NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED APRIL 30, 2022 and
2021
(Unaudited)
Note 1 – Organization and Basis
of Presentation
Organization and Basis of Presentation
Worldwide Strategies Incorporated (“WWSG”
or the “Company”) was incorporated under the laws of the State of Nevada on April 6, 1998 and ceased operations in 2015. The
Company fully impaired all assets since the shutdown of its operations in 2015. On May 7, 2019, the eight judicial District Court of Nevada
appointed Small Cap Compliance, LLC (“Custodian”) as custodian for Worldwide Strategies Incorporated., proper notice having
been given to the officers and directors of Worldwide Strategies Incorporated with no opposition. On July 10, 2019, the Company filed
a Certificate of Reinstatement with the state of Nevada.
The accompanying financial statements
are prepared on the basis of accounting principles generally accepted in the United States of America (“GAAP”) and have been
prepared assuming the continuation of the Company as a going concern. The Company has not yet established an ongoing source of revenues
sufficient to cover its operating costs and is dependent on debt and equity financing to fund its operations. Management of the Company
is making efforts to raise additional funding until a registration statement relating to an equity funding facility is in effect. While
management of the Company believes that it will be successful in its capital formation and planned operating activities, there can be
no assurance that the Company will be able to raise additional equity capital or be successful in the development and commercialization
of the products it develops or initiates collaboration agreements thereon. The accompanying financial statements do not include any adjustments
to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities
that may result from the possible inability of the Company to continue as a going concern.
Note 2 – Summary of significant
accounting policies
Cash and Cash Equivalents
The Company doesn’t maintain any
bank accounts and does not have any cash in hand. For day-to-day business activities, the Company depends upon the directors’ personal
accounts. For purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject
to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be
cash and cash equivalents.
Use of Estimates
The preparation
of financial statements in conformity with accounting principles generally accepted in the United States of America requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could
differ from those estimates.
Loss per Common Share
Net loss per common share is computed
by dividing net loss by the weighted average number of common shares outstanding for the period. As a result, diluted loss per common
share is the same as basic loss per common share for the three and nine months ended April 30, 2022 and 2021. Excluded from the weighted
average common shares outstanding amount is convertible preferred stock equivalent to 301 million common shares and convertible debt equivalent
to 47 million common shares as the effect of these on the computation of net loss per share would have been anti-dilutive.
Income Taxes
The
Company accounts for income taxes pursuant to FASB ASC Topic 740, Income Taxes. Under FASB ASC Topic 740, deferred tax
assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income
tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement
classification of the assets and liabilities generating the differences.
The Company maintains a valuation allowance
with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the
deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period.
Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under
the Federal tax laws.
Changes in circumstances, such as the
Company generating taxable income, could cause a change in judgment about the reliability of the related deferred tax asset. Any change
in the valuation allowance will be included in income in the year of the change in estimate.
Fair Value of Financial Instruments
ASC 820 defines fair value, establishes
a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures.
The three levels are defined as follows:
| |
☐ |
Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
| |
☐ |
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. |
| |
☐ |
Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement. |
The following tables represent our assets
and liabilities by level measured at fair value on a recurring basis at April 30, 2022 and July 31, 2021:
| Schedule of assets and liabilities fair value | |
| | | |
| | | |
| | |
| | |
Fair Value Measurements at April 30, 2022 | |
| |
Level 1 | | |
Level 2 | | |
Level 3 | |
| Description | |
| | |
| | |
| |
| Convertible Debt | |
$ | – | | |
$ | 492,406 | | |
$ | – | |
| Total Liabilities | |
| – | | |
| 492,406 | | |
| – | |
| Totals | |
$ | – | | |
$ | 492,406 | | |
$ | – | |
| | |
Fair Value Measurements at July 31, 2021 | |
| | |
Level 1 | | |
Level 2 | | |
Level 3 | |
| Description | |
| | |
| | |
| |
| Convertible Debt | |
$ | – | | |
$ | 492,406 | | |
$ | – | |
| Total Liabilities | |
| – | | |
| 492,406 | | |
| – | |
| Totals | |
$ | – | | |
$ | 492,406 | | |
$ | – | |
Recent Accounting Pronouncements
The Company reviewed all the recently
issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact
on the Company.
Note 3-
Going Concern
For the nine months ended April 30,
2022 we incurred net losses of approximately $60,099. As of April 30, 2022, we had no cash on hand and current liabilities of approximately
$1 million. As of July 31, 2021, we had no cash on hand and current liabilities of $0.9 million. These losses combined with our current
liabilities cast significant doubt on the company’s ability to operate under the going concern. The ability to continue as a going
concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet
its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating
costs over the next twelve months with loans from directors and/or private placement of common stock. The failure to achieve the necessary
levels of profitability or obtaining additional funding would be detrimental to the Company.
Note 4 – Related party transactions
Our CEO and CFO incurred expenses on
behalf of the Company amounting to approximately $6,000 during the three months ending April 30, 2022. As of April 30, 2022 total amounts
due to our CEO and CFO are approximately $38,000. These amounts are due on June 30, 2023 and bear interest at eight percent per annum.
As of April 30, 2022 and July 31, 2021,
the Company had a convertible promissory note in the principal outstanding balance of $40,000, payable to a shareholder. Such note bears
interest at nine percent per annum with a maturity date of July 31, 2015. The principal and accrued interest is convertible, at the option
of the holder, into common shares at $.01 per share.
Note 5 – Convertible Notes
Payable
The Company has convertible promissory
notes that in the aggregate result in a principal outstanding balance of $160,750 as of April 30, 2022 and July 31, 2021, respectively.
Interest on these notes range from nine to ten percent per annum and such notes had maturity dates of July 31, 2015. The principal and
accrued interest is convertible, at the option of the holder, into common shares at $.01 per share.
The Company has convertible promissory
notes that in the aggregate result in a principal outstanding balance of $157,945 as of April 30, 2022 and July 31, 2021, respectively.
Interest on these notes range from eight to ten percent per annum and such notes had maturity dates of July 31, 2015. The principal and
accrued interest is convertible, at the option of the holder, into common shares at $.04 per share.
The Company has convertible promissory
notes that in the aggregate result in a principal outstanding balance of $50,000 as of April 30, 2022 and July 31, 2021, respectively.
Interest on these notes are 8% per annum and such notes had maturity date of March 31, 2015. The principal and accrued interest is convertible,
at the option of the holder, into non-restricted common stock in an amount equal to the total sum due, based on a mutually agreed discount
(not to exceed 50%) to the then market price.
The Company has convertible promissory
notes that in the aggregate result in a principal outstanding balance of $44,711 as of April 30, 2022 and July 31, 2021, respectively.
Interest on these notes are 10% per annum and such notes had maturity dates ranging from July 31, 2015 to December 31, 2015. The principal
and accrued interest is convertible, at the option of the holder, into common shares at $.07 per share.
The Company has convertible promissory
notes that in the aggregate result in a principal outstanding balance of $39,000 as of April 30, 2022 and July 31, 2021, respectively.
Interest on these notes are 10% per annum and such notes had maturity dates ranging from July 31, 2015 to December 31, 2015. The principal
and accrued interest is convertible, at the option of the holder, into common shares at $.10 per share.
Accrued interest on such notes total
$411,927 and $375,504 as of April 30, 2022 and July 31, 2021, respectively and are included within accrued liabilities on the accompanying
balance sheet. Based on the maturity dates of the promissory notes, all promissory notes are in default.
Note 6 – Shareholders’
Equity
Preferred stock
The Company has two classes of preferred
stock and is authorized to issue 25,000,000 shares of $.001 par value preferred stock.
Common stock
As of April 30, 2022 and July 31, 2021,
the Company was authorized to issue 975,000,000 shares of common stock respectively. Total shares outstanding at April 30, 2022 and July
31, 2021 were 19,830,679, respectively.
Note 7 - Income taxes
The Company accounts for income taxes
under FASB ASC Topic 740, which requires use of the liability method. FASB ASC Topic 740 provides that deferred tax assets and liabilities
are recorded based on the differences the tax basis of assets and liabilities and their carrying amounts for financial reporting purposes,
referred to as temporary differences. As of April 30, 2022, the Company incurred a net operating loss and, accordingly, no provision for
income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of
any tax assets.
Based on the available objective evidence,
including the Company's history of losses, management believes it is more likely than not, the net deferred tax assets will not be fully
realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at April 30, 2022 and
July 31, 2021. The Company had no uncertain tax positions as of April 30, 2022 and July 31, 2021.
Note 8 – Acquisition
On February 17, 2022, the Company entered into an asset purchase
agreement with Fitwell Limited, for the purchase of a copy of its native mobile fitness application, including all source codes and associated
databases for use on the iOS and Android platforms. The purchase price for software application is $500,000 and shares of the Company
in the amount of $500,000. The purchase is contingent on the Company completing a capital raise, under Regulation A which generates no
less than $2 million in proceeds to the Company.