Item 1. Financial Statements
Item 1. Financial Statements
WETRADE GROUP INC
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(All amounts shown in U.S. Dollars)
As of
September 30,
2023
As
of
December 31,
2022
ASSETS
Current assets:
Cash
and cash equivalents
$ 1,416,885
$ 24,232
Digital assets
21,930,658
—
Accounts receivable-
non related parties, net
129,764
—
Other receivables-related
parties
5,805,500
5,805,500
Prepayments
12,125,500
50,000
Assets
related to discontinued operation
—
40,349,508
Total
current assets
41,408,307
46,229,240
Total
assets
41,408,307
$ 46,229,240
LIABILITIES
AND STOCKHOLDERS’ EQUITY
Current liabilities:
Account payables
123,273
—
Accrued expenses
270,864
—
Amount due to
related parties
1,673,683
1,303,296
Other
payables
50,517
50,000
Liabilities
related to discontinued operation
—
3,168,435
Total
current liabilities
2,118,337
4,521,731
Total
liabilities
2,118,337
4,521,731
Stockholders’
equity:
Common stock;
no par value; 2,625,130
and 195,057,503 issued
and outstanding at September 30, 2023 and December 31, 2022 respectively
—
—
Additional paid
in capital
56,348,650
43,732,196
Accumulated other
comprehensive loss
( 175 )
( 310,577 )
Accumulated
deficits
( 17,058,505 )
( 1,714,110 )
Total
stockholders’ equity
39,289,970
41,707,509
Total
liabilities and stockholders’ equity
$ 41,408,307
$ 46,229,240
The accompanying notes are an integral part of
these unaudited condensed consolidated financial statements.
1
WETRADE GROUP INC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE LOSS
(UNAUDITED)
For the Three
Months Ended
September 30,
2023
For the Three
Months Ended
September 30,
2022
For the Nine
Months Ended
September 30,
2023
For the Nine
Months Ended
September 30,
2022
Revenue:
Service revenue
$ 1,633,836
$ —
$ 1,633,836
$ —
Total service revenue
1,633,836
—
1,633,836
—
Cost of revenue
( 398,537 )
—
( 398,537 )
—
Gross Profit
1,235,299
—
1,235,299
—
Operating expenses
Impairment of digital assets
$ ( 3,059,342 )
$ —
$ ( 3,059,342 )
$ —
General and administrative expense
( 1,526,531 )
( 6,315,959 )
( 1,526,531 )
( 6,800,305 )
Total operating expenses
( 4,585,873 )
( 6,315,959 )
( 4,585,873 )
( 6,800,305 )
Loss from operations
( 3,350,574 )
( 6,315,959 )
( 3,350,574 )
( 6,800,305 )
Other (expenses)/ income
( 10,935,694 )
21,958
( 10,935,694 )
—
Loss before income taxes
( 14,286,268 )
( 6,294,001 )
( 14,286,268 )
( 6,800,305 )
Income tax expenses
—
—
—
—
Net loss from continuing operation
$ ( 14,286,268 )
$ ( 6,294,001 )
$ ( 14,286,268 )
$ ( 6,800,305 )
Discontinued Operations:
Loss from discontinued operation
70,477
( 2,363,091 )
( 1,124,676 )
( 1,738,568 )
Gain from discontinued operation
115,630
—
66,549
—
Comprehensive income
Net loss
$ ( 14,100,161 )
$ ( 8,657,092 )
$ ( 15,344,395 )
$ ( 8,538,873 )
Other comprehensive income
Foreign currency translation adjustment
( 175 )
—
( 175 )
—
Total comprehensive loss
$ ( 14,100,336 )
$ ( 8,657,092 )
$ ( 15,344,570 )
$ ( 8,538,873 )
Loss per share, basic and diluted
$ ( 0.29 )
$ ( 0.04 )
$ ( 0.13 )
$ ( 0.03 )
*Weighted-average shares outstanding,
basic and diluted
48,205,725
192,768,916
114,844,076
233,072,453
*
Share and per share amounts have been retroactively adjusted to reflect the decreased number of shares resulting from a reverse stock split and issuance of new shares.
The accompanying notes are an integral part of
these unaudited condensed consolidated financial statements.
2
WETRADE GROUP INC
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’
EQUITY
(UNAUDITED)
Three months ended September 30, 2023
Common Stock
Additional
Paid in
Accumulated
Accumulated
Other
Comprehensive
Total
Shareholder
Shares
Amount
Capital
Deficits
Income
Equity
Balance as of June 30, 2023
1,054,530
$ —
$ 43,732,196
$ ( 2,958,344 )
$ ( 935,527 )
$ 39,838,325
Stock issued during the period
1,570,600
—
12,616,454
—
—
12,616,454
Foreign currency translation adjustment
—
—
—
—
935,352
935,352
Net gain from discontinued operation
—
—
—
186,107
—
186,107
Net loss for the period
—
—
—
$ ( 14,286,268 )
—
$ ( 14,286,268 )
Balance as of September 30, 2023
2,625,130
$ —
$ 56,348,650
$ ( 17,058,505 )
$ ( 175 )
$ 39,289,970
Nine months ended September 30, 2023
Common Stock
Additional
Paid in
Accumulated
Accumulated
Other
Comprehensive
Total
Shareholder
Shares
Amount
Capital
Deficits
Income
Equity
Balance as of December 31, 2022
195,057,503
$ —
$ 43,732,196
$ ( 1,714,110 )
$ ( 310,577 )
$ 41,707,509
Reverse shares split
( 194,002,973 )
—
—
—
—
—
Stock issued during the period
1,570,600
12,616,454
—
—
12,616,454
Foreign currency translation adjustment
—
—
—
—
310,402
310,402
Disposition of discontinued operations
—
—
—
( 1,124,676 )
—
( 1,124,676 )
Net gain from discontinued operation
—
—
—
66,549
—
66,549
Net loss for the period
—
—
—
$ ( 14,286,268 )
—
$ ( 14,286,268 )
Balance as of September 30, 2023
2,625,130
$ —
$ 56,348,650
$ ( 17,058,505 )
$ ( 175 )
$ 39,289,970
3
Three months ended September 30, 2022
Common Stock
Additional
Paid in
Retained
Accumulated
Other Comprehensive
Total
Shareholder
Shares
Amount
Capital
Earnings
Income
Equity
Balance as of June 30, 2022
185,032,503
$ —
$ 6,197,520
$ 7,551,523
$ 187,388
$ 13,936,431
Stock issued during the period
10,000,000
—
37,057,176
—
—
37,057,176
Stock compensation
25,000
—
477,500
—
—
477,500
Foreign currency translation adjustment
—
—
—
—
( 764,034 )
( 764,034 )
Disposition of discontinued operation
—
—
—
( 2,363,091 )
—
( 4,703,664 )
Net loss for the period
—
—
—
$ ( 6,294,001 )
—
$ ( 3,953,428 )
Balance as of September 30, 2022
195,057,503
$ —
$ 43,732,196
$ ( 1,105,569 )
$ ( 576,646 )
$ 42,049,981
Nine months ended September 30, 2022
Common Stock
Additional
Paid in
Retained
Accumulated
Other
Comprehensive
Total
Shareholder
Shares
Amount
Capital
Earnings
Income
Equity
Balance as of December 31, 2021
305,451,498
$ —
$ 6,197,520
$ 7,433,305
$ 898,497
$ 14,529,322
Share cancellation
( 120,418,995 )
—
—
—
—
—
Stock issued during the period
10,000,000
—
37,057,176
—
—
37,057,176
Stock compensation
25,000
—
477,500
—
—
477,500
Foreign currency translation adjustment
—
—
—
—
( 1,475,143 )
( 1,475,143 )
Disposition of discontinued operations
—
—
—
( 1,738,568 )
—
( 1,738,568 )
Net loss for the period
—
—
—
$ ( 6,800,306 )
—
$ ( 6,800,306 )
Balance as of September 30, 2022
195,057,503
$ —
$ 43,732,196
$ ( 1,105,569 )
$ ( 576,646 )
$ 42,049,981
The accompanying notes are an integral part of these unaudited condensed consolidated f inancial statements.
4
WETRADE GROUP INC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the
Nine months Ended
For the
Nine months Ended
September 30,
2023
September 30,
2022
Cash flows from operating activities:
Net loss
$ ( 14,286,268 )
$ ( 6,800,305 )
Gain from discontinued operation
66,549
—
Loss from disposal operation
( 1,124,676 )
( 1,738,568 )
Digital assets impairment loss
3,059,342
—
Changes in operating assets and liabilities:
Accounts receivables
( 129,766 )
—
Prepaid expenses
( 12,075,500 )
( 50,000 )
Account payables
123,273
—
Accrued expenses
270,864
—
Tax payables
517
—
Assets related to discontinued operations
32,979,652
( 31,203,493 )
Liabilities related to discontinued operations
—
( 1,008,856 )
Net cash flows provided by/ (used in) operating activities
8,883,987
( 40,801,222 )
Cash flow from investing activities:
Digital assets
( 24,990,000 )
—
Property, plant and equipments
—
395,353
Amortised expenses
—
37,766
Net cash (used in)/ provided by investing activities
( 24,990,000 )
433,119
Cash flow from financing activities:
Proceed from issuance of common stock
12,616,454
37,534,676
Note receivables
—
3,844,030
Proceed from disposal of subsidiaries
4,500,000
—
Shareholders loan
382,387
( 111,765 )
Net cash flows provided by financing activities
17,498,841
41,266,941
Effect of exchange rate changes on cash
( 175 )
( 1,475,144 )
Change in cash and cash equivalents:
1,392,653
( 576,306 )
Cash and cash equivalents, beginning of period
$ 24,232
$ 616,593
Cash and cash equivalents, end of period
$ 1,416,885
$ 40,287
Supplemental cash flow information:
Cash paid for interest
$ —
$ —
Cash paid for taxes
$ —
$ —
The accompanying notes are an integral part
of these unaudited condensed consolidated financial statements.
5
WETRADE GROUP INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 – NATURE OF BUSINESS
Business
WeTrade Group, Inc was incorporated in the State of
Wyoming on March 28, 2019. We currently pursue two corporate strategies. One business strategy is to continue providing software development
services, and the other strategy is to acquire and hold bitcoin.
Software development
We provide AI-enabled software development services
to our customers, which included developing, designing, and implementing various SAAS software solutions for businesses of all types,
including industrial and other businesses.
Bitcoin Acquisition Strategy
Our bitcoin acquisition strategy generally involves
acquiring bitcoin with our liquid assets that exceed working capital requirements, and from time to time, subject to market conditions,
issuing debt or equity securities or engaging in other capital raising transactions with the objective of using the proceeds to purchase
bitcoin.
We view our bitcoin holdings as long-term holdings
and expect to continue to accumulate bitcoin. We have not set any specific target for the amount of bitcoin we seek to hold, and we will
continue to monitor market conditions in determining whether to engage in additional financings to purchase additional bitcoin.
This overall strategy also contemplates that we may
(i) periodically sell bitcoin for general corporate purposes, including to generate cash for treasury management or in connection with
strategies that generate tax benefits in accordance with applicable law, (ii) enter into additional capital raising transactions that
are collateralized by our bitcoin holdings, and (iii) consider pursuing additional strategies to create income streams or otherwise generate
funds using our bitcoin holdings.
We believe that, due to its limited supply, bitcoin
offers the opportunity for appreciation in value if its adoption increases and has the potential to serve as a hedge against inflation
in the long-term.
6
The following table presents a roll-forward of our bitcoin holdings,
including additional information related to our bitcoin purchases, and digital asset impairment losses during the period:
Schedule of digital asset impairment losses
Digital
asset original cost basis
Digital
asset impairment losses
Digital
asset carrying amount
Approximate
number of Bitcoin held
Balance
at December 31, 2022
-
-
-
-
Digital
asset purchase
24,990,000
-
24,990,000
833
Digital
asset impairment loss
-
( 3,059,342 )
-
-
Balance
at September 30, 2023
24,990,000
( 3,059,342 )
21,930,658
833
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Basis of Preparation of Financial Statements
The condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The condensed
consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company
transactions and balances have been eliminated in consolidation.
The condensed consolidated financial statements of
the Company as of and for the nine months ended September 30, 2023 and 2022 are unaudited. In the opinion of management, all adjustments
(including normal recurring adjustments) that have been made are necessary to fairly present the financial position of the Company as
of September 30, 2023, the results of its operations for the nine months ended September 30, 2023 and 2022, and its cash flows for the
nine months ended September 30, 2023 and 2022. Operating results for the quarterly periods presented are not necessarily indicative of
the results to be expected for a full fiscal year.
The statements and related notes have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, certain information
and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to
such rules and regulations. These financial statements should be read in conjunction with the financial statements and other information
included in the Company’s Annual Report on Form 10-K as filed with the SEC for the fiscal year ended December 31, 2022.
7
Revenue recognition
The Company follows the guidance of Accounting Standards
Codification (ASC) 606, Revenue from Contracts . ASC 606 creates a five-step model that requires entities to exercise judgment when
considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance
obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate
performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step
model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services
it transfers to its clients.
Digital Assets
The Company accounts for its digital assets, which
are comprised solely of bitcoin, as indefinite-lived intangible assets in accordance with Accounting Standards Codification (“ASC”)
350, Intangibles—Goodwill and Other. The Company’s digital assets are initially recorded at cost. Subsequently, they are measured
at cost, net of any impairment losses incurred since acquisition. Impairment losses are recognized as “Digital asset impairment
losses” in the Company’s Consolidated Statement of Operations in the period in which the impairment occurs. Gains (if any)
are not recorded until realized upon sale, at which point they are presented net of any impairment losses in the Company’s Consolidated
Statements of Operations. In determining the gain to be recognized upon sale, the Company calculates the difference between the sales
price and carrying value of the specific bitcoins sold immediately prior to sale.
The following table summarizes the Company’s
digital asset holdings as of:
Schedule of digital asset holdings
September
30,
2023
December 31,
2022
Approximate number of bitcoins held
833 .19
—
Digital assets carrying value
$ 21,930,658
$ —
Cumulative asset impairment losses
$ 3,059,342
$ —
As of September 30, 2023, approximately 833 .19
of the bitcoins held by the Company, which had a carrying value of approximately $21.9
21,930,658 million on the Company’s Consolidated Balance Sheets as of September 30, 2023.
8
Cash and Cash Equivalents
The Company considers all highly liquid debt instruments
purchased with a maturity period of three months or less to be cash or cash equivalents. The carrying amounts reported in the accompanying
unaudited condensed consolidated balance sheets for cash and cash equivalents approximate their fair value. All of the Company’s
cash that is held in bank accounts in Singapore, Hong Kong and PRC are not protected by Federal Deposit Insurance Corporation (“FDIC”)
insurance.
Foreign Currency
The Company’s principal country of operations
is the PRC. The accompanying condensed consolidated financial statements are presented in US$. The functional currency of the Company
is US$, and the functional currency of the Company’s subsidiaries is RMB. The condensed consolidated financial statements are translated
into US$ from RMB at year-end exchange rates as to assets and liabilities and average exchange rates as to revenues and expenses. Capital
accounts are translated at their historical exchange rates when the capital transactions occurred. The resulting translation adjustments
are recorded as a component of shareholders’ equity included in other comprehensive income. Gains and losses from foreign currency
transactions are included in profit or loss. There were no gains and losses from foreign currency transactions from the inception to September
30, 2023.
Schedule of exchange rate
September 30,
2023
December 31,
2022
RMB: US$ exchange rate
7.27
6.9 0
The balance sheet amounts, with the exception of equity,
September 30, 2023 and December 31, 2022 were translated at 7.27 RMB and 6.9 RMB to US$ 1.00 , respectively. The equity accounts were stated
at their historical rates. The average translation rates applied to statements of operations and comprehensive income accounts for the
period ended September 30, 2023 and year ended December 31, 2022 were 7.05 RMB and 6.75 RMB to US$ 1.00 , respectively. Cash flows were
also translated at average translation rates for the year and, therefore, amounts reported on the statement of cash flows would not necessarily
agree with changes in the corresponding balances on the condensed consolidated balance sheet. The transactions dominated in SGD are immaterial.
Consolidation
The Company’s condensed consolidated financial
statements include the financial statements of the Group and subsidiaries. All transactions and balances among the Group and its subsidiaries
have been eliminated upon consolidation.
Use of Estimates
The preparation of financial statements in conformity
with US GAAP requires management to make judgement estimates and assumptions that affect the amounts reported in the condensed consolidated
financial statements and accompanying notes. Management believes that the estimates used in preparing the financial statements are reasonable
and prudent; however, actual results could differ from these estimates. Significant accounting estimates include the allowance for doubtful
accounts, useful lives of intangible asset, valuation of deferred tax assets, and certain accrued liabilities such as contingent liabilities.
9
Accounts Receivable
Accounts receivables are presented net of allowance
for doubtful accounts. The Company uses specific identification in providing for bad debts when facts and circumstances indicate that
collection is doubtful and based on factors listed in the following paragraph. If the financial conditions of its customers were to deteriorate,
resulting in an impairment of their ability to make payments, additional allowance may be required.
The Company maintains an allowance for doubtful accounts
which reflects its best estimate of amounts that potentially will not be collected. The Company determines the allowance for doubtful
accounts on general basis taking into consideration various factors including but not limited to historical collection experience and
credit-worthiness of the customers as well as the age of the individual receivables balance. Additionally, the Company makes specific
bad debt provisions based on any specific knowledge the Company has acquired that might indicate that an account is uncollectible. The
facts and circumstances of each account may require the Company to use substantial judgment in assessing its collectability.
10
Leases
The Company adopted Accounting Standards Update No.
2016-02, Leases (Topic 842) (ASU 2016-02), and generally requires lessees to recognize operating and financing lease liabilities and corresponding
right-of-use (ROU) assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash
flows arising from leasing arrangements.
Operating leases are included in operating lease right-of-use
(“ROU”) assets and short-term and long-term lease liabilities in our condensed consolidated balance sheets. Finance leases
are included in property and equipment, other current liabilities, and other long-term liabilities in our condensed consolidated balance
sheets.
ROU assets represent the Company’s right to
use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising
from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments
over the lease term. As most of the leases do not provide an implicit rate, we use the industry incremental borrowing rate based on the
information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable.
The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The lease terms may include options
to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is
recognized on a straight-line basis over the lease term.
ASU 2016-02 requires that public companies use a secured
incremental browning rate for the present value of lease payments when the rate implicit in the contract is not readily determinable.
We determine a secured rate on a quarterly basis and update the weighted average discount rate accordingly.
Software Development Costs
We apply ASC 985-20, Software—Costs of Software
to Be Sold, Leased, or Marketed, in analyzing our software development costs. ASC 985-20 requires the capitalization of certain software
development costs subsequent to the establishment of technological feasibility for a software product in development. Research and development
costs associated with establishing technological feasibility are expensed as incurred. Based on our software development process, technological
feasibility is established upon the completion of a working model. In addition, we apply this to our review of development projects related
to software used exclusively for our SaaS subscription offerings. In these reviews, all costs incurred during the preliminary project
stages are expensed as incurred. Once the projects have been committed to and it is probable that the projects will meet functional requirements,
costs are capitalized.
11
Income Tax
Income taxes are determined in accordance with the
provisions of ASC Topic 740, “Income Taxes” (“ASC Topic 740”). Under this method, deferred tax assets and liabilities
are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates
expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. Any effect
on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
ASC 740 prescribes a comprehensive model for how companies
should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on
a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the
position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as
the largest amount of tax benefit that has a greater than 50 % likelihood of being realized upon ultimate settlement with the tax authority
assuming full knowledge of the position and relevant facts.
The Company has subsidiaries in Singapore and PRC.
The Company is subject to tax in Singapore and PRC jurisdictions. As a result of its future business activities, the Company will be required
to file tax returns that are subject to examination by the Inland Revenue Authority of Singapore and Tax Department of PRC.
Loss Per Share
Basic net income per share of common stock attributable
to common stockholders is calculated by dividing net income attributable to common stockholders by the weighted-average shares of common
stock outstanding for the period. Potentially dilutive shares, which are based on the weighted-average shares of common stock underlying
outstanding stock-based awards, warrants, options, or convertible debt using the treasury stock method or the if-converted method, as
applicable, are included when calculating diluted net income (loss) per share of common stock attributable to common stockholders when
their effect is dilutive.
Potential dilutive securities are excluded from the
calculation of diluted EPS in profit periods as their effect would be anti-dilutive.
As of September 30, 2023, there were no potentially
dilutive shares.
Schedule of potentially diluted shares
For
the
period
September 30,
2023
For
the
period
September 30,
2022
Statement of Operations Summary Information:
Net Loss
$ ( 14,286,268 )
$ ( 6,800,305 )
Weighted-average common shares
outstanding - basic and diluted
114,844,076
233,072,453
Net loss per share, basic and diluted
$ ( 0.12 )
$ ( 0.03 )
12
Fair Value Measurements
The Company follows guidance for accounting for fair
value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized
or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value
measurement related to non-financial items that are recognized and disclosed at fair value in the financial statements on a non-recurring
basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.
The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving
significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:
Level 1 inputs are quoted prices (unadjusted) in active
markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
Level 2 inputs are inputs other than quoted prices
included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 inputs are unobservable inputs for the asset
or liability. The carrying amounts of financial assets such as cash approximate their fair values because of the short maturity of these
instruments.
NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS
Recent accounting pronouncements issued by the FASB
(including its Emerging Issues Task Force) and the United States Securities and Exchange Commission did not or are not believed by management
to have a material impact on the Company’s present or future financial statements.
NOTE 4 – REVENUE
We are in the business of providing AI-enabled software
development services for industrial and other customers.
As of and for the period ended September 30, 2023,
we generated revenues from customers amounting $ 1,633,836
as follow:
Schedule of revenue
September
30,
2023
September 30,
2022
AI Software development
and industrial SAAS business
$ 1,633,836
$ —
$ 1,633,836
$ —
13
NOTE 5 – CASH AND CASH EQUIVALENTS
As of September 30, 2023, the Company held cash in
bank in the amount of $ 1,416,885 , which consist of the following:
Schedule of held cash in bank in the amount
September
30,
2023
December 31,
2022
Bank Deposits-USA
$ —
$ 24,232
Bank Deposits- Outside USA
1,416,885
—
$ 1,416,885
$ 24,232
NOTE 6 – DIGITAL ASSETS
As of September 30, 2023, digital assets holdings
are as follow:
Schedule of digital assets holdings
September
30,
2023
December 31,
2022
Opening balance
$ —
$ —
Purchase of BTC
24,990,000
—
Impairment losses of digital assets
( 3,059,342 )
—
Ending balance
$ 21,930,658
$ —
As of September 30, 2023, the Company has
purchase approximately 833
BTC at the total cost of $24,990,000 21,930,658 . For the nine months ended September 30, 2023, the Company recognized impairment loss of $ 3,059,342
on digital assets.
Digital assets are
available for sales and there is no term of maturity, it will be held for less than one year and can be sold at any time.
NOTE 7 – ACCOUNT RECEIVABLES
As of September 30, 2023, accounts receivable are
related to the services fee receivables from customers as follow:
Schedule of account receivable
September
30,
2023
December 31,
2022
Accounts Receivables
$ 129,764
$ —
The Company does not require collateral for accounts
receivable. The Company maintains an allowance for its doubtful accounts receivable due to estimated credit losses. The Company records
the allowance against bad debt expense through the condensed consolidated statements of operations, included in general and administrative
expense, up to the amount of revenues recognized to date. Receivables are written off and charged against the recorded allowance when
the Company has exhausted collection efforts without success.
14
NOTE 8 – PREPAYMENTS
As of September 30, 2023, prepayments consist of the
following:
Schedule of prepayments
September 30,
2023
December 31,
2022
Digital assets
$ 12,125,500
$ —
Others
—
50,000
$ 12,125,500
$ 50,000
As of September 30, 2023, there are prepayment
of approximately $ 12,125,500
for the 40% prepayment of 1000 BTC, which is expected to be delivered by May 2024 with the lock up price of $30,000 per
BTC.
NOTE 9 – AMOUNT DUE TO RELATED PARTIES
Schedule of due to related parties
September 30,
2023
December 31,
2022
Related parties payable
$ 365,877
$ 377,464
Amount due to shareholders
411,806
155,832
Director fee payable
896,000
770,000
$ 1,673,683
$ 1,303,296
The related party balance of $ 365,877
represented advances from former shareholders for Company’s daily operation.
As of September 30, 2023, the amount due to shareholders
of $ 411,806 represented advances and
professional expenses paid on behalf by Shareholders, which consist of audit fees, lawyers’ fee and other professional expenses.
As of September 30, 2023, the director fee payable
of $ 896,000 represented the accrual
of director fees from the appointment date to September 30, 2023.
The amount due to related parties are interest free, no collateral and have no fixed of repayment period.
NOTE 10 – ACCRUED EXPENSES
As of September 30, 2023, accrued expenses consists
of outsourcing expenses of software developments as follow:
Schedule of accrued expenses
September 30,
2023
December 31,
2022
Software development fee for outsource staffs
$ 270,864
$ —
15
NOTE 11 – DISCONTINUED OPERATIONS
On September
29, 2023, the Company’s Board of Directors passed a resolution to dissolve the operation of WeTrade Information System Limited
and its wholly owned subsidiaries, resulting in a loss from discontinued operation of $ 1,124,675 .
The consideration of disposal of subsidiaries are based on its net asset value (“NAV”) and due to deteriorate of SAAS
business and high turnover rate of account receivables in PRC operation. Loss from discontinued operations for the period ended
September 30, 2023 and 2022 was as follows:
Schedule of discontinued operations
Nine
Months
ended
September 30
2023
Nine
Months
ended
September 30
2022
Revenue:
Service revenue
$ 596,162
$ 9,197,681
Cost of revenue
( 993,127 )
( 7,670,837 )
Gross (loss)/profit
( 396,965 )
1,526,844
Operating expenses:
General and Administrative
11,998,680
3,619,568
Operations Loss
( 12,395,645 )
( 2,092,724 )
Other revenue
11,302,830
308,360
Loss from discontinued operations before income
tax
( 1,092,815 )
( 1,784,364 )
Income tax (expense)/income
( 31,860 )
45,795
Loss from discontinued operation after tax
( 1,124,675 )
( 1,738,569 )
Loss from discontinued operation
$ ( 1,124,675 )
$ ( 1,738,569 )
The major components of assets and liabilities related
to discontinued operations are summarized below:
Schedule of assets and liabilities related to discontinued operations
September
30,
2023
December 31,
2022
ASSETS
Current assets:
Cash and cash equivalents
$ 938
$ 20,001,263
Accounts receivables
—
7,377,801
Loan receivables
7,246,164
1,614,840
Prepayments
3,394,583
9,219,947
Property and equipment, net
736,995
1,821,429
Intangible asset
18,365
23,188
Other receivables
708,702
291,040
Total assets related to discontinued
operations
12,105,747
40,349,508
Account payables
$ 212,173
$ 425,053
Other payables
7,460,121
2,743,382
Total liabilities
related to discontinued operations
$ 7,672,294
$ 3,168,435
16
NOTE 12 – SHAREHOLDERS’ EQUITY
The Company has an unlimited number of ordinary shares
authorized, and has issued 2,625,130 shares with no par value as of September 30, 2023.
On March 29, 2019, the Company has issued 100,000,000
shares with no par value to thirty-three founders. On September 3, 2019, the Company has issued a total 74,000 shares at $ 3 each to 5
non-US shareholders. The total outstanding shares has increased to 100,074,000 shares as of December 31, 2019.
In February 2020, there are 1,666,666 shares were
issued at $ 3 per share to 2 new shareholders. On July 10, 2020, the Company issued another 26,000 shares at $ 3 per share to 2 new shareholders
and the total outstanding shares has increased to 101,766,666 shares.
On September 15, 2020, the Wyoming Secretary of State
approved the Company’s certificate of amendment to amend its Articles of Incorporation to effect 3 for 1 forward stock split . The
total issued and outstanding shares of the Company’s common stock has been increased from 101,766,666 to 305,299,998 shares, with
the par value unchanged at zero.
On September 21, 2020, there are 151,500 shares issued
at $ 5 per share to 303 new shareholders, the Company’s common stock issued has been increased to 305,451,498 shares as of December
31, 2020.
On April 13, 2022, the Company and 15 shareholders
entered into that certain Share Exchange Agreement (the “Share Exchange Agreement”), pursuant to which Company and the 15
Shareholders have cancelled 120,418,995 shares of Common Stock (“Cancellation Shares”). Upon completion of the transaction,
the outstanding shares of the Company’s Common Stock has been decreased from 305,451,498 shares to 185,032,503 shares as of June
30, 2022.
On July 21, 2022, the Company completed uplisting
of its common stock to the Nasdaq Capital Market, and the closing of its public offering of 10,000,000 shares of common stock with the
gross proceeds of $ 40,000,000 and net proceeds of $ 37,057,176 after deducting the total offering cost of $ 2,942,824 . The shares were priced
at $ 4.00 per share, and the offering was conducted on a firm commitment basis. The shares continue to trade under the stock symbol “WETG.”
The Company’s total issued and outstanding common stock has been increased to 195,032,503 shares after the offering.
On July 22, 2022, the Company issued 25,000 shares
of common stock to certain service providers for services in connection with the public offering, the fair value of the share was $ 477,500 .
The Company’s total issued and outstanding common stock has been increased to 195,057,503 shares in 2022.
On June 9, 2023, the Wyoming Secretary of State approved
the Company’s certificate of amendment to amend its Articles of Incorporation to effect 1
for 185 reverse stock split (“Reverse Stock Split”). The total issued and outstanding shares of the Company’s
common stock decreased from 195,057,503
to 1,054,530
shares, with the par value unchanged at zero 0 .
In September, 2023, there are 1,570,600 shares issued
with the total amount of $ 12,616,454 , the Company’s common stock issued has been increased to 2,625,130 shares as of September 30,
2023.
NOTE 13 – INCOME TAXES
The Company is subject to U.S. Federal tax laws. The
Company has not recognized an income tax benefit for its operating losses in the United States because the Company does not expect to
commence active operations in the United States.
UTour Pte Ltd (“UTour”) was incorporated
in Singapore and is subject to Singapore profits tax at a tax rate of 17 % . Since UTour had no taxable income during the reporting period,
it has not paid Singapore profits taxes. UTour has not recognized an income tax benefit for its operating losses in Singapore because
it does not expect to commence active operations in Singapore.
17
There are several subsidiaries were incorporated
in Hong Kong and are subject to Hong Kong profits tax at a tax rate of 16.5%.
The Company is currently conducting its certain
operations in the PRC through its subsidiaries, which are subject to tax from 15 %
to 25 % .
NOTE 14- SUBSEQUENT EVENTS
Change of Company name
On January 31, 2024 The Company has been filled
with the Securities and Exchange Commission, pursuant to Section 14C of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), for the name change of the Company, from “WeTrade Group Inc.” to “Next Technology Holding Inc”;
and be it further, changes its Nasdaq Trading Symbol from “WETG” to “NXTT”; and be it further, authorized that
the first article of the Company’s Articles of Incorporation is revised to read as follows: “Next Technology Holding Inc.”,
which expect will be effective in end March 2024.
Other Events
On November 7, 2023, the Chancery Court issued
a temporary restraining order primarily restraining the plaintiff-shareholders and their affiliates (including former director-Zheng
Dai, Pijun Liu, and Lina Jiang) from claiming to act on behalf of the Company. On November 30, 2023, the Company responded to plaintiffs’
arguments that they controlled WeTrade, pointing out that plaintiffs’ case was largely built upon forged signatures and other fabricated
materials. In response, the plaintiffs withdrew their opposition to the Company’s request for an injunction. On January 5, 2024,
the Chancery Court entered a preliminary injunction order (attached hereto). Specifically, the order restrained plaintiff-shareholders
and their affiliates from the following conduct:
(i) acting as or holding themselves out as
majority shareholders, directors, executives, or employees of the Company and its affiliates;
(ii) making any attempts to contact the SEC,
Nasdaq, government authorities, or make any filing or press release on behalf of the Company;
(iii) making any attempts to change the board
composition and executive team;
(iv) disseminating false statements regarding
the Company and its leadership;
(v) making any attempts to contact the Company’s
service providers, including auditors, stock transfer agents, and filing agents;
(vi) making any attempts to issue the Company’s shares.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.