Welsis Corp 10-Q for FY2023 Q3
Welsis Corp. (WLSS)
About this 10-Q
Welsis Corp filed this 10-Q on July 25, 2023, covering the quarter ended June 30, 2023 (FY2023 Q3).
Headline figures
Quarter ended June 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $4400
- compared with $0 a year earlier
- Net loss
- $3665
- compared with a net loss of $6072 a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 a year earlier
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Mark One
For the quarterly period ended
For the transition period from ______ to _______
Commission File No.
(Exact name of registrant as specified in its charter)
|
(State or Other Jurisdiction of Incorporation or Organization) |
8000 (Primary Standard Industrial Classification Number) |
EIN (IRS Employer Identification Number) |
WELSIS CORP.
Telephone: +1
Email: info@psychologist-24.com
(Address and telephone number of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to section 12(g) of the Act: None
Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☒
Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
| Large accelerated filer ☐ | 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 7(a)(2)(B) of the exchange act.
Indicate by checkmark whether the registrant is
a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
At June 30, 2023, the number of shares of the Registrant’s common stock outstanding was .
TABLE OF CONTENTS
| PART I. | FINANCIAL INFORMATION | |
| Item 1. | Financial Statements (Unaudited) | 3 |
| Balance Sheet | 3 | |
| Statement of Operations | 4 | |
| Statement of Stockholders’ Equity | 5 | |
| Statement of Cash Flows | 6 | |
| Notes to the Financial Statements | 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 | 13 |
| Item 4. | Controls and Procedures | 13 |
| PART II. | OTHER INFORMATION | |
| Item 1. | Legal Proceedings | 14 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 14 |
| Item 3. | Defaults Upon Senior Securities | 14 |
| Item 4. | Mine Safety Disclosures | 14 |
| Item 5. | Other Information | 14 |
| Item 6. | Exhibits | 14 |
| Signatures | 15 |
| 2 |
PART I . FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
WELSIS CORP.
BALANCE SHEET
June 30, 2023 | September 30, 2022 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Escrow Account | $ | $ | ||||||
| Total Current Assets | ||||||||
| Non-Current Intangible Assets | ||||||||
| Mobile Application and Website Development | ||||||||
| Total Non-Current Intangible Assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES | ||||||||
| Current Liabilities | ||||||||
| Accounts Payable | $ | $ | ||||||
| Interest Payable | ||||||||
| Accounts Payable-Related party | ||||||||
| Total Current liabilities | ||||||||
| Long term liabilities | ||||||||
| Notes Payable | ||||||||
| Total long term liabilities | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ Equity | ||||||||
| Common stock, $ par value, shares authorized; shares issued and outstanding | ||||||||
| Additional paid-in-capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
| 3 |
WELSIS CORP.
STATEMENT OF OPERATIONS
(Unaudited)
Three months ended June 30, 2023 | Three months ended June 30, 2022 | Nine months ended June 30, 2023 | Nine months ended June 30, 2022 | |||||||||||||
| Revenue (Consulting) | $ | $ | $ | $ | ||||||||||||
| General and administrative expenses | ||||||||||||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net income (loss) from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provisions from Income Taxes | ||||||||||||||||
| NET INCOME (LOSS) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net Loss per common share: Basic | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net Loss per common share: Diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted Average Number of Common Shares Outstanding: Basic | ||||||||||||||||
| Weighted Average Number of Common Shares Outstanding: Diluted | ||||||||||||||||
The accompanying notes are an integral part of these financial statements.
| 4 |
WELSIS CORP.
STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED)
FROM INCEPTION FOR THE QUARTER ENDED JUNE 30, 2023
| Common Stock | Additional Paid-in | Deficit | Total Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Accumulated | Equity | ||||||||||||||||
| Inception, August 16, 2021 | $ | $ | $ | $ | ||||||||||||||||
| Shares issued for cash at $0.0001 per share on August 18, 2021 | ||||||||||||||||||||
| Net loss for the year ended September 30, 2021 | – | ( | ) | ( | ) | |||||||||||||||
| Balance, September 30, 2021 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Shares issued for cash at $0.03 per share during June – September 2022 | ||||||||||||||||||||
| Net loss for the year ended September 30, 2022 | – | ( | ) | ( | ) | |||||||||||||||
| Balance, September 30, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss for the quarter ended December 31, 2022 | – | ( | ) | ( | ) | |||||||||||||||
| Balance, December 31, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss for the quarter ended March 31, 2023 | – | ( | ) | ( | ) | |||||||||||||||
| Balance, March 31, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss for the quarter ended June 30, 2023 | – | ( | ) | ( | ) | |||||||||||||||
| Balance, June 30, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
See accompanying notes, which are an integral part of these financial statements
| 5 |
WELSIS CORP.
STATEMENT OF CASH FLOWS
(Unaudited)
Nine months ended June 30, | Nine months ended June 30, | |||||||
| Operating Activities | ||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash in operating activities | ||||||||
| Interest payable | ||||||||
| Mobile application and website depreciation | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Investing Activities | ||||||||
| Mobile application and website | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ||||||
| Financing Activities | ||||||||
| Accounts payable -Related party | ||||||||
| Accounts Payable | ||||||||
| Note Payable | ||||||||
| Proceeds from sale of common stock | ||||||||
| Proceeds from bank overdraft | ||||||||
| Net cash provided by financing activities | ||||||||
| Net increase in cash and equivalents | ( | ) | ||||||
| Cash and equivalents at beginning of the period | ||||||||
| Cash and equivalents at end of the period | $ | $ | ||||||
| Supplemental cash flow information: | ||||||||
| Cash paid for: | ||||||||
| Interest | $ | $ | ||||||
| Taxes | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
| 6 |
WELSIS CORP.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
SINCE INCEPTION ON AUGUST 16, 2021 TO JUNE 30, 2023
NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION
Welsis Corp. (referred as the “Company”, “we”, “our”) was Incorporated in the State of Wyoming and established on August 16, 2021. We are a development-stage company formed to commence operations concerned with the virtual psychological therapy that is also known as teletherapy or telepsychology services. We have developed a full business plan. Our Company provides counseling and psychological services for adolescents (from 14 years) and adults, for men and women, therapy for individuals, couples and families. Also we plan to provide our services to specific communities, for example to the corporative sector of business in a form of corporate group sessions or individual ones. We have purchased a website and a working prototype of online services mobile platform application known as “Psychologist-24”.
Our business office is located at Bulevar Mihajla Pupina 115 Belgrade, Serbia 11070. Our telephone number is +13855009709.
NOTE 2 – GOING CONCERN
The Company’s financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
As reflected in the financial statements, the
Company had an accumulated deficit of $
The Company is attempting to commence operations and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support the Company’s daily operations. Management intends to raise additional funds by way of a private or public offering. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.
The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
The extent of the impact of the coronavirus (“COVID-19”) outbreak on the financial performance of the Company will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions and the impact of COVID-19 on the overall economy, all of which are highly uncertain and cannot be predicted. If the overall economy is impacted for an extended period, the Company’s future operating results may be materially adversely affected.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America.
The Company’s year-end is September 30.
| 7 |
Revenue
In accordance with ASC 606, revenue is measured based on a consideration specified with a customer and recognized when we satisfy the performance obligation specified with a customer.
During the nine months ended June 30, 2023, we
generated total revenue of $
Development Stage Company
The Company is a development stage company as defined in ASC 915 “Development Stage Entities”. The Company is devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated since Inception has been considered as part of the Company's development stage activities.
The Company has elected to adopt application of Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. Upon adoption, the Company no longer presents or discloses inception-to-date information and other remaining disclosure requirements of Topic 915.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company issued 2,000,000 common shares for $200 at par value $0.0001 for the purpose of taking care of financial operations for the Company by the director Dusan Zindovic.
As of June 30, 2023 the Company owes $
Mobile Application and Website development- amortization
The Company is using straight- line amortization for our mobile application and website since they are fully operational as of September 1, 2021.
Mobile Application and Website – $
Term of amortization –
As of June 30, 2023 the company’s accumulated
amortization was $
| 8 |
Fair Value of Financial Instruments
AS topic 820 “Fair Value Measurements and Disclosures” establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.
These tiers include:
| Level 1: | defined as observable inputs such as quoted prices in active markets; |
| Level 2: | defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and |
| Level 3: | defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. |
The carrying value of cash and the Company’s loan from shareholder approximates its fair value due to their short-term maturity.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
The Company computes income (loss) per share in accordance with FASB ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.
As of June 30, 2023, there were no potentially dilutive debt or equity instruments issued or outstanding.
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.
Recent Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying financial statements.
Intangible Asset Impairment analysis
Per US GAAP, ASC 360-10-35-17, an impairment loss shall be recognized only if the carrying amount of a long-lived asset is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. That assessment shall be based on the carrying amount of the asset at the date it is tested for recoverability, whether in use (see paragraph 360-10-35-33) or under development (see paragraph 360-10-35-34). An impairment loss shall be measured as the amount by which the carrying amount of a long-lived asset (asset group) exceeds its fair value.
NOTE 4 – LOAN FROM DIRECTOR
As of June 30, 2023, the Company owed $
| 9 |
NOTE 5 – COMMON STOCK
The Company has , $ par value shares of common stock authorized.
On August 18, 2021 the Company issued shares of common stock to the CEO at $0.0001 per share.
There were shares of common stock issued and outstanding as of September 30, 2021.
During the period ended September 30, 2022 the Company issued shares of common stock to 37 shareholders for cash proceeds of $ at $0.03 per share.
Total as of June 30, 2023, the Company issued shares of common stock.
NOTE 6 – COMMITMENTS AND CONTINGENCIES
Our officer and director, Dusan Zindovic, has agreed to provide his own premise under office needs. He will not take any fee for these premises, it is for free use.
NOTE 7 – INCOME TAXES
On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (“Tax Reform Act”). The legislation significantly changes U.S. tax law by, among other things, lowering corporate income tax rates, implementing a territorial tax system and imposing a transition tax on deemed repatriated earnings of foreign subsidiaries. The Tax Reform Act permanently reduces the U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. As a result of the reduction in the U.S. corporate income tax rate from 34% to 21% under the Tax Reform Act, the Company revalued its ending net deferred tax assets.
The reconciliation of income tax benefit (expenses) at the U.S. statutory rate at 21% for the period ended as follows:
| Schedule of income tax expense | June 30, 2023 | |||
| Tax benefit (expenses) at U.S. statutory rate | $ | ( | ) | |
| Change in valuation allowance | ||||
| Tax benefit (expenses), net | $ | |||
The tax effects of temporary differences that give rise to significant portions of the net deferred tax assets are as follows:
| Schedule of deferred taxes | June 30, 2023 | |||
| Net operating loss | $ | |||
| Valuation allowance | ( | ) | ||
| Deferred tax assets, net | $ | |||
The Company has accumulated approximately $
NOTE 8 – SUBSEQUENT EVENTS
In accordance with ASC 855-10 the Company has analyzed its operations subsequent to June 30, 2023 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.
The extent of the impact of the coronavirus ("COVID-19") outbreak on the financial performance of the Company will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions and the impact of COVID-19 on the overall economy, all of which are highly uncertain and cannot be predicted. If the overall economy is impacted for an extended period, the Company’s future operating results may be materially adversely affected.
| 10 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
FORWARD LOOKING STATEMENTS
Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "August," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what June occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
Employees and Employment Agreements
At present, we have no employees other than our officer and director. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we August adopt such plans in the future. There are presently no personal benefits available to any officers, directors or employees.
Results of Operation
Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.
Three Months Ended June 30, 2023 and 2022:
During the three and nine months ended June 30, 2023, we have generated $4,400 and $7,900 revenue from consulting services.
Our net loss for the three and nine months ended June 30, 2023 was $3,665 and $40,700. Operating expenses consist of mainly professional fees, consulting expenses and depreciation expenses.
During three and nine months ended June 30, 2022, we have not generated any revenues.
Our net loss for the three and nine months ended June 30, 2022 was $6,072 and $24,506. Operating expenses consist of mainly professional fees, consulting expenses and depreciation expenses.
| 11 |
Liquidity and Capital Resources
As of June 30, 2023, our total assets were $30,535 consisting of Mobile Application and Website Development of $25,333 As of June 30, 2023, our total liabilities were $148,140 consisting of:
| Current Liabilities | ||||
| Accounts Payable | $ | 73,700 | ||
| Interest Payable | 7,326 | |||
| Accounts Payable-Related party | 27,114 | |||
| Total Current liabilities | 108,140 | |||
| Long term liabilities | ||||
| Notes Payable | 40,000 | |||
| Total long term liabilities | 40,000 | |||
| Total Liabilities | $ | 148,140 | ||
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. For nine months ended June 30, 2023, net cash flows used in operating activities was $31,703 consisting of:
| Operating Activities | ||||
| Net income (loss) | $ | (40,700 | ) | |
| Adjustments to reconcile net loss to net cash in operating activities | ||||
| Interest payable | 2,997 | |||
| Mobile application and website depreciation | 6,000 | |||
| Net cash used in operating activities | $ | (31,703 | ) | |
Cash Flows from Investing Activities
We have not generated positive cash flows from investing activities. For nine months ended June 30, 2023, net cash flows used in investing activities was $28,662.
Cash Flows from Financing Activities
We have generated positive cash flows from financing activities. For nine months ended June 30, 2023, we generated $18,202 consisting of:
| Financing Activities | ||||
| Accounts payable -Related party | $ | 12,802 | ||
| Accounts Payable | 5,400 | |||
| Note Payable | – | |||
| Proceeds from sale of common stock | – | |||
| Net cash provided by financing activities | $ | 18,202 | ||
| 12 |
Plan of Operation and Funding
We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.
Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next three months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing August not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we August not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.
Off-Balance Sheet Arrangements
As of the date of this Quarterly Report, we do not have any 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 investors.
Going Concern
The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
No report required.
Item 4. Controls and Procedures
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2023. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting since Inception on August 16, 2021 ended June 30, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
| 13 |
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
No report required.
Item 3. Defaults Upon Senior Securities
No report required.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Change in Directors
We hereby report a significant change in the composition of our board of directors and executive positions since the filing of our previous quarterly report on Form 10-Q.
Resignation of Director:
Mr. Danilo Vukadinovic, a member of our board of directors, tendered his resignation. The resignation of Mr. Vukadinovic was accepted and became effective on June 20, 2023.
We express our sincere appreciation to Mr. Vukadinovic for his dedicated service and valuable contributions during his tenure with our company. His guidance and expertise have played a vital role in shaping our strategic decisions and corporate governance practices.
Appointment of New Directors and Executive Positions:
In light of Mr. Vukadinovic's resignation, we are pleased to announce the appointment of two new directors and the reorganization of executive positions within our company, effective on April 05, 2023 and May 31, 2023:
Mr. Dusan Zindovic: Mr. Zindovic has been appointed to the positions of CEO, CFO, President, Secretary and Treasurer of Welsis Corp. His extensive experience and leadership qualities make him an ideal candidate to lead our company into its next phase of growth and development.
Mr. Oscar Alberto Hernandez Vargas: Mr. Hernandez Vargas has been appointed to the position of Director of Welsis Corp. His expertise and industry knowledge will greatly contribute to the strategic decision-making process of our company.
| 14 |
The updated composition of our board of directors and executive positions, as of April 05, 2023 and May 31, 2023, is as follows:
Board of Directors:
Mr. Oscar Alberto Hernandez Vargas
Executive Positions:
CEO, CFO, President, Secretary and Treasurer: Mr. Dusan Zindovic
We believe that the collective knowledge, diverse backgrounds, and experience of our board members and executive team will significantly contribute to the success and governance of Welsis Corp.
We have promptly updated our corporate records, including the relevant filings with the appropriate regulatory authorities, to reflect these changes in the composition of our board of directors and executive positions.
We remain committed to upholding strong corporate governance principles and ensuring the long-term success of Welsis Corp.
For further details on our board of directors, executive positions, and corporate governance practices, we encourage you to review our upcoming annual report on Form 10-K.
Sincerely,
Dusan Zindovic
CEO, CFO, President, Secretary and Treasurer
Welsis Corp.
Item 6. Exhibits
| Exhibit | Description | |
| 31.1 | Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | |
| 32.1 | Certification of the Company’s Principal Executive Officer and Principal Financial pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002** | |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)* | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document* | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document* | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document* | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document* | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document* | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document)* |
_____________
| * | Filed herewith. |
| ** | Furnished and not filed |
| 15 |
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.
| July 25, 2023 | Welsis Corp. | |
| By: | /s/ Dusan Zindovic | |
| Dusan Zindovic, President, Secretary, | ||
| Treasurer, Principal Executive Officer, | ||
| Principal Financial Officer and | ||
| Principal Accounting Officer and | ||
| Director |
| 16 |
Exhibit 31.1
Certification of the Company’s Principal Executive Officer and Principal Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
and Securities and Exchange Commission Release 34-46427
I, Dusan Zindovic, certify that:
| 1. | I have reviewed this report on Form 10-Q of Welsis Corp.; |
| 2. | Based on my knowledge, this annual 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 annual report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods present in this annual report; |
| 4. | As the registrant’s certifying officer, 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. | As the registrant’s certifying officer, 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: July 25, 2023 |
| Welsis Corp. | ||
| By: | /s/ Dusan Zindovic | |
| Dusan Zindovic, President, Secretary, | ||
| Treasurer, Principal Executive Officer, | ||
| Principal Financial Officer and | ||
| Principal Accounting Officer and | ||
| Director | ||
Exhibit 32.1
Certification of Principal Executive Officer and Principal Financial Officer
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 of Welsis Corp. (the “Company”) on Form 10-Q for the period ended June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dusan Zindovic, 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 and belief:
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.
Date: July 25, 2023
| Welsis Corp. | ||
| By: | /s/ Dusan Zindovic | |
| Dusan Zindovic, President, Secretary, | ||
| Treasurer, Principal Executive Officer, | ||
| Principal Financial Officer and | ||
| Principal Accounting Officer and | ||
| Director | ||