WEWARDS, INC. Files 2025 10-K

TL;DR

WEWARDS, INC. 10-K filed for FY25. Based in Vegas, NV. Formerly Global Entertainment Clubs.

AI Summary

WEWARDS, INC. filed its 10-K for the fiscal year ending May 31, 2025, reporting its financial performance and business operations. The company, formerly known as GLOBAL ENTERTAINMENT CLUBS, INC., is incorporated in Nevada and operates in the computer programming and data processing services sector. Its principal executive offices are located in Las Vegas, Nevada.

Why It Matters

This filing provides investors and stakeholders with a comprehensive overview of WEWARDS, INC.'s financial health and strategic direction for the fiscal year 2025, crucial for investment decisions.

Risk Assessment

Risk Level: low — The provided text is a standard 10-K filing header and does not contain specific financial performance data or forward-looking statements that would indicate a high risk.

Key Players & Entities

• WEWARDS, INC. (company) — Filer of the 10-K
• GLOBAL ENTERTAINMENT CLUBS, INC. (company) — Former name of WEWARDS, INC.
• 20250531 (date) — Fiscal year end date
• 20250820 (date) — Filing date
• 702-944-5599 (phone_number) — Business phone number
• NV (state) — State of incorporation and business address
• LAS VEGAS (city) — City of business and mail address

FAQ

Key Financial Figures

• $2.02 — istrant based upon the closing price of $2.02 per share as of November 30, 2024 was a
• $179,300, b — shareholder, for cash consideration of $179,300, based o n a price determined by an indepe
• $168,500 — mpany paid Sandbx Corp. monthly fees of $168,500, resulting in $1,622,500 of related par
• $1,622,500 — monthly fees of $168,500, resulting in $1,622,500 of related party software development c
• $2.11 — tock on the The Pink Limited Market was $2.11. The following table sets forth, for t
• $250,000 — osit Insurance Corporation (FDIC) up to $250,000 under current regulations. The Company
• $443,290 — ulations. The Company had approximately $443,290 and $514,205 in excess of FDIC insured
• $514,205 — Company had approximately $443,290 and $514,205 in excess of FDIC insured limits at May

Filing Documents

• wewa_10k.htm (10-K) — 470KB
• ex31x1.htm (EX-31.1) — 7KB
• ex32x1.htm (EX-32.1) — 3KB
• image_001.jpg (GRAPHIC) — 68KB
• 0001079973-25-001354.txt ( ) — 2887KB
• wewa-20250531.xsd (EX-101.SCH) — 19KB
• wewa-20250531_cal.xml (EX-101.CAL) — 24KB
• wewa-20250531_def.xml (EX-101.DEF) — 46KB
• wewa-20250531_lab.xml (EX-101.LAB) — 211KB
• wewa-20250531_pre.xml (EX-101.PRE) — 168KB
• wewa_10k_htm.xml (XML) — 297KB

Business

Item 1. Business 1

Risk Factors

Item 1A. Risk Factors 2

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments 2

Cybersecurity

Item 1C. Cybersecurity 2

Properties

Item 2. Properties 3

Legal Proceedings

Item 3. Legal Proceedings 3

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 3 PART II

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 4

Selected Financial Data

Item 6. Selected Financial Data 4

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 5

Quantitative and Qualitative Disclosures About Market Risk

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 10

Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data F-1

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 11

Controls and Procedures

Item 9A. Controls and Procedures 11

Other Information

Item 9B. Other Information 12 PART III

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance 13

Executive Compensation

Item 11. Executive Compensation 13

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 14

Certain Relationships and Related Transactions, and Director Independence

Item 13. Certain Relationships and Related Transactions, and Director Independence 14

Principal Accounting Fees and Services

Item 14. Principal Accounting Fees and Services 15 PART IV

Exhibits and Financial Statement Schedules

Item 15. Exhibits and Financial Statement Schedules 16

SIGNATURES

SIGNATURES 17 i PART I

Forward Looking Statements

Forward Looking Statements This Form 10-K contains "forward-looking" Form 10-K that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as "may," "will," "expect," "believe," "anticipate," "estimate," or "continue" or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These risks and uncertainties include demand for our products and services, governmental regulation of the cannabis industry, our ability to maintain customer and strategic business relationships, the impact of competitive products and pricing, growth in targeted markets, the adequacy of our liquidity and financial strength to support our growth, general economic and market conditions; our ability to sustain, manage, or forecast growth, our ability to successfully make and integrate acquisitions, new product development and introduction, existing government regulations and changes in, or the failure to comply with, government regulations, adverse publicity, difficulty in forecasting operating results, change in business strategy or development plans, business disruptions, and the ability to attract and retain qualified personnel. Although the forward-looking statements in this report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. In light of these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Except as required by law, we undertake no obligation to announce publicly revisions we make to these forward-looking statements to reflect

DESCRIPTION OF BUSINESS

ITEM 1. DESCRIPTION OF BUSINESS Overview We were incorporated in Nevada on September 10, 2013, as Betafox Corp., for the purpose of engaging in the business of manufacturing and selling candles. On May 11 2015, our principal stockholder at that time sold six million shares of our common stock, constituting approximately 73.8% of our issued and outstanding common shares at such time, to Future Continental Limited. In October 2015, Future Continental Limited sold those shares to Mr. Lei Pei, an affiliate of Future Continental Limited , in consideration of Mr. Pei's agreement to serve as our director and CEO. On January 8, 2018, we changed our name to Wewards, Inc. Our corporate office is located in Las Vegas, Nevada. We have developed and are the merchants and earn rebates payable in the form of Bitcoin. The Platform provides an innovative Bitcoin rewards ecosystem. It is designed to transform traditional concepts of commerce into a cooperative society where both merchants and consumers are collaborating, utilizing Bitcoin to reward consumers. The ecosystem provides consumers with rewards each time they complete a challenge defined by a merchant. This is intended to make the ecommerce process beneficial to all market participants, and to help distribute commercial wealth among and between the merchants and consumers. We intend to generate revenue by licensing "white-label" versions of the Platform to third parties. However, to date, no such license agreement has been entered into, and we have not generated any revenues from the Platform. On April 2, 2020, we purchased intellectual property rights ("IP") from United Power, a Nevada corporation under common price determined by an independent valuation. The IP cons

Risk Factors

ITEM 1A. Risk Factors We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Unresolved Staff Comments

ITEM 1B. Unresolved Staff Comments None.

CYBERSECURITY

ITEM 1C. CYBERSECURITY Risk Management and Strategy We periodically assess risks from cybersecurity threats, and monitor our information systems for potential vulnerabilities. However, to date, given the small size of our company and the nature of our operations, our reliance on information systems has been limited to the use of standard off-the-shelf software (such as Google, QuickBooks and Microsoft Office) and the use by our employees of standard personal computers. Accordingly, management has not implemented any formal process for assessing, identifying, and managing risks from cybersecurity threats. Risks from cybersecurity threats have, to date, not materially affected us, our business strategy, results of operations or financial condition. We discuss how cybersecurity incidents could materially affect us in our risk factor disclosures in Item 1A of this Annual Report on Form 10-K. 2 Governance As discussed above, given the nature of our current operations and our experience to date, we do not currently perceive cybersecurity as a particularly significant risk to our business. Accordingly, we have not tasked our Board of Directors with any additional cybersecurity oversight duties, or designated any committee of the Board of Directors to specifically oversee cybersecurity risks to our business.

Properties

ITEM 2. Properties Our principal executive offices consist of shared office space located at 3305 Spring Mountain Road, Suite 104, Las Vegas, NV 89102 on a month-to-month basis. We believe that our current facilities are adequate for our current needs. We intend to secure new facilities or expand existing facilities as necessary to support future growth. We believe that suitable additional space will be available on commercially reasonable terms as needed to accommodate our operations.

Legal Proceedings

ITEM 3. Legal Proceedings There are no material pending legal proceedings to which we are a party or to which any of our property is subject, nor are there any such proceedings known to be contemplated by governmental authorities. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business.

MINE SAFETY DISCLOSURES

ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 3 PART II ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Shares of our common stock trade on a very limited basis on the over-the-counter market and are quoted on the The Pink Limited Market under the symbol "WEWA". As of August 15, 2025, the closing price of our common stock on the The Pink Limited Market was $2.11. The following table sets forth, for the fiscal quarters indicated, the high and low bid information for our common stock, as reported on the The Pink Limited Market. The following quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions. High Low Fiscal Year Ended May 31, 2025 First Quarter $ 2.11 $ 2.02 Second Quarter $ 2.02 $ 2.02 Third Quarter $ 2.02 $ 2.02 Fourth Quarter $ 2.02 $ 2.02 Fiscal Year Ended May 31, 2024 First Quarter $ 2.02 $ 2.02 Second Quarter $ 2.02 $ 2.02 Third Quarter $ 2.02 $ 2.02 Fourth Quarter $ 2.02 $ 2.02 As of August 15, 2025, there were approximately 75 shareholders of record of our common stock. Such number does not include any shareholders holding shares in nominee or "street name". As of August 15, 2025, there were 107,483,450 shares of common stock outstanding on record. Dividends We have not declared or paid any dividends on our common stock since our inception and do not anticipate paying dividends for the foreseeable future. The payment of dividends is subject to the discretion of our board of directors and depends, among other things, upon our earnings, our capital requirements, our financial condition, and other relevant factors. We intend to reinvest any earnings in the development and expansion of our business. Any cash dividends in the future to common shareholders will be payable when, as and if declared by our board of directors, based upon the board's

Selected Financial Data

ITEM 6. Selected Financial Data We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item. 4 ITEM 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations This discussion summarizes the significant factors affecting the operating results, financial condition, liquidity and cash flows of the Company and its subsidiaries for the fiscal years ended May 31, 2025 and 2024. The discussion and analysis that follows should be read together with the section entitled "Forward Looking Statements" and our financial statements and the notes to the financial statements included elsewhere in this annual report on Form 10-K. Except for historical information, the matters discussed in this section are forward looking statements that involve risks and uncertainties and are based upon judgments concerning various factors that are beyond the Company's control. Consequently, and because forward-looking statements are inherently forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report. Overview Wewards, Inc. ("Wewards" or "the Company") was incorporated in Nevada on September 10, 2013, as Betafox Corp. On January 8, 2018, we changed our name to Wewards, Inc. We have developed and are the 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 b

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