What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2023-07-14 compared with 2022-04-14 · 374 added, 339 removed, 455 unchanged (61% of the section changed)

31 unchanged sentences

OTHER INFORMATION

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERANCE.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

Directors and Executive Officers

1 unchanged sentence

Positions with the Company:

Director and Chairman of the Board

Chief Executive Officer and Director (Principal Executive Officer)

Chief Financial Officer, Secretary and Director (Principal Financial and Accounting Officer)

Chief Operation Officer and Director

Independent Director and Chair of Audit Committee Chair

Chief Executive Officer (Principal Executive Officer)

Chief Financial Officer and Secretary (Principal Financial and Accounting Officer)

Vice President

Independent Director

Independent Director, Chairman of the Board, and Chair of Audit Committee Chair

Independent Director and Chair of Compensation Committee Chair

Independent Director and Chair of Nominating Committee Chair

Hung Fai Choi

Independent Director

Background of Directors and Executive Officers

Zheng Dai, Director and Chairman of the Board

Dai is a graduate of Fuzhou Finance University in the PRC and majored in Finance and Economics.

Dai began his career in the internet and information technology industry in 1998.

Between 2000 and 2004, he served as the Chief Technology Officer for China Interaction Media Group.

Between 2006 and 2012, he was a co-founder and Vice President of Qunar Cayman Islands Limited (Nasdaq:

Since 2014, Mr.

Dai has served on several boards that represent timeshare owners and their interests.

Dai’s primary responsibility with the Company will be leveraging his existing industry connections to assist in the implementation of our business plan.

Dai holds a Bachelor degree in Investment management from China Fuzhou University.

Pijun Liu, Chief Executive Officer and Director

Mr Liu has more than 15 years of experience in tourism operations and team management.

From 2004 to 2006, he worked for eLong.com and International Hotel Group, during which he hosted the first Caofeidian Forum.

From 2009 to 2014 Mr.

Liu founded the high-star hotel alliance-Wandian Alliance and led the team to achieve significant results.

From 2014 to 2017, Mr.

Liu served as the founder and CEO of Zhiding.com.

He led the team to obtain 8 million RMB in Series A funding from 58.com and other institutions.

He received the “Gold Award” in the Global Travel Conference in 2017.

Since 2019, Mr.

Liu has served as the co-founder and CEO of Yueshang Group, he is responsible for investment operations and team management.

Liu graduated from Wuhan University of Technology in 2004 and did post graduate studies in the School of Finance at Renmin University of China from 2018 to 2019.

Kean Tat Che, Chief Financial Officer and Director

Che is a member of CPA Australia and has over 15 years of experience in accounting, auditing, corporate finance and IPO advisory.

In 2006, he started his career as auditor with Ernst & Young LLP and left the firm in 2009.

From 2009 to 2012, he worked as Corporate Finance Manager with ICH Group, which was involved in several IPOs in South East Asia region.

In 2013, he served as Vice President in Auscar Wealth Management Sdn Bhd, responsible for corporate finance, fund raising, merger and acquisition.

From 2013 to 2016, he worked as Chief Financial Officer at Heyu Capital Group.

From 2019 to 2020, he worked as Group CFO in Nova Group Holdings (Hong Kong Stock Exchange:

1360), responsible for the group financial affairs, corporate financial activities, merger & acquisition and corporate restructurings.

From 2020 to Present, Mr.

Che is working as Vice President and Chief Financial Officer of Central Holding Group Ltd (Hong Kong Stock Exchange:

1735), and CFO, Secretary & Executive Director at WeTrade Group, Inc.

In his current role, Mr.

Che is tasked with the corporate affairs and potential mergers and acquisition.

Che graduated from the University of Adelaide in Australia and majored in Accounting and Finance in 2005.

Zhuo, Li, Chief Operation Officer and Director

Zhuo, Li has over 10 years of experience in the investment and financing industries.

Since 2011, he is the founder and remains the Chairman of Lixingde Capital Group, an asset management company involved in corporate fundraising, financial advisory, and wealth management.

In his current role, Mr.

Li is tasked with seeking potential investors and funding for the company future’s acquisition and development.

Li graduated in 2011 from Beijing Commercial University in PRC with a degree in Economics.

Biming Guo, Independent Director, Chair of Audit Committee and member of Compensation Committee

Guo has over 25 years of experience as a CPA in M&A, investment and finance.

Hechun Wei, Chief Executive Officer

Hechun Wei served as executive director and general manager for Shanghai Dazhiruoyu Informational Technology Limited since June 2021 and for Dazhiruoyu Information Technology (Hainan) Limited since September 30, 2022, where he was responsible for business strategies and development of China commerce retail business, digital media and entertainment business.

He was also the chief operation officer of Nova Group Limited (HKEX 1360), a cultural entertainment and exhibition investment company, from January 2019 to September 2022, where he was responsible for daily business operations of the company and capital market matters.

From March 2018 to October 2018, he served as the general counsel to CNI Securities Group (China), where he was responsible for expanding the company business to inland China and providing legal services.

From April 2014 to March 2018, Mr.

Wei was the general manager of Shanghai Jinyi Cultural Communication Limited, in charge of the company’s daily operation.

Huang graduated with a bachelor’s degree in Law major at Anhui University.

Annie Huang, Chief Financial Officer

Annie Huang has two decades of experience serving as chief financial officers for companies in multiple industries, including convention and exhibition industry, fund management industry and real estate industry.

She has also held senior management positions in many companies.

She is the Chief Financial Officer of NOVA Group Holding Limited (Shanghai) since November 2018, where she oversees compliance work in public listing and auditing matters.

Huang was the Chief Financial Officer of Shanghai Kaiqi Real Estate Investment Consulting Co.

She also worked as the deputy chief financial officer of Shanghai Kuailu Investment Group Co.

from April 2015 to October 2016.

Her responsibilities as a chief financial officer included merge and acquisition activities, capital raising, maintaining effective control of internal financial management protocols, and designing cash flow plan for the companies.

She holds a CMA certificate and mutual fund practice certificate.

Huang graduated with a bachelor’s degree in Economy major at Fudan University in 1997.

Hanfeng Li, Vice President

Hanfeng Li has held senior management positions in many companies, such as Tencent, at which he has been working since 2012.

He served as the Senior Manager of Tenpay between 2013 and 2015, and Business Manager at WeChatPay Product Department from 2013 to 2016.

He had been engaged in the development of various payment products, including WeChat Pay, QQ Wallet and Tenpay.

His responsibilities at Tencent included designing industrial strategies, devising business expansion proposal, modeling financial service tools, and working with major banks in China to develop client relationships.

Prior to joining Tencent, Mr.

Li worked as a senior client manager at Ali Pay from 2010 to 2012.

Grace Li, Independent Director

Grace Li, age 43, has been engaged in the marketing and platform operating for technology companies for more than 20 years.

She has held senior management positions in many companies.

She is the Chief Executive Officer of Newbanla Technology Service Pty Ltd.

in Australia since July 2022.

Li was the Marketing Manager of Shanghai Boku Internet Technology Ltd.

between January 2016 and April 2021 and has served various positions with the company since 2007.

Her responsibilities at Shanghai Boku Internet Technology Ltd.

include the expansion of marketing channels, supplier development and managing marketing department budget and maintenance and product manufacturing.

She is also actively engaged in industrial events held by the associations in the industry.

Li graduated with a bachelor degree in Internal Economic and Trade major at Shanghai Jiaotong University in 2004.

Biming Guo, Independent Director, Chairman of the Board, Chair of Audit Committee and member of Compensation Committee

Biming Guo has served as a director for the company since April 2021, and has over 25 years of experience as a CPA in M&A, investment and finance.

Guo now serves as the Accountant-in-Chief and Legal Representative at Jinchengfeng (Xiamen) CPA, an accounting firm in China, where he manages a team of 20 people, focusing on various NEEQ and IPO projects, as well as internal control and tax management counseling.

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Cardozo School of Law, Yeshiva University in New York in 2007.

Hung Fai Choi, Independent Director and member of the Audit Committee and Nominating Committee

Choi has over 10 years of experience in securities trading, fundraising activities, corporate finance and project investments.

Choi possesses knowledge in financial analysis, corporate finance, corporate valuation and corporate governance.

Choi is currently the founder and managing director of Draco Capital Limited and a responsible officer for Type 6 (advising on corporate finance) regulated activity of Draco Capital Limited under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Choi is principally responsible for advising on corporate finance activities, pre-initial public offerings, merger & acquisitions, fundraising activities and corporate restructurings for private and public companies in the PRC, Malaysia and Hong Kong.

Choi graduated with a bachelor’s degree in business administration from the Chinese University of Hong Kong, and obtained a master of finance degree in corporate finance from the University of New South Wales in Australia.

Ning Qin, Independent Director and member of the Compensation Committee and Nominating Committee

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Board of Directors

We currently have a board of directors consisting of nine members, a majority of whom are “independent” as defined in Nasdaq Rule 5605.

We currently have a board of directors consisting of six members, a majority of whom are “independent” as defined in Nasdaq Rule 5605.

We expect that all current directors will continue to serve after this offering.

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Audit Committee

Our Audit Committee consists of Biming Guo (Chair), Daxue Li, Yuxing Ye, and Hung Fai Choi.

Our Audit Committee consists of Biming Guo (Chair), Daxue Li, and Yuxing Ye.

Each member of the Audit Committee will satisfy the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of the Nasdaq Stock Market and meet the independence standards under Rule 10A-3 under the Exchange Act.

23 unchanged sentences

Nominating Committee

Our Nominating Committee consists of Yuxing Ye (Chair), Daxue Li, Hung Fai Choi and Ning Qin.

Our Nominating Committee consists of Yuxing Ye (Chair), Daxue Li, and Ning Qin.

Each member of the Nominating Committee will satisfy the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of the Nasdaq Stock Market.

10 unchanged sentences

We have adopted a code of business conduct and ethics applicable to our directors, officers and employees.

Board Diversity

The Board of Directors does not have a formal policy with respect to Board nominee diversity.

In recommending proposed nominees to the Board of Directors, the Nominating Committee is charged with building and maintaining a board that has an ideal mix of talent and experience to achieve our business objectives in the current environment.

In particular, the Nominating Committee is focused on relevant subject matter expertise, depth of knowledge in key areas that are important to us, and diversity of thought, background, perspective and experience so as to facilitate robust debate and broad thinking on strategies and tactics pursued by us.

The following table provides certain information regarding the diversity of our Board of Directors as of the date of this annual report.

Board Diversity Matrix (As of the date of this annual report)

Country of Principal Executive Offices:

Foreign Private Issuer

Disclosure Prohibited Under Home Country Law

Total Number of Directors

Did Not Disclose Gender

Gender Identity

Demographic Background

Underrepresented Individual in Home Country Jurisdiction

EXECUTIVE COMPENSATION

3 unchanged sentences

All Other Compensation ($)

Chairman (as of December 21, 2022)

CEO (as of December 21,2022)

CFO (as of November 29, 2022)

CFO and Secretary

Such amounts were accrued and the parties agreed that the compensation payment to be deferred until the Company is listed on Nasdaq.

The Company plans to make the payment from its working capital upon its listing on Nasdaq.

COO (as of August 12, 2022)

Such amounts were accrued based on their appointment date in 2022.

Hechun Wei was appointed as the CEO of the Company on December 21, 2022 and Ms.

Annie Huang was appointed as the CFO of the Company on November 29, 2022.

Hanfeng Li was appointed as the Vice President of the Company on October 13, 2022.

Employment Agreements

1 unchanged sentence

The agreement may be terminated by either party as permitted by law.

We have entered into an employment agreement with each of Zheng Dai, our Chairman, and Pijun, Liu, our Chief Executive Officer, effective from September 1, 2020 through August 31, 2024.

Under the terms of the agreements, each of Messrs.

Dai and Liu are entitled to receive a monthly salary of $8,000, effective from March 1, 2021, plus one month’s additional salary by the end of each year.

We have entered into an employment agreement with each of Biming Guo, our Chairman, and Hechun Wei, our Chief Executive Officer, effective from December 21, 2022 through December 20, 2026.

Under the terms of the agreements, Messrs.

Guo and Wei are entitled to receive a monthly salary of $2,000 respectively, effective from December 21, 2022, plus one month’s additional salary by the end of each year.

All of these are payable in the equivalent amount of either in Hong Kong Dollars or Chinese Renminbi.

Any variances are mainly due to fluctuation of currency exchange.

We have also entered into an employment agreement with each of Kean Tat Che, our Chief Financial Officer, and Zhuo Li, our Chief Operating Officer, effective from March 28, 2019 through March 27, 2023.

We have also entered into an employment agreement with Annie Huang, our Chief Financial Officer, effective from November 29, 2022 through November 28, 2026.

Under the terms of the agreements, each of Messrs.

Che and Li are entitled to receive a monthly salary of $5,000, effective from March 1, 2021, and plus one month’s additional salary by the end of each year.

Huang is entitled to receive a monthly salary of $2,000, effective from November 29, 2022, and plus one month’s additional salary by the end of each year.

All of these are payable in the equivalent amount of either in Hong Kong Dollars or Chinese Renminbi.

1 unchanged sentence

Director Compensation

On September 1, 2020, we entered into a service contract with each of our independent directors Daxue Li, Yuxing Ye, Hung Fai Choi and Ning Qin.

On September 1, 2020, we entered into a service contract with each of our independent directors Daxue Li, Yuxing Ye and Ning Qin.

The contracts have a term of two years commencing September 1, 2020 and we agree to pay $2,000 per month commencing March 1, 2021 plus one month’s additional payment by the end of each year.

1 unchanged sentence

The contract has a term of two years commencing April 19, 2021 and we agree to pay $2,000 per month commencing April 19, 2021 plus one month’s additional payment by the end of each year.

On August 12, 2022, we entered into a service contract with our independent director Grace Li.

The contract has a term of two years commencing August 12, 2022 and we agree to pay $2,000 per month commencing August 12, 2022 plus one month’s additional payment by the end of each year.

For the years ended December 31, 2022 and 2021, we did not compensate our executive directors for their services other than to reimburse them for out-of-pocket expenses incurred in connection with their attendance at meetings of the Board of Directors.

For the year ended December 31, 2021, a total of $22,000 were accrued for each of our independent directors Daxue Li, Yuxing Ye, Hung Fai Choi and Ning Qin and a total of $20,000 were accrued for our independent director Biming Guo.

The parties agreed that the compensation payment to be deferred until the Company is listed on Nasdaq.

The Company plans to make the payment from its working capital upon its listing on Nasdaq.

For the year ended December 31, 2022, a total of $4,000 were accrued for each of our executive director Grace Li, and a total of $96,000 were accrued for our independent director Biming Guo, Daxue Li, Yuxing Ye and Ning Qin.

The parties agreed that the compensation payment to be deferred until the launching of WTpay project of the Company.

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

3 unchanged sentences

All directors and named executive officers as a group.

The number and percentage of common stock beneficially owned before the offering are based on 305,451,498 shares of common stock issued and outstanding as of the date of this prospectus.

Beneficial ownership is determined in accordance with the rules of the SEC and generally requires that such person have voting or investment power with respect to securities.

3 unchanged sentences

18, Kechuang 10th Street, Beijing Economic and Technological Development Zone, Beijing, People Republic of China.

As of the date hereof, we have 370 shareholders of record.

As of the date hereof, we have approximately 400 shareholders of record.

Executive Officers and Directors

2 unchanged sentences

Directors and Named Executive Officers :

Zheng Dai (4)

Hung Fai Choi

3 unchanged sentences

Aishangyou Limited (4)

LD Property Limited (6)

*Less than 1%.

1 unchanged sentence

All shares represent only common stock held by shareholders as no options are issued or outstanding.

Calculation based on 305,451,498 shares of common stock issued and outstanding as of the date of this prospectus.

Assuming 10,000,000 shares of common stock are issued in this offering, not including shares of common stock underlying the underwriter’s Over-Allotment Option.

Calculation based on 1,054,530 shares of common stock issued and outstanding as of the date of this report.

Zheng Dai has sole voting and dispositive power over the shares held by Future Science and Technology Co Ltd.

Shufeng Zang, a non-affiliate of the registrant, has sole voting and dispositive power over the shares held by AiShangYou Limited.

It is an equity incentive trust company, the shares of common stock under this company were held for the employees of the Company, and therefore are not free-trading shares.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

RELATED PARTY TRANSACTIONS

The following is the list of the related parties to which the Company has transactions with:

Beijing Zhidingwang Investment Management Limited Partnership (“BZIM”), the entity in which the Group’s CEO, Liu PiJun beneficially own 56% equity interest.

Zhiding Network Technology (Beijing) Co Limited (“ZNTB”), the entity in which the Group’s CEO, Liu Pijun beneficially own 77.98% equity interest and Group’s Director, Li Daxue beneficially own 3% equity interest.

Beijing Xingke Datong Technology Co Ltd (“BXDT”), the entity in which the supervisor of a subsidiary company, Deng Liangpeng beneficially own 80% equity interest.

Huoerguo Zhufeng Technology Co Ltd (“HZTC”), the entity in which the supervisor of a subsidiary company, Sun Tong beneficially own 46% equity interest.

Global Joy Trip (HK) Limited (“Global Joy HK”), the entity in which the Group’s Chairman, Daizheng and Group’s CEO, Liu Pijun are the director, the company has been dissolved in Jan 2021.

Related parties transactions consisted of the following as of the dates indicated.

Name of related party

Nature of transaction

No transaction during the year

Office rental paid on behalf of the WeTrade Group Inc

System service fee

ACCOUNT PAYABLES- RELATED PARTIES

Account payable- related party

Account payable- related party balance of $54,436 represented background system management service and basic application training fees payable to Beijing Xingke Datong Technology Co Ltd.

The service period is 16 months and which will end in June 2022.

AMOUNT DUE TO RELATED PARTIES

Related parties payable

Related party loan

Director fee payable

The related party balance of $745,532 represented advances and professional expenses paid on behalf by Director, which consists of $504,297 advance from Dai Zheng, $42,000 advance from Li Zhuo, $10,000 from Che Kean Tat and $189,235 office rental advance from Liu Pijun through Zhiding Network Technology (Beijing) Co Limited .

It is unsecured, interest-free with no fixed payment term and imputed interest is consider to be immaterial.

As of December 31, 2021, the director fee payable of $360,000 represented the accrued of director fees from the appointment date to December 31, 2021.

As of December 31, 2021, the related party loan is $nil (2020:

$140,000) due to the forgiveness of related party loan from Global Joy Trip Ltd as a result of the Company has been dissolved in January 2021 and the related company has agreed to forgive the loan.

Transactions with Related Persons

Except as described below, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction during the last two fiscal years in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years.

PRINCIPAL ACCOUNTING FEES AND SERVICES

As reported on our Form 8-K filed May 15, 2023, we had a change of auditor from TAAD LLP to Grant Assentsure PAC for the fiscal year ended December 31, 2022.

The Audit Committee has ratified Assentsure PAC, Independent Registered Public Accounting Firm, to audit our books, records and accounting for the year ended December 31, 2022.

The Audit Committee in its discretion may select a different registered public accounting firm at any time during the year if it determines that such a change will be in the best interests of us and our shareholders.

The aggregate fees billed for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

16 unchanged sentences

All schedules are omitted because they are not applicable, or not required, or because the required information is included in the financial statements or notes thereto.

Articles of Incorporation *

Articles of Amendment of Articles of Incorporation **

Code of Business Conduct and Ethics ***

Certification of Principal Executive Officer filed pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith

Certification of Principal Financial Officer filed pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith

Certification of Chief Executive Officer furnished pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Filed herewith

Certification of Chief Financial Officer furnished pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Filed herewith

Amended and Restated Articles of Incorporation (Incorporated herein by reference to WeTrade Group Inc’s Current Report on Form 8-K filed with the SEC on April 3, 2023)

Second Amended By-Laws (Incorporated herein by reference to WeTrade Group Inc’s Current Report on Form 8- K filed with the SEC on April 3, 2023)

Employment Agreement between Wetrade Group Inc.

and Hechun Wei, dated December 21, 2022 (Incorporated herein by reference to WeTrade Group Inc’s Current Report on Form 8- K filed with the SEC on December 21, 2022)

Employment Agreement between Wetrade Group Inc.

and Annie Huang, dated November 29, 2022 (Incorporated herein by reference to WeTrade Group Inc’s Current Report on Form 8- K filed with the SEC on December 2, 2022)

Employment Agreement with Hanfeng Li dated October 10, 2022 (Incorporated herein by reference to WeTrade Group Inc’s Current Report on Form 8- K filed with the SEC on October 18, 2022)

Service Contract by and between the Registrant and Daxue Li (Incorporated herein by reference to WeTrade Group Inc’s Registration Statement on Form S-1/A filed with the SEC on June 9, 2021)

Service Contract by and between the Registrant and Yuxing Ye (Incorporated herein by reference to WeTrade Group Inc’s Registration Statement on Form S-1/A filed with the SEC on June 9, 2021)

Service Contract by and between the Registrant and Ning Qin (Incorporated herein by reference to WeTrade Group Inc’s Registration Statement on Form S-1/A filed with the SEC on June 9, 2021)

Technical Principal Agreement between Zhuozhou Weijiafu Information Technology Limited and the Company (Incorporated herein by reference to WeTrade Group Inc’s Registration Statement on Form S-1 filed with the SEC on April 6, 2021)

Technical Principal Agreement between Changtongfu Technology (Hainan) Co Limited and the Company (Incorporated herein by reference to WeTrade Group Inc’s Registration Statement on Form S-1/A filed on June 9, 2021)

List of Subsidiaries

Certification of Principal Executive Officer filed pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer filed pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Executive Officer furnished pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer furnished pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Financial statements of WeTrade Group Inc for the year ended December 31, 2022 and 2021 formatted in XBRL:

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_______________

Incorporated herein by reference to WeTrade Group Inc Registration Statement on Form S-1/A filed with the SEC on September 20, 2019.

Incorporated herein by reference to WeTrade Group Inc’s Current Report on Form 8- K filed with the SEC on December 31, 2012.

Incorporated herein by reference to WeTrade Group Inc’s Current Report on Form 8- K filed with the SEC on September 1, 2020.

* Filed herein.

Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

WETRADE GROUP INC

April 14, 2022

/s/ Pijun Liu

July 14, 2023

/s/ Hechun Wei

Chief Executive Officer

1 unchanged sentence

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.

April 14, 2022

/s/ Kean Tat, Che

Kean Tat, Che

July 14, 2023

/s/ Annie Huang

Chief Financial Officer,

1 unchanged sentence

FINANCIAL STATEMENTS

Reports of Independent Registered Public Accounting Firm (PCAOB ID:

Reports of Independent Registered Public Accounting Firm

Consolidated Balance Sheets at December 31, 2022 and 2021

8 unchanged sentences

We have audited the accompanying consolidated balance sheets of WeTrade Group, Inc.

and subsidiaries (the “Company”) as of December 31, 2021 and 2020, and the related statements of operations, of comprehensive income, stockholders’ equity, and cash flows for the years ended December 31, 2021 and 2020.

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of their operations and their cash flows for the period then ended, in conformity with U.S.

and subsidiaries (the “Company”) as of December 31, 2022, the related statements of operations and comprehensive income, stockholders’ equity, and cash flows for the year ended December 31, 2022 and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and the results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

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 audit 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 consolidated 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 audit, 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 entity’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated 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 consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/S/ Assenture PAC

We have served as the Company’s auditor since 2023.

Assentsure PAC

July 14, 2023

PCAOB ID Number 6783

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors

WeTrade Group, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of WeTrade Group, Inc.

and subsidiaries (the “Company”) as of December 31, 2021 and the related statements of operations, of comprehensive income, stockholders’ equity, and cash flows for the year ended December 31, 2021.

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of their operations and their cash flows for the period then ended, in conformity with U.S.

generally accepted accounting principles.

13 unchanged sentences

We believe that our audit provides a reasonable basis for our opinion.

We have served as the Company’s auditor since 2019

We have served as the Company’s auditor from 2019 to 2023.

Diamond Bar, California

April 14, 2022

PCAOB ID Number 05854

WETRADE GROUP INC

CONSOLIDATED BALANCE SHEETS

As of December 31

(All amounts shown in U.S.

As of December 31,

As of December

Current Assets:

Cash and cash equivalents

Accounts receivable

Account receivable- related party

Note receivable

Accounts receivable- non related parties, net

Account receivable- related parties, net

Loan receivable

Other receivables

Prepayments- related parties

Total Current Assets

Non-Current Assets:

Amortised expenses, net

Property and equipment, net

1 unchanged sentence

Intangible asset, net

Rental deposit

Other receivable

Rental deposit- related party

Total Non-Current Assets

Total Assets:

8 unchanged sentences

Total Current Liabilities

Non-current liabilities:

Lease liabilities, non-current

2 unchanged sentences

Common Stock;

$ 0.00 per share par value;

no par value;

195,057,503 issued and outstanding at December 31, 2022 and 305,451,498 issued and outstanding at December 31, 2021*

1 unchanged sentence

Accumulated other comprehensive income

Retained Earnings

(Accumulated Deficits)/ Retained Earnings

( 1,714,110 )

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

*Share and per share amounts have been retroactively adjusted to reflect the increased number of shares resulting from a 1:3 stock split.

*Share and per share amounts have been adjusted to reflect the decreased number of shares resulting from a cancellation of shares.

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

1 unchanged sentence

Consolidated Statements of Operations and Comprehensive Income

From the year

Service revenue, non-related party

Service revenue, related party

Total service revenue

Cost of Revenue

( 9,695,290 )

( 2,681,939 )

Operating Expenses:

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( 11,843,048 )

Operations Profit

Income before income tax

Income tax expense

( 5,705,063 )

Operations (Loss)/ profit

( 9,867,003 )

(Loss)/ Income before income tax

( 9,230,069 )

Income tax income/ (expense)

( 1,122,283 )

Net (Loss)/Income

$ ( 9,147,415 )

Other Comprehensive Income

Foreign currency translation adjustment

Comprehensive Income

Net income per share - basic and diluted

( 1,197,073 )

Comprehensive (Loss)/ Income

( 10,344,488 )

Net (loss)/ income per share - basic and diluted

Weighted average number of shares outstanding*;

Basic and Diluted

*Share and per share amounts have been retroactively adjusted to reflect the increased number of shares resulting from a 1:3 stock split.

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

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

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Consolidated Statements of Changes in Stockholders’ Equity

Years Ended December 31, 2021 and 2020

Paid in Capital

Other comprehensive

/(Accumulated Deficits)

Balance as of December 31, 2020

Stock issued during the year

( 5,000,000 )

Related party payable forgiveness

Foreign currency translation adjustment

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Balance as of December 31, 2021

Related party payable forgiveness

Share cancellation

( 120,418,995 )

Sale of common shares, net of fees

Stock compensation

Foreign currency translation adjustment

Net income for the year

( 1,197,073 )

Net loss for the year

( 9,147,415 )

Balance as of December 31, 2022

*Share and per share amounts have been retroactively adjusted to reflect the increased number of shares resulting from a 1:3 stock split.

$ ( 1,714,110 )

*Share and per share amounts have been adjusted to reflect the decreased number of shares resulting from a share cancellation and new share issuances.

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

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CONSOLIDATED STATEMENTS OF CASH FLOWS

Year Ended December 31, 2021 and 2020

For the year ended December

Reclassification

Cash Flows from Operating Activities:

Net (Loss)/ Income

$ ( 9,147,415 )

Adjustment to reconcile net income to cash flows from operating activities:

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Changes in Operating Assets and Liabilities:

Accounts receivables

Account receivables

( 1,200,732 )

( 2,910,665 )

Accounts receivables- related parties

Account receivables- related parties

( 3,558,398 )

Intangible asset

Other receivables

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( 10,400,274 )

Accounts payable

Account payables-related parties

( 2,926,541 )

Prepaid expenses- related parties

( 1,914,515 )

Account payable

Account payable- related parties

Accrued expenses

Other payables

Lease liabilities

( 2,538,340 )

Right of use assets

Net cash flows used in operating activities:

( 17,608,419 )

Lease liabilities

Net Cash Flows (used in) /provided by Operating Activities:

( 3,753,384 )

Cash flow from Investing activities:

Loan receivable

Amortised expenses

Office equipment

Net Cash Flows used in Investing Activities:

Net cash flows provided by/(used in) investing activities:

( 1,028,322 )

Cash flow from financing activities:

Proceeds from issuance of common stock

Note receivable

( 2,957,622 )

Related party loan

( 1,560,020 )

Net cash provided by (used in) financing activities:

( 3,682,142 )

Net cash provided by financing activities:

Effect of exchange rate changes on cash

Change in Cash and Cash Equivalents:

( 1,197,073 )

Change in Cash and Cash Equivalents:

( 4,024,010 )

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Cash and Cash Equivalents, End of Period

NON-CASH INVESTING AND FINANCING TRANSACTION

NON-CASH FINANCING TRANSACTION

Forgiveness of related party payable

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NATURE OF BUSINESS

WeTrade Group, Inc.

was incorporated in the State of Wyoming on March 28, 2019 and is in the business of 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.

http://xueqiu.com/8455183447/172404679?sharetime=2,2/22/2021).

YCloud serves corporate users in multiple industries, including e-commerce business, medical beauty, healthcare products, food and beverage, tourism and etc.

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

WeTrade Group, Inc was incorporated in the State of Wyoming on March 28, 2019.

As of December 31, 2022, the company is in the business of providing technical services and solutions via its social e-commerce platform and chatGPT technical services.

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 Information Technology (Beijing) Limited, or Yueshang Beijing, we provide access to “YCloud” to our two customers, which are Zhuozhou Weijiafu Information Technology Limited (“Weijiafu”), a PRC technology company, which then provide “YCloud” services to individual and corporate micro-business owners and Changtongfu Technology (Hainan) Co Limited (“Changtongfu”), a PRC technology company, which then provide “YCloud” services to individual and corporate business owners in the hotel and travel industries.

The market of 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 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 and Changtongfu.

In January 2020, we appointed 3rd party software company to develop an auto-billing management system (“YCloud System”), to provide online payment services for our customers in PRC.

The main functions of YCloud System are users’ marketing relationship, CPS commission profit management, multi-channel data statistics, AI fission and management, improved supply chain system.

YCloud applications cover the micro business industry, tourism industry, hospitality industry, livestreaming and short video industry, medical beauty industry and traditional retail industry.

Currently, YCloud serves the micro business industry and we have expanded the application of YCloud to tourism, hospitality, livestreaming and short video, medical beauty and traditional retail industries.

The main functions of the YCloud system are assisting users to manage its 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 which include tourism, hospitality, medical beauty and traditional retail industries.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Recently Issued and Adopted Financial Accounting Standards

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) (“ASU 2016-02”), which requires lessees to recognize lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under current U.S.

ASU 2016-02 requires a lessee to recognize a lease liability and a right-of-use asset for each lease with a term longer than twelve months.

The new guidance also requires additional qualitative and quantitative disclosures related to the nature, timing and uncertainty of cash flows arising from leases.

The Company adopted the new standard effective January 1, 2022, using a modified retrospective approach and electing to use the package of practical expedients permitted under the transition guidance, which allows for the carry forward of historical lease classification for existing leases on the adoption date and does not require the assessment of existing lease contracts to determine whether the contracts contain a lease or initial direct costs.

Prior periods were not retrospectively adjusted.

The Company did not have any finance lease liabilities as of the adoption date.

There was no cumulative effect adjustment to the opening balance of accumulated deficit as of January 1, 2022.

Adoption of this new guidance did not have a material impact on the consolidated statements of operations or cash flows.

Accounting Standards Effective in Future Periods

Financial Instruments—Credit Losses

In June 2016, the FASB issued ASU No.

2016-13, “Financial Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments (“ASU 2016-03”).” The amendments in this update introduce a new standard to replace the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.

Subsequent to the initial standards, the FASB has also issued several ASUs to clarify specific topics.

ASU 2016-13 is effective for the Company’s fiscal year beginning January 1, 2023.

The Company does not expect the implementation of ASU 2016-13 to have a material impact on consolidated financial statements.

Basis of Presentation

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The 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.

All significant inter-company transactions and balances have been eliminated on consolidation.

As of December 31, 2022, the details of the consolidating subsidiaries are as follows:

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incorporation

equity interest %

Utour Pte Ltd

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Yueshang Group Network (Hunan) Co., Limited (“Yueshang Hunan”)

Yueshang Technology Group (Hainan Special Economic Zone) Co.

Limited (“Yueshang Hainan”)

WeTrade Digital Technology (Beijing) Limited

Yueshang Technology Group (Zhuhai Hengqin) Limited

Tibet XiaoShang Technology Co Limited (“Tibet Xiaoshang”)

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.

Shanghai Yueshang Information Technology Limited

Consolidation

The Company’s 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 and Assumptions

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 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 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.

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.

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.

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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 consolidated statements of operations, included in general and administrative expense, up to the amount of revenues recognized to date.

The Company does not record the allowance against bad debt expense through the 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.

As of December 31, 2021 and 2020, account receivables from third parties are amounted to $ 5,627,463 (2020:

$2,609,520) and account receivables from related parties are amounted to $ 3,603,402 (2020:

As of December 31, 2021, the total account receivables from two main customers are amounted to $ 9,230,865 , which consists of amount due from third party customer of $ 5,627,463 and amount due from related party customer of $ 3,603,402 .

As of December 31, 2022 and 2021, accounts receivable from two main customers amounted to $ 7,377,801 and $ 9,230,865 respectively.

Revenue Recognition

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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.

Cash Equivalents

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 and PRC is not protected by Federal Deposit Insurance Corporation (“FDIC”) insurance or any other similar insurance in the PRC, or Singapore.

The carrying amounts reported in the accompanying 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

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The equity accounts were stated at their historical rates.

The average translation rates applied to statements of operations and comprehensive income accounts for the year ended December 31, 2021 and year ended December 31, 2020 were 6.44 RMB and 6.84 RMB to $1.00, respectively.

The average translation rates applied to statements of operations and comprehensive income (loss) accounts for the year ended December 31, 2022 and year ended December 31, 2021 were 6.75 RMB and 6.44 RMB to $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 consolidated balance sheet.

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Intangible asset is software development cost of YCloud system incurred by the Company, it will be amortized on a straight line basis over the estimated useful life of 5 years.

Commitments and contingencies

On September 16, 2020 the Company entered into lease agreement for a new office space in Beijing.

The term of the lease is for a (5) Five Years with first 4 months free on the 1st year of the term and 1st month free of each following years of the term.

The monthly rent on the 1st year will be approximately of $ 63,000 with a 6% increase for each subsequent year.

Total commitment for the full term of the lease will be $ 3,516,627 .

Internal Use Software Development

We account for costs incurred to develop or purchase computer software for internal use in accordance with Accounting Standards Codification (“ASC”) 350-40 "Internal-Use Software" or ASC 350-50 "Website Costs".

As required by ASC 350-40, we capitalize the costs incurred during the application development stage, which include costs to design the software configuration and interfaces, coding, installation, and testing.

Costs incurred during the preliminary project stage along with post-implementation stages of internal use computer software are expensed as incurred.

Capitalized development costs are amortized on a straight-line basis over a period of five years.

Costs incurred to maintain existing product offerings are expensed as incurred.

The capitalization and ongoing assessment of recoverability of development costs requires considerable judgment by management with respect to certain external factors, including, but not limited to, technological and economic feasibility, and estimated economic life.

The Company has operating leases for corporate offices under a non-cancellable operating lease with expiration date.

The leases have non-cancellable remaining terms of 3 years.

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.

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 consolidated balance sheets.

Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our 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.

Lease terms and discount rate follow:

Operating lease cost (included in general and admin in company’s statement of operations)

Other information

Cash paid for amounts included in the measurement of lease liabilities for the quarter ended 12/31/2021

Weighted average remaining lease term-operating leases (in years)

Average discount rate - operating leases

The supplemental balance sheet information related to leases for the period is as follows:

Operating leases

Long -term right-of-use assets

Total right-of-use assets

Short-term operating lease liabilities

Long-term operating lease liabilities

Total operating lease liabilities

Maturities of the Company’s lease liabilities are as follows:

Year ending December 31,

Total lease payments

Imputed interest/present value discount

Present value of lease liabilities

Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC Topic 740”).

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Capital Structure

The Company currently has unlimited authorized shares of $ 0.00 par value common stock, with 305,451,498 shares issued and outstanding as of December 31, 2021 and 2020.

Earnings per share

The Company currently has unlimited authorized shares of $ 0.00 par value common stock, with 195,057,503 shares issued and outstanding as of December 31, 2022.

Earnings (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.

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Statement of Operations Summary Information:

Net (loss)/ profit

$ ( 9,147,415 )

Weighted-average common shares outstanding - basic and diluted

Net profit per share, basic and diluted

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.

In the business of providing an international cloud-based intelligence system, namely “YCloud” system.

Net (loss) / profit per share, basic and diluted

The Company is in the business of providing an international cloud-based intelligence system, namely “YCloud” system.

We aim to provide technical and auto-billing management system services to micro-business online stores in China through big data analytics, machine learning mechanisms, social network recommendations, and multi-channel data analysis.

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We generally receive the system service fee from Weijiafu and Changtongfu within the first ten days of each calendar month.

With effect from October 2021, YCloud system service fee will be settled within the first ten days of each quarter due to high volume of transaction amounts conducted through YCloud from end users.

As of reporting date, all the service fee receivable has been fully settled and received.

As of year ended December 31, 2021 and 2020, the Gross Merchandise Volume, or GMV in YCloud systems are as follow:

As of December 31, 2022 and 2021, the Gross Merchandise Volume, or GMV in YCloud systems are as follow:

Gross Merchandise Volume (“GMV”)

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Related party

As of year ended December 31, 2021 and 2020, we generated revenues from YCloud service fees amounting to $ 14,381,295 and $ 6,271,564 .

For the year end December 31, 2022 and 2021, we generated revenues from YCloud service fees amounting to $ 11,671,335 and $ 14,381,295 .

Service revenue from third party were $ 10,803,232 (2021:

1 unchanged sentence

$ 4,646,329 ) for the year ended December 31, 2022.

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

As of year ended December 31, 2021, we provide “YCloud” services system through our two main customers:

third party customer- Weijiafu and related party-Changtongfu to provide YCloud payment channels and users’ date storage services to individual and corporate micro-business owners.

NOTE 5 – CASH

As of December 31, 2021, the Company held cash in bank in the amount of $ 616,593 which consists of the following:

Bank Deposits-China

Bank Deposits-Singapore

NOTE 6 – INTANGIBLE ASSET

Intangible asset is software development cost incurred by company, it will be amortized on a straight line basis over the estimated useful life of 5 years as follow:

NOTE 4 – CASH AND CASH EQUIVALENTS

As of December 31, 2022 and 2021, the Company held cash in bank amounting to $ 20,025,495 which consists of the following:

Bank Deposits-USA

Bank Deposits- Outside USA

NOTE 5 – INTANGIBLE ASSET, NET

Intangible asset is software development cost incurred by the Company which is amortized on a straight line basis over the useful life of 5 years as follow:

December 31, 2022

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Accumulated Amortization

Weighted Average Useful Life (Years)

Useful Life (Years)

Intangible assets:

2 unchanged sentences

Intangible assets, net

Amortization expense for intangible assets was $ 12,519 for the year ended December 31, 2021.

December 31, 2021

Gross Carrying Amount

Accumulated Amortization

Useful Life (Years)

Intangible assets:

Software development

Foreign currency translation adjustment

Intangible assets, net

Amortization expense for intangible assets was $ 14,577 and $ 12,519 for the year ended December 31, 2022 and 2021.

Expected future intangible asset amortization as of December 31, 2022 was as follows:

1 unchanged sentence

Remaining 2023

NOTE 7 – PROPERTY AND EQUIPMENT

As of December 31, 2021, property and equipment consists of the following:

December 31, 2021

Gross Carrying Amount

Accumulated Depreciation

Net Carrying Amount

Weighted Average Useful Life (Years)

NOTE 6 – PROPERTY AND EQUIPMENT, NET

As of December 31, 2022 and 2021, property and equipment consists of the following:

Property and equipment:

1 unchanged sentence

Leasehold improvement

Accumulated depreciation

Property and equipment, net

Depreciation expenses of office equipment were $ 23,353 and nil for the year ended December 31, 2021 and year ended December 31, 2020 respectively as the computer and office equipment were acquired on June 29, 2021.

Amortization expenses of leasehold improvement is $nil for the year ended December 31, 2021 as the new office renovation will be completed in April 2022.

NOTE 8 – ACCOUNT RECEIVABLES

As of December 31, 2021, account receivables is related to the services fee receivables from customers as follow:

Account receivables

Account receivables- Related parties

We generally receive the system service fee from YCloud users through Weijiafu and Changtongfu within the first ten days of each calendar month.

With effect from October 2021, YCloud system service fee will be settled within the first ten days of each quarter due to high volume of transaction amounts conducted through YCloud from end users.

There is addition of $ 693,560 in office equipment and leasehold improvement in 2022.

Depreciation expenses of office equipment and leasehold improvement were $ 96,468 and $ 23,353 for the year ended December 31, 2022 and 2021.

Amortised expenses

Accumulated depreciation

Amortised expenses, net

Amortised expenses are related to the office renovation.

There is addition of $ 995,775 in office renovation in 2022.

Depreciation expense were $ 166,792 and $nil for the year ended December 31, 2022 and 2021.

NOTE 7 – ACCOUNT RECEIVABLES, NET

As of December 31, 2022 and 2021, account receivables consists of the following:

Account Receivables- Non related party

Account Receivables- Related party

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of accounts receivable.

The Company does not require collateral for accounts receivables.

The Company does not require collateral for accounts receivable.

The Company maintains an allowance for its doubtful accounts receivable due to estimated credit losses.

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Receivables are written off and charged against the recorded allowance when the Company has exhausted collection efforts without success.

As of December 31, 2021, account receivable from two main customers are amounted to $ 9,230,865 (2020:

$ 2,609,520 ) and which is 100 % (2020:

100 %) of total account receivables.

As of reporting date, all the services fee receivables has been fully settled from two main customers.

NOTE 9 – NOTE RECEIVABLES

As of December 31, 2021 and 2020, Note receivables consists of the following:

Note receivables

Note receivable is related to the short-term loan of $ 3,798,130 (approximately of RMB 24 million) to a third party with annual interest of 5 %, which will be matured on November 4, 2022 .

As at December 31, 2021 the accrued interest for the loan is $ 167,626 .

The accrued interest and principal amount of the loan for the year ended December 31, 2021 and December 31, 2020 are as follow:

As of December 31, 2022, account receivable from non-related customers amounted to $ 6,828,195 (2021:

$ 5,627,463 ) and related parties- Changtongfu are amounted to $ 549,606 (2021:

$ 3,603,402 ).

As of the reporting date, all the account receivables have been fully settled from 4 main non-related customers and 1 related party customer- Changtongfu.

NOTE 8 –LOAN RECEIVABLE

Loan receivables

Loan receivable relates to the short-term loan of RMB 23 million (approximately of US$3.33 million) to a third party, which will mature on August 31, 2023 .

The accrued interest and principal amount of the loan for the year ended December 31, 2022 and 2021 are as follow:

Accrued interest

In 2022, the Company has waived the interest to the borrower and therefore there is no accrued interest during the year.

NOTE 9 – OTHER RECEIVABLES

As of December 31, 2021, other receivables consists of staff advances, prepaid trademark and system set up fees as follow:

Prepaid trademark and system set up fee

As of December 31, 2022 and 2021, other receivables-current consists of staff advances and system set up fees as follow:

Advances to staff

As of December 31, 2022 and 2021, other receivable non-current consist of office rental deposit as follow:

Rental deposit

NOTE 10 – PREPAYMENTS

As of December 31, 2021, prepayments consist of the following:

Office furniture and renovation

Office Rental

As of December 31, 2022 and 2021, prepayments consist of the following:

Software development fee- Current

Software development fee- Non current

Block chain software and annual fee

Software licenses fee

As of 31 December 2021, there is a prepayment of approximate $ 1.9 million in relation of purchasing new office furniture as a result of new office renovation during the year, the renovation is expected to complete in April 2022.

As of 31 December 2021, there is a prepayment of $ 630,291 in relation of block chain software development under YCloud system, which is expect to complete in June 2022.

NOTE 12 – RENTAL DEPOSIT

As of December 31, 2021, rental deposit of $ 272,063 (2020:

$ 264,910 ) is office lease deposit with the tenancy period of 5 years , which consist of rental deposit and property management fee deposit.

NOTE 13 – ACCOUNT PAYABLES- RELATED PARTIES

Account payable- related party

Account payable- related party balance of $ 54,436 represented background system management service and basic application training fees payable to Beijing Xinke Datong Technology Co Ltd.

The service period is 16 months and which will end in June 2022.

Office furniture

Office rental

As of December 31, 2022, software development fee and others is mainly related to the WT Pay system development prepayment of $ 10 million, which is expected to be completed by September 2023.

As of December 31, 2022 and 2021, prepayments- related parties consist of the following:

Y-cloud system upgrade

As of December 31, 2022, the prepayment-related parties of $ 1.9 million are mainly related to the Y-cloud system upgrade, which is expected to be completed by September 2023.

NOTE 11 – RENTAL DEPOSIT-RELATED PARTIES

As of December 31, 2022 and December 31, 2021, rental deposit of $nil and $ 272,063 relates to office lease deposit.

The office tenancy period is 5 years and it will be refundable after the end of tenancy.

With effect from July 1, 2022, the office tenancy has been transferred to a related company- Zhiding Network Technology (Beijing) Co Limited (“ZNTB”), in which the remaining office rental will be paid by ZNTB under the remaining tenancy period.

On July 1, 2022, the difference between the carrying amounts of the right-of-use asset and the lease liability amounting to $ 209,402 was recognized as other income.

NOTE 12 – AMOUNT DUE TO RELATED PARTIES

Related parties payable

Related party loan

Director fee payable

The related party balance of $ 745,532 represented advances and professional expenses paid on behalf by Director, which consists of $ 504,297 advance from Dai Zheng, $ 42,000 advance from Li Zhuo, $ 10,000 from Che Kean Tat and $ 189,235 office rental advance from Liu Pijun through Zhiding Network Technology (Beijing) Co Limited (“ZNTB”).

It is unsecured, interest-free with no fixed payment term and imputed interest is consider to be immaterial.

As of December 31, 2021, the director fee payable of $ 360,000 represented the accrued of director fees from the appointment date to December 31, 2021.

As of December 31, 2021, the related party loan is $nil (2020:

$ 140,000 ) due to the forgiveness of related party loan from Global Joy Trip Ltd as a result of the Company has been dissolved in January 2021 and the related company has agreed to forgive the loan.

NOTE 15 – RELATED PARTY TRANSACTIONS

The following is the list of the related parties to which the Company has transactions with:

Beijing Zhidingwang Investment Management Limited Partnership (“BZIM”), the entity in which the Group’s CEO, Liu PiJun beneficially own 56 % equity interest.

Zhiding Network Technology (Beijing) Co Limited (“ZNTB”), the entity in which the Group’s CEO, Liu Pijun beneficially own 77.98 % equity interest and Group’s Director, Li Daxue beneficially own 3% equity interest.

Beijing Xingke Datong Technology Co Ltd (“BXDT”), the entity in which the supervisor of a subsidiary company, Deng Liangpeng beneficially own 80 % equity interest.

Huoerguo Zhufeng Technology Co Ltd (“HZTC”), the entity in which the supervisor of a subsidiary company, Sun Tong beneficially own 46 % equity interest.

Global Joy Trip (HK) Limited (“Global Joy HK”), the entity in which the Group’s Chairman, Daizheng and Group’s CEO, Liu Pijun are the director, the company has been dissolved in Jan 2021.

Related parties transactions consisted of the following as of the dates indicated.

Name of related party

Nature of transaction

No transaction during the year

Office rental paid on behalf of the Group

System service fee

As of December 31, 2022, the related party balance of $ 521,296 represented advances and professional expenses paid on behalf by Director, which consists of $ 260,198 advance from Dai Zheng, $ 42,000 advance from Li Zhuo, $ 10,000 from Che Kean Tat and $ 209,098 office rental advance from Liu Pijun through Zhiding Network Technology (Beijing) Co Limited (“ZNTB”).

It is unsecured, interest-free with no fixed payment term and imputed interest is considered to be immaterial.

As of December 31, 2022, the director fee payable of $ 770,000 represented the accrual of director fees from the appointment date to December 31, 2022.

NOTE 13 – TAX PAYABLES

As of December 31, 2022, tax payable of $ 128,979 (2021:

$ 711,841 ) consisted of PRC corporate income tax at the rate from 15 % to 25 %, Value-added Tax at the rate from 6 % to 13 % and PRC Urban construction tax and levies as follow:

Corporate income tax

VAT, Urban construction tax and levies

NOTE 14 – ACCRUED EXPENSES

2 unchanged sentences

NOTE 15 – OTHER PAYABLES

Other payables of $ 306,270 consists of the payables of securities account set up fee and related documentation expenses as follow:

Other payables of $ 2,365,808 consists of the payables for system set up fee and related documentation expenses as follows:

Y-Cloud System upgrade and iteration payables

Security account set up fee-Staff

NOTE 16 – EQUITY

The company has an unlimited number of ordinary shares authorized, and has issued 305,451,498 shares with par value as of December 31, 2021 and 2020.

On March 29, 2019, the company has issued 100,000,000 shares with par value to thirty-three founders.

The Company has an unlimited number of ordinary shares authorized, and has issued 195,057,503 shares with no par value as of December 31, 2022.

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 at December 31, 2019.

In February, 2020, there are 1,666,666 shares issued at $ 3 per share to 2 new shareholders.

On July 10, 2020, the company has 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 effectuate a 3 for 1 forward stock split .

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 since December 31, 2020.

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 has uplisted 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 as of December 31, 2022.

NOTE 17 – INCOME TAXES

2 unchanged sentences

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 was incorporated in Singapore and is subject to Singapore profits tax at a tax rate of 17%.

Since UTour Pte Ltd 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 the Company does not expect to commence active operations in Singapore.

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.

WeTrade Information Technology Limited (“WITL”) was incorporated in Hong Kong and is subject to Hong Kong profits tax at a tax rate of 16.5 %.

1 unchanged sentence

WITL has not recognized an income tax benefit for its operating losses in Hong Kong because the Company does not expect to commence active operations in Hong Kong.

The Company is currently conducting its major operations in the PRC through Yueshang Information Technology (Beijing) Co., Ltd., Wetrade Digital (Beijing ) Technology Co Limited, Yushang Group (Hunan) Network Technology Limited, Yueshang Technology Group( Hainan) Limited and Tibet Xiaoshang Technology Group Limited, which are in accordance with the relevant tax laws and regulations and the corporate income tax rate in China is ranged from 9% to 25%.

As of December 31, 2021 and 2020, tax expenses was $ 1,122,283 and 1,162,556 respectively.

Tax payables was $ 711,841 (2020:

$ 828,695 ), which are consists of PRC corporate income tax at the rate ranged from 9% to 25%, Value-added Tax of 6 % and PRC Urban construction tax and levies as follow:

Corporate income tax

VAT, Urban construction tax and levies

For the years ended December 31, 2021 and 2020, the local (United States) and foreign components of income before income taxes were comprised of the following:

Tax jurisdictions from :

$ ( 537,024 )

$ ( 162,293 )

Foreign, representing

The provision for income taxes consisted of the following:

-Foreign (China)

$ ( 1,122,283 )

$ ( 1,162,556 )

The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates.

The Company has subsidiaries that operate in various countries:

United States, Singapore, Hong Kong and China that are subject to taxes in the jurisdictions in which they operate, as follows:

United States of America

The Company is registered in the State of Wyoming and is subject to the tax laws of the United States of America and the tax rate is 21 %.

As of December 2021, the operations in the United States of America incurred $ 985,317 of cumulative net operating losses which can be carried forward to offset future taxable income.

The net operating loss carryforwards begin to expire in 2041 , if unutilized.

UTour Pte Limited is subject to Singapore Profits Tax, which is charged at the statutory income rate of 17 % on its assessable income.

WeTrade Information Technology Limited is subject to Hong Kong Profits Tax, which is charged at the statutory income rate of 16.5 % on its assessable income.

People’s Republic of China

Yueshang Group (Hunan) Network Technology Limited, Yueshang Technology Group (Hainan Special Zone) Limited, WeTrade Digital (Beijing) Technology Co Limited and Tibet Xiaoshang Technology Group Limited are operating in the People’s Republic of China (“PRC”) subject to the Corporate Income Tax governed by the Income Tax Law of the People’s Republic of China at the rate ranged from 9 % to 25 %.

The Company is currently conducting its major operations in the PRC through Yueshang Information Technology (Beijing) Co., Ltd., Yushang Group (Hunan) Network Technology Limited, Yueshang Technology Group ( Hainan) Limited and Tibet Xiaoshang Technology Group Limited, which are subject to tax from 15 % to 25 %.

NOTE 18 – SUBSEQUENT EVENT

On June 9, 2023, the Wyoming Secretary of State approved the Company’s certificate of amendment to amend its Articles of Incorporation to effect 1 for 185 reverse stock split.

The total issued and outstanding shares of the Company’s common stock decreased from 195,057,503 to 1,054,364 shares, with the par value unchanged at zero .

The Reverse Stock Split is intended to more expediently enable to Company to regain compliance to achieve a minimum bid price of $1.00 per share for continued listing on Nasdaq, as set forth in Nasdaq Listing Rule 5550(a)(2) (the "Minimum Bid Requirement").

As a result of the Reverse Stock Split, every one-for-one hundred and eighty-five (185) shares of the Company's Common Stock then issued and outstanding will automatically, and without any action of the Company or any holder thereof, be combined, converted, and changed into one (1) validly issued and non-assessable share of Common Stock.

No fractional shares will be issued to any shareholder, and in lieu of issuing any such fractional shares, the fractional shares resulting from the Reverse Stock Split will be rounded up to the nearest whole share of Common Stock.

NOTE 19 – RECLASSIFICATION

A prior year amount have been reclassified for consistency with the current year presentation.

This reclassification had no effect on the reported results of operations and performance position.

A reclassification has been made to the Consolidated Statements of Cash Flows for the year ended December 31, 2021, to reclassify the loan receivable from cash flow financing activities to cash flow investing activities.

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-K

Item 8. Financial Statements and Supplementary Data