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 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: September 30, 2023

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ____________ to _____________

 

WETRADE GROUP INC
(Exact name of small business issuer as specified in its charter)

 

Wyoming    

(State or other jurisdiction of

incorporation or organization)

  (I.R.S. Tax. I.D. No.)

 

Room 519, 05/F Block T3

Qianhai Premier Finance Centre Unit 2

Guiwan Area, Nanshan District, Shenzhen CN 100020

(Address of Principal Executive Offices)

 

(852) 52208810

(Registrant’s Telephone Number, Including Area Code)

 

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 filing requirements for the past 90 days. Yes    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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes    No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer Accelerated filer
Non-accelerated Filer Smaller Reporting Company
Emerging growth company    

 

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

 

As of November 20, 2023, there were 2,625,130 shares of common stock outstanding. 

 

 

 

   

TABLE OF CONTENTS

 

Cautionary Note Regarding Forward-Looking Statements ii
   
PART I - Financial Information  
     
Item 1. Financial Statements 1
  Unaudited Condensed Consolidated Balance Sheets as of December 31, 2022 and September 30, 2023 1
  Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2022 and September 30, 2023 2
  Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2022 and September 30, 2023 3
  Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2022 and September 30, 2023 5
  Notes to Unaudited Consolidated Financial Statements as of September 30, 2023 6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 18
Item 3. Quantitative and Qualitative Disclosures about Market Risk 23
Item 4. Controls and Procedures 23
     
PART II – Other Information 24
     
Item 1. Legal Proceedings 24
Item 1A. Risk Factors 24
Item 2. Unregistered Sales of Equity Securities And Use Of Proceeds 24
Item 3. Defaults Upon Senior Securities 24
Item 4. Mine Safety Disclosures 24
Item 5. Other information 24
Item 6. Exhibits 25
     
Signatures 26

 

i

 

 

  

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). These forward-looking statements are generally located in the material set forth under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” but may be found in other locations as well. These forward-looking statements are subject to risks and uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from the results, performance or achievements expressed or implied by the forward-looking statements. You should not unduly rely on these statements.

 

We identify forward-looking statements by use of terms such as “may,” “will,” “expect,” “anticipate,” “estimate,” “hope,” “plan,” “believe,” “predict,” “envision,” “intend,” “will,” “continue,” “potential,” “should,” “confident,” “could” and similar words and expressions, although some forward-looking statements may be expressed differently. You should be aware that our actual results could differ materially from those contained in the forward-looking statements.

 

Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this report. These factors include, among others:

 

  our ability to execute on our growth strategies;
     
  our ability to find manufacturing partners on favorable terms;
     
  declines in general economic conditions in the markets where we may compete;
     
  our anticipated needs for working capital; and

 

Where we express an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis.

 

Forward-looking statements speak only as of the date of this report or the date of any document incorporated by reference in this report. Except to the extent required by applicable law or regulation, we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.

 

ii

 

 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

 

WETRADE GROUP INC

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

 

       
(All amounts shown in U.S. Dollars)  As of
September 30,
2023
 

As of

December 31,
2022

       
ASSETS          
Current assets:          
Cash and cash equivalents  $1,416,885   $24,232 
Digital assets   22,398,510       
Accounts receivable- non related parties, net   129,765       
Other receivables-related parties   5,805,500    5,805,500 
Prepayments   12,125,500    50,000 
Assets related to discontinued operation         37,181,074 
Total current assets   41,876,160    43,060,806 
Total assets:   41,876,160   $43,060,806 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current liabilities:          
Account payables   123,273       
Accrued expenses   270,864       
Amount due to related parties   1,673,683    1,291,296 
Other payables   50,517    50,000 
Total current liabilities   2,118,337    1,341,296 
Total liabilities   2,118,337    1,341,296 
           
Stockholders’ equity:          
Common stock; no par value; 2,625,130 and 195,057,503 issued and outstanding at September 30, 2023 and December 31, 2022 respectively            
Additional paid in capital   56,348,650    43,732,196 
Accumulated other comprehensive income   (175)   (298,576 
Accumulated deficits   (16,590,652)   (1,714,110)
Total stockholders’ equity   39,757,823    41,719,510 
           
Total liabilities and stockholders’ equity  $41,876,160   $43,060,806 

 

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

 1 

 

  

WETRADE GROUP INC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

                     
   For the Three
Months Ended
September 30,
2023
  For the Three
Months Ended
September 30,
2022
  For the Nine
Months Ended
September 30,
2023
  For the Nine
Months Ended
September 30,
2022
Revenue:                    
Service revenue, related party  $     $400,702   $36,096   $689,039 
Service revenue   1,633,836    5,206,568    2,193,903    8,508,642 
Total service revenue   1,633,836    5,607,270    2,229,999    9,197,681 
Cost of revenue   (398,537)   (6,902,250)   (1,391,665)   (7,670,836)
Gross Profit/ (Loss)   1,235,299    (1,294,980)   838,334    1,526,845 
                     
Operating expenses                    
General and administrative expense  $13,622,149   $7,799,979  $15,128,916   $10,419,873 
Total operating expenses   (13,622,149)   (7,799,979)   (15,128,916)   (10,419,873)
                     
Loss from operations   (12,386,850)   (9,094,959)   (14,290,582)   (8,893,028)
Other income   9,255,824    235,418    9,222,557    308,360 
Other expenses   (5,365,900)         (4,355,420)      
Loss before income taxes   (8,496,926)   (8,859,541)   (9,423,445)   (8,584,668)
Income tax income/(expenses)   383    202,450    (31,859)   45,795 
                     
Net loss from continuing operation  $(8,496,543)  $(8,657,091)  $(9,455,304)  $(8,538,873)
                     
Discontinued Operations:                    
Loss from discontinued operation   (4,177,004)   (4,936,613)   (5,421,237)   (6,418,752)
                     
Comprehensive income                    
Net loss  $(12,673,547)  $(13,593,704)  $(14,876,541)  $(14,957,625)
Other comprehensive income                    
Foreign currency translation adjustment   (175)         (175)      
                     
Total comprehensive loss  $(12,673,722)  $(13,593,704)  $(14,876,716)  $(14,957,625)
                     
Loss per share, basic and diluted  $(0.18)  $(0.04)  $(0.08)  $(0.04)
                     
*Weighted-average shares outstanding, basic and diluted   48,205,725    192,768,916    114,844,076    233,072,453 

 

  

  * Share and per share amounts have been retroactively adjusted to reflect the decreased number of shares resulting from a reverse stock split and issuance of new shares.

 

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

 

 2 

 

 

WETRADE GROUP INC

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)

 

Three months ended September 30, 2023 

 

                               
   Common Stock  Additional
Paid in
  Accumulated  Accumulated
Other
Comprehensive
  Total
Shareholder
   Shares  Amount  Capital  Deficits  Income  Equity
Balance as of June 30, 2023   195,057,503   $     $43,732,196   $(3,917,104)  $(935,527)  $38,879,565 
Reverse shares split   (194,002,973)                              
Stock issued during the period   1,570,600          12,616,454                12,616,454 
Foreign currency translation adjustment   —                        935,352    935,352 
Disposition of discontinued operations   —                  (5,305,607)         (5,305,607)
Net gain from discontinued operation   —                  1,128,602          1,128,602 
Net profit for the period   —                 $(8,496,543)        $(8,496,543)
Balance as of September 30, 2023   2,625,130   $     $56,348,650   $(16,590,652)  $(175)  $39,757,823 

 



Nine months ended September 30, 2023

 

   Common Stock  Additional
Paid in
  Accumulated  Accumulated
Other
Comprehensive
  Total
Shareholder
   Shares  Amount  Capital  Deficits  Income  Equity
Balance as of December 31, 2022   195,057,503   $     $43,732,196   $(1,714,110)  $(298,576)  $41,719,510 
Reverse shares split   (194,002,973)                              
Stock issued during the period   1,570,600         12,616,454                12,616,454 
Foreign currency translation adjustment   —                        298,401    298,401 
Disposition of discontinued operations   —                  (6,545,912)         (6,545,912)
Net loss from discontinued operation   —                  1,124,674          1,124,674 
Net loss for the period   —                 $(9,455,304)        $(9,455,304)
Balance as of September 30, 2023   2,625,130   $     $56,348,650   $(16,590,652)  $(175)  $39,757,823 

 

 

 3 

 

Three months ended September 30, 2022

 

   Common Stock  Additional
Paid in
  Retained  Accumulated
Other Comprehensive
  Total
Shareholder
   Shares  Amount  Capital  Earnings    Income  Equity
Balance as of June 30, 2022   305,451,498   $     $6,197,520   $7,551,523   $187,388   $13,936,431 
Share cancellation   (120,418,995)                              
Stock issued during the period   10,000,000          37,057,176                37,057,176 
Stock compensation   25,000          477,500                477,500 
Foreign currency translation adjustment   —                        (187,388)   (187,388)
Disposition of discontinued operation   —                  (8,733,966)         (8,733,966)
Net gain from discontinued operations                  1,738,568         1,738,568 
Net profit for the period   —                 $(8,657,091)        $(8,657,091)
Balance as of September 30, 2022   195,057,503   $     $43,732,196   $(8,100,966)  $     $35,631,230 

 



Nine months ended September 30, 2022

 

   Common Stock  Additional
Paid in
  Retained  Accumulated
Other
Comprehensive
  Total
Shareholder
   Shares  Amount  Capital  Earnings    Income  Equity
Balance as of December 31, 2021   305,451,498   $     $6,197,520   $7,433,305   $898,497   $14,529,322 
Share cancellation   (120,418,995)                              
Stock issued during the period   10,000,000          37,057,176                37,057,176 
Stock compensation   25,000          477,500                477,500 
Foreign currency translation adjustment   —                        (898,497)   (898,497)
Disposition of discontinued operations   —                  (8,733,966)         (8,733,966)
Net gain from discontinued operations                  1,738,568         1,738,568 
Net loss for the period   —                 $(8,538,873)        $(8,538,873)
Balance as of September 30, 2022   195,057,503   $     $43,732,196   $(8,100,966)  $     $35,631,230 

 


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

 

 4 

 

 

 WETRADE GROUP INC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

           
   For the
Nine months Ended
  For the
Nine months Ended
   September 30,
2023
  September 30,
2022
Cash flows from operating activities:          
Net loss  $(9,455,304)  $(8,538,873)
Gain from discontinued operation   1,124,675       
Loss from disposal operation   (6,545,912)   (6,418,752)
Digital assets impairment loss   2,591,489      
Amortization of intangible asset         4,633 
Depreciation         36,641 
           
Changes in operating assets and liabilities:          
Accounts receivables   6,044,289    592,924 
Account receivable- related parties   549,606    3,043,409 
Other receivables-related parties   (5,805,500)      
Other receivables   288,143    (118,958)
Prepaid expenses   287,715    (12,936,012)
Prepaid expenses- related parties   1,914,515    (2,312,339)
Account payables   (20,644)   2,161,958 
Account payable- related parties   (86,956)   (74,027)
Accrued expenses   (27,730)   (102,753)
Right of use assets         2,580,579 
Lease liabilities         (2,789,981)
Tax payables   (130,200)   (489,844)
Other payables   (2,276,992)   17,882 
Assets related to discontinued operations   3,018,129    6,418,752 
Net cash flows provided by operating activities:   (8,530,677)   (18,924,761)
           
Cash flow from investing activities:          
Digital assets   (24,990,000)      
Loan receivables   1,614,841    1,662,363 
Amortised expenses         (816,340)
Net cash used in investing activities:   (23,375,159)   846,023 
           
Cash flow from financing activities:          
Proceed from issuance of common stock   12,616,454    37,534,676 
Shareholders loan   382,387    330,832 
Net cash flows provided by financing activities:   12,998,841    37,865,508 
           
Effect of exchange rate changes on cash   298,400    (141,482)
           
Change in cash and cash equivalents:   (18,608,595)   19,645,288 
           
Cash and cash equivalents, beginning of period  $20,025,480   $616,594 
           
Cash and cash equivalents, end of period  $1,416,885   $20,261,882 
           
Supplemental cash flow information:          
Cash paid for interest  $     $   
Cash paid for taxes  $     $   

 

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

 5 

 

  

WETRADE GROUP INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

NOTE 1NATURE OF BUSINESS

 

Business

 

WeTrade Group, Inc was incorporated in the State of Wyoming on March 28, 2019. We currently pursue two corporate strategies. One business strategy is to continue providing software development services, and the other strategy is to acquire and hold bitcoin.

 

Software development

 

We provide AI-enabled software development services to our customers, which included developing, designing, and implementing various SAAS software solutions for businesses of all types, including industrial and other businesses.

 

Bitcoin Acquisition Strategy

 

Our bitcoin acquisition strategy generally involves acquiring bitcoin with our liquid assets that exceed working capital requirements, and from time to time, subject to market conditions, issuing debt or equity securities or engaging in other capital raising transactions with the objective of using the proceeds to purchase bitcoin.

 

We view our bitcoin holdings as long-term holdings and expect to continue to accumulate bitcoin. We have not set any specific target for the amount of bitcoin we seek to hold, and we will continue to monitor market conditions in determining whether to engage in additional financings to purchase additional bitcoin.

 

This overall strategy also contemplates that we may (i) periodically sell bitcoin for general corporate purposes, including to generate cash for treasury management or in connection with strategies that generate tax benefits in accordance with applicable law, (ii) enter into additional capital raising transactions that are collateralized by our bitcoin holdings, and (iii) consider pursuing additional strategies to create income streams or otherwise generate funds using our bitcoin holdings.

 

We believe that, due to its limited supply, bitcoin offers the opportunity for appreciation in value if its adoption increases and has the potential to serve as a hedge against inflation in the long-term.

 6 

 

 

The following table presents a roll-forward of our bitcoin holdings, including additional information related to our bitcoin purchases, and digital asset impairment losses during the period:

         
  Source of capital used to purchase Bitcoin Digital asset original cost basis Digital asset impairment losses Digital asset carrying amount Approximate number of Bitcoin held
Balance at December 31, 2022 - - - - -
Digital asset purchase (a) 24,990,000 - 24,990,000 833
Digital asset impairment loss   - (2,591,490) - -
Balance at September 30, 2023   24,990,000 (2,591,490) 22,398,510 833

 

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Cautionary Statement

 

This Form 10-Q has not undergone external audit review. The information presented herein is the responsibility of the Company’s management and has not been verified for accuracy by independent auditors. On completion of the review of auditors, the company will file an amended 10-Q/A upon the completion of audit review.

 

Basis of Preparation of Financial Statements

 

The condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation.

 

The condensed consolidated financial statements of the Company as of and for the nine months ended September 30, 2023 and 2022 are unaudited. In the opinion of management, all adjustments (including normal recurring adjustments) that have been made are necessary to fairly present the financial position of the Company as of September 30, 2023, the results of its operations for the nine months ended September 30, 2023 and 2022, and its cash flows for the nine months ended September 30, 2023 and 2022. Operating results for the quarterly periods presented are not necessarily indicative of the results to be expected for a full fiscal year.

 

The statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the financial statements and other information included in the Company’s Annual Report on Form 10-K as filed with the SEC for the fiscal year ended December 31, 2022.

 

 7 

 

 

Revenue recognition

 

The Company follows the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.

 

Digital Assets

 

The Company accounts for its digital assets, which are comprised solely of bitcoin, as indefinite-lived intangible assets in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles—Goodwill and Other. The Company’s digital assets are initially recorded at cost. Subsequently, they are measured at cost, net of any impairment losses incurred since acquisition. Impairment losses are recognized as “Digital asset impairment losses” in the Company’s Consolidated Statement of Operations in the period in which the impairment occurs. Gains (if any) are not recorded until realized upon sale, at which point they are presented net of any impairment losses in the Company’s Consolidated Statements of Operations. In determining the gain to be recognized upon sale, the Company calculates the difference between the sales price and carrying value of the specific bitcoins sold immediately prior to sale.

 

The following table summarizes the Company’s digital asset holdings as of:

 

          
   September 30,
2023
  December 31,
2022
Approximate number of bitcoins held   833.19       
Digital assets carrying value  $22,398,510   $   
Cumulative asset impairment losses  $2,591,490   $   

 

As of September 30, 2023, approximately 833.19 of the bitcoins held by the Company, which had a carrying value of approximately $22.4 million on the Company’s Consolidated Balance Sheet as of September 30, 2023.

 8 

 

  

Cash and Cash Equivalents

 

The Company considers all highly liquid debt instruments purchased with a maturity period of three months or less to be cash or cash equivalents. The carrying amounts reported in the accompanying unaudited condensed consolidated balance sheets for cash and cash equivalents approximate their fair value. All of the Company’s cash that is held in bank accounts in Singapore, Hong Kong and PRC are not protected by Federal Deposit Insurance Corporation (“FDIC”) insurance.

 

Foreign Currency

 

The Company’s principal country of operations is the PRC. The accompanying condensed consolidated financial statements are presented in US$. The functional currency of the Company is US$, and the functional currency of the Company’s subsidiaries is RMB. The condensed consolidated financial statements are translated into US$ from RMB at year-end exchange rates as to assets and liabilities and average exchange rates as to revenues and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. The resulting translation adjustments are recorded as a component of shareholders’ equity included in other comprehensive income. Gains and losses from foreign currency transactions are included in profit or loss. There were no gains and losses from foreign currency transactions from the inception to September 30, 2023.

 

          
   September 30,
2023
  December 31,
2022
RMB: US$ exchange rate   7.27    6.90 
           

 

The balance sheet amounts, with the exception of equity, September 30, 2023 and December 31, 2022 were translated at 7.27 RMB and 6.9 RMB to US$1.00, respectively. The equity accounts were stated at their historical rates. The average translation rates applied to statements of operations and comprehensive income accounts for the period ended September 30, 2023 and year ended December 31, 2022 were 7.05 RMB and 6.75 RMB to US$1.00, respectively. Cash flows were also translated at average translation rates for the year and, therefore, amounts reported on the statement of cash flows would not necessarily agree with changes in the corresponding balances on the condensed consolidated balance sheet. The transactions dominated in SGD are immaterial.

 

Consolidation

 

The Company’s condensed consolidated financial statements include the financial statements of the Group and subsidiaries. All transactions and balances among the Group and its subsidiaries have been eliminated upon consolidation. 

 

Use of Estimates

 

The preparation of financial statements in conformity with US GAAP requires management to make judgement estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Management believes that the estimates used in preparing the financial statements are reasonable and prudent; however, actual results could differ from these estimates. Significant accounting estimates include the allowance for doubtful accounts, useful lives of intangible asset, valuation of deferred tax assets, and certain accrued liabilities such as contingent liabilities.

 

 9 

 

 

Accounts Receivable

 

Accounts receivables are presented net of allowance for doubtful accounts. The Company uses specific identification in providing for bad debts when facts and circumstances indicate that collection is doubtful and based on factors listed in the following paragraph. If the financial conditions of its customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowance may be required.

 

The Company maintains an allowance for doubtful accounts which reflects its best estimate of amounts that potentially will not be collected. The Company determines the allowance for doubtful accounts on general basis taking into consideration various factors including but not limited to historical collection experience and credit-worthiness of the customers as well as the age of the individual receivables balance. Additionally, the Company makes specific bad debt provisions based on any specific knowledge the Company has acquired that might indicate that an account is uncollectible. The facts and circumstances of each account may require the Company to use substantial judgment in assessing its collectability.

 

 10 

 

 

Leases 

 

The Company adopted Accounting Standards Update No. 2016-02, Leases (Topic 842) (ASU 2016-02), and generally requires lessees to recognize operating and financing lease liabilities and corresponding right-of-use (ROU) assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements.

 

Operating leases are included in operating lease right-of-use (“ROU”) assets and short-term and long-term lease liabilities in our condensed consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our condensed consolidated balance sheets.

 

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the leases do not provide an implicit rate, we use the industry incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

 

ASU 2016-02 requires that public companies use a secured incremental browning rate for the present value of lease payments when the rate implicit in the contract is not readily determinable. We determine a secured rate on a quarterly basis and update the weighted average discount rate accordingly.

 

Software Development Costs

 

We apply ASC 985-20, Software—Costs of Software to Be Sold, Leased, or Marketed, in analyzing our software development costs. ASC 985-20 requires the capitalization of certain software development costs subsequent to the establishment of technological feasibility for a software product in development. Research and development costs associated with establishing technological feasibility are expensed as incurred. Based on our software development process, technological feasibility is established upon the completion of a working model. In addition, we apply this to our review of development projects related to software used exclusively for our SaaS subscription offerings. In these reviews, all costs incurred during the preliminary project stages are expensed as incurred. Once the projects have been committed to and it is probable that the projects will meet functional requirements, costs are capitalized.

 

 11 

 

 

Income Tax

 

Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC Topic 740”). Under this method, 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 basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

 

The Company has subsidiaries in Singapore and PRC. The Company is subject to tax in Singapore and PRC jurisdictions. As a result of its future business activities, the Company will be required to file tax returns that are subject to examination by the Inland Revenue Authority of Singapore and Tax Department of PRC.

 

Loss Per Share

 

Basic net income per share of common stock attributable to common stockholders is calculated by dividing net income attributable to common stockholders by the weighted-average shares of common stock outstanding for the period. Potentially dilutive shares, which are based on the weighted-average shares of common stock underlying outstanding stock-based awards, warrants, options, or convertible debt using the treasury stock method or the if-converted method, as applicable, are included when calculating diluted net income (loss) per share of common stock attributable to common stockholders when their effect is dilutive.

 

Potential dilutive securities are excluded from the calculation of diluted EPS in profit periods as their effect would be anti-dilutive.

 

As of September 30, 2023, there were no potentially dilutive shares.

 

      
   For the
period
September 30,
2023
  For the
period
September 30,
2022
Statement of Operations Summary Information:          
Net Loss  $(9,455,304)  $(8,496,543)
Weighted-average common shares outstanding - basic and diluted   114,844,076    233,072,453 
Net loss per share, basic and diluted  $(0.08)  $(0.04)

 

 12 

 

Fair Value Measurements

 

The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to non-financial items that are recognized and disclosed at fair value in the financial statements on a non-recurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.

 

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

 

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

 

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

 

Level 3 inputs are unobservable inputs for the asset or liability. The carrying amounts of financial assets such as cash approximate their fair values because of the short maturity of these instruments.

 

NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS 

 

Recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

 

NOTE 4 – REVENUE

 

We are in the business of providing AI-enabled software development services for industrial and other customers.

 

As of and for the period ended September 30, 2023, we generated revenues from customers amounting $2,229,009 as follow:

 

           
   September 30,
2023
  September 30,
2022
Ycloud-SAAS business  $596,163   $9,197,681 
Software development and industrial SAAS business   1,633,836       
   $2,229,999   $9,197,681 

 

 

 13 

 

NOTE 5 – CASH AND CASH EQUIVALENTS

 

As of September 30, 2023, the Company held cash in bank in the amount of $1,416,885, which consist of the following: 

 

          
   September 30,
2023
  December 31,
2022
Bank Deposits-USA  $     $22,926 
Bank Deposits- Outside USA   1,416,885       
   $1,416,885   $22,926 

  

NOTE 6 – DIGITAL ASSETS

 

As of September 30, 2023, digital assets holdings are as follow:

 

          
   September 30,
2023
  December 31,
2022
Opening balance  $     $   
Purchase of BTC   24,990,000       
Impairment losses of digital assets   (2,591,490)      
Ending balance  $22,398,510   $   

 

As of September 30, 2023, the Company has purchase approximately 833 BTC at the total cost of $24,990,000. For the nine months ended September 30, 2023, the Company recognized impairment loss of $2,591,490 on digital assets.

 

NOTE 7 – ACCOUNT RECEIVABLES, NET

 

As of September 30, 2023, accounts receivable are related to the services fee receivables from customers as follow:

 

          
   September 30,
2023
  December 31,
2022
Accounts Receivables  $129,765   $   
           

 

The Company does not require collateral for accounts receivable. The Company maintains an allowance for its doubtful accounts receivable due to estimated credit losses. The Company records the allowance against bad debt expense through the condensed consolidated statements of operations, included in general and administrative expense, up to the amount of revenues recognized to date. Receivables are written off and charged against the recorded allowance when the Company has exhausted collection efforts without success. 

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NOTE 8 – PREPAYMENTS

 

As of September 30, 2023, prepayments consist of the following:

 

          
   September 30,
2023
  December 31,
2022
Digital assets  $12,125,500   $   
Others         50,000 
   $12,125,500   $50,000 

 

As of September 30, 2023, there are prepayment of approximately $12,125,500 for the 40% prepayment of 1000 BTC, which is expected to be delivered by end of November 2023 with the lock up price of $30,000 per BTC.

 

NOTE 9 – AMOUNT DUE TO RELATED PARTIES

 

      
   September 30,
2023
  December 31,
2022
       
Related parties payable  $719,683   $521,296 
Director fee payable   954,000    770,000 
   $1,673,683   $1,291,296 

 

The related party balance of $719,683 represented advances and professional expenses paid on behalf by Shareholders, which consist of audit fees, lawyers’ fee and other professional expenses.

 

As of September 30, 2023, the director fee payable of $954,000 represented the accrual of director fees from the appointment date to September 30, 2023.

  

 NOTE 10 – ACCRUED EXPENSES

 

As of September 30, 2023, accrued expenses consists of outsourcing expenses of software developments as follow:

 

          
   September 30,
2023
  December 31,
2022
Software development fee for outsource staffs  $270,864   $   
           

 

 

 15 

 

NOTE 11 – DISCONTINUED OPERATIONS

 

On September 29, 2023, the Company’s Board of Directors passed a resolution to dissolve the operation of WeTrade Information System Limited and its wholly owned subsidiaries, resulting in a gain on disposal of $1,124,675. Loss from discontinued operations for the period ended September 30, 2023 and 2022 was as follows:

 

          
   Nine Months
ended
September 30
2023
  Nine Months
ended
September 30
2022
Revenue:          
Service revenue  $596,162   $   
Cost of revenue   (993,127)      
Gross loss   (396,965)      
           
Operating expenses:          
General and Administrative   11,998,681       
Operations Loss   (11,998,681)      
Other (expenses)/ revenue   11,302,830       
Loss from discontinued operations before income tax   (1,092,816)      
Income tax expense   (31,860)      
Gain from discontinued operation after tax   1,124,676       
Loss on disposal of discontinued operation   (6,545,912)   (6,418,752)
LOSS FROM  DISCONTINUED OPERATION  $(5,421,236)  $(6,418,752)

 

The major components of assets and liabilities related to discontinued operations are summarized below:

 

      
   September 30,
2023
  December 31,
2022
       
ASSETS          
Current assets:          
Cash and cash equivalents  $938   $13 
Accounts receivables         654,139 
Loan receivables   7,246,164      
Prepayments   3,394,583    747,717 
Property and equipment, net   736,995    70,493 
Intangible asset   18,365    230 
Other receivables   708,702    2,899 
Total assets related to discontinued operations   12,105,747    1,475,491 
           
Account payables  $212,173   $194,179 
Other payables   7,460,121    38,881 
Total liabilities related to discontinued operations  $7,672,294   $233,060 

 

 

 16 

 

NOTE 12 – SHAREHOLDERS’ EQUITY

 

The Company has an unlimited number of ordinary shares authorized, and has issued 2,625,130 shares with no par value as of September 30, 2023.

 

On March 29, 2019, the Company has issued 100,000,000 shares with no par value to thirty-three founders. On September 3, 2019, the Company has issued a total 74,000 shares at $3 each to 5 non-US shareholders. The total outstanding shares has increased to 100,074,000 shares as of December 31, 2019.

 

In February 2020, there are 1,666,666 shares were issued at $3 per share to 2 new shareholders. On July 10, 2020, the Company issued another 26,000 shares at $3 per share to 2 new shareholders and the total outstanding shares has increased to 101,766,666 shares.

 

On September 15, 2020, the Wyoming Secretary of State approved the Company’s certificate of amendment to amend its Articles of Incorporation to effect 3 for 1 forward stock split. The total issued and outstanding shares of the Company’s common stock has been increased from 101,766,666 to 305,299,998 shares, with the par value unchanged at zero.

 

On September 21, 2020, there are 151,500 shares issued at $5 per share to 303 new shareholders, the Company’s common stock issued has been increased to 305,451,498 shares as of December 31, 2020.

 

On April 13, 2022, the Company and 15 shareholders entered into that certain Share Exchange Agreement (the “Share Exchange Agreement”), pursuant to which Company and the 15 Shareholders have cancelled 120,418,995 shares of Common Stock (“Cancellation Shares”). Upon completion of the transaction, the outstanding shares of the Company’s Common Stock has been decreased from 305,451,498 shares to 185,032,503 shares as of June 30, 2022.

 

On July 21, 2022, the Company completed uplisting of its common stock to the Nasdaq Capital Market, and the closing of its public offering of 10,000,000 shares of common stock with the gross proceeds of $40,000,000 and net proceeds of $37,057,176 after deducting the total offering cost of $2,942,824. The shares were priced at $4.00 per share, and the offering was conducted on a firm commitment basis. The shares continue to trade under the stock symbol “WETG.” The Company’s total issued and outstanding common stock has been increased to 195,032,503 shares after the offering.

 

On July 22, 2022, the Company issued 25,000 shares of common stock to certain service providers for services in connection with the public offering, the fair value of the share was $477,500. The Company’s total issued and outstanding common stock has been increased to 195,057,503 shares in 2022.

 

On June 9, 2023, the Wyoming Secretary of State approved the Company’s certificate of amendment to amend its Articles of Incorporation to effect 1 for 185 reverse stock split (“Reverse Stock Split”). The total issued and outstanding shares of the Company’s common stock decreased from 195,057,503 to 1,054,530 shares, with the par value unchanged at zero .

 

In September, 2023, there are 1,570,600 shares issued with the total amount of $12,616,454, the Company’s common stock issued has been increased to 2,625,130 shares as of September 30, 2023.

 

NOTE 13 – INCOME TAXES

 

The Company is subject to U.S. Federal tax laws. The Company has not recognized an income tax benefit for its operating losses in the United States because the Company does not expect to commence active operations in the United States.

 

UTour Pte Ltd (“UTour”) was incorporated in Singapore and is subject to Singapore profits tax at a tax rate of 17%. Since UTour had no taxable income during the reporting period, it has not paid Singapore profits taxes. UTour has not recognized an income tax benefit for its operating losses in Singapore because it does not expect to commence active operations in Singapore.

 

 17 

 

WeTrade Bit Technology Limited (“WBIT”) was incorporated in Hong Kong and is subject to Hong Kong profits tax at a tax rate of 16.5%. Since WBIT had no taxable income during the reporting period, it has not paid Hong Kong profits taxes. WITL has not recognized an income tax benefit for its operating losses in Hong Kong because the Company does not expect to commence active operations in Hong Kong.

 

The Company is currently conducting its major operations in the PRC through its subsidiaries, which are subject to tax from 15% to 25%.

 

NOTE 14- SUBSEQUENT EVENTS

 

In accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to September 30, 2023, to the date these unaudited condensed consolidated financial statements were issued and has determined that it does not have any material subsequent events to disclose in these consolidated financial 

 

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

The following discussion and analysis of financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this report. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions. See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results could differ materially from those anticipated in the forward-looking statements as a result of certain factors discussed elsewhere in this report.

 

Business

 

WeTrade Group, Inc was incorporated in the State of Wyoming on March 28, 2019. We currently pursue two corporate strategies. One business strategy is to continue providing software development services, and the other strategy is to acquire and hold bitcoin.

 

Software development

 

We provide AI-enabled software development services to our customers, which included developing, designing, and implementing various SAAS software solutions for businesses of all types, including industrial and other businesses.

 

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Bitcoin Acquisition Strategy

 

Our bitcoin acquisition strategy generally involves acquiring bitcoin with our liquid assets that exceed working capital requirements, and from time to time, subject to market conditions, issuing debt or equity securities or engaging in other capital raising transactions with the objective of using the proceeds to purchase bitcoin.

 

We view our bitcoin holdings as long-term holdings and expect to continue to accumulate bitcoin. We have not set any specific target for the amount of bitcoin we seek to hold, and we will continue to monitor market conditions in determining whether to engage in additional financings to purchase additional bitcoin.

 

This overall strategy also contemplates that we may (i) periodically sell bitcoin for general corporate purposes, including to generate cash for treasury management or in connection with strategies that generate tax benefits in accordance with applicable law, (ii) enter into additional capital raising transactions that are collateralized by our bitcoin holdings, and (iii) consider pursuing additional strategies to create income streams or otherwise generate funds using our bitcoin holdings.

 

We believe that, due to its limited supply, bitcoin offers the opportunity for appreciation in value if its adoption increases and has the potential to serve as a hedge against inflation in the long-term.

 

 

 

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Results of Operations

 

Results of Operations for the Nine months period Ended September 30, 2023 and 2022

 

The following tables provide a comparison of a summary of our results of operations for the nine months period ended September 30, 2023 and 2022.

 

   For the
period
September 30,
2023
  From the
period
September 30,
2022
Revenue:          
Service revenue- related parties  $36,096   $689,039 
Service revenue- non related parties   2,193,903    8,508,642 
    2,238,029    9,197,681 
Cost of Revenue   (1,391,665)   (7,670,836)
Gross profit   838,334    1,526,845 
Operating Expenses:          
Impairment losses on digital assets   2,591,490    —   
General and Administrative   12,537,426    (10,419,873)
Operation loss   (15,128,916)   (8,893,028 
Other (expenses) /income   4,867,137    308,360 
Net loss before income tax   (9,423,445)   (8,584,668)
Income tax expense   (31,859)   45,795 
Net loss   (9,455,304)   (8,538,873)

 

Revenue from Operations

 

For the nine-month period ended September 30, 2023 and 2022, total revenue was $2,238,029 and $9,197,681 respectively, the decrease was mainly due to the decrease in Gross Merchandise Volume (“GMV”) in YCloud system as a result of the adjusting of Company business plan in 2023. There were no income generated from YCloud system in Q2 2023 and Q3 2023, however the decrease is offset by the increase in revenue of AI SAAS business $1.6 million in Q3 2023.

 

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Cost of revenue

 

Cost of revenue mainly consists of staff payroll, PRC central provident fund (“CPF”), staff benefits, system development costs and outsourcing staff cost for system development, the decrease is in line with the decrease in revenue during the period.

 

General and Administrative Expenses

 

For the nine months period ended September 30, 2023 and 2022, general and administrative expenses were $15,128,916 and $10,419,873 respectively. The increase is mainly due to increase in system development expenses were incurred during the period.

 

Net Loss

 

As a result of the factors described above, there was a net loss of $9,455,304 and net income of $8,538,873 for the period ended September 30, 2023 and 2022, respectively. The increase in net loss is mainly due to decrease in Gross Merchandise Volume (“GMV”) as a result of the adjusting of Company business plan in 2023 and no income were generated from Y-Cloud system in Q2 2023 and Q3 2023 respectively.

 

Results of Operations for the three months period Ended September 30, 2023 and 2022

 

The following tables provide a comparison of a summary of our results of operations for the three months period ended September 30, 2023 and 2022.

 

   For the period
September 30,
2023
  From the period
September 30,
2022
Revenue:          
Service revenue- related parties  $—     $400,702 
Service revenue- non related parties   1,633,836    5,206,568 
    1,633,836    5,607,270 
Cost of Revenue   (398,537)   (6,902,250)
Gross Profit/ (Loss)   1,235,299    (1,294,980)
Operating Expenses:          
Impairment losses on digital assets   2,591,489    —   
General and Administrative   11,030,660    7,799,979 
Operation Loss   (13,622,149)   (7,799,979)
Other income   3,889,924    235,418 
Net Loss before income tax   (8,496,926)   (8,859,541)
Income tax expense   383    202,450 
Net Loss   (8,496,543)   (8,657,091)

 

Revenue from Operations

 

For the three-month period ended September 30, 2023 and 2022, total revenue was $1,633,836 and $5,607,270 respectively, the decrease was mainly due to the Company has changed its business strategy and intends to shift its SAAS services from PRC to overseas market. There were no revenue were generated from Y-Cloud system in Q2 2023 and Q3 2023. The decrease is mitigated by the increase in revenue of our new AI-enabled SAAS business in Q3 2023.

 

Cost of revenue

 

It is mainly consists of staff payroll, PRC central provident fund (“CPF”), staff benefits, system development costs and outsourcing staff cost for system development, the decrease is in line with the decrease in revenue during the period.

 

General and Administrative Expenses

 

For the three months period ended September 30, 2023 and 2022, general and administrative expenses were $11,030,660 and $7,799,979 respectively. The increase is mainly due to increase in system development expenses were incurred during the period. 

 21 

 

Net Loss

 

As a result of the factors described above, there was a net loss of $8,496,926 and net income of $8,859,541 for the period ended September 30, 2023 and 2022, respectively. The increase in net loss is mainly due to decrease in Gross Merchandise Volume (“GMV”) as a result of the adjusting of Company business plan in 2023. There were no income were generated from Y-Cloud system in Q2 2023 and Q3 2023 respectively. The decrease in losses were mitigated by the increase in revenue of our new AI-enabled SAAS business of $1.6 million in Q3 2023. 

 

Liquidity and Capital Resources

 

As of September 30, 2023, we had cash on hand of $1,419,807. The decrease is mainly due to the company is strategy to acquire and hold BTC during the period. There were 833 BTC were acquired for approximately $25 million in cash, at a locked-in price of $30,000 per bitcoin. We view our bitcoin holdings as long-term holdings and expect to continue to accumulate bitcoin. The Company has option to purchase 6000 bitcoin over 12 months at the lock-in price of $30,000 per bitcoin.

 

Operating activities

 

As of September 30, 2023, our cash flow provided by operating activities is $8,530,677 for the period ended September 30, 2023 as compared to the cash flow provided by operating activities of $18,924,761 in prior period, which decreased by approximately of $10.4 million. The decrease was mainly due to decrease in revenue and decrease in Y-cloud SAAS services fee received from the customers during the period.

 

Investing activities

 

As of September 30, 2023, cash used in investing activities is $23,375,159 for the period ended September 30, 2023 as compared to the cash flow used in investing activities of $846,023 in prior period. The increase was mainly due to acquire of 833 BTC for the approximately $25 million in cash during the period.

 

Financing activities

 

Cash provided by our financing activities was $12,998,841 for the period ended September 30, 2023 as compared to cash provided by financing activities of $37,865,508. There were only share placement of approximately $12.6 million as compare to the share placement of $37.5 million in prior period.

 

Inflation

 

Inflation does not materially affect our business or the results of our operations.

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements.

 

Critical Accounting Policies

 

We prepare our financial statements in accordance with generally accepted accounting principles of the United States (“GAAP”). GAAP represents a comprehensive set of accounting and disclosure rules and requirements. The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Our actual results could differ from those estimates. We use historical data to assist in the forecast of our future results. Deviations from our projections are addressed when our financials are reviewed on a monthly basis. This allows us to be proactive in our approach to managing our business. It also allows us to rely on proven data rather than having to make assumptions regarding our estimates.

 

Recent Accounting Pronouncements

 

We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company financial statements. 

 22 

 

  

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We are a “smaller reporting company” as defined by Item 10(f)(1) of Regulation S-K, and as such are not required to provide the information contained in this item pursuant to Item 305 of Regulation S-K.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures.

 

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

 

With respect to the period ended September 30, 2023, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934.

 

Based upon our evaluation regarding the period ended September 30, 2023, the Company’s management, including its Principal Executive Officer, has concluded that its disclosure controls and procedures were not effective due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review. Material weaknesses noted are lack of an audit committee, lack of a majority of outside directors on the board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; and management is dominated by two individuals, without adequate compensating controls. However, management believes the financial statements and other information presented herewith are materially correct.

 

Our management assessed the effectiveness of our internal control over financial reporting as of September 30, 2023. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework - Guidance for Smaller Public Companies (the COSO criteria). Based on our assessment, management identified material weaknesses related to: (i) our internal audit functions; (ii) a lack of segregation of duties within accounting functions; and the lack of multiple levels of review of our accounting data. Based on this evaluation, our management concluded that as of September 30, 2023, we did not maintain effective internal control over financial reporting.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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 any policies and procedures may deteriorate. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. To the extent possible, we will implement procedures to assure that the initiation of transactions, the custody of assets and the recording of transactions will be performed by separate individuals. With proper funding we plan on remediating the significant deficiencies identified above, and we will continue to monitor the effectiveness of these steps and make any changes that our management deems appropriate.

 

A material weakness is a control deficiency (within the meaning of Public Company Accounting Oversight Board Auditing Standard No. 5) or combination of control deficiencies, that results 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.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that has materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 23 

 

 

 PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

None.

 

ITEM 1A. RISK FACTORS

 

We are a “smaller reporting company” as defined by Item 10(f)(1) of Regulation S-K, and as such are not required to provide the information contained in this item.

 

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

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

No senior securities were issued and outstanding during the nine months ended September 30, 2023.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable to our Company.

 

ITEM 5. OTHER INFORMATION

 

On June 9, 2023, the Wyoming Secretary of State approved the Company’s certificate of amendment to amend its Articles of Incorporation to effect 1 for 185 Reverse Stock Split. The total issued and outstanding shares of the Company’s common stock decreased from 195,057,503 to 1,054,364 shares, with the par value unchanged at zero.

 

The Reverse Stock Split is intended to more expediently enable the Company to regain compliance to achieve a minimum bid price of $1.00 per share for continued listing on Nasdaq, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirement”). As a result of the Reverse Stock Split, every one-for-one hundred and eighty-five (185) shares of the Company’s Common Stock then issued and outstanding will automatically, and without any action of the Company or any holder thereof, be combined, converted, and changed into one (1) validly issued and non-assessable share of Common Stock. No fractional shares will be issued to any shareholder, and in lieu of issuing any such fractional shares, the fractional shares resulting from the Reverse Stock Split will be rounded up to the nearest whole share of Common Stock.

 

In September, 2023, there are 1,570,600 shares issued with the total amount of $12,616,454, the Company’s common stock issued has been increased to 2,625,130 shares as of September 30, 2023.

 

 

 24 

 

ITEM 6. EXHIBITS

 

Exhibit No.   Description
31.1   Certification of Principal Executive Officer filed pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith
31.2   Certification of Principal Financial Officer filed pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith
32.1   Certification of Chief Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Filed herewith
32.2   Certification of Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Filed herewith
101   Financial statements from the quarterly report on Form 10-Q of Wetrade Group Inc for the fiscal quarter ended September 30, 2023, formatted in XBRL: (i) the Balance Sheet; (ii) the Statement of Income; (iii) the Statement of Cash Flows; and (iv) the Notes to the Financial Statements Filed herewith

 

 25 

 

 

 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.

 

  WETRADE GROUP INC
     
Dated November 20, 2023 By: /s/ Wei Hechun
    Wei HeChun
    Chief Executive Officer

 

    /s/ Annie Huang
    Annie Huang
    Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 26 

 

 

 

EXHIBIT 31.1

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 15 U.S.C. SECTION 7241, AS

ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Wei Hechun, certify that:

 

1 I have reviewed the quarterly report on Form 10-Q of We Trade Group Inc., a Wyoming corporation, for the period ended September 30, 2023, as filed with the Securities and Exchange Commission;
   
2 Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3 Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of and for, the periods presented in this report;
   
4 The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

5 The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
     
  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date: November 20, 2023 /s/ Wei Hechun
  Wei He Chun
  Chief Executive Officer

 

 

 

EXHIBIT 31.2

 

CERTIFICATION BY THE CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Annie Huang, certify that:

 

1 I have reviewed the Quarterly Report on Form 10-Q of We Trade Group Inc., a Wyoming corporation, for the period ended September 30, 2023, as filed with the Securities and Exchange Commission;
   
2 Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3 Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of and for, the periods presented in this report;
   
4 The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

5 The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
     
  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date: November 20, 2023 /s/ Annie Huang
  Annie Huang
  Chief Financial Officer

 

 

 

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Wei He Chun, Director and Chief Executive Officer of WeTrade Group Inc. (the “Company”), do hereby certify, in connection with Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (the “Report”) of the Company, the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
   
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: November 20, 2023 By: /s/ Wei Hechun
    Wei Hechun
    Chief Executive Officer
    (principal executive officer)

 

 

 

 

 

EXHIBIT 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Annie Huang, Director and Chief Financial Officer of WeTrade Group Inc. (the “Company”), do hereby certify, in connection with Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (the “Report”) of the Company, the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
   
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: November 20, 2023 By: /s/ Annie Huang
    Annie Huang
    Chief Financial Officer
    (principal financial officer)

 

 

 

 

 

 

v3.23.3
Cover - shares
9 Months Ended
Sep. 30, 2023
Nov. 20, 2023
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Sep. 30, 2023  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2023  
Current Fiscal Year End Date --12-31  
Entity File Number 001-41450  
Entity Registrant Name WETRADE GROUP INC  
Entity Central Index Key 0001784970  
Entity Tax Identification Number 00-0000000  
Entity Incorporation, State or Country Code WY  
Entity Address, Address Line One Room 519, 05/F Block T3  
Entity Address, Address Line Two Qianhai Premier Finance Centre Unit 2  
Entity Address, Address Line Three Guiwan Area  
Entity Address, City or Town Nanshan District  
Entity Address, Country CN  
Entity Address, Postal Zip Code 100020  
City Area Code 852  
Local Phone Number 52208810  
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   2,625,130
v3.23.3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Current assets:    
Cash and cash equivalents $ 1,416,885 $ 24,232
Digital assets 22,398,510
Accounts receivable- non related parties, net 129,765
Other receivables-related parties 5,805,500 5,805,500
Prepayments 12,125,500 50,000
Assets related to discontinued operation 37,181,074
Total current assets 41,876,160 43,060,806
Total assets: 41,876,160 43,060,806
Current liabilities:    
Account payables 123,273
Accrued expenses 270,864
Amount due to related parties 1,673,683 1,291,296
Other payables 50,517 50,000
Total current liabilities 2,118,337 1,341,296
Total liabilities 2,118,337 1,341,296
Stockholders’ equity:    
Common stock; no par value; 2,625,130 and 195,057,503 issued and outstanding at September 30, 2023 and December 31, 2022 respectively
Additional paid in capital 56,348,650 43,732,196
Accumulated other comprehensive income (175) (298,576)
Accumulated deficits (16,590,652) (1,714,110)
Total stockholders’ equity 39,757,823 41,719,510
Total liabilities and stockholders’ equity $ 41,876,160 $ 43,060,806
v3.23.3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares
Sep. 30, 2023
Dec. 31, 2022
Statement of Financial Position [Abstract]    
Common stock; par value (in Dollars per share) $ 0 $ 0
Common stock, shares issued 2,625,130 195,057,503
Common stock, shares outstanding 2,625,130 195,057,503
v3.23.3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Revenue:        
Service revenue, related party $ 400,702 $ 36,096 $ 689,039
Service revenue 1,633,836 5,206,568 2,193,903 8,508,642
Total service revenue 1,633,836 5,607,270 2,229,999 9,197,681
Cost of revenue (398,537) (6,902,250) (1,391,665) (7,670,836)
Gross Profit/ (Loss) 1,235,299 (1,294,980) 838,334 1,526,845
Operating expenses        
General and administrative expense 13,622,149 7,799,979 15,128,916 10,419,873
Total operating expenses (13,622,149) (7,799,979) (15,128,916) (10,419,873)
Loss from operations (12,386,850) (9,094,959) (14,290,582) (8,893,028)
Other income 9,255,824 235,418 9,222,557 308,360
Other expenses (5,365,900) (4,355,420)
Loss before income taxes (8,496,926) (8,859,541) (9,423,445) (8,584,668)
Income tax income/(expenses) 383 202,450 (31,859) 45,795
Net loss from continuing operation (8,496,543) (8,657,091) (9,455,304) (8,538,873)
Discontinued Operations:        
Loss from discontinued operation (4,177,004) (4,936,613) (5,421,237) (6,418,752)
Comprehensive income        
Net loss (12,673,547) (13,593,704) (14,876,541) (14,957,625)
Other comprehensive income        
Foreign currency translation adjustment (175) (175)
Total comprehensive loss $ (12,673,722) $ (13,593,704) $ (14,876,716) $ (14,957,625)
Loss per share, basic $ (0.18) $ (0.04) $ (0.08) $ (0.04)
Loss per share, diluted $ (0.18) $ (0.04) $ (0.08) $ (0.04)
Weighted-average shares outstanding, basic [1] 48,205,725 192,768,916 114,844,076 233,072,453
Weighted-average shares outstanding, diluted [1] 48,205,725 192,768,916 114,844,076 233,072,453
[1] Share and per share amounts have been retroactively adjusted to reflect the decreased number of shares resulting from a reverse stock split and issuance of new shares.
v3.23.3
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
AOCI Attributable to Parent [Member]
Total
Beginning balance, value at Dec. 31, 2021 $ 6,197,520 $ 7,433,305 $ 898,497 $ 14,529,322
Beginning balance, shares at Dec. 31, 2021 305,451,498        
Share cancellation
Share cancellation (in Shares) (120,418,995)        
Stock issued during the period 37,057,176 37,057,176
Stock issued during the period, shares 10,000,000        
Stock compensation 477,500 477,500
Stock compensation, shares 25,000        
Foreign currency translation adjustment (898,497) (898,497)
Disposition of discontinued operations (8,733,966) (8,733,966)
Net gain from discontinued operations     1,738,568   1,738,568
Net loss for the period (8,538,873) (8,538,873)
Ending balance, value at Sep. 30, 2022 43,732,196 (8,100,966) 35,631,230
Ending balance, shares at Sep. 30, 2022 195,057,503        
Beginning balance, value at Jun. 30, 2022 6,197,520 7,551,523 187,388 13,936,431
Beginning balance, shares at Jun. 30, 2022 305,451,498        
Share cancellation
Share cancellation (in Shares) (120,418,995)        
Stock issued during the period 37,057,176 37,057,176
Stock issued during the period, shares 10,000,000        
Stock compensation 477,500 477,500
Stock compensation, shares 25,000        
Foreign currency translation adjustment (187,388) (187,388)
Disposition of discontinued operations (8,733,966) (8,733,966)
Net gain from discontinued operations     1,738,568   1,738,568
Net loss for the period (8,657,091) (8,657,091)
Ending balance, value at Sep. 30, 2022 43,732,196 (8,100,966) 35,631,230
Ending balance, shares at Sep. 30, 2022 195,057,503        
Beginning balance, value at Dec. 31, 2022 43,732,196 (1,714,110) (298,576) 41,719,510
Beginning balance, shares at Dec. 31, 2022 195,057,503        
Reverse shares split
Reverse shares split (in Shares) (194,002,973)        
Stock issued during the period   12,616,454 12,616,454
Stock issued during the period, shares 1,570,600        
Foreign currency translation adjustment 298,401 298,401
Disposition of discontinued operations (6,545,912) (6,545,912)
Net gain from discontinued operations 1,124,674 1,124,674
Net loss for the period (9,455,304) (9,455,304)
Ending balance, value at Sep. 30, 2023 56,348,650 (16,590,652) (175) 39,757,823
Ending balance, shares at Sep. 30, 2023 2,625,130        
Beginning balance, value at Jun. 30, 2023 43,732,196 (3,917,104) (935,527) 38,879,565
Beginning balance, shares at Jun. 30, 2023 195,057,503        
Reverse shares split
Reverse shares split (in Shares) (194,002,973)        
Stock issued during the period 12,616,454 12,616,454
Stock issued during the period, shares 1,570,600        
Foreign currency translation adjustment 935,352 935,352
Disposition of discontinued operations (5,305,607) (5,305,607)
Net gain from discontinued operations 1,128,602 1,128,602
Net loss for the period (8,496,543) (8,496,543)
Ending balance, value at Sep. 30, 2023 $ 56,348,650 $ (16,590,652) $ (175) $ 39,757,823
Ending balance, shares at Sep. 30, 2023 2,625,130        
v3.23.3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)
9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Cash flows from operating activities:    
Net loss $ (9,455,304) $ (8,538,873)
Gain from discontinued operation 1,124,675
Loss from disposal operation (6,545,912) (6,418,752)
Digital assets impairment loss 2,591,489  
Amortization of intangible asset 4,633
Depreciation 36,641
Changes in operating assets and liabilities:    
Accounts receivables 6,044,289 592,924
Account receivable- related parties 549,606 3,043,409
Other receivables-related parties (5,805,500)
Other receivables 288,143 (118,958)
Prepaid expenses 287,715 (12,936,012)
Prepaid expenses- related parties 1,914,515 (2,312,339)
Account payables (20,644) 2,161,958
Account payable- related parties (86,956) (74,027)
Accrued expenses (27,730) (102,753)
Right of use assets 2,580,579
Lease liabilities (2,789,981)
Tax payables (130,200) (489,844)
Other payables (2,276,992) 17,882
Assets related to discontinued operations 3,018,129 6,418,752
Net cash flows provided by operating activities: (8,530,677) (18,924,761)
Cash flow from investing activities:    
Digital assets (24,990,000)
Loan receivables 1,614,841 1,662,363
Amortised expenses (816,340)
Net cash used in investing activities: (23,375,159) 846,023
Cash flow from financing activities:    
Proceed from issuance of common stock 12,616,454 37,534,676
Shareholders loan 382,387 330,832
Net cash flows provided by financing activities: 12,998,841 37,865,508
Effect of exchange rate changes on cash 298,400 (141,482)
Change in cash and cash equivalents: (18,608,595) 19,645,288
Cash and cash equivalents, beginning of period 20,025,480 616,594
Cash and cash equivalents, end of period 1,416,885 20,261,882
Supplemental cash flow information:    
Cash paid for interest
Cash paid for taxes