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Item 2. Management’s Discussion and Analysis

2024-04-02 compared with 2022-03-28 · 122 added, 72 removed, 32 unchanged (86% of the section changed)

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

The following discussion and analysis of financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this report.

MANAGEMENT’S DISCUSSION

AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of financial

condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in

This discussion contains forward-looking statements that involve risks, uncertainties and assumptions.

Our actual results could differ materially from those anticipated in the forward-looking statements as a result of certain factors discussed elsewhere in this report.

WeTrade Group, Inc.

was incorporated in the State of Wyoming on March 28, 2019 and is in the business of providing technical services and solutions via its membership-based social e-commerce platform.

We are committed to providing an international cloud-based intelligence system and independently developed a micro-business cloud intelligence system called the “YCloud.” Our goal is to provide technical and auto-billing management services to micro-business online stores in China through big data analytics, machine learning mechanisms, social network recommendations, and multi-channel data analysis.

We provide technology services to both individual and corporate users.

Through Yueshang Beijing, we provide “YCloud” service to our customer, Zhuozhou Weijiafu Information Technology Limited, or (“Weijiafu”) and Changtongfu Technology (Hainan) Co Limited or (“Changtongfu”) the PRC technology company, which provide “YCloud” services to individual and corporate micro-business owners.

The market individual micro-business owners represents a potential of 330 million users by the year of 2023.

YCloud serves corporate users in multiple industries, including Yuetao Group, Zhiding, Lvyue, Yuebei, Yuedian, Coke GO, and Zhongyanshangyue.

We conduct business operations in mainland China and have established trial operations in Hong Kong, the Philippines, and Singapore.

We expect to utilize the YCloud system to establish a global strategic cooperation with various social media platforms.

Plan to negotiate with Kakao Talk, Line, Whatsapp, Ohho, and Bluechat.

Additionally, we have formed long-term technical collaborations with Yuetao App, Daren App, Yuebei App, Zhiding App, Yuedian App, and Lvyue App through Weijiafu.

In January 2020, we appointed a third-party software company to develop an auto-billing management system (“WeTrade System”), the early stage of the YCloud system, at the cost of RMB 400,000 (or approximately USD $62,000) to provide online payment services for micro-business owners in the PRC.

The main functions of the YCloud system is to manage users’ marketing relationships, CPS commission profit management, multi-channel data statistics, AI fission and management, and improved supply chain systems.

Currently, YCloud serves the micro business industry.

We expect to expand the application of YCloud to tourism, hospitality, livestreaming and short video, medical beauty and traditional retail industries.

See “Cautionary

Note Regarding Forward-Looking Statements.” Our actual results could differ materially from those anticipated in the forward-looking

statements as a result of certain factors discussed elsewhere in this report.

WeTrade Group, Inc was incorporated in the State of

Wyoming on March 28, 2019.

We currently pursue two corporate strategies.

One business strategy is to continue providing software development

services, and the other strategy is to acquire and hold bitcoin.

Software development

We provide AI-enabled software development services

to our customers, which included developing, designing, and implementing various SAAS software solutions for businesses of all types,

including industrial and other businesses.

Bitcoin Acquisition Strategy

Our bitcoin acquisition strategy generally involves

acquiring bitcoin with our liquid assets that exceed working capital requirements, and from time to time, subject to market conditions,

issuing debt or equity securities or engaging in other capital raising transactions with the objective of using the proceeds to purchase

We view our bitcoin holdings as long-term holdings

and expect to continue to accumulate bitcoin.

We have not set any specific target for the amount of bitcoin we seek to hold, and we will

continue to monitor market conditions in determining whether to engage in additional financings to purchase additional bitcoin.

This overall strategy also contemplates that we may

(i) periodically sell bitcoin for general corporate purposes, including to generate cash for treasury management or in connection with

strategies that generate tax benefits in accordance with applicable law, (ii) enter into additional capital raising transactions that

are collateralized by our bitcoin holdings, and (iii) consider pursuing additional strategies to create income streams or otherwise generate

funds using our bitcoin holdings.

We believe that, due to its limited supply, bitcoin

offers the opportunity for appreciation in value if its adoption increases and has the potential to serve as a hedge against inflation

in the long-term.

Results of Operations

The following tables provide a comparison of a summary of our results of operations for the three and nine months period ended September 30, 2021 and 2020.

Results of Operations for the nine months period Ended September 30, 2021 and 2020

For the period

Results of Operations for the Nine months period

Ended September 30, 2023 and 2022

The following tables provide a comparison of a summary

of our results of operations for the nine months period ended September 30, 2023 and 2022.

September 30,

From the period

September 30,

Service revenue- related party

Service revenue- non related party

Total service revenue

Service revenue

Cost of Revenue

Operating Expenses:

General and Administrative

Operations Profit

Other revenue

Net Profit before income tax

Impairment losses on digital assets

General and administrative expenses

Operation loss

Other (expenses) /income

(10,935,694 )

Net loss before income tax

(14,286,268 )

Income tax expense

(14,286,268 )

Revenue from Operations

For the nine-month period ended September 30, 2021 and 2020, total revenue were $11,262,491 and $2,888,461 from service revenue respectively.

Service revenue from third party were $7,847,401 (2020:

$518,269) and service revenue from related party were $3,415,090 (2020:

For the nine-month period ended September 30,

The increase in revenue was mainly due to increase in YCloud users during the period.

2023 and 2022, total revenue was $1,633,836 and $nil respectively, the revenue is mainly generated from the AI software development and

SAAS software solutions for industrial and other businesses users.

Cost of revenue

For the nine-month period ended September 30, 2021 and 2020, cost of revenue were $2,441,883 and $515,195 respectively, the increase is in line with the increase in revenue during the period.

Cost of revenue is mainly consists of staff payroll, PRC central provident fund (“CPF”) and other staff benefits, the increase is mainly due to more staffs were recruited during the period.

Cost of revenue mainly consists of staff payroll,

system development costs and outsourcing staff cost for system development, which is in line with the increase in revenue during the

General and Administrative Expenses

For the nine months period ended September 30, 2021 and 2020, general and administrative expenses were $4,695,727 and $617,216 respectively, the increase is mainly due to increase in the payroll expenses as a result of new staffs were recruited for software development during the period as compared to no such software development in prior period.

Other revenue

For the nine months period ended September 30, 2021 and 2020, other revenue were $258,501 and $39,060 respectively, the increase is mainly due to tax refund of RMB 540,000 (approximately of US$83,000) and accrued interest of note receivables of $115,212 during the period.

As a result of the factors described above, there was a net profit of $3,904,385 and $1,307,126 for the nine months period ended September 30, 2021 and 2020, the increase mainly due to revenue generated from auto-billing management system from new customers.

Results of Operations for the three months period Ended September 30, 2021 and 2020

For the nine months period ended September

30, 2023 and 2022, general and administrative expenses were $1,526,531 and $6,800,305 respectively.

The decrease is mainly due to lesser

expenses were incurred for the Nasdaq IPO professional fees in Q3 2023 as compare to the prior period.

Other Income/(Expenses)

The other expenses of $10,935,694 is mainly

due to the loan waiver of amount due from related companies during the period.

As a result of the factors described above,

there was a net loss of $14,286,268 and net loss of $6,800,305 for the period ended September 30, 2023 and 2022, respectively.

in net loss is mainly due to the loan waiver of amount due from related companies during the period.

Results of Operations for the three months period

Ended September 30, 2023 and 2022

The following tables provide a comparison of a summary

of our results of operations for the three months period ended September 30, 2023 and 2022.

For the period

2 unchanged sentences

September 30,

Service revenue- related party

Service revenue- non related party

T otal service revenue

Service revenue- related parties

Cost of Revenue

Operating Expenses:

General and Administrative

Operations Profit

Other revenue

Net Profit before income tax

Impairment losses on digital assets

General and administrative expenses

Operation Loss

Other (expenses)/income

Net Loss before income tax

(14,286,268 )

Income tax expense

(14,286,268 )

Revenue from Operations

For the three-month period ended September 30, 2021 and 2020, total revenue were $4,598,675 and $2,012,098 from service revenue respectively.

Service revenue from third party were $2,855,376 (2020:

$518,269) and service revenue from related party were $1,743,299 (2020:

$1,493,829) for the three-month period ended September 30, 2021.

The increase in revenue was mainly due to increase in YCloud users during the period.

For the three-month period ended September 30, 2023 and 2022, total

revenue was $1,633,836 and $nil respectively, the revenue is mainly generated from the AI software development and SAAS software solutions

for industrial and other businesses users.

Cost of revenue

For the three-month period ended September 30, 2021 and 2020, cost of revenue were $2,105,116 and $427,647 respectively, the increase is in line with the increase in revenue during the period.

Cost of revenue is mainly consists of staff payroll, PRC central provident fund (“CPF”) and other staff benefits, the increase is mainly due to more staffs were recruited during the period.

Cost of revenue mainly consists of staff payroll, system development

costs and outsourcing staff cost for system development, which is in line with the increase in revenue during the period.

General and Administrative Expenses

For the three-months period ended September 30, 2021 and 2020, general and administrative expenses were $1,039,081 and $407,067 respectively, the increase is mainly due to increase in the payroll expenses as a result of new staffs were recruited for software development during the period as compared to no such software development in prior period.

Other revenue

For the three-months period ended September 30, 2021 and 2020, other revenue were $59,902 and $38,939 respectively, the increase is mainly due to tax refund from PRC entities and accrued interest of note receivables during the period.

As a result of the factors described above, there was a net profit of $1,410,271 and $740,892 for the three months period ended September 30, 2021 and 2020, the increase mainly due to revenue generated from auto-billing management system from new customers.

For the nine months period ended September 30, 2023 and 2022, general

and administrative expenses were $1,526,531 and $6,315,959 respectively.

The decrease is mainly due to no expenses were incurred for

the Nasdaq IPO professional fees in Q3 2023 as compare to the prior period.

Other Expenses

The other expenses of $10,935,694 is mainly due to the loan waiver

of amount due from related companies during the period.

As a result of the factors described above, there was a net loss

of $14,286,268 and net loss of $6,294,001 for the period ended September 30, 2023 and 2022, respectively.

The increase in net loss is

mainly due to the loan waiver of amount due from related companies of $10,935,694 and impairment losses on digital assets of $3,059,342

during the period.

Liquidity and Capital Resources

As of September 30, 2023, we had cash on hand of $1,416,885.

The decrease is mainly due to additional short term loan of approximate $1.37 million (RMB 9 million) to third party and prepayment of office furniture and office rental of approximate $2.4 million (RMB 15 million) during the period.

increase is mainly due to the proceed from disposal of subsidiaries of $4,500,000 during the period.

Operating activities

Our continuing operating activities used cash of ($2,808,831) and ($1,042,610) for the period ended September 30, 2021 and 2020, this is due to additional prepayment of office furniture and office rental of approximate $2.4 million (RMB 15 million) during the period.

As of September 30, 2023, our cash flow provided by operating activities

is $8,883,987 for the period ended September 30, 2023 as compared to the cash flow used in operating activities of $40,801,222 in prior

The increase was mainly due to increase in assets related to discontinued operation as compare to the prior period.

Investing activities

Cash provided in our investing activities was ($138,124) and nil for the period ended September 30, 2021 and 2020, this is due to additional of new computer and equipment during the period.

As of September 30, 2023, cash used in investing activities

is $24,990,000 for the period ended September 30, 2023 as compared to the cash flow provided by investing activities of $433,119

in prior period.

The increase was mainly due to acquire of 833 BTC for the approximately $25 million in cash during the period.

Financing activities

Cash provided in our financing activities was nil and $835,500 for the period ended September 30, 2021 and 2020, this is due to no share issued for cash during the period as compare to share issue of $835,500 in prior period.

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

Cash provided by our financing activities was $17,498,841 for the

period ended September 30, 2023 as compared to cash provided by financing activities of $41,266,941.

The decrease is mainly due to lesser

in share placement of approximately $12.6 million during the period as compare to the share placement of $37.5 million in prior period.

Inflation does not materially affect our business

or the results of our operations.

Off-Balance Sheet Arrangements

1 unchanged sentence

Critical Accounting Policies

We prepare our financial statements in accordance with generally accepted accounting principles of the United States (“GAAP”).

GAAP represents a comprehensive set of accounting and disclosure rules and requirements.

The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.

Our actual results could differ from those estimates.

We prepare our financial statements in accordance

with generally accepted accounting principles of the United States (“GAAP”).

GAAP represents a comprehensive set of accounting

and disclosure rules and requirements.

The preparation of our financial statements requires management to make estimates and assumptions

that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial

statements, and the reported amounts of revenues and expenses during the reporting period.

Our actual results could differ from those

We use historical data to assist in the forecast of our future results.

Deviations from our projections are addressed when our financials are reviewed on a monthly basis.

Deviations from our projections are addressed when

our financials are reviewed on a monthly basis.

This allows us to be proactive in our approach to managing our business.

It also allows us to rely on proven data rather than having to make assumptions regarding our estimates.

It also allows

us to rely on proven data rather than having to make assumptions regarding our estimates.

Recent Accounting Pronouncements

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

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

We have reviewed all the recently issued, but not

yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company

financial statements.

QUANTITATIVE AND QUALITATIVE

DISCLOSURES ABOUT MARKET RISK

We are a “smaller reporting company” as

defined by Item 10(f)(1) of Regulation S-K, and as such are not required to provide the information contained in this item pursuant to

Item 305 of Regulation S-K.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q/A

Item 2. Management’s Discussion and Analysis