Filing identity and reporting period
Important mismatch: The supplied filing is Intellisense Solutions Inc.’s Form 10-K for the fiscal year ended March 31, 2014, signed June 30, 2014. It is not identified as an Odysight.Ai Inc. filing or a 2013 Q4 report. The filing describes a Nevada development-stage company planning an online marketplace for vegetarian food products, with longer-term plans for kosher and halal markets.
Financial results and position
| Metric | Fiscal year ended March 31, 2014 | Comparable period |
|---|---|---|
| Revenue | $0 | $0 since incorporation |
| Operating expenses and net loss | $39,682 | $2,000 from March 22–31, 2013 |
| Operating cash flow | $(36,647) | $0 |
| Financing cash flow | $53,168 from stock issuance | $19,980 from stock issuance |
| Cash at period end | $36,501 | $19,980 |
| Audited total assets | $37,517 | $19,980 |
| Current liabilities | $6,051, all accounts payable and accrued expenses | $2,000 |
| Stockholders’ equity | $31,466 | $17,980 |
The filing reports no revenue, gross profit, or meaningful operating margins. No interest-bearing debt is identified. The cash-flow statement shows cash increased by $16,521 during fiscal 2014. The financial statements report a $39,682 accumulated deficit at March 31, 2014.
Material changes and business progress
- Expenses rose from $2,000 in the brief inception period to $39,682 in fiscal 2014, comprising $21,791 of professional fees and $17,891 of general and administrative expenses.
- The company issued 531,680 shares for $53,168 during fiscal 2014; 2,529,680 shares were outstanding at year-end.
- Operations remained limited to start-up activities, market research, and website design. The company had no employees apart from its officers’ management work and had not launched its planned marketplace.
- Management estimated that approximately $65,033 was needed to execute the next 12 months’ plan and separately anticipated an additional $20,000 for administrative and reporting costs.
Outlook, risks, and unusual disclosures
- The independent auditor included a going-concern paragraph, citing no operations or revenue and substantial doubt about the company’s ability to continue. Management said continuing operations depended on raising capital; no financing was arranged, and failure to obtain funding could cause the business to fail.
- The president’s possible loans were not supported by a firm commitment or legal obligation. Planned financing through debt or equity was uncertain and could dilute existing shareholders.
- The business plan depended on raising funds to develop and launch the portal; management estimated eight months for development and testing and a further four months to launch. These were plans, not assured results.
- The company maintained no insurance and reported no intellectual property registrations. It reported no pending legal proceedings or off-balance-sheet arrangements.
- Management identified material weaknesses in internal control over financial reporting: no independent audit committee or majority-independent board, inadequate segregation of duties, and ineffective period-end reporting controls. Separately, management stated that disclosure controls were effective.
- The filing’s Item 1A says the company was not required to provide risk factors as a smaller reporting company; the filing nevertheless describes funding, execution, insurance, and governance risks elsewhere.
Important facts for investors to verify
- Confirm issuer identity and period: this document names Intellisense Solutions Inc. and covers the year ended March 31, 2014, not Odysight.Ai or 2013 Q4.
- Reconcile inconsistent figures: MD&A lists total assets as $35,517 in one place, while the audited balance sheet reports $37,517; MD&A also gives a cash position of $19,971 at March 31, 2013, while the balance sheet reports $19,980.
- Verify the capital requirement and available cash against current financial statements and any subsequent financing. The filing gives cash of $36,501 and a projected need of approximately $65,033, plus separately stated administrative costs.
- Check the reported net loss per share: the statement of operations displays positive $0.02 despite reporting a net loss; the filing text does not provide a clear corrected value.
- Review subsequent filings for business launch, revenue, financing, dilution, and remediation of the disclosed internal-control weaknesses.