UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
| ý | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended July 31, 2010
| ¨ | 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: 000-52362
Worldwide Strategies Incorporated
(Exact name of registrant as specified in its charter)
| Nevada | 41-0946897 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| | |
| 3801 East Florida Avenue, Suite 400, Denver, Colorado | 80210 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (303) 991-5887
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 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 ý
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 ý
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 ý 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨ (Not Applicable)
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting 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 o | Accelerated filer o |
Non-accelerated filer o | Smaller reporting company ý |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ý No ¨
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $2,484,373 on January 29, 2010
Indicate the number of shares outstanding of each of the registrant’s classes of common equity, as of the latest practicable date: 12,496,234 on October 28, 2010
FORWARD-LOOKING STATEMENTS
This annual report on Form 10-K contains “forward-looking statements.” All statements other than statements of historical facts included or incorporated by reference in this report, including, without limitation, statements regarding our future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “project,” “estimate,” “anticipate,” “believe,” or “continue” or the negative thereof or variations thereon or similar terminology. In asses sing forward-looking statements contained in this report, readers are urged to read carefully all cautionary statements, including those contained in other sections of this report. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot give any assurance that such expectations will prove to be correct. Important factors that could cause actual results to differ materially from our expectations (“Cautionary Statements”) include, but are not limited to:
| · | our ability to generate sufficient capital to complete planned acquisitions; |
| · | our ability to successfully operate our business upon completion of any or all planned acquisitions; |
| · | the lack of liquidity of our common stock; |
| · | our ability to find and retain skilled personnel; |
| · | availability of capital; |
| · | the strength and financial resources of our competitors; |
| · | general economic conditions; and |
| · | the securities or capital markets and other factors disclosed under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this report. |
All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements. We assume no duty to update or revise our forward-looking statements based on changes in internal estimates or expectations or otherwise.
WORLDWIDE STRATEGIES INCORPORATED
FORM 10-K
FOR THE FISCAL YEAR ENDED
JULY 31, 2010
INDEX
| | | Page |
| PART I |
| Item 1. | Business | 4 |
| Item 1A. | Risk Factors | 5 |
| Item 1B. | Unresolved Staff Comments | 6 |
| Item 2. | Properties | 6 |
| Item 3. | Legal Proceedings | 7 |
| Item 4. | (Removed and Reserved) | 7 |
| | | |
| PART II |
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 7 |
| Item 6. | Selected Financial Data | 8 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 8 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 11 |
| Item 8. | Financial Statements and Supplementary Data | 11 |
| Item 9. | Changes In and Disagreements With Accountants on Accounting and Financial Disclosure | 35 |
| Item 9A. | Controls and Procedures | 35 |
| Item 9B. | Other Information | 36 |
| | | |
| PART III |
| Item 10. | Directors, Executive Officers and Corporate Governance | 36 |
| Item 11. | Executive Compensation | 40 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 42 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 44 |
| Item 14. | Principal Accounting Fees and Services | 45 |
| | | |
| PART IV |
| Item 15. | Exhibits, Financial Statement Schedules | 45 |
PART I
ITEM 1.BUSINESS
Business Development
Worldwide Strategies Incorporated (“we”, “us”, or “our”) was originally incorporated in the State of Nevada on April 6, 1998 as Boyd Energy Corporation for the purpose of developing a mechanical lifting device that would enhance existing stripper well production. We were unable to raise sufficient capital to carry out this business and focused instead on leasing properties and exploring for oil and gas. We changed our name to Barnett Energy Corporation on July 17, 2001.
On July 8, 2005, pursuant to a Share Exchange Agreement with Worldwide Business Solutions Incorporated, a Colorado corporation (“WBSI”), we acquired all of the issued and outstanding capital stock of WBSI, in exchange for 2,573,335 shares of our common stock. As a result of this share exchange, shareholders of WBSI as a group owned approximately 76.8% of the shares then outstanding, and WBSI became our wholly-owned subsidiary. We changed our name to Worldwide Strategies Incorporated as of June 14, 2005.
For accounting purposes, the acquisition of WBSI was accounted for as a recapitalization of WBSI. Since we had only minimal assets and no operations, the recapitalization has been accounted for as the sale of 778,539 shares of WBSI common stock for our net liabilities at the time of the transaction. Therefore, the historical financial information prior to the date of the recapitalization is the financial information of WBSI. WBSI was incorporated on March 1, 2005 to provide Business Process Outsourcing services.
WBSI incorporated a subsidiary, Worldwide Business Solutions Limited, in the United Kingdom under the Companies Acts 1985 and 1989, on May 31, 2005. This U.K. subsidiary was formed for the purpose of supporting sales and marketing efforts in English-speaking countries. While the subsidiary has a temporary office and bank accounts established, it does not yet have any employees.
On July 31, 2007, we acquired 100% of the issued and outstanding shares of Centric Rx, Inc., a Nevada corporation (“Centric”) in exchange for 2,250,000 post-reverse-split shares of our common stock. We filed Articles of Exchange Pursuant to NRS 92A.200 effective July 31, 2007.
Effective July 31, 2007, we filed a Certificate of Change Pursuant to NRS 78.209, which decreased the number of our authorized shares of common stock from 100,000,000 to 33,333,333 and reduced the number of common shares issued and outstanding immediately prior to filing from 17,768,607 to 5,923,106.
Our Business Plans
We originally intended to offer call center services, such as technical support, language interpreting, debt collections, and help desk solutions. Then, with the acquisition of Centric, we planned to enter the business of distributing health services and prescription drug discount cards. As of the date hereof, our only plan is to search for merger or acquisition opportunities. We are attempting to market the Company as a “shell company” as we believe that its status as a reporting company whose stock is quoted on the OTC Bulletin Board has value. We cannot assure you that we will be successful in this effort.
NewMarket Technology, Inc.
On February 14, 2008, we entered into a letter of intent with NewMarket Technology, Inc. (“NMKT”), it which it was proposed that NMKT would acquire a 51% interest in our Company in exchange for (i) the assumption of all of our outstanding debts and (ii) the payment of $100,000. NMKT’s ownership interest would be protected from dilution for three years. Through July 31, 2010, NMKT had paid us $77,240 of its $100,000 deposit obligation pursuant to the letter of intent. The deposit has been accounted for as a capital contribution because we were not obligated to pay back the deposit. We terminated any further negotiations with NMKT on June 30, 2010, as no significant progress had been made since entering into the letter of intent in February 2008.
Employees
As of October 22, 2010, we employed a total of 2 persons, both of which were full-time. None of our employees is covered by a collective bargaining agreement.
ITEM 1A.RISK FACTORS
Risks Relating To Our Business and Marketplace
We must obtain financing to continue operations. We must engage in debt and/or equity financing in order to continue operations. We do not know the terms on which any financing might be available or if such financing is available on any terms. Such terms may be detrimental to the interests of our existing shareholders. The value of an investment in our common stock could be reduced. Interest on debt securities could increase costs and negatively impacts operating results. Preferred stock could be issued in series from time to time with such designations, rights, preferences, and limitations as needed to raise capital. The terms of preferred stock could be more advantageous to those inves tors than to the holders of common stock. In addition, if we need to raise more equity capital from the sale of common stock, institutional or other investors may negotiate terms at least as, and possibly more, favorable than the terms given to our current investors. Shares of common stock that we sell could be sold into the market, which could adversely affect market price.
We are seeking other merger and acquisition opportunities. We may not be able to successfully acquire or merge with another business. Any acquisition or merger that we undertake will require an unspecified amount of additional capital expenditure in the form of planning, due diligence, legal, and accounting fees. We have no substantial experience in completing acquisitions of or mergers with other businesses, and we may be unable to successfully complete such a transaction. Any acquisition or merger we undertake may result in a potentially dilutive issuance of equity securities, the issuance of debt and incurrence of expenses related to the transaction.
We have limited operating history and we cannot assure you that we will succeed or be profitable. From March 1, 2005 (inception) through July 31, 2010, we generated revenues of only $34,518. We are in the development stage, as that term is defined by certain financial accounting standards. This means that as of July 31, 2010, our planned principal operations had not commenced, as we had devoted substantially all of our efforts to financial planning, raising capital, and developing markets. We cannot assure you that we will be successful or profitable.
We do not have sufficient working capital to pay our debts or our costs of continuing operations. We do not currently have sufficient working capital to pay our debts as they become due or our costs of operating our business. We are dependent upon additional debt or equity financing to pay our debts and the costs of operation. If we are unsuccessful in raising additional funds, we may not be able to begin our planned operations or continue as a going concern, and we may have to either liquidate our company or file for bankruptcy protection from our creditors.
We have significant financial obligations pursuant to employment agreements that we may not be able to pay. In addition to our debt obligations, we have employment agreements that place significant monthly salary obligations on us. Once we have raised sufficient capital to begin operation and begin paying our employees pursuant to the employment agreements, we may not be able to pay or otherwise satisfy the obligations under the employment agreements. If we cannot pay the obligations under the employment agreements, we may lose our employees.
Risks Factors Relating To Our Common Stock
Future equity transactions, including exercise of options or warrants, could result in dilution. In order to raise sufficient capital to implement our planned operations, from time to time, we intend to sell restricted stock, warrants, and convertible debt to investors in private placements. Because the stock will be restricted, the stock will likely be sold at a greater discount to market prices compared to a public stock offering, and the exercise price of the warrants is likely to be at or even lower than market prices. These transactions will cause dilution to existing stockholders. Also, from time to time, options will be issued to officers, directors, or employees, with exercise
prices equal to market. Exercise of in-the-money options and warrants will result in dilution to existing stockholders. The amount of dilution will depend on the spread between the market and exercise price, and the number of shares involved. In addition, such shares would increase the number of shares in the “public float” and could depress the market price for our common stock.
Our common stock is subject to SEC “Penny Stock” rules. Since our common stock is a penny stock, as defined in Rule 3a51-1 under the Securities Exchange Act, it will be more difficult for investors to liquidate their investment of our common stock. Until the trading price of the common stock rises above $5.00 per share, if ever, trading in the common stock is subject to the penny stock rules of the Securities Exchange Act specified in rules 15g-1 through 15g-10. Those rules require broker-dealers, before effecting transactions in any penny stock, to:
| l | Deliver to the customer, and obtain a written receipt for, a disclosure document; |
| l | Disclose certain price information about the stock; |
| l | Disclose the amount of compensation received by the broker-dealer or any associated person of the broker-dealer; |
| l | Send monthly statements to customers with market and price information about the penny stock; and |
| l | In some circumstances, approve the purchaser’s account under certain standards and deliver written statements to the customer with information specified in the rules. |
Consequently, the penny stock rules may restrict the ability or willingness of broker-dealers to sell the common stock and may affect the ability of holders to sell their common stock in the secondary market and the price at which such holders can sell any such securities. These additional procedures could also limit our ability to raise additional capital in the future.
Since our shares are traded on the Over-the-Counter Bulletin Board, trading volumes and prices may be sporadic because it is not an exchange. Our common shares are currently trading on the OTC Bulletin Board. The trading price of our common shares has been subject to wide fluctuations. Trading prices of our common shares may fluctuate in response to a number of factors, many of which will be beyond our control. The stock market has generally experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies with limited business operations. There can be no assurance that trading prices and price earnings ratios previously experienced by our common shares will be matched or maintained. Broad market and industry factors may adversely affect the market price of our common shares, regardless of our operating performance.
In the past, following periods of volatility in the market price of a company’s securities, securities class-action litigation has often been instituted. Such litigation, if instituted, could result in substantial costs for us and a diversion of management’s attention and resources.
We are subject to SEC regulations and changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002, new SEC regulations and other trading market rules, are creating uncertainty for public companies. We are committed to maintaining high standards of corporate governance and public disclosure. As a result, we intend to invest appropriate resources to comply with evolving standards, and this investment may result in increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.
ITEM 1B.UNRESOLVED STAFF COMMENTS
Not required for smaller reporting companies.
ITEM 2.PROPERTIES
Our principal offices are located at 3801 East Florida Avenue, Suite 400, Denver, Colorado. We lease these offices pursuant to a month-to-month lease. The base rent on the lease is $150 per month.
Our legal address for our U.K. subsidiary is that of the accountant and financial firm Wilkins Kennedy, 77-79 High Street, Egham, Surrey TW20 9HY, UK.
ITEM 3.LEGAL PROCEEDINGS
There are no legal proceedings pending against us. To the best of our knowledge, there are no legal proceedings threatened or contemplated against us.
ITEM 4.(REMOVED AND RESERVED)
PART II
| ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
Market Information
Our common stock is currently quoted in the OTC Bulletin Board (“OTCBB”) under the symbol “WWSG.” It previously traded under the symbol of “WWSI” on the OTCBB. The following table sets forth the range of high and low bid quotations for each fiscal quarter for the last two completed fiscal years and have been adjusted to reflect the effects of reverse stock splits. These quotations reflect inter-dealer prices without retail mark-up, mark-down, or commissions and may not necessarily represent actual transactions.
| Fiscal Quarter Ending | High Bid | Low Bid |
| October 31, 2008 | $0.22 | $0.06 |
| January 31, 2009 | $0.08 | $0.02 |
| April 30, 2009 | $0.05 | $0.01 |
| July 31, 2009 | $0.05 | $0.05 |
| October 31, 2009 | $0.35 | $0.05 |
| January 31, 2010 | $0.30 | $0.01 |
| April 30, 2010 | $0.45 | $0.01 |
| July 31, 2010 | $0.35 | $0.05 |
On October 14, 2010, the last trading price for the common stock on the OTCBB was $0.06.
Holders and Dividends
As of September 13, 2010, there were 313 record holders of our common stock. Since our inception, no cash dividends have been declared on our common stock.
Recent Sales of Unregistered Securities
During the quarter ended July 31, 2010, we issued and sold unregistered securities set forth in the table below.
| Persons or Class of Persons | Securities | Consideration |
| May 2010 | 5 directors and 2 officers | 52,500 shares of Series A Convertible Preferred Stock, convertible without consideration into 328,125 common shares | Services valued at 26,250 |
| May 2010 | 1 consultant | 15,000 shares of Series A Convertible Preferred Stock, convertible without consideration into 93,750 common shares | Services valued at $7,500 |
| May 2010 | 1 shareholder | 3,200 shares of Series A Convertible Preferred Stock, convertible without consideration into 20,000 common shares | Cash of $1,600 |
No underwriters were used in the above stock transactions. We relied upon the exemption from registration contained in Section 4(2) and/or Rule 506 as to all of the transactions, as the investors were either deemed to be sophisticated with respect to the investment in the securities due to their financial condition and involvement in our business or were accredited investors. Restrictive legends were placed on the certificates evidencing the securities issued in all of the above transactions.
| ITEM 6. | SELECTED FINANCIAL DATA |
Not required for smaller reporting companies.
| ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The following discussion and analysis of our financial condition and plan of operation should be read in conjunction with our Consolidated Financial Statements and related notes appearing elsewhere in this report.
Overview
On July 8, 2005, pursuant to a Share Exchange Agreement with Worldwide Business Solutions Incorporated, a Colorado corporation (“WBSI”), we acquired all of the issued and outstanding capital stock of WBSI, in exchange for 2,573,335 shares of our common stock. As a result of this share exchange, shareholders of WBSI as a group owned approximately 76.8% of the shares then outstanding, and WBSI became our wholly-owned subsidiary.
For accounting purposes, the acquisition of WBSI has been accounted for as a recapitalization of WBSI. Since we had only minimal assets and no operations, the recapitalization has been accounted for as the sale of 778,539 shares of WBSI common stock for our net liabilities at the time of the transaction. Therefore, the historical financial information prior to the date of the recapitalization is the financial information of WBSI.
Effective July 31, 2007, we filed a Certificate of Change Pursuant to NRS 78.209, which decreased the number of our authorized shares of common stock from 100,000,000 to 33,333,333 and reduced the number of common shares issued and outstanding from 17,768,607 to 5,923,106. All shares and per share amounts in our consolidated financial statements and related notes have been retroactively adjusted to reflect the one-for-three reverse stock split for all periods presented.
On July 31, 2007, we acquired 100% of the issued and outstanding shares of Centric in exchange for 2,250,000 shares of our common stock. As a result of the acquisition, Centric became our wholly-owned subsidiary and the results of its operations have been included in our consolidated financial statements since the date of acquisition.
We currently devote substantially all of our efforts to financial planning, raising capital and developing markets as we continue to be in the development stage.
Results of Operations
During the years ended July 31, 2010 and 2009, we had no revenue.
Salaries, benefits and payroll taxes totaled $107,500 and $88,210 for the years ended July 31, 2010 and 2009, respectively.
We incurred non-cash stock-based compensation expense of $26,250 and $184,750 during the years ended July 31, 2010 and 2009, respectively, as a result of issuing shares to our employees, directors and consultants for services in 2010 and stock options in 2009.
Professional and consulting fees were $73,096 and $60,750 for the years ended July 31, 2010 and 2009, respectively.
Travel expenses totaled $18,957 and $9,572 for the years ended July 31, 2010 and 2009, respectively.
Contract labor was $75,000 and $56,250 for the years ended July 31, 2010 and 2009, respectively.
Insurance expenses totaled $22,145 and $30,683 for the years ended July 31, 2010 and 2009, respectively.
For the years ended July 31, 2010 and 2009, we incurred other general and administrative expenses of $11,293 and $10,548, respectively.
Interest expense was $4,778 and $21,834 for the years ended July 31, 2010 and 2009, respectively. Interest for the 2010 period was significantly lower than for the 2009 period, as we converted promissory notes and related interest totaling $681,321 into shares of Series A convertible preferred stock during the 2009 fiscal year.
March 1, 2005 to July 31, 2010. For the period from March 1, 2005 to July 31, 2010, we were engaged primarily in raising capital to implement our business plan. Accordingly, we incurred expenses for professional and consulting fees, salaries and payroll taxes, travel, and contract labor, resulting in a net loss of $6,858,944 for the period.
Liquidity and Capital Resources
Since our inception through July 31, 2010, we have relied on the sale of equity capital and debt instruments to fund working capital and the costs of developing our business plan. Net cash provided by financing activities of $1,930,508 offset the $2,113,105 used in operating activities and $123,606 used in investing activities. For the year ended July 31, 2010, $123,840 provided by financing activities offset $103,776 used in operating activities.
We had deficiency in working capital of $382,524 at July 31, 2010, primarily as a result of accrued salaries and outstanding notes classified as current liabilities as their maturity dates are within one year of the balance sheet date. Of our current liabilities totaling $414,315, accrued compensation is $228,125. The officers for whom compensation has been accrued have agreed that this compensation will be paid only if the Company successfully obtains sufficient financing to fund its plan of operation.
During the year ended July 31, 2010, we borrowed $120,000 and sold 3,200 shares of preferred stock for $1,600. We also received $2,240 from NMKT pursuant to its $100,000 deposit obligation under the letter of intent. Through July 31, 2010, NMKT had paid us $77,240 of its $100,000 deposit obligation pursuant to the letter of intent. The deposit was accounted for as a capital contribution because we were not obligated to pay back the deposit. We terminated any further negotiations with NMKT on June 30, 2010, as no significant progress had been made since entering into the letter of intent in February 2008.
During the year ended July 31, 2010, we issued convertible promissory notes to unrelated third parties totaling $120,000. During the year, one of the notes in the principal amount of $20,000 was converted into 42,400 shares of preferred stock, including $1,200 of accrued interest.
Going Concern
The report of our independent registered public accounting firm on the financial statements for the year ended July 31, 2010, includes an explanatory paragraph relating to the uncertainty of our ability to continue as a going concern. We have incurred recurring losses, incurred liabilities in excess of assets over the past year, and have an accumulated deficit of $6,858,944. Based upon current operating levels, we will be required to obtain additional capital or reconfigure our operations in order to sustain our operations through July 31, 2011.
Contractual Obligations
We lease office space on a month-to-month basis at a rate of $150 per month. We have no other contractual commitments.
Plan of Operations
As of the date hereof, we do not have any plans for business operations, merger or acquisition.
We must raise additional capital to support our ongoing existence while we search for other merger opportunities. We cannot assure you that we will be able to complete additional financings successfully.
Significant Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to the valuation of accounts receivable and inventories, the impairment of long-lived assets, any potential losses from pending litigation and deferred tax assets or liabilities. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions; however, we believe that our estimates, including those for the above-described items, are reasonable.
Development Stage. We are in the development stage in accordance with Statements of Financial Accounting Standards (SFAS) No. 7 “Accounting and Reporting by Development Stage Enterprises”. As of July 31, 2010, we had devoted substantially all of our efforts to financial planning, raising capital and developing markets.
Stock-based Compensation. Effective February 1, 2006, the Company adopted SFAS No. 123R, “Share Based Payment”. SFAS No. 123R requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). In prior years, employee stock-based compensation awards were measured based on the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”), and complied with the disclosure provisions of SFAS No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”), and SFAS No. 148, “Accounting for Stock-Based Compensation-Transition and Disclosure”. Under APB 25, compensation expense of fixed stock options was based on the difference, if any, on the date of the grant between the deemed fair value of our stock and the exercise price of the option. Compensation expense was recognized on the date of grant or on the straight-line basis over the option-vesting period. We account for stock issued to non-employees in accordance with the provisions of SFAS No. 123 and EITF Issue No. 96-18, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services”. As a result of the change in accounting policy, we recorded $26,250, $184,750 , and $3,401,203 as stock-based compensation on the stock options granted during the years ended July 31, 2010, July 31, 2009 and for the period from March 1, 2005 (inception) through July 31, 2010.
Loss per common share. We report net loss per share using a dual presentation of basic and diluted loss per share. Diluted net loss per share utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents. As of July 31, 2010, after recognition of the one-for-three reverse stock split, there were 6,391,356 and 2,043,333 vested common stock options and warrants outstanding, respectively, which were excluded from the calculation of net loss per share-diluted because they were antidilutive.
New accounting pronouncements
Note 1 to the consolidated financial statements includes a complete description of new accounting pronouncements applicable to our Company.
Off Balance Sheet Arrangements
We do not have any material 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.
| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Not applicable.
ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
WORLDWIDE STRATEGIES INCORPORATED
(A Development Stage Company)
Index to Consolidated Financial Statements
| | | Page |
| | | |
| Report of Independent Registered Public Accounting Firm | 12 |
| | | |
| Consolidated Balance Sheet | 13 |
| | | |
| Consolidated Statements of Operations | 14 |
| | | |
| Consolidated Statements of Changes in Shareholders’ Deficit | 15 |
| | | |
| Consolidated Statements of Cash Flows | 17 |
| | | |
| Notes to Consolidated Financial Statements | 18 |
Hamilton PC
2223 S. Olive St.
Denver, CO 80224
P: (303) 548-8072
F: (888) 466-4216
cpaeah@msn.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
Worldwide Strategies Incorporated
We have audited the accompanying balance sheets of Worldwide Strategies Incorporated., as of July 31, 2010 and 2009, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years in the period ended July 31, 2010 and 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Worldwide Strategies Incorporated. as of July 31, 2010 and 2009, and the results of its operations and its cash flows for the years in the period ended July 31, 2010 and 2009, in conformity with U.S. generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that Worldwide Strategies Incorporated will continue as a going concern. As discussed in Note 1 to the financial statements, Worldwide Strategies Incorporated suffered recurring losses from operations which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Hamilton, PC
/s/ Hamilton, PC
Denver, Colorado
October 25, 2010
WORLDWIDE STRATEGIES INCORPORATED
(A Development Stage Company)
Consolidated Balance Sheet
July 31, 2010
| Assets | | | |
| Current Assets: | | | |
| Cash | | $ | 20,237 | |
| Prepaid expenses | | | 11,554 | |
| | | | | |
| Total current assets | | | 31,791 | |
| | | | | |
| Office equipment, net of accumulated depreciation of $22,572(Note 1) | | | 51 | |
| Deposits | | | 150 | |
| | | | | |
| Total assets | | $ | 31,992 | |
| | | | | |
| | | | | |
| Liabilities and Shareholders’ Deficit | | | | |
| Current Liabilities: | | | | |
| Accounts and notes payable: | | | | |
| Accounts payable | | $ | 33,828 | |
| Accounts payable, related party(Note 2) | | | 4,269 | |
| Accrued compensation(Note 3) | | | 228,125 | |
| Accrued liabilities (Note 5) | | | 3,047 | |
| Accrued liabilities, related party (Note 4) | | | 34,523 | |
| Notes payable (Note 4) | | | 110,523 | |
| | | | | |
| Total current liabilities | | | 414,315 | |
| | | | | |
| Shareholders’ deficit (Note 4 and 5): | | | | |
| Preferred stock, $.001 par value; 25,000,000 shares authorized, | | | | |
| 1,491,743 shares issued and outstanding | | | 1,492 | |
| Common stock, $.001 parvalue, 33,333,333 shares authorized | | | | |
| 12,496,234 shares issued and outstanding | | | 12,497 | |
| Additional paid-in capital | | | 6,462,632 | |
| Deficit accumulated during development stage | | | (6,858,944 | ) |
| | | | | |
| Total shareholders’ deficit | | | (382,323 | ) |
| | | | | |
| Total liabilities and shareholders' deficit | | $ | 31,992 | |
See accompanying notes to the consolidated financial statements.
WORLDWIDE STRATEGIES INCORPORATED
(A Development Stage Company)
Consolidated Statements of Operations
| | | | | | March 1, 2005 | |
| | | | | | (Inception) | |
| | | For the Year Ended | | | Through | |
| | | July 31, | | | July 31, | |
| | | 2010 | | | 2009 | | | 2010 | |
| | | | | | | | | | |
| Sales | | $ | — | | | $ | — | | | $ | 34,518 | |
| Cost of sales | | | — | | | | — | | | | 30,568 | |
| | | | | | | | | | | | | |
| | | | — | | | | — | | | | 3,950 | |
| | | | | | | | | | | | | |
| Operating expenses: | | | | | | | | | | | | |
| Salaries, benefits and payroll taxes | | | 107,500 | | | | 88,210 | | | | 1,000,875 | |
| Stock based compensation (Note 6) | | | 26,250 | | | | 184,750 | | | | 3,401,203 | |
| Professional and consulting fees | | | 73,096 | | | | 60,750 | | | | 847,825 | |
| Travel | | | 18,957 | | | | 9,572 | | | | 247,372 | |
| Contract labor | | | 75,000 | | | | 56,250 | | | | 483,000 | |
| Insurance | | | 22,145 | | | | 30,683 | | | | 242,306 | |
| Depreciation | | | 619 | | | | 1,859 | | | | 140,227 | |
| Loss on failed acquisition | | | — | | | | — | | | | 181,016 | |
| Other general and administrative expenses | | | 11,293 | | | | 10,548 | | | | 206,788 | |
| | | | | | | | | | | | | |
| Total operating expenses | | | 334,860 | | | | 442,622 | | | | 6,750,612 | |
| Loss from operations | | | (334,860 | ) | | | (442,622 | ) | | | (6,746,662 | ) |
| | | | | | | | | | | | | |
| Other expense: | | | | | | | | | | | | |
| Interest expense | | | (4,778 | ) | | | (21,834 | ) | | | (112,282 | ) |
| | | | | | | | | | | | | |
| Loss before income taxes | | | (339,638 | ) | | | (464,456 | ) | | | (6,858,944 | ) |
| | | | | | | | | | | | | |
| Income tax provision (Note 7) | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | |
| Net loss | | $ | (339,638 | ) | | $ | (464,456 | ) | | $ | (6,858,944 | ) |
| | | | | | | | | | | | | |
| Basic and diluted loss per share | | $ | (0.016 | ) | | $ | (0.036 | ) | | | | |
| | | | | | | | | | | | | |
| Basic and diluted weighted average | | | | | | | | | | | | |
| common shares outstanding | | | 21,093,731 | | | | 12,999,433 | | | | | |
See accompanying notes to the consolidated financial statements.
WORLDWIDE STRATEGIES INCORPORATED
(A Development Stage Company)
Consolidated Statements of Changes in Shareholders’ Deficit
| | | | | | | | | | | | | | | | | | | | | | | | Deficit | | | | | |
| | | | | | | | | | | | | | | | | | | | Additional | | | | Accumulated | | | | | |
| | | | Preferred Stock | | | Common Stock | | | Paid-In | | | | During | | | | | |
| | | | Shares | | | | Par Value | | | | Shares | | | | Par Value | | | | Capital | | | | Development Stage | | | | Total | |
| Balance at March 1, 2005 (inception) | | | — | | | $ | — | | | | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| March 1, 2005, sale of common stock to founders' (Note 6) | | | — | | | | — | | | | 1,733,402 | | | | 1,733 | | | | 3,467 | | | | — | | | | 5,200 | |
| April through June 2005, sale of common stock in private offering at $.75 per share, net of $65,089 of offering costs (Note 6) | | | — | | | | — | | | | 840,033 | | | | 840 | | | | 564,071 | | | | — | | | | 559,911 | |
| July 2005, stock issued in recapitalization with Barnett Energy Corp. (Note 1) | | | — | | | | — | | | | 778,539 | | | | 779 | | | | (828 | ) | | | — | | | | (49 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| July 8, 2005, following recapitalization | | | — | | | | — | | | | 3,351,974 | | | | 3,352 | | | | 566,710 | | | | — | | | | 565,062 | |
| July 2005, sale of common stock in private offering at $.75 per share, net of $25,000 of offering costs (Note 6) | | | — | | | | — | | | | 333,347 | | | | 333 | | | | 224,667 | | | | — | | | | 225,000 | |
| Net loss, March 1, 2005 (Inception) through July 31, 2005 | | | — | | | | — | | | | — | | | | — | | | | — | | | | (323,298 | ) | | | (323,298 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance at July 31, 2005 | | | — | | | | — | | | | 3,685,321 | | | | 3,685 | | | | 791,377 | | | | (323,298 | ) | | | 466,764 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| August 2005, collection of common stock subscriptions (Note 6) | | | | | | | | | | | — | | | | — | | | | — | | | | — | | | | 5,000 | |
| August 2005, sale of common stock in private offering at $.75 per share, net of $49,500 of offering costs (Note 6) | | | — | | | | — | | | | 660,026 | | | | 660 | | | | 444,840 | | | | — | | | | 445,500 | |
| July 2006, sale of common stock in private offering at $.15 per share, net of $9,500 of offering costs (Note 6) | | | — | | | | — | | | | 633,359 | | | | 634 | | | | 84,866 | | | | — | | | | 85,500 | |
| Stock options issued in exchange for accrued compensation and expenses (Note 6) | | | — | | | | — | | | | — | | | | — | | | | 2,498,113 | | | | — | | | | 2,498,113 | |
| Stock warrants issued in exchange for the Cascade Letter of Intent termination (Note 6) | | | — | | | | — | | | | — | | | | — | | | | 49,500 | | | | — | | | | 49,500 | |
| Net loss, for the year ended July 31, 2006 | | | — | | | | — | | | | — | | | | — | | | | — | | | | (3,659,020 | ) | | | (3,659,020 | ) |
| Balance at July 31, 2006 | | | — | | | | — | | | | 4,978,706 | | | | 4,979 | | | | 3,868,696 | | | | (3,982,318 | ) | | | (108,643 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| August 2006, sale of common stock in private offering at $.15 per share, net of $10,750 of offering costs (Note 6) | | | — | | | | — | | | | 750,030 | | | | 750 | | | | 100,999 | | | | — | | | | 101,749 | |
| Common stock issued in exchange for commission and interest (Note 6) | | | — | | | | — | | | | 73,531 | | | | 74 | | | | 17,651 | | | | — | | | | 17,725 | |
| Common stock issued in exchange for consulting fees (Note 6) | | | — | | | | — | | | | 120,839 | | | | 121 | | | | 27,879 | | | | — | | | | 28,000 | |
| Stock options vesting in period (Note 6) | | | — | | | | — | | | | — | | | | — | | | | 583,990 | | | | — | | | | 583,990 | |
| Common stock issued in exchange for all the outstanding stock of Centric Rx Inc (Note 8) | | | — | | | | — | | | | 2,250,000 | | | | 2,250 | | | | 39,423 | | | | — | | | | 41,673 | |
| Net loss, for the year ended July 31, 2007 | | | — | | | | — | | | | — | | | | — | | | | — | | | | (1,226,319 | ) | | | (1,226,319 | ) |
| Balance at July 31, 2007 | | | — | | | | — | | | | 8,173,106 | | | | 8,174 | | | | 4,638,638 | | | | (5,208,637 | ) | | | (561,825 | ) |
See accompanying notes to the consolidated financial statements.
WORLDWIDE STRATEGIES INCORPORATED
(A Development Stage Company)
Consolidated Statements of Changes in Shareholders’ Deficit
| | | | | | | | | | | | | | | | | | | | | | | | Deficit | | | | | |
| | | | | | | | | | | | | | | | | | | | Additional | | | | Accumulated | | | | | |
| | | | Preferred Stock | | | Common Stock | | | Paid-In | | | | During | | | | | |
| | | | Shares | | | | Par Value | | | | Shares | | | | Par Value | | | | Capital | | | | Development Stage | | | | Total | |
| August 2007, common stock issued at $.15 to pay promissory note( Note 6) | | | — | | | | — | | | | 500,000 | | | | 500 | | | | 74,500 | | | | — | | | | 75,000 | |
| Common stock issued in exchange for interest (Note 6) | | | — | | | | — | | | | 160,105 | | | | 160 | | | | 12,890 | | | | — | | | | 13,050 | |
| Common stock issued in exchange for unpaid effort (Note 6) | | | — | | | | — | | | | 450,000 | | | | 450 | | | | 19,800 | | | | — | | | | 20,250 | |
| Capital contribution (Note 6) | | | — | | | | — | | | | — | | | | — | | | | 50,000 | | | | — | | | | 50,000 | |
| Stock options vesting in period (Note 6) | | | — | | | | — | | | | — | | | | — | | | | 38,350 | | | | — | | | | 38,350 | |
| Expenses paid-capital contribution | | | — | | | | — | | | | — | | | | — | | | | 1,797 | | | | — | | | | 1,797 | |
| Net loss, for the year ended July 31, 2008 | | | — | | | | — | | | | — | | | | — | | | | | | | | (846,213 | ) | | | (846,213 | ) |
| Balance at July 31, 2008 | | | — | | | | — | | | | 9,283,211 | | | | 9,284 | | | | 4,835,975 | | | | (6,054,850 | ) | | | (1,209,591 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common stock issued in exchange for interest (Note 6) | | | — | | | | — | | | | 18,023 | | | | 18 | | | | 2,451 | | | | — | | | | 2,469 | |
| Deposit on proposed acquisition (Note 9) | | | — | | | | — | | | | — | | | | — | | | | 25,000 | | | | — | | | | 25,000 | |
| Expenses paid-capital contribution (Note 6) | | | — | | | | — | | | | — | | | | — | | | | 395 | | | | — | | | | 395 | |
| Common stock issued in exchange for unpaid effort (Note 6) | | | — | | | | — | | | | 2,925,000 | | | | 2,925 | | | | 176,825 | | | | — | | | | 179,750 | |
| Stock options vesting in period (Note 6) | | | — | | | | — | | | | — | | | | — | | | | 12,000 | | | | — | | | | 12,000 | |
| Preferred stock issued in exchange for convertible promissory notes (Notes 5 and 6) | | | 1,362,643 | | | | 1,363 | | | | — | | | | — | | | | 679,958 | | | | — | | | | 681,321 | |
| Preferred stock issued for cash | | | 16,000 | | | | 16 | | | | — | | | | — | | | | 7,984 | | | | — | | | | 8,000 | |
| Accrued salaries forgiven (Note 2) | | | — | | | | — | | | | — | | | | — | | | | 642,537 | | | | — | | | | 642,537 | |
| Net loss, for the year ended July 31, 2009 | | | — | | | | — | | | | — | | | | — | | | | — | | | | (464,456 | ) | | | (464,456 | ) |
| Balance at July 31, 2009 | | | 1,378,643 | | | | 1,379 | | | | 12,226,234 | | | | 12,227 | | | | 6,383,125 | | | | (6,519,306 | ) | | | (122,575 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common stock issued in exchange for consulting fees (Note 6) | | | | | | | | | | | 270,000 | | | | 270 | | | | 20,830 | | | | | | | | 21,100 | |
| Deposit on proposed acquisition (Note 9) | | | | | | | | | | | | | | | | | | | 2,240 | | | | | | | | 2,240 | |
| Preferred stock issued in exchange for convertible promissory notes (Notes 5 and 6) | | | 42,400 | | | | 42 | | | | | | | | | | | | 21,158 | | | | | | | | 21,200 | |
| Preferred stock issued for cash | | | 3,200 | | | | 3 | | | | | | | | | | | | 1,597 | | | | | | | | 1,600 | |
| Preferred stock issued in exchange for unpaid effort (Note 6) | | | 67,500 | | | | 68 | | | | | | | | | | | | 33,682 | | | | | | | | 33,750 | |
| Net loss, for the year ended July 31, 2010 | | | | | | | | | | | | | | | | | | | | | | | (339,638 | ) | | | (339,638 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance at July 31, 20010 | | | 1,491,743 | | | $ | 1,492 | | | | 12,496,234 | | | $ | 12,497 | | | $ | 6,462,632 | | | $ | (6,858,944 | ) | | $ | (382,323 | ) |
See accompanying notes to the consolidated financial statements.
WORLDWIDE STRATEGIES INCORPORATED
(A Development Stage Company)
Consolidated Statements of Cash Flows
| | | | | | | | | March 1, 2005 | |
| | | | | | | | | (Inception) | |
| | | For the Year Ended | | | Through | |
| | | July 31, | | | July 31, | |
| | | 2010 | | | 2009 | | | 2010 | |
| | | | | | | | | | |
| Cash flows from operating activities: | | | | | | | | | |
| Net loss | | $ | (339,638 | ) | | $ | (464,456 | ) | | $ | (6,858,944 | ) |
| Adjustments to reconcile net loss to net cash | | | | | | | | | | | | |
| used in operating activities: | | | | | | | | | | | | |
| Depreciation | | | 619 | | | | 1,859 | | | | 140,227 | |
| Loss on failed acquisition | | | — | | | | — | | | | 150,000 | |
| Stock based compensation (Notes 4 and 6) | | | 26,250 | | | | 184,750 | | | | 3,401,203 | |
| Consulting expense paid in common stock | | | 21,100 | | | | — | | | | 49,100 | |
| Consulting expense paid in preferred stock | | | 7,500 | | | | — | | | | 7,500 | |
| Expenses paid with capital contribution | | | — | | | | 91,245 | | | | 93,042 | |
| Interest expense paid in common stock(Note 6) | | | — | | | | 9,469 | | | | 33,744 | |
| Interest expense paid in preferred stock(Notes 5 and 6 ) | | | 1,200 | | | | 3,545 | | | | 4,745 | |
| Interest expense capitalized as principal | | | — | | | | 8,820 | | | | 54,033 | |
| Net liabilities acquired in Barnett recapitalization | | | — | | | | — | | | | 49 | |
| Changes in current assets and liabilities: | | | | | | | | | | | | |
| Receivables, prepaid expenses and other | | | | | | | | | | | | |
| current assets | | | 306 | | | | 23,141 | | | | (51,278 | ) |
| Accounts payable | | | (23,561 | ) | | | 9,805 | | | | 38,097 | |
| Accrued liabilities | | | 202,448 | | | | 63,247 | | | | 825,377 | |
| Net cash used in | | | | | | | | | | | | |
| operating activities | | | (103,776 | ) | | | (68,575 | ) | | | (2,113,105 | ) |
| | | | | | | | | | | | | |
| Cash flows from investing activities: | | | | | | | | | | | | |
| Cash acquired in Centric acquisition | | | — | | | | — | | | | 6 | |
| Purchases of equipment | | | — | | | | — | | | | (23,612 | ) |
| Deposit paid on Cascade acquisition | | | — | | | | — | | | | (100,000 | ) |
| Net cash used in | | | | | | | | | | | | |
| investing activities | | | — | | | | — | | | | (123,606 | ) |
| | | | | | | | | | | | | |
| Cash flows from financing activities: | | | | | | | | | | | | |
| Proceeds from sale of preferred stock(Note 6) | | | 1,600 | | | | 8,000 | | | | 9,600 | |
| Proceeds from sale of common stock | | | — | | | | — | | | | 1,587,706 | |
| Deposit on proposed acquisition (Note 9) | | | 2,240 | | | | 25,000 | | | | 77,240 | |
| Payments for offering costs | | | — | | | | — | | | | (150,339 | ) |
| Proceeds from notes payable, related party (Note 4) | | | — | | | | 10,000 | | | | 286,301 | |
| Proceeds from notes payable (Note 5) | | | 120,000 | | | | 18,440 | | | | 120,000 | |
| Net cash provided by | | | | | | | | | | | | |
| financing activities | | | 123,840 | | | | 61,440 | | | | 1,930,508 | |
| | | | | | | | | | | | | |
| Net change in cash. | | | 20,064 | | | | (7,135 | ) | | | (306,203 | ) |
| | | | | | | | | | | | | |
| Cash, beginning of period | | | 173 | | | | 7,308 | | | | — | |
| | | | | | | | | | | | | |
| Cash, end of period | | $ | 20,237 | | | $ | 173 | | | $ | (306,203 | ) |
| | | | | | | | | | | | | |
| Supplemental disclosure of cash flow information: | | | | | | | | | | | | |
| Cash paid during the period for: | | | | | | | | | | | | |
| Income taxes | | $ | — | | | $ | — | | | $ | — | |
| Interest | | $ | — | | | $ | — | | | $ | 7,518 | |
| Non-cash investing/financing activities | | | | | | | | | | | | |
| Preferred stock issued to repay notes (Note 4) | | $ | 20,000 | | | $ | 652,274 | | | $ | 652,274 | |
| Common stock issued to repay loan | | $ | — | | | $ | — | | | $ | 75,000 | |
| Common stock issued to acquire Centric | | $ | — | | | $ | — | | | $ | 41,673 | |
| Offering costs exchanged for stock | | $ | — | | | $ | — | | | $ | 6,500 | |
See accompanying notes to the consolidated financial statements.
WORLDWIDE STRATEGIES INCORPORATED
(A Development Stage Company)
Notes to Financial Statements
| (1) | Organization, Basis of Presentation, and Summary of Significant Accounting Policies |
Organization and Basis of Presentation
Worldwide Strategies Incorporated (the “Company”) was incorporated on March 1, 2005 as Worldwide Business Solutions Incorporated (“WBSI”) in the State of Colorado. The Company intends to provide call center software platforms to client centers and to outsource selected client services to multi-lingual international centers.
On May 13, 2005, Barnett Energy Corporation (“BEC”), a Nevada corporation, entered into a Share Exchange Agreement (the “Agreement”) with WBSI. Under the terms of the Agreement, BEC agreed to acquire all of the issued and outstanding common stock of WBSI in exchange for 778,539 shares of its common stock. The acquisition closed on July 8, 2005. Following the acquisition, the former shareholders of WBSI held approximately 76.8 percent of BEC’s outstanding common stock, resulting in a change of control. In addition, WBSI became a wholly owned subsidiary of BEC. However, for accounting purposes, the acquisition has been treated as a recapitalization of WBSI, with BEC the legal surviving entity. Since BEC had minimal assets and no operations, the recapitaliza tion has been accounted for as the sale of 778,539 shares of WBSI common stock for the net liabilities of BEC. Therefore, the historical financial information prior to the date of the recapitalization is the financial information of WBSI.
On June 14, 2005, BEC changed its name to Worldwide Strategies Incorporated.
Effective July 31, 2007 the Company filed a Certificate of Change Pursuant to NRS 78.209, which decreased the number of its authorized shares of common stock from 100,000,000 to 33,333,333 and reduced the number of common shares issued and outstanding from 17,768,607 to 5,923,106.
All shares and per share amounts in these Consolidated Financial Statements and related notes have been retroactively adjusted to reflect the reverse stock split for all periods presented.
On July 31, 2007, the Company acquired 100% of the issued and outstanding shares of Centric Rx, Inc., (“Centric”) in exchange for 2,250,000 shares of the Company’s common stock. As a result of the acquisition, Centric is now a wholly owned subsidiary of the Company and the results of its operation have been included in the Company’s consolidated financial statements since the date of acquisition.
Development Stage
The Company and its subsidiaries are in the development stage in accordance with Statements of Financial Accounting Standards (SFAS) No. 7 “Accounting and Reporting by Development Stage Enterprises”. As of July 31, 2010, the Company has devoted substantially all of its efforts to financial planning, raising capital and developing markets.
Going Concern
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States, which contemplate continuation of the Company as a going concern. However, the Company experienced net losses of $339,638, $464,456, and $6,858,944 for the years ended July 31, 2010, July 31, 2009 and for the period from March 1, 2005 (inception) through July 31, 2010, respectively. In addition, the Company has incurred liabilities in excess of assets over the past year and, as of July 31, 2010, and has an accumulated deficit of $6,858,944. These matters, among others, raise substantial doubt about its ability to continue as a going concern.
WORLDWIDE STRATEGIES INCORPORATED
(A Development Stage Company)
Notes to Financial Statements
In view of the matters described above, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheet is dependent upon the Company’s ability to generate sufficient sales volume to cover its operating expenses and to raise sufficient capital to meet its payment obligations. Historically, management has been able to raise additional capital. During the year ended July 31, 2010, the Company obtained an additional $2,240 as partial payment of item (ii) in the NMKT letter of intent. Additionally during the year ended July 31, 2010, the Company issued preferred stock for $1,600 and convertible promissory notes, in exchange for $120,000.
The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.
Principles of Consolidation
The accompanying Consolidated Financial Statements include the Company’s accounts and those of its wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid debt instruments with original maturities of three months or less when acquired to be cash equivalents. The Company had no cash equivalents at July 31, 2010.
Financial Instruments
The carrying amounts of cash and current liabilities approximate fair value due to the short-term maturity of the instruments.
Property and Equipment
Property and equipment are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets, currently ranging from three to five years. Expenditures for additions and improvements are capitalized, while repairs and maintenance costs are expensed as incurred. The cost and related accumulated depreciation of property and equipment sold or otherwise disposed of are removed from the accounts and any gain or loss is recorded in the year of disposal.
| | | July 31, | |
| | | 2010 | | | 2009 | |
| Office equipment | | $ | 10,600 | | | $ | 10,600 | |
| Software | | | 12,023 | | | | 12,023 | |
| | | | 22,623 | | | | 22,623 | |
| Accumulated depreciation | | | 2,572 | | | | 21,953 | |
| Property and equipment - net | | $ | 51 | | | $ | 670 | |
Depreciation expense for the years ended July 31, 2010, July 31, 2009 and for the period from March 1, 2005 (inception) through July 31, 2010 totaled $619, $1,859 and $140,227, respectively.
WORLDWIDE STRATEGIES INCORPORATED
(A Development Stage Company)
Notes to Financial Statements
Impairment of Long-Lived Assets
The Company evaluates the carrying value of its long-lived assets under the provisions of SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". Statement No. 144 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted future cash flows estimated to be generated by those assets are less than the assets' carrying amount. If such assets are impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying value or fair value, less costs to sell.
Offering Costs
The Company defers offering costs, such as legal, commissions and printing costs, until such time as the offering is completed. At that time, the Company offsets the offering costs against the proceeds from the offering. If an offering unsuccessful, the costs are charged to operations at that time.
Income Taxes
Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the recorded book basis and the tax basis of assets and liabilities for financial and income tax reporting. Deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes are also recognized for operating losses that are available to offset future taxable income and tax credits that are available to offset future federal income taxes.
Revenue Recognition
The Company provides its call center services under contract arrangements. The Company recognizes revenue as services are provided (based on an hourly rate) over the term of the contract.
Loss per Common Share
The Company reports net loss per share using a dual presentation of basic and diluted loss per share. Basic loss per share includes the impact of issuing 1,491,743 shares of Series A Convertible Preferred Stock and excludes the impact of other contingently exercisable common stock equivalents. Diluted net loss per share utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents. As of July 31, 2010 there were 6,391,356 and 2,043,333 vested common stock options and warrants outstanding, respectively, which were excluder from the calculation of net loss per share-diluted because they are antidilutive.
Stock-based Compensation
Effective February 1, 2006, the Company adopted SFAS No. 123R, “Share Based Payment”. SFAS 123R requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). In prior years, employee stock-based compensation awards were measured based on the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”), and complied with the disclosure provisions of SFAS No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”), and SFAS No. 148, “ Accounting for Stock-Based Compensation-Transition and Disclosure”. Under APB 25, compensation expense of fixed stock options was based on the difference, if any, on the date of the grant between the deemed fair value of the Company’s stock and the exercise price of the option. Compensation expense was recognized on the date of grant or on the straight-line basis over the option-vesting period. The Company accounts for stock issued to non-employees in accordance with the provisions of SFAS 123 and EITF Issue No. 96-18, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services”. As a result of the change in accounting policy, the Company recorded $26,250, $184,750, and
WORLDWIDE STRATEGIES INCORPORATED
(A Development Stage Company)
Notes to Financial Statements
$3,401,203 as stock-based compensation on the stock options granted during the years ended July 31, 2010, July 31, 2009 and for the period from March 1, 2005 (inception) through July 31, 2010.
Loss per Common Share
The Company reports net loss per share using a dual presentation of basic and diluted loss per share. Basic net loss per share excludes the impact of common stock equivalents. Diluted net loss per share utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents. As of July 31, 2010, after recognition of the one for three reverse stock split, there were 6,391,356 and 2,043,333 vested common stock options and warrants outstanding, respectively, which were excluded from the calculation of net loss per share-diluted because they were antidilutive.
Fiscal Year-end
The Company’s year-end is July 31.
New Accounting Pronouncements
In June 2009, the FASB issued SFAS No. 168, "The FASB Accounting Standards Codification™ and the Hierarchy of Generally Accepted Accounting Principles - a replacement of FASB Statement No. 162". Statement 167 amends the evaluation criteria to identify the primary beneficiary of a variable interest entity provided by FASB Interpretation No. 46(R) , Consolidation of Variable Interest Entities-An Interpretation of ARB No. 51 . Additionally, Statement 167 requires ongoing reassessments of whether an enterprise is the primary beneficiary of the variable interest entity. The adoption of FASB 166 is not expected to have a material impact on the Company's financial statements.
In June 2009, the FASB issued SFAS No. 167, "Amendments to FASB Interpretation No. 46(R)". Statement 167 amends the evaluation criteria to identify the primary beneficiary of a variable interest entity provided by FASB Interpretation No. 46(R) , Consolidation of Variable Interest Entities-An Interpretation of ARB No. 51 . Additionally, Statement 167 requires ongoing reassessments of whether an enterprise is the primary beneficiary of the variable interest entity. The adoption of FASB 166 is not expected to have a material impact on the Company's financial statements.
In June 2009, the FASB issued SFAS No. 166, "Accounting for Transfers of Financial Assets - an amendment of FASB Statement No. 140". The objective of this Statement is to improve the relevance, representation faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor's continuing involvement. The adoption of FASB 166 is not expected to have a material impact on the Company's financial statements.
In May 2009, the FASB issued SFAS No. 165, "Subsequent Events". The objective of this statement is to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In this statement it sets forth the period after the balance sheet date during which management of reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements. Under this circumstance, the entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and disclosures events or transactions that occurred after the balance sheet date. In accordance with this statement, an entity should apply the requirements to interim or annual f inancial period ending after June 15, 2009. The adoption of FASB 165 is not expected to have a material impact on the Company's financial statements.
| (2) | Accounts payable related parties |
At July 31, 2010, the Company was indebted to related parties for expenses incurred on behalf of the Company totaling $4,269.
WORLDWIDE STRATEGIES INCORPORATED
(A Development Stage Company)
Notes to Financial Statements
At July 31, 2010 and July 31, 2009 accrued compensation totals $228,125 and $45,625 respectively. The accrued compensation will only be paid if the Company successfully obtains sufficient financing to fund its plan of operation.
| (4) | Related party transactions |
Preferred stock
In May 2010 five directors and two officers were each issued 7,500 preferred shares totaling 52,500 shares in exchange for uncompensated services. This amount ($26,250) is reflected in the accompanying financial statements as stock based compensation
In December, 2008 outstanding notes, including accrued interest which was capitalized, totaling $322,981 were repaid with the issuance of 645,962 shares of preferred stock. An additional note in the amount of $10,000 was issued to the CEO for cash in April 2009. The note, including $210 in accrued interest, was repaid by issuing 20,420 shares of preferred stock in July 2009.
Common Stock
In April 2009, the Company issued 2,200,000 shares of the Company’s common stock in exchange for uncompensated services provided to the Company by two officers, valued at $154,000. The shares were valued at $.07 per share based on the fair value on the date of grant and are reflected in the accompanying financial statements as stock based compensation.
In December 2008, the Company issued a total of 425,000 shares of the Company’s common stock in exchange for uncompensated services provided to the Company by two officers and five directors. The shares were valued at $.03 per share based on the fair value of the shares in the month they were issued. This amount ($12,750) is reflected in the accompanying financial statements as stock based compensation.
On March 1, 2005, the Company sold 1,733,402 shares of its common stock to its officers, directors and other founders for $5,200, or $.003 per share. In connection with the stock sales, the Company issued one warrant for each common share purchased. The warrants allow the holder to purchase one share of common stock at a price of $.75 per share. The warrants expire on April 30, 2010.
During October 2009, the Company issued a convertible promissory note to an unrelated third party in exchange for $20,000. The note and accrued interest at 12% was due on April 9, 2010. The principal and accrued interest was converted into 42,400 Series A shares at $.50 per share upon the election of the holder. Interest expense for this note payable was $1,200 for the year ended July 31, 2010.
During November 2009, the Company issued a convertible promissory note to an unrelated third party in exchange for $25,000. The note which became due and payable on May 21, 2010 was extended to December 31, 2010. The note which bears interest at 8% is due on December 31, 2010 and the principal and accrued interest is convertible into Series A shares at $.50 per share upon the election of the holder. Interest expense for this note payable was $1,233 for the year ended July 31, 2010.
During February 2010, the Company issued a convertible promissory note to an unrelated third party in exchange for $25,000. The note which became due and payable on July 31, 2010 was extended to December 31, 2010. The note which bears interest at 8% is due on December 31, 2010 and the principal and accrued interest is convertible into Series A shares at $.50 per share upon the election of the holder. Interest expense for this note payable was $1,000 for the year ended July 31, 2010.
WORLDWIDE STRATEGIES INCORPORATED
(A Development Stage Company)
Notes to Financial Statements
During February 2010, the Company issued a promissory note to an unrelated third party in exchange for $20,160. The note which bears interest at 9.47% is payable in monthly installments of $2,104.54 with the final payment in December 2010. Interest expense for this note payable was $531 for the year ended July 31, 2010.
During May 2010, the Company issued a convertible promissory note to an unrelated third party in exchange for $50,000. The note which bears interest at 9% is due on September 23, 2010 and the principal and accrued interest is convertible into common shares at $.04 per share upon the election of the holder. Interest expense for this note payable was $814 for the year ended July 31, 2010.
(6) Shareholders’ Equity
Preferred stock
The Company is authorized to issue 25,000,000 shares of $.001 par value preferred stock. The Company’s Board of Directors may divide and issue the preferred shares in series. Each Series, when issued, shall be designated to distinguish them from the shares of all other series. The relative rights and preferences of these series include preference of dividends, redemption terms and conditions, amount payable upon shares of voluntary or involuntary liquidation, terms and condition of conversion as well as voting powers.
In December 2008, the Company designated 5,000,000 shares of preferred stock as Series A Convertible Preferred Stock (“Series A”). Each share of Series A is convertible into 6.25 shares of common stock at the election of the holder. Each Series A share is entitled to 6.25 votes in any vote of the common stock holders. Series A shares are redeemable by the Company at $.50 per share with 15 days written notice. Series A shares are entitled to a 5% dividend preference and a participation interest in the remaining 95% dividend.
In July 2009, the Company issued 37,672 Series A shares at $.50 in full settlement of notes payable and accrued interest in the amount of $18,836.
In May 2010, the Company issued 3,200 preferred shares at $.50 for cash in the amount of $1,600.
In May 2010 a consultant was issued 15,000 preferred shares in exchange for consulting services. This amount ($7,500) is reflected in the accompanying financial statements as professional and consulting fees.
In June 2010 an outstanding note, including accrued interest, which was capitalized, totaling $21,200 was repaid with the issuance of 42,400 shares of preferred stock.
Common Stock
From April through June 2005, the Company conducted a private placement offering whereby it sold 840,033 units at a price of $.75 per unit. Each unit consisted of one share of the Company’s common stock and one warrant to purchase another share of common stock at $.75 per share. The warrants may be exercised over a period of five years. The Company received net proceeds of $559,911, after deducting offering costs of $65,089. $5,000 was collected after July 31, 2005 and is reported in the accompanying financial statements as common stock subscriptions receivable on that date. The offering was made in reliance on exemptions from registration contained in Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder.
In July 2005, the Company conducted a private placement offering whereby it sold 333,347 units at a price of $.75 per unit. Each unit consisted of one share of the Company’s common stock and one warrant to purchase another share of common stock at $.75 per share. The warrants may be exercised over a period of five years. The Company received net proceeds of $225,000, after deducting offering costs of $25,000. The offering was made in reliance on exemptions from registration contained in Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder.
WORLDWIDE STRATEGIES INCORPORATED
(A Development Stage Company)
Notes to Financial Statements
In August 2005, the Company conducted a private placement offering whereby it sold 660,026 units at a price of $.75 per unit. Each unit consisted of one share of the Company’s common stock and one warrant to purchase another share of common stock at $.75 per share. The warrants may be exercised over a period of five years. The Company received net proceeds of $445,500, after deducting offering costs of $49,500. The offering was made in reliance on exemptions from registration contained in Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder.
In July 2006, the Company conducted a private placement offering whereby it sold 633,359 units at a price of $.15 per unit. Each unit consisted of one share of the Company’s common stock and one warrant to purchase another share of common stock at $.75 per share. The warrants may be exercised over a period of five years. The Company received net proceeds of $88,500, after deducting offering costs of $6,500. The offering was made in reliance on exemptions from registration contained in Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder.
In August 2006, the Company conducted a private placement offering whereby it sold 750,030 units at a price of $.15 per unit. Each unit consisted of one share of the Company’s common stock and one warrant to purchase another share of common stock at $.75 per share. The warrants may be exercised over a period of five years. The Company received net proceeds of $112,500, after deducting offering costs of $10,700. The offering was made in reliance on exemptions from registration contained in Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder.
In August 2006, the Company issued 43,336 shares of the Company’s common stock in exchange for commissions valued at $6,500. The shares were valued based on the fair value on the date of grant and are reflected in the accompanying financial statements as additional paid in capital.
In October 2006, the Company issued 13,687 shares of the Company’s common stock in exchange for $7,000 in interest on a convertible note payable November 11, 2006. The shares were valued based on the fair value of the shares in the period interest was accrued and are reflected in the accompanying financial statements as interest expense.
In December 2006, the Company issued 104,170 shares of the Company’s common stock in exchange for services valued at $25,000. The shares were valued based on the fair value on the date of grant and are reflected in the accompanying financial statements as professional and consulting fees.
In April 2007, the Company issued 16,669 shares of the Company’s common stock in exchange for services valued at $3,000. The shares were valued based on the fair value on the date of grant and are reflected in the accompanying financial statements as professional and consulting fees.
In May 2007, the Company issued 16,508 shares of the Company’s common stock in exchange for $4,225 in interest on a convertible note payable November 11, 2007. The shares were valued based on the fair value of the shares in the period interest was accrued.
On July 31, 2007, the Company issued 2,250,000 shares of the Company’s common stock to acquired 100% of the issued and outstanding shares of Centric.
Effective July 31, 2007, the Company filed a Certificate of Change Pursuant to NRS 78.209, which decreased the number of its authorized shares of common stock from 100,000,000 to 33,333,333 and reduced the number of common shares issued and outstanding from 17,768,607 to 5,923,106.
In August 2007, the Company issued 500,000 shares of the Company’s common stock to a noteholder at $.15, which was the fair value of the stock on the transaction date, in full payment for an outstanding $75,000 note payable on the completion of the Centric acquisition.
WORLDWIDE STRATEGIES INCORPORATED
(A Development Stage Company)
Notes to Financial Statements
In September 2007, the Company issued a total of 18,695 shares of the Company’s common stock in exchange for $3,937 in interest on three convertible notes payable November 2007, April 2008 and June 2008. The shares were valued based on the fair value of the shares in the period interest was accrued.
In November 2007, the Company issued a total of 22,987 shares of the Company’s common stock in exchange for $2,813 in interest on two convertible notes payable May 2008 and April 2008. The shares were valued based on the fair value of the shares in the period interest was accrued.
In January 2008, the Company issued 450,000 shares of the Company’s common stock at $.045 to two officers, five directors, an employee and a contractor as compensation for unpaid services. The shares were valued based on their fair value when the share issuance was authorized.
In February 2008, the Company issued a total of 86,909 shares of the Company’s common stock in exchange for $4,275 in interest on four convertible notes payable May 2008, June 2008, September 2008 and October 2008. The shares were valued based on the fair value of the shares in the period interest was accrued.
In May 2008, the Company issued a total of 31,514 shares of the Company’s common stock in exchange for $2,025 in interest on three convertible notes payable September 2008, October 2008 and December 2008. The shares were valued based on the fair value of the shares in the period interest was accrued.
In August 2008, the Company issued a total of 18,023 shares of the Company’s common stock in exchange for $2,469 in interest on five convertible notes payable May 2008, September 2008, October 2008 , December 2008 and January 2009. The shares were valued based on the fair value of the shares in the period interest was accrued.
In December 2008, the Company issued a total of 200,000 shares of the Company’s common stock in exchange for uncompensated services provided to the Company by one employee and four consultants. The shares were valued at $.03 per share based on the fair value of the shares in the month they were issued. This amount ($6,000) is reflected in the accompanying financial statements as stock based compensation.
In April 2009, the Company issued 100,000 shares of the Company’s common stock in exchange for a $7,000 premium on a promissory note. This expense is reflected in the financial statements as interest expense.
In August 2009, the Company issued 25,000 shares of the Company’s common stock in exchange for services valued at $2,000. The shares were valued based on the fair value on the date of grant and are reflected in the accompanying financial statements as professional and consulting fees.
In September 2009, the Company issued 200,000 shares of the Company’s common stock in exchange for services valued at $10,000. The shares were valued based on the fair value on the date of grant and are reflected in the accompanying financial statements as professional and consulting fees.
In October 2009, the Company issued 20,000 shares of the Company’s common stock in exchange for services valued at $1,600. The shares were valued based on the fair value on the date of grant and are reflected in the accompanying financial statements as professional and consulting fees.
In April 2010, the Company issued 25,000 shares of the Company’s common stock in exchange for services valued at $7,500. The shares were valued based on the fair value on the date of grant and are reflected in the accompanying financial statements as professional and consulting fees.
Options granted to employees, accounted for under the fair value method
Effective February 1, 2006, the Company adopted SFAS No. 123R, “Share Based Payment”. SFAS 123R requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions).
WORLDWIDE STRATEGIES INCORPORATED
(A Development Stage Company)
Notes to Financial Statements
On March 16, 2006, the Company granted options to an officer to purchase an aggregate of 100,000 shares of the Company’s common stock at an exercise price of $1.53 per share. 33,333 options were fully vested on the grant date, an additional 33,333 options vest on March 16, 2007, and the remaining 33,334 options vest on March 16, 2008. All of the options expire on March 16, 2011. In February 2007, the Company accelerated the vesting date to November 30, 2006; the date the officer left employment, and recognized $137,000 as stock based compensation in the accompanying financial statements to reflect the vested portion during the year ended July 31, 2007. The total compensation costs for the modified share options were measured on the date of modification and no incremental costs resulted from the modif ication. Therefore compensation costs reflected on the accompanying financial statements reflect the grant date fair value of the original award for which the requisite services have been rendered. The fair value of the options was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:
| Risk-free interest rate | 4.60% |
| Dividend yield | 0.00% |
| Volatility factor | 140.00% |
| Weighted average expected life | 5 years |
In June 2006, the Company granted ten of its officers, directors, and employees options to purchase an aggregate of 2,529,029 shares of the Company’s common stock at an exercise price of $.06 per share, in exchange for accrued compensation and expenses. All 2,529,029 options were fully vested on the grant date. The quoted market price of the stock was $.84 per share on the grant date. The Company valued the options at $.84 per share, or $2,079,620. This amount is reflected in the accompanying financial statements as stock based compensation.
In July 2006, the Company granted three of its officer options to purchase an aggregate of 199,000 shares of the Company’s common stock at an exercise price of $.15 per share, in exchange for accrued compensation and expenses. All 199,000 options were fully vested on the grant date. The quoted market price of the stock was $.75 per share on the grant date. The Company valued the options at $.72 per share, or $143,101. This amount is reflected in the accompanying financial statements as stock based compensation. The fair value of the options was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:
| Risk-free interest rate | 4.97% |
| Dividend yield | 0.00% |
| Volatility factor | Ranging from 139.92% to 140.00% |
| Weighted average expected life | 5 years |
In April 2007, the Company granted options to various officers, directors, and employees to purchase an aggregate of 933,338 shares of the Company’s common stock at an exercise price of $.18 per share. All 933,338 were fully vested on the grant date. The options had a fair value of $.18 per share or $164,360. The fair value of the options was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:
| Risk-free interest rate | 4.97% |
| Dividend yield | 0.00% |
| Volatility factor | 202.07% |
| Weighted average expected life | 5 years |
In June 2007, the Company granted options to various officers, directors, and employees to purchase an aggregate of 933,338 shares of the Company’s common stock at an exercise price of $.24 per share. All 933,338 were fully vested on the grant date. The options had a fair value of $.24 per share or $221,200. The fair value of the options was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:
| Risk-free interest rate | 4.97% |
| Dividend yield | 0.00% |
| Volatility factor | 220.80% |
| Weighted average expected life | 5 years |
WORLDWIDE STRATEGIES INCORPORATED
(A Development Stage Company)
Notes to Financial Statements
On September 13, 2007, the Company extended the life of the options, originally granted June 22, 2007 to purchase 933,338 common shares of the Company, from a 5 year term to a 7 year term. The options had a fair value of $.16 per share or $149,240. No expense was recorded, as the revised fair value is less than the fair value originally recorded. The fair value of the options was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:
| Risk-free interest rate | 4.97% |
| Dividend yield | 0.00% |
| Volatility factor | 268.16% |
| Weighted average expected life | 7 years |
On September 13, 2007, the Company extended the life of the options, originally granted April 17, 2007 to purchase 933,338 common shares of the Company, from a 5 year term to a 7 year term. The options had a fair value of $.16 per share or $149,240. No expense was recorded, as the revised fair value is less than the fair value originally recorded. The fair value of the options was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:
| Risk-free interest rate | 4.97% |
| Dividend yield | 0.00% |
| Volatility factor | 268.16% |
| Weighted average expected life | 7 years |
In May 2008, the Company granted options to various officers, directors, and employees to purchase an aggregate of 475,000 shares of the Company’s common stock at an exercise price of $.11 per share. All 475,000 were fully vested on the grant date. The options had a fair value of $.08 per share or $38,000. The fair value of the options was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:
| Risk-free interest rate | 4.97% |
| Dividend yield | 0.00% |
| Volatility factor | 336.38% |
| Weighted average expected life | 5 years |
In December 2008, the Company granted two officers, five directors, one employee and four consultants options to purchase an aggregate of 600,000 shares of the Company’s common stock at an exercise price of $.015 per share, in exchange for unpaid services expenses. All 600,000 options were fully vested on the grant date. The quoted market price of the stock was $.02 per share on the grant date. The Company valued the options at $.02 per share, or $12,000. This amount is reflected in the accompanying financial statements as stock based compensation. The fair value of the options was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:
| Risk-free interest rate | 4.97% |
| Dividend yield | 0.00% |
| Volatility factor | 139.92% |
| Weighted average expected life | 5 years |
Options granted to employees, accounted for under the intrinsic value method
On April 30, 2005, the Company granted four directors options to purchase an aggregate of 120,000 shares of the Company’s common stock at an exercise price of $.75 per share. 40,000 options were fully vested on the grant date, an additional 40,000 options vest on April 30, 2006, and the remaining 40,000 options vest on April 30, 2007. All of the options expire on April 30, 2010. The exercise price of the options equaled the price at which the Company was selling the stock to unrelated third parties on the grant date. The Company’s common stock had no quoted market price on the grant date. No stock-based compensation was recorded on the options through January 31, 2006. The options had a fair value of $.093 per share, or $11,160. Effective February 1, 2006, the Company adopted SFAS No. 123R, “Share Based Payment” and recognized $2,093 and $1,395 as stock based compensation in the accompanying financial statements to reflect the vested portion during the period from the effective date through July 31, 2007 and July 31, 2006.
WORLDWIDE STRATEGIES INCORPORATED
(A Development Stage Company)
Notes to Financial Statements
On August 18, 2005, the Company granted three officers options to purchase an aggregate of 233,334 shares of the Company’s common stock at an exercise price of $.75 per share. 100,000 options were fully vested on the grant date, an additional 100,000 options vest on April 30, 2006, and the remaining 33,334 options vest on April 30, 2007. All of the options expire on April 30, 2010. The exercise price of the options equaled the price at which the Company was selling the stock to unrelated third parties on the grant date. The Company’s common stock had no quoted market price on the grant date. No stock-based compensation was recorded on the options through January 31, 2006. The options had a fair value of $.093 per share, or $21,700. Effective February 1, 2006, the Company adopted SFAS No. 123R, “Share Based Payment” and recognized $1,329 and $4,650 as stock based compensation in the accompanying financial statements to reflect the vested portion during the period from the effective date through July 31, 2007 and July 31, 2006.
On September 30, 2005, the Company granted a director options to purchase an aggregate of 30,000 shares of the Company’s common stock at an exercise price of $3.36 per share. 10,000 options were fully vested on the grant date, an additional 10,000 options vest on September 30, 2006, and the remaining 10,000 options vest on September 30, 2007. All of the options expire on September 30, 2010. The exercise price of the options equaled the traded market price of the stock on the grant date. No stock-based compensation was recorded on the options through January 31, 2006. The options had a fair value of $.42 per share, or $12,600. Effective February 1, 2006, the Company adopted SFAS No. 123R, “Share Based Payment” and recognized $2,928 and $2,100 as stock based compensation in the accompanying financial statements to reflect the vested portion during the period from the effective date through July 31, 2007 and July 31, 2006.
The fair value of the options was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:
| Risk-free interest rate | 2.70% |
| Dividend yield | 0.00% |
| Volatility factor | 0.00% |
| Weighted average expected life | 5 years |
Had compensation expense been recorded based on the fair value at the grant date, and charged to expense over vesting periods, for periods prior to February 1, 2006, the Company’s net loss and net loss per share would have increased to the pro forma amounts indicated below:
| | | | | | | | | March 1, 2005 | |
| | | Year | | | Year | | | (Inception) | |
| | | Ended | | | Ended | | | Through | |
| | | July 31, 2010 | | | July 31, 2009 | | | July 31, 2010 | |
| Net loss, as reported | | $ | (339,638 | ) | | $ | (464,456 | ) | | $ | (6,858,944 | ) |
| Decrease due to: | | | | | | | | | | | | |
| Employee stock options | | | - | | | | - | | | | (29,453 | ) |
| Pro forma net loss | | $ | (339,638 | ) | | $ | (464,456 | ) | | $ | (6,888,397 | ) |
| | | | | | | | | | | | | |
| As reported: | | | | | | | | | | | | |
| Net loss per share - basic and diluted | | $ | (0.016 | ) | | $ | (0.036 | ) | | | | |
| Pro Forma: | | | | | | | | | | | | |
| Net loss per share - basic and diluted | | $ | (0.016 | ) | | $ | (0.036 | ) | | | | |
The following schedule reflects the calculation of the pro forma compensation expense on employee stock options:
| Date of Grant | | Number of Options Granted | | | Total Fair Value | | | Options Vested Through July 31, 2008 | | | Fair Value Incurred Through July 31, 2008 | |
| 4/30/2005 | | | 100,000 | | | $ | 11,160 | | | | 100,000 | | | $ | 6,510 | |
| 8/18/2005 | | | 233,334 | | | | 21,700 | | | | 233,334 | | | | 15,721 | |
| 9/30/2005 | | | 30,000 | | | | 12,600 | | | | 30,000 | | | | 7,222 | |
| | | | 363,334 | | | $ | 45,460 | | | | 363,334 | | | $ | 29,453 | |
WORLDWIDE STRATEGIES INCORPORATED
(A Development Stage Company)
Notes to Financial Statements
$4,650 of the stock options’ total fair value incurred through July 31, 2008 ($29,453) was recognized during the period from March 1, 2005 (Inception) through July 31, 2005.
Options granted to non-employees, accounted for under the fair value method
On September 13, 2007 the Company extended the life of the options, originally granted June 22, 2007 to purchase 133,334 common shares of the Company, from a 5 year term to a 7 year term. The options had a fair value of $.24 per share or $21,320. No expense was recorded as the revised fair value is less than the fair value originally recorded. The fair value of the options was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:
| Risk-free interest rate | 4.97% |
| Dividend yield | 0.00% |
| Volatility factor | 268.16% |
| Weighted average expected life | 7 years |
On September 13, 2007 the Company extended the life of the options, originally granted April 17, 2007 to purchase 133,334 common shares of the Company, from a 5 year term to a 7 year term. The options had a fair value of $.24 per share or $21,320. No expense was recorded, as the revised fair value is less than the fair value originally recorded. The fair value of the options was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:
| Risk-free interest rate | 4.97% |
| Dividend yield | 0.00% |
| Volatility factor | 268.16% |
| Weighted average expected life | 7 years |
In June 2007, the Company granted options to a consultant to purchase an aggregate of 133,334 shares of the Company’s common stock at an exercise price of $.24 per share. All 133,334 were fully vested on the grant date. The options had a fair value of $.24 per share or $31,600. The fair value of the options was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:
| Risk-free interest rate | 4.97% |
| Dividend yield | 0.00% |
| Volatility factor | 220.80% |
| Weighted average expected life | 5 years |
In April 2007, the Company granted options to a consultant to purchase an aggregate of 133,334 shares of the Company’s common stock at an exercise price of $.18 per share. All 133,334 were fully vested on the grant date. The options had a fair value of $0.06 per share or $23,480. The fair value of the options was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:
| Risk-free interest rate | 4.97% |
| Dividend yield | 0.00% |
| Volatility factor | 202.07% |
| Weighted average expected life | 5 years |
In June 2006, the Company granted two consultants options to purchase an aggregate of 325,000 shares of the Company’s common stock at an exercise price of $.06 per share, in exchange for accrued expenses. All 325,000 options were fully vested on the grant date. The quoted market price of the stock was $.84 per share on the grant date. The Company valued the options at $.82 per share, or $267,248. This amount is reflected in the accompanying financial statements as stock based compensation. The fair value of the options was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:
| Risk-free interest rate | 4.97% |
| Dividend yield | 0.00% |
| Volatility factor | 139.92% |
| Weighted average expected life | 5 years |
WORLDWIDE STRATEGIES INCORPORATED
(A Development Stage Company)
Notes to Financial Statements
Following is a schedule of changes in common stock options and warrants from March 1, 2005 (inception) through July 31, 2010:
| | | Total | | | Exercisable | | | Per Share | | | Per Share | | | Value | | | Life | |
| Outstanding at March 31, 2005 (Inception) | | | - | | | | - | | | $ | - | | | $ | - | | | | - | | | | - | |
| Granted | | | 3,026,667 | | | | 3,026,667 | | | $ | 0.75 | | | $ | 0.75 | | | | - | | | .79 years | |
| Exercised | | | - | | | | - | | | $ | - | | | $ | - | | | | - | | | | N/A | |
| Cancelled/Expired | | | (20,000 | ) | | | (20,000 | ) | | $ | - | | | $ | - | | | | - | | | | N/A | |
| Outstanding at July 31, 2005 | | | 3,006,667 | | | | 3,006,667 | | | $ | 0.75 | | | $ | 0.75 | | | | - | | | .79 years | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Granted | | | 4,793,029 | | | | 4,793,029 | | | $ | 0.06-$3.36 | | | $ | 0.35 | | | | 256,863 | | | 1.69 years | |
| Exercised | | | - | | | | - | | | $ | - | | | $ | - | | | | - | | | | N/A | |
| Cancelled/Expired | | | - | | | | - | | | $ | - | | | $ | - | | | | - | | | | N/A | |
| Outstanding at July 31, 2006 | | | 7,799,696 | | | | 7,799,696 | | | $ | 0.06-$3.36 | | | $ | 0.50 | | | | 256,863 | | | 1.34 years | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Granted | | | 2,883,363 | | | | 2,883,363 | | | $ | 0.18-$0.75 | | | $ | 0.35 | | | | - | | | 4.09 years | |
| Exercised | | | - | | | | - | | | $ | - | | | $ | - | | | | - | | | | N/A | |
| Cancelled/Expired | | | - | | | | - | | | $ | - | | | $ | - | | | | - | | | | N/A | |
| Outstanding at July 31, 2007 | | | 10,683,059 | | | | 10,683,059 | | | $ | 0.06-$3.36 | | | $ | 0.46 | | | | 256,863 | | | 2.08 years | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Granted | | | 475,000 | | | | 475,000 | | | $ | 0.11 | | | $ | 0.11 | | | | - | | | 3.83 years | |
| Exercised | | | - | | | | - | | | $ | - | | | $ | - | | | | - | | | | N/A | |
| Cancelled/Expired | | | - | | | | - | | | $ | - | | | $ | - | | | | - | | | | N/A | |
| Outstanding at July 31, 2008 | | | 11,158,059 | | | | 11,158,059 | | | $ | 0.06-$3.36 | | | $ | 0.45 | | | | 256,863 | | | 2.16 years | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Granted | | | 600,000 | | | | 600,000 | | | $ | 0.02 | | | $ | 0.02 | | | | - | | | | 4.36 | |
| Exercised | | | - | | | | - | | | $ | - | | | $ | - | | | | - | | | | N/A | |
| Cancelled/Expired | | | - | | | | - | | | $ | - | | | $ | - | | | | - | | | | N/A | |
| Outstanding at July 31, 2009 | | | 11,758,059 | | | | 11,758,059 | | | $ | 0.015-$3.36 | | | $ | 0.42 | | | | 256,863 | | | 2.27 years | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Granted | | | - | | | | - | | | $ | - | | | $ | - | | | | - | | | | N/A | |
| Exercised | | | - | | | | - | | | $ | - | | | $ | - | | | | - | | | | N/A | |
| Cancelled/Expired | | | 3,323,370 | | | | 3,323,370 | | | $ | 0.75 | | | $ | 0.75 | | | | - | | | | N/A | |
| Outstanding at July 31, 2010 | | | 8,434,689 | | | | 8,434,689 | | | $ | 0.015-$3.36 | | | $ | 0.42 | | | | 256,863 | | | 1.86 years | |
WORLDWIDE STRATEGIES INCORPORATED
(A Development Stage Company)
Notes to Financial Statements
Common stock awards consisted of the following options and warrants during the period from March 1, 2005 (inception) through July 31, 2010:
| | | | | | | | | Total |
| Description | | Options | | | Warrants | | | Awards |
| Outstanding at March 31, 2005 (inception) | | | - | | | | - | | | | - |
| Granted | | | 120,000 | | | | 2,906,667 | | | | 3,026,667 |
| Exercised | | | - | | | | - | | | | - |
| Cancelled/Expired | | | (20,000 | ) | | | - | | | | (20,000 |
| Outstanding at July 31, 2005 | | | 100,000 | | | | 2,906,667 | | | | 3,006,667 |
| | | | | | | | | | | | |
| Granted | | | 3,416,362 | | | | 1,376,667 | | | | 4,793,029 |
| Exercised | | | - | | | | - | | | | - |
| Cancelled/Expired | | | - | | | | - | | | | - |
| Outstanding at July 31, 2006 | | | 3,516,362 | | | | 4,283,334 | | | | 7,799,696 |
| | | | | | | | | | | | |
| Granted | | | 2,133,333 | | | | 750,030 | | | | 2,883,363 |
| Exercised | | | - | | | | - | | | | - |
| Cancelled/Expired | | | - | | | | - | | | | - |
| Outstanding at July 31, 2007 | | | 5,649,695 | | | | 5,033,364 | | | | 10,683,059 |
| | | | | | | | | | | | |
| Granted | | | 475,000 | | | | - | | | | 475,000 |
| Exercised | | | - | | | | - | | | | - |
| Cancelled/Expired | | | - | | | | - | | | | - |
| Outstanding at July 31, 2008 | | | 6,124,695 | | | | 5,033,364 | | | | 11,158,059 |
| | | | | | | | | | | | |
| Granted | | | 600,000 | | | | - | | | | 600,000 |
| Exercised | | | - | | | | - | | | | - |
| Cancelled/Expired | | | - | | | | - | | | | - |
| Outstanding at July 31, 2009 | | | 6,724,695 | | | | 5,033,364 | | | | 11,758,059 |
| | | | | | | | | | | | |
| Granted | | | - | | | | - | | | | - |
| Exercised | | | - | | | | - | | | | - |
| Cancelled/Expired | | | 333,339 | | | | 2,990,031 | | | | 3,323,370 |
| Outstanding at July 31, 2010 | | | 6,391,356 | | | | 2,043,333 | | | | 8,434,689 |
WORLDWIDE STRATEGIES INCORPORATED
(A Development Stage Company)
Notes to Financial Statements
(7) Income Taxes
A reconciliation of U.S. statutory federal income tax rate to the effective rate follows:
| | | For The Years Ended | |
| | | July 31, | |
| | | 2010 | | | 2009 | |
| U.S. statutory federal rate, graduated | | | 34.00 | % | | | 34.00 | % |
| State income tax rate, net of federal | | | 3.06 | % | | | 3.06 | % |
| Net operating loss (NOL) for which | | | | | | | | |
| no tax benefit is currently available | | | -37.06 | % | | | -37.06 | % |
| | | | 0.00 | % | | | 0.00 | % |
At July 31, 2010, the Company fully allowed for any deferred tax asset that it may have as a result of its accumulated losses of $6,858,944. The valuation allowance offsets the net deferred tax asset for which it is more likely than not that the deferred tax assets will not be realized. The net operating loss carryforward expires through the year 2030.
The valuation allowance will be evaluated at the end of each year, considering positive and negative evidence about whether the deferred tax asset will be realized. At that time, the allowance will either be increased or reduced; reduction could result in the complete elimination of the allowance if positive evidence indicates that the value of the deferred tax assets is no longer impaired and the allowance is no longer required.
Should the Company undergo an ownership change as defined in Section 382 of the Internal Revenue Code, the Company’s tax net operating loss carryforwards generated prior to the ownership change will be subject to an annual limitation, which could reduce or defer the utilization of these losses.
(8) Acquisition of Centric Rx, Inc.
The Company entered into a Share Exchange Agreement dated June 28, 2007 with Centric, whereby the Company acquired 100% of the issued and outstanding shares of Centric. Centric’s primary business will be the distribution of health services and prescription drug discount cards. The Company plans to contract with call centers to provide ongoing service and support to organizations and individuals that utilize these cards. Centric will receive commissions based upon the utilization of these cards.
The transaction closed on July 31, 2007 and is accounted for using the purchase method. Under the terms of the Share Exchange Agreement the Company acquired 100% of the issued and outstanding share capital of Centric in exchange for 2,250,000 post reverse shares of the Company’s common stock. The acquisition is valued at the fair value of the net assets acquired.
| Cash | | $ | 6 | |
| Software | | | 116,667 | |
| Liability due to related party | | | (75,000 | ) |
| | | | | |
| Paid by issuance of 2,250,000 post-reverse-split | | | | |
| shares of the Company’s common stock | | $ | 41,673 | |
As Centric was acquired on July 31, 2007, the operations of Centric are included in the consolidated financial statements for year ended July 31, 2010.
WORLDWIDE STRATEGIES INCORPORATED
(A Development Stage Company)
Notes to Financial Statements
(9) Letters of Intent
NewMarket Technology, Inc.
In February 2008, the Company entered into a letter of intent with NewMarket Technology, Inc. (“NMKT”). Pursuant to the letter of intent, NMKT was to acquire a 51% in the Company in exchange for (i) the assumption of all of the Company’s outstanding debts and (ii) the payment of $100,000. NMKT’s ownership interest was to be protected from dilution for three years. The transaction was to be subject to the execution of a mutually satisfactory definitive stock purchase agreement and the completion of due diligence. Withdrawal from the transaction by either party would subject the withdrawing party to a claim for the legal and due diligence expenses of the other party, not to exceed $100,000.
Through July 31, 2010, the Company received $77,240 from NMKT as partial payment of item (ii) in the letter of intent. The Company terminated any further negotiations with NMKT on June 30, 2010, as no significant progress had been made since entering into the letter of intent in February 2008.
E-nnovation.com Limited
In September 2006, the Company signed a Heads of Agreement to purchase 100% of the issued capital of E-nnovation.com Limited, which owned 100% of the issued capital stock of Innovation Software Limited (“ISL”). The proposed purchase price was ₤1,000,000 to be settled in one cash payment at the date of completion. On April 4, 2007, the Company decided to discontinue its efforts to acquire Innovation Software Limited when ISL terminated its relationship with the Company and withdrew from further negotiations. As a result, the Company recorded $31,016 as a loss on failed acquisitions during the year ended July 31, 2007.
Cascade
On September 29, 2005, the Company entered into a Letter of Intent (“LOI”) with Cascade Callworks, Inc. (“Cascade”), a Washington corporation. Under the terms of the LOI, the Company would acquire Cascade for $2.5 million, subject to detailed due diligence and satisfactory negotiation of other terms. The Company made a $100,000 deposit toward the purchase price in October 2005. The remaining balance on the purchase price was to be due at closing, which was to occur no later than April 30, 2006.
In addition, as part of the purchase price the Company would issue Cascade warrants to purchase 133,334 shares of the Company’s common stock, exercisable over a period of three years as follows:
| a. | 33,334 shares at $1.50 per share; |
| b. | 100,000 shares at $2.25 per share. |
In July 2006, the Company terminated the agreement set forth in the Letter of Intent and amendments to that letter. Accordingly, the Company wrote-off the $100,000 deposit to “Loss on failed acquisition” and issued three year warrants to purchase 83,334 shares of the Company’s common stock exercisable at $.75.
TouchStar
On October 18, 2005, the Company entered into a Letter of Intent (“LOI”) with the management of TouchStar Software Corporation (“TouchStar”). TouchStar owns a majority of the issued and outstanding common shares of TouchStar International Sales Limited (“TISL”), a Delaware corporation. Under the terms of the LOI, the Company would issue to TouchStar that number of shares at the market price per share on the date of transfer representing a $500,000 investment in the Company. In exchange, TouchStar would issue to the Company 50,000 shares of TISL. Following the exchange, the Company would own five percent of the issued and outstanding common shares of TISL.
WORLDWIDE STRATEGIES INCORPORATED
(A Development Stage Company)
Notes to Financial Statements
The Company agreed that it would register at least 666,667 shares of its common stock pursuant to a Registration Statement in order to ensure the registration of a sufficient number of shares to meet the $500,000 valuation of shares issued to TouchStar.
The Company agreed that either through itself, a subsidiary, affiliate, or third party, it would cause the shares issued to TouchStar to be repurchased from TouchStar within 30 days after the effective date of the Registration Statement at a purchase price equal to the greater of (a) the market price of the shares held by TouchStar, or (b) $500,000. If the repurchase did not occur within the stated period, each party would return all shares included in the original exchange.
Cascade and TouchStar are affiliates with common management; however, neither entity is related to the Company.
In February 2006, the Company issued 666,667 shares of its common stock to Touchstar under the terms of the above agreement. On April 19, 2006, the Company rescinded the transaction, cancelled the shares, and restored the status of the shares as authorized but unissued.
(10) Business Process Provider Agreement
On April 28, 2005, the Company entered into a Business Process Provider Agreement (the “Agreement”) with Cleave Global E-Services Limited (“CGESL”), an Indian corporation. Under the agreement, the Company was to market the services provided by CGESL in the United States, United Kingdom and throughout the world on a non-exclusive basis. Contract prices for services provided by the Company to CGESL were to be based on future negotiations. In addition, the Company was to acquire a 20% equity interest in CEGSL. On April 15, 2005, the value of CGESL’s business was estimated at $4 million; however, the final cost was to be established once the Company had the resources to close the acquisition. Upon signing the agreement, the Company paid CGESL a $50,000 deposi t toward the acquisition.
On September 21, 2005, the parties terminated the agreement and the Company wrote-off the $50,000 deposit to “Loss on failed acquisition”.
(11) Commitments
Beginning February 2007, the Company commenced a month-to-month lease on a “virtual” office at a rate of $150 per month. Rent expense for the years ended July 31, 2010 and 2009, and for the period from March 1, 2005 (inception) through July 31, 2010 totaled $1,800, $1,800 and $51,231, respectively.
(12) Concentration of Credit Risk for Cash
The Company has concentrated its credit risk for cash by maintaining deposits in a financial institution, which may at times exceed the amounts covered by insurance provided by the United States Federal Deposit Insurance Corporation (“FDIC”). At July 31, 2010, the loss that would have resulted from that risk totaled $-0-. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk to cash.
(13) Subsequent Events
| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
There were no changes in or disagreements with accountants during the fiscal year ended July 31, 2009. On October 16, 2009, we appointed Hamilton, P.C. (“Hamilton”) in Denver, Colorado as the registered independent public accountant for the fiscal year ended July 31, 2009. On October 16, 2009, we dismissed Cordovano and Honeck LLP (“C&H”) as its registered independent public accountant. The decisions to appoint Hamilton and dismiss C&H were approved by our Board of Directors on October 16, 2009.
During the fiscal years ended July 31, 2008 and 2007 and through the subsequent interim period up through the date of dismissal (October 16, 2009), there were no disagreements with C&H on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of C&H, would have caused C&H to make reference thereto in its report on our financial statements for such years. Further, there were no reportable events as described in Item 304(a)(1)(iv) or (v) of Regulation S-K occurring within the our two most recent fiscal years and the subsequent interim period up through the date of dismissal (October 16, 2009).
The audit report of C&H for our financial statements as of July 31, 2008, contained a separate paragraph stating:
“The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred recurring losses, incurred liabilities in excess of assets over the past year and has an accumulated deficit of $6,054,850. Based upon current operating levels, the Company may be required to obtain additional capital or significant reconfiguration of its operations to sustain its operations beyond July 31, 2009. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Further information and management’s plans in regard to this uncertainty are also described in Note 1. The financial statements do not include any adjustment s that might result from the outcome of this uncertainty.”
During our two most recent fiscal years and the subsequent interim period up through the date of engagement of Hamilton (October 16, 2009), neither we nor anyone on our behalf consulted Hamilton regarding the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on our financial statements. Further, Hamilton has not provided us with written or oral advice that was an important factor that we considered in reaching a decision as to any accounting, auditing or financial reporting issues.
C&H furnished us with a letter addressed to the Securities and Exchange Commission stating whether or not it agreed with the statements in our 8-K, a copy of which was filed with our Form 8-K containing this same disclosure.
ITEM 9A.CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As required by SEC rules, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures at the end of the period covered by this report. This evaluation was carried out under the supervision and with the participation of our management, including our principal executive officer and principal financial officer. Based on this evaluation, these officers have concluded that the design and operation of our disclosure controls and procedures are effective.
Disclosure controls and procedures are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated
to our management, including principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Controls over Financial Reporting
Our principal executive officer and principal financial officer have concluded that there were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended July 31, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, our chief financial officer and implemented by our board of directors, management and other personnel, 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.
Our evaluation of internal control over financial reporting includes an analysis under the COSO framework, an integrated framework for the evaluation of internal controls issued to identify the risks and control objectives related to the evaluation of the control environment by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on our evaluation described above, our management has concluded that our internal control over financial reporting was effective during the fiscal year ended July 31, 2010.
Respectfully,
James P.R. Samuels, Chief Executive Officer
W. Earl Somerville, Chief Financial Officer
ITEM 9B.OTHER INFORMATION
None.
PART III
| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
Executive Officers and Directors
Our executive officers and directors are:
| Name | Age | Position |
| James P.R. Samuels | 63 | President, Chief Executive Officer and Director |
| W. Earl Somerville | 72 | Chief Financial Officer, Secretary, Treasurer and Director |
| Frank J. Deleo | 54 | Director |
| Robert T. Kane | 67 | Director |
| Edward J. Weisberg | 53 | Director |
| Gregory Kinney | 48 | Director |
Our articles of incorporation and bylaws provide for the maximum indemnification of our officer and director allowable under Nevada corporate law. Our shareholders elect our directors annually and our board of directors appoints our officers annually. Vacancies in our board are filled by the board itself. Set forth below are brief descriptions of the recent employment and business experience of our executive officers and directors.
James P.R. Samuels, Chief Executive Officer and Director. Mr. Samuels founded Worldwide Business Solutions Incorporated in March 2005 and has been the chief executive officer and a director of the company since June 2005. From May 1996 to March 2004, he served as vice president-finance, treasurer and chief financial officer of Rentech, Inc., a publicly-held company headquartered in Denver, Colorado. Rentech develops and markets processes for conversion of low-value carbon-bearing solids or gases into high-value hydrocarbons. From December 1995 through April 1998, he provided consulting services in finance and securities law compliance to Telepad Corporation, Herndon, Virginia, a company engaged in systems solutions for field force computing. From 1991 through August 1995, he served as chief financial officer, vice president-finance, treasurer and director of Top Sources, Inc., Palm Beach Gardens, Florida, a development stage company engaged in developing and commercializing technologies for the transportation, industrial and petrochemical markets. From 1989 to 1991, he was vice president and general manager of the automotive group of BML Corporation, Mississauga, Ontario, a privately-held company engaged in auto rentals, car leasing, and automotive insurance. From 1989 to 1991, he was vice president and general manager of the automotive group of BML Corporation, Mississauga, Ontario, a privately-held company engaged in auto rentals, car leasing, and automotive insurance. From 1983 through 1989, Mr. Samuels was employed by Purolator Products Corporation, a large manufacturer and distributor of automotive parts. He was president of the Mississauga, Ontario branch from 19 85 to 1989; a director of marketing from 1984 to 1985; and director of business development and planning during 1983 for the Rahway, New Jersey filter division headquarters of Purolator Products Corporation. From 1975 to 1983, he was employed by Bendix Automotive Group, Southfield, Michigan, a manufacturer of automotive filters, electronics and brakes. He served in various capacities, including group director for management consulting services on the corporate staff, director of market research and planning, manager of financial analysis and planning, and plant controller at its Fram Autolite division. From 1973 to 1974, he was employed by Bowmar Ali, Inc., of Acton, Massachusetts, in various marketing and financial positions, and in 1974 he was managing director of its division in Wiesbaden, Germany. He received a Bachelor’s degree in Business Administration from Lowell Technological Institute in 1970, and a Master of Business Administration degree in 1972 f rom Suffolk University, Boston, Massachusetts. He completed an executive program in strategic market management through Harvard University in Switzerland in 1984.
W. Earl Somerville, Chief Financial Officer, Secretary and Treasurer. Earl Somerville has been our chief financial officer, secretary and treasurer since June 2005 and became a director in October 2010. He has over 37 years of experience in accounting. He has been self-employed as a chartered accountant in Oakville, Ontario, Canada, since 1992. From 1984 to 1991, he was a vice president of finance for Facet of Canada Inc., a Canadian holding company whose subsidiaries were engaged in the manufacture and distribution of automotive products. He was the divisional controller for Canadian Fram Limited from 1974 to 1991, a manufacturer of auto parts. Mr. Somerville is a member of the Institute of Chartered Account ants of Ontario.
Frank J. Deleo, Director. Mr. Deleo has been a director since June 2005. Since September 2007, Mr. Deleo has served as president of Rioath Group. Mr. Deleo was with Citigroup Inc. from 1978 to September 2007. He was with CitiFinancial Branch Network from 1996, first as a vice president/regional manager and since March 2002 as a managing director over Texas, New Mexico, Oklahoma, and Kansas. CitiFinancial, which is part of Citigroup Inc., a financial services company listed on the New York Stock Exchange, offers consumer loan products and services, including real estate, personal loans, and loans to finance consumer goods. From 1979 to 1996, he was employed by Associates Corporation of North America . Mr. Deleo received a bachelors degree in psychology from University of Stony Brook University in 1977.
Robert T. Kane, Director. Robert Kane has been a director since June 2005. He has been a practicing attorney in Munhall, Pennsylvania, since 1970. Mr. Kane received his J.D. degree from Villanova University in 1970 and his B.S. degree from Pennsylvania State University in 1965.
Edward J. Weisberg, Director. Mr. Weisberg has been a director since September 2005. He has been the Vice President of Online Marketing for CCA Global Partners, Inc., a privately-held company, since August 2010. CCA Global is a parent organization that provides its member companies with access to products, systems and services. Mr. Weisberg has also been the Managing Partner of Ecommerce Expertise, a consulting practice dedicated to assisting companies with Internet marketing and improving eCommerce profitability, since September 2008. From December 2009 to August 2010, he held the position of Director of Business Development at Keyword Connects, LLC, a n online lead generation company based in Waltham, Massachusetts. From January 2008 to October 2009, he was Vice President of Innovaro (formerly UTEK) Corporation, a public corporation based in
Tampa, Florida, which provides innovation and patent licensing services. From April 2004 to July 2007, he was the vice president of eCommerce of iBasis, Inc., a publicly-held company based in Burlington, Massachusetts, that provides international Voice over Internet Protocol (VoIP) services. He was responsible for leading that company’s efforts toward direct web-based sales of products and services. From 1995 until April 2003, he co-founded and served as president of BX.com Inc., a Providence, Rhode Island company that provides eCommerce web site development, hosting, and Internet marketing support. Prior to founding BX.com, he held various key marketing, planning, and sales roles at Paradigm Management Consulting Group, Inc., BASF Corporation, Data General Corporation, and Wang Laboratories, Inc. Mr. Weisberg is also on the board of advisors of Sustainable Minds, LLC , and ZebraTickets, LLC, both privately-held companies. Mr. Weisberg has a Masters degree in management from MIT/Sloan School of Management and a bachelors degree in social psychology from the University of Pennsylvania.
Gregory Kinney, Director. Formerly a director of Centric, Mr. Kinney was appointed to serve as a director on August 1, 2007. Since April 1997 to the present, Mr. Kinney has served as Vice-President of Operations of Kristel, LP, a privately held organization operating in Illinois. Kristel designs and manufactures LCD and CRT displays. From 1984 to 1997, Mr. Kinney worked in a variety of positions with The Bradley Group, American Instruments, Strand Lighting Company, Northrop, and Amistar. Between 1980 and 1984, Mr. Kinney served in the United States Navy. Mr. Kinney has received a B.A., M.A., and Ph.D. in Clinical Christian Counseling from Int ernational Theological Seminary in Bradenton Florida.
Committees
Audit Committee. Our only audit committee member at this time is Edward J. Weisberg. The Audit Committee is appointed by the Board of Directors to assist the Board in fulfilling its responsibility to oversee (1) the integrity of our financial statements, controls and disclosure; (2) the qualifications and independence of our independent accountants; (3) the performance of our independent accountants and of its internal audit staff; and (4) our compliance with legal and regulatory requirements.
The Audit Committee has the sole authority to appoint our independent accountants, subject to any shareholder ratification. The Audit Committee also prepares the annual Audit Committee report required by the rules and regulations of the Securities and Exchange Commission to be included in our annual proxy statement.
The Audit Committee is seeking to identify its financial expert.
Compensation Committee. Our compensation committee members are Frank J. Deleo and Robert T. Kane. The Compensation Committee is appointed by the Board of Directors to (1) discharge the responsibilities of the Board of Directors relating to compensation of our executives and (2) produce an annual report on executive compensation for inclusion in our proxy statement in accordance with applicable rules and regulations.
There is no family relationship between any director, executive or person nominated or chosen by us to become a director or executive officer of our company.
Conflicts of Interest
Members of our management are associated with other firms involved in a range of business activities. Consequently, there are potential inherent conflicts of interest in their acting as officers and directors of our company. While the officers and directors are engaged in other business activities, we anticipate that such activities will not interfere in any significant fashion with the affairs of our business, in terms of having adequate time to devote to the business of the company.
Our officers and directors are now and may in the future become shareholders, officers or directors of other companies, which may be formed for the purpose of engaging in business activities similar to us. Accordingly, additional direct conflicts of interest may arise in the future with respect to such individuals acting on behalf of us or other entities. Moreover, additional conflicts of interest may arise with respect to opportunities which come to the
attention of such individuals in the performance of their duties or otherwise. Currently, we do not have a right of first refusal pertaining to opportunities that come to their attention and may relate to our business operations.
Our officers and directors are, so long as they are our officers or directors, subject to the restriction that all opportunities contemplated by our plan of operation which come to their attention, either in the performance of their duties or in any other manner, will be considered opportunities of, and be made available to us and the companies that they are affiliated with on an equal basis. A breach of this requirement will be a breach of the fiduciary duties of the officer or director. If we or the companies with which the officers and directors are affiliated both desire to take advantage of an opportunity, then said officers and directors would abstain from negotiating and voting upon the opportunity. However, all directors may still individually take advantage of opportunities if we should decline t o do so. Except as set forth above, we have not adopted any other conflict of interest policy with respect to such transactions.
Code of Ethics
We have not yet adopted a code of ethics that applies to our principal executive officers, principal financial officer, principal accounting officer or controller, or persons performing similar functions, since we have been focusing our efforts on obtaining financing for the company. We expect to adopt a code by the end of the current fiscal year.
Procedure for Nominating Directors
There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors.
The board of directors will consider candidates for director positions that are recommended by any of our stockholders. Any such recommendation for the annual meeting of stockholders should be provided to our corporate secretary by December 31, 2010. The recommended candidate should be submitted to us in writing addressed to 3801 East Florida Avenue, Suite 400, Denver, Colorado 80210. The recommendation must include the following information: name of candidate; address, phone, and fax number of candidate; a statement signed by the candidate certifying that the candidate wishes to be considered for nomination to our board of directors and stating why the candidate believes that he or she would be a valuable addition to our board of directors; a summary of the candidate’s work experience fo r the prior five years and the number of shares of our stock beneficially owned by the candidate.
The board of directors will evaluate any recommended candidate and determine whether or not to proceed with the candidate in accordance with our procedures. We reserve the right to change our procedures at any time to comply with the requirements of applicable laws.
Section 16(a) Beneficial Ownership Reporting Compliance
Officers and directors, and persons who own more than 10% of a registered class of the Company’s equity securities, are required to file reports of ownership and changes in ownership with the Securities and Exchange Commission pursuant to Section 16(a) of the Securities Exchange Act of 1934. The following table sets forth reports that were not filed on a timely basis during the most recently completed fiscal year:
| Reporting Person | Date Report Due | Date Report Filed |
| Christensen , Donald A. | Form 4 due December 16, 2008 | Not yet filed |
| Christensen , Donald A. | Form 4 due December 30, 2008 | Not yet filed |
| Christensen , Donald A. | Form 4 due February 5, 2009 | Not yet filed |
| Christensen, Donald A. | Form 4 due May 21, 2010 | Not yet filed |
| Deleo, Frank J. | Form 4 due December 16, 2008 | Not yet filed |
| Deleo, Frank J. | Form 4 due December 30, 2008 | Not yet filed |
| Deleo, Frank J. | Form 4 due May 21, 2010 | Not yet filed |
| Kane, Robert T. | Form 4 due December 16, 2008 | Not yet filed |
| Kane, Robert T. | Form 4 due December 30, 2008 | Not yet filed |
| Reporting Person | Date Report Due | Date Report Filed |
| Kane, Robert T. | Form 4 due February 5, 2009 | Not yet filed |
| Kane, Robert T. | Form 4 due May 21, 2010 | Not yet filed |
| Kinney, Gregory | Form 4 due December 16, 2008 | Not yet filed |
| Kinney, Gregory | Form 4 due December 30, 2008 | Not yet filed |
| Kinney, Gregory | Form 4 due May 21, 2010 | Not yet filed |
| Samuels, James P.R. | Form 4 due December 16, 2008 | Not yet filed |
| Samuels, James P.R. | Form 4 due December 30, 2008 | Not yet filed |
| Samuels, James P.R. | Form 4 due February 5, 2009 | Not yet filed |
| Samuels, James P.R. | Form 4 due May 4, 2009 | Not yet filed |
| Samuels, James P.R. | Form 4 due July 6, 2009 | Not yet filed |
| Samuels, James P.R. | Form 4 due May 21, 2010 | Not yet filed |
| Somerville, W. Earl | Form 4 due December 16, 2008 | Not yet filed |
| Somerville, W. Earl | Form 4 due December 30, 2008 | Not yet filed |
| Somerville, W. Earl | Form 4 due February 5, 2009 | Not yet filed |
| Somerville, W. Earl | Form 4 due May 4, 2009 | Not yet filed |
| Somerville, W. Earl | Form 4 due May 21, 2010 | Not yet filed |
| Weisberg, Edward J. | Form 4 due December 16, 2008 | Not yet filed |
| Weisberg, Edward J. | Form 4 due December 30, 2008 | Not yet filed |
| Weisberg, Edward J. | Form 4 due February 5, 2009 | Not yet filed |
| Weisberg, Edward J. | Form 4 due May 21, 2010 | Not yet filed |
| Philip Verges | Form 3 due June 26, 2008 | Not yet filed |
| Philip Verges | Form 4 due December 16, 2008 | Not yet filed |
| Philip Verges | Form 4 due December 30, 2008 | Not yet filed |
ITEM 11.EXECUTIVE COMPENSATION
The following table sets forth information regarding the remuneration of our chief executive officer and any executive officers that earned in excess of $100,000 per annum during any part of the last two completed fiscal years ending July 31, 2010.
Summary Compensation Table
| Name and principal position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($)(1) | All Other Compensation ($) | Total ($) |
| James P.R. Samuels, President and CEO | 2010 | $107,500 | - | - | - | - | $107,500 |
| 2009 | $81,025 | - | $87,000 | $2,000 | - | $170,025 |
| W. Earl Somerville, CFO | 2010 | $75,000 | - | - | - | - | $75,000 |
| 2009 | $56,250 | - | $73,000 | $2,000 | - | $131,250 |
_______________
| (1) | All options were valued using the Black-Scholes option pricing model using various assumptions as listed in the footnotes to the Outstanding Equity Awards at 2010 Fiscal Year-End Table. |
Our Board of Directors has approved employment agreements for James P.R. Samuels and W. Earl Somerville with salaries of $215,000 and $150,000 per year, respectively. We accrued the full amount of Mr. Samuel’s and Mr. Somerville’s salaries during the first quarter of the 2009 fiscal year. During the year ended July 31, 2009, Mr. Samuels received cash compensation of approximately $400. Effective January 31, 2009, Mr. Samuels and Mr. Somerville forgave $642,537 of accrued compensation. We did not accrue Mr. Samuels’ and Mr. Somerville’s compensation again until the fourth quarter of the 2009 fiscal year, and then only at half of their contract values. We continued to accrue Mr. Samuels’ and Mr. Somerville’s compensation at half of their contract val ues for the 2010 fiscal year. Mr. Samuels and Mr. Somerville will not receive any payments on accrued compensation until the Company develops or acquires operations and begins to record revenue.
On December 10, 2008, the Board of Directors authorized the issuance of options to purchase 100,000 shares of common stock to each of Mr. Samuels and Mr. Somerville. The options were exercisable for five years at a price of $0.015 per share.
On December 24, 2008, our Board of Directors authorized the issuance of 100,000 shares to each of Mr. Samuels and Mr. Somerville for services rendered to the Company. The shares were valued at $0.03 per share, the closing market price on the date of the issuance.
On April 28, 2009, the Board of Directors authorized a further issuance of shares for services rendered in the amount of 1,200,000 shares to Mr. Samuels and 1,000,000 shares to Mr. Somerville. These shares were valued at $0.07 per share, the closing market price on the date of the issuance.
We have formed a Compensation Committee comprised of members of the Board of Directors. The compensation committee reviewed and approved the employment agreements described above. The current members of the Compensation Committee are Frank J. Deleo and Robert T. Kane.
The following table sets forth information concerning unexercised options and equity incentive plan awards on a grant by grant basis for our chief executive officer and any executive officers that earned in excess of $100,000 per annum as of the end of the last completed fiscal year ending July 31, 2010. The number of options granted and exercise prices have been retroactively restated to reflect the 3-to-1 reverse-stock-split of our common stock.
Outstanding Equity Awards at 2010 Fiscal Year-End Table
| Option Awards |
| Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date |
| James P.R. Samuels | 100,000 (1) | - | - | $0.015 | 12/10/2013 |
| 125,000 (2) | - | - | $0.11 | 5/29/2013 |
| 133,334 (3) | - | - | $0.24 | 6/22/2014 |
| 133,334 (4) | - | - | $0.18 | 4/17/2014 |
| 591,667 (5) | - | - | $0.06 | 6/01/2011 |
| 90,000 (6) | - | - | $0.15 | 7/21/2011 |
| W. Earl Somerville | 100,000 (1) | - | - | $0.015 | 12/10/2013 |
| 125,000 (2) | - | - | $0.11 | 5/29/2013 |
| 133,334 (3) | - | - | $0.24 | 6/22/2014 |
| 133,334 (4) | - | - | $0.18 | 4/17/2014 |
| 335,000 (5) | - | - | $0.06 | 6/01/2011 |
| 67,000 (6) | - | - | $0.15 | 7/21/2011 |
_________________
| (1) | These options were valued using the following assumptions: expected option life: 5 years; risk-free interest rate: 4.97%; annual rate of quarterly dividends: 0.00%; and volatility: 367.96%. |
| (2) | These options were valued using the following assumptions: expected option life: 5 years; risk-free interest rate: 4.97%; annual rate of quarterly dividends: 0.00%; and volatility: 336.4%. |
| (3) | These options were valued using the following assumptions: expected option life: 7 years; risk-free interest rate: 4.97%; annual rate of quarterly dividends: 0.00%; and volatility: 220.8%. |
| (4) | These options were valued using the following assumptions: expected option life: 7 years; risk-free interest rate: 4.97%; annual rate of quarterly dividends: 0.00%; and volatility: 202.1%. |
| (5) | These options were valued using the following assumptions: expected option life: 5 years; risk-free interest rate: 4.97%; annual rate of quarterly dividends: 0.00%; and volatility: 140%. |
| (6) | These options were valued using the following assumptions: expected option life: 5 years; risk-free interest rate: 4.97%; annual rate of quarterly dividends: 0.00%; and volatility: 139.92%. |
The following table sets forth information regarding the remuneration of our directors, other than those already mentioned in the Summary Compensation Table, during the last completed fiscal year.
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
| Donald A. Christensen | - | $3,750 | - | - | $3,750 |
| Frank J. Deleo | - | $3,750 | - | - | $3,750 |
| Robert T. Kane | - | $3,750 | - | - | $3,750 |
| Edward J. Weisberg | - | $3,750 | - | - | $3,750 |
| Gregory Kinney | - | $3,750 | - | - | $3,750 |
| (1) | On May 19, 2010, the Board of Directors authorized the issuance of 7,500 shares of Series A Preferred Stock to each officer and director for services rendered to the Company. The shares were valued at $0.50 per share. |
Options Exercised in the Last Fiscal Year
No options were exercised in the fiscal year ended July 31, 2010.
Long-Term Incentive Plan Awards
No long-term incentive plan awards were granted in the fiscal year ended July 31, 2010.
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
The following table provides certain information as to the officers and directors, individually and as a group, and the holders of more than 5% of the Common Stock and Preferred Stock on a combined basis:
Name and Address of Beneficial Owner (1) | Number of Common Shares Owned | Number of Preferred Shares Owned | Total Voting Shares (2) | Percent of Class (2) |
James P.R. Samuels 3801 East Florida Avenue, #400 Denver, Colorado 80210 | 2,821,669 (3) | 351,755 | 5,020,138 | 21.8% |
Dirk Van Keulen Heemraadslag 14 Gouda, Netherlands 2805DP | 588,323 (4) | 507,065 | 3,757,479 | 17.1% |
Donald A. Christensen 48 S Evanston Way Aurora, Colorado 80012 | 901,666 (5) | 275,268 | 2,622,091 | 11.7% |
W. Earl Somerville 182 Tilford Road Oakville, Ontario L6L 4Z3 Canada | 2,217,001 (6) | 30,117 | 2,405,232 | 10.6% |
Dirk S. Nye 2119 Larimer St #2 Denver, Colorado 80205 | 965,002 (7) | 144,904 | 1,870,652 | 8.4% |
Edward J. Weisberg 18 Whispering Pine Road Sudbury, Massachusetts 01776 | 504,999 (8) | 16,697 | 609,358 | 2.7% |
Robert T. Kane 3620 Main Street Munhall, Pennsylvania 15120 | 474,999 (9) | 18,997 | 593,729 | 2.7% |
Frank J. Deleo 1517 Tennison Parkway Colleyville, Texas 76034 | 474,999 (10) | 7,500 | 521,874 | 2.3% |
Name and Address of Beneficial Owner (1) | Number of Common Shares Owned | Number of Preferred Shares Owned | Total Voting Shares (2) | Percent of Class (2) |
Gregory Kinney 2107 Geddes Rd. Rockford, Illinois 61103 | 125,000 (11) | 7,500 | 171,875 | 0.8% |
| All officers and directors as a group (8 persons) | 6,618,667 (12) | 432,566 | 9,322,206 | 40.9% |
_________________
| (1) | To our knowledge, except as set forth in the footnotes to this table and subject to applicable community property laws, each person named in the table has sole voting and investment power with respect to the shares set forth opposite such person’s name. |
| (2) | Where persons listed on this table have the right to obtain additional shares of common stock through the exercise or conversion of other securities within 60 days from September 13, 2010, the additional shares are deemed to be outstanding for the purpose of computing the percentage of common stock owned by such persons, but are not deemed to be outstanding for the purpose of computing the percentage owned by any other person. Percentages are based on 21,819,629 shares of common stock that may be outstanding after conversion or exercise, without further consideration, of our outstanding Preferred Stock. This amount includes 12,496,234 shares of common stock and 9,323,395 shares of common stock issuable upon exercise of the outstanding Preferred Stock. |
| (3) | Includes 66,667 shares issuable upon the exercise of warrants and 1,173,335 shares issuable upon the exercise of vested stock options. |
| (4) | Includes 73,334 shares of common stock held by Mr. Van Keulen’s wife, 133,334 shares issuable upon exercise of warrants of which 66,667 are held by his wife, and 50,000 shares issuable upon the exercise of vested stock options. |
| (5) | Includes 66,667 shares issuable upon exercise of warrants and 574,999 shares issuable upon exercise of vested stock options. |
| (6) | Includes 66,667 shares issuable upon exercise of warrants and 893,666 shares issuable upon exercise of vested stock options. |
| (7) | Includes 66,667 shares of common stock held by DSN Enterprises Ltd., 220,000 shares of common stock held by Mr. Nye’s wife, 20,420 shares of preferred stock held by Mr. Nye’s wife, 66,667 shares issuable upon exercise of warrants, and 511,668 shares issuable upon exercise of vested stock options of which 195,000 are held by DSN Enterprises Ltd. |
| (8) | Includes 429,999 shares issuable upon exercise of vested stock options. |
| (9) | Includes 399,999 shares issuable upon exercise of vested stock options. |
| (10) | Includes 399,999 shares issuable upon exercise of vested stock options. |
| (11) | Includes 50,000 shares issuable upon exercise of vested stock options. |
| (12) | Includes 133,334 shares issuable upon exercise of warrants and 3,346,998 shares issuable upon exercise of vested stock options. |
James P.R. Samuels may be deemed to be the “parent” of our company within the meaning of the rules and regulations of the Securities and Exchange Commission.
Changes in Control
We are not aware of any arrangements that might result in a change in control of the Company.
Equity Compensation Plan Information
The following table sets forth information as of the end of the most recently completed fiscal year, July 31, 2010:
| Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance |
| Equity compensation plans approved by security holders | -0- | -0- | 500,000 |
| Equity compensation plans not approved by security holders | 6,391,356 | $0.42 | -0- |
| Total | 6,391,356 | -0- | 500,000 |
Stock Option Plan
By written consent dated May 13, 2005, our shareholders adopted the 2005 Stock Plan. Under the Plan up to 500,000 shares of our common stock (the “Available Shares”) that may be purchased pursuant to the exercise of incentive stock options, non-qualified stock options, stock grants and stock-based awards (“Stock Rights”) which may be granted to our employees, directors and consultants. This Plan will terminate on May 13, 2015, unless terminated at an earlier date by vote of the shareholders.
The 2005 Stock Plan is intended to (i) encourage ownership of shares by our employees and directors of and certain consultants to the company; (ii) induce them to work for the benefit of the company; and (iii) provide additional incentive for such persons to promote the success of the company.
As of July 31, 2010, no Stock Rights had been granted under the Plan.
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
Other than described below, none of our present directors, officers or principal shareholders, nor any family member of the foregoing, nor, to the best of our information and belief, any of our former directors, officers or principal shareholders, nor any family member of such former directors, officers or principal shareholders, has or had any material interest, direct or indirect, in any transaction, or in any proposed transaction which has materially affected or will materially affect us.
Debt. Effective January 31, 2009, two of our officers forgave $642,537 of accrued and unpaid salaries. In addition, in April 2009, we borrowed $10,000 from James P.R. Samuels and issued a convertible promissory note.
Conversion of Loans into Preferred Stock. Effective January 31, 2009, we converted $322,981 of related-party debt into Series A Convertible Preferred Stock (“Series A”) shares at $0.50 per share. We issued 645,963 Series A shares in exchange for the release of the debt. Dirk Van Keulen and Dirk Nye, who own more than 5% of the voting stock of the Company, also converted their notes totaling $300,174 into 600,349 shares of Series A. In July 2009, James P.R. Samuels and Linda Nye converted their notes totaling $20,420 into 40,840 shares of Series A.
The following table identifies the number of Series A shares we issued to our officers and directors, Mr. Van Keulen and the Nye’s as payment for their notes:
| Name | Preferred Shares |
| Dirk Van Keulen | 497,065 |
| James P.R. Samuels | 344,255 |
| Donald A. Christensen | 267,768 |
| Dirk S. Nye & Linda Nye | 123,704 |
| W. Earl Somerville | 22,617 |
| Robert T. Kane | 11,497 |
| Name | Preferred Shares |
| Edward J. Weisberg | 9,198 |
| Total | 1,287,152 |
Common Stock. See Item 11 regarding the issuance of common stock and options to purchase common stock to our officers and directors in exchange for services.
Future Transactions. All future affiliated transactions will be made or entered into on terms that are no less favorable to us than those that can be obtained from any unaffiliated third party. A majority of the independent, disinterested members of our board of directors will approve future affiliated transactions.
Director Independence. Frank J. Deleo, Robert T. Kane, Edward J. Weisberg, and Gregory Kinney are considered independent directors. We define director independence pursuant to NASDAQ Marketplace Rule 5605(a)(2).
ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES
The fees billed for professional services rendered by our principal accountant are as follows:
| FISCAL | | AUDIT-RELATED | | |
| YEAR | AUDIT FEES | FEES | TAX FEES | ALL OTHER FEES |
| 2009 | $17,561 | -0- | -0- | -0- |
| 2010 | $9,000 | -0- | -0- | -0- |
Pre-Approval Policies and Procedures
The Audit Committee must pre-approve any use of our independent accountants for any non-audit services. All services of our auditors are approved by our whole Board and are subject to review by our whole Board.
PART IV
ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES
| Regulation S-B Number | Exhibit |
| 2.1 | Share Exchange Agreement by and between Worldwide Strategies Incorporated, Centric Rx, Inc., Jim Crelia, Jeff Crelia, J. Jireh, Inc. and Canada Pharmacy Express, Ltd. dated as of June 28, 2007 (1) |
| 3.1 | Amended and Restated Articles of Incorporation (2) |
| 3.2 | Amended Bylaws (2) |
| 3.3 | Articles of Exchange Pursuant to NRS 92A.200 effective July 31, 2007 (3) |
| 3.4 | Certificate of Change Pursuant to NRS 78.209 effective July 31, 2007 (3) |
| 3.5 | Certificate of Designation Pursuant to NRS 78.1955 effective December 8, 2008 (4) |
| 3.6 | Amendment to Certificate of Designation Pursuant to NRS 78.1955 effective December 15, 2008 (5) |
| 10.1 | 2005 Stock Plan (2) |
| 10.2 | Employment Agreement with James P.R. Samuels dated October 12, 2007 (6) |
| 10.3 | Employment Agreement with W. Earl Somerville dated October 12, 2007 (6) |
| 21 | List of Subsidiaries |
| 31.1 | Rule 113a-14(a) Certification of James P.R. Samuels |
| 31.2 | Rule 13a-14(a) Certification of W. Earl Somerville |
| 32.1 | Certification of James P.R. Samuels Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002 |
| 32.2 | Certification of W. Earl Somerville Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002 |
___________________
| (1) | Filed as an exhibit to the Current Report on Form 8-K dated June 28, 2007, filed July 2, 2007. |
| (2) | Filed as an exhibit to the initial filing of the registration statement on Form SB-2, File No. 333-129398, on November 2, 2005. |
| (3) | Filed as an exhibit to the Current Report on Form 8-K dated July 31, 2007, filed August 6, 2007. |
| (4) | Filed as an exhibit to the Current Report on Form 8-K dated December 8, 2008, filed December 10, 2008. |
| (5) | Filed as an exhibit to the Current Report on Form 8-K dated December 15, 2008, filed December 17, 2008. |
| (6) | Filed as an exhibit to the Annual Report on Form 10-KSB, File No. 000-52362, on November 2, 2007. |
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.
| | WORLDWIDE STRATEGIES INCORPORATED |
| | | |
| | | |
| | | |
| Date: October 29, 2010 | By: | /s/ James P.R. Samuels |
| | | James P.R. Samuels |
| | | Chief Executive Officer |
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/ James P.R. Samuels | Chief Executive Officer and Director (Principal Executive Officer) | October 29, 2010 |
| James P.R. Samuels | | |
| /s/ W. Earl Somerville | Chief Financial Officer, Secretary, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer) | October 29, 2010 |
| W. Earl Somerville | | |
| | | |
| | Director | October __, 2010 |
| Frank J. Deleo | | |
| | | |
| /s/ Robert T. Kane | Director | October 29, 2010 |
| Robert T. Kane | | |
| | | |
| /s/ Edward J. Weisberg | Director | October 29, 2010 |
| Edward J. Weisberg | | |
| | | |
| | Director | October __, 2010 |
| Gregory Kinney | | |
46
