Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q


þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarter ended August 31, 2019

¨	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	(I.R.S. Employer
incorporation or organization)	Identification No.)

2960 West Sahara Avenue

Las Vegas, NV

89102

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: 702-944-5599

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filings 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨

Non-accelerated filer þ

Emerging growth company ¨

Accelerated filer ¨

Smaller reporting company þ

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

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

As of October 4, 2019, the registrant had 107,483,450 shares of common stock issued and outstanding. No active trading has been established as of October 4, 2019.

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS	1

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	10

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	11

ITEM 4. CONTROLS AND PROCEDURES	13

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS	13

ITEM 1A. RISK FACTORS	13

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	13

ITEM 3. DEFAULTS UPON SENIOR SECURITIES	13

ITEM 4. MINE SAFETY DISCLOSURES	13

ITEM 5. OTHER INFORMATION	13

ITEM 6. EXHIBITS	13

SIGNATURES	14

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

GENERAL

Throughout this Form 10-Q Quarterly Report, the terms “We,” “Registrant,” “Wewards, Inc.,” “WEWARDS” and “Company” all refer to Wewards, Inc., the corporate name of which was Global Entertainment Clubs, Inc. until January 8, 2018.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

WEWARDS, INC.

INDEX TO FINANCIAL STATEMENTS


Condensed Balance Sheets as of August 31, 2019 and May 31, 2019 (Unaudited)	2
Condensed Statements of Operations for the three months ended August 31, 2019 and 2018 (Unaudited)	3
Condensed Statement of Stockholders’ Deficit for the three months ended August 31, 2019 and 2018 (Unaudited)	4
Condensed Statements of Cash Flows for the three months ended August 31, 2019 and 2018 (Unaudited)	5
Notes to the Condensed Financial Statements (Unaudited)	6

WEWARDS, INC.

CONDENSED BALANCE SHEETS

(Unaudited)



	August 31, 2019			May 31, 2019
ASSETS
Current Assets:
Cash	$	4,318,218		$	4,508,397
Prepaid expenses		—			25,000
Total current assets		4,318,218			4,533,397
Right of use asset		509,212			540,433
Total Assets	$	4,827,430		$	5,073,830

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable	$	100		$	329
Accrued interest - related party		1,046,850			912,123
Due to related parties		225,272			225,272
Operating lease obligation		131,296			128,705
Total Current Liabilities		1,403,518			1,266,429

Long Term Liabilities:
Convertible Notes Payable - related party		10,500,000			10,500,000
Operating lease obligation – noncurrent portion		377,916			411,729

Total Liabilities		12,281,434			12,178,158

Stockholders’ Deficit:
Preferred stock, par value $0.001; 50,000,000 shares authorized, no shares issued		—			—
Common stock, par value $0.001; 500,000,000 shares authorized, 107,483,450 and 107,483,450 shares issued and outstanding; respectively		107,483			107,483
Additional paid in capital		5,083,348			5,083,348
Accumulated deficit		(12,644,835	)		(12,295,159	)
Total Stockholders’ Deficit		(7,454,004	)		(7,104,328	)
Total Liabilities and Stockholders’ Deficit	$	4,827,430		$	5,073,830

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

WEWARDS, INC.

STATEMENTS OF OPERATIONS

(Unaudited)


	For the Three Months Ended August 31,
	2019			2018
Revenue	$	—		$	—

Operating Expenses:
General and administrative		191,703			223,458
General and administrative – related party		—			87,500
Rent expense – related party		45,000			45,000

Total expenses		236,703			355,958

Other income (expense):
Interest expense– related party		(134,727	)		(157,877	)
Interest income		21,754			13,119
Total other expense		(112,973	)		(144,758	)

Loss before provision for income taxes		(349,676	)		(500,716	)

Provision for Income Taxes		—			—

Net Loss	$	(349,676	)		(500,716	)

Net loss per share, basic and diluted	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding, basic and diluted		107,483,450			102,184,537

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

WEWARDS, INC.

STATEMENT OF STOCKHOLDERS’ DEFICIT

(Unaudited)


	Preferred Stock				Common Stock				Additional Paid in		Accumulated
	Shares		Amount		Shares		Amount		Capital		Deficit			Total
Balance at May 31, 2018		—		—		88,733,450		88,733		3,171,197		(9,910,942	)		(6,651,012	)

Stock issued for conversion of debt – related party		—		—		18,750,000		18,750		1,481,250		—			1,500,000

Forgiveness of accrued interest – related party		—		—		—		—		430,902		—			430,902

Net loss		—		—		—		—		—		(500,716	)		(500,716	)

Balance at August 31, 2018		—	$	—		107,483,450	$	107,483	$	5,083,349	$	(10,411,658	)	$	(5,220,826	)


	Preferred Stock				Common Stock				Additional Paid in		Accumulated
	Shares		Amount		Shares		Amount		Capital		Deficit			Total
Balance at May 31, 2019		—		—		107,483,450	$	107,483	$	5,083,348	$	(12,295,159	)	$	(7,104,328	)

Net loss		—		—		—		—		—		(349,676	)		(349,676	)

Balance at August 31, 2019		—	$	—		107,483,450	$	107,483	$	5,083,348	$	(12,644,835	)	$	(7,454,004	)

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

WEWARDS, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)


	For the Three Months Ended August 31,
	2019			2018
Cash flows from operating activities:
Net loss	$	(349,676	)	$	(500,716	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in assets and liabilities:
Prepaid expenses		25,000			87,510
Accounts payable		(229	)		(114,895	)
Accrued interest – related party		134,726			157,868
Cash flows used in operating activities		(190,179	)		(370,233	)

Cash flows from investing activities:
Capitalized software development costs		—			(432,200	)
Cash flows used in investing activities		—			(432,200	)

Cash flows from financing activities:
Proceeds from a related party		—			35,000
Repayment of related party notes		—			(5,000,000	)
Cash flows used in financing activities		—			(4,965,000	)

Net decrease in cash		(190,179	)		(5,767,433	)
Cash, beginning of period		4,508,397			10,794,298
Cash, end of period	$	4,318,218		$	5,026,865

Supplemental cash flow information:
Interest paid	$	—		$	—
Income taxes paid	$	—		$	—

Supplemental disclosure of non-cash activity:
Related party debt converted to common stock	$	—		$	1,500,000
Forgiveness of accrued interest, related party, classified to additional paid in capital	$	—		$	430,902

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

WEWARDS, INC.

NOTES TO THE FINANCIAL STATEMENTS

August 31, 2019

(Unaudited)

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Wewards, Inc. (formerly Global Entertainment Clubs, Inc.) (“Wewards”, “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 for the Purchase of Common Stock (the “Stock Purchase Agreement”) with Future Continental Limited, (“Purchaser”) pursuant to which the Seller agreed to sell to Purchaser, six million (6,000,000) shares of common stock of the Company (the “Shares”) owned by the Seller, constituting approximately 73.8% of the Company’s 8,130,000 issued and outstanding common shares, for $340,000. The sale was consummated on May 11, 2015. As a result of the transfer of the shares, there was a change of control of the Company. The Company’s corporate office is located in Las Vegas, Nevada.

January 8, 2018, by consent of Lei Pei, the principal shareholder, the Company changed its corporate name in Nevada to Wewards, Inc. The Company’s trading symbol is now WEWA.

On August 6, 2016 the Company signed Statements of Work (“SOWs”) with Intellectsoft LLC, an unaffiliated company, to perform services for the development and administration of websites to support a mobile app which will enable consumers to purchase goods and earn rebates in the form of Bitcoin, and merchants will be able to sell their goods directly to the users, using this platform.

The SOWs provide that after this mobile app has been developed, Intellectsoft LLC will then proceed to phase 2, which is intended to be the development of this app for white-label operators.

As of May 31, 2019, The Merchant Platform (the “Platform”) has been developed by the Company, which is the owner of the Platform. Development of the Platform began in 2016, and has now been completed, subject to further improvements; however, no license agreement has yet been signed by the Company, and no revenues have been generated.

The Platform provides an innovative Bitcoin rewards ecosystem. It transforms the traditional concept of ecommerce, or commerce in general, into a concept of a cooperative society where both merchants and consumers are collaborating and Bitcoin will serve as the reward system, to acknowledge the value created by the consumers for their contribution. 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 everyone, and to help distribute commercial wealth among and between the merchants and consumers.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of August 31, 2019 and the results of operations and cash flows for the periods presented. The results of operations for the periods presented are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended May 31, 2019 filed with the SEC.

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.

WEWARDS, INC.

NOTES TO THE FINANCIAL STATEMENTS

August 31, 2019

(Unaudited)

Concentrations of Credit Risk

We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash.

Reclassifications

Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the three months ended August 31, 2019.

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.

Recently Adopted Accounting Standards

The Company has reviewed other recently issued accounting pronouncements and plans to adopt those that are applicable to it. The Company does not expect the adoption of any other pronouncements to have an impact on its results of operations or financial position.

NOTE 3 – GOING CONCERN

The accompanying financial statements have been 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 has $4,318,218 of cash as of August 31, 2019, it also has total liabilities of $12,281,434 and has 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 $12,644,835. These conditions, among others, raise 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 anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses until its planned operations begin to generate revenue. The Company is in the process of signing their first customers and is expecting to recognize its first revenue by the end of the second quarter.

NOTE 4 – RELATED PARTY LOANS

As of August 31, 2019 and May 31, 2019, the Company owed EDG Development, a company owned by Mr. Pei, $70,740 and $70,740, respectively. 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.

As of August 31, 2019 and May 31, 2019, the Company owed F&L Galaxy, Inc., (a Company owned by Mr. Pei), $12,582 and $12,582, respectively for software development expense. The loan is unsecured, non-interest bearing and due on demand.

WEWARDS, INC.

NOTES TO THE FINANCIAL STATEMENTS

August 31, 2019

(Unaudited)

As of August 31, 2019 and May 31, 2019, the Company owed Mr. Pei $141,950 and $141,950, respectively. 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.

For the three months ended August 31, 2019 and 2018, the Company accrued interest at 5% on the above loans for interest expense of $2,398 and $2,398, respectively.

On March 1, 2018, the Company began occupying its new corporate headquarters at 2960 West Sahara Avenue, Las Vegas, NV 89102. The Company signed a five-year sublease with United Power, Inc. (“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, plus a possible increase of up to 3% each year based on increases, if any, of the Consumer Price Index. The building is owned by Future Property Limited (“Future”), another affiliate of the Company because of common ownership; Future entered into a lease with Power, and the Company then sublet the space from Power. The Company is occupying the space for executive and administrative offices. Rent expense for the three months ended August 31, 2019 and 2018 was $45,000 and $45,000, respectively.

Convertible Promissory Notes

February 26, 2017, Sky Rover agreed to loan up to an additional $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 26, 2020, 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 the $4,000,000 of the loan. In addition, Sky Rover converted $1,500,000 into the common shares, at the Notes’ conversion price of $.08 per share. As a result of this conversion, the Company issued a total of 18,750,000 shares. Sky Rover waived accrued and unpaid interest of $363,904, which has been credited to additional paid in capital. As of August 31, 2019, there is $2,500,000 and $314,125 of principal and accrued interest, respectively, due on this loan.

On November 20, 2017, Sky Rover loaned the remaining $8,000,000 to the Company. Sky Rover was issued an unsecured, 5%, convertible promissory note which is due on November 20, 2020, 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 August 31, 2019 there is $711,233 of accrued interest on this loan.

If and when Sky Rover converts the remaining $10,500,000 of Notes at the present conversion price of $.08 per share to 131,250,000 shares, those shares, plus the approximate 101,353,450 shares Mr. Pei currently owns, would give him beneficial ownership of 232,603,450 of the Company’s 238,733,450 then-issued and outstanding shares (assuming that no other shares are issued before conversion), which would be approximately 97.4% of the then-outstanding shares.

WEWARDS, INC.

NOTES TO THE FINANCIAL STATEMENTS

August 31, 2019

(Unaudited)

NOTE 5 – COMMITMENTS AND CONTINGENCIES

On March 9, 2018, the Company entered into a sublease agreement for office space in Las Vegas, NV, with United Power, a related party. The lease is considered an operating lease, requires monthly payments of $15,000 and expires March 8, 2023. We have accounted for the lease under ASU 842 Leases, as follows.


	Balance Sheet Classification	August 31, 2019
Asset
Operating lease asset	Right of use asset	$	509,212
Total lease asset		$	509,212

Liability
Operating lease liability – current portion	Current operating lease liability	$	131,296
Operating lease liability – noncurrent portion	Long-term operating lease liability		377,916
Total lease liability		$	509,212

Lease obligations at August 31, 2019 consisted of the following:


For the year ended May 31:
2020	$	135,000
2021		180,000
2022		180,000
2023		135,000
Total payments	$	630,000
Amount representing interest	$	(120,788	)
Lease obligation, net		509,212
Less current portion		(131,296	)
Lease obligation – long term	$	377,916

The lease expense for the three months ended August 31, 2019 was $45,000 which consisted of amortization expense of $31,221 and interest expense of $13,779 after the adoption of the new lease standard on January 1, 2019.

The cash paid under this operating lease during three months ended August 31, 2019 was $45,000. We have used a discount rate of 8%.

NOTE 6 – SUBSEQUENT EVENTS

In accordance with SFAS 165 (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.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our condensed financial statements, including the notes thereto, appearing elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this Quarterly Report ". Our unaudited condensed financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

RESULTS OF OPERATIONS

Results of Operations for the Three Months ended August 31, 2019 Compared to the Three Months ended August 31, 2018

Operating Expenses

During the three months ended August 31, 2019, we incurred total operating expenses of $236,703 compared to $355,958 incurred during the three months ended August 31, 2018. Operating expenses consist of the following.

During the three months ended August 31, 2019, we incurred related party rent expense of $45,000 compared to $45,000 incurred during the three months ended August 31, 2018. Our sublease for office space began in March 2018.

During the three months ended August 31, 2019, we incurred general and administrative (“G&A”) expenses of $191,703 compared to $310,958 incurred during the three months ended August 31, 2018, a decrease of $119,255 or 38.3%. G&A expenses have decrease largely due to a decrease in consulting expense and other professional fees.

Other Expense

During the three months ended August 31, 2019, we incurred interest expense of $134,727 compared to $157,877 incurred during the three months ended August 31, 2018, a decrease of $23,150, or 14.6%. Interest expense is due to the convertible promissory notes with Sky Rover Holdings, Ltd. And other related party loans (Note 4) and has decreased due to the conversion of and repayment of some of those notes.

During the three months ended August 31, 2019, we had interest income of $21,754 compared to $13,119 during the three months ended August 31, 2018.

Net Loss

Our net loss for the three months ended August 31, 2019 was $349,676, compared to a net loss of $500,716 for the prior three months ended August 31, 2018. The decrease in net loss is a result of the decrease in G & A expense.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. During the three months ended August 31, 2019, net cash flows used in operating activities was $190,179. For the same period ended August 31, 2018, net cash flows used in operating activities was $370,233.

Cash Flows from Investing Activities

During the three months ended August 31, 2019, we used $0 in investing activities compared to $432,200 for the same period ended August 31, 2018.

Cash Flows from Financing Activities

For the three months ended August 31, 2019, net cash used in financing activities was $0. For the three months ended August 31, 2018, net cash used in financing activities was $4,965,000. In 2018, $35,000 was received by way of a loan from our sole officer, director and principal shareholder, and the Company repaid $5,000,000 on the related party loans. (see Note 4)

As of August 31, 2019, the company had cash of $4,318,218 to be used for operation over at least the next twelve months.

PLAN OF OPERATION AND FUNDING

Unless and until we acquire an ongoing business, or until we begin to generate revenues and positive cash flow from the merchant platform or the game platform, as to which there is no assurance, we expect that working capital requirements will continue to be funded through related party loans and/or further issuances of other securities. There is no assurance that we will be able to meet our working capital requirement from either possible source.

We have no lines of credit or other bank financing arrangements. To date, we have been wholly dependent upon our CEO and majority shareholder Mr. Pei, and his affiliated companies, to provide financing to the Registrant, most of the time via convertible loans. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, and we might be unable to continue in business.

As of the date of the filing of this Quarterly Report on Form 10-Q, the merchant platform has been completely developed, and the Company owns this technology; however, no licensee has yet been signed by the Company, and no revenues have been generated. The game platform described above has not yet been completed and is not operational.

MATERIAL COMMITMENTS

As of the date of this Quarterly Report, we do not have any material commitments.

PURCHASE OF SIGNIFICANT EQUIPMENT

We do not have any agreements at this time, to purchase any significant equipment during the next twelve months.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

The term “disclosure controls and procedures” (defined in SEC Rule 13a-15(e)) refers to the 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 under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within required time periods. “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, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

The Company’s Chief Executive Officer and Chief Financial Officer has evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this quarterly report (the “Evaluation Date”). Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer noted the deficiencies in internal controls identified in this Item 4. Accordingly, the Company’s Chief Executive Officer and Chief Financial Officer has concluded that, as of the Evaluation Date, such controls and procedures were not effective.

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s 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 for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, 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. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of August 31, 2019 using the criteria established in the 2013 version of “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of August 31, 2019, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.


	1.	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 utmost important entity level control over the Company’s financial statement. 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.

	2.	We did not maintain appropriate cash controls – As of August 31, 2019, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’ s bank accounts.

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

Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the Company’s internal controls.

As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of August 31, 2019, based on criteria established in Internal Control Integrated Framework issued by COSO. The Company has adopted new procedures, which were approved by the Board of Directors on September 14, 2018, and were filed as an Exhibit to the Company’s Annual Report, which was filed with the SEC on September 20, 2018.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of August 31, 2019, that occurred during our second fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. However, as noted above, on September 14, 2018, the Company adopted new procedures, which were approved by the Board of Directors on September 14, 2018, and were filed as an Exhibit to the Company’s Annual Report, which was filed with the SEC on September 20, 2018.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS

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

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The following exhibits are included as part of this report by reference:


Exhibit
Number		Name

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 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		Interactive data files pursuant to Rule 405 of Regulation S-T.

SIGNATURES

Pursuant to the requirements 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.