WORLDWIDE STRATEGIES INC - Quarter Report: 2014 January (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2014

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to _______________

Commission file number: 000-52362

Worldwide Strategies Incorporated

(Exact name of registrant as specified in its charter)

(303) 991-5887

(Registrant's telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☐   No ý

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ý   No ☐

See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ý   No ☐

Indicate the number of shares outstanding of each of the registrant's classes of common equity, as of the latest practicable date: 19,830,673 on March 13, 2015

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WORLDWIDE STRATEGIES INCORPORATED

FORM 10-Q

FOR THE FISCAL QUARTER ENDED

JANUARY 31, 2014

INDEX

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WORLDWIDE STRATEGIES INCORPORATED

Consolidated Condensed Balance Sheets

(unaudited)

 

		January 31,				July 31,
		2014				2013
Assets
Current Assets:
Cash	$		15,222		$		3,537
Total current assets			15,222				3,537
Deposits			150				150
Total assets	$		15,372		$		3,687
Liabilities and Shareholders' Deficit
Current Liabilities:
Accounts and notes payable:
Accounts payable	$		85,581		$		84,846
Accounts payable, related party			3,900				3,900
Accrued liabilities			33,583				26,503
Accrued liabilities, related party			11,099				4,723
Notes payable, related party, net of unamortized discount
of $10,608 and $45,822, respectively			62,566				11,445
Note payable, related party, in default			65,000				65,000
Note payable, net of unamortized discount of $15,007 and
$8,644, respectively			155,030				135,300
Total current liabilities			416,758				331,717
Shareholders' deficit:
Preferred stock, $.001 par value; 25,000,000 shares authorized,
1,491,743 shares issued and outstanding			1,492				1,492
Common stock, $.001 par value, 33,333,333 shares authorized
19,530,672 and 18,859,005 shares issued and outstanding respectively			19,531				18,860
Stock Payable			36,000				36,000
Additional paid-in capital			7,653,196				7,575,567
Accumulated deficit			(8,111,605	)			(7,959,949	)
Total shareholders' deficit			(401,386	)			(328,030	)
Total liabilities and shareholders' deficit	$		15,372		$		3,687

 

 

 

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WORLDWIDE STRATEGIES INCORPORATED

Consolidated Condensed Statements of Operations

(unaudited)

 

 

		Six Months Ended								Three Months Ended
		January 31,								January 31,
		2014				2013				2014				2013
Sales	$		—		$		—		$		—		$		—
Cost of sales			—				—				—				—
			—				—				—				—
Operating expenses:
Professional and consulting fees			27,340				37,630				16,796				12,880
Travel			601				7,231				601				—
Other general and administrative expenses			3,107				2,836				2,641				455
Total operating expenses			31,049				47,697				20,038				13,335
Loss from operations			(31,049	)			(47,697	)			(20,038	)			(13,335	)
Other expense:
Interest expense			(120,607	)			(17,966	)			(43,801	)			(8,844	)
Loss before income taxes			(151,656	)			(65,663	)			(63,839	)			(22,179	)
Income tax provision			—				—				—				—
Net loss	$		(151,656	)	$		(65,663	)	$		(63,839	)	$		(22,179	)
Basic and diluted loss per share	$		(0.01	)	$		(0.01	)	$		(0.00	)	$		(0.00	)
Basic and diluted weighted average
common shares outstanding			19,486,628				17,692,326				19,530,672				17,965,655

 

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WORLDWIDE STRATEGIES INCORPORATED

Consolidated Condensed Statement of Changes in Shareholders' Deficit

(unaudited)

 

 

																		Common
																		Stock								Additional
		Preferred Stock								Common Stock								Subscriptions				Stock				Paid-In				Accumulated
		Shares				Par Value				Shares				Par Value				Receivable				Payable				Capital				Deficit				Total
Balance at July 31, 2012 (restated)			1,491,743		$		1,492				16,870,234		$		16,871		$		—		$		37,500		$		6,896,455		$		(7,727,268	)	$		(774,950	)
Common stock issued in exchange for
interest, related party			—				—				1,453,771				1,454				—				(1,500	)			42,528				—				42,482
Common stock issued in exchange for
CFO compensation			—				—				150,000				150				—				—				1,350				—				1,500
Common stock issued for consulting
services			—				—				385,000				385				—				—				4,165				—				4,550
Options issued in exchange for
board member services (Aug 2012)			—				—				—				—				—				—				5,000				—				5,000
Options issued in exchange for
CFO compensation (Aug 2012)			—				—				—				—				—				—				1,500				—				1,500
Options issued in exchange for
board member services (Jul 2013)			—				—				—				—				—				—				60,000				—				60,000
Options issued in exchange for
CFO compensation (Jul 2013)			—				—				—				—				—				—				18,000				—				18,000
Foregiveness Of Past Salary And
Expenses To CEO and Former CFO			—				—				—				—				—				—				474,019				—				474,019
Beneficial conversion feature			—				—				—				—				—				—				72,550				—				72,550
Net loss for the year ended July 31, 2013			—				—				—				—				—				—				—				(232,681	)			(232,681	)
Balance at July 31, 2013			1,491,743		$		1,492				18,859,005		$		18,860		$		—		$		36,000		$		7,575,567		$		(7,959,949	)	$		(328,030	)
Common stock issued in exchange for
interest and note extension, related party			—				—				671,667				671				—				—				39,629				—				40,300
Beneficial conversion feature			—				—				—				—				—				—				38,000				—				38,000
Net loss			—				—				—				—				—				—				—				(151,656	)			(151,656	)
Balance at January 31, 2014			1,491,743		$		1,492				19,530,672		$		19,531		$		—		$		36,000		$		7,653,196		$		(8,111,605	)	$		(401,386	)

See accompanying notes to consolidated condensed financial statements

 

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WORLDWIDE STRATEGIES INCORPORATED

Consolidated Condensed Statements of Cash Flows

(unaudited)

 

		For the Six Months Ended
		January 31,
		2014				2013
Cash flows from operating activities:
Net loss	$		(151,656	)	$		(65,663	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Amortization of beneficial conversion feature			66,850				2,841
Stock based compensation			—				1,500
Stock issued for promissory note extension			40,300				6,500
Consulting expense paid in common stock			—				4,550
Interest expense paid in common stock			—				7,545
Changes in current assets and liabilities:
Accounts payable and accrued liablities			7,815				5,285
Accounts payable and accrued
liabilities, related party			6,376				8,603
Net cash used in operating activities			(30,315	)			(28,839	)
Cash flows from financing activities:
Proceeds from notes payable, related party			16,000				2,000
Proceeds from notes payable			26,000				22,500
Net cash provided by financing activities			42,000				24,500
Net change in cash			11,685				(4,339	)
Cash, beginning of period			3,537				4,709
Cash, end of period	$		15,222		$		370
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Income taxes	$		—		$		—
Interest	$		—		$		—
Non-cash investing/financing activities
Stock issued for conversion of accrued interest			—				3,450
Beneficial Conversion Feature - Debt			38,000				14,500
Common shares issued out of stock payable			—				1,500

 

 

 

 

 

 

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WORLDWIDE STRATEGIES INCORPORATED

 

 

Organization and Basis of Presentation

Worldwide Strategies Incorporated (the "Company") was originally incorporated in the state of Nevada on April 6, 1998.  On March 1, 2005, Worldwide Business Solutions Incorporated ("WBSI") was incorporated in the State of Colorado.  On July 8, 2005, the Company acquired all the shares of WBSI for 76.8% of the Company's outstanding stock.  The acquisition of WBSI has been accounted for as a recapitalization of WBSI.  Therefore the historical information prior to the date of recapitalization is the financial information of WBSI.

Effective July 31, 2007 the Company filed a Certificate of Change Pursuant to NRS 78.209, which decreased the number of its authorized shares of common stock from 100,000,000 to 33,333,333 and reduced the number of common shares issued and outstanding from 17,768,607 to 5,923,106.

All shares and per share amounts in these Consolidated Financial Statements and related notes have been retroactively adjusted to reflect the reverse stock split for all periods presented.

On July 31, 2007, the Company acquired 100% of the issued and outstanding shares of Centric Rx, Inc., ("Centric") in exchange for 2,250,000 shares of the Company's common stock.  As a result of the acquisition, Centric became a wholly owned subsidiary of the Company and the results of its operation have been included in the Company's consolidated financial statements since the date of acquisition.

Development Stage

In June 2014, the FASB issued ASU No. 2014-10: Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements to improve financial reporting by reducing cost and complexity associated with the incremental reporting requirements of development stage entities.  The changes eliminate the need for inception to date reporting and other disclosure requirements.  The amendments are effective for annual reporting periods beginning after December 15, 2014.  Early adoption is permitted.  The Company has elected early adoption of these amendments.

Going Concern

The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States, which contemplate continuation of the Company as a going concern.  However, the Company experienced net losses of $151,656 and $232,681 for the six-month period ended January 31, 2014 and year ended July 31, 2013, respectively.  In addition, the Company has incurred liabilities in excess of assets over the past year and, as of January 31, 2014, has an accumulated deficit of $8,111,605. These matters, among others, raise substantial doubt about its ability to continue as a going concern.

 

In view of the matters described above, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheet is dependent upon the Company's ability to generate sufficient sales volume to cover its operating expenses and to raise sufficient capital to meet its payment obligations.  Historically, management has been able to raise additional capital. During the six-month period ended January 31, 2014, and the year ended 2013, the Company issued convertible promissory notes in exchange for $42,000 and $49,550, respectively.

 

 

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The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

New Accounting Pronouncements

In June 2014, the FASB issued ASU No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The new guidance requires that share-based compensation that requires a specific performance target to be achieved in order for employees to become eligible to vest in the awards and that could be achieved after an employee completes the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation costs should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of ASU 2014-12 is not expected to have a material impact on our financial position or results of operations.

In June 2014, the FASB issued ASU 2014-10, Development Stage Entities. The amendments in this update remove the definition of a development stage entity from the Master Glossary of the ASC thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments in this update are applied retrospectively. The adoption of ASU 2014-10 removed the development stage entity financial reporting requirements from the Company.

In July 2013, the FASB issued ASU No. 2013-11: Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carry forward, a Similar Tax Loss, or a Tax Credit Carry forward Exists. The new guidance requires that unrecognized tax benefits be presented on a net basis with the deferred tax assets for such carry forwards. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2013. We do not expect the adoption of the new provisions to have a material impact on our financial condition or results of operations.

In February 2013, the FASB issued ASU No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:

·	Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated

In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update were effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 did not have a material impact on our financial position or results of operations.

At January 31, 2014, the Company was indebted to an officer for expenses incurred on behalf of the Company totaling $3,900.

At January 31, 2014, and 2013 accrued compensation totaled $0 and $410,625, respectively. During the 2013 fiscal year the CEO and former CFO forgave this liability in exchange for convertible promissory notes totaling $45,500 in value, including amounts related to Accrued Liabilities forgiven.  The difference was recorded to Paid In Capital on the balance sheet.

Accrued liabilities

During the six-month period ended January 31, 2014, accrued liabilities due from related parties totaled $11,099.  The increase of $6,376 represents accrued interest expense on notes payable to related parties during the period.

Notes payable

During the six-month period ending January 31, 2014, the Company had outstanding convertible promissory notes to related parties totaling $138,174 before adjustment for the beneficial conversion feature. The notes bear interest at 10% and the principal and accrued interest is convertible into common shares, with $4,173 convertible at $.07 per share, $70,000 convertible at $.04 per share and $64,000 convertible at $.01 per share per share upon the election of the holder. Interest expense for these notes was accrued in the amount of $6,376 for the six-month period ended January 31, 2014.

 

 

 

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Common Stock

In August 2013, the Company issued 503,750 shares of the Company's common stock in exchange for accrued interest and an extension of due date on five notes payable.  The shares related to the accrued interest were issued at $.01 per share and the shares related to the extension were issued at $.06 per share (fair market value) on the day they were granted, per the terms of the agreement.  This amount ($30,225) is reflected in the accompanying financial statements as interest.

In September 2013, the Company issued 167,917 shares of the Company's common stock in exchange for additional accrued interest on five notes payable.  The shares related to the accrued interest were issued at $.01 per share and the shares related to the extension were issued at $.06 per share (fair market value) on the day they were granted, per the terms of the agreement.  This amount ($10,075) is reflected in the accompanying financial statements as interest.

During September 2013, the Company issued one promissory note to one unrelated party for a total of $3,000.  The note bears interest at 10% and the principal and accrued interest is convertible into common shares at $.01 per share upon the election of the holder. Based on the initial valuation the Company has recorded a debt discount of $3,000, all of which was amortized in the fiscal year ended July 31, 2014.  The original maturity date on this note was February 28, 2014.  The holder has extended the note to July 31, 2015.

During December 2013, the Company issued two promissory notes to two related parties for a total of $16,000.  The notes bear interest at 10% and the principal and accrued interest is convertible into common shares at $.01 per share upon the election of the holders. Based on the initial valuation the Company has recorded a debt discount of $16,000, $5,392 of which was amortized in the period ended January 31, 2014.  The original maturity date on these notes was May 31, 2014.  The holders have extended these notes to July 31, 2015.

In December 2013, the Company issued four promissory notes to four unrelated parties for a total of $8,000.  The notes bear interest at 10% and the principal and accrued interest is convertible into common shares at $.01 per share upon the election of the holder of each note. Based on the initial valuation the Company has recorded a debt discount of $8,000, $2,696 of which was amortized in the period ended January 31, 2014.  The original maturity date on these notes was May 31, 2014.  The holders have extended these notes to July 31, 2015.

In December 2013, the Company issued one promissory note to one unrelated party for a total of $5,000.  The note bears interest at 10% and the principal and accrued interest is convertible into common shares at $.01 per share upon the election of the holder. Based on the initial valuation the Company has recorded a debt discount of $5,000, $879 of which was amortized in the period ended January 31, 2014.  The original maturity date on this note was June 30, 2014.  The holder has extended this note to July 31, 2015.

In December 2013, the Company issued one promissory note to one unrelated party for a total of $2,000.  The note bears interest at 10% and the principal and accrued interest is convertible into common shares at $.01 per share upon the election of the holder. Based on the initial valuation the Company has recorded a debt discount of $2,000, $343 of which was amortized in the period ended January 31, 2014.  The original maturity date on this note was June 30, 2014.  This note is currently in default.

In January 2014, the Company issued two promissory notes to two unrelated parties for a total of $4,000.  The notes bear interest at 10% and the principal and accrued interest is convertible into common shares at $.01 per share upon the election of the holder of each note. Based on the initial valuation the Company has recorded a debt discount of $4,000, $542 of which was amortized in the period ended January 31, 2014.  The original maturity date on these notes was June 30, 2014.  The holders have extended these notes to July 31, 2015.

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Preferred stock

There were no issuances of Preferred Stock during the period ending January 31, 2014.

Common stock

In August 2013, the Company issued 503,750 shares of the Company's common stock in exchange for accrued interest and an extension of due date on five notes payable.  The shares related to the accrued interest were issued at $.01 per share and the shares related to the extension were issued at $.06 per share (fair market value) on the day they were granted, per the terms of the agreement.  This amount ($30,225) is reflected in the accompanying financial statements as interest.

In September 2013, the Company issued 167,917 shares of the Company's common stock in exchange for additional accrued interest on five notes payable.  The shares related to the accrued interest were issued at $.01 per share and the shares related to the extension were issued at $.06 per share (fair market value) on the day they were granted, per the terms of the agreement.  This amount ($10,075) is reflected in the accompanying financial statements as interest.

Stock Options and Warrants

There were no issues of Common Stock Options during the period ending January 31, 2014.  Common Stock Options for 600,000 shares, granted December 10, 2008, expired during the period ending January 31, 2014.

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.  The Company incurred net operating losses during all periods presented resulting in a deferred tax asset, which was fully allowed for; therefore, the net benefits and expense resulted in $0 income taxes.

In March 2014, the Company issued 300,000 shares of common stocks to independent Directors as compensation for services provided.  These shares, approved August 2011, were previously recorded as stock payable.

In June 2014, the Company issued one promissory note to one unrelated party for $2,000.  The note bears interest at 10% and the principal and accrued interest are convertible into common shares at $.01 per share.

In September 2014, the Company issued two convertible promissory notes to two related parties in exchange for $1,750.  The note bears interest at 10% and the principal and accrued interest are convertible into common shares at $.01 per share.

In October 2014, the Company issued a convertible promissory note to an unrelated party in exchange for $40,000.  The note bears interest at 8% and the principal and accrued interest are convertible into common shares at $.04 per share.

In November 2014, the Company issued one convertible promissory note to an unrelated party in exchange for $4,000.  The note bears interest at 10% and the principal and accrued interest are convertible into common shares at $.01 per share.

 

 

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In November 2014, the Company issued a convertible promissory note to an unrelated party in exchange for $20,000.  The note bears interest at 8% and the principal and accrued interest are convertible into common shares at $.04 per share.

In December 2014, the Company issued one convertible promissory note to an unrelated party in exchange for $2,000.  The note bears interest at 10% and the principal and accrued interest are convertible into common shares at $.01 per share.

In December 2014, the Company issued a convertible promissory note to an unrelated party in exchange for $15,000.  The note bears interest at 8% and the principal and accrued interest are convertible into common shares at $.04 per share.

In January 2015, the Company issued a convertible promissory note to an unrelated party in exchange for $2,000.  The note bears interest at 10% and the principal and accrued interest are convertible into common shares at $.01 per share.

In March 2015, the issued options to purchase 450,000 shares each of common stock to its President & CEO and VP Finance & CFO as compensation for services rendered.

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General

The following discussion and analysis should be read in conjunction with our financial statements and related footnotes for the year ended July 31, 2013 included in our Annual Report on Form 10-K.  The discussion of results, causes and trends should not be construed to imply any conclusion that such results or trends will necessarily continue in the future.

Overview

On July 8, 2005, pursuant to a Share Exchange Agreement with Worldwide Business Solutions Incorporated, a Colorado corporation ("WBSI"), we acquired all of the issued and outstanding capital stock of WBSI, in exchange for 2,573,335 shares of our common stock.  As a result of this share exchange, shareholders of WBSI as a group owned approximately 76.8% of the shares then outstanding, and WBSI became our wholly-owned subsidiary.

For accounting purposes, the acquisition of WBSI has been accounted for as a recapitalization of WBSI.  Since we had only minimal assets and no operations, the recapitalization has been accounted for as the sale of 778,539 shares of WBSI common stock for our net liabilities at the time of the transaction.  Therefore, the historical financial information prior to the date of the recapitalization is the financial information of WBSI.

Effective July 31, 2007, we filed a Certificate of Change Pursuant to NRS 78.209, which decreased the number of our authorized shares of common stock from 100,000,000 to 33,333,333 and reduced the number of common shares issued and outstanding from 17,768,607 to 5,923,106.  All shares and per share amounts in our consolidated financial statements and related notes have been retroactively adjusted to reflect the one-for-three reverse stock split for all periods presented.

On July 31, 2007, we acquired 100% of the issued and outstanding shares of Centric in exchange for 2,250,000 shares of our common stock.  As a result of the acquisition, Centric became our wholly-owned subsidiary and the results of its operations have been included in our consolidated financial statements since the date of acquisition.

The company is finalizing plans to file to increase the number of authorized shares of common stock from 33,333,333 to 600,000,000 so that the stock exchange agreement entered into on December 14, 2012 with Jorge Zamacona Pliego, the President of Euzkadi Corporation of America S.A. de C.V. ("Euzkadi") and other principal owners of Euzkadi ("Euzkadi Principals") can be consummated.

We currently devote substantially all of our efforts to financial planning, raising capital and developing markets as we continue to be in the development stage.

Plan of Operations

As of the date hereof, we do not have any plans for business operations, merger or acquisition, other than the proposed business combination transaction with Euzkadi.  We cannot assure you that this transaction will be completed.

We must raise additional capital to support our ongoing existence while we search for other merger opportunities.  We cannot assure you that we will be able to complete additional financings successfully.

Significant Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America.  The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and

 

 

 

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related disclosures of contingent assets and liabilities.  On an ongoing basis, we evaluate our estimates, including those related to the valuation of accounts receivable and inventories, the impairment of long-lived assets, any potential losses from pending litigation and deferred tax assets or liabilities.  We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions; however, we believe that our estimates, including those for the above-described items, are reasonable.

Development Stage.  In June 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-10: Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements to improve financial reporting by reducing cost and complexity associated with the incremental reporting requirements of development stage entities.  The changes eliminate the need for inception to date reporting and other disclosure requirement.  The amendments are effective for annual reporting periods beginning after December 15, 2014.  Early adoption is permitted.  The Company has elected early adoption of these amendments.

Stock-based Compensation.  The Company accounts for all stock-based payments to employees and non-employees under Accounting Standards Codification (ASC) 718 Stock Compensation, using the fair value based method. Under the fair value method, stock-based payments are measured at the fair value of the consideration received, or the fair value of the equity instruments issued, or liabilities incurred, whichever is more reliably measurable. The cost of stock-based payments to non-employees that are fully vested and non-forfeitable at the grant date is measured and recognized at that date.

Loss per common share.  We report net loss per share using a dual presentation of basic and diluted loss per share.  Diluted net loss per share utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents.  As of January 31, 2014, there were 3,733,328 vested common stock options outstanding, which were excluded from the calculation of net loss per share-diluted because they were antidilutive.

Beneficial Conversion Features.  From time to time, the Company may issue convertible notes that contain an imbedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method.

New accounting pronouncements

Note 1 to the consolidated financial statements includes a complete description of new accounting pronouncements applicable to our Company.

Results of Operations

Three Months Ended January 31, 2014 and 2013.  Professional and consulting fees totaled $16,796 and $12,880 for the three-month periods ended January 31, 2014 and 2013, respectively.  Expenses in 2014 were higher due expenses related auditing to activities for restatement of prior period financial reporting.

Travel expenses totaled $601 and $0 during the three-month periods ended January 31, 2014 and 2013, respectively.  Travel has been limited.

No depreciation was recorded during the three-month periods ended January 31, 2014 and 2013, as all of our equipment is now fully depreciated and, therefore, we did not incur any depreciation expense for the current period.

 

 

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Other general and administrative expenses totaled $2,641 and $455 during the three-month periods ended January 31, 2014 and 2013, respectively.  Expenses in 2014 were higher due expenses related to fund raising efforts.

We recorded $43,801 and $8,844 in interest expense for the three-month periods ended January 31, 2014 and 2013, respectively.  The interest costs significantly increased for the 2014 period due to the increase in the Beneficial Conversion Feature amortization charge and assumption of additional debt.

Our net loss was $63,839 and $22,179 for three-month periods ended January 31, 2014 and 2013, respectively.

Six Months Ended January 31, 2014 and 2013.  Professional and consulting fees totaled $27,340 and $37,630 for the six-month periods ended January 31, 2014 and 2013, respectively.  Efforts to minimize expenses contributed to the improvement.

Travel expenses totaled $601 and $7,231 during the six-month periods ended January 31, 2014 and 2013, respectively.  Travel has been limited.

No depreciation was recorded during the six-month periods ended January 31, 2014 and 2013, as all of our equipment is now fully depreciated and, therefore, we did not incur any depreciation expense for the current period.

Other general and administrative expenses totaled $3,107 and $2,836 during the six-month periods ended January 31, 2014 and 2013, respectively.

We recorded $120,607 and $17,966 in interest expense for the six-month periods ended January 31, 2014 and 2013, respectively.  The interest costs significantly increased for the 2014 period due to the increase in the Beneficial Conversion Feature amortization charge and assumption of additional debt.

Our net loss was $151,656 and $65,663 for six-month periods ended January 31, 2014 and 2013, respectively.

Liquidity and Capital

For the period ended January 31, 2014, $42,000 was provided by financing activities and $30,315 was used in operating activities.

We had a deficiency in working capital of $401,536 at January 31, 2014, as compared to $328,180 at July 31, 2013.  The increase was primarily as a result of the amortization of debt discount related to the accrued interest and beneficial conversion feature on convertible promissory notes.

Going Concern

Our significant operating losses raise substantial doubt about our ability to continue as a going concern.  Historically, we have been able to raise additional funding sufficient to continue as a going concern.  We have incurred recurring losses, incurred liabilities in excess of assets over the past year, and have an accumulated deficit of $8,111,605.  Based upon current operating levels, we will be required to obtain additional capital or reconfigure our operations in order to sustain our operations through July 31, 2015.

Off Balance Sheet Arrangements

We do not have any material off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Not required for smaller reporting companies.

 

 

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As required by SEC rules, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures at the end of the period covered by this report.  This evaluation was carried out under the supervision and with the participation of our management, including our principal executive officer and principal financial officer.  Based on this evaluation, these officers have concluded that the design and operation of our disclosure controls and procedures were not effective to ensure that all required information is presented in our quarterly report in a timely manner.

Disclosure controls and procedures are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

During the fiscal quarter ended January 31, 2014, there were no other changes in our internal control over financial reporting or in other factors that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, except as described above.

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None.

Not required of smaller reporting companies.

There were no issues of Common Stock during the quarter ending January 31, 2014.

None.

Not applicable.

None.

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(1)	Filed as an exhibit to the Current Report on Form 8-K dated June 28, 2007, filed July 2, 2007.

(2)	Filed as an exhibit to the initial filing of the registration statement on Form SB-2, File No. 333-129398, on November 2, 2005.

(3)	Filed as an exhibit to the Current Report on Form 8-K dated July 31, 2007, filed August 6, 2007.

(4)	Filed as an exhibit to the Current Report on Form 8-K dated December 8, 2008, filed December 10, 2008.

(5)	Filed as an exhibit to the Current Report on Form 8-K dated December 15, 2008, filed December 17, 2008.

(6)	Filed as an exhibit to the Annual Report on Form 10-K for the fiscal year ended July 31, 2014, filed February 17, 2015.

*In accordance with Rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.