| 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 Shares to Mr. Lei Pei, an affiliate of the Purchaser, in consideration of Mr. Pei’s agreement to serve as our
director and CEO. 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. However, to date, no such license agreement has been entered into, and the Company has not generated
any revenues. 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, 2021. 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 under current regulations. The Company had approximately $ 950,182 2,499,798 Fair Value of Financial Instruments Under FASB ASC 820-10-05, the Financial Accounting
Standards Board 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. 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. 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. 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. 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. Recently Adopted Accounting Standards In
August 2020, the FASB issued ASU No. 2020-06, Debt–Debt with Conversion and Other Options and
Derivatives and Hedging–Contracts in Entity’s Own Equity : Accounting for Convertible Instruments
and Contracts in an Entity’s Own Equity No other new accounting pronouncements, issued
or effective during the period ended February 28, 2022, have had or are expected to have a significant impact on the Company’s
financial statements. |
