WEWA 10-K & 10-Q changes, risk factors and insider trading

Megopoly is playable at any time time through a web browser on a PC, tablet or smart phone, in both Chinese and English. The game has been designed for players of all skill skill levels. We did not generate any revenue during the nine monthsyears ended FebruaryMay 28,31, 20252026 and February 29, 2024.2025.

The Company maintains our cash cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Deposit Insurance Corporation (FDIC) up to $250,000 under current regulations. The Company had approximately $443,290$-0- and $514,205$443,290 in excess of of FDIC insured limits at May 31, 20252026 and 2024,2025, respectively. The Company has not experienced any losses in such accounts.

General and administrative expenses expenses for the year ended May 31, 20252026 were $21,945,$2,733, compared to $8,218$21,945 during the year ended May 31, 2024,2025, ana increasedecrease of $13,727, $19,212, or 167%. 88%. The expenses consisted primarily of office, travel, compliance and business development expenses. General and administrative expense increaseddecreased during the current period primarily due to a civil tax penalty of $15,742.$15,742 that was recognized in the prior period.

Rent expense was $300$187 during the the year ended May 31, 2025,2026, compared to the $75,113$300 of expenses incurred during the year ended May 31, 2024,2025, a decrease of $74,813,$113, or 100%.38%. Rent expense decreased due to the termination of our lease on OctoberJanuary 31,15, 2023.2026.

Our operating loss for the year year ended May 31, 20252026 was $90,670,$76,655, compared to $145,846$90,670 during the year ended May 31, 2024,2025, a decrease of $55,176,$14,015, or 38%.15%. Our operating loss decreased primarily due to decreaseda rentscivil incurredtax penalty of $15,742 that was recognized in the current period, compared to the prior period duethat towas not recognized in the current termination of our lease on October 31, 2023.period.

Other expense, on a net basis, for the year ended May 31, 20252026 was $505,470,$420,857, compared to other expense, on a net basis, of $505,893$505,470 during the year ended May 31, 2024,2025, a decrease of $423.$84,613. Other expense consisted of $437,260 of interest expense on related party loans, as offset by $16,403 of interest income for the year ended May 31, 2026. Other expense consisted of $525,000 of interest expense on related party loans, as offset by $19,530 of interest income for the year ended May 31, 2025. Other expense consisted of $526,439 of interest expense on related party loans, as offset by $20,546 of interest income for the year ended May 31, 2024.2025. Other expense, on a net basis, decreased primarily due to $1,439$87,740 of decreased interest interest expenseexpense, andas $1,016partially offset by $3,127 of decreased interest income on cash balances in the current period that reduced our total other expense, on a net basis. basis, as the outstanding debts were rapaid and cancelled on March 31, 2026.

Net loss for the year ended May May 31, 20252026 was $596,140,$497,512, compared to $651,739$596,140 during the year ended May 31, 2024,2025, a decrease of $55,599,$98,628, or 9%.17%. The decreased net loss was due primarily due to $74,813$87,740 of decreased rentinterest expense related to the termination of our lease on October 31, 2023, as partially offset byand a civil tax penalty of $15,742.$15,742 that was recognized in the prior period, as partially offset by $3,127 of decreased interest income on cash balances in the current period that reduced our total other expense, on a net basis, as the outstanding debts were rapaid and cancelled on March 31, 2026.

As of May 31, 2025,2026, the Company had current assets of $693,777,$300, comprised almost entirely of cash.prepaid expenses. The Company's current liabilities as of May 31, 20252026 were $4,046,231,$400, consisting consisting of $325entirely of accounts payable and $4,045,906 of accrued interest.payable.

As of May 31, 2025,2026, ourwe balancedid ofnot have cash on hand was $693,290,hand, and we had negative working capital of $3,352,454.$100. We do not currently have sufficient funds to fund our operations at their current levels for the next twelve months. As we continue to develop our business and attempt to expand operational activities, activities, we expect to continue to experience net negative cash flows from operations in amounts not now determinable, and will be required to obtain additional financing to fund operations. Our ability to continue as a going concern is dependent upon our ability to raise additional capital and to achieve sustainable revenues and profitable operations. Since our CEO and majority shareholder, Mr. Pei, acquired control over the Company in May 2015, we have been wholly dependent upon him and his affiliated companies, to provide financing to us when needed, generally in the form of convertible loans. There can be no assurance that Mr. Pei will continue to make additional financing available to us when needed.

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

Megopoly is playable at any time through a web browser on a PC, tablet or smart phone, in both Chinese and English. The game has been designed for players of all skill levels. We did not generate any revenue during the sixnine months ended NovemberFebruary 30,28, 20252026 and NovemberFebruary 30,28, 2024.2025.

Results of Operations for the Three Months Ended NovemberFebruary 30,28, 20252026 and 20242025:

The following table summarizes selected items from the statement of operations for the three months ended NovemberFebruary 30,28, 20252026 and 2024.2025.

We did not generate any revenues during the three months ended NovemberFebruary 30,28, 20252026 and 2024.2025.

General and administrative expenses for the three months ended NovemberFebruary 30,28, 20252026 were $777,$718, compared to $1,677$1,616 during the three months ended NovemberFebruary 30,28, 2024,2025, a decrease of $900,$898, or 54%.56%. The expenses consisted primarily of office, travel, compliance and business development expenses. General and administrative expense decreased slightly during the current period.

Professional fees for the three months ended NovemberFebruary 30,28, 20252026 were $14,475,$13,675, compared to $11,750$12,050 during the three months ended NovemberFebruary 30,28, 2024,2025, an increase of $2,725,$1,625, or 23%.13%. Professional fees increased primarily due to increased consulting fees during the current period.

Our operating loss for the three months ended NovemberFebruary 30,28, 20252026 was $15,252,$14,393, compared to $13,427$13,666 during the three months ended NovemberFebruary 30,28, 2024,2025, an increase of $1,825,$727, or 14%.5%. Our operating loss increased primarily due to increased consulting fees during the current period.

Other expense, on a net basis, for the three months ended NovemberFebruary 30,28, 20252026 was $124,371,$124,721, compared to other expense, on a net basis, of $126,031$124,625 during the three months ended NovemberFebruary 30,28, 2024,2025, aan decreaseincrease of $1,660,$96, or less than 1%. Other expense consisted of $130,890$129,452 of interest expense on related party party loans, as offset by $6,519$4,731 of interest income for the three months ended NovemberFebruary 30,28, 2025.2026. Other expense consisted of $130,890$129,452 of of interest expense on related party loans, as offset by $4,859$4,827 of interest income for the three months ended NovemberFebruary 30,28, 2024.2025. Other Other expense, on a net basis, decreasedincreased primarily due to increaseddecreased interest income on cash balances.

Net loss for the three months ended NovemberFebruary 30,28, 20252026 was $139,623,$139,114, compared to $139,458$138,291 during the three months ended NovemberFebruary 30,28, 2024,2025, an increase of $165,$823, or less than 1%. The increased net loss was due primarily to $1,660$1,625 of increased interestprofessional income on cash balances.fees.

Results of Operations for the SixNine Months Ended NovemberFebruary 30,28, 20252026 and 20242025:

The following table summarizes selected items from the statement of operations for the sixnine months ended NovemberFebruary 30,28, 20252026 and 2024.2025.

We did not generate any revenues during the sixnine months ended NovemberFebruary 30,28, 20252026 and 2024.2025.

General and administrative expenses for the sixnine months ended NovemberFebruary 30,28, 20252026 were $1,537,$2,255, compared to $3,292$4,908 during the sixnine months ended NovemberFebruary 30,28, 2024,2025, a decrease of $1,755,$2,653, or 53%.54%. The expenses consisted primarily of office and compliance expenses. General and administrative expense decreased during the current period due to decreased compliance fees.

Professional fees for the sixnine months ended NovemberFebruary 30,28, 20252026 were $43,695,$57,370, compared to $42,825$54,875 during the sixnine months ended NovemberFebruary 30,28, 2024,2025, an increase of $870,$2,495, or 2%.5%. Professional fees increased primarily due to increased consulting fees during the current period.

Our operating loss for the sixnine months ended NovemberFebruary 30,28, 20252026 was $45,232,$59,625, compared to $46,117$59,783 during the sixnine months ended NovemberFebruary 30,28, 2024,2025, a decrease of $885,$158, or 2%.less than 1%.

Other expense, on a net basis, for the sixnine months ended NovemberFebruary 30,28, 20252026 was $253,400,$378,121, compared to other expense, on a net basis, of $253,440$378,065 during the sixnine months months ended NovemberFebruary 30,28, 2024,2025, aan decreaseincrease of $40.$56. Other expense consisted of $263,219$392,671 of interest expense on related party loans, as offset by $9,819$14,550 of interest income for the sixnine months ended NovemberFebruary 30,28, 2025.2026. Other expense consisted of $263,219$392,671 of interest expense expense on related party loans, as offset by $9,779$14,606 of interest income for the sixnine months ended NovemberFebruary 30,28, 2024.2025. Other expense, on a net basis, decreasedincreased primarily due to $40$56 of increaseddecreased interest income on cash balances.

Net loss for the sixnine months ended NovemberFebruary 30,28, 20252026 was $298,632,$437,746, compared to $299,557$437,848 during the sixnine months ended NovemberFebruary 30,28, 2024,2025, a decrease of $925,$102, or less than 1%.

The following is a summary of the Company’s cash flows used in operating, investing, and financing activities for the six-monthnine-month periods ended NovemberFebruary 30,28, 20252026 and NovemberFebruary 30,28, 20242025:

We have not generated positive cash flows from operating activities. During the sixnine months ended NovemberFebruary 30,28, 2025,2026, net cash flows used in operating activities was $32,188.$45,238. For the same period ended NovemberFebruary 30,28, 2024,2025, net cash flows used in operating activities was $38,388.$46,352. The decrease in cash used in operating activities is primarily attributable to our increaseddecreased accountsnet payable.loss.

We did not engage in any investing activities during the sixnine months ended NovemberFebruary 30,28, 20252026 and NovemberFebruary 30,28, 2024.2025.

We did not engage in any financing activities during the sixnine months ended NovemberFebruary 30,28, 20252026 and NovemberFebruary 30,28, 2024.2025.

As of NovemberFebruary 30,28, 2025,2026, our balance of cash on hand was $661,102,$648,052, and we had negative working capital of $3,651,086.$3,790,200. We do not currently have sufficient funds to fund our operations at their current levels for the next twelve months. As we continue to develop our business and attempt to expand operational activities, we expect to continue to experience net negative cash flows from operations in amounts not now determinable, and will be required to obtain additional financing to fund operations. Our ability to continue as a going concern is dependent upon our ability to raise additional capital and to achieve sustainable revenues and profitable operations. Since our CEO and majority shareholder, Mr. Pei, acquired control over the Company in May 2015, we have been wholly dependent upon him and his affiliated companies, to provide financing to us when needed, generally in the form of convertible loans. There can be no assurance that Mr. Pei will continue to make additional financing available to us when needed.

The Company maintains our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to $250,000 under current regulations. The Company had approximately $411,102$398,052 and $443,290 in excess of FDIC insured limits at NovemberFebruary 30,28, 20252026 and May 31, 2025, respectively. The Company has not experienced any losses in such accounts.