UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from _________ to________.

000-55897

Commission File Number

Internet Sciences Inc.

(Exact name of registrant as specified in its charter)

Delaware	81-2775456
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
667 Madison Avenue, 5th Floor, New York, NY	10065
(Address of principal executive offices)	(Zip Code)

212-823-6272

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

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 ☐ 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:

Large accelerated filer	☐	Non-accelerated filer	☒
Accelerated filer	☐	Smaller reporting company	☒
		Emerging Growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of March 31, 2024, we had 3,681,250 Class A shares; 18,800,000 Class B Shares outstanding.

TABLE OF CONTENTS

PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements.	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	14
Item 4.	Controls and Procedures.	14
PART—II OTHER INFORMATION
Item 1.	Legal Proceedings.	15
Item 1A.	Risk Factors.	15
Item 2.	Unregistered Sales of Securities and Use of Proceeds.	15
Item 3.	Defaults Upon Senior Securities.	15
Item 4.	Mine Safety Disclosure.	15
Item 5.	Other Information.	15
Item 6.	Exhibits	15
Signatures		16

i

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Internet Sciences Inc.

Consolidated Balance Sheets

(Unaudited)

	March 31,			December 31,
	2024			2023
ASSETS
Current Assets
Cash	$	211		$	-10
		211			-10
Total Current Assets					-
Intellectual property - software		24,000			24,000
Total Assets	$	24,211		$	23,990
Liabilities and Stockholders’ Deficit
Current Liabilities
Accounts payable and accrued liabilities	$	96,057		$	93,556
Due to related party		3,089			1,992
Total Current Liabilities		99,146			95,548
Total Liabilities		99,146			95,548
Stockholders’ Deficit
Common Stock, $0.001 par value 100,000,000 authorized,
Common Stock Class A, 81,200,000 shares designated, 3,681,250 and 3,628,750 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively		3,682			3,629
Common Stock Class B, 18,800,000 shares designated, 18,800,000 shares issued and outstanding at March 31, 2024 and December 31, 2023		18,800			18,800
Additional paid-in capital		891,137			878,065
Accumulated deficit		(988,554	)		(972,052	)
Total stockholders’ deficit		(74,935	)		(71,558	)
Non-controlling interest		-			-
Total Stockholders’ Deficit		(74,935	)		(71,558	)
TOTAL Liabilities and Stockholders’ Deficit	$	24,211		$	23,990

See accompanying notes to consolidated financial statements (unaudited)

1

Internet Sciences Inc.

Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

	For the Three Months Ended
	March 31,
	2024			2023
Revenue	$	-		$	-
Operating Expenses:
General and administrative		877			983
Professional fees		7,000			12,795
Compensation		8,625			29,000
Total operating expenses		16,502			42,778
Operating Loss		(16,502	)		(42,778	)
Other income (expense)		-			-
Net loss before taxes		(16,502	)		(42,778	)
Income tax provision		-			-
Net Loss	$	(16,502	)	$	(42,778	)
Net loss attributable to:
Internet Sciences, Inc.		(16,502	)		(42,778	)
Non-controlling interest		-			-
Comprehensive Loss	$	(16,502	)	$	(42,778	)
Basic and diluted net loss per share	$	(0.00	)	$	(0.00	)
Basic and diluted weighted average common shares outstanding		21,355,662			20,369,768

See accompanying notes to consolidated financial statements (unaudited)

2

Internet Sciences Inc.

Consolidated Statement of Changes in Stockholders’ Deficit

Three and Three months ended March 31, 2024 and 2023

(Unaudited)

	Common A				Common B				Additional Paid In		Accumulated			Total Stockholders'
	Shares		Value		Shares		Value		Capital		Deficit			Equity
Balance at December 31, 2022		1,675,550		1,676		18,800,000		18,800		238,160		(441,464	)		(182,828	)
Compensation		58,000		58						28,942					29,000
Intellectual Property		12,000		12						23,988					24,000
Related Party Debt		116,000		116						115,884					116,000
Shares for Cash		24,200		24						30,526					30,550
Net Loss										-		(42,778	)		(42,778	)
										-
Balance at March 31, 2023		1,885,750		1,886		18,800,000		18,800		437,500		(484,242	)		(26,056	)
Forgiveness of Debt		-		-						4,893					4,893
Net Loss										-		(20,481	)		(20,481	)
Balance at June 30, 2023 per 10-Q		1,885,750		1,886		18,800,000		18,800		442,393		(504,723	)		(41,644	)
Compensation		78,000		78						19,422					19,500
Net Loss										-		(24,060	)		(24,060	)
Balance at September 30, 2023 per 10-Q		1,963,750		1,964		18,800,000		18,800		461,815		(528,783	)		(46,204	)
Compensation		1,665,000		1,665						416,250					417,915
Net Loss												(443,269	)		(443,269	)
Balance at December 31, 2023		3,628,750		3,629		18,800,000		18,800		878,065		(972,052	)		(71,558	)
Compensation		52,500		53		-		-		13,073					13,125
Net Loss												(16,502	)		(16,502	)
Balance March 31, 2024		3,681,250		3,682		18,800,000		18,800		891,138		(988,553	)		(74,935	)

See accompanying notes to consolidated financial statements (unaudited)

3

Internet Sciences Inc.

Consolidated Statements of Cash Flows

(Unaudited)

	Three Months Ended March 31,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(16,502	)	$	(42,778	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation					29,000
Changes in operating assets and liabilities:
Increase in accounts payable and accrued liabilities	2500				(133,386	)
Net cash used in operating activities		(14,002	)		(147,165	) )
CASH FLOWS FROM INVESTING ACTIVITIES
Cash used to Acquire IP Asset		0			(24,000	)
Net cash used in investing activities		0			(24,000	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related party		1,098			0
Stock Based Repayment of Related Company Debt
Other Issuance of Common Stock		13,125			199,550
Net cash provided by financing activities		14,223			199,550
Net change in cash for the period		221			28,385
Cash at beginning of period		-10			0
Cash at end of period	$	211		$	28,385
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	-
Schedule of Non-cash Investing and Financing Activities:
Issuance of common shares for repayment of debt, related party	$	0		$	199,550
Issuance of common shares for acquisition of intellectual property – software	$	0		$	24,000
Forgiveness of accrued wages, related party	$	0		$	4,985

See accompanying notes to consolidated financial statements (unaudited)

4

Internet Sciences Inc.

Notes to Consolidated Financial Statements

For the Three months ended March 31, 2024 and 2023

(Unaudited)

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

Nature of Business

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

On October 5, 2018, the Company changed its name to Internet Sciences Inc., which is an early-stage emerging diversified information and communications technology company specializing in cutting-edge digital transformation services, including new-media technology; telecommunication and network carrier services; IoT-enabled solutions; and managed ICT, managed cloud services, data centers and co-location services.

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

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

The Company’s principal place of business is 667 Madison Avenue 5th Floor, New York, NY 10065

Principles of Consolidation

The consolidated financial statements include the following subsidiaries:

Schedule of consolidated financial statements

		Ownership
	Country	Interest
Trine Digital Broadcasting Ltd (TDB)	United Kingdom		49	%
Institute of Technology, Informatics &Computer Analytics LLC (IoTICA)	USA		100	%
Analygence Limited (AL)	United Kingdom		100	%

In June 2020, AL was formed in UK as an extension of IoTICA and as a response to the limitations of travel between the UK and US caused by the COVID-19 pandemic. There were no operations through TDB and AL for the three months ended March 31, 2024 or 2023. There were no assets and liabilities of TDB and AL as of March 31, 2024 or December 31, 2023.

In the preparation of consolidated financial statements of the Company, intercompany transactions and balances are eliminated in consolidation.

Foreign Currency

The Company’s functional and reporting currency is the United States dollar. The functional currency of TDB and AL is the British pound. On consolidation, the subsidiaries translate their assets and liabilities to U.S. dollars using foreign exchange rates which prevailed at the balance sheet date and translate their revenues and expenses using average exchange rates during the period. Gains and losses arising on settlement of foreign currency denominated transactions are included in earnings, while differences arising from translation of balances are included in the other comprehensive income/loss. No foreign currency translation or transactions gains or losses were recognized during the three months ended March 31, 2024, or 2023 due to the absence of operations in the UK subsidiaries.

5

Basis of Presentation

The accompanying consolidated financial statements (unaudited) are condensed and have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with US GAAP, have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. The results of operations for the three months ended March 31, 2024, are not necessarily indicative of the operating results for the full year ended December 31, 2024.

In the opinion of management, all adjustments (consisting of normal recurring items) necessary to present fairly the Company’s financial position, results of operations, and cash flows as of and for the three months ended March 31, 2024, and  2023, have been made.

Variable Interest Entity

ASC 810-10-25-38, “Consolidation of Variable Interest Entities,” requires a variable interest entity (“VIE”) to be consolidated by a company if that company absorbs a majority of the VIE’s expected losses and/or receives a majority of the entity’s expected residual returns as a result of holding variable interests. Trine Digital Broadcasting is a variable interest entity as defined by ASC 810-10-25-38. As ISI owns 49% 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 March 31, 2024 that require ISI to provide financial support to the VIE, although financial support is implied by the relationship. There were no assets and liabilities of the VIE as of March 31, 2024. The Company has not provided funding to the VIE to date, therefore, there have been no operations.

Use of Estimates

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

Cash and Cash Equivalents

All highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The Company places its cash with high credit quality financial institutions. The Company’s accounts at these institutions are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of March 31, 2024 and December 31, 2023, 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,” for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing US GAAP that require the use of fair value measurements establishes a framework for measuring fair value and expands disclosure about such fair value measurements.

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

Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data

Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

6

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

The carrying amounts reported in the balance sheet for the Company’s current assets and liabilities approximate their estimated fair market value based on the short-term maturity of these instruments. 

Revenue Recognition

The Company plans to follow the guidance of ASC 606, “Revenue from Contracts with Customers,” and will recognize revenue from the sale of products and services in accordance with the following five criteria:

Step 1: Identify the contract(s) with customers

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to performance obligations

Step 5: Recognize revenue when the entity satisfies a performance obligation

The Company plans to recognize revenue as it transfers control of promised services to its customers. The amount of revenue recognized will reflect the consideration to which the Company expects to be entitled in exchange for these services.

Income Taxes

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

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

Stock-Based Compensation

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

7

Net Loss per Share

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

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

Schedule of Earnings Per Share
	Three Months Ended
	March 31,
	2024			2023
Net loss per share, basic and diluted	$	(0.00	)	$	(0.00	)
Net loss per common shares outstanding:
Common stock -Class A	$	(0.00	)	$	(0.00	)
Common stock -Class B	$	(0.00	)	$	(0.00	)
Class A and B combined	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding:
Class A common stock		1,940,764			1,569,768
Class B common stock		18,800,000			18,800,000
Total weighted average shares outstanding		20,740,764			20,369,768

For the three months ended March 31, 2024 and 2023, there were no potentially dilutive securities outstanding.

Software Costs

The Company accounts for software costs in accordance with several accounting pronouncements, including ASC 730, “Research and Development,” ASC 350-40, “Internal-Use Software,” ASC 985-20, “Costs of Computer Software to be Sold, Leased, or Marketed” and ASC 350-50, “Website Development Costs.”

Costs incurred during the period of planning and design, prior to the period determining technological feasibility, for all software developed for use internal and external, has been charged to operations in the period incurred as research and development costs.  Additionally, costs incurred after determination of readiness for market have been expensed as research and development.

The Company will capitalize certain costs in the development of our proprietary software (computer software to be sold, leased or licensed) for the period after technological feasibility was determined and prior to our marketing and initial sales. Website development costs are capitalized under the same criteria as our marketed software, and purchased software is capitalized at cost and amortized over its useful life.  

Impairment of Long-lived Assets

Long-lived assets, such as fixed assets, software and identifiable intangibles, are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable.  When required, impairment losses on assets to be held and used are recognized based on the fair value of the asset.  The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required.  If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset.  When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets.  We did not recognize any impairment losses for any periods presented.

8

Related Parties

The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions (see Note 3).

Recent Accounting Pronouncements

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

NOTE 2 – GOING CONCERN CONSIDERATIONS

The accompanying consolidated financial statements are prepared assuming the Company will continue as a going concern. As of March 31, 2024, the Company had an accumulated deficit of $988,554 and a working capital deficiency of $98,935. For the three months ended March 31, 2024, the Company had a net loss of $16,502 and cash used in operating activities of $211. 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 these financial statements. The ability of the Company to continue as a going concern is dependent upon initiating sales and obtaining additional capital and financing. The Company plans on raising funds through its planned Initial Public Offering and through a pre-listing private market raise. 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.

NOTE 3 – RELATED PARTY TRANSACTIONS

During the three months ended March 31, 2024 and 2023, the Company received advances from its CEO totaling $3,089 and $4,935, respectively, and made no repayments. Amounts owed to the CEO at March 31, 2024 and December 31, 2023 totaled $3,089 and $1,992, respectively.

NOTE 4 – EQUITY

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.

9

Common Stock - Class A

As of March 31, 2024 and December 31, 2023, the Company had 3,681,250 and 3,628,750, respectively, shares of common stock-class A issued and outstanding.

During the three months ended March 31, 2024, the Company issued 52,500 shares of class A common stock to Directors of the Board for $13,125 in services.

During the three months ended March 31, 2023, the Company did not issue any shares of class A common stock.

At December 31, 2022, the Company owed $4,985 in accrued compensation to its CEO. During the six months ended June 30, 2023, the CEO forgave the accrual, which has been reflected in additional paid-in capital, resulting in $0 accrued compensation owed at June 30, 2023.

Common Stock - Class B

As of March 31, 2024 and December 31, 2023, the Company had 18,800,000 shares of common stock-class B issued. There were no issuances of class B common stock during the three months ended March 31, 2024 or 2023. 

NOTE 5 – INTELLECTUAL PROPERTY

During the three months ended March 31, 2023, the Company acquired software from a third-party in exchange for 12,000 shares of common stock valued at $2.00 per share for total software cost of $24,000. The Company intends to upgrade and commercialize the software, and estimates the useful life of the software to be 7 years, over which it will amortize it ratably once the software is put in use. No amortization or impairment has been recorded on the software through March 31, 2024.

NOTE 6 – SUBSEQUENT EVENTS

Management has assessed subsequent events from March 31, 2024 through the date the financial statements were issued, and noted no additional items requiring disclosure.

10

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Management’s Discussion and Analysis 

This section of Form 10-Q includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

Overview

Internet Sciences Inc. (“ISI” or the “Company”) was originally incorporated as Luxury Trine Digital Media Group, Inc. in the State of Delaware on May 20, 2016. On October 5, 2018, the Company changed its name to Internet Sciences Inc.

The consolidated financial statements include the following subsidiaries:

		Ownership
	Country	Interest
Trine Digital Broadcasting Ltd (TDB)	United Kingdom		49	%
Institute of Technology, Informatics &Computer Analytics LLC (IoTICA)	USA		100	%
Analygence Limited (AL)	United Kingdom		100	%

ISI is an early-stage emerging diversified information and communications technology company specializing in cutting-edge digital transformation services, including new-media technology; telecommunication and network carrier services; IoT-enabled solutions; and managed ICT, managed cloud services, data centers and co-location services.

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

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

The Company’s principal place of business is 667 Madison Avenue, New York, New York 10065

Our Outlook

We are an early-stage company since we have not commenced planned principal operations. Our activities since inception include devoting substantially all of our efforts to business planning and development. Additionally, we have allocated a substantial portion of our time and investment to the completion of our development activities to launch our marketing plan and generate revenues and to raising capital. We have generated minimal revenue from operations. The Company’s activities during this early stage are subject to significant risks and uncertainties.

There is currently no public market for our common stock. While the Company believes in the viability of its strategy to initiate sales volume and in its ability to raise additional funds, there can be no assurances to that effect. The financial statements do not include adjustments to reflect the possible effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

11

Results of Operations

Three months ended March 31, 2024, compared to theThree months ended March 31, 2023

Revenue

The Company is considered to be an early-stage company. There were no revenues generated during the three months ended March 31, 2024 or 2023.

Operating Expenses and Loss from Operations

Total operating expenses and loss from operations for the three months ended March 31, 2024 were $16,502, a decrease of $26,277 from total operating expenses and loss from operations for the comparable three months ended March 31, 2023 of $42,778. The decrease is due primarily to the Company issuing $29,000 in stock-based compensation to its directors during the three months ended March 31, 2023, while issuing only $13,500 in stock-based compensation to directors during the three months ended March 31, 2024.  Additionally, professional fees were $4,000 higher for the three months ended March 31, 2023 than they were for the three months ended March 31, 2024.

Other Income (Expense)

There was no other income (expense) for the three and three months ended March 31, 2024 and 2023.

Net Loss and Net Comprehensive Loss

We reported a net loss and net comprehensive loss of $16,502 and $42,778 for the three months ended March 31, 2024 and 2023, respectively, due to the factors noted above.

Liquidity and Capital Resources

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. At March 31, 2024 and December 31, 2023, we had a cash balance of $211 and $28,385 respectively, and our working capital deficit was $98,935 and $52,207 respectively.

Accrued expenses and accounts payable were $99,146 and $95,549 as of March 31, 2024, and December 31, 2023, respectively. Accrued expenses and accounts payable for related parties were $3,089 and $1,192 as of March 31, 2024 and December 31, 2023, respectively.

The Company is considered to be an early-stage company and we had no sales during the three months ended March 31, 2024 and 2023. Thus, net sales are not sufficient to fund our operating expenses. We will need to raise significant additional capital to fund our operating expenses, pay our obligations, and grow our company. We do not anticipate we will be profitable in 2023. Therefore, our operations will be dependent on our ability to secure additional financing. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. If we are successful in securing additional working capital, we intend to increase our marketing efforts to grow our revenues.

Operating Activities

Net cash flows used in operating activities for the three months ended March 31, 2024 amounted to $14,002 and was attributable to our net loss of $16,502 offset by an increase in accounts payable and accrued liabilities of $2,500.

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Investing Activities

The Company did not engage in any investing activities during the three months ended March 31, 2024 or 2023.

Financing Activities

Net cash flows provided by financing activities were $14,222 for the three months ended March 31, 2024, consisting of a $1,097 advance from our CEO and the issuance of 52,500 shares of Class A common stock for proceeds of $13,125.

Critical Accounting Policies and Estimates

Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. These estimates and assumptions are affected by management’s applications of accounting policies. Critical accounting policies for our company include revenue recognition and accounting for stock-based compensation, use of estimates, and income taxes. 

Use of Estimates

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

Recent Accounting Pronouncements and Adoption of New Accounting Principles

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

Off Balance Sheet Arrangements

None

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.

In connection with this quarterly report, as required by Rule 15d-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company’s management, including our company’s principal executive officer and principal financial officer. Based upon that evaluation, our company’s principal executive officer and principal financial officer concluded that as of March 31, 2024 our disclosure controls and procedures were not effective due to the existence of material weaknesses in our internal controls over financial reporting.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the quarter ended March 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

Currently we are not involved in any pending litigation or legal proceeding.

Item 1A. Risk Factors.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 2. Unregistered Sales of Securities and Use of Proceeds.

No shares of common stock were sold or otherwise issued by the Company during the three months ended March 31, 2024 or subsequently through the date of this filing.

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosure.

None

Item 5. Other Information.

None 

Item 6. Exhibits.

The following documents are filed as a part of this report or are incorporated by reference to previous filings, if so indicated:

Exhibit No.	Description
3.1	Articles of Incorporation as previously filed with the SEC on Form 10 on January 25, 2018
3.2	By-Laws Inc. as previously filed with the SEC on Form 10 on January 25, 2018
31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934
31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934*
32.1	Certification of Chief Executive Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
101.INS	Inline XBRL Instance Document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Included in Exhibit 31.1

** Included in Exhibit 32.1

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Internet Sciences Inc.
Date: May 14, 2024	By:	/s/ Lynda Chervil
		Lynda Chervil
		Director, Chief Executive Officer, President (Principal Executive Officer) and Treasurer
Date: May 14, 2024	By:	/s/ Karen Hernandez
		Karen Hernandez
		Chief Financial Officer

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