Wewards, Inc 10-K for FY2026

Wewards, Inc. (WEWA)

10-K 2026-09-14 For: 2026-05-31

Added on September 14, 2026

About this 10-K

Wewards, Inc filed this 10-K on September 14, 2026, covering the fiscal year ended May 31, 2026 (FY2026).

Headline figures

Fiscal year ended May 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $0; compared with $0 a year earlier
Net loss: $497.51K; compared with a net loss of $596.14K a year earlier
Diluted EPS: $0.00; compared with -$0.01 a year earlier

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nevada		33-1230099
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	o

		Page
PART I
Item 1. Business		1
Item 1A. Risk Factors		2
Item 1B. Unresolved Staff Comments		2
Item 1C. Cybersecurity		2
Item 2. Properties		3
Item 3. Legal Proceedings		3
Item 4. Mine Safety Disclosures		3
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		4
Item 6. Selected Financial Data		4
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations		5
Item 7A. Quantitative and Qualitative Disclosures About Market Risk		10
Item 8. Financial Statements and Supplementary Data		11
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		12
Item 9A. Controls and Procedures		12
Item 9B. Other Information		13
PART III
Item 10. Directors, Executive Officers and Corporate Governance		14
Item 11. Executive Compensation		14
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		15
Item 13. Certain Relationships and Related Transactions, and Director Independence		15
Item 14. Principal Accounting Fees and Services		16
PART IV
Item 15. Exhibits and Financial Statement Schedules		17
SIGNATURES		18

	High		Low
Fiscal Year Ended May 31, 2026
First Quarter	$	2.11	$	2.11
Second Quarter	$	2.11	$	2.11
Third Quarter	$	2.11	$	2.11
Fourth Quarter	$	2.11	$	2.00

Fiscal Year Ended May 31, 2025
First Quarter	$	2.11	$	2.02
Second Quarter	$	2.02	$	2.02
Third Quarter	$	2.02	$	2.02
Fourth Quarter	$	2.02	$	2.02

	Years Ended
	May 31,			May 31,			Increase /
	2026			2025			(Decrease)
Revenues	$	—		$	—		$	—

Operating expenses:
General and administrative		2,733			21,945			(19,212	)
Rent expense		187			300			(113	)
Professional fees		73,735			68,425			5,310
Total operating expenses:		76,655			90,670			(14,015	)

Operating loss		(76,655	)		(90,670	)		(14,015	)

Total other income (expense)		(420,857	)		(505,470	)		(84,613	)

Net loss		(497,512	)		(596,140	)		(98,628	)

		Page
Report of Independent Registered Public Accounting Firm, M&K CPAS, PLLC (PCAOB ID: 2738)		F-1

Balance Sheets as of May 31, 2026 and 2025		F-2

Statements of Operations for the years ended May 31, 2026 and 2025		F-3

Statements of Stockholders' Equity (Deficit) for the years ended May 31, 2026 and 2025		F-4

Statements of Cash Flows for the years ended May 31, 2026 and 2025		F-5

Notes to Financial Statements		F-6


	For the Years Ended
	May 31,
	2026			2025

Revenues	$	—		$	—

Operating expenses:
General and administrative		2,733			21,945
Rent expense		187			300
Professional fees		73,735			68,425
Total operating expenses		76,655			90,670

Operating loss		(76,655	)		(90,670	)

Other income (expense):
Interest expense, related party		(437,260	)		(525,000	)
Interest income		16,403			19,530
Total other income (expense)		(420,857	)		(505,470	)

Net loss	$	(497,512	)	$	(596,140	)


Weighted average number of common shares outstanding - basic and fully diluted		107,483,450			107,483,450

Net loss per share - basic and fully diluted	$	(0.00	)	$	(0.01	)


									Additional					Total
	Preferred Stock				Common Stock				Paid-in		Accumulated			Equity
	Shares		Amount		Shares		Amount		Capital		Deficit			(Deficit)

Balance, May 31, 2024		—	$	—		107,483,450	$	107,483	$	5,161,532	$	(18,525,329	)	$	(13,256,314	)

Net loss for the year ended May 31, 2025		—		—		—		—		—		(596,140	)		(596,140	)

Balance, May 31, 2025		—	$	—		107,483,450	$	107,483	$	5,161,532	$	(19,121,469	)	$	(13,852,454	)

Contributed capital, debt forgiveness		—		—		—		—		14,349,866		—			14,349,866
Net loss for the year ended May 31, 2026		—		—		—		—		—		(497,512	)		(497,512	)

Balance, May 31, 2026		—	$	—		107,483,450	$	107,483	$	19,511,398	$	(19,618,981	)	$	(100	)


	For the Years Ended
	May 31,
	2026			2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(497,512	)	$	(596,140	)
Adjustments to reconcile net loss to net cash used in operating activities:
Decrease (increase) in assets:
Prepaid expenses		187			—
Increase (decrease) in liabilities:
Accounts payable		75			225
Accrued interest, related party		437,260			525,000
Net cash used in operating activities		(59,990	)		(70,915	)

CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of convertible notes payable, related party		(633,300	)		—
Net cash used in financing activities		(633,300	)		—

NET CHANGE IN CASH		(693,290	)		(70,915	)
CASH AT BEGINNING OF PERIOD		693,290			764,205

CASH AT END OF PERIOD	$	—		$	693,290

SUPPLEMENTAL INFORMATION:
Interest paid	$	—		$	—
Income taxes paid	$	—		$	—

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Forgiveness of debt, related party contributed to capital	$	14,349,866		$	—

-	Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
-	Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
-	Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.

Schedule of fair value on a recurring basis in the balance sheets
	Fair Value Measurements at May 31, 2025
	Level 1		Level 2		Level 3
Assets
Cash	$	693,290	$	—	$	—
Total assets		693,290		—		—
Liabilities
Convertible notes payable, related party		—		—		10,500,000
Total liabilities		—		—		10,500,000
Total	$	693,290	$	—	$	(10,500,000	)

Schedule of convertible notes payable, related party
	May 31,		May 31,
	2026		2025

On February 26, 2017, Sky Rover, which is owned and controlled by Mr. Pei, agreed to loan up to $20,000,000 to the Company, of which $8,000,000 was loaned on February 28, 2017. Sky Rover was issued an unsecured, 5%, convertible promissory note which was due on May 31, 2027 (as extended), and was, in whole or in part, at the option of the holder, convertible into common shares at any time before the due date, at a conversion price of $0.08 per share (subject to adjustment in the event of stock splits, forward splits, recapitalizations, a merger, etc.). At the option of the Company, the interest could also have been paid by issuing restricted shares of common stock, at the same conversion price per share. On March 31, 2026 and June 26, 2018, the Company repaid $633,300 and $4,000,000, respectively, of principal on this loan. In addition, Sky Rover converted $1,500,000 of principal of this loan into common shares at the conversion price of $0.08 per share into a total of 18,750,000 shares. Sky Rover forgave $1,866,700 of principal on March 31, 2026, and accrued interest of $1,137,412 and $363,904 on March 31, 2026 and June 26, 2018, respectively, which was credited to additional paid in capital.	$	—	$	2,500,000

On November 20, 2017, Sky Rover loaned an additional $8,000,000 to the Company. Sky Rover was issued an unsecured, 5%, convertible promissory note which was due on May 31, 2027 (as extended), and was, in whole or in part, at the option of the holder, convertible into common shares at any time before the due date, at a conversion price of $0.08 per share (subject to adjustment in the event of stock splits, forward splits, recapitalizations, a merger, etc.). At the option of the Company, the interest could also have been paid by issuing restricted shares of common stock, at the same conversion price per share. Sky Rover forgave $11,345,754, consisting of $8,000,000 of principal and $3,345,754 of accrued interest, on March 31, 2026, which was credited to additional paid in capital.		—		8,000,000

Total convertible notes payable, related party		—		10,500,000
Less: current portion		—		—
Convertible notes payable, related party, less current portion	$	—	$	10,500,000

Schedule of effective income tax rate
	May 31,
	2026			2025
Federal statutory income tax rate		21%			21%
State income taxes		-%			-%
Change in valuation allowance		(21%	)		(21%	)
Net effective income tax rate		—			—

Schedule of deferred tax asset
	May 31,
	2026			2025
Deferred tax assets:
Net operating loss carry forwards	$	1,918,770		$	1,906,128

Net deferred tax assets before valuation allowance	$	1,918,770		$	1,906,128
Less: Valuation allowance		(1,918,770	)		(1,906,128	)
Net deferred tax assets	$	—		$	—

Name		Age		Position
Lei Pei		48		President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and sole Director

	Common Stock					Preferred Stock
Name of Beneficial Owner⁽¹⁾	Number of Shares		% of Class⁽²⁾			Number of Shares		% of Class
Officers and Directors:
Lei Pei, CEO⁽³⁾		101,353,450		94.3	%		—		—
Directors and Officers as a Group (1 person)		101,353,450		94.3	%		—		—

	Years Ended May 31,
	2026		2025
Audit fees⁽¹⁾	$	35,250	$	33,750
Audit related fees		—		—
Tax fees		—		—
All other fees		—		—
Total	$	35,250	$	33,750

Exhibit		Description
3.1		Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the Form 8-K-1 filed with the Securities and Exchange Commission by Wewards, Inc. on March 1, 2017)
3.2		Certificate of Amendment to Articles of Incorporation dated January 18, 2018 (incorporated by reference to Exhibit 3.4 of the Form 8-A filed with the Securities and Exchange Commission by Wewards, Inc. on July 2, 2018)
3.3		Bylaws of Wewards, Inc., f/k/a Betafox Corp. (incorporated by reference to Exhibit 3.2 of the Form 8-A filed with the Securities and Exchange Commission by Wewards, Inc. on July 2, 2018)
4.1		Description of Registrant’s Securities (incorporated by reference to Exhibit 4.1 of the Form 10-K filed with the Securities and exchange Commission by Wewards, Inc. on August 31, 2022)
10.1		Intellectual Property Rights Purchase and Transfer Agreement between Wewards, Inc. and United Power, Inc., dated as of April 2, 2020 (incorporated by reference to Exhibit 10.1 of the Form 10-K filed with the Securities and Exchange Commission by Wewards, Inc. on August 31, 2020)
31.1*		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)
32.1*		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101)

	WEWARDS, INC.
	(Registrant)

	By:	/s/ Lei Pei
		Lei Pei
		Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)

	Dated:	September 14, 2026

Signature	Title	Date

/s/ Lei Pei	Chief Executive Officer and Chief Financial Officer
Lei Pei	(Principal Executive Officer and Principal Financial Officer)	September 14, 2026