Management Operation Plan
The following discussion contains forward-looking statements. Forward-looking statements give our current expectations or predictions of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use words such as “anticipate”, “estimate”, “expect”, “project”, “intend”, “plan”, “believe”, and other meaningful words and terms similar in connection with any discussion of future operations or financial performance. From time to time, we may also provide forward-looking statements in other documents that we release to the public.
Global Strategies Inc. is a digital health and fitness technology company that provides fitness experiences and solutions through a mobile app available on Apple iOS and Google Android devices. Our data-driven wellness platform allows users to set and track fitness and nutrition goals, integrates with wearable fitness devices, and offers community features, allowing users to compete and support each other as they strive to achieve their personal fitness and wellness goals. We plan to grow our platform into a one-stop destination for fitness and wellness, offering content and products to our users based on their specific needs on their personal health and wellness journey.
On October 22, 2022, we have successfully terminated a license agreement for certain intellectual properties that we previously licensed and were unable to commercialize. As part of the license termination, we were able to cancel 90,000 shares of our issued and outstanding Series B Preferred Shares and 1.2 million issued and outstanding Series A Preferred Shares; after termination of the license agreement.
We successfully negotiated an amendment to our asset purchase agreement with
Fitwell Limited, to remove the possibility of financing and expedite the closing of the purchase of Fitwell’s assets. From October 18, 2022, we have successfully completed the purchase of the Fitwell assets, which include a copy of the source code and datasets for a comprehensive health and fitness platform. In connection with the purchase of Fitwell’s assets, we issued a promissory note for $0.5 million and issued 2 million common shares in consideration for the purchase, and an additional 2.8 million shares for services rendered and to be rendered in the future, for the benefit of the Company.
Important recent developments regarding COVID-19
During March 2020a global pandemic has been declared by the World Health Organization related to the rapidly spreading outbreak of a new strain of coronavirus called COVID-19. The pandemic has had a significant impact on economic conditions in United States. The long-term impact of COVID-19 on the economy and on our business remains uncertain, the duration and magnitude of which cannot currently be predicted. Please see the matters discussed under “Risk Factors”.
Results of operations during the year ended July 31, 2022 Compared to the year ended July 31, 2021
For the years ended July 31, 2022 and 2021, we incurred net losses of approximately $79,000 and $1.4 million respectively.
For the years ended July 31, 2022 and 2021, we generated no revenue.
For the years ended July 31, 2022 and 2021, we incurred expenses of approximately $79,000 and $1.4 million respectively. The decrease in $1.3 million expensed for the year ended July 31, 2022 was primarily related to a stock-based compensation expense of approximately $1.3 million for the year ended July 31, 2021. For the years ended July 31, 2022 and 2021, we incurred interest expense of approximately $50,000 and $48,000 mainly in connection with outstanding promissory notes.
Currently, we rely on our management to provide us with the capital necessary to run our business on a day-to-day basis.
For the years ended July 31, 2022 and 2021, we incurred net losses of approximately $79,000 and $1.4 million respectively. From July 31, 2022 and 2021, we had no cash and current liabilities of $1.0 million and $0.9 million. During the year ended July 31, 2022 our CEO and CFO have granted us loans amounting to approximately $30,000.
We will seek additional funds through equity or debt financing, collaborative or other agreements with business partners, licensees or others, and from other sources, which may have the effect of dilute the holdings of existing shareholders.
The Company has no current arrangements for, or sources of, such additional funding and we do not expect existing shareholders to provide any part of our future funding requirements.
There can be no assurance that additional financing will be available when needed or that such financing will be available on terms acceptable to the Company. If adequate funds are not available, we may be required to delay or terminate expenditures for some of its programs that it would otherwise seek to develop and commercialize. This would have a material adverse effect on the Company.
Our independent registered accounting firm’s report on the financial statements for the years ended July 31, 2022 and 2021, includes an explanatory paragraph relating to the uncertainty of our ability to continue our activity. We have incurred recurring losses, incurred liabilities exceeding assets over the past year and have an accumulated deficit of $15.5 million. Based on current operating levels, we will need to raise additional capital to sustain our operations through July 31, 2023.
Significant Accounting Policies and Use of Estimates
The preparation of financial statements in accordance with generally accepted accounting principles in The United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period . Actual results could differ from these estimates.
Fair value of financial instruments
On August 1, 2012, the Company has adopted ASC 820, Fair Value Measurements and Disclosures. ASC 820 defines fair value, establishes a three-level measurement hierarchy for fair value measurement disclosures, and reinforces disclosure requirements for fair value measurements. The three levels are defined as follows:
· Level 1 inputs to the valuation methodology are quoted prices
(unadjusted) for identical assets or liabilities in active
· Level 2 inputs to the valuation methodology include quoted prices
for similar assets and liabilities in active markets, and inputs
that are observable for the asset or liability, either directly or
indirectly, for substantially the full term of the financial
· Level 3 inputs to valuation methodology are unobservable and
significant to the fair measurement.
Off-balance sheet arrangements
From July 31, 2022 and 2021, we had no off-balance sheet arrangements as defined in Section 303(a)(4)(ii) of Regulation SK promulgated under the Securities Act of 1934.
Contractual obligations and commitments
From July 31, 2022 and 2021, we had no contractual obligations.
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