UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

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

 

FOR THE QUARTERLY PERIOD ENDED January 31,April 30, 2023

OR

 

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from to

COMMISSION FILE NUMBER: 000-56208

  

World Scan Project, Inc.

(Exact name of registrant as specified in its charter)

 

 Delaware35-2677532 
 

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer Identification No.) 
    
 

2-18-23, Nishiwaseda

Shinjuku-Ku, Tokyo, Japan

169-0051 
  (Address of Principal Executive Offices)(Zip Code)  

 

  Issuer's telephone number: +81-3-6670-1692

Email: contact@world-scan-project.com

 

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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. [X] Yes [ ] No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes [ ] No

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

 

 [  ] Yes [X] No

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

As of MarchJune 8, 2023, there were 10,647,350 shares of common stock and 10,000,000 shares of preferred stock issued and outstanding.

 

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INDEX

 

   Page 
PART I - FINANCIAL INFORMATION  
   
ITEM 1FINANCIAL STATEMENTS - UNAUDITED F1
Consolidated Balance Sheets - UNAUDITED F1
CONSOLIDATED Statements of Operations AND COMPREHENSIVE INCOME- UNAUDITED  F2
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY-EQUITY (DEFICIT)- UNAUDITED  F3
CONSOLIDATED Statement of Cash Flows - unaudited F4
Notes to CONSOLIDATED Financial Statements - unaudited F5
   
ITEM 2MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS 3
ITEM 3QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 3
ITEM 4CONTROLS AND PROCEDURES 4
 
PART II - OTHER INFORMATION  
 
ITEM 1LEGAL PROCEEDINGS 5
ITEM 1ARISK FACTORS  
ITEM 2UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 5
ITEM 3DEFAULTS UPON SENIOR SECURITIES 5
ITEM 4MINE SAFETY DISCLOSURES 5
ITEM 5OTHER INFORMATION 5
ITEM 6EXHIBITS 5
  
SIGNATURES 6

 

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Table of Contents

PART I - FINANCIAL INFORMATION

 

WORLD SCAN PROJECT, INC.

CONSOLIDATED BALANCE SHEETS

 

 

January 31, 2023

(Unaudited)

 October 31, 2022  

April 30, 2023

(Unaudited)

 October 31, 2022 
ASSETS        
Current Assets  
Cash and cash equivalents$1,550,553$5,836,065$2,381,921$5,836,065
Accounts receivable, trade 153,310 1,847,068 27,585 1,847,068
Other receivables, current 687 489 668 489
Advance payments and prepaid expenses 22,408,075 16,389,562 31,477,156 16,389,562
Inventories 458 403 446 403
TOTAL CURRENT ASSETS 24,113,083 24,073,587 33,887,776 24,073,587
Non-current assets        
Furniture, fixtures and equipment, net 306,173 280,024 312,347 280,024
Lease asset long term 738,880 705,007 660,055 705,007
Long term prepaid expenses and security deposits, net 113,022 

112,145

 96,372 

112,145

Deferred tax assets 137,124 

307,438

 650,604 

307,438

Other intangible assets, non-current 21,351 

 19,960

 - 

 19,960

TOTAL NON-CURRENT ASSETS 1,316,550 1,424,574 1,719,378 1,424,574
  
TOTAL ASSETS$25,429,633$25,498,161$35,607,154$25,498,161
  
LIABILITIES AND SHAREHOLDERS' EQUITY  
Current Liabilities  
Accrued expenses and other payables$2,475,483$2,453,668$6,674,514$2,453,668
Accounts payable - related party 19,976 18,517 20,479 18,517
Income taxes payable 5,248,647 3,329,572 7,079,847 3,329,572
Consumption tax payable 1,280,818 941,483 1,870,816 941,483
Short-term lease liability 224,833 231,041 175,604 231,041
Deferred revenue 1,461,766 7,401,171 333,721 7,401,171
Due to related party 458 458 458 458
TOTAL CURRENT LIABILITIES 10,711,981 14,375,910 16,155,439 14,375,910
  
Non-Current Liabilities  
Lease liability long term 561,244 520,002 525,384 520,002
  
TOTAL LIABILITIES$11,273,225$14,895,912$16,680,823$14,895,912
  
Shareholders' Equity
Preferred stock ($0.0001 par value, 200,000,000 shares authorized; 10,000,000 shares issued and outstanding as of January 31, 2023 and October 31, 2022)$1,000$1,000
Common stock ($0.0001 par value, 200,000,000 shares authorized, 10,647,350 shares issued and outstanding as of January 31, 2023 and October 31, 2022) 1,065 1,065
Preferred stock ($0.0001 par value, 200,000,000 shares authorized; 10,000,000 shares issued and outstanding as of April 30, 2023 and October 31, 2022)$1,000$1,000
Common stock ($0.0001 par value, 200,000,000 shares authorized, 10,647,350 shares issued and outstanding as of April 30, 2023 and October 31, 2022) 1,065 1,065
Additional paid-in capital 323,990 323,990 323,990 323,990
Accumulated earnings 14,577,383 12,555,142 19,703,898 12,555,142
Accumulated other comprehensive income (747,030)   (2,278,948) (1,103,622)   (2,278,948)
        
TOTAL SHAREHOLDERS' EQUITY$14,156,408$10,602,249$18,926,331$10,602,249
  
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY$25,429,633$25,498,161$35,607,154$25,498,161

  

The accompanying notes are an integral part of these unaudited financial statements.

 

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WORLD SCAN PROJECT, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(UNAUDITED) 

 

   Three Months Three Months
   January 31, 2023 January 31, 2022
      
Revenues    
Revenues$5,257$4,930,028
Revenues, net 7,737,907 -
Total Revenues 7,743,164 4,930,028
Cost of revenues 3,492 2,383,993
Gross profit 7,739,672 2,546,035
      
OPERATING EXPENSE    
 General and administrative expenses 4,109,658 955,237
Total operating Expenses 4,109,658 955,237
      
Income from operations 3,630,014 1,590,798
      
Other income (expense)    
 Other income - 19,463
 Interest Expense - -
Total other income (expense) - 19,463
      
Net income before tax 3,630,014 1,610,261
Income tax expense 1,607,773 671,720
NET INCOME (LOSS)$2,022,241$938,541
      
OTHER COMPREHENSIVE INCOME (LOSS)    
 Foreign currency translation adjustment$1,531,918$(57,443)
      
TOTAL COMPREHENSIVE INCOME (LOSS)$3,554,159$881,098
      
Income per common share    
 Basic$0.19$0.09
 Diluted$0.10$0.05
      
Weighted average common shares outstanding    
 Basic 10,647,350 10,647,350
 Diluted 20,647,350 20,647,350

  

For the Three Months

Ended April 30, 2023

 

For the Three Months

Ended April 30, 2022

 

 For the Six Months 

Ended April 30, 2023

 

 For the Six Months

Ended April 30, 2022

 
          
Revenues$734$8,266,406$

 

5,991

 

$

 

13,196,434

   
Revenues, net 15,517,197 - 

 

23,255,104

 

 

-

 
Total Revenues 15,517,931 8,266,406 

 

23,261,095

 

 

13,196,434

 
Cost of revenues 628 3,680,443 

 

4,120

 

 

6,064,436

 
Gross profit$15,517,303$4,585,963$

 

23,256,975

 

$

 

7,131,998

 
          
OPERATING EXPENSE         
General and administrative expenses 8,091,044 1,161,020 12,200,702 2,116,257 
Total operating expenses 8,091,044 1,161,020 12,200,702 2,116,257 
          
Income from operations 7,426,259 3,424,943 11,056,273 5,015,741 
          
Other income (expense)         
Other income 10 7,727 10 27,190 
Other expense (31,939) - 

 

(31,939)

-

 
Total other income (expenses) (31,929) 7,727 

 

(31,929)

 

 

27,190

 
          
Net income before tax 7,394,330 3,432,670 11,024,344 5,042,931 
Income tax expense 2,267,815   1,285,389 3,875,588 1,957,109 
NET INCOME$5,126,515  $2,147,281$7,148,756$3,085,822 
          
OTHER COMPREHENSIVE INCOME (LOSS)         
Foreign currency translation adjustment$               (356,592  )$(672,155)$1,175,326  

$

(729,598)

 
          
TOTAL COMPREHENSIVE INCOME (LOSS)$4,769,923$1,475,126$

 

8,324,082  

 

$

 

2,356,224

 
          
Income per common share         
Basic$                       0.48$0.20$

 

.67

 

$

 

.29

 
Diluted$                       0.25$0.10$             .35$         .15 
          
Weighted average common shares outstanding         
Basic             10,647,350 10,647,350 10,647,350 10,647,350 
Diluted             20,647,350 20,647,350 20,647,350 20,647,350 

The accompanying notes are an integral part of these unaudited financial statements.

 

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 WORLD SCAN PROJECT, INC.

 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)

 FOR THE PERIOD ENDING JANUARY 31,APRIL 30, 2023

(UNAUDITED) 

 

           ACCUMULATED    
         ADDITIONAL OTHER ACCUMULATED TOTAL
 PREFERRED STOCK COMMON STOCK PAID IN COMPREHENSIVE EARNINGS EQUITY
 NUMBER AMOUNT NUMBER AMOUNT CAPITAL INCOME (LOSS) (DEFICIT) (DEFICIT)
                
Balance - October 31, 202210,000,000$1,000 10,647,350$1,065$323,990$(2,278,948)$12,555,142$10,602,249
                
Net income        -         -         -         -  -  - 2,022,241 2,022,241
Foreign currency translation        -         -         -         -  - 1,531,918 - 1,531,918
Balance - January 31, 202310,000,000$1,000 10,647,350$1,065$323,990$(747,030)$14,577,383$14,156,408

           ACCUMULATED    
         ADDITIONAL OTHER ACCUMULATED TOTAL
 PREFERRED STOCK COMMON STOCK PAID IN COMPREHENSIVE EARNINGS EQUITY
 NUMBER AMOUNT NUMBER AMOUNT CAPITAL INCOME (LOSS) (DEFICIT) (DEFICIT)
                
Balance - October 31, 202210,000,000$1,000 10,647,350$1,065$323,990$(2,278,948)$12,555,142$10,602,249
                
Net income        -         -         -         -  -  - 2,022,241 2,022,241
Foreign currency translation- - - - - 1,531,918 - 1,531,198
Balance – January 31, 202310,000,000$1,000 10,647,350$1,065$323,990$(747,030)$14,577,383$14,156,408
Net income- - - - - - 5,126,515   5,126,515  
Foreign currency translation        -         -         -         -  - (356,592  ) - (356,952)
Balance - April 30, 202310,000,000$1,000 10,647,350$1,065$323,990$(1,103,622)$19,703,898  $18,926,331

 

The accompanying notes are an integral part of these unaudited financial statements. 

 

WORLD SCAN PROJECT, INC.  

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

FOR THE PERIOD ENDING JULY 31,APRIL 30, 2022 

(UNAUDITED) 

 

       ACCUMULATED           ACCUMULATED    
 ADDITIONAL OTHER ACCUMULATED TOTAL ADDITIONAL OTHER ACCUMULATED TOTAL
PREFERRED STOCK COMMON STOCK PAID IN COMPREHENSIVE EARNINGS EQUITYPREFERRED STOCK COMMON STOCK PAID IN COMPREHENSIVE EARNINGS EQUITY
NUMBER AMOUNT NUMBER AMOUNT CAPITAL INCOME (LOSS) (DEFICIT) (DEFICIT)NUMBER AMOUNT NUMBER AMOUNT CAPITAL INCOME (LOSS) (DEFICIT) (DEFICIT)
  
Balance - October 31, 202110,000,000$1,000 10,647,350$1,065$323,990$(160,194)$3,646,360$3,812,22110,000,000$1,000 10,647,350$1,065$323,990$(160,194)$3,646,360$3,812,221
  
Net income        -         -         -         -  -  - 938,541 938,541- - - -  -  - 938,541 938,541
Foreign currency translation        -         -         -         -  - (57,443)  - (57,443)- - - - - (57,443) - (57,443)
Balance - January 31, 202210,000,000$1,000 10,647,350$1,065$    323,990$      (217,637)$ 4,584,901$ 4,693,319
Balance – January 31, 202210,000,000$1,000 10,647,.350$1,065$323,990$(217,637)$4,584,901$4,693,319
Net income- - - - - - 2,147,281 2,147,281
Foreign currency translation        -         -         -         -  - (672,155)  - (672,155)
Balance - April 30, 202210,000,000$1,000 10,647,350$1,065$    323,990$(889,792)$6,732,182$6,168,445

The accompanying notes are an integral part of these unaudited financial statements. 

  

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WORLD SCAN PROJECT, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED) 

 

  Three Months Three Months  Six Months Six Months
  January 31, 2023 

January 31, 2022

  April 30, 2023 

 April 30, 2022

    
CASH FLOWS FROM OPERATING ACTIVITIESCASH FLOWS FROM OPERATING ACTIVITIES CASH FLOWS FROM OPERATING ACTIVITIES 
Net income$2,022,241$938,541Net income$7,148,756$3,085,822
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:    Adjustments to reconcile net loss to net cash provided by (used in) operating activities:    
Depreciation and amortization 12,817 8,734Depreciation and amortization 26,019 22,179
Amortization of long-term deposits 13,824 -Amortization of long-term deposits 27,467 58,377
Lease expense 73,153 81,246Lease expense 144,775 165,942
Changes in operating assets and liabilities:Changes in operating assets and liabilities: Changes in operating assets and liabilities: 
Accounts receivable 2,005,392 4,598
Accounts receivable 1,866,010 (11,247)Advance payments and other prepaid expense (13,302,962) (3,651,301)
Advance payments and other prepaid expense (3,628,404) (633,996)Inventories - (152,870)
Inventories - (390,316)Other receivables (127) 16,221
Other receivables (126) 16,735Deposits - (15,148)
Other current assets - 5,107Other intangible assets - (28,232)
Deferred tax assets 203,551 -Deferred tax assets (309,441) -
Accrued expenses and other payables (300,962) 8,586Accrued expenses and other payables 3,945,425 19,453
Taxes payable 1,607,464 891,602Taxes payable 4,211,460 1,877,878
Deferred revenue (6,664,286) (1,460,087)Deferred revenue (7,813,344) (1,431,916)
ROU asset/liability (78,060) (81,652)ROU asset/liability (154,684) (146,103)
Net cash used in operating activities (4,872,778) (626,747)Net cash used in operating activities (4,071,264) (175,100)
    
CASH FLOWS FROM INVESTING ACTIVITIES CASH FLOWS FROM INVESTING ACTIVITIES 
 Cash paid for purchase of fixed assets - (14,029) Cash paid for purchase of fixed assets - (243,462)
 Net cash used in investing activities - (14,029) Net cash used in investing activities - (243,462)
    
CASH FLOWS FROM FINANCING ACTIVITIESCASH FLOWS FROM FINANCING ACTIVITIES CASH FLOWS FROM FINANCING ACTIVITIES 
Proceeds from due to related party  - -Proceeds from due to related party  - -
Net cash provided by (used in) financing activities - -Net cash provided by (used in) financing activities - -
    
Net effect of exchange rate changes on cashNet effect of exchange rate changes on cash$587,266$5,808Net effect of exchange rate changes on cash$617,120$(251,169)
          
Net Change in Cash and Cash EquivalentsNet Change in Cash and Cash Equivalents (4,285,512) (634,968)Net Change in Cash and Cash Equivalents (3,454,144) (669,731)
Cash and cash equivalents - beginning of periodCash and cash equivalents - beginning of period 5,836,065 2,583,218Cash and cash equivalents - beginning of period 5,836,065 2,583,218
Cash and cash equivalents - end of periodCash and cash equivalents - end of period$1,550,553$1,948,250Cash and cash equivalents - end of period$2,381,921$1,913,487
    
    
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATIONSUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION 
Interest paidInterest paid$-$-Interest paid$-$-
Income taxes paidIncome taxes paid $- $-Income taxes paid $- $-
NON-CASH INVESTING AND FINANCING TRANSACTIONSNON-CASH INVESTING AND FINANCING TRANSACTIONSNON-CASH INVESTING AND FINANCING TRANSACTIONS
ROU Asset/LiabilityROU Asset/Liability$-$1,207,972ROU Asset/Liability$-$1,269,132

 

The accompanying notes are an integral part of these unaudited financial statements.

  

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WORLD SCAN PROJECT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

CONSOLIDATED NOTES TO FINANCIAL STATEMENTS

JANUARY 31,APRIL 30, 2023

 (UNAUDITED)

 

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

 

World Scan Project, Inc., a Delaware corporation (“the Company”) was incorporated under the laws of the State of Delaware on October 25, 2019.

 

On October 25, 2019, Ryohei Uetaki, our officer and director, paid for expenses involved with the incorporation of the Company with personal funds on behalf of the Company, in exchange for 10,000,000 shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of Series A Preferred stock, par value $0.0001 per share, which issuance was exempt from the registration provisions of Section 5 of the Securities Act under Section 4(2) of such same said act. The value of the stock provided to Mr. Uetaki, based on the par value of $.0001 per share of common stock and Series A Preferred Stock, is valued at $2,000.

 

On October 25, 2019, Ryohei Uetaki was appointed as Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer.

 

On November 18, 2019, Yasumasa Ichikawa was appointed as Chief Technology Officer.

 

On January 25, 2020, the Company entered into and consummated a Share Contribution Agreement with Ryohei Uetaki. Pursuant to this agreement Mr. Uetaki gifted to the Company, at no cost, 300 shares of common stock of World Scan Project Corporation, a Japan corporation (“WSP Japan”), which represented all of its issued and outstanding shares. The Company has since gained a 100% interest in the issued and outstanding shares of WSP Japan’s common stock and WSP Japan is now a wholly owned subsidiary of the Company. The Company and WSP Japan were under common control at the time of the acquisition.

 

WSP Japan was incorporated under the laws of Japan on January 22, 2020. Currently, WSP Japan is headquartered in Tokyo, Japan. The Company’s primary business is focused on developing and manufacturing of autonomous aerial vehicles including drones.

 

On February 19, 2020, Ryohei Uetaki gifted 7,000,000 shares of our Common Stock and 10,000,000 shares of our Series A Preferred Stock, which represented all of our issued and outstanding shares of Preferred Stock at the time, to SKYPR LLC, a Delaware Limited Liability Company (referred to herein as “SKYPR LLC”). Our CEO Ryohei Uetaki owns and controls 100% of the membership interests in SKYPR LLC.

 

In September, 2020, the Company entered into subscription agreements with 41 shareholders. Pursuant to these agreements, the Company issued 647,350 shares of common stock in total to these shareholders and received $323,675 as aggregate consideration. At the time of purchase the price paid per share by each shareholder was the equivalent of about 0.50 USD.

 

These shares were sold pursuant to the Company’s effective S-1 Registration Statement deemed effective on August 28, 2020 at 4pm EST.

 

We operate through our wholly owned subsidiary, World Scan Project Corporation, a Japanese Company. We are a start-up stage company currently focused on developing, designing and selling small sized drones which may be used for a variety of purposes.

 

Our principal executive offices are located at 2-18-23, Nishiwaseda, Shinjuku-Ku, Tokyo, 169-0051, Japan.

 

The Company has elected October 31st as its year end.

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Principles of Consolidations

 

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, World Scan Project Corporation, whose registered address is 2-18-23, Nishiwaseda, Shinjuku-Ku, Tokyo, 162-0051, Japan. All significant intercompany accounts and transactions have been eliminated.

 

Basis of Presentation

 

This summary of significant accounting policies is presented to assist in understanding the Company’s financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements.

 

Reclassification

 

Certain amounts in the prior period have been reclassified to conform to the current period presentation. 

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates.

 

Advertising and Promotion

 

All advertising, promotion and marketing expenses, including commissions, are expensed when incurred.

 

Leases

 

The Company capitalizes all leased assets pursuant to ASU 2016-02, Leases (Topic 842) (“Topic 842”), which requires lessees to recognize right-of-use (“ROU”) assets and lease liability, initially measured at present value of the lease payments, on its balance sheet for leases with terms longer than 12 months and classified as either financing or operating leases. The Company excludes short-term leases having initial terms of 12 months or less from Topic 842 as an accounting policy election and recognizes rent expense on a straight-line basis over the lease term.  

 

Related party transaction 

 

A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. The Company conducts business with its related parties in the ordinary course of business.

 

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with an original maturity of ninesix months or less when purchased to be cash equivalents.

 

Accounts Receivable and Credit Policies

 

Accounts receivable are recognized and carried at the original invoice amount less allowance for any uncollectible amounts. An estimate for doubtful accounts is made when collection of the full amount is no longer probable. Bad debts are written off as incurred. If there is a claim for a defect of product within four days after arrival of goods, the Company shall accept a goods return.

 

Advance payments and prepaid expenses

 

Advance payments and prepaid expenses are cash paid amounts that represent costs incurred from which a service or benefit is expected to be derived in the future.

 

Inventory

 

Inventories, consisting of products available for sale, are primarily accounted for using the first-in, first-out (“FIFO”) method, and are valued at the lower of cost or market value. This valuation requires the Company to make judgments, based on currently-available information, about the likely method of disposition, such as through sales to individual customers, returns to product vendors, or liquidations, and expected recoverable values of each disposition category.category

 

Fixed assets and depreciation

 

Property, plant and equipment are stated at cost less depreciation and impairment loss. The initial cost of the assets comprises its purchase price and any directly attributable costs of bringing the asset to its working condition and location for its intended use. Depreciation is calculated using the straight-line method over the shorter of the estimated useful life of the respective assets as follows: computer software developed or acquired for internal use, 2 to 5 years; computer equipment, 2 to 5 years; buildings and improvements, 5 to 15 years; leasehold improvements, 2 to 10 years; and furniture and equipment, 1 to 5 years.

 

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Foreign currency translation 

 

The Company maintains its books and records in its local currency, Japanese YEN (“JPY”), which is a functional currency as being the primary currency of the economic environment in which its operation is conducted. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations. 

 

The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying consolidated financial statements have been expressed in US$. In accordance with ASC Topic 830-30, “Translation of Financial Statement”, assets and liabilities of the Company whose functional currency is not US$ are translated into US$, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements are recorded as a separate component of accumulated other comprehensive income within the statements of shareholders’ equity.

 

Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates:

 

 January 31,April 30, 2023
Current JPY: US$1 exchange rate130.47134.13
Average JPY: US$1 exchange rate136.04134.71

 

Comprehensive income or loss

 

ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income or loss, its components and accumulated balances. Comprehensive income or loss as defined includes all changes in equity during a period from non-owner sources. Accumulated comprehensive income, as presented in the accompanying consolidated statements of shareholders’ equity consists of changes in unrealized gains and losses on foreign currency translation.

 

Revenue recognition

 

The Company adopted ASC 606 – Revenue from contracts with Customers: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.

Revenue amount represents the invoiced value, net of a value-added tax (“Consumption Tax”) and applicable local government levies. The Consumption Tax on sales is calculated at 10% of gross sales. The Company is subject to consumption taxes in Japan for the yearyears ended October 31, 2022.2022 and 2023.

 

The following table summarizes our revenue recognized under ASC 606 in our consolidated statements of operations:operations:

 

 Three Months Ended Six Months Ended
 January 31, April 30,
 2023 2022 2023 2022
        
Revenues           
Product sales  $4,344 $4,906,820 $5,991 $13,140,491
Crypto miners sales, net  7,737,907 -  23,255,104 -
Program for educational institution -  23,208 -  34,985
Other  913  -  -  20,958
Total Revenue Under ASC 606  7,743,164  4,930,028 $23,261,095 $13,196,434
     
     
Total Revenue Under ASC 606 $7,743,164 $4,930,028
      

Revenue from product sales

 

Revenue for products is recognized when the products are delivered to the customer and the customer completes the product inspection. Cash receipts for undelivered products are recorded as deferred revenues. As of January 31,April 30, 2023, no$1,233 of deferred revenues are related to product sales. 

 

Revenue from crypto miners sales       

 

During the period ended January 31,April 30, 2023, the Company acted as an agent in facilitating the sales of crypto miners, produced by a third-party manufacturer, to customers of the Company. Revenue for the sale of crypto miners was recognized when the miners were delivered to the customers and the customers completed the inspection of the miners. Management assessed the Company’s contracts with the third-party manufacturer and customers in consideration of ASC 606, “Revenue from Contracts with Customers”, and determined the Company as the agent in said transactions. As such, the company recognized crypto miner sales net of costs. For the period ended January 31,April 30, 2023, Costcost of goods sold for miner purchases, netted by the gross sales was $26,084,482.$83,700,987. As of January 31,April 30, 2023, $1,461,766 $330,232of deferred revenues are related to deposits for crypto miners.

 

Revenue from educational institution program

 

Revenue for educational institution fees is recognized when the services are provided to the customer. Cash receipts for undelivered products are recorded as deferred revenues. As of January 31,April 30, 2023, the Company had no deferred revenues related to the educational institution program.

Income Taxes

 

The Company accounts for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. 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 the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. The Company recognized deferred tax assets of $137,124$650,604 and $307,438$307,438 as of January 31,April 30, 2023 and October 31, 2022, respectively.

 

Basic Earnings (Loss) Per Share

 

The Company computes basic and diluted earnings (loss) per share in accordance with ASC Topic 260, Earnings per Share. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the reporting period. Diluted earnings (loss) per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. Each shareholder of Series A Preferred Stock may convert their shares at the option of the holder thereof intointo an equal amount of shares of any other class or series of the Company’s stock on a one to one basis, therefore the Company computes diluted earnings (loss) per shares by dividing net income (loss) by the sum of the total of weighted average number of common shares and total preferred shares outstanding.

Basic and diluted earnings per share or the three and six months ended April 30thare as follows:

  January 31, 
    
   2023 2022 
 Basic earnings per share $.19 $.09 
 Diluted earnings per share 

 

$

.10  $.05 

   

Three months ended

April 30, 2023

  

Three months ended

April 30, 2022

 

Six months ended

April 30, 2023

 

Six months ended 

April 30, 2022

 Basic earnings per share 

 

$

 

.48

 

 

$

.20 $.67 $.29
 Diluted earnings per share 

 

$

 

.25

 

 

$

.10 

 

$

.35  $.15

Fair Value of Financial Instruments

 

The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

 

ASC 820, Fair Value Measurements and Disclosures, defines fair value 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. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

 

- Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

- Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

- Level 3 – Inputs that are both significant to the fair value measurement and unobservable. 

 

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of January 31,April 30, 2023. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. As of January 31,April 30, 2023 and October 31, 2022, the Company had no financial instruments.

 

Recently Issued Accounting Pronouncements

 

The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements.    

 

Concentration of Purchases   

 

Net purchase from suppliers accounting for 10% or more of total purchases are as follows:

 

For the period ended January 31,April 30, 2023, 100% of the inventories were purchased from G-Force in the amount of $3,492.$4,120.

 

For the period ended January 31,April 30, 2022, 90.7%91.7% of the inventories were purchased from G-Force in the amount of $2,161,817.$5,546,529.

 

Concentration of Revenues     

 

Gross revenues from customers accounting for 10% or more of total revenues are as follows:

 

For the period ended January 31,April 30, 2023, none.28.14% of total revenue was generated from Kinoshita Group.

 

For the period ended January 31,April 30, 2022, 98.2%99.0% of total revenue was generated from DroneDone Net in the amount of $4,839,829.$13,061,272.

 

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NOTE 3 - GOING CONCERN

 

The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.

 

The Company demonstrates some positive trends, compared with the previous fiscal years, in our financial statements as in below:

 

As of January 31,April 30, 2023, the Company recorded cash and cash equivalents of $1,550,553, a decrease$2,381,921, an increase of $397,697$468,434 as compared to $1,948,250$1,913,487 in the prior year period ended January 31, 2022. For the period ended, theApril 30, 2022, The Company’s major sources ofincreased liquidity is derived from increased sales, particularly sales of crypto miner sales. The main cause of the decrease in cash from October 31, 2022 to January 31, 2023 is due to the working capital, which is an increase in Advance payments and prepaid expenses by $6M. The balance mainly consists of advance payments for crypto miner procurements. miners.As stated in the consolidated financial statements, the Company, for the period ended on January 31,April 30, 2023, the Company recorded a net income of $2,022,241$7,148,756 (+115%132% y-o-y) and used 4,872,778 (777%$4,071,264 (2,225% y-o-y) in cash flows from operating activities. As a result,Additionally, during the Company’ssix months ended April 30, 2023, the Company increased working capital has grown to approximately $12.8 millionby $8,034,660 (83%) as compared to working capital at October 31, 2022 working capital of approximately $9.7 million.2022.

 

Having reviewed the above, the Company realizes that whether we shall be able to continue demonstrating the positive trends demonstrated in our financial statements, lies in our ability to continue to generate revenue and increase revenue going forward. Principally, the Company's consolidated financial statements are based on going concern assumptions, which assume the realization of assets and offset of liabilities in the normal course of business. Based on this, the Company also recognizes that it is critical for us to continue to operate and/or perform our obligation(s) in the future and procure any required funds needed to meet the redemption of its debt during normal business operations.

 

Management has evaluated the estimated impact of COVID-19, which has become a significant factor impacting operations of businesses globally, one of which we believe we will need to continue to monitor as to the potential effects it may have on our own business.

 

The Company assessed the impact of COVID-19 and believes there to be minimal impact of COVID-19 on the Company’s dronecrypto miner sales, which is currently the Company’s primary source of revenue. The Company will need to continue to monitor COVID-19 and the effects it may have, socially and economically, as it is possible that such developments may in fact impact our operations going forward or more specifically, our sales results. At this time, the Company believes that it will not affect our assumptions as a going concern.

 

Based on the Company’s evaluation based onand considering the positive financial trends itthe Company has experienced year over year, e.g. the increase in net income and increased working capital,management believes that it has completely mitigated the circumstances that led to a doubt with respect to the Company’s ability to continue as a going concern, i.e. dependency on a single major customer, which existed at the time of the filing of the Company’s prior year report. 

  

The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.

 

NOTE 4 - ACCOUNTS RECEIVABLE  

 

Accounts receivable from customers totaled $153,310$27,585 as of January 31,April 30, 2023 and $1,847,068$1,847,068 as of October 31, 2022. No bad debt allowance was provided as of January 31,April 30, 2023 and October 31, 2022.

 

Concentration of Accounts Receivable

 

Accounts receivable from customers accounting for 10% or more of total accounts receivable are as follows:

 

For the period ended January 31,As of April 30, 2023, 99.9%100% of total accounts receivable was owed to the Company by SoarReshare in the amount of $153,291.$27,585.    

For the year ended October 31, 2022, 77.36% of total accounts receivable was owed to the Company by Drone Net in the amount of $1,428,976 and 15.36% of total accounts receivable was owed to the Company by Chabi in the amount of $283,792.

NOTE 5 - ADVANCE PAYMENTS AND PREPAID EXPENSES

Advance payments are comprised of the payments for the undelivered products and other deliverables. As of January 31,April 30, 2023 and October 31, 2022, the Company had advance payments and other prepaid expenses of $31,477,156 22,408,075and $16,389,562, 16,389,562, respectively. Details of the advance payments as of January 31,April 30, 2023 and October 31, 2022 are as follows:

  April 30, 2023 October 31, 2022
Purchase of products from G-Force Inc.$107,209$101,158
Purchase of products from Royal Sensing 45,105 -
Purchase of advertising from Kumamoto Communications 239,196 -
Purchase of parts from Team M 41,005 37,097
Purchase of parts from Wise Partners Co., Ltd - 228,785
Purchase of parts from Rogyx Co., Ltd 48,984 31,161
Purchase of cryptocurrency miners from CU Holdings 3,317,677 -
Purchase of cryptocurrency miners from Cellessence Corp. 27,595,050 15,915,311
Other advances and prepaid expenses   82,930 76,050
Totals$31,477,156$16,389,562

  

January 31,

2023

 October 31, 2022
Purchase of products from G-Force Inc.$110,947101,158
Purchase of parts from Team M 42,155 37,097
Purchase of parts from Wise Partners Co.,  Ltd  259,980 228,785
Purchase of parts from Rogyx Co., Ltd   32,838 31,161
Purchase of cryptocurrency miners from Cellessence Corp.  15,896,037 15,915,311
Purchase of cryptocurrency miners from CU  Holdings5,633,479  -
Other advances and prepaid expenses   432,638 76,050
Totals$ 22,408,075$16,389,562

NOTE 6 - FIXED ASSETS

 

The company recognizes purchased assets with a useful life longer than one year as fixed or non-current assets. These assets are depreciated using the straight-line method of depreciation over the estimated useful life of the assets.

During the period ended January 31,April 30, 2023, the Company purchased no additional long-term assetsassets. The Company is depreciating previously purchased assets over a 5-10 year period once they were put into use. Depreciation expense for the periods ended January 31,April 30, 2023 was approximatelyand April 30, 2022 were $12,81726,019. and $22,179, respectively.

 

During the year ended October 31, 2022, the Company purchased long-term assets, including building renovations, totaling approximately $227,180. The Company is depreciating these assets over a 5-10 year period once they were put into use. Depreciation expense for the year ended October 31, 2022 was approximately $50,535.

  

NOTE 7 - DEFERRED REVENUE

Deferred revenue is the amount the Company received in advance from the customer for their orders placed with us. As of January 31,April 30, 2023 deferred revenue in the amount of $1,461,766333,721 was mainly related to our sales of cryptocurrency miners which represents a large amount in both number of transactions and values. As of October 31, 2022, deferred revenue in the amount of $7,401,171 was related to our sales of cryptocurrency miners which represents a large amount in both number of transactions and values.

 

NOTE 8 - INCOME TAXES

 

For the periods ended January 31,April 30, 2023 and 2022, the Company had income tax expense in the amount of $$1,607,7733,875,588 and $671,7201,957,109, respectively.

 

United States

The Company was incorporated under the laws of the State of Delaware on October 25, 2019. The U.S. federal income tax rate is 21%.

 

Japan

 

The Company conducts its major businesses in Japan through WSP Japan and is subject to tax in this jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the local tax authority.

 

The Company is subject to a number of income taxes, which, in aggregate, represent a statutory tax rate approximately as follows: 

 Company’s assessable profit 
For the year ended October 31,Up to JPY 4 million Up to JPY 8 million Over JPY 8 million
202222.9% 25.37% 37.59%
       

For the periods ended January 31, 2023 and 2022, the Company’s income tax expenses are as follows:

 

  Three Months Ended
  January 31,
  2023  2022
Current $1,404,222  $671,720
Deferred  203,551   -
Total $1,607,773  $671,720
 Company’s assessable profit 
For the year ended October 31,Up to JPY 4 million Up to JPY 8 million Over JPY 8 million
202222.9% 25.37% 37.59%
       

As of January 31,April 30, 2023 and October 31, 2022, the Company had income tax payable of $7,079,8475,248,647 and $3,329,572, and $3,329,572, respectively.

 

NOTE 9 - SHAREHOLDERS EQUITY

 

Preferred Stock

 

The authorized preferred stock of the Company consists of 200,000,000 shares with a par value of $0.0001. The authorized Series A Preferred Stock of the Company consists of 100,000,000. There were 10,000,000 shares of Series A Preferred Stock issued and outstanding as of January 31,April 30, 2023 and October 31, 2022.

 

The rights, preferences, privileges, restrictions and other matters relating to the Series A Preferred Stock are as follows:

 

(a) Each share of Series A Preferred Stock shall have no voting rights;

(b) Each shareholder of Series A Preferred Stock may convert their shares at the option of the holder thereof into an equal amount of shares of any other class or series of the Company’s stock on a one to one basis.

 

Common Stock

 

The authorized common stock of the Company consists of 200,000,000 shares with a par value of $0.0001. There were 10,647,350 shares of common stock issued and outstanding as of January 31,April 30, 2023 and October 31, 2022.

 

NOTE 10 - RELATED-PARTY TRANSACTIONS

  

Loan to the Company

As of January 31,April 30, 2023, our CEO and Director,  to Ryohei Uetaki, has advanced to the Company $19,97614,911 for salary, $5,568 for health insurance and $458 for expenses. This advance is considered as a loan to the Company which is unsecured, noninterest-bearing and payable on demand.

 

NOTE 11 - LEASE ASSETS AND LIABILITIES

 

Our adoption of ASU 2016-02, Leases (Topic 842), and subsequent ASUs related to Topic 842, requires us to recognize substantially allall leases on the balance sheet as an ROU asset and a corresponding lease liability. The new guidance also requires additional disclosures as detailed below. We adopted this standard on the effective date of November 1, 2020 and used this effective date as the date of initial application. Under this application method, we were not required to restate prior period financial information or provide Topic 842 disclosures for prior periods. We elected the ‘package of practical expedients,’ which permitted us to not reassess our prior conclusions related to lease identification, lease classification, and initial direct costs, and we did not elect the use of hindsight.

We determine if a contract is a lease at the inception of the arrangement. We review all options to extend, terminate, or purchase the ROU assets, and when reasonably certain to exercise, we include the option in the determination of the lease term and lease liability. We have six operating leases related to our office space in Tokyo with remaining lease terms of 1 to 103 years. We recognized $$73,153144, and $11,541 $165,942in operating lease costs for the threesix months ended January 31,April 30, 2023 and January 31,April 30, 2022, respectively.

 

Lease ROU assets and liabilities are recognized at commencement date of the lease, based on the present value of lease payments over the lease term. The lease ROU asset also includes any lease payments made and excludes any lease incentives. When readily determinable, we use the implicit rate in determining the present value of lease payments. When leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease commencement date, including the lease term.

 

The tables below present financial information associated with our leases.leases. As noted above, we adopted Topic 842 using a transition method that does not require application to periods prior to adoption.

Balance Sheet ClassificationJanuary 31, 2023October 31, 2022Balance Sheet ClassificationApril 30, 2023October 31, 2022
        
Right-of-use assetsLease asset long$738,880$705,007Lease asset long$660,055$705,007
Current lease liabilitiesShort-term lease liability 224,833 231,041Short-term lease liability 175,604 231,041
Non-current lease liabilitiesLease liability long term 561,244 520,002Lease liability long term 525,384 520,002
     
Maturities of lease liabilities as of January 31, 2023 are as follows: 
Maturities of lease liabilities as of April 30, 2023 are as follows:  
     
2023 230,516  148,040 
2024 115,891  112,729 
2025 91,975  89,465 
2026  91,975   89,465 
2027 and beyond459,876   447,327 
Total990,233  887,026 
Less interest(204,156)  
Add(Less): Imputed interest(106,038) 
Present value of lease liabilities786,077   700,988 

NOTE 12 - ACCRUED EXPENSES AND OTHER PAYABLES   

Accrued expenses and other payables are comprised of trade accounts payable, accrued payroll tax liabilities and accrued expensesexpenses. As of January 31,April 30, 2023 and October 31, 2022, the Company had accrued expenses and other payables of $6,674,514 2,475,483 and $2,453,668, respectively. Details of the accrued expenses and other payables as of January 31,April 30, 2023 and October 31, 2022 are as follows:

 

 January 31, 2023 October 31, 2022 April 30, 2023 October 31, 2022
Accounts payable, trade$2,408,852 $2,383,161$2,408,852 $2,383,161
Accounts payable for employees 47,099    54,879 47,099    54,879
Accrued payroll liabilities 19,532 15,628 19,532 15,628
Totals$2,475,483 $2,453,668$2,475,483 $2,453,668

  

NOTE 13 - SUBSEQUENT EVENTS  

 

The Company has evaluated subsequent events through MarchJune 8, 2023 , the date on which the consolidated financial statements were available to be issued and has found no material transactions to report.report except for the following:

On or about May 15, 2023, the Company announced a direct public offering to sell up to 150,000 shares of common stock, at a fixed price of $10.00 per share. This offeringbecame effective May 25, 2023. Our offering will terminate upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) 365 days from the effective date of this prospectus unless extended by our Board of Directors for an additional 90 days. We may however, at any time and for any reason terminate the offering.

 

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ITEM 2MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.”

 

These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions.

 

Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

 

Company Overview

 

Corporate History

 

World Scan Project, Inc., a Delaware corporation (“the Company”) was incorporated under the laws of the State of Delaware on October 25, 2019. 

On October 25, 2019, Ryohei Uetaki, our officer and director, paid for expenses involved with the incorporation of the Company with personal funds on behalf of the Company, in exchange for 10,000,000 shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of Series A Preferred stock, par value $0.0001 per share, which issuance was exempt from the registration provisions of Section 5 of the Securities Act under Section 4(2) of such same said act. The value of the stock provided to Mr. Uetaki, based on the par value of $.0001 per share of common stock and Series A Preferred Stock, is valued at $2,000. 

 

On October 25, 2019, Ryohei Uetaki was appointed as Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer.

 

On November 18, 2019, Yasumasa Ichikawa was appointed as Chief Technology Officer.

 

On January 25, 2020, the Company entered into and consummated a Share Contribution Agreement with Ryohei Uetaki. Pursuant to this agreement Mr. Uetaki gifted to the Company, at no cost, 300 shares of common stock of World Scan Project Corporation, a Japan corporation (“WSP Japan”), which represented all of its issued and outstanding shares. The Company has since gained a 100% interest in the issued and outstanding shares of WSP Japan’s common stock and WSP Japan is now a wholly owned subsidiary of the Company. The Company and WSP Japan were under common control at the time of the acquisition.

 

WSP Japan was incorporated under the laws of Japan on January 22, 2020. Currently, WSP Japan is headquartered in Tokyo, Japan. The Company’s primary business is focused on developing and manufacturing of autonomous aerial vehicles including drones.

 

On February 19, 2020, Ryohei Uetaki gifted 7,000,000 shares of our Common Stock and 10,000,000 shares of our Series A Preferred Stock, which represented all of our issued and outstanding shares of Preferred Stock at the time, to SKYPR LLC, a Delaware Limited Liability Company (referred to herein as “SKYPR LLC”). Our CEO Ryohei Uetaki owns and controls 100% of the membership interests in SKYPR LLC.

0

In September, 2020, the Company entered into subscription agreements with 41 shareholders. Pursuant to these agreements, the Company issued 647,350 shares of common stock in total to these shareholders and received $323,675 as aggregate consideration. At the time of purchase the price paid per share by each shareholder was the equivalent of about 0.50 USD.

 

These shares were sold pursuant to the Company’s effective S-1 Registration Statement deemed effective on August 28, 2020 at 4pm EST.

 

We operate through our wholly owned subsidiary, World Scan Project Corporation, a Japanese Company. The Company is an industrial automation equipment manufacturer, designing/developing robots, drones, Web3 infrastructure, IoT equipment and other related products.

 

Our principal executive offices are located at 2-18-23, Nishiwaseda, Shinjuku-Ku, Tokyo, 169-0051, Japan.

 

Liquidity and Capital Resources 

 

As of January 31,April 30, 2023 we had cash and cash balance in the amount of $1,550,553.$2,381,921. Currently, our cash balance is sufficient to fund our operations without the need for additional funding.

 

Revenues

 

We recorded revenues of $7,737,164$23,261,095 for the threesix months ended January 31,April 30, 2023. We recorded revenues of $4,930,028$13,196,434 for the three sixmonths ended January 31,April 30, 2022.

 

Net Income

 

We recorded net income of $2,022,241$7,148,756 for the threesix months ended January 31,April 30, 2023. We recorded a net income of $938,541$3,085,822 for the threesix months ended January 31,April 30, 2022.

 

Cash flow

 

For the threesix months ended January 31,April 30, 2023, we had negative cash flows used in operations in the amount of $4,872,778.$4,071,264. The decrease in operating cash flow is attributed to prepaid manufacturing services during this this period. For the threesix months ended January 31,April 30, 2023, we had no cash flows from investing activities.activities of. For the threesix months ended January 31,April 30, 2023, we had no cash flows from financing activities.

 

Going Concern

 

The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.

 

The Company demonstrates some positive trends, compared with the previous fiscal years, in our financial statements as in below:

 

As of January 31,April 30, 2023, the Company recorded cash and cash equivalents of $1,550,553, a decrease$2,381,921, an increase of $397,697$468,434 as compared to $1,948,250$1,913,487 in the prior year period ended January 31,April 30, 2022. For the period ended, the Company’s major sources of liquidity is derived from crypto miner sales. The main cause of the decrease in cash from October 31, 2022 to January 31, 2023 is due to the working capital, which is an increase in Advance payments and prepaid expenses by $6M. The balance mainly consists of advance payments for crypto miner procurements. As stated in the consolidated financial statements for the period ended on January 31,April 30, 2023, the Company recorded a net income of $2,022,241$7,148,756 (+115%132% y-o-y) and used 4,872,778 (777%$4,071,264 (2,225% y-o-y) in cash flows from operating activities. As a result, the Company’s working capital has grown to approximately $12.8$17.7 million compared to October 31, 2022 working capital of approximately $9.7 million.million, an 83% increase .

 

Having reviewed the above, the Company realizes that whether we shall be able to continue demonstrating the positive trends demonstrated in our financial statements lies in our ability to continue to generate revenue and increase revenue going forward. Principally, the Company's consolidated financial statements are based on going concern assumptions, which assume the realization of assets and offset of liabilities in the normal course of business. Based on this, the Company also recognizes that it is critical for us to continue to operate and/or perform our obligation(s) in the future and procure any required funds needed to meet the redemption of its debt during normal business operations.

 

Management has evaluated the estimated impact of COVID-19, which has become a significant factor impacting operations of businesses globally, one of which we believe we will need to continue to monitor as to the potential effects it may have on our own business.

 

The Company assessed the impact of COVID-19 and believes there to be minimal impact of COVID-19 on the Company’s dronecrypto miner sales, which is currently the Company’s primary source of revenue. The Company will need to continue to monitor COVID-19 and the effects it may have, socially and economically, as it is possible that such developments may in fact impact our operations going forward or more specifically, our sales results. At this time, the Company believes that it will not affect our assumptions as a going concern.

 

Based on the Company’s evaluation based onand considering the positive financial trends it has experienced year over year, e.g. the increase in net income and increase in working capital, management believes that it has completely mitigated the circumstances that led to a doubt with respect to the Company’s ability to continue as a going concern, i.e. dependency on a single major customer, which existed at the time of the filing of the Company’s prior year report. 

  

The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.

 

ITEM 3QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.

 

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ITEM 4CONTROLS AND PROCEDURES

 

Management’s Report on Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and our chief financial officer (who is acting as our principal executive officer, principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.

 

As of January 31,April 30, 2023, we carried out an evaluation, under the supervision of our chief executive officer, with the participation of our chief financial officer, of the effectiveness of the design and the operation of our disclosure controls and procedures. The officers concluded that the disclosure controls and procedures were not effective as of the end of the period covered by this report due to material weaknesses identified below. 

 

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: domination of management by a single individual without adequate compensating controls, lack of a majority of outside directors on board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; inadequate segregation of duties consistent with control objectives, and lack of an audit committee. These material weaknesses were identified by our Chief Executive Officer, who also serves as our Chief Financial Officer, in connection with the above evaluation.

 

Inherent limitations on effectiveness of controls

 

Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal controls over financial reporting that have occurred for the fiscal quarter ended January 31,April 30, 2023, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

 

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PART II-OTHER INFORMATION

 

ITEM 1LEGAL PROCEEDINGS

 

There are no legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it.

 

ITEM 1ARISK FACTORS

 

As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.

 

ITEM 2UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

On October 25, 2019 the Company issued 10,000,000 shares of restricted Common Stock to Ryohei Uetaki for services rendered to the Company. Additionally, on the same day, it issued 10,000,000 shares of its restricted Series A Preferred Stock to Ryohei Uetaki, also for services rendered. The aforementioned shares of common and preferred stock were all issued at par value, $0.0001, having a total value of $2,000. No monies were exchanged per the issuances and the shares were all exempt from the registration provisions of Section 5 of the Securities Act under Section 4(2) of such same said act.

 

On February 19, 2020, Ryohei Uetaki gifted 7,000,000 shares of our Common Stock and 10,000,000 shares of our Series A Preferred Stock, which represented all of our issued and outstanding shares of Preferred Stock at the time, to SKYPR LLC, a Delaware Limited Liability Company (referred to herein as “SKYPR LLC”). Our CEO Ryohei Uetaki owns and controls 100% of the membership interests in SKYPR LLC. 

 

Uses of Proceeds from Registered Securities

 

In September, 2020, the Company entered into subscription agreements with 41 shareholders. Pursuant to these agreements, the Company issued 647,350 shares of common stock in total to these shareholders and received $323,675 as aggregate consideration. At the time of purchase, the price paid per share by each shareholder was the equivalent of about 0.50 USD.

 

These shares were sold pursuant to the Company’s effective S-1 Registration Statement deemed effective on August 28, 2020 at 4pm EST.

 

These funds are planned to be used for R&D, marketing and working capital.

 

ITEM 3DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5OTHER INFORMATION

 

None.

 

ITEM 6EXHIBITS

 

Exhibit No.

 

Description

3.1 Certificate of Incorporation (1)
   
3.2 By-laws (1)
   
31 Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s report on Form 10-Q for the period ended January 31, 2023April 30, 2023. (2)
  
32 Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (2)
   
101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
   
101.SCH Inline XBRL Taxonomy Extension Schema Document.
   
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
   
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.
   
101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document.
   
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
   
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

(1)Filed as an exhibit to the Company's Registration Statement on Form S-1, as filed with the SEC on August 26, 2020, and incorporated herein by this reference.
(2)Filed herewith.

 

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

 

World Scan Project, Inc.

(Registrant)

 

By: /s/ Ryohei Uetaki 

Name: Ryohei Uetaki

Chief Executive Officer and Chief Financial Officer

Dated: MarchJune 8, 2023 

 

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