Amendment to Annual Report Form 10 K/A

insi_10ka.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Mark One)

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

For the fiscal year ended December 31, 2023

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 Ave, 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

Securities registered pursuant to section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

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 ☒ No

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 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	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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). ☐ Yes ☒ No

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, 2023, 3,652,750 Class A common shares and 18,800,000 Class B common shares are Issued and Outstanding.

EXPLANATORY NOTE

Internet Sciences Inc ( ISI ) or "the Company" is re-auditing in this Annual Report on Form 10-K, its consolidated prior year financial statements arising primarily from being notified on October 28, 2024 by the Securities Exchange Commission ( SEC) that the Public Company Accounting Oversight Board ("PCAOB") has revoked the registration of its previous auditor.

As this auditor had its registration revoked by the PCAOB, ISI may not include audit reports or consents from this auditor in its filings with the SEC on or after the date of the order. The SEC further advised that if an auditor who had its registration revoked by the PCAOB audited any portion of the financial statements that are required to include in filings ISI makes with the SEC on or after the order date, ISI should obtain a re-audit from a firm that is currently registered with the PCAOB.

On November 4, 2024, the Audit Committee of the Board of Directors of the Company and in consultation with management approved the appointment of Phyphar Inc, a PCAOB registered public accounting firm as the Company's new auditor to perform the re-audit of the fiscal year ending on 12/31/23 and review for the period ending on 9/30/24.

As a result, our prior 10-K report for the fiscal year ending on 12/31/23 filed with the SEC on April 15, 2024 should no longer be relied upon.

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PART I
Item 1.	Business.		3
Item 1A.	Risk Factors.		4
Item 1B.	Unresolved Staff Comments.		5
Item 2.	Properties.		5
Item 3.	Legal Proceedings.		5
Item 4.	(Removed and Reserved)		5
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.		6
Item 6.	Selected Financial Data		6
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations.		6
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.		10
Item 8.	Financial Statements and Supplementary Data.		10
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.		25
Item 9A.	Controls and Procedures.		25
Item 9B.	Other Information.		27
PART III
Item 10.	Directors, Executive Officers and Corporate Governance.		28
Item 11.	Executive Compensation.		29
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.		31
Item 13.	Certain Relationships and Related Transactions, and Director Independence.		31
Item 14.	Principal Accounting Fees and Services.		31
PART IV
Item 15.	Exhibits, Financial Statement Schedules.		32
SIGNATURES		33

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PART I

Item 1. Business.

Internet Sciences Inc. ("ISI" or the "Company"), formerly known as Luxury Trine Digital Media Group Inc., is an early stage emerging diversified information and communications technology company specializing in cutting-edge digital transformation services, including new-media technology; telecommunication and network carrier services; IoT-enabled solutions; and managed ICT, managed cloud services, data centers and co-location services.

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

ISI seeks to transform corporations, enterprises, and government entities by providing best-in-class solutions, rooted in and driven by the technology, data, and organizational strategy required for operational excellence. We plan to have interdisciplinary teams to 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 touch points.

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

How We Create Value for Clients

Our top priorities are to manage and deliver products and services of acquired companies while concurrently extending our current product and service offerings to meet clients' needs. Our core value proposition is designed to offer:

	·	Convenience - Our goal will be to provide a comprehensive offering of products and services to meet all of the information and communications technology needs of our clients. We will provide semi-annual proposals with a list of recommendations to be implemented within ISI's family of companies.
	·	Cost Effectiveness - Since ISI will use bundle pricing for its products and services, clients will benefit from our ability to provide lower prices in a bundle than purchasing individual stand-alone products or services.

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

Broadband Telecom and Voice Services

·	Gigabit WAN connectivity via wireless and wired leased lines.
·	Structured cabling design and installation
·	Digital Signage and IPTV solutions

Wired and Wireless Surveys

·	SME & enterprise network design
·	Network installation and build
·	Cloud hosting and virtualization
·	Systems integration
·	Software development
·	Consultancy

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Onsite Infrastructure Support

·	Network management
·	Service management
·	Onsite network support

Data Centers and Co-location Services

·	Hybrid co-locations
·	Hyperscale
·	Cloud solutions
·	Managed services
·	Connectivity

Our Market Opportunity

We see our market opportunities as follows:

Opportunities in building a high margin business model-open-source platform, software and hardware which offer substantial cost-savings on licenses, with better security and reliability than many leading closed-source platforms.

We intend to target acquisitions in digital telecommunication that are Tier 2 network providers, furthering opportunities with services delivered over guaranteed access networks, increasing security, quality, and speed:

·	By migrating future clients who might use legacy technology to more efficient technology, this migration will significantly increase rental margins.
·	By marketing internet hosted telephone platforms to satisfy demand in the global marketplace for telephone systems and services "in the cloud."
·	By integrating existing installations into multimedia contact center environment.
·	By capitalizing on general transposition of IT services not "in the cloud," requiring the faster, more robust
·	internet connectivity that some of the acquisition targets are primed to provide.
·	By integrating voice services with multimedia contact center applications.

Our Corporate Strategy

The Company's corporate strategy focuses on executing a two-tier growth strategy:

a. Growth by acquiring existing revenue producing companies with at least 10 years of operations in the technology spaces in which they operate, a critical mass of customers, ownership of key intellectual property assets and that provide critical services to business and government customers.

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

Item 1A. Risk Factors.

As a "smaller reporting company," as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.

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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.

Although our common stock is not listed on a public exchange, we to apply for quotation on the Over-the-Counter Bulletin Board (OTCBB) and OTC Markets to list and trade our stock, then up list to NASDQ Capital Markets with an IPO. In order to be quoted on the OTCBB and OTC Markets, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, who, speaking, must approve the first quotation of a security by a market maker on the OTCBB or OTC Markets, nor can there be any assurance that such an application for quotation will be approved.

Item 6. [Reserved].

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Management's Discussion and Analysis

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

Capital Resources and Liquidity

We need to seek capital from resources such as the sale of private placements in the Company's common stock or debt financing, which may not even be available to the Company. However, if such financing were available, because we are an early-stage company with no or limited operations to date, we would likely have to pay additional costs associated with such financing and in the case of high-risk loans be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such financing. If the company cannot raise additional proceeds via such financing, it may be required to cease business operations.

During the year ended December 31, 2023, our cashflows in and out were even as ending cash was at negative $10 and cash for the year ended December 31, 2022 was 0. As of the date of this Form 10-K, the current funds available to the Company will not be sufficient to fund the expenses related to maintaining a reporting status. We are in the process of seeking additional equity financing in the form of private placements and in raising funds from registered securities to fund our intended business operations.

Management believes that if subsequent private placements are successful or we are successful in raising funds from registered securities, we will generate sales revenue within twelve months thereof. However, additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.

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Results of Operations

At December 31, 2023, the Company was not engaged in continued business and has been primarily involved in early-stage activities. Due to a lack of funding, we have not implemented our Plan of Operations.

The Company has not yet implemented its business model. We must raise cash to implement our strategy and stay in business. In the event we do not raise any proceeds, the Company's existing cash will not be sufficient to fund the expenses related to maintaining a reporting status and to implement its planned business. We had $0 in revenue for the fiscal years ended December 31, 2023 and 2022.

Total operating expenses for the year ended December 31, 2023 were $536,588 as compared to total operating expenses for the year ended December 31, 2022 of $72,857, and a net loss for years ended December 31, 2023 and 2022 of $536,588 and $72,857, respectively. The net loss for the year ended December 31, 2023 is a result of General and Administrative expenses of $3,375, Professional Fees of $41,298, and Compensation of $491,915. Conversely, the net loss for the year ended December 31, 2022 resulted from General and Administrative expenses of $1,799, Professional Fees of $5,920, and Compensation of $65,138. The increase in expenses in 2023 as compared to 2022 is primarily due to an increase in Compensation Expenses.

Off-Balance sheet arrangements

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the company's financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the company is a party, under which the company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

Plan of Operations

On October 5, 2018, the Company changed its name to Internet Sciences Inc. ("ISI"). Internet Sciences Inc. ("ISI" or the "Company"), formerly known as Luxury Trine Digital Media Group Inc., is an early stage emerging diversified information and communications technology company specializing in cutting-edge digital transformation services, including new-media technology; telecommunication and network carrier services; IoT-enabled solutions; and managed ICT, managed cloud services, data centers and co-location services.

ASC 810-10-25-38, "Consolidation of Variable Interest Entities" requires a variable interest entity ("VIE") to be consolidated by a company if that company absorbs a majority of the VIE's expected losses and/or receives a majority of the entity's expected residual returns as a result of holding variable interests. Trine Digital Broadcasting is a VIE as defined by ASC 810-10-25-38. As ISI owns 49% of the VIE and the founder (CEO) majority shareholder (a related party) of ISI controls the remaining 51%, ISI has been determined to be the primary beneficiary of this VIE. The VIE was formed to expand the business of ISI into the United Kingdom. There are no formal explicit arrangements as of December 31, 2020, that requires ISI to provide financial support to the VIE, although financial support is.

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

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

Through its planned acquisitions in the United States and the United Kingdom, the Company expects to reach a broad base of existing clients across Continental Europe, principally in the United Kingdom, Belgium, the Netherlands, and Luxemburg. While ISI's primary activities in the United Kingdom will focus on delivering managed high performance WIFI networks, managed ITC solutions, , its US operations will sharply focus data centers and co-location services, internet exchange services and on organic growth by launching new business segments that design commercial intelligent software applications in Business Analytics and Business Intelligence , scalable cloud based platforms that deliver enterprise solutions as Platform-as -a -Service (PaaS) and infrastructure solutions as Infrastructure-as-a service (IaaS).

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

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

Luxury Trine TV

Luxury Trine TV is an OTT platform with TV software assets owned by Internet Sciences which distributed short form luxury lifestyle information and entertainment content to diverse consumer segments via smart TV platforms and set top boxes from June 2017 to July 2018. The company developed 6 proprietary TV applications for Apple TV, Amazon Fire TV, Roku TV, Samsung, LG and Android TV.

As of July 2018, the Company has ceased its broadcasting activities in the US, and it is preparing to relaunch its broadcasting activities in the UK via Trine Digital Broadcasting Ltd (the "VIE"). The Company has chosen to change its strategy by focusing on a UK audience through connected Free view which is a hybrid of terrestrial TV and OTT.

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

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

Connected Free view is IP streamed TV which appears on the main Freeview EPG - and Ofcom estimates now that three quarters of UK households have either a connected or smart TV in their homes.

(See link https://www.ofcom.org.uk/__data/assets/pdf_file/0011/222401/communications-market-report-2021.pdf)

Trine Digital Broadcasting LTD. (the "VIE")

Trine Digital Broadcasting Ltd is a UK based broadcasting company that will distribute both short form and long form television content via a hybrid of terrestrial TV and OTT enabling advertisers to reach critical mass audiences with diverse forms of access to television contents.

The VIE's objectives are twofold:

a. Develop Software as a Service ('SaaS") broadcast technology products to expand its commercial activities.

b. Bring addressable TV to the US once there is a market for HbbTV in the US. Presently there is no market for Hybrid broadcast broadband TV ("HbbTV") in the US and addressable TV is an opportunity gap that we intend to fill with HbbTV enabling technologies in the US market.

Based upon the growth of the UK media market, our initial focus for Trine Digital Broadcasting Ltd., will be in the UK where we intend to acquire existing UK based media companies to deploy our strategies which include strategic alliances with UK based companies to balance market penetration, market development, product development and diversification.

1 Over-the-top content (OTT) is the audio, video, and other media content delivered over the Internet without the involvement of a multiple-system operator (MSO) in the control or distribution of the content.

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According to a 2021 Price Waterhouse Global Entertainment & Media Outlook, the UK is forecasted to return to growth this year and continues to grow over the next four years driven by sectors liberated from Covid restrictions. By 2025, the UK is set to overtake Germany as the biggest E&M market in Western Europe by revenue. Digital advertising is forecast to continue to forge ahead, rising at a CAGR of almost 8% over the next four years, twice as fast as non-digital.

·	UK compound annual growth rate to outpace global over the forecast period
·	Total UK advertising spend to grow at 7% p.a. over the next 5 years as it recovers from the pandemic disruption
·	Total UK consumer spending on Entertainment & Media to grow at 5% p.a. over the next 5 years, driven by continued digital downloads, access and consumption
·	PwC forecasts growth will rebound 9% this year and over the forecast period at a compound annual growth rate (CAGR) of 5% outpacing the expected growth in E&M revenues at a global level.
·	By 2025, the UK's E&M sector is expected to be worth £88bn with only the US, China, and Japan worth more globally.
·	Latest forecasts support optimism about augmented reality (AR) and virtual reality (VR) growing to a value of more than $44.7 billion worldwide by 2024.
·	By 2025, the UK's E&M sector is expected to be worth £88bn with only the US, China, and Japan worth more globally.
·	The UK is a key driver for these sectors within Europe, which is forecast to hold a 25% share of the global market behind only the US and the Asia-Pacific region.

The implications of these studies suggest that we will benefit from current and future growth in new media by focusing, identifying, and investing in growing and emerging sectors as we recognize the innovative nature of British enterprises is critical as the technologies seek new use cases outside of the gaming industry.

Our Competition

Our competitive landscape is as diverse as the business segments in which we seek to operate. We face competition from some of the largest and best capitalized companies in the United States and throughout the world and include media conglomerate such as Google, Apple, British Telecom, Amazon to smaller technology consulting companies such as Critical Future. These and other niche companies have greater name recognition and financial resources, enabling them to finance acquisition and development opportunities or develop and support their own operations. They may also be in a position to pay higher prices than we would for the same acquisition opportunities. Consequently, we may encounter significant competition in our efforts to achieve our internal and external growth objectives. Many of our competitors have established methods of operation that have been proven over time to be successful.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

As a "smaller reporting company," as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.

Item 8. Financial Statements and Supplementary Data.

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PHYPHAR INC

Certified Public Accounting Firm

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 consolidated balance sheet of Internet Sciences Inc. (the Company) as of December 31, 2023, and the related statements of income, stockholders' equity, and cash flows for the single year ended December 31, 2023, 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, 2023, and the results of its operations and its cash flows for the single year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

The prior period for the year, ended December 31, 2022 was audited by the predecessor auditor, and remains unchanged with an unqualified opinion as issued by the respective auditor, as per the audited reported dated April 17, 2023.

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.

29 Walter Hammond Pl, Waldwick NJ 07463

tel: 201.444.4648 | fax: 201.447.2922 | www.phyphar.com

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PHYPHAR INC

Certified Public Accounting Firm

Impairment of Intangible Assets & Intellectual Property

As indicated in Note 2, Intangible Assets and Intellectual Property follow guidelines of evaluation under ASC 360. The ASC involves the use of estimates concerning the useful life & valuation of the intangible asset, and the value of the asset to the entity. The industry of the entity is fast changing with limits on useful life of technology. This creates a unique environment of on-going change and perplexity. The value presented is through the value exchanged for the issuance of stock for purchase of the intellectual property.

The principal considerations for our determination that performing procedures relating to the valuation of the intangible asset is a critical audit matter are (i) there was a high degree of auditor judgment and subjectivity in applying procedures relating to the fair value measurement of the acquired intangible asset due to the significant amount of judgment by management when developing the estimate for useful life; (ii) significant audit effort was necessary to perform procedures and evaluate audit evidence related to the useful life of the asset.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management's impairment assessment, including controls over the valuation of the Company's reporting units and controls over development of the significant assumptions including the revenue growth rates and discount rate. These procedures also included, among others, testing management's process for developing the fair value estimate; evaluating the appropriateness of the valuation models used in management's estimate; testing the completeness, accuracy, and relevance of underlying data used in the models; and evaluating the reasonableness of significant assumptions used by management, including the revenue growth rates and discount rate. Evaluating management's assumptions related to the revenue growth rates involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting unit, (ii) the consistency with external market and industry data, and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. The discount rate was evaluated by considering the cost of capital of comparable businesses and other industry factors.

/s/ Phyphar Inc

We have served as the Company's auditor since 2024.

Waldwick, NJ

November 13, 2024

PCAOB ID 6162

29 Walter Hammond Pl, Waldwick NJ 07463

tel: 201.444.4648 | fax: 201.447.2922 | www.phyphar.com

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Internet Sciences Inc.

Consolidated Balance Sheets

		December 31,			December 31,
		2023			2022
ASSETS
Current Assets
Cash			(10	)			-
Receivables
Total Current Assets		$	(10	)		$	-
Intellectual Property - Software			24,000				-
		$	24,000			$	-
TOTAL ASSETS		$	23,990			$	-
LIABILITIES AND EQUITY
Liabilities
Accounts Payable and Accrued Liabilities			93,556				66,920
Due to Related Party			1,992				115,908
Total Current Liabilities		$	95,549			$	182,828
Total Liabilities		$	95,549			$	182,828
STOCKHOLDER'S DEFICIT
Common Stock, 0.001 par value 100,000,000 authorized
Common Stock Class A, 81,200,000 shares designated, 3,652,750 and 1,675,550 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively			3,653				1,676
Common Stock Class B, 18,800,000 shares designated, 18,800,000 shares issued and outstanding			18,800				18,800
Additional Paid in Capital			884,041				238,160
Accumulated Deficit			(978,052	)			(441,464	)
Total Equity		$	(71,558	)		$	(182,828	)
TOTAL Liabilities and Stockholders' Deficit		$	23,990			$	-

The accompanying notes are an integral part of these consolidated financial statements.

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Internet Sciences Inc.

Consolidated Statement of Income

		Year Ended
		December 31,
		2023			2022
Revenue			0				0
Operating Expenses
General and Administrative			3,375				1,799
Professional Fees			41,298				5,920
Compensation			491,915				65,138
Total Operating Expenses			536,588				72,857
Operating Loss			(536,588	)			(72,857)
Net Loss before Taxes			(536,588	)			(72,857	)
Income tax provision			0				0
Net Loss before Taxes			(536,588	)			(72,857	)
Net loss attributable to non-controlling interest			0				0
Net Loss attributable to Internet Sciences, Inc.			(536,588	)			(72,857	)
Net loss per share, basic and diluted			(0.03	)			0.00
Basic and Diluted Weighted Average Common Shares Outstanding			20,869,875				20,312,235

The accompanying notes are an integral part of these consolidated financial statements.

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Internet Sciences Inc.

Consolidated Statement of Changes in Stockholders' Deficit

For the Years Ended December 31, 2023 and 2022

		Common Stock			Common Stock			Additional					Total
		Class A			Class B			Paid-In			Accumulated			Stockholders'
		Shares			Amount			Shares			Amount			Capital			Deficit			Deficit
															-							-
Balance - December 31, 2021			1,403,000				1,403				18,800,000				18,800				170,295				(368,607	)			(178,109	)
																			-								-
Issuance of common shares for services			51,550				52												12,836								12,888
Issuance of common shares for services officers and Directors			209,000				209												52,041								52,250
Issuance of common shares for cash at $0.25 per share			12,000				12												2,988								3,000
Net Loss																			-				(72,857	)			(72,857	)
Balance - December 31, 2022			1,675,550				1,676				18,800,000				18,800				238,160				(441,464	)			(182,828	)
																			-								-
Issuance of common shares for services officers and directors			1,825,000				1,825				-				-				470,590				-				472,415
Issuance of common shares for Intellectual property			12,000				12				-				-				23,988				-				24,000
Issuance of common shares for Related Party Debt			116,000				116				-				-				120,777				-				120,893
Issuance of common shares for cash at $1.26 per share			24,200				24				-				-				30,526				-				30,550
Net Loss																							(536,588	)			(536,588	)
Balance - December 31, 2023			3,652,750				3,653				18,800,000				18,800				884,041				(978,052	)			(71,558	)

The accompanying notes are an integral part of these consolidated financial statements.

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Internet Sciences Inc.

Consolidated Statements of Cash Flows

		Year Ended
		December 31,
		2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss			(547,673	)			(72,857	)
Adjustments to reconcile Net Income to Net Cash:
Stock Based Compensation			483,500				65,138
Changes in Assets and Liabilities
Accounts payable and accrued liabilities			(572,771	)			(7,723	)
Net cash used in operating activities			(636,945	)			(15,442	)
CASH FLOWS FROM INVESTING ACTIVIES
Cash used to acquire IP asset			(24,000	)			-
Net cash used in investing activities			(24,000	)			-
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from related party			1,992				8,437
Stock Based Repayment of Related Company Debt			120,893				3,000
Stock Based Compensation			483,500
Other Issues of Common Stock			54,550
Net cash provided by financing activities			660,935				11,437
Net change in cash for the period			(10	)			(4,005	)
Cash at the beginning of the period			-				4,005
Cash at the end of the period			(10	)			-
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for income taxes			-				-
Cash paid for interest			-				-
Non-Cash Investing and Financing Activity
Issuance of common shares for repayment of related party accruals			120,893				16,000

The accompanying notes are an integral part of these consolidated financial statements.

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Internet Sciences Inc.

Notes to Consolidated Financial Statements

December 31, 2022 and 2023

NOTE 1 - ORGANIZATION AND OPERATIONS

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

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

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

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and with the rules and regulations of the U.S. Securities and Exchange Commission ("SEC").

Principles of Consolidation

The consolidated financial statements include the following subsidiaries:

				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	%

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, 2023 or 2022 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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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, 2023. The Company has not provided funding to TDB to date; therefore, there have been no operations.

Use of Estimates

The preparation of consolidated financial statements in conformity with 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 consolidated 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

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, 2023 and 2022, 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

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

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

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.

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The company did not have any Financial Instruments at or as of December 31, 2023 or December 31, 2022, 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 years ended December 31, 2023 and 2022.

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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:

	·	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, 2023, and December 31, 2022, 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, 2023 and 2022, 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.

Earnings (Loss) per Share

The Company computes earnings per share ("EPS") in accordance with ASC 260, "Earnings per Share." Basic EPS is measured as the income or loss available to common shareholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options, and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. The Company's diluted loss per share is the same as the basic loss per share for the years ended December 31, 2023 and 2022, as the Company did not have potentially dilutive instruments outstanding.

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

		Year Ended
		December 31,
		2023			2022
Net loss per share, basic and diluted			(0.03	)			(0.00	)
Net loss per common shares outstanding:
Common stock - Class A			(0.26	)			(0.05	)
Common stock - Class B			(0.03	)			(0.00	)
Total of Class A and Class B			(0.03	)			(0.00	)
Weighted average shares outstanding:
Class A common stock			2,069,875				1,512,235
Class B common stock			18,800,000				18,800,000
Total weighted average shares outstanding			20,869,875				20,312,235

Company did not have potentially dilutive instruments outstanding.

For years ended December 31, 2023 and 2022, there were no potentially dilutive securities 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.

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, 2023, the Company had an accumulated deficit of $978,052. Cash Flow indicates negative cash provided by operations. For the year ended December 31, 2023, the Company had a net loss of $536,588, with the issuance of equity to cover compensation, and financing activities. The Company indicates working capital deficiencies for the year ended December 31, 2023 to be $95,558. 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 to raise funds through its planned Initial Public Offering and through a pre-listing private market raise. There is currently no public market for the company's 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.

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NOTE 4- RELATED PARTY TRANSACTIONS

During the years ended December 31, 2023 and 2022, the Company's CEO advanced $122,885 and $115,908, respectively, in non-interest-bearing demand loans to the Company, and was repaid $120,893 and $0, respectively. As of December 31, 2023 and 2022, there were $1,992 and $115,908, respectively, due to the Company's CEO.

During the years ended December 31, 2023 and 2022, the Company issued 1,825,000 and 209,000 shares, respectively, of Class A common stock to its officers and directors for services rendered to the Company. The shares were valued at fair market value of $0.26 (2023) and $0.25 (2022) per share, for total compensation of $472,415 and $52,250 during the years ended December 31, 2023 and 2022, respectively.

As of December 31, 2022, the company's CEO had advanced $120,893 in non-interest bearing demand loans to the company. In 2023, the company issued 116,000 worth of Class A common stock to the Company's CEO in repayment of the advances made to the company in 2022. Those shares were valued at $1.04 per share for a total repayment amount of $120,893.

NOTE 5- INCOME TAXES

For the years ended December 31, 2023 and 2022, 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,
		2023			2022
Tax jurisdiction from:
- Local		$	(536,588	)		$	(72,857	)
- Foreign			-				-
Loss before income taxes		$	(536,588	)		$	(72,857	)

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, 2023 and December 31, 2022.

As of December 31, 2023, the operations in the United States of America had incurred $978,052 of cumulative net operating losses ("NOL") which can be carried forward to offset future taxable income. The net operating loss carryforwards begin to 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 of $189,851 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, 2023 and 2022, the operating activity of subsidiary was $0.

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NOTE 6 -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.

Common Stock- class A

During the years ended December 31, 2023 and 2022, the Company issued 1,825,000 and 209,000 shares, respectively, of Class A common stock to its officers and directors for services rendered to the Company. The shares were valued at fair market value of $0.26 (2023) and $0.25 (2022) per share, for total compensation of $472,415 and $52,250 during the years ended December 31, 2023 and 2022, respectively.

During the years ended December 31, 2023 and 2022, the Company issued 0 (zero) and 51,550 shares of Class A common stock to third parties for services rendered to the Company. The shares issued in 2022 were valued at fair market value of $0.25 per share for total compensation expense of$12,888.

During the years ended December 31, 2023 and 2022, the Company issued 24,200 and 12,000 shares of Class A common stock for cash. The shares were valued at fair market value of $1.26 (2023) and $0.025 (2022) per share for total proceeds of $30,550 and $3,000 during the years ended December 31, 2023 and 2022, respectively.

During the year December 31, 2023, the company issued 12,000 shares of Class A common stock to third parties for the acquisition of an IP Asset. The shares were valued at $2.00 per share for a total acquisition amount of $24,000.

As of December 31, 2022, the company's CEO had advanced $120,893 in non-interest bearing demand loans to the company. In 2023, the company issued 116,000 worth of Class A common stock to the Company's CEO in repayment of the advances made to the company in 2022. Those shares were valued at $1.04 per share for a total repayment amount of $120,893.

As of December 31, 2023 and 2022, the Company had 3,652,750 and 1,675,550 shares of common stock-class A issued and outstanding, respectively.

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Common Stock- class B

As of December 31, 2023 and 2022, the Company had 18,800,000 shares of common stock-class B issued and outstanding. There were no issuances of class B during 2023 or 2022.

NOTE 7 - SUBSEQUENT EVENTS

The Company has evaluated events occurring from December 31, 2023, through the date these financial statements were issued and noted the following item(s) require disclosure:

During September 2024, the Company retired Class B shares with a 1 to 1 quantity conversion for shares with no loss of value to the shareholders upon conversion. The letter to the transfer agent occurred October 1, 2024 indicating the request for conversion of 18,800,000 Class B shares to Class A shares at a cost basis of $0.02 as per the board resolution.

During the Year 2024, the Company made one sale, resulting in a concentration risk of customer base. The company up until September 30th, 2024 is still subject to the Going Concern Considerations, with no change to the disclosures in Note 3.

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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

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

In connection with this annual report, as required by Rule 13a -15d and 15d-15e under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company's management, including our company's principal executive officer and principal financial officer. Based upon that evaluation, our company's principal executive officer and principal financial officer concluded that as of December 31, 2021 our disclosure controls and procedures were not effective due to the existence of material weaknesses in our internal controls over financial reporting.

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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, 2023, management determined material weaknesses occurred over our internal control over financial reporting as discussed below.

The matters involving internal controls and procedures that the Company's management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. Due to these material weaknesses management concluded that our internal control over financial reporting was not effective as of December 31, 2023.

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Material Weakness Discussion and Remediation

Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an effect on the Company's previous reported financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures can result in the Company's determination to its financial statements for the future periods.

We are committed to improving our financial organization. As part of this commitment, we will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to the Company: i) Appointing one or more outside directors to our board of directors who shall be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and ii) Preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on the Company's Board. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support the Company if personnel turn over issues within the department occur. This coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues the company may encounter in the future.

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. Management's report was not subject to attestation by the company's registered public accounting firm pursuant to 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

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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 no nominating or compensation committees. The Company's current Audit Committee consists of our officers and directors.

The name, address, age and position of our present officers and directors is set forth below:

Name	Age	Position(s)
Lynda Chervil	52	Chief Executive Officer, President, Director

¹ The person named above held this office from May 20, 2016, and is expected to hold his offices/positions at least until the next annual meeting of our stockholders.

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Lynda Chervil - Chairman/President/CEO/Treasurer

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

Significant Employees

The Company does not, at present, have any employees other than the current officers. We have not entered into any employment agreements, as we currently do not have any employees other than the current officers.

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, 2023 and 2022, the Company issued 136,000 and 206,000 shares of common stock -class A for services rendered by Executives and Directors at fair market value of $0.36 (2023) and $0.25 (2022), for total compensation of $48,500 and $52,250, respectively.

Ms. Chervil's address is 626 Madison Avenue 5^th Floor, New York, New York 10065.

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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, 2023 and 2022.

		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		2023			-				-				-				-
President, Chief Executive Officer, and Chairman of Board of Directors		2022			-				-				-				-
Matt Liotine		2023			-				-				-				-
Chief Technology Officer		2022			-				-				-				-
Dennis Irby		2023			-				-				-				-
Chief Financial Officer		2022			-				-				-				-

There were no grants of stock options since inception to the date of this Form 10-K.

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.

The Board of Directors of the Company has not adopted a stock option plan. 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 the board or a committee appointed by the board (the "Committee"). The 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, but may do so in the future. The terms of any such plan have not been determined.

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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, 2023 and 2022.:

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		2023			-			206,500-							-				-				-				206,500
		2022							52,500																			52,500
Mark Deutsch		2023			-			1,875-							-				-				-				1,875
		2022			-				5,000				-				-				-				-				5,000
Michael Kahn		2023			-			1,875-								-				-				-				1,875
		2022			-				0				-				-				-				-				0
Mark Maybury		2023			-				2,500								-				-				-				2,500
		2022			-				3,125				-				-				-				-				3,125
Lisa Johnson Pratt		2023			-			1,875-								-				-				-				1,875
		2022			-				1,500				-				-				-				-				1,500
Kenneth Sanders		2023			-				1,875				-				-				-				-				1,875
		2022							0																				0

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 1,963,750 shares of Class A common stock and 18,800,000 Class B common stock issued and outstanding as of December 31, 2023.

		Name and		Nature of
		Address		Amount and
		Beneficial		Beneficial			Percent of
Title of Class		Owner2		Owner			Class
Class A Common Stock		Lynda Chervil1			1,786,000				51.7	%
Class B Common Stock		Lynda Chervil			12,908,700				68.7	%
Class A Common Stock		All Officers & Directors			1,918,000				52.9	%
Class B Common Stock		All Officers & Directors			18,800,000				100	%

[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, 2023 and 2022, the Company issued 1,825,000 and 260,550 shares, respectively, of Class A common stock to its officers and directors for services rendered to the Company. The shares were valued at fair market value of $0.25 (2023) and $0.25 (2022) per share, for total compensation of $472,415 and $65,138 during the years ended December 31, 2023 and 2022, respectively.

As of December 31, 2022, the company's CEO had advanced $120,893 in non-interest bearing demand loans to the company. In 2023, the company issued 116,000 worth of Class A common stock to the Company's CEO in repayment of the advances made to the company in 2022. Those shares were valued at $1.04 per share for a total repayment amount of $120,893.

Item 14. Principal Accounting Fees and Services.

During the fiscal years ended December 31 2023, and 2022, we incurred $4,800 and $9,550, respectively, in fees to our principal independent accountants for professional services rendered in connection with the audit of our annual financial statements and interim reviews.

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PART IV

Item 15. Exhibits, Financial Statement Schedules.

The following exhibits are incorporated into this Form 10-K Annual Report:

Exhibit No.		Description
3.1		Certificate of Amendment [1]
3.2		By-Laws of Internet Sciences Inc. [2]
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**

[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

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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: November 14, 2024	By:	/s/ Lynda Chervil
		Lynda Chervil
		Executive Chairman
Date: November 14, 2024	By:	/s/ Karen Hernandez, CPA
		Karen Hernandez
		Chief Financial Officer

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