WEWARDS, INC.

Wewards, Inc. operates in the software development industry, specifically focusing on a web-based platform accessible by mobile apps that enables consumers to purchase goods from merchants and earn rebates payable in the form of Bitcoin. The company also owns the intellectual property rights to Megopoly, a Massively Multiplayer Online (MMO) board game where players earn fractions of Bitcoins (satoshi) through buying, selling, and managing virtual real estate properties using in-game currency. The company operates entirely within the United States and has not generated any revenues from its Platform or Megopoly to date, aside from related party agreements.

The company's competitive positioning is not extensively detailed in the filing, but it notes that Megopoly is similar in some respects to Monopoly and is designed for players of all skill levels. The company intends to generate revenue by licensing white-label versions of the Platform to third parties, though no such license agreement has been entered into. The company is actively seeking licensing arrangements to bring Megopoly to market.

The core business model is based on licensing intellectual property, including the Megopoly game and related content, to third parties. The company derives revenue principally from licensing its intellectual property, including fixed minimum guarantees and/or sales-based royalties. The company also intends to generate revenue by licensing white-label versions of the Platform to third parties. To date, all revenues have been recognized from licensing Megopoly and related IP to Sandbx Corp., a related party.

The company's primary product is the Megopoly game, an MMO board game where players can earn fractions of Bitcoins (satoshi) through buying, selling, and managing virtual real estate properties using in-game currency (Megopoly Coins). The game is playable through a web browser on a PC, tablet, or smart phone, in both Chinese and English. The company also owns the Platform, a web-based Bitcoin rewards ecosystem that provides consumers with rewards each time they complete a challenge defined by a merchant.

The company's revenue recognition policy involves licensing software to third parties to distribute and host games and content, with revenue recognized when performance obligations are satisfied. The company recognizes revenue from Online-Hosted Service Games as the service is provided through licensing agreements. For licensing arrangements, a portion of the minimum guarantee is recognized when control of the software license is transferred, and the remaining portion is recognized ratably over the contractual term.

During the fiscal year ended May 31, 2026, the company's CEO, Lei Pei, forgave all amounts outstanding under certain convertible debt obligations, totaling $14,349,866 ¹, consisting of $9,866,700 ² of principal and $4,483,166 ³ of accrued interest. The debt forgiveness was treated as a capital contribution. Additionally, the company repaid $633,300 ⁴ of principal on a convertible note on March 31, 2026. The company also terminated its lease on January 15, 2026.

The company generated no revenues during the fiscal years ended May 31, 2026 and 2025. The net loss for the year ended May 31, 2026 was $497,512 ⁵, compared to $596,140 ⁶ for the year ended May 31, 2025, a decrease of $98,628 ⁷, or 17%. Operating loss decreased to $76,655 ⁸ from $90,670 ⁹, a decrease of $14,015 ¹⁰, or 15%. The company had no cash on hand as of May 31, 2026, and negative working capital of $100 ¹¹.

The company is actively pursuing licensing agreements to commence revenues, particularly for the Megopoly game. Management is seeking licensing arrangements to bring the game to market, which represents a key growth vector. The company also intends to generate revenue by licensing white-label versions of the Platform to third parties, though no such agreements have been entered into to date.

The company intends to continue to make investments in research and development and product development to sustain and improve its competitive position. However, the company did not incur any software development costs during the fiscal years ended May 31, 2026 or 2025.

The company's operational outlook is constrained by its limited financial resources. As of May 31, 2026, the company did not have sufficient funds to fund its operations at current levels for the next twelve months. The company expects to continue to experience net negative cash flows from operations and will be required to obtain additional financing to fund operations.

The company's capital allocation strategy is focused on obtaining additional financing to fund operations. The company has not declared or paid any dividends on its common stock since inception and does not anticipate paying dividends for the foreseeable future. The company intends to reinvest any earnings in the development and expansion of its business.

The company faces significant headwinds, including the inability to generate revenues and the need for additional financing. The company's ability to continue as a going concern is dependent upon its ability to raise additional capital and achieve sustainable revenues and profitable operations. The company has been wholly dependent on its CEO and majority shareholder, Lei Pei, for financing, generally in the form of convertible loans.

The company's operations are subject to regulatory uncertainties surrounding the Platform, and the company does not intend to operate the Platform in the United States unless and until it is satisfied that its operations will not violate any statutes or regulations. The company is unable to determine what governmental agencies will have jurisdiction over the Platform or what effect regulations will have on it.

The company has no revenues and no cash on hand, with negative working capital of $100 ¹², raising substantial doubt about its ability to continue as a going concern. The company is wholly dependent on its CEO and majority shareholder, Lei Pei, for financing, and there is no assurance he will continue to provide funding. The company has not generated any revenues from its Platform or Megopoly game, and no license agreements have been entered into for the Platform. The company's internal control over financial reporting is ineffective due to a lack of segregation of duties, as the CEO and CFO are the same person, and there is no audit committee. The company's operations are subject to regulatory uncertainties surrounding the Platform, and it does not intend to operate the Platform in the United States unless it is satisfied that operations will not violate any statutes or regulations.

Management's message emphasizes the company's focus on developing its Bitcoin rewards ecosystem and the Megopoly game, and its intention to generate revenue through licensing arrangements. The company is actively seeking licensing agreements to bring Megopoly to market. Management acknowledges the company's dependence on its CEO and majority shareholder for financing and the need to obtain additional capital to fund operations. The company's strategic priorities include securing licensing agreements and obtaining financing to continue operations.