WORLDWIDE STRATEGIES INC - Quarter Report: 2023 January (Form 10-Q)

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

Commission File Number: 000-52362

WORLDWIDE STRATEGIES INC.

(Exact Name of Registrant as Specified in its Charter)

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 ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or, an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company”, in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) 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 ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act:           None

Securities registered pursuant to Section 12(g) of the Act:

As of March 13, 2023, there were 26,580,678 shares of the registrant’s common stock, $0.001 par value, outstanding.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

Worldwide Strategies, Inc.

Balance Sheets

January 31, 2023 and July 31, 2022

Worldwide Strategies, Inc.

Statements of Operations

For the three and six months ended January 31, 2023 and 2022

(Unaudited)

Worldwide Strategies, Inc.

Statements of Comprehensive Loss

For the three and six months ended January, 2023 and 2022

(Unaudited)

Worldwide Strategies, Inc.

Statements of Changes in Stockholders’ Deficit

For the three and six months ended January 31, 2023 and 2022

(Unaudited)

Worldwide Strategies, Inc.

Statements of Cash Flows

For the six months ended January 31, 2023 and 2022

Worldwide Strategies, Inc.

NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JANUARY 31, 2023 and 2022

(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. On July 10, 2019, the Company filed a Certificate of Reinstatement with the state of Nevada. Today, the Company operates the Fitwell app, a mobile fitness and wellness software platform which includes mobile apps native to the iOS and Android operating systems. The software enables video-based fitness curriculums, which provide beginner, intermediate and advanced cardiovascular and strength training programs, in easy to follow short-format instructional videos. Currently, content on our mobile app is available on a freemium model, with a small library of content offered for free, and unlimited access offered on a subscription basis.

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.

Foreign Currency

The Company translates all assets and liabilities of foreign amounts to U.S. dollars at the current exchange rate as of the applicable balance sheet date. Revenue and expenses are translated at the average exchange rate prevailing during the period in which the transactions occur. The effects of foreign currency translations are recorded in accumulated other comprehensive income (loss) as a separate component of stockholders’ equity in the accompanying balance sheets. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency of the recording entity are presented as other income (expense) in the statements of operations.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets. Maintenance and repairs that do not extend the life or improve an asset are expensed in the period incurred.

The estimated useful lives of property and equipment are as follows: 

Revenue Recognition

The Company recognizes revenue from services in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, the Company recognizes revenue when or as the Company’s performance obligations are satisfied by transferring control of the promised services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the Company performs the following five steps as prescribed by ASC 606:

The Company applies the five-step model to contracts when it is probable that it will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determine those that are performance obligations and assess whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

Revenue is primarily derived in the form of recurring subscriptions. Subscription revenue is presented net of taxes, refunds and credit card chargebacks. This revenue is initially deferred and is recognized using the straight-line method over the term of the applicable subscription period.

As permitted under the practical expedient available under ASC 606, the Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less.

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 six months ended January 31, 2023 and 2022. Excluded from the weighted average common shares outstanding amount is convertible preferred stock equivalent to 204 million shares and convertible debt equivalent to 47.3 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

On August 1, 2012, the Company adopted ASC 820, Fair Value Measurements and Disclosures. 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:

The following tables represent our assets and liabilities by level measured at fair value on a recurring basis at January 31, 2023 and July 31, 2022: 

Reclassifications

Certain reclassifications have been made to the prior year presentation to conform to the current year presentation.

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 six months ended January 31, 2023 and 2022 we incurred net losses of approximately $388,000 and $42,000 respectively. As of January 31, 2023, we had no cash on hand and current liabilities of approximately $1.6 million. As of July 31, 2022, we had no cash on hand and current liabilities of approximately $1.0 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 – Property and Equipment

On October 18, 2022 the Company entered into an asset purchase agreement with Fitwell Limited, for the purchase of a copy of its native mobile fitness application. The purchase price for the software application was $0.5 million to be payable upon the earlier of October 18, 2023 or the Company completing a capital raise, under Regulation A which generates no less than $2 million in proceeds to the Company and shares of the Company in the amount of $0.5 million. On October 18, 2022 and in connection with the purchase of the Fitwell assets, the Company issued a promissory note for $0.5 million and issued approximately 2 million shares of common stock as consideration.

Property and equipment represents purchased software which had a cost of approximately $684,000 and accumulated depreciation of approximately $64,000 as of January 31, 2023.

Note 5 – Related party transactions

The Company’s CFO has provided office space at no cost to the Company. Our CEO and CFO incurred expenses on behalf of the Company amounting to approximately $36,000 during the six months ending January 31, 2023. As of January 31, 2023 total amounts due to our CEO and CFO are approximately $81,000. These amounts are due on June 30, 2023 and bear interest at eight percent per annum.

As of January 31, 2023 and July 31, 2022, 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 6 – Convertible Notes Payable

The Company has convertible promissory notes that in the aggregate result in a principal outstanding balance of $161,000 as of January 31, 2023 and July 31, 2022, 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 $158,000 as of January 31, 2023 and July 31, 2022, 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 January 31, 2023 and July 31, 2022, 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 $45,000 as of January 31, 2023 and July 31, 2022, 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 January 31, 2023 and July 31, 2022, 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 $447,000 and $423,000 as of January 31, 2023 and July 31, 2022, 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.

Notes Payable

In October 2022 we entered into a promissory note in the amount of $0.5 million in connection with the purchase of software from Fitwell Limited. The promissory note bears interest at one-tenth of one percent per annum and is due and payable upon the earlier of October 18, 2023 or the Company completing a capital raise, under Regulation A which generates no less than $2 million in proceeds to the Company and shares of the Company in the amount of $0.5 million. As this note is a related party note, the Company imputes interest at 8% per annum which was approximately $10,000 for the three and six months ended January 31, 2023.

Note 7 – 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. The Company's Board of Directors may divide and issue the preferred shares in series. Each Series, when issued, shall be designated to distinguish them from the shares of all other series. The relative rights and preferences of these series include preference of dividends, redemption terms and conditions, amount payable upon shares of voluntary or involuntary liquidation, terms and condition of conversion as well as voting powers.

Series A Preferred Stock

The Company is authorized to issue 5,000,000 shares of Convertible Series A Preferred Stock at a par value of $0.001. Each share of Series A Preferred Stock is convertible into 6.25 shares of common stock at the election of the holder. Each Series A share is entitled to 6.25 votes in any vote of the common stock holders. Series A shares are redeemable by the Company at $.50 per share with 15 days written notice. Series A shares are entitled to a 5% dividend preference and a participation interest in the remaining 95% dividend. On October 22, 2022, approximately 1.2 million shares of Series A Preferred Stock were cancelled pursuant to the termination of a license agreement for intellectual property.

Series B Preferred Stock

The Company is authorized to issue 5,000,000 shares of Convertible Series B Preferred Stock at a par value of $0.001. Each share of Series B Preferred Stock is convertible into 1,000 shares of common stock at the election of the holder. On October 22, 2022, approximately 90,000 shares of Series B Preferred Stock were cancelled pursuant to the termination of a license agreement for intellectual property.

Common stock

As of January 31, 2023 and July 31, 2022, the Company was authorized to issue 975,000,000 shares of common stock respectively. During October 2022, the Company issued approximately 2 million shares in connection with the purchase of software from Fitwell Limited. These shares were valued based on the stock price on the date of grant for an aggregate consideration of approximately $108,000. In addition, we issued 4.8 million restricted shares for services rendered to certain individuals and recognized stock compensation of approximately $257,000 which represented the total grant value on the date of grant.

Total shares outstanding at January 31, 2023 and July 31, 2022 were 26,580,678 and 19,830,679, respectively.

Note 8 - 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 January 31, 2023, 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 January 31, 2023 and July 31, 2022. The Company had no uncertain tax positions as of January 31, 2023 and July 31, 2022.

Note 9 - Supplemental Disclosure of Noncash Activities

As noted in Note 4, the Company purchased software from Fitwell Limited in the amount of approximately $684,000 through the issuance of common shares and promissory notes.

Cautionary Statement Regarding Forward-Looking Statements

This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward looking statements. Forward-looking statements are not statements of historical facts, but rather reflect our current expectations concerning future events and results. The words “may,” “will,” “anticipate,” “should,” “would,” “believe,” “contemplate,” “could,” “project,” “predict,” “expect,” “estimate,” “continue,” and “intend,” as well as other similar words and expressions of the future, are intended to identify forward-looking statements.

Factors that may cause actual results to differ from those results expressed or implied, include, but are not limited to, those listed under “Risk Factors” in our Registration Statement on Form 10-K for the year ended July 31, 2022 filed by the Company with the Securities and Exchange Commission (the “SEC”) on October 29, 2021.

These forward-looking statements generally relate to our plans, objectives and expectations for future events and include statements about our expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. These statements are based upon our opinions and estimates as of the date they are made. Although we believe that the expectations reflected in these forward-looking statements are reasonable, such forward-looking statements are subject to known and unknown risks and uncertainties that may be beyond our control, which could cause actual results, performance and achievements to differ materially from results, performance and achievements projected, expected, expressed or implied by the forward-looking statements.  While we cannot assess the future impact that any of these differences could have on our business, financial condition, results of operations and cash flows or the market price of shares of our common stock, the differences could be significant. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this report and you are urged to consider all such risks and uncertainties. In light of the uncertainty inherent in such forward-looking statements, you should not consider their inclusion to be a representation that such forward-looking matters will be achieved. 

General Overview

Today, the Company operates the Fitwell app, a mobile fitness and wellness software platform which includes mobile apps native to the iOS and Android operating systems. The software enables video-based fitness curriculums, which provide beginner, intermediate and advanced cardiovascular and strength training programs, in easy to follow short-format instructional videos. Currently, content on our mobile app is available on a freemium model, with a small library of content offered for free, and unlimited access offered on a subscription basis.

The platform also includes a comprehensive food library with meal and calorie tracking, a pedometer to track steps taken each day, artificial intelligence based coaching functionality, community-based features to provide peer-based encouragement, and leaderboards to measure your progress against other users. The platform integrates with wearable fitness devices, such as the Apple Watch and aggregates and tracks collected health and fitness data. The app facilitates communication through push notifications as well as content and information features integrated seamlessly within the UX (user experience). In addition to the feature rich experience, the platform provides for robust data capture and tracking which allows us to provide a highly customized user experience which is intended to maximize users’ fitness and wellness outcomes.

How We Generate Revenue

We monetize both the Ftiwell via a freemium model where the use of our service is free and a subset of our users pay for subscriptions to access premium features. These features maximize the probability of developing meaningful progress towards their overall health and wellness goals, improving their experience and saving them valuable time. These subscription plan offerings currently include 1-month, 3-month, or 12-month packages.

Results of operations

Three months ended January 31, 2023 compared to the three months ended January 31, 2022

Revenue

For the three months ended January 31, 2023 and 2022, we generated approximately $6,800 and $0 in revenue. The increase in revenue is attributable to revenue recognized from subscriptions on the Fitwell app.

Cost of revenue

For the three months ended January 31, 2023 and 2022, cost of revenue was approximately $21,000 and $0. The increase in cost revenue is attributable to hosting and maintenance costs associated with the Fitwell app.

Depreciation

For the three months ended January 31, 2023 and 2022, depreciation was approximately $57,000 and $0, respectively. The increase in depreciation is attributable to depreciation recorded as a result of the software purchased in connection with the Fitwell app.

General and Administrative Expenses

For the three months ended January 31, 2023 and 2022 we incurred expenses of approximately $4,000 and $3,000, respectively which was primarily related to professional fees.

Interest expense

For the three months ended January 31, 2023 and 2022 we incurred expenses of approximately $23,000 and $12,000, respectively which was primarily related to outstanding promissory notes that are stale dated.

Net Loss

For the three months ended January 31, 2023 and 2022 we incurred net losses of approximately $98,000 and $15,800 respectively. The increased net loss is primarily related to increased expenses related to our Fitwell app.

Six months ended January 31, 2023 compared to the six months ended January 31, 2022

Revenue

For the six months ended January 31, 2023 and 2022, we generated approximately $6,800 and $0, respectively in revenue. The increase in revenue is attributable to revenue recognized from subscriptions on the Fitwell app.

Cost of revenue

For the six months ended January 31, 2023 and 2022, cost of revenue was approximately $22,000 and $0, respectively. The increase in cost revenue is attributable to hosting and maintenance costs associated with the Fitwell app.

Depreciation

For the six months ended January 31, 2023 and 2022, depreciation was approximately $64,000 and $0, respectively. The increase in depreciation is attributable to depreciation recorded as a result of the software purchased in connection with the Fitwell app.

General and Administrative Expenses

For the six months ended January 31, 2023 and 2022 we incurred expenses of approximately $273,000 and $3,000, respectively which was primarily related to unrestricted stock grants and professional fees.

Interest expense

For the three months ended January 31, 2023 and 2022 we incurred expenses of approximately $36,000 and $25,000, respectively which was primarily related to outstanding promissory notes that are stale dated.

Net Loss

For the three months ended January 31, 2023 and 2022 we incurred net losses of approximately $388,000 and $42,000 respectively. The increased net loss is primarily related to increased expenses related to our Fitwell app.

Financial condition

Liquidity and Capital Resources

Currently, we rely on our management to provide us with the capital needed to run our business on a day-to-day basis.

For the six months ended January 31, 2023 and 2022 we incurred net losses of approximately $388,000 and $42,000 respectively. As of January 31, 2023 we had no cash on hand and current liabilities of $1.6 million. As of July 31, 2022, we had no cash on hand and current liabilities of $1.0 million.

We will seek additional funds through equity or debt financing, collaborative or other arrangements with corporate partners, licensees or others, and from other sources, which may have the effect of diluting the holdings of existing shareholders. The Company has no current arrangements with respect to, or sources of, such additional financing and we do not anticipate that existing shareholders will provide any portion of our future financing requirements.

No assurance can be given that additional financing will be available when needed or that such financing will be available on terms acceptable to the Company. If adequate funds are not available, we may be required to delay or terminate expenditures for certain of its programs that it would otherwise seek to develop and commercialize. This would have a material adverse effect on the Company.

Not required.

The Company’s principal executive officer and principal financial officer, with the assistance of other members of the Company’s management, have evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report. Based upon such evaluation, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures are not effective as of the end of the period covered by this quarterly report.

The Company’s principal executive officer and principal financial officer have also concluded that there was no change in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended January 31, 2023 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Purchases of Equity Securities

We did not, nor did any affiliated purchaser, make any repurchases of our securities during the six months ended January 31, 2023.

None

*Filed herewith

**Previously filed

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.