Filed Pursuant to Rule 424(b)(3)
Registration No. 333-258341
PROSPECTUS
Wikisoft Corp.
4,500,000 Shares of Common Stock
This prospectus supplement amends and supplements the prospectus dated August 12, 2021 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (No. 333-258341). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Quarterly Report on Form 10-Q for the period ended June 30, 2021, filed with the Securities and Exchange Commission on August 11, 2021 (the “Quarterly Report”). Accordingly, we have attached the Quarterly Report to this prospectus supplement.
This prospectus relates to the resale of up to 4,500,000 shares of common stock, issuable to White Lion Capital, LLC (“White Lion”), the selling stockholder, pursuant to a “Purchase Notice” under a Common Stock Purchase Agreement (the “Purchase Agreement”), dated May 10, 2021, that we entered into with White Lion. The Purchase Agreement permits us to issue Purchase Notices to White Lion for up to twenty million dollars ($20,000,000) in shares of our common stock through December 31, 2022 or until $20,000,000 of such shares have been subject of a Purchase Notice.
The selling stockholder may sell all or a portion of the shares being offered pursuant to this prospectus at fixed prices, at prevailing market prices at the time of sale, at varying prices or at negotiated prices.
White Lion Capital, LLC is an underwriter within the meaning of the Securities Act of 1933, and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act of 1933 in connection with such sales. In such event, any commissions received by such broker-dealers or agents, and any profit on the resale of the shares purchased by them, may be deemed to be underwriting commissions or discounts under the Securities Act of 1933.
Our common stock is quoted on the OTC Markets under the symbol “WSFT.” On July 26, 2021, the reported closing price of our common stock was $1.25 per share. Prior to this offering, there has been a very limited market for our securities. While our common stock is quoted on the OTC Markets, there has been negligible trading volume. There is no guarantee that an active trading market will develop in our securities.
We will not receive any proceeds from the sale of shares of our common stock by the selling stockholder. However, we will receive proceeds from the sale of shares of our common stock pursuant to our exercise of the Purchase Notice right offered by White Lion Capital, LLC. We will pay for expenses of this offering, except that the selling stockholder will pay any broker discounts or commissions or equivalent expenses and expenses of its legal counsel applicable to the sale of its shares.
There are no arrangements to place the funds received in an escrow, trust, or similar arrangement and the funds will be available to us following deposit into our bank account.
We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”). Investing in our shares involves a high degree of risk. BEFORE BUYING ANY SHARES, YOU SHOULD CAREFULLY READ THE DISCUSSION OF MATERIAL RISKS OF INVESTING IN OUR SHARES IN “RISK FACTORS” BEGINNING ON PAGE 4 OF THIS PROSPECTUS.
We have not authorized any dealer, salesman or other person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is August 16, 2021
25
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| | [X] | Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended June 30, 2021
| | [] | Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from __________ to__________
Commission File Number: 000-56239
Wikisoft Corp.
(Exact name of registrant as specified in its charter)
| Nevada | | 35-2675388 |
(State or other jurisdiction of
incorporation or organization) | | (IRS Employer
Identification No.) |
315 Montgomery Street
San Francisco, CA 94104
(Address of principal executive offices)
800-706-0806
(Registrant’s telephone number)
(Former name, former address and former fiscal year, if changed since last report)
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.
[X] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes [ ] No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
| ☐ Large accelerated filer | ☐ Accelerated filer |
| ☒ Non-accelerated Filer | ☒ Smaller reporting company |
| | ☐ Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No
Securities registered pursuant to Section 12(b) of the Act: None
State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 91,039,265 common shares as of August 6, 2021
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Our consolidated financial statements included in this Form 10-Q are as follows:
| | F-1 | Consolidated Balance Sheets as of June 30, 2021 (unaudited) and December 31, 2020; |
| | F-2 | Consolidated Statements of Operations for the for the three and six months ended June 30, 2021 and 2020 (unaudited); |
| | F-3 | Consolidated Statement of Stockholders’ Equity (Deficit) for the periods ended June 30, 2021 and 2020 (unaudited); |
| | F-4 | Consolidated Statements of Cash Flows for the six months ended June 30, 2021 and 2020 (unaudited); and |
| | F-5 | Notes to Consolidated Financial Statements. |
These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended June 30, 2021 are not necessarily indicative of the results that can be expected for the full year.
WIKISOFT CORP.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| | | June 30, 2021 | | December 31, 2020 |
| ASSETS | | | | | | | |
| Current assets | | | | | | | |
| Cash | | $ | 29,706 | | | $ | 19,564 |
| Prepaid and other current assets | | | 1,244 | | | | 187,500 |
| Total current assets | | | 30,950 | | | | 207,064 |
| | | | | | | | |
| Other assets | | | | | | | |
| Prepaid expenses - long term | | | 187,500 | | | | — |
| Total other assets | | | 187,500 | | | | — |
| | | | | | | | |
| | | | | | | | |
| Total assets | | $ | 218,450 | | | $ | 207,064 |
| | | | | | | | |
| LIABILITIES AND STOCKHOLDERS' DEFICIT | | | | | | | |
| Current liabilities | | | | | | | |
| Accounts payable and accrued liabilities | | | 161,609 | | | | 137,389 |
| Line of credit - related party | | | 245,000 | | | | — |
| Related party advances | | | 29,626 | | | | 29,626 |
| Loans payable - related party | | | 63,090 | | | | 63,090 |
| Total current liabilities | | | 499,325 | | | | 230,105 |
| | | | | | | | |
| Total liabilities | | | 499,325 | | | | 230,105 |
| | | | | | | | |
| Stockholders' equity (deficit) | | | | | | | |
| Preferred stock; $0.001 par value; 1,000,000 shares authorized; 0 and 0 shares issued and outstanding as of as of June 30, 2021 and December 31, 2020, respectively | | | — | | | | — |
| Common stock; $0.001 par value; 200,000,000 shares authorized; 90,989,265 and 104,964,265 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively | | | 90,991 | | | | 104,966 |
| Additional paid-in capital | | | 7,297,278 | | | | 7,232,305 |
| Stock payable | | | 326,351 | | | | 223,226 |
| Accumulated deficit | | | (7,995,495 | ) | | | (7,583,538) |
| Total stockholders' equity (deficit ) | | | (280,875 | ) | | | (23,041) |
| | | | | | | | |
| Total liabilities and stockholders' equity (deficit) | | $ | 218,450 | | | $ | 207,064 |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
WIKISOFT CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| | | | | | | | | | | | | | | | |
| | | For the Three Months Ended | | For the Six Months Ended |
| | | June 30, 2021 | | June 30, 2020 | | June 30, 2021 | | June 30, 2020 |
| | | | | | | | | |
| Revenue | | $ | — | | | $ | — | | | $ | — | | | $ | — |
| | | | | | | | | | | | | | | | |
| Cost of revenues | | | — | | | | — | | | | — | | | | — |
| | | | | | | | | | | | | | | | |
| Gross profit | | | — | | | | — | | | | — | | | | — |
| | | | | | | | | | | | | | | | |
| Operating expenses | | | | | | | | | | | | | | | |
| Professional fees | | | 131,095 | | | | 1,536,897 | | | $ | 240,391 | | | | 1,557,711 |
| General and administrative | | | 89,955 | | | | 7,239 | | | $ | 169,354 | | | | 8,402 |
| Total operating expenses | | | 221,050 | | | | 1,544,136 | | | | 409,745 | | | | 1,566,113 |
| | | | | | | | | | | | | | | | |
| Loss from operations | | | (221,050 | ) | | | (1,544,136 | ) | | | (409,745 | ) | | | (1,566,113) |
| | | | | | | | | | | | | | | | |
| Other expense | | | | | | | | | | | | | | | |
| Loss on foreign currency translation | | | — | | | | — | | | $ | (9 | ) | | | — |
| Interest expense | | | (1,110 | ) | | | (5,245 | ) | | $ | (2,203 | ) | | | (5,245) |
| Total other expense | | | (1,110 | ) | | | (5,245 | ) | | | (2,212 | ) | | | (5,245) |
| | | | | | | | | | | | | | | | |
| Net loss | | $ | (222,160 | ) | | $ | (1,549,381 | ) | | $ | (411,957 | ) | | $ | (1,571,358) |
| | | | | | | | | | | | | | | | |
| Net loss per common share - basic and diluted | | $ | (0.00 | ) | | $ | (0.01 | ) | | $ | (0.00 | ) | | $ | (0.02) |
| | | | | | | | | | | | | | | | |
| Weighted average common shares outstanding | | | 90,970,309 | | | | 104,589,473 | | | | 97,773,934 | | | | 104,507,651 |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
WIKISOFT CORP.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
For the Six Months Ended June 30, 2021 |
| | | Preferred Stock | | Common Stock | | | | | | | | |
| | | Shares | | Amount | | Shares | | Amount | | Additional Paid-in Capital | | Stock Payable | | Accumulated Deficit | | Total Stockholders' Equity |
| Balance, December 31, 2020 | | | — | | | $ | — | | | | 104,964,265 | | | $ | 104,966 | | | $ | 7,232,305 | | | $ | 223,226 | | | $ | (7,583,538 | ) | | $ | (23,041) |
| Shares issued for services | | | — | | | | — | | | | — | | | | — | | | | — | | | | 68,750 | | | | — | | | | 68,750 |
| Redemption of common stock for cash | | | — | | | | — | | | | (14,000,000 | ) | | | (14,000 | ) | | | 13,999 | | | | — | | | | — | | | | (1) |
| Imputed interest | | | — | | | | — | | | | — | | | | — | | | | 745 | | | | | | | | — | | | | 745 |
| Net loss | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (189,797 | ) | | | (189,797) |
| Balance, March 31, 2021 | | | — | | | $ | — | | | | 90,964,265 | | | $ | 90,966 | | | $ | 7,247,049 | | | $ | 291,976 | | | $ | (7,773,335 | ) | | $ | (143,344) |
| Shares issued for services | | | — | | | | — | | | | 25,000 | | | | 25 | | | | 49,475 | | | | 34,375 | | | | — | | | | 83,875 |
| Imputed interest | | | — | | | | — | | | | — | | | | — | | | | 754 | | | | — | | | | — | | | | 754 |
| Net loss | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (222,160 | ) | | | (222,160) |
| Balance, June 30, 2021 | | | — | | | $ | — | | | | 90,989,265 | | | $ | 90,991 | | | $ | 7,297,278 | | | $ | 326,351 | | | $ | (7,995,495 | ) | | $ | (280,875) |
For the Six Months Ended June 30, 2020 |
| | | | Preferred Stock | | | | Common Stock | | | | | | | | | | | | | | | | |
| | | | Shares | | | | Amount | | | | Shares | | | | Amount | | | | Additional Paid-in Capital | | | | Stock Payable | | | | Accumulated Deficit | | | | Total Stockholders' Equity |
| Balance, December 31, 2019 | | | — | | | $ | — | | | | 104,425,830 | | | $ | 104,426 | | | $ | 5,373,328 | | | $ | 223,226 | | | $ | (5,629,241 | ) | | $ | 71,739 |
| Cash received for stock payable | | | — | | | | — | | | | — | | | | — | | | | — | | | | 868 | | | | — | | | | 868 |
| Net loss | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (21,977 | ) | | | (21,977) |
| Balance, March 31, 2020 | | | — | | | $ | — | | | | 104,425,830 | | | $ | 104,426 | | | $ | 5,373,328 | | | $ | 224,094 | | | $ | (5,651,218 | ) | | $ | 50,630 |
| Shares issued for direct investment | | | — | | | | — | | | | 3,000 | | | | 3 | | | | 4,251 | | | | (868 | ) | | | — | | | | 3,386 |
| Shares issued for services | | | — | | | | — | | | | 505,500 | | | | 506 | | | | 1,507,494 | | | | — | | | | — | | | | 1,508,000 |
| Imputed Interest | | | — | | | | — | | | | — | | | | — | | | | 240 | | | | — | | | | — | | | | 240 |
| Net loss | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (1,549,381 | ) | | | (1,549,381) |
| Balance, June 30, 2020 | | | — | | | $ | — | | | | 104,934,330 | | | $ | 104,935 | | | $ | 6,885,313 | | | $ | 223,226 | | | $ | (7,200,599 | ) | | $ | 12,875 |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
WIKISOFT CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| | | | | | | | |
| | | For the Six Months Ended |
| | | June 30, 2021 | | June 30, 2020 |
| Cash Flows from Operating Activities | | | | | | | |
| Net loss | | $ | (411,957 | ) | | $ | (1,571,358) |
| Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | |
| Stock based compensation | | | 152,625 | | | | 1,508,000 |
| Imputed interest | | | 1,499 | | | | 240 |
| Changes in assets and liabilities | | | | | | | |
| Increase in prepaid assets | | | (1,244 | ) | | | — |
| Increase (decrease) in accounts payable | | | 24,220 | | | | (7,758) |
| Net cash used in operating activities | | | (234,857 | ) | | | (70,876) |
| | | | | | | | |
| Cash Flows from Investing Activities | | | | | | | |
| Net cash used in investing activities | | | — | | | | — |
| | | | | | | | |
| Cash Flows from Financing Activities | | | | | | | |
| Proceeds from related party advances | | | 1,909 | | | | 32,124 |
| Payment of related party advances | | | (1,909 | ) | | | (8,152) |
| Stock redemption for cash | | | (1 | ) | | | — |
| Related party line of credit | | | 245,000 | | | | — |
| Proceeds from issuance of common stock | | | — | | | | 4,254 |
| Net cash from financing activities | | | 244,999 | | | | 28,226 |
| | | | | | | | |
| Net increase (decrease) in Cash | | | 10,142 | | | | (42,650) |
| | | | | | | | |
| Beginning cash balance | | | 19,564 | | | | 131,605 |
| | | | | | | | |
| Ending cash balance | | $ | 29,706 | | | $ | 88,955 |
| | | | | | | | |
| Supplemental disclosure of cash flow information | | | | | | | |
| Cash paid for interest | | $ | — | | | $ | — |
| Cash paid for tax | | $ | — | | | $ | — |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
WIKISOFT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND NATURE OF BUSINESS
Organization
WikiSoft Corp. (“we”, “our”, the "Company") was incorporated in the state of Nevada in May 1998 as Sensor Technologies Inc.
Nature of operations
The Company is a portal for businesses and business people. The portal, called wikiprofile.com, has a vision to be the largest wiki platform with published articles and profiles on companies, top brands, and corporate influencers. Users will be able to freely search the portal and all content will eventually be collected, updated and fact-checked in real-time. The Company plan to generate revenues primarily from premium profiles and recruiting on our website.
2. SUMMARY OF SIGNIFICANT POLICIES
Basis of Presentation and Principles of consolidation
The accompanying consolidated financial statements represent the results of operations, financial position and cash flows of the Company prepared on the accrual basis of accounting and conform to accounting principles generally accepted in the United States of America. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. On March 31, 2019, the Company, a Nevada corporation, entered into an Agreement and Plan of Merger with WikiSoft DE, a Delaware corporation, and WikiSoft Acquisition, Inc., a Delaware corporation. WikiSoft Acquisition, Inc. merged with and into WikiSoft DE (the “Merger”) on April 30, 2019, with the filing of Articles of Merger with the Delaware Secretary of State. All significant inter-company transactions and balances have been eliminated.
Use of estimates
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimates used to review the Company’s, impairments and estimations of long-lived assets, revenue recognition of Contract based revenue, allowances for uncollectible accounts, and the valuations of non-cash capital stock issuances. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Fair value of financial instruments
The carrying value of cash, accounts payable and accrued expenses, and debt approximate their fair values because of the short-term nature of these instruments. Management believes the Company is not exposed to significant interest or credit risks arising from these financial instruments.
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable.
| • | Level 1 - | Quoted prices in active markets for identical assets or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets. |
| • | Level 2 - | Quoted prices for similar assets and liabilities in active markets; quoted prices included for identical or similar assets and liabilities that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. These are typically obtained from readily-available pricing sources for comparable instruments. |
| • | Level 3 - | Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity’s own beliefs about the assumptions that market participants would use in pricing the asset or liability, based on the best information available in the circumstances. |
Revenue Recognition
The Company recognizes revenue in accordance with ASC Topic 606. The accounting policy on revenue recognition is provided below.
Service Contracts
The company recognizes service contract revenue over time, as performance obligations are satisfied, due to the continuous transfer of control to the customer. Service contracts are generally accounted for as a single unit of account (a single performance obligation) and are not segmented between types of services. The company recognizes revenue based primarily on contract cost incurred to date compared to total estimated contract cost (an input method). The input method is the most faithful depiction of the company’s performance because it directly measures the value of the services transferred to the customer. Changes to total estimated contract cost or losses, if any, are recognized in the period in which they are determined as assessed at the contract level. Pre-contract costs are expensed as incurred unless they are expected to be recovered from the client. Project mobilization costs are generally charged to project costs as incurred when they are an integrated part of the performance obligation being transferred to the client. Customer payments on service contracts are typically due in advance, depending on the contract.
For service contracts in which the company has the right to consideration from the customer in an amount that corresponds directly with the value to the customer of the company’s performance completed to date, revenue is recognized when services are performed and contractually billable. Service contracts that include multiple performance obligations are segmented between types of services. For contracts with multiple performance obligations, the company allocates the transaction price to each performance obligation using an estimate of the stand-alone selling price of each distinct service in the contract. Revenue recognized on service contracts that have not been billed to clients is classified as a current asset under contract assets on the Consolidated Balance Sheet. Amounts billed to clients in excess of revenue recognized on service contracts to date are classified as a current liability under contract liabilities. Customer payments on service contracts are typically due within 30 days of billing, depending on the contract.
Cash and cash equivalents
For purposes of the statements of cash flows, the Company considers all highly liquid investments and short-term debt instruments with original maturities of six months or less to be cash equivalents. There was $29,706 and $19,564 in cash and no cash equivalents as of June 30, 2021 and December 31, 2020, respectively.
Stock-based compensation
The Company follows the guidelines in FASB Codification Topic ASC 718-10 “Compensation-Stock Compensation,” which requires companies to measure the cost of employee services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period. The Company accounts for non-employee share-based awards in accordance with FASB ASC 505-50 under which the awards are valued at the earlier of a commitment date or upon completion of the services, based on the fair value of the equity instruments, and are recognized as expense over the service period.
Earnings (loss) per share
The Company reports earnings (loss) per share in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 260-10 “Earnings Per Share,” which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive.
Long-lived Assets
In accordance with the Financial Accounting Standards Board ("FASB") Accounts Standard Codification (ASC) ASC 360-10, "Property, Plant and Equipment," the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value.
Income taxes
The Company accounts for its income taxes in accordance with FASB Codification Topic ASC 740-10, “Income Taxes”, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
Recently issued accounting pronouncements
The Company has evaluated all other recent accounting pronouncements and believes that none of them are expected to have a material effect on the Company's financial position, results of operations or cash flows.
3. GOING CONCERN
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.
Management evaluated all relevant conditions and events that are reasonably known or reasonably knowable, in the aggregate, as of the date the consolidated financial statements are issued and determined that substantial doubt exists about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent on the Company’s ability to generate revenues and raise capital. The Company has not generated sufficient revenues from product sales to provide sufficient cash flows to enable the Company to finance its operations internally. As of June 30, 2021, the Company had $29,706 cash on hand. At June 30, 2021 the Company has an accumulated deficit of $7,995,495. For the six months ended June 30, 2021, the Company had a net loss of $411,957, and net cash used in operations of $234,857. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date of filing.
Over the next twelve months management plans to use borrowings and security sales to mitigate the effects of cash flow deficits; however, no assurance can be given that debt or equity financing, if and when required, will be available. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and classification of liabilities that might be necessary should the Company be unable to continue existence.
4. RELATED PARTY TRANSACTIONS
Related party advances
As of June 30, 2021 and December 31, 2020, the Company had amounts due to Fastbase Inc., a company commonly controlled by a board member of the Company, of $29,626 and $29,626, respectively. During the six month ended June 30, 2021 and 2020, the Company received additional advances in the amounts of $1,909 and $32,124, respectively, and the Company made payments on the advances in the amounts of $1,909 and $8,152, respectively.
Loans payable - related party
On June 1, 2020 the company entered into a loan agreement with Fastbase Inc., a company commonly controlled by a board member of the Company, in the amount of $30,215. The amount bears no interest and is due upon request.
On September 1, 2020 the company entered into a loan agreement with Fastbase Inc., a company commonly controlled by a board member of the company, in the amount of $15,000. The note bears an interest rate of 4.25% and is due on September 1, 2022.
On October 24, 2020 the company entered into a loan agreement with Fastbase Inc., a company commonly controlled by a board member of the company, in the amount of $7,875. The note bears an interest rate of 4.25% and is due on January 1, 2023.
On December 3, 2020 the company entered into a loan agreement with Fastbase Inc., a company commonly controlled by a board member of the company, in the amount of $10,000. The note bears an interest rate of 4.25% and is due on January 1, 2023.
As of June 30, 2021 and December 31, 2020, the Company had loans due to related parties of $63,090 and $63,090, respectively. Interest expense related to related party loans was $2,203 and $0 for the six months of June 30, 2021 and 2020, respectively, of which $1,499 was imputed interest and recorded against additional paid in capital for the quarter ended June 30, 2021.
Line of credit – related party
On December 30, 2020 the company entered into a $1,000,000 revolving note agreement with it majority shareholder. The note carries and 0.01% interest rate and is due on the later of the date the Company has the funds to repay the note or 24 months. During the six months ended June 30, 2021, the Company borrowed $245,000 under the revolving note. As of June 30, 2021 and December 31, 2020, the note had a balance of $245,000 and $0, respectively.
5. STOCKHOLDERS’ EQUITY
The Company’s authorized capital stock consists of 200,000,000 shares of common stock and 1,000,000 shares of preferred stock, par value $0.001 per share. As of June 30, 2021 and December 31, 2020, there were 90,989,265 and 104,964,265 shares of common stock issued and outstanding, respectively.
As of June 30, 2021 and December 31, 2020, there were 0 and 0 shares of preferred stock of the Company issued and outstanding, respectively.
Common Stock issuances during the six months June 30, 2020
On January 3, 2020, the Company received $868 from an investor pursuant to private placement agreement with the investor to purchase 532 shares of the Company’s $0.001 par value common stock at a purchase price equal to $1.63 for each share of common stock. The shares had not been issued as of March 31, 2020 as a result the Company recorded a stock payable of $868.
On May 28, 2020, the Company received $1,950 from an investor pursuant to a private placement agreement to purchase 1,500 shares of the Company’s $0.001 par value common stock at a purchase price equal to $1.30 for each share of common stock.
On May 28, 2020, the Company received $1,436 from an investor pursuant to a private placement agreement to purchase 1,000 shares of the Company’s $0.001 par value common stock at a purchase price equal to $1.436 for each share of common stock.
On April 16, 2020, the Company issued 1,500 shares of the Company’s $0.001 par value common stock to Milestone Management for Consulting services. The shares were valued on the date of issuance at $2.00 per share or $3,000.
On May 16, 2020, the Company issued 4,000 shares of the Company’s $0.001 par value common stock to Milestone Management for Consulting services. The shares were valued on the date of issuance at $1.25 per share or $4,000.
On June 1, 2020, the Company issued 500,000 shares of the Company’s $0.001 par value common stock to Carsten K. Falk, the Company’s Chief Commercial Officer and deputy as a signing bonus. The shares were valued on the date of issuance at $3.00 per share or $1,500,000.
Common Stock issuances during the six months June 30, 2021
On February 18, 2021, the Company entered into a Stock Redemption Agreement (the “Redemption Agreement”) with Saqoia, Inc. (“SI”), an entity which is owned and controlled by Rasmus Refer. Pursuant to the Redemption Agreement, the Company agreed to purchase, and SI agreed to sell, 14,000,000 shares (the “Shares”) of the Company’s common stock held by SI to the Company in exchange for $1.00, with the Shares then being returned to the Company’s authorized, but unissued shares of common stock.
On June 8, 2021 the Company issued 25,000 shares of the Company’s $0.001 par value common stock to Triton Funds for services. The shares were valued on the date of issuance at $1.98 per share or $49,500.
OnSeptember 1, 2020, the Company entered into an employment agreement in which it granted an employee 100,000 shares of common stock with a vesting period through September 30, 2022, valued on the date of issuance at $275,000. During the six months ended June 30, 2021, the Company recognized $103,125 to compensation under the vesting terms of the agreement. As of June 30, 2021, the vested shares have not been issued and have been included in the balance sheet as a Stock Payable.
6. SUBSEQUENT EVENTS
In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to June 30, 2021 to the date these financial statements were available to be issued and has determined that it does not have any material subsequent events to disclose in these financial statements.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.
Business Overview
Wikisoft Corp. has a vision to become one of the largest portals of information for businesses. Our portal, which initially launched in January 2018, is called wikiprofile.com and seeks to provide profiles on companies, business people and corporate influencers. Information contained on, or accessible through, the foregoing website is not a part of, and is not incorporated by reference into, this Quarterly Report.
Although our website portal is currently operational in its beta form launched June 1, 2021. At this time we are solely focused on developing the website. From its initial launch in 2018 to September 2020, we worked on developing the website in its initial form, beginning in September 2020 we began working to launch our updated website portal, which was launched in its beta form June 1, 2021. Our developers are based in Brazil and Denmark and our IT operations are based in Denmark.
Users are able to freely search the portal and all content will be collected and updated in real-time. Our platform is developed on multiple Postgres databases that provides the foundation for our Wikiprofile platform. The scalable Jamstack microservice architecture aims to remove the load pressure from a server-oriented focus and utilizes the resources on various browsers to deliver a user experience with modern well performing page speed due to architecture. The architecture is designed to make the web faster, more secure, and easier to scale. Using proprietary crawler technology, the databases automatically collect information on newly found entities, seeking to have a complete database.
We plan to generate revenues primarily from premium profiles and recruiting on our website. We also further plan to generate revenues by charging users of our website platform for access to certain information and features on our platform.
Plan of Operations
For the 2021 fiscal year, we expect to require a minimum of $500,000 in operating funds. The source of such funds is anticipated to be from capital raised from third parties. The founder Rasmus Refer, who owns 7.7% of the Company’s issued and outstanding common stock as of the date of this report, pursuant to a Revolving Credit Facility Agreement (the “Credit Agreement”) between him and the Company, dated December 30, 2020, has agreed to make unsecured loans and extensions of credit available to the Company of up to $1,000,000, as requested by the Company under the Credit Agreement, to implement the Company’s plan of operations if we are unable to raise sufficient funds from other sources.
The Purchase Agreement between the Company and White Lion has been signed dated June 8, 2021. Under the agreement, the Company may require White Lion to acquire shares of the Company’s common stock, up to a maximum amount of $20,000,000.
If we are able to raise funds from third parties exceeding $500,000, we plan to accelerate our plan of operations as much as possible consistent with the amount of funds raised and the Company’s strategy.
During the months of 2021, the Company has completed the following:
Form-10 effectiveness
The Company filed a Registration Statement on Form 10 with the SEC on January 6, 2021 to register its common stock under the Exchange Act. The Company’s Registration Statement on Form 10 went effective on February 12, 2021, and the Company is now subject to reporting obligations with the SEC. The Company’s management sees this as an important and essential step in our commitment to provide our investors with transparency and accountability.
Redemption Agreement
On February 18, 2021, the Company entered into a Stock Redemption Agreement (the “Redemption Agreement”) with Saqoia, Inc. (“SI”), an entity which is owned and controlled by Rasmus Refer. Pursuant to the Redemption Agreement, the Company agreed to purchase, and SI agreed to sell, 14,000,000 shares (the “Shares”) of the Company’s common stock held by SI to the Company in exchange for $1.00, with the Shares then being returned to the Company’s authorized, but unissued shares of common stock. Rasmus Refer was previously the Chief Executive Officer of the Company from April 2019 to August 2020 and Director of the Company from April 2019 to November 2020. Prior to the Redemption Agreement, SI held 86,895,078 shares of the Company’s common stock, and after the Redemption Agreement, SI held 72,895,078 shares of the Company’s common stock of which Mr. Refer has voting and dipositive power.
On July 8, 2021, SI agreed to donate its 72,895,078 shares of common stock in our company to Modern Art Foundation Inc. Mr. Refer now currently holds 3,500,000 shares of our common stock in his own name, and 3,500,000 shares held by Wikisoft Holdings, of which he has voting and dipositive power.
Amendment to Consulting Agreement
On February 18, 2021, the Company entered into a second Amendment to the Consulting Agreement (the “Second Amendment”) with Milestone Management Services, a limited liability company organized under the laws of the state of Nevada (“Milestone”) to amend the consulting agreement between the Company and Milestone effective as of August 1, 2020, as amended (the “Original Agreement”). Pursuant to the Original Agreement, Milestone agreed to provide strategic advisory services to the Company. Pursuant to a first amendment to the Original Agreement, which was entered into on September 21, 2020, the start date of the Original Agreement was delayed until March 1, 2021. Pursuant to the Second Amendment, the start date of the Original Agreement was delayed until June 1, 2022, however the Company in their sole discretion can elect to move up the start date of the Original Agreement to an earlier date. Other than the foregoing, no other material changes were made to the Original Agreement in the Second Amendment.
New Investor Website
The Company launched a new investor relations Website on February 22, 2021. The investor site on www.wikisoft.com intends to provide transparency and disclosure about our Company consistent with the information disclosed in our filings with the Securities and Exchange Commission. The information on our website is not made part of this Quarterly Report.
Signed Purchase Agreement with White Lion Capital, LLC
The Purchase Agreement signed on May 10th provides that the Company has the right, but not the obligation to cause White Lion Capital to purchase up to $20,000,000 (the "Commitment Amount") of the Company's common stock, from time to time, during the commitment period, which starts on the date of execution of the Purchase Agreement and terminates on the earlier of, the date where the Commitment Amount is purchased or December 31, 2022, at a purchase price as set forth in the Purchase Agreement. The Company intends to use the net proceeds from the Purchase Agreement for the expansion of working capital and other general corporate purposes in accordance with its business strategy. The Company filed an S-1 on July 30, 2021. The SEC declared it effective on Aug 5, 2021.
Signed Purchase Agreement with Triton funds LP
On June 8, 2021, the Company entered into a Common Stock Purchase Agreement (the “CSPA”) with Triton Funds, LP, a Delaware limited partnership (“Triton Funds”), an unrelated third party. Subject to the terms and conditions set forth in the CSPA, the Company agreed to sell Common Stock of the Company to Triton Funds having an aggregate value of $750,000 at a fixed price of $1.50 per share (the “Investment Amount”).
The CSPA requires that the Company issue to Triton Funds an Administrative Fee of 25,000 shares of Common Stock and a deduction of $10,000 from the Investment Amount at Closing.
Triton Funds’ obligation to purchase securities is conditioned on an effective registration statement for the shares being purchased and Triton Funds’ ownership not exceeding 4.99% of the issued and outstanding shares of the Company giving effect to such purchase.
In connection with the CSPA, the Company also executed a Common Stock Purchase Warrant (the “Warrant”) under which Triton Funds is granted a three-year right to purchase up to 500,000 common shares of the Company (the “Warrant Shares”) subject to the terms and conditions of the Warrant.
On June 15, 2021, the Company filed a registration statement concerning the investment with Triton Funds. Shortly thereafter, the Company received comments from the SEC on the registration statement. The Company intends to respond to the comments and amend the registration statement, and to any other action necessary to work through the issued raised by the SEC as soon as possible.
Relaunch of Wikiprofile
Launched redesign and a beta version of our flagship website wikiprofile.com on June 1, 2021. Test of beta site has been commenced and following a stabilization period marketing activities seeking to generate users and sign ups to our website platform will be commenced. The main drivers will be email, search engine marketing and Search Engine Optimization.
Third Quarter of 2021
In this quarter we plan to hire a marketing manager or outsource marketing. The main responsibilities will be to optimize and ensure KPI driven email and search engine marketing and Search Engine Optimization and execute on our marketing strategy and drive users and sign ups to our website. Furthermore, a customer care manager is expected to be hired to handle support and ensure customer satisfaction. IT development will utilize existing developers and additional developers will be hired if needed for crawling and frontend development of business logic and products. We expect that the total cost for the foregoing activities will be an estimated amount of $150,000.
Fourth Quarter of 2021
In this quarter we plan to continue to hire additional developers. We also expect to: (i) hire additional customer care and/or marketing managers to support business needs; and (ii) further develop of our platform with new features like Jobs and Job Postings is expected to be developed. We anticipate that our primary source of acquiring customers will be through Email Marketing, Search Engine Optimization & Search Engine Marketing. We also anticipate to hire a CFO to streamline financial reporting, compliance, Investor Relations and to improve corporate governance. We expect that the total cost for the foregoing activities will be an estimated amount of $150,000.
First Quarter of 2022
In this quarter we plan to continue to further develop of our platform with new features. By further leveraging artificial intelligence (“AI”) and machine learning techniques (“ML”), we expect that we will be able to process raw data and refine them into unique and actionable insights in the wiki universe. We anticipate that our primary source of acquiring customers will be through Email Marketing, Search Engine Optimization & Search Engine Marketing. We expect that the total cost for the foregoing activities will be an estimated amount of $200,000.
If we are able to raise funds from third parties exceeding $500,000, we plan to accelerate our plan of operations as much as possible consistent with the amount of funds raised and the Company’s strategy.
Achievement of the foregoing plan of operations will depend highly on our funds and the availability of those funds and accordingly there can be no assurance that we can implement the foregoing as planned or at all.
Results of Operation for Three and Six Months Ended June 30, 2021 and 2020
Revenues
We earned no revenues for the three and six months ended June 30, 2021 or 2020. We hope to generate revenues in the remainder 2021, but we will need financing to maximize our earning potential.
Operating Expenses
Operating expenses decreased from $1,544,136 for the quarter ended June 30, 2020 to $221,050 for the quarter ended June 30, 2021. Operating expenses decreased from $1,566,113 for the six months ended June 30, 2020 to $409,745 for the six months ended June 30, 2021. The main reason for the decrease in operating expenses for the 2021 periods was considerably less spent on professional fees over the same periods in 2020.
We anticipate our operating expenses will increase as we undertake our plan of operations. The increase will be attributable to administrative and operating costs associated with our business activities and the professional fees associated with our reporting obligations.
Other Expenses
We incurred insignificant amounts as interest expense for the three and six months ended June 30, 2021 and 2020.
Net Loss
We incurred a net loss of $222,160 for the quarter ended June 30, 2021, compared to a net loss of $1,549,381 for the quarter ended June 30, 2020. We incurred a net loss of $411,957 for the six months ended June 30, 2021, compared to a net loss of $1,571,358 for the six months ended June 30, 2020.
Liquidity and Capital Resources
As of June 30, 2021, we had total current assets of $30,950 and total current liabilities of $499,325. We had working capital deficit of $468,375 as of June 30, 2021.
Net cash used in operating activities was $234,857 for the six months ended June 30, 2021, as compared with $70,876 in cash for the same period ended 2020. Our net losses were the main contributing factor to our negative operating cash flows.
Financing activities provided $244,999 in cash for the six months ended June 30, 2021, as compared with $28,226 in cash provided for the same period ended 2020. The majority of cash provided in 2021 was from a related party line of credit.
Going Concern
We have evaluated all relevant conditions and events that are reasonably known or reasonably knowable, in the aggregate, as of the date the consolidated financial statements are issued and determined that substantial doubt exists about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent on the Company’s ability to generate revenues and raise capital. The Company has not generated sufficient revenues from product sales to provide sufficient cash flows to enable the Company to finance its operations internally. As of June 30, 2021, the Company had $29,706 cash on hand. At June 30, 2021 the Company has an accumulated deficit of $7,995,495. For the six months ended June 30, 2021, the Company had a net loss of $411,957, and net cash used in operations of $234,857. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date of filing.
Over the next twelve months management plans to use borrowings and security sales to mitigate the effects of cash flow deficits; however, no assurance can be given that debt or equity financing, if and when required, will be available. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and classification of liabilities that might be necessary should the Company be unable to continue existence.
Future Financings.
Because of our limited operating history, it is difficult to predict our capital needs on a monthly, quarterly or annual basis. We will have no capital available to us if we are unable to raise money or find alternate forms of financing, which we do not have in place at this time other than the “Credit Agreement” with Rasmus Refer. Pursuant to the Credit Agreement dated December 30, 2020, Mr. Refer has agreed to make unsecured loans and extensions of credit available to the Company of up to $1,000,000, as requested by the Company under the Credit Agreement, to implement the Company’s plan of operations if we are unable to raise sufficient funds from other sources. The funds extended to the Company under the Credit Agreement will have a maturity date of 24 months and will carry interest at 0.01% per annum. The Company may prepay the funds at any time without penalty. To date $120,000 has been provided to the Company under the Credit Agreement.
There can be no assurance that we will be successful in raising additional funding. If we are not able to secure additional funding, the implementation of our business plan will be impaired. There can be no assurance that such additional financing will be available to us on acceptable terms or at all. If we are unable to raise this money, our growth plans will be frustrated. There can be no assurance that our attempts to raise funds will be successful. You may lose your entire investment.
Critical Accounting Policies.
In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Our critical accounting policies are disclosed Note 2 of our unaudited financial statements included in this Quarterly Report on Form 10-Q.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
Recently Issued Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
A smaller reporting company is not required to provide the information required by this Item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted 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 in Company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure.
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2021. Based upon this evaluation, our Chief Executive Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective as of June 30, 2021.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the quarter ended June 30, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.
Item 1A: Risk Factors
See risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2020 filed on March 29, 2021.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The information set forth below relates to our issuances of securities without registration under the Securities Act of 1933.
On June 8, 2021, we issued 25,000 shares of our common stock for services.
These securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The holders represented their intention to acquire the securities for investment only and not with a view towards distribution. The investors were given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.
Item 3. Defaults upon Senior Securities
None
Item 4. Mine Safety Disclosures
None
Item 5. Other Information
None
Item 6. Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Wikisoft Corp. | |
| | |
| Date: | August 11, 2021 | |
| | | |
| By: | /s/ Carsten Falk | |
| | Carsten Falk | |
| Title: | Chief Executive Officer (principal executive, accounting, and financial officer) | |
EXHIBIT 31.1
CERTIFICATIONS
I, Carsten Kjems Falk, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2021 of Wikisoft Corp.; |
| | |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| | |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have: |
| | |
| | a. | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| | | |
| | b. | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| | | |
| | c. | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| | | |
| | d. | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and; |
| | | |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions); |
| | |
| | a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| | | |
| | b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls. |
| Dated: August 11, 2021 | | /s/ Carsten Kjems Falk | |
| | | Carsten Kjems Falk | |
| | | Chief Executive Officer | |
| | | (principal executive officer, principal financial and accounting officer) | |
EXHIBIT 13.2
CERTIFICATIONS
I, Carsten Kjems Falk, certify that;
| 1. | | I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 of Wikisoft Corp. (the “registrant”); |
| 2. | | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c. | | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d. | | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a. | | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b. | | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: August 11, 2021
/s/ Carsten Kjems Falk
By: Carsten Kjems Falk
Title: Chief Financial Officer
EXHIBIT 32.1
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Wikisoft Corp. (the “Company”) for the fiscal quarter ended June 30, 2021 as filed with the Securities and Exchange Commission (the “Report”), I, Carsten Kjems Falk, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| | |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Dated: August 11, 2021 | | /s/ Carsten Kjems Falk | |
| | | Carsten Kjems Falk | |
| | | Chief Executive Officer | |
| | | (principal executive officer, principal financial and accounting officer) | |
This certification accompanies this Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.
