NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). These forward-looking statements are generally located in the material set forth under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and “Properties” but may be found in other locations as well. These forward-looking statements are subject to risks and uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from the results, performance or achievements expressed or implied by the forward-looking statements. You should not unduly rely on these statements.
We identify forward-looking statements by use of terms such as “may,” “will,” “expect,” “anticipate,” “estimate,” “hope,” “plan,” “believe,” “predict,” “envision,” “intend,” “will,” “continue,” “potential,” “should,” “confident,” “could” and similar words and expressions, although some forward-looking statements may be expressed differently. You should be aware that our actual results could differ materially from those contained in the forward-looking statements.
Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this report. These factors include, among others:
Where we express an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis.
Forward-looking statements speak only as of the date of this report or the date of any document incorporated by reference in this report. Except to the extent required by applicable law or regulation, we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.
BUSINESS
Organization
WeTrade Group Inc. was incorporated in the State of Wyoming on March 28, 2019.
WeTrade Group Inc. is in the business of providing an online membership-based e-commerce platform services in China that will provide a unique and aggregate information on hotels, flights, travelling packages and other travelling products that enable customers to make informed and cost-effective hotel, flight and other travelling packages bookings. In addition, the company intends to incorporate into its business plan advanced technologies including big data and artificial intelligence to optimize user experience and incentivize members to promote platform as well as share products with their social contacts.
Currently, the Company owns 100% of UTour Pte. Ltd, a Singapore business company incorporated on March 23, 2018. On December 12 2019, the Company acquired 100% of WeTrade Information Technology Limited, a Hong Kong holding company incorporate on September 4, 2019 from our CFO, Mr. Che Kean Tat at nominal consideration. WeTrade Information Technology Limited owns 100% of Yueshang Information Technology (Beijing) Limited, a China WOFE company incorporated on September 4, 2019. The purpose of the acquisition was to enable the company to conduct future operations in China.
The following diagram sets forth the structure of the Company as of the date of this Current Report:
Our business and corporate address in the United States is 1621 Central Ave, Cheyenne, WY 82001 Our telephone number is +852-67966335 and our registered agent for service of process is Wyoming Registered Agent, 1621 Central Ave, Cheyenne, WY 82001. Our fiscal year end is December 31. Our Chinese business and corporate address is No 1 Gaobei South Coast, Yi An Men 111 Block 37, Chao Yang District, Beijing City, People Republic of China, Tel. +8610-85788631. The Chinese address is where our management is located.
Our Business
The Company’s overall mission is to become a sizeable social e-commerce social networking or micro-business platform in China. The company's philosophy and purpose is to provide a competitive online booking services and travelling package to customers and cost advantages to the users and members. Depending on the rapid expansion of the number of users and the integration of quality products and services in the supply chain with a large number of orders, the retail industry can achieve very high cost-effective products, which can form spontaneous word-of-mouth publicity among people. Only high-quality companies and products can be presented in the eyes of users. Let the user's identity is no longer just the purchaser, members are also merchants, disseminators, but also partners. Customers can gain profits by sharing products, inviting registration and other methods. In addition, the platform also provides members with high cost-effective products in terms of housing, travel and purchasing, so that customers can not only benefit, but also save money for their own use.
We are a social e-commerce platform, which is different from traditional e-commerce. We pay attention to the communication and connection between people. By binding the relationship between people, based on trust foundation, incentive mechanism and technology management, we enhance the integration of strong relationships between people. We stimulate the desire of consumption and create through social behavior such as recommendation and sharing. Desire for Consumption.
The consumer in China is facing higher cost of travelling products with limited channels and choices in the market. We are aiming to provide an intensive e-commerce platform with more choices and price advantages to the customers. The People’s Republic of China (PRC) is gradually catching up with rich economies and moving towards becoming a high-income economy. According to McKinsey & Co, by 2020 more than three-quarters of China’s urban consumers will earn RMB60,000 to RMB229,000 per year. That translate into nearly 400 million people who will be considered to fall into the middle-class category. Accordingly, the demand of travelling products and package is increasing over the years. Increasingly, China consumers are relying on online social media for getting information about new products and services. There are more than 300 million online users in PRC and still increasing over the years. Based on the above, our e-commerce platform services is “online booking platform” + “competitive travelling packages” will meet the needs of customers, especially to the middle-class income group and internet generation.
Competitive Business Conditions
Management believes that there are literally thousands of shell companies engaged in endeavors similar to those engaged in by the Company; many of these companies have substantial current assets and cash reserves. Competitors also include thousands of other publicly-held companies whose business operations have proven unsuccessful, and whose only viable business opportunity is that of providing a publicly-held vehicle through which a private entity may have access to the public capital markets via a reverse reorganization or merger. There is no reasonable way to predict our competitive position or that of any other entity in these endeavors; however, we, having limited assets and no cash reserves, will no doubt be at a competitive disadvantage in competing with entities that have significant cash resources and have recent operating histories when compared with the lack of any substantive operations by the Company.
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts
We have not registered the “WeTrade” mark used by our business as a trade name in Wyoming or any state or the United States Patent and Trademark Office.
Effect of Existing or Probable Governmental Regulations on the Business
Exchange Act Reporting Requirements
We are subject to the reporting requirements of Section 13 of the Exchange Act, and the disclosure requirements of Regulation S-K. However, as a “smaller reporting company,” we are permitted to omit certain disclosures or provide less disclosure regarding certain information required to be disclosed under Regulation S-K as compared to companies that are not a “smaller reporting company.”
We are required to file Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q with the SEC on a regular basis, and are required to timely disclose certain material events (e.g., changes in corporate control; acquisitions or dispositions of a significant amount of assets other than in the ordinary course of business; and bankruptcy) in a Current Report on Form 8-K.
Section 14(a) of the Exchange Act requires all companies with securities registered pursuant to Section 12(g) of the Exchange Act to comply with the rules and regulations of the SEC regarding proxy solicitations, as outlined in Regulation 14A. Matters submitted to shareholders of the Company at a special or annual meeting thereof or pursuant to a written consent will require the Company to provide the Company’s shareholders with the information outlined in Schedules 14A or 14C of Regulation 14; preliminary copies of this information must be submitted to the SEC at least ten days prior to the date that definitive copies of this information are forwarded to the Company’s shareholders.
The costs of preparing and filing annual and quarterly reports, proxy statements and other information with the SEC and furnishing audited reports to shareholders will cause our expenses to be significantly higher than they would be if we were a privately-held company.
Sarbanes-Oxley Act
We are also subject to the Sarbanes-Oxley Act of 2002. The Sarbanes-Oxley Act created a strong and independent accounting oversight board to oversee the conduct of auditors of public companies and strengthen auditor independence. It also requires steps to enhance the direct responsibility of senior members of management for financial reporting and for the quality of financial disclosures made by public companies; establishes clear statutory rules to limit, and to expose to public view, possible conflicts of interest affecting securities analysts; creates guidelines for audit committee members’ appointment, compensation and oversight of the work of public companies’ auditors; management assessment of our internal controls; auditor attestation to management’s conclusions about internal controls (this is not applicable to “non-accelerated filers” and “smaller reporting companies”); prohibits certain insider trading during pension fund blackout periods; requires companies and auditors to evaluate internal controls and procedures; and establishes a federal crime of securities fraud, among other provisions. Compliance with the requirements of the Sarbanes-Oxley Act will substantially increase our legal and accounting costs.
Foreign Corrupt Practices Act
We are required to comply with the United States Foreign Corrupt Practices Act, which prohibits U.S. companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. Foreign companies, including some of our competitors, are not subject to these prohibitions. Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices occur from time-to-time in mainland China. If our competitors engage in these practices, they may receive preferential treatment from personnel of some companies, giving our competitors an advantage in securing business or from government officials who might give them priority in obtaining new licenses, which would put us at a disadvantage. If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties.
State and Local Regulations
There’s no state or local regulations that require us to obtain a special business license for our business, however the State of Florida requires us to file an Annual Report. We are not required as a company to maintain Worker’s Compensation Insurance and pay into the Florida Unemployment Compensation Fund since we have no employees. When we retain new officers and begin to pay salaries we will then have to apply for Workers Compensation Insurance and pay into the Florida Unemployment Compensation Fund.
Research and Development During Our Last Two Fiscal Years
Not applicable.
Cost and Effects of Compliance with Environmental Laws
Number of Total Employees and Number of Full Time Employees
The company has no employees other than the directors that are served as CEO, COO and CFO, who did not receive any remuneration.
1A. RISK FACTORS
We are a “smaller reporting company” as defined by Item 10(f)(1) of Regulation S-K, and as such are not required to provide the information contained in this item pursuant to the requirements under Form 10-K.
1B. UNRESOLVED STAFF COMMENTS
None.
2. PROPERTIES
Our business address is No 1 Gaobei South Coast, Yi An Men 111 Block 37, Chao Yang District, Beijing City, People Republic of China. The rent of PRC Office was paid by Mr. Dai Zheng and no lease agreement was signed by our Company.
3. LEGAL PROCEEDINGS
We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions required to be disclosed by Item 103 of Regulation S-K.
4. MINE SAFETY DISCLOSURES
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Holders
As of the close of business on December 31, 2019, there were approximately 46 holders of record of our common stock.
Dividends
We have not declared any cash dividends on our common stock during our two most recent fiscal years. In the near future, we intend to retain any earnings to finance the development and expansion of our business. We do not anticipate declaring or paying any cash dividends on our common stock in the foreseeable future. The declaration and payment of cash dividends by us are subject to the discretion of the Board. Any future determination to pay cash dividends will depend on our results of operations, financial condition, capital requirements, contractual restrictions and other factors deemed relevant at the time by the board of Directors. We are not currently subject to any contractual arrangements that restrict our ability to pay cash dividends.
Securities Authorized for Issuance Under Equity Compensation Plans
As of December 31, 2019, there are no compensation plans under which our equity securities are authorized for issuance.
Recent Sales of Unregistered Securities
As of December 31, 2019, the Company total outstanding shares is 100,074,000 shares.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
We did not, nor did anyone on our behalf or any “affiliated purchaser” as defined in Rule 10b-18(a)(3) of the Exchange Act, repurchase any outstanding shares of our common stock during any month of our fiscal year ended December 31, 2019.
6. SELECTED FINANCIAL DATA
We are a “smaller reporting company” as defined by Item 10(f)(1) of Regulation S-K, and as such are not required to provide the information contained in this item pursuant to Item 301 of Regulation S-K.
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
.
Overview
WeTrade Group Inc. is in the business of providing an online membership-based e-commerce platform services in China that will provide a unique and aggregate information on hotels, flights, travelling packages and other travelling products that enable customers to make informed and cost-effective hotel, flight and other travelling packages bookings. In addition, the company intends to incorporate into advanced technologies including big data and artificial intelligence to optimize user experience and incentivize members to promote platform as well as share products with their social contacts.
Result of Operations
The following table provides a comparison of a summary if our results for the fiscal years ended December 31, 2019 since inception of March 28, 2019.
Revenue from Operations
From inception (March 28, 2019) through period ended December 31, 2019, total revenue was $0 as we have not commenced revenue generating operations since the incorporation on March 28, 2019.
General and Administrative Expenses
From inception (March 28, 2019) through period ended December 31, 2019, general and administrative expenses were $417,407 which consist of expense of software, startup fees, incorporation fees, audit fee and lawyers review fees from the periodic filings with the SEC.
Net Income (Loss)
As a result of the factors described above, there was a net loss of ($417,407) from inception (March 28, 2019) to December 31, 2019.
Liquidity and Capital Resources
The following chart provides a summary of our balance sheets on for the fiscal years ended December 31, 2019, it should be read in conjunction with the financial statements, and notes thereto.
As of December 31, 2019, we had assets of $6,591,128, which consisted of $6,591,128 in cash; we had liabilities of $1,786,515, which consisted of $32,000 in accounts payable, $254,515 in related party payables and $1,500,000 in related party loan; we had an accumulated deficit of $417,407.
The following chart provides a summary of our results of operations for the period from inception (March 28, 2019) through period ended December 31, 2019 and should be read in conjunction with the financial statements and notes thereto.