Intellisense Solutions Inc. files 10-Q

Intellisense Solutions Inc. revealed 10-Q form on Aug 14, 2019.

On January 10, 2019, we formed Canna Patch Ltd., an Israeli corporation (‘Canna Patch’), which is 90% owned by the Company and 10% owned by Mr. Rafael Ezra, Canna Patch’s chief technology officer.

On May 1, 2019, the Company entered into a service agreement (the ‘Optima Service Agreement’) with Oded Gilboa, our Chief Financial Officer, and Optima Solutions Ltd. an Israeli corporation (‘Optima’). Under the terms of the Optima Service Agreement, the Company will issue 15,000 share of common stock of the Company along with warrants to purchase 90,000 shares of the Company’s common stock, at an exercise price of $0.01 per share which vest as follows (i) 30,000 shares as of May 1, 2019; (ii) 30,000 shares as of January 1, 2020; and (iii) 30,000 shares as of January 1, 2021. Such warrants were valued at $8,164, using Black-Scholes pricing model. Assumptions used in the valuation included the following: a) market value of stock on measurement date of $0.10; b) risk-free rate of 2.47%; and c) dividend yield of 0%. The Company expensed $2,721, for the three-month period ended June 30, 2019 to reflect the vested amount of warrants.

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, each in the principal amount of $15,000, totaling $75,000. The notes accrue interest at a rate of 8% per annum and are each due on September 30, 2019 (original maturity date of December 5, 2018 was extended on November 15, 2018 and again on May 1, 2019). 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 Yaad Consulting & Management Services (1995) Ltd., each in the principal amount of $10,000, totaling $50,000. The notes accrue interest at a rate of 8% per annum and are each due on September 30, 2019 (original maturity date of May 1, 2019 was extended on May 1, 2019).

On March 20, 2019, the Company entered into promissory notes with four investors, Amir Uziel, Lavi Krasney, L.I.A. Pure Capital Ltd. for $10,000 each, and Yaad Consulting & Management Services (1995) Ltd. in the principal amount of $15,000, totaling $45,000. The notes accrue interest at a rate of 8% per annum and are each due on September 30, 2019.

On April 4, 2019, the Company issued a promissory note to Nir Reinhold in the principal amount of $15,000. The note accrues interest at a rate of 8% per annum and is due on September 30, 2019.

On April 4, 2019, the Company issued a promissory note to Nir Reinhold in the principal amount of $15,000. The note accrues interest at a rate of 8% per annum and is due on September 30, 2019.

On March 20, 2019, the Company issued promissory notes to four investors, Amir Uziel, Lavi Krasney and L.I.A. Pure Capital Ltd. for $10,000 each, and Yaad Consulting & Management Services (1995) Ltd. in the principal amount of $15,000, totaling $45,000. The notes accrue interest at a rate of 8% per annum and are each due on September 30, 2019.

On November 2, 2018, the Company issued promissory notes to five investors, Amir Uziel, Lavi Krasney, L.I.A. Pure Capital Ltd., Nir Reinhold and Yaad Consulting & Management Services (1995) Ltd, each in the principal amount of $10,000, totaling $50,000. The notes accrue interest at a rate of 8% per annum and are each due on September 30, 2019.

On June 6, 2018, the Company issued promissory notes to five investors, Amir Uziel, Lavi Krasney, L.I.A. Pure Capital Ltd., Nir Reinhold and Yaad Consulting & Management Services (1995) Ltd, each in the principal amount of $15,000, totaling $75,000. The notes accrue interest at a rate of 8% per annum and are each due on September 30, 2019.

On July 4, 2019, the Company issued promissory notes to four investors, Amir Uziel, Lavi Krasney, L.I.A. Pure Capital Ltd. and Yaad Consulting & Management Services (1995) Ltd. each in the principal amount of $10,000 totaling $40,000. The notes accrue interest at a rate of 8% per annum and are each due on September 30, 2019. These note holders are considered to be related parties due to their influence.

From May 2018 through March 2019, the Company issued promissory notes in the aggregate principal amount of $ 185,000 to five investors, Amir Uziel, Lavi Krasney, L.I.A. Pure Capital Ltd., Nir Reinhold and Yaad Consulting & Management Services (1995) Ltd. (‘Yaad’). The notes accrue interest at a rate of 8% per annum and are each due on September 30, 2019.

On November 15, 2018, 1,998,000 shares or 79% of the Company’s 2,529,680 then issued and outstanding shares were purchased by fourteen investors under a Share Purchase Agreement from two previous controlling shareholders. One of the investors is currently a more than 10% shareholder.

On January 10, 2019, we formed Canna Patch Ltd., an Israeli corporation (‘Canna Patch’), which is 90% owned by the Company and 10% owned by Mr. Rafael Ezra, Canna Patch’s chief technology officer. Canna Patch entered into a Research and Option Agreement (the ‘Agreement’) with Yissum Research Development Company of Hebrew University of Jerusalem Ltd. (‘Yissum’), effective March 21, 2019. Pursuant to the Agreement, Canna Patch will fund a feasibility study (the ‘Study’) in the aggregate amount of $94,500 plus VAT relating to Yissum’s research concerning the development of a cannabis patch. The Study will be conducted in two stages, each of six months duration. Based upon the results of an interim study report (the ‘Interim Report’) at the end of the first stage, Canna Patch may determine whether to continue funding stage two whereupon Canna Patch will pay an additional $23,625 on the commencement of stage two and three months thereafter. In consideration for such financing, Canna Patch will have the option (the ‘Option’) for an exclusive, worldwide license to all work product and results of the Study, including all intellectual property in the field of systemic and trans-dermal and trans-mucosal delivery of cannabinoids using exudates-based formulations. If Canna Patch exercises the Option, it will be responsible for the costs of any patent filings, maintenance and prosecution.

As of June 30, 2019, we had a cash balance of $8,979. During the three months ended June 30, 2019, we borrowed $15,000 from a related party to fund ongoing operational expenses. The note accrue interest at a rate of 8% per annum and is due on September 30, 2019. We do not have sufficient cash resources to effectuate our business plans in the next twelve months. 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.

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.

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