Cover
Cover - shares | 9 Months Ended | |
Feb. 29, 2024 | Apr. 12, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Feb. 29, 2024 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --05-31 | |
Entity File Number | 000-55957 | |
Entity Registrant Name | WEWARDS, INC. | |
Entity Central Index Key | 0001616156 | |
Entity Tax Identification Number | 33-1230099 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 3305 Spring Mountain Rd Ste 104 | |
Entity Address, City or Town | Las Vegas | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89102 | |
City Area Code | 702 | |
Local Phone Number | 944-5599 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 107,483,450 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Feb. 29, 2024 | May 31, 2023 |
Current assets: | ||
Cash | $ 771,376 | $ 889,405 |
Prepaid expense | 1,649 | 587 |
Total current assets | 773,025 | 889,992 |
Total assets | 773,025 | 889,992 |
Current liabilities: | ||
Accounts payable | 100 | 100 |
Accrued interest, related parties | 3,388,577 | 2,994,467 |
Current maturities of convertible notes payable, related party | 10,500,000 | 2,500,000 |
Total current liabilities | 13,888,677 | 5,494,567 |
Long term liabilities: | ||
Convertible notes payable, related party, net of current maturities | 8,000,000 | |
Total liabilities | 13,888,677 | 13,494,567 |
Commitments and contingencies | ||
Stockholders' equity (deficit): | ||
Preferred stock, $0.001 par value, 50,000,000 shares authorized, no shares issued and outstanding | ||
Common stock, $0.001 par value, 500,000,000 shares authorized, 107,483,450 issued and outstanding | 107,483 | 107,483 |
Additional paid in capital | 5,161,532 | 5,161,532 |
Accumulated deficit | (18,384,667) | (17,873,590) |
Total stockholders' equity (deficit) | (13,115,652) | (12,604,575) |
Total liabilities and stockholders' equity (deficit) | $ 773,025 | $ 889,992 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Feb. 29, 2024 | May 31, 2023 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 107,483,450 | 107,483,450 |
Common stock, shares outstanding | 107,483,450 | 107,483,450 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Feb. 29, 2024 | Feb. 28, 2023 | Feb. 29, 2024 | Feb. 28, 2023 | |
Income Statement [Abstract] | ||||
Revenue, related party | ||||
Operating expenses: | ||||
General and administrative | 3,144 | 734 | 6,691 | 2,114 |
Rent expense | 38 | 45,000 | 75,038 | 135,000 |
Professional fees | 11,250 | 12,097 | 50,887 | 51,104 |
Total operating expenses | 14,432 | 57,831 | 132,616 | 188,218 |
Operating loss | (14,432) | (57,831) | (132,616) | (188,218) |
Other income (expense): | ||||
Interest expense, related party | (130,891) | (129,453) | (394,110) | (392,672) |
Interest income | 4,809 | 1,402 | 15,649 | 4,504 |
Total other income (expense) | (126,082) | (128,051) | (378,461) | (388,168) |
Net loss | $ (140,514) | $ (185,882) | $ (511,077) | $ (576,386) |
Weighted average number of common shares outstanding - basic | 107,483,450 | 107,483,450 | 107,483,450 | 107,483,450 |
Weighted average number of common shares outstanding - diluted | 107,483,450 | 107,483,450 | 107,483,450 | 107,483,450 |
Net loss per share - basic | $ 0 | $ 0 | $ 0 | $ (0.01) |
Net loss per share - diluted | $ 0 | $ 0 | $ 0 | $ (0.01) |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at May. 31, 2022 | $ 107,483 | $ 5,161,532 | $ (17,112,900) | $ (11,843,885) | |
Beginning balance, shares at May. 31, 2022 | 107,483,450 | ||||
Net loss | (576,386) | (576,386) | |||
Ending balance, value at Feb. 28, 2023 | $ 107,483 | 5,161,532 | (17,689,286) | (12,420,271) | |
Ending balance, shares at Feb. 28, 2023 | 107,483,450 | ||||
Beginning balance, value at Nov. 30, 2022 | $ 107,483 | 5,161,532 | (17,503,404) | (12,234,389) | |
Beginning balance, shares at Nov. 30, 2022 | 107,483,450 | ||||
Net loss | (185,882) | (185,882) | |||
Ending balance, value at Feb. 28, 2023 | $ 107,483 | 5,161,532 | (17,689,286) | (12,420,271) | |
Ending balance, shares at Feb. 28, 2023 | 107,483,450 | ||||
Beginning balance, value at May. 31, 2023 | $ 107,483 | 5,161,532 | (17,873,590) | (12,604,575) | |
Beginning balance, shares at May. 31, 2023 | 107,483,450 | ||||
Net loss | (511,077) | (511,077) | |||
Ending balance, value at Feb. 29, 2024 | $ 107,483 | 5,161,532 | (18,384,667) | (13,115,652) | |
Ending balance, shares at Feb. 29, 2024 | 107,483,450 | ||||
Beginning balance, value at Nov. 30, 2023 | $ 107,483 | 5,161,532 | (18,244,153) | (12,975,138) | |
Net loss | (140,514) | (140,514) | |||
Ending balance, value at Feb. 29, 2024 | $ 107,483 | $ 5,161,532 | $ (18,384,667) | $ (13,115,652) | |
Ending balance, shares at Feb. 29, 2024 | 107,483,450 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Feb. 29, 2024 | Feb. 28, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (511,077) | $ (576,386) |
Decrease (increase) in assets: | ||
Prepaid expenses | (1,062) | (1,375) |
Right-of-use asset | 130,608 | |
Increase (decrease) in liabilities: | ||
Accounts payable | 1,350 | |
Accrued interest, related party | 394,110 | 392,672 |
Operating lease obligation, related party | (130,608) | |
Net cash used in operating activities | (118,029) | (183,739) |
NET CHANGE IN CASH | (118,029) | (183,739) |
CASH AT BEGINNING OF PERIOD | 889,405 | 1,140,382 |
CASH AT END OF PERIOD | 771,376 | 956,643 |
SUPPLEMENTAL INFORMATION: | ||
Interest paid | ||
Income taxes paid |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | 9 Months Ended | ||
Feb. 29, 2024 | Feb. 28, 2023 | Feb. 29, 2024 | Feb. 28, 2023 | |
Pay vs Performance Disclosure [Table] | ||||
Net Income (Loss) Attributable to Parent | $ (140,514) | $ (185,882) | $ (511,077) | $ (576,386) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Feb. 29, 2024 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
ORGANIZATION, BASIS OF PRESENTA
ORGANIZATION, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Feb. 29, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – ORGANIZATION, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Organization Wewards, Inc. (“Wewards” or “the Company”) was incorporated in the state of Nevada on September 10, 2013 as Betafox Corp., with the initial intent to manufacture and sell color candles. On April 26, 2015, Giorgos Kallides (the “Seller”), entered into an agreement with Future Continental Limited (“Purchaser”), pursuant to which, on May 11, 2015, the Seller sold to Purchaser six million ( 6,000,000 73.8 8,130,000 340,000 In October 2015, the Purchaser sold the 6,000,000 The Company has developed, and is 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. The Company intends to generate revenue by licensing “white-label” versions of the Platform to third parties. The Company did not generate any revenue, or incur any software development costs, during the nine months ended February 29, 2024 or the fiscal year ended May 31, 2023, and is now actively seeking licensing arrangements to bring the game to market. Basis of Presentation The unaudited condensed financial statements of the Company and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of the Condensed Financial Statements have been included. Such adjustments are of a normal, recurring nature. The Condensed Financial Statements, and the accompanying notes, are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and do not contain certain information included in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2023. The interim Condensed Financial Statements should be read in conjunction with that Annual Report on Form 10-K. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. 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 $ 250,000 521,376 640,755 Fair Value of Financial Instruments Under Financial Accounting Standards Board “FASB”, Accounting Standards Codification (“ASC”) 820-10-05, the FASB establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, accounts payable and accrued expenses reported on the balance sheets are estimated by management to approximate fair value primarily due to the short-term nature of the instruments. The Company had no items that required fair value measurement on a recurring basis. Impairment of Intangible Assets The Company reviews intangible assets for impairment when events or changes in circumstances indicate the carrying amount may not be recoverable. The Company measures recoverability of these assets by comparing the carrying amounts to the future undiscounted cash flows that the assets or the asset group are expected to generate. If the carrying value of the assets are not recoverable, the impairment recognized is measured as the amount by which the carrying value of the asset exceeds its fair value. 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. Revenue Recognition The Company recognizes revenue in accordance with ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the licensing of our software by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. All revenues to date have been recognized from licensing Megopoly and related IP to Sandbx Corp., 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. 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. Determining the transaction price. Allocating the transaction price. Determining the Estimated Offering Period. 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. 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 2018-07 (ASC 2018-07). 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. 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. Recent Accounting Standards From time to time, new accounting pronouncements are issued by the FASB that are adopted by the Company as of the specified effective date. Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Feb. 29, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 2 – GOING CONCERN As shown in the accompanying financial statements, the Company has incurred recurring losses from operations resulting in an accumulated deficit of $ 18,384,667 13,115,652 The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. These financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Feb. 29, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 3 – RELATED PARTY TRANSACTIONS Convertible Notes Payable, Related Party As disclosed in Note 5, below, the Company has received a total of $ 10,500,000 . Sky Rover has since been dissolved, and Mr. Pei has assumed the debt as the beneficial owner. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 9 Months Ended |
Feb. 29, 2024 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | 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 February 29, 2024 and May 31, 2023, respectively: Schedule of valuation of financial instruments Fair Value Measurements at February 29, 2024 Level 1 Level 2 Level 3 Assets Cash $ 771,376 $ — $ — Total assets 771,376 — — Liabilities Convertible notes payable, related party — — 10,500,000 Total liabilities — — 10,500,000 Total $ 771,376 $ — $ (10,500,000 ) Fair Value Measurements at May 31, 2023 Level 1 Level 2 Level 3 Assets Cash $ 889,405 $ — $ — Total assets 889,405 — — Liabilities Convertible notes payable, related party — — 10,500,000 Total liabilities — — 10,500,000 Total $ 889,405 $ — $ (10,500,000 ) The 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 period ended February 29, 2024 or the year ended May 31, 2023. |
CONVERTIBLE NOTES PAYABLE, RELA
CONVERTIBLE NOTES PAYABLE, RELATED PARTY | 9 Months Ended |
Feb. 29, 2024 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE, RELATED PARTY | NOTE 5 – CONVERTIBLE NOTES PAYABLE, RELATED PARTY Convertible notes payable, related party consists of the following at February 29, 2024 and May 31, 2023, respectively: Schedule of convertible notes payable, related party February 29, May 31, 2024 2023 On February 26, 2017, Sky Rover Holdings, Ltd (“Sky Rover), which is owned any controlled by Mr. Pei, agreed to loan up $ 20,000,000 8,000,000 5 February 28, 2024 0.08 4,000,000 1,500,000 0.08 18,750,000 363,904 876,796 $ 2,500,000 $ 2,500,000 On November 20, 2017, Sky Rover loaned an additional $ 8,000,000 5 November 20, 2024 0.08 2,511,781 8,000,000 8,000,000 Total convertible notes payable, related party 10,500,000 10,500,000 Less: current portion 10,500,000 2,500,000 Convertible notes payable, related party, less current portion $ — $ 8,000,000 If Sky Rover converts the remaining $ 10,500,000 0.08 131,250,000 101,353,450 232,603,450 238,733,450 97.4 The Company recognized $ 394,110 392,672 |
CHANGES IN STOCKHOLDERS_ EQUITY
CHANGES IN STOCKHOLDERS’ EQUITY | 9 Months Ended |
Feb. 29, 2024 | |
Equity [Abstract] | |
CHANGES IN STOCKHOLDERS’ EQUITY | NOTE 6 – CHANGES IN STOCKHOLDERS’ EQUITY Preferred Stock The Company has authorized preferred stock of 50,000,000 0.001 None Common Stock The Company has 500,000,000 0.001 107,483,450 |
INCOME TAX
INCOME TAX | 9 Months Ended |
Feb. 29, 2024 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 7 - 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 nine months ended February 29, 2024 and the year ended May 31, 2023, the Company incurred a net operating loss and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At February 29, 2024, the Company had approximately $ 9,013,000 Based on the available objective evidence, including the Company’s history of losses, 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 both February 29, 2024 and May 31, 2023. In accordance with FASB ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Feb. 29, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8 – 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. |
ORGANIZATION, BASIS OF PRESEN_2
ORGANIZATION, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Feb. 29, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Wewards, Inc. (“Wewards” or “the Company”) was incorporated in the state of Nevada on September 10, 2013 as Betafox Corp., with the initial intent to manufacture and sell color candles. On April 26, 2015, Giorgos Kallides (the “Seller”), entered into an agreement with Future Continental Limited (“Purchaser”), pursuant to which, on May 11, 2015, the Seller sold to Purchaser six million ( 6,000,000 73.8 8,130,000 340,000 In October 2015, the Purchaser sold the 6,000,000 The Company has developed, and is 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. The Company intends to generate revenue by licensing “white-label” versions of the Platform to third parties. The Company did not generate any revenue, or incur any software development costs, during the nine months ended February 29, 2024 or the fiscal year ended May 31, 2023, and is now actively seeking licensing arrangements to bring the game to market. |
Basis of Presentation | Basis of Presentation The unaudited condensed financial statements of the Company and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of the Condensed Financial Statements have been included. Such adjustments are of a normal, recurring nature. The Condensed Financial Statements, and the accompanying notes, are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and do not contain certain information included in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2023. The interim Condensed Financial Statements should be read in conjunction with that Annual Report on Form 10-K. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Concentrations of Credit Risk | 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 $ 250,000 521,376 640,755 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Under Financial Accounting Standards Board “FASB”, Accounting Standards Codification (“ASC”) 820-10-05, the FASB establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, accounts payable and accrued expenses reported on the balance sheets are estimated by management to approximate fair value primarily due to the short-term nature of the instruments. The Company had no items that required fair value measurement on a recurring basis. |
Impairment of Intangible Assets | Impairment of Intangible Assets The Company reviews intangible assets for impairment when events or changes in circumstances indicate the carrying amount may not be recoverable. The Company measures recoverability of these assets by comparing the carrying amounts to the future undiscounted cash flows that the assets or the asset group are expected to generate. If the carrying value of the assets are not recoverable, the impairment recognized is measured as the amount by which the carrying value of the asset exceeds its fair value. |
Convertible Instruments | 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. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the licensing of our software by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. All revenues to date have been recognized from licensing Megopoly and related IP to Sandbx Corp., 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. 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. Determining the transaction price. Allocating the transaction price. Determining the Estimated Offering Period. |
Software Development Costs | 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. |
Stock-Based Compensation | 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 2018-07 (ASC 2018-07). 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 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 | 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 | 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. 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. |
Recent Accounting Standards | Recent Accounting Standards From time to time, new accounting pronouncements are issued by the FASB that are adopted by the Company as of the specified effective date. Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Feb. 29, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of valuation of financial instruments | Schedule of valuation of financial instruments Fair Value Measurements at February 29, 2024 Level 1 Level 2 Level 3 Assets Cash $ 771,376 $ — $ — Total assets 771,376 — — Liabilities Convertible notes payable, related party — — 10,500,000 Total liabilities — — 10,500,000 Total $ 771,376 $ — $ (10,500,000 ) Fair Value Measurements at May 31, 2023 Level 1 Level 2 Level 3 Assets Cash $ 889,405 $ — $ — Total assets 889,405 — — Liabilities Convertible notes payable, related party — — 10,500,000 Total liabilities — — 10,500,000 Total $ 889,405 $ — $ (10,500,000 ) |
CONVERTIBLE NOTES PAYABLE, RE_2
CONVERTIBLE NOTES PAYABLE, RELATED PARTY (Tables) | 9 Months Ended |
Feb. 29, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes payable, related party | Schedule of convertible notes payable, related party February 29, May 31, 2024 2023 On February 26, 2017, Sky Rover Holdings, Ltd (“Sky Rover), which is owned any controlled by Mr. Pei, agreed to loan up $ 20,000,000 8,000,000 5 February 28, 2024 0.08 4,000,000 1,500,000 0.08 18,750,000 363,904 876,796 $ 2,500,000 $ 2,500,000 On November 20, 2017, Sky Rover loaned an additional $ 8,000,000 5 November 20, 2024 0.08 2,511,781 8,000,000 8,000,000 Total convertible notes payable, related party 10,500,000 10,500,000 Less: current portion 10,500,000 2,500,000 Convertible notes payable, related party, less current portion $ — $ 8,000,000 |
ORGANIZATION, BASIS OF PRESEN_3
ORGANIZATION, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | May 11, 2015 | Feb. 29, 2024 | May 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Number of shares sold | 6,000,000 | ||
Percentage of shares sold | 73.80% | ||
Common stock, shares issued | 8,130,000 | 107,483,450 | 107,483,450 |
Common stock, shares outstanding | 8,130,000 | 107,483,450 | 107,483,450 |
Number of shares issued | $ 340,000 | ||
Number of common shares sold through stock purchase agreement | 6,000,000 | ||
FDIC insured amount | $ 250,000 | ||
Excess of FDIC insured limits | $ 521,376 | $ 640,755 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Feb. 29, 2024 | May 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 18,384,667 | $ 17,873,590 |
Working capital | $ 13,115,652 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) | Feb. 29, 2024 USD ($) |
Sky Rover Holdings Ltd [Member] | |
Related Party Transaction [Line Items] | |
Convertible notes | $ 10,500,000 |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) | Feb. 29, 2024 | May 31, 2023 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets | ||
Cash | $ 771,376 | $ 889,405 |
Total assets | 771,376 | 889,405 |
Liabilities | ||
Convertible notes payable, related party | ||
Total liabilities | ||
Total | 771,376 | 889,405 |
Fair Value, Inputs, Level 2 [Member] | ||
Assets | ||
Cash | ||
Total assets | ||
Liabilities | ||
Convertible notes payable, related party | ||
Total liabilities | ||
Total | ||
Fair Value, Inputs, Level 3 [Member] | ||
Assets | ||
Cash | ||
Total assets | ||
Liabilities | ||
Convertible notes payable, related party | 10,500,000 | 10,500,000 |
Total liabilities | 10,500,000 | 10,500,000 |
Total | $ (10,500,000) | $ (10,500,000) |
CONVERTIBLE NOTES PAYABLE, RE_3
CONVERTIBLE NOTES PAYABLE, RELATED PARTY (Convertible Notes Payable, Related Party) (Details) - USD ($) | Feb. 29, 2024 | May 31, 2023 |
Debt Instrument [Line Items] | ||
Convertible notes payable related party | $ 10,500,000 | $ 10,500,000 |
Less: current portion | 10,500,000 | 2,500,000 |
Convertible notes payable, related party less current portion | 8,000,000 | |
Convertible Note Payable [Member] | Sky Rover Holdings Ltd [Member] | ||
Debt Instrument [Line Items] | ||
Convertible notes payable related party | 2,500,000 | 2,500,000 |
Convertible Note Payable [Member] | Sky Rover Holdings Ltd 1 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible notes payable related party | $ 8,000,000 | $ 8,000,000 |
CONVERTIBLE NOTES PAYABLE, RE_4
CONVERTIBLE NOTES PAYABLE, RELATED PARTY (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Jun. 26, 2018 | Nov. 20, 2017 | Feb. 28, 2017 | Feb. 26, 2017 | Feb. 29, 2024 | Feb. 28, 2023 | Feb. 29, 2024 | Feb. 28, 2023 | May 31, 2023 | |
Debt Instrument [Line Items] | |||||||||
Accrued interest | $ 3,388,577 | $ 3,388,577 | $ 2,994,467 | ||||||
Interest expense | $ 130,891 | $ 129,453 | $ 394,110 | $ 392,672 | |||||
Convertible Note Payable [Member] | Sky Rover Holdings Ltd [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Loan commitment | $ 20,000,000 | ||||||||
Proceeds from a related party | $ 8,000,000 | ||||||||
Unsecured interest rate | 5% | ||||||||
Maturity date | Nov. 20, 2024 | Feb. 28, 2024 | |||||||
Conversion price | $ 0.08 | $ 0.08 | $ 0.08 | $ 0.08 | |||||
Repayment of related party loan | $ 4,000,000 | ||||||||
Stock issued for conversion of debt | $ 1,500,000 | ||||||||
Number of shares converted | 18,750,000 | ||||||||
Accrued and upaid interest waived | $ 363,904 | ||||||||
Accrued interest | $ 876,796 | $ 876,796 | |||||||
Current number of shares owned | 101,353,450 | 101,353,450 | |||||||
Convertible Note Payable [Member] | Sky Rover Holdings Ltd 1 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceeds from a related party | $ 8,000,000 | ||||||||
Unsecured interest rate | 5% | ||||||||
Conversion price | $ 0.08 | ||||||||
Accrued interest | $ 2,511,781 | $ 2,511,781 | |||||||
Convertible Notes [Member] | Sky Rover Holdings Ltd [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Number of shares converted | 131,250,000 | ||||||||
Number of shares converted, amount | $ 10,500,000 | ||||||||
Number of shares owned debt converted | 232,603,450 | 232,603,450 | |||||||
Number of shares outstanding debt converted | 238,733,450 | 238,733,450 | |||||||
Percentage of shares owned if debt converted | 97.40% | 97.40% |
CHANGES IN STOCKHOLDERS_ EQUI_2
CHANGES IN STOCKHOLDERS’ EQUITY (Details Narrative) - $ / shares | Feb. 29, 2024 | May 31, 2023 | May 11, 2015 |
Equity [Abstract] | |||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Preferred stock, shares issued | 0 | 0 | |
Common stock, shares authorized | 500,000,000 | 500,000,000 | |
Common stock, par value | $ 0.001 | $ 0.001 | |
Common stock, shares outstanding | 107,483,450 | 107,483,450 | 8,130,000 |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) | Feb. 29, 2024 USD ($) |
Income Tax Disclosure [Abstract] | |
Federal net operating losses | $ 9,013,000 |