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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the Quarterly Period Ended September 30, 2017

 

or

 

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the Transition Period from _________ to _________

 

Commission file number: 333-188920

 

INTELLISENSE SOLUTIONS INC.

(Exact name of registrant as specified in its charter)

Nevada

47-4257143

(State or other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification No.)

 

14201 N. Hayden Road, Suite A-1

Scottsdale, AZ

85260

(Address of Principal Executive Offices)

(Zip Code)

 

(480) 659-6404

(Registrant’s telephone number, including area code)

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

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 x No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes o No x

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

o

Accelerated filer

o

Non-accelerated filer

o (Do not check if a smaller reporting company)

Smaller reporting company

x

 

Emerging Growth Company

o

 

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 7(a)(2)(B) of the Securities Act: o

 

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

 

As of November 13, 2017, there were 2,529,680 shares of the registrant’s common stock outstanding.

 

 
 
 

INTELLISENSE SOLUTIONS INC.

FORM 10-Q

FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2017

 

TABLE OF CONTENTS

 

 

Page

 

 

 

 

PART I. FINANCIAL INFORMATION

 

3

 

 

 

 

ITEM 1

Financial Statements

 

3

 

 

 

 

Condensed Balance Sheets as of September 30, 2017 (unaudited) and March 31, 2017

 

3

 

 

 

 

Condensed Statements of Operations for the Three and Six Months Ended September 30, 2017 and 2016 (unaudited)

 

4

 

 

 

 

Condensed Statements of Cash Flows for the Three and Six Months Ended September 30, 2017 and 2016 (unaudited)

 

5

 

 

 

 

Notes to Condensed Financial Statements (unaudited)

 

6

 

 

 

 

ITEM 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

8

 

 

 

 

ITEM 3.

Quantitative and Qualitative Disclosures about Market Risk

 

11

 

 

 

 

ITEM 4.

Controls and Procedures

 

11

 

 

 

 

PART II. OTHER INFORMATION

 

13

 

 

 

 

ITEM 1.

Legal Proceedings

 

13

 

 

 

 

ITEM 1A.

Risk Factors

 

13

 

 

 

 

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

13

 

 

 

 

ITEM 3.

Defaults Upon Senior Securities

 

13

 

 

 

 

ITEM 4.

Mine Safety Disclosures

 

13

 

 

 

 

ITEM 5.

Other Information

 

13

 

 

 

 

ITEM 6.

Exhibits

 

14

 

 

 

 

SIGNATURES

 

15

 

 

 

2

 
Table of Contents

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

INTELLISENSE SOLUTIONS INC.

CONDENSED BALANCE SHEETS

 

 

 

September 30,

2017

 

 

March 31,

2017

 

 

 

(Unaudited)

 

 

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$ 6,559

 

 

$ 2,660

 

Total assets

 

$ 6,559

 

 

$ 2,660

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$ 21,620

 

 

$ 23,274

 

Accounts payable to related party

 

 

2,371

 

 

 

3,066

 

Notes payable

 

 

41,000

 

 

 

20,000

 

Due to related party

 

 

-

 

 

 

650

 

Total current liabilities

 

 

64,991

 

 

 

46,990

 

 

 

 

 

 

 

 

 

 

Stockholders’ deficit:

 

 

 

 

 

 

 

 

Common stock, $0.001 par value; 75,000,000 shares authorized, 2,529,680 issued and outstanding, respectively

 

 

2,529

 

 

 

2,529

 

Additional paid-in capital

 

 

70,619

 

 

 

70,619

 

Accumulated deficit

 

 

(131,580 )

 

 

(117,478 )

Total stockholders’ deficit

 

 

(58,432 )

 

 

(44,330 )

Total liabilities and stockholders' deficit

 

$ 6,559

 

 

$ 2,660

 

 

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

 

 
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INTELLISENSE SOLUTIONS INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

September 30,

2017

 

 

September 30,

2016

 

 

September 30,

2017

 

 

September 30,

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

Professional fees

 

$ 3,771

 

 

$ 7,235

 

 

$ 10,238

 

 

$ 17,843

 

General & administrative

 

 

878

 

 

 

816

 

 

 

1,859

 

 

 

1,886

 

Total operating expenses

 

 

4,649

 

 

 

8,051

 

 

 

12,097

 

 

 

19,729

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME/(EXPENSE):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

50,000

 

Interest expense

 

 

(1,163 )

 

 

(677 )

 

 

(2,005 )

 

 

(1,276 )

Total other income

 

 

(1,163 )

 

 

(677 )

 

 

(2,005 )

 

 

48,724

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME / (LOSS)

 

$ (5,812 )

 

$ (8,728 )

 

$ (14,102 )

 

$ 28,995

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BASIC AND DILUTED NET INCOME / (LOSS) PER SHARE

 

$ (0.00 )

 

$ (0.00 )

 

$ (0.00 )

 

$ 0.01

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING

 

 

2,529,680

 

 

 

2,529,680

 

 

 

2,529,680

 

 

 

2,529,680

 

 

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

 

 
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INTELLISENSE SOLUTIONS INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

For the Six

months ended September 30,

2017

 

 

For the Six

months ended September 30,

2016

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

Net income (loss)

 

$ (14,102 )

 

$ 28,995

 

Adjustments to reconcile net income (loss) to net cash used in operating activities

 

 

 

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

-

 

 

 

-

 

Prepaid expenses

 

 

-

 

 

 

-

 

Accounts payable and accrued liabilites

 

 

(1,654 )

 

 

(24,197 )

Accounts payable to related party

 

 

(1,345 )

 

 

(1,731 )

Due to related party

 

 

-

 

 

 

(3,085 )

Net cash used in operating activities

 

 

(17,101 )

 

 

(18 )

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

Proceeds from notes payable

 

 

21,000

 

 

 

-

 

Net cash provided by financing activities

 

 

21,000

 

 

 

-

 

 

 

 

 

 

 

 

 

 

NET CHANGE IN CASH

 

 

3,899

 

 

 

(18 )

CASH AT BEGINNING OF PERIOD

 

 

2,660

 

 

 

8,124

 

CASH AT END OF PERIOD

 

$ 6,559

 

 

$ 8,106

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

 

 

 

 

 

 

 

 

Cash paid for:

 

 

 

 

 

 

 

 

Interest

 

$ -

 

 

$ -

 

Income taxes

 

$ -

 

 

$ -

 

 

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

 

 
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INTELLISENSE SOLUTIONS INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

 

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

 

Intellisense Solutions Inc. (the “Company”) was 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.

 

Basis of Presentation

 

The unaudited interim financial statements contained in this quarterly report have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules of the Securities and Exchange Commission (“SEC”) for interim financial information and do not include all of the information or disclosures required by U.S. GAAP for annual financial statements. Accordingly, these unaudited interim condensed financial statements should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K as of and for the year ended March 31, 2017, as filed on June 29, 2017. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year, or any other period.

 

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 $14,102 for the six months ended September 30, 2017 and has an accumulated deficit of $131,580 and a working capital deficit of $58,432 as of September 30, 2017. Presently, the Company does not have sufficient cash resources to meet its plans through the balance if its fiscal year ended March 31, 2018. 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 now the Company’s sole 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”). 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. The Company pays customary fees for these services. During the three and six months ended September 30, 2017, the Company incurred fees of $2,371 and $7,438, respectively, to Eventus and has $2,371 in related party accounts payable on the accompanying balance sheet as of September 30, 2017. The office space used by the Company is provided by Eventus at no charge.

 

 
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NOTE 4 – NOTES PAYABLE

 

Notes payable consisted of the following as of:

 

 

 

September 30,

2017

 

 

March 31,

2017

 

 

 

 

 

 

 

 

Note payable, 12% interest per annum, due on August 8, 2016. Note is in default and unsecured.

 

$ 10,000

 

 

$ 10,000

 

Note payable, 12% interest per annum, due on August 27, 2016. Note is in default and unsecured.

 

 

10,000

 

 

 

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

 

 

 

-

 

 

 

$ 41,000

 

 

$ 20,000

 

 

During the six months ended September 30, 2017, the Company borrowed $21,000 under promissory notes from an unaffiliated lender, under terms set forth in the table above. Proceeds from the borrowings are to further fund ongoing operational expenses.

 

In 2015, the Company borrowed $20,000 under promissory notes from two unaffiliated lenders (“Lenders”) to fund ongoing operational expenses. These notes are due immediately upon the Company’s receipt of any financing of $250,000 or more, or upon written demand by the Lenders, or not later than August 8, 2016 and August 27, 2016, respectively (the “Maturity Date”). As of September 30, 2017, these notes were in default and accruing interest at 15% per annum pursuant to the terms of the notes. The notes have not been paid and the Company has not negotiated any extension agreements with the Lenders as of November 10, 2017, the date of this filing.

 

 
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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 sole 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”). He has also been Chief Financial Officer, Secretary and Treasurer of Orgenesis Inc. since August 2014. Mr. Reithinger earned a B.S. in Accounting from the University of Arizona and is a Certified Public Accountant. He is a Member of the American Institute of Certified Public Accountants and the Arizona Society of Certified Public Accountants.

 

 
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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 November 10, 2017, the date of this filing. There were no new equity transactions during the six months ended September 30, 2017.

 

We received our initial funding in March 2014 of $19,980 through the sale of common stock to our two former officers and directors, who purchased an aggregate of 1,998,000 shares at $0.01 per share. We have never declared bankruptcy, have never been in receivership, and have never been involved in any legal action or proceedings. Since incorporation, we have not made any significant purchase or sale of assets and we have had limited operating activities. In December 2015, we entered into a merger agreement with Dotz Nano Ltd. (“Dotz”), a private Israeli-based company. We never completed the merger and in May 2016, we entered into a termination agreement with Dotz, pursuant to which we recognized a termination fee of $50,000. This termination fee was recorded as other income during the fiscal year ended March 31, 2017.

 

Our financial statements from inception (March 22, 2013) through the period ended September 30, 2017 report no revenues and an accumulated deficit of $58,432. Our independent accountant issued an audit opinion for our Company for the fiscal year ended March 31, 2017 which includes a statement expressing substantial doubt as to our ability to continue as a going concern.

 

Our principal offices are located at 14201 N. Hayden Road, Suite A-1, Scottsdale, AZ 85260.

 

Results of Operations

 

Comparison of the Three Months Ended September 30, 2017 to the Three Months Ended September 30, 2016

 

Revenue

 

We did not earn any revenues in the three months ended September 30, 2017 and 2016.

 

Expenses

 

Operating expenses for the three months ended September 30, 2017 and 2016 were as follows:

 

 

 

For the Three

Months Ended

September 30,

2017

 

 

For the Three

Months Ended

September 30,

2016

 

 

 

 

 

 

 

 

Professional fees:

 

 

 

 

 

 

Legal

 

$ -

 

 

$ 2,205

 

Accounting/audit

 

 

3,771

 

 

 

5,030

 

Total professional fees

 

 

3,771

 

 

 

7,235

 

General & administrative

 

 

878

 

 

 

816

 

Total operating expenses

 

$ 4,649

 

 

$ 8,051

 

 

 
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Professional fees are comprised of legal fees and accounting/audit fees. Professional fees decreased by $3,464 from $7,235 for the three months ended September 30, 2016 to $3,771 for the three months ended September 30, 2017. There were no legal fees incurred in the three months ended September 30, 2017 representing a decrease of $2,205 from the three months ended September 30, 2016. The balance of the decrease was reduced accounting fees to Eventus compared to the three months ended September 30, 2016.

 

During the three months ended September 30, 2017, we incurred accounting fees of $2,371 to Eventus and audit fees of $1,400 to our independent accountants. This is compared to accounting fees of $3,430 to Eventus and audit fees of $1,600 to our independent accountants during the three months ended September 30, 2016. We pay customary fees for Eventus services.

 

General and administrative expenses were generally unchanged for the comparable periods.

 

Comparison of the Six Months Ended September 30, 2017 to the Six Months Ended September 30, 2016

 

Revenue

 

We did not earn any revenues in the six months ended September 30, 2017 and 2016.

 

Expenses

 

Operating expenses for the six months ended September 30, 2017 and 2016 were as follows:

 

 

 

For the Six

Months Ended

September 30,

2017

 

 

For the Six

Months Ended

September 30,

2016

 

 

 

 

 

 

 

 

Professional fees:

 

 

 

 

 

 

Legal

 

$ -

 

 

$ 2,897

 

Accounting/audit

 

 

10,238

 

 

 

14,946

 

Total professional fees

 

 

10,238

 

 

 

17,843

 

General & administrative

 

 

1,859

 

 

 

1,886

 

Total operating expenses

 

$ 12,097

 

 

$ 19,729

 

 

Professional fees are comprised of legal fees and accounting/audit fees. Professional fees decreased by $7,606 from $17,843 for the six months ended September 30, 2016 to $10,238 for the six months ended September 30, 2017. There were no legal fees incurred in the six months ended September 30, 2017 representing a decrease of $2,897 from the six months ended September 30, 2016. The balance of the decrease was reduced accounting fees to Eventus offset by a $500 increase in audit fees compared to the six months ended September 30, 2016.

 

During the six months ended September 30, 2017, we incurred accounting fees of $7,438 to Eventus and audit fees of $2,800 to our independent accountants. This is compared to accounting fees of $12,646 to Eventus and audit fees of $2,300 to our independent accountants during the six months ended September 30, 2016. We pay customary fees for Eventus services.

 

Other income, as show on the accompanying statements of operations was $50,000 during the six months ended September 30, 2016. This was pursuant to a Termination Agreement with Dotz (“TA”), as discussed above, whereby the contemplated merger transaction with Dotz was terminated, cancelled and annulled. Under the terms of the TA, we recognized a termination fee of $50,000.

 

General and administrative expenses were generally unchanged for the comparable periods.

 

 
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Liquidity and Capital Resources

 

As of September 30, 2017, we had a cash balance of $6,559. During the six months ended September 30, 2017, we borrowed $21,000 under two promissory notes from an unaffiliated lender to fund ongoing operational expenses. Despite these borrowings, we do not have sufficient cash resources to meet our plans in the twelve months following September 30, 2017. 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 $14,102 for the six months ended September 30, 2017 and we have an accumulated deficit of $131,580 and a working capital deficit of $58,432 as of September 30, 2017. Presently, we do not have sufficient cash resources to meet our plans through the balance of fiscal year ended March 31, 2018. 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.

 

Effects of Inflation

 

We do not believe that inflation has had a material impact on our business, revenues or operating results during the periods presented.

 

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 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not Applicable

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures.

 

As of September 30, 2017, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

 

 
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The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were:

 

 

(i)

lack of a functioning audit committee;

 

(ii)

inadequate segregation of duties consistent with control objectives; and

 

(iii)

ineffective controls over period-end financial disclosure and reporting processes.

 

The aforementioned material weaknesses were identified by our Chief Executive and Financial Officer in connection with the review of our financial statements as of September 30, 2017.

 

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 six months ended September 30, 2017 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

 

 
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PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

The Company is not currently subject to any legal proceedings. From time to time, the Company may become subject to litigation or proceedings in connection with its business, as either a plaintiff or defendant. There are no such pending legal proceedings to which the Company is a party that, in the opinion of management, is likely to have a material adverse effect on the Company’s business, financial condition or results of operations.

 

ITEM 1A. RISK FACTORS

 

Not Applicable

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not Applicable.

 

ITEM 5. OTHER INFORMATION

 

None.

 

 
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ITEM 6. EXHIBITS

 

Exhibit

 

 

Number

 

Description

(3)

 

(i) Articles of Incorporation; and (ii) Bylaws

3.1

 

Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed with the Commission May 29, 2013)

3.2

 

Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed with the Commission May 29, 2013)

(10)

 

Material Contracts

10.1

 

Merger Agreement dated December 11, 2015 amongst Intellisense Solutions Inc., Intellisense (Israel) Ltd. And Dotz Nano Ltd. (incorporated by reference to Current Report on Form 8-K filed with the Commission December 17, 2015)

10.2

 

Termination Agreement dated May 17, 2016 amongst Intellisense Solutions Inc., Intellisense (Israel) Ltd. And Dotz Nano Ltd. (incorporated by reference to Current Report on Form 10-K filed on June 29, 2017)

(31)

 

Rule 13a-14(a)/15d-14(a) Certification

31.1*

 

Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer

(32)

 

Section 1350 Certification

32.1*

 

Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer

(101)**

 

Interactive Data Files

101.INS

 

XBRL Instance Document

101.SCH

 

XBRL Taxonomy Extension Schema Document

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

 

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document

_________

*

Filed herewith.

 

**

Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

 

 
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SIGNATURES

 

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

 

 

 

INTELLISENSE SOLUTIONS INC.

       
Date: November 13, 2017 By: /s/ Neil Reithinger

 

 

Neil Reithinger  
   

President, Treasurer, Secretary and Director

 
    (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)  

 

 

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