World Scan Project, Inc. Files 2023 10-K

TL;DR

World Scan Project, Inc. filed its 2023 10-K. Check financials for computer wholesale biz.

AI Summary

World Scan Project, Inc. filed its 10-K for the fiscal year ending October 31, 2023. The company, based in Tokyo, Japan, operates in the wholesale of computer and peripheral equipment and software. The filing covers financial data and business operations for the period.

Why It Matters

This 10-K filing provides a comprehensive overview of World Scan Project, Inc.'s financial health and operational status for the fiscal year 2023, crucial for investors and stakeholders to assess the company's performance and future prospects.

Risk Assessment

Risk Level: low — The provided text is a standard 10-K filing header and does not contain specific financial performance details or forward-looking statements that would indicate a high-risk level.

Key Players & Entities

• World Scan Project, Inc. (company) — Filer of the 10-K
• 20231031 (date) — Fiscal year end date
• 20241119 (date) — Filing date
• 0001813744 (company) — Central Index Key for World Scan Project, Inc.
• WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] (industry) — Standard Industrial Classification
• TOKYO (location) — City of business address

FAQ

Key Financial Figures

• $0.0001 — ch our share are traded Common Stock, $0.0001 Series A Preferred Stock, $0.0001 N
• $2,000 — Series A Preferred Stock, is valued at $2,000. On October 25, 2019, Ryohei Uetaki wa
• $323,675 — otal to these shareholders and received $323,675 as aggregate consideration. At the time
• $1,500,000 — otal to these shareholders and received $1,500,000 as aggregate consideration. At the time
• $240,000 — otal to these shareholders and received $240,000 as aggregate consideration. At the time
• $3,000 — The consulting fee due to Pine Hill is $3,000 per month. As of October 31, 2023, ther
• $1,569 — ake V Holdings Co., Ltd, JPY 200,000 $1,569 January 22, 2020 December 31, 2024
• $4,725 — roperty Design Co., Ltd, JPY 601,920 $4,725 June 28, , 2021 October 26, 2025
• $4,561 — roperty Design Co., Ltd, JPY 581,058 $4,561 June 28, 2021 September 30, 2025
• $4,926 — Property Design Co., Ltd, JPY627,575 $4,926 August 27, 2021 December 2, 2025 K
• $2,553 — roperty Design Co., Ltd, JPY 325,325 $2,553 February 1, 2022 April 1, 2026 Ten
• $8,242 — poration Tenshodo Co. JPY 1,050,000 $8,242 October 30, 2021 November 18, 2031
• $0 — red stock were all issued at par value, $0.0001, having a total value of $2,000. N
• $5,698,883 — h and cash equivalents in the amount of $5,698,883. Currently, our cash balance is suffici
• $30,986,882 — g. Revenues We recorded revenues of $30,986,882 for the year ended October 31, 2023. We

Filing Documents

• wdsp_10k23t.htm (10-K) — 644KB
• ex31_wsp10k.htm (EX-31) — 16KB
• ex32_wsp10k.htm (EX-32) — 7KB
• image_010.jpg (GRAPHIC) — 49KB
• image_011.jpg (GRAPHIC) — 40KB
• image_012.jpg (GRAPHIC) — 30KB
• image_013.jpg (GRAPHIC) — 18KB
• image_014.jpg (GRAPHIC) — 50KB
• image_015.jpg (GRAPHIC) — 29KB
• image_016.jpg (GRAPHIC) — 28KB
• image_040.jpg (GRAPHIC) — 8KB
• 0001599916-24-000278.txt ( ) — 3513KB
• wdsp-20231031.xsd (EX-101.SCH) — 33KB
• wdsp-20231031_cal.xml (EX-101.CAL) — 15KB
• wdsp-20231031_def.xml (EX-101.DEF) — 22KB
• wdsp-20231031_lab.xml (EX-101.LAB) — 179KB
• wdsp-20231031_pre.xml (EX-101.PRE) — 133KB
• wdsp_10k23t_htm.xml (XML) — 348KB

Business

Business 1 Item 1A

Risk Factors

Risk Factors 6 Item 1B Unresolved Staff Comments 6 Item 2

Properties

Properties 6 Item 3

Legal Proceedings

Legal Proceedings 6 Item 4 Mine Safety Disclosures 6 PART II Item 5 Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities 7 Item 6

Selected Financial Data

Selected Financial Data 7 Item 7

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 7 Item 7A

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 7 Item 8

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data F1-F10 Item 9 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 8 Item 9A

Controls and Procedures

Controls and Procedures 8 Item 9B Other Information 8 PART III Item 10 Directors, Executive Officers and Corporate Governance 9 Item 11

Executive Compensation

Executive Compensation 10 Item 12

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters 11 Item 13 Certain Relationships and Related Transactions, and Director Independence 11 Item 14 Principal Accounting Fees and Services 11 PART IV Item 15 Exhibits, Financial Statement Schedules 12

Signatures

Signatures 12 Table of Contents

FORWARD LOOKING STATEMENTS

FORWARD LOOKING STATEMENTS Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements". These forward-looking statements generally are identified by the words "believes," "project," "expects," "anticipates," "estimates," "intends," "strategy," "plan," "may," "will," "would," "will be," "will continue," "will likely result," and similar expressions.

Forward-looking statements are based on current expectations

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 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. PART I

Business

Item 1. Business. Corporate History World Scan Project, Inc., a Delaware corporation ("the Company") was incorporated under the laws of the State of Delaware on October 25, 2019. On October 25, 2019, Ryohei Uetaki, our officer and director, paid for expenses involved with the incorporation of the Company with personal funds on behalf of the Company, in exchange for 10,000,000 shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of Series A Preferred stock, par value $0.0001 per share, which issuance was exempt from the registration provisions of Section 5 of the Securities Act under Section 4(2) of such same said act. The value of the stock provided to Mr. Uetaki, based on the par value of $.0001 per share of common stock and Series A Preferred Stock, is valued at $2,000. On October 25, 2019, Ryohei Uetaki was appointed as Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer. On November 18, 2019, Yasumasa Ichikawa was appointed as Chief Technology Officer. On January 25, 2020, the Company entered into and consummated a Share Contribution Agreement with Ryohei Uetaki. Pursuant to this agreement Mr. Uetaki gifted to the Company, at no cost, 300 shares of common stock of World Scan Project Corporation, a Japan corporation ("WSP Japan"), which represented all of its issued and outstanding shares. The Company has since gained a 100% interest in the issued and outstanding shares of WSP Japan's common stock and WSP Japan is now a wholly owned subsidiary of the Company. The Company and WSP Japan were under common control at the time of the acquisition. WSP Japan was incorporated under the laws of Japan on January 22, 2020. Currently, WSP Japan is headquartered in Tokyo, Japan. The Company is an industrial automation equipment manufacturer, designing/developing robots, drones, Web3 infrastructure, IoT equipment and other related products. Our operations currently span across the globe On February 19,

Risk Factors

Item 1A. Risk Factors. As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments. None.

Properties

Item 2. Properties. Our principal executive offices are located at 2-18-23, Nishiwaseda, Shinjuku-Ku, Tokyo, 162-0051, Japan. The following table details the terms of the lease agreements for the various properties leased by the Company. Work space Address Lessee Lessor Monthly Rent Date of Agreement Term (Expiration of Lease) Tokyo Office 2-18-23-2F, Nishiwaseda, Shinjuku-ku, Tokyo, Japan World Scan Project Corporation Make V Holdings Co., Ltd, JPY 200,000 $1,569 January 22, 2020 December 31, 2024 Kojimachi Office 3-5-2-201, Kojimachi, Chiyuda-ku, Tokyo, Japan World Scan Project Corporation Kenedix Property Design Co., Ltd, JPY 601,920 $4,725 June 28, , 2021 October 26, 2025 Kojimachi Office 3-5-2-1112, Kojimachi, Chiyuda-ku, Tokyo, Japan World Scan Project Corporation Kenedix Property Design Co., Ltd, JPY 581,058 $4,561 June 28, 2021 September 30, 2025 Kojimachi Office 3-5-2-610, Kojimachi, Chiyuda-ku, Tokyo, Japan World Scan Project Corporation Kenedix Property Design Co., Ltd, JPY627,575 $4,926 August 27, 2021 December 2, 2025 Kojimachi Office 3-5-2-203, Kojimachi, Chiyuda-ku, Tokyo, Japan World Scan Project Corporation Kenedix Property Design Co., Ltd, JPY 325,325 $2,553 February 1, 2022 April 1, 2026 Tenshodo 4-3-9 12fl. Ginza, Chuo-ku, Tokyo, Japan World Scan Project Corporation Tenshodo Co. JPY 1,050,000 $8,242 October 30, 2021 November 18, 2031 Item 3. Legal Proceedings. From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations. We may become involved in material legal proceedings in the future.

Mine Safety Disclosures

Item 4. Mine Safety Disclosures. Not applicable. -6- Table of Contents PART II

Market for Registrant's

Item 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock was quoted on the over-the-counter market (the "OTC Markets") in the Pink Open Market (the "Pink Market") under the symbol "WDSP". Prior to the filing of this report, due to our delinquent SEC Reporting status, we were demoted by OTC Markets to the "Expert Market" tier. After the filing of this Form 10-K, our Form 10-Q for the quarter ending January 31, 2024, our Form 10-Q for the quarter ending April 30, 2024 and our Form 10-Q for the quarter ending July 31, we believe we will be current with our SEC Reporting obligations. Holders As of the date of this report, and as of our fiscal year end, there are approximately 51 shareholders of record of our common stock and 10,817,350 shares of common stock deemed issued and outstanding. As of the date of this report, and as of our fiscal year end, there is one shareholder of record of our Series A preferred stock and 10,000,000 shares of common stock deemed issued and outstanding. Dividends and Share Repurchases We have not paid any dividends to our shareholder. There are no restrictions which would limit our ability to pay dividends on common equity or that are likely to do so in the future. Issuer Purchases of Equity Securities None. Equity Compensation Plan Information None. Recent Sales of Unregistered Securities On October 25, 2019 the Company issued 10,000,000 shares of restricted Common Stock to Ryohei Uetaki for services rendered to the Company. Additionally, on the same day, it issued 10,000,000 shares of its restricted Series A Preferred Stock to Ryohei Uetaki, also for services rendered. The aforementioned shares of common and preferred stock were all issued at par value, $0.0001, having a total value of $2,000. No monies were exchanged per the issuances and the shares were all exempt from the registration provisions of Section 5 of the Securi

Selected Financial Data

Item 6. Selected Financial Data. No applicable because the Company is a smaller reporting company.

Management's Discussion and Analysis

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. Liquidity and Capital Resources As of October 31, 2023 we had cash and cash equivalents in the amount of $5,698,883. Currently, our cash balance is sufficient to fund our operations without the need for additional funding. Revenues We recorded revenues of $30,986,882 for the year ended October 31, 2023. We recorded revenues of $29,440,341 for the year ended October 31, 2022. Net Income(Loss) We recorded net loss of $3,416,587 for the year ended October 31, 2023. We recorded a net income of $8,908,782 for the year ended October 31, 2022. Cash flow For the year ended October 31, 2023, we had negative cash flows used in operations in the amount of $170,461 as compared to cash flow provided by operations of $4,605,591 for the year ended October 31, 2022. The decrease in operating cash flow is attributed to the net operating loss during this this period, mainly due to R&D expenses (see Note 10). For year ended October 31, 2023, we had negative cash flows from investing activities in the amount of $1,627,412, due mainly to the purchase of investment securities, as compared to cash flow used in investing activities of $227,180 for the year ended October 31, 2022. For the year ended October 31, 2023, we had cash flows provided by financing activities in the amount of $1,862,361, due to the sale of common shares (see Note 12) and deposits received for subscriptions of shares prior to registration, as compared to cash flow provided by financing activities of $0 for the year ended October 31, 2022. Going Concern The Company's financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company demonstrates mixed trends, compared with the previous fiscal years, in our financial statements as

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View this 10-K filing on SEC EDGAR