, in particular, all of the following factors with no one factor being more presumptive than the other:
As of December 31, 2025, and December 31, 2024, Management based on the above criteria has not impaired the useful life of the intangible asset, the intellectual property asset, as reported upon the Balance Sheet. Management evaluates the assets yearly for impairment based on the guidelines, effectiveness, and changes within the industry. |
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Principles of Consolidation |
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| Schedule of Net Loss Per Share for Each Class of Common Stock |
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INCOME TAXES (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| INCOME TAXES | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of the local and foreign components of loss before income taxes |
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) |
12 Months Ended |
|---|---|
Dec. 31, 2025 | |
| Trine Digital Broadcasting Ltd TDB [Member] | |
| Country | United Kingdon |
| Ownership Interest | 49.00% |
| Institute of Technology, Informatics & Computer Analytics LLC (IoTICA) [Member] | |
| Country | USA |
| Ownership Interest | 100.00% |
| Analygence Limited (AL) [Member] | |
| Country | United Kingdom |
| Ownership Interest | 100.00% |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - $ / shares |
12 Months Ended | |
|---|---|---|
Dec. 31, 2025 |
Dec. 31, 2024 |
|
| Net loss per share, basic and diluted | $ (0.00) | $ (0.00) |
| Weighted average shares outstanding | 25,219,895 | 22,650,200 |
| Class A Common Stocks [Member] | ||
| Net loss per common shares outstanding | $ (0.00) | $ (0.00) |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2025 |
Dec. 31, 2024 |
|
| Federal deposit insurance corporation | $ 250,000 | $ 250,000 |
| Revenues | $ 0 | $ 686,165 |
| Trine Digital Broadcasting Ltd TDB [Member] | ||
| Percentage of variable interest entity | 49.00% | |
| Percentage of non-controlling interest | 49.00% | |
| Variable Interest Entity Primary Beneficiary [Member] | ||
| Percentage of variable interest entity | 51.00% | |
GOING CONCERN CONSIDERATIONS (Details Narrative) - USD ($) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2025 |
Dec. 31, 2024 |
|
| GOING CONCERN CONSIDERATIONS | ||
| Accumulated deficit | $ (1,056,810) | $ (1,003,991) |
| Working capital deficiency | (109,494) | |
| Net loss | $ (52,818) | $ (25,939) |
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2025 |
Dec. 31, 2024 |
|
| Received advances amount | $ 1,881 | $ 4,862 |
| Due to Employees | 1,881 | 74 |
| Issuance of common stock | $ 2,529,495 | $ 194,250 |
| Fair market value per share (in Dollars per share) | $ 0.42 | $ 0.25 |
| Employee Stock Ownership Plan (ESOP), Compensation Expense | $ 1,062,388 | $ 48,342 |
| CEO [Member] | ||
| Stock Based Repayment of Related Company Debt | $ 0 | $ 120,893 |
INCOME TAXES (Details) - USD ($) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2025 |
Dec. 31, 2024 |
|
| INCOME TAXES | ||
| Local | $ (25,939) | $ (25,939) |
| Foreign | 0 | 0 |
| Loss before income taxes | $ (25,939) | $ (25,939) |
INCOME TAXES (Details Narrative) - USD ($) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2025 |
Dec. 31, 2024 |
|
| Effective income tax rate reconciliation, federal statutory income tax rate, percent | 21.00% | 21.00% |
| Disposal group, including discontinued operation, operating income (Loss) | $ 1,056,810 | |
| Deferred tax assets, operating loss carryforwards, foreign | $ 0 | $ 0 |
| United Kingdom [Member] | ||
| Effective income tax rate reconciliation, federal statutory income tax rate, percent | 19.00% | |