UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Wikisoft Corp.

(Exact name of registrant as specified in its charter)

315 Montgomery Street

San Francisco, CA 94104

(800) 706-0806

(Address, including zip code, and telephone number,including area code, of registrant’s principal executive office)

Registered Agents Inc.

401 Ryland St. Ste. 200-A

Reno, NV 89502

Phone: (775) 401-6800

(Name, address, including zip code, and telephonenumber, including area code, of agent for service)

Copies to:

Scott Doney

The Doney Law Firm

4955 S. Durango Rd. Ste. 165

Las Vegas, NV 89113

(702) 982-5686

Approximate date of commencementof proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities beingregistered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, checkthe following box. [X]

If this Form is filed to registeradditional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the SecuritiesAct registration statement number of the earlier effective registration statement for the same offering. [  ]

If this Form is a post-effectiveamendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statementnumber of the earlier effective registration statement for the same offering. [  ]

If this Form is a post-effectiveamendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statementnumber of the earlier effective registration statement for the same offering. [  ]

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

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 financialaccounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

The Registrant hereby amendsthis Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a furtheramendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a)of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities andExchange Commission, acting pursuant to Section 8(a), may determine.

The informationin this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filedwith the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offerto buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

Wikisoft Corp.

4,500,000 Shares of Common Stock

This prospectus relates to theresale of up to 4,500,000 shares of common stock, issuable to White Lion Capital, LLC (“White Lion”), the selling stockholder,pursuant to a “Purchase Notice” under a Common Stock Purchase Agreement (the “Purchase Agreement”), dated May10, 2021, that we entered into with White Lion. The Purchase Agreement permits us to issue Purchase Notices to White Lion for up to twentymillion dollars ($20,000,000) in shares of our common stock through December 31, 2022 or until $20,000,000 of such shares have been subjectof a Purchase Notice.

The selling stockholder may sellall or a portion of the shares being offered pursuant to this prospectus at fixed prices, at prevailing market prices at the time of sale,at varying prices or at negotiated prices.

White Lion Capital, LLC is anunderwriter within the meaning of the Securities Act of 1933, and any broker-dealers or agents that are involved in selling the sharesmay be deemed to be “underwriters” within the meaning of the Securities Act of 1933 in connection with such sales. In suchevent, any commissions received by such broker-dealers or agents, and any profit on the resale of the shares purchased by them, may bedeemed to be underwriting commissions or discounts under the Securities Act of 1933.

Our common stock is quoted onthe OTC Markets under the symbol “WSFT.” On July 26, 2021, the reported closing price of our common stock was $1.25 per share.Prior to this offering, there has been a very limited market for our securities. While our common stock is quoted on the OTC Markets,there has been negligible trading volume. There is no guarantee that an active trading market will develop in our securities.

We will not receive any proceedsfrom the sale of shares of our common stock by the selling stockholder. However, we will receive proceeds from the sale of shares of ourcommon stock pursuant to our exercise of the Purchase Notice right offered by White Lion Capital, LLC. We will pay for expenses of thisoffering, except that the selling stockholder will pay any broker discounts or commissions or equivalent expenses and expenses of itslegal counsel applicable to the sale of its shares.

There are no arrangements toplace the funds received in an escrow, trust, or similar arrangement and the funds will be available to us following deposit into ourbank account.

We are an “emerging growthcompany” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”). Investing in our shares involves a highdegree of risk. BEFORE BUYING ANY SHARES, YOU SHOULD CAREFULLY READ THE DISCUSSION OF MATERIAL RISKS OF INVESTING IN OUR SHARES IN“RISK FACTORS” BEGINNING ON PAGE 4 OF THIS PROSPECTUS.

We have not authorized any dealer,salesman or other person to give any information or to make any representation other than those contained or incorporated by referencein this prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus.

Neither the Securities andExchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectusis truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus isJuly 26, 2021

TABLE OF CONTENTS

You should rely only on theinformation contained in this prospectus and in any free writing prospectus that we may provide to you in connection with this offering.We have not authorized anyone to provide you with information different from, or in addition to, that contained in this prospectus orany such free writing prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. We canprovide no assurance as to the reliability of any other information that others may give you. We are not making an offer to sell or seekingoffers to buy these securities in any jurisdiction where or to any person to whom the offer or sale is not permitted. The informationin this prospectus is accurate only as of the date on the front cover of this prospectus, and the information in any free writing prospectusthat we may provide you in connection with this offering is accurate only as of the date of such free writing prospectus. Our business,financial condition, results of operations and prospects may have changed since those dates. Neither we, nor any of our officers, directors,or agents, makes any representation to you about the legality of an investment in our common stock. You should not interpret the contentsof this prospectus or any free writing prospectus to be legal, business, investment or tax advice. You should consult with your own advisorsfor that type of advice and consult with them about the legal, tax, business, financial and other issues that you should consider beforeinvesting in our common stock.

PROSPECTUS SUMMARY

This summary highlights informationabout this offering and the information included in this prospectus. This summary does not contain all of the information that you shouldconsider before investing in our securities. You should carefully read this entire prospectus, especially the sections titled “RiskFactors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidatedfinancial statements included herein, including the notes thereto, before making an investment decision. References in this prospectusto “we,” “us,” “our,” “the company” and the “Company” refer to Wikisoft Corp.and, where appropriate, its subsidiaries, unless expressly indicated or the context otherwise requires.

Business Overview

In line with increasingglobalization, Wikisoft Corp. believe that there is a growing demand for access to credible company and employee information worldwide.

OurInvestor Relations website at wikisoft.com. The website’s primary objective isto increase transparency and disclosure about the company.

Wikisoft’s flagshiponline platform currently in beta version, Wikiprofile.com, aims to be a powerful solution with tools and resources for businessesand business professionals to find valid information quickly and easily so that they can make informed career and hiring decisions.

Wikiprofile's goal is to promotetransparency in the workplace by providing clear and concise information surrounding the topics of company culture, remuneration and more.Jobseekers who register at the site will have full access to company reviews from employees, allowing them to make informed decisionsaround potential employment.

By leveraging artificialintelligence and machine learning techniques, Wikisoft seeks to process raw data elements and refine them into tangible and valuable insightsfor businesses and business professionals. Users are able to freely search the portal and all content will be collected and updated inreal-time.

Our mailing address is 315 MontgomeryStreet San Francisco, CA 94104. Our telephone number is (800) 706-0806. Our website is www.wikisoft.com and our email address is investor@wikisoft.com.

We do not incorporate the informationon or accessible through our websites into this Registration Statement, and you should not consider any information on, or that can beaccessed through, our websites a part of this Registration Statement.

Equity Line with White Lion

Common Stock Purchase Agreement

On May 10, 2021, we entered intothe Purchase Agreement with White Lion Pursuant to the Purchase Agreement, we have the right, but not the obligation to cause White Lionto purchase up to $20 million of our common stock shares (the “Commitment Amount”) during the period beginning on the executiondate of the Purchase Agreement and ending on the earlier of (i) the date on which White Lion has purchased a number of our common stockshares pursuant to the Purchase Agreement equal to the Commitment Amount or (ii) December 31, 2022, at the purchase price set forth inthe Purchase Agreement (the “Purchase Price”).

Pursuant to the Purchase Agreement,the “Purchase Price” means 85% of the lowest daily VWAP of our common stock during the “Valuation Period,” provided,however, upon White Lion purchasing $5,000,000 worth of shares under the Purchase Agreement, the Purchase Price shall change to 90% ofthe lowest daily VWAP of our common stock during the Valuation Period. Pursuant to the Purchase Agreement, the “Valuation Period”means the five (5) Business days prior to the closing date of a purchase under the Purchase Agreement.

At an assumed purchase price underthe Purchase Agreement of $1.0625 (equal to 85% of the closing price of our common stock of $1.25 on July 26, 2021, we will be able toreceive up to $4,781,250 in gross proceeds, assuming the sale of the entire 4,500,000 purchase notice shares being registered hereunderpursuant to the Purchase Agreement. At an assumed purchase price of $1.0625 under the Purchase Agreement, we would be required to register14,323,529 additional shares of our common stock to obtain the balance of $15,218,750 of the total $20,000,000 under the Purchase Agreement.Due to the floating offering price, we are not able to determine the exact number of shares that we will issue under the Purchase Agreement.

Upon White Lion purchasing $100,000worth of common stock shares pursuant to the Purchase Agreement, we agreed to issue 50,000 shares of our restricted common stock to WhiteLion.

The Purchase Agreement providesthat the number of our common stock shares to be sold to White Lion will not exceed the number of shares that, when aggregated togetherwith all other shares of our common stock which White Lion is deemed to beneficially own, would result in White Lion owning more than4.99% of our outstanding common stock (the “Beneficial Ownership Limitation”). Pursuant to the Purchase Agreement, White Lionmay increase the Beneficial Ownership Limitation up to 9.99% at its sole discretion. Pursuant to the Purchase Agreement, we and WhiteLion agreed to indemnify and hold harmless the other party against any damages incurred arising out of the Purchase Agreement, pursuantto the terms set forth in the Purchase Agreement.

We or White Lion may terminatethe Purchase Agreement at any time in the event of a material breach of the Purchase Agreement by use or White Lion by sending writtento the breaching party. The Purchase Agreement may also be terminated by us at any time for any reason by giving written notice to WhiteLion, and upon such termination by us, unless we have already issued 50,000 shares of our restricted common stock to White Lion pursuantto Section 2.3 of the Purchase Agreement, we will issue 50,000 shares of our restricted common stock to the White Lion,

Registration Rights Agreement

On May 10, 2021, we entered intoa Registration Rights Agreement (the “Registration Rights Agreement”) with White Lion. Pursuant to the Registration RightsAgreement we agreed to use all reasonable efforts to register, and keep registered, for resale, the shares issued pursuant to the PurchaseAgreement with the Securities and Exchange Commission and agreed to file within sixty (60) business days from the date our common stockbegins trading on the OTC Market’s OTCQB Tier, a new Registration Statement on Form S-1 in compliance with the terms of the RegistrationRights Agreement, covering the resale of the shares issued pursuant to the Purchase Agreement. We agreed to cover all of the expensesincurred in connection with such registration.

Pursuant to the Registration RightsAgreement, we and White Lion agreed to indemnify and hold harmless the other party against any damages incurred as a result of the RegistrationRights Agreement, pursuant to the terms set forth in the Registration Rights Agreement.

The Offering

RISK FACTORS

An investment in our securitiesinvolves a high degree of risk. In addition to the other information contained in this prospectus, prospective investors should carefullyconsider the following risks before investing in our securities. If any of the following risks actually occur, as well as other risksnot currently known to us or that we currently consider immaterial, our business, operating results and financial condition could be materiallyadversely affected. As a result, the trading price of our common stock could decline, and you may lose all or part of your investmentin our common stock. The risks discussed below also include forward-looking statements, and our actual results may differ substantiallyfrom those discussed in these forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements” in thisprospectus. In assessing the risks below, you should also refer to the other information contained in this prospectus, including the financialstatements and the related notes, before deciding to purchase any of our securities.

Risk Related to Covid 19

Our business and futureoperations may be adversely affected by epidemics and pandemics, such as the recent COVID-19 outbreak.

We may face risks relatedto health epidemics and pandemics or other outbreaks of communicable diseases, which could result in a widespread health crisis that couldadversely affect general commercial activity and the economies and financial markets of the world as a whole. For example, the outbreakof COVID-19, which began in China, has been declared by the World Health Organization to be a “pandemic,” has spread acrossthe globe, including the United States of America. A health epidemic or pandemic or other outbreak of communicable diseases, such as thecurrent COVID-19 pandemic, poses the risk that we, or potential business partners may be disrupted or prevented from conducting businessactivities for certain periods of time, the durations of which are uncertain, and may otherwise experience significant impairments ofbusiness activities, including due to, among other things, operational shutdowns or suspensions that may be requested or mandated by nationalor local governmental authorities or self-imposed by us, our users or other business partners. For example, due to COVID-19, we have scaledback our offices at 315 Montgomery Street San Francisco, CA 94104 to a virtual room. While it is not possible at this time to estimatethe full impact that COVID-19 could have on our business, potential users or other potential business partners, the continued spread ofCOVID-19, the measures taken by the local and federal government, actions taken to protect employees, and the impact of the pandemic onvarious business activities could adversely affect our results of operations and financial condition. 

 Risks Relating to Our Financial Condition

There are doubts about our ability to continueas a going concern.

We havegenerated very little revenue, which was all from a related party, and has incurred losses of $1,954,297 for the year ended December 31,2020 and $189,797 for the three months ended March 31, 2021. These factors raise substantial doubt about our ability to continue as agoing concern.

Therecan be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that fundswill be available from external sources, such as debt or equity financings or other potential sources. The lack of additional capitalresulting from the inability to generate cash flow from operations, or to raise capital from external sources would force us to substantiallycurtail or cease operations and would, therefore, have a material adverse effect on its business. Furthermore, there can be no assurancethat any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effecton our existing stockholders.

We seekto overcome the circumstances that impact our ability to remain a going concern through a combination of the growth of revenues, withinterim cash flow deficiencies being addressed through additional equity and debt financing. We anticipate raising additional funds throughpublic or private financing, strategic relationships or other arrangements in the near future to support its business operations; however,we may not have commitments from third parties for a sufficient amount of additional capital. We cannot be certain that any such financingwill be available on acceptable terms, or at all, and

our failure to raise capital when needed could limit our ability to continue operations.Our ability to obtain additional funding will determine its ability to continue as a going concern. Failure to secure additional financingin a timely manner and on favorable terms would have a material adverse effect on our financial performance, results of operations andstock price and require us to curtail or cease operations, sell off our assets, seek protection from our creditors through bankruptcyproceedings, or otherwise. Furthermore, additional equity financing may be dilutive to the holders of our common stock, and debt financing,if available, may involve restrictive covenants, and strategic relationships, if necessary, to raise additional funds, and may requirethat we relinquish valuable rights. 

Because we have a limitedoperating history, you may not be able to accurately evaluate our operations.

We havehad limited operations to date. Therefore, we have a limited operating history upon which to evaluate the merits of investing in our company.Potential investors should be aware of the difficulties normally encountered by new companies and the high rate of failure of such enterprises.The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered inconnection with the operations that we plan to undertake. These potential problems include, but are not limited to, unanticipated problemsrelating to the ability to generate sufficient cash flow to operate our business, and additional costs and expenses that may exceed currentestimates. We expect to continue to incur significant losses into the foreseeable future. We recognize that if the effectiveness of ourbusiness plan is not forthcoming, we will not be able to continue business operations. There is no history upon which to base any assumptionas to the likelihood that we will prove successful, and it is doubtful that we will generate any operating revenues or ever achieve profitableoperations. If we are unsuccessful in addressing these risks, our business will most likely fail.

We are dependent onoutside financing for continuation of our operations.

Becausewe have generated limited revenues and currently operate at a loss, we are completely dependent on the continued availability of financingin order to continue our business operations. There can be no assurance that financing sufficient to enable us to continue our operationswill be available to us in the future.

We willneed additional funds to complete further development of our business plan to achieve a sustainable level where ongoing operations canbe funded out of revenues. We anticipate that we must raise $500,000 for our operations for the next 12 months, and $5 million to fullyimplement our business plan to its fullest potential and achieve our growth plans. There is no assurance that any additional financingwill be available or if available, on terms that will be acceptable to us.

Our failureto obtain future financing or to produce levels of revenue to meet our financial needs could result in our inability to continue as agoing concern and, as a result, our investors could lose their entire investment. 

Our operating resultsmay fluctuate, which could have a negative impact on our ability to grow our client base, establish sustainable revenues and succeed overall.

Our resultsof operations may fluctuate as a result of a number of factors, some of which are beyond our control including but not limited to:

As aresult of these factors, we may not succeed in our business and we could go out of business.

As a growing company,we have yet to achieve a profit and may not achieve a profit in the near future, if at all.

We havenot yet produced any profit and may not in the near future, if at all. While we have generated limited revenue, all related party, wecannot be certain that we will be able to realize sufficient revenue to achieve profitability. Further, many of our competitors have asignificantly larger industry presence and revenue stream but have yet to achieve profitability. Our ability to continue as a going concernis dependent upon raising capital from financing transactions, increasing revenue and keeping operating expenses below our revenue levelsin order to achieve positive cash flows, none of which can be assured.

Risks Related with Management and Control Persons

We are dependent on the continued services ofour Chief Executive Officer and Chairman and if we fail to keep them or fail to attract and retain qualified senior executive and keytechnical personnel, our business will not be able to expand.

We are dependent on the continuedavailability of Chairman Paul Quintal and CEO Carsten Kjems Falk, and the availability of new employees to implement our business plans.The market for skilled employees is highly competitive, especially for employees in our industry. Although we expect that our plannedcompensation programs will be intended to attract and retain the employees required for us to be successful, there can be no assurancethat we will be able to retain the services of all our key employees or a sufficient number to execute our plans, nor can there be anyassurance we will be able to continue to attract new employees as required.

Our lack of adequate D&O insurance may alsomake it difficult for us to retain and attract talented and skilled directors and officers.

In the future we may be subjectto additional litigation, including potential class action and stockholder derivative actions. Risks associated with legal liability aredifficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of time. To date, we havenot obtained directors and officers liability (“D&O”) insurance. Without adequate D&O insurance, the amounts we wouldpay to indemnify our officers and directors should they be subject to legal action based on their service to the Company could have amaterial adverse effect on our financial condition, results of operations and liquidity. Furthermore, our lack of adequate D&O insurancemay make it difficult for us to retain and attract talented and skilled directors and officers, which could adversely affect our business. 

Our personnel may voluntarily terminate theirrelationship with us at any time, and competition for qualified personnel is intense. The process of locating additional personnel withthe combination of skills and attributes required to carry out our strategy could be lengthy, costly and disruptive.

If we lose the services of keypersonnel or fail to replace the services of key personnel who depart, we could experience a severe negative effect on our financial resultsand stock price. The loss of the services of any key personnel, marketing or other personnel or our failure to attract, integrate, motivateand retain additional key employees could have a material adverse effect on our business, operating and financial results and stock price

Our largest shareholder, Modern Art FoundationInc., has substantial control over us and our policies and will be able to influence corporate matters.

Modern Art Foundation Inc. presentlybeneficially owns 80% of our common stock. It is able to exercise significant influence over all matters requiring approval by our stockholders,including the election of directors, the approval of significant corporate transactions, and any change of control of our company. Itcould prevent transactions, which would be in the best interests of the other shareholders. Modern Art Foundation Inc.’s interestsmay not necessarily be in the best interests of the shareholders in general.

The elimination of monetary liability againstour directors, officers and employees under our Articles of Incorporation and the existence of indemnification rights to our directors,officers and employees may result in substantial expenditures by our Company and may discourage lawsuits against our directors, officersand employees.

Our Articles of Incorporationcontain provisions that eliminate the liability of our directors for monetary damages to our Company and shareholders. Our bylaws alsorequire us to indemnify our officers and directors. We may also have contractual indemnification obligations under our agreements withour directors, officers and employees. The foregoing indemnification obligations could result in our company incurring substantial expendituresto cover the cost of settlement or damage awards against directors, officers and employees that we may be unable to recoup. These provisionsand resulting costs may also discourage our company from bringing a lawsuit against directors, officers and employees for breaches oftheir fiduciary duties, and may similarly discourage the filing of derivative litigation by our shareholders against our directors, officersand employees even though such actions, if successful, might otherwise benefit our Company and shareholders.

Our officers and directors have limited experiencemanaging a public company.

Our officers and directors havelimited managing a public company. Consequently, we may not be able to raise any funds or run our public company successfully. Our executive’sofficer’s and director’s lack of experience of managing a public company could cause you to lose some or all of your investment.

Risks Relating to our Common Stock and Offering

We will likely conduct further offerings ofour equity securities in the future, in which case your proportionate interest may become diluted.

We will likely be required toconduct equity offerings in the future to finance our current projects or to finance subsequent projects that we decide to undertake.If our common stock shares are issued in return for additional funds, the price per share could be lower than that paid by our currentshareholders. We anticipate continuing to rely on equity sales of our common stock shares in order to fund our business operations. Ifwe issue additional common stock shares or securities convertible into shares of our common stock, your percentage interest in us couldbecome diluted.

Our common stock price may be volatile and couldfluctuate widely in price, which could result in substantial losses for investors.

Our common stock is quoted onthe OTCPink under the symbol, “WSFT.” The market price of our common stock is likely to be highly volatile and could fluctuatewidely in price in response to various factors, many of which are beyond our control, including:

Because we are a start-up companywith limited revenues to date, you should consider any one of these factors to be material. Our stock price may fluctuate widely as aresult of any of the above.

In addition, the securities marketshave from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particularcompanies. These market fluctuations may also materially and adversely affect the market price of our common stock.

Our existing stockholders may experience significantdilution from the sale of our common stock pursuant ot the White Lion Purchase Agreement.

The sale of our common stock toWhite Lion in accordance with the Purchase Agreement may have a dilutive impact on our shareholders. As a result, the market price ofour common stock could decline. In addition, the lower our stock price is at the time we exercise our put options, the more shares ofour common stock we will have to issue to White Lion in order to exercise a put under the Purchase Agreement. If our stock price decreases,then our existing shareholders would experience greater dilution for any given dollar amount raised through the offering.

The perceived risk of dilutionmay cause our stockholders to sell their shares, which may cause a decline in the price of our common stock. Moreover, the perceived riskof dilution and the resulting downward pressure on our stock price could encourage investors to engage in short sales of our common stock.By increasing the number of shares offered for sale, material amounts of short selling could further contribute to progressive price declinesin our common stock.

The issuance of shares pursuant to the WhiteLion Purchase Agreement may have significant dilutive effect.

Depending on the number of shareswe issue pursuant to the White Lion Purchase Agreement, it could have a significant dilutive effect upon our existing shareholders. Althoughthe number of shares that we may issue pursuant to the Purchase Agreement will vary based on our stock price (the higher our stock price,the less shares we have to issue), there may be a potential dilutive effect to our shareholders, based on different potential future stockprices, if the full amount of the Purchase Agreement is realized. Dilution is based upon common stock put to White Lion and the stockprice discounted to 85% of the lowest daily VWAP of our common stock during the five (5) business days beginning on the date on whichwe deliver a put notice to White Lion.

White Lion will pay less than the then-prevailingmarket price of our common stock which could cause the price of our common stock to decline.

Our common stock to be issuedunder the White Lion Purchase Agreement will be purchased at 85% of the lowest daily VWAP of our common stock during the five (5) businessdays beginning on the date on which we deliver a put notice to White Lion 

White Lion has a financial incentiveto sell our shares immediately upon receiving them to realize the profit between the discounted price and the market price. If White Lionsells our shares, the price of our common stock may decrease. If our stock price decreases, White Lion may have further incentive to sellsuch shares. Accordingly, the discounted sales price in the Purchase Agreement may cause the price of our common stock to decline.

We may not have access to the full amount underthe Purchase Agreement.

At an assumed purchase price underthe Purchase Agreement of $1.0625 (equal to 85% of the closing price of our common stock of $1.25 on July 26, 2021, we will be able toreceive up to $4,781,250 in gross proceeds, assuming the sale of the entire 4,500,000 purchase notice shares being registered hereunderpursuant to the Purchase Agreement. At an assumed purchase price of $1.0625 under the Purchase Agreement, we would be required to register14,323,529 additional shares of our common stock to obtain the balance of $15,218,750 of the total $20,000,000 under the Purchase Agreement.Due to the floating offering price, we are not able to determine the exact number of shares that we will issue under the Purchase Agreement.

Our ability to draw down fundsand sell shares under the Purchase Agreement with White Lion requires that the registration statement of which this prospectus forms apart to be declared effective and continue to be effective. The registration statement of which this prospectus forms a part registersthe resale of 4,500,000 shares issuable under the Purchase Agreement with White Lion, and our ability to sell any remaining shares issuableunder the investment with White Lion is subject to our ability to prepare and file one or more additional registration statements registeringthe resale of these shares. These registration statements may be subject to review and comment by the staff of the Securities and Exchange

Commission and will require the consent of our independent registered public accounting firm. Therefore, the timing of effectiveness ofthese registration statements cannot be assured. The effectiveness of these registration statements is a condition precedent to our abilityto sell all of the shares of our common stock to White Lion under the Purchase Agreement. Even if we are successful in causing one ormore registration statements registering the resale of some or all of the shares issuable under the purchase agreement with White Lionto be declared effective by the Securities and Exchange Commission in a timely manner, we may not be able to sell the shares unless certainother conditions are met. For example, we might have to increase the number of our authorized shares in order to issue the shares to WhiteLion. Increasing the number of our authorized shares will require board and stockholder approval. Accordingly, because our ability todraw down any amounts under the Purchase Agreement with White Lion is subject to a number of conditions, there is no guarantee that wewill be able to draw down any portion or all of the proceeds of $20,000,000 under the investment with White Lion.

We have never declared or paid any cash dividendsor distributions on our capital stock. And we do not anticipate paying any cash dividends on our common stock in the foreseeable future.

We have never declared or paidany cash dividends or distributions on our capital stock. We currently intend to retain our future earnings, if any, to support operationsand to finance expansion and therefore we do not anticipate paying any cash dividends on our common stock in the foreseeable future.

The declaration, payment and amountof any future dividends will be made at the discretion of the board of directors, and will depend upon, among other things, the resultsof our operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directorsconsiders relevant. There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respectto the amount of any such dividend.

We may become involved in securities class actionlitigation that could divert management’s attention and harm our business.

The stock market in general, andthe shares of early-stage companies in particular, have experienced extreme price and volume fluctuations. These fluctuations have oftenbeen unrelated or disproportionate to the operating performance of the companies involved. If these fluctuations occur in the future,the market price of our shares could fall regardless of our operating performance. In the past, following periods of volatility in themarket price of a particular company’s securities, securities class action litigation has often been brought against that company.If the market price or volume of our shares suffers extreme fluctuations, then we may become involved in this type of litigation, whichwould be expensive and divert management’s attention and resources from managing our business.

As a public company, we may alsofrom time to time make forward-looking statements about future operating results and provide some financial guidance to the public markets.Projections may not be made timely or set at expected performance levels and could materially affect the price of our shares. Any failureto meet published forward-looking statements that adversely affect the stock price could result in losses to investors, stockholder lawsuitsor other litigation, sanctions or restrictions issued by the SEC.

Our common stock is currently deemed a “pennystock,” which makes it more difficult for our investors to sell their shares.

Our common stock is currentlydeemed a “penny stock,” which makes it more difficult for our investors to sell their shares. The SEC has adopted rule 3a51-1which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a marketprice of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transactioninvolving a penny stock, unless exempt, Rule 15g-9 requires:

•       thata broker or dealer approve a person’s account for transactions in penny stocks, and

•       thebroker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the pennystock to be purchased.

In order to approve a person’saccount for transactions in penny stocks, the broker or dealer must:

•       obtainfinancial information and investment experience objectives of the person, and

•       makea reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledgeand experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must alsodeliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which,in highlight form:

•       setsforth the basis on which the broker or dealer made the suitability determination and

•       thatthe broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be lesswilling to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investorsto dispose of our common stock and cause a decline in the market value of our stock. 

Risks Relating to Our Company and Industry

We intend to generate asignificant portion of our revenues from advertising, and reduced spending by advertisers, a loss of partners, or new and existing technologiesthat block ads online and/or affect our ability to customize ads could harm our business.

We expect the majority of ourrevenue in the future to come from advertising on our platform. We expect that any advertisers, digital publishers, and content providersthat we work with in the future will be able to terminate their contracts with us at any time. Even assuming we gain such advertisingpartners in the future, such partners may not continue to do business with us if we do not create more value (such as increased numbersof users or customers, new sales leads, increased brand awareness, or more effective monetization) than their available alternatives.Changes to our advertising policies and data privacy practices, as well as changes to other companies’ advertising policies or practicesmay affect the advertising that we are able to provide, which could harm our business. In addition, technologies have been developed thatmake customized ads more difficult or that block the display of ads altogether and some providers of online services have integrated technologiesthat could potentially impair the availability and functionality of third-party digital advertising. Failing to provide superior valueor deliver advertisements effectively and competitively could harm our reputation, financial condition, and operating results.

In addition, expenditures by advertiserstend to be cyclical, reflecting overall economic conditions and budgeting and buying patterns. Adverse macroeconomic conditions can alsohave a material negative effect on the demand for advertising and cause our advertisers to reduce the amounts they spend on advertising,which could harm our financial condition and operating results.

In the event that we are unable to successfullycompete in the search engine platform industry, we may not be able to achieve profitable operations. 

We face substantial competitionin our industry. Due to our small size, it can be assumed that many of our competitors have significantly greater financial, technical,marketing and other competitive resources. Accordingly, these competitors may have already begun to establish brand-recognition with consumers.We will attempt to compete against these competitors by developing features that exceed the features offered by competitors. However,we cannot assure you that our services will outperform competing services, or those competitors will not develop new products or servicesthat exceed what we provide. In addition, we may face competition based on price. If our competitors lower the prices on their services,then it may not be possible for us to market our services at prices that are economically viable. Increased competition could result in:

Any one of these results couldadversely affect our business, financial condition and results of operations. In addition, our competitors may develop competing productsthat achieve greater market acceptance. It is also possible that new competitors may emerge and acquire significant market share. Ourinability to achieve sales and revenue due to competition will have an adverse effect on our business, financial condition and resultsof operations.

The Company has electedto avail itself to the extended transition period for complying with new or revised accounting standards pursuant to Section 102(b)(1)of the JOBS Act, and further the JOBS Act will allow us to postpone the date by which we must comply with some of the laws and regulationsintended to protect investors and to reduce the amount of information we provide in our reports filed with the SEC, which could undermineinvestor confidence in our Company.

For so long as we remain an “emerginggrowth company” as defined in the Jumpstart our Business Startups Act of 2012, or the JOBS Act, we may take advantage of certainexemptions from various requirements that are applicable to public companies that are not “emerging growth companies.” Inparticular, as an emerging growth company we:

▪       arenot required to obtain an attestation and report from our auditors on our management’s assessment of our internal control over financialreporting pursuant to the Sarbanes-Oxley Act of 2002;

▪       arenot required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzinghow those elements fit with our principles and objectives (commonly referred to as “compensation discussion and analysis”);

▪       arenot required to obtain a non-binding advisory vote from our stockholders on executive compensation or golden parachute arrangements (commonlyreferred to as the “say-on-pay,” “say-on-frequency” and “say-on-golden-parachute” votes);

▪       areexempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure;

▪       maypresent only two years of audited financial statements and only two years of related Management’s Discussion & Analysis of FinancialCondition and Results of Operations (“MD&A”); and

▪       areeligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBSAct.

Under the JOBS Act, we may takeadvantage of the above-described reduced reporting requirements and exemptions for up to five years after our initial sale of common equitypursuant to a registration statement declared effective under the Securities Act of 1933, as amended (the “Securities Act”),or such earlier time that we no longer meet the definition of an emerging growth company. In this regard, the JOBS Act provides that wewould cease to be an “emerging growth company” if we have more than $1,070,000,000 in annual revenues, have more than $700million in market value of our Common stock held by non-affiliates, or issue more than $1.0 billion in principal amount of non-convertibledebt over a three-year period. We would cease to be an emerging growth company on the last day of the fiscal year following the date ofthe fifth anniversary of our first sale of common equity securities under an effective registration statement or a fiscal year in whichwe have $1 billion in gross revenues.

We intend to take advantage ofall of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financialaccounting standards under §107 of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standardsthat have different effective dates for public and private companies until those standards apply to private companies. As a result ofthis election, our financial statements may not be comparable to companies that comply with public company effective dates. Therefore,our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companiesand other emerging growth companies that have opted out of the phase-in periods under §107 of the JOBS Act.

Our independent registered publicaccounting firm will not be required to provide an attestation report on the effectiveness of our internal control over financial reportingso long as we qualify as an “emerging growth company,” which may increase the risk that weaknesses or deficiencies in ourinternal control over financial reporting go undetected. Likewise, so long as we qualify as an “emerging growth company,”we may elect not to provide you with certain information, including certain financial information and certain information regarding compensationof our executive officers, that we would otherwise have been required to provide in filings we make with the SEC, which may make it moredifficult for investors and securities analysts to evaluate our company. We cannot predict if investors will find our common stock lessattractive because we may rely on these exemptions.

If the market for our platform does not experiencesignificant growth or if we do not achieve broad acceptance, we will not be able to sustain or grow our revenues. 

We hope to achieve revenues fromselling advertising on our platform and also by charging for additional features on our platform. We cannot accurately predict, however,future growth rates or the size of the market for our platform. Demand for our platform may not occur as anticipated, or may decrease,either generally or in specific geographic markets, during particular time periods. The expansion of our services in the market dependson a number of factors, such as:

Even if our platform gains widemarket acceptance, we may not adequately address market requirements and may not be able to expand market acceptance. If we do not achievewide market acceptance, we may not be able to achieve our anticipated level of growth, we may not achieve revenues and results of operationswould suffer.

If we are unable to successfully manage growth,our operations could be adversely affected.

Our progress is expected to requirethe full utilization of our management, financial and other resources, which to date has occurred with limited working capital. Our abilityto manage growth effectively will depend on our ability to improve and expand operations, including our financial and management informationsystems, and to recruit, train and manage personnel. There can be no absolute assurance that management will be able to manage growtheffectively.

If we do not properly manage thegrowth of our business, we may experience significant strains on our management and operations and disruptions in our business. Variousrisks arise when companies and industries grow quickly. If our business or industry grows too quickly, our ability to meet customer demandin a timely and efficient manner could be challenged. We may also experience development delays as we seek to meet increased demand forour services and platform. Our failure to properly manage the growth that we or our industry might experience could negatively impactour ability to execute on our operating plan and, accordingly, could have an adverse impact on our business, our cash flow and resultsof operations, and our reputation with our current or potential customers. 

We may fail to successfully integrate our acquisitionsor otherwise be unable to benefit from pursuing acquisitions.

We believe there are meaningfulopportunities to grow through acquisitions and joint ventures across all service categories and we expect to continue a strategy of selectivelyidentifying and acquiring businesses with complementary services. We may be unable to identify, negotiate, and complete suitable acquisitionopportunities on reasonable terms. There can be no assurance that any business acquired by us will be successfully integrated with ouroperations or prove to be profitable to us. We may incur future liabilities related to acquisitions. Should any of the following problems,or others, occur as a result of our acquisition strategy, the impact could be material:

Our commercial success depends significantlyon our ability to develop and commercialize our services and platform without infringing the intellectual property rights of third parties.

Our commercial success will depend,in part, on operating our business without infringing the trademarks or proprietary rights of third parties. Third parties that believewe are infringing on their rights could bring actions against us claiming damages and seeking to enjoin the development, marketing anddistribution of our services and platform. If we become involved in any litigation, it could consume a substantial portion of our resources,regardless of the outcome of the litigation. If any of these actions are successful, we could be required to pay damages and/or to obtaina license to continue to develop or market our products, in which case we may be required to pay substantial royalties. However, any suchlicense may not be available on terms acceptable to us or at all. 

The success of our business depends on our abilityto maintain and enhance our reputation and brand.

We believe that our reputationin our industry is of significant importance to the success of our business. A well-recognized brand is critical to increasing our customerbase and, in turn, increasing our revenue. Since the industry is highly competitive, our ability to remain competitive depends to a largeextent on our ability to maintain and enhance our reputation and brand, which could be difficult and expensive. To maintain and enhanceour reputation and brand, we need to successfully manage many aspects of our business, such as cost-effective marketing campaigns to increasebrand recognition and awareness in a highly competitive market. We cannot assure you, however, that these activities will be successfuland achieve the brand promotion goals we expect. If we fail to maintain and enhance our reputation and brand, or if we incur excessiveexpenses in our efforts to do so, our business, financial conditions and results of operations could be adversely affected.

Reliance on information technology means a significantdisruption could affect our communications and operations.

We increasingly rely on informationtechnology systems for our internal communications, controls, reporting and relations with users and information technology is becominga significantly important tool for our business. Our marketing and distribution strategy are dependent upon our ability to closely monitorconsumer and market trends on a highly specified level, for which we are reliant on our highly sophisticated data tracking systems, whichare susceptible to disruption or failure. In addition, our reliance on information technology exposes us to cyber-security risks likeMalware, DDOS, MITM attacks etc., which could have a material adverse effect on our ability to compete. Security and privacy breachesmay expose us to liability and cause us to lose customers or may disrupt our relationships. The failure of our information systems tofunction as intended, or the penetration by outside parties’ intent on disrupting business processes, could result in significantcosts, loss of revenue, assets or personal or other sensitive data and reputational harm.

Failure or poor performance of third-party software,infrastructure or systems on which we rely could adversely affect our business.

We depend on third parties toprovide and maintain certain infrastructure that is critical to our business. For example, we rely on third parties to provide software,data center services and dedicated fiber optic, microwave, wireline and wireless communication infrastructure. This infrastructure maymalfunction or fail due to events outside of our control, which could disrupt our operations and have a material adverse effect on ourbusiness, financial condition and results of operations. Any failure to maintain and renew our relationships with these third partieson commercially favorable terms, or to enter into similar relationships in the future, could have a material adverse effect on our business,financial condition, results of operations and cash flows.

We also rely on certain third-partysoftware, third-party computer systems and third-party service providers, including internet service providers, communications facilitiesand other facilities. Any interruption in these third-party services or software, deterioration in their performance, or other improperoperation could interfere with the operation of our platform and would be disruptive to our business and may cause reputational harm thatultimately harms our operating results. If our arrangements with any third party are terminated, we may not be able to find an alternativesource of software or systems support on a timely basis or on commercially reasonable terms. This could also have a material adverse effecton our business, financial condition, results of operations and cash flows.

Third parties may claim that we infringe theirintellectual property and trademark rights.

Competitors in our markets mayclaim that we infringe their proprietary rights. Such claims, whether or not meritorious, may result in the expenditure of significantfinancial and managerial resources, injunctions against us or the payment of damages.

Our failure to adequately maintain and protectpersonal information of our customers or our employees in compliance with evolving legal requirements could have a material adverse effecton our business.

Through operating our platform,we will collect, use, store, disclose, or transfer (collectively, “process”) personal information, including from employees,customers, and in connection with businesses that we include on our platform. A wide variety of local and international laws and regulationsapply to the processing of personal information. Data protection and privacy laws and regulations are evolving and being tested in courtsand may result in increasing regulatory and public scrutiny and escalating levels of enforcement and sanctions.

A variety of data protection legislationapply in the United States at both the federal and state level, including new laws that may impact our operations. For example, in June2018, the State of California enacted the California Consumer Privacy Act of 2018 (“CCPA”), which went into effect on January1, 2020, with enforcement by the state attorney general beginning July 1, 2020. The CCPA defines “personal information” ina broad manner and generally requires companies that process personal information of California residents to make new disclosures abouttheir data collection, use, and sharing practices, allows consumers to opt-out of certain data sharing with third parties or sale of personalinformation, and provides a new cause of action for data breaches. Moreover, a new privacy law, the California Privacy Rights Act (“CPRA”)was recently certified by the California Secretary of State to appear on the ballot for the upcoming election on November 3, 2020. Ifthis initiative is approved by California voters, the CPRA would significantly modify the CCPA, potentially resulting in further uncertaintyand requiring us to incur additional expenditures to comply. Additionally, the Federal Trade Commission, and many state attorneys generalare interpreting federal and state consumer protection laws to impose standards for the online collection, use, dissemination, and securityof data. The burdens imposed by the CCPA and other similar laws that have been or may be enacted at the federal and state level may requireus to modify our data processing practices and policies and to incur substantial expenditures in order to comply.

Our actual or alleged failureto comply with any applicable laws and regulations or privacy-related contractual obligations, or to protect such data that we process,could result in litigation, regulatory investigations, and enforcement actions against us, including fines, orders, public censure, claimsfor damages by employees, customers, and other affected individuals, public statements against us by consumer advocacy groups, damageto our reputation and competitive position, and loss of goodwill (both in relation to existing customers and prospective customers), anyof which could have a material adverse effect on our business, financial condition, results of operations, and cash flows. Evolving andchanging definitions of personal information, personal data, and similar concepts within the United States, Canada, and elsewhere, especiallyrelating to classification of IP addresses, device identifiers, location data, household data, and other information we may collect, maylimit or inhibit our ability to operate or expand our business, including limiting strategic partnerships that may involve the sharingof data. Additionally, if third parties that we work with, such as vendors or developers, violate applicable laws or our policies, suchviolations may also place personal information at risk and have an adverse effect on our business. Even the perception of privacy concerns,whether or not valid, may harm our reputation, subject us to regulatory scrutiny and investigations, and inhibit adoption of our platformby existing and potential customers. 

A variety of new and existing laws and/or interpretationscould harm our business.

We are subject to numerous U.S.and foreign laws and regulations covering a wide variety of subject matters. New laws and regulations (or new interpretations or applicationsof existing laws and regulations in a manner inconsistent with our practices) may make our platform and its services less useful, limitour ability to pursue certain business models or offer certain products and services, require us to incur substantial costs, expose usto unanticipated civil or criminal liability, or cause us to change our business practices. These laws and regulations are evolving andinvolve matters central to our business, including, among others:

The introduction of new businesses,products, services, and technologies, our activities in certain jurisdictions, or other actions we take may subject us to additional lawsand regulations. The costs of compliance with these laws and regulations are high and are likely to increase in the future. Any failureon our part to comply with laws and regulations can result in negative publicity and diversion of management time and effort and may subjectus to significant liabilities and other penalties.

We could be subject to litigation, allegationsor other legal claims.

Our assets or our business activitiesmay be subject to disputes that may result in litigation or other legal claims. We may be subject to allegations through press, socialmedia, the courts or other mediums that may or may not be founded. We may be required to respond to or defend against these claims and/orallegations, which will divert resources away from our principal business. There can be no assurance that our defense of such claims and/orallegations would be successful, and we may be required to make material settlements. This could have a material adverse effect on ourbusiness prospects, results of operations, cash flows, financial condition and corporate reputation.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes statementsthat express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future resultsand therefore are, or may be deemed to be, “forward-looking statements.” All statements other than statements of historicalfacts contained in this prospectus may be forward-looking statements. These forward-looking statements can generally be identified bythe use of forward-looking terminology, including the terms “believes,” “estimates,” “continues,”“anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,”“may,” “will,” “would” or “should” or, in each case, their negative or other variationsor comparable terminology. They appear in a number of places throughout this prospectus, and include statements regarding our intentions,beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects,growth, strategies, future acquisitions and the industry in which we operate.

By their nature, forward-lookingstatements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in thefuture. We believe that these risks and uncertainties include, but are not limited to, those described in the “Risk Factors”section of this prospectus. Those factors should not be construed as exhaustive and should be read with the other cautionary statementsin this prospectus.

Although we base these forward-lookingstatements on assumptions that we believe are reasonable when made, we caution you that forward-looking statements are not guaranteesof future performance and that our actual results of operations, financial condition and liquidity, and industry developments may differmaterially from statements made in or suggested by the forward-looking statements contained in this prospectus. The matters summarizedunder “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Conditionand Results of Operations,” “Business” and elsewhere in this prospectus could cause our actual results to differ significantlyfrom those contained in our forward-looking statements. In addition, even if our results of operations, financial condition and liquidity,and industry developments are consistent with the forward-looking statements contained in this prospectus, those results or developmentsmay not be indicative of results or developments in subsequent periods.

In light of these risks and uncertainties,we caution you not to place undue reliance on these forward-looking statements. Any forward-looking statement that we make in this prospectusspeaks only as of the date of such statement, and we undertake no obligation to update any forward-looking statement or to publicly announcethe results of any revision to any of those statements to reflect future events or developments, except as required by applicable law.Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance,unless specifically expressed as such, and should only be viewed as historical data.

USE OF PROCEEDS

We will not receive any proceedsfrom the sale of the shares of our Common Stock by White Lion (the selling stockholder identified in this prospectus). However, we willreceive proceeds from our initial sale of shares to White Lion, pursuant to the Purchase Agreement. The proceeds from the initial saleof shares will be used for the purpose of working capital or for other purposes that the Board of Directors, in good faith deem to bein the best interest of the Company.

DETERMINATION OF OFFERING PRICE

We have not set an offering pricefor the shares registered hereunder, as the only shares being registered are those sold pursuant to the White Lion Purchase Agreement.White Lion may sell all or a portion of the shares being offered pursuant to this prospectus at fixed prices and prevailing market pricesat the time of sale, at varying prices or at negotiated prices. 

PRICE RANGE OF THE REGISTRANT’S COMMON EQUITY

Our common stock is quoted onthe OTC Markets under the symbol “WSFT.” Our stock has been thinly traded on the OTC and there can be no assurance that aliquid market for our common stock will ever develop. The tables below reflect inter-dealer prices, without retail mark-up, markdown orcommission, and may not necessarily represent actual transactions.

As of July 26, 2021, the lastreported sales price reported on the OTC Markets, Inc. for our common stock was $1.25 per share and we had 311 holders of record of ourcommon stock. The number of record holders was determined from the records of our transfer agent and does not include beneficial ownersof common stock whose shares are held in the names of various security brokers, dealers or registered clearing agencies. 

DIVIDEND POLICY

Holders of our common stock areentitled to receive dividends as may be declared from time to time by our board of directors. We have not paid any cash dividends sinceinception on our common stock and do not anticipate paying any in the foreseeable future. Although we intend to retain our earnings, ifany, to finance the exploration and growth of our business, our board of directors will have the discretion to declare and pay dividendsin the future. Payment of dividends in the future will depend upon our earnings, capital requirements, and other factors, which our boardof directors may deem relevant.

DILUTION

Not applicable. The shares registeredunder this registration statement are not being offered for purchase by the Company. The shares are being registered on behalf of WhiteLion (the selling stockholder identified in this prospectus) pursuant to the White Lion Purchase Agreement.

OUR BUSINESS

History and Organization

Wikisoft Corp. (hereinafter the“Company,” “Wikisoft,” “we,” “us” or “our”) was incorporated in the stateof Nevada in under the name Sensor Technologies, Inc. on May 4, 1998. In March 2006 the Company changed its name to Bixby Energy SystemsInc. The Company changed its name to Power Play Development Corporation in September 2006. In April 2007 the Company changed its nameto National League of Poker, Inc. In October 2011 the Company changed its name back to Power Play Development Corporation. In March 2018the Company changed its name to Bluestar Technologies, Inc. In March 2018, the Company then changed its name to Wikisoft Corp.

In May 2016, the Company’sBoard of Directors terminated the services of all prior officers and directors and the board appointed Robert Stevens as the Board AppointedReceiver for the Company. This was a private receivership where the receiver was appointed by the board to act on behalf of the Companyand no court filings were ever made in connection with the receivership. On April 16, 2019, in connection with the Merger described below,Robert Stevens resigned from all of his positions with the Company and the board appointed receivership was concluded. At that time, RasmusRefer was appointed as the Company’s CEO and Director, and he resigned from such positions in August and November 2020, respectively.Rasmus Refer was previously the CEO of the Company until August 31, 2020 and Director of the Company until November 30, 2020, and ourcurrent CEO and sole director were appointed thereafter as described in detail below.

On April 16, 2019, the Companyentered into an Agreement and Plan of Merger (the “Merger Agreement”) with WikiSoft Acquisition Corp., a Delaware corporationwhich was then the Company’s wholly owned subsidiary (“Merger Sub”) and WikiSoft Corp., a privately held Delaware corporation(“WikiSoft DE”). In connection with the closing of this merger transaction, Merger Sub merged with and into WikiSoft DE (the“Merger”) on April 30, 2019. Pursuant to the Merger, the Company acquired WikiSoft DE which then became its wholly owned subsidiary.

On March 19, 2020, the Companyentered into an Agreement and Plan of Merger (the “Short Form Merger Agreement”) with WikiSoft DE, pursuant to which it wasagreed that the Company would merge with and into WikiSoft DE, with the Company surviving. Thereafter, on March 25, 2020, WikiSoft DEmerged with and into the Company, with the Company (i.e. Wikisoft Corp. - the NV corporation) surviving pursuant to a Certificate of Ownershipand Merger filed in with Delaware Secretary of State, whereby the then wholly owned subsidiary (WikiSoft DE) merged with and into theCompany, with the Company surviving. On March 25, 2020, the Company filed Articles of Conversion in Nevada, whereby the then subsidiary(WikiSoft DE) merged with and into the Company, with the Company surviving.

Prior to the Merger, the Companydid not have any business operations, and at the closing of the Merger, the Company’s business became its current business as describedin detail below.

Ouroffices are located at 315 Montgomery Street, San Francisco, CA 94104, and our telephone number is 800-706-0806. Our website address iswww.wikiprofile.com and our email address is investor@wikisoft.com. We also currently have websites at the following website addresses:Wikisoft.com, wikicareer.com, wikiinvestor.org, wikihired.com, wikiinvestment.com, which redirect the user to wikiprofile.com. Informationcontained on, or accessible through, all of the foregoing websites is not a part of, and is not incorporated by reference into, this RegistrationStatement. 

Business Overview

Wikisoft Corp. has a vision tobecome one of the largest portals of information for businesses. Our portal, which initially launched in January 2018, is called wikiprofile.comand seeks to provide profiles on companies, business people and corporate influencers. Information contained on, or accessible through,the foregoing website is not a part of, and is not incorporated by reference into, this Registration Statement.

Although our website portal iscurrently operational in its beta form launched June 1, 2021. At this time we are solely focused on developing the website. From its initiallaunch in 2018 to September 2020, we worked on developing the website in its initial form, beginning in September 2020 we began workingto launch our updated website portal, which was launched in its beta form June 1^st. Our developers are based in Brazil andDenmark and our IT operations are based in Denmark.

Users are able to freely searchthe portal and all content will be collected and updated in real-time. Our platform is developed on multiple Postgres databases that providesthe foundation for our Wikiprofile platform. The scalable Jamstack microservice architecture aims to remove the load pressure from a server-orientedfocus and utilizes the resources on various browsers to deliver a user experience with modern well performing page speed due to architecture.The architecture is designed to make the web faster, more secure, and easier to scale. Using proprietary crawler technology, the databasesautomatically collect information on newly found entities, seeking to have a complete database.

We plan to generate revenues primarilyfrom premium profiles and recruiting on our website. We also further plan to generate revenues by charging users of our website platformfor access to certain information and features on our platform, as described further below.

Value Proposition

Wikisoft’svalue proposition for professionals and businesses is simple: We connect! We believe that our platform, will enable users to stay connectedand informed and allow professionals to advance their careers and businesses to hire the best professionals and work smarter. 

Our Mission

Wikisoft aims to create new standardsfor validating professional profiles and change the way we trust digital information. The mission is to increase workplace transparencyby providing trusted information about companies and people seeking to enable them to make the right decisions. By doing so, Wikisoftplans to engage in a global market worth approximately $500 billion according to a report titled Global Staffing Industry Revenue from2008 to 2020 by Statista.

We believe that Wikisoft ‘s competitive strengthsinclude:

Wikisoft’s database of worldwide company profiles,is updated 24/7. Current and future profiles will include company addresses, websites, phone, email, descriptions, industry, rating, companyculture rank, founded year, numbers of employees, turnover, organizations charts of key employees and more.

Wikisoft database of worldwide business people profile,is updated 24/7. Current and future profiles will include current job titles, social links, recent job, experience, industry, link tocompany profile and mobile phone and more.

We believe that trustedcompany information is more relevant than ever for companies and business professionals to collaborate and make the right decisions. Weseek to provide access to qualified and diverse candidates without wasting time on screening applications or paying upfront fees. Theconcept for jobseekers is to build a trusted online presence that reflects accomplishment and boost their careers. 

Our Vision and Strategy

Our vision is to create opportunityglobally for every business professional and company. Manifesting this vision requires scaling across the key pillars: business individuals,companies, job opportunities & professional skills by correct and trusted information. By operationalizing this vision, we believeWikisoft can enable users to connect to opportunity at a global scale.

Our strategy is focused on keyvalue propositions for both non-paying users and paying users. We plan to generate revenues primarily from premium profiles and recruitingon our website platform. We also further plan to generate revenues by charging users of our website platform for access to certain informationand features on our platform, as described further below. 

Our Website Portal and How we Plan to GenerateRevenue

With our recent relaunch of ourwebsite portal, users are able to freely search the portal and most of our products at no cost to generate consumer usage and with thebelief that our future premium business model and paid products drives the most value for business professionals and businesses.

We believe that the relaunchof our website portal and extensive database enables us to create additional value for our customers through four distinct planned productlines:

§ Wiki Business People Profile

§ Wiki Business Profile

§ Wiki Recruit

§ Wiki Company Research.

Wiki Business People Profile

Our planned Wiki Business PeopleProfile will include a free basic profile. This profile will be visible to recruiters looking for new employees. Additional features likedata insights on who visited your profile and financial company information and receiving job proposals are planned to be available ata cost to help business professionals to make qualified decisions.

Wiki Business Profile

The Wiki Business Profile is plannedto include a free basic profile and allow companies to highlight their culture and increase their online brand and awareness. We believethat the profile will also help companies build trust that will attract new customers and better employees. We plan to have additionalfeatures like review management and data insights available at a cost. We have not yet decided the fees we’ll charge for such additionalfeatures.

Wiki Recruit

The Wiki Recruit is planned toinclude a free basic profile where recruiters can post jobs. We plan to have additional features with premium ranking and the possibilityto send job proposals directly to a job candidate available at a cost. If a proposal is accepted by the job seeker through Wikiprofile’splatform, we plan that Wikisoft will charge a percentage per month of the job seekers annual salary for the first 12-24 months. The benefitfor recruiters is that they only pay a percentage per month following the employment rather than paying a 20-30% upfront fee on theirannual salary to a headhunter company or having high internal labor costs. We believe that this will reduce the risk of having high upfrontcost if a hire is unsuccessful. We have not yet decided the fees we’ll charge for such additional features.

Wiki Company Research

The Wiki Company Research is plannedto offer solidity, liquidity and credit reports to make research and ensure right decision making when choosing a new job or supplier.We have not yet decided the fees we’ll charge for such additional data insights.

We plan to generate revenues primarilyfrom premium profiles and recruiting on our website platform when we have sufficient usage on our platform.

Personnel

Our Chairman, Paul Quintal, isresponsible for leading the Company’s Board, of which he is currently the sole member, and focusing on strategic matters, overseeingthe Company’s business and setting high governance standards. Our Chief Executive Officer, Carsten Kjems Falk, is overall accountablefor strategy and general daily management of operations. Our IT manager, Oscar Gensman, is responsible for IT development and architecturein our Company. He is assisted by 2 in-house and 4 independent contractors for IT development.

Plan of Operations

For the 2021 fiscal year, we expectto require a minimum of $500,000 in operating funds. The source of such funds is anticipated to be from capital raised from third parties.The founder Rasmus Refer, who owns 7.7% of the Company’s issued and outstanding common stock as of the date of this report, pursuantto a Revolving Credit Facility Agreement (the “Credit Agreement”) between him and the Company, dated December 30, 2020, hasagreed to make unsecured loans and extensions of credit available to the Company of up to $1,000,000, as requested by the Company underthe Credit Agreement, to implement the Company’s plan of operations if we are unable to raise sufficient funds from other sources.The Purchase Agreement between the Company and White Lion has been signed dated June 8, 2021. Under the agreement, the Company may requireWhite Lion to acquire shares of the Company’s common stock, up to a maximum amount of $20,000,000.

If we are able to raise fundsfrom third parties exceeding $500,000, we plan to accelerate our plan of operations as much as possible consistent with the amount offunds raised and the Company’s strategy.

During the months of 2021, the Company has completedthe following:

Form-10 effectiveness

The Company filed a RegistrationStatement on Form 10 with the SEC on January 6, 2021 to register its common stock under the Exchange Act. The Company’s RegistrationStatement on Form 10 went effective on February 12th 2021, and the Company is now subject to reporting obligations with the SEC. The Company’smanagement sees this as an important and essential step in our commitment to provide our investors with transparency and accountability.

Redemption Agreement

On February 18, 2021, the Companyentered into a Stock Redemption Agreement (the “Redemption Agreement”) with Saqoia, Inc. (“SI”), an entity whichis owned and controlled by Rasmus Refer. Pursuant to the Redemption Agreement, the Company agreed to purchase, and SI agreed to sell,14,000,000 shares (the “Shares”) of the Company’s common stock held by SI to the Company in exchange for $1.00, withthe Shares then being returned to the Company’s authorized, but unissued shares of common stock. Rasmus Refer was previously theChief Executive Officer of the Company from April 2019 to August 2020 and Director of the Company from April 2019 to November 2020. Priorto the Redemption Agreement, SI held 86,895,078 shares of the Company’s common stock, and after the Redemption Agreement, SI held72,895,078 shares of the Company’s common stock of which Mr. Refer has voting and dipositive power.

On July 8, 2021, SI agreed todonate its 72,895,078 shares of common stock in our company to Modern Art Foundation Inc. Mr. Refer now currently holds 3,500,000 sharesof our common stock in his own name, and 3,500,000 shares held by Wikisoft Holdings, of which he has voting and dipositive power.

Amendment to Consulting Agreement

On February 18, 2021, the Companyentered into a second Amendment to the Consulting Agreement (the “Second Amendment”) with Milestone Management Services, alimited liability company organized under the laws of the state of Nevada (“Milestone”) to amend the consulting agreementbetween the Company and Milestone effective as of August 1, 2020, as amended (the “Original Agreement”). Pursuant to the OriginalAgreement, Milestone agreed to provide strategic advisory services to the Company. Pursuant to a first amendment to the Original Agreement,which was entered into on September 21, 2020, the start date of the Original Agreement was delayed until March 1, 2021. Pursuant to theSecond Amendment, the start date of the Original Agreement was delayed until June 1, 2022, however the Company in their sole discretioncan elect to move up the start date of the Original Agreement to an earlier date. Other than the foregoing, no other material changeswere made to the Original Agreement in the Second Amendment.

New Investor Website

The Company launched a new investorrelations Website on February 22nd 2021. The investor site on www.wikisoft.com intends to provide transparency and disclosure about ourCompany consistent with the information disclosed in our filings with the Securities and Exchange Commission. The information on our websiteis not made part of this Prospectus.

Signed Purchase Agreement with White Lion Capital, LLC

The Purchase Agreement signedon May 10^th provides that the Company has the right, but not the obligation to cause White Lion Capital to purchase up to $20,000,000(the "Commitment Amount") of the Company's common stock, from time to time, during the commitment period, which starts on thedate of execution of the Purchase Agreement and terminates on the earlier of, the date where the Commitment Amount is purchased or December31, 2022, at a purchase price as set forth in the Purchase Agreement. The Company intends to use the net proceeds from the Purchase Agreementfor the expansion of working capital and other general corporate purposes in accordance with its business strategy.

Signed Purchase Agreement with Triton fundsLP

On June 8, 2021, the Company enteredinto a Common Stock Purchase Agreement (the “CSPA”) with Triton Funds, LP, a Delaware limited partnership (“Triton Funds”),an unrelated third party. Subject to the terms and conditions set forth in the CSPA, the Company agreed to sell Common Stock of the Companyto Triton Funds having an aggregate value of $750,000 at a fixed price of $1.50 per share (the “Investment Amount”).

The CSPA requires that the Companyissue to Triton Funds an Administrative Fee of 25,000 shares of Common Stock and a deduction of $10,000 from the Investment Amount atClosing.

Triton Funds’ obligationto purchase securities is conditioned on an effective registration statement for the shares being purchased and Triton Funds’ ownershipnot exceeding 4.99% of the issued and outstanding shares of the Company giving effect to such purchase.

In connection with the CSPA, theCompany also executed a Common Stock Purchase Warrant (the “Warrant”) under which Triton Funds is granted a three-year rightto purchase up to 500,000 common shares of the Company (the “Warrant Shares”) subject to the terms and conditions of the Warrant.

On June 15, 2021, the Companyfiled a registration statement concerning the investment with Triton Funds. The Company has received comments from the SEC and intendsto respond and amend the registration statement.

Relaunch of Wikiprofile

Launched redesign and a beta versionof our flagship website wikiprofile.com on June 1^st 2021. Test of beta site has been commenced and following a stabilizationperiod marketing activities seeking to generate users and sign ups to our website platform will be commenced. The main drivers will beemail, search engine marketing and Search Engine Optimization. Further development of our website platform with new features like reviews& compare companies are planned to be developed in Q2.

We expect that the total cost for the foregoing activitiesin Q2 will be an estimated amount of $100,000.

Third Quarter of 2021

In this quarter we plan to hirea marketing manager. The main responsibilities will be to optimize and ensure KPI driven email and search engine marketing and SearchEngine Optimization and execute on our marketing strategy and drive users and sign ups to our website. Furthermore, a customer care manageris expected to be hired to handle support and ensure customer satisfaction. IT development will utilize existing developers and additionaldevelopers will be hired if needed for crawling and frontend development of business logic and products. We expect that the total costfor the foregoing activities will be an estimated amount of $150,000.

Fourth Quarter of 2021

In this quarter we plan to continueto hire additional developers. We also expect to: (i) hire additional customer care and/or marketing managers to support business needs;and (ii) further develop of our platform with new features like Jobs and Job Postings is expected to be developed. We anticipate thatour primary source of acquiring customers will be through Email Marketing, Search Engine Optimization & Search Engine Marketing. Wealso anticipate to hire a CFO to streamline financial reporting, compliance, Investor Relations and to improve corporate governance. Weexpect that the total cost for the foregoing activities will be an estimated amount of $150,000.

First Quarter of 2022

In this quarter we plan to continueto further develop of our platform with new features. By further leveraging artificial intelligence(“AI”) and machine learning techniques (“ML”), we expect that we will be able to process raw data and refine theminto unique and actionable insights in the wiki universe. We anticipate that our primary source of acquiring customers will bethrough Email Marketing, Search Engine Optimization & Search Engine Marketing. We expect that the total cost for the foregoing activitieswill be an estimated amount of $200,000.

If we are able to raise fundsfrom third parties exceeding $500,000, we plan to accelerate our plan of operations as much as possible consistent with the amount offunds raised and the Company’s strategy.

Achievement of the foregoing planof operations will depend highly on our funds and the availability of those funds and accordingly there can be no assurance that we canimplement the foregoing as planned or at all.

Intellectual Property

The Companydoes currently not hold any Intellectual Property rights. While the Company uses reasonable efforts to protect its trade and businesssecrets, the Company cannot assure that its employees, consultants, contractors or advisors will not, unintentionally or willfully, disclosethe Company's trade secrets to competitors or other third parties. In addition, courts outside the United States are sometimes less willingto protect trade secrets. Moreover, the Company's competitors may independently develop equivalent knowledge, methods and know-how. Ifthe Company is unable to defend the Company's trade secrets from others use, or if the Company's competitors develop equivalent knowledge,it could have a material adverse effect on the Company's business. Any infringement of the Company's proprietary rights could result insignificant litigation costs, and any failure to adequately protect the Company's proprietary rights could result in the Company's competitorsoffering similar products, potentially resulting in loss of a competitive advantage and decreased revenue. Existing patent, copyright,trademark and trade secret laws afford only limited protection. In addition, the laws of some foreign countries do not protect the Company'sproprietary rights to the same extent as do the laws of the United States. Therefore, the Company may not be able to protect the Company'sproprietary rights against unauthorized third-party use. Enforcing a claim that a third party illegally obtained and is using the Company'strade secrets could be expensive and time consuming, and the outcome of such a claim is unpredictable. Litigation may be necessary inthe future to protect the Company's trade secrets or to determine the validity and scope of the proprietary rights of others. This litigationcould result in substantial costs and diversion of resources and could materially adversely affect the Company's future operating results.

Competition

The bigdata analysis, recruiting and data generation sector is highly competitive and continually evolving as participants strive to distinguishthemselves within their markets and compete within the internet industry. We face intense competition from companies with much largercapital resources than us, and, as a result, we could struggle to attract users and gain market share. Many of our existing or futurecompetitors have greater financial resources and greater brand name recognition than we do and, as a result, may be better positionedto adapt to changes in the industry or the economy as a whole. We will strive to advance our technology in each of these sectors aheadof our competitors to gain market share. We also face intense competition in attracting and retaining qualified employees. Our abilityto continue to compete effectively will depend upon our ability to attract new employees, retain and motivate our existing employees andto compensate employees competitively. We face significant competition in several aspects of our business, and such competition mightincrease, particularly in the market for online professional networks and engagement of professionals.

The spacefor online professional networks is rapidly evolving. Other companies such as LinkedIn, Glassdoor, Facebook, Google, Microsoft and Twittermight be developing or could develop solutions that compete with ours. Further, some of these companies are partnering with third partiesthat could compete with ours. Additionally, we face competition from a number of companies outside the United States that provide onlineprofessional networking solutions. We also compete against smaller companies that focus on groups of professionals within a specific industryor vertical. Our competitors may announce new products, services or enhancements that better address changing industry standards or theneeds of users, such as mobile access or different market focus. Any such increased competition could cause pricing pressure, loss ofbusiness or decreased user activity, any of which could adversely affect our business and operating results. Internet search engines couldalso change their methodologies in ways that adversely affect our ability to optimize our page rankings within their search results.

Withrespect to our planned recruitment service through our website platform, we will compete with online recruiting companies, talent managementcompanies and larger companies that are focusing on talent management and human resource services, job boards, traditional recruitingfirms and companies that provide learning and development products and services. Additionally, other companies, including newcomers tothe recruiting or learning and development industries, may partner with Internet companies to provide services that compete with our solutions,either on their own or as third-party applications. Therefore, we might not be able to compete successfully.

We believethat we have competitive strengths that position us favorably in our lines of business. However, our industry is evolving rapidly andis becoming increasingly competitive. Larger and more established companies may focus on professional networking and could directly competewith us. Smaller companies could also launch new products and services that we do not offer and that could gain market acceptance quickly.

Government Regulation

We aresubject to a number of foreign and domestic laws and regulations that affect companies conducting business online, many of which are evolvingand could be interpreted in ways that could harm our business. In the United States and abroad, laws and regulations relating to the liabilityof providers of online services for activities of their users and other third parties are being tested by a number of claims, includingactions based on invasion of privacy and other torts, unfair competition, copyright and trademark infringement, and other theories basedon the nature and content of the materials searched, or the content provided by users. Further some countries impose regulations regardingor require licenses to conduct various aspects of our business, including employee recruiting, and news related services. Any court rulingor other governmental action that imposes liability on providers of online services for the activities of their users or other third partiescould harm our business. In addition, rising concern about the use of social networking technologies for illegal conduct, such as theunauthorized dissemination of national security information, money laundering or supporting terrorist activities, may in the future producelegislation or other governmental action that could require changes to our website platform, restrict or impose additional costs uponthe conduct of our business or cause users to abandon material aspects of our platform.

In thearea of information security and data protection, most states have enacted laws and regulations requiring notification to users when thereis a security breach of personal data, or requiring the adoption of minimum information security standards that are often vaguely definedand difficult to practically implement. The costs of compliance with these laws and regulations may increase in the future as a resultof amendments or changes in interpretation. Furthermore, any failure on our part to comply with these laws and regulations may subjectus to significant liabilities.

We arealso subject to federal, state, and foreign laws and regulations regarding privacy and protection of data. Our privacy policies describeour practices concerning the use, storage, transmission and disclosure of personal information, including visitor and user data. Any failureby us to comply with these terms or privacy related laws and regulations could result in proceedings against us by governmental authoritiesor others, which could harm our business. In addition, the interpretation of privacy and data protection laws and regulations and theirapplication to online services are unclear, evolving and in a state of flux. For example, in October 2015, the highest court in the EuropeanUnion invalidated reliance on the US-EU Safe Harbor regime as one of the legally recognized mechanisms under which the personal data ofEuropean citizens could be transferred to the United States. We believe that our processing of European citizens’ personal datain the United States is authorized under other legally recognized mechanisms, but the validity of these other legal mechanisms is notcertain and may change in light of changes in the political, legislative and legal environment in Europe. There is a risk that these lawsand regulations may be interpreted and applied in conflicting ways from state to state, country to country, or region to region, and ina manner that is not consistent with our current data protection practices, or that new laws or regulations will be enacted. In addition,because our website platform is accessible worldwide, certain foreign governments may claim that we are required to comply with theirlaws and regulations, including with respect to the storage, use and disclosure of user information, even in jurisdictions where we haveno local entity, employees, or infrastructure. Complying with these varying domestic and international requirements could cause us toincur additional costs and change our business practices. Further, any failure by us to adequately protect our users’ privacy anddata could result in a loss of user confidence in our services and ultimately in a loss of users, which could adversely affect our business.

Property

We ownno real property. We rent space at 315 Montgomery Street San Francisco, CA 94104 & Gamle Carlsberg Vej 16, 2500 Valby, Denmark. Ourrent for the Denmark location is approximately $1,000 per month for a two person office including a meeting room for 18 persons and wecan terminate the lease at any time by giving three months’ notice. Due to Covid-19 we have scaled back our offices at 315 MontgomeryStreet San Francisco, CA 94104 to a virtual room but, we can rent offices at this location on an employee-by-employee basis includingmeeting facilities. We can terminate the lease at this location at any time by giving one months’ notice and the current rent atthis location is approximately $275 per month.

Employees

We have4 full time employees and 4 project by project independent contractors. We believe that we have good relations with our employees andcontractors.

Legal Proceedings

Fromtime to time, we may become party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of our business.We are not currently a party, as plaintiff or defendant, to any legal proceedings that we believe to be material or which, individuallyor in the aggregate, would be expected to have a material effect on our business, financial condition or results of operation if determinedadversely to us.

Smaller Reporting Company

The Companyis a “smaller reporting company” as defined in Rule 12b-2 under the Exchange Act. There are certain exemptions available tous as a smaller reporting company, including: (1) not being required to comply with the auditor attestation requirements of Section 404(b)of the Sarbanes Oxley Act; (2) scaled executive compensation disclosures; and (3) the requirement to provide only two years of auditedfinancial statements, instead of three years. As long as we maintain our status as a “smaller reporting company”, these exemptionswill continue to be available to us.

Emerging Growth Company

As apublic company with less than $1,070,000,000 in revenue during our last fiscal year, we qualify as an “emerging growth company”under the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”). An emerging growth company may take advantage of certainreduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to publiccompanies, and can avail itself to various exemptions such as an exemption from Section 404(b) of the Sarbanes-Oxley Act of 2002 and Section14(a) and (b) of the Securities Exchange Act of 1934.

In particular,as an emerging growth company we:

We intendto take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoptionof new or revised financial accounting standards under §107 of the JOBS Act. Our election to use the phase-in periods may make itdifficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that haveopted out of the phase-in periods under §107 of the JOBS Act.

Certainof these reduced reporting requirements and exemptions were already available to us due to the fact that we also qualify as a “smallerreporting company” under SEC rules. For instance, smaller reporting companies are not required to obtain an auditor attestationand report regarding management’s assessment of internal control over financial reporting; are not required to provide a compensationdiscussion and analysis; are not required to provide a pay-for-performance graph or Chief Executive Officer pay ratio disclosure; andmay present only two years of audited financial statements and related MD&A disclosure.

Underthe JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after ourinitial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, as amended (the“Securities Act”), or such earlier time that we no longer meet the definition of an emerging growth company. In this regard,the JOBS Act provides that we would cease to be an “emerging growth company” if we have more than $1,070,000,000 in annualrevenues, have more than $700 million in market value of our Common stock held by non-affiliates, or issue more than $1.0 billion in principalamount of non-convertible debt over a three-year period. We would cease to be an emerging growth company on the last day of the fiscalyear following the date of the fifth anniversary of our first sale of common equity securities under an effective registration statementor a fiscal year in which we have $1 billion in gross revenues. Further, under current SEC rules we will continue to qualify as a “smallerreporting company” for so long as we have a public float (i.e., the market value of common equity held by non-affiliates) of lessthan $250 million as of the last business day of our most recently completed second fiscal quarter. 

SELLING STOCKHOLDER

This prospectus relates to theresale of up to 4,500,000 shares of common stock, issuable to White Lion Capital, LLC (“White Lion”), the selling stockholder,pursuant to a “Purchase Notice” under a Common Stock Purchase Agreement (the “Purchase Agreement”), dated May10, 2021, that we entered into with White Lion. The Purchase Agreement permits us to issue Purchase Notices to White Lion for up to twentymillion dollars ($20,000,000) in shares of our common stock through December 31, 2022 or until $20,000,000 of such shares have been subjectof a Purchase Notice.

The selling stockholder may offerand sell, from time to time, any or all of shares of our common stock to be sold to White Lion under the Purchase Agreement dated May10, 2021.

The following table sets forthcertain information regarding the beneficial ownership of shares of common stock by the selling stockholder as of July 26, 2021 and thenumber of shares of our common stock being offered pursuant to this prospectus. We believe that the selling stockholder has sole votingand investment powers over its shares.

Because the selling stockholdermay offer and sell all or only some portion of the 4,500,000 shares of our common stock being offered pursuant to this prospectus, thenumbers in the table below representing the amount and percentage of these shares of our common stock that will be held by the sellingstockholder upon termination of the offering are only estimates based on the assumption that the selling stockholder will sell all ofits shares of our common stock being offered in the offering.

The selling stockholder has nothad any position or office, or other material relationship with us or any of our affiliates over the past three years.

To our knowledge, the sellingstockholder is not a broker-dealer or an affiliate of a broker-dealer. We may require the selling stockholder to suspend the sales ofthe shares of our common stock being offered pursuant to this prospectus upon the occurrence of any event that makes any statement inthis prospectus or the related registration statement untrue in any material respect or that requires the changing of statements in thosedocuments in order to make statements in those documents not misleading.

Notes:

MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Thefollowing discussion and analysis of our results of operations and financial condition should be read in conjunction with our consolidatedfinancial statements and the notes to those consolidated financial statements that are included elsewhere in this prospectus. Our discussionincludes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives,expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-lookingstatements as a result of a number of factors. See “Cautionary Note Regarding Forward-Looking Statements” at the beginningof this prospectus.

Results of Operations for the Quarter Ended March31, 2021 and 2020

Revenues

We earned revenues of $0 for thequarter ended March 31, 2021, as compared with $0 for quarter ended March 31, 2020. We hope to increase our revenues for the remainder2021, but we will need financing to maximize our earning potential.

Operating Expenses

Operating expenses increased from$21,977 for the quarter ended March 31, 2020 to $188,695 for the quarter ended March 31, 2021. The main reason for the increase was dueto additional spend on professional fees and stock-based compensation.

We anticipate our operating expenseswill increase as we undertake our plan of operations. The increase will be attributable to administrative and operating costs associatedwith our business activities and the professional fees associated with our reporting obligations.

Other Expenses

We had other expenses of $1,102for the quarter ended March 31, 2020, as compared with other expenses of $0 for the quarter ended March 31, 2021. Our other expenses in2021 were largely the result of interest expense resulting from related party debt.

Net Loss

Weincurred a net loss of $21,977 for the quarter ended March 31, 2020, compared to a netloss of $189,797 for the quarter ended March 31, 2021.

Results of Operations for the Years Ended December31, 2020 and 2019

Revenues

We earned revenues of $44,444for the year ended December 31, 2019, as compared with $0 for the year ended December 31, 2020 from our agreement with Fastbase Inc.,which is a related party. We hope to increase our revenues for 2021, but we will need financing to maximize our earning potential.

Operating Expenses

Operatingexpenses increased from $94,305 for the year ended December 31, 2019 to $1,947,223 for the year ended December 31, 2020. The main reasonfor the increase was dueto additional spend on professional fees and stock-based compensation.

We anticipate our operating expenseswill increase as we undertake our plan of operations. The increase will be attributable to administrative and operating costs associatedwith our business activities and the professional fees associated with our reporting obligations.

Other Expenses

We had other expenses of $2,838,904for the year ended December 31, 2019, as compared with other expenses of $7,047 for the year ended December 31, 2020. Our other expensesin 2019 was largely the result of the loss on the reverse merger.

Net Loss

Weincurred a net loss of $2,888,765 for the year ended December 31, 2019, compared to a net loss of $1,954,297 for the year ended December31, 2020.

Liquidity and Capital Resources

As of March 31, 2021, we had totalcurrent assets of $13,425 and total current liabilities of $344,269. We had working capital deficit of $330,844 as of March 31, 2021,as compared with a working capital deficit of $23,041 as of December 31, 2020.

Net cash used in operating activitieswas $127,915 in for the quarter ended March 31, 2021, as compared with $34,485 in cash for the same period ended 2020. Our net losseswere the main contributing factor to our negative operating cash flows.

Net cash used in operating activitieswas $173,141 in for the year ended December 31, 2020, as compared with $81,820 in cash for the same period ended 2019. Our net losseswere the main contributing factor to our negative operating cash flows.

Financing activities provided$119,999 in cash for the quarter ended March 31, 2021, as compared with $868 in cash provided for the same period ended 2020.

Financing activities provided$61,100 in cash for the year ended December 31, 2020, as compared with $86,549 in cash provided for the same period ended 2019. In 2020,our positive financing cash flow was attributable to related party debt and proceeds from the sale of common stock. In 2019, the positivefinancing cash flow was mainly from proceeds from the sale of common stock.

Going Concern

Wehave evaluated all relevant conditions and events that are reasonably known or reasonably knowable, in the aggregate, as of the date theconsolidated financial statements are issued and determined that substantial doubt exists about the Company’s ability to continueas a going concern. The Company’s ability to continue as a going concern is dependent on the Company’s ability to generaterevenues and raise capital. The Company has not generated sufficient revenues from product sales to provide sufficient cash flows to enablethe Company to finance its operations internally. As of March 31, 2021, the Company had $11,648 cash on hand, as compared with $19,564at December 31, 2020. At March 31, 2021, the Company has an accumulated deficit of $7,773,335. For the three months ended March 31, 2021,the Company had a net loss of $189,797, and net cash used in operations of $127,915. For the year ended December 31, 2020, the Companyhad a net loss of $1,954,297, and net cash used in operations of $173,141. These factors raise substantial doubt about the Company’sability to continue as a going concern within one year from the date of filing.

Over the next twelve months managementplans to use borrowings and security sales to mitigate the effects of cash flow deficits; however, no assurance can be given that debtor equity financing, if and when required, will be available. The financial statements do not include any adjustments relating to therecoverability and classification of recorded assets and classification of liabilities that might be necessary should the Company be unableto continue existence

Future Financings.

Becauseof our limited operating history, it is difficult to predict our capital needs on a monthly, quarterly or annual basis. We will have nocapital available to us if we are unable to raise money or find alternate forms of financing, which we do not have in place at this timeother than the “Credit Agreement” with Rasmus Refer. Pursuant to the Credit Agreement dated December 30, 2020, Mr. Refer hasagreed to make unsecured loans and extensions of credit available to the Company of up to $1,000,000, as requested by the Company underthe Credit Agreement, to implement the Company’s plan of operations if we are unable to raise sufficient funds from other sources.The funds extended to the Company under the Credit Agreement will have a maturity date of 24 months and will carry interest at 0.01% perannum. The Company may prepay the funds at any time without penalty. To date $225,000 has been provided to the Company under the CreditAgreement.

We alsoentered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with White Lion Capital LLC, a Nevada limited liabilitycompany (the “Investor”). Pursuant to the Purchase Agreement, we have the right, but not the obligation to cause the Investorto purchase up to $20 million of our common stock shares (the “Commitment Amount”) during the period beginning on the executiondate of the Purchase Agreement and ending on the earlier of (i) the date on which the Investor has purchased a number of our common stockshares pursuant to the Purchase Agreement equal to the Commitment Amount or (ii) December 31, 2022, at the purchase price set forth inthe Purchase Agreement (the “Purchase Price”).

Wealso entered into a Common Stock Purchase Agreement (the “CSPA”) with Triton Funds, LP, a Delaware limited partnership (“TritonFunds”), an unrelated third party. Subject to the terms and conditions set forth in the CSPA, the Company agreed to sell CommonStock of the Company to Triton Funds having an aggregate value of $750,000 at a fixed price of $1.50 per share (the “InvestmentAmount”).

TheCSPA requires that the Company issue to Triton Funds an Administrative Fee of 25,000 shares of Common Stock and a deduction of $10,000from the Investment Amount at Closing.

TritonFunds’ obligation to purchase securities is conditioned on an effective registration statement for the shares being purchased andTriton Funds’ ownership not exceeding 4.99% of the issued and outstanding shares of the Company giving effect to such purchase.

Inconnection with the CSPA, the Company also executed a Common Stock Purchase Warrant (the “Warrant”) under which Triton Fundsis granted a three-year right to purchase up to 500,000 common shares of the Company (the “Warrant Shares”) subject to theterms and conditions of the Warrant.

On June15, 2021, the Company filed a registration statement concerning the investment with Triton Funds. The Company has received comments fromthe SEC and intends to respond and amend the registration statement.

There can be no assurance thatwe will be successful in raising additional funding. If we are not able to secure additional funding, the implementation of our businessplan will be impaired. There can be no assurance that such additional financing will be available to us on acceptable terms or at all.If we are unable to raise this money, our growth plans will be frustrated. There can be no assurance that our attempts to raise fundswill be successful. You may lose your entire investment.

Critical Accounting Policies.

In December 2001, the SEC requestedthat all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicatedthat a “critical accounting policy” is one which is both important to the portrayal of a company’s financial conditionand results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimatesabout the effect of matters that are inherently uncertain. Our critical accounting policies are disclosed Note 2 of our unaudited financialstatements included in this Quarterly Report on Form 10-Q.

Off-Balance Sheet Arrangements

We have no significant off-balancesheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financialcondition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Recently Issued Accounting Pronouncements

The Company has implemented allnew accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unlessotherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued thatmight have a material impact on its financial position or results of operations.

MANAGEMENT

The following information setsforth the names, ages, and positions of our current directors and executive officers.

Set forth below is a brief descriptionof the background and business experience of each of our current executive officers and directors.

Carsten Kjems Falk

Mr. Falk joined the Company onJune 1st, 2020 as our Deputy Chief Executive Officer and signed a new contract as Chief Executive Officer on September 1, 2020. From 2013to 2019, Mr. Falk was Chief Executive Officer at Domino’s Pizza DK. From June 2020, to present, Mr. Falk is Chief Executive Officerof our company. Mr. Falk holds a Master’s degree in Mathematics and curriculum studies. Mr. Falk has a proven track record of successfullywinning 2 Gazelle Prizes from the leading financial newspaper in Denmark. Carsten's resume also includes business acceleration and drivingprofitable growth for B2B & B2C Venture capital and private owned companies and has been awarded twice for best global online salesby Domino's International.

Aside from that provided above,Mr. Falk does not hold and has not held over the past five years any other directorships in any company with a class of securities registeredpursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registeredas an investment company under the Investment Company Act of 1940.

Paul Quintal

Mr. Quintal joinedthe company on August 1, 2020 as Chief Commercial Officer with the objective to get funding, he then resigned from this role in December2020 and later took the role as Chairman and Directors on December 1st 2020. From 2009 to present, Mr. Quintal has been the Chief CommercialOfficer of Pentius, Inc. Paul began his career at internet pioneers Softbank, Internet.com and Lycos as a key member of 2 IPOs, 2 exitsvia sale and 12 acquisitions & integrations. His role as an original member of the Pentius team includes negotiating large strategiccontracts, high-value deal-making, and managerial guidance.

Aside from that provided above,Mr. Quintal does not hold and has not held over the past five years any other directorships in any company with a class of securitiesregistered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any companyregistered as an investment company under the Investment Company Act of 1940.

We believe that Mr. Quintal isqualified to serve on our Board of Directors because of his leadership and experience in search engine technology.

Term of Office

Our Directorsare appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from officein accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board, subjectto their respective employment agreements.

Significant Employees

Oscar EgGensman is considered a significant employee. His +20 years of experience with System architecture, web development is pivotal for a SaaScompany like Wikisoft Corp.

On September1st, 2020, Mr. Gensman signed an employment agreement calling for a base salary of $3,500. He is also eligible for vacation, sick daysand bonuses as determined by our board of directors. Pursuant to the employment agreement the Company agreed to issue to Mr. Gensman,50,000 shares of the Company’s common stock on September 1, 2021 and another 50,000 shares of the Company’s common stock onSeptember 1, 2022, with the shares vesting monthly.

Family Relationships

There are no family relationshipsbetween or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.

Involvement in Certain Legal Proceedings

During the past 10 years, none of our current directors,nominees for directors or current executive officers has been involved in any legal proceeding identified in Item 401(f) of RegulationS-K, including:

Audit Committee

We do not have a separately-designatedstanding audit committee. The entire board of directors performs the functions of an audit committee, but no written charter governs theactions of the board of directors when performing the functions of that would generally be performed by an audit committee. The boardof directors approves the selection of our independent accountants and meets and interacts with the independent accountants to discussissues related to financial reporting. In addition, the board of directors reviews the scope and results of the audit with the independentaccountants, reviews with management and the independent accountants our annual operating results, considers the adequacy of our internalaccounting procedures and considers other auditing and accounting matters including fees to be paid to the independent auditor and theperformance of the independent auditor.

For the fiscal year ending December31, 2020 and 2019, the board of directors:

1. Reviewed and discussed the audited financial statements with management, and
2. Reviewed and discussed the written disclosures and the letter from our independentauditors on the matters relating to the auditor's independence.

Based upon the board of directors’review and discussion of the matters above, the board of directors authorized inclusion of the audited financial statements for the yearended December 31, 2020 and 2019 to be included in this Registration Statement filed with the Securities and Exchange Commission.

Code of Ethics

We have adopted a Code of Ethics which applies to ourexecutive officers, directors and employees, and a copy of our code of ethics is filed as Exhibit 14.1 to our Annual Report on Form 10-Kfor the year ended December 31, 2020.

EXECUTIVE AND DIRECTOR COMPENSATION

Summary Compensation Table

(1) Rasmus Refer was previously the CEO of the Companyfrom April 2019 to August 31, 2020 and Director of the Company from April 2019 to November 30, 2020. On June 12, 2020, the Company enteredinto an employment agreement with Rasmus Refer in his then capacity as the Company’s CEO, effective August 1, 2020. Since RasmusRefer’s resignation from all positions with the Company, his employment agreement has since been terminated. No payments were madeunder this agreement prior to its termination and Mr. Refer waived his right to receive any and all payments under this agreement.   

(2) Mr. Falk joined the Company on June 1^st,2020 as our Deputy Chief Executive Officer and became our Chief Executive Officer on September 1, 2020. This amount represents the fairmarket value of 500,000 shares of common stock issued to Carsten Falk pursuant to his Prior Employment Agreement, as such term is definedbelow, in his capacity as the Company’s Deputy Chief Executive Officer for employment services. This amount represents the fairmarket value of 3.00 per share on the effective date of his Prior Employment Agreement which is June 1, 2020.

(3) Mr. Quintal joined the Company on August 1, 2020as Chief Commercial Officer and resigned from this role in December 2020 and later took the role as Chairman and Director on December1st 2020. Mr. Quintal was paid $8,000 pursuant to the Prior Agreement, as such term is defined below, in his capacity as the Company’sChief Commercial Officer during the fiscal year ended December 31, 2020. Mr. Quintal was paid $2,000 pursuant to his current employmentagreement in his capacity as the Company’s Chairman and Director, during the fiscal year ended December 31, 2020. Therefore thetotal payment amount Mr. Quintal received during the year ended December 31, 2020 from the Company was $10,000 and represents paymentsfor Mr. Quintal for serving for four months as the Company’s Chief Commercial Officer and one month serving as the Chairman andDirector of the Company.

Narrative Disclosure to Summary CompensationTable

The Company entered into an employmentagreement (the “Prior Employment Agreement”) with Carsten Falk in his capacity as the Company’s Deputy Chief ExecutiveOfficer on May 30, 2020, effective as of June 1, 2020. Pursuant to the Prior Employment Agreement, Mr. Falk was issued 500,000 sharesof the Company’s common stock in accordance with the terms of the Prior Employment Agreement. Pursuant to the Prior Employment Agreement,Mr. Falk was to receive $15,000 per month to be paid on the last day of each month, however no such payments were made under the PriorEmployment Agreement as Mr. Falk chose not to take these payments and has waived his right to receive same. Mr. Falk joined the Companyon June 1^st, 2020 as our Deputy Chief Executive Officer and became our Chief Executive Officer on September 1, 2020 and uponthis change of positions, his Prior Employment Agreement was terminated.

The Company and Mr. Falk enteredinto a new employment agreement on August 30, 2020, with an effective date of September 1, 2020 in his capacity as the Company’sChief Executive Officer, pursuant to which the Company agreed to pay Mr. Falk a base salary of $15,000 per month starting in September2020. Mr. Falk agreed to waive all of his salary for the year 2020. Under the employment agreement, Mr. Falk was to receive, but agreedto waive, receipt of the 500,000 shares of the Company’s common stock to be issued to him upon entering into the agreement, as hehad already received 500,000 shares of the Company’s common stock pursuant to his Prior Employment Agreement. Further pursuant tothe employment agreement, Mr. Falk will receive an additional 500,000 shares of the Company’s common stock if the Company gets acceptedto the OTC Markets OTCQB tier, 1,000,000 shares of the Company’s common stock upon the Company’s first funding which is describedabove in this Form 10-K, and an additional 500,000 shares of the Company’s common stock if the Company gets accepted to a higherlevel trading platform than the OTC Markets OTCQB tier. Under the Agreement, Mr. Falk is eligible to receive a bonus on terms specifiedby the Chairman of the Company’s Board of Directors once a year in June, starting in June 2021. The employment agreement can beterminated by the Company’s Board of Directors and Mr. Falk by giving 3 months notice of the intended termination. He is also eligiblefor vacation, sick days and bonuses as determined by our board of directors under the terms of the employment agreement.

The Company entered into an employmentagreement with Paul Quintal on July 28, 2020, in his capacity as the Company’s Chief Commercial Officer, effective as of August7, 2020 (the “Prior Agreement”). Pursuant to the Prior Agreement, the Company agreed to pay Mr. Quintal $2,000 per month andto issue him $100,000 of shares of the Company’s common stock (the “Shares”). Mr. Quintal joined the Company on August1, 2020 as Chief Commercial Officer and resigned from this role in December 2020 and later took the role as Chairman and Director on December1st 2020. When Mr. Quintal resigned from the Chief Commercial Officer position, the Prior Agreement was terminated and he waived his rightto receive the Shares. Mr. Quintal was paid $8,000 pursuant to the Prior Agreement in his capacity as the Company’s Chief CommercialOfficer during the fiscal year ended December 31, 2020.

The Company then entered intoan employment agreement with Paul Quintal on October 1, 2020, in his capacity as the Chairman of the Company’s Board of Directors,effective as of December 1, 2020. Pursuant to the agreement, the Company agreed to pay Mr. Quintal $2,000 per month. Pursuant to the agreement,Mr. Quintal will receive 50,000 shares of the Company’s common stock on June 1, 2021, and if at that time the price per share ofthe Company’s common stock is below $2.00 per share, then instead, Mr. Quintal will receive $100,000 in shares of the Company’scommon stock. The agreement can be terminated by either Mr. Quintal or the Company upon giving 3 months notice. He is also eligible forvacation, sick days and bonuses as determined by our board of directors. Mr. Quintal was paid $2,000 pursuant to this employment agreementin his capacity as the Company’s Chairman and Director, during the fiscal year ended December 31, 2020.

Oscar Eg Gensman is considereda significant employee. His +20 years of experience with System architecture, web development is pivotal for a SaaS company like WikisoftCorp. On September 1st, 2020, Mr. Gensman signed an employment agreement calling for a base salary of $3,500. He is also eligible forvacation, sick days and bonuses as determined by our board of directors. Pursuant to the employment agreement the Company agreed to issueto Mr. Gensman, 50,000 shares of the Company’s common stock on September 1, 2021 and another 50,000 shares of the Company’scommon stock on September 1, 2022, with the shares vesting monthly.

OnJune 12, 2020, the Company entered into an employment agreement with Rene Lauritsen, pursuant to which Rene agreed to serve in the capacityof investor relations for the Company effective August 1, 2020 in exchange for $10,000 to be paid monthly. Until the Company is able toraise additional funds, the Company and Mr. Lauristen decided to part ways in mid-September, 2020, and the employment agreement has sincebeen terminated pursuant to a termination agreement dated September 22, 2020. No payments were made under this agreement prior to itstermination and Mr. Lauristen waived his right to receive any payments thereunder.  Mr.Lauristen currently owns 4,499,000 shares of the Company’s common stock constituting 4.95% of the Company’s issued and outstandingcommon stock.

Outstanding Equity Awards at Fiscal Year-End

Other than as discussed above,no executive officer received any equity awards, or holds exercisable or unexercisable options, as of the years ended December 31, 2020and 2019.

Long-Term Incentive Plans

There are no arrangements or plansin which the Company would provide pension, retirement or similar benefits for our Director or executive officer.

Compensation Committee

The Company currently does nothave a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive compensation.

Compensation of Directors

Directorsare permitted to receive fixed fees and other compensation for their services as Directors. The Board of Directors has the authority tofix the compensation of Directors. No amounts have been paid to, or accrued to, Directors in such capacity, other than those paid to Mr.Quintal under his employment agreement.

Director Independence

The Board of Directors is currentlycomposed of one member, which is Paul Quintal. Mr. Quintal does not qualify as independent in accordance with the published listing requirementsof the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the Director is not,and has not been for at least three years, one of the Company’s employees and that neither the Director, nor any of his family membershas engaged in various types of business dealings with us.

Security Holders Recommendations to Board ofDirectors

The Company welcomes commentsand questions from the shareholders. However, while the Company appreciates all comments from shareholders, it may not be able to individuallyrespond to all communications.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Other than described below orthe transactions described under the heading “Executive Compensation” (or with respect to which such information is omittedin accordance with SEC regulations), there have not been, and there is not currently proposed, any transaction or series of similar transactionsto which we were or will be a participant in which the amount involved exceeded or will exceed the lesser of $120,000 or one percent ofthe average of our total assets at year-end for the last two completed fiscal years, and in which any director, executive officer, holderof 5% or more of any class of our capital stock or any member of the immediate family of any of the foregoing persons had or will havea direct or indirect material interest. 

Loans from related parties

During the period commencing January1, 2019 through December 31, 2019, the Company repaid $17,300 to Fastbase Inc., a Nevada corporation, for advances received in the prioryear. Fastbase Inc. also transferred $15,979 they had previously collected on behalf of the Company which was classified as an advance.The net effect of the advances and repayments resulted in $35,869 in related debt due to Fastbase, Inc. as of December 31, 2019. Duringthe year ending December 31, 2020, the Company repaid $8,152 to Fastbase, Inc. for advances received in the prior year and received $64,999in additional advances. Fastbase Inc. is a related party because Rasmus Refer is the founder and largest shareholder of Fastbase Inc.,and he is also a 5% plus shareholder of our company, the founder of Wikisoft DE, and our former CEO and Chairman. The foregoing loanswere made pursuant to the Loan Agreement. Non-convertible debt was $344,269 as per March 31, 2021.

Contracts with related parties

On March 1, 2018 Wikisoft enteredinto a service contract with Fastbase Inc. to provide 5 million ad impressions and 18 months of advertisements with tracking code placementon all Wikisoft portals for $100,000. During this period the Company was not permitted to display any type of advertisements for otherweb analytics tools in competition with Fastbase Inc. The Company recognized the revenue evenly over the life of the Contract.  Duringthe three months ended March 31, 2020 and 2019, the Company recognized $0 and $16,393 in revenue related to the contract. During the yearsended December 31, 2019 and 2018, the Company recognized $44,444 and $55,556 revenue. As of December 31, 2019, all amounts had been earnedand the Company had no remaining contract liability. During the year ended December 31, 2020 the Company did not recognize any revenuerelated to this contract.

On February18, 2021, the Company entered into a Stock Redemption Agreement (the “Redemption Agreement”) with Saqoia, Inc. (“SI”),an entity which is owned and controlled by Rasmus Refer. Pursuant to the Redemption Agreement, the Company agreed to purchase, and SIagreed to sell, 14,000,000 shares (the “Shares”) of the Company’s common stock held by SI to the Company in exchangefor $1.00, with the Shares then being returned to the Company’s authorized, but unissued shares of common stock. Rasmus Refer waspreviously the Chief Executive Officer of the Company from April 2019 to August 2020 and Director of the Company from April 2019 to November2020. Prior to the Redemption Agreement, SI held 86,895,078 shares of the Company’s common stock, and after the Redemption Agreement,SI holds 72,895,078 shares of the Company’s common stock of which Mr. Refer has voting and dipositive power. Mr. Refer also currentlyholds 3,500,000 shares of the Company’s common stock in his own name, and 3,500,000 shares held by Wikisoft Holdings, of which hehas voting and dipositive power.

On July 8, 2021, SI agreed todonate its 72,895,078 shares of common stock in our company to Modern Art Foundation Inc. Mr. Refer now currently holds 3,500,000 sharesof our common stock in his own name, and 3,500,000 shares held by Wikisoft Holdings, of which he has voting and dipositive power.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERSAND

MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forthcertain information known to us regarding beneficial ownership of our capital stock for (i)all executive officers and directors as a group and (ii) each person, or group of affiliated persons, known by us to be the beneficialowner of more than ten percent (5%) of our capital stock. The percentage of beneficial ownership in the table below is based on 90,989,265shares of common stock deemed to be outstanding as of July 26, 2021.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ONACCOUNTING AND FINANCIAL DISCLOSURE

There have been no changes in or disagreements with our certified publicaccountants on accounting matters or financial disclosure.

DESCRIPTION OF CAPITAL STOCK

General

Our authorized capital stock consistsof 200,000,000 shares of common stock and 1,000,000 shares of preferred stock, par value $0.001 per share. As of July 26, 2021, therewere 90,989,265 shares of our common stock issued and outstanding and 0 shares of our preferred stock issued and outstanding.

Common Stock

Our common stock is entitled toone vote per share on all matters submitted to a vote of the stockholders, including the election of directors. Except as otherwise requiredby law or provided in any resolution adopted by our board of directors with respect to any series of preferred stock, the holders of ourcommon stock will possess all voting power. Generally, all matters to be voted on by stockholders must be approved by a majority (or,in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of our common stock that are presentin person or represented by proxy, subject to any voting rights granted to holders of any preferred stock. Holders of our common stockrepresenting fifty percent (50%) of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, arenecessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares isrequired to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation.Our Articles of Incorporation do not provide for cumulative voting in the election of directors.

Subject to any preferential rightsof any outstanding series of preferred stock created by our board of directors from time to time, the holders of shares of our commonstock will be entitled to such cash dividends as may be declared from time to time by our board of directors from funds available therefore.

Subject to any preferential rightsof any outstanding series of preferred stock created from time to time by our board of directors, upon liquidation, dissolution or windingup, the holders of shares of our common stock will be entitled to receive pro rata all assets available for distribution to such holders.

In the event of any merger orconsolidation with or into another company in connection with which shares of our common stock are converted into or exchangeable forshares of stock, other securities or property (including cash), all holders of our common stock will be entitled to receive the same kindand amount of shares of stock and other securities and property (including cash). Holders of our common stock have no pre-emptive rights,no conversion rights and there are no redemption provisions applicable to our common stock.

Preferred Stock

Our board of directors may becomeauthorized to authorize preferred shares of stock and to divide the authorized shares of our preferred stock into one or more series,each of which must be so designated as to distinguish the shares of each series of preferred stock from the shares of all other seriesand classes. Our board of directors is authorized, within any limitations prescribed by law and our articles of incorporation, to fixand determine the designations, rights, qualifications, preferences, limitations and terms of the shares of any series of preferred stockincluding, but not limited to, the following:

On April 3, 2018, the Company’sBoard of Directors authorized 100 shares of Series A Preferred Stock. Pursuant to the Certificate of Designations approved by the Company’sBoard of Directors, the Series A Preferred Stock were convertible into 4,000,000 shares of the Company’s common stock upon the conversionof all the Series A Preferred stock. The Series A Preferred Stock is not entitled to dividends and ranks senior to the Company’scommon stock and any other preferred stock. On March 31, 2019, all of the then issued Series A Preferred shares were converted into 4,000,000shares of the Company’s common stock in connection with the Merger. At this time there are no shares of Series A Preferred issuedor outstanding.

Provisions in Our Articles of Incorporation andBy-Laws That Would Delay, Defer or Prevent a Change in Control

Our articles of incorporationauthorize our board of directors to issue a class of preferred stock commonly known as a “blank check” preferred stock. Specifically,the preferred stock may be issued from time to time by the board of directors as shares of one (1) or more classes or series. Our boardof directors, subject to the provisions of our Articles of Incorporation and limitations imposed by law, is authorized to adopt resolutions;to issue the shares; to fix the number of shares; to change the number of shares constituting any series; and to provide for or changethe following: the voting powers; designations; preferences; and relative, participating, optional or other special rights, qualifications,limitations or restrictions, including the following: dividend rights, including whether dividends are cumulative; dividend rates; termsof redemption, including sinking fund provisions; redemption prices; conversion rights and liquidation preferences of the shares constitutingany class or series of the preferred stock.

In each such case, we will notneed any further action or vote by our shareholders. One of the effects of undesignated preferred stock may be to enable the board ofdirectors to render more difficult or to discourage an attempt to obtain control of us by means of a tender offer, proxy contest, mergeror otherwise, and thereby to protect the continuity of our management. The issuance of shares of preferred stock pursuant to the boardof director’s authority described above may adversely affect the rights of holders of common stock. For example, preferred stockissued by us may rank prior to the common stock as to dividend rights, liquidation preference or both, may have full or limited votingrights and may be convertible into shares of common stock. Accordingly, the issuance of shares of preferred stock may discourage bidsfor the common stock at a premium or may otherwise adversely affect the market price of the common stock.

Share Purchase Warrants

We have no outstanding warrantsto purchase our securities.

Options

We have no outstanding optionsto purchase our securities.

Convertible Securities

We have not issued and do nothave outstanding any securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of ourcommon stock.

Certain Anti-Takeover Provisions

Nevada Revised Statutes sections78.378 to 78.379 provide state regulation over the acquisition of a controlling interest in certain Nevada corporations unless the articlesof incorporation or bylaws of the corporation provide that the provisions of these sections do not apply. Our articles of incorporationand bylaws do not state that these provisions do not apply. The statute creates a number of restrictions on the ability of a person orentity to acquire control of a Nevada company by setting down certain rules of conduct and voting restrictions in any acquisition attempt,among other things. The statute is limited to corporations that are organized in the state of Nevada and that have 200 or more stockholders,at least 100 of whom are stockholders of record and residents of the State of Nevada; and does business in the State of Nevada directlyor through an affiliated corporation. Because of these conditions, the statute currently does not apply to our company.

PLAN OF DISTRIBUTION

This prospectus relates to theresale of 4,500,000 shares of our common stock, par value $0.001 per share, issuable to White Lion, a selling stockholder, pursuant toa Purchase Notice under a Purchase Agreement dated May 10, 2021, that we entered into with White Lion. The Purchase Agreement permitsus to issue Purchase Notices to White Lion for up to twenty million dollars ($20,000,000) in shares of our common stock through December31, 2022 or until $20,000,000 of such shares have been subject of a Purchase Notice.

The purchase price of the commonstock will be set at eighty-five percent (85%) of the VWAP of the common stock during the five (5) consecutive trading day period immediatelypreceding the date on which the Company delivers a put notice to White Lion. In addition, there is an ownership limit for White Lion of9.99%.

The selling stockholder may, fromtime to time, sell any or all of shares of our common stock covered hereby on the OTCQB, or any other stock exchange, market or tradingfacility on which the shares are traded or in private transactions. A selling stockholder may sell all or a portion of the shares beingoffered pursuant to this prospectus at fixed prices, at prevailing market prices at the time of sale, at varying prices or at negotiatedprices. A selling stockholder may use any one or more of the following methods when selling securities:

The selling stockholder may alsosell securities under Rule 144 under the Securities Act of 1933, if available, rather than under this prospectus.

Broker-dealers engaged by theselling stockholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discountsfrom the selling stockholder (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts tobe negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customarybrokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliancewith FINRA IM-2440.

In connection with the sale ofthe securities or interests therein, the selling stockholder may enter into hedging transactions with broker-dealers or other financialinstitutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The sellingstockholder may also sell securities short and deliver these securities to close out its short positions, or loan or pledge the securitiesto broker-dealers that in turn may sell these securities. The selling stockholder may also enter into option or other transactions withbroker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealeror other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institutionmay resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

White Lion Capital, LLC is anunderwriter within the meaning of the Securities Act of 1933 and any broker-dealers or agents that are involved in selling the sharesmay be deemed to be “underwriters” within the meaning of the Securities Act of 1933 in connection with such sales. In suchevent, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemedto be underwriting commissions or discounts under the Securities Act of 1933. We are required to pay certain fees and expenses incurredby us incident to the registration of the securities.

The selling stockholder will besubject to the prospectus delivery requirements of the Securities Act of 1933 including Rule 172 thereunder.

The resale securities will besold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certainstates, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicablestate or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulationsunder the Securities Exchange Act of 1934, any person engaged in the distribution of the resale securities may not simultaneously engagein market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior tothe commencement of the distribution. In addition, the selling stockholder will be subject to applicable provisions of the SecuritiesExchange Act of 1934 and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and salesof securities of the common stock by the selling stockholder or any other person. We will make copies of this prospectus available tothe selling stockholder and will inform it of the need to deliver a copy of this prospectus to each purchaser at or prior to the timeof the sale (including by compliance with Rule 172 under the Securities Act of 1933).

 INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Sections 78.7502 and 78.751 ofthe Nevada Revised Statutes authorize a court to award, or a corporation’s board of directors to grant, indemnity to directors andofficers in terms sufficiently broad to permit indemnification, including reimbursement of expenses incurred, under certain circumstancesfor liabilities arising under the Securities Act. In addition, our bylaws provide that we have the authority to indemnify our directorsand officers and may indemnify our employees and agents (other than officers and directors) against liabilities to the fullest extentpermitted by Nevada law. We are also empowered under our bylaws to purchase insurance on behalf of any person whom we are required orpermitted to indemnify.

Insofar as indemnification forliabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling us pursuant to theforegoing provisions, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policyas expressed in the Act and is, therefore, unenforceable.

LEGAL MATTERS

Thevalidity of the securities offered hereby will be passed upon for us by The Doney Law Firm, Las Vegas, Nevada.

EXPERTS

Boyle CPA, LLC has audited ourfinancial statements included in this prospectus and registration statement to the extent and for the periods set forth in their auditreport. Boyle CPA, LLC has presented their report with respect to our audited financial statements. The report of Boyle CPA, LLC is includedin reliance upon their authority as experts in accounting and auditing. 

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informationrequirements of the Exchange Act and, in accordance therewith, file annual, quarterly and special reports, proxy statements and otherinformation with the SEC. These documents also may be accessed through the SEC’s electronic data gathering, analysis and retrievalsystem, or EDGAR, via electronic means, including the SEC’s home page on the Internet (www.sec.gov). At some point in the near futurewe intend to make our reports, amendments thereto, and other information available, free of charge, on our website. At this time, we donot provide a link on its website to such filings, and there is no estimate for when such a link on our website will be available.

We have filed with the SEC aregistration statement on Form S-1 under the Securities Act, with respect to the securities being offered hereby. This prospectus, whichconstitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or theexhibits and schedules filed with the registration statement. For further information about us and the securities offered hereby, we referyou to the registration statement and the exhibits filed with the registration statement. Statements contained in this prospectus regardingthe contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete,and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibitto the registration statement.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

WIKISOFT CORP.

CONSOLIDATED BALANCE SHEETS

The accompanying notesare an integral part of these audited consolidated financial statements.

WIKISOFT CORP.

CONSOLIDATEDSTATEMENTS OF OPERATIONS

The accompanying notesare an integral part of these audited consolidated financial statements.

WIKISOFT CORP.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’EQUITY

The accompanying notesare an integral part of these audited consolidated financial statements.

WIKISOFT CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

The accompanying notesare an integral part of these audited consolidated financial statements.

WIKISOFT CORP.

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION AND NATURE OF BUSINESS

Organization

WikiSoftCorp. (“we”, “our”, the "Company") was incorporated in the state of Nevada in May 1998 as SensorTechnologies Inc. 

Nature of operations

The Company is a wiki portalfor businesses. Built on MediaWiki software, the new portal, called wikiprofile.com, is expected to eventually be the largest inthe wiki platform with over 328 million published articles and profiles on companies, top brands, and corporate influencers. Userswill be able to freely search the portal and all content will eventually be collected, updated and fact-checked in real-time. TheCompany will generate revenue through paid advertisement placements imbedded in the webpages associated with wikiprofile.com.

2. SUMMARY OF SIGNIFICANT POLICIES

Basis of Presentation and Principlesof consolidation

Theaccompanying consolidated financial statements represent the results of operations, financial position and cash flows of the Companyprepared on the accrual basis of accounting and conform to accounting principles generally accepted in the United States of America.The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. – On March 31,2019, the Company, a Nevada corporation, entered into an Agreement and Plan of Merger with WikiSoft DE, a Delaware corporation,and WikiSoft Acquisition, Inc., a Delaware corporation. WikiSoft Acquisition, Inc. merged with and into WikiSoft DE (the “Merger”)on April 30, 2019, with the filing of Articles of Merger with the Delaware Secretary of State. All significant inter-company transactionsand balances have been eliminated.

Use of estimates

The preparationof consolidated financial statements in conformity with accounting principles generally accepted in the United States of Americarequires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure ofcontingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues andexpenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimatesused to review the Company’s, impairments and estimations of long-lived assets, revenue recognition of Contract based revenue,allowances for uncollectible accounts, and the valuations of non-cash capital stock issuances. The Company bases its estimateson historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the resultsof which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparentfrom other sources.  Actual results may differ from these estimates under different assumptions or conditions.

Fair valueof financial instruments

The carryingvalue of cash, accounts payable and accrued expenses, and debt approximate their fair values because of the short-term nature ofthese instruments. Management believes the Company is not exposed to significant interest or credit risks arising from these financialinstruments.

Fair value is defined as the exchangeprice that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageousmarket for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniquesused to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizesa fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable.

Revenue Recognition

The Companyrecognizes revenue in accordance with ASC Topic 606. The accounting policy on revenue recognition is provided below.

Service Contracts

The company recognizes service contract revenueover time, as performance obligations are satisfied, due to the continuous transfer of control to the customer. Service contractsare generally accounted for as a single unit of account (a single performance obligation) and are not segmented between types ofservices. The company recognizes revenue based primarily on contract cost incurred to date compared to total estimated contractcost (an input method). The input method is the most faithful depiction of the company’s performance because it directlymeasures the value of the services transferred to the customer. Changes to total estimated contract cost or losses, if any, arerecognized in the period in which they are determined as assessed at the contract level. Pre-contract costs are expensed as incurredunless they are expected to be recovered from the client. Project mobilization costs are generally charged to project costs asincurred when they are an integrated part of the performance obligation being transferred to the client. Customer payments on servicecontracts are typically due in advance, depending on the contract.

For service contracts in which the companyhas the right to consideration from the customer in an amount that corresponds directly with the value to the customer of the company’sperformance completed to date, revenue is recognized when services are performed and contractually billable. Service contractsthat include multiple performance obligations are segmented between types of services. For contracts with multiple performanceobligations, the company allocates the transaction price to each performance obligation using an estimate of the stand-alone sellingprice of each distinct service in the contract. Revenue recognized on service contracts that have not been billed to clients isclassified as a current asset under contract assets on the Consolidated Balance Sheet. Amounts billed to clients in excess of revenuerecognized on service contracts to date are classified as a current liability under contract liabilities. Customer payments onservice contracts are typically due within 30 days of billing, depending on the contract.

Cash and cash equivalents

For purposes of the statements of cash flows,the Company considers all highly liquid investments and short-term debt instruments with original maturities of three months orless to be cash equivalents. There was $11,648 and $19,564 in cash and no cash equivalents as of March 31, 2021 and December 31,2020, respectively.

Stock-basedcompensation

The Companyfollows the guidelines in FASB Codification Topic ASC 718-10 “Compensation-Stock Compensation,” which requirescompanies to measure the cost of employee services received in exchange for an award of an equity instrument based on the grant-datefair value of the award. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period.The Company accounts for non-employee share-based awards in accordance with FASB ASC 505-50 under which the awards are valued atthe earlier of a commitment date or upon completion of the services, based on the fair value of the equity instruments, and arerecognized as expense over the service period.

Earnings (loss) per share

The Company reports earnings (loss) per sharein accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”)260-10 “Earnings Per Share,” which provides for calculation of “basic” and “diluted”earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to commonstockholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potentialdilution of securities that could share in the earnings of an entity. The calculation of diluted net loss per share gives effectto common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive.

Long-lived Assets

In accordance with the Financial AccountingStandards Board ("FASB") Accounts Standard Codification (ASC) ASC 360-10, "Property, Plant and Equipment,"the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts orcircumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cashflows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amountof the asset over its estimated fair value.

Incometaxes 

TheCompany accounts for its income taxes in accordance with FASB Codification Topic ASC 740-10, “Income Taxes”,which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences betweenthe financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry-forwards.Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in whichthose temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a changein tax rates is recognized in income in the period that includes the enactment date. 

Recentlyissued accounting pronouncements 

The Company has evaluated all other recentaccounting pronouncements and believes that none of them are expected to have a material effect on the Company's financial position,results of operations or cash flows.

3. GOING CONCERN

The accompanying consolidated financialstatements have been prepared in accordance with accounting principles generally accepted in the United States of America on agoing concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normalcourse of business.

Managementevaluated all relevant conditions and events that are reasonably known or reasonably knowable, in the aggregate, as of the datethe consolidated financial statements are issued and determined that substantial doubt exists about the Company’s abilityto continue as a going concern. The Company’s ability to continue as a going concern is dependent on the Company’sability to generate revenues and raise capital. The Company has not generated sufficient revenues from product sales to providesufficient cash flows to enable the Company to finance its operations internally. As of March 31, 2021, the Company had $11,648cash on hand. At March 31, 2021 the Company has an accumulated deficit of $7,773,335. For the three months ended March 31, 2021,the Company had a net loss of $189,797, and net cash used in operations of $127,915. These factors raise substantial doubt aboutthe Company’s ability to continue as a going concern within one year from the date of filing.

Over the next twelve months management plansto use borrowings and security sales to mitigate the effects of cash flow deficits; however, no assurance can be given that debtor equity financing, if and when required, will be available. The financial statements do not include any adjustments relatingto the recoverability and classification of recorded assets and classification of liabilities that might be necessary should theCompany be unable to continue existence.

4. RELATED PARTY TRANSACTIONS

Related party advances

As of March 31, 2021 and December 31, 2020,the Company had amounts due to Fastbase Inc, a company commonly controlled by a board member of the Company, of $29,626 and $29,626,respectively. During the three month ended March 31, 2021 and 2020, the Company received additional advances in the amounts of$1,909 and $0, respectively, and the Company made payments on the advances in the amounts of $1,909 and $0, respectively.

Loans payable - related party

On June 1, 2020 the company entered into aloan agreement with Fastbase Inc, a company commonly controlled by a board member of the Company, in the amount of $30,215. Theamount bears no interest and is due upon request.

On September 1, 2020 the company entered intoa loan agreement with Fastbase Inc, a company commonly controlled by a board member of the company, in the amount of $15,000. Thenote bears an interest rate of 4.25% and is due on September 1, 2022.

On October 24, 2020 the company entered intoa loan agreement with Fastbase Inc, a company commonly controlled by a board member of the company, in the amount of $7,875. Thenote bears an interest rate of 4.25% and is due on January 1, 2023.

On December 3, 2020 the company entered intoa loan agreement with Fastbase Inc, a company commonly controlled by a board member of the company, in the amount of $10,000. Thenote bears an interest rate of 4.25% and is due on January 1, 2023.

As of March 31, 2021 and December 31, 2020,the Company had loans due to related parties of $63,090 and 63,090, respectively. Interest expense related to related party loanswas $745 and $0 as of March 31, 2021 and 2020, respectively, of which $745 was imputed interest and recorded against additionalpaid in capital for the quarter ended March 31, 2021.

Line of credit – related party

On December 30, 2020 the company entered intoa $1,000,0000 revolving note agreement with its majority shareholder. The note carries and 0.01% interest rate and is due on thelater of the date the Company has the funds to repay the note or 24 months. During the three months ended March 31, 2021, the Companyborrowed $120,000 under the revolving note. As of March 31, 2021 and December 31, 2020, the note had a balance of $120,000 and$0, respectively.

5. STOCKHOLDERS’ EQUITY

The Company’s authorized capital stockconsists of 200,000,000 shares of common stock and 1,000,000 shares of preferred stock, par value $0.001 per share. As of March31, 2021 and December 31, 2020, there were 90,964,265 and 104,964,265 shares of common stock issued and outstanding, respectively.

As of March 31, 2021 and December 31, 2020,there were 0 and 0 shares of preferred stock of the Company issued and outstanding, respectively. 

Common Stock issuances during the threemonths March 31, 2020

On January 3, 2020, the Company received $868from an investor pursuant to private placement agreement with the investor to purchase 532 shares of the Company’s $0.001par value common stock at a purchase price equal to $1.63 for each share of common stock. The shares had not been issued as ofMarch 31, 2020 as a result the Company recorded a stock payable of $868.

Common Stock issuances during the threemonths March 31, 2021

On February 18, 2021, the Company enteredinto a Stock Redemption Agreement (the “Redemption Agreement”) with Saqoia, Inc. (“SI”), an entity whichis owned and controlled by Rasmus Refer. Pursuant to the Redemption Agreement, the Company agreed to purchase, and SI agreed tosell, 14,000,000 shares (the “Shares”) of the Company’s common stock held by SI to the Company in exchange for$1.00, with the Shares then being returned to the Company’s authorized, but unissued shares of common stock.

During the three months ended March 31, 2021,the Company entered into an employment agreement in which it granted 100,000 shares of common stock. The shares were valued onthe date of issuance at $2.75 per share and vest and are issuable on September 30, 2022. As of March 31, 2021, the shares havenot been issued and the Company has recognized $34,375 associated with the vesting of the shares.

6.    SUBSEQUENT EVENTS

In accordancewith ASC Topic 855-10, the Company has analyzed its operations subsequent to March 31, 2021 to the date these financial statementswere available to be issued and has determined that it does not have any material subsequent events to disclose in these financialstatements. 

Boyle CPA, LLC

Certified Public Accountants & Consultants

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTINGFIRM

To the Shareholders and

Board of Directors of WikiSoft Corp

Opinion on the Financial Statements

We have audited the accompanying consolidatedbalance sheets of WikiSoft Corp (the “Company”) as of December 31, 2020 and 2019, the related consolidated statementsof operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2020,and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financialstatements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, andthe results of its operations and its cash flows for each of the two years in the period ended December 31, 2020, in conformitywith accounting principles generally accepted in the United States of America.

SubstantialDoubt About the Company’s Ability to Continue as a Going Concern

As discussed in Note 2 to the consolidatedfinancial statements, the Company’s cumulative net losses raise substantial doubt about its ability to continue as a goingconcern for a period of one year from the issuance of the consolidated financial statements. Management’s plans are alsodescribed in Note 2. The consolidated financial statements do not include adjustments that might result from the outcome of thisuncertainty.

Basis of Opinion

These consolidated financial statements arethe responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidatedfinancial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting OversightBoard (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with 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 standardsof the Public Company Accounting Oversight Board. Those standards require that we plan and perform the audit to obtain reasonableassurance 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 purposeof expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, weexpress no such opinion.

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

/s/ Boyle CPA, LLC

We have served as the Company’s auditor since 2019.

Bayville, NJ

March 26, 2021

WIKISOFT CORP.

CONSOLIDATED BALANCE SHEETS

The accompanying notesare an integral part of these audited consolidated financial statements.

WIKISOFT CORP.

CONSOLIDATEDSTATEMENTS OF OPERATIONS

The accompanying notesare an integral part of these audited consolidated financial statements.

WIKISOFT CORP.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’EQUITY

The accompanying notesare an integral part of these audited consolidated financial statements.

WIKISOFT CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

The accompanying notesare an integral part of these audited consolidated financial statements.

WIKISOFT CORP.

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION AND NATURE OF OPERATIONS

Organization

WikiSoftCorp. (“we”, “our”, the "Company") was incorporated in the state of Nevada in May 1998 as SensorTechnologies Inc.

In March2006 the Company changed its name to Bixby Energy Systems Inc.

In September2006 the Company changed its name to Power Play Development Corporation.

In April2007 the Company changed its name to National League of Poker, Inc.

In October2011 the Company changed its name to Power Play Development Corporation.

In March2018 the Company changed its name to Bluestar Technologies, Inc.(“BLUE”)

On March31, 2019, the Company entered into a reverse merger agreement with Wikisoft Corp, a Delaware corporation. Pursuant to the Agreement,the Company acquired WikiSoft DE and became Wikisoft Corp.

Nature of operations

The Company is a wiki portalfor businesses. Built on MediaWiki software, the new portal, called wikiprofile.com, is expected to eventually be the largest inthe wiki platform with over 328 million published articles and profiles on companies, top brands, and corporate influencers. Userswill be able to freely search the portal and all content will eventually be collected, updated and fact-checked in real-time. TheCompany will generate revenue through paid advertisement placements imbedded in the webpages associated with wikiprofile.com.

2. SUMMARY OF SIGNIFICANT POLICIES

Basis of Presentation and Principles ofconsolidation

Theaccompanying consolidated financial statements represent the results of operations, financial position and cash flows of the Companyprepared on the accrual basis of accounting and conform to accounting principles generally accepted in the United States of America.The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. – On March 31,2019, the Company, a Nevada corporation, entered into an Agreement and Plan of Merger with WikiSoft DE, a Delaware corporation,and WikiSoft Acquisition, Inc., a Delaware corporation. WikiSoft Acquisition, Inc. merged with and into WikiSoft DE (the “Merger”)on April 30, 2019, with the filing of Articles of Merger with the Delaware Secretary of State. All significant inter-company transactionsand balances have been eliminated.

Use of estimates

The preparationof consolidated financial statements in conformity with accounting principles generally accepted in the United States of Americarequires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure ofcontingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues andexpenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimatesused to review the Company’s, impairments and estimations of long-lived assets, revenue recognition of Contract based revenue,allowances for uncollectible accounts, and the valuations of non-cash capital stock issuances. The Company bases its estimateson historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the resultsof which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparentfrom other sources.  Actual results may differ from these estimates under different assumptions or conditions.

Fair value of financial instruments – Thecarrying value of cash, accounts payable and accrued expenses, and debt approximate their fair values because of the short-termnature of these instruments. Management believes the Company is not exposed to significant interest or credit risks arising fromthese financial instruments.

Fair value is defined as the exchange price that wouldbe received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the assetor liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measurefair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a fair valuehierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable.

Revenue Recognition

The Company recognizes revenue in accordance withgenerally accepted accounting principles as outlined in the Financial Accounting Standard Board’s (“FASB”) AccountingStandards Codification (“ASC”) 606, Revenue From Contracts with Customers, which requires that five basic criteriabe met before revenue can be recognized: (i) identify the contract with the customer; (ii) identity the performance obligationsin the contract; (iii) determine the transaction price; (iv) allocate the transaction price; and (v) recognize revenue when oras the entity satisfied a performance obligation.

Service Contracts

The company recognizes service contract revenueover time, as performance obligations are satisfied, due to the continuous transfer of control to the customer. Service contractsare generally accounted for as a single unit of account (a single performance obligation) and are not segmented between types ofservices. The company recognizes revenue based primarily on contract cost incurred to date compared to total estimated contractcost (an input method). The input method is the most faithful depiction of the company’s performance because it directlymeasures the value of the services transferred to the customer. Changes to total estimated contract cost or losses, if any, arerecognized in the period in which they are determined as assessed at the contract level. Pre-contract costs are expensed as incurredunless they are expected to be recovered from the client. Project mobilization costs are generally charged to project costs asincurred when they are an integrated part of the performance obligation being transferred to the client. Customer payments on servicecontracts are typically due in advance, depending on the contract.

For service contracts in which the companyhas the right to consideration from the customer in an amount that corresponds directly with the value to the customer of the company’sperformance completed to date, revenue is recognized when services are performed and contractually billable. Service contractsthat include multiple performance obligations are segmented between types of services. For contracts with multiple performanceobligations, the company allocates the transaction price to each performance obligation using an estimate of the stand-alone sellingprice of each distinct service in the contract. Revenue recognized on service contracts that have not been billed to clients isclassified as a current asset under contract assets on the Consolidated Balance Sheet. Amounts billed to clients in excess of revenuerecognized on service contracts to date are classified as a current liability under contract liabilities. Customer payments onservice contracts are typically due within 30 days of billing, depending on the contract.

Contract assets represent revenue recognizedin excess of amounts billed and include unbilled receivables (typically for cost reimbursable contracts) of $0 and contract workin progress (typically for fixed-price contracts) of $0 as of December 31, 2020 and December 31, 2019. Unbilled receivables, whichrepresent an unconditional right to payment subject only to the passage of time, are reclassified to accounts receivable when theyare billed under the terms of the contract. Advances that are payments on account of contract assets of $0 and $0 as of December31, 2020 and December 31, 2019, respectively, have been deducted from contract assets. Contract liabilities represent amounts billedto clients in excess of revenue recognized to date. The Company recorded $0 and $0 in contract liabilities as of December 31, 2020and December 31, 2019, respectively.

Practical Expedients

If the company has a right to considerationfrom a customer in an amount that corresponds directly with the value of the company’s performance completed to date (a servicecontract in which the company bills a fixed amount for each hour of service provided), the company recognizes revenue in the amountto which it has a right to invoice for services performed.

The company does not adjust the contract pricefor the effects of a significant financing component if the company expects, at contract inception, that the period between whenthe company transfers a service to a customer and when the customer pays for that service will be one year or less.

The company has made an accounting policy electionto exclude from the measurement of the transaction price all taxes assessed by governmental authorities that are collected by thecompany from its customers (use taxes, value added taxes, some excise taxes).

For the years ended December 31, 2020 and 2019,the Company reported revenues of $0 and $44,444, respectively.

Cash and cash equivalents

For purposes of the statements of cash flows,the Company considers all highly liquid investments and short-term debt instruments with original maturities of three months orless to be cash equivalents. There was $19,564 and $131,605 in cash and no cash equivalents as of December 31, 2020 and December31, 2019, respectively.

Concentration Risk

At times throughoutthe year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. As of December 31, 2020, thecash balance was held in an account outside of the United States which is not FDIC insured. The balance not insured by the FDICwas $22,412. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant creditrisk in these accounts. The Company also has concentration risk associated with its customerbase.

Stock-based compensation

The Company follows the guidelines in FinancialAccounting Standards Board’s (FASB) Codification Topic ASC 718-10 “Compensation-Stock Compensation,” whichrequires companies to measure the cost of employee services received in exchange for an award of an equity instrument based onthe grant-date fair value of the award. Stock-based compensation expense is recognized on a straight-line basis over the requisiteservice period. The Company accounts for non-employee share-based awards in accordance with FASB ASC 505-50 under which the awardsare valued at the earlier of a commitment date or upon completion of the services, based on the fair value of the equity instruments,and are recognized as expense over the service period.

Earnings (loss) per share

The Company reports earnings (loss) per sharein accordance with FASB Accounting Standards Codification (“ASC”) 260-10 “Earnings Per Share,” whichprovides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includesno dilution and is computed by dividing net income or loss available to common stockholders by the weighted average common sharesoutstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earningsof an entity. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential commonshares are excluded if their effect is anti-dilutive.

Long-lived Assets

In accordance with the FASB ASC 360-10, "Property,Plant and Equipment," the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis forthe existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expectedundiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excessof the carrying amount of the asset over its estimated fair value.

Income taxes