NOTE
2 - GOING CONCERN AND MANAGEMENT’S PLANS
The
unaudited interim condensed financial statements contained in this quarterly report have been prepared assuming that the Company
will continue as a going concern. The Company recorded a net loss of $40,893 for the nine months ended December 31, 2018 and has an accumulated
deficit of $186,346 and a working capital deficit of $113,198 as of December 31, 2018. Presently, the Company does not have sufficient
cash resources to meet its plans through the balance of its fiscal year ended March 31, 2019. These factors raise substantial doubt
about the Company’s ability to continue as a going concern.
Since
inception, the Company has financed its activities from loans and the sale of equity securities. The Company intends on financing
its future development activities and its working capital needs from loans and/or the sale of additional equity securities until
such time that funds provided by operations are sufficient to fund working capital requirements. There are no assurances that
the Company will be able to achieve further sales of its common stock or any other form of additional financing. The unaudited
interim condensed financial statements contained in this quarterly report do not include any adjustments that may be necessary
should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent
upon its ability to obtain additional financing or merge with an operating company that is a going concern as may be required
and to ultimately attain profitability.
NOTE
3 - RELATED PARTY TRANSACTIONS
Effective
June 15, 2015, Neil Reithinger was appointed as President, Treasurer, Secretary and a director. .Mr. Reithinger is the Founder
and President of Eventus Advisory Group, LLC, a private, CFO-services firm, and Eventus Consulting, P.C., a registered CPA firm
(collectively “Eventus”). Commencing on June 15, 2015, Eventus was engaged to provide accounting and advisory services
to the Company in connection with audit coordination, financial statement preparation and SEC filings. . During the nine
months ended December 31, 2018 and 2017, the Company incurred fees of $5,498 and $ 9,658 due to Eventus, respectively. The outstanding
related party liabilities in the balance sheet as of December 31, 2018 and March 31, 2018 were $3,168 and $3,530, respectively.
The office space used by the Company was provided by Eventus at no charge.
On May 16, 2018, as part
of entering into certain June 2018 promissory notes with five related party investors (See Note 4), Mr. Reithinger resigned as
the Company’s Secretary. As of such date, he remained as the Company’s President, Treasurer and as a director. On that
same date, the Company appointed Eyal Ben Ami to the Board of Directors and Oded Gilboa as Secretary. Each of these individuals
was identified by the note holders. Mr. Ben Ami and Mr. Reithinger are now the Company’s only two directors. Mr. Gilboa also
was granted signature rights to the Company’s bank accounts. These note holders are considered to be related parties due
to their influence.
On November 2, 2018, Oded
Gilboa was appointed CFO and on January 8, 2019, Mr. Ben Ami was appointed President and sole director. The office space used by
the Company is provided to the company by Mr. Ben Ami at no charge.
On June 6, 2018, the Company
entered into promissory notes with five investors, Amir Uziel, Lavi Krasney, L.I.A. Pure Capital Ltd., Nir Reinhold and Yaad Consulting
& Management Services (1995) Ltd, for $15,000 each, totaling $75,000. The notes accrue interest at a rate of 8% per annum and
are each due on June 1, 2019 (original maturity date of December 5, 2018 was extended on November 15, 2018). These note holders
are considered to be related parties due to their influence.
On November 2, 2018,
the Company entered into promissory notes with five investors, Amir Uziel, Lavi Krasney, L.I.A. Pure Capital Ltd., Nir Reinhold
and Attibute Ltd, for $10,000 each, totaling $50,000. The notes accrue interest at a rate of 8% per annum and are each due on
May 1, 2019. These note holders are considered to be related parties due to their influence.
NOTE
4 - NOTES PAYABLE
Notes
payable consisted of the following as of:
|
|
December 31, 2018
|
|
March 31, 2018
|
|
|
|
|
|
Note payable, 12% interest per annum, due on August 8, 2016. Note is in default and unsecured.
|
|
$
|
—
|
|
|
$
|
10,000
|
|
Note payable, 12% interest per annum, due on August 27, 2016. Note is in default and unsecured.
|
|
|
—
|
|
|
|
10,000
|
|
Note payable, 8% interest per annum, due on May 18, 2018. Note is unsecured
|
|
|
—
|
|
|
|
10,000
|
|
Note payable, 8% interest per annum, due on June 30, 2018. Note is unsecured.
|
|
|
—
|
|
|
|
11,000
|
|
Note payable, 12% interest per annum, due on July 10, 2018. Note is unsecured.
|
|
|
—
|
|
|
|
10,000
|
|
Note payable to related party, 8% interest per annum, due on June 1, 2019
|
|
|
15,000
|
|
|
|
|
|
Note payable to related party, 8% interest per annum, due on June 1, 2019
|
|
|
15,000
|
|
|
|
|
|
Note payable to related party, 8% interest per annum, due on June 1, 2019
|
|
|
15,000
|
|
|
|
|
|
Note payable to related party, 8% interest per annum, due on June 1, 2019
|
|
|
15,000
|
|
|
|
|
|
Note payable to related party, 8% interest per annum, due on June 1, 2019
|
|
|
15,000
|
|
|
|
|
|
Note payable to related party, 8% interest per annum, due on May 1, 2019
|
|
|
10.000
|
|
|
|
|
|
Note payable to related party, 8% interest per annum, due on May 1, 2019
|
|
|
10,000
|
|
|
|
|
|
Note payable to related party, 8% interest per annum, due on May 1, 2019
|
|
|
10,000
|
|
|
|
|
|
Note payable to related party, 8% interest per annum, due on May 1, 2019
|
|
|
10,000
|
|
|
|
|
|
Note payable to related party, 8% interest per annum, due on May 1, 2019
|
|
|
10,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
125,000
|
|
|
$
|
51,000
|
|
On
May 15, 2018, the Company entered into a first amendment to the convertible promissory note agreement with Trius Holdings Limited.
This agreement will become due and payable in whole on or before May 17, 2019.
On June 6, 2018, the Company
entered into promissory notes with five investors, Amir Uziel, Lavi Krasney, L.I.A. Pure Capital Ltd., Nir Reinhold and Yaad Consulting
& Management Services (1995) Ltd, for $15,000 each, totaling $75,000. The notes accrue interest at a rate of 8% per annum and
are each due on June 1, 2019 (original maturity date of December 5, 2018 was extended on November 15, 2018). These note holders
are considered to be related parties due to their influence.
On November 2, 2018,
the Company entered into promissory notes with five investors, Amir Uziel, Lavi Krasney, L.I.A. Pure Capital Ltd., Nir Reinhold
and Attibute Ltd, for $10,000 each, totaling $50,000. The notes accrue interest at a rate of 8% per annum and are each due on
May 1, 2019. These note holders are considered to be related parties due to their influence.
These
note holders are considered to be related parties due to their influence.
On
June 26, 2018, the Company paid off one of the existing defaulted notes for $10,000, including accrued interest of $3,321. Additionally,
on August 24, 2018, the Company paid off four of the existing notes for $41,000, including accrued interest of $5,655.
NOTE
5 - SUBSEQUENT EVENTS
On
January 8, 2019 Mr. Ben Ami was appointed as President and sole director.
On January 20, 2019, the
Company entered into an additional promissory note agreement with related party Lavi Krasney for $10,000. The note accrues interest
at a rate of 8% per annum and are is due on May 1, 2019.
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking
Statements
This
Management’s Discussion and Analysis of Financial Condition and Results of Operations includes a number of forward-looking
statements that reflect management’s current views with respect to future events and financial performance. Forward-looking
statements are projections in respect of future events or our future financial performance. In some cases, you can identify forward-looking
statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,”
“believes,” “estimates,” “predicts,” “potential” or “continue” or
the negative of these terms or other comparable terminology. Those statements include statements regarding the intent, belief
or current expectations of us and members of our management team as well as the assumptions on which such statements are based.
Such forward-looking statements are not guarantees of future performance and involve risk and uncertainties, and that actual results
may differ materially from those contemplated by such forward-looking statements.
Management
has included projections and estimates in the unaudited interim condensed financial statements contained in this quarterly report,
which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions
and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available.
We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We
disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date
of such statements or to reflect the occurrence of anticipated or unanticipated events.
As
used in this Quarterly Report on Form 10-Q and unless otherwise indicated, all references to the “Company,” “Intellisense
Solutions,” “Intellisense,” “we,” “us” or “our” are to Intellisense Solutions
Inc.
Corporate
Overview
We
were incorporated under the laws of the State of Nevada on March 22, 2013. We were initially engaged in the business of developing
web portals to allow companies and individuals to engage in the purchase and sales of vegetarian food products over the Internet.
However, we never achieved commercial sales or developed any significant operations. We currently are pursuing acquiring or merging
with an entity with significant operations in order to create a viable business model and value for our shareholders.
Effective
June 15, 2015, Neil Reithinger was appointed as President, Treasurer, Secretary and a director. Mr. Reithinger is now the Company’s
director and officer. Mr. Reithinger is the Founder and President of Eventus Advisory Group, LLC, a private, CFO-services firm,
and Eventus Consulting, P.C., a registered CPA firm (collectively “Eventus”).
On May 16, 2018, as part
of entering into certain promissory notes with five related party investors, Mr. Reithinger resigned as the Company’s Secretary.
As of such date, he remained as the Company’s President, Treasurer and as a director.
On that same date, the
Company appointed Eyal Ben Ami to the Board of Directors and Oded Gilboa as Secretary. Each of these individuals was identified
by the note holders.
On November 2, 2018 Oded
Gilboa was appointed CFO and on January 8, 2019 Mr. Ben Ami was appointed President and sole director. Thus, as of date of filing
Mr. Reithinger is not a related party and has no position in the company.
These
note holders are considered to be related parties due to their influence.
Our
articles of incorporation, as amended, authorize us to issue up to 75,000,000 shares of common stock, par value $.001 per share.
There are 2,529,680 shares of our common stock outstanding as of the date of this filing. There were no new equity transactions
during the nine months ended December 31, 2018.
Our
financial statements from inception (March 22, 2013) through the period ended December 31, 2018 report no revenues and an accumulated
deficit of $186,346. Our independent accountant issued an audit opinion for our Company for the fiscal year ended March 31, 2018
which includes a statement expressing substantial doubt as to our ability to continue as a going concern.
Our
principal offices are located at 20 Raoul Wallenberg St. Tel Aviv, Israel
Results
of Operations
Revenue
We
did not earn any revenues in the three or nine months ended December 31, 2018 and 2017.
Expenses
Our operating expenses
during the three and nine months ended December 31, 2018 were $13,964 and $35,567, respectively as compared to the three and nine
months ended December 31, 2017 in which we had operating expenses of $3,129 and $15,226, respectively. The increase was mainly
due to quarterly consulting fees for the Board of Director as well as legal fees paid during the nine months ended December 31,
2018.
Liquidity
and Capital Resources
As
of December 31, 2018, we had a cash balance of $34,342. During the nine months ended December 31, 2018, we borrowed $125,000 under
ten promissory notes from an unaffiliated lender to fund ongoing operational expenses. The notes accrue interest at a rate of
8% per annum and are due on May 1, 2019 and June 1, 2019. Despite these borrowings, we do not have sufficient cash resources to
meet our plans in the twelve months following December 31, 2018. We will need to raise capital to fund our ongoing operational
expenses. Such capital will likely come from loans and/or the sale of additional equity securities. We do not have any financing
arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding. In the absence of
such financing, our business will likely fail. There are no assurances that we will be able to achieve further sales of our common
stock or any other form of additional financing.
Going
Concern
Our
unaudited interim condensed financial statements contained in this quarterly report have been prepared assuming that we will continue
as a going concern. We recorded a net loss of $40,893 for the nine months ended December 31, 2018 and we have an accumulated deficit
of $186,346 and a working capital deficit of $113,198 as of December 31, 2018. Presently, we do not have sufficient cash resources
to meet our plans through the balance of fiscal year ended March 31, 2019. These factors raise substantial doubt about our ability
to continue as a going concern. Since inception, we have financed our activities from loans and the sale of equity securities.
We intend on financing our future development activities and our working capital needs from loans and/or the sale of additional
equity securities until such time that funds provided by operations are sufficient to fund working capital requirements. There
are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing.
The unaudited interim condensed financial statements contained in this quarterly report do not include any adjustments that may
be necessary should we be unable to continue as a going concern. Our continuation as a going concern is dependent upon its ability
to obtain additional financing or merge with an operating company that is a going concern as may be required and to ultimately
attain profitability.
Off-Balance
Sheet Arrangements
We
have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital
resources that is material to stockholders.
Recent
Accounting Pronouncements
We
do not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect
on our unaudited interim condensed financial statements.
Item
4. Controls and Procedures
Evaluation
of Disclosure Controls and Procedures.
Under the supervision and with the participation
of our management, including our principal executive officer and principal financial officer, as of December 31, 2018, we conducted
an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated
under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our principal executive officer and principal
financial officer have concluded that, based on the material weaknesses discussed below, our disclosure controls and procedures
were not effective as of such date to ensure that information required to be disclosed by us in reports filed or submitted under
the Securities Exchange Act were recorded, processed, summarized, and reported within the time periods specified in the Securities
and Exchange Act Commission's rules and forms and that our disclosure controls are not effectively designed to ensure that information
required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is accumulated and communicated
to management, including our principal executive officer and principal financial officer, or persons performing similar functions,
as appropriate to allow timely decisions regarding required disclosure.
Our internal controls are not effective for
the following reasons:
(i) there is an inadequate segregation of duties
consistent with control objectives as management is comprised of only two persons, one of which is the Company's principal executive
officer and principal financial officer and, (ii) the Company does not have a formal audit committee with a financial expert, and
thus the Company lacks the board oversight role within the financial reporting process.
We would need to hire additional staff to provide
greater segregation of duties. Currently, it is not feasible to hire additional staff to obtain optimal segregation of duties due
to limited resources
Going forward, we intend
to evaluate our processes and procedures and, where practicable and resources permit, implement changes in order to have more effective
controls over financial reporting.
Management
believes the weaknesses identified above have not had any material effect on our financial statements. However, we are currently
reviewing our disclosure controls and procedures related to these material weaknesses and expect to implement changes as soon
as practicable, including identifying specific areas within our governance, accounting and financial reporting processes to add
adequate resources to remediate these material weaknesses.
Changes
in Internal Control Over Financial Reporting
There
were no changes in our internal control over financial reporting during the nine months ended December 31, 2018 that have materially
affected or are reasonably likely to materially affect our internal control over financial reporting.