WEWARDS, INC. (Form: 10-K, Received: 08/31/2020 16:59:16)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended May 31, 2020

¨ 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
(State or other jurisdiction of incorporation or organization)				(I.R.S. Employer Identification Number)

2960 West Sahara Avenue, Las Vegas, NY 89102

(Address of Principal Executive Office)(Zip 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 þ

Indicate by check mark if the registrant is required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ

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 shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ 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 þ No ¨

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 þ		Smaller reporting company þ
		Emerging growth company ¨

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

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

The aggregate market value of the registrant's common stock held by non-affiliates of the registrant based upon the closing price of $0.025 per share as of November 30, 2019 was approximately $153,250.

As of August 27, 2020, there were 107,483,450 shares of registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: None

TABLE OF CONTENTS


PART I
ITEM 1.	BUSINESS	1
ITEM 1 A.	RISK FACTORS	2
ITEM 1B.	UNRESOLVED STAFF COMMENTS	2
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	10
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	14
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	15
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	15

PART IV
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	17

SIGNATURES		18

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. 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.

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 West Sahara Avenue, 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 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 STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Our principal executive offices consist of 8,015 square feet of office space located at 2960 West Sahara Avenue, Las Vegas, NV 89102. The owner of the building is Future Property Limited, which leases the building to United Power, Inc. (“United Power”), and United Power is owned by our CEO and principal stockholder, Lei Pei. We sublease these offices from United Power.

The term of our sublease expires on March 8, 2023, and provides for a base monthly rent of $15,000, with increases of up to 3% each year based on increases, if any, of the Consumer Price Index. We have been informed by an independent real estate broker that the rent being charged by United is consistent with rents being charged by other landlords for commercial space in the area where the building is located.

Our anticipated future lease commitments on a fiscal year basis are as follows:


2021	$	180,000
2022		180,000
2023		135,000
Total	$	495,000

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.

ITEM 3. LEGAL PROCEEDINGS

There are 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. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Shares 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”. As of August 27, 2020, the closing price of our common stock on the OTCPink was $0.025.

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.


	High		Low
Fiscal Year Ended May 31, 2020
First Quarter	$	0.025	$	0.020
Second Quarter	$	0.025	$	0.025
Third Quarter	$	0.025	$	0.025
Fourth Quarter	$	0.025	$	0.025

Fiscal Year Ended May 31, 2019
First Quarter	$	0.020	$	0.020
Second Quarter	$	0.020	$	0.020
Third Quarter	$	0.020	$	0.020
Fourth Quarter	$	0.020	$	0.020

As of August 27, 2020, there were approximately 75 shareholders of record of our common stock. Such number does not include any shareholders holding shares in nominee or “street name”. As of August 27, 2020, there were 107,483,450 shares of common stock outstanding on record.

Dividends

We have not declared or paid any dividends on our common stock since our inception and do not anticipate paying dividends for the foreseeable future. The payment 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.

Equity Compensation Plan Information

We currently do not have any equity compensation plans.

Recent Sales of Unregistered Securities

None

ITEM 6. SELECTED FINANCIAL DATA

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.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

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, 2020 and 2019. The discussion and analysis that follows should be read together with the section entitled “Forward Looking Statements” and our consolidated financial statements and the notes to the consolidated financial statements included elsewhere in this annual report on Form 10-K.

Except 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 control. Consequently, and 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.

Overview

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.

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.

We began generating revenues in the fourth quarter of our fiscal year ended May 31, 2020 from licensing Megopoly and related IP to Sandbx Corp., a separate company owned by the Chief Operating Officer of United Power and FL Galaxy. Pursuant to our license agreement with Sandbx Corp., we are entitled to a $50,000 initial setup fee, payable in five equal monthly installments from May 1, 2020 through September 1, 2020, and a monthly royalty of 10% of net revenues from the sale of in-game assets by the licensee, or $5,000, whichever is greater, commencing upon completion of the initial setup, but no later than January 31, 2021. The initial term of the licensing agreement is through April 19, 2021, with automatic monthly renewals, unless terminated by either party via sixty (60) days written notice of non-renewal.

Critical Accounting Policies

The establishment and consistent application of accounting policies is a vital component of accurately and fairly presenting our financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”), as well as ensuring compliance with applicable laws and regulations governing financial reporting. While there are rarely alternative methods or rules from which to select in establishing accounting and financial reporting policies, proper application often involves significant judgment regarding a given set of facts and circumstances and a complex series of decisions.

Concentrations of Credit Risk

The Company maintains our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to $250,000 under current regulations. The Company had approximately $3,768,042 and $4,258,497 in excess of FDIC insured limits at May 31, 2020 and 2019, respectively. The Company has not experienced any losses in such accounts.

Reclassifications

In the current period, the Company separately classified professional fees from general and administrative expenses in the Condensed Statement of Operations. For comparative purposes, amounts in the prior period have been reclassified to conform to the current period presentation. These reclassifications had no effect on previously reported results of operations.

Revenue Recognition

Effective June 1, 2019, the Company adopted 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. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue was recognized when the following criteria had been met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured.

There was no impact on the Company’s financial statements from the adoption of ASC 606 for the years ended May 31, 2020 or 2019.

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”).

We evaluate and recognize revenue by:

identifying the contract(s) with the customer;

identifying the performance obligations in the contract;

determining the transaction price;

allocating the transaction price to performance obligations in the contract; and

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”).

Online-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).

Licensing Revenue

We utilize third-party licensees to distribute and host our games and content in accordance with license agreements, for which the licensees 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.

Significant Judgments around Revenue Arrangements

Identifying performance obligations. 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.

Determining 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-based royalties. Sales-based royalties are recognized as the sales occur.

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, especially in situations where we do not sell the performance obligation on a stand-alone basis (which occurs in the majority of our transactions). In those situations, we 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 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.

Software Development Costs

The Company expenses software development costs, including costs to develop software products or the software component of products to be sold, leased, or marketed 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 services. The Company capitalizes development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed, and the software will be used to perform the function intended. Capitalization ends, and amortization begins when the product is available for general release to customers.

Results of Operations for the Years Ended May 31, 2020 and 2019:

The following table summarizes selected items from the statement of operations for the years ended May 31, 2020 and 2019.


	Years Ended
	May 31,			May 31,			Increase /
	2020			2019			(Decrease)
Revenues, related party	$	4,166		$	—		$	4,166

Operating expenses:
General and administrative		6,375			508,616			(502,241	)
Rent expense, related party		180,000			180,000			—
Professional fees		245,666			392,930			(147,264	)
Impairment loss, software development		—			374,125			(374,125	)
Research and development		—			447,418			(447,418	)
Total operating expenses:		432,041			1,903,089			(1,471,048	)

Operating loss		(427,875	)		(1,903,089	)		(1,475,214	)

Total other income		(469,506	)		(481,128	)		(11,622	)

Net loss	$	(897,381	)	$	(2,384,217	)	$	(1,486,836	)

Revenues, Related Party

We began to generate revenues from the licensing of our game platform to a company owned by United’s COO during the fourth fiscal quarter of 2020. Revenues were $4,166 for the year ended May 31, 2020.

General and Administrative Expenses

General and administrative expenses for the year ended May 31, 2020 were $6,375, compared to $508,616 during the year ended May 31, 2019, a decrease of $502,241, or 99%. The expenses consisted primarily of office, travel, compliance and business development expenses. General and administrative expense decreased during the current period due to decreased business development expenses.

Rent Expense, Related Party

Related party rent expense for the year ended May 31, 2020 was $180,000, compared to $180,000 during the year ended May 31, 2019. Related party rent expense consists of office space that is subleased from a company owned by Mr. Lei.

Professional Fees

Professional fees for the year ended May 31, 2020 were $245,666, compared to $392,930 during the year ended May 31, 2019, a decrease of $147,264, or 37%. Professional fees decreased primarily due to cost savings related to transitioning to new compliance professionals and reductions in fees paid to software developers during the current period.

Impairment Loss, Software Development Costs

During the year ended May 31, 2019, we incurred $374,125 of impairment charges on our previously capitalized software development costs.

Research and Development

We had no research and development expenses in the year ended May 31, 2020, compared to expenses of $447,418 during the year ended May 31, 2019 related to the development and administration of the websites to support our mobile app. This expense was not necessary in the current year as the majority of the development of our websites and platforms were completed in the prior year.

Operating Loss

Our operating loss for the year ended May 31, 2020 was $427,875, compared to $1,903,089 during the year ended May 31, 2019, a decrease of $1,475,214, or 78%. Our operating loss decreased primarily due to the reduction in fees paid to software developers and research and development during the current period as the development of our software platform neared completion in the prior year.

Other Income (Expense)

Other expense, on a net basis, for the year ended May 31, 2020 was $469,506, compared to other expense, on a net basis, of $481,128 during the year ended May 31, 2019, a decrease of $11,622, or 2%. Other expense consisted of $539,556 of interest expense on related party loans, as offset by $70,050 of interest income for the year ended May 31, 2020. Other expense consisted of $557,742 of interest expense on related party loans, as offset by $76,614 of interest income for the year ended May 31, 2019. Other expense, on a net basis, decreased due to decreased interest expense on related party loans in excess of the diminished interest income on slightly lower cash balances.

Net Loss

Net loss for the year ended May 31, 2020 was $897,381, compared to $2,384,217 during the year ended May 31, 2019, a decrease of $1,486,836, or 62%. The decreased net loss was primarily due to cost savings related to reductions in business development fees, reductions in fees paid to software developers and reductions in research and development during the current period as the development of our software platform neared completion in the prior year.

Liquidity and Capital Resources

As of May 31, 2020, the Company had current assets of $4,017,107, comprising entirely of cash. The Company's current liabilities as of May 31, 2020 were $1,590,611, consisting of $15,331 of accounts payable, $1,419,467 of accrued interest, $5,834 of deferred revenues and $149,979 of current maturities of operating lease obligations.

The following table summarizes our total current assets, liabilities and working capital at May 31, 2020 and 2019.


	May 31,
	2020		2019
Current Assets	$	4,017,107	$	4,533,397

Current Liabilities	$	1,590,611	$	1,266,429

Working Capital	$	2,426,496	$	3,266,968

The following table summarizes our cash flows during the years ended May 31, 2020 and 2019, respectively.


	Years Ended
	May 31,
	2020			2019
Net cash used in operating activities	$	(311,990	)	$	(1,320,901	)
Net cash used in investing activities		(179,300	)		—
Net cash used in financing activities		—			(4,965,000	)

Net change in cash	$	(491,290	)	$	(6,285,901	)

Net Cash Used in Operating Activities

We have not generated positive cash flows from operating activities. During the year ended May 31, 2020, net cash flows used in operating activities was $311,990. For the year ended May 31, 2019, net cash flows used in operating activities was $1,320,901. The decrease in cash used in operating activities is primarily attributable to our decreased net loss.

Net Cash Used in Investing Activities

During the year ended May 31, 2020, net cash flows used in investing activities was $179,300. During the year ended May 31, 2019, we did not use any cash in investing activities. The increase is attributable to the purchase of software developed by a related party in the current year.

Net Cash Used in Financing Activities

During the year ended May 31, 2020, we did not use any cash in financing activities. During the year ended May 31, 2019, net cash used in financing activities was $4,965,000, which reflected the repayment of $5,000,000 of related party loans, offset by a loan of $35,000 from our sole officer, director and principal shareholder.

Satisfaction of our Cash Obligations for the Next 12 Months

As of May 31, 2020, our balance of cash on hand was $4,017,107. We currently have sufficient funds to fund our operations at their current levels for the next twelve months. Since he acquired control over the Company in May 2015, we have been wholly dependent upon our CEO and majority shareholder, Mr. Pei, 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 satisfactory to us. Even if we are able to obtain additional financing (whether from our affiliates or third 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 competitive and evolving nature of the industry in which we operate, we may not be able to sustain or increase profitability, and our failure to do so would adversely affect our business, including our ability to raise additional funds.

Off-Balance Sheet Arrangements

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

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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.

ITEM 8. FINANCIAL AND SUPPLEMENTARY DATA.

WEWARDS, INC.

FINANCIAL STATEMENTS

FOR THE YEARS ENDED MAY 31, 2020 AND 2019

TABLE OF CONTENTS


		Page
Report of Independent Registered Public Accounting Firm, M&K CPAS, PLLC		F-1
Report of Independent Registered Public Accounting Firm, Prager Metis CPA’s LLC		F-2
Balance Sheets as of May 31, 2020 and 2019		F-3
Statements of Operations for the years ended May 31, 2020 and 2019		F-4
Statement of Stockholders' Equity (Deficit) for the years ended May 31, 2020 and 2019		F-5
Statements of Cash Flows for the years ended May 31, 2020 and 2019		F-6
Notes to Financial Statements		F-7

[WEWA_10K001.JPG]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Wewards, Inc.,

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Wewards, Inc. (“the Company”) as of May 31, 2020, and the related statements of operations, stockholders' equity (deficit) and cash flows for the year ended May 31, 2020, 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, 2020, and the results of its operations and its cash flows for the year ended May 31, 2020, in conformity with accounting principles generally accepted in the United States of America. The financial statements of Wewards, Inc., as of May 31, 2019, were audited by other auditors whose report dated September 19, 2019 expressed an unqualified opinion on those statements.

Basis for Opinion

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

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

Our audit included performing procedures to assess the risks of material misstatement of the 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 audit 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 audit provides a reasonable basis for our opinion.

/s/M&K CPAS, PLLC

We have served as the Company’s auditor since 2020.

Houston, TX

August 31, 2020

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Wewards, Inc.,

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Wewards, Inc. (the Company) as of May 31, 2019, and the related statement of operation, stockholders’ deficit, and cash flows for the year ended May 31, 2019, 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, 2019, and the results of its operations and its cash flows for the year ended May 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, although the Company had $4,508,397 of cash as of May 31, 2019, it also had total liabilities of $12,178,158 and had not completed its efforts to establish a stabilized source of revenues sufficient to cover its operating costs over an extended period of time. The Company has had no revenues since inception and has an accumulated deficit of $12,295,159 as of May 31, 2019. These factors, among others, raise substantial doubt regarding the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2 to the accompanying financial statements. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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

We conducted our audits 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.

Our 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 audit provides a reasonable basis for our opinion.

/s/Prager Metis CPA’s LLC

We served as the Company’s auditor from 2018 to 2019.

Hackensack, New Jersey

September 19, 2019

F-2

WEWARDS, INC.

BALANCE SHEETS


	May 31,			May 31,
	2020			2019
ASSETS

Current assets:
Cash	$	4,017,107		$	4,508,397
Prepaid expenses		—			25,000
Total current assets		4,017,107			4,533,397

Right-of-use asset		443,014			540,433

Total assets	$	4,460,121		$	5,073,830


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
Accounts payable	$	325		$	329
Accounts payable, related party		15,006			—
Accrued interest, related parties		1,419,467			912,123
Deferred revenues, related party		5,834			—
Current maturities of operating lease obligation, related party		149,979			128,705
Due to related parties		—			225,272
Total current liabilities		1,590,611			1,266,429

Long term liabilities:
Operating lease obligation, related party		293,035			411,729
Convertible notes payable, related party		10,500,000			10,500,000

Total liabilities		12,383,646			12,178,158

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			5,083,348
Accumulated deficit		(13,192,540	)		(12,295,159	)
Total stockholders' equity (deficit)		(7,923,525	)		(7,104,328	)

Total liabilities and stockholders' equity (deficit)	$	4,460,121		$	5,073,830

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

F-3

WEWARDS, INC.

STATEMENTS OF OPERATIONS


	For the Years Ended
	May 31,
	2020			2019

Revenue, related party	$	4,166		$	—

Operating expenses:
General and administrative		6,375			216,482
General and administrative, related party		—			292,134
Rent expense, related party		180,000			180,000
Professional fees		245,666			392,930
Impairment loss, software development		—			374,125
Research and development		—			447,418
Total operating expenses		432,041			1,903,089

Operating loss		(427,875	)		(1,903,089	)

Other income (expense):
Interest expense, related party		(539,556	)		(557,742	)
Interest income		70,050			76,614
Total other income (expense)		(469,506	)		(481,128	)

Net loss	$	(897,381	)	$	(2,384,217	)


Weighted average number of common shares
outstanding - basic and fully diluted		107,483,450			106,147,834

Net loss per share - basic and fully diluted	$	(0.01	)	$	(0.02	)

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

F-4

WEWARDS, INC.

STATEMENT OF STOCKHOLDERS’ DEFICIT


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

Balance, May 31, 2018		—	$	—		88,733,450	$	88,733	$	3,171,197		$	(9,910,942	)	$	(6,651,012	)

Common stock issued for conversion of debt		—		—		18,750,000		18,750		1,481,250			—			1,500,000

Forgiveness of accrued interest, related party		—		—		—		—		430,901			—			430,901

Net loss for the year ended May 31, 2019		—		—		—		—		—			(2,384,217	)		(2,384,217	)

Balance, May 31, 2019		—	$	—		107,483,450	$	107,483	$	5,083,348		$	(12,295,159	)	$	(7,104,328	)

Software acquisition, related party		—		—		—		—		(179,300	)		—			(179,300	)

Forgiveness of debt, related party		—		—		—		—		257,484			—			257,484

Net loss for the year ended May 31, 2020		—		—		—		—		—			(897,381	)		(897,381	)

Balance, May 31, 2020		—	$	—		107,483,450	$	107,483	$	5,161,532		$	(13,192,540	)	$	(7,923,525	)

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

F-5

WEWARDS, INC.

STATEMENTS OF CASH FLOWS


	For the Years Ended
	May 31,
	2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(897,381	)	$	(2,384,217	)
Adjustments to reconcile net loss
to net cash used in operating activities:
Impairment loss, software development costs		—			374,125
Decrease (increase) in assets:
Prepaid expenses		25,000			291,666
Right-of-use asset		97,419			—
Increase (decrease) in liabilities:
Accounts payable		(4	)		(160,207	)
Accounts payable, related party		15,006			—
Accrued interest, related party		539,556			557,732
Deferred revenue, related party		5,834			—
Operating lease obligation, related party		(97,420	)		—
Net cash used in operating activities		(311,990	)		(1,320,901	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of software, related party		(179,300	)		—
Net cash used in investing activities		(179,300	)		—

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds received from a related party		—			35,000
Repayment of related party loans		—			(5,000,000	)
Net cash used in financing activities		—			(4,965,000	)

NET CHANGE IN CASH		(491,290	)		(6,285,901	)
CASH AT BEGINNING OF PERIOD		4,508,397			10,794,298

CASH AT END OF PERIOD	$	4,017,107		$	4,508,397

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

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Related party debt converted to common stock	$	—		$	1,500,000
Forgiveness of debt, related party contributed to capital	$	257,484		$	430,901

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

F-6

WEWARDS, INC.

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1 – NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

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.

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.

Basis of Accounting

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (SEC). All references to Generally Accepted Accounting Principles (“GAAP”) are in accordance with The FASB Accounting Standards Codification (“ASC”) and the Hierarchy of Generally Accepted Accounting Principles.

Reclassifications

In the current period, the Company separately classified professional fees from general and administrative expenses in the Statement of Operations. For comparative purposes, amounts in the prior period have been reclassified to conform to the current period presentation. These reclassifications had no effect on previously reported results of operations.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

F-7

WEWARDS, INC.

NOTES TO THE FINANCIAL STATEMENTS

Concentrations of Credit Risk

The Company maintains cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to $250,000 under current regulations. The Company had approximately $3,768,042 and $4,258,497 in excess of FDIC insured limits at May 31, 2020 and 2019, respectively. The Company has not experienced any losses in such accounts.

Fair Value of Financial Instruments

The Company adopted ASC 820, Fair Value Measurements and Disclosures (ASC 820). ASC 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:


	-	Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active 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 the financial instrument.
	-	Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.

The carrying value of cash, accounts payables and accrued expenses are estimated by management to approximate fair value primarily due to the short-term nature of the instruments.

Software Development Costs

Impairment of Long-Lived Assets

Long-lived assets held and used by the Company are reviewed for possible impairment whenever events or circumstances indicate the carrying amount of an asset may not be recoverable or is impaired. Recoverability is assessed using undiscounted cash flows based upon historical results and current projections of earnings before interest and taxes. Impairment is measured using discounted cash flows of future operating results based upon a rate that corresponds to the cost of capital. Impairments are recognized in operating results to the extent that carrying value exceeds discounted cash flows of future operations.

Convertible Instruments

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 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.

F-8

WEWARDS, INC.

NOTES TO THE FINANCIAL STATEMENTS

Revenue Recognition

There was no impact on the Company’s financial statements from the adoption of ASC 606 for the years ended May 31, 2020 or 2019.

We evaluate and recognize revenue by:

identifying the contract(s) with the customer;

identifying the performance obligations in the contract;

determining the transaction price;

allocating the transaction price to performance obligations in the contract; and

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”).

Licensing Revenue

Significant Judgments around Revenue Arrangements

F-9

WEWARDS, INC.

NOTES TO THE FINANCIAL STATEMENTS

Stock-Based Compensation

The Company accounts for equity instruments issued to employees in accordance with the provisions of ASC 718 Stock Compensation (ASC 718) and Equity-Based Payments to Non-employees pursuant to ASC 505-50 (ASC 505-50). All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the earlier of the date on which the counterparty's performance is complete or the date at which a commitment for performance by the counterparty to earn the equity instruments is reached because of sufficiently large disincentives for nonperformance.

Basic and Diluted Loss Per Share

Basic earnings per share (“EPS”) are computed by dividing net income (the numerator) by the weighted average number of common shares outstanding for the period (the denominator). Diluted EPS is computed by dividing net income by the weighted average number of common shares and potential common shares outstanding (if dilutive) during each period. Potential common shares include stock options, warrants and restricted stock. The number of potential common shares outstanding relating to stock options, warrants and restricted stock is computed using the treasury stock method. For the periods presented, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share.

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for significant deferred tax assets when it is more likely than not, that such asset will not be recovered through future operations.

Uncertain Tax Positions

In accordance with ASC 740, “Income Taxes” (“ASC 740”), the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition 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

WEWARDS, INC.

NOTES TO THE FINANCIAL STATEMENTS

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.

The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions.

Recently Adopted Accounting Standards

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2016-02, Leases (Topic 842). ASU 2016-02 requires lessees to recognize assets and liabilities for most leases. ASU 2016-02 is effective for public entity financial statements for annual periods beginning after December 15, 2018, and interim periods within those annual periods. Early adoption is permitted, including adoption in an interim period. ASU 2016-02 was further clarified and amended within ASU 2018-01, ASU 2018-10, ASU 2018-11 and ASU 2018-20 which included provisions that would provide us with the option to adopt the provisions of the new guidance using a modified retrospective transition approach, without adjusting the comparative periods presented. We adopted the new standard on May 31, 2019 and used the effective date as our date of initial application under the modified retrospective approach. We elected the short-term lease recognition exemption for all of our leases that qualify. This means, for those leases we will not recognize right-of-use (RoU) assets or lease liabilities. The implementation of this new standard did not have a material impact on our financial statements, other than the presentation of a right of use asset and an operating lease obligation liability on the balance sheet in an equal amount.

There are no other 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.

NOTE 2 – GOING CONCERN FOR THE YEAR ENDED MAY 31, 2019

The financial statements for the year ended May 31, 2019 were prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Although the Company currently had $4,508,397 of cash as of May 31, 2019, it also had total liabilities of $12,178,158 and had not completed its efforts to establish a stabilized source of revenues sufficient to cover its operating costs over an extended period of time. The Company had no revenues since inception and had an accumulated deficit of $12,295,159 as of May 31, 2019. These conditions, among others, rose substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that may result from the outcome of these uncertainties.

Management has since alleviated the going concern uncertainty by extending the maturity of its convertible notes beyond the next twelve months, carrying $4,017,107 in cash on hand as of May 31, 2020, and commencing revenue generating operations. These factors cause management to believe the Company no longer has substantial doubt about the Company’s ability to continue as a going concern.

NOTE 3 – RELATED PARTY TRANSACTIONS

Accounts Payable, Related Party

The Company owed United Power, Inc. (“United Power”) $15,006 for unpaid rent and utilities as of May 31, 2020. As disclosed in Note 8, below, the Company subleases office space from United Power, an affiliate of the Company by reason of common ownership with Lei Pei, the Company’s sole officer and director and majority shareholder, at a base monthly rent of $15,000. The building is owned by Future Property Limited (“Future”).

See also Notes 5, 6, 7 and 8, below, for additional related party transactions.

F-11

WEWARDS, INC.

NOTES TO THE FINANCIAL STATEMENTS

NOTE 4 – FAIR VALUE OF FINANCIAL INSTRUMENTS

Under FASB ASC 820-10-5, 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 Company has certain financial instruments that must be measured under the new fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:

Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

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).

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

The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of May 31, 2020 and 2019, respectively:


	Fair Value Measurements at May 31, 2020
	Level 1		Level 2		Level 3
Assets
Cash	$	4,017,107	$	—	$	—
Total assets		4,017,107		—		—
Liabilities
Convertible notes payable, related party		—		—		10,500,000
Total liabilities		—		—		10,500,000
	$	4,017,107	$	—	$	(10,500,000	)


	Fair Value Measurements at May 31, 2019
	Level 1		Level 2			Level 3
Assets
Cash	$	4,508,397	$	—		$	—
Total assets		4,508,397		—			—
Liabilities
Due to related parties		—		225,272			—
Convertible notes payable, related party		—		—			10,500,000
Total liabilities		—		225,272			10,500,000
	$	4,508,397	$	(225,272	)	$	(10,500,000	)

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

There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the years ended May 31, 2020 and 2019.

F-12

WEWARDS, INC.

NOTES TO THE FINANCIAL STATEMENTS

NOTE 5 – INTANGIBLE ASSETS

On April 2, 2020, the Company purchased intellectual property rights (“IP”) from United Power, a Nevada Corporation under common ownership with Lei Pei, the Company’s 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).

Due to the common control nature of the asset purchase, the $179,300 purchase price did not result in a stepped-up basis, and was recognized as equity during the year ended May 31, 2020. During the year ended May 31, 2019, the Company impaired its previously capitalized software costs of $374,125.

NOTE 6 – DUE TO RELATED PARTIES

Due to related parties consists of the following at May 31, 2020 and 2019, respectively:


	May 31,		May 31,
	2020		2019

Over various dates from December 7, 2015 through February 2, 2016, the Company borrowed funds from EDG Development, a company owned by Mr. Pei. All funds expended to date have been used for professional fees, and for other general operating purposes. The loans are unsecured, non-interest bearing and due on demand. The Company accrues imputed interest at 5% per annum on these advances. On May 31, 2020, the noteholder forgave all of the obligations under these loans, consisting of $70,740 of principal and $10,621 of interest.	$	—	$	70,740

On February 22, 2017, the Company borrowed $45,165 from F&L Galaxy, Inc., a company owned by Mr. Pei. All funds expended to date have been used for software development purposes. The loans are unsecured, non-interest bearing and due on demand. The Company accrues imputed interest at 5% per annum on these advances. On May 31, 2020, the noteholder forgave all of the obligations under this loan, consisting of $12,582 of principal and $1,889 of interest.		—		12,582

Over various dates from June 24, 2015 through August 8, 2018, the Company borrowed funds from the Company’s CEO, Mr. Pei. All funds expended to date have been used for professional fees, and for other general operating purposes. The loans are unsecured, non-interest bearing and due on demand. The Company accrues imputed interest at 5% per annum on these advances. On May 31, 2020, the noteholder forgave all of the obligations under these loans, consisting of $141,950 of principal and $19,702 of interest.		—		141,950

Due to related parties	$	—	$	225,272

F-13

WEWARDS, INC.

NOTES TO THE FINANCIAL STATEMENTS

NOTE 7 – CONVERTIBLE NOTES PAYABLE, RELATED PARTY

Convertible notes payable, related party consists of the following at May 31, 2020 and 2019, respectively:


	May 31,		May 31,
	2020		2019

On 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, 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, 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. 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, 2020, there is $407,960 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, 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, 2020, there is $1,011,507 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		—		—
Convertible notes payable, related party, less current portion	$	10,500,000	$	10,500,000

If 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.

The Company recognized interest expense for the years ended May 31, 2020 and 2019, respectively, as follows:


	May 31,		May 31,
	2020		2019

Interest on due to related parties	$	13,117	$	9,591
Interest on convertible notes, related party		526,439		548,151
Total interest expense	$	539,556	$	557,742

F-14

WEWARDS, INC.

NOTES TO THE FINANCIAL STATEMENTS

NOTE 8 – COMMITMENTS AND CONTINGENCIES - LEASE, RELATED PARTY

On March 1, 2018, the Company began occupying its current corporate headquarters at 2960 West Sahara Avenue, Las Vegas, NV 89102, under a five-year sublease with United Power, an affiliate of the Company by reason of common ownership with Lei Pei. The sublease provides for base monthly rent of $15,000, plus increases of up to 3% each year based on increases, if any, of the Consumer Price Index. The building is owned by Future Property Limited. Rent expense for each of the years ended May 31, 2020 and 2019 was $180,000. The Company has accounted for the lease under ASC 842, as follows:

The components of lease expense were as follows:


	For the
	Year Ended
	May 31,
	2020
Operating lease cost:
Amortization of assets	$	138,485
Interest on lease liabilities		41,515
Total operating lease cost	$	180,000

Supplemental balance sheet information related to leases was as follows:


	May 31,
	2020
Operating lease:
Operating lease assets	$	443,014

Current portion of operating lease obligation	$	149,979
Noncurrent operating lease obligation		293,035
Total operating lease obligation	$	443,014

Weighted average remaining lease term:
Operating leases		2.75 years

Weighted average discount rate:
Operating lease		8.00	%

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


	For the
	Year Ended
	May 31,
	2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used for operating leases	$	180,000

F-15

WEWARDS, INC.

NOTES TO THE FINANCIAL STATEMENTS

Future minimum annual lease payments required under the operating lease and the present value of the net minimum lease payments are as follows at May 31, 2020:


For the Fiscal Year	Minimum Lease
Ended May 31:	Commitments
2021	$	180,000
2022		180,000
2023		135,000
Total payments	$	495,000
Amount representing interest	$	(51,986	)
Lease obligation, net		443,014
Less current portion		(149,979	)
Lease obligation – long term	$	293,035

Rent expense was $180,000 and $180,000 for the years ended May 31, 2020 and 2019, respectively.

NOTE 9 – CHANGES IN STOCKHOLDERS’ EQUITY

Preferred Stock

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.

Common Stock

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, 2020.

NOTE 10 - INCOME TAX

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.

For the years ended May 31, 2020 and 2019, 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 the uncertainty of the realization of any tax assets. At May 31, 2020, the Company had approximately $5,826,000 of federal net operating losses. The net operating loss carry forwards, if not utilized, will begin to expire in 2034.

The effective income tax rate for the years ended May 31, 2020 and 2019 consisted of the following:


	May 31,
	2020			2019
Federal statutory income tax rate		21	%		21	%
State income taxes		-%			-%
Change in valuation allowance		(21	%)		(21	%)
Net effective income tax rate		—			—

F-16

WEWARDS, INC.

NOTES TO THE FINANCIAL STATEMENTS

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


	May 31,
	2020			2019
Deferred tax assets:
Net operating loss carry forwards	$	1,223,460		$	1,288,400

Net deferred tax assets before valuation allowance	$	1,223,460		$	1,288,400
Less: Valuation allowance		(1,223,460	)		(1,288,400	)
Net deferred tax assets	$	—		$	—

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, 2020 and 2019, respectively.

In accordance with FASB ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions.

NOTE 11 – SUBSEQUENT EVENTS

In 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.

F-17

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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, 2020 (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.

Based 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.

Management's Annual Report on Internal Control Over Financial Reporting

Management 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 Exchange Act. 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.

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).

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. In connection with management's assessment of our internal control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act of 2002, we have determined that there were control deficiencies that constituted material weaknesses, as described below:

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.

We did not maintain appropriate cash controls – As of May 31, 2020, 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.

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

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

Changes in Internal Control over Financial Reporting

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 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Set forth below is information on our sole director and executive officer.


Name	Age	Position

Lei Pei	42	President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and sole Director

Lei 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.

Family Relationships

None.

Board Committees and Audit Committee Financial Expert

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.

Director Nominations

As of May 31, 2020, we 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.

Delinquent Section 16(a) Reports

Section 16(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. Directors, 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, 2020 were filed timely.

ITEM 11. EXECUTIVE COMPENSATION.

Officer Compensation

We did not pay or accrue any compensation during the fiscal years ended May 31, 2020 and 2019 to Mr. Pei, who was our only executive officer during the fiscal year ended May 31, 2020.

We have no employment agreement with Mr. Pei, and do not currently contemplate entering into any employment agreement.

There are no stock option plans, retirement, pension, or profit-sharing plans for the benefit of our current sole officer and director.

Director Compensation

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

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth, as of August 20, 2020, certain information with regard to the record and beneficial ownership of 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., 2960 West Sahara Avenue, Las Vegas, Nevada 89102:


	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%	—	—

* less than 1%

⁽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.

⁽²⁾

Percentage of beneficial ownership is based upon 107,483,450 shares of Common Stock outstanding as of August 20, 2020. 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 20, 2020, 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.

⁽³⁾

Includes 30,406,035 shares owned by the LFA 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, and 30,406,035 shares 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.

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

Director Independence

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.

Software Purchase

Due to Related Parties

As of May 31, 2019, the Company owed a company owned by Mr. Pei $70,740. All funds expended to date have been used for professional fees, and for other general operating purposes. On May 31, 2020, the noteholder forgave all obligations under this loan, consisting of $70,740 of principal and $10,621 of interest.

As of May 31, 2019, the Company owed F&L Galaxy, Inc., (a Company owned by Weward’s CEO), $12,582 for software development expense. On May 31, 2020, the noteholder forgave all obligations under this loan, consisting of $12,582 of principal and $1,889 of interest.

As of May 31, 2019, the Company owed Mr. Pei $141,950. All funds expended to date have been used for professional fees, and for other general operating purposes. On May 31, 2020, Mr. Pei forgave all obligations under this loan, consisting of $141,950 of principal and $19,702 of interest.

Convertible Promissory Notes

On 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, 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, 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. 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, 2020, there is $407,960 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, 2020, there is $1,011,507 of accrued interest on this loan.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

All audit work was performed by the full-time employees of M&K CPAS, PLLC (“M&K”) for the year ended May 31, 2020. 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.

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,
	2020		2019
Audit fees:⁽¹⁾
M&K CPAS, PLLC	$	15,000	$	—
Prager Metis CPA’s LLC		27,750		22,850
Audit related fees		—		—
Tax fees		—		—
All other fees		—		—
Total	$	42,750	$	22,850

⁽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		Articles of Incorporation (incorporated by reference to Exhibit 3.1.1 of the Form S-1 filed with the Securities and Exchange Commission by Wewards, Inc. on August 8, 2014)
3.2		Certificate of Amendment to Articles of Incorporation dated December 18, 2013 (incorporated by reference to Exhibit 3.1.2 of the Form S-1 filed with the Securities and Exchange Commission by Wewards, Inc. on August 8, 2014)
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)
10.1*		Intellectual Property Rights Purchase and Transfer Agreement between Wewards, Inc. and United Power, Inc., dated as of April 2, 2020
10.2*		License Agreement between Wewards, Inc. and Sandbx Corp, dated as of April 20, 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*		XBRL Instance Document
101.SCH*		XBRL Schema Document
101.CAL*		XBRL Calculation Linkbase Document
101.DEF*		XBRL Definition Linkbase Document
101.LAB*		XBRL Labels Linkbase Document
101.PRE*		XBRL Presentation Linkbase Document

* 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 31, 2020

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 31, 2020
Lei Pei	(Principal Executive Officer and Principal Financial Officer)

EXHIBIT 10.1

INTELLECTUAL PROPERTY RIGHTS

PURCHASE AND TRANSFER AGREEMENT

This Intellectual Property Rights Purchase and Transfer Agreement (this “Agreement”) is made as of this 2^nd day of April 2020, between Wewards, Inc. A Nevada Corporation, (hereinafter referred to as “Wewards” or “WEWA” or “Buyer”), and United Power, Inc., a Nevada Corporation, hereinafter referred to as (“UPI” or “Seller” or “United Power”).

RECITALS:

A. United Power currently owns or has the right to certain Intellectual Property Rights identified on Exhibit A hereto (the “Assets”), including but not limited to Patents, Pending Patents, Trademarks and Continuation-in-Part, Applications, etc. listed thereon.

Upon the Closing Date, United Power shall transfer to Buyer the Assets free of any and all encumbrances and Buyer accepts all rights to the Assets.

Wewards wishes to purchase the Assets for the Purchase Price set forth in Section 2 below.

It is therefore agreed as follows:

Definitions.

As used herein, the following terms shall have the following meanings:

Intellectual Property Rights. The term “Intellectual Property Rights” means all (i) patents, patent applications, patent disclosures and inventions, (ii) Internet Domain names, trademarks, service marks, trade dress, trade names, logos and corporate names and registrations and applications for registration thereof together with all of the goodwill associated therewith, (iii) copyrights (registered or unregistered) and copyrightable works and registrations and applications for registration thereof, (iv) mask works and registrations and applications thereof, (v) computer software, data, databases and documentation thereof, (vi) trade secrets and other confidential information (including ideas, formulas, compositions, inventions (whether patentable or unpatentable and whether or not reduced to practice), know-how, manufacturing and production processes and techniques, research and development information, drawings, specifications, designs, plans, proposals, technical data, and copyrightable works, financial and marketing plans and customer and supplier lists and information, and (vii) copies and tangible embodiments thereof (in whatever form or medium).

Closing. The term “Closing” or “Closing Date” shall have the meaning ascribed to it in Section 3.

Closing Date Payment. The term “Closing Date Payment” shall have the meaning ascribed to it in Section 3.

Material Adverse Effect. The term “Material Adverse Effect” shall mean events which have an adverse effect in the aggregate which, measured in dollars, exceeds the sum of $10,000.

Material Contract. The term “Material Contract” shall have the meaning ascribed to it in Section 5.3.

Proration Date. The term “Proration Date” shall mean the specific date set for Closing in Section 3 or any subsequent date set for Closing, provided that the actual date of Closing occurs within five (5) business days after said date set for Closing.

Affiliate of Seller. The term “Affiliate of Seller” shall mean (i) any individual, partnership, corporation, or other entity or person which is owned or controlled directly or indirectly by United Power; (ii) any other individual, partnership, corporation, or other entity or person which controls or is controlled by or under common control with Seller; and (iii) any officer, director, partner, or owner of 10 percent or greater equity or voting interest in any such other corporation, partnership, or other entity or person.

Code. The term “Code” shall mean the Internal Revenue Code of 1986, as amended.

Agreement. The term “Agreement” shall mean this instrument and all Schedules and Exhibits attached hereto.

Sale, Purchase and Transfer of Intellectual Property Rights.

1.1

Assets.

Subject to the terms and conditions of this Agreement, at the Closing referred to herein, Seller agrees to sell, transfer and assign and Buyer agrees to purchase and accept on the terms stated herein, all of Seller's right, title and interest in and to the Assets, including, without limitation, all contracts, contract rights, licenses, licenses, notifications, approvals and authorizations to the extent assignable associated therewith (the “Contracts”).

1.2

Assignment of Contracts.

(a)

Contracts Assignable Without Consent. Seller agrees to assign or cause to be assigned to Buyer or a Designee, as of the Closing, all of the rights of Seller under the Contracts that are assignable without consent of any third party and Buyer shall assume, as of the Closing,

(b)

Seller to Use Reasonable Efforts. Anything in this Agreement to the contrary notwithstanding, Seller shall be obligated to sell, assign, transfer or convey or cause to be assigned, transferred or conveyed to Buyer or a Designee, if applicable, any of its rights in and to any of the Assets and first obtaining all necessary approvals, consents or waivers. Seller shall use all reasonable efforts, and cooperate with the Buyer, to obtain all necessary approvals, consents or waivers, or to resolve any impracticalities of transfer necessary to

assign or convey to Buyer or a Designee, if applicable, the Asset as soon as practicable; provided, however, that neither Seller nor Buyer shall be obligated to pay any consideration therefor except for filing fees and other ordinary administrative charges which shall be paid by Seller to the third party from whom such approval, consent or waiver is requested. Such approvals, consents, and waivers shall be in favor of the Buyer and, if applicable, a Designee.

(c)

If Waivers or Consents Cannot be Obtained. To the extent that any of the approvals, consents or waivers referred to in have not been obtained by Seller as of the Closing, or until the impracticalities of transfer are resolved, Seller shall, during the remaining term of such Contracts, use all reasonable efforts to (i) obtain the consent of any such third party with the filing fees and ordinary administrative charges payable to such third party shall be the sole responsibility of the Seller; (ii) cooperate with Buyer in any reasonable and lawful arrangements designed to provide the benefits of such Contracts to Buyer or a Designee, if applicable, so long as Buyer fully cooperates with Seller in such arrangements; and (iii) enforce, at the request of Buyer and at the expense of the Seller.

1.3

Transferring Assets and Licenses.

Seller will assign the Assets, transfer or convey, or cause to be assigned, transferred or conveyed to Buyer or a Designee, if applicable, at the Closing.

Purchase Price.

The purchase price for the Assets (“Purchase Price”) shall be one hundred seventy-nine thousand and three hundred ($179,300) dollars of Buyer. All securities are to be delivered to the Seller at the Closing.

Closing.

Date of Closing. The Closing shall take place at the offices of Wewards, Inc., or at such other place as the parties may agree in writing, on April 2, 2020 or such later date as all conditions to Closing set forth in Section 7.7 below have been completed.

3.1

Documents to be Delivered by Seller.

At or prior to the Closing, Seller shall deliver, or cause to be delivered, the following:

(a)

documents of Assignment free of encumbrances and other instruments of transfer, dated the Closing Date, transferring to Buyer title to the Assets.

(b)

documents evidencing the assignment and assumption of the Contracts to

Buyer or a Designee (together with any third-party consents required for such transfers).

(c)

provide a copy of the written consent of resolutions of the board of directors of United Power and copies of the resolutions of the shareholders of United Power authorizing the execution, delivery and performance of this Agreement by United Power.

3.2

Documents to be Delivered by Buyer.

At or prior to the Closing Date, Buyer shall deliver the following:

(a)

documents evidencing the issuance of a security instrument e.g. business check or cashier’s check in the amount of one hundred seventy-nine thousand and three hundred ($179,300) dollars pay to Seller.

(b)

a copy of the resolutions of the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement by Buyer, and a certificate of its secretary or assistant secretary, dated the Closing Date, that such resolutions were duly adopted and are in full force and effect.

3.3

Transfer Fees

Any recording fees or related Asset transfer fees shall be paid by Seller.

Conduct of the Seller Pending Closing.

(a)

Between the date hereof and the Closing Date, Seller shall continue to operate the Business in the ordinary course and in a manner reasonably consistent with its present operating plan.

(b)

Seller will not take any action, (i) the result of which will be to create a Material Adverse Effect on the value of the Assets, or (ii) which is both not reasonably consistent with its normal operating plan and not in the ordinary course of business, except as otherwise set forth in this Section 4.

Representations of Seller.

Seller represents to Buyer that:

5.1

Organization, Standing and Authority.

United Power is a corporation organized, under the laws of the State of Nevada.

5.2

Authorization of Agreement; Authority.

The execution, delivery and performance of this Agreement by Seller has been duly authorized by all necessary corporate and partnership action of Seller, and this Agreement constitutes the valid and binding obligation of Seller, enforceable in accordance with its terms,

except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution, delivery and performance of this Agreement by Seller will not (a) violate or conflict with United Power corporate power and authority; (b) constitute a violation of any law, regulation, order, writ, judgment, injunction or decree applicable to Seller; or (c) subject to the receipt of appropriate consents as specified in this Agreement as of the Closing Date, conflict with, or result in the breach of the provisions of, or constitute a default under, any agreement, license, permit or other instrument to which Seller is a party or is bound or by which the Assets are bound.

5.3

Material Contracts.

All of the Material Contracts which are to be transferred to Buyer at Closing, if any, have not been further modified, or amended. A Material Contract shall mean a Contract which involves payments, performance of services or delivery of goods by or to Seller after the Closing Date in an amount with any value.

5.4

Litigation., Compliance with Laws.

There are no judicial or administrative actions, proceedings or investigations pending or, to the best of Seller's knowledge, threatened, that question the validity of this Agreement or any action taken or to be taken by Seller in connection with this Agreement. There is no claim of infringement, litigation, proceeding or governmental investigation pending or, to the best of Seller's knowledge, threatened, or any order, injunction or decree outstanding which, if decided unfavorably, would have a Material Adverse Effect on Buyer.

5.5

The Assets.

Seller has, or will have on the Closing Date, good and marketable title (which includes leasehold title if applicable) to the Assets to be transferred to Buyer on the Closing Date. Please see Exhibit A in regards to Assets to be transferred.

6. Representations of Buyer. Buyer represents to Seller as follows:

6.1

Buyer's Organization.

Buyer is a Corporation organized, existing and in good standing under the laws of Nevada and has the full corporate power and authority to enter into and to perform this Agreement.

6.2

Authorization of Agreement. The execution, delivery and performance of this Agreement by Buyer have been duly authorized by all necessary corporate action of Buyer, and this Agreement constitutes the valid and binding obligation of Buyer enforceable against it in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

6.3

Consents of Third Parties. The execution, delivery and performance of this Agreement by Buyer will not (a) violate or conflict with the articles of organization or by-laws of Buyer; or (b) constitute a violation of any law, regulation, order, writ, judgment, injunction or decree applicable to Buyer.

6.4

Litigation.

There are no judicial or administrative actions, proceedings or investigations pending or, to the best of Buyer's knowledge, threatened, that question the validity of this Agreement or any action taken or to be taken by Buyer in connection with this Agreement. There is no litigation, proceeding or governmental investigation pending or, to the best of Buyer's knowledge, threatened, or any order, injunction or decree outstanding, against the Buyer that, if adversely determined, would have a material effect upon Buyer's ability to perform its obligations under this Agreement.

Further Agreements of the Parties.

7.1

Access to Information.

Buyer and each Designee shall have access to information and other Assets for due diligence investigation purposes and to facilitate an orderly transition in the management of those Assets in anticipation of Closing. In addition, Seller will make available to Buyer and each Designee its financial statements and shall cooperate and instruct Seller's independent auditors to cooperate, at Buyer's expense, in preparing the financial statement and which Buyer will, or such Designee may, be required to file with the Securities Exchange Commission.

7.2

Notice of Changes and Events.

Each party shall promptly notify the other party in writing, and furnish to such party any information that such party may reasonably request, with respect to the occurrence of any event or the existence of any state of facts that would (i) result in the party's representations and warranties not being true if they were made at any time prior to or as of the Closing Date, or (ii) impair the party's ability to perform its obligations under this Agreement.

7.3

Expenses. Except as otherwise specifically provided in this Agreement, Buyer and Seller shall bear their own respective expenses incurred in connection with this Agreement and in connection with all obligations required to be performed by each of them under this Agreement.

7.4

Publicity. Buyer shall have the right to issue a public announcement or press release concerning the transactions contemplated by this Agreement and, except as may be required by applicable law or regulation or rule of any stock exchange or organized securities market on which the securities of Buyer or Seller's securities listed or traded, will most likely make a public announcement or issue a press release.

7.5

Preservation of Records.

Buyer agrees that neither Buyer nor any Designee shall destroy any records related to the Assets without first giving Seller sixty (60) days advance written notice and an opportunity to take custody of such records, at Seller's cost and expense, including reimbursement of Buyer's or any affected Designee's extraordinary costs, if any.

7.6

Buyer's Due Diligence.

Buyer may conduct due diligence examinations during a period commencing on the date hereof and ending at the close of business on the day prior to the Closing Date (the “Due Diligence Period”).

7.7

Conditions to Obligations of Seller. The respective obligations of each party to perform this Agreement and consummate the Closing are subject to the satisfaction of the following conditions, unless waived by the applicable party.

(a)

The shareholders of Seller shall have approved this Agreement, and the consummation of the transactions contemplated hereby, to the extent required by applicable law.

(b)

Buyer shall have executed a mutually agreeable and reasonable non-compete agreement with seller.

7.8

Registration Rights. Buyer and Seller shall negotiate and execute a mutually agreeable registration rights agreement covering the compliance requirement by the SEC including filing with SEC in connection with the transactions contemplated hereunder.

Default; Remedies; Arbitration.

8.1

Default; Remedies. Time is of the essence of this Agreement. If either party fails or refuses to carry out this Agreement according to its terms, the other party shall be entitled to the remedies set forth below.

8.2

Arbitration. This Agreement shall not be subject to termination except as specifically provided in this Agreement. Any question, controversy or claim arising under or relating to this Agreement, including without limitation any such matter pertaining to an alleged event having a Material Adverse Effect or any adjustment of the Purchase Price, or for any breach hereof, shall be settled by arbitration in accordance with the rules of the American Arbitration Association and the provisions of the laws of Nevada relating to arbitration, as said rules and laws are in effect on the date of this Agreement. The arbitration shall be conducted in State of Nevada, by and before a single arbitrator, who is experienced in the problem or problems in dispute, to be agreed upon by the Seller and Buyer, or if they are unable to agree upon an arbitrator within ten (10) days after written demand by either party for arbitration, then, at the written request of either party, the arbitrator shall be appointed by the American Arbitration Association, Proceedings to obtain a judgment with respect to any

award rendered hereunder shall be undertaken in accordance with the laws of Nevada including the conflicts of laws provisions thereof.

Each party shall pay one-half of the arbitrator's fees and expenses. Upon application to the arbitrator, the parties shall be entitled to limited discovery, including only exchange of documents and only depositions on such terms as the arbitrator may allow for purposes of fairness and to reduce the overall time and expense of the arbitration.

Indemnification and Related Matters.

9.1

Indemnification.

Buyer agrees to save, defend, indemnify and hold Seller and its officers and directors, parents, subsidiaries, shareholders, affiliates, predecessors, successors and assigns (and their respective officers, directors, employees and agents) harmless from and against any loss, claims, liabilities, damages, costs and expenses, including attorneys' fees incurred with respect to third parties (“Damages”) resulting from, based upon, or arising out of:

(i)

any breaches, occurring before, at or after Closing, of Contracts, Long Term Leases, permits, licenses, and all other agreements and obligations transferred or assigned to Buyer;

(ii)

the operation, management or condition of the Assets or Business at or after the Closing;

(iii)

all matters assumed by the Buyer pursuant to any and all provisions of this Agreement or any related agreement; and

(iv)

all actions, claims, suits, proceedings, demands, assessments, judgments, costs and expenses, including attorneys' fees (incurred with respect to third parties), with respect to the foregoing.

Wherever this Agreement provides for Buyer's indemnification the term “Seller” shall mean United Power, Inc.

Seller agrees to save, defend, indemnify and hold Buyer and its officers and directors, parents, subsidiaries, affiliates, predecessors, successors and assigns (and their respective officers, directors, employees and agents) harmless from and against any loss, claims, liabilities, damages, costs and expenses, including attorneys' fees incurred with respect to third parties (“Damages”) resulting from, based upon, or arising out of:

(i)

fringement claims brought against the Assets or any portion thereof, any breaches, occurring before the Closing, of Contracts, Long Term Leases, permits, licenses, and all other agreements and obligations transferred or assigned to Buyer;

(ii)

the operation, management or condition of the Assets or Business or, whether arising before the Closing, excluding only those matters covered by Section 9 above; and

(iii)

all actions, claims, suits, proceedings, demands, assessments, judgments, costs and expenses, including attorneys' fees (incurred with respect to third parties), with respect to the foregoing.

9.2

Defense of Claims by Third Parties. If any claim is made against a party that, if sustained, would give rise to a liability of the other under this Agreement, Buyer or Seller, as the case may be, shall promptly cause notice of the claim to be delivered to the other and shall notify the other party and its counsel of its obligation to defend such claim, at such other party’s sole expense. The obligation to defend indemnity claims shall be the responsibility of each party for a period of two (2) years, with counsel satisfactory to the party against which such claim is made.

10.

Miscellaneous.

10.1

Entire Agreement. This Agreement contains, and is intended as, a complete statement of all of the terms of the arrangements between the parties with respect to the matters provided for, supersedes any previous agreements and understandings between the parties with respect to those matters, and cannot be changed or terminated orally.

10.2

Governing Law. Seller and Buyer each hereby consent to personal jurisdiction in any action brought with respect to this Agreement and the transactions contemplated hereunder in State of Nevada and to the arbitration described in Section 8 of this Agreement shall be governed by and construed in accordance with the law of the State of Nevada.

10.3

Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed given when delivered personally or mailed by registered mail, return receipt requested, to the parties at the following addresses (or to such address as a party may have specified by notice given to the other party pursuant to this provision):

If to Buyer to:

Lei Pei, CEO

Wewards, Inc.

2960 W Sahara Ave

Las Vegas, NV, 89102

If to Seller, to:

Lei Pei, CEO

United Power, Inc.

130 E. Huntington Dr

Arcadia, CA 91006

10.4

Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement which shall remain in full force and effect.

10.5

Further Assurances and Assistance. Buyer and Seller agree that each will execute and deliver to the other any and all documents, in addition to those expressly provided for herein, that may be necessary or appropriate to effectuate the provisions of this Agreement, whether before, at or after the Closing. Seller agrees that, at any time and from time to time after the Closing, it will execute and deliver to Buyer such further assignments or other written assurances as Buyer may reasonably request to perfect and protect Buyer's title to the Assets.

10.6

Survival. The terms, covenants, agreements, representations and warranties contained in or made pursuant to this Agreement together with all indemnities and undertakings contained herein shall survive the Closing for two (2) years, and shall not be deemed to have been merged in any of the documents delivered at the Closing, irrespective of any investigation made by or on behalf of any party.

10.7

Waiver. Any party may waive compliance by another with any of the provisions of this Agreement. No waiver of any provision shall be construed as a waiver of any other provision. Any waiver must be in writing and signed by the party waiving such provision.

10.8

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Except as expressly set forth herein, nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement, including any such person or entity asserting rights as a third party beneficiary with respect to environmental matters. No assignment of this Agreement or of any rights or obligation hereunder may be made by either party (by operation of law or otherwise) without the prior written consent of the other and any attempted assignment without the required consent shall be void; provided, however, that no such consent shall be required of Buyer to assign its rights under this Agreement to one or more Designees, but no such assignment by Buyer of its rights or obligations hereunder shall relieve Buyer of any of its obligations to Seller under this Agreement. Further, no such consent shall be required of Seller to assign its rights or obligations under this Agreement to one or more Affiliates of Seller, but no such assignment by seller of its rights or obligations hereunder shall relieve Seller of any of its obligations to Buyer hereunder.

10.9

Counterparts. This Agreement may be executed in counterparts, each of which shall be an original, but which together shall constitute one and the same Agreement.

10.10

No Recordation. Neither this Agreement nor a memorandum hereof shall be recorded in any jurisdiction or public record.

10. 11

No Presumptions. This Agreement is a result of negotiations between Seller and Buyer, both of whom are represented by counsel of their choosing. No presumption shall exist in favor of either party concerning the interpretation of the documents constituting this Agreement by reason of which party drafted the documents.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

UNITED POWER, INC.

By:

/s/ Lei Pei

Lei Pei, CEO of United Power Inc.

[Received signed from seller April 2, 2020]

WEWARDS, INC.

By:

/s/ Lei Pei

Lei Pei, CEO of Wewards, Inc.

Exhibit: A

United Power, Inc. Assets

UPI currently owns IP rights to A MMORPG (Massively Multiplayer Online Role-playing Game) game called Megopoly. It is the first MMOEPG 3-D board game in the world, where players may earn Bitcoins through buying, selling, and managing real estate properties in the forms of tokens, pawns and props in different virtual cities. Each token or pawn or prop is given certain value or “Megopoly Coins” that is equivalent to certain quantity of Satoshi, then equivalent to certain quantity of value of Bitcoin in real-time marketplace.

The game allows thousands of players from different corners of the world interact with each other in real-time. Players travel (move) through different parts of a city, earning profit by investing in properties, charging rent, acquiring rare bonus assets, and selling off their investments to other players. When a player earns enough credits and passes the level-change threshold, the game will propel the player into higher levels of cities where the player will experience more sophisticated, surprising, shocking and unexpected audio-visual effects with more rewards – all in real-time.

The goal of 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.

The Game can be played 24/7 through a web browser on a PC, laptop, tablet or cellphone. It is supported by both English and Chinese languages. It is a free-to-play game for fun and entertainment. The Game’s features and mechanisms are designed for players of both entry-level and pro-level. Entry-level players can immediately enjoy the game, while pros can earn considerable rewards and exchange those rewards for Bitcoins. One of the concepts that UPI designers incorporated into the Game is, “The Sky’s The Limit”, which means a player may earn Bitcoins to an unpredictable level.

An independent valuation from Scalar that was used as a basis for the purchase price is hereby attached.

EXHIBIT 10.2

LICENSE AGREEMENT

This License Agreement (this “Agreement”), effective as of April 20, 2020 (the “Effective Date”), is by and between

Wewards Inc. with offices located at 2960 Sahara Ave, Las Vegas, NV

Hereinafter also referred to as: “Licensor”

And

Sandbx Corp. with offices located at 77 Water St., New York, NY 10004

Hereinafter also referred to as: “Licensee”

WHEREAS, Licensor owns all rights, title, and interest, including all intellectual property rights, in and to the underlying technology platform as described in Section Definitions of this agreement, in “Documentations and Software” and in all Exhibits to this Agreement, which is attached hereto and made a part hereof; and

WHEREAS, Licensee desires to obtain a non-exclusive license in the “Territory” (as defined below) to use the underlying technology platform, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Definitions.

“Documentation and Software” means Licensor’s user manuals, instructions, technical literature and other materials either electronically or in hard copy form and related to the platform, and comprises the game platform (as described in Exhibit B) and its full functionality.

“Territory” means North America and Europe

“Updates” means any updates, bug fixes, patches, or other error corrections to the software, and which Licensor generally makes available free of charge to licensees, as described in “Documentation and Software”.

“Consumers” means individuals who use the game platform to play a game.

“USD” means the lawful currency of the United States of America.

License.

(a)

License Grant. Subject to and conditioned on Licensee’s compliance with all of the terms and conditions of this Agreement, Licensor hereby grants Licensee a nonexclusive and non-transferable license during the Term and solely in the Territory, to

(i) install, run, use and display the game platform as described in “Documentation and Software” for the benefit of Consumers;

(iii) use and make a reasonable number of copies of Documentation and Software solely for Licensee’s internal business purposes in connection with Licensee’s license hereunder.

Anything in this Agreement to the contrary notwithstanding, Licensor has the right to monitor Licensee’s business and activities during the Term of this Agreement, and to terminate this Agreement if Licensor determines, in its sole discretion, that Licensee’s activities are in violation of this Agreement.

(b)

Use Restrictions. Licensee shall not use the Platform or Documentation and Software for any purposes beyond the scope of the license granted in this Agreement. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, Licensee shall not at any time, directly or indirectly:

(i)

copy, modify, or create derivative works of the Platform or Documentation and Software, in whole or in part;

(ii)

rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform or Documentation and Software without prior written consent of the Licensor;

(iii)

remove any proprietary notices from the Platform or Documentation and Software; or

(iv)

use the Platform or Documentation and Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; or

(c)

Reservation of Rights. Licensor reserves all rights not expressly granted to Licensee in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Licensee or any third party any intellectual property rights or other right, title, or interest in or to the Platform or Documentation and Software.

(d)

Delivery. Licensor shall enable Licensee to have access to the Platform on or shortly after the Effective Date of this Agreement.

3. Initial Setup Fee, Royalty, Payment Method and Auditing

(a)

Initial Setup Fee. Licensee shall pay a setup fee in the amount of $50,000 USD to Licensor as a consideration to access to source code and setup assistance. The setup fee shall be paid in 5 equal monthly installments starting from May 1, 2020.

(b)

Following the launch of the game platform by Licensee, Licensor will be entitled to a royalty of 10% of net revenue (not including business expenses such as salaries etc.) from the sales of in-game assets by the Licensee or $5,000 USD (whichever is greater) each month starting from the completion of initial SETUP, but no later than January 31, 2021.

(c)

Royalty Payment Frequency and Period. Royalty Payments shall be made on a monthly basis to reflect the Licensee’s sales revenue generated by gaming customers in the preceding month.

(d)

Payment Method. All such payments shall be made by ACH, Wire, or any other method agreed upon by the parties.

(e)

Auditing. Licensee agrees to accept periodic and random sales audit and inspection by Licensor or Licensor’s designated representative(s). Additionally, Licensee agrees to maintain complete and accurate records during the Term and for a period of one (1) year after the termination or expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder.

4. Confidential Information.

From time to time during the Term, either party may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is:

(a)

in the public domain;

(b)

known to the receiving party at the time of disclosure;

(c)

rightfully obtained by the receiving party on a non-confidential basis from a third party; or

(d)

independently developed by the receiving party.

The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required

(i)

in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or

(ii)

to establish a party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving party shall promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing

party that such Confidential Information has been destroyed. Each party’s obligations of nondisclosure with regard to Confidential Information are effective as of the Effective Date and will expire only at such time as such information ceases to be Confidential Information.

Intellectual Property Ownership. Licensee acknowledges that, as between Licensee and Licensor,

Licensor owns all right, title, and interest, including all intellectual property rights, in and to use of the Documentation and Software and any other information, data and technology connected to the game platform.

Modifications.

(a)

Exclusive Right. Licensor expressly retains its exclusive rights to make and to carry out any changes, modifications, additions, deletions or improvements to the Platform, provided that any such changes, modifications, additions, deletions or improvements shall not render the Platform unfit to be used in connection with the Platform and/or function or perform at least at the same level as before.

(b)

Improvements. If Licensor develops any new feature, modification or improvement relating to the technology of the Platform during the Term of this Agreement, Licensor shall own such new feature, modification or improvement and shall inform Licensee of the details thereof, and, if requested by Licensee, include such feature, modification or improvement as part of the license as contemplated under Section 2.

Support.

Licensor shall provide technical advice and assistance by telephone, facsimile transmission or (electronic) mail relating to Licensee's use of the Platform, Documentation and Software and any other information, data and technology as shall be necessary to resolve Licensee’s difficulties and queries in using the Platform during the Term of this Agreement, and without charge.

Representations and Warranties.

(a)

Mutual Representations and Warranties. Licensor and Licensee hereby represent and warrant that:

(i)

they each have full power and authority to enter into and all the rights necessary to perform their obligations under this Agreement; and

(ii)

no consent, approval or authorization is required for either of them to enter into and perform their respective obligations under this Agreement.

(b)

Licensor Warranties. Licensor hereby warrants that:

(i)

Licensor is the owner of all intellectual property rights of whatever nature of Platforms, Documentation and Software and any other information, data and technology connected, and it’s free and clear from any third party rights or interests; and

(ii)

the Platform will perform materially as described in Documentation and Software for the Term of this Agreement, and at time of delivery the Platform does not contain any virus or other malicious code that would cause the Platform to become inoperable or incapable of being used in accordance with Documentation and Software.

(c)

Exclusions. The warranties set forth in Section 8(b) do not apply and become null and void if Licensee breaches any provision of this Agreement.

(d)

Limitations. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8(B), THE PLATFORM AND DOCUMENTATION AND SOFTWARE ARE PROVIDED “AS IS” AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8(B), LICENSOR MAKES NO WARRANTY OF ANY KIND THAT THE PLATFORM AND DOCUMENTATION AND SOFTWARE, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET LICENSEE’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

9. Indemnification.

(a) Licensor Indemnification.

(i)

Licensor shall indemnify, defend, and hold harmless Licensee from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by Licensee resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Platform or Documentation and Software, or any use thereof in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights, provided that Licensee promptly notifies Licensor in writing of the claim, cooperates with Licensor, and allows Licensor sole authority to control the defense and settlement of such claim.

(ii)

If such a claim is made or appears possible, Licensee agrees to permit Licensor, at Licensor’s sole discretion, to (A) modify or replace the Platform or Documentation and Software, or component or part thereof, to make it non-infringing, or (B) obtain the right for Licensee to continue use. If Licensor determines that none of these alternatives is reasonably available, Licensor may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Licensee.

(iii)

This Section 9(a) will not apply to the extent that the alleged infringement arises from use of the Platform or Documentation and Software in combination with data, software, hardware, equipment, or technology not provided by Licensor or authorized by Licensor in writing.

(b)

Licensee Indemnification. Licensee shall indemnify, hold harmless, and, at Licensor’s option, defend Licensor from and against any Losses resulting from any Third-Party Claim based on Licensee’s or Users: (i) negligence or willful misconduct; (ii) use of the Platform or Documentation and Software in a manner not authorized or contemplated by this Agreement; provided that Licensee may not settle any Third-Party Claim against Licensor unless such settlement completely and forever releases Licensor from all liability with respect to such Third-Party Claim or unless Licensor consents to such settlement, and provided further that Licensor will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

(c)

Sole Remedy. THIS SECTION 9 SETS FORTH LICENSEE’S SOLE REMEDIES AND LICENSOR’S SOLE

LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE PLATFORM OR DOCUMENTATION AND SOFTWARE INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

10. Limitations of Liability.

IN NO EVENT WILL LICENSOR BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL LICENSOR’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO LICENSOR UNDER THIS AGREEMENT IN THE SIX MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. Term and Termination.

(a)

Term. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to any of the Agreement’s express provisions, will continue in effect until one (1) year from such date (the “Initial Term”). This Agreement will automatically renew for additional successive monthly terms unless earlier terminated pursuant to this Agreement’s express provisions or either party gives the other party written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current term (each a “Renewal Term” and together with the Initial Term, the “Term”).

(b)

Termination. Each party may terminate this agreement with or without reason upon providing a written sixty (60) days notice.

12. Miscellaneous.

(a)

Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties.

(b)

Notices. Any notice or other document required to be given under this Agreement or any communication between the parties with respect to any of the provisions of this Agreement shall be in writing in English and be deemed duly given if signed by or on behalf of a duly authorized officer of the party giving the notice and if left at or sent by facsimile transmission or mail (including electronic mail) to the following addresses:

To the Licensor

Address :

2960 W Sahara Ave. Las Vegas, NV 89102

For the attention of

Lester Pei

To the Licensee

Address :

77 Water St., New York, NY 10004

For the attention of

U. Soroka

finance@sandbx.co

(c)

Force Majeure. In no event shall either party be liable to the other party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such party’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

(d)

Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each party. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

(e)

Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

(f)

Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

(g)

Assignment. Licensee may not assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Licensor. Any purported assignment, transfer, or delegation in violation of this Section is null and void. No assignment, transfer, or delegation will relieve the assigning or delegating

party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

(h)

Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the laws of Nevada.

(i)

No Partnership. This Agreement shall not be deemed to constitute a partnership or joint venture or contract of employment between the parties.

(j)

No restriction. Nothing in this Agreement shall impair Licensor’s right to acquire, license, develop for itself, or have others develop for it, similar technology performing the same or similar functions as the technology contemplated by this Agreement, or to market and distribute such similar technology in addition to, or in lieu of, the Platform, anywhere in the world.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

Wewards, Inc.

By: _____Lei Pei_________________ [Name]

/s/ Lei Pei

___________________________ [Signature]

____CEO______________________ [Title]

Sandbx Corp.

By: U. Soroka

/s/ Uri Soroka

___________________________ [Signature]

CEO

___________________________ [Title]

Exhibit B is attached

Exhibit B

This is the attachment to LICENSE AGREEMENT under section 1. Definitions.

The item(s) to be licensed is an MMO (Massively Multiplayer Online) game, namely MEGOPOLY, consisting of all technology and related rights associated with the game including source codes, user manuals, instructions, technical literature and other materials either electronically or in hard copy form and related to the game and the game platform, as well as its full functionality.

Megopoly is an MMO 3-D board game, where players will be able to earn fractions of Bitcoins (satoshi) through buying, selling, and managing virtual real estate properties using in-game currency (Megopoly Coins).

Players travel (move) through different parts of a city, earning in-game currency by “investing” in properties, “charging” rent, “acquiring” bonus assets, and selling their properties to other players for in-game currency. A player will be able to progress to higher levels of “cities”.

Megopoly is playable through a web browser on a desktop computer, tablet or smart phone.

Exhibit 31.1

WEWARDS, INC.

CERTIFICATIONS PURSUANT TO
RULE 13A-14(A) OR RULE 15D-14(A),
AS ADOPTED PURSUANT TO
RULE 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Lei Pei, certify that:

1. I have reviewed this Form 10-K of Wewards, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Lei Pei

Lei Pei

Chief Executive Officer and Chief Financial Officer

Dated: August 31, 2020

EXHIBIT 32.1

WEWARDS, INC.

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Wewards, Inc. (the “Company”) on Form 10-K for the year ended May 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lei Pei, Chief Executive Officer and Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



		/s/ Lei Pei Lei Pei
Date: August 31, 2020		Principal Executive Officer and Principal Financial Officer