Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)

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.

  

2

Table of Contents

 

TABLE OF CONTENTS

 

						Page
				PART I
	Item 1			Business			4
	Item 1A			Risk Factors			13
	Item 1B			Unresolved Staff Comments			26
	Item 2			Properties			26
	Item 3			Legal Proceedings			26
	Item 4			Mine Safety Disclosures			26
				PART II
	Item 5			Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			27
	Item 6			Selected Financial Data			29
	Item 7			Management’s Discussion and Analysis of Financial Condition and Results of Operations			31
	Item 7A			Quantitative and Qualitative Disclosures About Market Risk			31
	Item 8			Financial Statements and Supplementary Data			31
	Item 9			Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			31
	Item 9A			Controls and Procedures			32
	Item 9B			Other Information			33
	Item 9C			Disclosure Regarding Foreign Jurisdictions that Prevent Inspections			33
				PART III
	Item 10			Directors, Executive Officers and Corporate Governance			34
	Item 11			Executive Compensation			36
	Item 12			Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			39
	Item 13			Certain Relationships and Related Transactions, and Director Independence			39
	Item 14			Principal Accountant Fees and Services			42
				PART IV
	Item 15			Exhibit and Financial Statement Schedules			43
	Item 16			Form 10-K Summary			44
				Signatures			45

 

 

3

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:

 

	●	the success or failure of management’s efforts to implement the Company’s business plan;
	●	the ability of the Company to fund its operating expenses;
	●	the ability of the Company to compete with other companies that have a similar business plan;
	●	the effect of changing economic conditions impacting our plan of operation; and
	●	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.

  

4

Table of Contents

 

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 [e-mail]. 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.

 

5

Table of Contents

 

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:

 

●

Large global business database that can be used for Marketing & Sales;

 

●

Highly scalable setup geared towards the future growth journey;

 

●

Limited operational cost geared for growth;

 

●

Data crawled, verified & updated daily; and

 

●

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:

 

●        Wiki Businesss Profiles

●        Wiki Lead Generation

●        Wiki Press Wire

  

6

Table of Contents

 

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.

 

7

Table of Contents

 

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.

 

8

Table of Contents

 

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.

 

9

Table of Contents

 

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.

 

10

Table of Contents

 

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,

 

11

Table of Contents

 

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.  

 

12

Table of Contents

 

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:

 

	●	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;
	●	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”);
	●	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);
	●	are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure;
	●	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
	●	are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act.

 

13

Table of Contents

 

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.  

 

14

Table of Contents

 

 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.

 

15

Table of Contents

  

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:

 

●

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;

 

●

the budgetary constraints of our users; seasonality;

 

●

success of our strategic growth initiatives;

  

●

success in the development, completion and commercialization of our platform;

 

●

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;

 

●

the mix, by state and country, of our revenues, personnel and assets; movements in interest rates or tax rates;

 

●

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. 

 

16

Table of Contents

 

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.

 

17

Table of Contents

 

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:

 

●

government regulation of our Company and operations;

 

●

the establishment of partnerships;

 

●

intellectual property disputes;

 

●

additions or departures of key personnel;

 

●

sales of our common stock;

 

●

our ability to integrate operations, technology, products and services;

 

●

our ability to execute our business plan, including developing our platform and achieving revenues;

 

●

operating results below expectations;

 

●

loss of any strategic relationship;

  

●

industry developments;

 

●

economic and other external factors; and

 

●

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.

 

18

Table of Contents

 

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.

 

19

Table of Contents

 

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:

 

	●	that a broker or dealer approve a person’s account for transactions in penny stocks, and
	●	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:

 

	●	obtain financial information and investment experience objectives of the person, and
	●	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:

 

	●	sets forth the basis on which the broker or dealer made the suitability determination and
	●	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. 

  

20

Table of Contents

 

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:

 

●

Lower than projected revenues;

 

●

Price reductions and lower profit margins;

 

●

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.

 

21

Table of Contents

 

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:

 

	●	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;
	●	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”);
	●	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);
	●	are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure;
	●	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
	●	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.

 

22

Table of Contents

 

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:

 

●

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

 

●

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:

 

23

Table of Contents

 

●

difficulties integrating personnel from acquired entities and other corporate cultures into our business; difficulties integrating information systems;

 

●

the potential loss of key employees of acquired companies;

 

●

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.

 

24

Table of Contents

 

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.

 

25

Table of Contents

 

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:

 

●

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.

 

●

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.

 

●

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.

 

●

Data localization laws, which generally mandate that certain types of data collected in a particular country be stored and/or processed within that country.

 

●

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.

 

26

Table of Contents

 

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.

 

27

Table of Contents

 

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 [phone].

 

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.

 

28

Table of Contents

 

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.

 

29

Table of Contents

 

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.

 

30

Table of Contents

 

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.

 

31

Table of Contents

 

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.

 

32

Table of Contents

 

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.

  

33

Table of Contents

 

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.

 

34

Table of Contents

 

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 1^st 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 1^st, 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.

 

35

Table of Contents

 

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.

 

36

Table of Contents

 

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 1^st, 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.

 

37

Table of Contents

 

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 1^st, 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.

  

38

Table of Contents

 

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.

 

39

Table of Contents

 

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.

 

40

Table of Contents

 

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.

 

41

Table of Contents

 

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.

 

42

Table of Contents

 

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.

 

43

Table of Contents

 

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

 

44

Table of Contents

 

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 [phone]
Building 1, 4th Floor, Suite 143
Red Bank, NJ 07701	F [phone]

 

F-1

Table of Contents

  

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.

 

F-2

Table of Contents

 

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.

 

F-3

Table of Contents

 

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. 

  

F-4

Table of Contents

 

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.

F-5

Table of Contents

 

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.

 

F-6

Table of Contents

 

•	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.

 

F-7

Table of Contents

 

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.

  

F-8

Table of Contents

 

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		$	—			$	—

 

F-9

Table of Contents

 

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.

 

F-10

Table of Contents

 

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.

 

F-11

Table of Contents

 

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.

 

44

Table of Contents

 

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

 

45

 

 

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)

 

46

 

 

 

 

 

 

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

 

47

 

 

Exhibit 21.1 - None

 

48

 

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

49

 

 

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

  

50