Management's Plan of Operation
The following discussion contains forward-looking statements. Forward-looking
statements give our current expectations or forecasts of future events. You can
identify these statements by the fact that they do not relate strictly to
historical or current facts. They use of words such as "anticipate", "estimate",
"expect", "project", "intend", "plan", "believe", and other words and terms of
similar meaning in connection with any discussion of future operating or
financial performance. From time to time, we also may provide forward-looking
statements in other materials we release to the public.
5
Overview
Worldwide Strategies Inc. is a digital health and fitness technology company
that provides fitness experiences and solutions through a mobile application
available on Apple iOS and Google Android devices. Our data-driven wellness
platform allows people to set and track fitness and nutrition goals, integrates
with wearable fitness devices and offers community features, enabling users to
compete and support each other as they work towards achieving their personal
fitness and wellness goals. We plan to develop our platform into a single
destination for fitness and wellbeing, offering content and products to our
users based on their specific needs on their personal health and wellness
journey.
Recent Developments
On October 22, 2022, we successfully terminated a license agreement for certain
intellectual property we had previously licensed and had not been able to
commercialize. In connection with the termination of the license we were able to
cancel 90,000 shares of our issued and outstanding Series B Preferred Stock and
1.2 million issued and outstanding shares of Series A Preferred stock;
subsequent to the termination of the license agreement.
We successfully negotiated an amendment to our asset purchase agreement with
Fitwell Limited, to remove the financing contingency and accelerate the closing
of the purchase of the Fitwell assets. As of October 18, 2022, we successfully
completed the purchase of the Fitwell assets, which includes a copy of the
source code and data sets for a comprehensive health and fitness platform. In
connection with the purchase of the Fitwell assets, we issued a promissory note
for $0.5 million and issued 2 million shares of common stock as consideration
for the purchase, and an additional 2.8 million shares for services rendered,
and to be rendered in the future, for the benefit of the Company.
Significant Recent Developments Regarding COVID-19
During March 2020, a global pandemic was declared by the World Health
Organization related to the rapidly spreading outbreak of a novel strain of
coronavirus designated COVID-19. The pandemic has significantly impacted
economic conditions in the United States. The long-term impact of COVID-19 on
the economy and on our business remains uncertain, the duration and scope of
which cannot currently be predicted. Please refer to the matters discussed under
the caption "Risk Factors".
Results of Operations During the Year Ended July 31, 2022 As Compared to The
Year Ended July 31, 2021
Net Loss
For the years ended July 31, 2022 and 2021 we incurred net losses of
approximately $79,000 and $1.4 million respectively.
Revenue
For the years ended July 31, 2022 and 2021, we generated no revenue.
Expenses
For the years ended July 31, 2022 and 2021, we incurred expenses of
approximately $79,000 and $1.4 million respectively. The decrease of $1.3
million in expenses for the year ended July 31, 2022 was primarily related to
stock compensation expense of approximately $1.3 million for the year ended July
31, 2021. For the years ended July 31, 2022 and 2021 we incurred interest
expense of approximately $50,000 and $48,000 primarily in relation to the
promissory notes outstanding.
Liquidity
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 years ended July 31, 2022 and 2021 we incurred net losses of
approximately $79,000 and $1.4 million respectively. As of July 31, 2022 and
2021, we had no cash on hand and current liabilities of $1.0 million and $0.9
million. During the year ended July 31, 2022 our CEO and CFO provided loans to
us in the amount of approximately $30,000.
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.
6
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.
Going Concern
The report of our independent registered public accounting firm on the financial
statements for the years ended July 31, 2022 and 2021, includes an explanatory
paragraph relating to the uncertainty of our ability 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 $15.5 million.
Based upon current operating levels, we will be required to obtain additional
capital in order to sustain our operations through July 31, 2023.
Critical Accounting Policies and 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.
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:
· 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.
Off-Balance Sheet Arrangements
As of July 31, 2022 and 2021, we did not have any off-balance sheet arrangements
as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the
Securities Act of 1934.
Contractual Obligations and Commitments
As of July 31, 2022 and 2021, we did not have any contractual obligations.
© Edgar Online, source Glimpses
WORLDWIDE STRATEGIES, INC. 
