UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

FOR THE FISCAL YEAR ENDED OCTOBER 31, ~~2023~~2024

[ ] 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: 000-56208

World Scan Project, Inc.

(Exact name of registrant as specified in its charter)

	Delaware	35-2677532
	(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

	2-18-23, Nishiwaseda, Shinjuku-Ku, Tokyo, Japan	162-0051
	(Address of Principal Executive Offices)	(Zip Code)

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

Securities to be registered under Section 12(g) of the Exchange Act:

Title of each class

Name of each exchange on

which our share are traded

Common Stock, $0.0001

Series A Preferred Stock, $0.0001

None, but quoted on the Pink® Open Market operated by the OTC Markets Group under the symbol “WDSP”

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

[ ] Yes [X] No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

[ ] Yes [X] No

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 [X] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

[X] Yes [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

[ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting 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 [X] No

As of October 31, ~~2023~~2024, the aggregate market value of the voting common stock held by non-affiliates of the Registrant (without admitting that any person whose shares are not included in such calculation is an affiliate) was approximately $120,000.

As of ~~November 19~~September 2, ~~2024~~2025 there were 11,~~560~~997,350 shares of the Registrant’s common stock, par value $0.0001 per share, and 10,000,000 shares of Series A Preferred Stock, par value $0.0001 per share, issued and outstanding.

TABLE OF CONTENTS

WORLD SCAN PROJECT, INC.

PART I		PAGE
Item 1	Business	1
Item 1A	Risk Factors	64
Item 1B	Unresolved Staff Comments	64
Item 2	Properties	64
Item 3	Legal Proceedings	64
Item 4	Mine Safety Disclosures	64
PART II
Item 5	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	75
Item 6	Selected Financial Data	75
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	75
Item 7A	Quantitative and Qualitative Disclosures about Market Risk	75
Item 8	Financial Statements and Supplementary Data	F1-F10
Item 9	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	86
Item 9A	Controls and Procedures	86
Item 9B	Other Information	86
PART III
Item 10	Directors, Executive Officers and Corporate Governance	97
Item 11	Executive Compensation	108
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	119
Item 13	Certain Relationships and Related Transactions, and Director Independence	119
Item 14	Principal Accounting Fees and Services	119
PART IV
Item 15	Exhibits, Financial Statement Schedules	1210
	Signatures	1210

Table of Contents

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 and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

PART I

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.

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, 2020, Ryohei Uetaki gifted 7,000,000 shares of our Common Stock and 10,000,000 shares of our Series A Preferred Stock, which represented all of our issued and outstanding shares of Preferred Stock at the time, to SKYPR LLC, a Delaware Limited Liability Company (referred to herein as “SKYPR LLC”). Our CEO Ryohei Uetaki owns and controls 100% of the membership interests in SKYPR LLC.

In September, 2020, the Company entered into subscription agreements with 41 shareholders. Pursuant to these agreements, the Company issued 647,350 shares of common stock in total to these shareholders and received $323,675 as aggregate consideration. At the time of purchase the price paid per share by each shareholder was the equivalent to about 0.50 USD.

These shares were sold pursuant to the Company’s effective S-1 Registration Statement deemed effective on August 28, 2020 at 4pm EST.

In June, 2023, the Company entered into subscription agreements with 9 shareholders. Pursuant to these agreements, the Company issued 150,000 shares of Common Stock in total to these shareholders and received $1,500,000 as aggregate consideration. At the time of purchase the price paid per share by each shareholder was the equivalent of about 10.00 USD. These shares were sold pursuant to the Company’s effective S-1 Registration Statement deemed effective on May 25, 2023 at 4pm EST. The aforementioned offering has been completed and is no longer ongoing.

In August, 2023, the Company entered into subscription agreements with 1 shareholder. Pursuant to these agreements, the Company issued 20,000 shares of Common Stock in total to these shareholders and received $240,000 as aggregate consideration. At the time of purchase the price paid per share by the said shareholder was the equivalent of about 12.00 USD. These shares were sold pursuant to the Company’s effective S-1 Registration Statement deemed effective on August 23, 2023 at 4pm EST.

In October, 2023, the Company entered into subscription agreement with 1 shareholder. Pursuant to this agreement, the Company issued 10,000 shares of Common Stock in total to these shareholders and received $120,000 as aggregate consideration. At the time of purchase the price paid per share by the said shareholder was the equivalent of about 12.00 USD. These shares were sold pursuant to the Company’s effective S-1 Registration Statement deemed effective on August 23, 2023 at 4pm EST.

In November, 2023, the Company entered into subscription agreement with 11 shareholders. Pursuant to these agreements, the Company issued 235,000 shares of Common Stock in total to these shareholders and received $2,820,000 as aggregate consideration. At the time of purchase the price paid per share by the said shareholder was the equivalent of about 12.00 USD. These shares were sold pursuant to the Company’s effective S-1 Registration Statement deemed effective on August 23, 2023 at 4pm EST.

In December, 2023, the Company entered into subscription agreements with 4 shareholders. Pursuant to these agreements, the Company issued 161,000 shares of Common Stock in total to these shareholders and received $1,932,000 as aggregate consideration. At the time of purchase the price paid per share by the said shareholder was the equivalent of about 12.00 USD. These shares were sold pursuant to the Company’s effective S-1 Registration Statement deemed effective on August 23, 2023 at 4pm EST.

In January, 2024, the Company entered into subscription agreements with 7 shareholders. Pursuant to these agreements, the Company issued 80,000 shares of Common Stock in total to these shareholders and received $960,000 as aggregate consideration. At the time of purchase the price paid per share by the said shareholder was the equivalent of about 12.00 USD. These shares were sold pursuant to the Company’s effective S-1 Registration Statement deemed effective on August 23, 2023 at 4pm EST.

In May, 2024, the Company entered into subscription agreements with 20 shareholders. Pursuant to these agreements, the Company issued 237,000 shares of Common Stock in total to these shareholders and received $2,844,000 as aggregate consideration. At the time of purchase the price paid per share by the said shareholder was the equivalent of about 12.00 USD. These shares were sold pursuant to the Company’s effective S-1 Registration Statement deemed effective on August 23, 2023 at 4pm EST.

In June, 2024, the Company entered into subscription agreements with 5 shareholders. Pursuant to these agreements, the Company issued 40,000 shares of Common Stock in total to these shareholders and received $480,000 as aggregate consideration. At the time of purchase the price paid per share by the said shareholder was the equivalent of about 12.00 USD. These shares were sold pursuant to the Company’s effective S-1 Registration Statement deemed effective on August 23, 2023 at 4pm EST.

In July, 2024, the Company entered into subscription agreements with 17 shareholders. Pursuant to these agreements, the Company issued 192,000 shares of Common Stock in total to these shareholders and received $2,304,000 as aggregate consideration. At the time of purchase the price paid per share by the said shareholder was the equivalent of about 12.00 USD. These shares were sold pursuant to the Company’s effective S-1 Registration Statement deemed effective on August 23, 2023 at 4pm EST.

In August, 2024, the Company entered into subscription agreements with 10 shareholders. Pursuant to these agreements, the Company issued 150,000 shares of Common Stock in total to these shareholders and received $1,800,000 as aggregate consideration. At the time of purchase the price paid per share by the said shareholder was the equivalent of about 12.00 USD. These shares were sold pursuant to the Company’s effective S-1 Registration Statement deemed effective on August 23, 2023 at 4pm EST.

In September, 2024, the Company entered into subscription agreements with 2 shareholders. Pursuant to these agreements, the Company issued 75,000 shares of Common Stock in total to these shareholders and received $900,000 as aggregate consideration. At the time of purchase the price paid per share by the said shareholder was the equivalent of about 12.00 USD. These shares were sold pursuant to the Company’s effective S-1 Registration Statement deemed effective on August 23, 2023 at 4pm EST.

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Table of Contents

Overview

We operate through our wholly owned subsidiary, World Scan Project Corporation, a Japanese Company. We are an industrial automation equipment manufacturer in start-up stage currently focused on developing and designing robots, drones, Web3 infrastructure, IoT equipment and other related products. Our operations currently span across the globe.

Our principal executive offices are located at 2-18-23, Nishiwaseda, Shinjuku-Ku, Tokyo, 162-0051, Japan.

The Company’s website is https://www.world-scan-project.com/.

The Company has elected October 31th as its year end.

SkyFight-X Drone Business

SkyFight-X, which was originally developed and designed by our Chief Executive Officer, specifically for the hobbyist drone race known as “SKY FIGHT”, which is organized by Drone Net, a Japanese Company. Drone Net began running a drone school in 2017, and a drone race in 2019. Our CEO, Ryohei Uetaki, was in the planning stages of a new small sized drone product, and believed that his products would have higher performance capabilities than the drones at the time used by Drone Net, which prompted him to propose collaboration between the Company and Drone Net. Currently, Drone Net administrates 16 racetracks in Japan, specifically designed for drone use.

Although SkyFight-X was designed for Sky Fight, the drones can also be used outside the facilities designed exclusively for drone racing, and they can be used for recreational and miscellaneous purposes.

The following includes details regarding the SkyFight-X which we currently offer for sale. As mentioned later on, we have plans to expand our reach to more customers, but at this time it should be noted our only customer is Drone Net.

Schematics of SKYFight-X

- The weight of SKYFight-X is approximately 40 grams.

Product packaging

- One Main body of machine

- One Transmitter (2.4 GHz)

- One Battery

- Four Spare propellers

- One USB charging cable

- One user manual

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Table of Contents

Structure of Operations of SkyFight-X

At present, the Company’s operations are carried out in the following manner:

(1) The Company receives an order for the Company’s products from Drone Net.

In accordance with the Memorandum of Understanding, entered into on March 1, 2020, Drone Net shall not develop, manufacture, purchase or sell similar products to SkyFight-X without the Company’s consent through February 28, 2023.

(2) The Company places orders to G-Force, Inc., a Japan corporation (“G-Force”) to manufacture the Products, in accordance with the terms outlined in the agreement entered into on March 4, 2020.

(3) G-Force purchases lap measuring sensors (the “Sensors”) from ShenZhen RadioMaster Co., Ltd., a Chinese corporation (“RadioMaster”). The sensors are later installed in the SkyFight-X Drones.

(4) The Sensors are installed into the drones manufactured by G-Force on behalf of the Company.

(5) G-Force manufactures the Products and installs the Sensors. G-Force is a non-exclusive OEM supplier of the Company. After completion of the production process, the Company conducts a final product inspection of the goods produced. During the inspection, on average, the Company physically inspects between five to ten percent of the products for quality control.

(6) Following inspection and acceptance of the products, the Company directs G-Force to deliver the products to a location designated by Drone Net, currently the warehouse of Drone Net in Toyko, Japan, and G-Force delivers the Products directly.

(7) The Company relies on the marketing and sales of Drone Net, in part for its own success. If Drone Net realizes increased demand for the products, then in turn our own operations will increase. It should be noted that, at present, Drone Net is our primary customer.

Marketing

Our marketing plan, at present, is not yet complete and is still being researched and developed. SkyFight-X, our current primary product, is being marketed solely by our primary customer, Drone Net. We believe that Drone Net’s sales of our products will result in increased demand, from Drone Net, for future products, but this is not directly related to any marketing activities conducted by the Company itself. We do not currently engage in any marketing efforts, with the exception of the company’s website located at: https://www.world-scan-project.com/

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Table of Contents

Flylly: Small sized drone with 4K camera

The Flylly is an extra small sized drone with 38 grams in weight, and not subject to the revised Aviation Act. ４K camera is installed for photo shooting, and angles can be adjusted manually by tilting the camera. Automatic flights are also programmable for simple flight plans.

Flylly and a smartphone is what the users need for operation: download the dedicated app, SKY Drone Go, to the smartphone to connect and control Flylly via Wi-Fi

Schematics of Flylly

- The weight of Flylly is approximately 38 grams.

Product packaging

Specifications: Total length:82 mm, Width:89mm Hight:33 mm Weight:39.5g

A set of Flylly contains the blow:

- Main body of drone, 1 unit

- LiPo battery, 1 unit

- Upper shell, 3 units (in orange, yellow and white)

- Spare propellers, 4 pieces (2 in black and 2 in blue)

- USB battery charger, 1 unit

- Screwdriver, 1

- Demounting tool for propellers, 1

- User manual (in Japanese), 1

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Table of Contents

META DIVER

META DIVER is an application for smartphones that provides user experience with full-scale VR images. The purpose of the application is to provide 3D data such as historical heritage as VR video content.

The main function of the application is image reproductions of VR images and 360 degree images, with VR images of World Heritages, historical heritages, and natural heritage both in Japan and overseas as its contents. Currently, all contents in the applications are free of charge, although this does not preclude us from monetizing META DIVER in the future.

Pine Hill Productions, Inc., a New York corporation, (“Pine Hill”) is currently supervising the development of META DIVER.

ZEXABOX

ZEXABOX is made pursuant to, what we believe to be, strict Japanese guidelines for quality. The device is a GPU Mining Rig, comprised of computer components, used to “mine” digital currency. In layman’s terms, “mine” is defined as the process of solving complex math problems that verifying transaction(s) in the digital currency or blockchain, which, generally speaking, results in a predetermined amount of digital currency to be gained.

As of October 31, ~~2023,~~2024 the company offers for sale the following types of Zexabox machines: PRO, MINI, ULTIMA, DIV, ULTIMA EX, PRO TYPE-C, DIVⅡ, and DIVⅢ.

Current Operations Relating to Zexabox

Sales activities pursuant to ZEXABOX are outsourced to 3rd party marketing companies in Japan. All products are purchased from Web3 Computing Corp., formerly known as Cellessence Corp., an unrelated third party. ~~The company does not carry inventory related to the ZEXABOX.~~ Installation services for the products are conducted by Web3 Computing Corp.

Marketing

Sales and marketing activities pursuant to ZEXABOX are outsourced to 3^rd party marketing companies in Japan. At present, company’s marketing activities are constrained to our company website located at: https://www.world-scan-project.com/, through which recent news and updates are released, and general advertising to direct potential customers to our website. Additionally, from time to time the company attends industry specific exhibitions and trade shows.

Future plans

World Scan Project, Inc., as an industrial automation equipment manufacturer, plans to further develop and apply our technologies in designing/developing Web3 infrastructure, IoT equipment (Zexabox) and other related products, in addition to the robots and drones we have been offering to the market globally.

(1) To begin direct sales to consumers in Japan

The Company has tentative plans to evaluate the possibility of directly selling its products via web-based direct sales in Japan. It is possible that we may evaluate, and even begin to do so in ~~2024~~ 2025, but we do not currently have any definitive plans to do so at this point in time.

(2)

To expand the sales volume for our digital currency mining rigs

The Company is planning to gain sales agents and agencies to expand the sales of its new product named XEXABOX series.

(3) To start selling products overseas, mainly in the USA

The Company has intentions to begin developing its own sales agencies, and at such time to begin to sell products through such agencies, overseas beginning, potentially, in ~~2023~~2025. These plans remain speculative in nature, however, in order to begin to progress these efforts, the Company entered into a consulting agreement with Pine Hill Productions, Inc., a New York corporation (Pine Hill”) on March 3, 2020. Pine Hill shall support the Company to expand its business operations into the USA. The consulting fee due to Pine Hill is $3,000 per month. As of October 31, ~~2023~~2024, there has been no material progress to disclose as pertains to this agreement.

(4) To sell new products

The Company intends to sell core products other than drones and digital currency mining rigs.

(5) The Company also has tentative plans, to evaluate the possibility of working on developing an underwater drone and a hover bike (flying bike). At this time, we are developing a ~~scanner~~magnetic ~~device~~exploration ~~that~~system, ~~can be attached to an underwater drone~~ and ~~used to scan~~ the ~~sea floor, and the~~ hover bike has been successfully tested in flight. The ~~underwater~~magnetic 3Dexploration ~~robot~~system is called ~~MURAKUMO~~JIKAI, and the ~~Hovercraft~~hovercraft bike is called FREAP. At present neither of these potential products are available for sale as testing remains ongoing. However., we are still exploring the feasibility of these endeavors, and there is no guarantee that such plans will come to fruition.

Government Regulations in Japan

Currently, given that the entirety of our operations are conducted within Japan, and our customers reside in Japan, only the rules and regulations pertaining to drones within Japan are presently applicable to the Company’s operations.

Based on the revised Civil Aeronautics Act of 2020, registration of Unmanned Aircraft has been mandated. Based on the amendment to the Civil Aeronautics Act in 2020, unregistered Unmanned Aircraft flights will be banned. From June 20, 2022, Unmanned Aircraft will have to be marked with a registration ID to identify them and be fitted with a Remote ID function. The exclusion for Unmanned Aircraft was changed from “those weighing less than 200g” to “those weighing less than 100g.” This means that all Unmanned Aircraft of 100g or more are subject to registration. Acceptance of pre-registration began on December 20, 2021 and mandatory registration of all unmanned aircrafts began on June 20, 2022. The registration system for Unmanned Aircraft has been established to ensure safety and security in the expanded use of Unmanned Aircraft. While this regulation does not directly impact our ability to conduct any of our operations, it has placed the burden of registering autonomous drones onto the consumer, which we believe has had, and will continue to have, a detrimental impact upon our sales.

PATENTS AND TRADEMARKS

The following table is the list of patent registered..

Application Number	Name	Applicant	Application Date	Country	Record Date
2021-501939	Unmanned flight equipment, management equipment, operating equipment, and flight management methods	World Scan Project Corporation	2020/02/14	Japan	2022/07/22
2021-145931	Supporting equipment	World Scan Project Corporation	2021/09/08	Japan	2023/10/10

Employees

As of the date of this Annual Report, the Company, and its subsidiary, collectively have a total of 14 full-time employees. We do not presently have pension, health, annuity, insurance, stock options, profit sharing, or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefits available to our officers/or directors and or employees.

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Table of Contents

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.

Item 1B. Unresolved Staff Comments.

None.

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~~2025
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.

Item 4. Mine Safety Disclosures.

Not applicable.

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Table of Contents

PART II

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 for the period ending October 31, 2023, 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, we2024, ~~believe~~ we ~~will~~were be current with our SEC Reporting obligations, and our common stock was resumed for quotation in the Pink Market on the OTC Markets.

Holders

As of ~~the~~our ~~date~~fiscal year end, there are approximately 90 shareholders of ~~this~~record ~~report~~of our common stock and 11,560,350 shares of common stock deemed issued and outstanding. Also, as of ~~our~~the ~~fiscal~~date ~~year~~of ~~end~~this report, there are approximately 51116 shareholders of record of our common stock and 1011,~~817~~997,350 shares of common stock deemed issued ~~and~~ 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~~None. 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 Securities Act under Section 4(2) of such same said act.

Item 6. Selected Financial Data.

NoNot applicable because the Company is a smaller reporting company.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Liquidity and Capital Resources

As of October 31, ~~2023~~2024 we had cash and cash equivalents in the amount of $51,~~698~~634,~~883~~200. Currently, our cash balance is sufficient to fund our operations without the need for additional funding. The decrease in cash from operations is mainly related to decreased revenue and increased inventory purchases in the year ended October 31, 2024.

Revenues

We recorded revenues of $3025,~~986~~208,~~882~~229 for the year ended October 31, ~~2023~~2024. We recorded revenues of $2930,~~440~~986,~~341~~882 for the year ended October 31, ~~2022~~2023. This decrease in revenues was due mainly to a decrease in the sales of crypto miners. During the year ended October 31, 2024, contracts with crypto miner customers changed to the extent that management changed the Company’s reporting from sales by agent, net of cost of goods sold, to that of gross sales with related cost of goods sold (see Note 8).

Net Income(Loss)

We recorded a net loss of $3768,~~416,587~~ 431 for the year ended October 31, ~~2023~~2024. We recorded a net ~~income~~loss of $83,~~908~~416,~~782~~587 for the year ended October 31, ~~2022~~2023.

Cash flow

For the year ended October 31, ~~2023~~2024, we had negative cash flows used in operations in the amount of $~~170~~16,~~461~~864,420 as compared to ~~cash~~negative cash flow ~~provided by~~used in operations of $4170,~~605,591~~461 for the year ended October 31, ~~2022~~2023. The decrease in operating cash flow is attributed to ~~the net operating~~decreased ~~loss~~crypto ~~during~~miners ~~this~~revenue ~~this~~and ~~period,~~increased ~~mainly~~inventory ~~due~~purchases toduring ~~R&D~~this ~~expenses~~period (see Note 108). For the year ended October 31, ~~2023~~2024, we had negative cash flows from investing activities in the amount of $1126,~~627~~427,~~412,~~ due mainly to the purchase of ~~investment securities~~software, as compared to cash flow used in investing activities of $~~227~~1,~~180~~627,413 for the year ended October 31, ~~2022~~2023. For the year ended October 31, ~~2023~~2024, we had cash flows provided by financing activities in the amount of $113,~~862~~720,~~361~~084, due to the sale of common shares ~~(see~~and ~~Note~~the ~~12)~~receipt ~~and~~of ~~deposits~~funds ~~received~~pending ~~for~~the ~~subscriptions~~allotment of shares ~~prior~~(see toNote ~~registration~~13), as compared to cash flow provided by financing activities of $01,862,361 for the year ended October 31, ~~2022~~2023.

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 in below:

As of October 31, 2023, the Company had working capital of $6,608,501, a decrease of $3,089,176 (-32%) as compared to working capital of $9,697,677 as of October 31, 2022. Additionally, the Company recorded cash and cash equivalents of $5,698,883, a decrease of $137,182 as compared to $5,836,065 in the prior year period ended October 31, 2022, The Company’s comparable liquidity to prior year is derived from increased sales of crypto miners and drone products and the sale of common shares (see Note 12), which balance out increased expenditures in research and development (see Note 10). As stated in the consolidated financial statements, the Company, for the year ended October 31, 2023, recorded a net loss of $3,416,587 (-138.35% y-o-y) and used $170,461 (-101.01% y-o-y) in cash flows from operating activities. The change in net profit(loss), use of cash from operations, and decrease in working capital is mainly related to a large increase in research and development costs expensed in the year ended October 31, 2023 (see Note 10).

Having reviewed the above, the Company realizes that whether we shall be able to continue demonstrating the positive trends demonstrated in our previous financial statements, lies in our ability to continue to generate revenue and increase revenue going forward. Principally, the Company's consolidated financial statements are based on going concern assumptions, which assume the realization of assets and offset of liabilities in the normal course of business. Based on this, the Company also recognizes that it is critical for us to continue to operate and/or perform our obligation(s) in the future and procure any required funds needed to meet the redemption of its debt during normal business operations.

Management has evaluated the estimated impact of COVID-19, which has become a significant factor impacting operations of businesses globally, one of which we believe we will need to continue to monitor as to the potential effects it may have on our own business.

The Company assessed the impact of COVID-19 and believes there to be minimal impact of COVID-19 on the Company’s crypto miner sales, which is currently the Company’s primary source of revenue. The Company will need to continue to monitor COVID-19 and the effects it may have, socially and economically, as it is possible that such developments may in fact impact our operations going forward or more specifically, our sales results. At this time, the Company believes that it will not affect our assumptions as a going concern.

Based on the Company’s evaluation and considering the positive financials trends the Company has experienced for many previous quarters, management believes that the one-time R&D expense this quarter will not adversely impact the Company’s ability to continue as a going concern.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

As a “smaller reporting company”, we are not required to provide the information required by this Item.

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Table of Contents

Item 8. Financial Statements and Supplementary Data.

WORLD SCAN PROJECT, INC.

FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS

		Pages
Report of Independent Registered Public Accounting Firm (PCAOB FIRM ID - 2738)		F2
Report of Independent Registered Public Accounting Firm (PCAOB FIRM ID - 7158)		F2
Report of Independent Registered Public Accounting Firm (PCAOB FIRM ID - 3223)		F3
Consolidated Balance Sheets		F4
Consolidated Statements of Operations and Comprehensive Income		F5
Consolidated Statements of Changes in Shareholders’ Equity		F6
Consolidated Statements of Cash Flows		F7
Notes to the Audited Consolidated Financial Statements		F8-F10

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Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the ~~Board~~shareholders and the board of ~~Directors and Shareholders~~directors of World Scan Project, Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet ~~sheets~~ of World Scan Project, Inc. and Subsidiaries (collectively, the "Company") as of October 31, ~~2022 and 2021~~2024, ~~and~~ the related consolidated statements of operations and comprehensive income (loss), ~~changes in~~ shareholders’ equity, and cash flows for ~~each of~~ the ~~years~~year ~~then~~ ended October 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of October 31, ~~2022 and 2021~~2024, and the results of its operations and its cash flows for ~~each~~the ofyear ~~the~~ended ~~years~~October ~~then~~31, ~~ended~~2024, in conformity with accounting principles generally accepted in the United ~~States~~ ~~of America~~States.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our ~~audits~~audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our ~~audits~~audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the ~~audits~~audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our ~~audits~~ audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our ~~audits~~audit ~~provide~~ provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit ~~matter~~matters communicated below isare matters ~~a matter~~ arising from the current period audit of the consolidated financial statements that ~~was~~were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit ~~matter~~matters below, providing separate opinions on the critical audit ~~matter~~matters or on the accounts or disclosures to which itthey relates.

Revenue Recognition

As discussed in Note 2 toand 9 of the financial statements, ~~when~~the ~~another~~Company ~~party~~enters isinto ~~involved~~transactions infor ~~providing~~the ~~goods~~sale orof ~~services~~mining tomachines under agreements with vendor. Under the ~~Company’s~~Basic Agreement, ~~clients~~the vendor procures the mining machines, astores ~~determination~~them, isand ~~made~~in assome tocases ~~who~~manages isthem ~~acting~~on inbehalf of the ~~capacity~~Company or the Company’s customers. The Company determined it acts as the principal in ~~the~~these ~~sales~~transactions ~~transaction~~and recognizes revenue on a gross basis, rather than as an agent on a net basis, under ASC 606, Revenue from Contracts with Customers.

~~Auditing management’s~~We identified the evaluation of ~~agreements~~the ~~with~~Company’s role ~~customers~~in ~~involves~~these transactions as a principal or agent as a critical audit matter because it involved significant management judgment in assessing the indicators in ASC 606-10-55-36 through 55-40, ~~given~~including whether the ~~fact~~Company ~~that~~controls ~~some~~the ~~agreements~~goods ~~require~~before transfer to customers, is responsible ~~management’s~~for ~~evaluation~~fulfilling the contract, and has inventory risk. Auditing this assessment required a high degree of ~~principal~~auditor ~~versus~~judgment, ~~agent~~including reading the Basic Agreement, evaluating the flow of goods and title transfer terms, and assessing the relevance of storage and management arrangements between vendor and the Company’s customers.

~~To evaluate~~Revenue for the ~~appropriateness~~sale ~~and~~of ~~accuracy~~such ofproducts was recognized when the ~~assessment~~products bywere ~~management,~~delivered weto ~~evaluated~~the ~~management’s~~customers ~~assessment~~and inthe ~~relationship to~~customers completed the ~~relevant~~inspection ~~agreements~~of the same.

/Addressing this matter involved performing procedures and evaluating audit evidence as part of forming our overall opinion on the consolidated financial statements. These procedures included (i) reviewing and analyzing the relevant contractual terms with the third-party manufacturer; (ii) evaluating the Company’s~~/ M&K~~ assessment ~~CPAS,~~of ~~PLLC~~the transfer of inventory risk and rewards; and (iii) inquiries and discussions with Management in relation to Company’s responsibility against the contract. We also evaluated the appropriateness of the gross revenue recognition in accordance with ASC 606.

WeResearch ~~have~~and ~~served~~Development ~~as the Company’s auditor since 2020.~~Expense

~~Houston~~As discussed in Notes 2 and 10 to the consolidated financial statements, TXthe Company engages in research and development activities for various technologies, primarily through subcontracting to third-party vendors. For the year ended October 31, 2024, the Company incurred research and development expenditures totaling approximately $0.77 million, mainly relating to three significant projects—Hover Bike, SUNVA, and Jikai. Management concluded that these activities fall within the scope of ASC 730, Research and Development, and determined that all costs incurred in the period should be expensed as incurred because the projects were in the research or preproduction prototype stage as of year-end and had not yet reached the point at which capitalization would be appropriate under U.S. GAAP.

~~February~~We 10identified the evaluation of the appropriate recognition and accounting treatment of research and development expenditures as a critical audit matter because it involves significant management judgment in assessing the stage of completion of projects, ~~2023~~ the establishment of technical feasibility, and whether costs meet the criteria for capitalization. The assessment also requires management to consider whether expenditures relate to research and development activities as defined in ASC 730 or to other activities that may require different accounting treatment. Auditing this matter involved a high degree of judgment due to the estimation uncertainty and the need to evaluate evidence such as project milestones, prototypes, and contractual terms.

Our audit procedures included, among others, obtaining and reading agreements with third-party vendors, evaluating the nature of the work performed and the stage of completion for significant projects, and reviewing management’s assessment of technical feasibility and alternative future use. We inquired of management and key project personnel regarding project status and future commercialization plans,. We also assessed the appropriateness of the application of ASC 730 to the expenditures and considered whether any portion should have been capitalized under applicable U.S. GAAP guidance.

Impairment of Software

As discussed in Notes 6 and 12 to the consolidated financial statements, the Company capitalized certain internally developed software costs related to NFT applications (“NFT Apps”) in accordance with ASC 985, Software – Costs of Software to Be Sold, Leased, or Marketed. At October 31, 2024, the carrying value of these software assets was JPY 189.6 million (USD 1.23 million). Management performed an impairment assessment under ASC 985-20-35 and determined that the carrying amount of certain projects exceeded their net realizable value, resulting in a write-down of JPY 176.4 million.

We identified the evaluation of software impairment as a critical audit matter because it involved significant management judgment in estimating future net realizable value, including assumptions about sales prices, units sold, gross margin, commercialization timing, and the likelihood of achieving projected revenues. The assessment also required judgment in determining whether indicators of impairment existed and in evaluating the impact of changes in the Company’s mid-term business plan. Auditing these estimates involved a high degree of subjectivity and the use of significant audit effort.

Our audit procedures included, among others, evaluating management’s process for identifying indicators of impairment; testing the reasonableness of key assumptions used in the net realizable value analysis, including sales forecasts, pricing, and cost estimates; comparing historical forecasts to actual results; and assessing the consistency of the assumptions with other internal documents such as the mid-term business plan and marketing plans. We also evaluated the mathematical accuracy of the impairment calculations and the appropriateness of the related disclosures in the consolidated financial statements.

Investments in Securities

As discussed in Notes 8 to the consolidated financial statements, the Company holds an equity investment in a Company A, recorded at JPY 240 million (USD 1.6 million) as of October 31, 2024. The investment is classified as an equity security without a readily determinable fair value and is measured at cost, less impairment, in accordance with ASC 321. Management performed qualitative impairment assessments to evaluate whether indicators of impairment existed as of year-end. These assessments included evaluating Company’s financial condition and business prospects, industry and market conditions, regulatory and technological developments, and other qualitative indicators. In addition, management performed a simplified valuation analysis using a discounted cash flow method to support that the estimated fair value of its investment exceeded carrying value. Based on these assessments, management concluded that no impairment was necessary as of October 31, 2024.

The principal considerations for our determination that performing procedures related to impairment of investments constitutes a critical audit matter included (i) the significant judgment exercised by management in identifying and evaluating qualitative impairment indicators and developing assumptions used in the valuation analysis, and (ii) the high degree of auditor judgment required in evaluating the reasonableness of those assumptions, particularly given the early-stage nature of company’s operations and limited operating history.

Addressing this matter involved performing procedures and evaluating audit evidence as part of forming our overall opinion on the consolidated financial statements. These procedures included, among others: (i) obtaining an understanding of management’s process for performing the impairment assessment; (ii) evaluating company’s financial performance, cash flow forecasts, and business plans, including comparison against actual results; (iii) assessing relevant external factors such as market, regulatory, and technological conditions; (iv) testing the appropriateness of key assumptions used by management in its discounted cash flow analysis, including revenue growth, operating margins, and discount rate, with the involvement of valuation specialists; and (v) performing sensitivity analyses to evaluate the impact of changes in key assumptions on the estimated fair value of the investment.

We determined that there are no other critical audit matters.

/s/ BCRG Group

BCRG Group (PCAOB ID 7158)

We have served as the Company’s auditor since 2025.

Irvine, CA

September 2, 2025

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Table of Contents

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of World Scan Project, Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of World Scan Project, Inc. and its subsidiary (the “Company”) as of October 31, 2023, the related consolidated statements of operations and comprehensive income, stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at October 31, 2023, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relates.

Research and Development Expense

As discussed in Notes 2 and 10 to the consolidated financial statements, the Company records expenses for research and development activities based on Management’s estimates of services received and efforts expended pursuant to contracts with vendors that conduct research and development on the Company’s behalf. The financial terms vary from contract to contract and may result in uneven payment flows as compared with services performed or products delivered. As a result, the Company is required to estimate research and development expenses incurred during the period, which impacts the amount of Advance payments and prepaid expenses balances related to such costs as of each balance sheet date. Management estimates the amount of work completed through discussions with internal personnel and the contract research and contract manufacturing entity as to the progress or stage of completion of the services. The Company’s estimates are based on a number of factors, including the Company’s knowledge of the status of each of the research and development project milestones. Management makes significant judgments and estimates in determining the accrued balance at the end of each reporting period. The Company incurred Research and Development expenditure totaling $18,717,456 in respect of various technologies mainly for two products Company intends to offer for sale in the future during the year ended October 31, 2023. All the technologies were in progress as on October 31, 2023, and all the expenditure incurred till year end was expensed in accordance with ASC 985 “Software – Costs of Software to Be Sold, Leased, or Marketed” and ASC 730 “Research and Development Costs”. Subsequent to year ended October 31, 2023, the Company has made a capitalization in accordance with ASC 985 “Software – Costs of Software to Be Sold, Leased, or Marketed”. Such capitalization has been made by the Company considering the fact that the Net realizable value/Future Economic Benefits exceeds unamortized cost.

The principal considerations for our determination that performing procedures related to management's assessment of recognizing Research and Development expenditures constitutes a critical audit matter include: (i) the significant judgment exercised by management in determining the recognition and accounting treatment of such costs; (ii) the higher degree of auditor judgment required in evaluating the results of audit procedures, due to the subjectivity and estimation uncertainty involved; and (iii) the involvement of professionals with specialized skills and expertise in assessing the appropriateness of the related estimates.

Addressing this matter involved performing procedures and evaluating audit evidence as part of forming our overall opinion on the consolidated financial statements. These procedures included: (i) inquiring with Company personnel responsible for overseeing the research and development activities to understand the progress of these activities, including project milestones and contract terms; (ii) discussing management's underlying assumptions regarding future economic benefits and treatment of such Research and Development cost; and (iii) Analyzing the terms of contracts between the Company and its contract research and manufacturing organizations, reviewing correspondence between the Company and these organizations regarding project completion status. We used this information to develop an independent estimate of the Advance payments and prepaid expenses and compared it to the amounts recorded by the Company.

Revenue Recognition

As discussed in Note 2 and 9 of the financial statements, the Company acted as an agent in facilitating the sales of crypto miners, produced by a third-party manufacturer, to customers of the Company during the year ended October 31, 2023. Net revenue for the sale of such products was recognized when the products were delivered to the customers and the customers completed the inspection of the same. Management assessed the Company’s contracts with the third-party manufacturer and customers in consideration of ASC 606, “Revenue from Contracts with Customers”, and determined the Company as the agent in said transactions.

We identified the recognition of revenue as a critical audit matter. Higher degree of auditor judgement is required in relation to Management’s assessment for revenue recognition and transfer of significant risk rewards associated with the sale of crypto miners.

Addressing this matter involved performing procedures and evaluating audit evidence as part of forming our overall opinion on the consolidated financial statements. These procedures included (i) reviewing and analyzing the relevant contractual terms with the third-party manufacturer; (ii) evaluating the Company’s assessment of the transfer of inventory risk and rewards; and (iii) inquiries and discussions with Management in relation to Company’s responsibility to act as an agent.

/s/ Mercurius & Associates LLP

(Formerly known as AJSH & Co LLP)

We have served as the Company’s auditor ~~since~~from 2024 to 2025.

New Delhi, India

Date: November 19, 2024

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Table of Contents

WORLD SCAN PROJECT, INC.

CONSOLIDATED BALANCE SHEETS

		October 31, 2023		October 31, 2022
		October 31, 2024		October 31, 2023
ASSETS
Current Assets
Cash and cash equivalents	$	51,~~698~~634,~~883~~200	$	5,~~836~~698,~~065~~883
Accounts receivable, trade		~~125,981~~902		1125,~~847,068~~981
Other receivables, current		-1,070,404		~~489~~-
Advance payments and prepaid expenses		54,~~122~~636,~~849~~258		165,~~389~~122,~~562~~849
Inventories		358,635		403
Inventories, net		17,045,647		358,635
TOTAL CURRENT ASSETS		1124,~~306~~387,~~348~~411		2411,~~073~~306,~~587~~348
Non-current assets
Furniture, fixtures, equipment and leasehold improvements, net		~~244~~212,~~277~~200		~~280~~244,~~024~~277
Lease asset long term		~~788~~677,~~150~~022		~~705~~788,~~007~~150
Investment securities		1,~~605~~562,~~244~~093		-1,605,244
Long term prepaid expenses and security deposits, net		5249,~~769~~071		~~112~~52,~~145~~769
Deferred tax assets		27436,~~841~~572		~~307~~27,~~438~~841
Other intangible assets, non-current		1585,~~147~~882		1915,~~960~~147
TOTAL NON-CURRENT ASSETS		23,~~733~~022,~~428~~840		12,~~424~~733,~~574~~428
TOTAL ASSETS	$	1427,~~039~~410,~~776~~251	$	2514,~~498~~039,~~161~~776
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accrued expenses and other payables	$	1,~~103~~186,~~686~~679	$	2983,~~453,668~~068
Accounts payable - related party		1945,~~679~~532		1819,~~517~~679
Income taxes payable		~~117~~334,413		~~3,329,572~~117
Consumption tax payable		2913,~~027~~882		~~941~~29,~~483~~027
Short-term lease liability		~~186~~233,~~351~~160		~~231~~186,~~041~~351
Advance received		3,358,529		7,401,171
Customer advance received		3,391,942		3,358,529
Due to related party		458		458
TOTAL CURRENT LIABILITIES		4,697,847		14,375,910
Share application pending allotment		5,154,136		120,618
TOTAL CURRENT LIABILITIES		10,360,202		4,697,847
Non-Current Liabilities
Lease liability long term		~~626~~466,~~242~~643		~~520~~626,~~002~~242
TOTAL LIABILITIES	$	510,~~324~~826,~~089~~845	$	145,~~895~~324,~~912~~089
Shareholders' Equity
Preferred stock ($0.0001 par value, 200,000,000 shares authorized; 10,000,000 shares issued and outstanding as of October 31, 2023 and 2022)	$	1,000	$	1,000
Preferred stock ($0.0001 par value, 200,000,000 shares authorized; 10,000,000 shares issued and outstanding as of October 31, 2024 and 2023)	$	1,000	$	1,000
Common stock ($0.0001 par value, 200,000,000 shares authorized, 10,817,350 and 10,647,350 shares issued and outstanding as of October 31, 2023 and 2022, respectively)		1,082		1,065
Common stock ($0.0001 par value, 200,000,000 shares authorized, 11,560,350 and 10,817,350 shares issued and outstanding as of October 31, 2024 and 2023, respectively)		1,156		1,082
Additional paid-in capital		210,~~063~~629,~~973~~847		~~323~~2,~~990~~063,973
Accumulated earnings		98,~~138~~370,~~555~~124		129,~~555~~138,~~142~~555
Accumulated other comprehensive income		(2,~~488~~418,~~923~~721)		(2,~~278~~488,~~948~~923)
TOTAL SHAREHOLDERS' EQUITY	$	816,~~715~~583,~~687~~406	$	108,~~602~~715,~~249~~687
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	1427,~~039~~410,~~776~~251	$	2514,~~498~~039,~~161~~776

The accompanying notes are an integral part of these audited financial statements.

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WORLD SCAN PROJECT, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

			Year Ended		Year Ended
			October 31, 2023		October 31, 2022
			October 31, 2024		October 31, 2023
Revenues
Revenues		$	~~288~~25,~~094~~208,229	$	14288,~~515,175~~094
Revenues – related party			-		7,879
Revenues, net			-		30,698,788
Revenues, net			30,698,788		14,917,287
Total Revenues			25,208,229		30,986,882
Total Revenues			30,986,882		29,440,341
Cost of revenues			17,594,406		135,307
Cost of revenues			135,307		11,319,348
Gross profit			7,613,823		30,851,575
Gross profit			30,851,575		18,120,993
OPERATING EXPENSE
Research and development			18773,~~717,456~~289		-18,717,456
	General and administrative expenses		176,~~618~~348,~~847~~433		417,~~308~~618,~~251~~847
Total operating Expenses			367,~~336~~121,~~303~~722		436,~~308~~336,~~251~~303
Income (loss) from operations			(5492,~~484,728)~~101		13(5,~~812~~484,~~742~~728)
Other income (expense)
	Other income		318,642		~~20,918~~31
	Other expense		(24,351)		-
	Impairment loss on internally developed software		(1,171,556)		-
Total other income (expense)			(24,320)		20,918
	Other expense		(95,123)		(24,351)
Net income (loss) before tax			(5,509,048)		13,833,660
Total other income (expense)			(1,258,037)		(24,320)
Income tax expense (credit)			(2,092,461)		4,924,878
Net income (loss) before tax			(765,936)		(5,509,048)
NET INCOME (LOSS)		$	(3,416,587)	$	8,908,782
Income tax expense (credit)			2,495		(2,092,461)
NET INCOME (LOSS)		$	(768,431)	$	(3,416,587)
OTHER COMPREHENSIVE INCOME (LOSS)
	Foreign currency translation adjustment	$	~~(209~~70,~~975)~~202	$	(2209,~~118,754~~975)
TOTAL COMPREHENSIVE INCOME (LOSS)		$	(3698,~~626,562~~229)	$	6(3,~~790~~626,~~028~~562)
Income per common share
	Basic	$	(0.3207)	$	(0.8432)
	Diluted	$	(0.1704)	$	(0.4317)
Weighted average common shares outstanding
	Basic		1011,~~696~~218,~~528~~695		10,~~647~~696,~~350~~528
	Diluted		2021,~~696~~218,~~528~~695		20,~~647~~696,~~350~~528

The accompanying notes are an integral part of these audited financial statements.

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WORLD SCAN PROJECT, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

										ACCUMULATED
								ADDITIONAL		OTHER		ACCUMULATED		TOTAL
	PREFERRED STOCK			COMMON STOCK				PAID IN		COMPREHENSIVE		EARNINGS		EQUITY
	NUMBER		AMOUNT	NUMBER		AMOUNT		CAPITAL		INCOME (LOSS)		(DEFICIT)		(DEFICIT)
Balance - October 31, 2021	10,000,000	$	1,000	10,647,350	$	1,065	$	323,990	$	(160,194)	$	3,646,360	$	3,812,221
Net income	-		-	-		-		-		-		8,908,782		8,908,782
Foreign currency translation	-		-	-		-		-		(2,118,754)		-		(2,118,754)
Balance - October 31, 2022	10,000,000	$	1,000	10,647,350	$	1,065	$	323,990	$	(2,278,948)	$	12,555,142	$	10,602,249
Common shares sold	-		-	170,000		17		1,739,983		-		-		1,740,000
Net loss	-		-	-		-		-		-		(3,416,587)		(3,416,587)
Foreign currency translation	-		-	-		-		-		(209,975)		-		(209,975)
Balance - October 31, 2023	10,000,000	$	1,000	10,817,350	$	1,082	$	2,063,973	$	(2,488,923)	$	9,138,555	$	8,715,687
Common shares sold	-		-	743,000		74		8,565,874		-		-		8,565,948
Net loss	-		-	-		-		-		-		(768,431)		(768,431)
Foreign currency translation	-		-	-		-		-		70,202		-		70,202
Balance - October 31, 2024	10,000,000	$	1,000	11,560,350	$	1,156	$	10,629,847	$	(2,418,721)	$	8,370,124	$	16,583,406

The accompanying notes are an integral part of these audited financial statements.

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WORLD SCAN PROJECT, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

			Year Ended		Year Ended
			October 31, 2023		October 31, 2022
			October 31, 2024		October 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
	Net income (loss)	$	(3768,~~416,587~~431)	$	8(3,~~908~~416,~~782~~587)
	Adjustments to reconcile net income(loss) to net cash provided by (used in) operating activities:
	Depreciation and amortization		102,436		146,437
	Depreciation, amortization and impairment		1,262,259		102,436
	Lease expense		~~293~~260,~~406~~665		~~311~~293,~~951~~406
Changes in operating assets and liabilities:
	Accounts receivable		1124,~~730,647~~193		(21,~~145~~730,~~524)~~647
	Advance payments and other prepaid expense		1142,~~293,327~~923		~~(16~~11,~~413~~293,~~398)~~327
	Inventories		(~~363~~16,~~486~~629,355)		42(363,~~482~~486)
	Other receivables		~~492~~(1,092,302)		~~14,443~~492
	Other current assets		-		~~(41,345)~~-
	Deferred tax assets		~~281~~(409,~~087~~757)		~~(357~~281,~~819)~~087
	Accrued expenses and other payables		(1254,~~469,879)~~505		2(1,~~642~~469,~~891~~879)
	Software		-		(24,602)
	Taxes payable		326,506		(4,267,861)
	Taxes payable		(4,267,861)		4,527,091
	Advance received		126,235		(4,039,118)
	Advance received		(4,039,118)		7,292,667
	ROU asset/liability		(361,861)		(314,925)
	ROU asset/liability		(314,925)		(298,465)
	Net cash used in operating activities		(16,864,420)		(170,461)
	Net cash provided by (used in) operating activities		(170,461)		4,605,591
	CASH FLOWS FROM INVESTING ACTIVITIES
	Cash paid for purchase of fixed assets		(949,~~649~~209)		(~~227~~9,~~180~~649)
	Proceeds from refund of leasehold deposits		11,011		-
	Cash paid for intangible assets		(77,218)		-
	Cash paid for investment securities		(1,628,775)		-
	Proceeds from refund of leasehold deposits		-		11,011
	Net cash used in investing activities		(1,627,413)		(227,180)
	Cash paid for investment securities		-		(1,628,775)
	Net cash used in investing activities		(126,427)		(1,627,413)
CASH FLOWS FROM FINANCING ACTIVITIES
	Stock issuance for cash		18,~~740~~565,~~000~~948		-1,740,000
	Cash received for share subscriptions prior to registration		122,361		-
	Share application money pending allotment		5,154,136		122,361
	Net cash provided by financing activities		113,~~862~~720,~~361~~084		-1,862,361
Net effect of exchange rate changes on cash		$	(~~201~~793,~~669~~920)	$	(1201,~~125,564~~669)
Net Change in Cash and Cash Equivalents			(~~137~~4,~~182~~064,683)		3(137,~~252,847~~182)
Cash and cash equivalents - beginning of period			5,~~836~~698,~~065~~883		25,~~583~~836,~~218~~065
Cash and cash equivalents - end of period		$	51,~~698~~634,~~883~~200	$	5,~~836~~698,~~065~~883
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Income taxes paid		$	178,~~013,417~~243	$	1,~~592~~013,~~781~~417
NON-CASH INVESTING AND FINANCING TRANSACTIONS
ROU Asset/Liability		$	-	$	~~1,269,132~~-

The accompanying notes are an integral part of these audited financial statements.

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NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, ~~2023~~2024

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

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 was appointed as Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer.

WSP Japan was incorporated under the laws of Japan on January 22, 2020. Currently, WSP Japan is headquartered in Tokyo, Japan. The Company’s primary business is focused on developing and manufacturing of autonomous aerial vehicles including drones.

These shares were sold pursuant to the Company’s effective S-1 Registration Statement deemed effective on August 28, 2020 at 4pm EST.

In June and August of 2023, the Company entered into subscription agreements with 10 shareholders. Pursuant to these agreements, the Company issued 170,000 shares of Common Stock in total to these shareholders and received $1,740,000 as aggregate consideration. At the time of purchase the price paid per share by each shareholder was approximately 10.00 USD. These shares were sold pursuant to the Company’s effective S-1 Registration Statement deemed effective on May 25, 2023 at 4pm EST. This offering has been completed and is no longer ongoing. However, offering deemed effective in August, 2023 is still ongoing. On August 13, 2024, we filed a Form 8-K with the SEC to announce that Mr. Ryohei Uetaki had chosen to extend the offering period of the S-1 Registration Statement, which was declared effective by the Securities and Exchange Commission at 4:00 PM EST on August 23, 2023 by an additional 90 calendar days. As a result, the offering will now conclude on or about November 21, 2024.

On August 13, 2024, we filed a Form 8-K with the SEC to announce that Mr. Ryohei Uetaki had chosen to extend the offering period of the S-1 Registration Statement, which was declared effective by the Securities and Exchange Commission at 4:00 PM EST on August 23, 2023 by an additional 90 calendar days. As a result, the offering period was extended to and ended on November 21, 2024.

We operate through our wholly owned subsidiary, World Scan Project Corporation, a Japanese Company. We are a start-up stage company currently focused on developing, designing and selling small sized drones which may be used for a variety of purposes.

Our principal executive offices are located at 2-18-23, Nishiwaseda, Shinjuku-Ku, Tokyo, 169-0051, Japan.

The Company has elected October 31^st as its year end.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidations

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, World Scan Project Corporation, whose registered address is 2-18-23, Nishiwaseda, Shinjuku-Ku, Tokyo, 162-0051, Japan. All significant intercompany accounts and transactions have been eliminated.

Basis of Presentation

This summary of significant accounting policies is presented to assist in understanding the Company’s financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements.

Reclassification

Certain amounts in the prior period have been reclassified to conform to the current period presentation.

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 of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates.

Advertising and Promotion

All advertising, promotion and marketing expenses, including commissions, are expensed when incurred.

Leases

The Company capitalizes all leased assets pursuant to ASU 2016-02, Leases (Topic 842) (“Topic 842”), which requires lessees to recognize right-of-use (“ROU”) assets and lease liability, initially measured at present value of the lease payments, on its balance sheet for leases with terms longer than 12 months and classified as either financing or operating leases. The Company excludes short-term leases having initial terms of 12 months or less from Topic 842 as an accounting policy election and recognizes rent expense on a straight-line basis over the lease term.

Related party transaction

A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. The Company conducts business with its related parties in the ordinary course of business.

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of six months or less when purchased to be cash equivalents.

Accounts Receivable and Credit Policies

Accounts receivable are recognized and carried at the original invoice amount less allowance for any uncollectible amounts. An estimate for doubtful accounts is made when collection of the full amount is no longer probable. Bad debts are written off as incurred. If there is a claim for a defect of product within four days after arrival of goods, the Company shall accept a goods return.

Customer Advance ~~payments~~ Payments and ~~prepaid~~Prepaid ~~expenses~~Expenses

Advance payments and prepaid expenses are cash paid amounts that represent costs incurred from which a service or benefit is expected to be derived in the future.

~~Inventory~~Inventories

Inventories, consisting of products available for sale, are primarily accounted for using the first-in, first-out (“FIFO”) method, and are valued at the lower of cost or market value. This valuation requires the Company to make judgments, based on currently available information, about the likely method of disposition, such as through sales to individual customers, returns to product vendors, or liquidations, and expected recoverable values of each disposition category.

Fixed assets and depreciation

Property, plant and equipment are stated at cost ~~less~~ less depreciation and impairment loss. The initial cost of the assets comprises its purchase price and any directly attributable costs of bringing the asset to its working condition and location for its intended use. Depreciation is calculated using the straight-line method over the shorter of the estimated useful life of the respective assets as follows: computer software developed or acquired for internal use, ~~2 to~~ 5 years; ~~computer equipment, 2 to 5 years; buildings and improvements, 5 to 15 years;~~ leasehold improvements, ~~13, 15,~~10 ~~up to 39~~ years; and tools, furniture and ~~equipment~~fixtures, 12 to 515 years.

Investment and Securities

In accordance with ASC 321-10-35-2, the Company elected to measure an equity security without a readily determinable fair value at its cost subject to impairment. The Company has not identified any observable price changes in orderly transactions for the identical or a similar investment of the same issuer.

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Foreign currency translation

The Company maintains its books and records in its local currency, Japanese YEN (“JPY”), which is a functional currency as being the primary currency of the economic environment in which its operation is conducted. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations.

The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying consolidated financial statements have been expressed in US$. In accordance with ASC Topic 830-30, “Translation of Financial Statement”, assets and liabilities of the Company whose functional currency is not US$ are translated into US$, using the exchange rate on the balance sheet date. Revenues and expenses are translated at weighted average quarterly rates prevailing during the period. The gains and losses resulting from translation of financial statements are recorded as a separate component of accumulated other comprehensive income within the statements of shareholders’ equity.

--------

Comprehensive income or loss

ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income or loss, its components and accumulated balances. Comprehensive income or loss as defined includes all changes in equity during a period from non-owner sources. Accumulated comprehensive income, as presented in the accompanying consolidated statements of shareholders’ equity consists of changes in unrealized gains and losses on foreign currency translation.

Revenue recognition

The Company adopted ASC 606 – Revenue from contracts with Customers: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.

Revenue amount represents the invoiced value, net of a value-added tax (“Consumption Tax”) and applicable local government levies. The Consumption Tax on sales is calculated at 10% of gross sales. The Company is subject to consumption taxes in Japan for the years ended October 31, ~~2022~~2024 and 2023.

Revenue from product sales

Revenue for products is recognized when the products are delivered to the customer and the customer completes the product inspection. Cash receipts for undelivered products are recorded as advance received. As of October 31, ~~2023~~2024, the Company had no advance received related to this stream. As of October 31, 2024, the Company had advances received related to the sale of crypto miners totaling $3,391,942.

Revenue from crypto miners sales, net

During the period ended October 31, 2023, the Company acted as an agent in facilitating the sales of crypto miners, produced by a third-party manufacturer, to customers of the Company. Revenue for the sale of crypto miners was recognized when the miners were delivered to the customers and the customers completed the inspection of the miners. Management assessed the Company’s contracts with the third-party manufacturer and customers in consideration of ASC 606, “Revenue from Contracts with Customers”, and determined the Company as the agent in said transactions. ~~As of October 31, 2023, $3,358,529 of advance received related to sales of crypto miners.~~

Revenue from educational institution program

Revenue for educational institution fees is recognized when the services are provided to the customer. Cash receipts for undelivered products are recorded as advance received. As of October 31, 2023, the Company had no advance received related to the educational institution program.

Research and Development

The Company accounts for research and development costs in accordance with ASC subtopic 730-10, Research and Development (“ASC 730-10”).

Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement.

The Company also applies the principles of ASC 985-20, Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed (“ASC 985-20”). ASC 985-20 requires that software development costs incurred in conjunction with product development be charged to research and development expense until technological feasibility is established.

The Company records expenses for research and development activities based on Management’s estimates of services received and efforts expended pursuant to contracts with vendors that conduct research and development on the Company’s behalf. The financial terms vary from contract to contract and may result in uneven payment flows as compared with services performed or products delivered. As a result, the Company is required to estimate research and development expenses incurred during the period, which impacts the amount of Advance payments and prepaid expenses balances related to such costs as of each balance sheet date. Management estimates the amount of work completed through discussions with internal personnel and the contract research and contract manufacturing entity as to the progress or stage of completion of the services. The Company’s estimates are based on a number of factors, including the Company’s knowledge of the status of each of the research and development project milestones.

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. The Company recognized deferred tax assets of $27436,~~841~~572 and $~~307~~27,~~438~~841 as of October 31, ~~2023~~2024 and October 31, ~~2022~~2023, respectively.

Basic Earnings (Loss) Per Share

The Company computes basic and diluted earnings (loss) per share in accordance with ASC Topic 260, Earnings per Share. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the reporting period. Diluted earnings (loss) per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. Each shareholder of Series A Preferred Stock may convert their shares at the option of the holder thereof into an equal amount of shares of any other class or series of the Company’s stock on a one to one basis, therefore the Company computes diluted earnings (loss) per shares by dividing net income (loss) by the sum of the total of weighted average number of common shares and total preferred shares outstanding.

Basic and diluted earnings per share are as follows:

	October 31,
	2023		2022
	2024		2023
Basic earnings per share	$	(0.3207)	$	(0.8432)
Diluted earnings per share	$	(0.1704)	$	(0.4317)

Fair Value of Financial Instruments

The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

- Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

- Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

- Level 3 – Inputs that are both significant to the fair value measurement and unobservable.

Recently Issued Accounting Pronouncements

The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements.

Concentration of Purchases

Net purchase from suppliers accounting for 10% or more of total purchases are as follows:

For the year ended October 31, 2024, 45.85% of the inventories were purchased from CU Holdings Co., Ltd, a trading company for Web3 Computing Corp, in the amount of $8,067,098, 13.25% of the inventories were purchased from Musashi, Inc., a trading company for Web3 Computing Corp, in the amount of $2,331,489, and 12.88% of the inventories were purchased from Web3 Computing Corp in the amount of $2,266,128.

For the period ended October 31, 2023, 100% of the inventories were purchased from G-Force in the amount of $471,510.

For the year ended October 31, 2022, 51.81% of the inventories were purchased from G-Force in the amount of $5,864,586 and 24.95% of the inventories were purchased from DN Branch in the amount of $2,823,899.

Concentration of Revenues

Revenues from customers accounting for 10% or more of total revenues are as follows:

For the year ended October 31, 2024, 30.45% of total revenue was generated from DN Branch, LLC in the amount of $7,675,980, 14.8% of total revenue was generated from Drone Net, Inc. in the amount of $3,732,072 and 11.95% of total revenue was generated from I’rom Co., Ltd in the amount of $3,013,002.

For the year ended October 31, 2023, 21% of total revenue was generated from Kinoshita Group in the amount of $6,610,618.

For the year ended October 31, 2022, 48.31% of total revenue was generated from Done Net in the amount of $14,221,414.

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NOTE 3 - ~~GOING~~ACCOUNTS ~~CONCERN~~RECEIVABLE

~~The~~Accounts ~~Company’s~~receivable from ~~financial~~customers ~~statements~~totaled ~~are~~$902 as ~~prepared in~~of ~~accordance~~October ~~with~~31, ~~generally~~2024 ~~accepted~~and ~~accounting~~$125,981 as ~~principles~~of ~~applicable~~October to31, a2023. ~~going~~No ~~concern~~bad ~~that~~debt ~~contemplates~~allowance ~~the~~was ~~realization of assets~~provided ~~and~~as ~~liquidation~~ of ~~liabilities~~October in31, ~~the~~2024 ~~normal~~and ~~course~~October of31, ~~business~~2023.

The Company demonstrates mixed trends, compared with the previous fiscal years, in our financial statements as in below:

As of October 31, 2023, the Company had working capital of $6,608,501, a decrease of $3,089,176 (-32%) as compared to working capital of $9,697,677 as of October 31, 2022. Additionally, the Company recorded cash and cash equivalents of $5,698,883, a decrease of $137,182 as compared to $5,836,065 in the prior year period ended October 31, 2022, The Company’s comparable liquidity to prior year is derived from increased sales of crypto miners and drone products and the sale of common shares (see Note 12), which balance out increased expenditures in research and development (see Note 10). As stated in the consolidated financial statements, the Company, for the year ended October 31, 2023, recorded a net loss of $3,416,587 (-138.35% y-o-y) and used $170,461 (-103.7% y-o-y) in cash flows from operating activities. The change in net profit(loss), use of cash from operations, and decrease in working capital is mainly related to a large increase in research and development costs expensed in the year ended October 31, 2023 (see Note 10).

Having reviewed the above, the Company realizes that whether we should be able to continue the positive trends demonstrated in our previous financial statements lies in our ability to continue to generate revenue and increase revenue going forward. Principally, the Company's consolidated financial statements are based on going concern assumptions, which assume the realization of assets and offset of liabilities in the normal course of business. Based on this, the Company also recognizes that it is critical for us to continue to operate and/or perform our obligation(s) in the future and procure any required funds needed to meet the redemption of its debt during normal business operations.

NOTE 4 - ACCOUNTS RECEIVABLE

Accounts receivable from customers totaled $125,981 as of October 31, 2023 and $1,847,068 as of October 31, 2022. No bad debt allowance was provided as of October 31, 2023 and October 31, 2022.

Concentration of Accounts Receivable

Accounts receivable from customers accounting for 10% or more of total accounts receivable are as follows:

As of October 31, ~~2023~~2024, ~~99.86~~100% of total accounts receivable was owed to the Company by ~~Drone~~Sanyukai ~~Net~~Medical ~~Co.,~~Corp ~~Ltd,~~ in the amount of $~~125,811~~902.

As of October 31, ~~2022~~2024, 7799.3686% of total accounts receivable was owed to the Company by Drone Net inCo., ~~the amount of $1~~Ltd,~~428,976 and~~ ~~15.36% of total accounts receivable was owed to the Company by Chabi~~ in the amount of $~~283~~125,~~792~~811.

NOTE 54 - ADVANCE PAYMENTS AND PREPAID EXPENSES

Advance payments are comprised of the payments for the undelivered products and other deliverables. As of October 31, ~~2023~~2024 and October 31, ~~2022~~2023, the Company had advance payments and other prepaid expenses of $54,~~122~~636,~~849~~258 and $165,~~389~~122,~~562~~849, respectively. Details of the advance payments as of October 31, ~~2023~~2024 and October 31, ~~2022~~ 2023 are as follows:

		October 31, 2023		October 31, 2022
		October 31, 2024		October 31, 2023
Purchase of products from G-Force Inc.	$	-	$	101,158
Purchase of products from Web3 Computing Corp	$	4,295,746	$	4,932,546
Purchase of products from Sankyu Co., Ltd		28,~~782~~009		-28,782
Purchase of parts from Team M		-		37,097
Purchase of products from I’rom Group Co.		134,438		-
Purchase of parts from Wise Partners Co., Ltd		-		228,785
Purchase of products Rogyx Co., Ltd		67,401		-
Purchase of parts from Rogyx Co., Ltd		-		31,161
Purchase of consulting services from IBC Consulting		-		8,829
Purchase of consulting services from IBC Consulting		8,829		-
Other advances and prepaid expenses		110,654		152,692
Purchase of cryptocurrency miners from Web3 Computing Corp		4,932,546		15,915,311
Totals	$	4,636,258	$	5,122,849
Other advances and prepaid expenses		152,692		76,050
Totals	$	5,122,849	$	16,389,562

NOTE 65 - FIXED ASSETS

The Company recognizes purchased assets with a useful life longer than one year as fixed or non-current assets. These assets are depreciated using the straight-line method of depreciation over the estimated useful life of the assets.

During the year ended October 31, 2024, the Company purchased additional long-term assets totaling $1,218,854, including software. The Company is depreciating fixed assets over a 1-39 year period once they were put into use. Depreciation expense for the year ended October 31, 2024 was $1,251,414. The Company recorded an impairment expense related to the software asset after an evaluation determined the asset value should be reduced by the amount of the professional fees incurred in the development of the software (see Note 11).

During the year ended October 31, 2023, the Company purchased additional long-term assets totaling $9,649. The Company is depreciating fixed assets over a 1-39 year period once they were put into use. Depreciation expense for the year ended October 31, 2023 was $51,131.

~~During the~~NOTE ~~year~~6 ~~ended October 31, 2022, the Company purchased long~~-~~term~~ ~~assets,~~ADVANCE including building renovations, totaling approximately $227,180. The Company is depreciating these assets over a 5-10 year period once they were put into use. Depreciation expense for the year ended October 31, 2022 was approximately $50,535.RECEIVED

~~NOTE~~Advance 7received -is ~~ADVANCE~~the ~~RECEIVED~~amount the Company received in advance from the customer for their orders placed with us. As of October 31, 2024 advance received in the amount of $3,391,942 was related to our sales of cryptocurrency miners which represents a large amount in both number of transactions and values. As of October 31, 2023, advance received in the amount of $3,358,529 was related to our sales of cryptocurrency miners which represents a large amount in both number of transactions and values.

~~Advance received is the amount the Company received~~NOTE in advance from the customer for their orders placed with us. As of October 31, 2023 advance received in the amount of $3,358,529 was related to our sales of cryptocurrency miners which represents a large amount in both number of transactions and values. As of October 31, 2022, advance received in the amount of $7~~,401,171 was related~~ to- ~~our~~Investment ~~sales of cryptocurrency miners which represents a large amount in both number of transactions~~ and ~~values.~~Securities

~~NOTE~~During the year ended October 31, 2023, the company 8has -invested ~~Investment~~$1.6 million (JPY 240 million) in 400 shares of Company A. For that investment, the Company has received an exclusive right to commercialize IOT Edge Data Center Business. Further, the Company is developing IOT Terminal for which the Company has appointed WEB3 and ~~Securities~~NBCT to develop the said technology and Company A is developing Immersion cooling technology (IOT Edge Data Centre).

~~During~~There ~~the~~is ~~year~~no ~~ended~~impairment ~~October~~required ~~31,~~for ~~2023,~~such ~~the company has invested $1.6 million (JPY 240 million) in 400 shares of ZYRQ Corp. For that~~ investment~~, the Company has received an exclusive right~~ toas ~~commercialize~~at ~~IOT~~October ~~Edge Data Center Business. Further~~31, ~~the~~2024 ~~Company is developing IOT Terminal for which the Company has appointed WEB3~~ and ~~NBCT~~October to31, ~~develop the said technology and ZYRQ is developing Immersion cooling technology (IOT Edge Data Centre)~~2023.

~~There is no impairment required for such investment~~NOTE as8 at- ~~October 31, 2023 and in subsequent period.~~REVENUE

~~NOTE~~During the year ended October 31, 2024, the Company 9recorded gross revenues of $25,208,229, which included $21,391,912 in sales of crypto miners. Revenue for the sale of crypto miners was recognized when the miners were delivered to the customers and the customers completed the inspection of the miners. Management assessed the Company’s contracts with the third-party ~~REVENUE~~manufacturer and customers and its inventory procedures in consideration of ASC 606, “Revenue from Contracts with Customers”, and determined the Company did not act as an agent in said transactions. As such, the company recognized crypto miner sales as gross revenue.

During the year ended October 31, 2023, the Company acted as an agent in facilitating the sales of crypto miners, produced by a third-party manufacturer, to customers of the Company. Revenue for the sale of crypto miners was recognized when the miners were delivered to the customers and the customers completed the inspection of the miners. Management assessed the Company’s contracts with the third-party manufacturer and customers in consideration of ASC 606, “Revenue from Contracts with Customers”, and determined the Company as the agent in said transactions. As such, the company recognized crypto miner sales net of costs. During the three month period ended July 31, 2023, there were changes in the Company’s operating agreements that resulted in a change in the reporting of revenue associated with the sales of crypto miners, to that of product sales with the corresponding cost of sales of the crypto miners included in total cost of revenues. However, the effect of such restatement doesn't have any impact on the net income.

	Year Ended
	October 31,
	2023		2022
	2024		2023
Revenues
Product sales	$	~~203~~3,~~225~~732,656	$	14203,~~043,637~~225
Product sales – related party		-		~~7,879~~-
Crypto miners sales, net		30,698,788		14,917,287
Crypto miners sales, gross		21,391,912		-
Drone imaging and video production		81,187		-
Crypto miners sales, net		-		30,698,788
Program for educational institution		-		33,541
Drone imaging and video production		51,838		81,187
Other		3,682		437,997
Program for educational institution		-		-
Total Revenue Under ASC 606	$	30,986,882	$	29,440,341
Other		31,823		3,682
Total Revenue Under ASC 606	$	25,208,229	$	30,986,882

NOTE 9 - COST OF REVENUES

During the year ended October 31, 2024, contracts with crypto miner customers changed to the extent that management changed the Company’s reporting from sales by agent, net of cost of goods sold, to that of gross sales with related cost of goods sold (see Note 8).

NOTE 10 - RESEARCH & DEVELOPMENT

During the year ended October 31, 2024, the Company incurred research and development expenses of $773,289 for three products the Company intends to offer for sale in the future.

The Company incurred Research and Development expenditure totaling $18,717,456 in respect of various technologies mainly for two products Company intends to offer for sale in the future during the year ended October 31, 2023. All the technologies were in progress as on October 31, 2023, and all the expenditure incurred till year end was expensed in accordance with ASC 985 “Software – Costs of Software to Be Sold, Leased, or Marketed” and ASC 730 “Research and Development Costs”. Subsequent to year ended October 31, 2023, the Company has made a capitalization in accordance with ASC 985 “Software – Costs of Software to Be Sold, Leased, or Marketed”. Such capitalization has been made by the Company considering the fact that the Net realizable value/Future Economic Benefits exceeds unamortized cost. Expenses totaling $12,889,323 were recorded for R&D specifically related to producing a cost-effective cooling system for data centers. Expenses totaling $5,077,179 were recorded for R&D specifically related to producing technology to be used by other companies to produce NFTs, mainly for marketing purposes. There were also general R&D costs of $750,954. The total R&D expense contributed to a net loss before tax for the year ended October 31, 2023 of $3,416,587, which necessitated an adjustment to the accrual for income taxes payable resulting in a tax credit of $2,092,461 for the year (see Note 11).

NOTE 11 - ~~INCOME~~ ~~TAXES~~ IMPAIRMENT LOSS

~~For~~During the ~~years~~ year ended October 31,. ~~2023 and 2022~~2024, the Company ~~had~~made ~~income~~a ~~tax~~capitalization ~~expense(credit)~~ in ~~the~~accordance ~~amount~~with ASC 985 “Software – Costs of ~~($2,092,461) and~~Software $4to Be Sold,~~924~~ Leased,~~878,~~ ~~respectively~~or Marketed”. ~~The~~ ~~income~~Such ~~tax~~capitalization ~~credit~~was ~~for year~~made ~~ended~~by ~~October~~the ~~31,~~Company ~~2023~~considering ~~was~~the ~~due~~fact tothat the ~~adjustment~~Net torealizable ~~income~~value/Future ~~taxes~~Economic Benefits ~~payable~~exceeded ~~resulting~~unamortized ~~from~~cost. However, the ~~net~~Company ~~loss~~also ~~before~~recorded ~~taxes~~an ~~for~~impairment ~~the~~expense ~~year~~related ~~ended October~~to ~~31,~~the ~~2023~~software ofasset ~~$3,416,587).~~after an ~~During~~evaluation determined the ~~years~~asset ~~ended~~value ~~October~~should ~~31,~~be ~~2023~~reduced ~~and~~by ~~2022,~~the amount of the ~~Company~~professional ~~paid~~fees ~~income~~incurred ~~taxes~~in ~~totaling~~the ~~$1,013,417~~development ~~and~~of the software ~~$1,592,781,~~(see ~~respectively~~Note 10).

NOTE 12 - INCOME TAXES

For the years ended October 31, 2024 and 2023, the Company had income tax expense(credit) in the amount of $2,495 and ($2,092,461), respectively. The income tax credit for year ended October 31, 2023 was due to the adjustment to income taxes payable resulting from the net loss before taxes for the year ended October 31, 2023 of $3,416,587. During the years ended October 31, 2024 and 2023, the Company paid income taxes totaling $78,243 and $1,013,417, respectively.

United States

The Company was incorporated under the laws of the State of Delaware on October 25, 2019. The U.S. federal income tax rate is 21%.

Japan

The Company conducts its major businesses in Japan through WSP Japan and is subject to tax in this jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the local tax authority.

The Company is subject to a number of income taxes, which, in aggregate, represent a statutory tax rate approximately as follows:

	Company’s assessable profit
For the year ended October 31,	Up to JPY 4 million	Up to JPY 8 million	Over JPY 8 million
2023	23.15%	25.73%	38.07%
2024	23.15%	25.73%	38.07%

As of October 31, ~~2023~~2024 and October 31, ~~2022~~2023, the Company had income tax payable of $~~117~~ 334,413 and $3117,~~329,572,~~ respectively.

As of October 31., ~~2023~~2024 and October 31, ~~2022~~2023, the Company had deferred ~~tax~~ tax assets of $2731,~~841~~517 and $~~307~~27,~~438~~841, respectively.

For the years ended October 31, ~~2023~~2024 and ~~2022~~2023, the Company’s income tax expenses (credit) are as follows:

	For the Years Ended
	October 31,
	2023			2022
	2024			2023
Current	$	(2420,~~352,130~~386	)	$	5(2,~~282~~352,~~697~~130)
Deferred		~~259~~4,~~669~~515			~~(357~~259,~~819~~669	)
Total	$	(2415,~~092,461~~871	)	$	4(2,~~924~~092,~~878~~461)

A reconciliation of the effective income tax rates reflected in the accompanying consolidated statements of operations to the Japanese statutory tax rate for the years ended October 31, ~~2023~~2024 and ~~2022~~2023 is as follows:

	For the Years Ended
	October 31,
	2023			2022
	2024			2023
Japanese statutory tax rate		34.59	%		34.59	%
Change in valuation allowance		~~(0.19~~-	)		1(0.0119)
Tax credit		~~(9.00~~-	)		-(9.00)
Effective tax rate		2534.4059	%		3525.6040	%

The tax effects of temporary differences that give rise to the deferred tax assets at October 31, 2023 and 2022 are presented below:

	October 31,			October 31,
	2023			2022
	2024			2023
Deferred tax assets
Business tax payable	$	-30,530		$	~~307,438~~-
Loss carry forward		2697,~~255~~797			-26,255
Other		~~89,684~~987			8289,~~991~~684
Subtotal		~~115~~129,~~939~~314			~~390~~115,~~429~~939
Less valuation allowance		(8897,~~098~~797	)		(8288,~~991~~098	)
Total deferred tax assets	$	2731,~~841~~517		$	~~307~~27,~~438~~841

The realization of deferred tax assets is dependent upon the generation of sufficient taxable income of the appropriate character in future periods. The Company regularly assesses the ability to realize its deferred tax assets and establish a valuation allowance if it is more-likely-than-not that some portion of the deferred tax assets will not be realized. The Company weighs all available positive and negative evidence, including its earnings history and results of recent operations, projected future taxable income, and tax planning strategies.

The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight may be given to subjective evidence such as the Company’s projections for growth. The adjustments of a valuation allowance against deferred tax assets may cause greater volatility in the effective tax rate in the periods in which the valuation allowance is adjusted. For the year ended October 31, 2023, certain valuation allowance was released for WSP Japan considering the collectability of deferred tax assets.

As of October 31, 2023, WSP Japan had net operating losses which can be carried forward for income tax purposes of $75,904 to reduce future taxable income. If not used, these carryforwards will expire in 2033.

NOTE 1213 - SHAREHOLDERS’ EQUITY

Preferred Stock

The authorized preferred stock of the Company consists of 200,000,000 shares with a par value of $0.0001. The authorized Series A Preferred Stock of the Company consists of 100,000,000. There were 10,000,000 shares of Series A Preferred Stock issued and outstanding as of October 31, ~~2023~~2024 and October 31, ~~2022~~2023.

The rights, preferences, privileges, restrictions and other matters relating to the Series A Preferred Stock are as follows:

(a) Each share of Series A Preferred Stock shall have no voting rights;

(b) Each shareholder of Series A Preferred Stock may convert their shares at the option of the holder thereof into an equal amount of shares of any other class or series of the Company’s stock on a one to one basis.

Common Stock

The authorized common stock of the Company consists of 200,000,000 shares with a par value of $0.0001. There were 1011,~~817~~560,350 and 10,~~647~~817,350 shares of common stock issued and outstanding as of October 31, ~~2023~~2024 and October 31, ~~2022~~2023, respectively.

During the year ended October 31, 2024, 743,000 shares of common stock were sold to 43 shareholders for proceeds totaling $8,565,948 by an S-1 offering deemed effective on August 23, 2023 and extended to November 2024.

During the year ended October 31, 2023, 170,000 shares of common stock were sold to 9 shareholders for proceeds totaling $1,500,000 by S-1 offering deemed effective on May 25, 2023. In addition, due to another offering by S-1 deemed effective on August 23, 2023, proceeds totaling $240,000 from 1 shareholder has been recorded. The latter offering has not been closed yet. On August 13, 2024, we filed a Form 8-K with the SEC to announce that Mr. Ryohei Uetaki had chosen to extend the offering period of the S-1 Registration Statement, which was declared effective by the Securities and Exchange Commission at 4:00 PM EST on August 23, 20234 by an additional 90 calendar days. As a result, the offering will now conclude on or about November 21, 2024.

~~NOTE 13~~Share -application ~~LEASE~~money ~~ASSETS~~pending ~~AND LIABILITIES~~allotment

During the year ended October 31, 2024, funds totaling $5,154,136 were received by the Company, along with applications for the purchase of shares, from 31 perspective shareholders. In November 2024, the common shares, totaling 437,000 were issued to the shareholders.

NOTE 14 - LEASE ASSETS AND LIABILITIES

Our adoption of ASU 2016-02, Leases (Topic 842), and subsequent ASUs related to Topic 842, requires us to recognize substantially all leases on the balance sheet as an ROU asset and a corresponding lease liability. The new guidance also requires additional disclosures as detailed below. We adopted this standard on the effective date of November 1, 2020 and used this effective date as the date of initial application. Under this application method, we were not required to restate prior period financial information or provide Topic 842 disclosures for prior periods. We elected the ‘package of practical expedients,’ which permitted us to not reassess our prior conclusions related to lease identification, lease classification, and initial direct costs, and we did not elect the use of hindsight.

We determine if a contract is a lease at the inception of the arrangement. We review all options to extend, terminate, or purchase the ROU assets, and when reasonably certain to exercise, we include the option in the determination of the lease term and lease liability. We have six operating leases related to our office space in Tokyo with remaining lease terms of 1 to over 3 years. We recognized $~~293~~266,~~406~~951 and $~~311~~293,~~951~~406 in operating lease costs for the years ended October 31, ~~2023~~2024 and October 31, ~~2022~~2023, respectively.

Lease ROU assets and liabilities are recognized at commencement date of the lease, based on the present value of lease payments over the lease term. The lease ROU asset also includes any lease payments made and excludes any lease incentives. When readily determinable, we use the implicit rate in determining the present value of lease payments. When leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease commencement date, including the lease term.

The tables below present financial information associated with our leases. As noted above, we adopted Topic 842 using a transition method that does not require application to periods prior to adoption.

	Balance Sheet Classification		October 31, ~~2023~~2024		October 31, ~~2022~~2023
Right-of-use assets	Lease asset long	$	~~788~~677,~~150~~022	$	~~705~~788,~~007~~150
Current lease liabilities	Short-term lease liability		~~186~~233,~~351~~160		~~231~~186,~~041~~351
Non-current lease liabilities	Lease liability long term		~~626~~466,~~242~~643		~~520~~626,~~002~~242
Maturities of lease liabilities as of October 31, 2023 are as follows:
Maturities of lease liabilities as of October 31, 2024 are as follows:
2024	225,282
2025	241,145
2025	155,499
2026	94,894
2026	80,262
2027	78,105
2027 and beyond	387,934
2028 and beyond	312,419
Total	~~848~~726,~~977~~563
Add(Less): Imputed interest	(3626,~~384~~760)
Present value of lease liabilities	~~812~~699,~~593~~803

NOTE 14 -15 - ACCRUED EXPENSES AND OTHER PAYABLES

Accrued expenses and other payables are comprised of trade accounts payable, accrued payroll tax liabilities and accrued expenses. As of October 31, ~~2023~~2024 and October 31, ~~2022~~2023, the Company had accrued expenses and other payables of $1,~~103~~189,~~686~~ 679 and $2983,~~453~~068,~~668,~~ respectively. Details of the accrued expenses and other payables as of October 31, ~~2023~~2024 and October 31, ~~2022~~2023 are as follows:

		October 31, 2023		October 31, 2022
		October 31, 2024		October 31, 2023
Accounts payable, trade	$	~~893~~1,~~805~~109,345	$	2893,~~383,161~~805
Accounts payable for employees		4363,~~106~~631		5443,~~879~~106
Deposits received prior to registration of shares		120,618		-
Accrued payroll liabilities		13,703		46,157
Accrued payroll liabilities		46,157		15,628
Totals	$	1,186,679	$	983,068
Totals	$	1,103,686	$	2,453,668

NOTE 1516 - RELATED-PARTY TRANSACTIONS

Revenue

During the year ended October 31, 2022, revenue totaling $7,879 was recognized from sales to related party ZEXAVERSE. The said company is considered as a related party due to the fact that Ryohei Uetaki, CEO of the Company, controls the said company.

The terms and conditions applied to the above transactions were the same as those applied to sales to customers not related to the Company.

Loan to the Company

As of October 31, 2024, our CEO and Director, Ryohei Uetaki, has advanced to the Company $45,532 for salary and $458 for expenses. This advance is considered as a loan to the Company which is unsecured, noninterest-bearing and payable on demand.

As of October 31, 2023, our CEO and Director, Ryohei Uetaki, has advanced to the Company $19,679 for salary and $458 for expenses. This advance is considered as a loan to the Company which is unsecured, noninterest-bearing and payable on demand.

AsNOTE of17 ~~October~~- ~~31,~~SUBSEQUENT 2022, our CEO and Director, Ryohei Uetaki, has advanced to the Company $18,517 for salary and $458 for expenses. This advance is considered as a loan to the Company which is unsecured, noninterest-bearing and payable on demand.EVENTS

~~Transfer~~The Company has evaluated subsequent events ofthrough ~~assets~~September 2, 2025, the date on which the consolidated financial statements were available to ~~ZEXAVERSE~~be issued and has found no material transactions to report except for the following.

~~Aiming~~Subsequent to ~~establish a~~October ~~new~~31, ~~revenue~~2024, ~~source~~437,000 ~~the~~shares of ~~Company~~common ~~planned~~stock towere ~~enter~~issued ato ~~new~~31 ~~business,~~shareholders. ~~create~~Payments ~~avatars~~for ~~which~~these ~~offer~~shares ~~exploring~~were ~~opportunities~~received inby ~~metaverse.~~the ~~Found less~~Company ~~feasible~~prior to ~~realize~~October ~~reasonable revenue~~31, ~~the~~2024 ~~Company~~and ~~gave~~these funds, uptotaling ~~the~~$5,154,136, ~~idea~~are ~~and~~reported ~~related~~as ~~assets~~“Share ~~were~~application ~~transferred~~pending toallotment” ~~ZEXAVERSE~~in ~~before~~ the ~~Company~~ ~~put~~October ~~those~~31, in2024 ~~service~~consolidated financial statements.

~~For~~On ~~the~~May ~~said transaction~~19, ~~the Company and ZEXAVERSE entered into a memorandum on July 1~~2025, ~~2022~~the ~~and~~Board ~~assets~~of ~~were~~Directors ~~all~~of ~~transferred to ZEXAVERSE on July~~World 15Scan Project, ~~2022~~Inc. ~~However,~~(or the “Company”) ~~was~~approved the ~~contracting~~dismissal ~~party with the vendors in sourcing assets for the new business, the Company invoiced the sum~~ of ~~contract~~Mercurius ~~value~~& ~~with~~Associates ~~vendors~~LLP to(“Mercurius”) ~~ZEXAVERSE upon the said transfer and booked the said amount~~ as ~~other receivables – related~~ ~~party, a total of $727,911. The amount we disbursed to~~ the ~~vendors~~Company’s ~~and~~independent ~~the~~registered ~~amount~~public ~~the~~accounting ~~company~~firm, ~~invoiced~~ to ~~ZEXAVERSE,~~be ~~which~~effective ~~was~~on ~~paid~~May ~~by October 31~~21, ~~2022, are the same amount~~2025. ~~There is no revenue/loss, inventory, cost of goods sold occurred or recorded as an asset to the Company in relation to this transaction.~~

~~Sales~~On ~~activities~~May ~~with~~21, ~~ZEXAVERSE~~2025, the Board of Directors approved the engagement of BCRG Group (PCAOB ID: 7158) as the Company’s independent registered public accounting firm for the audit of the fiscal year ended October 31, 2024, and any reviews of interim periods thereafter.

During the year ended October 31, 2022, the Company sold goggles ($7,879 in total) to ZEXAVERSE. The terms of conditions applied to the said transactions were the same conditions the Company applies to the non-Related Party clients, and the Company did not give any advantages to ZEXAVERSE.

Account receivables and sales relevant to the said transactions are presented in the Consolidated Balance Sheets and Consolidated Statements of Operations and Comprehensive Income hereinabove.

NOTE 16 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events through November 19, 2024, the date on which the consolidated financial statements were available to be issued and has found no material transactions to report except the following:

On January 17, 2024, World Scan Project Inc.’s (the “Company”) independent registered public accounting firm, M&K CPAS, PLLC (“MK”) resigned effective immediately. The report of MK on the Company’s consolidated financial statements for fiscal years ended October 31, 2022 and 2021 included in the Company’s annual report on Form 10-K for the year ended October 31, 2022, did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principle, except that such report expressed substantial doubt regarding the Company’s ability to continue as a going concern.

During the fiscal years ended October 31, 2022 and 2021, and the subsequent interim period through January 17, 2024, there were no (1) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and MK on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which would have caused it to make reference to the subject matter of such a disagreement in connection with its audit reports on the Company’s financial statements for such years, or (2) reportable events (as described in Item 304(a)(1)(v) of Regulation S-K).

On May 7, 2024, the Board of Directors approved the engagement of Mercurius & Associates LLP (PCAOB ID: 3223)(“MAS”) as the Company’s independent registered public accounting firm for the audit of the fiscal year ended October 31, 2023, and any reviews of interim periods thereafter. During the fiscal years ended October 31, 2022 and 2021 and through October 31, 2023, neither the Company nor anyone on its behalf consulted with MAS regarding (1) the application of accounting principles to a specified transaction, completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided to the Company that Mercurius & Associates LLP concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (2) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

On August 13, 2024, we filed a Form 8-K with the SEC to announce that Mr. Ryohei Uetaki had chosen to extend the offering period of the S-1 Registration Statement, which was declared effective by the Securities and Exchange Commission at 4:00 PM EST on August 23, 2023 by an additional 90 calendar days. As a result, the offering will now conclude on or about November 21, 2024. The Company will continue to provide investors with a current prospectus, including up-to-date financial information and any other required disclosures.

-F10-

Table of Contents

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

On ~~January~~May 1719, ~~2024~~2025, ~~World~~the Board of Directors of World Scan Project, Inc.’s (or the “Company”) ~~independent~~approved ~~registered~~the ~~public~~dismissal ~~accounting~~of ~~firm,~~Mercurius M&K ~~CPAS,~~Associates ~~PLLC~~LLP (“MKMercurius”) ~~resigned~~as the Company’s independent registered public accounting firm, to be effective ~~immediately~~on May 21, 2025.

The report of ~~MK on~~ Mercuriuson the Company’s consolidated financial statements for fiscal years ended October 31, ~~2022~~2023 and ~~2021~~2024 included in the Company’s annual report on Form 10-K for the year ended October 31, ~~2022~~2023, did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principle, except that such report expressed substantial doubt regarding the Company’s ability to continue as a going concern.

~~During~~There ~~the fiscal years ended October 31, 2022 and 2021, and the subsequent interim period through January 17, 2024, there~~ were no (1) disagreements ~~(as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions)~~ between the Company and MKMercurius regarding ~~on any matter of~~ accounting principles ~~or practices~~, financial statement ~~disclosure~~disclosures, or auditing scope or ~~procedure~~procedures, ~~which~~as ~~would~~defined ~~have~~in ~~caused~~Item it304(a)(1)(iv) ~~to make reference to the subject~~of ~~matter~~Regulation ~~of such a disagreement in connection with its audit reports on the Company’s financial statements for such years~~S-K, ornor (2) reportable events (as ~~described~~outlined in Item 304(a)(1)(v) of Regulation S-K).

On May 721, ~~2024~~2025, the Board of Directors approved the engagement of ~~Mercurius~~BCRG &Group ~~Associates LLP~~ (PCAOB ID: ~~3223~~7158) as the Company’s independent registered public accounting firm for the audit of the fiscal year ended October 31, ~~2023~~2024, and any reviews of interim periods thereafter.

During the fiscal ~~years~~year ended October 31, ~~2022~~2023, ~~and~~as ~~2021~~well ~~and~~as ~~through~~the ~~October~~prior ~~31,~~fiscal ~~2023~~years, neither the Company nor anyone on its behalf, consulted with ~~Mercurius~~BCRG &Group ~~Associates LLP~~ regarding (1) the application of accounting principles to a specified transaction, completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided to the Company that ~~Mercurius~~BCRG Group ~~& Associates LLP~~ concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (2) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

Item 9A. Controls and Procedures.

Disclosure Controls and Procedures

The Company has adopted and maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the reports filed under the Exchange Act, such as this annual report, is collected, recorded, processed, summarized and reported within the time periods specified in the rules of the SEC. The Company’s disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to management to allow timely decisions regarding required disclosure. As required under Exchange Act Rule 13a-15, the Company’s management, including the Chief Executive Officer who also serves as our Principal Financial Officer, has conducted an evaluation of the effectiveness of disclosure controls and procedures as of the end of the period covered by this annual report. Based on that evaluation, the Chief Executive Office who also serves as our Principal Financial Officer concluded that the disclosure controls and procedures are ineffective.

Our Chief Executive Officer, Ryohei Uetaki, has reviewed the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) as of the end of the period covered by the report October 31, 2023 and has concluded that (i) the Company’s disclosure controls and procedures are not effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Commission, and (ii) the Company’s controls and procedures have not been designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of published financial statements. Management conducted an assessment of the Company’s internal control over financial reporting based on the framework and criteria established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework issued in 2013. Based on the assessment, management concluded that, as of October 31, ~~2023~~2024, the Company’s internal control over financial reporting is ineffective based on those criteria.

The Company’s management, including its Chief Executive Officer who also serves as our Chief Financial Officer, does not expect that the Company’s disclosure controls and procedures and its internal control processes will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of error or fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that the breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

The matters involving internal controls and procedures that our Chief Executive Officer considered to be material weaknesses under the standards of the Committee of Sponsoring Organizations of Treadway Commission were: domination of management by a single individual without adequate compensating controls, lack of a majority of outside directors on board of directors, inadequate segregation of duties consistent with control objectives, lack of well-established procedures to identify, approve and report related party transactions, and lack of an audit committee.

Management believes that the material weaknesses did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and inadequate segregation of duties results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

Management recognizes that its controls and procedures would be substantially improved if we had an audit committee and two individuals serving as officers and as such is actively seeking to remediate this issue.

Management’s Remediation Initiatives

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

We have increased our personnel resources and technical accounting expertise to remediate material weakness in internal control over financial reporting. We plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.

We will work as quickly as possible to implement these initiatives; however, the lack of adequate working capital and positive cash flow from operations will likely slow this implementation.

Changes in Internal Control

There have been no changes in internal controls over the financial reporting that occurred during the fiscal fourth quarter, that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.

Item 9B. Other Information.

None.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Biographical information regarding the Officers and Directors of the Company, who will continue to serve as Officers and Directors of the Company are provided below:

World Scan Project, Inc.

NAME	AGE	POSITION
Ryohei Uetaki	5051	Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director
Yasumasa Ichikawa	3132	Chief Technology Officer

World Scan Project Corporation

NAME	AGE	POSITION
Ryohei Uetaki	5051	Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director
Yasumasa Ichikawa	3132	Chief Technology Officer

Ryohei Uetaki

Mr. Ryohei Uetaki graduated from the Osaka Gakuin University Faculty of Commerce in 1997. In 2000, he incorporated Zero Step Ltd and assumed the position of president. In 2006, Zero Step Ltd ceased all operations. In 2006, Mr. Uetaki joined EAZ Holdings Ltd as a director in charge of the company’s marketing efforts. Mr. Uetaki remained as director of EAZ until 2007. From 2007 to 2019, he was engaged as an independent business consultant. From 2017 to 2018, he served as an associated professor of Keio University Graduate School. On October 25, 2019, he was appointed as the president, CEO and director of World Scan Project, Inc. On January 10, 2020, he was appointed as the CEO and member of SKYPR LLC. Inc. On January 22, 2020, he was appointed as the president, CEO and director of World Scan Project Corporation. On November 18, 2020, he was appointed as the president, CEO and director of Kids Cell Technologies Corporation. Currently, he serves as the officer and director of World Scan Project, Inc., World Scan project Corporation, SKYPR LLC, and Kids Cell Technologies Corporation.

Due to Mr. Uetaki’s diverse business experience, the Board has determined it is in the best interest of the company to appoint him as the company’s Chief Executive Officer, Chief Financial Officer, President, Treasurer and Director.

Yasumasa Ichikawa

Mr. Yasumasa Ichikawa graduated from Kyoto Saga University of Arts in 2015. After graduation, he was engaged as an independent computer graphic designer. On November 18, 2019, he was appointed as Chief Technology Officer (“CTO”) of World Scan Project, Inc. On January 22, 2020, he was appointed as the CTO of World Scan Project Corporation and World Scan Project Corporation. Currently, he serves as the CTO of World Scan Project, Inc. and World Scan project Corporation.

Due to Mr. Ichikawa’s technological experience, the Board has determined it is in the best interest of the company to appoint him as the company’s Chief Technology Officer.

Ethics

The Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the Securities and Exchange Commission (the "SEC") and in other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has not formally adopted a written code of business conduct and ethics that governs the Company's employees, officers and directors as the Company is not required to do so.

In lieu of an Audit Committee, the Company's board of director(s) (the "Board of Directors" or "Board"), is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company's financial statements and other services provided by the Company's independent public accountants. The Board of directors, the Chief Executive Officer and the Chief Financial Officer of the Company review the Company's internal accounting controls, practices and policies.

Committees of the Board

Our Company currently does not have nominating, compensation, or audit committees or committees performing similar functions nor does our Company have a written nominating, compensation or audit committee charter. Our sole director believes that it is not necessary to have such committees, at this time, because the director(s) can adequately perform the functions of such committees.

Audit Committee Financial Expert

Our director has determined that we do not have a board member that qualifies as an “audit committee financial expert” as defined in Item 407(D)(5) of Regulation S-K, nor do we have a Board member that qualifies as “independent” as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of the FINRA Rules.

We believe that our director(s) are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The director(s) of our Company does not believe that it is necessary to have an audit committee because management believes that the Board of directors can adequately perform the functions of an audit committee. In addition, we believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the stage of our development and the fact that we have not generated any positive cash flows from operations to date.

Involvement in Certain Legal Proceedings

Our officers and sole director have not been involved in or a party in any of the following events or actions during the past ten years:

1.	any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
2.	any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
3.	being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
4.	being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
5.	Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
6.	Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
7.	Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:(i) Any Federal or State securities or commodities law or regulation; or(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
8.	Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Independence of Directors

We are not required to have independent members of our Board of Directors, and do not anticipate having independent Directors until such time as we are required to do so.

Code of Ethics

We have not adopted a formal Code of Ethics. The Board of Director(s) evaluated the business of the Company and the number of employees and determined that since the business is operated by a small number of persons, general rules of fiduciary duty and federal and state criminal, business conduct and securities laws are adequate ethical guidelines. In the event our operations, employees and/or Directors expand in the future, we may take actions to adopt a formal Code of Ethics.

Shareholder Proposals

Our Company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors. The Board of Director(s) believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our Company does not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. The Board of Director(s) will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

A shareholder who wishes to communicate with our Board of Director(s) may do so by directing a written request addressed to our sole Director Ryohei Uetaki, at the address appearing on the first page of this Information Statement.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company’s executive officers, directors and persons who beneficially own more than ten percent of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of the Company’s common stock. Such officers, directors and persons are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms that they file with the SEC.

Based solely on a review of the copies of such forms that were received by the Company, or written representations from certain reporting persons that no Form 5s were required for those persons, the Company is not aware of any failures to file reports or report transactions in a timely manner during the Company’s fiscal year ended October 31, ~~2023~~2024.

Procedure for Nominating Directors

In ~~2022and~~2023and ~~2023~~2024 we have not made any material changes to the procedures by which security holders may recommend nominees to our Board of Directors.

Family Relationships

There are no family relationships among our directors, executive officers or persons nominated to become executive officers or directors.

Involvement in Certain Legal Proceedings

During the past ten (10) years, none of our directors, persons nominated to become directors, executive officers, promoters or control persons was involved in any of the legal proceedings listen in Item 401 (f) of Regulation S-K.

Arrangements

There are no arrangements or understandings between an executive officer, director or nominee and any other person pursuant to which he was or is to be selected as an executive officer or director.

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Item 11. Executive Compensation.

The table below summarizes all compensation awarded to, earned by, or paid to our named executive officer(s) and director(s) for the year ended October 31, ~~2023~~2024 and for the year ended October 31, ~~2022~~2023 This in relation to the Company, World Scan Project, Inc.

SUMMARY COMPENSATION TABLE
Name and principal position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Ryohei Uetaki Chief Executive Officer and Sole Director (1)	2024	398,545		0	0	0	0	0	398,545
Yasumasa Ichikawa, Chief Technology Officer (2)	2024	119,564	11,624	0	0	0	0	0	131,188
Ryohei Uetaki Chief Executive Officer and Sole Director (1)	2023	213,375		0	0	0	0	0	213,375
Yasumasa Ichikawa, Chief Technology Officer (2)	2023	129,491	6,787	0	0	0	0	0	136,278
Ryohei Uetaki Chief Executive Officer and Sole Director (1)	2022	188,405		0	0	0	0	0	188,405
Yasumasa Ichikawa, Chief Technology Officer (2)	2022	121,678		0	0	0	0	0	121,678

(1) On October 25, 2019, Ryohei Uetaki was appointed as Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer.

(2) On November 18, 2019, Yasumasa Ichikawa was appointed as Chief Technology Officer.

Option/SAR Grants in Last Fiscal Year

None.

Outstanding Equity Awards at Fiscal Year-End

None.

Equity Compensation Plan Information

Not applicable.

Employment Agreements of our Officers and Directors

None.

Compensation Discussion and Analysis

Director Compensation

The Board of Directors reserves the right in the future to award the members of the Board of Directors cash or stock based consideration for their services to the Company, which awards, if granted shall be in the sole determination of the Board of Directors.

Executive Compensation Philosophy

Our Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves the right to pay our executive or any future executives a salary, and/or issue them shares of common stock issued in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance. This package may also include long-term stock based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.

Incentive Bonus

The Board of Directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executives.

Long-term, Stock Based Compensation

In order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award our executive and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of Directors, which we do not currently have any immediate plans to award.

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.

As of our fiscal year end, the Company has 10,797,350 shares of common stock and 10,000,000 shares of Series A preferred stock issued and outstanding..

*The table below is as of October 31, ~~2023~~2024.

Name and Address of Beneficial Owner	Shares of Common Stock Beneficially Owned	Common Stock Voting Percentage Beneficially Owned	Preferred Stock Beneficially Owned	Shares of Preferred Stock Voting Percentage Beneficially Owned	Total Voting Percentage Beneficially Owned (1)
Executive Officers and Directors
Ryohei Uetaki (1) Address: 2-18-23, Nishiwaseda, Shinjuku-Ku, Tokyo, 162-0051, Japan	10,000,000	9286.65%	10,000,000	*	9286.65%
5% or greater shareholders
None	-	-	-	-	-

* Our Series A Preferred Stock currently has no voting rights. Currently we have 10,000,000 shares of Series A Preferred Stock issued and outstanding of which Ryohei Uetaki owns and controls 100% of through his ownership interests in SKYPR LLC.

(1) Ryohei Uetaki currently serves as our Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer. Ryohei Uetaki owns 100% of the membership interests in SKYPR LLC., a Delaware Limited Liability Company which owns 7,000,000 shares of our common stock and 10,000,000 shares of our Series A Preferred Stock. The table above includes the share ownership of SKYPR LLC with Ryohei Uetaki collectively, in the row for Mr. Uetaki.

Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power at any particular date.

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 Securities Act under Section 4(2) of such same said act.

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 currently focused on developing and designing robots, drones, Web3 infrastructure, IoT equipment and other related products.

For the year ended October 31, 2023, the Company borrowed $0 from Ryohei Uetaki, our CEO. The total due were $213,375 for salary and $458 for expense October 31, 2022, and were unsecured, due on demand and non-interest bearing.

Aiming to establish a new revenue source, the Company planned to enter a new business, create avatars which offer exploring opportunities in metaverse. Found less feasible to realize reasonable revenue, the Company gave up the idea and related assets were transferred to ZEXAVERSE before the Company put those in service.

Review, Approval and Ratification of Related Party Transactions

Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officer(s), Director(s) and significant shareholders. We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional Directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, our Directors will continue to approve any related party transaction.

Item 14. Principal Accounting Fees and Services.

Below is the aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our last two fiscal years.

		2023	2022
		2024	2023
Audit fees	M&K CPAS, PLLC	$~~139~~17,~~552~~753.88	$57139,~~677~~552
	Mercurius and Associates LLP(*)	-$166,161.08	-
Audit related fees
Tax fees
All other fees
Total		$183,914.96	$57139,~~677~~552

* On May 7, 2024, the Board of Directors approved the engagement of Mercurius & Associates LLP (PCAOB ID: 3223)(“MAS”) as the Company’s independent registered public accounting firm for the audit of the fiscal year ended October 31, 2023, and any reviews of interim periods thereafter. During the fiscal years ended October 31, 2022 and 2021 and through October 31, 2023, neither the Company nor anyone on its behalf consulted with MAS regarding (1) the application of accounting principles to a specified transaction, completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided to the Company that Mercurius & Associates LLP concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (2) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

Board of Directors Pre-Approval Process, Policies and Procedures

Our principal auditors have informed our sole director of the scope and nature of each service provided. With respect to the provisions of services other than audit, review, or attest services, our principal accountants brought such services to the attention of our sole director prior to commencing such services.

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Table of Contents

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a) Financial Statements

1. Financial statements for our company are listed in the index under Item 8 of this document

2. All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

(b) Exhibits required by Item 601 of Regulation S-K.

Exhibit No.		Description
3.1		Certificate of Incorporation (1)
3.2		By-laws (1)
31		Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s report on Form 10-K for the period ended October 31, ~~2023~~2024. (2)
32		Certification of the Company’s Principal Executive 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. (2)
101.INS		XBRL Instance Document (3)
101.SCH		XBRL Taxonomy Extension Schema (3)
101.CAL		XBRL Taxonomy Extension Calculation Linkbase (3)
101.DEF		XBRL Taxonomy Extension Definition Linkbase (3)
101.LAB		XBRL Taxonomy Extension Label Linkbase (3)
101.PRE		XBRL Taxonomy Extension Presentation Linkbase (3)

(1)

Filed as an exhibit to the Company's Registration Statement on Form S-1, as filed with the SEC on August 26, 2020, and incorporated herein by this reference.

(2)

Filed herewith.

(3)

Users of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or Annual Report for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Exchange Act of 1934 and otherwise are not subject to liability.

Signatures

Pursuant to the requirements of Section 13 or 15(d) 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.

World Scan Project, Inc.

(Registrant)

By: /s/ Ryohei Uetaki

Ryohei Uetaki, Chief Executive Officer, Chief Financial Officer

Dated: ~~November~~September 192, ~~2024~~2025

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By: /s/ Ryohei Uetaki

Ryohei Uetaki, Chief Executive Officer, Chief Financial Officer

Dated: ~~November~~September 192, ~~2024~~2025

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Filing Compare · World Scan Project, Inc.