UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended January 31, 2022
	For the quarterly period ended April 30, 2022
or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _____ to _____

Commission File Number: 000-52362

WORLDWIDE STRATEGIES INC.

(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.)

1961 NW 150 AVENUE, SUITE 205

PEMBROKE PINES, FL

33028

(Address of principal executive offices)

(Zip code)

1 844 500 9974

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(g) of the Act:

Title of each class	Trading Symbol (s)	Name of each exchange on which registered
Common Stock, $0.001 par value	WWSG	OTC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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). Yes ☒ No ☐

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

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act: None

AsSecurities ofregistered ~~March~~pursuant to ~~11,~~Section ~~2022,~~12(g) ~~there were 19,830,679 shares~~ of the ~~registrant’s common stock, $0.001 par value, outstanding.~~Act:

Title of each class	Trading Symbol (s)	Name of each exchange on which registered

Common Stock, $0.001 par value	WWSG	OTC

As of June 9, 2022, there were 19,830,679 shares of the registrant’s common stock, $0.001 par value, outstanding.

TABLE OF CONTENTS

	Part I. Financial Information	Page No.
Item 1.	Financial ~~Statements~~Statement of Worldwide Strategies, Inc.	3
	Balance Sheets - January 31, 2022 (Unaudited) and July 31, 2021	3
	Balance Sheets - April 30, 2022 (Unaudited) and July 31, 2021	3
	Statements of Operations - Three and Six Months Ended January 31, 2022 and 2021 (Unaudited)	4
	Statements of Operations - Three and Nine Months Ended April 30, 2022 and 2021 (Unaudited)	4
	Statement of Changes in Stockholders’ Deficit - Six Months Ended January 31, 2022 and 2021 (Unaudited)	5
	Statement of Changes in Stockholders’ Deficit - Nine Months Ended April 30, 2022 and 2021 (Unaudited)	5
	Statements of Cash Flows - Three and Six Months Ended January 31, 2022 and 2021 (Unaudited)	6
	Statements of Cash Flows - Nine Months Ended April 30, 2022 and 2021 (Unaudited)	6
	Notes to Financial Statements - Three Months Ended January 31, 2022 and 2021 (Unaudited)	7
	Notes to Financial Statements - Nine Months Ended April 30, 2022 and 2021 (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial - Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	12
Item 4.	Controls and Procedures	1213
	Part II. Other Information
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1315
Item 5.	Other Information	1315
Item 6.	Exhibits	1315
SIGNATURES		1416

PART 1. FINANCIAL INFORMATION

Item 1.

Financial Statements

Worldwide Strategies, Inc.

Balance Sheets

~~January~~April 3130, 2022 and July 31, 2021

	January 31, 2022 (Unaudited)			July 31, 2021 (Audited)
	April 30, 2022, (Unaudited)			July 31, 2021 (Audited)
Assets
Current Assets:
Cash	$	–		$	–
Total assets	$	–		$	–
Liabilities and Stockholders' Deficit
Current Liabilities:
Accounts payable	$	42,967		$	42,967
Accrued liabilities		~~400~~411,~~028~~927			375,504
Convertible notes payable, in default		452,406			452,406
Convertible notes payable, related party - in default		40,000			40,000
Total current liabilities		~~935~~947,~~401~~300			910,877
Long term notes payable - related party		3138,~~952~~253			14,577
Total Liabilities		~~967~~985,~~353~~553			925,454
Stockholders' deficit:
Preferred Stock; $.001 par value; 25,000,000 shares authorized
Series A, 5,000,000 shares issued and outstanding		5,000			5,000
Series B, 270,000 shares issued and outstanding		270			270
Common stock, $.001 par value, 975,000,000 shares authorized 19,830,679 shares issued and outstanding, respectively		19,831			19,831
Additional paid-in capital		14,497,273			14,497,273
Accumulated deficit		(15,~~489~~507,~~727~~927	)		(15,447,828	)
Total Stockholders' Deficit		(~~967~~985,~~353~~553	)		(925,454	)
Total Liabilities and Stockholders' Deficit	$	–		$	–

~~See accompanying notes to condensed financial statements.~~3

3Worldwide Strategies, Inc.

~~Worldwide~~Statement ~~Strategies,~~of ~~Inc.~~Operations

~~Statement~~For ofthe ~~Operations~~three and nine months ended April 30, 2022 and 2021

~~For the three and six months ended January 31, 2022 and 2021~~(Unaudited)

(Unaudited)


	Three Months Ended						Nine Months Ended
	April 30,						April 30,
	2022			2021			2022			2021
Operating expenses:
Other general and administrative expenses	$	5,821		$	10,300		$	23,036		$	10,900
Total operating expenses		5,821			10,300			23,036			10,900
Loss from operations		(5,821	)		(10,300	)		(23,036	)		(10,900	)
Other expense:
Interest expense		(12,379	)		(11,900	)		(37,063	)		(35,700	)
Loss before income taxes		(18,200	)		(22,200	)		(60,099	)		(46,600	)
Income tax provision		–			–			–			–
Net loss	$	(18,200	)	$	(22,200	)	$	(60,099	)	$	(46,600	)

Basic loss per share	$	0.00		$	0.00		$	0.00		$	0.00
Diluted loss per share	$	0.00		$	0.00		$	0.00		$	0.00

Basic weighted average common shares outstanding		19,830,679			19,830,679			19,830,679			19,830,679
Diluted weighted average common shares outstanding		19,830,679			19,830,679			19,830,679			19,830,679

	Three Months Ended January 31,						Six Months Ended January 31,
	2022			2021			2022			2021
Operating expenses:
Other general and administrative expenses	$	3,330		$	300		$	17,215		$	600
Total operating expenses		3,330			300			17,215			600
Loss from operations		(3,330	)		(300	)		(17,215	)		(600	)
Other expense:
Interest expense		(12,463	)		(11,900	)		(24,684	)		(23,800	)
Total other expenses		(12,463	)		(11,900	)		(24,684	)		(23,800	)
Loss before income taxes		(15,793	)		(12,200	)		(41,899	)		(24,400	)
Income tax provision		–			–			–			–
Net loss	$	(15,793	)	$	(12,200	)	$	(41,899	)	$	(24,400	)
Basic and diluted loss per share	$	0.00		$	0.00		$	0.00		$	0.00
Basic and diluted weighted average common shares outstanding		19,830,679			19,830,679			19,830,679			19,830,679

~~See~~Worldwide ~~accompanying~~Strategies, ~~notes to condensed financial statements~~Inc.

4Statement of Changes in Stockholders’ Deficit

~~Worldwide~~For ~~Strategies~~the three and nine months ended April 30, 2022 ~~Inc.~~and 2021

~~Statement of Changes in Stockholders’ Deficit~~(Unaudited)

For the three and six months ended January, 2021 and 2020


	Preferred Stock							Common Stock
		Series A			Series B
		Shares		Par Value	Shares		Par Value		Shares		Par Value		Additional Paid-In Capital		Accumulated Deficit			Total

Balance July 31, 2020		1,491,743	$	1,492	270,000	$	270		19,830,679	$	19,831	$	13,185,185	$	(14,070,055	)	$	(863,277	)
Net Loss		–		–	–		–		–		–		–		(12,200	)		(12,200	)
Balance October 31, 2020		1,491,743	$	1,492	270,000	$	270		19,830,679	$	19,831	$	13,185,185	$	(14,082,255	)	$	(875,477	)
Net Loss		–		–	–		–		–		–		–		(12,200	)		(12,200	)
Balance January 31, 2021		1,491,743	$	1,492	270,000	$	270		19,830,679	$	19,831	$	13,185,185	$	(14,094,455	)	$	(887,677	)
Net Loss		–		–	–		–		–		–		–		(22,200	)		(22,200	)
Balance April 30, 2021		1,491,743	$	1,492	270,000	$	270		19,830,679	$	19,831	$	13,185,185	$	(14,116,655	)	$	(909,877	)

(Unaudited)

	Preferred Stock							Common Stock
		Series A			Series B
		Shares		Par Value	Shares		Par Value		Shares		Par Value		Additional Paid-In Capital		Accumulated Deficit			Total
Balance at July 31, 2021		5,000,000	$	5,000	270,000	$	270		19,830,679	$	19,831	$	14,497,273	$	(15,447,828	)	$	(925,454	)
Net Loss		–		–	–		–		–		–		–		(26,106	)		(26,106	)
Balance October 31, 2021		5,000,000	$	5,000	270,000	$	270		19,830,679	$	19,831	$	14,497,273	$	(15,473,934	)	$	(951,560	)
Net Loss		–		–	–		–		–		–		–		(15,793	)		(15,793	)
Balance January 31, 2022		1,491,743	$	5,000	270,000	$	270		19,830,679	$	19,831	$	14,497,273	$	(15,489,727	)	$	(967,353	)
Net Loss		–		–	–		–		–		–		–		(18,200	)		(18,200	)
Balance April 30, 2022		1,491,743	$	5,000	270,000	$	270		19,830,679	$	19,831	$	14,497,273	$	(15,507,927	)	$	(985,553	)

	Preferred Stock								Common Stock
	Series A				Series B
	Shares		Par Value		Shares		Par Value		Shares		Par Value		Additional Paid-In Capital		Accumulated Deficit			Total
Balance July 31, 2020		1,491,743	$	1,492		270,000	$	270		19,830,679	$	19,831	$	13,185,185	$	(14,070,055	)	$	(863,277	)
Net Loss		–		–		–		–		–		–		–		(12,200	)		(12,200	)
Balance October 31, 2020		1,491,743	$	1,492		270,000	$	270		19,830,679	$	19,831	$	13,185,185	$	(14,082,255	)	$	(875,477	)
Net Loss		–		–		–		–		–		–		–		(12,200	)		(12,200	)
Balance January 31, 2021		1,491,743	$	1,492		270,000	$	270		19,830,679	$	19,831	$	13,185,185	$	(14,094,455	)	$	(887,677	)

	Preferred Stock								Common Stock
	Series A				Series B
	Shares		Par Value		Shares		Par Value		Shares		Par Value		Additional Paid-In Capital		Accumulated Deficit			Total
Balance at July 31, 2021		5,000,000	$	5,000		270,000	$	270		19,830,679	$	19,831	$	14,497,273	$	(15,447,828	)	$	(925,454	)
Net Loss		–		–		–		–		–		–		–		(26,106	)		(26,106	)
Balance October 31, 2021		5,000,000	$	5,000		270,000	$	270		19,830,679	$	19,831	$	14,497,273	$	(15,473,934	)	$	(951,560	)
Net Loss		–		–		–		–		–		–		–		(15,793	)		(15,793	)
Balance January 31, 2022		1,491,743	$	1,492		270,000	$	270		19,830,679	$	19,831	$	13,185,185	$	(15,489,727	)	$	(967,353	)

Worldwide Strategies, Inc.

~~See~~Statement ~~accompanying~~of ~~notes~~Cash ~~to condensed financial statements.~~Flows

5For the nine months ended April 30, 2022 and 2021

Worldwide Strategies, Inc.


	Nine Months Ended April 30,
	2022			2021
Cash flows from operating activities:
Net loss	$	(60,099	)	$	(46,600	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock Based Compensation		–			–
Accrued liabilities		36,423			42,700
Net cash used in operating activities		(23,676	)		(3,900	)

Cash flows from financing activities:
Related party loans		23,676			3,900
Net cash provided by financing activities		23,676			3,900

Net increase in cash		–			–

Cash, beginning of period		–			–
Cash, end of period	$	–		$	–

Supplemental disclosure of cash flow information:

Cash paid for taxes	$	–		$	–

Cash paid for interest	$	–		$	–

~~Statement of Cash Flows~~6

~~For~~Worldwide ~~the six months ended January 31~~Strategies, ~~2022 and 2021~~Inc.

~~(Unaudited)~~NOTES TO FINANCIAL STATEMENTS

	Six Months Ended January 31,
	2022			2021
Cash flows from operating activities:
Net loss	$	(41,899	)	$	(24,400	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock Based Compensation		–			–
Accrued liabilities		24,524			23,800
Net cash used in operating activities		(17,375	)		(600	)
Cash flows from financing activities:
Related party loans		17,375			600
Net cash provided by financing activities		17,375			600
Net increase in cash		–			–
Cash, beginning of period		–			–
Cash, end of period	$	–		$	–
Supplemental disclosure of cash flow information:
Cash paid for taxes	$	–		$	–
Cash paid for interest	$	–		$	–

FOR THE NINE MONTHS ENDED APRIL 30, 2022 and 2021

~~See accompanying notes to condensed financial statements.~~(Unaudited)

6Note 1 – Organization and Basis of Presentation

~~Worldwide~~Organization ~~Strategies,~~and ~~Inc.~~Basis of Presentation

~~NOTES~~Worldwide TOStrategies ~~FINANCIAL~~Incorporated ~~STATEMENTS~~(“WWSG” or the “Company”) was incorporated under the laws of the State of Nevada on April 6, 1998 and ceased operations in 2015. The Company fully impaired all assets since the shutdown of its operations in 2015. On May 7, 2019, the eight judicial District Court of Nevada appointed Small Cap Compliance, LLC (“Custodian”) as custodian for Worldwide Strategies Incorporated., proper notice having been given to the officers and directors of Worldwide Strategies Incorporated with no opposition. On July 10, 2019, the Company filed a Certificate of Reinstatement with the state of Nevada.

~~FOR~~The ~~THE~~accompanying ~~THREE~~financial ~~MONTHS~~statements are ~~ENDED~~prepared ~~JANUARY~~on 31the basis of accounting principles generally accepted in the United States of America (“GAAP”) and have been prepared assuming the continuation of the Company as a going concern. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and is dependent on debt and equity financing to fund its operations. Management of the Company is making efforts to raise additional funding until a registration statement relating to an equity funding facility is in effect. While management of the Company believes that it will be successful in its capital formation and planned operating activities, ~~2022~~there can be no assurance that the Company will be able to raise additional equity capital or be successful in the development and ~~2021~~commercialization of the products it develops or initiates collaboration agreements thereon. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

~~(Unaudited)~~Note 2 – Summary of significant accounting policies

~~Note~~Cash ~~1 – Organization~~ and ~~Basis of~~Cash ~~Presentation,~~ Equivalents

~~Organization~~The Company doesn’t maintain any bank accounts and ~~Basis~~does not have any cash in hand. For day-to-day business activities, the Company depends upon the directors’ personal accounts. For purposes of ~~Presentation~~reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.

~~Worldwide~~Use ~~Strategies Incorporated (“WWSG” or the “Company”) was incorporated under the laws~~ of the State of Nevada on April 6, 1998 and ceased operations in 2015. The Company fully impaired all assets since the shutdown of its operations in 2015. On May 7, 2019, the eight judicial District Court of Nevada appointed Small Cap Compliance, LLC (“Custodian”) as custodian for Worldwide Strategies Incorporated., proper notice having been given to the officers and directors of Worldwide Strategies Incorporated with no opposition. On July 10, 2019, the Company filed a Certificate of Reinstatement with the state of Nevada.Estimates

The ~~accompanying~~preparation of financial statements ~~are~~ ~~prepared~~in onconformity ~~the~~with ~~basis of~~ accounting principles generally accepted in the United States of America ~~(“GAAP”)~~requires ~~and~~management to ~~have~~make ~~been prepared~~estimates ~~assuming~~and ~~the~~assumptions ~~continuation~~that ofaffect the ~~Company~~reported asamounts ~~a going concern. The Company has not yet established an ongoing source~~ of ~~revenues sufficient~~assets ~~to cover its operating costs~~ and isliabilities ~~dependent on debt~~ and ~~equity~~disclosure ~~financing to fund its operations. Management~~ of ~~the~~contingent ~~Company is~~assets making efforts to raise additional funding until a registration statement relating to an equity funding facility is in effect. While management of the Company believes that it will be successful in its capital formation and ~~planned operating activities, there can be~~liabilities noat ~~assurance that~~ the ~~Company~~date ~~will be able to raise additional equity capital or be successful in the development and commercialization~~ of the ~~products it develops or initiates collaboration agreements thereon. The accompanying~~ financial statements doand ~~not include any adjustments to reflect~~ the ~~possible~~reported ~~future~~amounts ~~effects~~of onrevenue ~~the recoverability~~ and ~~classification~~expenses ofduring ~~assets or~~ the ~~amounts~~reporting ~~and~~period. ~~classification~~Actual ofresults ~~liabilities~~could ~~that~~differ ~~may result~~ from ~~the~~those ~~possible inability of the Company to continue as a going concern~~estimates.

~~Note~~Loss 2per –Common ~~Summary of significant accounting policies~~Share

~~Cash~~Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. As a result, diluted loss per common share is the same as basic loss per common share for the three and ~~Cash~~nine ~~Equivalents~~months ended April 30, 2022 and 2021. Excluded from the weighted average common shares outstanding amount is convertible preferred stock equivalent to 301 million common shares and convertible debt equivalent to 47 million common shares as the effect of these on the computation of net loss per share would have been anti-dilutive.

~~The~~Income Company doesn’t maintain any bank accounts and does not have any cash in hand. For day-to-day business activities, the Company depends upon the directors’ personal accounts. For purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.Taxes

~~Use~~The Company accounts for income taxes pursuant to FASB ASC Topic 740, Income Taxes. Under FASB ASC Topic 740, deferred tax assets and liabilities are determined based on temporary differences between the bases of ~~Estimates~~certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

The preparation of 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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.7

~~Loss~~The ~~per~~Company ~~Common~~maintains ~~Share~~a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal tax laws.

~~Net~~Changes ~~loss~~in ~~per~~circumstances, ~~common~~such ~~share~~as ~~is computed~~the byCompany ~~dividing~~generating ~~net~~taxable ~~loss~~income, bycould ~~the~~cause ~~weighted average number of common shares outstanding for the period. As~~ a ~~result,~~change ~~diluted~~in ~~loss~~judgment ~~per~~about ~~common share is~~ the ~~same~~reliability asof ~~basic loss per common share for~~ the ~~three~~related ~~and~~deferred ~~six~~tax ~~months ended January 31, 2022 and 2021~~asset. ~~Excluded~~Any ~~from~~change in the ~~weighted average~~valuation ~~common~~allowance ~~shares~~will ~~outstanding~~be ~~amount~~included isin ~~convertible~~income ~~preferred~~in ~~stock equivalent to 301,250,000 and convertible debt equivalent to 45,393,500 common shares as~~ the ~~effect~~year of ~~these on~~ the ~~computation~~change ofin ~~net loss per share would have been anti-dilutive~~estimate.

~~Income~~Fair ~~Taxes~~Value of Financial Instruments

~~The Company accounts for income taxes pursuant to FASB~~ ASC ~~Topic~~820 ~~740, Income~~defines ~~Taxes.~~fair ~~Under FASB ASC Topic 740~~value, ~~deferred tax assets and liabilities are determined~~establishes ~~based~~a onthree-level ~~temporary~~valuation ~~differences~~hierarchy ~~between~~for ~~the~~disclosures ~~bases~~ of ~~certain~~fair ~~assets~~value measurement and ~~liabilities~~enhances ~~for~~disclosure ~~income~~requirements ~~tax~~for ~~and~~fair ~~financial~~value ~~reporting purposes~~measures. ~~The~~ ~~deferred~~The ~~tax~~three ~~assets~~levels ~~and liabilities~~ are ~~classified~~defined ~~according~~as ~~to the financial statement classification of the assets and liabilities generating the differences.~~follows:

~~The~~☐ ~~Company~~Level ~~maintains~~1 ainputs to the valuation ~~allowance with~~methodology ~~respect~~are toquoted ~~deferred~~prices ~~tax~~(unadjusted) for identical assets or liabilities in active markets. ~~The~~☐ ~~Company~~Level ~~establishes~~2 ainputs to the valuation ~~allowance~~methodology ~~based~~include ~~upon~~quoted ~~the~~prices ~~potential~~for ~~likelihood~~similar ofassets ~~realizing~~and ~~the deferred~~liabilities ~~tax~~in ~~asset~~active markets, and ~~taking~~inputs ~~into~~that ~~consideration~~are observable for the ~~Company’s~~asset ~~financial~~or ~~position~~liability, ~~and~~either ~~results~~directly ofor ~~operations~~indirectly, for substantially the ~~current~~full ~~period. Future~~term ~~realization~~ of the ~~deferred~~financial ~~tax~~instrument. ~~benefit~~☐ ~~depends~~Level on3 ~~the~~inputs ~~existence~~to ofvaluation ~~sufficient~~methodology ~~taxable~~are ~~income~~unobservable ~~within~~and ~~the~~significant ~~carry-forward~~to ~~period under~~ the ~~Federal~~fair ~~tax laws~~measurement.

7The following tables represent our assets and liabilities by level measured at fair value on a recurring basis at April 30, 2022 and July 31, 2021:

Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the reliability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.

Fair Value Measurements at April 30, 2022

Level 1

Level 2

Level 3

Description

Convertible Debt

–

492,406

–

Total Liabilities

–

492,406

–

Totals

–

492,406

–

Fair Value of Financial Instruments

Fair Value Measurements at July 31, 2021

Level 1

Level 2

Level 3

Description

Convertible Debt

–

492,406

–

Total Liabilities

–

492,406

–

Totals

–

492,406

–

OnRecent ~~August~~Accounting 1, 2012, the Company adopted ASC 820, Fair Value Measurements and Disclosures. ASC 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:Pronouncements

·The ~~Level~~Company 1reviewed ~~inputs~~all to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. · Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active marketsrecently issued, ~~and~~but ~~inputs~~not ~~that~~yet ~~are observable for the asset or liability~~effective, ~~either~~accounting ~~directly~~pronouncements orand ~~indirectly,~~we ~~for~~do ~~substantially~~not ~~the~~believe ~~full~~any ~~term~~ of ~~the~~these ~~financial~~pronouncements ~~instrument.~~will ·have ~~Level~~a 3material ~~inputs~~impact on ~~to valuation methodology are unobservable and significant to~~ the ~~fair measurement~~Company.

~~The~~Note ~~following tables represent our assets~~3- ~~and~~Going ~~liabilities by level measured at fair value on a recurring basis at January 31, 2022 and July 31, 2021:~~Concern

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

Fair Value Measurements at January 31, 2022

Level 1

Level 2

Level 3

Description

Convertible Debt

–

492,406

–

Total Liabilities

–

492,406

–

Totals

–

492,406

–

For the nine months ended April 30, 2022 we incurred net losses of approximately $60,099. As of April 30, 2022, we had no cash on hand and current liabilities of approximately $1 million. As of July 31, 2021, we had no cash on hand and current liabilities of $0.9 million. These losses combined with our current liabilities cast significant doubt on the company’s ability to operate under the going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with loans from directors and/or private placement of common stock. The failure to achieve the necessary levels of profitability or obtaining additional funding would be detrimental to the Company.

Fair Value Measurements at July 31, 2021

Level 1

Level 2

Level 3

Description

Convertible Debt

–

492,406

–

Total Liabilities

–

492,406

–

Totals

–

492,406

–

~~Reclassifications~~Note 4 – Related party transactions

~~Certain~~Our ~~reclassifications~~CEO and CFO incurred expenses on ~~have~~behalf ~~been~~of ~~made~~the Company amounting to approximately $6,000 during the ~~prior~~three ~~year~~months ~~presentation~~ending toApril ~~conform~~30, 2022. As of April 30, 2022 total amounts due to ~~the~~our ~~current~~CEO ~~year~~and ~~presentation~~CFO are approximately $38,000. These amounts are due on June 30, 2023 and bear interest at eight percent per annum.

~~Recent~~As ~~Accounting~~of ~~Pronouncements~~April 30, 2022 and July 31, 2021, the Company had a convertible promissory note in the principal outstanding balance of $40,000, payable to a shareholder. Such note bears interest at nine percent per annum with a maturity date of July 31, 2015. The principal and accrued interest is convertible, at the option of the holder, into common shares at $.01 per share.

~~The~~Note ~~Company~~5 ~~reviewed~~– ~~all~~Convertible ~~the recently~~Notes ~~issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.~~ Payable

~~Note~~The 3-Company has convertible promissory ~~Going~~notes ~~Concern~~that in the aggregate result in a principal outstanding balance of $160,750 as of April 30, 2022 and July 31, 2021, respectively. Interest on these notes range from nine to ten percent per annum and such notes had maturity dates of July 31, 2015. The principal and accrued interest is convertible, at the option of the holder, into common shares at $.01 per share.

~~For~~The ~~the~~Company ~~three~~has ~~months~~convertible ~~ended January 31,~~promissory ~~2022~~notes ~~and~~that ~~2021~~in wethe ~~incurred~~aggregate ~~net~~result ~~losses~~in ofa ~~approximately~~principal ~~$16,000~~outstanding ~~and~~balance of $12157,~~000~~945 ~~respectively.~~as As of ~~January~~April 3130, 2022, ~~we had no cash on hand~~ and ~~current liabilities of approximately $1 million. As of~~ July 31, 2021, ~~we had no cash on hand and current liabilities of $0~~respectively.~~9 million.~~ ~~These~~Interest ~~losses combined with our current liabilities cast significant doubt~~ on ~~the~~these ~~company’s~~notes ~~ability~~range tofrom ~~operate~~eight ~~under the going concern. The ability~~ to ~~continue~~ten aspercent aper ~~going~~annum ~~concern is dependent upon the Company generating profitable operations in the future~~ and~~/or~~ ~~obtaining the~~such ~~necessary~~notes ~~financing~~had tomaturity ~~meet~~dates ~~its~~of ~~obligations~~July ~~and~~31, ~~repay its liabilities arising from normal business operations when they come due~~2015. ~~Management~~ ~~intends~~The toprincipal ~~finance operating costs over the next twelve months with loans from directors~~ and~~/or private placement of common~~ ~~stock.~~accrued ~~The~~interest ~~failure~~is toconvertible, ~~achieve~~at the ~~necessary~~option ~~levels~~ of ~~profitability~~the orholder, ~~obtaining~~into ~~additional~~common ~~funding~~shares ~~would~~at be$.04 ~~detrimental~~per ~~to the Company~~share.

~~Note~~The 4Company –has ~~Related~~convertible ~~party~~promissory notes ~~transactions~~that in the aggregate result in a principal outstanding balance of $50,000 as of April 30, 2022 and July 31, 2021, respectively. Interest on these notes are 8% per annum and such notes had maturity date of March 31, 2015. The principal and accrued interest is convertible, at the option of the holder, into non-restricted common stock in an amount equal to the total sum due, based on a mutually agreed discount (not to exceed 50%) to the then market price.

The Company’s ~~CFO~~ has ~~provided~~convertible promissory ~~office~~notes ~~space~~that atin ~~no cost to~~ the ~~Company.~~aggregate ~~Our~~result ~~CEO~~in ~~and~~a ~~CFO~~principal ~~incurred~~outstanding ~~expenses~~balance onof ~~behalf~~$44,711 as of ~~the~~April ~~Company~~30, ~~amounting~~2022 toand ~~approximately~~July $331,~~000~~ ~~during~~2021, respectively. ~~the~~Interest ~~three~~on ~~months~~these ~~ending~~notes ~~January~~are ~~31,~~10% ~~2022.~~per Asannum ofand ~~January~~such ~~31,~~notes ~~2022~~had ~~total~~maturity ~~amounts~~dates ~~due~~ranging from July 31, 2015 to ~~our~~December ~~CEO~~31, 2015. The principal and ~~CFO~~accrued ~~are~~interest ~~approximately~~is ~~$32~~convertible,~~000.~~ ~~These amounts~~at ~~are~~the ~~due~~option onof ~~June~~the 30holder, ~~2023~~into ~~and~~common ~~bear~~shares ~~interest~~ at ~~eight~~$.07 ~~percent~~ per ~~annum~~share.

8The Company has convertible promissory notes that in the aggregate result in a principal outstanding balance of $39,000 as of April 30, 2022 and July 31, 2021, respectively. Interest on these notes are 10% per annum and such notes had maturity dates ranging from July 31, 2015 to December 31, 2015. The principal and accrued interest is convertible, at the option of the holder, into common shares at $.10 per share.

AsAccrued ofinterest ~~January~~on ~~31,~~such ~~2022~~notes ~~and July 31,~~total ~~2021~~$411,927 ~~the~~and ~~Company had a convertible promissory note in the principal outstanding balance of~~ $40375,~~000,~~504 ~~payable~~as toof aApril ~~shareholder.~~30, ~~Such~~2022 ~~note bears~~and ~~interest~~July at31, ~~nine~~2021, ~~percent~~respectively ~~per~~and ~~annum~~are ~~with~~included awithin ~~maturity~~accrued ~~date~~liabilities ofon ~~July~~the ~~31,~~accompanying balance ~~2015~~sheet. ~~The~~Based ~~principal~~on ~~and accrued interest is convertible, at~~ the ~~option~~maturity dates of the ~~holder~~promissory notes, ~~into~~all ~~common~~promissory ~~shares~~notes atare ~~$.01~~in ~~per share~~default.

Note 56 – ~~Convertible Notes~~Shareholders’ ~~Payable~~Equity

~~The~~Preferred Company has convertible promissory notes that in the aggregate result in a principal outstanding balance of $160,750 as of January 31, 2022 and July 31, 2021, respectively. Interest on these notes range from nine to ten percent per annum and such notes had maturity dates of July 31, 2015. The principal and accrued interest is convertible, at the option of the holder, into common shares at $.01 per share.stock

The Company has ~~convertible~~two ~~promissory notes~~classes ~~that in the aggregate result in a principal outstanding balance~~ of ~~$157,945~~preferred stock ~~as of January 31, 2022~~ and ~~July~~is ~~31,~~authorized ~~2021, respectively. Interest on these notes range from eight~~ to ~~ten~~issue ~~percent per annum and such notes had maturity dates of July 31~~25, ~~2015. The principal and accrued interest is convertible~~000,000 atshares ~~the option~~ of ~~the~~$.001 ~~holder,~~par ~~into~~value ~~common~~preferred ~~shares at $~~stock.~~04 per share.~~

~~The~~Common Company has convertible promissory notes that in the aggregate result in a principal outstanding balance of $50,000 as of January 31, 2022 and July 31, 2021, respectively. Interest on these notes are 8% per annum and such notes had maturity date of March 31, 2015. The principal and accrued interest is convertible, at the option of the holder, into non-restricted common stock ~~in an amount equal to the total sum due, based on a mutually agreed discount (not to exceed 50%) to the then market price.~~

~~The~~As ~~Company has convertible promissory notes that in the aggregate result in a principal outstanding balance~~ of ~~$44,711~~April ~~as of January 31~~30, 2022 and July 31, 2021, ~~respectively.~~ ~~Interest~~the onCompany ~~these~~was ~~notes~~authorized ~~are~~to ~~10%~~issue ~~per~~975,000,000 ~~annum~~shares ~~and~~of ~~such~~common ~~notes~~stock ~~had~~respectively. ~~maturity~~Total ~~dates~~shares ~~ranging~~outstanding ~~from~~at ~~July~~April 3130, ~~2015~~2022 toand ~~December~~ July 31, ~~2015.~~2021 ~~The~~were ~~principal and accrued interest is convertible~~19, ~~at the option of the holder~~830,679, ~~into common shares at $~~respectively.~~07 per share.~~

The Company has convertible promissory notes that in the aggregate result in a principal outstanding balance of $39,000 as of January 31, 2022 and July 31, 2021, respectively. Interest on these notes are 10% per annum and such notes had maturity dates ranging from July 31, 2015 to December 31, 2015. The principal and accrued interest is convertible, at the option of the holder, into common shares at $.10 per share.9

~~Accrued~~Note ~~interest~~7 on- ~~such~~Income notes total $400,028 and $375,504 as of January 31, 2022 and July 31, 2021, respectively and are included within accrued liabilities on the accompanying balance sheet. Based on the maturity dates of the promissory notes, all promissory notes are in default.taxes

~~Note~~The 6Company –accounts ~~Shareholders’~~for income taxes ~~Equity~~under FASB ASC Topic 740, which requires use of the liability method. FASB ASC Topic 740 provides that deferred tax assets and liabilities are recorded based on the differences the tax basis of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences. As of April 30, 2022, the Company incurred a net operating loss and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets.

~~Preferred~~Based ~~stock~~on the available objective evidence, including the Company's history of losses, management believes it is more likely than not, the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at April 30, 2022 and July 31, 2021. The Company had no uncertain tax positions as of April 30, 2022 and July 31, 2021.

~~The~~Note ~~Company~~8 ~~has~~– two classes of preferred stock and 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.Acquisition

~~Series~~On February 17, 2022, the Company entered into an asset purchase agreement with Fitwell Limited, for the purchase of a copy of its native mobile fitness application, including all source codes and associated databases for use on the iOS and Android platforms. The purchase price for software application is $500,000 and shares of the Company in the amount of $500,000. The purchase is contingent on the Company completing a capital raise, under Regulation A ~~Preferred~~which ~~Stock~~generates no less than $2 million in proceeds to the Company.

The Company is authorized to issue 5,000,000 shares of Convertible Series A Preferred Stock at a par value of $0.001. Each share of Series A Preferred Stock 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.10

~~Series~~Item B2. ~~Preferred~~Management’s ~~Stock~~Discussion and Analysis of Financial Condition and Results of Operations

~~The~~Cautionary ~~Company~~Statement isRegarding ~~authorized~~Forward-Looking to issue 5,000,000 shares of Convertible Series B Preferred Stock at a par value of $0.001. Each share of Series B Preferred Stock is convertible into 1,000 shares of common stock at the election of the holder.Statements

9This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward looking statements. Forward-looking statements are not statements of historical facts, but rather reflect our current expectations concerning future events and results. The words “may,” “will,” “anticipate,” “should,” “would,” “believe,” “contemplate,” “could,” “project,” “predict,” “expect,” “estimate,” “continue,” and “intend,” as well as other similar words and expressions of the future, are intended to identify forward-looking statements.

~~Common~~Factors ~~stock~~that may cause actual results to differ from those results expressed or implied, include, but are not limited to, those listed under “Risk Factors” in our Registration Statement on Form 10-K for the year ended July 31, 2021 filed by the Company with the Securities and Exchange Commission (the “SEC”) on October 29, 2021.

AsThese offorward-looking ~~January~~statements 31generally relate to our plans, ~~2022~~objectives and ~~July~~expectations 31for future events and include statements about our expectations, beliefs, plans, objectives, ~~2021~~intentions, assumptions and other statements that are not historical facts. These statements are based upon our opinions and estimates as of the ~~Company~~date ~~was~~they ~~authorized~~are made. Although we believe that the expectations reflected in these forward-looking statements are reasonable, such forward-looking statements are subject to ~~issue~~known ~~975~~and unknown risks and uncertainties that may be beyond our control,~~000~~ which could cause actual results,~~000~~ performance and achievements to differ materially from results, performance and achievements projected, expected, expressed or implied by the forward-looking statements. While we cannot assess the future impact that any of these differences could have on our business, financial condition, results of operations and cash flows or the market price of shares of our common stock, ~~respectively~~the differences could be significant. ~~Total~~You ~~shares~~are ~~outstanding~~cautioned atnot ~~January~~to ~~31,~~unduly ~~2022~~rely on such forward-looking statements when evaluating the information presented in this report and you ~~July~~are ~~31,~~urged ~~2021~~to ~~were~~consider 19all such risks and uncertainties. In light of the uncertainty inherent in such forward-looking statements,~~830,679,~~ ~~respectively~~you should not consider their inclusion to be a representation that such forward-looking matters will be achieved.

~~Note~~General ~~7 - Income taxes~~ Overview

~~The~~Results ~~Company accounts for income taxes under FASB ASC Topic 740, which requires use~~ of the liability method. FASB ASC Topic 740 provides that deferred tax assets and liabilities are recorded based on the differences the tax basis of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences. As of January 31, 2022, the Company incurred a net operating loss and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets.operations

~~Based~~Three onmonths ~~the~~ended ~~available~~April ~~objective evidence~~30, ~~including~~ ~~the~~2022 ~~Company's~~compared ~~history of losses, management believes it is more likely than not, the net deferred tax assets will not be fully~~to ~~realizable. Accordingly,~~ the ~~Company~~three ~~provided~~months ~~for~~ended aApril ~~full valuation allowance against its net deferred tax assets at January 31~~30, ~~2022 and July 31,~~ 2021~~. The Company had no uncertain tax positions as of January 31, 2022 and July 31, 2021.~~

~~Note~~Net ~~8 – Acquisition~~ Loss

OnFor ~~May 29, 2021,~~ the ~~Company~~three ~~entered~~months ~~into~~ended aApril ~~binding letter~~30, of2022 ~~intent (the “LOI”) with Fitwell Limited a company organized under the laws of the United Kingdom (“Fitwell”) to acquire Fitwell~~ and ~~its fitness and nutrition app, that same letter of intent expired, pursuant to the terms therein on July 29,~~ 2021~~. Subsequent~~ ~~thereto, on September 24, 2021, the Company entered into a contingent Stock Purchase Agreement (the “Agreement”) with Fitwell pursuant to which~~ we ~~have~~incurred ~~agreed~~net tolosses ~~acquire one hundred percent~~ of ~~issued~~approximately ~~and outstanding shares of Fitwell for a purchase price of~~ $118,~~000,000~~200 ~~payable in cash~~ and ~~our~~$22,200 ~~common stock~~respectively. ~~The Company and Fitwell mutually agreed to rescind the Stock Purchase Agreement.~~

On February 17, 2022, the Company entered into an asset purchase agreement with Fitwell, for the purchase of a copy of its native mobile fitness application, including all source codes and associated databases for use on the iOS and Android platforms. The purchase price for the assets is $500,000 and shares of the Company in the amount of $500,000. The purchase is contingent on the Company completing a capital raise, under Regulation A which generates no less than $2 million in proceeds to the Company.Revenue

10For the three months ended April 30, 2022 and 2021, we generated no revenue.

~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations~~Expenses

~~Cautionary~~For ~~Statement~~the ~~Regarding~~three ~~Forward-Looking~~months ~~Statements~~ended April 30, 2022 we incurred expenses of approximately $18,200 of which approximately $5,800 was primarily related to professional fees and $12,400 was primarily related to interest expense.

~~This~~For ~~report contains “forward-looking statements” within~~ the ~~meaning~~three ofmonths ~~Section~~ended ~~27A~~April ~~of the Securities Act of 1933~~30, ~~as amended (the “Securities Act”), and~~ ~~Section~~2021 ~~21E~~we ofincurred ~~the~~expenses ~~Securities Exchange Act~~ of ~~1934~~approximately $22,200 ~~as amended (the “Exchange Act”). The Private Securities Litigation Reform Act~~ of ~~1995~~which ~~provides~~approximately ~~a “safe harbor” for forward looking statements. Forward-looking statements are not statements of historical facts~~$10,300 ~~but~~was ~~rather~~primarily ~~reflect~~related ~~our~~to ~~current~~professional ~~expectations~~fees ~~concerning future events~~ and ~~results. The words “may~~$11,~~” “will,”~~900 ~~“anticipate,”~~was ~~“should,”~~primarily ~~“would,”~~related “believe,” “contemplate,” “could,” “project,” “predict,” “expect,” “estimate,” “continue,” and “intend,” as well as other similar words and expressions of the future, are intended to ~~identify~~interest ~~forward-looking statements~~expense.

Factors that may cause actual results to differ from those results expressed or implied, include, but are not limited to, those listed under “Risk Factors” in our Registration Statement on Form 10-K for the year ended July 31, 2021 filed by the Company with the Securities and Exchange Commission (the “SEC”) on October 29, 2021.11

~~These~~Nine ~~forward-looking~~months ~~statements~~ended ~~generally relate~~April ~~to our plans~~30, ~~objectives~~2022 ~~and~~compared expectations for future events and include statements about our expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. These statements are based upon our opinions and estimates as of the date they are made. Although we believe that the expectations reflected in these forward-looking statements are reasonable, such forward-looking statements are subject to ~~known and unknown risks and uncertainties that may be beyond our control,~~ ~~which could cause actual results, performance and achievements to differ materially from results, performance and achievements projected, expected, expressed or implied by~~ the ~~forward-looking~~nine ~~statements.~~months ~~While~~ended weApril ~~cannot assess the future impact that any of these differences could have on our business~~30, financial condition, results of operations and cash flows or the market price of shares of our common stock, the differences could be significant. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this report and you are urged to consider all such risks and uncertainties. In light of the uncertainty inherent in such forward-looking statements, you should not consider their inclusion to be a representation that such forward-looking matters will be achieved. 2021

~~General~~Net ~~Overview~~Loss

~~Results~~For the nine months ended April 30, 2022 and 2021 we incurred net losses of ~~operations~~approximately $60,100 and $46,600 respectively.

~~Three months ended January 31, 2022 compared to the three months ended January 31, 2021~~Revenue

~~Net~~For ~~Loss~~the nine months ended April 30, 2022 and 2021, we generated no revenue.

~~For the three months ended January 31, 2022 and 2021 we incurred net losses of approximately $16,000 and $12,000 respectively.~~Expenses

~~Revenue~~For the nine months ended April 30, 2022 we incurred expenses of approximately $60,100 of which approximately $23,000 was primarily related to professional fees and $37,100 was primarily related to interest expense.

For the ~~three~~nine months ended April 30, ~~January~~2021 31incurred expenses of approximately $46,600 ~~2022~~of which approximately $10,900 was primarily related to professional fees and ~~2021~~$35,700 was weprimarily ~~generated~~related noto ~~revenue~~interest expense.

~~Expenses~~Financial condition

~~For~~Liquidity ~~the three months ended January 31, 2022 we incurred expenses of approximately $16,000 of which approximately $3,000 was primarily related to professional fees~~ and ~~$13,000 was~~Capital ~~primarily related to interest expense.~~Resources

~~For~~Currently, ~~the~~we ~~three~~rely ~~months~~on ~~ended~~our management ~~January~~to ~~31, 2021~~provide ~~incurred~~us ~~expenses~~with ofthe ~~approximately~~capital ~~$12,000~~needed ~~which~~to ~~was~~run ~~primarily~~our ~~related~~business toon ~~interest~~a ~~expense~~day-to-day basis.

~~Six~~For the nine months ended ~~January~~April 3130, 2022 ~~compared~~we toincurred net ~~the~~losses ~~six~~of ~~months~~approximately ~~ended~~$60,100. ~~January~~As 31of April 30, ~~2021~~2022 we had no cash on hand and current liabilities of $1 million.

~~Net~~We ~~Loss~~will seek additional funds through equity or debt financing, collaborative or other arrangements with corporate partners, licensees or others, and from other sources, which may have the effect of diluting the holdings of existing shareholders. The Company has no current arrangements with respect to, or sources of, such additional financing and we do not anticipate that existing shareholders will provide any portion of our future financing requirements.

~~For~~No assurance can be given that additional financing will be available when needed or that such financing will be available on terms acceptable to the ~~six~~Company. ~~months~~If ~~ended~~adequate ~~January~~funds 31are not available, ~~2022~~we ~~and~~may ~~2021~~be werequired ~~incurred~~to ~~net~~delay ~~losses~~or terminate expenditures for certain of ~~approximately~~its ~~$42,000~~programs that it would otherwise seek to develop and ~~$24,000~~commercialize. This ~~respectively~~would have a material adverse effect on the Company.

11Item 3. Quantitative and Qualitative Disclosures About Market Risk

~~Revenue~~Not required.

~~For the six months ended January 31, 2022 and 2021, we generated no revenue.~~12

~~Expenses~~Item 4. Controls and Procedures

~~For~~The ~~the~~Company’s ~~six~~principal executive ~~months~~officer ~~ended~~and ~~January~~principal 31financial officer, ~~2022~~ wewith ~~incurred~~the ~~expenses~~assistance of ~~approximately~~other ~~$42,000~~members of ~~which~~the ~~approximately~~Company’s ~~$17~~management,~~000~~ ~~was~~have ~~primarily~~evaluated the ~~related~~effectiveness toof ~~professional~~the ~~fees~~design and ~~$25~~operation of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report. Based upon such evaluation,~~000~~ ~~was~~the ~~primarily~~Company’s ~~related~~principal toexecutive ~~interest~~officer ~~expense~~and principal financial officer have concluded that the Company’s disclosure controls and procedures are not effective as of the end of the period covered by this quarterly report.

~~For~~The Company’s principal executive officer and principal financial officer have also concluded that there was no change in the ~~six~~Company’s ~~months~~internal ~~ended~~control over ~~January~~financial ~~31,~~reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended April ~~2021~~30, ~~incurred~~2022 ~~expenses~~that ofhas ~~approximately~~materially ~~$24~~affected,~~000~~ ~~which~~or ~~was~~is ~~primarily~~reasonably ~~related~~likely to ~~interest~~materially ~~expense~~affect, the Company’s internal control over financial reporting.

~~Financial condition~~13

~~Liquidity~~PART ~~and~~II. ~~Capital~~OTHER ~~Resources~~INFORMATION

~~Currently,~~Item we2. ~~rely~~Unregistered onSales ~~our management~~of toEquity ~~provide~~Securities usand ~~with~~Use ~~the~~of ~~capital needed to run our business on a day-to-day basis~~Proceeds.

~~For~~Purchases ~~the three months ended January 31, 2022 and 2021 we incurred net losses~~ of ~~approximately~~Equity $16,000 and $12,000 respectively. As of January 31, 2022 we had no cash on hand and current liabilities of $1 million. As of July 31, 2021, we had no cash on hand and current liabilities of $0.9 million.Securities

We ~~will~~did ~~seek additional funds through equity or debt financing~~not, ~~collaborative~~ ornor ~~other~~did ~~arrangements~~any ~~with~~affiliated ~~corporate partners~~purchaser, ~~licensees~~make orany ~~others, and from other sources, which may have the effect of~~repurchases ~~diluting the holdings~~ of ~~existing~~our ~~shareholders.~~securities ~~The~~during ~~Company~~the ~~has~~nine nomonths ~~current~~ended ~~arrangements~~April ~~with respect to~~30, ~~or sources of, such additional financing and we do not anticipate that existing shareholders will provide any portion of our future financing requirements~~2022.

NoItem ~~assurance can be given that additional financing will be available when needed or that such financing will be available on terms acceptable to the Company~~5. If ~~adequate~~Other funds are not available, we may be required to delay or terminate expenditures for certain of its programs that it would otherwise seek to develop and commercialize. This would have a material adverse effect on the Company.Information

~~Item 3. Quantitative and Qualitative Disclosures About Market Risk~~None

~~Not~~Item ~~required~~6. Exhibits.

Item 4. Controls and Procedures

Exhibit No.		Description
2.1		Notice of Entry of Order Appointing, Eight Judicial District Court, Clark County, Nevada, Case No.: A-19-791451-P dated May 7, 2019 (Filed as an exhibit to Form 10-12G on June 21, 2021). **
2.2		Notice of Entry of Order Discharging, Eight Judicial District Court, Clark County, Nevada, Case No.: A-19-791451-P dated October 16, 2019 (Filed as an exhibit to Form 10-12G on June 21, 2021). **
3.1		Amended and Restated Articles of Incorporation (Filed as an exhibit to Form SB-2, File No. 333-129398, on November 2, 2005). **
3.2		Amended Bylaws (Filed as an exhibit to Form SB-2, File No. 333-129398, on November 2, 2005). **
3.3		Certificate of Change Pursuant to NRS 78.209 effective July 31, 2007 (Filed as an exhibit to the Form 8-K dated July 31, 2007, filed August 6, 2007). **
3.4		Certificate of Designation Pursuant to NRS 78.1955 effective December 8, 2008 (Filed as an exhibit to Form 8-K dated December 8, 2008, filed December 10, 2008). **
3.5		Amendment to Certificate of Designation Pursuant to NRS 78.1955 effective December 15, 2008 (Filed as an exhibit to the Form 8-K dated December 15, 2008, filed December 17, 2008). **
3.6		Certificate of Reinstatement dated July 10, 2019 (Filed as an exhibit to Form 10-12G on June 21, 2021). **
3.7		Certificate of Designation dated July 10, 2019 (Filed as an exhibit to Form 10-12G on June 21, 2021). **
3.8		Certificate of Amendment by Custodian filed July 10, 2019 (Filed as an exhibit to Form 10-12G on June 21, 2021). **
3.9		Certificate of Amendment Filed July 10, 2019 (Filed as an exhibit to Form 10-12G on June 21, 2021). **
3.11		Certificate of Amendment to the Articles of Incorporation Filed May 26, 2021 (Filed as an exhibit to Form 10-12G on June 21, 2021). **
10		Intellectual Property License Agreement Between Worldwide Strategies Incorporated and Dr. Sandra Kaufmann (Filed as an exhibit to Form 10-12G on June 21, 2021) **
10.1		2005 Stock Plan (Filed as an exhibit to the initial filing of the registration statement on Form SB-2, File No. 333-129398, on November 2, 2005). **
31.1	*	Certification of principal executive officer of the Company, pursuant to Securities Exchange Act Rule 13a-14(a)
31.2	*	Certification of principal financial officer of the Company, pursuant to Securities Exchange Act Rule 13a-14(a)
32.1	*	Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, signed by the principal executive officer of the Company and the principal financial officer of the Company
101.INS	**	XBRL Instance Document
101.SCH	**	XBRL Taxonomy Extension Schema Document
101.CAL	**	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	**	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	**	XBRL Extension Labels Linkbase Document
101.PRE	**	XBRL Taxonomy Extension Presentation Linkbase Document

~~The~~*Filed Company’s principal executive officer and principal financial officer, with the assistance of other members of the Company’s management, have evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report. Based upon such evaluation, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures are not effective as of the end of the period covered by this quarterly report.herewith

~~The~~**Pursuant ~~Company’s~~to ~~principal executive~~Rule ~~officer~~406T ~~and~~of ~~principal~~Regulation S-T, ~~financial~~these ~~officer~~interactive ~~have~~data ~~also~~files ~~concluded~~are ~~that~~deemed ~~there~~not ~~was~~filed noor ~~change~~part inof ~~the~~a ~~Company’s~~registration ~~internal~~statement ~~control over~~or ~~financial~~prospectus ~~reporting~~for ~~(as~~purposes ~~such~~of ~~term~~Sections is11 ~~defined~~or 12 inof ~~Rule 13a-15(f) under~~ the ~~Exchange~~Securities Act) ~~that~~of ~~occurred~~1933 ~~during~~or ~~the~~Section ~~quarter~~18 ~~ended~~of ~~January 31,~~the ~~2022~~Securities ~~that~~Act ~~has~~of ~~materially~~1934 ~~affected,~~and orotherwise isare ~~reasonably~~not ~~likely~~subject to ~~materially affect, the Company’s internal control over financial reporting~~liability.

1215

~~PART II. OTHER INFORMATION~~SIGNATURES

~~Item~~Pursuant 2.to ~~Unregistered~~the ~~Sales~~requirements of the ~~Equity~~ Securities ~~and~~Exchange ~~Use~~Act of ~~Proceeds~~1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Purchases of Equity Securities

	WORLDWIDE STRATEGIES, INC.

Date: June 14, 2022	By:	/s/ ADAM LAUFER
		Name:	Adam Laufer
		Title:	Chief Executive Officer (Principal Executive Officer)

We did not, nor did any affiliated purchaser, make any repurchases of our securities during the six months ended January 31, 2022.

Date: June 14, 2022

By:

/s/ PAVAN CHARAN

Name:

Pavan Charan

Title:

Chief Financial Officer and Principal
Accounting Officer

(Principal Financial Officer)

~~Item 5. Other Information~~16

None

Item 6. Exhibits.

Exhibit No.		Description
2.1		Notice of Entry of Order Appointing, Eight Judicial District Court, Clark County, Nevada, Case No.: A-19-791451-P dated May 7, 2019 (Filed as an exhibit to Form 10-12G on June 21, 2021).
2.2		Notice of Entry of Order Discharging, Eight Judicial District Court, Clark County, Nevada, Case No.: A-19-791451-P dated October 16, 2019 (Filed as an exhibit to Form 10-12G on June 21, 2021).
3.1		Amended and Restated Articles of Incorporation (Filed as an exhibit to Form SB-2, File No. 333-129398, on November 2, 2005).
3.2		Amended Bylaws (Filed as an exhibit to Form SB-2, File No. 333-129398, on November 2, 2005).
3.3		Certificate of Change Pursuant to NRS 78.209 effective July 31, 2007 (Filed as an exhibit to the Form 8-K dated July 31, 2007, filed August 6, 2007).
3.4		Certificate of Designation Pursuant to NRS 78.1955 effective December 8, 2008 (Filed as an exhibit to Form 8-K dated December 8, 2008, filed December 10, 2008).
3.5		Amendment to Certificate of Designation Pursuant to NRS 78.1955 effective December 15, 2008 (Filed as an exhibit to the Form 8-K dated December 15, 2008, filed December 17, 2008).
3.6		Certificate of Reinstatement dated July 10, 2019 (Filed as an exhibit to Form 10-12G on June 21, 2021).
3.7		Certificate of Designation dated July 10, 2019 (Filed as an exhibit to Form 10-12G on June 21, 2021).
3.8		Certificate of Amendment by Custodian filed July 10, 2019 (Filed as an exhibit to Form 10-12G on June 21, 2021).
3.9		Certificate of Amendment Filed July 10, 2019 (Filed as an exhibit to Form 10-12G on June 21, 2021).
3.11		Certificate of Amendment to the Articles of Incorporation Filed May 26, 2021 (Filed as an exhibit to Form 10-12G on June 21, 2021).
10		Intellectual Property License Agreement Between Worldwide Strategies Incorporated and Dr. Sandra Kaufmann (Filed as an exhibit to Form 10-12G on June 21, 2021)
10.1		2005 Stock Plan (Filed as an exhibit to the initial filing of the registration statement on Form SB-2, File No. 333-129398, on November 2, 2005).
21.1	*	List of Subsidiaries
24.1		Power of Attorney
31.1	*	Certification of principal executive officer of the Company, pursuant to Securities Exchange Act Rule 13a-14(a)
31.2	*	Certification of principal financial officer of the Company, pursuant to Securities Exchange Act Rule 13a-14(a)
32.1	*	Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, signed by the principal executive officer of the Company and the principal financial officer of the Company
101.INS	*	Inline XBRL Instance Document
101.SCH	*	Inline XBRL Taxonomy Extension Schema Document
101.CAL	*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	*	lnline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	*	Inline XBRL Extension Labels Linkbase Document
101.PRE	*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101).

*Filed herewith

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.

WORLDWIDE STRATEGIES, INC. By: /s/ ADAM LAUFER Name: Adam LauferTitle: Chief Executive Officer (Principal Executive Officer)

Date: March 15, 2022

WORLDWIDE STRATEGIES, INC. By: /s/ PAVAN CHARAN Name: Pavan CharanTitle: Chief Financial Officer and Principal Accounting Officer (Principal Financial Officer)

Date: March 15, 2022

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