true FY 0001616156

 2023-11-30

 2024-08-26

 2015-05-10
 2015-05-11

 2015-05-11

 2020-04-01
 2020-04-02

 2021-06-01

 us-gaap: FairValueInputsLevel1Member

 us-gaap: FairValueInputsLevel2Member

 us-gaap: FairValueInputsLevel3Member

 us-gaap: FairValueInputsLevel1Member

 us-gaap: FairValueInputsLevel2Member

 us-gaap: FairValueInputsLevel3Member

 2017-02-26

 2017-02-27
 2017-02-28

 2017-02-25
 2017-02-26

 2018-06-25
 2018-06-26

 2018-06-26

 WEWA:SkyRoverHoldingsLtd1Member

 2017-11-19
 2017-11-20

 WEWA:SkyRoverHoldingsLtd1Member

 2017-11-20

 WEWA:SkyRoverHoldingsLtd1Member

 WEWA:ConvertibleNotesMember

 WEWA:ConvertibleNotesMember

 WEWA:SkyRoverHoldingsLtd1Member

 2024-03-01

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 FORM 10-K/A

 ( Amendment No. 2)

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

 For the fiscal year ended May 31, 2024

 OR

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

 For the transition period from ____________ to ____________

 Commission file number: 000-55957

 (Exact name of registrant as specified in its charter)

 nevada

 33-1230099

 (State or other jurisdiction of

 (I.R.S. Employer

 incorporation or organization)

 Identification No.)

 3305 Spring Mountain Road, Suite 104

 Las Vegas, Nevada 89102

 (Address of principal executive offices and zip code)

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

 Securities registered pursuant to Section 12(b) of
the Act:

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 N/A

 N/A

 N/A

 Securities registered
pursuant to Section 12(g) of the Act: Common Stock

if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
 No

if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes
 No

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

whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an
emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller
reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 If
 securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether
 the financial statements of the registrant included in the filing reflect the correction
 of an error to previously issued financial statements.

 Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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

 The aggregate market value of the registrant's
common stock held by non-affiliates of the registrant based upon the closing price of $2.20 per share as of November 30, 2023 was approximately
$ 13,486,000

 As of August 26, 2024, there were 107,483,450
shares of registrant's common stock outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE: None

 EXPLANATORY NOTE

 On
August 28, 2024, Wewards, Inc. (the "Company") filed its Annual Report on Form 10-K for the fiscal year ended May 31,
2024 (the "Original Form 10-K"). This Amendment No. 2 (the "Amendment") amends the Original Form 10-K to correct
the Controls and Procedures disclosures in Item 9.A. and 9.B.

 This
Amendment speaks as of the original filing date and does not reflect events occurring after the filing of the Original Form 10-K. This
Amendment does not otherwise update any exhibits as originally filed or previously amended.

 In addition, as required by
Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), new certifications by the Company's
principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a)
of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).

 ITEM 1.

 BUSINESS

 ITEM 1A.

 RISK FACTORS

 ITEM 1B.

 UNRESOLVED STAFF COMMENTS

 ITEM 1C.

 CYBERSECURITY

 ITEM 2.

 PROPERTIES

 ITEM 3.

 LEGAL PROCEEDINGS

 ITEM 4.

 MINE SAFETY DISCLOSURES

 ITEM 5.

 MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 ITEM 6.

 SELECTED FINANCIAL DATA

 ITEM 7.

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 ITEM 7A.

 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 ITEM 8.

 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 ITEM 9.

 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 ITEM 9A.

 CONTROLS AND PROCEDURES

 ITEM 9B.

 OTHER INFORMATION

 ITEM 10.

 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 ITEM 11.

 EXECUTIVE COMPENSATION

 ITEM 12.

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 ITEM 13.

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 ITEM 14.

 PRINCIPAL ACCOUNTING FEES AND SERVICES

 ITEM 15.

 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 SIGNATURES

 i

 Forward Looking Statements

 This Form 10-K contains "forward-looking"
statements including statements regarding our expectations of our future operations. For this purpose, any statements contained in this
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 the effect of events or circumstances that may arise after the date of this report. All written
and oral forward-looking statements made subsequent to the date of this report and attributable to us or persons acting on our behalf
are expressly qualified in their entirety by this section.

 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
owner of a web-based platform accessible by mobile apps (the "Platform") that will enable consumers to purchase goods from
merchants and earn rebates payable in the form of Bitcoin. The Platform provides an innovative Bitcoin
rewards ecosystem. It is designed to transform traditional concepts of commerce into a cooperative society where both merchants and consumers
are collaborating, utilizing Bitcoin to reward consumers. The ecosystem provides consumers with rewards each time they complete a challenge
defined by a merchant. This is intended to make the ecommerce process beneficial to all market participants, and to help distribute commercial
wealth among and between the merchants and consumers.

 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
ownership with Lei Pei, our sole officer and director and majority shareholder, for cash consideration of $179,300, based o n a
price determined by an independent valuation.

 The
IP consists of technology and related rights associated with the game Megopoly, an MMO (Massively Multiplayer Online Game). Megopoly
is an MMO board game where players are able to earn fractions of Bitcoins (satoshi) through buying, selling, and managing virtual real
estate properties using in-game currency (Megopoly Coins). The game is similar in some respects to Monopoly.

 The game allows players around
the world to interact with each other online. Players travel (move) through different parts of a city, earning profit by investing in
properties, charging rent, acquiring bonus assets, and selling their properties to other players for in-game currency. A player is able
to progress to higher levels of "cities" at any time.

 The player's goal in Megopoly
is to earn Megopoly Coins by investing in properties and collecting rent from other players. Players can keep playing the game using their
Megopoly Coins for the opportunity to earn more coins, or they can exchange those coins for Bitcoins based on real-time market exchange
rates.

 Megopoly is playable at any time
through a web browser on a PC, tablet or smart phone, in both Chinese and English. The game has been designed for players of all skill
levels. To date, we have not generated any revenue from Megopoly other than pursuant to related party agreements as described below.

 The
Company entered into an agreement in January of 2021 with Sandbx Corp., a company owned by the Chief Operating Officer of United
Power and FL Galaxy, related parties to the Company, as our Chief Executive Officer, Lei Pei, is also the Chief Executive Officer
of United Power and FL Galaxy, to further develop the Megopoly game, under which the Company paid
Sandbx Corp. monthly fees of $168,500, resulting in $1,622,500 of related party software development costs for the year ended May 31,
2022. The development agreement with Sandbx Corp. was terminated with the completion of Megopoly in December of 2021. The Company
did not generate any revenue, or incur any software development costs, during our fiscal years ended May 31, 2024 or 2023, and is now
actively seeking licensing arrangements to bring the game to market.

 Employees

 We currently have no full-time
employees, other than our sole officer and director Mr. Lei Pei, who receives no salary.

 Research and Development Expenditures

 We intend to continue to make
investments in research and development and product development in seeking to sustain and improve our competitive position and meet our
customers' needs.

 Government Regulation

 Because of the current regulatory
uncertainties surrounding the Platform, we do not intend to operate the Platform in the United States unless and until we are satisfied
that our operations will not be in violation of any statutes or regulations. At this time, we are unable to determine what governmental
agencies, if any, will have jurisdiction over the Platform, or what effect, if any, those government regulations will have on the Platform.
Currently, all of our operations consist of outsourced licensing arrangements.

 Patents and Trademarks

 We do not own any patents or trademarks.

 Corporate Information

 Our principal executive offices
are located at 3305 Spring Mountain Road, Suite 104, Las Vegas, Nevada 89102. Our telephone number is (702) 944-5599, and our website
is http:// www.wewards.io. The content on our website is available for information purposes only. It should not be relied upon for
investment purposes, nor is it incorporated by reference into this Report.

 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.

 ITEM 1B. Unresolved Staff Comments

 None.

 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.

 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.

 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. P rior
to October 31, 2023, the Company leased 8,015 square feet of office space from Future Property Limited, who is not a related party, for
monthly rent of $15,000.

 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.

 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.

 ITEM 4. MINE SAFETY DISCLOSURES

 Not applicable.

 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 OTCPink under the symbol "WEWA". As of August
26, 2024, the closing price of our common stock on the OTCPink was $2.02.

 The following table sets forth,
for the fiscal quarters indicated, the high and low bid information for our common stock, as reported on the OTCPink. 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, 2024

 First Quarter

 $

 2.020

 $

 2.020

 Second Quarter

 $

 2.020

 $

 2.020

 Third Quarter

 $

 2.020

 $

 2.020

 Fourth Quarter

 $

 2.020

 $

 2.020

 Fiscal Year Ended May 31, 2023

 First Quarter

 $

 2.200

 $

 0.025

 Second Quarter

 $

 2.200

 $

 2.200

 Third Quarter

 $

 2.200

 $

 2.020

 Fourth Quarter

 $

 2.020

 $

 2.020

 As of August 26, 2024, 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 26, 2024, 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 assessment of our financial condition and performance, earnings, need for funds, capital requirements, prior claims
of preferred stock to the extent issued and outstanding, and other factors, including income tax consequences, restrictions and applicable
laws. There can be no assurance, therefore, that any dividends on our common stock will ever be paid.

 Equity Compensation Plan Information

 We currently do not have any equity
compensation plans.

 Recent Sales of Unregistered Securities

 None

 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.

 ITEM 7.
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, 2024 and 2023. 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
subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the
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
owner of a web-based platform accessible by mobile apps (the "Platform") that will enable consumers to purchase goods from
merchants and earn rebates payable in the form of Bitcoin. The Platform provides an innovative Bitcoin
rewards ecosystem. It is designed to transform traditional concepts of commerce into a cooperative society where both merchants and consumers
are collaborating, utilizing Bitcoin to reward consumers. The ecosystem provides consumers with rewards each time they complete a challenge
defined by a merchant. This is intended to make the ecommerce process beneficial to all market participants, and to help distribute commercial
wealth among and between the merchants and consumers. 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 ownership with Lei Pei, our sole officer and director and majority shareholder, for cash consideration of $179,300, based o n
a price determined by an independent valuation.

 The
IP consists of technology and related rights associated with the game Megopoly, an MMO (Massively Multiplayer Online Game).
Megopoly is an MMO board game where players are able to earn fractions of Bitcoins (satoshi) through buying, selling, and managing virtual
real estate properties using in-game currency (Megopoly Coins). The game is similar in some respects to Monopoly.

 The game allows players around
the world to interact with each other online. Players travel (move) through different parts of a city, earning profit by investing in
properties, charging rent, acquiring bonus assets, and selling their properties to other players for in-game currency. A player is able
to progress to higher levels of "cities" at any time.

 The player's goal in Megopoly
is to earn Megopoly Coins by investing in properties and collecting rent from other players. Players can keep playing the game using their
Megopoly Coins for the opportunity to earn more coins, or they can exchange those coins for Bitcoins based on real-time market exchange
rates. Megopoly is playable at any time through a web browser on a PC, tablet or smart phone, in both Chinese and English. The game has
been designed for players of all skill levels.

 We
entered into an agreement in January of 2021 with Sandbx Corp., a company owned by the Chief Operating Officer of United Power
and FL Galaxy, related parties to the Company, as our Chief Executive Officer, Lei Pei, is also the Chief Executive Officer of United
Power and FL Galaxy, to further develop the Megopoly game, under which the Company paid Sandbx Corp.
monthly fees of $168,500, resulting in $1,622,500 of related party software development costs for the year ended May 31, 2022.
The development agreement with Sandbx Corp. was terminated with the completion of Megopoly in December of 2021. We did not generate any
revenue, or incur any software development costs, during our fiscal years ended May 31, 2024 or 2023, and are now actively seeking licensing
arrangements to bring the game to market.

 Critical Accounting Policies

 The establishment and consistent
application of accounting policies is a vital component of accurately and fairly presenting our financial statements in accordance with
generally accepted accounting principles in the United States ("GAAP"), as well as ensuring compliance with applicable laws
and regulations governing financial reporting. While there are rarely alternative methods or rules from which to select in establishing
accounting and financial reporting policies, proper application often involves significant judgment regarding a given set of facts and
circumstances and a complex series of decisions.

 Concentrations of Credit Risk

 The Company maintains our cash
in bank deposit accounts, the balances of which at times may exceed federally insured limits. Accounts are guaranteed by the Federal Deposit
Insurance Corporation (FDIC) up to $250,000 under current regulations. The Company had approximately $514,205 and $640,755 in excess of
FDIC insured limits at May 31, 2024 and 2023, respectively. The Company has not experienced any losses in such accounts.

 Revenue Recognition

 The Company recognizes revenue
in accordance with ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the licensing
of our software by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in
the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract;
and (5) recognize revenue when each performance obligation is satisfied. All revenues to date have been recognized from licensing Megopoly
and related IP to Sandbx Corp., a separate company owned by the Chief Operating Officer of
United Power and FL Galaxy, related parties of the Company, as our Chief Executive Officer, Lei Pei, is also the Chief Executive
Officer of United Power and FL Galaxy.

 We derive
revenue principally from licensing our intellectual property, including our game, and related extra content and services that can be utilized
by players of our game. Our product and service offerings include, but are not limited to, licensing to third parties ("software
license") to distribute and host our games and content ("Online-Hosted Service Games").

 We evaluate
and recognize revenue by:

 •
 identifying the contract(s) with the customer;

 •
 identifying the performance obligations in the contract;

 •
 determining the transaction price;

 •
 allocating the transaction price to performance obligations in the contract; and

 •
 recognizing revenue as each performance obligation is satisfied through the transfer of a
promised good or service to a customer (i.e., "transfer of control").

 Online-Hosted
Service Games. Sales of our Online-Hosted Service Games are determined to have one distinct performance obligation: the online hosting.
We recognize revenue from these arrangements as the service is provided through our licensing agreement(s).

 Licensing Revenue

 We utilize
third-party licensees to distribute and host our games and content in accordance with license agreements, for which the licensees typically
pay us a fixed minimum guarantee and/or sales-based royalties. These arrangements typically include multiple performance obligations,
such as a time-based license of software and future update rights. We recognize as revenue a portion of the minimum guarantee when we
transfer control of the license of software (generally upon commercial launch) and the remaining portion ratably over the contractual
term in which we provide the licensee with future update rights. Any sales-based royalties are generally recognized as the related sales
occur by the licensee.

 Significant Judgments
around Revenue Arrangements

 Identifying performance
obligations. Performance obligations promised in a contract are identified based on the goods and services that will be transferred
to the customer that are both capable of being distinct, (i.e., the customer can benefit from the goods or services either on its own
or together with other resources that are readily available), and are distinct in the context of the contract (i.e., it is separately
identifiable from other goods or services in the contract). To the extent a contract includes multiple promises, we must apply judgment
to determine whether those promises are separate and distinct performance obligations. If these criteria are not met, the promises are
accounted for as a combined performance obligation.

 Determining
the transaction price. The transaction price is determined based on the consideration that we will be entitled to receive in exchange
for transferring our goods and services to the customer. Determining the transaction price often requires judgment, based on an assessment
of contractual terms and business practices. It further includes review of variable consideration such as discounts, sales returns, price
protection, and rebates, which is estimated at the time of the transaction. In addition, the transaction price does not include an estimate
of the variable consideration related to sales-based royalties. Sales-based royalties are recognized as the sales occur.

 Allocating
the transaction price. Allocating the transaction price requires that we determine an estimate of the relative stand-alone selling
price for each distinct performance obligation. Determining the relative stand-alone selling price is inherently subjective, especially
in situations where we do not sell the performance obligation on a stand-alone basis (which occurs in the majority of our transactions).
In those situations, we determine the relative stand-alone selling price based on various observable inputs using all information that
is reasonably available. Examples of observable inputs and information include: historical internal pricing data, cost plus margin analyses,
third-party external pricing of similar or same products and services such as software licenses and maintenance support within the enterprise
software industry. The results of our analysis resulted in a specific percentage of the transaction price being allocated to each performance
obligation.

 Determining
the Estimated Offering Period. The offering period is the period in which we offer to provide the future update rights and/or online
hosting for the game. Because the offering period is not an explicitly defined period, we must make an estimate of the offering period
for the service-related performance obligations (i.e., future update rights and online hosting). Determining the Estimated Offering Period
is inherently subjective and is subject to regular revision. Generally, we consider the specified contract period of our software licenses
and therefore, the offering period is estimated to be over the term of the license. We recognize revenue for future update rights and
online hosting performance obligations ratably on a straight-line basis over this period as there is a consistent pattern of delivery
for these performance obligations.

 Software Development Costs

 The Company expenses software
development costs, including costs to develop software products or the software component of products to be sold, leased, or marketed
to external users, before technological feasibility is reached. Technological feasibility is typically reached shortly before the release
of such products. Software development costs also include costs to develop software to be used solely to meet internal needs and cloud-based
applications used to deliver our services. The Company capitalizes development costs related to these software applications once the preliminary
project stage is complete and it is probable that the project will be completed, and the software will be used to perform the function
intended. Capitalization ends, and amortization begins when the product is available for general release to customers.

 Results of Operations for the Years Ended May 31,
2024 and 2023:

 The following table summarizes
selected items from the statement of operations for the years ended May 31, 2024 and 2023.

 Years Ended

 Increase /

 2024

 2023

 (Decrease)

 Revenues

 $
 —

 $
 —

 $
 —

 Operating expenses:

 General and administrative

 8,218

 2,839

 5,379

 Rent expense

 75,113

 180,000

 (104,887
)

 Professional fees

 62,515

 62,492

 Total operating expenses:

 145,846

 245,331

 (99,485
)

 Operating loss

 (145,846
)

 (245,331
)

 (99,485
)

 Total other income

 (505,893
)

 (515,359
)

 (9,466
)

 Net loss

 $
 (651,739
)

 $
 (760,690
)

 $
 (108,951
)

 Revenues

 We did not generate any revenues
during our fiscal years ended May 31, 2024 or 2023. We are not currently engaged in revenue producing activities.

 General and Administrative Expenses

 General and administrative expenses
for the year ended May 31, 2024 were $8,218, compared to $2,839 during the year ended May 31, 2023, an increase of $5,379, or 189%.
The expenses consisted primarily of office, travel, compliance and business development expenses. General and administrative expense increased
during the current period due to increased compliance costs.

 Rent Expense

 Rent expense was $75,113 during
the year ended May 31, 2024, compared to the $180,000 of expenses incurred during the year ended May 31, 2023, a decrease of
$104,887, or 58%. Rent expense decreased due to the termination of our lease as effective October 31, 2023.

 Professional Fees

 Professional fees for the year
ended May 31, 2024 were $62,515, compared to $62,492 during the year ended May 31, 2023, an increase of $23, or 1%.

 Operating Loss

 Our operating loss for the year
ended May 31, 2024 was $145,846, compared to $245,331 during the year ended May 31, 2023, a decrease of $99,485, or 41%. Our operating
loss decreased primarily due to decreased rents incurred in the current period, compared to the prior period due to the termination of
our lease on October 31, 2023.

 Other Income (Expense)

 Other expense, on a net basis,
for the year ended May 31, 2024 was $505,893, compared to other expense, on a net basis, of $515,359 during the year ended May 31, 2023,
a decrease of $9,466, or 2%. Other expense consisted of $526,439 of interest expense on related party loans, as offset by $20,546 of interest
income for the year ended May 31, 2024. Other expense consisted of $525,000 of interest expense on related party loans, as offset
by $9,641 of interest income for the year ended May 31, 2023. Other expense, on a net basis, decreased primarily due to improved interest
rates that resulted in $10,905 of additional interest income on cash balances in the current period that reduced our total other expense,
on a net basis.

 Net Loss

 Net loss for the year ended May
31, 2024 was $651,739, compared to $760,690 during the year ended May 31, 2023, a decrease of $108,951, or 14%. The decreased net
loss was due primarily to $104,887 of decreased rent expense related to the termination of our lease on October 31, 2023, and increased
interest income on cash balances due to rising interest rates.

 Liquidity and Capital Resources

 As of May 31, 2024, the Company
had current assets of $764,692, comprised almost entirely of cash. The Company's current liabilities as of May 31, 2024 were $3,521,006,
consisting of $100 of accounts payable and $3,520,906 of accrued interest.

 The following table summarizes
our total current assets, liabilities and working capital at May 31, 2024 and 2023.

 2024

 2023

 Current Assets

 $
 764,692

 $
 889,992

 Current Liabilities

 $
 3,521,006

 $
 5,494,567

 Working Capital

 $
 (2,756,314
)

 $
 (4,604,575
)

 The following table summarizes
our cash flows during the years ended May 31, 2024 and 2023, respectively.

 Years Ended

 2024

 2023

 Net cash used in operating activities

 $
 (125,200
)

 $
 (250,977
)

 Net cash used in investing activities

 —

 —

 Net cash used in financing activities

 —

 —

 Net change in cash

 $
 (125,200
)

 $
 (250,977
)

 Net Cash Used in Operating Activities

 We have not generated positive
cash flows from operating activities. During the year ended May 31, 2024, net cash flows used in operating activities was $125,200. For
the year ended May 31, 2023, net cash flows used in operating activities was $250,977. The decrease in cash used in operating
activities is primarily attributable to our decreased net loss.

 Net Cash Used in Investing Activities

 During the years ended May
31, 2024 and 2023, we did not use any cash in investing activities.

 Net Cash Used in Financing Activities

 During the years ended May
31, 2024 and 2023, we did not use any cash in financing activities.

 Satisfaction of our Cash Obligations for the Next
12 Months

 As of May 31, 2024, our balance
of cash on hand was $764,205, and we had negative working capital of $2,756,314. We do not currently have sufficient funds to fund our
operations at their current levels for the next twelve months. As we continue to develop our business and attempt to expand operational
activities, we expect to continue to experience net negative cash flows from operations in amounts not now determinable, and will be required
to obtain additional financing to fund operations. Our ability to continue as a going concern is dependent upon our ability to raise additional
capital and to achieve sustainable revenues and profitable operations. Since our CEO and majority shareholder, Mr. Pei, acquired control
over the Company in May 2015, we have been wholly dependent upon him and his affiliated companies, to provide financing to us when needed,
generally in the form of convertible loans. There can be no assurance that Mr. Pei will continue to make additional financing available
to us when needed.

 We will need additional funds
to repay our related party debts should they not be converted to equity. No assurance can be given that any future financing will be available
or, if available, that it will be on terms that are satisfactory to us. Even if we are able to obtain additional financing (whether from
our affiliates or third parties), the terms of such financing may contain undue restrictions on our operations and result in substantial
dilution for our stockholders. We cannot guarantee that we will ever become profitable. Even if we achieve profitability, given the competitive
and evolving nature of the industry in which we operate, we may not be able to sustain or increase profitability, and our failure to do
so would adversely affect our business, including our ability to raise additional funds.

 Off-Balance Sheet Arrangements

 We have no outstanding off-balance
sheet guarantees, interest rate swap transactions or foreign currency contracts. We do not engage in trading activities involving non-exchange
traded contracts.

 ITEM 7A.
Quantitative and Qualitative Disclosures About Market Risk

 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.

 ITEM 8. Financial Statements
and Supplementary Data

 FINANCIAL STATEMENTS

 FOR THE YEARS ENDED MAY 31, 2024 AND 2023

 Page

 Report of Independent Registered Public Accounting Firm, M&K CPAS,
 PLLC, Houston, TX, Auditor Firm ID: 2738

 Balance Sheets as of May 31, 2024 and 2023

 Statements of Operations for the years ended May 31, 2024 and 2023

 Statements of Stockholders' Equity (Deficit) for the years ended May 31, 2024 and 2023

 Statements of Cash Flows for the years ended May 31, 2024 and 2023

 Notes to Financial Statements

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Board of Directors and

 Stockholders of Wewards, Inc.,

 Opinion on the Financial Statements

 We have audited the accompanying balance sheets of
Wewards, Inc. ("the Company") as of May 31, 2024 and 2023, and the related statements of operations, stockholders' equity
(deficit), and cash flows for each of the years in the two-year period ended May 31, 2024, and the related notes (collectively referred
to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position
of the Company as of May 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year
period ended May 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

 Going Concern

 The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered
net losses from operations, has a net capital deficiency, and has negative cash flow from operations which raises substantial doubt about
its ability to continue as a going concern. Management's plans regarding those matters are discussed in Note 2. The financial statements
do not include any adjustments that might result from the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the standards
of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal
control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 Critical Audit Matters

 The critical audit matters communicated below are
matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the
audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially
challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the
financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions
on the critical audit matters or on the accounts or disclosures to which they relate.

 F- 1

 Going Concern

 As discussed in Note 2 to the financial statements,
the Company had a going concern due to a working capital deficiency, stockholders' deficiency, and negative cash flows from operations.
Auditing management's evaluation of a going concern can be a significant judgment given the fact that the Company uses management
estimates on future revenues and expenses, which are not able to be substantiated. To evaluate the appropriateness of the going concern,
we examined and evaluated the financial information that was the initial cause along with management's plans to mitigate the going
concern and management's disclosure on going concern.

 /s/ M&K CPAS, PLLC

 We have served as the Company's auditor since 2020.

 Houston, TX

 August 27, 2024

 F- 2

 BALANCE SHEETS

 2024

 2023

 ASSETS

 Current assets:

 Cash

 $

 $

 Prepaid expense

 Total current assets

 764,692

 889,992

 Total assets

 $
 764,692

 $
 889,992

 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 Current liabilities:

 Accounts payable

 $

 $

 Accrued interest, related parties

 3,520,906

 2,994,467

 Current maturities of convertible notes payable, related party

 —

 2,500,000

 Total current liabilities

 3,521,006

 5,494,567

 Long term liabilities:

 Convertible notes payable, related party, net of current maturities

 8,000,000

 Total liabilities

 14,021,006

 13,494,567

 Commitments and contingencies

 —

 —

 Stockholders' equity (deficit):

 Preferred stock, $ 0.001 par value, 50,000,000 shares authorized, no shares issued and outstanding

 —

 —

 Common stock, $ 0.001 par value, 500,000,000 shares authorized, 107,483,450 issued and outstanding

 Additional paid in capital

 Accumulated deficit

 ( 18,525,329
)

 ( 17,873,590
)

 Total stockholders' equity (deficit)

 ( 13,256,314
)

 ( 12,604,575
)

 Total liabilities and stockholders' equity (deficit)

 $
 764,692

 $
 889,992

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

 F- 3

 STATEMENTS OF OPERATIONS

 For the Years Ended

 2024

 2023

 Revenue, related party

 $
 —

 $
 —

 Operating expenses:

 General and administrative

 8,218

 2,839

 Rent expense

 75,113

 180,000

 Professional fees

 62,515

 62,492

 Total operating expenses

 145,846

 245,331

 Operating loss

 ( 145,846
)

 ( 245,331
)

 Other income (expense):

 Interest expense, related party

 ( 526,439
)

 ( 525,000
)

 Interest income

 20,546

 9,641

 Total other income (expense)

 ( 505,893
)

 ( 515,359
)

 Net loss

 $
 ( 651,739
)

 $
 ( 760,690
)

 Weighted average number of common shares

 outstanding - basic and fully diluted

 Net loss per share - basic and fully diluted

 $
 ( 0.01
)

 $
 ( 0.01
)

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

 F- 4

 STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

 Preferred Stock

 Common Stock

 Additional Paid-in

 Accumulated

 Total

 Stockholders'

 Shares

 Amount

 Shares

 Amount

 Capital

 Deficit

 Equity

 Balance, May 31, 2022

 —

 $
 —

 $

 $

 $
 ( 17,112,900
)

 $
 ( 11,843,885
)

 Net loss for the year ended May 31, 2023

 —

 —

 —

 —

 —

 ( 760,690
)

 ( 760,690
)

 Balance, May 31, 2023

 —

 $
 —

 $

 $

 $
 ( 17,873,590
)

 $
 ( 12,604,575
)

 Net loss for the year ended May 31, 2024

 —

 —

 —

 —

 —

 ( 651,739
)

 ( 651,739
)

 Balance, May 31, 2024

 —

 $
 —

 $

 $

 $
 ( 18,525,329
)

 $
 ( 13,256,314
)

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

 F- 5

 STATEMENTS OF CASH FLOWS

 For the Years Ended

 2024

 2023

 CASH FLOWS FROM OPERATING ACTIVITIES

 Net loss

 $
 ( 651,739
)

 $
 ( 760,690
)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Decrease (increase) in assets:

 Prepaid expenses

 ( 287
)

 Right-of-use asset

 —

 130,608

 Increase (decrease) in liabilities:

 Accounts payable

 —

 ( 15,000
)

 Accrued interest, related party

 526,439

 525,000

 Operating lease obligation, related party

 —

 ( 130,608
)

 Net cash used in operating activities

 ( 125,200
)

 ( 250,977
)

 NET CHANGE IN CASH

 ( 125,200
)

 ( 250,977
)

 CASH AT BEGINNING OF PERIOD

 1,140,382

 CASH AT END OF PERIOD

 $

 $

 SUPPLEMENTAL INFORMATION:

 Interest paid

 $
 —

 $
 —

 Income taxes paid

 $
 —

 $
 —

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

 F- 6

 NOTE 1 – NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

 Nature of Business

 Wewards, Inc. ("Wewards" or "the
Company") was incorporated in the state of Nevada on September 10, 2013 as Betafox Corp., with the initial intent to manufacture
and sell color candles. On April 26, 2015, Giorgos Kallides (the "Seller"), entered into an agreement with Future Continental
Limited ("Purchaser"), pursuant to which, on May 11, 2015, the Seller sold to Purchaser six million ( 6,000,000) shares of
common stock of the Company (the "Shares") owned by the Seller, constituting approximately 73.8 % of the Company's 8,130,000
issued and outstanding common shares at such time, for $ 340,000. In October 2015, the Purchaser
sold the 6,000,000 Shares to Mr. Lei Pei, an affiliate of the Purchaser, in consideration of Mr. Pei's agreement to serve as our
director and CEO. On January 8, 2018, by consent of Lei Pei as the Company's principal shareholder, the Company changed
its name to Wewards, Inc. The Company's corporate office is located in Las Vegas, Nevada.

 We have developed and are the owner of a web-based
platform accessible by mobile apps (the "Platform") that will enable consumers to purchase goods from merchants and earn rebates
payable in the form of Bitcoin. The Platform provides an innovative Bitcoin rewards ecosystem. It
is designed to transform traditional concepts of commerce into a cooperative society where both merchants and consumers are collaborating,
utilizing Bitcoin to reward consumers. The ecosystem provides consumers with rewards each time they complete a challenge defined by a
merchant. This is intended to make the ecommerce process beneficial to all market participants, and to help distribute commercial wealth
among and between the merchants and consumers. 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 ownership with
Lei Pei, our sole officer and director and majority shareholder, for cash consideration of $ 179,300, based o n a price determined
by an independent valuation.

 The IP consists
of technology and related rights associated with the game Megopoly, an MMO (Massively Multiplayer Online Game). Megopoly is
an MMO board game where players are able to earn fractions of Bitcoins (satoshi) through buying, selling, and managing virtual real estate
properties using in-game currency (Megopoly Coins). The game is similar in some respects to Monopoly.

 The game allows players around the world to interact
with each other online. Players travel (move) through different parts of a city, earning profit by investing in properties, charging rent,
acquiring bonus assets, and selling their properties to other players for in-game currency. A player is able to progress to higher levels
of "cities" at any time.

 The player's goal in Megopoly is to earn Megopoly
Coins by investing in properties and collecting rent from other players. Players can keep playing the game using their Megopoly Coins
for the opportunity to earn more coins, or they can exchange those coins for Bitcoins based on real-time market exchange rates.

 Megopoly is playable at any time through a web browser
on a PC, tablet or smart phone, in both Chinese and English. The game has been designed for players of all skill levels. To date, we have
not generated any revenue from Megopoly other than pursuant to related party agreements as described below.

 The Company
entered into an agreement in January of 2021 with Sandbx Corp., a company owned by the Chief Operating Officer of United Power
and FL Galaxy, related parties to the Company, as our Chief Executive Officer, Lei Pei, is also the Chief Executive Officer of United
Power and FL Galaxy, to further develop the Megopoly game, under which the Company paid Sandbx Corp.
monthly fees of $ 168,500, resulting in $ 1,622,500 of related party software development costs for the year ended May 31, 2022.
The development agreement with Sandbx Corp. was terminated with the completion of Megopoly in December of 2021. The Company did not generate
any revenue, or incur any software development costs, during our fiscal years ended May 31, 2024 or 2023, and is now actively seeking
licensing arrangements to bring the game to market.

 Basis of Accounting

 The accompanying financial statements have been prepared
in conformity with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange
Commission (SEC). All references to Generally Accepted Accounting Principles ("GAAP") are in accordance with The Financial
Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") and the Hierarchy of Generally Accepted
Accounting Principles.

 F- 6

 Use of Estimates

 The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that
may affect the reported amounts of assets and liabilities and 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. Actual results could differ from these estimates.

 Concentrations of Credit Risk

 The Company maintains cash in bank deposit accounts,
the balances of which at times may exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation
(FDIC) up to $ 250,000 under current regulations. The Company had approximately $ 514,205 and $ 640,755 in excess of FDIC insured limits
at May 31, 2024 and 2023, respectively. The Company has not experienced any losses in such accounts.

 Fair Value of Financial Instruments

 The Company adopted ASC 820, Fair Value Measurements
and Disclosures (ASC 820). ASC 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement
and enhances disclosure requirements for fair value measures. The three levels are defined as follows:

 -

 Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

 -

 Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

 -

 Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.

 The carrying value of cash, accounts payables and
accrued expenses are estimated by management to approximate fair value primarily due to the short-term nature of the instruments.

 Impairment of
Long-Lived Assets

 Long-lived assets held and used by the Company are
reviewed for possible impairment whenever events or circumstances indicate the carrying amount of an asset may not be recoverable or is
impaired. Recoverability is assessed using undiscounted cash flows based upon historical results and current projections of earnings before
interest and taxes. Impairment is measured using discounted cash flows of future operating results based upon a rate that corresponds
to the cost of capital. Impairments are recognized in operating results to the extent that carrying value exceeds discounted cash flows
of future operations.

 Convertible Instruments

 The Company evaluates its convertible instruments,
options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives
to be separately accounted for under ASC Topic 815, "Derivatives and Hedging." The result of this accounting treatment is
that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair
value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income (expense). Upon
conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value
is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC
Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. We analyzed the derivative
financial instruments (the Convertible Notes), in accordance with ASC 815. The objective is to provide guidance for determining whether
an equity-linked financial instrument is indexed to an entity's own stock. This determination is needed for a scope exception which
would enable a derivative instrument to be accounted for under the accrual method. The classification of a non-derivative instrument that
falls within the scope of ASC 815-40-05 "Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in,
a Company's Own Stock" also hinges on whether the instrument is indexed to an entity's own stock. A non-derivative instrument
that is not indexed to an entity's own stock cannot be classified as equity and must be accounted for as a liability. There is a
two-step approach in determining whether an instrument or embedded feature is indexed to an entity's own stock. First, the instrument's
contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instrument's settlement provisions. The Company
utilized multinomial lattice models that value the derivative liability within the notes based on a probability weighted discounted cash
flow model. The Company utilized the fair value standard set forth by the Financial Accounting Standards Board, defined as the amount
at which the assets (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties,
that is, other than in a forced or liquidation sale.

 F- 7

 Revenue Recognition

 The Company recognizes revenue in accordance with
ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the licensing of our software
by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract;
(3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize
revenue when each performance obligation is satisfied. All revenues to date have been recognized from licensing Megopoly and related IP
to Sandbx Corp., a separate company owned by the Chief Operating Officer of United Power
and FL Galaxy, related parties of the Company, as our Chief Executive Officer, Lei Pei, is also the Chief Executive Officer of United
Power and FL Galaxy.

 We derive revenue principally
from licensing our intellectual property, including our game, and related extra content and services that can be utilized by players of
our game. Our product and service offerings include, but are not limited to, licensing to third parties ("software license")
to distribute and host our games and content ("Online-Hosted Service Games").

 We evaluate and recognize
revenue by:

 •
 identifying the contract(s) with the customer;

 •
 identifying the performance obligations in the contract;

 •
 determining the transaction price;

 •
 allocating the transaction price to performance obligations in the contract; and

 •
 recognizing revenue as each performance obligation is satisfied through the transfer of a
promised good or service to a customer (i.e., "transfer of control").

 Online-Hosted Service
Games. Sales of our Online-Hosted Service Games are determined to have one distinct performance obligation: the online hosting. We
recognize revenue from these arrangements as the service is provided through our licensing agreement(s).

 Licensing Revenue

 We utilize third-party licensees
to distribute and host our games and content in accordance with license agreements, for which the licensees typically pay us a fixed minimum
guarantee and/or sales-based royalties. These arrangements typically include multiple performance obligations, such as a time-based license
of software and future update rights. We recognize as revenue a portion of the minimum guarantee when we transfer control of the license
of software (generally upon commercial launch) and the remaining portion ratably over the contractual term in which we provide the licensee
with future update rights. Any sales-based royalties are generally recognized as the related sales occur by the licensee.

 Significant Judgments
around Revenue Arrangements

 Identifying performance
obligations. Performance obligations promised in a contract are identified based on the goods and services that will be transferred
to the customer that are both capable of being distinct, (i.e., the customer can benefit from the goods or services either on its own
or together with other resources that are readily available), and are distinct in the context of the contract (i.e., it is separately
identifiable from other goods or services in the contract). To the extent a contract includes multiple promises, we must apply judgment
to determine whether those promises are separate and distinct performance obligations. If these criteria are not met, the promises are
accounted for as a combined performance obligation.

 Determining the transaction
price. The transaction price is determined based on the consideration that we will be entitled to receive in exchange for transferring
our goods and services to the customer. Determining the transaction price often requires judgment, based on an assessment of contractual
terms and business practices. It further includes review of variable consideration such as discounts, sales returns, price protection,
and rebates, which is estimated at the time of the transaction. In addition, the transaction price does not include an estimate of the
variable consideration related to sales-based royalties. Sales-based royalties are recognized as the sales occur.

 Allocating the transaction
price. Allocating the transaction price requires that we determine an estimate of the relative stand-alone selling price for each
distinct performance obligation. Determining the relative stand-alone selling price is inherently subjective, especially in situations
where we do not sell the performance obligation on a stand-alone basis (which occurs in the majority of our transactions). In those situations,
we determine the relative stand-alone selling price based on various observable inputs using all information that is reasonably available.
Examples of observable inputs and information include: historical internal pricing data, cost plus margin analyses, third-party external
pricing of similar or same products and services such as software licenses and maintenance support within the enterprise software industry.
The results of our analysis resulted in a specific percentage of the transaction price being allocated to each performance obligation.

 F- 8

 Determining the Estimated
Offering Period. The offering period is the period in which we offer to provide the future update rights and/or online hosting for
the game. Because the offering period is not an explicitly defined period, we must make an estimate of the offering period for the service-related
performance obligations (i.e., future update rights and online hosting). Determining the Estimated Offering Period is inherently subjective
and is subject to regular revision. Generally, we consider the specified contract period of our software licenses and therefore, the offering
period is estimated to be over the term of the license. We recognize revenue for future update rights and online hosting performance obligations
ratably on a straight-line basis over this period as there is a consistent pattern of delivery for these performance obligations.

 Software Development Costs

 The Company expenses software development costs, including
costs to develop software products or the software component of products to be sold, leased, or marketed to external users, before technological
feasibility is reached. Technological feasibility is typically reached shortly before the release of such products. Software development
costs also include costs to develop software to be used solely to meet internal needs and cloud-based applications used to deliver our
services. The Company capitalizes development costs related to these software applications once the preliminary project stage is complete
and it is probable that the project will be completed, and the software will be used to perform the function intended. Capitalization
ends, and amortization begins when the product is available for general release to customers.

 Stock-Based Compensation

 The Company accounts for equity instruments issued
to employees in accordance with the provisions of ASC 718 Stock Compensation (ASC 718) and Equity-Based Payments to Non-employees pursuant
to ASC 2018-07 (ASC 2018-07). All transactions in which goods or services are the consideration received for the issuance of equity instruments
are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is
more reliably measurable. The measurement date of the fair value of the equity instrument issued is the earlier of the date on which the
counterparty's performance is complete or the date at which a commitment for performance by the counterparty to earn the equity instruments
is reached because of sufficiently large disincentives for nonperformance.

 Basic and Diluted Loss Per Share

 Basic earnings per share ("EPS") are computed
by dividing net income (the numerator) by the weighted average number of common shares outstanding for the period (the denominator). Diluted
EPS is computed by dividing net income by the weighted average number of common shares and potential common shares outstanding (if dilutive)
during each period. Potential common shares include stock options, warrants and restricted stock. The number of potential common shares
outstanding relating to stock options, warrants and restricted stock is computed using the treasury stock method. For the periods presented,
potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share.

 Income Taxes

 Deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities
and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for
significant deferred tax assets when it is more likely than not, that such asset will not be recovered through future operations.

 Uncertain Tax Positions

 In accordance with ASC 740, "Income Taxes"
("ASC 740"), the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that
the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position.
These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of
a tax position taken or expected to be taken in a tax return. These standards also provide guidance on de-recognition, classification,
interest and penalties, accounting in interim periods, disclosure, and transition.

 Various taxing authorities may periodically audit
the Company's income tax returns. These audits include questions regarding the Company's tax filing positions, including the
timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with
various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years
may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not
yet undergone an examination by any taxing authorities.

 The assessment of the Company's tax position
relies on the judgment of management to estimate the exposures associated with the Company's various filing positions.

 F- 9

 Recently Adopted Accounting Standards

 In December 2023, the FASB issued Accounting Standards
Update ("ASU") 2023-09, " Income Taxes (Topic 740): Improvements to Income Tax Disclosures." ASU 2023-09
requires entities to further enhance their income tax disclosures, primarily through the standardization and disaggregation of information
within an entity's effective tax rate reconciliation categories and income taxes paid by jurisdiction. The guidance will be effective
for fiscal years beginning after December 15, 2024 with early adoption permitted. The guidance is required to be applied on a prospective
basis with the option to apply the guidance retrospectively. The Company is currently evaluating whether it will adopt the guidance prospectively
or retroactively and the impact the guidance will have on its financial statement disclosures.

 There are no other recently issued accounting pronouncements
that the Company has yet to adopt that are expected to have a material effect on its financial position, results of operations, or cash
flows.

 NOTE 2 – GOING CONCERN

 As shown in the accompanying financial statements,
the Company has incurred recurring losses from operations resulting in an accumulated deficit of $ 18,525,329 and had negative working
capital of $ 2,756,314, and as of May 31, 2024, the Company's cash on hand may not be sufficient to sustain operations.
These factors raise substantial doubt about the Company's ability to continue as a going concern. Management is actively pursuing
licensing agreements to commence revenues. Since our CEO and majority shareholder, Mr. Pei, acquired control over the Company in
May 2015, we have been wholly dependent upon him and his affiliated companies, to provide financing to us when needed, generally in the
form of convertible loans. There can be no assurance that Mr. Pei will continue to make additional financing available to us when needed.
The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a
going concern.

 The financial statements do not include any adjustments
that might result from the outcome of any uncertainty as to the Company's ability to continue as a going concern. These financial
statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts
and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

 NOTE 3 – RELATED PARTY TRANSACTIONS

 Convertible Notes Payable, Related Party

 As disclosed
in Note 5, below, the Company has received a total of $ 10,500,000 in exchange for convertible notes owed to Sky Rover Holdings,
Ltd ("Sky Rover"), an entity owned and controlled by Mr. Pei. Sky Rover has since been
dissolved, and Mr. Pei has assumed the debt as the beneficial owner.

 NOTE 4 – FAIR VALUE OF FINANCIAL INSTRUMENTS

 Under FASB ASC 820-10-5, fair value is defined as
the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase
the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must
be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value.

 The Company has certain financial instruments that
must be measured under the new fair value standard. The Company's financial assets and liabilities are measured using inputs from
the three levels of the fair value hierarchy. The three levels are as follows:

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

 Level 2 - Inputs include quoted prices
for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are
not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.),
and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated
inputs).

 Level 3 - Unobservable inputs that reflect
our assumptions about the assumptions that market participants would use in pricing the asset or liability.

 F- 10

 The following schedule summarizes the valuation of
financial instruments at fair value on a recurring basis in the balance sheets as of May 31, 2024 and 2023, respectively:

 Schedule of valuation of financial instruments

 Fair Value Measurements
 at May 31, 2024

 Level 1

 Level 2

 Level 3

 Assets

 Cash

 $

 $
 —

 $
 —

 Total assets

 —

 —

 Liabilities

 Convertible notes payable, related party

 —

 —

 Total liabilities

 —

 —

 Total

 $

 $
 —

 $
 ( 10,500,000
)

 Fair Value Measurements
 at May 31, 2023

 Level 1

 Level 2

 Level 3

 Assets

 Cash

 $

 $
 —

 $
 —

 Total assets

 —

 —

 Liabilities

 Convertible notes payable, related party

 —

 —

 Total liabilities

 —

 —

 Total

 $

 $
 —

 $
 ( 10,500,000
)

 The fair values of our related party debts are deemed
to approximate book value, and are considered Level 2 and 3 inputs as defined by ASC Topic 820-10-35.

 There were no transfers of financial assets or liabilities
between Level 1, Level 2 and Level 3 inputs for the years ended May 31, 2024 and 2023.

 F- 11

 NOTE 5 – CONVERTIBLE NOTES PAYABLE, RELATED PARTY

 Convertible notes payable, related party consists
of the following at May 31, 2024 and 2023, respectively:

 Schedule of convertible notes payable, related party

 2024

 2023

 On February 26, 2017, Sky Rover, which is owned and controlled by Mr. Pei, agreed to
 loan up to $ 20,000,000
 to the Company, of which $ 8,000,000
 was loaned on February 28, 2017. Sky Rover was issued an unsecured, 5 %,
 convertible promissory note which is due on May
 31, 2027 (as extended), and is, in whole or in part, at the option of the holder, convertible into common shares
 at any time before the due date, at a conversion price of $ 0.08
 per share (subject to adjustment in the event of stock splits, forward splits, recapitalizations, a merger, etc.). At the option of
 the Company, the interest may also be paid by issuing restricted shares of common stock, at the same conversion price per share. On
 June 26, 2018, the Company repaid $ 4,000,000
 of principal of this loan. In addition, Sky Rover converted $ 1,500,000
 of principal of this loan into common shares at the conversion price of $ 0.08
 per share into a total of 18,750,000
 shares. Sky Rover waived accrued and unpaid interest of $ 363,904,
 which was credited to additional paid in capital. As of May 31, 2024, there is $ 908,303
 of accrued interest due on this loan.

 $
 2,500,000

 $
 2,500,000

 On November 20, 2017, Sky Rover loaned an additional $ 8,000,000
 to the Company. Sky Rover was issued an unsecured, 5 %,
 convertible promissory note which is due on May
 31, 2027 (as extended), and is, in whole or in part, at the option of the holder, convertible into common shares
 at any time before the due date, at a conversion price of $ 0.08
 per share (subject to adjustment in the event of stock splits, forward splits, recapitalizations, a merger, etc.). At the option of
 the Company, the interest may also be paid by issuing restricted shares of common stock, at the same conversion price per share. As
 of May 31, 2024, there is $ 2,612,603
 of accrued interest on this loan.

 8,000,000

 8,000,000

 Total convertible notes payable, related party

 Less: current portion

 —

 2,500,000

 Convertible notes payable, related party, less current portion

 $

 $
 8,000,000

 If Sky Rover converts the remaining $ 10,500,000 of
principal on the Convertible Notes at the present conversion price of $ 0.08 per share into 131,250,000 shares, then those shares, plus
the 101,353,450 shares Mr. Pei currently owns, would give him beneficial ownership of 232,603,450 shares of the Company's 238,733,450
then-issued and outstanding shares (assuming that no other shares are issued prior to conversion), which would approximate 97.4 % of the
then-outstanding shares.

 The Company recognized $ 526,439 and $ 525,000 of interest
expense on related party convertible notes for the years ended May 31, 2024 and May 31, 2023, respectively.

 NOTE 6 – STOCKHOLDERS' EQUITY

 Preferred Stock

 The Company has authorized "blank check"
preferred stock of 50,000,000 shares, par value $ 0.001 per share. The voting powers, conversion features, if any, designations, preferences,
limitations, restrictions and other rights of each series of preferred stock shall be prescribed by resolution of the Board of Directors
at the time a specific series of preferred stock is designated. None of the preferred shares have been designated or issued as of the
date of this Report.

 Common Stock

 The Company has 500,000,000 authorized shares of $ 0.001
par value Common Stock, and had 107,483,450 shares issued and outstanding as of May 31, 2024.

 F- 12

 NOTE 7 - INCOME TAX

 The Company accounts for income taxes under FASB ASC
740-10, which requires use of the liability method. FASB ASC 740-10-25 provides that deferred tax assets and liabilities are recorded
based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes,
referred to as temporary differences.

 For the years ended May 31, 2024 and 2023, the Company
incurred a net operating loss and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes
has been recorded due to the uncertainty of the realization of any tax assets. At May 31, 2024, the Company had approximately $ 9,021,000
of federal net operating losses. The net operating loss carry forwards, if not utilized, will begin to expire in 2034.

 The effective income tax rate for the years ended
May 31, 2024 and 2023 consisted of the following:

 Schedule of effective income tax rate

 2024

 2023

 Federal statutory income tax rate

 %

 %

 State income taxes

 —
 %

 —
 %

 Change in valuation allowance

 ( 21
 %)

 ( 21
 %)

 Net effective income tax rate

 —

 —

 The components of the Company's deferred tax
asset are as follows:

 Schedule of deferred tax asset

 2024

 2023

 Deferred tax assets:

 Net operating loss carry forwards

 $
 1,894,000

 $
 1,869,000

 Net deferred tax assets before valuation allowance

 $
 1,894,000

 $
 1,869,000

 Less: Valuation allowance

 ( 1,894,000
)

 ( 1,869,000
)

 Net deferred tax assets

 $
 —

 $
 —

 Based on the available objective evidence, including
the Company's history of its loss, management believes it is more likely than not that the net deferred tax assets will not be fully
realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at May 31, 2024 and 2023,
respectively.

 In accordance with FASB ASC 740, the Company has evaluated
its tax positions and determined there are no uncertain tax positions.

 NOTE 8 – SUBSEQUENT EVENTS

 In accordance with ASC 855-10, management has performed
an evaluation of subsequent events through the date that the financial statements were available to be issued and has determined that
it does not have any material subsequent events to disclose in these financial statements.

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

 None

 ITEM 9A. Controls and Procedures

 Evaluation of Disclosure Controls and Procedures

 Our management, with the participation
of our Principal Executive Officer and our Principal Financial Officer, who is one and the same, evaluated the effectiveness of our disclosure
controls and procedures as of May 31, 2024 (the "Evaluation Date"). The term "disclosure controls and procedures,"
as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that
are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange
Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls
and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a
company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including
its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. Management
recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving
their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and
procedures.

 Based upon that evaluation,
the Company's management concluded, as of the end of the period covered by this Annual Report, that our disclosure controls and
procedures were not effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time
periods specified in the Commission's rules and forms, and that such information was not accumulated and communicated to management,
including the principal executive officer and the principal financial officer, who is one and the same, to allow timely decisions regarding
required disclosures as a result of the identified material weakness in internal control over financial reporting, the nature of which
is summarized below.

 Management's Annual Report on Internal Control Over Financial Reporting

 Management is responsible
for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process,
under the supervision of the principal executive officer and the principal financial officer, designed 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 United States generally accepted accounting principles (GAAP). Internal control over financial reporting includes
those policies and procedures that:

 Pertain
 to the maintenance of records that in reasonable detail accurately and fairly reflect the
 transactions and dispositions of the Company's assets;

 Provide
 reasonable assurance that transactions are recorded as necessary to permit preparation of
 the financial statements in accordance with generally accepted accounting principles, and
 that receipts and expenditures are being made only in accordance with authorizations of management
 and the board of directors; and

 Provide
 reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
 use, or disposition of the Company's assets that could have a material effect on the
 financial statements.

 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 the policies or procedures may deteriorate.

 The Company's management
has conducted, with the participation of our Principal Executive Officer and our Principal Accounting Officer, who is one and the same,
an assessment, including testing of the effectiveness, of our internal control over financial reporting as of Evaluation Date. Management's
assessment of internal control over financial reporting was conducted using the criteria set forth by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013 Framework). Based on the Company's assessment,
management has concluded that its internal control over financial reporting was not effective as of May 31, 2024 to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP.

 A material weakness is a control
deficiency, or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility
that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. In connection
with management's assessment of our internal control over financial reporting, we have determined
that there were control deficiencies that constituted material deficiencies, as described below:

 1.
 We do not have an Audit Committee – While not being legally obligated to have an audit committee,
it is management' s view that such a committee, including a financial expert member, is an important entity level control over the
Company's financial statements. Currently the single-member Board of Directors acts in the capacity of the Audit Committee, and
does not include a member that is considered to be independent of management to provide the necessary oversight over management's
activities.

 2.
 We did not maintain appropriate cash controls – As of May 31, 2024, the Company has not maintained
sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting
functions, and did not require dual signature on the Company' s bank accounts.

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

 4.
 Related parties – The Company has no formal process related to the identification and approval of
related party transactions.

 While these control deficiencies
did not result in any audit adjustments to our interim or annual financial statements, it could have resulted in a material misstatement
that might have been prevented or detected by a segregation of duties. Accordingly, we have determined that these control deficiencies
constitute a material weakness.

 To the extent reasonably possible,
given our limited resources, our goal is to separate the responsibilities of the principal executive officer and principal financial
officer, intending to rely on two or more individuals. We will also seek to expand our current board of directors to include additional
individuals willing to perform directorial functions. Since the recited remedial actions will require that we hire or engage additional
personnel, this material weakness may not be overcome in the near term due to our limited financial resources. Until such remedial actions
can be realized, we will continue to rely on the advice of outside professionals and consultants.

 This annual report does not include
an attestation report of our registered public accounting firm regarding our internal controls over financial reporting. Management's
report was not subject to attestation by our registered public accounting firm pursuant to Section 404(c) of the Sarbanes-Oxley Act that
permit us to provide only management's report in this annual report.

 Changes in Internal Control over Financial Reporting

 There have been no changes
in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) or in other factors
that occurred during the fiscal quarter ending May 31, 2024 that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.

 ITEM 9B. Other Information

 During
the quarter ended May 31, 2024, no director or officer of the Company adopted or terminated a contract, instruction or
written plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense conditions of Rule
10b5-1(c) and/or a non-Rule 10b5-1 trading arrangement.

 ITEM 10. Directors, Executive
Officers and Corporate Governance

 Set forth below is information
on our sole director and executive officer.

 Name

 Age

 Position

 Lei Pei

 P resident, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and sole Director

 Lei Pei has
been our sole director and executive officer since April 2015. Mr. Pei holds a Bachelor's degree in International Economic Law from
Nankai University, China and a Master's degree in International Business Law from the University of Manchester, UK. Mr. Pei has
previously served as a consultant to global, top 10 law firms regarding Chinese law related matters. Mr. Pei served as Legal Counsel for
Liberty & Co. Solicitors in London, UK, from 2002 to 2005. He was a lawyer with the Beijing Concord & Partners from 2005 to 2007,
and then with the Beijing office of the international law firm, Hogan Lovells, from 2007 to 2008. He served as a Managing Partner with
King& Bond Law Firm in Beijing from 2008 to 2010. From 2010 to 2013, Mr. Pei served as the Co-founder and General Manager of Lawspirit
Education Group Limited in Beijing, China. He is also the sole shareholder and officer of Sky Rover Holdings, Ltd.

 Family Relationships

 None.

 Board Committees and Audit Committee Financial Expert

 We do not currently have a standing
audit, nominating or compensation committee of the board of directors, or any committee performing similar functions. Our board of directors
performs the functions of audit, nominating and compensation committees. As of the date of this prospectus, no member of our board of
directors qualifies as an "audit committee financial expert" as defined in Item 407(d)(5) of Regulation S-K promulgated under
the Securities Act.

 Director Nominations

 As of May 31, 2024, we did not
affect any material changes to the procedures by which our shareholders may recommend nominees to our board of directors. We have not
established formal procedures by which security holders may recommend nominees to the Company's board of directors.

 Delinquent Section 16(a) Reports

 Section 16(a) of the Exchange
Act requires the Company's directors, executive officers and persons who own more than 10% of a registered class of the Company's
securities to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities
of the Company. Directors, executive officers and greater than 10% stockholders are required by SEC regulation to furnish the Company
with copies of all Section 16(a) reports they file. To our knowledge, based solely on the review of the copies of these forms furnished
to us and representations that no other reports were required, the Company believes that all forms required to be filed under Section
16 of the Exchange Act for the year ended May 31, 2024 were filed timely.

 ITEM 11. Executive Compensation

 Officer Compensation

 We did not pay or accrue any compensation
during the fiscal years ended May 31, 2024 and 2023 to Mr. Pei, who was our only executive officer during the fiscal year ended May 31,
2024.

 We have no employment agreement
with Mr. Pei, and do not currently contemplate entering into any employment agreement.

 There are no stock option plans,
retirement, pension, or profit-sharing plans for the benefit of our current sole officer and director.

 Director Compensation

 The sole member of our board of
directors is not compensated for his services as a director.

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

 The following table sets forth,
as of August 15, 2024, certain information with regard to the record and beneficial ownership of the Company's common stock by (i)
each person known to the Company to be the record or beneficial owner of 5% or more of the Company's common stock, (ii) each director
of the Company, (iii) each of the named executive officers, and (iv) all executive officers and directors of the Company as a group. The
address of each of our directors and executive officers named in the table is c/o Wewards, Inc., 3305 Spring Mountain Road, Suite
104, Las Vegas, Nevada 89102:

 Common Stock

 Preferred Stock

 Name of Beneficial Owner (1)

 Number of Shares

 % of Class (2)

 Number of Shares

 % of Class

 Officers and Directors:

 Lei Pei, CEO (3)

 101,353,450

 94.3
 %

 —

 —

 Directors and Officers as a Group (1 person)

 101,353,450

 94.3
 %

 —

 —

 * less than 1%

 (1)
 Except as indicated in the footnotes to this table and pursuant to applicable community property laws,
the persons named in the table have sole voting and investment power with respect to all shares of Common Stock or Preferred Stock owned
by such person.

 (2)
 Percentage of beneficial ownership is based upon 107,483,450 shares of Common Stock outstanding as of
August 15, 2024. For each named person, this percentage includes Common Stock that the person has the right to acquire either
currently or within 60 days of August 15, 2024, including through the exercise of an option; however, such Common Stock
is not deemed outstanding for the purpose of computing the percentage owned by any other person.

 (3)
 Includes 30,406,035 shares owned by the LFA Irrevocable Trust DTD 7/31/18 for the benefit of Mr. Lei
Pei's children, for which Mr. Pei's wife, Mrs. Chenfang Wang, is the sole trustee, and 30,406,035 shares owned by the
LFC Irrevocable Trust DTD 7/31/18 for the benefit of Mr. Lei Pei's children, for which Mr. Pei's wife, Mrs. Chenfang
Wang, is the sole trustee.

 ITEM 13. Certain Relationships
and Related Transactions, and Director Independence

 Director Independence

 Mr. Lei Pei is our only director.
Mr. Pei is not "independent" in accordance with the NASDAQ Global Market's requirements. However, as our common stock
is currently quoted on the OTCPink, we are not currently subject to corporate governance standards of listed companies.

 Convertible Promissory Notes

 On February 26, 2017, Sky Rover
Holdings, Ltd ("Sky Rover), which is owned and controlled by Mr. Pei, agreed to loan up to $20,000,000 to the Company, of which
$8,000,000 was loaned on February 28, 2017. Sky Rover was issued an unsecured, 5% convertible promissory note which is due on May 31,
2027 (as extended), and is, in whole or in part, at the option of the holder, convertible into common shares at any time before the due
date, at a conversion price of $0.08 per share (subject to adjustment in the event of stock splits, forward splits, recapitalizations,
a merger, etc.). At the option of the Company, the interest may also be paid by issuing restricted shares of common stock, at the same
conversion price per share. On June 26, 2018, the Company repaid $4,000,000 of principal of this loan. In addition, Sky Rover converted
$1,500,000 of principal of this loan into common shares at the conversion price of $0.08 per share into a total of 18,750,000 shares.
Sky Rover waived accrued and unpaid interest of $363,904, which was credited to additional paid in capital. As of May 31, 2024, there
is $908,303 of accrued interest due on this loan.

 On November 20, 2017, Sky Rover
loaned an additional $8,000,000 to the Company. Sky Rover was issued an unsecured, 5%, convertible promissory note which is due on May 31,
2027 (as extended), and is, in whole or in part, at the option of the holder, convertible into common shares at any time before the due
date, at a conversion price of $0.08 per share (subject to adjustment in the event of stock splits, forward splits, recapitalizations,
a merger, etc.). At the option of the Company, the interest may also be paid by issuing restricted shares of common stock, at the same
conversion price per share. As of May 31, 2024, there is $2,612,603 of accrued interest on this loan.

 ITEM 14. Principal AccountING
Fees And Services

 All audit work was performed by
the full-time employees of M&K CPAS, PLLC ("M&K") for the years ended May 31, 2024 and 2023. Our board of
directors does not have an audit committee. The functions customarily delegated to an audit committee are performed by our full board
of directors. Our board of directors approves in advance, all services performed by M&K. Our board of directors has considered whether
the provision of non-audit services is compatible with maintaining the principal accountant's independence, and has approved such
services.

 The following table sets forth
fees billed by our auditors during the last two fiscal years for services rendered for the audit of our annual financial statements and
the review of our quarterly financial statements, services by our auditors that are reasonably related to the performance of the audit
or review of our financial statements and that are not reported as audit fees, services rendered in connection with tax compliance, tax
advice and tax planning, and all other fees for services rendered.

 Years Ended May 31,

 2024

 2023

 Audit fees (1)

 $
 32,250

 $
 27,250

 Audit related fees

 —

 —

 Tax fees

 —

 —

 All other fees

 —

 —

 Total

 $
 32,250

 $
 27,250

 (1) Audit fees were principally for audit services and work
performed in the review of the Company's quarterly reports on Form 10-Q

 ITEM 15. Exhibits and Financial
Statement Schedules

 Exhibit

 Description

 3.1

 Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the Form 8-K-1 filed with the Securities and Exchange Commission by Wewards, Inc. on March 1, 2017)

 3.2

 Certificate of Amendment to Articles of Incorporation dated January 18, 2018 (incorporated by reference to Exhibit 3.4 of the Form 8-A filed with the Securities and Exchange Commission by Wewards, Inc. on July 2, 2018)

 3.3

 Bylaws of Wewards, Inc., f/k/a Betafox Corp. (incorporated by reference to Exhibit 3.2 of the Form 8-A filed with the Securities and Exchange Commission by Wewards, Inc. on July 2, 2018)

 4.1

 Description of Registrant's Securities (incorporated by reference to Exhibit 4.1 of the Form 10-K filed with the Securities and exchange Commission by Wewards, Inc. on August 31, 2022)

 10.1

 Intellectual Property Rights Purchase and Transfer Agreement between Wewards, Inc. and United Power, Inc., dated as of April 2, 2020 (incorporated by reference to Exhibit 10.1 of the Form 10-K filed with the Securities and Exchange Commission by Wewards, Inc. on August 31, 2020)

 31.1*

 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)

 32.1*

 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 104*

 * Filed herewith.

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d)
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.

 (Registrant)

 By:

 /s/ Lei Pei

 Lei Pei

 Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)

 Dated:

 March 28, 2025

 Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the following persons on behalf of the Registrant, and in the capacities and on the
dates indicated:

 Signature

 Title

 Date

 /s/ Lei Pei

 Chief Executive Officer and Chief Financial Officer

 Lei Pei

 (Principal Executive Officer and Principal Financial Officer)

 March 28, 2025