Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-258341
PROSPECTUS
(SUPPLEMENT)
Wikisoft Corp.
4,500,000 Shares of Common Stock
This prospectus supplement
amends and supplements the prospectus dated July 26, 2021, as amended on November 17, 2021 (as supplemented or amended from time to
time, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (No. 333-258341). This prospectus
supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Annual
Report on Form 10-K for the period ended December 31, 2021, filed with the Securities and Exchange Commission on March 4, 2022 (the “Annual Report”). Accordingly,
we have attached the Annual Report to this prospectus supplement.
This prospectus relates to the
resale of up to 4,500,000 shares of common stock, issuable to White Lion Capital, LLC (“White Lion”), the selling stockholder,
pursuant to a “Purchase Notice” under a Common Stock Purchase Agreement (the “Purchase Agreement”), dated May
10, 2021, as amended on November 4, 2021, that we entered into with White Lion. The Purchase Agreement permits us to issue Purchase Notices
to White Lion for up to twenty million dollars ($20,000,000) in shares of our common stock through December 31, 2022 or until $20,000,000
of such shares have been subject of a Purchase Notice.
The selling stockholder may
sell all or a portion of the shares being offered pursuant to this prospectus at fixed prices, at prevailing market prices at the time
of sale, at varying prices or at negotiated prices.
White Lion Capital, LLC is an
underwriter within the meaning of the Securities Act of 1933, and any broker-dealers or agents that are involved in selling the shares
may be deemed to be “underwriters” within the meaning of the Securities Act of 1933 in connection with such sales. In such
event, any commissions received by such broker-dealers or agents, and any profit on the resale of the shares purchased by them, may be
deemed to be underwriting commissions or discounts under the Securities Act of 1933.
Our common stock is quoted on
the OTC Markets under the symbol “WSFT.” On March 8, 2022, the reported closing price of our common stock was $0.0325
per share. Prior to this offering, there has been a very limited market for our securities. There is no guarantee that an active trading
market will develop in our securities.
We will not receive any proceeds
from the sale of shares of our common stock by the selling stockholder. However, we will receive proceeds from the sale of shares of
our common stock pursuant to our exercise of the Purchase Notice right offered by White Lion Capital, LLC. We will pay for expenses of
this offering, except that the selling stockholder will pay any broker discounts or commissions or equivalent expenses and expenses of
its legal counsel applicable to the sale of its shares.
There are no arrangements to
place the funds received in an escrow, trust, or similar arrangement and the funds will be available to us following deposit into our
bank account.
We are an “emerging growth
company” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”). Investing in our shares involves a high
degree of risk. BEFORE BUYING ANY SHARES, YOU SHOULD CAREFULLY READ THE DISCUSSION OF MATERIAL RISKS OF INVESTING IN OUR SHARES IN
“RISK FACTORS” BEGINNING ON PAGE 4 OF THIS PROSPECTUS.
We have not authorized any dealer,
salesman or other person to give any information or to make any representation other than those contained or incorporated by reference
in this prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus.
Neither the Securities and
Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus
supplement is March 9, 2022
25
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☑
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 2021
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission File Number: 000-56239
Wikisoft Corp. |
(Exact name of registrant as specified in its charter) |
nevada |
|
|
35-2675388 |
(State or other jurisdiction of incorporation or organization) |
|
|
(I.R.S. Employer Identification No.) |
315 Montgomery Street |
|
|
San Francisco, CA |
|
94104 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
800-706-0806 |
(Registrant’s telephone number, including area code) |
Securities registered pursuant to Section
12(b) of the Act:
Title of Each Class |
|
Trading Symbol |
|
Name of each Exchange on which registered |
N/A |
|
N/A |
|
N/A |
Securities registered pursuant to Section 12(g) of the Act: Common
stock, $.001 par value
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
No ☑
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
No ☑
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 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 such files). Yes ☑ No
☐
Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, 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.
☐
Large accelerated Filer |
☐ Accelerated
Filer |
☒ Non-accelerated
Filer |
☒ Smaller
reporting company |
|
☒
Emerging growth company |
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 has
filed a report on and attestation to its management’s assessment of
the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. [ ]
Auditor
Name: Boyle CPA, LLC |
|
Auditor Firm ID: 6285 |
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐
No ☑
The aggregate market value of the voting and non-voting
common stock held by non-affiliates of the registrant as of June 30, 2021, the last business day of the registrant’s last completed
second quarter, based upon the closing price of the common stock of $1.82 on such date is $19,281,420.
As of February 28, 2022, there were 98,288,209 shares
of the issuer’s common stock, par value $0.001, issued and outstanding.
TABLE OF CONTENTS
CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS
Some of the statements contained
in this Annual Report on Form 10-K of Wikisoft Corp. (hereinafter the “Company,” “Wikisoft,” “we,”
“us” or “our”) discuss future expectations, contain projections of our plan of operation or financial condition
or state other forward-looking information. In this Annual Report, forward-looking statements are generally identified by the words such
as “anticipate,” “plan,” “believe,” “expect,” “estimate” and the like. Forward-looking
statements involve future risks and uncertainties, there are factors that could cause actual results or plans to differ materially from
those expressed or implied. These statements are subject to known and unknown risks, uncertainties, and other factors that could cause
the actual results to differ materially from those contemplated by the statements. The forward-looking information is based on various
factors and is derived using numerous assumptions. A reader should not place undue reliance on these forward-looking statements, which
apply only as of the date of this Annual Report. Important factors that may cause actual results to differ from projections include, for
example:
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the success or failure of management’s efforts to implement the Company’s business plan; |
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the ability of the Company to fund its operating expenses; |
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the ability of the Company to compete with other companies that have a similar business plan; |
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the effect of changing economic conditions impacting our plan of operation; and |
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the ability of the Company to meet the other risks as described elsewhere in this filing and as may be described in future filings with the SEC. |
Readers are cautioned not to place
undue reliance on the forward-looking statements contained herein, which speak only as of the date hereof. We believe the information
contained in this Form 10-K to be accurate as of the date hereof. Changes may occur after that date. We will not update that information
except as required by law in the normal course of our public disclosure practices. Additionally, the discussion regarding our financial
condition and results of operations should be read in conjunction with the financial statements and related notes included in this Form
10-K.
PART I
ITEM 1. BUSINESS.
Business Overview
Wikisoft Corp. has a vision to
become one of the largest big data providers of information for businesses. Our portal, which initially launched in January 2018, is called
wikiprofile.com and seeks to provide information on companies, business people and investors.
Our
website portal is currently operational and was relaunched in its beta form on June 1, 2021. At this time, we are focused on applying
product improvements from beta-user feedback, establishing a maintenance and support cadence and developing new features and functionalities.
Product design and strategy decisions rest with our European team and are actioned by our software developers based in India.
In Q1 2022 we commenced development
on a new platform named Wikifunding, a website aimed to accelerate matching startups with investors. With the February 28, 2022 acquisition
of a majority interest in Etheralabs LLC, a New York City based venture lab and ecosystem that invests in, builds, and deploys disruptive
technologies across the Blockchain space, Wikisoft´s vision is to combine the company’s massive amount of data on startups,
funds and investors with Etheralabs’ disruptive Blockchain technology to accelerate finance partnerships between startups and investors.
Since June 1, 2021, testing of
the beta site and a stabilization period was commenced. New features and improvements have been implemented, which include but are not
limited to: Company reviews, improved sign-up process with an automatic look-up to make it easy to join the platform free of charge and
advanced filtering options and search algorithms to give more relevant results. Since relaunch of site, we have had continuous growth
of business profiles and the total number of profiles exceeds 175 million. The number include claimed and unclaimed company and people
profiles. We expect to test, refine and roll out commercial products including Lead generation and Newswire in the FY 2022.
We expect that IT development
will continue to utilize existing development capability. Additional developers will be hired if required for enhancements in crawling
and frontend development of business logic and new commercial products. We also expect to commence marketing activities seeking to generate
additional users and sign ups to our website platform. The main drivers will be email, search engine marketing and Search Engine Optimization.
We plan to generate revenues primarily
from subscription on premium profiles on our websites. We also further plan to generate revenues by charging for access to certain information
and premium features on our platform such as press wires and lead generation on prospects whether it is investors, suppliers, employees
or future partners.
Our
offices are located at 315 Montgomery Street, San Francisco, CA 94104, and our telephone number is 800-706-0806. Our website address is
www.wikiprofile.com and wikisoft.com and our email address is investor@wikisoft.com. We also currently
have websites at the following website addresses: Wikisoft.com, wikicareer.com, wikiinvestor.org, wikihired.com, wikiinvestment.com platform
wikifunding.com, which redirect the user to our investor site wikisoft.com or our flagship website wikiprofile.com or upcoming platform
wikifunding.com. Information contained on, or accessible through,
all of the foregoing websites is not a part of, and is not incorporated by reference into, this Annual Report on Form 10-K.
Value Proposition
In today’s fast-moving
business world of increasing globalization, Wikisoft leverages big data and associated insights from business datasets to improve performance.
In line with this new
phase of globalization, Wikisoft believes that there is a growing demand for access to credible and reliable business data. Data is essential
to creating the complete view of customers, prospects, investors, suppliers, and partners necessary to power the right decisions.
Our Vision and Strategy
Our
vision is to create opportunity globally by collecting precise data, curating it, verifying it and putting it the hands of professionals
and businesses as consumable business intelligence. We believe in the power of Wikisoft to collect massive amounts of data and deliver
it to businesses curated, credible and reliable.
We have not yet generated any
revenue from our platform. However, we believe that Wikisoft’s competitive strengths within this industry include but are not limited
to:
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Large global business database that can be used for Marketing & Sales; |
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Highly scalable setup geared towards the future growth journey; |
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Limited operational cost geared for growth; |
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Data crawled, verified & updated daily; and |
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Disruptive business model with low entrance barrier. |
We believe that trusted
business information is more relevant than ever to provide a complete view of customers, prospects,
investors, suppliers, and partners necessary to power the right decisions.
Our
strategy is focused on key value propositions for both non-paying users and paying users. We plan to generate revenues primarily from
subscription on premium profiles, news wires and providing leads on prospects whether it is on future investors, suppliers, employees
or partners on our website platforms. We also further plan to generate revenues by charging users of our website platform for access to
certain information and features on our platform, as described further below.
Our Website Portals and How we Plan to Generate
Revenue
On our platforms users are able
to freely search the portals and all content is collected and updated in real-time. Our platforms are developed on multiple databases
that provide the foundation for our Wikiprofile and upcoming Wikifunding platforms. The scalable microservice architecture aims to remove
the load pressure from a server-oriented focus and utilizes the resources on various browsers to deliver a user experience with modern
well performing page speed due to architecture. The architecture is designed to make the web faster, more secure, and easier to scale.
Using proprietary crawler technology, the databases automatically collect information on newly found entities, seeking to have an up to
date database.
On the platform users are able
to freely search the portal and most of our products at no cost. The plan is to generate consumer usage and with the belief that our upcoming
planned premium business model and paid products drives the most value for business professionals and businesses.
We expect that the completed platforms
will create value for our customers through three distinct planned product lines:
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Wiki Businesss Profiles
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Wiki Lead Generation
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Wiki Press Wire
Wiki Business Profiles
The Wiki Business Profiles include
a free basic profile and allow business professionals and companies to highlight their online brand to create awareness and provide useful
business information. We believe that the profile will also help companies and business professionals to build trust that will attract
new customers better employees and for business professionals to get job proposals. We plan to have additional features like premium ranking,
contact information, data insights to make research and to ensure the right decision making when choosing to invest in a company or choosing
a new employer or supplier. We have not yet decided the fees we will charge for such additional features.
Wiki Lead Generation
Wiki Lead Generation
is planned to include packages of leads to get essential business information to create the complete
view of customers, prospects, investors, suppliers, and partners necessary to power the right decisions. The information in the lead packages
will include the ability to communicate directly and get information such as name, location, industry, key employees, phone number, contact
email, among others. The data may be imported into Excel or a CRM platform.
Wiki Press Wire.
Wiki Press Wire, an AmpliFi
press release distribution service, available through the acquisition of Etheralabs is expected
to be accessible to the more than 90 million businesses now held in the Wikisoft database. The press wire will be published and
distributed into the most important news databases and news wires to reach journalists, investors and media influencers. Furthermore
the news wire is expected to attain long-term visibility in search engines and include SEO benefits at a Cost-effective and affordable
budget to small and medium sized companies.
Personnel
Our Chairman, Paul Quintal, is
responsible for leading the Company’s Board, of which he is currently the sole member, and focusing on strategic matters, overseeing
the Company’s business and setting high governance standards. Our Chief Executive Officer, Carsten Kjems Falk, is overall accountable
for strategy and general daily management of operations. Our IT manager, Dinesh Shanmugam, is responsible for IT development and architecture
in our Company. He is assisted by in-house and independent contractors for IT development.
Plan of Operations
For the 2022 fiscal year, we expect
to require a minimum of $500,000 in operating funds. The source of such funds is anticipated to be from capital raised from third parties.
The founder Rasmus Refer, who owns 3.5% of the Company’s issued and outstanding common stock as of the date of this report, pursuant
to a Revolving Credit Facility Agreement (the “Credit Agreement”) between him and the Company, dated December 30, 2020, has
agreed to make unsecured loans and extensions of credit available to the Company of up to $1,000,000, as requested by the Company under
the Credit Agreement, to implement the Company’s plan of operations if we are unable to raise sufficient funds from other sources.
If we are able to raise funds
from third parties exceeding $500,000, we plan to accelerate our plan of operations as much as possible consistent with the amount of
funds raised and the Company’s strategy. We would need approximately $3-5,000,000 representing the optimal level of funds to maximize
our platform development efforts and provide the best opportunity to accelerate growth and roll out globally our business plan.
First Half of 2022
In the first half of 2022, we
plan to further develop Wikiprofile.com and launch organization hierarchy to company profiles so users can see employees working in the
company to complement our planned lead generation product. Furthermore, we anticipate implementing payment gateway to test the first commercial
products for lead generation and presswire service. We expect to launch wikifunding.com and make backend integrations with Etheralabs´
services to utilize synergies from the acquisition. We anticipate hiring additional developers to accelerate development. We expect that
the total cost for the foregoing activities will be an estimated amount of $200,000.
Second Half of 2022
In the second half of 2022 we
plan to further develop Wikiprofile.com and Wikifunding. The main focus will be backend integrations with Etheralabs´ services to
utilize synergies, data collection and refining our commercial products for lead generation and press wire service. We anticipate hiring
a customer service manager to ensure optimization of products and to ensure customer satisfaction and get customer feedback to optimize
commercial packages. We expect that the total cost for the foregoing activities will be an estimated amount of $300,000.
If we are able to
raise funds from third parties exceeding $500,000, we plan to accelerate our plan of operations as much as possible consistent with the
amount of funds raised and the Company’s strategy.
Achievement of the foregoing plan
of operations will depend highly on our funds and the availability of those funds and accordingly there can be no assurance that we can
implement the foregoing as planned or at all.
2021 and YTD 2022
Through 2021 and YTD 2022, the
Company has completed the following:
Form-10 effectiveness
The Company filed a Registration
Statement on Form 10 with the SEC on January 6, 2021 to register its common stock under the Exchange Act. The Company’s Registration
Statement on Form 10 went effective on February 12, 2021, and the Company is now subject to reporting obligations with the SEC. The Company’s
management sees this as an important and essential step in our commitment to provide our investors with transparency and accountability.
Redemption Agreement
On February 18, 2021, the Company
entered into a Stock Redemption Agreement (the “Redemption Agreement”) with Saqoia, Inc. (“SI”), an entity which
is owned and controlled by Rasmus Refer. Pursuant to the Redemption Agreement, the Company agreed to purchase, and SI agreed to sell,
14,000,000 shares (the “Shares”) of the Company’s common stock held by SI to the Company in exchange for $1.00, with
the Shares then being returned to the Company’s authorized, but unissued shares of common stock. Rasmus Refer was previously the
Chief Executive Officer of the Company from April 2019 to August 2020 and Director of the Company from April 2019 to November 2020. Prior
to the Redemption Agreement, SI held 86,895,078 shares of the Company’s common stock, and after the Redemption Agreement, SI held
72,895,078 shares of the Company’s common stock of which Mr. Refer has voting and dipositive power.
On July 8, 2021, SI agreed to
donate its 72,895,078 shares of common stock in our company to Modern Art Foundation Inc. Mr. Refer now currently holds 3,400,000 shares
of our common stock in his own name of which he has voting and dipositive power.
Investor Website
The Company investor relations
website www.wikisoft.com launched on February 22, 2021 intends to provide transparency and disclosure about our Company consistent with
the information disclosed in our filings with the Securities and Exchange Commission. The company has started to collect permissions and
subscribers to communicate company updates with interested parties. The information on our website is not made part of this Annual Report.
Purchase Agreement with White Lion Capital, LLC
The Purchase Agreement signed
on May 10, 2021 provides that the Company has the right, but not the obligation to cause White Lion Capital, LLC to purchase up to
$20,000,000 (the "Commitment Amount") of the Company's common stock, from time to time, during the commitment period, which
starts on the date of execution of the Purchase Agreement and terminates on the earlier of, the date where the Commitment Amount is purchased
or December 31, 2022, at a purchase price as set forth in the Purchase Agreement.
The Company intends to use the
net proceeds from the Purchase Agreement for the expansion of working capital and other general corporate purposes in accordance with
its business strategy.
Subsequently, on November 4, 2021,
the Company and White Lion amended the Purchase Agreement to remove the Floor Price of $0.25, such that the Company may put amounts to
White Lion in accordance with the Purchase Agreement even where the price of the Company’s common stock falls below $0.25.
Relaunch of Wikiprofile
We launched a redesigned post-beta
version of our flagship website wikiprofile.com on June 1, 2021. The beta-site testing was followed by a stabilization period. New
features and functionalities were developed in Q2 2021. Marketing activities seeking to generate new users and sign ups to our website
platform will be commenced in 2022. The main drivers will be email, search engine marketing and Search Engine Optimization.
Purchase Agreement with Triton funds, LP
On June 8, 2021, the Company entered
into a Common Stock Purchase Agreement (the “CSPA”) with Triton Funds, LP, a Delaware limited partnership (“Triton Funds”),
an unrelated third party. Subject to the terms and conditions set forth in the amended CSPA.
Pursuant to the CSPA, Triton
Funds agreed to purchase Seven Hundred and Fifty Thousand Dollars ($750,000) worth of shares of the Company’s common stock after
a Registration Statement is declared effective by the Securities and Exchange Commission (the “SEC”) at a fixed price of $1.50
per share.
Pursuant to an amendment
to the CSPA, Triton Funds agreed to purchase One Million Dollars ($1,000,000) worth of shares of the Company’s common stock, in
tranches of up to $100,000, after a Registration Statement is declared effective by the SEC at purchase price equal to 85% of the lowest
daily Volume Weighted Average Price of the Company’s common stock five (5) business days prior to each closing.
Upgraded to OTCQB
On
August 17, 2021 the company was upgraded from OTC Pink to trading on the OTCQB® Venture
Market (the “OTCQB”) under the symbol “WSFT”. The OTCQB® Venture Market is the premier marketplace for entrepreneurial
and development stage US and international companies that are committed to providing a high-quality trading and information experience
for their US investors. To be eligible, companies must be current in their financial reporting, pass a minimum bid price test, and undergo
an annual company verification and management certification process. The OTCQB quality standards provide a strong baseline of transparency,
as well as the technology and regulation to improve the information and trading experience for investors.
Acquisition of Etheralabs LLC
On February 28, 2022 the
company entered into a definitive agreement to acquire 51% of Etheralabs LLC a New York City based venture lab and ecosystem that invests
in, builds, and deploys disruptive technologies across the Blockchain space and The transaction includes a global access to Etheralabs´
full stack of technologies across the Blockchain and global funding landscape. Etheralabs ecosystem allows development and finance partnerships
throughout the blockchain world and beyond, and connects the blockchain community, investors and venture capital to relevant data intelligence
and direct investment opportunities. Wikisoft intends to ensure that Etheralabs future product and technology roadmap supports wikiprofile.com
and the upcoming Wikifunding platform aiming to accelerate matching investors to startups.
Intellectual Property
In Q1 2022 we commenced development
on a new platform named Wikifunding, a website aimed to accelerate matching startups with investors. With the February 28, 2022 acquisition
of a majority interest in Etheralabs LLC, a New York City based venture lab and ecosystem that invests in, builds, and deploys disruptive
technologies across the Blockchain space, Wikisoft´s vision is to combine the company’s massive amount of data on startups,
funds and investors with Etheralabs’ disruptive Blockchain technology to accelerate finance partnerships between startups and investors.
We expect that IT development
will continue to utilize existing development capability. Additional developers will be hired if required for enhancements in crawling
and frontend development of business logic and new commercial products. We also expect to commence marketing activities seeking to generate
additional users and sign ups to our website platform. The main drivers will be email, search engine marketing and Search Engine Optimization.
While
the Company uses reasonable efforts to protect its trade and business secrets, the Company cannot assure that its employees, consultants,
contractors or advisors will not, unintentionally or willfully, disclose the Company's trade secrets to competitors or other third parties.
In addition, courts outside the United States are sometimes less willing to protect trade secrets. Moreover, the Company's competitors
may independently develop equivalent knowledge, methods and know-how. If the Company is unable to defend the Company's trade secrets from
others use, or if the Company's competitors develop equivalent knowledge, it could have a material adverse effect on the Company's business.
Any infringement of the Company's proprietary rights could result in significant litigation costs, and any failure to adequately protect
the Company's proprietary rights could result in the Company's competitors offering similar products, potentially resulting in loss of
a competitive advantage and decreased revenue. Existing patent, copyright, trademark and trade secret laws afford only limited protection.
In addition, the laws of some foreign countries do not protect the Company's proprietary rights to the same extent as do the laws of the
United States. Therefore, the Company may not be able to protect the Company's proprietary rights against unauthorized third-party use.
Enforcing a claim that a third party illegally obtained and is using the Company's trade secrets could be expensive and time consuming,
and the outcome of such a claim is unpredictable. Litigation may be necessary in the future to protect the Company's trade secrets or
to determine the validity and scope of the proprietary rights of others. This litigation could result in substantial costs and diversion
of resources and could materially adversely affect the Company's future operating results.
Competition
The big
data analysis, recruiting and data generation sector is highly competitive and continually evolving as participants strive to distinguish
themselves within their markets and compete within the internet industry. We face intense competition from companies with much larger
capital resources than us, and, as a result, we could struggle to attract users and gain market share. Many of our existing or future
competitors have greater financial resources and greater brand name recognition than we do and, as a result, may be better positioned
to adapt to changes in the industry or the economy as a whole. We will strive to advance our technology in each of these sectors ahead
of our competitors to gain market share. We also face intense competition in attracting and retaining qualified employees. Our ability
to continue to compete effectively will depend upon our ability to attract new employees, retain and motivate our existing employees and
to compensate employees competitively. We face significant competition in several aspects of our business, and such competition might
increase, particularly in the market for online professional networks and engagement of professionals.
The space
for online professional networks is rapidly evolving. Other companies such as LinkedIn, Glassdoor, Facebook, Google, Microsoft and Twitter
might be developing or could develop solutions that compete with ours. Further, some of these companies are partnering with third parties
that could compete with ours. Additionally, we face competition from a number of companies outside the United States that provide online
professional networking solutions. We also compete against smaller companies that focus on groups of professionals within a specific industry
or vertical. Our competitors may announce new products, services or enhancements that better address changing industry standards or the
needs of users, such as mobile access or different market focus. Any such increased competition could cause pricing pressure, loss of
business or decreased user activity, any of which could adversely affect our business and operating results. Internet search engines could
also change their methodologies in ways that adversely affect our ability to optimize our page rankings within their search results.
With
respect to our planned recruitment service through our website platform, we will compete with online recruiting companies, talent management
companies and larger companies that are focusing on talent management and human resource services, job boards, traditional recruiting
firms and companies that provide learning and development products and services. Additionally, other companies, including newcomers to
the recruiting or learning and development industries, may partner with Internet companies to provide services that compete with our solutions,
either on their own or as third-party applications. Therefore, we might not be able to compete successfully.
We believe
that we have competitive strengths that position us favorably in our lines of business. However, our industry is evolving rapidly and
is becoming increasingly competitive. Larger and more established companies may focus on professional networking and could directly compete
with us. Smaller companies could also launch new products and services that we do not offer and that could gain market acceptance quickly.
Government Regulation
We are
subject to a number of foreign and domestic laws and regulations that affect companies conducting business online, many of which are evolving
and could be interpreted in ways that could harm our business. In the United States and abroad, laws and regulations relating to the liability
of providers of online services for activities of their users and other third parties are being tested by a number of claims, including
actions based on invasion of privacy and other torts, unfair competition, copyright and trademark infringement, and other theories based
on the nature and content of the materials searched, or the content provided by users. Further some countries impose regulations regarding
or require licenses to conduct various aspects of our business, including employee recruiting, and news related services. Any court ruling
or other governmental action that imposes liability on providers of online services for the activities of their users or other third parties
could harm our business. In addition, rising concern about the use of social networking technologies for illegal conduct, such as the
unauthorized dissemination of national security information, money laundering or supporting terrorist activities, may in the future produce
legislation or other governmental action that could require changes to our website platform, restrict or impose additional costs upon
the conduct of our business or cause users to abandon material aspects of our platform.
In the
area of information security and data protection, most states have enacted laws and regulations requiring notification to users when there
is a security breach of personal data, or requiring the adoption of minimum information security standards that are often vaguely defined
and difficult to practically implement. The costs of compliance with these laws and regulations may increase in the future as a result
of amendments or changes in interpretation. Furthermore, any failure on our part to comply with these laws and regulations may subject
us to significant liabilities.
We are
also subject to federal, state, and foreign laws and regulations regarding privacy and protection of data. Our privacy policies describe
our practices concerning the use, storage, transmission and disclosure of personal information, including visitor and user data. Any failure
by us to comply with these terms or privacy related laws and regulations could result in proceedings against us by governmental authorities
or others, which could harm our business. In addition, the interpretation of privacy and data protection laws and regulations and their
application to online services are unclear,
evolving and in a state of flux. For example, in October 2015, the highest court in the European
Union invalidated reliance on the US-EU Safe Harbor regime as one of the legally recognized mechanisms under which the personal data of
European citizens could be transferred to the United States. We believe that our processing of European citizens’ personal data
in the United States is authorized under other legally recognized mechanisms, but the validity of these other legal mechanisms is not
certain and may change in light of changes in the political, legislative and legal environment in Europe. There is a risk that these laws
and regulations may be interpreted and applied in conflicting ways from state to state, country to country, or region to region, and in
a manner that is not consistent with our current data protection practices, or that new laws or regulations will be enacted. In addition,
because our website platform is accessible worldwide, certain foreign governments may claim that we are required to comply with their
laws and regulations, including with respect to the storage, use and disclosure of user information, even in jurisdictions where we have
no local entity, employees, or infrastructure. Complying with these varying domestic and international requirements could cause us to
incur additional costs and change our business practices. Further, any failure by us to adequately protect our users’ privacy and
data could result in a loss of user confidence in our services and ultimately in a loss of users, which could adversely affect our business.
History and Organization
Wikisoft Corp. was incorporated
in the state of Nevada in under the name Sensor Technologies, Inc. on May 4, 1998. In March 2006 the Company changed its name to Bixby
Energy Systems Inc. The Company changed its name to Power Play Development Corporation in September 2006. In April 2007 the Company changed
its name to National League of Poker, Inc. In October 2011 the Company changed its name back to Power Play Development Corporation. In
March 2018 the Company changed its name to Bluestar Technologies, Inc. In March 2018, the Company then changed its name to Wikisoft Corp.
In May 2016, the Company’s
Board of Directors terminated the services of all prior officers and directors and the board appointed Robert Stevens as the Board Appointed
Receiver for the Company. This was a private receivership where the receiver was appointed by the board to act on behalf of the Company
and no court filings were ever made in connection with the receivership. On April 16, 2019 in connection with the Merger described below,
Robert Stevens resigned from all of his positions with the Company and the board appointed receivership was concluded. At that time Rasmus
Refer was appointed as the Company’s CEO and Director, and he resigned from such positions in August and November 2020, respectively.
Rasmus Refer was previously the CEO of the Company until August 31, 2020 and Director of the Company until November 30, 2020, and our
current CEO and sole director were appointed thereafter as described in detail below.
On April 16, 2019, the Company
entered into an Agreement and Plan of Merger (the “Merger Agreement”) with WikiSoft Acquisition Corp., a Delaware corporation
which was then the Company’s wholly owned subsidiary (“Merger Sub”) and WikiSoft Corp., a privately held Delaware corporation
(“WikiSoft DE”). In connection with the closing of this merger transaction, Merger Sub merged with and into WikiSoft DE (the
“Merger”) on April 30, 2019. Pursuant to the Merger, the Company acquired WikiSoft DE which then became its wholly owned subsidiary.
On March 19, 2020, the Company
entered into an Agreement and Plan of Merger (the “Short Form Merger Agreement”) with WikiSoft DE, pursuant to which it was
agreed that the Company would merge with and into WikiSoft DE, with the Company surviving. Thereafter, on March 25, 2020, WikiSoft DE
merged with and into the Company, with the Company (i.e. Wikisoft Corp. - the NV corporation) surviving pursuant to a Certificate of Ownership
and Merger filed in with Delaware Secretary of State, whereby the then wholly owned subsidiary (WikiSoft DE) merged with and into the
Company, with the Company surviving. On March 25, 2020, the Company filed Articles of Conversion in Nevada, whereby the then subsidiary
(WikiSoft DE) merged with and into the Company, with the Company surviving.
Prior to the Merger, the Company
did not have any business operations, and at the closing of the Merger, the Company’s business became its current business as described
in detail above and throughout this Annual Report on Form 10-K.
Employees
We have 3 full-time employees
and 6 project by project independent contractors. We believe that we have good relations with our employees and contractors.
Legal Proceedings
From time to time, we may become
party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of our business. We are not currently
a party, as plaintiff or defendant, to any legal proceedings that we believe to be material or which, individually or in the aggregate,
would be expected to have a material effect on our business, financial condition or results of operation if determined adversely to us.
Smaller Reporting Company
The Company is a “smaller
reporting company” as defined in Rule 12b-2 under the Exchange Act. There are certain exemptions available to us as a smaller reporting
company, including: (1) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley
Act; (2) scaled executive compensation disclosures; and (3) the requirement to provide only two years of audited financial statements,
instead of three years. As long as we maintain our status as a “smaller reporting company”, these exemptions will continue
to be available to us.
Emerging Growth Company
As a public company with less
than $1,070,000,000 in revenue during our last fiscal year, we qualify as an “emerging growth company” under the Jumpstart
our Business Startups Act of 2012 (the “JOBS Act”). An emerging growth company may take advantage of certain reduced reporting
requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies and
can avail itself to various exemptions such as an exemption from Section 404(b) of the Sarbanes-Oxley Act of 2002 and Section 14(a) and
(b) of the Securities Exchange Act of 1934.
In particular, as an emerging
growth company we:
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are not required to obtain an attestation and report from our auditors on our management’s assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002; |
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are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how those elements fit with our principles and objectives (commonly referred to as “compensation discussion and analysis”); |
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are not required to obtain a non-binding advisory vote from our stockholders on executive compensation or golden parachute arrangements (commonly referred to as the “say-on-pay,” “say-on-frequency” and “say-on-golden-parachute” votes); |
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are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure; |
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may present only two years of audited financial statements and only two years of related Management’s Discussion & Analysis of Financial Condition and Results of Operations (“MD&A”); and |
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are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act. |
We intend to take advantage of
all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial
accounting standards under §107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our financial
statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under
§107 of the JOBS Act.
Certain of these reduced reporting
requirements and exemptions were already available to us due to the fact that we also qualify as a “smaller reporting company”
under SEC rules. For instance, smaller reporting companies are not required to obtain an auditor attestation and report regarding management’s
assessment of internal control over financial reporting; are not required to provide a compensation discussion and analysis; are not required
to provide a pay-for-performance graph or Chief Executive Officer pay ratio disclosure; and may present only two years of audited financial
statements and related MD&A disclosure.
Under the JOBS Act, we may take
advantage of the above-described reduced reporting requirements and exemptions for up to five years after our initial sale of common equity
pursuant to a registration statement declared effective under the Securities Act of 1933, as amended (the “Securities Act”),
or such earlier time that we no longer meet the definition of an emerging growth company. In this regard, the JOBS Act provides that we
would cease to be an “emerging growth company” if we have more than $1,070,000,000 in annual revenues, have more than $700
million in market value of our Common stock held by non-affiliates, or issue more than $1.0 billion in principal amount of non-convertible
debt over a three-year period. We would cease to be an emerging growth company on the last day of the fiscal year following the date of
the fifth anniversary of our first sale of common equity securities under an effective registration statement or a fiscal year in which
we have $1 billion in gross revenues. Further, under current SEC rules we will continue to qualify as a “smaller reporting company”
for so long as we have a public float (i.e., the market value of common equity held by non-affiliates) of less than $250 million as of
the last business day of our most recently completed second fiscal quarter.
ITEM 1A – RISK FACTORS.
An investment in our securities
involves a high degree of risk. In addition to the other information contained in this Annual Report on Form 10-K, prospective investors
should carefully consider the following risks before investing in our securities. If any of the following risks actually occur, as well
as other risks not currently known to us or that we currently consider immaterial, our business, operating results and financial condition
could be materially adversely affected. As a result, the trading price of our common stock could decline, and you may lose all or part
of your investment in our common stock. The risks discussed below also include forward-looking statements, and our actual results may
differ substantially from those discussed in these forward-looking statements. See “Cautionary Note On Forward-Looking Statements”
in this Annual Report on Form 10-K. In assessing the risks below, you should also refer to the other information contained in this Annual
Report on Form 10-K, including the financial statements and the related notes, before deciding to purchase any of our securities.
Risk Related to Covid 19
Our business and future operations
may be adversely affected by epidemics and pandemics, such as the COVID-19 outbreak.
We may face risks related
to health epidemics and pandemics or other outbreaks of communicable diseases, which could result in a widespread health crisis that could
adversely affect general commercial activity and the economies and financial markets of the world as a whole. For example, the outbreak
of COVID-19, which began in China, has been declared by the World Health Organization to be a “pandemic,” has spread across
the globe, including the United States of America. A health epidemic or pandemic or other outbreak of communicable diseases, such as the
current COVID-19 pandemic, poses the risk that we, or potential business partners may be disrupted or prevented from conducting
business activities for certain periods of time, the durations of which are uncertain, and may otherwise experience significant impairments
of business activities, including due to, among other things, operational shutdowns or suspensions that may be requested or mandated by
national or local governmental authorities or self-imposed by us, our users or other business partners. For example, due to COVID-19,
we have scaled back our offices at 315 Montgomery Street San Francisco, CA 94104 to a virtual room. While it is not possible at this time
to estimate the full impact that COVID-19 could have on our business, potential users or other potential business partners, the continued
spread of COVID-19, the measures taken by the local and federal government, actions taken to protect employees, and the impact of the
pandemic on various business activities could adversely affect our results of operations and financial condition.
Risks Relating to Our Financial Condition
There are doubts about our ability to continue
as a going concern.
The Company has generated very
little revenue, which was all from a related party, and has incurred losses of $5,179,500 for the year ended December 31, 2021 and $1,954,297
for the year ended December 31, 2020. The Company has incurred an accumulated deficit of $12,763,038 since inception and does not have
a sufficient amount of cash required to pay all the costs associated with its operations. Additionally, as of December 31, 2021, the Company
had working capital deficit of approximately $579,300. These factors raise substantial doubt about the Company’s ability to continue
as a going concern.
There can be no assurance that
sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available from external
sources, such as debt or equity financings or other potential sources. The lack of additional capital resulting from the inability to
generate cash flow from operations, or to raise capital from external sources would force the Company to substantially curtail or cease
operations and would, therefore, have a material adverse effect on its business. Furthermore, there can be no assurance that any such
required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company’s
existing stockholders.
The Company seeks to overcome
the circumstances that impact its ability to remain a going concern through a combination of the growth of revenues, with interim cash
flow deficiencies being addressed through additional equity and debt financing. The Company anticipates raising additional funds through
public or private financing, strategic relationships or other arrangements in the near future to support its business operations; however,
the Company may not have commitments from third parties for a sufficient amount of additional capital. The Company cannot be certain that
any such financing will be available on acceptable terms, or at all, and its failure to raise capital when needed could limit its ability
to continue its operations. The Company’s ability to obtain additional funding will determine its ability to continue as a going
concern. Failure to secure additional financing in a timely manner and on favorable terms would have a material adverse effect on the
Company’s financial performance, results of operations and stock price and require it to curtail or cease operations, sell off its
assets, seek protection from its creditors through bankruptcy proceedings, or otherwise. Furthermore, additional equity financing may
be dilutive to the holders of the Company’s common stock, and debt financing, if available, may involve restrictive covenants, and
strategic relationships, if necessary, to raise additional funds, and may require that the Company relinquish valuable rights.
Because we have a limited
operating history, you may not be able to accurately evaluate our operations.
We have
had limited operations to date. Therefore, we have a limited operating history upon which to evaluate the merits of investing in our Company.
Potential investors should be aware of the difficulties normally encountered by new companies and the high rate of failure of such enterprises.
The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in
connection with the operations that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems
relating to platform developments or the ability to generate sufficient cash flow to operate our business, and additional costs and expenses
that may exceed current estimates. We expect to continue to incur significant losses into the foreseeable future. We recognize that if
the effectiveness of our business plan is not forthcoming, we will not be able to continue business operations. There is no history upon
which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will generate any operating
revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.
We are dependent on
financing for the continuation of our operations.
Because
we have generated limited revenues and currently operate at a loss, we are completely dependent on the continued availability of financing
in order to continue our business operations. There can be no assurance that financing sufficient to enable us to continue our operations
will be available to us in the future.
We will
need additional funds to complete further development of our business plan to achieve a sustainable level where ongoing operations can
be funded out of revenues. We anticipate that we must raise $500,000 for our operations for the 2022 fiscal year which is held in the
credit line with Rasmus Refer, and $3-5,000,000 to fully implement our business plan to its fullest potential and achieve our growth plans.
There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us.
Our failure
to obtain future financing or to produce levels of revenue to meet our financial needs could result in our inability to continue as a
going concern and, as a result, our investors could lose their entire investment.
Our operating results
may fluctuate, which could have a negative impact on our ability to grow our user base, establish sustainable revenues and succeed overall.
Our results
of operations may fluctuate as a result of a number of factors, some of which are beyond our control including but not limited to:
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general economic conditions in the geographies and industries where we sell our services and conduct operations; legislative policies where we sell our services and conduct operations; |
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the budgetary constraints of our users; seasonality; |
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success of our strategic growth initiatives; |
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success in the development, completion and commercialization of our platform; |
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costs associated with the launching or integration of new or acquired businesses; timing of new product introductions by us, and our competitors; product and service mix, availability, utilization and pricing; |
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the mix, by state and country, of our revenues, personnel and assets; movements in interest rates or tax rates; |
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changes in, and application of, accounting rules; changes in the regulations applicable to us; and litigation matters. |
As a
result of these factors, we may not succeed in our business and we could go out of business.
As a growing company,
we have yet to achieve a profit and may not achieve a profit in the near future, if at all.
We have
not yet produced any profit and may not in the near future, if at all. While we have generated limited revenue, all of it was related
party and insignificant, we cannot be certain that we will be able to realize sufficient revenue to achieve profitability. Further, many
of our competitors have a significantly larger industry presence and revenue stream but have yet to achieve profitability. Our ability
to continue as a going concern is dependent upon raising capital from financing transactions, increasing revenue and keeping operating
expenses below our revenue levels in order to achieve positive cash flows, none of which can be assured.
Our lack of adequate D&O insurance may also
make it difficult for us to retain and attract talented and skilled directors and officers.
In the future we may be subject
to litigation, including potential class action and stockholder derivative actions. Risks associated with legal liability are difficult
to assess and quantify, and their existence and magnitude can remain unknown for significant periods of time. To date, we have not obtained
directors and officers liability (“D&O”) insurance. Without adequate D&O insurance, the amounts we would pay to indemnify
our officers and directors should they be subject to legal action based on their service to the Company could have a material adverse
effect on our financial condition, results of operations and liquidity. Furthermore, our lack of adequate D&O insurance may make it
difficult for us to retain and attract talented and skilled directors and officers, which could adversely affect our business.
Risks Related to our Management and Control Persons
We are dependent on the continued services of
our Chief Executive Officer and Chairman and if we fail to keep them or fail to attract and retain qualified senior executive and key
technical personnel, our business will not be able to expand.
We are dependent on the continued
availability of Chairman Paul Quintal and CEO Carsten Kjems Falk, and the availability of new employees to implement our business plans.
The market for skilled employees is highly competitive, especially for employees in our industry. Although we expect that our planned
compensation programs will be intended to attract and retain the employees required for us to be successful, there can be no assurance
that we will be able to retain the services of all our key employees or a sufficient number to execute our plans, nor can there be any
assurance we will be able to continue to attract new employees as required.
Our personnel may voluntarily terminate their
relationship with us at any time, and competition for qualified personnel is intense. The process of locating additional personnel with
the combination of skills and attributes required to carry out our strategy could be lengthy, costly and disruptive.
If we lose the services of key
personnel or fail to replace the services of key personnel who depart, we could experience a severe negative effect on our financial results
and stock price. The loss of the services of any key personnel, marketing or other personnel or our failure to attract, integrate, motivate
and retain additional key employees could have a material adverse effect on our business, operating and financial results and stock price.
Our largest shareholder, Modern Art Foundation
Inc., has substantial control over us and our policies and will be able to influence corporate matters.
Modern Art Foundation Inc. presently
beneficially owns 74% of our common stock. It is able to exercise significant influence over all matters requiring approval by our stockholders,
including the election of directors, the approval of significant corporate transactions, and any change of control of our company. It
could prevent transactions, which would be in the best interests of the other shareholders. Modern Art Foundation Inc.’s interests
may not necessarily be in the best interests of the shareholders in general.
The elimination of monetary liability against
our directors, officers and employees under our Articles of Incorporation and the existence of indemnification rights to our directors,
officers and employees may result in substantial expenditures by our Company and may discourage lawsuits against our directors, officers
and employees.
Our Articles of Incorporation
contain provisions that eliminate the liability of our directors for monetary damages to our Company and shareholders. Our bylaws also
require us to indemnify our officers and directors. We may also have contractual indemnification obligations under our agreements with
our directors, officers and employees. The foregoing indemnification obligations could result in our company incurring substantial expenditures
to cover the cost of settlement or damage awards against directors, officers and employees that we may be unable to recoup. These provisions
and resulting costs may also discourage our company from bringing a lawsuit against directors, officers and employees for breaches of
their fiduciary duties, and may similarly discourage the filing of derivative litigation by our shareholders against our directors, officers
and employees even though such actions, if successful, might otherwise benefit our Company and shareholders.
Our officers and directors have limited experience
managing a public company.
Our officers and directors have
limited experience managing a public company. Consequently, we may not be able to raise any funds or run our public company successfully.
Our executive’s officer’s and director’s lack of experience of managing a public company could cause you to lose some
or all of your investment.
Risks Relating to our Common Stock
We will likely conduct offerings of our equity
securities in the future, in which case your proportionate interest may become diluted.
We will likely be required to
conduct equity offerings in the future to finance our current projects or to finance subsequent projects that we decide to undertake.
If our common stock shares are issued in return for additional funds, the price per share could be lower than that paid by our current
shareholders. We anticipate continuing to rely on equity sales of our common stock shares in order to fund our business operations. If
we issue additional common stock shares or securities convertible into shares of our common stock, your percentage interest in us could
become diluted.
Our common stock price may be volatile and could
fluctuate, which could result in substantial losses for investors.
Our common stock is quoted on
the OTCQB under the symbol, “WSFT.” The market price of our common stock is likely to be highly volatile and could fluctuate
widely in price in response to various factors, many of which are beyond our control, including:
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government regulation of our Company and operations; |
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the establishment of partnerships; |
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intellectual property disputes; |
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additions or departures of key personnel; |
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sales of our common stock; |
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our ability to integrate operations, technology, products and services; |
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our ability to execute our business plan, including developing our platform and achieving revenues; |
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operating results below expectations; |
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loss of any strategic relationship; |
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economic and other external factors; and |
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period-to-period fluctuations in our financial results. |
Because we have limited revenues
to date, you should consider any one of these factors to be material. Our stock price may fluctuate widely as a result of any of the above.
In addition, the securities markets
have from time-to-time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular
companies. These market fluctuations may also materially and adversely affect the market price of our common stock.
Sales of a substantial number of shares of our
common stock in the public market, or the perception that such sales could occur, could cause our stock price to fall.
If our existing stockholders,
sell, or indicate an intention to sell, substantial amounts of our common stock in the public market after the contractual and securities
law restrictions on resale of such common stock lapse, or after those shares become registered for resale pursuant to an effective registration
statement, the trading price of our common stock could decline. As of February 28, 2022, a total of 98,288,209 shares of our common stock
were outstanding. Of those shares, only 18,743,879 are currently without restriction, in the public market. Upon the effectiveness of
any registration statement we could elect to file with respect to any outstanding shares of common stock, any sales of those shares or
any perception in the market that such sales may occur could cause the trading price of our common stock to decline.
Our existing stockholders may experience significant
dilution from the sale of our common stock pursuant ot the White Lion Purchase Agreement.
The sale of our common stock to
White Lion in accordance with the Purchase Agreement may have a dilutive impact on our shareholders. As a result, the market price of
our common stock could decline. In addition, the lower our stock price is at the time we exercise our put options, the more shares of
our common stock we will have to issue to White Lion in order to exercise a put under the Purchase Agreement. If our stock price decreases,
then our existing shareholders would experience greater dilution for any given dollar amount raised through the offering.
The perceived risk of dilution
may cause our stockholders to sell their shares, which may cause a decline in the price of our common stock. Moreover, the perceived risk
of dilution and the resulting downward pressure on our stock price could encourage investors to engage in short sales of our common stock.
By increasing the number of shares offered for sale, material amounts of short selling could further contribute to progressive price declines
in our common stock.
The issuance of shares pursuant to the White
Lion Purchase Agreement may have significant dilutive effect.
Depending on the number of shares
we issue pursuant to the White Lion Purchase Agreement, it could have a significant dilutive effect upon our existing shareholders. Although
the number of shares that we may issue pursuant to the Purchase Agreement will vary based on our stock price (the higher our stock price,
the less shares we have to issue), there may be a potential dilutive effect to our shareholders, based on different potential future stock
prices, if the full amount of the Purchase Agreement is realized. Dilution is based upon common stock put to White Lion and the stock
price discounted to 85% of the lowest daily VWAP of our common stock during the five (5) business days beginning on the date on which
we deliver a put notice to White Lion.
White Lion will pay less than the then-prevailing
market price of our common stock which could cause the price of our common stock to decline.
Our common stock to be issued
under the White Lion Purchase Agreement will be purchased at 85% of the lowest daily VWAP of our common stock during the five (5) business
days beginning on the date on which we deliver a put notice to White Lion
White Lion has a financial incentive
to sell our shares immediately upon receiving them to realize the profit between the discounted price and the market price. If White Lion
sells our shares, the price of our common stock may decrease. If our stock price decreases, White Lion may have further incentive to sell
such shares. Accordingly, the discounted sales price in the Purchase Agreement may cause the price of our common stock to decline.
We may not have access to the full amount under
the Purchase Agreement.
Due to the floating offering price,
we are not able to determine the exact number of shares that we will issue under the Purchase Agreement. The less our stock price, the
less we will be able to draw down under the Purchase Agreement.
Our ability to draw down funds
and sell shares under the Purchase Agreement with White Lion requires that the registration statement to be declared effective and continue
to be effective. Additionally, we might have to increase the number of our authorized shares in order to issue the shares to White Lion.
Increasing the number of our authorized shares will require board and stockholder approval. Accordingly, because our ability to draw down
any amounts under the Purchase Agreement with White Lion is subject to a number of conditions, there is no guarantee that we will be able
to draw down any portion or all of the proceeds of $20,000,000 under the investment with White Lion.
We may become involved in securities class action
litigation that could divert management’s attention and harm our business.
The stock market in general, and
the shares of early-stage companies, have experienced extreme price and volume fluctuations. These fluctuations have often been unrelated
or disproportionate to the operating performance of the companies involved. If these fluctuations occur in the future, the market price
of our shares could fall regardless of our operating performance. In the past, following periods of volatility in the market price of
a particular company’s securities, securities class action litigation has often been brought against that company. If the market
price or volume of our shares suffers extreme fluctuations, then we may become involved in this type of litigation, which would be expensive
and divert management’s attention and resources from managing our business.
As a public company, we may also
from time to time make forward-looking statements about future operating results and provide some financial guidance to the public markets.
Projections may not be made timely or set at expected performance levels and could materially affect the price of our shares. Any failure
to meet published forward-looking statements that adversely affect the stock price could result in losses to investors, stockholder lawsuits
or other litigation, sanctions or restrictions issued by the SEC.
Our common stock is currently deemed a “penny
stock,” which makes it more difficult for our investors to sell their shares.
Our common stock is currently
deemed a “penny stock,” which makes it more difficult for our investors to sell their shares. The SEC has adopted rule 3a51-1
which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market
price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction
involving a penny stock, unless exempt, Rule 15g-9 requires:
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that a broker or dealer approve a person’s account for transactions in penny stocks, and |
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the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. |
In order to approve a person’s account for transactions
in penny stocks, the broker or dealer must:
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obtain financial information and investment experience objectives of the person, and |
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make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. |
The broker or dealer must also deliver, prior to any
transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:
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sets forth the basis on which the broker or dealer made the suitability determination and |
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that the broker or dealer received a signed, written agreement from the investor prior to the transaction. |
Generally, brokers may be less willing to execute
transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of
our common stock and cause a decline in the market value of our stock.
Risks Relating to Our Company and Industry
We intend to generate a
significant portion of our revenues from advertising, and reduced spending by advertisers, a loss of partners, or new and existing technologies
that block ads online and/or affect our ability to customize ads could harm our business.
We expect the majority of our
revenue in the future to come from advertising on our platform. We expect that any advertisers, digital publishers, and content providers
that we work with in the future will be able to terminate their contracts with us at any time. Even assuming we gain such advertising
partners in the future, such partners may not continue to do business with us if we do not create more value (such as increased numbers
of users or customers, new sales leads, increased brand awareness, or more effective monetization) than their available alternatives.
Changes to our advertising policies and data privacy practices, as well as changes to other companies’ advertising policies or practices
may affect the advertising that we are able to provide, which could harm our business. In addition, technologies have been developed that
make customized ads more difficult or that block the display of ads altogether and some providers of online services have integrated technologies
that could potentially impair the availability and functionality of third-party digital advertising. Failing to provide superior value
or deliver advertisements effectively and competitively could harm our reputation, financial condition, and operating results.
In addition, expenditures by advertisers
tend to be cyclical, reflecting overall economic conditions and budgeting and buying patterns. Adverse macroeconomic conditions can also
have a material negative effect on the demand for advertising and cause our advertisers to reduce the amounts they spend on advertising,
which could harm our financial condition and operating results.
In the event that we are
unable to successfully compete in our industry, we may not be able to achieve profitable operations.
We face substantial competition
in our industry. Due to our small size, it can be assumed that many of our competitors have significantly greater financial, technical,
marketing and other competitive resources. Accordingly, these competitors may have already begun to establish brand-recognition with consumers.
We will attempt to compete against these competitors by developing features that exceed the features offered by competitors. However,
we cannot assure you that our services will outperform competing services, or those competitors will not develop new products or services
that exceed what we provide. In addition, we may face competition based on price. If our competitors lower the prices on their services,
then it may not be possible for us to market our services at prices that are economically viable. Increased competition could result in:
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Lower than projected revenues; |
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Price reductions and lower profit margins; |
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The inability to develop and maintain our platform with features and usability sought by potential users. |
Any one of these results could
adversely affect our business, financial condition and results of operations. In addition, our competitors may develop competing services
that achieve greater market acceptance. It is also possible that new competitors may emerge and acquire significant market share. Our
inability to achieve sales and revenue due to competition will have an adverse effect on our business, financial condition and results
of operations.
The Company has elected
to avail itself to the extended transition period for complying with new or revised accounting standards pursuant to Section 102(b)(1)
of the JOBS Act, and further the JOBS Act will allow us to postpone the date by which we must comply with some of the laws and regulations
intended to protect investors and to reduce the amount of information we provide in our reports filed with the SEC, which could undermine
investor confidence in our Company.
For so long as we remain an “emerging
growth company” as defined in the Jumpstart our Business Startups Act of 2012, or the JOBS Act, we may take advantage of certain
exemptions from various requirements that are applicable to public companies that are not “emerging growth companies.” In
particular, as an emerging growth company we:
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are not required to obtain an attestation and report from our auditors on our management’s assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002; |
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are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how those elements fit with our principles and objectives (commonly referred to as “compensation discussion and analysis”); |
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are not required to obtain a non-binding advisory vote from our stockholders on executive compensation or golden parachute arrangements (commonly referred to as the “say-on-pay,” “say-on-frequency” and “say-on-golden-parachute” votes); |
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are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure; |
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may present only two years of audited financial statements and only two years of related Management’s Discussion & Analysis of Financial Condition and Results of Operations (“MD&A”); and |
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are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act. |
Under the JOBS Act, we may take
advantage of the above-described reduced reporting requirements and exemptions for up to five years after our initial sale of common equity
pursuant to a registration statement declared effective under the Securities Act of 1933, as amended (the “Securities Act”),
or such earlier time that we no longer meet the definition of an emerging growth company. In this regard, the JOBS Act provides that we
would cease to be an “emerging growth company” if we have more than $1,070,000,000 in annual revenues, have more than $700
million in market value of our Common stock held by non-affiliates, or issue more than $1.0 billion in principal amount of non-convertible
debt over a three-year period. We would cease to be an emerging growth company on the last day of the fiscal year following the date of
the fifth anniversary of our first sale of common equity securities under an effective registration statement or a fiscal year in which
we have $1 billion in gross revenues.
We intend to take advantage of
all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial
accounting standards under §107 of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards
that have different effective dates for public and private companies until those standards apply to private companies. As a result of
this election, our financial statements may not be comparable to companies that comply with public company effective dates. Therefore,
our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies
and other emerging growth companies that have opted out of the phase-in periods under §107 of the JOBS Act.
Our independent registered public
accounting firm will not be required to provide an attestation report on the effectiveness of our internal control over financial reporting
so long as we qualify as an “emerging growth company,” which may increase the risk that weaknesses or deficiencies in our
internal control over financial reporting go undetected. Likewise, so long as we qualify as an “emerging growth company,”
we may elect not to provide you with certain information, including certain financial information and certain information regarding compensation
of our executive officers, that we would otherwise have been required to provide in filings we make with the SEC, which may make it more
difficult for investors and securities analysts to evaluate our company. We cannot predict if investors will find our common stock less
attractive because we may rely on these exemptions.
If the market for our platform does not experience
significant growth or if we do not achieve broad acceptance, we will not be able to sustain or grow our revenues.
We plan to generate revenues primarily
from subscription on premium profiles, lead generation and press wires on our website platform. We also further plan to generate revenues
by charging users of our website platform for access to certain information and features on our platform. We cannot accurately predict,
however, future growth rates or the size of the market for our platform. Demand for our platform may not occur as anticipated, or may
decrease, either generally or in specific geographic markets, during particular time periods. The expansion of our services in the market
depends on a number of factors, such as:
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the cost, performance and appearance of our platform and similar platforms of our competitors; public perceptions regarding our platform and the effectiveness and value of our services; customer satisfaction with our services; and |
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marketing efforts and publicity regarding the needs for our services and the public demand for our services. |
Even if our platform gains wide
market acceptance, we may not adequately address market requirements and may not be able to expand market acceptance. If we do not achieve
wide market acceptance, we may not be able to achieve our anticipated level of growth, we may not achieve revenues and results of operations
would suffer.
If we are unable to successfully manage growth,
our operations could be adversely affected.
Our progress is expected to require
the full utilization of our management, financial and other resources, which to date has occurred with limited working capital. Our ability
to manage growth effectively will depend on our ability to improve and expand operations, including our financial and management information
systems, and to recruit, train and manage personnel. There can be no absolute assurance that management will be able to manage growth
effectively.
If we do not properly manage the
growth of our business, we may experience significant strains on our management and operations and disruptions in our business. Various
risks arise when companies and industries grow quickly. If our business or industry grows too quickly, our ability to meet customer demand
in a timely and efficient manner could be challenged. We may also experience development delays as we seek to meet increased demand for
our services and platform. Our failure to properly manage the growth that we or our industry might experience could negatively impact
our ability to execute on our operating plan and, accordingly, could have an adverse impact on our business, our cash flow and results
of operations, and our reputation with our current or potential customers.
We may fail to successfully integrate acquisitions
or otherwise be unable to benefit from pursuing acquisitions.
We believe there are meaningful
opportunities to grow through acquisitions and joint ventures across all service categories and we expect to continue a strategy of selectively
identifying and acquiring businesses with complementary services. We may be unable to identify, negotiate, and complete suitable acquisition
opportunities on reasonable terms. There can be no assurance that any business acquired by us will be successfully integrated with our
operations or prove to be profitable to us. We may incur future liabilities related to acquisitions. Should any of the following problems,
or others, occur as a result of our acquisition strategy, the impact could be material:
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difficulties integrating personnel from acquired entities and other corporate cultures into our business; difficulties integrating information systems; |
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the potential loss of key employees of acquired companies; |
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the assumption of liabilities and exposure to undisclosed or unknown liabilities of acquired companies; or the diversion of management attention from existing operations. |
Our commercial success depends significantly
on our ability to develop and commercialize our services and platform without infringing the intellectual property rights of third parties.
Our commercial success will depend,
in part, on operating our business without infringing the trademarks or proprietary rights of third parties. Third parties that believe
we are infringing on their rights could bring actions against us claiming damages and seeking to enjoin the development, marketing and
distribution of our services and platform. If we become involved in any litigation, it could consume a substantial portion of our resources,
regardless of the outcome of the litigation. If any of these actions are successful, we could be required to pay damages and/or to obtain
a license to continue to develop or market our products, in which case we may be required to pay substantial royalties. However, any such
license may not be available on terms acceptable to us or at all.
The success of our business depends on our ability
to maintain and enhance our reputation and brand.
We believe that our reputation
in our industry is of significant importance to the success of our business. A well-recognized brand is critical to increasing our customer
base and, in turn, increasing our revenue. Since the industry is highly competitive, our ability to remain competitive depends to a large
extent on our ability to maintain and enhance our reputation and brand, which could be difficult and expensive. To maintain and enhance
our reputation and brand, we need to successfully manage many aspects of our business, such as cost-effective marketing campaigns to increase
brand recognition and awareness in a highly competitive market. We cannot assure you, however, that these activities will be successful
and achieve the brand promotion goals we expect. If we fail to maintain and enhance our reputation and brand, or if we incur excessive
expenses in our efforts to do so, our business, financial conditions and results of operations could be adversely affected.
Reliance on information technology means a significant
disruption could affect our communications and operations.
We increasingly rely on information
technology systems for our internal communications, controls, reporting and relations with users and information technology is becoming
a significantly important tool for our business. Our marketing and distribution strategy are dependent upon our ability to closely monitor
consumer and market trends on a highly specified level, for which we are reliant on our highly sophisticated data tracking systems, which
are susceptible to disruption or failure. In addition, our reliance on information technology exposes us to cyber-security risks like
Malware, DDOS, MITM attacks etc., which could have a material adverse effect on our ability to compete. Security and privacy breaches
may expose us to liability and cause us to lose customers or may disrupt our relationships. The failure of our information systems to
function as intended, or the penetration by outside parties’ intent on disrupting business processes, could result in significant
costs, loss of revenue, assets or personal or other sensitive data and reputational harm.
Failure or poor performance of third-party software,
infrastructure or systems on which we rely could adversely affect our business.
We depend on third parties to
provide and maintain certain infrastructure that is critical to our business. For example, we rely on third parties to provide software,
data center services and dedicated fiber optic, microwave, wireline and wireless communication infrastructure. This infrastructure may
malfunction or fail due to events outside of our control, which could disrupt our operations and have a material adverse effect on our
business, financial condition and results of operations. Any failure to maintain and renew our relationships with these third parties
on commercially favorable terms, or to enter into similar relationships in the future, could have a material adverse effect on our business,
financial condition, results of operations and cash flows.
We also rely on certain third-party
software, third-party computer systems and third-party service providers, including internet service providers, communications facilities
and other facilities. Any interruption in these third-party services or software, deterioration in their performance, or other improper
operation could interfere with the operation of our platform and would be disruptive to our business and may cause reputational harm that
ultimately harms our operating results. If our arrangements with any third party are terminated, we may not be able to find an alternative
source of software or systems support on a timely basis or on commercially reasonable terms. This could also have a material adverse effect
on our business, financial condition, results of operations and cash flows.
Third parties may claim that we infringe their
intellectual property and trademark rights.
Competitors in our markets may
claim that we infringe their proprietary rights. Such claims, whether or not meritorious, may result in the expenditure of significant
financial and managerial resources, injunctions against us or the payment of damages.
Our failure to adequately maintain and protect
personal information of our customers or our employees in compliance with evolving legal requirements could have a material adverse effect
on our business.
Through operating our platform,
we will collect, use, store, disclose, or transfer (collectively, “process”) personal information, including from employees,
customers, and in connection with businesses that we include on our platform. A wide variety of local and international laws and regulations
apply to the processing of personal information. Data protection and privacy laws and regulations are evolving and being tested in courts
and may result in increasing regulatory and public scrutiny and escalating levels of enforcement and sanctions.
A variety of data protection legislation
apply in the United States at both the federal and state level, including new laws that may impact our operations. For example, in June
2018, the State of California enacted the California Consumer Privacy Act of 2018 (“CCPA”), which went into effect on January 1,
2020, with enforcement by the state attorney general beginning July 1, 2020. The CCPA defines “personal information”
in a broad manner and generally requires companies that process personal information of California residents to make new disclosures about
their data collection, use, and sharing practices, allows consumers to opt-out of certain data sharing with third parties or
sale of personal information, and provides a new cause of action for data breaches. Moreover, a new privacy law, the California
Privacy Rights Act (“CPRA”) was recently certified by the California Secretary of State to appear on the ballot for the upcoming
election on November 3, 2020. If this initiative is approved by California voters, the CPRA would significantly modify the CCPA,
potentially resulting in further uncertainty and requiring us to incur additional expenditures to comply. Additionally, the Federal Trade
Commission, and many state attorneys general are interpreting federal and state consumer protection laws to impose standards for the online
collection, use, dissemination, and security of data. The burdens imposed by the CCPA and other similar laws that have been or may be
enacted at the federal and state level may require us to modify our data processing practices and policies and to incur substantial expenditures
in order to comply.
Our actual or alleged failure
to comply with any applicable laws and regulations or privacy-related contractual obligations, or to protect such data that we process,
could result in litigation, regulatory investigations, and enforcement actions against us, including fines, orders, public censure, claims
for damages by employees, customers, and other affected individuals, public statements against us by consumer advocacy groups, damage
to our reputation and competitive position, and loss of goodwill (both in relation to existing customers and prospective customers), any
of which could have a material adverse effect on our business, financial condition, results of operations, and cash flows. Evolving and
changing definitions of personal information, personal data, and similar concepts within the United States, Canada, and elsewhere, especially
relating to classification of IP addresses, device identifiers, location data, household data, and other information we may collect, may
limit or inhibit our ability to operate or expand our business, including limiting strategic partnerships that may involve the sharing
of data. Additionally, if third parties that we work with, such as vendors or developers, violate applicable laws or our policies, such
violations may also place personal information at risk and have an adverse effect on our business. Even the perception of privacy concerns,
whether or not valid, may harm our reputation, subject us to regulatory scrutiny and investigations, and inhibit adoption of our platform
by existing and potential customers.
A variety of new and existing laws and/or interpretations
could harm our business.
We are subject to numerous U.S.
and foreign laws and regulations covering a wide variety of subject matters. New laws and regulations (or new interpretations or applications
of existing laws and regulations in a manner inconsistent with our practices) may make our platform and its services less useful, limit
our ability to pursue certain business models or offer certain products and services, require us to incur substantial costs, expose us
to unanticipated civil or criminal liability, or cause us to change our business practices. These laws and regulations are evolving and
involve matters central to our business, including, among others:
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Privacy laws, such as the California Consumer Privacy Act of 2018 that came into effect in January of 2020, which gives new data privacy rights to California residents, and SB-327 in California, which regulates the security of data in connection with internet connected devices. |
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Data protection laws passed by many states within the U.S. and by certain countries regarding notification to data subjects and/or regulators when there is a security breach of personal data. |
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Copyright laws, such as the EU Directive on Copyright in the Digital Single Market (EUCD) of April 17, 2019, which increases the liability of content-sharing services with respect to content uploaded by their users. It has also created a new property right in news publications that will limit the ability of some online services to interact with or present such content. Each EU Member State must implement the EUCD by June 7, 2021. In addition, there are new constraining licensing regimes that limit our ability to operate with respect to copyright protected works. |
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Data localization laws, which generally mandate that certain types of data collected in a particular country be stored and/or processed within that country. |
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Various U.S. and international laws that govern the distribution of certain materials to children and regulate the ability of online services to collect information from minors. |
The
introduction of new businesses, products, services, and technologies, our activities in certain jurisdictions, or other actions we take
may subject us to additional laws and regulations. The costs of compliance with these laws and regulations are high and are likely to
increase in the future. Any failure on our part to comply with laws and regulations can result in negative publicity and diversion of
management time and effort and may subject us to significant liabilities and other penalties.
We could be subject to litigation, allegations
or other legal claims.
Our assets or our business activities
may be subject to disputes that may result in litigation or other legal claims. We may be subject to allegations through press, social
media, the courts or other mediums that may or may not be founded. We may be required to respond to or defend against these claims and/or
allegations, which will divert resources away from our principal business. There can be no assurance that our defense of such claims and/or
allegations would be successful, and we may be required to make material settlements. This could have a material adverse effect on our
business prospects, results of operations, cash flows, financial condition and corporate reputation.
The elimination of monetary liability against
our directors, officers and employees under our Articles of Incorporation and the existence of indemnification rights to our directors,
officers and employees may result in substantial expenditures by our Company and may discourage lawsuits against our directors, officers
and employees.
Our Articles of Incorporation
contain provisions that eliminate the liability of our directors for monetary damages to our Company and shareholders. Our bylaws also
require us to indemnify our officers and directors. We may also have contractual indemnification obligations under our agreements with
our directors, officers and employees. The foregoing indemnification obligations could result in our company incurring substantial expenditures
to cover the cost of settlement or damage awards against directors, officers and employees that we may be unable to recoup. These provisions
and resulting costs may also discourage our company from bringing a lawsuit against directors, officers and employees for breaches of
their fiduciary duties, and may similarly discourage the filing of derivative litigation by our shareholders against our directors, officers
and employees even though such actions, if successful, might otherwise benefit our Company and shareholders.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
ITEM 2. PROPERTIES.
We own no real property. We rent
space at 315 Montgomery Street San Francisco, CA 94104. Due to Covid-19 we have scaled back our offices at 315 Montgomery Street San Francisco,
CA 94104 to a virtual room but, we can rent offices at this location on an employee-by-employee basis including meeting facilities. We
can terminate the lease at this location at any time by giving one months’ notice and the current rent at this location is approximately
$175 per month.
ITEM 3. LEGAL PROCEEDINGS.
We may from time to time be involved
in various claims and legal proceedings of a nature we believe are normal and incidental to our business. These matters may include product
liability, intellectual property, employment, personal injury cause by our employees, and other general claims. We are not presently a
party to any legal proceedings that, in the opinion of our management, are likely to have a material adverse effect on our business. Regardless
of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and
other factors.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY,
RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market Information
The Company’s Common Stock
is quoted on and trades on the OTCQB under the symbol of “WSFT.”
Our stock has been thinly traded
on the OTC and there can be no assurance that a liquid market for our common stock will ever develop.
Holders
As
of February 28, 2022 we had 98,288,209 shares of our common stock outstanding, and there
were approximately 313 stockholders of record of our common stock. There were no holders of the Company’s preferred stock.
Common
and Preferred Stock
Our
authorized capital stock consists of 200,000,000 shares of common stock, par value $0.001 per share. As of February 28, 2022, there were
98,288,209 shares of our common stock issued and outstanding and 0 shares of our preferred
stock issued and outstanding.
Options and
Warrants
None.
Debt Securities
None.
Transfer
Agent
The
Company’s transfer agent is Pacific Stock Transfer, Inc. located at 6725 Via Austi Pkwy, Suite 300 Las Vegas, NV 89119 with a phone
number at 1 (800) 785-7782.
Dividends
The
Company has not declared any cash dividends since inception and does not anticipate paying any cash dividends in the foreseeable future.
The payment of cash dividends is within the discretion of the Board of Directors and will depend on the Company’s earnings, capital
requirements, financial condition, and other relevant factors. There are no restrictions that currently limit the Company’s ability
to pay cash, or other, dividends on its Common Stock other than those generally imposed by applicable state law.
Equity Compensation
Plans
We
have no equity compensation plans.
Issuer Purchases
of Equity Securities
On
February 18, 2021, the Company entered into a Stock Redemption Agreement (the “Redemption Agreement”) with Saqoia, Inc. (“SI”),
an entity which is owned and controlled by Rasmus Refer. Pursuant to the Redemption Agreement, the Company agreed to purchase, and SI
agreed to sell, 14,000,000 shares (the “Shares”) of the Company’s common stock held by SI to the Company in exchange
for $1.00, with the Shares then being returned to the Company’s authorized, but unissued shares of common stock. Rasmus Refer was
previously the Chief Executive Officer of the Company from April 2019 to August 2020 and Director of the Company from April 2019 to November
2020. Prior to the Redemption Agreement, SI held 86,895,078 shares of the Company’s common stock, and after the Redemption Agreement,
SI holds 72,895,078 shares of the Company’s common stock of which Mr. Refer has voting and dipositive power. Mr. Refer also currently
holds 3,400,000 shares of the Company’s common stock in his own name of which he has voting and dipositive power.
Recent
Sales of Unregistered Securities
The following
information represents securities sold by the Company since the January 1, 2018, which were not registered under the Securities Act. Included
are sales of reacquired securities, as well as new issues, securities issued in exchange for property, services, or other securities,
and new securities resulting from the modification of outstanding securities.
From
January 1, 2020 to December 31, 2020, we made the following issuances:
On
January 3, 2020, the Company received $868 from an investor pursuant to private placement agreement with the investor to purchase 532
shares of the Company’s $0.001 par value common stock at a purchase price equal to $1.63 for each share of common stock.
On
May 28, 2020, the Company received $1,950 from an investor pursuant to a private placement agreement to purchase 1,500 shares of the Company’s
$0.001 par value common stock at a purchase price equal to $1.30 for each share of common stock.
On
May 28, 2020, the Company received $1,436 from an investor pursuant to a private placement agreement to purchase 1,000 shares of the Company’s
$0.001 par value common stock at a purchase price equal to $1.436 for each share of common stock.
On
April 16, 2020, the Company issued 1,500 shares of the Company’s $0.001 par value common stock to Milestone Management for Consulting
services. The shares were valued on the date of issuance at $2.00 per share or $3,000.
On
May 16, 2020, the Company issued 4,000 shares of the Company’s $0.001 par value common stock to Milestone Management for Consulting
services. The shares were valued on the date of issuance at $1.25 per share or $5,000.
On
June 1, 2020, the Company issued 500,000 shares of the Company’s $0.001 par value common stock to Carsten K. Falk, the Company’s
Chief Commercial Officer and deputy pursuant to his Employment Agreement. The shares were valued on the date of issuance at $3.00 per
share or $1,500,000.
On
June 16, 2020, the Company issued 4,000 shares of the Company’s $0.001 par value common stock to Milestone Management for Consulting
services. The shares were valued on the date of issuance at $2 per share or $4,000.
On
August 1, 2020, the Company issued 12,500 shares of the Company’s $0.001 par value common stock for Consulting services. The shares
were valued on the date of issuance at $4.50 per share or $56,250.
On
August 1, 2020, the Company issued 62,500 shares of the Company’s $0.001 par value common stock to Milestone Management for Consulting
services. The shares were valued on the date of issuance at $4.50 per share or $281,250.
From
January 1, 2021 to December 31, 2021, we made the following issuances:
On
June 8, 2021, we issued 25,000 shares of our common stock for services.
During
the nine months ended September 30, 2021, the Company entered into an employment agreement in which it granted 100,000 shares of common
stock. As of September 30, 2021, the shares have not been issued and have been included in stock payable.
On
September 10, 2021, the Company issued 1,500,000 shares of common stock for services. The shares were valued on the date of issuance at
$2.75 per share or $4,125,000.
On
September 10, 2021 the Company issued 111,111 shares of the Company’s $0.001 par value common stock for services. The shares were
valued on the date of issuance at $1.70 per share or $188,889.
The
sales and issuances of the securities described below were made pursuant to the exemptions from registration contained in Section 4(a)(2)
of the Securities Act and Regulation D under the Securities Act. Each purchaser represented that such purchaser’s intention to acquire
the shares for investment only and not with a view toward distribution. We requested our stock transfer agent to affix appropriate legends
to the stock certificate issued to each purchaser and the transfer agent affixed the appropriate legends. Each purchaser was given adequate
access to sufficient information about us to make an informed investment decision.
ITEM 6. SELECTED
FINANCIAL DATA.
Not
applicable to a smaller reporting company.
ITEM 7. MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following
discussion and analysis of our results of operations and financial condition should be read in conjunction with our financial statements
and the notes to those financial statements that are included elsewhere in this Annual Report on Form 10-K. Our discussion includes forward-looking
statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions.
Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result
of a number of factors. See “Cautionary Note Regarding Forward-Looking Statements” at the beginning of this Annual Report
on Form 10-K.
Management Comments
on Financial Results & Operations in 2020
The
financial results are in line with the management’s expectations. The Company incurred a net loss of $5,179,500 for
the year ended December 31, 2021, compared to a net loss of $1,947,223 for the year ended
December 31, 2020. The main reason for the net loss in operating expenses was primarily due to stock-based compensation of $4,720,214.
We
anticipate our underlying operating expenses excluding stock-based compensation will increase as we undertake our plan of operations.
The increase will be attributable to: (i) administrative and operating costs associated with our business activities and (ii) the professional
fees associated with our increasing reporting obligations.
Results of Operation for Years Ended December 31,
2021 and 2020
Revenues
We earned no revenues for the
year ended December 31, 2021 or 2020. We hope to generate revenues in 2022, but we will need financing to maximize our earning potential.
Operating Expenses
Operating expenses increased from
$1,947,223 for the year ended December 31, 2020 to $5,175,042 for the year ended December 31, 2021. The main reason for the increase in
operating expenses for 2021 was considerably more spent on professional fees over the same periods in 2020. We issued stock for services
in the amount of $4,720,214, and that resulted in the bulk of the increased operating expenses. Also, general and administrative expenses
increased for 2021 over 2020.
We anticipate our operating expenses
will increase as we undertake our plan of operations. The increase will be attributable to administrative and operating costs associated
with our business activities and the professional fees associated with our reporting obligations.
Other Expenses
We incurred insignificant amounts
as interest expense for the years ended December 31, 2021 and 2020.
Net Loss
We
incurred a net loss of $5,179,500 for the year ended December 31, 2021, compared to
a net loss of $1,954,297 for the year ended December 31, 2020.
Liquidity and Capital Resources
As of December 31, 2021, we had
total current assets of $15,837 and total current liabilities of $595,137. We had working capital deficit of $579,300 as of December 31,
2021.
Net cash used in operating activities
was $409,204 for the year ended December 31, 2021, as compared with $173,141 in cash for the same period ended 2020. Our net losses were
the main contributing factor to our negative operating cash flows offset mainly by stock based compensation.
Financing activities provided
$405,299 in cash for the year ended December 31, 2021, as compared with $61,100 in cash provided for the same period ended 2020. The majority
of cash provided in 2021 was from a related party line of credit. The majority of cash provided in 2020 was proceeds from related party
advances.
Going Concern
We
have evaluated all relevant conditions and events that are reasonably known or reasonably knowable, in the aggregate, as of the date the
consolidated financial statements are issued and determined that substantial doubt exists about the Company’s ability to continue
as a going concern. The Company’s ability to continue as a going concern is dependent on the Company’s ability to generate
revenues and raise capital. The Company has not generated sufficient revenues from product sales to provide sufficient cash flows to enable
the Company to finance its operations internally. As of December 31, 2021, the Company had $15,659 cash on hand. At December 31, 2021
the Company has an accumulated deficit of $12,763,038. For the year ended December 31, 2021, the Company had a net loss of $5,179,500,
and net cash used in operations of $409,205. These factors raise substantial doubt about the Company’s
ability to continue as a going concern within one year from the date of filing.
Over
the next twelve months management plans to use borrowings and security sales to mitigate the effects of cash flow deficits; however, no
assurance can be given that debt or equity financing, if and when required, will be available. The financial statements do not include
any adjustments relating to the recoverability and classification of recorded assets and classification of liabilities that might be necessary
should the Company be unable to continue existence.
Future Financings.
Because of our limited operating
history, it is difficult to predict our capital needs on a monthly, quarterly or annual basis. We will have no capital available to us
if we are unable to raise money or find alternate forms of financing, which we do not have in place at this time other than the “Credit
Agreement” with Rasmus Refer. Pursuant to the Credit Agreement dated December 30, 2020, Mr. Refer has agreed to make unsecured loans
and extensions of credit available to the Company of up to $1,000,000, as requested by the Company under the Credit Agreement, to implement
the Company’s plan of operations if we are unable to raise sufficient funds from other sources. The funds extended to the Company
under the Credit Agreement will have a maturity date of 24 months and will carry interest at 0.01% per annum. The Company may prepay the
funds at any time without penalty. To date $300,000 has been provided to the Company under the Credit Agreement.
There can be no assurance that
we will be successful in raising additional funding. If we are not able to secure additional funding, the implementation of our business
plan will be impaired. There can be no assurance that such additional financing will be available to us on acceptable terms or at all.
If we are unable to raise this money, our growth plans will be frustrated. There can be no assurance that our attempts to raise funds
will be successful. You may lose your entire investment.
Critical Accounting Policies.
In December 2001, the SEC requested
that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated
that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition
and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates
about the effect of matters that are inherently uncertain. Our critical accounting policies are disclosed Note 2 of our financial statements
included in this Annual Report on Form 10-K.
Off-Balance Sheet Arrangements
We have no significant 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 that are material to stockholders.
Recently
Issued Accounting Pronouncements
The Company has implemented all
new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless
otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that
might have a material impact on its financial position or results of operations.
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not
required for smaller reporting companies.
ITEM 8. FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA.
See Index to Financial Statements
and Financial Statement Schedules appearing on pages F-1 to F-11 of this Annual Report on Form
10-K.
ITEM 9. CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 9A.
CONTROLS AND PROCEDURES.
Disclosure
Controls and Procedures
We
maintain “disclosure controls and procedures,” as that term is defined in Rule 13a-15(e), promulgated by the SEC pursuant
to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Disclosure controls and procedures include controls
and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Exchange Act
is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information
is accumulated and communicated to our management, including our principal executive officer and principal financial officer to allow
timely decisions regarding required disclosure. Our management, with the participation of our CEO who acts as our principal executive
officer and principal financial officer, evaluated our company’s disclosure controls and procedures as of the end of the period
covered by this annual report on Form 10-K. Based on this evaluation, our principal executive officer and principal financial officer
concluded that as of December 31, 2021, our disclosure controls and procedures were not effective. The ineffectiveness of our disclosure
controls and procedures was due to material weaknesses, which we identified, in our report on internal control over financial reporting.
Management’s
Report on Internal Controls over Financial Reporting
Our
management, including our CEO who acts as our principal executive officer and principal financial officer, is responsible for establishing
and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our management,
with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our internal
control over financial reporting as of December 31, 2021. Our management’s evaluation of our internal control over financial reporting
was based on the framework in Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on this evaluation, our management concluded that as of December 31, 2021, our internal control over financial
reporting was not effective.
The
ineffectiveness of our internal control over financial reporting was due to the following material weaknesses which we identified in our
internal control over financial reporting:
|
(1) |
the lack of multiples levels of management review on complex accounting and financial reporting issues, and business transactions; and |
|
(2) |
a lack of adequate segregation of duties and necessary corporate accounting resources in our financial reporting process and accounting function as a result of our limited financial resources to support hiring of personnel and implementation of accounting systems. |
We
expect to be materially dependent upon third parties to provide us with accounting consulting services related to accounting services
for the foreseeable future. We believe this will be sufficient to remediate the material weaknesses related to our accounting discussed
above. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the
material weaknesses and significant deficiencies in our disclosure controls and procedures will not result in errors in our consolidated
financial statements which could lead to a restatement of those financial statements.
A
material weakness is a deficiency or a combination of control deficiencies in internal control over financial reporting such that there
is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected
on a timely basis.
Limitations
on Effectiveness of Controls
Our
CEO who acts as our principal executive officer and principal financial officer does not expect that our disclosure controls or our internal
control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can
provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system
must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because
of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and
instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additional controls can be circumvented
by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any
system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate
because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent
limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
This
annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant
to SEC rules that permit us to provide only management’s report on internal control over financial reporting in this annual report
on Form 10-K.
Changes in
Internal Control over Financial Reporting
There
was no change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Securities
Exchange Act of 1934) during the quarter ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect,
the Company’s internal control over financial reporting.
ITEM 9B.
OTHER INFORMATION.
None.
Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
None.
PART III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The
following information sets forth the names, ages, and positions of our current directors and executive officers.
Name |
|
Age |
|
Positions and Offices Held |
Carsten Kjems Falk |
|
|
47 |
|
|
Chief Executive Officer (principal executive officer and principal financial/accounting officer) |
Paul Quintal |
|
|
59 |
|
|
Chairman and Director |
Set forth below
is a brief description of the background and business experience of each of our current executive officers and directors.
Paul Quintal-
Chairman and Director
Mr.
Quintal joined the company on August 1, 2020 as Chief Commercial Officer with the objective to get funding, he then resigned from this
role in December 2020 and later took the role as Chairman and Directors on December 1st 2020. From 2009 to present, Mr. Quintal
has been the Chief Commercial Officer of Pentius, Inc. Paul began his career at internet pioneers Softbank,
Internet.com and Lycos as a key member of 2 IPOs, 2 exits via sale and 12 acquisitions & integrations. His role as an original member
of the Pentius team includes negotiating large strategic contracts, high-value deal-making, and managerial guidance. Aside from
that provided above, Mr. Quintal does not hold and has not held over the past five years any other directorships in any company with a
class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange
Act or any company registered as an investment company under the Investment Company Act of 1940. We believe that Mr. Quintal is qualified
to serve on our Board of Directors because of his leadership and experience in search engine technology.
Carsten Kjems
Falk – Chief Executive Officer
Mr.
Falk joined the Company on June 1st, 2020 as our Deputy Chief Executive Officer and signed a new contract as Chief Executive
Officer on September 1, 2020. From 2013 to 2019, Mr. Falk was Chief Executive Officer at Domino’s Pizza DK. From June 2020, to present,
Mr. Falk is Chief Executive Officer of our company. Mr. Falk holds a Master’s degree in Mathematics and curriculum studies. Mr.
Falk has a proven track record of successfully winning 2 Gazelle Prizes from the leading financial newspaper in Denmark. Carsten's resume
also includes business acceleration and driving profitable growth for B2B & B2C Venture capital and private owned companies and has
been awarded twice for best global online sales by Domino's International. Aside from that provided above, Mr. Falk does not hold and
has not held over the past five years any other directorships in any company with a class of securities registered pursuant to Section
12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment
company under the Investment Company Act of 1940.
Term of Office
Our
Directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed
from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board,
subject to their respective employment agreements.
Family Relationships
There
are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors
or executive officers.
Involvement
in Certain Legal Proceedings
During
the past 10 years, none of our current directors, nominees for directors or current executive officers has been involved in any legal
proceeding identified in Item 401(f) of Regulation S-K.
Compliance
with Section 16(a) of the Exchange Act
Section
16(a) of the Exchange Act requires the Company’s directors and officers, and persons who beneficially own more than 10% of a registered
class of the Company’s equity securities, to file reports of beneficial ownership and changes in beneficial ownership of the Company’s
securities with the SEC on Forms 3, 4 and 5. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish
the Company with copies of all Section 16(a) forms they file. All filings were timely.
Audit Committee
We
do not have a separately-designated standing audit committee. The entire board of directors performs the functions of an audit committee,
but no written charter governs the actions of the board of directors when performing the functions of that would generally be performed
by an audit committee. The board of directors approves the selection of our independent accountants and meets and interacts with the independent
accountants to discuss issues related to financial reporting. In addition, the board of directors reviews the scope and results of the
audit with the independent accountants, reviews with management and the independent accountants our annual operating results, considers
the adequacy of our internal accounting procedures and considers other auditing and accounting matters including fees to be paid to the
independent auditor and the performance of the independent auditor.
For
the fiscal year ending December 31, 2021 and 2020, the board of directors:
Reviewed and discussed the audited financial statements with management, and
Reviewed and discussed the written disclosures and the letter from our independent auditors on the matters relating to the auditor's
independence.
Based
upon the board of directors’ review and discussion of the matters above, the board of directors authorized inclusion of the audited
financial statements for the year ended December 31, 2021 and 2020, to be included in this Annual Report on Form 10-K filed with the Securities
and Exchange Commission.
Code of Ethics
We
have adopted a Code of Ethics which applies to our executive officers, directors and employees, a copy of our code of ethics is filed
as Exhibit 14.1 to this Annual Report on Form 10-K.
ITEM 11.
EXECUTIVE COMPENSATION.
The
following summary compensation table sets forth all compensation awarded to, earned by, or paid to our named executive officers paid by
us during the years ended December 31, 2021 and 2020.
Summary
Compensation Table
Name and Principal Position | |
Year | |
Salary ($) | |
Bonus ($) | |
Stock Awards ($) | |
Option Awards ($) | |
Non-Equity Incentive Plan Compensation ($) | |
Non-Qualified Deferred Compensation Earnings ($) | |
All Other Compensation ($) | |
Totals ($) |
| |
| |
| |
| |
| |
| |
| |
| |
|
Paul Quintal, Chairman(3) | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| 2021 | | |
$ | 24,000 | | |
| — | | |
| 188,889 | | |
| — | | |
| — | | |
| — | | |
| — | | $ |
212,889 |
| |
| 2020 | | |
$ | 10,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | $ |
10,000 |
Carsten
Falk, Chief Executive Officer | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| 2021 | | |
$ | 60,000 | | |
| — | | |
| 4,125,000 | | |
| — | | |
| — | | |
| — | | |
| — | | $ |
4,185,000 |
| |
| 2020 | | |
$ | — | | |
| — | | |
| 1,500,000 | (2) | |
| — | | |
| — | | |
| — | | |
| — | | $ |
1,500,000(2) |
Rasmus
Refer, Former Chief Executive Officer(1) | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| 2021 | | |
$ | — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
- |
| |
| 2020 | | |
$ | — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
- |
(1) Rasmus Refer
was previously the CEO of the Company from April 2019 to August 31, 2020 and Director of the Company from April 2019 to November 30, 2020.
On June 12, 2020, the Company entered into an employment agreement with Rasmus Refer in his then capacity as the Company’s CEO,
effective August 1, 2020. Since Rasmus Refer’s resignation from all positions with the Company, his employment agreement has since
been terminated. No payments were made under this agreement prior to its termination and Mr. Refer waived his right to receive any and
all payments under this agreement.
(2) Mr. Falk
joined the Company on June 1st, 2020 as our Deputy Chief Executive Officer and became our Chief Executive Officer on September
1, 2020. This amount represents the fair market value of 500,000 shares of common stock issued to Carsten Falk pursuant to his Prior Employment
Agreement, as such term is defined below, in his capacity as the Company’s Deputy Chief Executive Officer for employment services.
This amount represents the fair market value of 3.00 per share on the effective date of his Prior Employment Agreement which is June 1,
2020.
(3) Mr. Quintal
joined the Company on August 1, 2020 as Chief Commercial Officer and resigned from this role in December 2020 and later took the role
as Chairman and Director on December 1st 2020. Mr. Quintal was paid $8,000 pursuant to the Prior Agreement, as such term is defined below,
in his capacity as the Company’s Chief Commercial Officer during the fiscal year ended December 31, 2020. Mr. Quintal was paid $2,000
pursuant to his current employment agreement in his capacity as the Company’s Chairman and Director, during the fiscal year ended
December 31, 2020. Therefore the total payment amount Mr. Quintal received during the year ended December 31, 2020 from the Company was
$10,000 and represents payments for Mr. Quintal for serving for four months as the Company’s Chief Commercial Officer and one month
serving as the Chairman and Director of the Company.
Narrative
Disclosure to Summary Compensation Table
Employment
Agreements
The
Company entered into an employment agreement (the “Prior Employment Agreement”) with Carsten Falk in his capacity as the Company’s
Deputy Chief Executive Officer on May 30, 2020, effective as of June 1, 2020. Pursuant to the Prior Employment Agreement, Mr. Falk was
issued 500,000 shares of the Company’s common stock in accordance with the terms of the Prior Employment Agreement. Pursuant to
the Prior Employment Agreement, Mr. Falk was to receive $15,000 per month to be paid on the last day of each month, however no such payments
were made under the Prior Employment Agreement as Mr. Falk chose not to take these payments and has waived his right to receive same.
Mr. Falk joined the Company on June 1st, 2020 as our Deputy Chief Executive Officer and became our Chief Executive Officer
on September 1, 2020 and upon this change of positions, his Prior Employment Agreement was terminated.
The
Company and Mr. Falk entered into a new employment agreement on August 30, 2020, with an effective date of September 1, 2020 in his capacity
as the Company’s Chief Executive Officer, pursuant to which the Company agreed to pay Mr. Falk a base salary of $15,000 per month
starting in September 2020. Mr. Falk agreed to waive all of his salary for the year 2020. Under the employment agreement, Mr. Falk was
to receive, but agreed to waive, receipt of the 500,000 shares of the Company’s common stock to be issued to him upon entering into
the agreement, as he had already received 500,000 shares of the Company’s common stock pursuant to his Prior Employment Agreement.
Further pursuant to the employment agreement, Mr. Falk will receive an additional 500,000 shares of the Company’s common stock if
the Company gets accepted to the OTC Markets OTCQB tier, 1,000,000 shares of the Company’s common stock upon the Company’s
first funding under the Purchase Agreement with Oscaleta Partners, LLC or other funding, which is described above in this Form 10-K, and
an additional 500,000 shares of the Company’s common stock if the Company gets accepted to a higher level trading platform than
the OTC Markets OTCQB tier. Under the Agreement, Mr. Falk is eligible to receive a bonus on terms specified by the Chairman of the Company’s
Board of Directors once a year in June, starting in June 2021. The employment agreement can be terminated by the Company’s Board
of Directors and Mr. Falk by giving 3 months notice of the intended termination. He is also eligible for vacation, sick days and bonuses
as determined by our board of directors under the terms of the employment agreement.
The
Company entered into an employment agreement with Paul Quintal on July 28, 2020, in his capacity as the Company’s Chief Commercial
Officer, effective as of August 7, 2020 (the “Prior Agreement”). Pursuant to the Prior Agreement, the Company agreed to pay
Mr. Quintal $2,000 per month and to issue him $100,000 of shares of the Company’s common stock (the “Shares”). Mr. Quintal
joined the Company on August 1, 2020 as Chief Commercial Officer and resigned from this role in December 2020 and later took the role
as Chairman and Director on December 1st 2020. When Mr. Quintal resigned from the Chief Commercial Officer position, the Prior Agreement
was terminated and he waived his right to receive the Shares. Mr. Quintal was paid $8,000 pursuant to the Prior Agreement in his capacity
as the Company’s Chief Commercial Officer during the fiscal year ended December 31, 2021.
The
Company then entered into an employment agreement with Paul Quintal on October 1, 2020, in his capacity as the Chairman of the Company’s
Board of Directors, effective as of December 1, 2020. Pursuant to the agreement, the Company agreed to pay Mr. Quintal $2,000 per month.
Pursuant to the agreement, Mr. Quintal will receive 50,000 shares of the Company’s common stock on June 1, 2021, and if at that
time the price per share of the Company’s common stock is below $2.00 per share, then instead, Mr. Quintal will receive $100,000
in shares of the Company’s common stock. The agreement can be terminated by either Mr. Quintal or the Company upon giving 3 months
notice. He is also eligible for vacation, sick days and bonuses as determined by our board of directors. Mr. Quintal was paid $2,000 pursuant
to this employment agreement in his capacity as the Company’s Chairman and Director, during the fiscal year ended December 31, 2021.
On
June 12, 2020, the Company entered into an employment agreement with Rene Lauritsen, pursuant to which Rene agreed to serve in the capacity
of investor relations for the Company effective August 1, 2020 in exchange for $10,000 to be paid monthly. Until the Company is able to
raise additional funds, the Company and Mr. Lauristen decided to part ways in mid-September, 2020, and the employment agreement has since
been terminated pursuant to a termination agreement dated September 22, 2020. No payments were made under this agreement prior to its
termination and Mr. Lauristen waived his right to receive any payments thereunder. Mr.
Lauristen currently owns 4,499,000 shares of the Company’s common stock constituting 4.95% of the Company’s issued and outstanding
common stock.
Outstanding
Equity Awards at Fiscal Year-End
Other
than as discussed above, no executive officer received any equity awards, or holds exercisable or unexercisable options, as of the years
ended December 31, 2021 and 2019.
Long-Term
Incentive Plans
There
are no arrangements or plans in which the Company would provide pension, retirement or similar benefits for our Director or executive
officer.
Compensation
Committee
The
Company currently does not have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive
compensation.
Compensation
of Directors
Directors
are permitted to receive fixed fees and other compensation for their services as Directors. The Board of Directors has the authority to
fix the compensation of Directors. No amounts have been paid to, or accrued to, Directors in such capacity, other than those paid to Mr.
Quintal under his employment agreement.
Director
Independence
The
Board of Directors is currently composed of one member, which is Paul Quintal. Mr. Quintal does not qualify as independent in accordance
with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective
tests, such as that the Director is not, and has not been for at least three years, one of the Company’s employees and that neither
the Director, nor any of his family members has engaged in various types of business dealings with us.
Security
Holders Recommendations to Board of Directors
The
Company welcomes comments and questions from the shareholders. However, while the Company appreciates all comments from shareholders,
it may not be able to individually respond to all communications.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table sets forth
certain information known to us regarding beneficial ownership of our capital stock for (i)
all executive officers and directors as a group and (ii) each person, or group of affiliated persons, known by us to be the beneficial
owner of more than five percent (5%) of our capital stock. The percentage of beneficial ownership in the table below is based on 98,288,209
shares of common stock deemed to be outstanding as of February 28, 2022.
Name of Beneficial Owner | |
Amount and Nature of Beneficial Ownership(1) | |
Percentage of Beneficial Ownership(2) |
Directors and Officers: | |
| | | |
| | |
Paul Quintal | |
| 111,111 | | |
| 0,11 | % |
Carsten Falk | |
| 2,000,000 | | |
| 2.03 | % |
All executive officers and directors as a group (2 persons) | |
| 2,111,111 | | |
| 2.14 | % |
5% Holders | |
| | | |
| | |
Terje Aarbogh(3) | |
| 72,895,078 | | |
| 74.16 | % |
|
(1) |
Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding. |
|
|
|
|
(2) |
Based upon 98,288,209 common shares issued and outstanding.
|
|
(3) |
Shares held in Modern Art in which Mr. Aabogh has
voting and dispositive control.
|
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Other
than described below or the transactions described under the heading “Executive Compensation,” there have not been, and there
is not currently proposed, any transaction or series of similar transactions to which we were or will be a participant in which the amount
involved exceeded or will exceed the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two
completed fiscal years, and in which any director, executive officer, holder of 5% or more of any class of our capital stock or any member
of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest.
As of December 31, 2021 and 2020,
the Company had amounts due to Fastbase Inc., a Company that used to have the same control shareholder and shared a common board member
and officer, of $29,626 and $29,626, respectively. During the year ended December 31, 2021 and 2020, the Company received additional advances
in the amounts of $1,909 and $0, respectively, and the Company made payments on the advances in the amounts of $1,909 and $0, respectively.
Loans payable - related party
On June 1, 2020 the company entered
into a loan agreement with Fastbase Inc. in the amount of $30,215. The amount bears no interest and is due upon request.
On September 1, 2020 the company
entered into a loan agreement with Fastbase Inc. in the amount of $15,000. The note bears an interest rate of 4.25% and is due on September
1, 2022.
On October 24, 2020 the company
entered into a loan agreement with Fastbase Inc. in the amount of $7,875. The note bears an interest rate of 4.25% and is due on January
1, 2023.
On December 3, 2020 the company
entered into a loan agreement with Fastbase Inc. in the amount of $10,000. The note bears an interest rate of 4.25% and is due on January
1, 2023.
As of December 31, 2021 and 2020,
the Company had loans due to related parties of $63,090 and 63,090, respectively. Interest expense related to related party loans was
$4,420 and $2,069 for the years ending December 31, 2021 and 2020, respectively, of which $3,022 and $2,260 was imputed interest and recorded
against additional paid in capital for the years ended December 31, 2021 and 2020, respectively.
Line of credit – related party
On December 30, 2020 the company
entered into a $1,000,000 revolving note agreement with it prior majority shareholder. The note carries and 0.01% interest rate and is
due on the later of the date the Company has the funds to repay the note or 24 months. During the year ended December
31, 2021, the Company borrowed $295,000 under the revolving note. As of December 31, 2021 and 2020, the note had a balance of $295,000
and $0, respectively. Interest expense related to the line of credit was $29 and $0 for the years ending December 31, 2021 and 2020, respectively.
Contracts
with related parties
On
March 1, 2018 Wikisoft entered into a service contract with Fastbase Inc. to provide 5 million ad impressions and 18 months of advertisements
with tracking code placement on all Wikisoft portals for $100,000. During this period the Company was not permitted to display any type
of advertisements for other web analytics tools in competition with Fastbase Inc. The Company recognized the revenue evenly over the life
of the Contract. During the three months ended March 31, 2020 and 2019, the Company recognized $0 and $16,393 in revenue related
to the contract. During the years ended December 31, 2019 and 2018, the Company recognized $44,444 and $55,556 revenue. As of December
31, 2019, all amounts had been earned and the Company had no remaining contract liability. During the year ended December 31, 2021 the
Company did not recognize any revenue related to this contract.
On
February 18, 2021, the Company entered into a Stock Redemption Agreement (the “Redemption Agreement”) with Saqoia, Inc. (“SI”),
an entity which is owned and controlled by Rasmus Refer. Pursuant to the Redemption Agreement, the Company agreed to purchase, and SI
agreed to sell, 14,000,000 shares (the “Shares”) of the Company’s common stock held by SI to the Company in exchange
for $1.00, with the Shares then being returned to the Company’s authorized, but unissued shares of common stock. Rasmus Refer was
previously the Chief Executive Officer of the Company from April 2019 to August 2020 and Director of the Company from April 2019 to November
2020. Prior to the Redemption Agreement, SI held 86,895,078 shares of the Company’s common stock, and after the Redemption Agreement,
SI holds 72,895,078 shares of the Company’s common stock of which Mr. Refer has voting and dipositive power. Mr. Refer also currently
holds 3,400,000 shares of the Company’s common stock in his own, of which he has voting and dipositive power.
Director
Independence
The
Board of Directors is currently composed of one member. Mr. Quintal does not qualify as independent in accordance with the published listing
requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the Director
is not, and has not been for at least three years, one of the Company’s employees and that neither the Director, nor any of his
family members has engaged in various types of business dealings with us.
Committees
We
do not have a standing nominating, compensation or audit committee. Rather, our Board of Directors performs the functions of these committees.
We do not believe it is necessary for our Board of Directors to appoint such committees because the volume of matters that come before
our Board of Directors for consideration permits the directors to give sufficient time and attention to such matters to be involved in
all decision making. Additionally, because our Common Stock is not listed for trading or quotation on a national securities exchange,
we are not required to have such committees.
Code of Ethics
We
have adopted a Code of Ethics which applies to our executive officers, directors and employees, a copy of our code of ethics is filed
as Exhibit 14.1 to this Annual Report on Form 10-K.
Indemnification
Under
our bylaws, every person who was or is a party to, or is threatened to be made a party to, or is involved in any action, suit, or proceeding,
whether civil, criminal, administrative, or investigative, by reason of the fact that he is or was our director or officer, or is or was
serving at our request as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust,
or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada
from time to time against all expenses, liability, and loss (including attorneys’ fees judgments, fines, and amounts paid or to
be paid in settlement) reasonably incurred or suffered by him or her in connection therewith. Such right of indemnification shall be a
contract right, which may be enforced in any manner desired by such person. The expenses of officers and directors incurred in defending
a civil or criminal action, suit, or proceeding must be paid by us as they are incurred and in advance of the final disposition of the
action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not entitled to be indemnified by us. Such right of indemnification shall not
be exclusive of any other right which such directors, officers, or representatives may have or hereafter acquire, and, without limiting
the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote
of shareholders, provision of law, or otherwise.
Without
limiting the application of the foregoing, our board of directors may adopt bylaws from time to time with respect to indemnification,
to provide at all times the fullest indemnification permitted by the laws of the State of Nevada, and may cause us to purchase and maintain
insurance on behalf of any person who is or was our director or officer, or is or was serving at our request as a director or officer
of another corporation, or as its representative in a partnership, joint venture, trust, or other enterprise against any liability asserted
against such person and incurred in any such capacity or arising out of such status, whether or not we would have the power to indemnify
such person. The indemnification provided shall continue as to a person who has ceased to be a director, officer, employee, or agent,
and shall inure to the benefit of the heirs, executors and administrators of such person.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us
pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.
We
have not entered into any agreements with our directors and executive officers that require us to indemnify these persons against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred (including expenses of a derivative action) in connection
with any proceeding, whether actual or threatened, to which any such person may be made a party by reason of the fact that the person
is or was our director or officer or any of our affiliated enterprises.
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The
following table sets forth the fees billed to our company for the years ended December 31, 2021 and 2020 for professional services rendered
by our independent registered public accounting firm Boyle CPA, LLC:
Fees | |
2020 | |
2021 |
Audit Fees | |
$ | 19,500 | | |
$ | 21,000 | |
Audit-Related Fees | |
| | | |
| | |
Tax Fees | |
| | | |
| | |
All Other Fees | |
| | | |
| | |
Total | |
$ | 19,500 | | |
$ | 21,000 | |
Audit Fees
Audit
fees were for professional services rendered for the audits of our annual financial statements and for review of our quarterly financial
statements during the 2021 and 2020 fiscal years.
Audit-related
Fees
This
category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to
the performance of the audit or review of our financial statements and are not reported above under “Audit Fees”.
Tax Fees
As
our independent registered public accountants did not provide any services to us for tax compliance, tax advice and tax planning during
the fiscal years ended December 31, 2021 and 2020, no tax fees were billed or paid during those fiscal years.
All Other
Fees
Our
independent registered public accountants did not provide any products and services not disclosed in the table above during the 2021 and
2020 fiscal years. As a result, there were no other fees billed or paid during those fiscal years.
Pre-Approval
Policies and Procedures
Our
board of directors, which acts as our audit committee, pre-approves all services provided by our independent auditors. All of the above
services and fees were reviewed and approved by our board of directors before the respective services were rendered.
Our
board of directors has considered the nature and amount of fees billed by our independent registered public accounting firm and believe
that the provision of services for activities unrelated to the audit is compatible with maintaining their respective independence.
PART IV
ITEM 15.
EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.
(a) 1. Financial
Statements
INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm; |
F-1 |
Consolidated Balance Sheets as of December 31, 2021 and 2020; |
F-2 |
Consolidated Statements of Operations for the years ended December 31, 2021 and 2020; |
F-3 |
Consolidated Statement of Stockholders’ Equity as of December 31, 2021 and 2020; |
F-4 |
Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 2020; and |
F-5 |
Notes to Consolidated Financial Statements. |
F-6 |
Boyle CPA, LLC
Certified Public Accountants & Consultants
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Shareholders and
Board of Directors of WikiSoft Corp.
Opinion on the Financial Statements
We have audited the accompanying balance sheet of
WikiSoft Corp. (the “Company”) as of December 31, 2021 and 2020, the related statements of operations, stockholders’
equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2021, and the related notes (collectively
referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material
respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows
for each of the years in the two-year period ended December 31, 2021, in conformity with accounting principles generally accepted in the
United States of America.
Substantial Doubt About the Company’s
Ability to Continue as a Going Concern
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
3 to the financial statements, the Company’s lack of revenues and cumulative net losses raise substantial doubt about its ability
to continue as a going concern for one year from the issuance of these financial statements. Management’s plans are also described
in Note 3. The financial statements do not include adjustments that might result from the outcome of this uncertainty.
Basis of Opinion
These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our
audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)
and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules
and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with standards
of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to fraud or error. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit,
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ Boyle CPA, LLC
We have served as the Company’s auditor since 2019
Red Bank, NJ
March 4, 2022
331 Newman Springs
Road
|
P (732) 784-1582 |
Building 1, 4th Floor, Suite 143 |
|
Red Bank, NJ 07701 |
F (732) 510-0665 |
WIKISOFT CORP.
CONSOLIDATED BALANCE SHEETS
| |
December 31, 2021 | |
December 31, 2020 |
ASSETS | |
| |
|
Current assets | |
| | | |
| | |
Cash | |
$ | 15,659 | | |
$ | 19,564 | |
Prepaid and other current assets | |
| 178 | | |
| 187,500 | |
Total current assets | |
| 15,837 | | |
| 207,064 | |
| |
| | | |
| | |
Other assets | |
| | | |
| | |
Prepaid expenses - long term | |
| 210,293 | | |
| — | |
Total other assets | |
| 210,293 | | |
| — | |
| |
| | | |
| | |
| |
| | | |
| | |
Total assets | |
$ | 226,130 | | |
$ | 207,064 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS' DEFICIT | |
| | | |
| | |
Current liabilities | |
| | | |
| | |
Accounts payable and accrued liabilities | |
| 207,421 | | |
| 137,389 | |
Line of credit - related party | |
| 295,000 | | |
| — | |
Related party advances | |
| 29,626 | | |
| 29,626 | |
Loans payable - related party | |
| 63,090 | | |
| 63,090 | |
Total current liabilities | |
| 595,137 | | |
| 230,105 | |
| |
| | | |
| | |
Total liabilities | |
| 595,137 | | |
| 230,105 | |
| |
| | | |
| | |
Stockholders' deficit | |
| | | |
| | |
Preferred stock; $0.001 par value; 1,000,000 shares authorized; 0 and 0 shares issued and outstanding as of as of December 31, 2021 and 2020, respectively | |
| — | | |
| — | |
Common stock; $0.001 par value; 200,000,000 shares authorized; 94,738,209 and 104,964,265 shares
issued and outstanding as of December 31, 2021 and 2020, respectively | |
| 94,740 | | |
| 104,966 | |
Additional paid-in capital | |
| 11,904,190 | | |
| 7,232,305 | |
Stock payable | |
| 395,101 | | |
| 223,226 | |
Accumulated deficit | |
| (12,763,038 | ) | |
| (7,583,538 | ) |
Total stockholders' deficit | |
| (369,007 | ) | |
| (23,041 | ) |
| |
| | | |
| | |
Total liabilities and stockholders' deficit | |
$ | 226,130 | | |
$ | 207,064 | |
The accompanying notes
are an integral part of these audited consolidated financial statements.
WIKISOFT CORP.
CONSOLIDATED
STATEMENTS OF OPERATIONS
|
|
|
|
|
|
|
|
|
| |
For the Years Ended |
| |
December 31, 2021 | |
December 31, 2020 |
| |
| | | |
| | |
Revenue | |
$ | — | | |
$ | — | |
| |
| | | |
| | |
Cost of revenues | |
| — | | |
| — | |
| |
| | | |
| | |
Gross profit | |
| — | | |
| — | |
| |
| | | |
| | |
Operating expenses | |
| | | |
| | |
Professional fees | |
| 4,843,433 | | |
| 1,887,706 | |
Product development | |
| — | | |
| 6,000 | |
General and administrative | |
| 331,609 | | |
| 53,517 | |
Total operating expenses | |
| 5,175,042 | | |
| 1,947,223 | |
| |
| | | |
| | |
Loss from operations | |
| (5,175,042 | ) | |
| (1,947,223 | ) |
| |
| | | |
| | |
Other expense | |
| | | |
| | |
Loss on foreign currency translation | |
| (9 | ) | |
| — | |
Interest expense | |
| (4,449 | ) | |
| (7,074 | ) |
Total other expense | |
| (4,458 | ) | |
| (7,074 | ) |
| |
| | | |
| | |
Net loss | |
$ | (5,179,500 | ) | |
$ | (1,954,297 | ) |
| |
| | | |
| | |
Net loss per common share - basic and diluted | |
$ | (0.05 | ) | |
$ | (0.02 | ) |
| |
| | | |
| | |
Weighted average common shares outstanding | |
| 95,118,858 | | |
| 104,743,134 | |
The accompanying notes
are an integral part of these audited consolidated financial statements.
WIKISOFT CORP.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31, 2020 and 2021 |
| |
| Preferred Stock | | |
| Common Stock | | |
| | | |
| | | |
| | | |
| | |
| |
| Shares | | |
| Amount | | |
| Shares | | |
| Amount | | |
| Additional
Paid-in Capital | | |
| Stock
Payable | | |
| Accumulated
Deficit | | |
| Total
Stockholders' Deficit | |
Balance, December 31, 2019 | |
| — | | |
$ | — | | |
| 104,425,830 | | |
| 104,426 | | |
| 5,373,328 | | |
| 223,226 | | |
| (5,629,241 | ) | |
| 71,739 | |
Common stock issued for cash | |
| — | | |
| — | | |
| 3,000 | | |
| 3 | | |
| 4,250 | | |
| — | | |
| — | | |
| 4,253 | |
Common stock issued for services | |
| — | | |
| — | | |
| 584,500 | | |
| 586 | | |
| 1,852,915 | | |
| — | | |
| — | | |
| 1,853,501 | |
Cancellation of unallocated shares | |
| — | | |
| — | | |
| (49,065 | ) | |
| (49 | ) | |
| 49 | | |
| — | | |
| — | | |
| — | |
Imputed interest | |
| — | | |
| — | | |
| — | | |
| — | | |
| 1,763 | | |
| — | | |
| — | | |
| 1,763 | |
Net loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (1,954,297 | ) | |
| (1,954,297 | ) |
Balance, December 31, 2020 | |
| — | | |
$ | — | | |
| 104,964,265 | | |
$ | 104,966 | | |
$ | 7,232,305 | | |
$ | 223,226 | | |
$ | (7,583,538 | ) | |
$ | (23,041 | ) |
Common stock issued for cash | |
| — | | |
| — | | |
| 1,624,500 | | |
| 1,625 | | |
| 108,674 | | |
| — | | |
| — | | |
| 110,299 | |
Common stock issued for services | |
| — | | |
| — | | |
| 2,149,444 | | |
| 2,149 | | |
| 4,546,190 | | |
| 171,875 | | |
| — | | |
| 4,720,214 | |
Redemption of common stock for cash | |
| — | | |
| — | | |
| (14,000,000 | ) | |
| (14,000 | ) | |
| 13,999 | | |
| — | | |
| — | | |
| (1 | ) |
Imputed interest | |
| — | | |
| — | | |
| — | | |
| — | | |
| 3,022 | | |
| — | | |
| — | | |
| 3,022 | |
Net loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (5,179,500 | ) | |
| (5,179,500 | ) |
Balance, December 31, 2021 | |
| — | | |
$ | — | | |
| 94,738,209 | | |
$ | 94,740 | | |
$ | 11,904,190 | | |
$ | 395,101 | | |
$ | (12,763,038 | ) | |
$ | (369,007 | ) |
The accompanying notes
are an integral part of these audited consolidated financial statements.
WIKISOFT CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
|
|
| |
For the Years Ended |
| |
December 31, 2021 | |
December 31, 2020 |
Cash Flows from Operating Activities | |
| | | |
| | |
Net loss | |
$ | (5,179,500 | ) | |
$ | (1,954,297 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
Stock based compensation | |
| 4,720,214 | | |
| 1,853,501 | |
Imputed interest | |
| 3,022 | | |
| 1,763 | |
Changes in assets and liabilities | |
| | | |
| | |
Increase in prepaid assets | |
| (22,971 | ) | |
| (187,500 | ) |
Increase in accounts payable | |
| 70,031 | | |
| 113,392 | |
Net cash used in operating activities | |
| (409,204 | ) | |
| (173,141 | ) |
| |
| | | |
| | |
Cash Flows from Investing Activities | |
| | | |
| | |
Net cash used in investing activities | |
| — | | |
| — | |
| |
| | | |
| | |
Cash Flows from Financing Activities | |
| | | |
| | |
Proceeds from Loans payable - related party | |
| — | | |
| 63,090 | |
Payment of Loans payable - related party | |
| — | | |
| (8,152 | ) |
Proceeds from related party advances | |
| 1,909 | | |
| 1,909 | |
Payment of related party advances | |
| (1,909 | ) | |
| — | |
Related party line of credit | |
| 295,000 | | |
| — | |
Proceeds from sale of common stock | |
| 110,299 | | |
| 4,253 | |
Net cash from financing activities | |
| 405,299 | | |
| 61,100 | |
| |
| | | |
| | |
Net increase (decrease) in Cash | |
| (3,905 | ) | |
| (112,041 | ) |
| |
| | | |
| | |
Beginning cash balance | |
| 19,564 | | |
| 131,605 | |
| |
| | | |
| | |
Ending cash balance | |
$ | 15,659 | | |
$ | 19,564 | |
| |
| | | |
| | |
Supplemental disclosure of cash flow information | |
| | | |
| | |
Cash paid for interest | |
$ | — | | |
$ | — | |
Cash paid for tax | |
$ | — | | |
$ | — | |
| |
| | | |
| | |
| |
| | | |
| | |
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | |
| | | |
| | |
Shares issued for prepaid services | |
$ | 22,793 | | |
$ | 257,813 | |
The accompanying notes
are an integral part of these audited consolidated financial statements.
WIKISOFT CORP.
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION AND NATURE OF BUSINESS
Organization
WikiSoft
Corp. (“we”, “our”, the "Company") was incorporated in the state of Nevada in May 1998 as Sensor Technologies
Inc.
Nature of operations
The Company
is a wiki portal for businesses. Wikisoft Corp. has a vision to become one of the largest big data providers of information for
businesses. Our portal, relaunched in June 2021, is called wikiprofile.com and seeks to provide information on companies, business people
and investors. Users are be able to freely search the portal and all content is collected and updated
in real-time. The Company plan to generate revenues primarily from subscription on premium profiles on our websites. We also further
plan to generate revenues by charging for access to certain information and premium features on our platform such as press wires and lead
generation on prospects whether it is investors, suppliers, employees or future partners.
2. SUMMARY OF SIGNIFICANT POLICIES
Basis of Presentation and Principles of consolidation
The
accompanying consolidated financial statements represent the results of operations, financial position and cash flows of the Company prepared
on the accrual basis of accounting and conform to accounting principles generally accepted in the United States of America. The consolidated
financial statements include the accounts of the Company and its wholly owned subsidiaries. – On March 31, 2019, the Company, a
Nevada corporation, entered into an Agreement and Plan of Merger with WikiSoft DE, a Delaware corporation, and WikiSoft Acquisition, Inc.,
a Delaware corporation. WikiSoft Acquisition, Inc. merged with and into WikiSoft DE (the “Merger”) on April 30, 2019, with
the filing of Articles of Merger with the Delaware Secretary of State. All significant inter-company transactions and balances have been
eliminated.
Use
of estimates
The preparation
of consolidated 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, disclosure of contingent assets
and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates. Significant estimates include estimates used to review the Company’s,
impairments and estimations of long-lived assets, revenue recognition of Contract based revenue, allowances for uncollectible accounts,
and the valuations of non-cash capital stock issuances. The Company bases its estimates on historical experience and on various other
assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the
carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.
Fair value of
financial instruments
The carrying value
of cash, accounts payable and accrued expenses, and debt approximate their fair values because of the short-term nature of these instruments.
Management believes the Company is not exposed to significant interest or credit risks arising from these financial instruments.
Fair value is defined
as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous
market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques
used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a fair
value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable.
• |
Level 1 |
Quoted prices in active markets for identical assets
or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets.
|
• |
Level 2 |
Quoted prices for similar assets and liabilities in
active markets; quoted prices included for identical or similar assets and liabilities that are not active; and model-derived valuations
in which all significant inputs and significant value drivers are observable in active markets. These are typically obtained from readily-available
pricing sources for comparable instruments.
|
• |
Level 3 |
Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity’s own beliefs about the assumptions that market participants would use in pricing the asset or liability, based on the best information available in the circumstances. |
Revenue Recognition
The Company recognizes
revenue in accordance with ASC Topic 606. The accounting policy on revenue recognition is provided below.
Service Contracts
The company recognizes service contract revenue over
time, as performance obligations are satisfied, due to the continuous transfer of control to the customer. Service contracts are generally
accounted for as a single unit of account (a single performance obligation) and are not segmented between types of services. The company
recognizes revenue based primarily on contract cost incurred to date compared to total estimated contract cost (an input method). The
input method is the most faithful depiction of the company’s performance because it directly measures the value of the services
transferred to the customer. Changes to total estimated contract cost or losses, if any, are recognized in the period in which they are
determined as assessed at the contract level. Pre-contract costs are expensed as incurred unless they are expected to be recovered from
the client. Project mobilization costs are generally charged to project costs as incurred when they are an integrated part of the performance
obligation being transferred to the client. Customer payments on service contracts are typically due in advance, depending on the contract.
For service contracts in which the company has the
right to consideration from the customer in an amount that corresponds directly with the value to the customer of the company’s
performance completed to date, revenue is recognized when services are performed and contractually billable. Service contracts that include
multiple performance obligations are segmented between types of services. For contracts with multiple performance obligations, the company
allocates the transaction price to each performance obligation using an estimate of the stand-alone selling price of each distinct service
in the contract. Revenue recognized on service contracts that have not been billed to clients is classified as a current asset under contract
assets on the Consolidated Balance Sheet. Amounts billed to clients in excess of revenue recognized on service contracts to date are classified
as a current liability under contract liabilities. Customer payments on service contracts are typically due within 30 days of billing,
depending on the contract.
Cash and cash equivalents
For purposes of the statements of cash flows, the
Company considers all highly liquid investments and short-term debt instruments with original maturities of six months or less to be cash
equivalents. There was $15,659 and $19,564 in cash and no cash equivalents as of December 31, 2021 and 2020, respectively.
Stock-based compensation
The Company follows
the guidelines in FASB Codification Topic ASC 718-10 “Compensation-Stock Compensation,” which requires companies to
measure the cost of employee services received in exchange for an award of an equity instrument based on the grant-date fair value of
the award. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period. The Company accounts
for non-employee share-based awards in accordance with FASB ASC 505-50 under which the awards are valued at the earlier of a commitment
date or upon completion of the services, based on the fair value of the equity instruments, and are recognized as expense over the service
period.
Earnings (loss) per share
The Company reports earnings (loss) per share in accordance
with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 260-10 “Earnings
Per Share,” which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings
per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average
common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in
the earnings of an entity. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential
common shares are excluded if their effect is anti-dilutive.
Long-lived Assets
In accordance with the Financial Accounting Standards
Board ("FASB") Accounts Standard Codification (ASC) ASC 360-10, "Property, Plant and Equipment," the carrying value
of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest
impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount
of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value.
Income
taxes
The
Company accounts for its income taxes in accordance with FASB Codification Topic ASC 740-10, “Income Taxes”, which
requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry-forwards. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized
in income in the period that includes the enactment date.
Recently issued
accounting pronouncements
The Company has evaluated all other recent accounting
pronouncements and believes that none of them are expected to have a material effect on the Company's financial position, results of operations
or cash flows.
3. GOING CONCERN
The accompanying consolidated financial
statements have been prepared in accordance with accounting principles generally accepted in the United States of America on a going concern
basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.
Management
evaluated all relevant conditions and events that are reasonably known or reasonably knowable, in the aggregate, as of the date the consolidated
financial statements are issued and determined that substantial doubt exists about the Company’s ability to continue as a going
concern. The Company’s ability to continue as a going concern is dependent on the Company’s ability to generate revenues and
raise capital. The Company has not generated sufficient revenues from product sales to provide sufficient cash flows to enable the Company
to finance its operations internally. As of December 31, 2021, the Company had $15,659 cash on hand. At December 31, 2021, the Company
has an accumulated deficit of $12,763,038. For the year ended December 31, 2021, the Company had a net loss of $5,179,500, and net cash
used in operations of $409,205. These factors raise substantial doubt about the Company’s ability to continue as a going concern
within one year from the date of filing.
Over the next twelve months management plans to use
borrowings and security sales to mitigate the effects of cash flow deficits; however, no assurance can be given that debt or equity financing,
if and when required, will be available. The financial statements do not include any adjustments relating to the recoverability and classification
of recorded assets and classification of liabilities that might be necessary should the Company be unable to continue existence.
4. RELATED PARTY TRANSACTIONS
Related party advances
As of December 31, 2021 and 2020, the Company had
amounts due to Fastbase Inc., a Company that used to have the same control shareholder and shared a common board member and officer, of
$29,626 and $29,626, respectively. During the year ended December 31, 2021 and 2020, the Company received additional advances in the amounts
of $1,909 and $0, respectively, and the Company made payments on the advances in the amounts of $1,909 and $0, respectively.
Loans payable - related party
On June 1, 2020 the company entered into a loan agreement
with Fastbase Inc. in the amount of $30,215. The amount bears no interest and is due upon request.
On September 1, 2020 the company entered into a loan
agreement with Fastbase Inc. in the amount of $15,000. The note bears an interest rate of 4.25% and is due on September 1, 2022.
On October 24, 2020 the company entered into a loan
agreement with Fastbase Inc. in the amount of $7,875. The note bears an interest rate of 4.25% and is due on January 1, 2023.
On December 3, 2020 the company entered into a loan
agreement with Fastbase Inc. in the amount of $10,000. The note bears an interest rate of 4.25% and is due on January 1, 2023.
As of December 31, 2021 and 2020, the Company had
loans due to related parties of $63,090 and 63,090, respectively. Interest expense related to related party loans was $4,420 and $2,069
for the years ending December 31, 2021 and 2020, respectively, of which $3,022 and $2,260 was imputed interest and recorded against additional
paid in capital for the years ended December 31, 2021 and 2020, respectively.
Line of credit – related party
On December 30, 2020 the company entered into a $1,000,000
revolving note agreement with it prior majority shareholder. The note carries and 0.01% interest rate and is due on the later of the date
the Company has the funds to repay the note or 24 months. During the year ended December 31, 2021,
the Company borrowed $295,000 under the revolving note. As of December 31, 2021 and 2020, the note had a balance of $295,000 and $0, respectively.
Interest expense related to the line of credit was $29 and $0 for the years ending December 31, 2021 and 2020, respectively.
5. INCOME TAXES
For the years ended December 31, 2021 and 2020, the
cumulative net operating loss carry-forward from continuing operations is approximately $12,763,038 and $7,583,538, respectively, and
will expire beginning in the year 2031.
The cumulative tax effect at the expected rate of
21% of significant items comprising our net deferred tax amount is as follows as of December 31, 2021 and 2020:
| |
2021 | |
2020 |
Deferred tax asset attributable to: | |
| | | |
| | |
Net operating loss carryover | |
$ | 2,680,238 | | |
$ | 1,591,561 | |
Valuation allowance | |
| (2,680,238 | ) | |
| (1,591,561 | ) |
Net deferred tax asset | |
$ | — | | |
$ | — | |
Due to the change in ownership provisions of the Tax
Reform Act of 1986, net operating loss carry forwards of approximately $12,763,038 for Federal income tax reporting purposes are subject
to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.
Due to the enactment of the Tax Reform Act of 2017,
the corporate tax rate for those tax years beginning with 2018 has been reduced to 21%.
6. STOCKHOLDERS’ EQUITY
The Company’s authorized capital stock consists
of 200,000,000 shares of common stock and 1,000,000 shares of preferred stock, par value $0.001 per share. As of December 31, 2021 and
2020, there were 94,738,209 and 104,964,265 shares of common stock issued and outstanding, respectively.
As of December 31, 2021 and 2020, there were 0 and
0 shares of preferred stock of the Company issued and outstanding, respectively.
Common Stock issuances during the year ending December
31, 2021
On February 18, 2021, the Company entered
into a Stock Redemption Agreement (the “Redemption Agreement”) with Saqoia, Inc. (“SI”), an entity which is owned
and controlled by Rasmus Refer. Pursuant to the Redemption Agreement, the Company agreed to purchase, and SI agreed to sell, 14,000,000
shares (the “Shares”) of the Company’s common stock held by SI to the Company in exchange for $1.00, with the shares
then being returned to the Company’s authorized, but unissued shares of common stock.
On May 10, 2021, the Company entered into
a Common Stock Purchase agreement to sell up to $20,000,000 of the Company’s common stock. Per the agreement the Company may deliver
purchase notices to the investor, requiring the purchase of a number of shares. The purchase price is 85% of the lowest daily VWAP of
the Common Stock during the 5 business days after shares have been received by the investor. Upon the Investor purchasing $5,000,000 increases
to 90% of the lowest daily VWAP of the Common Stock during the 5 business days after shares have been received by the investor. The commitment
period of the purchase agreement ends on either the earlier of purchase by the investor of $20,000,000 worth of purchase notice shares
or December 31, 2022. Under this agreement, the Company has issued 404,500 shares of common stock for cash proceeds of $20,687.
On June 8, 2021, the Company issued 25,000 shares
of the Company’s $0.001 par value common stock for services. The shares were valued on the date of issuance at $1.98 per share or
$49,500.
On June 8, 2021 the Company entered into a Common
Stock Purchase agreement to sell 500,000 shares of its common stock for cash proceeds of $750,000 or $1.50 per share, pending a Registration
Statement being declared effective. On August 17, 2021 the agreement was amended to change the purchase amount to $1,000,000 and the purchase
price to 85% of the lowest daily VWAP of the Common Stock during the 5 business days after shares have been received by the investor’s
custodian. As of September 30, 2021, the Company has issued 1,220,000 shares of common stock for cash proceeds of $89,612 under this agreement.
On August 6, 2021, the Company issued 50,000 shares
of the Company’s $0.001 par value common stock for services. The shares were valued on the date of issuance at $2.46 per share or
$123,000.
On August 19, 2021, the Company issued 25,000 shares
of the Company’s $0.001 par value common stock for services. The shares were valued on the date of issuance at $0.90 per share or
$22,500.
On September 10, 2021, the Company issued 1,500,000 shares of the Company’s $0.001 par value common stock for services . The shares
were valued on the date of issuance at $2.75 per share or $4,125,000.
On September 14, 2021, the Company issued 111,111
shares of the Company’s $0.001 par value common stock for services. The shares were valued on the date of issuance at $1.70 per
share or $188,889.
On November 23, 2021, the Company issued 342,500 shares
of the Company’s $0.001 par value common stock for services. The shares were valued on the date of issuance at $.09 per share or
$39,450. $22,793 has been recorded as a prepaid expense and $16,657 has been recorded as stock based compensation, as services are to
be rendered through February 21, 2022.
During the year ended December 31, 2021, the Company
entered into an employment agreement in which it granted 100,000 shares of common stock. The shares were valued on the date of issuance
at $2.75 per share valued at $137,500. and vest and are issuable on September 30, 2022. As of December 31, 2021, the shares have not been
issued and have been included in Stock payable.
7. SUBSEQUENT EVENTS
On January 3, 2022, the Company issued 500,000 shares
of common stock for $20,523 cash.
On January 10, 2022, the Company issued 500,000 shares
of common stock for $15,975 cash.
On February 28 2022 the company entered into a definitive
agreement to acquire 51% of Etheralabs LLC a New York City based venture lab and ecosystem that invests in, builds, and deploys disruptive
technologies across the Blockchain space and The transaction includes a global access to Etheralabs´ full stack of technologies
across the Blockchain and global funding landscape. Etheralabs ecosystem allows development and finance partnerships throughout the blockchain
world and beyond, and connects the blockchain community, investors and venture capital to relevant data intelligence and direct investment
opportunities. Wikisoft intends to ensure that Etheralabs future product and technology roadmap supports wikiprofile.com and the upcoming
Wikifunding platform aiming to accelerate matching investors to startups.
2. Financial
Statement Schedules
All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission (the
“Commission”) are either not required under the related instructions, are not applicable (and therefore have been omitted),
or the required disclosures are contained in the financial statements included herein.
3. Exhibits
(including those incorporated by reference).
(b) The following
exhibits are filed as a part of this Annual Report on Form 10-K:
Exhibit No. Exhibit
Name.
|
|
|
3.1 |
|
Amended and Restated Articles of Incorporation, dated October 5, 2011 (Incorporated by reference to Exhibit 3.1 of the Company’s Form 1-A Filed with the SEC on July 1, 2020.) |
3.2 |
|
Certificate of Amendment, dated March 22, 2018 (Incorporated by reference to Exhibit 3.2 of the Company’s Form 1-A Filed with the SEC on July 1, 2020.) |
3.3 |
|
Certificate of Ownership and Merger, Delaware, dated March 25, 2020 (Incorporated by reference to Exhibit 3.3 of the Company’s Form 1-A Filed with the SEC on July 1, 2020.) |
3.4 |
|
Articles of Merger, Nevada, dated March 25, 2020 (Incorporated by reference to Exhibit 3.4 of the Company’s Form 1-A Filed with the SEC on July 1, 2020.) |
3.5 |
|
Bylaws (Incorporated by reference to Exhibit 3.5 of the Company’s Form 1-A Filed with the SEC on July 1, 2020.) |
3.6 |
|
Agreement and Plan of Merger dated April 16, 2019 (Incorporated by reference to Exhibit 3.6 of the Company’s Form 10 Filed with the SEC on January 6, 2021). |
3.7 |
|
Agreement and Plan of Merger dated March 19, 2020 (Incorporated by reference to Exhibit 3.7 of the Company’s Form 10 Filed with the SEC on January 6, 2021). |
4.1 |
|
Certificate of Designations Series A Preferred dated April 3, 2018 (Incorporated by reference to Exhibit 4.1 of the Company’s Form 10 Filed with the SEC on January 6, 2021). |
4.2 |
|
Common Stock Purchase Warrant with Triton dated June 8, 2021 (Incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 11, 2021) |
10.1 |
|
Employment Agreement with Carsten Kjems Falk, dated September 1, 2020 (Incorporated by reference to Exhibit 10.1 of the Company’s Form 10 Filed with the SEC on January 6, 2021). |
10.2 |
|
Executive Contract with Paul Quintal dated October 1, 2020 (Incorporated by reference to Exhibit 10.2 of the Company’s Form 10 Filed with the SEC on January 6, 2021). |
10.3 |
|
Executive Contract with Rasmus Refer, dated June 12, 2020 (Incorporated by reference to Exhibit 10.1 of the Company’s Form 1-A Filed with the SEC on July 1, 2020.) |
10.4 |
|
Employment Agreement with Rene Lauritsen dated June 12, 2020. (Incorporated by reference to Exhibit 10.3 of the Company’s Form 1-A Filed with the SEC on July 1, 2020.) |
10.5 |
|
Equity Purchase Agreement with Oscaleta Partners, LLC dated August 31, 2020 (Incorporated by reference to Exhibit 10.5 of the Company’s Form 10 Filed with the SEC on January 6, 2021). |
10.6 |
|
Registration Rights Agreement, dated August 31, 2020 with Oscaleta Partners, LLC (Incorporated by reference to Exhibit 10.6 of the Company’s Form 10 Filed with the SEC on January 6, 2021). |
10.7 |
|
Agreement with Fastbase Inc. dated March 1, 2018.(Incorporated by reference to Exhibit 10.7 of the Company’s Form 10 Filed with the SEC on January 6, 2021). |
10.8 |
|
Employment Agreement with Oscar Eg Gensman dated September 1, 2020.(Incorporated by reference to Exhibit 10.8 of the Company’s Form 10 Filed with the SEC on January 6, 2021). |
10.9 |
|
Termination of Employment Agreement with Rene Lauritsen dated September 22, 2020. Termination of Employment Agreement with Rene Lauritsen dated September 22, 2020 (Incorporated by reference to Exhibit 10.9 of the Company’s Form 10 Filed with the SEC on January 6, 2021). |
10.10 |
|
Letter of Intent for Merger with Wikisoft Corp, a Delaware corporation dated March 13, 2018. (Incorporated by reference to Exhibit 10.10 of the Company’s Form 10 Filed with the SEC on January 6, 2021). |
10.11 |
|
Revolving Credit Facility Agreement with Rasmus Refer dated December 30, 2020. (Incorporated by reference to Exhibit 10.11 of the Company’s Form 10 Filed with the SEC on January 6, 2021). |
10.12 |
|
Revolving Note for Revolving Credit Facility Agreement dated December 30, 2020. (Incorporated by reference to Exhibit 10.12 of the Company’s Form 10 Filed with the SEC on January 6, 2021). |
10.13 |
|
Loan Agreement with Fastbase, Inc. dated June 1, 2020. (Incorporated by reference to Exhibit 10.13 of the Company’s Form 10 Filed with the SEC on January 6, 2021). |
10.14 |
|
Consulting Agreement with Milestone Management Services LLC dated May 16, 2020. (Incorporated by reference to Exhibit 10.14 of the Company’s Form 10 Filed with the SEC on January 6, 2021). |
10.15 |
|
Consulting Agreement with Milestone Management Services LLC dated August 1, 2020. (Incorporated by reference to Exhibit 10.15 of the Company’s Form 10 Filed with the SEC on January 6, 2021). |
10.16 |
|
Amendment to Consulting Agreement with Milestone Management Services LLC dated September 21, 2020. (Incorporated by reference to Exhibit 10.16 of the Company’s Form 10 Filed with the SEC on January 6, 2021). |
10.17 |
|
Executive Agreement with Paul Quintal dated July 28, 2020. (Incorporated by reference to Exhibit 10.17 of the Company’s Amended Form 10 filed with the SEC on February 11, 2021). |
10.18 |
|
Executive Agreement with Carsten Falk dated May 30, 2020. (Incorporated by reference to Exhibit 10.2 of the Company’s Form 1-A filed with the SEC on July 1, 2020). |
10.19 |
|
Stock Redemption Agreement with Saqoia, Inc. dated February 18, 2021. (Incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed with the SEC on February 22, 2021). |
10.20
|
|
Amendment to Consulting Agreement with Milestone Management Services dated February 18, 2021. (Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC on February 22, 2021). |
10.21 |
|
Common Stock Purchase Agreement with White Lion Capital, LLC dated May 10, 2021 (Incorporated by reference to the Current Report on Form 8-K filed with the SEC on May 12, 2021) |
10.22 |
|
Registration Rights Agreement with White Lion Capital, LLC dated May 10, 2021 (Incorporated by reference to the Current Report on Form 8-K filed with the SEC on May 12, 2021) |
10.23 |
|
Common Stock Purchase Agreement with Triton dated June 8, 2021 (Incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 11, 2021) |
10.24 |
|
Amendment No. 1 to Common Stock Purchase Agreement (Incorporated by reference to the Quarterly Report on Form 10-Q/A filed with the SEC on November 17, 2021) |
10.25* |
|
Termination of Contract dated March 15, 2021 |
10.26 |
|
Membership Interest Purchase Agreement (Incorporated by reference to the Current Report on Form 8-K filed with the SEC on February 28, 2022) |
10.27 |
|
License Agreement (Incorporated by reference to the Current Report on Form 8-K filed with the SEC on February 28, 2022) |
14.1 |
|
Code of Ethics (Incorporated by reference to Exhibit 14.1 of the Company’s Form 10 Filed with the SEC on January 6, 2021). |
21.1* |
|
Subsidiaries of the registrant. |
31.1* |
|
Certification of principal executive, financial and accounting officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended. |
32.1* |
|
Certification of principal executive officer and principal financial and accounting officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended. |
101.INS |
|
XBRL Instance Document* |
101.SCH |
|
XBRL Taxonomy Extension Schema* |
101.CAL |
|
XBRL Taxonomy Calculation Linkbase* |
101.LAB |
|
XBRL Taxonomy Label Linkbase* |
101.PRE |
|
XBRL Definition Linkbase Document* |
101.DEF |
|
XBRL Definition Linkbase Document* |
|
|
|
|
|
*Filed herewith.
ITEM 16. FORM
10-K SUMMARY.
None.
SIGNATURES
Pursuant to
the requirements of Section 13 or 15(d) 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.
WikiSoft
Corp.
By: |
/s/
Carsten Kjems Falk |
|
|
Name: Carsten Kjems Falk
Title: Chief Executive Officer (principal
executive officer, principal financial and accounting officer)
Date: March 4, 2022 |
|
|
|
|
Pursuant to the requirements
of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated. |
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Paul Quintal |
|
Director |
|
March 4, 2022 |
Paul Quintal
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.
Wikisoft Corp. |
|
|
|
Date: |
November 10, 2021 |
|
|
|
|
By: |
/s/ Carsten Falk |
|
|
Carsten Falk |
|
Title: |
Chief Executive Officer (principal executive, accounting, and financial officer) |
|
Date: March 15th 2021
Termination of contract
Dear Oscar, You are hereby informed that the contract signed on September 1st 2020 is
terminated. The contract will hence stop with effect April 30th 2021.
By signing this agreement you hereby acknowledge and agree that
all claims and obligations towards the company lapses including but not limited to shares and salary.
The Employee understands and agrees
that he executed this Agreement voluntarily,
Frederiksberg, on March 15th, 2021 |
|
Frederiksberg, on March 15th, 2021 |
|
|
|
|
|
|
|
|
|
/s/ Carsten Kjems Falk |
|
Oscar Eg Gensman |
|
|
|
|
|
The Chief Executive Officer |
|
The employee |
|
|
|
|
|
Carsten Kjems Falk |
|
Oscar Eg Gensman |
|
Exhibit 21.1 - None
EXHIBIT 31.1
CERTIFICATIONS
I, Carsten Kjems Falk, certify that:
| 1. | I have reviewed this Form 10-K of WikiSoft Corp. for the year ended
December 31, 2021; |
| 2. | Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods present in this report; |
| 4. | I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) Designed such
disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is being prepared;
(b) Designed such
internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
(c) Evaluated
the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and
(d) Disclosed
in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
| 5. | I have disclosed, based on my most recent evaluation of internal
control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are reasonable likely to adversely affect the registrant’s
ability to record, process, summarize and report financial information; and |
| b. | Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s control over financial reporting. |
Date: March 4, 2022 |
/s/Carsten Kjems Falk
Carsten Kjems Falk
Principal Executive Officer and Principal Financial
and Accounting Officer
|
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF
2002
In connection with the accompanying Annual
Report on Form 10-K of WikiSoft Corp. (the “Company”), for the Year ended December 31, 2021, as filed with the Securities
and Exchange Commission (the “Report”) I, Carsten Kjems Falk, Chief Executive Officer of the Company, hereby certify
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge
and belief, that:
| 1. | The Report fully complies with the requirements of section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company. |
Date: March 4,
2022 |
/s/Carsten Kjems Falk
Carsten Kjems Falk
Principal Executive Officer and Principal Financial
and Accounting Officer |
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