Filing summary
Entity and period: The supplied filing is Intellisense Solutions Inc.’s unaudited Form 10-Q for the three months ended June 30, 2019, comparing the same quarter in 2018. This differs from the request metadata naming Odysight.Ai Inc.; the filing identifies Intellisense as a Nevada shell company and reports that it was pursuing a business combination. Verify the issuer and filing identity.
Financial results and liquidity
- Revenue: $0 in both quarters; the company reported no revenues since inception.
- Expenses and loss: Operating expenses were $42,066 versus $8,405, largely reflecting higher professional, board and legal fees. Interest expense was $4,039 versus $1,279. Net loss increased to $46,105 from $9,684. Basic and diluted loss per share was reported as $0.02 and $0.00, respectively.
- Cash flow: Operating activities used $32,343, compared with $9,917 in the prior-year quarter. Related-party borrowing provided $15,000; cash decreased by $17,343 to $8,979.
- Balance sheet: Cash and total assets were $8,979 at June 30, versus $26,322 at March 31. Current liabilities were $222,708, including $185,000 of related-party notes and $27,000 payable to a related party. Working capital was negative $213,729; stockholders’ deficit was $213,729.
- Debt and liquidity: Related-party notes bear 8% interest and were due September 30, 2019. The company said it lacked resources to fund its plans for the next 12 months and had no financing arranged. It expected to rely on further loans or equity issuance.
Business, developments and risks
- The company had not achieved commercial sales or significant operations under its original web-portal business. It formed Canna Patch Ltd. in January 2019, owning 90%, and entered a research and option agreement for a cannabis patch feasibility study. The study funding commitment was $94,500 plus VAT; further funding and an exclusive license option depend on results and decisions.
- Management and the notes state that accumulated deficit and liquidity conditions raise substantial doubt about the company’s ability to continue as a going concern. The filing says its continuation depends on financing or a merger with an operating company, with no assurance either will occur.
- After quarter-end, the company issued $40,000 of additional related-party notes, also bearing 8% interest and due September 30, 2019.
- Disclosure controls and procedures were reported ineffective due to inadequate segregation of duties and lack of a formal audit committee with a financial expert. Management said limited resources constrained remediation.
- No pending legal proceedings or off-balance-sheet arrangements were reported. The filing provided no operating guidance or quantified outlook.
Key facts for investors to verify
- Issuer identity: the request metadata names Odysight.Ai, while the filing is for Intellisense Solutions Inc.; the filing also checks “shell company: Yes.”
- Financial statement inconsistencies: the balance sheet and MD&A show accumulated deficit of $291,098, while the going-concern note states $219,098. The statement of changes in shareholders’ deficit reports ending deficit of $213,129, versus $213,729 on the balance sheet.
- Share-count discrepancies: the balance sheet lists 2,574,480 shares issued but 2,574,680 outstanding at June 30; the cover reports 2,574,680 outstanding as of August 14. The note says 29,800 of 30,000 warrant-exercise shares were issued by June 30, with 200 intended later.
- Whether the September 30, 2019 related-party notes were repaid, extended, or refinanced, and whether the company obtained financing sufficient to continue operations and fund the research agreement.