Filing Summary
Reporting period and entity: This is Intellisense Solutions Inc.’s Form 10-Q for the three and nine months ended December 31, 2015, filed February 16, 2016. The filing describes a company with no significant operations, historically pursuing online vegetarian-food portals. The request metadata names Odysight.Ai Inc.; that differs from the registrant named in this filing and should be verified.
Financial Results and Position
| Metric | Three months ended Dec. 31, 2015 | Nine months ended Dec. 31, 2015 | Comparable 2014 period |
|---|---|---|---|
| Revenue | $0 | $0 | $0 |
| Operating expenses and net loss | $11,418 | $46,659 | $4,810 and $16,811, respectively |
| Professional fees | $8,524 | $41,352 | $3,775 and $11,925, respectively |
| General and administrative | $2,894 | $5,307 | $1,035 and $4,886, respectively |
| Basic and diluted loss per share | $(0.00) | $(0.02) | $(0.00) and $(0.01), respectively |
At December 31, 2015, cash was $234, versus $11,863 at March 31, 2015. Current liabilities were $40,731, including $31,212 of accounts payable and accrued expenses and $9,519 payable to a related party. Working capital was negative $40,497; stockholders’ deficit was $40,497. No interest-bearing debt is identified. Net cash used in operating activities for the nine months was $11,629, versus $12,137 in 2014. Gross and operating margins are not meaningful because the company reported no revenue.
Changes, Outlook and Risks
- Nine-month net loss increased to $46,659 from $16,811, principally as professional fees rose by $29,427. Management attributed the increase mainly to legal and accounting/audit fees. Quarterly expenses also increased year over year.
- The company reported accumulated losses of $113,645 and stated it lacked cash to meet its plans for the following 12 months. Management concluded that these conditions raise substantial doubt about the company’s ability to continue as a going concern. It planned to seek loans and/or additional equity, but had no financing arranged and gave no assurance funding would be available.
- On December 11, 2015, the company agreed to a merger with private Israeli company Dotz Nano Ltd. The transaction remained unclosed as of the filing date and was subject to conditions, including Dotz shareholder approval, Israeli regulatory and tax steps, review of Dotz’s financial statements, and OTCQB listing-related requirements. The company hoped to satisfy conditions by March 31, 2016; this was not a firm closing commitment.
- Proposed transaction terms included a pre-merger stock split, approximately 11 million shares outstanding before the merger, options for up to 3.95 million shares, and potential milestone-based issuance of up to 2.5 million shares to the proposed CEO. Certain Dotz shareholders were to escrow merger shares for two years. These terms could substantially affect ownership and dilution.
- Management found disclosure controls and procedures ineffective due to inadequate segregation of duties and weaknesses in period-end financial reporting. Remediation depended substantially on obtaining financing. The filing reported no pending material legal proceedings and no material off-balance-sheet arrangements.
Important Facts to Verify
- Whether this Intellisense Solutions filing is the intended filing for Odysight.Ai Inc., given the entity-name mismatch in the request metadata.
- The merger’s subsequent status, satisfaction of closing conditions, final consideration and share issuance, and any changes to the proposed dilution and governance terms.
- Whether the company obtained financing after the filing date and how it addressed its going-concern uncertainty and ineffective controls.
- The filing checks the company as a shell company, while its discussion says it is not a blank-check registrant; confirm the distinction and current reporting status.