UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended May 31, ~~2023~~2024

orOR

¨ ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ~~___________~~____________ to ~~___________~~____________

Commission file number: 000-55957

WEWARDS, INC.

(Exact name of registrant as specified in its charter)

Nevada		33-1230099
nevada	33-1230099
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

~~2960~~3305 ~~West~~Spring ~~Sahara~~Mountain ~~Avenue~~Road, ~~Las~~Suite ~~Vegas, Nevada 89102~~104

Las Vegas, Nevada 89102

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (702) 944-5599

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Securities registered pursuant to Section 12(g) of the Act: Common Stock

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant aswas required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the registrant's common stock held by non-affiliates of the registrant based upon the closing price of $2.20 per share as of November 30, ~~2022~~2023 was approximately $~~236~~13,~~463~~486,~~590.~~000

As of August 3026, ~~2023~~ 2024, there were 107,483,450 ~~shares~~ shares of registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: None

TABLE OF CONTENTS

PART I
ITEM 1.	BUSINESS	1
ITEM 1A.	RISK FACTORS	2
ITEM 1B.	UNRESOLVED STAFF COMMENTS	2
ITEM 1C.	CYBERSECURITY
ITEM 2.	PROPERTIES	3
ITEM 3.	LEGAL PROCEEDINGS	3
ITEM 4.	MINE SAFETY DISCLOSURES	3
PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	4
ITEM 6.	SELECTED FINANCIAL DATA	4
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	5
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	9
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	10
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	11
ITEM 9A.	CONTROLS AND PROCEDURES	11
ITEM 9B.	OTHER INFORMATION	12
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	13
ITEM 11.	EXECUTIVE COMPENSATION	13
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	14
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	14
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	15
PART IV
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	16
SIGNATURES		17

PART I

Forward Looking Statements

This Form 10-K contains “forward-looking” statements including statements regarding our expectations of our future operations. For this purpose, any statements contained in this Form 10-K that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” or “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control.

These risks and uncertainties include demand for our products and services, governmental regulation of the cannabis industry, our ability to maintain customer and strategic business relationships, the impact of competitive products and pricing, growth in targeted markets, the adequacy of our liquidity and financial strength to support our growth, general economic and market conditions; our ability to sustain, manage, or forecast growth, our ability to successfully make and integrate acquisitions, new product development and introduction, existing government regulations and changes in, or the failure to comply with, government regulations, adverse publicity, difficulty in forecasting operating results, change in business strategy or development plans, business disruptions, and the ability to attract and retain qualified personnel. Although the forward-looking statements in this report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. In light of these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Except as required by law, we undertake no obligation to announce publicly revisions we make to these forward-looking statements to reflect the effect of events or circumstances that may arise after the date of this report. All written and oral forward-looking statements made subsequent to the date of this report and attributable to us or persons acting on our behalf are expressly qualified in their entirety by this section.

ITEM 1. DESCRIPTION OF BUSINESS

Overview

We were incorporated in Nevada on September 10, 2013, as Betafox Corp., for the purpose of engaging in the business of manufacturing and selling candles. On May 11 2015, our principal stockholder at that time sold six million shares of our common stock, constituting approximately 73.8% of our issued and outstanding common shares at such time, to Future Continental Limited. In October 2015, Future Continental Limited sold those shares to Mr. Lei Pei, an affiliate of Future Continental Limited, in consideration of Mr. Pei’s agreement to serve as our director and CEO. On January 8, 2018, we changed our name to Wewards, Inc. Our corporate office is located in Las Vegas, Nevada.

We have developed and are the owner of a web-based platform accessible by mobile apps (the “Platform”) that will enable consumers to purchase goods from merchants and earn rebates payable in the form of Bitcoin. The Platform provides an innovative Bitcoin rewards ecosystem. It is designed to transform traditional concepts of commerce into a cooperative society where both merchants and consumers are collaborating, utilizing Bitcoin to reward consumers. The ecosystem provides consumers with rewards each time they complete a challenge defined by a merchant. This is intended to make the ecommerce process beneficial to all market participants, and to help distribute commercial wealth among and between the merchants and consumers.

We intend to generate revenue by licensing “white-label” versions of the Platform to third parties. However, to date, no such license agreement has been entered into, and we have not generated any revenues from the Platform.

On April 2, 2020, we purchased intellectual property rights (“IP”) from United Power, a Nevada corporation under common ownership with Lei Pei, our sole officer and director and majority shareholder, for cash consideration of $179,300, based on a price determined by an independent valuation.

The IP consists of technology and related rights associated with the game Megopoly, an MMO (Massively Multiplayer Online Game). Megopoly is an MMO board game where players are able to earn fractions of Bitcoins (satoshi) through buying, selling, and managing virtual real estate properties using in-game currency (Megopoly Coins). The game is similar in some respects to Monopoly.

The game allows players around the world to interact with each other online. Players travel (move) through different parts of a city, earning profit by investing in properties, charging rent, acquiring bonus assets, and selling their properties to other players for in-game currency. A player is able to progress to higher levels of “cities” at any time.

The player’s goal in Megopoly is to earn Megopoly Coins by investing in properties and collecting rent from other players. Players can keep playing the game using their Megopoly Coins for the opportunity to earn more coins, or they can exchange those coins for Bitcoins based on real-time market exchange rates.

Megopoly is playable at any time through a web browser on a PC, tablet or smart phone, in both Chinese and English. The game has been designed for players of all skill levels. To date, we have not generated any revenue from Megopoly other than pursuant to related party agreements as described below.

The Company entered into an agreement in January of 2021 with Sandbx Corp., a company owned by the Chief Operating Officer of United Power and FL Galaxy, related parties to the Company, as our Chief Executive Officer, Lei Pei, is also the Chief Executive Officer of United Power and FL Galaxy, to further develop the Megopoly game, under which the Company paid Sandbx Corp. monthly fees of $168,500, resulting in $1,622,500 of related party software development costs for the year ended May 31, 2022. The development agreement with Sandbx Corp. was terminated with the completion of Megopoly in December of 2021. The Company did not generate any revenue, or incur any software development costs, during our fiscal years ended May 31, ~~2023~~2024 or ~~2022~~2023, and is now actively seeking licensing arrangements to bring the game to market.

Employees

We currently have no full-time employees, other than our sole officer and director Mr. Lei Pei, who receives no salary.

Research and Development Expenditures

We intend to continue to make investments in research and development and product development in seeking to sustain and improve our competitive position and meet our customers’ needs.

Government Regulation

Because of the current regulatory uncertainties surrounding the Platform, we do not intend to operate the Platform in the United States unless and until we are satisfied that our operations will not be in violation of any statutes or regulations. At this time, we are unable to determine what governmental agencies, if any, will have jurisdiction over the Platform, or what effect, if any, those government regulations will have on the Platform. Currently, all of our operations consist of outsourced licensing arrangements.

Patents and Trademarks

We do not own any patents or trademarks.

Corporate Information

Our principal executive offices are located at ~~2960~~3305 ~~West~~Spring ~~Sahara~~Mountain ~~Avenue~~Road, Suite 104, Las Vegas, Nevada 89102. Our telephone number is (702) 944-5599, and our website is http://www.wewards.io. The content on our website is available for information purposes only. It should not be relied upon for investment purposes, nor is it incorporated by reference into this Report.

ITEM 1A. ~~RISK~~Risk ~~FACTORS~~Factors

We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

ITEM 1B. ~~UNRESOLVED~~Unresolved ~~STAFF~~Staff ~~COMMENTS~~Comments

None.

2ITEM 1C. CYBERSECURITY

~~ITEM~~Risk 2.Management ~~PROPERTIES~~and Strategy

~~Our~~We ~~principal~~periodically ~~executive~~assess ~~offices~~risks ~~consist~~from ofcybersecurity 8threats,~~015~~ ~~square~~and ~~feet~~monitor ofour ~~office~~information ~~space~~systems ~~located~~for atpotential ~~2960~~vulnerabilities. ~~West Sahara Avenue~~However, ~~Las~~to ~~Vegas~~date, NVgiven ~~89102.~~the ~~Prior~~small size toof ~~September~~our 1,company ~~2020,~~and the ~~Company~~nature ~~subleased~~of ~~office~~our ~~space~~operations, ~~from~~our ~~United~~reliance ~~Power,~~on ~~Inc.~~information ~~(“United~~systems ~~Power”), an~~has ~~affiliate~~been oflimited to the ~~Company~~use ~~by reason~~ of ~~common~~standard ~~ownership~~off-the-shelf software ~~with~~(such ~~Lei~~as ~~Pei~~Google, ~~the~~QuickBooks ~~Company’s~~and ~~sole~~Microsoft ~~officer~~Office) and ~~director~~the ~~and~~use ~~majority~~by ~~shareholder, at~~our aemployees ~~base~~of ~~monthly~~standard ~~rent~~personal ~~of $15,000~~computers. ~~On September 1~~Accordingly, ~~2020,~~management has ~~the~~not ~~Company~~implemented ~~entered~~any ~~into~~formal aprocess ~~lease~~for ~~agreement directly with the building’s owner~~assessing, ~~Future Property Limited~~identifying, ~~who~~and ismanaging ~~not~~risks afrom ~~related~~cybersecurity ~~party, for the same monthly rent of $15,000~~threats.

~~The~~Risks ~~term~~from ofcybersecurity threats ~~our~~have, ~~lease~~to ~~expired on February 28~~date, ~~2023,~~not ~~and~~materially ~~was~~affected ~~amended~~us, toour ~~continue~~business onstrategy, aresults ~~month-to-month~~of ~~basis~~operations ator ~~$15,000~~financial ~~per month~~condition. We ~~have~~discuss ~~been informed by an independent~~how ~~real~~cybersecurity ~~estate~~incidents ~~broker~~could ~~that~~materially ~~the~~affect ~~rent~~us ~~being~~in ~~charged~~our byrisk ~~United~~factor isdisclosures ~~consistent~~in ~~with~~Item ~~rents~~1A ~~being~~of ~~charged~~this byAnnual ~~other~~Report ~~landlords~~on ~~for~~Form ~~commercial space in the area where the building is located~~10-K.

We believe that our current facilities are adequate for our current needs. We intend to secure new facilities or expand existing facilities as necessary to support future growth. We believe that suitable additional space will be available on commercially reasonable terms as needed to accommodate our operations.2

~~ITEM 3. LEGAL PROCEEDINGS~~Governance

~~There~~As ~~are~~discussed noabove, ~~material pending legal~~given ~~proceedings~~the tonature ~~which~~of weour ~~are~~current aoperations ~~party~~and orour experience to ~~which~~date, ~~any~~we ofdo ~~our~~not ~~property~~currently isperceive ~~subject,~~cybersecurity ~~nor~~as ~~are~~a ~~there~~particularly ~~any~~significant risk ~~such~~to ~~proceedings~~our ~~known~~business. toAccordingly, bewe ~~contemplated by~~have ~~governmental~~not ~~authorities.~~tasked ~~None~~our Board of ~~our~~Directors ~~directors,~~with ~~officers~~any oradditional ~~affiliates~~cybersecurity isoversight ~~involved~~duties, inor adesignated any ~~proceeding~~committee ~~adverse~~of tothe ~~our~~Board ~~business~~of orDirectors ~~has a~~to ~~material~~specifically ~~interest~~oversee ~~adverse~~cybersecurity risks to our business.

ITEM 42. ~~MINE SAFETY DISCLOSURES~~Properties

~~Not~~Our ~~applicable~~principal executive offices consist of shared office space located at 3305 Spring Mountain Road, Suite 104, Las Vegas, NV 89102 on a month-to-month basis. Prior to October 31, 2023, the Company leased 8,015 square feet of office space from Future Property Limited, who is not a related party, for monthly rent of $15,000.

3We believe that our current facilities are adequate for our current needs. We intend to secure new facilities or expand existing facilities as necessary to support future growth. We believe that suitable additional space will be available on commercially reasonable terms as needed to accommodate our operations.

~~PART~~ITEM II3. Legal Proceedings

~~ITEM~~There 5are no material pending legal proceedings to which we are a party or to which any of our property is subject, nor are there any such proceedings known to be contemplated by governmental authorities. ~~MARKET~~None ~~FOR~~of ~~COMMON~~our ~~EQUITY~~directors, ~~RELATED~~officers ~~STOCKHOLDER~~or ~~MATTERS~~affiliates ~~AND~~is ~~ISSUER~~involved ~~PURCHASES~~in OFa ~~EQUITY~~proceeding ~~SECURITIES~~adverse to our business or has a material interest adverse to our business.

~~Market~~ITEM ~~Information~~4. MINE SAFETY DISCLOSURES

~~Shares~~Not ~~of our common stock trade on a very limited basis on the over-the-counter market and are quoted on the OTCPink under the symbol “WEWA”~~applicable. ~~As of August 26, 2023, the closing price of our common stock on the OTCPink was $2.02.~~

The following table sets forth, for the fiscal quarters indicated, the high and low bid information for our common stock, as reported on the OTCPink. The following quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.3

	High		Low
Fiscal Year Ended May 31, 2023
First Quarter	$	2.200	$	0.025
Second Quarter	$	2.200	$	2.200
Third Quarter	$	2.200	$	2.020
Fourth Quarter	$	2.020	$	2.020
Fiscal Year Ended May 31, 2022
First Quarter	$	0.025	$	0.025
Second Quarter	$	0.025	$	0.025
Third Quarter	$	0.025	$	0.025
Fourth Quarter	$	0.025	$	0.025

PART II

AsITEM ~~of August 26, 2023, there were approximately 75 shareholders of record of our common stock~~5. ~~Such number does not include any shareholders holding shares in nominee or~~ ~~“street~~Market ~~name”.~~for AsRegistrant’s ofCommon ~~August 26~~Equity, ~~2023,~~ ~~there~~Related ~~were~~Stockholder ~~107,483,450~~Matters ~~shares~~and ofIssuer ~~common~~Purchases ~~stock~~of ~~outstanding~~Equity ~~on record.~~Securities

~~Dividends~~Market Information

WeShares ~~have~~of ~~not declared or paid any dividends on~~ our common stock ~~since~~trade on ~~our~~a ~~inception~~very ~~and~~limited dobasis ~~not~~on ~~anticipate paying dividends for~~ the ~~foreseeable future. The payment of dividends is subject to~~ over-the-counter ~~discretion~~market ~~of our board of directors~~ and ~~depends,~~are ~~among~~quoted ~~other~~on ~~things,~~the ~~upon~~OTCPink ~~our~~under ~~earnings,~~the ~~our~~symbol ~~capital requirements, our financial condition, and other relevant factors~~“WEWA”. WeAs ~~intend to reinvest any earnings in the development and expansion~~ of ~~our business.~~August ~~Any cash dividends in the future to common shareholders will be payable when~~26, ~~as and if declared by our board of directors~~2024, ~~based upon~~ the ~~board’s~~closing ~~assessment~~price of our ~~financial~~common ~~condition and performance, earnings, need for funds, capital requirements, prior claims of preferred~~ stock toon the ~~extent~~OTCPink ~~issued~~was ~~and outstanding, and other factors, including income tax consequences, restrictions and applicable laws~~$2. ~~There can be no assurance, therefore, that any dividends on our common stock will ever be paid~~02.

~~Equity~~The ~~Compensation~~following ~~Plan~~table ~~Information~~sets forth, for the fiscal quarters indicated, the high and low bid information for our common stock, as reported on the OTCPink. The following quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

We currently do not have any equity compensation plans.

	High		Low
Fiscal Year Ended May 31, 2024
First Quarter	$	2.020	$	2.020
Second Quarter	$	2.020	$	2.020
Third Quarter	$	2.020	$	2.020
Fourth Quarter	$	2.020	$	2.020

Fiscal Year Ended May 31, 2023
First Quarter	$	2.200	$	0.025
Second Quarter	$	2.200	$	2.200
Third Quarter	$	2.200	$	2.020
Fourth Quarter	$	2.020	$	2.020

~~Recent~~As ~~Sales~~of August 26, 2024, there were approximately 75 shareholders of ~~Unregistered~~record ~~Securities~~of our common stock. Such number does not include any shareholders holding shares in nominee or “street name”. As of August 26, 2024, there were 107,483,450 shares of common stock outstanding on record.

~~None~~Dividends

~~ITEM~~We 6have not declared or paid any dividends on our common stock since our inception and do not anticipate paying dividends for the foreseeable future. ~~SELECTED~~The ~~FINANCIAL~~payment ~~DATA~~of dividends is subject to the discretion of our board of directors and depends, among other things, upon our earnings, our capital requirements, our financial condition, and other relevant factors. We intend to reinvest any earnings in the development and expansion of our business. Any cash dividends in the future to common shareholders will be payable when, as and if declared by our board of directors, based upon the board’s assessment of our financial condition and performance, earnings, need for funds, capital requirements, prior claims of preferred stock to the extent issued and outstanding, and other factors, including income tax consequences, restrictions and applicable laws. There can be no assurance, therefore, that any dividends on our common stock will ever be paid.

WeEquity ~~are~~Compensation aPlan ~~smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.~~Information

4We currently do not have any equity compensation plans.

~~ITEM~~Recent 7.Sales ~~MANAGEMENT’S~~of ~~DISCUSSION~~Unregistered ~~AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.~~Securities

This discussion summarizes the significant factors affecting the operating results, financial condition, liquidity and cash flows of the Company and its subsidiaries for the fiscal years ended May 31, 2023 and 2022. The discussion and analysis that follows should be read together with the section entitled “Forward Looking Statements” and our financial statements and the notes to the financial statements included elsewhere in this annual report on Form 10-K.None

~~Except~~ITEM for historical information, the matters discussed in this section are forward looking statements that involve risks and uncertainties and are based upon judgments concerning various factors that are beyond the Company’s control6. ~~Consequently,~~Selected ~~and~~Financial because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report.Data

~~Overview~~We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

~~Wewards, Inc. (“Wewards” or “the Company”) was incorporated in Nevada on September 10, 2013, as Betafox Corp. On January 8, 2018, we changed our name to Wewards, Inc.~~4

WeITEM ~~have developed and are the owner~~7. ofManagement's aDiscussion ~~web-based platform accessible by mobile apps (the “Platform”) that will enable consumers to purchase goods from merchants~~ and ~~earn~~Analysis ~~rebates payable in the form~~ of ~~Bitcoin.~~Financial ~~The~~Condition ~~Platform provides an innovative Bitcoin rewards ecosystem. It is designed to transform traditional concepts of commerce into a cooperative society where both merchants~~ and ~~consumers are~~Results collaborating, utilizing Bitcoin to reward consumers. The ecosystem provides consumers with rewards each time they complete a challenge defined by a merchant. This is intended to make the ecommerce process beneficial to all market participants, and to help distribute commercial wealth among and between the merchants and consumers. We intend to generate revenue by licensing “white-label” versions of ~~the~~ ~~Platform to third parties. However, to date, no such license agreement has been entered into, and we have not generated any revenues from the Platform.~~Operations

OnThis ~~April~~discussion 2summarizes the significant factors affecting the operating results, ~~2020~~financial condition, weliquidity ~~purchased~~and ~~intellectual property~~cash ~~rights~~flows ~~(“IP”)~~of ~~from~~the ~~United~~Company ~~Power,~~and aits ~~Nevada~~subsidiaries for ~~corporation under~~the ~~common~~fiscal ~~ownership with~~years ~~Lei~~ended ~~Pei~~May 31, ~~our~~2024 ~~sole~~and ~~officer~~2023. The discussion and ~~director~~analysis that follows should be read together with the section entitled “Forward Looking Statements” and ~~majority~~our ~~shareholder,~~financial ~~for~~statements ~~cash~~and ~~consideration~~the ofnotes ~~$179,300,~~to ~~based~~the onfinancial astatements ~~price~~included ~~determined~~elsewhere in bythis anannual ~~independent~~report ~~valuation~~on Form 10-K.

~~The~~Except for historical information, IPthe ~~consists~~matters ofdiscussed ~~technology~~in ~~and~~this ~~related rights~~section ~~associated~~are ~~with~~forward ~~the~~looking ~~game~~statements ~~Megopoly,~~that aninvolve ~~MMO~~risks ~~(Massively~~and ~~Multiplayer~~uncertainties ~~Online~~and ~~Game).~~are based upon judgments ~~Megopoly~~concerning isvarious anfactors ~~MMO~~that ~~board~~are ~~game~~beyond ~~where~~the ~~players~~Company’s ~~are~~control. ~~able~~Consequently, toand ~~earn~~because ~~fractions~~forward-looking ofstatements ~~Bitcoins~~are ~~(satoshi)~~inherently subject ~~through~~to ~~buying,~~risks ~~selling~~and uncertainties, the actual results and ~~managing~~outcomes ~~virtual real~~may ~~estate~~differ ~~properties~~materially ~~using~~from the results and outcomes discussed in the forward-~~game~~looking ~~currency~~statements. ~~(Megopoly~~You ~~Coins).~~are ~~The~~urged ~~game~~to iscarefully ~~similar~~review inand ~~some~~consider ~~respects~~the tovarious ~~Monopoly~~disclosures made by us in this report.

~~The~~Wewards, ~~player’s goal in Megopoly is to earn Megopoly Coins by investing in properties and collecting rent from other players~~Inc. ~~Players can keep playing the game using their~~(“Wewards” ~~Megopoly~~or ~~Coins for~~ “the ~~opportunity~~Company”) towas ~~earn~~incorporated ~~more~~in ~~coins,~~Nevada ~~or they can exchange those coins for Bitcoins based~~ on ~~real-time~~September ~~market exchange rates. Megopoly is playable at any time through a web browser on a PC~~10, ~~tablet or smart phone~~2013, inas ~~both~~Betafox ~~Chinese and English~~Corp. On ~~The~~January 8, ~~game~~2018, ~~has been~~we ~~designed~~changed ~~for~~our ~~players~~name ofto ~~all~~Wewards, ~~skill levels~~Inc.

We ~~entered~~ ~~into~~have andeveloped ~~agreement~~and inare ~~January~~the owner of ~~2021~~a ~~with~~web-based ~~Sandbx~~platform ~~Corp.,~~accessible aby ~~company~~mobile ~~owned~~apps by (the ~~Chief~~“Platform”) ~~Operating~~that ~~Officer~~will ofenable ~~United~~consumers ~~Power~~to purchase goods from merchants and ~~FL Galaxy,~~earn ~~related~~rebates ~~parties~~payable toin the ~~Company,~~form asof ~~our~~Bitcoin. ~~Chief~~The ~~Executive~~Platform ~~Officer,~~provides ~~Lei~~an ~~Pei,~~innovative Bitcoin rewards ecosystem. It is ~~also~~designed ~~the~~to ~~Chief~~transform ~~Executive~~traditional ~~Officer~~concepts of ~~United Power~~commerce ~~and~~into FLa ~~Galaxy,~~cooperative tosociety ~~further~~where ~~develop~~both ~~the~~merchants ~~Megopoly~~and ~~game~~consumers are collaborating, ~~under~~utilizing ~~which~~Bitcoin ~~the~~to ~~Company~~reward ~~paid~~consumers. ~~Sandbx~~The ~~Corp. monthly~~ecosystem ~~fees~~provides ofconsumers ~~$168,500,~~with ~~resulting~~rewards ineach ~~$1,622,500~~time ofthey ~~related~~complete ~~party~~a ~~software~~challenge defined ~~development~~by ~~costs~~a ~~for~~merchant. ~~the~~This ~~year~~is ~~ended~~intended ~~May 31,~~to ~~2022. The~~make ~~development~~the ~~agreement~~ecommerce ~~with~~process ~~Sandbx~~beneficial ~~Corp.~~to ~~was~~all ~~terminated~~market ~~with~~participants, ~~the~~and ~~completion~~to ofhelp ~~Megopoly~~distribute incommercial wealth ~~December~~among ofand ~~2021~~between the merchants and consumers. We ~~did~~intend ~~not~~to generate ~~any~~ revenue, orby ~~incur~~licensing ~~any~~“white-label” ~~software~~versions ~~development~~of the ~~costs~~Platform to third parties. However, ~~during~~to ~~our~~date, ~~fiscal~~no ~~years~~such ~~ended~~license ~~May~~agreement ~~31,~~has ~~2023~~been orentered ~~2022~~into, and ~~are~~we ~~now~~have ~~actively~~not ~~seeking~~generated ~~licensing~~any revenues ~~arrangements~~from ~~to bring~~ the ~~game to market~~Platform.

5On April 2, 2020, we purchased intellectual property rights (“IP”) from United Power, a Nevada corporation under common ownership with Lei Pei, our sole officer and director and majority shareholder, for cash consideration of $179,300, based on a price determined by an independent valuation.

~~Critical~~The IP ~~Accounting~~consists ~~Policies~~of technology and related rights associated with the game Megopoly, an MMO (Massively Multiplayer Online Game). Megopoly is an MMO board game where players are able to earn fractions of Bitcoins (satoshi) through buying, selling, and managing virtual real estate properties using in-game currency (Megopoly Coins). The game is similar in some respects to Monopoly.

The ~~establishment~~game ~~and~~allows ~~consistent~~players around ~~application~~the ofworld ~~accounting~~to ~~policies~~interact iswith aeach ~~vital~~other ~~component~~online. ofPlayers ~~accurately~~travel ~~and~~(move) ~~fairly~~through ~~presenting~~different ~~our~~parts ~~financial~~of ~~statements~~a incity, ~~accordance~~earning ~~with generally~~profit ~~accepted~~by ~~accounting~~investing ~~principles~~ in properties, ~~the~~charging ~~United States (“GAAP”)~~rent, asacquiring ~~well~~bonus asassets, ~~ensuring compliance with applicable laws~~ and ~~regulations~~selling ~~governing~~their ~~financial~~properties ~~reporting.~~to ~~While~~other ~~there~~players ~~are~~for ~~rarely~~in-game ~~alternative~~currency. ~~methods~~A orplayer ~~rules~~is ~~from~~able to ~~which~~progress to ~~select~~higher inlevels ~~establishing accounting and financial reporting policies, proper application often involves significant judgment regarding a given set~~ of ~~facts~~“cities” ~~and circumstances~~at ~~and~~any ~~a complex series of decisions~~time.

~~Concentrations~~The player’s goal in Megopoly is to earn Megopoly Coins by investing in properties and collecting rent from other players. Players can keep playing the game using their Megopoly Coins for the opportunity to earn more coins, or they can exchange those coins for Bitcoins based on real-time market exchange rates. Megopoly is playable at any time through a web browser on a PC, tablet or smart phone, in both Chinese and English. The game has been designed for players of ~~Credit~~all ~~Risk~~skill levels.

~~The~~We entered ~~Company~~into ~~maintains~~an ~~our~~agreement ~~cash~~ in ~~bank~~ ~~deposit~~January ~~accounts~~of 2021 with Sandbx Corp., a company owned by the ~~balances~~Chief Operating Officer of ~~which~~United atPower and ~~times~~FL Galaxy, ~~may~~related ~~exceed~~parties ~~federally~~to ~~insured~~the ~~limits.~~Company, ~~Accounts~~as ~~are~~our ~~guaranteed~~Chief byExecutive Officer, Lei Pei, is also the ~~Federal~~Chief ~~Deposit~~Executive Officer of United ~~Insurance~~Power ~~Corporation~~and ~~(FDIC)~~FL upGalaxy, to ~~$250~~further develop the Megopoly game,~~000~~ under ~~current~~which ~~regulations.~~the ~~The~~ Company ~~had~~paid ~~approximately~~Sandbx Corp. monthly fees of $~~640~~168,~~755~~500, ~~and~~resulting in $~~890~~1,~~382~~622,500 of related party software development costs for the year ended May 31, 2022. The development agreement with Sandbx Corp. was terminated with the completion of Megopoly in ~~excess~~December of 2021. We did not generate any ~~FDIC~~revenue, ~~insured~~or ~~limits~~incur atany software development costs, during our fiscal years ended May 31, ~~2023~~2024 ~~and~~or ~~2022~~2023, ~~respectively.~~and ~~The~~are ~~Company~~now ~~has~~actively ~~not~~seeking ~~experienced~~licensing arrangements ~~any~~to ~~losses~~bring inthe ~~such~~game ~~accounts~~to market.

~~Revenue~~Critical ~~Recognition~~Accounting Policies

The ~~Company~~establishment ~~recognizes~~and ~~revenue in~~consistent ~~accordance~~application ~~with~~of ~~ASC~~accounting ~~606~~policies —is ~~Revenue~~a ~~from~~vital ~~Contracts~~component ~~with~~of ~~Customers.~~accurately ~~Under~~and ~~ASC~~fairly ~~606,~~presenting ~~the Company recognizes revenue from the licensing of~~ our ~~software~~financial bystatements ~~applying~~in ~~the~~accordance ~~following steps: (1) identify the contract~~ with generally aaccepted ~~customer;~~accounting ~~(2)~~principles ~~identify the performance obligations~~ in ~~the~~ ~~contract; (3) determine~~ the ~~transaction~~United ~~price;~~States (4“GAAP”), ~~allocate~~as ~~the~~well ~~transaction~~as ~~price~~ensuring tocompliance ~~each~~with ~~performance~~applicable ~~obligation in the contract;~~laws and ~~(5)~~regulations ~~recognize~~governing ~~revenue~~financial ~~when each performance obligation is satisfied~~reporting. ~~All~~While ~~revenues~~there toare ~~date~~rarely ~~have~~alternative ~~been~~methods ~~recognized~~or rules from ~~licensing~~which ~~Megopoly and related IP~~ to ~~Sandbx~~select ~~Corp.,~~in ~~a separate company owned by the Chief Operating Officer of~~establishing ~~United~~accounting ~~Power~~ and ~~FL Galaxy,~~financial ~~related~~reporting ~~parties of the Company~~policies, asproper ~~our~~application ~~Chief~~often ~~Executive~~involves ~~Officer,~~significant ~~Lei~~judgment ~~Pei,~~regarding isa ~~also~~given ~~the~~set ~~Chief~~of ~~Executive~~facts and ~~Officer~~circumstances ofand ~~United~~a ~~Power~~complex ~~and~~series FLof ~~Galaxy~~decisions.

We derive revenue principally from licensing our intellectual property, including our game, and related extra content and services that can be utilized by players of our game. Our product and service offerings include, but are not limited to, licensing to third parties (“software license”) to distribute and host our games and content (“Online-Hosted Service Games”).5

WeConcentrations ~~evaluate and~~of ~~recognize~~Credit ~~revenue by:~~Risk

·The ~~identifying~~Company maintains our cash in bank deposit accounts, the ~~contract~~balances of which at times may exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation (sFDIC) ~~with~~up ~~the~~to ~~customer;~~$250,000 under current regulations. The Company had approximately $514,205 and $640,755 in excess of FDIC insured limits at May 31, 2024 and 2023, respectively. The Company has not experienced any losses in such accounts.

·Revenue ~~identifying the performance obligations in the contract;~~Recognition

·The ~~determining~~Company recognizes revenue in accordance with ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the licensing of our software by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. All revenues to date have been recognized from licensing Megopoly and related IP to Sandbx Corp., a separate company owned by the Chief Operating Officer of United Power and FL Galaxy, related parties of the Company, as our Chief Executive Officer, Lei Pei, is also the Chief Executive Officer of United Power and FL Galaxy.

·We ~~allocating~~derive revenue ~~the~~principally ~~transaction~~from ~~price~~licensing our intellectual property, including our game, and related extra content and services that can be utilized by players of our game. Our product and service offerings include, but are not limited to, ~~performance~~licensing ~~obligations~~to inthird ~~the~~parties ~~contract;~~(“software license”) to distribute and host our games and content (“Online-Hosted Service Games”).

·We ~~recognizing~~evaluate and recognize revenue ~~as each performance obligation is satisfied through the transfer of a promised good or service to a customer (i.e., “transfer of control”).~~by:

~~Online-Hosted Service~~• ~~Games.~~identifying ~~Sales of our Online-Hosted Service Games are determined to have one distinct performance obligation:~~ the ~~online~~contract(s) ~~hosting. We~~with ~~recognize revenue from these arrangements as~~ the ~~service is provided through our licensing agreement(s).~~customer;

~~Licensing~~• ~~Revenue~~identifying the performance obligations in the contract;

We• ~~utilize third-party~~determining ~~licensees to distribute and host our games and content in accordance with license agreements, for which~~ the ~~licensees~~transaction typically pay us a fixed minimum guarantee and/or sales-based royalties. These arrangements typically include multiple performance obligations, such as a time-based license of software and future update rights. We recognize as revenue a portion of the minimum guarantee when we transfer control of the license of software (generally upon commercial launch) and the remaining portion ratably over the contractual term in which we provide the licensee with future update rights. Any sales-based royalties are generally recognized as the related sales occur by the licensee.price;

~~Significant~~• ~~Judgments around~~allocating ~~Revenue~~the ~~Arrangements~~transaction price to performance obligations in the contract; and

~~Identifying performance~~• ~~obligations.~~recognizing ~~Performance~~revenue ~~obligations~~as ~~promised~~each inperformance aobligation ~~contract~~is ~~are~~satisfied ~~identified~~through ~~based on~~ the ~~goods~~transfer ~~and~~of ~~services~~a ~~that~~promised ~~will~~good ~~be transferred~~or service to ~~the~~a customer ~~that are both capable of being distinct,~~ (i.e., ~~the~~“transfer ~~customer can benefit from the goods or services either on its own or together with other resources that are readily available), and are distinct in the context~~ of ~~the contract (i.e., it is separately identifiable from other goods or services in the contract~~control”). To the extent a contract includes multiple promises, we must apply judgment to determine whether those promises are separate and distinct performance obligations. If these criteria are not met, the promises are accounted for as a combined performance obligation.

6Online-Hosted Service Games. Sales of our Online-Hosted Service Games are determined to have one distinct performance obligation: the online hosting. We recognize revenue from these arrangements as the service is provided through our licensing agreement(s).

~~Determining the~~Licensing transaction price. The transaction price is determined based on the consideration that we will be entitled to receive in exchange for transferring our goods and services to the customer. Determining the transaction price often requires judgment, based on an assessment of contractual terms and business practices. It further includes review of variable consideration such as discounts, sales returns, price protection, and rebates, which is estimated at the time of the transaction. In addition, the transaction price does not include an estimate of the variable consideration related to sales-based royalties. Sales-based royalties are recognized as the sales occur.Revenue

~~Allocating~~We utilize ~~the~~third-party ~~transaction~~licensees ~~price.~~to ~~Allocating~~distribute ~~the~~and ~~transaction~~host ~~price~~our ~~requires~~games ~~that~~and wecontent ~~determine~~in anaccordance ~~estimate~~with oflicense ~~the~~agreements, ~~relative stand-alone selling price~~ for ~~each~~which ~~distinct performance obligation. Determining~~ the ~~relative~~licensees ~~stand-alone selling price is inherently subjective, especially~~typically inpay ~~situations~~us ~~where~~a wefixed dominimum ~~not~~guarantee ~~sell~~and/or ~~the performance obligation on a stand~~sales-~~alone~~based ~~basis~~royalties. ~~(which~~These ~~occurs~~arrangements intypically ~~the~~include ~~majority~~multiple ofperformance ~~our transactions).~~obligations, Insuch ~~those~~as ~~situations,~~a ~~we determine the relative stand~~time-~~alone selling price~~ based onlicense ~~various~~of ~~observable~~software ~~inputs~~and ~~using~~future ~~all~~update ~~information that is reasonably available~~rights. ~~Examples~~We ofrecognize ~~observable~~as ~~inputs~~revenue ~~and~~a ~~information~~portion ~~include:~~of ~~historical~~the ~~internal~~minimum ~~pricing~~guarantee ~~data,~~when ~~cost plus margin analyses,~~we ~~third-party~~transfer ~~external~~control ~~pricing~~ of ~~similar~~the orlicense ~~same~~of ~~products~~software ~~and~~(generally ~~services~~upon ~~such~~commercial aslaunch) ~~software~~and ~~licenses~~the ~~and~~remaining ~~maintenance~~portion ~~support~~ratably ~~within~~over the ~~enterprise~~contractual ~~software~~term ~~industry.~~in ~~The~~which ~~results~~we ofprovide ~~our~~the ~~analysis~~licensee ~~resulted~~with infuture aupdate ~~specific~~rights. ~~percentage~~Any ofsales-based ~~the~~royalties ~~transaction~~are ~~price~~generally ~~being~~recognized ~~allocated~~as tothe ~~each~~related ~~performance~~sales ~~obligation~~occur by the licensee.

~~Determining the~~Significant ~~Estimated Offering Period. The offering period is the period in which we offer to provide the future update rights and/or online~~Judgments ~~hosting~~around ~~for~~Revenue the game. Because the offering period is not an explicitly defined period, we must make an estimate of the offering period for the service-related performance obligations (i.e., future update rights and online hosting). Determining the Estimated Offering Period is inherently subjective and is subject to regular revision. Generally, we consider the specified contract period of our software licenses and therefore, the offering period is estimated to be over the term of the license. We recognize revenue for future update rights and online hosting performance obligations ratably on a straight-line basis over this period as there is a consistent pattern of delivery for these performance obligations.Arrangements

~~Software~~Identifying ~~Development~~performance obligations. ~~Costs~~Performance obligations promised in a contract are identified based on the goods and services that will be transferred to the customer that are both capable of being distinct, (i.e., the customer can benefit from the goods or services either on its own or together with other resources that are readily available), and are distinct in the context of the contract (i.e., it is separately identifiable from other goods or services in the contract). To the extent a contract includes multiple promises, we must apply judgment to determine whether those promises are separate and distinct performance obligations. If these criteria are not met, the promises are accounted for as a combined performance obligation.

~~The~~Determining the ~~Company~~transaction ~~expenses~~price. ~~software~~The ~~development costs,~~transaction ~~including~~price ~~costs~~is todetermined ~~develop~~based ~~software~~on ~~products or~~ the ~~software~~consideration ~~component~~that ofwe ~~products~~will to be ~~sold,~~entitled ~~leased,~~to orreceive ~~marketed~~in ~~to external~~exchange ~~users,~~for ~~before~~transferring ~~technological~~our ~~feasibility~~goods isand ~~reached.~~services ~~Technological~~to ~~feasibility is typically reached shortly before~~ the ~~release of such products~~customer. ~~Software~~Determining ~~development~~the ~~costs~~transaction ~~also~~price ~~include~~often ~~costs~~requires tojudgment, ~~develop~~based ~~software~~on toan beassessment of ~~used~~contractual ~~solely~~terms ~~to meet internal needs~~ and ~~cloud-based~~business ~~applications used to deliver our services~~practices. ~~The~~It ~~Company~~further ~~capitalizes~~includes ~~development~~review ~~costs~~of ~~related~~variable toconsideration ~~these~~such ~~software~~as ~~applications~~discounts, ~~once~~sales ~~the~~returns, ~~preliminary project~~price ~~stage~~protection, ~~is complete~~ and itrebates, which is ~~probable~~estimated ~~that~~at the ~~project~~time ~~will~~of bethe ~~completed,~~transaction. ~~and~~In addition, the ~~software~~transaction ~~will~~price bedoes ~~used~~not toinclude ~~perform~~an ~~the function intended.~~estimate ~~Capitalization~~of ~~ends,~~the ~~and~~variable ~~amortization~~consideration ~~begins~~related ~~when~~to ~~the~~sales-based ~~product~~royalties. isSales-based ~~available~~royalties ~~for~~are ~~general~~recognized ~~release~~as tothe ~~customers~~sales occur.

~~Results of Operations for the Years Ended May 31, 2023 and 2022:~~6

~~The~~Allocating the ~~following~~transaction ~~table~~price. ~~summarizes~~Allocating ~~selected~~the transaction price requires that we determine an estimate of the relative stand-alone selling ~~items~~price ~~from~~for each distinct performance obligation. Determining the ~~statement~~relative stand-alone selling price is inherently subjective, especially in situations where we do not sell the performance obligation on a stand-alone basis (which occurs in the majority of ~~operations~~our ~~for~~transactions). In those situations, we determine the ~~years~~relative ~~ended~~stand-alone ~~May 31~~selling price based on various observable inputs using all information that is reasonably available. Examples of observable inputs and information include: historical internal pricing data, ~~2023~~cost plus margin analyses, third-party external pricing of similar or same products and ~~2022~~ services such as software licenses and maintenance support within the enterprise software industry. The results of our analysis resulted in a specific percentage of the transaction price being allocated to each performance obligation.

	Years Ended
	May 31,			May 31,			Increase /
	2023			2022			(Decrease)
Revenues, related party	$	—		$	—		$	—
Operating expenses:
General and administrative		2,839			2,866			(27	)
Software development, related party		—			1,622,500			(1,622,500	)
Rent expense		180,000			180,000			—
Professional fees		62,492			59,943			2,549
Total operating expenses:		245,331			1,865,309			(1,619,978	)
Operating loss		(245,331	)		(1,865,309	)		(1,619,978	)
Total other income		(515,359	)		(518,486	)		(3,127	)
Net loss	$	(760,690	)	$	(2,383,795	)	$	(1,623,105	)

Determining the Estimated Offering Period. The offering period is the period in which we offer to provide the future update rights and/or online hosting for the game. Because the offering period is not an explicitly defined period, we must make an estimate of the offering period for the service-related performance obligations (i.e., future update rights and online hosting). Determining the Estimated Offering Period is inherently subjective and is subject to regular revision. Generally, we consider the specified contract period of our software licenses and therefore, the offering period is estimated to be over the term of the license. We recognize revenue for future update rights and online hosting performance obligations ratably on a straight-line basis over this period as there is a consistent pattern of delivery for these performance obligations.

~~Revenues,~~Software ~~Related~~Development ~~Party~~Costs

WeThe ~~did~~Company ~~not~~expenses ~~generate~~software development ~~any~~costs, ~~revenues~~including costs to develop software products or the software component of products to be sold, leased, or marketed ~~during~~to external users, before technological feasibility is reached. Technological feasibility is typically reached shortly before the release of such products. Software development costs also include costs to develop software to be used solely to meet internal needs and cloud-based applications used to deliver our ~~fiscal~~services. ~~years~~The ~~ended~~Company ~~May~~capitalizes 31development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed, ~~2023~~and orthe ~~2022~~software will be used to perform the function intended. WeCapitalization ~~are~~ends, ~~not~~and ~~currently~~amortization ~~engaged~~begins inwhen ~~revenue~~the ~~producing~~product ~~activities~~is available for general release to customers.

~~General~~Results ~~and~~of ~~Administrative~~Operations ~~Expenses~~for the Years Ended May 31, 2024 and 2023:

~~General~~The ~~and~~following ~~administrative~~table ~~expenses~~summarizes ~~for~~selected ~~the~~items ~~year~~from ~~ended~~the ~~May~~statement ~~31,~~of ~~2023~~operations ~~were~~for ~~$2,839, compared to $2,866 during~~ the ~~year~~years ended May 31, ~~2022,~~2024 ~~a decrease of $27, or 1%. The expenses consisted primarily of office, travel, compliance~~ and ~~business development expenses~~ 2023. ~~General and administrative expense decreased during the current period due to decreased office supplies.~~

Software Development, Related Party

	Years Ended
	May 31,			May 31,			Increase /
	2024			2023			(Decrease)
Revenues	$	—		$	—		$	—

Operating expenses:
General and administrative		8,218			2,839			5,379
Rent expense		75,113			180,000			(104,887	)
Professional fees		62,515			62,492			23
Total operating expenses:		145,846			245,331			(99,485	)

Operating loss		(145,846	)		(245,331	)		(99,485	)

Total other income		(505,893	)		(515,359	)		(9,466	)

Net loss	$	(651,739	)	$	(760,690	)	$	(108,951	)

There were no software development expenses for the year ended May 31, 2023, compared to the $1,622,500 of expenses incurred during the year ended May 31, 2022. The software development costs relate to improvements in the Megopoly game performed by Sandbx. The decrease was due to work performed to enhance the Company’s Megopoly game in the prior year that was not carried out in the current year, as the development agreement with Sandbx Corp. was terminated in December of 2021.Revenues

~~Rent~~We ~~Expense~~did not generate any revenues during our fiscal years ended May 31, 2024 or 2023. We are not currently engaged in revenue producing activities.

~~Rent~~General ~~expense was $180,000 during both years ended May 31, 2023~~ and ~~2022.~~Administrative ~~Rent expense consisted of subleased office space under a lease that terminated on February 28, 2023, and was amended to continue on a month-to-month basis, thereafter.~~Expenses

~~Professional~~General ~~Fees~~and administrative expenses for the year ended May 31, 2024 were $8,218, compared to $2,839 during the year ended May 31, 2023, an increase of $5,379, or 189%. The expenses consisted primarily of office, travel, compliance and business development expenses. General and administrative expense increased during the current period due to increased compliance costs.

~~Professional~~Rent fees for the year ended May 31, 2023 were $62,492, compared to $59,943 during the year ended May 31, 2022, an increase of $2,549, or 4%. Professional fees increased primarily due to increased legal and accounting professionals incurred during the current period.Expense

~~Operating~~Rent ~~Loss~~expense was $75,113 during the year ended May 31, 2024, compared to the $180,000 of expenses incurred during the year ended May 31, 2023, a decrease of $104,887, or 58%. Rent expense decreased due to the termination of our lease as effective October 31, 2023.

~~Our~~Professional operating loss for the year ended May 31, 2023 was $245,331, compared to $1,865,309 during the year ended May 31, 2022, a decrease of $1,619,978, or 87%. Our operating loss decreased primarily due to $1,622,500 of software development fees incurred during the comparative period that was not present in the current period due to the termination of the development agreement with Sandbx Corp. in December of 2021.Fees

~~Other~~Professional ~~Income~~fees ~~(Expense)~~for the year ended May 31, 2024 were $62,515, compared to $62,492 during the year ended May 31, 2023, an increase of $23, or 1%.

~~Other~~Operating expense, on a net basis, for the year ended May 31, 2023 was $515,359, compared to other expense, on a net basis, of $518,486 during the year ended May 31, 2022, a decrease of $3,127, or 1%. Other expense consisted of $525,000 of interest expense on related party loans, as offset by $9,641 of interest income for the year ended May 31, 2023. Other expense consisted of $525,000 of interest expense on related party loans, as offset by $6,514 of interest income for the year ended May 31, 2022. Other expense, on a net basis, decreased primarily due to improved interest rates that resulted in $3,127 of additional interest income on cash balances in the current period that reduced our total other expense, on a net basis.Loss

~~Net~~Our ~~Loss~~operating loss for the year ended May 31, 2024 was $145,846, compared to $245,331 during the year ended May 31, 2023, a decrease of $99,485, or 41%. Our operating loss decreased primarily due to decreased rents incurred in the current period, compared to the prior period due to the termination of our lease on October 31, 2023.

~~Net~~Other ~~loss~~Income for the year ended May 31, 2023 was $760,690, compared to $2,838,795 during the year ended May 31, 2022, a decrease of $1,623,105, or 68%. The decreased net loss was due primarily to $1,622,500 of software development fees incurred during the comparative period that was not present in the current period due to the termination of the development agreement with Sandbx Corp. in December of 2021.(Expense)

~~Liquidity~~Other ~~and~~expense, ~~Capital~~on ~~Resources~~a net basis, for the year ended May 31, 2024 was $505,893, compared to other expense, on a net basis, of $515,359 during the year ended May 31, 2023, a decrease of $9,466, or 2%. Other expense consisted of $526,439 of interest expense on related party loans, as offset by $20,546 of interest income for the year ended May 31, 2024. Other expense consisted of $525,000 of interest expense on related party loans, as offset by $9,641 of interest income for the year ended May 31, 2023. Other expense, on a net basis, decreased primarily due to improved interest rates that resulted in $10,905 of additional interest income on cash balances in the current period that reduced our total other expense, on a net basis.

As of May 31, 2023, the Company had current assets of $889,992, comprised almost entirely of cash. The Company's current liabilities as of May 31, 2023 were $5,494,567, consisting of $100 of accounts payable, $2,994,467 of accrued interest and $2,500,000 of current maturities of related party convertible debts.8

~~The~~Net ~~following table summarizes our total current assets, liabilities and working capital at May 31, 2023 and 2022.~~Loss

	May 31,
	2023			2022
Current Assets	$	889,992		$	1,140,682
Current Liabilities	$	5,494,567		$	2,615,175
Working Capital	$	(4,604,575	)	$	(1,474,493	)

Net loss for the year ended May 31, 2024 was $651,739, compared to $760,690 during the year ended May 31, 2023, a decrease of $108,951, or 14%. The decreased net loss was due primarily to $104,887 of decreased rent expense related to the termination of our lease on October 31, 2023, and increased interest income on cash balances due to rising interest rates.

8Liquidity and Capital Resources

~~The~~As ~~following~~of ~~table~~May ~~summarizes~~31, ~~our~~2024, the Company had current assets of $764,692, comprised almost entirely of cash. ~~flows~~The ~~during~~Company's ~~the~~current ~~years~~liabilities ~~ended~~as of May 31, ~~2023~~2024 were $3,521,006, consisting of $100 of accounts payable and ~~2022~~ $3,520,906 ~~respectively~~of accrued interest.

	Years Ended
	May 31,
	2023			2022
Net cash used in operating activities	$	(250,977	)	$	(1,859,416	)
Net cash used in investing activities		—			—
Net cash used in financing activities		—			—
Net change in cash	$	(250,977	)	$	(1,859,416	)

The following table summarizes our total current assets, liabilities and working capital at May 31, 2024 and 2023.

Net Cash Used in Operating Activities

	May 31,
	2024			2023
Current Assets	$	764,692		$	889,992

Current Liabilities	$	3,521,006		$	5,494,567

Working Capital	$	(2,756,314	)	$	(4,604,575	)

WeThe ~~have~~following ~~not~~table ~~generated~~summarizes our ~~positive~~ cash flows ~~from~~during ~~operating activities. During~~ the ~~year~~years ended May 31, ~~2023,~~2024 ~~net cash flows used in operating activities was $250,977. For the year ended May~~and 312023, ~~2022,~~ ~~net cash flows used in operating activities was $1,859,416~~respectively. ~~The decrease in cash used in operating activities is primarily attributable to our decreased net loss.~~

Net Cash Used in Investing Activities

	Years Ended
	May 31,
	2024			2023
Net cash used in operating activities	$	(125,200	)	$	(250,977	)
Net cash used in investing activities		—			—
Net cash used in financing activities		—			—

Net change in cash	$	(125,200	)	$	(250,977	)

~~During~~Net ~~the~~Cash ~~years~~Used ~~ended May 31, 2023 and 2022, we did not use any cash~~ in ~~investing~~Operating ~~activities.~~Activities

~~Net~~We ~~Cash~~have ~~Used~~not generated positive cash flows from operating activities. During the year ended May 31, 2024, net cash flows used in ~~Financing~~operating ~~Activities~~activities was $125,200. For the year ended May 31, 2023, net cash flows used in operating activities was $250,977. The decrease in cash used in operating activities is primarily attributable to our decreased net loss.

~~During~~Net ~~the~~Cash ~~years~~Used ~~ended May 31, 2023 and 2022, we did not use any cash~~ in ~~financing~~Investing ~~activities.~~Activities

~~Satisfaction~~During ofthe ~~our~~years ~~Cash~~ended ~~Obligations~~May 31, ~~for~~2024 ~~the~~and ~~Next 12~~2023, ~~Months~~we did not use any cash in investing activities.

AsNet ofCash ~~May~~Used 31, 2023, our balance of cash on hand was $889,405, and we had negative working capital of $4,604,575. We do not currently have sufficient funds to fund our operations at their current levels for the next twelve months. As we continue to develop our business and attempt to expand operational activities, we expect to continue to experience net negative cash flows from operations in ~~amounts~~Financing not now determinable, and will be required to obtain additional financing to fund operations. Our ability to continue as a going concern is dependent upon our ability to raise additional capital and to achieve sustainable revenues and profitable operations. Since our CEO and majority shareholder, Mr. Pei, acquired control over the Company in May 2015, we have been wholly dependent upon him and his affiliated companies, to provide financing to us when needed, generally in the form of convertible loans. There can be no assurance that Mr. Pei will continue to make additional financing available to us when needed.Activities

WeDuring will need additional funds to repay our related party debts should they not be converted to equity. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to us. Even if we are able to obtain additional financing (whether from our affiliates or third parties), the ~~terms~~years ofended ~~such financing may contain undue restrictions on our operations and result in substantial~~May ~~dilution for our stockholders. We cannot guarantee that we will ever become profitable. Even if we achieve profitability~~31, ~~given~~2024 ~~the competitive~~ and ~~evolving nature of the industry in which we operate~~2023, we ~~may~~did not beuse ~~able~~any tocash ~~sustain~~in orfinancing ~~increase profitability, and our failure to do so would adversely affect our business, including our ability to raise additional funds~~activities.

~~Off-Balance Sheet Arrangements~~9

WeSatisfaction ~~have~~of noour ~~outstanding~~Cash ~~off-balance sheet~~Obligations ~~guarantees,~~for ~~interest~~the ~~rate swap transactions or foreign currency contracts. We do not engage in trading activities involving non-exchange~~Next ~~traded~~12 ~~contracts.~~Months

~~ITEM~~As 7Aof May 31, 2024, our balance of cash on hand was $764,205, and we had negative working capital of $2,756,314. ~~QUANTITATIVE~~We ~~AND~~do ~~QUALITATIVE~~not ~~DISCLOSURES~~currently ~~ABOUT~~have ~~MARKET~~sufficient ~~RISK~~funds to fund our operations at their current levels for the next twelve months. As we continue to develop our business and attempt to expand operational activities, we expect to continue to experience net negative cash flows from operations in amounts not now determinable, and will be required to obtain additional financing to fund operations. Our ability to continue as a going concern is dependent upon our ability to raise additional capital and to achieve sustainable revenues and profitable operations. Since our CEO and majority shareholder, Mr. Pei, acquired control over the Company in May 2015, we have been wholly dependent upon him and his affiliated companies, to provide financing to us when needed, generally in the form of convertible loans. There can be no assurance that Mr. Pei will continue to make additional financing available to us when needed.

We will need additional funds to repay our related party debts should they not be converted to equity. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are asatisfactory ~~smaller~~to ~~reporting~~us. ~~company~~Even if we are able to obtain additional financing (whether from asour ~~defined~~affiliates byor ~~Rule~~third ~~12b-2~~parties), the terms of such financing may contain undue restrictions on our operations and result in substantial dilution for our stockholders. We cannot guarantee that we will ever become profitable. Even if we achieve profitability, given the ~~Securities~~competitive and ~~Exchange~~evolving ~~Act~~nature of ~~1934~~the ~~and~~industry ~~are~~in which we operate, we may not ~~required~~be able to ~~provide~~sustain ~~the~~or ~~information~~increase ~~under~~profitability, ~~this~~and ~~item~~our failure to do so would adversely affect our business, including our ability to raise additional funds.

9Off-Balance Sheet Arrangements

~~ITEM~~We 8have no outstanding off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. ~~FINANCIAL~~We ~~AND~~do ~~SUPPLEMENTARY~~not ~~DATA~~engage in trading activities involving non-exchange traded contracts.

~~WEWARDS,~~ITEM ~~INC~~7A. Quantitative and Qualitative Disclosures About Market Risk

~~FINANCIAL~~We ~~STATEMENTS~~are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

~~FOR THE YEARS ENDED MAY 31, 2023 AND 2022~~10

~~TABLE~~ITEM OF8. ~~CONTENTS~~Financial Statements and Supplementary Data

		Page
Report of Independent Registered Public Accounting Firm (M&K CPAS, PLLC, Houston, TX, Auditor Firm ID: 2738)		F-1
Balance Sheets as of May 31, 2023 and 2022		F-3
Statements of Operations for the years ended May 31, 2023 and 2022		F-4
Statements of Stockholders' Equity (Deficit) for the years ended May 31, 2023 and 2022		F-5
Statements of Cash Flows for the years ended May 31, 2023 and 2022		F-6
Notes to Financial Statements		F-7

WEWARDS, INC.

10FINANCIAL STATEMENTS

~~REPORT~~FOR OFTHE ~~INDEPENDENT~~YEARS ~~REGISTERED~~ENDED ~~PUBLIC~~MAY ~~ACCOUNTING FIRM~~31, 2024 AND 2023

ToTABLE ~~the~~OF ~~Board of Directors and~~CONTENTS

Stockholders of Wewards, Inc.,

		Page
Report of Independent Registered Public Accounting Firm, M&K CPAS, PLLC, Houston, TX, Auditor Firm ID: 2738		F-1

Balance Sheets as of May 31, 2024 and 2023		F-2

Statements of Operations for the years ended May 31, 2024 and 2023		F-3

Statements of Stockholders' Equity (Deficit) for the years ended May 31, 2024 and 2023		F-4

Statements of Cash Flows for the years ended May 31, 2024 and 2023		F-5

Notes to Financial Statements		F-6

~~Opinion on the Financial Statements~~11

WeREPORT ~~have~~OF ~~audited~~INDEPENDENT ~~the~~REGISTERED ~~accompanying~~PUBLIC ~~balance sheets of~~ACCOUNTING Wewards, Inc. (“the Company”) as of May 31, 2023 and 2022, and the related statements of operations, stockholders' equity (deficit), and cash flows for each of the years in the two-year period ended May 31, 2023, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of May 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended May 31, 2023, in conformity with accounting principles generally accepted in the United States of America.FIRM

~~Going~~To ~~Concern~~the Board of Directors and

~~The~~Stockholders ~~accompanying~~of ~~financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements~~Wewards, the Company has suffered net losses from operations, has a net capital deficiency, and has negative cash flow from operations which raises substantial doubt about its ability to continue as a going concernInc. ~~Management’s plans regarding those matters are discussed in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.~~,

~~Basis~~Opinion ~~for~~on ~~Opinion~~the Financial Statements

~~These~~We ~~financial~~have ~~statements~~audited ~~are~~ the ~~responsibility~~ accompanying balance sheets of Wewards, Inc. (“the Company’s”) ~~management.~~as ~~Our~~of ~~responsibility~~May is31, to2024 ~~express~~and an2023, ~~opinion~~and on the ~~Company’s~~related ~~financial~~ statements ~~based~~of onoperations, ~~our~~stockholders' equity ~~audits.~~(deficit), Weand ~~are~~cash aflows ~~public~~for ~~accounting~~each ~~firm~~of ~~registered~~the ~~with~~years in the ~~Public~~two-year ~~Company~~period ~~Accounting~~ended ~~Oversight~~May 31, ~~Board~~2024, ~~(United~~and ~~States)~~the ~~(“PCAOB”) and~~related ~~are~~notes ~~required~~(collectively referred to beas ~~independent~~the ~~with~~financial ~~respect~~statements). toIn our opinion, the ~~Company~~financial statements present fairly, in ~~accordance~~all ~~with~~material respects, the ~~U.S.~~financial ~~federal~~position of ~~securities~~the ~~laws~~Company as of May 31, 2024 and 2023, and the ~~applicable rules~~results of its operations and ~~regulations~~its cash flows for each of the ~~Securities~~years ~~and~~in ~~Exchange~~the ~~Commission~~two-year period ~~and~~ended May 31, 2024, in conformity with accounting principles generally accepted in the ~~PCAOB~~United States of America.

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

~~Our~~The ~~audits~~accompanying ~~included~~financial ~~performing~~statements ~~procedures~~have tobeen ~~assess~~prepared assuming that the ~~risks~~Company ofwill ~~material~~continue ~~misstatement~~as ofa ~~the~~going ~~financial~~concern. ~~statements,~~As ~~whether~~discussed ~~due~~in Note 2 to ~~error~~the orfinancial ~~fraud~~statements, ~~and~~the ~~performing~~Company ~~procedures~~has ~~that respond~~suffered tonet ~~those~~losses ~~risks.~~from ~~Such procedures included examining~~operations, onhas a ~~test~~net ~~basis~~capital deficiency, ~~evidence~~and ~~regarding~~has ~~the~~negative ~~amounts~~cash ~~and~~flow ~~disclosures~~from inoperations ~~the~~which ~~financial~~raises ~~statements. Our~~substantial ~~audits~~doubt ~~also~~about its ~~included~~ability ~~evaluating~~to ~~the~~continue ~~accounting~~as ~~principles~~a ~~used~~going ~~and~~concern. ~~significant~~Management’s ~~estimates~~plans ~~made~~regarding bythose ~~management,~~matters asare ~~well~~discussed asin ~~evaluating the~~Note ~~overall~~2. ~~presentation~~The ~~of the~~ financial statements. do Wenot ~~believe~~include ~~that~~any ~~our~~adjustments ~~audits~~that ~~provide~~might aresult ~~reasonable~~from ~~basis~~the ~~for~~outcome ~~our~~of ~~opinion~~this uncertainty.

~~Critical~~Basis ~~Audit~~for ~~Matters~~Opinion

~~The~~These ~~critical~~financial ~~audit~~statements ~~matters~~are ~~communicated~~the ~~below are~~responsibility ~~matters~~of ~~arising from~~ the ~~current~~Company’s ~~period~~management. ~~audit~~Our ofresponsibility ~~the~~is ~~financial~~to ~~statements~~express ~~that~~an ~~were~~opinion ~~communicated~~on orthe ~~required~~Company’s tofinancial bestatements ~~communicated~~based toon ~~the~~our ~~audit~~audits. ~~committee~~We ~~and~~are ~~that:~~a ~~(1)~~public ~~relate~~accounting tofirm ~~accounts~~registered orwith ~~disclosures~~the ~~that~~Public ~~are~~Company ~~material~~Accounting toOversight ~~the~~Board ~~financial~~(United ~~statements~~States) ~~and~~ (2“PCAOB”) ~~involved our especially~~ ~~challenging,~~and ~~subjective,~~are orrequired ~~complex~~to ~~judgments.~~be ~~The~~independent ~~communication~~with ofrespect ~~critical~~to ~~audit~~the ~~matters~~Company ~~does not alter~~ in ~~any~~accordance ~~way~~with ~~our opinion on~~ the ~~financial~~ ~~statements,~~U.S. ~~taken~~federal assecurities alaws ~~whole,~~ and ~~we are not, by communicating~~ the ~~critical~~applicable rules ~~audit~~and ~~matters~~regulations ~~below,~~of ~~providing separate opinions on~~ the ~~critical~~Securities ~~audit~~and ~~matters~~Exchange orCommission onand the ~~accounts or disclosures to which they relate~~PCAOB.

~~F-1~~We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

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

AsCritical ~~discussed~~Audit in Note 2 to the financial statements, the Company had a going concern due to a working capital deficiency, stockholders’ deficiency, and negative cash flows from operations. Auditing management’s evaluation of a going concern can be a significant judgment given the fact that the Company uses management estimates on future revenues and expenses, which are not able to be substantiated. To evaluate the appropriateness of the going concern, we examined and evaluated the financial information that was the initial cause along with management’s plans to mitigate the going concern and management’s disclosure on going concern.Matters

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

~~We have served as the Company’s auditor since 2020.~~F-1

~~Houston,~~Going TXConcern

~~August~~As 31discussed in Note 2 to the financial statements, ~~2023~~ the Company had a going concern due to a working capital deficiency, stockholders’ deficiency, and negative cash flows from operations. Auditing management’s evaluation of a going concern can be a significant judgment given the fact that the Company uses management estimates on future revenues and expenses, which are not able to be substantiated. To evaluate the appropriateness of the going concern, we examined and evaluated the financial information that was the initial cause along with management’s plans to mitigate the going concern and management’s disclosure on going concern.

~~F-2~~/s/ M&K CPAS, PLLC

~~WEWARDS, INC~~We have served as the Company’s auditor since 2020.

~~BALANCE SHEETS~~Houston, TX

	May 31,			May 31,
	2023			2022
ASSETS
Current assets:
Cash	$	889,405		$	1,140,382
Prepaid expense		587			300
Total current assets		889,992			1,140,682
Right-of-use asset		—			130,608
Total assets	$	889,992		$	1,271,290
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	100		$	15,100
Accrued interest, related parties		2,994,467			2,469,467
Current maturities of convertible notes payable, related party		2,500,000			—
Current maturities of operating lease obligation, related party		—			130,608
Total current liabilities		5,494,567			2,615,175
Long term liabilities:
Convertible notes payable, related party, net of current maturities		8,000,000			10,500,000
Total liabilities		13,494,567			13,115,175
Commitments and contingencies		—			—
Stockholders' equity (deficit):
Preferred stock, $0.001 par value, 50,000,000 shares authorized, no shares issued and outstanding		—			—
Common stock, $0.001 par value, 500,000,000 shares authorized, 107,483,450 issued and outstanding		107,483			107,483
Additional paid in capital		5,161,532			5,161,532
Accumulated deficit		(17,873,590	)		(17,112,900	)
Total stockholders' equity (deficit)		(12,604,575	)		(11,843,885	)
Total liabilities and stockholders' equity (deficit)	$	889,992		$	1,271,290

August 27, 2024

~~The accompanying notes are an integral part of these financial statements.~~F-2

~~F-3~~WEWARDS, INC.

~~WEWARDS,~~BALANCE ~~INC.~~SHEETS

STATEMENTS OF OPERATIONS


	May 31,			May 31,
	2024			2023
ASSETS

Current assets:
Cash	$	764,205		$	889,405
Prepaid expense		487			587
Total current assets		764,692			889,992

Total assets	$	764,692		$	889,992


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
Accounts payable	$	100		$	100
Accrued interest, related parties		3,520,906			2,994,467
Current maturities of convertible notes payable, related party		—			2,500,000
Total current liabilities		3,521,006			5,494,567

Long term liabilities:
Convertible notes payable, related party, net of current maturities		10,500,000			8,000,000

Total liabilities		14,021,006			13,494,567

Commitments and contingencies		—			—

Stockholders' equity (deficit):
Preferred stock, $0.001 par value, 50,000,000 shares authorized, no shares issued and outstanding		—			—
Common stock, $0.001 par value, 500,000,000 shares authorized, 107,483,450 issued and outstanding		107,483			107,483
Additional paid in capital		5,161,532			5,161,532
Accumulated deficit		(18,525,329	)		(17,873,590	)
Total stockholders' equity (deficit)		(13,256,314	)		(12,604,575	)

Total liabilities and stockholders' equity (deficit)	$	764,692		$	889,992

	For the Years Ended
	May 31,
	2023			2022
Revenue, related party	$	—		$	—
Operating expenses:
General and administrative		2,839			2,866
Software development, related party		—			1,622,500
Rent expense		180,000			180,000
Professional fees		62,492			59,943
Total operating expenses		245,331			1,865,309
Operating loss		(245,331	)		(1,865,309	)
Other income (expense):
Interest expense, related party		(525,000	)		(525,000	)
Interest income		9,641			6,514
Total other income (expense)		(515,359	)		(518,486	)
Net loss	$	(760,690	)	$	(2,383,795	)
Weighted average number of common shares outstanding
Basic		107,483,450			107,483,450
Diluted		107,483,450			107,483,450
Net loss per share
Basic	$	(0.01	)	$	(0.02	)
Diluted	$	(0.01	)	$	(0.02	)

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

~~The accompanying notes are an integral part of these financial statements.~~F-3

~~F-4~~WEWARDS, INC.

~~WEWARDS,~~STATEMENTS ~~INC.~~OF OPERATIONS

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)



	For the Years Ended
	May 31,
	2024			2023

Revenue, related party	$	—		$	—

Operating expenses:
General and administrative		8,218			2,839
Rent expense		75,113			180,000
Professional fees		62,515			62,492
Total operating expenses		145,846			245,331

Operating loss		(145,846	)		(245,331	)

Other income (expense):
Interest expense, related party		(526,439	)		(525,000	)
Interest income		20,546			9,641
Total other income (expense)		(505,893	)		(515,359	)

Net loss	$	(651,739	)	$	(760,690	)


Weighted average number of common shares
outstanding - basic and fully diluted		107,483,450			107,483,450

Net loss per share - basic and fully diluted	$	(0.01	)	$	(0.01	)

									Additional					Total
	Preferred Stock				Common Stock				Paid-in		Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balance, May 31, 2021		—	$	—		107,483,450	$	107,483	$	5,161,532	$	(14,729,105	)	$	(9,460,090	)
Net loss for the year ended May 31, 2022		—		—		—		—		—		(2,383,795	)		(2,383,795	)
Balance, May 31, 2022		—	$	—		107,483,450	$	107,483	$	5,161,532	$	(17,112,900	)	$	(11,843,885	)
Net loss for the year ended May 31, 2023		—		—		—		—		—		(760,690	)		(760,690	)
Balance, May 31, 2023		—	$	—		107,483,450	$	107,483	$	5,161,532	$	(17,873,590	)	$	(12,604,575	)

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

~~The accompanying notes are an integral part of these financial statements.~~F-4

~~F-5~~WEWARDS, INC.

~~WEWARDS,~~STATEMENTS ~~INC.~~OF STOCKHOLDERS' EQUITY (DEFICIT)

STATEMENTS OF CASH FLOWS



	Preferred Stock				Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity

Balance, May 31, 2022		—	$	—		107,483,450	$	107,483	$	5,161,532	$	(17,112,900	)	$	(11,843,885	)

Net loss for the year ended May 31, 2023		—		—		—		—		—		(760,690	)		(760,690	)

Balance, May 31, 2023		—	$	—		107,483,450	$	107,483	$	5,161,532	$	(17,873,590	)	$	(12,604,575	)

Net loss for the year ended May 31, 2024		—		—		—		—		—		(651,739	)		(651,739	)

Balance, May 31, 2024		—	$	—		107,483,450	$	107,483	$	5,161,532	$	(18,525,329	)	$	(13,256,314	)

	For the Years Ended
	May 31,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(760,690	)	$	(2,383,795	)
Adjustments to reconcile net loss to net cash used in operating activities:
Decrease (increase) in assets:
Prepaid expenses		(287	)		(51	)
Right-of-use asset		130,608			162,427
Increase (decrease) in liabilities:
Accounts payable		(15,000	)		(570	)
Accrued interest, related party		525,000			525,000
Operating lease obligation, related party		(130,608	)		(162,427	)
Net cash used in operating activities		(250,977	)		(1,859,416	)
NET CHANGE IN CASH		(250,977	)		(1,859,416	)
CASH AT BEGINNING OF PERIOD		1,140,382			2,999,798
CASH AT END OF PERIOD	$	889,405		$	1,140,382
SUPPLEMENTAL INFORMATION:
Interest paid	$	—		$	—
Income taxes paid	$	—		$	—

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

~~The accompanying notes are an integral part of these financial statements.~~F-5

~~F-6~~WEWARDS, INC.

~~WEWARDS,~~STATEMENTS ~~INC.~~OF CASH FLOWS

NOTES TO THE FINANCIAL STATEMENTS


	For the Years Ended
	May 31,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(651,739	)	$	(760,690	)
Adjustments to reconcile net loss to net cash used in operating activities:
Decrease (increase) in assets:
Prepaid expenses		100			(287	)
Right-of-use asset		—			130,608
Increase (decrease) in liabilities:
Accounts payable		—			(15,000	)
Accrued interest, related party		526,439			525,000
Operating lease obligation, related party		—			(130,608	)
Net cash used in operating activities		(125,200	)		(250,977	)

NET CHANGE IN CASH		(125,200	)		(250,977	)
CASH AT BEGINNING OF PERIOD		889,405			1,140,382

CASH AT END OF PERIOD	$	764,205		$	889,405

SUPPLEMENTAL INFORMATION:
Interest paid	$	—		$	—
Income taxes paid	$	—		$	—

~~NOTE~~The 1accompanying –notes ~~NATURE~~are OFan ~~BUSINESS~~integral ~~AND~~part ~~SIGNIFICANT~~of ~~ACCOUNTING~~these ~~POLICIES~~financial statements.

~~Nature of Business~~F-6

~~Wewards~~WEWARDS, ~~Inc~~INC. (“Wewards” or “the Company”) was incorporated in the state of Nevada on September 10, 2013 as Betafox Corp., with the initial intent to manufacture and sell color candles. On April 26, 2015, Giorgos Kallides (the “Seller”), entered into an agreement with Future Continental Limited (“Purchaser”), pursuant to which, on May 11, 2015, the Seller sold to Purchaser six million (6,000,000) shares of common stock of the Company (the “Shares”) owned by the Seller, constituting approximately 73.8% of the Company’s 8,130,000 issued and outstanding common shares at such time, for $340,000. In October 2015, the Purchaser sold the 6,000,000 Shares to Mr. Lei Pei, an affiliate of the Purchaser, in consideration of Mr. Pei’s agreement to serve as our director and CEO. On January 8, 2018, by consent of Lei Pei as the Company’s principal shareholder, the Company changed its name to Wewards, Inc. The Company’s corporate office is located in Las Vegas, Nevada.

WeNOTES ~~have~~TO ~~developed~~FINANCIAL and are the owner of a web-based platform accessible by mobile apps (the “Platform”) that will enable consumers to purchase goods from merchants and earn rebates payable in the form of Bitcoin. The Platform provides an innovative Bitcoin rewards ecosystem. It is designed to transform traditional concepts of commerce into a cooperative society where both merchants and consumers are collaborating, utilizing Bitcoin to reward consumers. The ecosystem provides consumers with rewards each time they complete a challenge defined by a merchant. This is intended to make the ecommerce process beneficial to all market participants, and to help distribute commercial wealth among and between the merchants and consumers. We intend to generate revenue by licensing “white-label” versions of the Platform to third parties. However, to date, no such license agreement has been entered into, and we have not generated any revenues from the Platform.STATEMENTS

OnNOTE ~~April~~1 2,– ~~2020,~~NATURE weOF ~~purchased~~BUSINESS ~~intellectual~~AND ~~property rights~~SIGNIFICANT ~~(“IP”)~~ACCOUNTING from United Power, a Nevada corporation under common ownership with Lei Pei, our sole officer and director and majority shareholder, for cash consideration of $179,300, based on a price determined by an independent valuation.POLICIES

~~The~~Nature ~~IP consists~~ of technology and related rights associated with the game Megopoly, an MMO (Massively Multiplayer Online Game). Megopoly is an MMO board game where players are able to earn fractions of Bitcoins (satoshi) through buying, selling, and managing virtual real estate properties using in-game currency (Megopoly Coins). The game is similar in some respects to Monopoly.Business

~~The~~Wewards, ~~game~~Inc. ~~allows~~(“Wewards” ~~players~~or ~~around~~“the Company”) was incorporated in the ~~world~~state of Nevada on September 10, 2013 as Betafox Corp., with the initial intent to ~~interact~~manufacture ~~with~~and ~~each~~sell ~~other~~color ~~online~~candles. ~~Players~~On ~~travel~~April 26, 2015, Giorgos Kallides (~~move~~the “Seller”), ~~through~~entered ~~different~~into ~~parts~~an ofagreement awith ~~city~~Future Continental Limited (“Purchaser”), ~~earning~~pursuant ~~profit~~to bywhich, ~~investing~~on inMay ~~properties~~11, ~~charging~~2015, ~~rent~~the Seller sold to Purchaser six million (6,000,000) shares of ~~acquiring~~common ~~bonus~~stock ~~assets~~of the Company (the “Shares”) owned by the Seller, constituting approximately 73.8% of the Company’s 8,130,000 issued and ~~selling~~outstanding ~~their~~common ~~properties~~shares toat ~~other~~such ~~players~~time, for ~~in-game currency~~$340,000. AIn ~~player~~October is2015, ~~able~~the Purchaser sold the 6,000,000 Shares to ~~progress~~Mr. Lei Pei, an affiliate of the Purchaser, in consideration of Mr. Pei’s agreement to ~~higher~~serve ~~levels~~as our director and CEO. On January 8, 2018, by consent of ~~“cities”~~Lei atPei ~~any~~as ~~time~~the Company’s principal shareholder, the Company changed its name to Wewards, Inc. The Company’s corporate office is located in Las Vegas, Nevada.

~~The~~We ~~player’s~~have ~~goal~~developed inand ~~Megopoly~~are isthe toowner ~~earn~~of ~~Megopoly~~a web-based ~~Coins~~platform accessible by ~~investing~~mobile apps (the “Platform”) that will enable consumers to purchase goods from merchants and earn rebates payable in ~~properties~~the form of Bitcoin. The Platform provides an innovative Bitcoin rewards ecosystem. It is designed to transform traditional concepts of commerce into a cooperative society where both merchants and ~~collecting~~consumers ~~rent~~are ~~from~~collaborating, utilizing ~~other~~Bitcoin ~~players~~to reward consumers. ~~Players~~The ~~can~~ecosystem ~~keep~~provides ~~playing~~consumers ~~the~~with ~~game~~rewards ~~using~~each ~~their~~time ~~Megopoly~~they ~~Coins~~complete a challenge defined by a ~~for~~merchant. This is intended to make the ~~opportunity~~ecommerce process beneficial to ~~earn~~all ~~more~~market ~~coins~~participants, orand ~~they~~to ~~can~~help ~~exchange~~distribute ~~those~~commercial ~~coins~~wealth among ~~for~~and ~~Bitcoins~~between ~~based~~the onmerchants ~~real~~and consumers. We intend to generate revenue by licensing “white-~~time~~label” ~~market~~versions ~~exchange~~of ~~rates~~the Platform to third parties. However, to date, no such license agreement has been entered into, and we have not generated any revenues from the Platform.

~~Megopoly~~On isApril ~~playable~~2, at2020, ~~any~~we ~~time~~purchased ~~through~~intellectual ~~a web browser~~property onrights a(“IP”) ~~PC,~~from ~~tablet~~United ~~or smart phone~~Power, ina ~~both~~Nevada ~~Chinese~~corporation under ~~and~~common ~~English.~~ownership ~~The~~with Lei ~~game~~Pei, ~~has~~our ~~been~~sole ~~designed~~officer ~~for~~and ~~players~~director ofand ~~all~~majority ~~skill levels. To date~~shareholder, wefor ~~have not~~cash ~~generated~~consideration ~~any~~of ~~revenue~~$179,300, ~~from~~based ~~Megopoly~~on ~~other~~a ~~than~~price ~~pursuant~~determined by toan ~~related~~independent ~~party agreements as described below~~valuation.

The ~~Company~~IP ~~entered into an agreement in January~~consists of ~~2021~~technology ~~with Sandbx Corp., a separate company owned by the Chief Operating Officer of United Power~~ and FLrelated ~~Galaxy,~~rights ~~related~~associated ~~parties~~with to the ~~Company,~~game ~~as our Chief Executive Officer~~Megopoly, ~~Lei~~an ~~Pei,~~MMO is(Massively ~~also~~Multiplayer ~~the~~Online ~~Chief~~Game). ~~Executive~~Megopoly ~~Officer~~is ofan ~~United~~MMO ~~Power~~board ~~and FL Galaxy to further develop the Megopoly~~ game, ~~under~~where ~~which~~players ~~the~~are ~~Company~~able ~~paid~~to ~~Sandbx~~earn ~~Corp.~~fractions ~~monthly fees~~ of ~~$168,500, resulting~~Bitcoins in(satoshi) $1through buying,~~622,500~~ ~~of related party software development costs for the year ended May 31~~selling, ~~2022.~~and ~~The~~managing ~~development~~virtual ~~agreement~~real ~~with Sandbx~~estate ~~Corp.~~properties ~~was~~using ~~terminated~~in-game ~~with~~currency ~~the completion of~~ (Megopoly ~~in December of 2021~~Coins). The ~~Company~~game ~~did not generate any revenue, or incur any software development costs, during our fiscal years ended May 31, 2023 or 2022, and~~ is ~~now~~similar ~~actively~~in ~~seeking~~some ~~licensing~~respects ~~arrangements~~ to ~~bring the game to market~~Monopoly.

~~Basis~~The game allows players around the world to interact with each other online. Players travel (move) through different parts of ~~Accounting~~a city, earning profit by investing in properties, charging rent, acquiring bonus assets, and selling their properties to other players for in-game currency. A player is able to progress to higher levels of “cities” at any time.

The ~~accompanying~~player’s ~~financial~~goal ~~statements~~in ~~have~~Megopoly ~~been~~is ~~prepared in~~to ~~conformity~~earn ~~with~~Megopoly Coins ~~accounting~~by ~~principles~~investing ~~generally~~in ~~accepted~~properties inand ~~the~~collecting ~~United~~rent ~~States~~from ofother ~~America~~players. ~~and~~Players ~~the~~can ~~rules~~keep ofplaying the ~~Securities~~game ~~and~~using ~~Exchange Commission~~their ~~(SEC).~~Megopoly ~~All~~Coins for ~~references~~the opportunity to ~~Generally~~earn ~~Accepted~~more ~~Accounting~~coins, ~~Principles~~or ~~(“GAAP”)~~they ~~are~~can inexchange ~~accordance~~those ~~with~~coins ~~The~~for ~~FASB~~Bitcoins ~~Accounting Standards~~based ~~Codification~~on ~~(“ASC”)~~real-time ~~and~~market ~~the~~exchange ~~Hierarchy of Generally Accepted Accounting Principles~~rates.

~~F-7~~Megopoly is playable at any time through a web browser on a PC, tablet or smart phone, in both Chinese and English. The game has been designed for players of all skill levels. To date, we have not generated any revenue from Megopoly other than pursuant to related party agreements as described below.

~~WEWARDS~~The Company entered into an agreement in January of 2021 with Sandbx Corp., ~~INC~~a company owned by the Chief Operating Officer of United Power and FL Galaxy, related parties to the Company, as our Chief Executive Officer, Lei Pei, is also the Chief Executive Officer of United Power and FL Galaxy, to further develop the Megopoly game, under which the Company paid Sandbx Corp.~~NOTES~~ monthly TOfees ~~THE~~of ~~FINANCIAL~~$168,500, ~~STATEMENTS~~resulting in $1,622,500 of related party software development costs for the year ended May 31, 2022. The development agreement with Sandbx Corp. was terminated with the completion of Megopoly in December of 2021. The Company did not generate any revenue, or incur any software development costs, during our fiscal years ended May 31, 2024 or 2023, and is now actively seeking licensing arrangements to bring the game to market.

~~Use~~Basis of ~~Estimates~~Accounting

The ~~preparation~~accompanying of financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ~~requires management to make estimates~~ and ~~assumptions~~the ~~that may~~rules ~~affect~~of the ~~reported~~Securities ~~amounts~~and ofExchange Commission ~~assets~~(SEC). ~~and~~All ~~liabilities~~references ~~and~~to ~~disclosure~~Generally ofAccepted ~~contingent~~Accounting ~~assets~~Principles ~~and~~(“GAAP”) ~~liabilities~~are atin ~~the~~accordance ~~date~~with ofThe ~~the financial~~Financial ~~statements~~Accounting ~~and~~Standards ~~the~~Board ~~reported~~(“FASB”) ~~amounts~~Accounting ofStandards ~~revenues~~Codification (“ASC”) and ~~expenses during~~ the ~~reporting~~Hierarchy ~~period.~~of ~~Actual~~Generally ~~results~~Accepted Accounting ~~could differ from these estimates~~Principles.

~~Concentrations of Credit Risk~~F-6

~~The Company maintains cash in bank deposit accounts~~WEWARDS, ~~the~~ ~~balances of which at times may exceed federally insured limits~~INC.NOTES ~~Accounts~~TO ~~are~~FINANCIAL guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to $250,000 under current regulations. The Company had approximately $640,755 and $890,382 in excess of FDIC insured limits at May 31, 2023 and 2022, respectively. The Company has not experienced any losses in such accounts.STATEMENTS

~~Fair~~Use ~~Value~~ of ~~Financial Instruments~~Estimates

The ~~Company~~preparation ~~adopted~~of ~~ASC~~financial ~~820,~~statements ~~Fair~~in ~~Value Measurements~~conformity ~~and~~with ~~Disclosures~~accounting ~~(ASC~~principles ~~820).~~generally ~~ASC~~accepted ~~820~~in ~~defines~~the ~~fair~~United ~~value,~~States ~~establishes~~of aAmerica ~~three-level~~requires ~~valuation~~management ~~hierarchy~~to ~~for~~make ~~disclosures~~estimates and assumptions that may affect the reported amounts of ~~fair~~assets ~~value~~and ~~measurement~~liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and ~~enhances~~the ~~disclosure~~reported ~~requirements~~amounts ~~for~~of ~~fair~~revenues ~~value~~and ~~measures~~expenses during the reporting period. ~~The~~Actual ~~three~~results ~~levels~~could ~~are~~differ ~~defined~~from asthese ~~follows:~~estimates.

-Concentrations ~~Level~~of 1Credit ~~inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.~~Risk

-The ~~Level~~Company 2maintains ~~inputs~~cash toin bank deposit accounts, the ~~valuation~~balances ~~methodology~~of ~~include~~which ~~quoted~~at ~~prices~~times ~~for~~may ~~similar~~exceed ~~assets~~federally ~~and~~insured ~~liabilities~~limits. inAccounts ~~active~~are ~~markets~~guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to $250,000 ~~and~~under ~~inputs~~current ~~that~~regulations. ~~are~~The ~~observable~~Company ~~for~~had ~~the~~approximately ~~asset~~$514,205 orand ~~liability~~$640,755 ~~either~~in ~~directly~~excess orof ~~indirectly~~FDIC insured limits at May 31, ~~for~~2024 ~~substantially~~and ~~the~~2023, ~~full~~respectively. ~~term~~The ofCompany ~~the~~has ~~financial~~not ~~instrument~~experienced any losses in such accounts.

-Fair ~~Level~~Value 3of ~~inputs~~Financial ~~to valuation methodology are unobservable and significant to the fair measurement.~~Instruments

The ~~carrying~~Company ~~value~~adopted ofASC ~~cash~~820, ~~accounts~~Fair ~~payables~~Value ~~and~~Measurements ~~accrued~~and ~~expenses~~Disclosures ~~are~~(ASC ~~estimated~~820). byASC ~~management~~820 todefines ~~approximate~~ fair value, ~~primarily~~establishes ~~due~~a tothree-level ~~the~~valuation ~~short-term~~hierarchy ~~nature~~for disclosures of ~~the~~fair ~~instruments~~value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:

~~Impairment~~- Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. - Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of ~~Long~~ the financial instrument. -~~Lived~~ ~~Assets~~Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.

~~Long-lived~~The ~~assets held and used by the Company are reviewed for possible impairment whenever events or circumstances indicate the~~ carrying ~~amount~~value of ~~an asset may not be recoverable or is impaired. Recoverability is assessed using undiscounted~~ cash, ~~flows~~accounts ~~based~~payables ~~upon historical results~~ and ~~current projections of earnings before~~ ~~interest~~accrued ~~and~~expenses ~~taxes.~~are ~~Impairment~~estimated isby ~~measured~~management ~~using discounted cash flows of future operating results based upon a rate that corresponds~~ to ~~the~~approximate ~~cost~~fair ofvalue ~~capital.~~primarily ~~Impairments~~due ~~are recognized in operating results~~ to the ~~extent~~short-term ~~that~~nature ~~carrying value exceeds discounted cash flows~~ of ~~future~~the ~~operations~~instruments.

~~Convertible~~Impairment ~~Instruments~~of Long-Lived Assets

The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result of this accounting treatment is that the fair value of the derivative is markedLong-~~to-market~~lived ~~each~~assets ~~balance~~held ~~sheet date~~ and ~~recorded~~used asby ~~a liability. In~~ the ~~event~~Company ~~that the fair~~are ~~value~~reviewed isfor ~~recorded~~possible asimpairment awhenever ~~liability,~~events ~~the~~or ~~change~~circumstances inindicate ~~fair value is recorded in~~ the ~~statement~~carrying amount of ~~operations~~an asasset ~~other~~may ~~income~~not ~~(expense).~~be ~~Upon conversion~~recoverable or ~~exercise of a derivative instrument, the instrument~~ is ~~marked to fair value at the conversion date and then that fair value~~ ~~is reclassified to equity~~impaired. ~~Equity~~Recoverability ~~instruments~~is ~~that~~assessed ~~are~~using ~~initially~~undiscounted ~~classified~~cash asflows ~~equity~~based ~~that~~upon ~~become~~historical ~~subject~~results toand ~~reclassification~~current ~~under~~projections ~~ASC Topic 815 are reclassified to liabilities at the fair value~~ of ~~the~~earnings ~~instrument on the reclassification date. We analyzed the derivative~~before ~~financial~~interest ~~instruments~~and ~~(the Convertible Notes), in accordance with ASC 815~~taxes. ~~The~~Impairment ~~objective~~ is tomeasured ~~provide~~using ~~guidance~~discounted ~~for~~cash ~~determining~~flows ~~whether an~~of ~~equity-linked~~future ~~financial~~operating ~~instrument~~results isbased ~~indexed~~upon ~~to an entity’s own stock. This determination is needed for~~ a ~~scope~~rate ~~exception~~that ~~which~~corresponds ~~would enable a derivative instrument~~ to ~~be accounted for under~~ the ~~accrual~~cost ~~method. The classification~~ of a non-derivative instrument that falls within the scope of ASC 815-40-05 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” also hinges on whether the instrument is indexed to an entity’s own stockcapital. AImpairments ~~non-derivative~~are ~~instrument that~~recognized ~~is not indexed to an entity’s own stock cannot be classified as equity and must be accounted for as a liability. There is a two-step approach~~ in ~~determining~~operating ~~whether~~results ~~an instrument or embedded feature is indexed~~ to ~~an entity’s own stock. First,~~ the ~~instrument's contingent~~extent ~~exercise provisions, if any, must be evaluated, followed by an evaluation of the instrument's settlement provisions. The Company utilized multinomial lattice models~~ that carrying value ~~the~~exceeds ~~derivative liability within the notes based on a probability weighted~~ discounted cash ~~flow~~ ~~model. The Company utilized the fair value standard set forth by the Financial Accounting Standards Board, defined as the amount~~flows atof ~~which~~future ~~the assets (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than in a forced or liquidation sale~~operations.

~~F-8~~Convertible Instruments

~~WEWARDS~~The Company evaluates its convertible instruments, options, ~~INC~~warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.~~NOTES~~” TOThe ~~THE~~result ~~FINANCIAL~~of ~~STATEMENTS~~this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. We analyzed the derivative financial instruments (the Convertible Notes), in accordance with ASC 815. The objective is to provide guidance for determining whether an equity-linked financial instrument is indexed to an entity’s own stock. This determination is needed for a scope exception which would enable a derivative instrument to be accounted for under the accrual method. The classification of a non-derivative instrument that falls within the scope of ASC 815-40-05 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” also hinges on whether the instrument is indexed to an entity’s own stock. A non-derivative instrument that is not indexed to an entity’s own stock cannot be classified as equity and must be accounted for as a liability. There is a two-step approach in determining whether an instrument or embedded feature is indexed to an entity’s own stock. First, the instrument's contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instrument's settlement provisions. The Company utilized multinomial lattice models that value the derivative liability within the notes based on a probability weighted discounted cash flow model. The Company utilized the fair value standard set forth by the Financial Accounting Standards Board, defined as the amount at which the assets (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than in a forced or liquidation sale.

~~Revenue Recognition~~F-7

~~The Company recognizes revenue in accordance with ASC 606 — Revenue from Contracts with Customers. Under ASC 606~~WEWARDS, the Company recognizes revenue from the licensing of our software by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfiedINC.NOTES ~~All~~TO ~~revenues~~FINANCIAL to date have been recognized from licensing Megopoly and related IP to Sandbx Corp., a separate company owned by the Chief Operating Officer of United Power and FL Galaxy, related parties of the Company, as our Chief Executive Officer, Lei Pei, is also the Chief Executive Officer of United Power and FL Galaxy.STATEMENTS

WeRevenue derive revenue principally from licensing our intellectual property, including our game, and related extra content and services that can be utilized by players of our game. Our product and service offerings include, but are not limited to, licensing to third parties (“software license”) to distribute and host our games and content (“Online-Hosted Service Games”).Recognition

WeThe ~~evaluate~~Company recognizes revenue in accordance with ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the licensing of our software by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. All revenues to date have been recognized from licensing Megopoly and related IP to Sandbx Corp., a separate company owned by: the Chief Operating Officer of United Power and FL Galaxy, related parties of the Company, as our Chief Executive Officer, Lei Pei, is also the Chief Executive Officer of United Power and FL Galaxy.

·We ~~identifying~~derive ~~the~~revenue ~~contract~~principally from licensing our intellectual property, including our game, and related extra content and services that can be utilized by players of our game. Our product and service offerings include, but are not limited to, licensing to third parties (s“software license”) to ~~with~~distribute ~~the~~and ~~customer;~~host our games and content (“Online-Hosted Service Games”).

·We ~~identifying~~evaluate ~~the~~and ~~performance~~recognize revenue ~~obligations in the contract;~~by:

·• ~~determining~~identifying the ~~transaction~~contract(s) ~~price~~with the customer;

·• ~~allocating~~identifying the ~~transaction price to~~ performance obligations in the contract; ~~and~~

·• ~~recognizing~~determining ~~revenue as each performance obligation is satisfied through~~ the ~~transfer~~transaction ~~of a promised good or service to a customer (i.e., “transfer of control”).~~price;

~~Online-Hosted~~• ~~Service Games.~~allocating ~~Sales~~the oftransaction ~~our~~price ~~Online-Hosted Service Games are determined~~ to ~~have one distinct~~ performance ~~obligation:~~obligations ~~the~~in ~~online hosting. We recognize revenue from these arrangements as~~ the ~~service~~contract; ~~is provided through our licensing agreement(s).~~and

~~Licensing~~• ~~Revenue~~recognizing revenue as each performance obligation is satisfied through the transfer of a promised good or service to a customer (i.e., “transfer of control”).

~~We utilize third~~Online-~~party~~Hosted ~~licensees~~Service toGames. ~~distribute~~Sales ~~and~~of ~~host~~ our ~~games~~Online-Hosted ~~and~~Service ~~content~~Games inare ~~accordance~~determined ~~with~~to ~~license~~have ~~agreements,~~one ~~for~~distinct ~~which the licensees typically pay us a fixed minimum guarantee and/or sales-based royalties. These arrangements typically include multiple~~ performance ~~obligations,~~obligation: ~~such~~the asonline ~~a time-based license of software and future update rights~~hosting. We recognize as revenue afrom ~~portion~~these ofarrangements as the ~~minimum~~service ~~guarantee~~is ~~when~~provided wethrough ~~transfer~~our ~~control~~licensing ~~of the license of software~~ agreement(~~generally upon commercial launch~~s) ~~and the remaining portion ratably over the contractual term in which we provide the licensee with future update rights~~. ~~Any sales-based royalties are generally recognized as the related sales occur by the licensee.~~

~~Significant~~Licensing ~~Judgments around~~ Revenue ~~Arrangements~~

~~Identifying~~We ~~performance obligations.~~utilize ~~Performance~~third-party ~~obligations~~licensees to ~~promised~~distribute inand ahost ~~contract~~our ~~are~~games ~~identified~~and ~~based~~content onin ~~the~~accordance ~~goods~~with ~~and~~license ~~services~~agreements, ~~that~~for ~~will~~which ~~be transferred to~~ the ~~customer~~licensees ~~that~~typically ~~are~~pay ~~both~~us ~~capable~~a offixed ~~being~~minimum guarantee ~~distinct,~~and/or (isales-based royalties.~~e.,~~ ~~the~~These ~~customer~~arrangements ~~can~~typically ~~benefit~~include ~~from~~multiple ~~the~~performance ~~goods~~obligations, orsuch ~~services~~as ~~either~~a ontime-based ~~its own~~license orof ~~together~~software ~~with~~and ~~other~~future ~~resources~~update ~~that~~rights. ~~are~~We ~~readily~~recognize ~~available),~~as ~~and~~revenue ~~are~~a ~~distinct~~portion inof the ~~context~~minimum ofguarantee ~~the~~when ~~contract~~we ~~(i.e.,~~transfer itcontrol isof ~~separately~~the license ~~identifiable~~of ~~from~~software ~~other~~(generally ~~goods~~upon orcommercial ~~services~~launch) inand the ~~contract).~~remaining Toportion ~~the~~ratably ~~extent~~over athe ~~contract~~contractual ~~includes~~term ~~multiple~~in ~~promises,~~which we ~~must~~provide ~~apply~~the ~~judgment~~licensee towith ~~determine~~future ~~whether~~update ~~those promises are separate and distinct performance obligations~~rights. IfAny ~~these~~sales-based ~~criteria~~royalties are ~~not~~generally ~~met,~~recognized as the ~~promises~~related ~~are accounted~~sales ~~for~~occur asby athe ~~combined performance obligation~~licensee.

~~Determining~~Significant ~~the transaction~~Judgments ~~price.~~around ~~The~~Revenue transaction price is determined based on the consideration that we will be entitled to receive in exchange for transferring our goods and services to the customer. Determining the transaction price often requires judgment, based on an assessment of contractual terms and business practices. It further includes review of variable consideration such as discounts, sales returns, price protection, and rebates, which is estimated at the time of the transaction. In addition, the transaction price does not include an estimate of the variable consideration related to sales-based royalties. Sales-based royalties are recognized as the sales occur.Arrangements

~~Allocating~~Identifying ~~the transaction~~performance ~~price~~obligations. ~~Allocating~~Performance ~~the~~obligations ~~transaction~~promised ~~price~~in ~~requires~~a ~~that~~contract weare ~~determine~~identified anbased ~~estimate~~on of the ~~relative~~goods ~~stand-alone~~and ~~selling~~services ~~price~~that ~~for~~will ~~each~~be transferred ~~distinct~~to ~~performance~~the ~~obligation.~~customer ~~Determining~~that ~~the~~are ~~relative~~both ~~stand-alone~~capable ~~selling~~of ~~price~~being isdistinct, ~~inherently subjective~~(i.e., ~~especially~~the incustomer ~~situations where~~can webenefit dofrom ~~not~~the ~~sell~~goods ~~the~~or ~~performance~~services ~~obligation~~either on aits ~~stand-alone~~own or ~~basis~~together ~~(which~~with ~~occurs~~other inresources ~~the~~that ~~majority~~are ofreadily ~~our transactions~~available)., Inand ~~those~~are ~~situations, we~~distinct ~~determine~~in the ~~relative~~context ~~stand-alone~~of ~~selling~~the ~~price~~contract ~~based~~(i.e., onit ~~various~~is ~~observable~~separately identifiable ~~inputs~~from ~~using~~other ~~all~~goods ~~information~~or ~~that~~services isin ~~reasonably~~the ~~available~~contract). ~~Examples~~ ofTo ~~observable~~the ~~inputs~~extent ~~and~~a ~~information~~contract ~~include:~~includes ~~historical~~multiple ~~internal pricing data~~promises, ~~cost~~we ~~plus~~must ~~margin~~apply ~~analyses, third-party external~~judgment ~~pricing~~to ofdetermine ~~similar~~whether orthose ~~same~~promises ~~products~~are separate and ~~services~~distinct ~~such~~performance asobligations. ~~software~~If ~~licenses~~these ~~and~~criteria ~~maintenance~~are ~~support~~not ~~within~~met, the ~~enterprise~~promises ~~software industry.~~are ~~The~~accounted ~~results~~for ofas ~~our analysis resulted in~~ a ~~specific~~combined ~~percentage of the transaction price being allocated to each~~ performance obligation.

FDetermining the transaction price. The transaction price is determined based on the consideration that we will be entitled to receive in exchange for transferring our goods and services to the customer. Determining the transaction price often requires judgment, based on an assessment of contractual terms and business practices. It further includes review of variable consideration such as discounts, sales returns, price protection, and rebates, which is estimated at the time of the transaction. In addition, the transaction price does not include an estimate of the variable consideration related to sales-9based royalties. Sales-based royalties are recognized as the sales occur.

~~WEWARDS~~Allocating the transaction price. Allocating the transaction price requires that we determine an estimate of the relative stand-alone selling price for each distinct performance obligation. Determining the relative stand-alone selling price is inherently subjective, ~~INC~~especially in situations where we do not sell the performance obligation on a stand-alone basis (which occurs in the majority of our transactions).~~NOTES~~ TOIn ~~THE~~those ~~FINANCIAL~~situations, we ~~STATEMENTS~~determine the relative stand-alone selling price based on various observable inputs using all information that is reasonably available. Examples of observable inputs and information include: historical internal pricing data, cost plus margin analyses, third-party external pricing of similar or same products and services such as software licenses and maintenance support within the enterprise software industry. The results of our analysis resulted in a specific percentage of the transaction price being allocated to each performance obligation.

Determining the Estimated Offering Period. The offering period is the period in which we offer to provide the future update rights and/or online hosting for the game. Because the offering period is not an explicitly defined period, we must make an estimate of the offering period for the serviceF-related performance obligations (i.e., future update rights and online hosting). Determining the Estimated Offering Period is inherently subjective and is subject to regular revision. Generally, we consider the specified contract period of our software licenses and therefore, the offering period is estimated to be over the term of the license. We recognize revenue for future update rights and online hosting performance obligations ratably on a straight-line basis over this period as there is a consistent pattern of delivery for these performance obligations.8

~~Software~~WEWARDS, ~~Development~~INC.NOTES ~~Costs~~TO FINANCIAL STATEMENTS

~~The~~Determining ~~Company~~the ~~expenses software development costs, including~~Estimated ~~costs~~Offering toPeriod. ~~develop~~The ~~software~~offering ~~products~~period oris the ~~software~~period ~~component~~in ofwhich ~~products~~we offer to beprovide ~~sold,~~the ~~leased,~~future update rights and/or ~~marketed~~online tohosting ~~external~~for the ~~users,~~game. ~~before~~Because ~~technological feasibility~~the offering period is ~~reached.~~not ~~Technological~~an ~~feasibility~~explicitly isdefined ~~typically~~period, ~~reached~~we ~~shortly~~must ~~before~~make ~~the~~an ~~release~~estimate of ~~such~~the ~~products.~~offering ~~Software~~period ~~development~~for the service-related ~~costs~~performance ~~also~~obligations ~~include~~(i.e., ~~costs~~future toupdate ~~develop~~rights ~~software~~and toonline behosting). ~~used~~Determining ~~solely~~the toEstimated ~~meet~~Offering ~~internal~~Period ~~needs~~is inherently subjective and ~~cloud-based~~is ~~applications~~subject ~~used~~ to ~~deliver~~regular ~~our services~~revision. ~~The~~Generally, ~~Company~~we ~~capitalizes~~consider ~~development~~the ~~costs~~specified ~~related~~contract toperiod ~~these~~of our software ~~applications~~licenses ~~once~~and therefore, the ~~preliminary~~offering period ~~project~~is ~~stage~~estimated isto ~~complete and~~be itover isthe ~~probable~~term ~~that~~of the ~~project~~license. ~~will~~We berecognize ~~completed,~~revenue ~~and~~for ~~the~~future ~~software~~update ~~will~~rights beand ~~used~~online tohosting ~~perform~~performance ~~the~~obligations ratably ~~function~~on ~~intended.~~a ~~Capitalization ends,~~straight-line ~~and~~basis ~~amortization~~over ~~begins~~this ~~when~~period ~~the~~as ~~product~~there is ~~available~~a ~~for~~consistent ~~general~~pattern ~~release~~of todelivery ~~customers~~for these performance obligations.

~~Stock-Based~~Software ~~Compensation~~Development Costs

The Company ~~accounts~~expenses ~~for~~software ~~equity~~development ~~instruments~~costs, ~~issued~~including costs to ~~employees~~develop insoftware ~~accordance~~products ~~with~~or the ~~provisions~~software component of ~~ASC~~products ~~718~~to ~~Stock~~be ~~Compensation~~sold, ~~(ASC~~leased, ~~718)~~or ~~and~~marketed ~~Equity-Based~~to ~~Payments~~external tousers, ~~Non-employees~~before ~~pursuant~~technological tofeasibility ~~ASC~~is ~~2018-07 (ASC 2018-07)~~reached. ~~All~~Technological ~~transactions~~feasibility inis ~~which~~typically ~~goods~~reached orshortly ~~services~~before ~~are~~ the ~~consideration~~release ~~received~~of ~~for~~such ~~the~~products. ~~issuance~~Software ~~of equity instruments~~development ~~are~~costs ~~accounted~~also ~~for~~include ~~based~~costs onto ~~the~~develop ~~fair~~software ~~value~~to ofbe ~~the~~used ~~consideration~~solely ~~received~~to ormeet ~~the~~internal ~~fair~~needs ~~value~~and ofcloud-based ~~the~~applications ~~equity~~used ~~instrument~~to ~~issued,~~deliver ~~whichever is~~our ~~more reliably measurable~~services. The ~~measurement~~Company ~~date~~capitalizes ofdevelopment ~~the~~costs ~~fair~~related ~~value~~to ofthese ~~the~~software ~~equity~~applications ~~instrument~~once ~~issued is~~ the ~~earlier~~preliminary ofproject ~~the~~stage ~~date~~is ~~on which the~~complete ~~counterparty's~~and ~~performance~~it is ~~complete~~probable orthat the ~~date~~project atwill ~~which~~be acompleted, ~~commitment~~and ~~for~~the ~~performance~~software bywill ~~the~~be ~~counterparty~~used to ~~earn~~perform the ~~equity~~function ~~instruments~~intended. Capitalization isends, ~~reached~~and ~~because~~amortization ofbegins ~~sufficiently~~when ~~large~~the ~~disincentives~~product is available for ~~nonperformance~~general release to customers.

~~Basic~~Stock-Based ~~and Diluted Loss Per Share~~Compensation

~~Basic~~The ~~earnings~~Company ~~per~~accounts ~~share~~for ~~(“EPS”)~~equity ~~are~~instruments ~~computed~~issued byto ~~dividing~~employees ~~net~~in ~~income~~accordance (with the ~~numerator)~~provisions byof ~~the~~ASC ~~weighted~~718 ~~average~~Stock ~~number~~Compensation of(ASC ~~common~~718) ~~shares~~and ~~outstanding~~Equity-Based ~~for~~Payments ~~the~~to ~~period~~Non-employees pursuant to ASC 2018-07 (~~the~~ASC ~~denominator~~2018-07). ~~Diluted EPS~~All istransactions ~~computed~~in bywhich ~~dividing~~goods ~~net~~or ~~income~~services byare the ~~weighted~~consideration ~~average~~received ~~number~~for the issuance of ~~common~~equity ~~shares~~instruments are ~~and~~accounted ~~potential~~for ~~common~~based ~~shares~~on ~~outstanding~~the ~~(if~~fair ~~dilutive) during~~value ~~each~~of ~~period.~~the ~~Potential~~consideration ~~common~~received ~~shares~~or ~~include~~the ~~stock~~fair ~~options~~value of the equity instrument issued, ~~warrants~~whichever ~~and~~is more ~~restricted~~reliably ~~stock~~measurable. The ~~number~~measurement date of ~~potential~~the ~~common~~fair ~~shares outstanding~~value ~~relating~~of tothe ~~stock~~equity ~~options,~~instrument ~~warrants~~issued ~~and~~is ~~restricted~~the ~~stock~~earlier isof ~~computed~~the ~~using~~date on which the counterparty's ~~treasury~~performance ~~stock~~is ~~method.~~complete ~~For~~or the ~~periods~~date ~~presented, potential~~at ~~dilutive~~which ~~securities~~a ~~had~~commitment anfor ~~anti-dilutive~~performance ~~effect~~by ~~and~~the ~~were~~counterparty ~~not~~to ~~included~~earn in the ~~calculation~~equity ofinstruments is ~~diluted~~reached ~~net~~because ~~loss~~of ~~per~~sufficiently ~~common~~large ~~share~~disincentives for nonperformance.

~~Income~~Basic ~~Taxes~~and Diluted Loss Per Share

~~Deferred~~Basic ~~tax~~earnings ~~assets~~per ~~and~~share ~~liabilities~~(“EPS”) are ~~recognized~~computed ~~for~~by dividing net income (the ~~future~~numerator) ~~tax~~by ~~consequences~~the ~~attributable~~weighted toaverage ~~differences~~number ~~between~~of common shares outstanding for the ~~financial~~period ~~statement~~(the ~~carrying~~denominator). ~~amounts~~Diluted EPS is computed by dividing net income by the weighted average number of ~~existing~~common ~~assets~~shares and ~~liabilities and~~potential ~~their~~common ~~respective~~shares ~~tax~~outstanding ~~bases~~(if dilutive) during each period. ~~Deferred~~Potential ~~tax~~common ~~assets~~shares ~~and~~include ~~liabilities~~stock ~~are~~options, ~~measured~~warrants ~~using~~and ~~enacted~~restricted ~~tax~~stock. ~~rates~~The ~~expected~~number toof ~~apply~~potential tocommon ~~taxable~~shares ~~income~~outstanding inrelating ~~the~~to ~~years~~stock inoptions, ~~which~~warrants ~~those~~and ~~temporary~~restricted ~~differences~~stock ~~are~~is ~~expected~~computed tousing bethe ~~recovered~~treasury orstock ~~settled~~method. AFor ~~valuation~~the ~~allowance~~periods ~~is provided for~~presented, ~~significant~~potential ~~deferred~~dilutive ~~tax~~securities ~~assets~~had ~~when~~an itanti-dilutive iseffect ~~more~~and ~~likely~~were ~~than~~ not, ~~that~~included ~~such~~in ~~asset~~the ~~will~~calculation ~~not~~of bediluted ~~recovered~~net ~~through~~loss ~~future~~per ~~operations~~common share.

~~Uncertain~~Income ~~Tax Positions~~Taxes

InDeferred ~~accordance~~tax ~~with~~assets ~~ASC~~and ~~740,~~liabilities ~~“Income~~are ~~Taxes”~~recognized ~~(“ASC~~for ~~740”),~~ the ~~Company~~future ~~recognizes the~~ tax ~~benefit~~consequences ~~from~~attributable anto ~~uncertain~~differences ~~tax~~between ~~position~~the ~~only~~financial ifstatement itcarrying isamounts ~~more~~of ~~likely~~existing ~~than~~assets ~~not~~and ~~that~~liabilities ~~the~~and ~~tax~~their ~~position~~respective ~~will~~tax bebases. ~~capable~~Deferred oftax ~~withstanding~~assets ~~examination~~and byliabilities ~~the~~are ~~taxing~~measured ~~authorities~~using ~~based~~enacted ontax ~~the~~rates ~~technical~~expected ~~merits~~to ofapply ~~the~~to ~~position.~~taxable ~~These~~income ~~standards~~in ~~prescribe~~the ayears ~~recognition~~in ~~threshold~~which ~~and~~those ~~measurement~~temporary ~~attribute~~differences ~~for~~are ~~the~~expected ~~financial~~to ~~statement~~be ~~recognition~~recovered ~~and~~or ~~measurement~~settled. ~~of a~~A ~~tax~~valuation ~~position~~allowance ~~taken~~is orprovided ~~expected~~for significant todeferred ~~be taken in a~~ tax ~~return.~~assets ~~These~~when ~~standards~~it ~~also~~is ~~provide~~more ~~guidance~~likely onthan ~~de-recognition~~not, ~~classification, interest~~that ~~and~~such ~~penalties,~~asset ~~accounting~~will innot ~~interim~~be ~~periods,~~recovered ~~disclosure,~~through ~~and~~future ~~transition~~operations.

~~Various~~Uncertain ~~taxing~~Tax authorities may periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities.Positions

~~The~~In ~~assessment~~accordance ofwith ASC 740, “Income Taxes” (“ASC 740”), the Company’s recognizes the tax benefit from an uncertain tax position only if it is more likely than not that ~~relies~~the tax position will be capable of withstanding examination by the taxing authorities based on the ~~judgment~~technical merits of ~~management~~the toposition. These ~~estimate~~standards ~~the~~prescribe ~~exposures~~a ~~associated~~recognition ~~with~~threshold and measurement attribute for the ~~Company’s~~financial ~~various~~statement ~~filing~~recognition ~~positions~~and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

~~F-10~~Various taxing authorities may periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities.

~~WEWARDS,~~The ~~INC.NOTES~~assessment TOof ~~THE~~the ~~FINANCIAL~~Company’s ~~STATEMENTS~~tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions.

~~Recently Adopted Accounting Standards~~F-9

~~In July 2023~~WEWARDS, the FASB issued Accounting Standards Update (“ASU”) 2023-03 to amend various SEC paragraphs in the Accounting Standards Codification to primarily reflect the issuance of SEC Staff Accounting Bulletin NoINC.NOTES ~~120.~~TO ~~ASU~~FINANCIAL No. 2023-03, “Presentation of Financial Statements (Topic 205), Income Statement—Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation—Stock Compensation (Topic 718): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022 EITF Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280—General Revision of Regulation S-X: Income or Loss Applicable to Common Stock.” ASU 2023-03 amends the ASC for SEC updates pursuant to SEC Staff Accounting Bulletin No. 120; SEC Staff Announcement at the March 24, 2022 Emerging Issues Task Force (“EITF”) Meeting; and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280 - General Revision of Regulation S-X: Income or Loss Applicable to Common Stock. These updates were immediately effective and did not have a material impact on our financial statements.STATEMENTS

InRecently ~~March~~Adopted ~~2022,~~Accounting the FASB issued ASU No. 2022-02, amendments related to Troubled Debt Restructurings (“TDRs”) for all entities after they adopt 2016-13 and amendments related to vintage disclosures that affect public business entities with investments in financing receivables, under Financial Instruments-Credit Losses (Topic 326). The amendments in the accounting guidance for TDRs by creditors eliminates the recognition and measurement guidance for TDRs in Subtopic 310-40. The effective dates for the amendments in this Update are the same as the effective dates in Update 2016-13. The amendments in this Update should be applied prospectively, except for the transition method related to the recognition and measurement of TDRs, an entity has the option to apply a modified retrospective transition method, resulting in a cumulative-effect adjustment to retained earnings in the period of adoption. The Company is currently evaluating the potential impact on adoption of this ASU on its financial statements.Standards

In ~~June~~December ~~2016~~2023, the FASB issued Accounting Standards Update (“ASU”) ~~No. 2016~~2023-1309, ~~Financial~~“Income ~~Instruments~~Taxes ~~- Credit Losses~~ (Topic ~~326~~740): ~~Measurement~~Improvements ofto ~~Credit~~Income ~~Losses~~Tax ~~on Financial Instruments (“ASU 2016-13”)~~Disclosures.” ASU ~~2016~~2023-~~13 changes the impairment model for most financial assets and certain other instruments.~~09 ~~For~~requires ~~trade~~entities ~~and other receivables, held-~~to~~-maturity~~ ~~debt~~further ~~securities,~~enhance ~~loans,~~their ~~and~~income ~~other~~tax ~~instruments~~disclosures, ~~entities~~primarily ~~will~~through bethe ~~required~~standardization toand ~~use~~disaggregation aof ~~new~~information ~~forward-looking~~within ~~“expected~~an ~~loss”~~entity’s ~~model~~effective ~~that~~tax ~~generally~~rate ~~will~~reconciliation ~~result~~categories inand ~~the~~income ~~earlier~~taxes ~~recognition~~paid ofby ~~allowances for losses~~jurisdiction. The guidance ~~also~~will ~~requires~~be ~~increased disclosures. The amendments contained in ASU 2016-13 were originally~~ effective for fiscal years beginning after December 15, ~~2019,~~2024 ~~including~~with ~~interim~~early ~~periods~~adoption ~~within~~permitted. ~~those~~The ~~fiscal~~guidance ~~years~~is ~~for~~required ~~the~~to ~~Company.~~be Inapplied ~~November 2019, the~~on ~~FASB~~a ~~issued~~prospective basis ~~ASU~~with ~~No. 2019-10,~~the ~~which~~option ~~delayed~~to apply the ~~effective~~guidance ~~date~~retrospectively. ofThe ~~ASU~~Company ~~2016-13~~is ~~for~~currently ~~smaller~~evaluating ~~reporting~~whether ~~companies~~it ~~(as~~will ~~defined~~adopt by the guidance prospectively ~~U.S.~~or ~~Securities~~retroactively and ~~Exchange~~the ~~Commission~~impact ~~rules~~the ~~(“SRC”))~~guidance towill ~~fiscal~~have ~~years~~on ~~beginning~~its ~~after~~financial ~~December 15,~~statement ~~2022, including interim periods~~disclosures.

~~Early~~There ~~adoption~~are isno ~~permitted.~~other ~~The~~recently ~~Company~~issued ~~meets~~accounting ~~the~~pronouncements ~~definition~~that ~~of an SRC and is adopting~~ the ~~deferral~~Company ~~period~~has ~~for~~yet ~~ASU~~to ~~2016-13.~~adopt ~~The~~that ~~guidance~~are ~~requires~~expected ato ~~modified~~have ~~retrospective transition approach through~~ a ~~cumulative-~~material effect ~~adjustment to retained earnings as of the beginning of the period of adoption. The Company is currently evaluating the impact of the adoption of ASU 2016-13~~ on its financial ~~statements~~position, ~~but~~results ~~does not expect that the adoption~~ of ~~this~~operations, ~~standard~~or ~~will have~~cash ~~a material impact on its financial statements~~flows.

~~There~~NOTE ~~are~~2 no– ~~other~~GOING ~~recently issued accounting pronouncements that the Company has yet to adopt that are expected to have a material effect on its financial position, results of operations, or cash flows.~~CONCERN

~~NOTE~~As shown in the accompanying financial statements, the Company has incurred recurring losses from operations resulting in an accumulated deficit of $18,525,329 and had negative working capital of $2,756,314, –and ~~GOING~~as ~~CONCERN~~of May 31, 2024, the Company’s cash on hand may not be sufficient to sustain operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is actively pursuing licensing agreements to commence revenues. Since our CEO and majority shareholder, Mr. Pei, acquired control over the Company in May 2015, we have been wholly dependent upon him and his affiliated companies, to provide financing to us when needed, generally in the form of convertible loans. There can be no assurance that Mr. Pei will continue to make additional financing available to us when needed. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

AsThe ~~shown in the accompanying~~ financial statements, ~~the~~do ~~Company~~not ~~has~~include ~~incurred~~any ~~recurring~~adjustments that ~~losses~~might result from ~~operations~~the ~~resulting~~outcome ~~in an accumulated deficit~~ of ~~$17,873,590~~any ~~and~~uncertainty ~~had negative working capital of $4,604,575, and~~ as ~~of May 31, 2023, the Company’s cash on hand may not be sufficient~~ to ~~sustain operations. These factors raise substantial doubt about~~ the Company’s ability to continue as a going concern. ~~Management~~These ~~is actively pursuing~~financial ~~licensing~~statements ~~agreements~~also todo ~~commence~~not ~~revenues.~~include ~~Since~~any ~~our~~adjustments ~~CEO~~relating ~~and~~to ~~majority shareholder, Mr. Pei, acquired control over~~ the ~~Company~~recoverability ~~in May 2015, we have been wholly dependent upon him~~ and ~~his~~classification ~~affiliated~~of ~~companies,~~recorded toasset ~~provide financing to us when needed~~amounts, ~~generally~~or inamounts and ~~the~~classifications ~~form~~ of ~~convertible~~ ~~loans.~~liabilities ~~There can be no assurance~~ that ~~Mr. Pei will continue to make additional financing available to us when needed. The accompanying financial statements do not include any adjustments that~~ might be necessary ifshould the Company isbe unable to continue as a going concern.

~~The~~NOTE ~~financial~~3 ~~statements~~– doRELATED ~~not~~PARTY include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. These financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.TRANSACTIONS

~~NOTE~~Convertible 3Notes –Payable, ~~RELATED~~Related ~~PARTY TRANSACTIONS~~Party

~~Research~~As disclosed in Note 5, below, the Company has received a total of $10,500,000 in exchange for convertible notes owed to Sky Rover Holdings, Ltd (“Sky Rover”), an entity owned and ~~Development~~controlled by Mr. Pei. Sky Rover has since been dissolved, ~~Related~~and ~~Party~~Mr. Pei has assumed the debt as the beneficial owner.

OnNOTE ~~January~~ 4, ~~2021,~~– ~~the~~FAIR ~~Company~~VALUE ~~entered~~OF ~~into~~FINANCIAL a Statement of Work with Sandbx Corp., a related party, pursuant to which Sandbx has been engaged to provide software development and related services to further develop and improve Megopoly, the Company’s online MMO Game, at a rate of $50 per hour of service. The Company paid Sandbox $1,622,500 for services provided under this Statement of Work during the year ended May 31, 2022. The development agreement with Sandbx Corp. was terminated in December of 2021.INSTRUMENTS

FUnder FASB ASC 820-1110-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value.

~~WEWARDS,~~The ~~INC~~Company has certain financial instruments that must be measured under the new fair value standard.~~NOTES~~ TOThe ~~THE~~Company’s ~~FINANCIAL~~financial ~~STATEMENTS~~assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:

~~Convertible~~Level ~~Notes~~1 ~~Payable,~~- ~~Related~~Inputs ~~Party~~are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

AsLevel ~~disclosed~~2 - Inputs include quoted prices for similar assets and liabilities in ~~Note~~active 5markets, ~~below,~~quoted ~~the~~prices ~~Company~~for ~~has~~identical ~~received~~or asimilar ~~total~~assets ofor ~~$10,500,000~~liabilities in ~~exchange~~markets ~~for~~that ~~convertible~~are not ~~notes~~active, ~~owed~~inputs toother ~~Sky~~than ~~Rover~~quoted ~~Holdings, Ltd~~prices ~~(“Sky~~that ~~Rover”),~~are anobservable ~~entity~~for ~~owned~~the ~~and~~asset ~~controlled~~or byliability Mr(e. ~~Pei~~g., ~~Sky~~interest ~~Rover~~rates, ~~has~~yield ~~since been dissolved~~curves, etc.), and ~~Mr.~~inputs ~~Pei~~that ~~has~~are ~~assumed~~derived ~~the~~principally ~~debt~~from asor ~~the~~corroborated ~~beneficial~~by ~~owner~~observable market data by correlation or other means (market corroborated inputs).

~~NOTE~~Level 43 –- ~~FAIR~~Unobservable ~~VALUE~~inputs OFthat ~~FINANCIAL~~reflect our ~~INSTRUMENTS~~assumptions about the assumptions that market participants would use in pricing the asset or liability.

~~Under FASB ASC 820~~F-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value.

~~The~~WEWARDS, ~~Company has certain financial instruments that must be measured under the new fair value standard~~INC.NOTES ~~The~~TO ~~Company’s~~FINANCIAL ~~financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:~~STATEMENTS

~~Level~~The 1following -schedule ~~Inputs~~summarizes ~~are~~the ~~unadjusted~~valuation ~~quoted prices~~of infinancial ~~active~~instruments ~~markets~~at ~~for~~fair ~~identical~~value ~~assets~~on ora ~~liabilities~~recurring ~~that~~basis in the ~~Company~~balance ~~has~~sheets ~~the~~as ~~ability~~of toMay ~~access~~31, at2024 ~~the~~and ~~measurement~~2023, ~~date.~~respectively:

Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).


	Fair Value Measurements at May 31, 2024
	Level 1		Level 2		Level 3
Assets
Cash	$	764,205	$	—	$	—
Total assets		764,205		—		—
Liabilities
Convertible notes payable, related party		—		—		10,500,000
Total liabilities		—		—		10,500,000
Total	$	764,205	$	—	$	(10,500,000	)

Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.


	Fair Value Measurements at May 31, 2023
	Level 1		Level 2		Level 3
Assets
Cash	$	889,405	$	—	$	—
Total assets		889,405		—		—
Liabilities
Convertible notes payable, related party		—		—		10,500,000
Total liabilities		—		—		10,500,000
Total	$	889,405	$	—	$	(10,500,000	)

The ~~following~~fair ~~schedule~~values ~~summarizes~~of ~~the~~our ~~valuation~~related ~~of financial~~party ~~instruments~~debts atare ~~fair~~deemed to ~~value~~approximate onbook avalue, ~~recurring~~and ~~basis~~are inconsidered ~~the~~Level 2 ~~balance~~and ~~sheets~~3 inputs as ofdefined ~~May~~by ~~31,~~ASC ~~2023~~Topic ~~and 2022, respectively:~~820-10-35.

Schedule of valuation of financial instruments
	Fair Value Measurements at May 31, 2023
	Level 1		Level 2		Level 3
Assets
Cash	$	889,405	$	—	$	—
Total assets		889,405		—		—
Liabilities
Convertible notes payable, related party		—		—		10,500,000
Total liabilities		—		—		10,500,000
Total	$	889,405	$	—	$	(10,500,000	)

There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the years ended May 31, 2024 and 2023.

	Fair Value Measurements at May 31, 2022
	Level 1		Level 2		Level 3
Assets
Cash	$	1,140,382	$	—	$	—
Total assets		1,140,382		—		—
Liabilities
Convertible notes payable, related party		—		—		10,500,000
Total liabilities		—		—		10,500,000
Total	$	1,140,382	$	—	$	(10,500,000	)

F-11

~~The fair values of our related party debts are deemed to approximate book value~~WEWARDS, ~~and~~INC.NOTES ~~are~~TO ~~considered~~FINANCIAL ~~Level 2 and 3 inputs as defined by ASC Topic 820-10-35.~~STATEMENTS

~~There~~NOTE ~~were~~5 no– ~~transfers~~CONVERTIBLE ofNOTES ~~financial assets or liabilities between Level 1~~PAYABLE, ~~Level~~RELATED ~~2 and Level 3 inputs for the years ended May 31, 2023 and 2022.~~PARTY

~~F-12~~Convertible notes payable, related party consists of the following at May 31, 2024 and 2023, respectively:

WEWARDS, INC.NOTES TO THE FINANCIAL STATEMENTS


	May 31,		May 31,
	2024		2023

On February 26, 2017, Sky Rover, which is owned and controlled by Mr. Pei, agreed to loan up to $20,000,000 to the Company, of which $8,000,000 was loaned on February 28, 2017. Sky Rover was issued an unsecured, 5%, convertible promissory note which is due on May 31, 2027 (as extended), and is, in whole or in part, at the option of the holder, convertible into common shares at any time before the due date, at a conversion price of $0.08 per share (subject to adjustment in the event of stock splits, forward splits, recapitalizations, a merger, etc.). At the option of the Company, the interest may also be paid by issuing restricted shares of common stock, at the same conversion price per share. On June 26, 2018, the Company repaid $4,000,000 of principal of this loan. In addition, Sky Rover converted $1,500,000 of principal of this loan into common shares at the conversion price of $0.08 per share into a total of 18,750,000 shares. Sky Rover waived accrued and unpaid interest of $363,904, which was credited to additional paid in capital. As of May 31, 2024, there is $908,303 of accrued interest due on this loan.	$	2,500,000	$	2,500,000

On November 20, 2017, Sky Rover loaned an additional $8,000,000 to the Company. Sky Rover was issued an unsecured, 5%, convertible promissory note which is due on May 31, 2027 (as extended), and is, in whole or in part, at the option of the holder, convertible into common shares at any time before the due date, at a conversion price of $0.08 per share (subject to adjustment in the event of stock splits, forward splits, recapitalizations, a merger, etc.). At the option of the Company, the interest may also be paid by issuing restricted shares of common stock, at the same conversion price per share. As of May 31, 2024, there is $2,612,603 of accrued interest on this loan.		8,000,000		8,000,000

Total convertible notes payable, related party		10,500,000		10,500,000
Less: current portion		—		2,500,000
Convertible notes payable, related party, less current portion	$	10,500,000	$	8,000,000

~~NOTE~~If 5Sky –Rover ~~CONVERTIBLE~~converts ~~NOTES~~the ~~PAYABLE~~remaining $10,500,000 ~~RELATED~~of principal ~~PARTY~~on the Convertible Notes at the present conversion price of $0.08 per share into 131,250,000 shares, then those shares, plus the 101,353,450 shares Mr. Pei currently owns, would give him beneficial ownership of 232,603,450 shares of the Company’s 238,733,450 then-issued and outstanding shares (assuming that no other shares are issued prior to conversion), which would approximate 97.4% of the then-outstanding shares.

~~Convertible~~The ~~notes~~Company ~~payable~~recognized $526,439 and $525,000 of interest expense on related party ~~consists of~~convertible notes for the ~~following~~years atended May 31, ~~2023~~2024 and ~~2022~~May 31, 2023, respectively:.

Schedule of convertible notes payable, related party
	May 31,		May 31,
	2023		2022
On February 26, 2017, Sky Rover, which is owned and controlled by Mr. Pei, agreed to loan up to $20,000,000 to the Company, of which $8,000,000 was loaned on February 28, 2017. Sky Rover was issued an unsecured, 5%, convertible promissory note which is due on February 28, 2024 (as extended), and is, in whole or in part, at the option of the holder, convertible into common shares at any time before the due date, at a conversion price of $0.08 per share (subject to adjustment in the event of stock splits, forward splits, recapitalizations, a merger, etc.). At the option of the Company, the interest may also be paid by issuing restricted shares of common stock, at the same conversion price per share. On June 26, 2018, the Company repaid $4,000,000 of principal of this loan. In addition, Sky Rover converted $1,500,000 of principal of this loan into common shares at the conversion price of $0.08 per share into a total of 18,750,000 shares. Sky Rover waived accrued and unpaid interest of $363,904, which was credited to additional paid in capital. As of May 31, 2023, there is $782,960 of accrued interest due on this loan.	$	2,500,000	$	2,500,000
On November 20, 2017, Sky Rover loaned an additional $8,000,000 to the Company. Sky Rover was issued an unsecured, 5%, convertible promissory note which is due on November 20, 2024 (as extended), and is, in whole or in part, at the option of the holder, convertible into common shares at any time before the due date, at a conversion price of $0.08 per share (subject to adjustment in the event of stock splits, forward splits, recapitalizations, a merger, etc.). At the option of the Company, the interest may also be paid by issuing restricted shares of common stock, at the same conversion price per share. As of May 31, 2023, there is $2,211,507 of accrued interest on this loan.		8,000,000		8,000,000
Total convertible notes payable, related party		10,500,000		10,500,000
Less: current portion		2,500,000		—
Convertible notes payable, related party, less current portion	$	8,000,000	$	10,500,000

NOTE 6 –STOCKHOLDERS’ EQUITY

IfPreferred Sky Rover converts the remaining $10,500,000 of principal on the Convertible Notes at the present conversion price of $0.08 per share into 131,250,000 shares, then those shares, plus the 101,353,450 shares Mr. Pei currently owns, would give him beneficial ownership of 232,603,450 shares of the Company’s 238,733,450 then-issued and outstanding shares (assuming that no other shares are issued prior to conversion), which would approximate 97.4% of the then-outstanding shares.Stock

The Company ~~recognized~~has ~~$525~~authorized “blank check” preferred stock of 50,000,000 ofshares, ~~interest~~par ~~expense~~value $0.001 per share. The voting powers, conversion features, if any, designations, preferences, onlimitations, ~~related~~restrictions ~~party~~and ~~convertible~~other ~~notes~~rights ~~for~~of each series of preferred stock shall be prescribed by resolution of the ~~years~~Board ~~ended~~of ~~May 31, 2023~~Directors at ~~and 2022~~the time a specific series of preferred stock is designated. None of the preferred shares have been designated or issued as of the date of this Report.

~~F-13~~Common Stock

~~WEWARDS~~The Company has 500,000,000 ~~INC~~authorized shares of $0.~~NOTES~~001 par TOvalue ~~THE~~Common ~~FINANCIAL~~Stock, ~~STATEMENTS~~and had 107,483,450 shares issued and outstanding as of May 31, 2024.

~~NOTE 6 – COMMITMENTS AND CONTINGENCIES~~ F- ~~LEASE~~12

~~The Company leases its current corporate headquarters at 2960 West Sahara Avenue~~WEWARDS, ~~Las Vegas, NV 89102, under a five-year sublease from Future Property Limited~~INC.NOTES ~~The~~TO ~~sublease~~FINANCIAL provides for base monthly rent of $15,000. The Company is occupying the space for executive and administrative offices. The lease expired on February 28, 2023, and was amended to continue on a month-to-month basis at $15,000 per month. Rent expense for each of the years ended May 31, 2023 and 2022 was $180,000. The Company has accounted for the lease, as follows:STATEMENTS

~~The~~NOTE ~~components~~7 of- ~~lease~~INCOME ~~expense were as follows:~~TAX

Schedule of components of lease expense
	For the Years Ended
	May 31,
	2023		2022
Operating lease cost:
Amortization of right-of-use assets	$	130,608	$	162,427
Interest on lease liabilities		4,392		17,573
Lease payments on short term leases		45,000		—
Total operating lease cost	$	180,000	$	180,000

The Company accounts for income taxes under FASB ASC 740-10, which requires use of the liability method. FASB ASC 740-10-25 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences.

~~Supplemental~~For ~~balance~~the ~~sheet~~years ~~information~~ended ~~related~~May 31, 2024 and 2023, the Company incurred a net operating loss and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to ~~leases~~the ~~was~~uncertainty asof ~~follows:~~the realization of any tax assets. At May 31, 2024, the Company had approximately $9,021,000 of federal net operating losses. The net operating loss carry forwards, if not utilized, will begin to expire in 2034.

Schedule of Supplemental balance sheet information
	May 31,			May 31,
	2023			2022
Operating lease:
Operating lease assets	$	—		$	130,608
Current portion of operating lease liabilities	$	—		$	130,608
Noncurrent operating lease liabilities		—			—
Total operating lease liability	$	—		$	130,608
Weighted average remaining lease term:
Operating leases		None			0.75 years
Weighted average discount rate:
Operating lease		8.00	%		8.00	%

The effective income tax rate for the years ended May 31, 2024 and 2023 consisted of the following:

Supplemental cash flow and other information related to operating leases was as follows:

Schedule of effective income tax rate
	May 31,
	2024			2023
Federal statutory income tax rate		21	%		21	%
State income taxes		—	%		—	%
Change in valuation allowance		(21	%)		(21	%)
Net effective income tax rate		—			—

Schedule of Supplemental cash flow and other information related to operating leases
	For the Years Ended
	May 31,
	2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used for operating leases	$	130,608	$	162,427

The components of the Company’s deferred tax asset are as follows:

Rent expense was $180,000 and $180,000 for the years ended May 31, 2023 and 2022, respectively.

Schedule of deferred tax asset
	May 31,
	2024			2023
Deferred tax assets:
Net operating loss carry forwards	$	1,894,000		$	1,869,000

Net deferred tax assets before valuation allowance	$	1,894,000		$	1,869,000
Less: Valuation allowance		(1,894,000	)		(1,869,000	)
Net deferred tax assets	$	—		$	—

~~F-14~~Based on the available objective evidence, including the Company’s history of its loss, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at May 31, 2024 and 2023, respectively.

~~WEWARDS~~In accordance with FASB ASC 740, ~~INC.NOTES~~the TOCompany ~~THE~~has ~~FINANCIAL~~evaluated its ~~STATEMENTS~~tax positions and determined there are no uncertain tax positions.

NOTE 78 – ~~STOCKHOLDERS’~~SUBSEQUENT ~~EQUITY~~EVENTS

~~Preferred~~In ~~Stock~~accordance with ASC 855-10, management has performed an evaluation of subsequent events through the date that the financial statements were available to be issued and has determined that it does not have any material subsequent events to disclose in these financial statements.

The Company has authorized “blank check” preferred stock of 50,000,000 shares, par value $0.001 per share. The voting powers, conversion features, if any, designations, preferences, limitations, restrictions and other rights of each series of preferred stock shall be prescribed by resolution of the Board of Directors at the time a specific series of preferred stock is designated. None of the preferred shares have been designated or issued as of the date of this Report.F-13

~~Common~~ITEM 9. ~~Stock~~Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

~~The Company has 500,000,000 authorized shares of $0.001 par value Common Stock, and had 107,483,450 shares issued and outstanding as of May 31, 2023.~~None

~~NOTE~~ITEM 89A. -Controls ~~INCOME~~and ~~TAX~~Procedures

~~The~~Evaluation ~~Company accounts for income taxes under FASB ASC 740-10, which requires use~~ of ~~the~~Disclosure ~~liability~~Controls ~~method. FASB ASC 740-10-25 provides that deferred tax assets~~ and ~~liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences.~~Procedures

~~For~~Our management, with the ~~years~~participation of ~~ended~~our Principal Executive Officer and our Principal Financial Officer, who is one and the same, evaluated the effectiveness of our disclosure controls and procedures as of May 31, ~~2023~~2024 (the “Evaluation Date”). The term “disclosure controls and ~~2022~~procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the ~~Company~~Exchange Act, means controls and other procedures of a company that ~~incurred~~are designed to ensure that information required to be disclosed by a ~~net~~company ~~operating~~in ~~loss~~the ~~and~~reports that it files or submits under the Exchange Act is recorded, ~~accordingly~~processed, nosummarized ~~provision~~and ~~for~~reported, ~~income~~within ~~taxes~~the ~~has~~time ~~been~~periods ~~recorded~~specified in the SEC's rules and forms. InDisclosure ~~addition~~controls and procedures include, nowithout ~~benefit~~limitation, ~~for~~controls ~~income~~and ~~taxes has~~procedures ~~been~~designed ~~recorded~~to ~~due~~ensure that information required to be disclosed by a company in the ~~uncertainty~~reports ofthat it files or submits under the ~~realization~~Exchange ofAct ~~any~~is ~~tax~~accumulated ~~assets.~~and Atcommunicated ~~May~~to ~~31,~~the ~~2023~~company's management, ~~the~~including its ~~Company~~principal ~~had~~executive ~~approximately~~and $8principal financial officers,~~900~~ as appropriate,~~000 of~~ ~~federal~~to ~~net~~allow ~~operating~~timely ~~losses~~decisions regarding required disclosure. ~~The~~Management recognizes ~~net~~that ~~operating~~any ~~loss~~controls ~~carry~~and ~~forwards~~procedures, ifno ~~not~~matter ~~utilized~~how well designed and operated, ~~will~~can ~~begin~~provide toonly ~~expire~~reasonable assurance of achieving their objectives and management necessarily applies its judgment in ~~2034~~evaluating the cost-benefit relationship of possible controls and procedures.

~~The~~Based ~~effective~~upon ~~income~~that ~~tax~~evaluation, ~~rate~~our Chief ~~for~~Executive Officer and Chief Financial Officer, who is one and the ~~years~~same, ~~ended~~have concluded, as of the end of the period covered by this ~~May~~Annual 31Report, ~~2023~~that our disclosure controls and ~~2022~~ ~~consisted~~procedures were not effective as a result of the ~~following:~~identified material weakness in internal control over financial reporting, the nature of which is summarized below.

Schedule of effective income tax rate
	May 31,
	2023			2022
Federal statutory income tax rate		21	%		21	%
State income taxes		—	%		—	%
Change in valuation allowance		(21	)%		(21	)%
Net effective income tax rate		—			—

Management's Annual Report on Internal Control Over Financial Reporting

~~The~~Management ~~components~~is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the ~~Company’s~~Exchange Act. ~~deferred~~Internal ~~tax~~control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial ~~asset~~reporting and the preparation of financial statements in accordance with GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are assubject to ~~follows:~~the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Schedule of deferred tax asset
	May 31,
	2023			2022
Deferred tax assets:
Net operating loss carry forwards	$	1,869,000		$	1,818,600
Net deferred tax assets before valuation allowance	$	1,869,000		$	1,818,600
Less: Valuation allowance		(1,869,000	)		(1,818,600	)
Net deferred tax assets	$	—		$	—

Management has conducted, with the participation of our Principal Executive Officer and our Principal Accounting Officer, who is one and the same, an assessment, including testing of the effectiveness, of our internal control over financial reporting as of Evaluation Date. Management's assessment of internal control over financial reporting was conducted using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013 Framework).

~~Based~~A onmaterial ~~the~~weakness ~~available~~is ~~objective~~a ~~evidence~~deficiency, ~~including~~ ~~the~~or ~~Company’s~~a ~~history~~combination of ~~its~~deficiencies, ~~loss~~in internal control over financial reporting, ~~management~~such ~~believes~~that itthere is ~~more~~a ~~likely~~reasonable ~~than~~possibility ~~not~~ that ~~the~~a ~~net~~material misstatement ~~deferred~~of ~~tax~~our ~~assets~~annual or interim financial statements will not be ~~fully realizable~~prevented or detected on a timely basis. ~~Accordingly,~~In ~~the~~connection ~~Company~~with ~~provided~~management's assessment ~~for~~of aour ~~full~~internal ~~valuation~~control ~~allowance~~over ~~against~~financial ~~its~~reporting ~~net~~as ~~deferred~~required ~~tax~~under ~~assets~~Section at404 ~~May~~of ~~31,~~the ~~2023~~Sarbanes-Oxley ~~and~~Act ~~2022~~of 2002, we have determined ~~respectively.~~that there were control deficiencies that constituted material weaknesses, as described below:

In1. ~~accordance~~We ~~with~~do ~~FASB~~not ~~ASC~~have ~~740~~an Audit Committee – While not being legally obligated to have an audit committee, it is management’ s view that such a committee, including a financial expert member, is an important entity level control over the Company’s ~~has~~financial ~~evaluated its~~statements. ~~tax~~Currently ~~positions~~the single-member Board of Directors acts in the capacity of the Audit Committee, and ~~determined~~does ~~there~~not ~~are~~include noa ~~uncertain~~member ~~tax~~that ~~positions~~is considered to be independent of management to provide the necessary oversight over management’s activities.

~~NOTE~~2. 9We did not maintain appropriate cash controls – ~~SUBSEQUENT~~As ~~EVENTS~~of May 31, 2024, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’ s bank accounts.

In3. ~~accordance~~Lack ~~with~~of ~~ASC~~segregation ~~855-10, management has performed an evaluation~~ of ~~subsequent~~duties ~~events~~– ~~through~~We ~~the~~have ~~date~~no ~~that~~employees ~~the~~other ~~financial~~than ~~statements~~our ~~were~~CEO ~~available~~and toCFO, bewho ~~issued~~are one and ~~has~~the ~~determined~~same ~~that it~~person. ~~does~~Therefore, ~~not~~all ~~have~~accounting ~~any~~information ~~material~~is ~~subsequent~~currently ~~events~~reviewed toonly ~~disclose~~by inone ~~these financial statements~~person.

~~F-15~~4. Related parties – The Company has no formal process related to the identification and approval of related party transactions.

~~ITEM~~Changes 9.in ~~CHANGES~~Internal INControl ~~AND~~over ~~DISAGREEMENTS~~Financial ~~WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.~~Reporting

~~None~~There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) or in other factors that occurred during the fourth fiscal quarter of 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9A9B. ~~CONTROLS~~Other ~~AND PROCEDURES~~Information

~~Evaluation~~During the quarter ended May 31, 2024, no director or officer of ~~Disclosure~~the ~~Controls~~Company adopted or terminated a contract, instruction or written plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and/or ~~Procedures~~a non-Rule 10b5-1 trading arrangement.

Our management, with the participation of our Principal Executive Officer and our Principal Financial Officer, who is one and the same, evaluated the effectiveness of our disclosure controls and procedures as of May 31, 2023 (the “Evaluation Date”). The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.12

~~Based~~PART upon that evaluation, our Chief Executive Officer and Chief Financial Officer, who is one and the same, have concluded, as of the end of the period covered by this Annual Report, that our disclosure controls and procedures were not effective as a result of the identified material weakness in internal control over financial reporting, the nature of which is summarized below.III

~~Management's~~ITEM ~~Annual~~10. ~~Report~~Directors, onExecutive Officers ~~Internal~~and ~~Control~~Corporate ~~Over Financial Reporting~~Governance

~~Management~~Set isforth ~~responsible~~below ~~for~~is ~~establishing~~information ~~and~~on ~~maintaining~~our ~~adequate~~sole ~~internal~~director ~~control over financial reporting, as defined in Rules 13a-15(f)~~ and ~~15d-15(f)~~executive ~~of the Exchange Act~~officer. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Name		Age		Position
Lei Pei		46		President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and sole Director

ALei ~~material~~Pei ~~weakness~~has been isour asole ~~deficiency, or~~director and executive officer since April 2015. Mr. Pei holds a ~~combination~~Bachelor’s ofdegree ~~deficiencies~~in International Economic Law from Nankai University, China and a Master’s degree in ~~internal~~International ~~control~~Business ~~over~~Law ~~financial~~from ~~reporting~~the University of Manchester, ~~such~~UK. ~~that~~Mr. ~~there~~Pei ishas previously served as a ~~reasonable~~consultant ~~possibility~~to ~~that~~global, atop ~~material misstatement~~10 oflaw ~~our~~firms ~~annual~~regarding orChinese ~~interim~~law ~~financial~~related ~~statements~~matters. ~~will~~Mr. ~~not~~Pei beserved ~~prevented~~as orLegal ~~detected~~Counsel onfor Liberty a& ~~timely~~Co. ~~basis~~Solicitors in London, UK, from 2002 to 2005. InHe ~~connection~~was a lawyer with ~~management's~~the Beijing Concord & Partners from 2005 to 2007, ~~assessment~~and then with the Beijing office of ~~our~~the ~~internal~~international ~~control~~law ~~over~~firm, ~~financial~~Hogan ~~reporting~~Lovells, from 2007 to 2008. He served as ~~required~~a ~~under~~Managing ~~Section~~Partner ~~404~~with King& ofBond Law Firm in Beijing from 2008 to 2010. From 2010 to 2013, Mr. Pei served as the ~~Sarbanes~~Co-~~Oxley~~founder ~~Act~~and General Manager of ~~2002~~Lawspirit Education Group Limited in Beijing, weChina. ~~have~~He ~~determined that~~is ~~there~~also ~~were~~the ~~control~~sole ~~deficiencies~~shareholder ~~that~~and ~~constituted~~officer ~~material~~of ~~weaknesses,~~Sky asRover ~~described~~Holdings, ~~below:~~Ltd.

1.Family We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is management’ s view that such a committee, including a financial expert member, is an important entity level control over the Company’s financial statements. Currently the single-member Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.Relationships

2None. We did not maintain appropriate cash controls – As of May 31, 2023, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’ s bank accounts.

3.Board ~~Lack~~Committees ~~of segregation of duties – We have no employees other than our CEO~~ and ~~CFO,~~Audit ~~who~~Committee ~~are~~Financial ~~one and the same person. Therefore, all accounting information is currently reviewed only by one person.~~Expert

11We do not currently have a standing audit, nominating or compensation committee of the board of directors, or any committee performing similar functions. Our board of directors performs the functions of audit, nominating and compensation committees. As of the date of this prospectus, no member of our board of directors qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Act.

4.Director ~~Related parties – The Company has no formal process related to the identification and approval of related party transactions.~~Nominations

~~Changes~~As inof ~~Internal~~May ~~Control~~31, ~~over~~2024, ~~Financial~~we ~~Reporting~~did not affect any material changes to the procedures by which our shareholders may recommend nominees to our board of directors. We have not established formal procedures by which security holders may recommend nominees to the Company’s board of directors.

~~There~~Delinquent ~~have~~Section ~~been no changes in our internal control over financial reporting~~ 16(~~as defined in Rules 13a-15(f~~a) and 15d-15(f) under the Exchange Act) or in other factors that occurred during the fourth fiscal quarter of 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Reports

~~ITEM~~Section 9B16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who own more than 10% of a registered class of the Company’s securities to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. ~~OTHER~~Directors, ~~INFORMATION~~executive officers and greater than 10% stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) reports they file. To our knowledge, based solely on the review of the copies of these forms furnished to us and representations that no other reports were required, the Company believes that all forms required to be filed under Section 16 of the Exchange Act for the year ended May 31, 2024 were filed timely.

~~None~~ITEM 11. Executive Compensation

12Officer Compensation

~~PART~~We ~~III~~did not pay or accrue any compensation during the fiscal years ended May 31, 2024 and 2023 to Mr. Pei, who was our only executive officer during the fiscal year ended May 31, 2024.

~~ITEM~~We 10have no employment agreement with Mr. ~~DIRECTORS~~Pei, ~~EXECUTIVE~~and ~~OFFICERS~~do ~~AND~~not ~~CORPORATE~~currently ~~GOVERNANCE~~contemplate entering into any employment agreement.

~~Set~~There ~~forth~~are ~~below~~no isstock ~~information~~option onplans, retirement, pension, or profit-sharing plans for the benefit of our current sole ~~director~~officer and ~~executive officer~~director.

Name		Age		Position
Lei Pei		45		President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and sole Director

~~Lei~~Director Pei has been our sole director and executive officer since April 2015. Mr. Pei holds a Bachelor’s degree in International Economic Law from Nankai University, China and a Master’s degree in International Business Law from the University of Manchester, UK. Mr. Pei has previously served as a consultant to global, top 10 law firms regarding Chinese law related matters. Mr. Pei served as Legal Counsel for Liberty & Co. Solicitors in London, UK, from 2002 to 2005. He was a lawyer with the Beijing Concord & Partners from 2005 to 2007, and then with the Beijing office of the international law firm, Hogan Lovells, from 2007 to 2008. He served as a Managing Partner with King& Bond Law Firm in Beijing from 2008 to 2010. From 2010 to 2013, Mr. Pei served as the Co-founder and General Manager of Lawspirit Education Group Limited in Beijing, China. He is also the sole shareholder and officer of Sky Rover Holdings, Ltd.Compensation

~~Family~~The ~~Relationships~~sole member of our board of directors is not compensated for his services as a director.

~~None~~ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

~~Board~~The ~~Committees~~following table sets forth, as of August 15, 2024, certain information with regard to the record and ~~Audit~~beneficial ~~Committee~~ownership ~~Financial~~of ~~Expert~~the Company’s common stock by (i) each person known to the Company to be the record or beneficial owner of 5% or more of the Company’s common stock, (ii) each director of the Company, (iii) each of the named executive officers, and (iv) all executive officers and directors of the Company as a group. The address of each of our directors and executive officers named in the table is c/o Wewards, Inc., 3305 Spring Mountain Road, Suite 104, Las Vegas, Nevada 89102:

We do not currently have a standing audit, nominating or compensation committee of the board of directors, or any committee performing similar functions. Our board of directors performs the functions of audit, nominating and compensation committees. As of the date of this prospectus, no member of our board of directors qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Act.

	Common Stock					Preferred Stock
Name of Beneficial Owner⁽¹⁾	Number of Shares		% of Class⁽²⁾			Number of Shares		% of Class
Officers and Directors:
Lei Pei, CEO⁽³⁾		101,353,450		94.3	%		—		—
Directors and Officers as a Group (1 person)		101,353,450		94.3	%		—		—

~~Director~~* ~~Nominations~~less than 1%

As(1) ofExcept ~~May~~as ~~31,~~indicated ~~2023,~~in wethe ~~did~~footnotes ~~not~~to ~~affect any~~this ~~material~~table ~~changes~~and pursuant to ~~the~~applicable ~~procedures~~community byproperty ~~which~~laws, ~~our~~the ~~shareholders~~persons ~~may~~named ~~recommend~~in ~~nominees~~the totable ~~our~~have ~~board~~sole ofvoting ~~directors.~~and Weinvestment ~~have~~power ~~not~~with ~~established formal~~respect ~~procedures~~to byall ~~which~~shares ~~security~~of ~~holders~~Common ~~may~~Stock ~~recommend~~or ~~nominees~~Preferred toStock ~~the~~owned ~~Company’s~~by ~~board~~such ~~of directors~~person.

~~Delinquent Section 16~~(a2) ~~Reports~~Percentage of beneficial ownership is based upon 107,483,450 shares of Common Stock outstanding as of August 15, 2024. For each named person, this percentage includes Common Stock that the person has the right to acquire either currently or within 60 days of August 15, 2024, including through the exercise of an option; however, such Common Stock is not deemed outstanding for the purpose of computing the percentage owned by any other person.

~~Section 16~~(a3) ofIncludes ~~the Exchange Act requires the Company’s directors~~30,406,035 ~~executive~~shares ~~officers~~owned ~~and~~by ~~persons~~the ~~who~~LFA ~~own~~Irrevocable ~~more~~Trust ~~than~~DTD ~~10%~~7/31/18 offor athe ~~registered~~benefit ~~class~~ of ~~the~~Mr. ~~Company~~Lei Pei’s ~~securities~~ tochildren, ~~file~~for ~~with~~which ~~the~~Mr. ~~SEC~~Pei’s ~~initial~~wife, ~~reports~~Mrs. ofChenfang ~~ownership~~Wang, ~~and~~is ~~reports of changes in ownership of common stock and other equity securities of~~ the ~~Company.~~sole ~~Directors~~trustee, ~~executive officers~~ and ~~greater~~30,406,035 ~~than~~shares ~~10%~~owned ~~stockholders~~by ~~are~~the ~~required~~LFC byIrrevocable ~~SEC~~Trust ~~regulation~~DTD to7/31/18 ~~furnish~~for the ~~Company with~~benefit ~~copies~~ of ~~all Section 16(a) reports they file~~Mr. ToLei ~~our~~Pei’s ~~knowledge~~children, ~~based~~for ~~solely~~which onMr. ~~the~~Pei’s ~~review~~wife, ofMrs. ~~the~~Chenfang ~~copies of these forms furnished to us and representations that no other reports were required~~Wang, ~~the~~is ~~Company believes that all forms required to be filed under Section 16 of~~ the ~~Exchange~~sole ~~Act for the year ended May 31, 2023 were filed timely~~trustee.

~~Officer~~Director ~~Compensation~~Independence

WeMr. ~~did~~Lei ~~not~~Pei ~~pay~~is orour ~~accrue~~only ~~any compensation~~director. ~~during~~Mr. ~~the~~Pei ~~fiscal~~is ~~years~~not ~~ended~~“independent” ~~May~~in ~~31,~~accordance ~~2023~~with ~~and~~the ~~2022~~NASDAQ toGlobal MrMarket’s requirements. ~~Pei~~However, ~~who~~as ~~was~~ our ~~only~~common ~~executive~~stock is ~~officer~~currently ~~during~~quoted on the ~~fiscal~~OTCPink, ~~year~~we ~~ended~~are ~~May~~not ~~31, 2023~~currently subject to corporate governance standards of listed companies.

WeConvertible ~~have~~Promissory ~~no employment agreement with Mr. Pei, and do not currently contemplate entering into any employment agreement.~~Notes

~~There~~On ~~are~~February no26, 2017, Sky Rover Holdings, Ltd (“Sky Rover), which is owned and controlled by Mr. Pei, agreed to loan up to $20,000,000 to the Company, of which $8,000,000 was loaned on February 28, 2017. Sky Rover was issued an unsecured, 5% convertible promissory note which is due on May 31, 2027 (as extended), and is, in whole or in part, at the option of the holder, convertible into common shares at any time before the due date, at a conversion price of $0.08 per share (subject to adjustment in the event of stock splits, forward splits, recapitalizations, a merger, etc.). At the option ~~plans~~of the Company, the interest may also be paid by issuing restricted shares of common stock, at the same ~~retirement~~conversion price per share. On June 26, ~~pension~~2018, orthe ~~profit-sharing~~Company ~~plans~~repaid ~~for~~$4,000,000 of principal of this loan. In addition, Sky Rover converted $1,500,000 of principal of this loan into common shares at the ~~benefit~~conversion price of ~~our~~$0.08 ~~current~~per ~~sole~~share ~~officer~~into a total of 18,750,000 shares. Sky Rover waived accrued and ~~director~~unpaid interest of $363,904, which was credited to additional paid in capital. As of May 31, 2024, there is $908,303 of accrued interest due on this loan.

~~Director~~On ~~Compensation~~November 20, 2017, Sky Rover loaned an additional $8,000,000 to the Company. Sky Rover was issued an unsecured, 5%, convertible promissory note which is due on May 31, 2027 (as extended), and is, in whole or in part, at the option of the holder, convertible into common shares at any time before the due date, at a conversion price of $0.08 per share (subject to adjustment in the event of stock splits, forward splits, recapitalizations, a merger, etc.). At the option of the Company, the interest may also be paid by issuing restricted shares of common stock, at the same conversion price per share. As of May 31, 2024, there is $2,612,603 of accrued interest on this loan.

~~The sole member of our board of directors is not compensated for his services as a director.~~14

13ITEM 14. Principal AccountING Fees And Services

~~ITEM~~All 12audit work was performed by the full-time employees of M&K CPAS, PLLC (“M&K”) for the years ended May 31, 2024 and 2023. ~~SECURITY~~Our ~~OWNERSHIP~~board OFof directors ~~CERTAIN~~does ~~BENEFICIAL~~not ~~OWNERS~~have ~~AND~~an ~~MANAGEMENT~~audit ~~AND~~committee. ~~RELATED~~The ~~STOCKHOLDER~~functions ~~MATTERS~~customarily delegated to an audit committee are performed by our full board of directors. Our board of directors approves in advance, all services performed by M&K. Our board of directors has considered whether the provision of non-audit services is compatible with maintaining the principal accountant’s independence, and has approved such services.

The following table sets forth, asfees ofbilled ~~August~~by ~~15,~~our ~~2023,~~auditors ~~certain~~during ~~information~~the ~~with~~last ~~regard~~two tofiscal ~~the~~years ~~record~~for ~~and~~services ~~beneficial~~rendered ~~ownership~~for of the ~~Company’s~~audit ~~common~~of ~~stock~~our byannual ~~(i) each~~financial ~~person~~statements ~~known~~and the toreview ~~the~~of ~~Company~~our toquarterly befinancial ~~the~~statements, ~~record~~services orby ~~beneficial~~our ~~owner~~auditors ofthat 5%are orreasonably ~~more~~related ofto the ~~Company’s~~performance ~~common stock, (ii) each director~~ of the ~~Company,~~audit or ~~(iii)~~review ~~each~~ of ~~the~~our ~~named~~financial ~~executive~~statements ~~officers,~~ and ~~(iv)~~that ~~all~~are ~~executive~~not ~~officers~~reported ~~and~~as ~~directors~~audit offees, ~~the~~services ~~Company~~rendered asin aconnection ~~group.~~with ~~The address~~tax ofcompliance, ~~each~~tax advice ~~of our directors~~ and ~~executive~~tax ~~officers named in the table is c/o Wewards~~planning, ~~Inc.,~~ ~~2960~~and ~~West~~all ~~Sahara~~other ~~Avenue,~~fees ~~Las~~for ~~Vegas, Nevada~~services ~~89102:~~rendered.

	Common Stock			Preferred Stock
		Years Ended May 31,
Name of Beneficial Owner(1)	Number of Shares		% of Class(2)	Number of Shares		% of Class
		2024			2023
Officers and Directors:
Audit fees(1)		$	32,250		$	27,250
Lei Pei, CEO(3)	101,353,450		94.3%	-		-
Audit related fees			—			—
Directors and Officers as a Group (1 person)	101,353,450		94.3%	-		-
Tax fees			—			—
All other fees			—			—
Total		$	32,250		$	27,250

*(1) ~~less~~Audit ~~than~~fees 1%were principally for audit services and work performed in the review of the Company’s quarterly reports on Form 10-Q

(1) Except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of Common Stock or Preferred Stock owned by such person.15

~~(2)~~PART Percentage of beneficial ownership is based upon 107,483,450 shares of Common Stock outstanding as of August 15, 2023. For each named person, this percentage includes Common Stock that the person has the right to acquire either currently or within 60 days of August 15, 2023, including through the exercise of an option; however, such Common Stock is not deemed outstanding for the purpose of computing the percentage owned by any other person.IV

~~(3)~~ITEM ~~Includes 30,406,035 shares owned by the LFA Irrevocable Trust DTD 7/31/18 for the benefit of Mr~~15. ~~Lei~~Exhibits ~~Pei’s children, for which Mr. Pei’s wife, Mrs. Chenfang Wang, is the sole trustee,~~ and ~~30,406,035~~Financial ~~shares~~Statement ~~owned by the LFC Irrevocable Trust DTD 7/31/18 for the benefit of Mr. Lei Pei’s children, for which Mr. Pei’s wife, Mrs. Chenfang Wang, is the sole trustee.~~Schedules

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Exhibit		Description
3.1		Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the Form 8-K-1 filed with the Securities and Exchange Commission by Wewards, Inc. on March 1, 2017)
3.2		Certificate of Amendment to Articles of Incorporation dated January 18, 2018 (incorporated by reference to Exhibit 3.4 of the Form 8-A filed with the Securities and Exchange Commission by Wewards, Inc. on July 2, 2018)
3.3		Bylaws of Wewards, Inc., f/k/a Betafox Corp. (incorporated by reference to Exhibit 3.2 of the Form 8-A filed with the Securities and Exchange Commission by Wewards, Inc. on July 2, 2018)
4.1		Description of Registrant’s Securities (incorporated by reference to Exhibit 4.1 of the Form 10-K filed with the Securities and exchange Commission by Wewards, Inc. on August 31, 2022)
10.1		Intellectual Property Rights Purchase and Transfer Agreement between Wewards, Inc. and United Power, Inc., dated as of April 2, 2020 (incorporated by reference to Exhibit 10.1 of the Form 10-K filed with the Securities and Exchange Commission by Wewards, Inc. on August 31, 2020)
31.1*		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)
32.1*		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101)

~~Director~~* ~~Independence~~Filed herewith.

Mr. Lei Pei is our only director. Mr. Pei is not “independent” in accordance with the NASDAQ Global Market’s requirements. However, as our common stock is currently quoted on the OTCPink, we are not currently subject to corporate governance standards of listed companies.16

~~Convertible Promissory Notes~~SIGNATURES

OnPursuant ~~February 26, 2017, Sky Rover Holdings, Ltd (“Sky Rover), which is owned and controlled by Mr. Pei, agreed~~ to ~~loan up to $20,000,000 to~~ the ~~Company,~~requirements of ~~which $8,000,000~~Section ~~was~~13 ~~loaned~~or ~~on February 28, 2017. Sky Rover was issued an unsecured, 5%, convertible promissory note which is due on February 28, 2022~~ 15(~~as extended~~d)~~, and is, in whole or in part, at the option of the holder, convertible into common shares at any time before the~~ ~~due date, at a conversion price~~ of ~~$0.08 per share (subject to adjustment in~~ the ~~event~~Securities ofExchange ~~stock~~Act ~~splits, forward splits, recapitalizations, a merger, etc.). At the option~~ of ~~the Company~~1934, the ~~interest~~Registrant ~~may~~has ~~also~~duly becaused ~~paid by issuing restricted shares of common stock, at the same conversion price per share. On June 26, 2018, the Company repaid $4,000,000 of principal of~~ this ~~loan.~~report Into ~~addition,~~be ~~Sky~~signed ~~Rover~~on ~~converted $1,500,000~~its ofbehalf ~~principal~~by ~~of this loan into common shares at~~ the ~~conversion~~undersigned ~~price of $0.08 per share into a total of 18,750,000 shares.~~thereunto ~~Sky~~duly ~~Rover waived accrued and unpaid interest of $363,904, which was credited to additional paid in capital~~authorized. ~~As of May 31, 2023, there is $782,960 of accrued interest due on this loan.~~

On November 20, 2017, Sky Rover loaned an additional $8,000,000 to the Company. Sky Rover was issued an unsecured, 5%, convertible promissory note which is due on November 20, 2022 (as extended), and is, in whole or in part, at the option of the holder, convertible into common shares at any time before the due date, at a conversion price of $0.08 per share (subject to adjustment in the event of stock splits, forward splits, recapitalizations, a merger, etc.). At the option of the Company, the interest may also be paid by issuing restricted shares of common stock, at the same conversion price per share. As of May 31, 2023, there is $2,211,507 of accrued interest on this loan.

	WEWARDS, INC.
	(Registrant)

	By:	/s/ Lei Pei
		Lei Pei
		Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)

	Dated:	August 28, 2024

14Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant, and in the capacities and on the dates indicated:

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Signature	Title	Date

/s/ Lei Pei	Chief Executive Officer and Chief Financial Officer
Lei Pei	(Principal Executive Officer and Principal Financial Officer)	August 28, 2024

All audit work was performed by the full-time employees of M&K CPAS, PLLC (“M&K”) for the years ended May 31, 2023 and 2022. Our board of directors does not have an audit committee. The functions customarily delegated to an audit committee are performed by our full board of directors. Our board of directors approves in advance, all services performed by M&K. Our board of directors has considered whether the provision of non-audit services is compatible with maintaining the principal accountant’s independence, and has approved such services.17

The following table sets forth fees billed by our auditors during the last two fiscal years for services rendered for the audit of our annual financial statements and the review of our quarterly financial statements, services by our auditors that are reasonably related to the performance of the audit or review of our financial statements and that are not reported as audit fees, services rendered in connection with tax compliance, tax advice and tax planning, and all other fees for services rendered.

	Years Ended May 31,
	2023		2022
Audit fees:(1)
M&K CPAS, PLLC	$	27,250	$	24,500
Prager Metis CPA’s LLC		—		—
Audit related fees		—		—
Tax fees		—		—
All other fees		—		—
Total	$	27,250	$	24,500

(1) Audit fees were principally for audit services and work performed in the review of the Company’s quarterly reports on Form 10-Q

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

Exhibit		Description
3.1		Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 8.03 of the Form 8-K filed with the Securities and Exchange Commission by Wewards, Inc. on March 1, 2017)
3.2		Certificate of Amendment to Articles of Incorporation dated January 18, 2018 (incorporated by reference to Exhibit 3.4 of the Form 8-A filed with the Securities and Exchange Commission by Wewards, Inc. on July 2, 2018)
3.3		Bylaws (incorporated by reference to Exhibit 3.2 of the Form S-1 filed with the Securities and Exchange Commission by Wewards, Inc. on August 8, 2014)
4.1		Description of Registrant’s Securities (incorporated by reference to Exhibit 4.1 of the Form 10-K filed with the Securities and Exchange Commission by Wewards, Inc. on August 31, 2022)
10.1		Intellectual Property Rights Purchase and Transfer Agreement between Wewards, Inc. and United Power, Inc., dated as of April 2, 2020 (incorporated by reference to Exhibit 10.1 of the Form 10-K filed with the Securities and Exchange Commission by Wewards, Inc. on August 31, 2020)
10.2		License Agreement between Wewards, Inc. and Sandbx Corp., dated as of April 20, 2020 (incorporated by reference to Exhibit 10.2 of the Form 10-K filed with the Securities and Exchange Commission by Wewards, Inc. on August 31, 2020)
10.3		Lease Agreement between Wewards, Inc. and Future Property Limited, dated as of September 1, 2020 (incorporated by reference to Exhibit 10.3 of the Form 10-Q filed with the Securities and Exchange Commission by Wewards, Inc. on October 9, 2020)
10.4		Statement of Work Agreement between Wewards, Inc. and Sandbx Corp., dated as of January 4, 2021 (incorporated by reference to Exhibit 10.4 of the Form 10-Q filed with the Securities and Exchange Commission by Wewards, Inc. on January 14, 2021)
10.5		Lease Agreement between Wewards, Inc. and Future Property Limited, dated as of March 1, 2023 (incorporated by reference to Exhibit 10.5 of the Form 10-Q filed with the Securities and Exchange Commission by Wewards, Inc. on April 14, 2023)
31.1*		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)
32.1*		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101)

* Filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	WEWARDS, INC.
	(Registrant)
	By:	/s/ Lei Pei
		Lei Pei
		Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)
	Dated:	August 29, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant, and in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Lei Pei	Chief Executive Officer and Chief Financial Officer	August 29, 2023
Lei Pei	(Principal Executive Officer and Principal Financial Officer)

Filing Compare · WEWARDS, INC.