
PART I - Financial Information Financial Statements Unaudited consolidated financial statements for June 30, 2022, show decreased assets and net income, with a significant share cancellation Note 1 – Nature of Business WeTrade Group provides technical services via its 'YCloud' social e-commerce platform for micro-businesses in China, expanding into new sectors - The company's core business is providing a cloud-based intelligence system called "YCloud" for social e-commerce, targeting micro-businesses in China16 - Key functions of YCloud include managing marketing relationships, CPS commission profit management, multi-channel data statistics, AI fission and management, and supply chain integration18 - In Q1 2022, the company expanded its client base by entering into YCloud system service agreements with Beijing Yidong, Maitu International, and Beijing Youth Travel1920 Note 4 – Revenue Revenue from YCloud's GMV-based service fees (2%-3.5%) decreased, with total GMV falling to $116.5 million for H1 2022 - Revenue is derived from a system service fee of 2%-3.5% of the Gross Merchandise Volume (GMV) generated on the YCloud platform62 Gross Merchandise Volume (GMV) Comparison | Period | June 30, 2022 (USD) | June 30, 2021 (USD) | | :--- | :--- | :--- | | Non-related parties GMV | $107,714,046 | $150,250,147 | | Related party GMV | $8,732,504 | $50,678,696 | | Total GMV | $116,466,550 | $200,928,843 | - For the six months ended June 30, 2022, the company generated $3,556,596 in revenue from four third-party customers and $288,337 from one related-party customer, Changtongfu64 Condensed Consolidated Balance Sheet Highlights (Unaudited) | Account | June 30, 2022 (USD) | December 31, 2021 (USD) | | :--- | :--- | :--- | | Total Current Assets | $15,639,121 | $16,436,393 | | Total Assets | $18,861,328 | $19,470,524 | | Total Current Liabilities | $3,421,093 | $2,998,960 | | Total Liabilities | $4,924,897 | $4,941,202 | | Total Stockholders' Equity | $13,936,431 | $14,529,322 | Condensed Consolidated Statements of Operations (Unaudited) | Metric | Three Months Ended June 30, 2022 (USD) | Three Months Ended June 30, 2021 (USD) | Six Months Ended June 30, 2022 (USD) | Six Months Ended June 30, 2021 (USD) | | :--- | :--- | :--- | :--- | :--- | | Total Service Revenue | $1,608,080 | $3,882,893 | $3,844,933 | $6,663,816 | | Gross Profit | $1,517,429 | $3,692,434 | $2,965,094 | $6,327,049 | | Net Income / (Loss) | ($442,637) | $1,842,030 | $118,218 | $2,494,114 | | EPS (basic and diluted) | ($0.00) | $0.01 | $0.00 | $0.01 | Condensed Statements of Cash Flows (Unaudited) | Cash Flow Activity | Six Months Ended June 30, 2022 (USD) | Six Months Ended June 30, 2021 (USD) | | :--- | :--- | :--- | | Net cash from operating activities | $6,491,363 | ($541,827) | | Net cash used in investing activities | ($648,389) | ($170,265) | | Net cash from/(used in) financing activities | $842,547 | ($420,562) | | Cash and cash equivalents, end of period | $7,152,073 | $3,210,464 | - On April 13, 2022, the company canceled 120,418,995 shares of Common Stock, reducing outstanding shares from 305,451,498 to 185,032,50398 - Subsequent to the reporting period, on July 21, 2022, the company uplisted to the Nasdaq Capital Market and closed an IPO of 10,000,000 shares at $4.00 per share, expecting net proceeds of approximately $37.1 million99100 Management's Discussion and Analysis of Financial Condition and Results of Operations Management attributes revenue and net income declines to decreased GMV from COVID-19 lockdowns; cash improved significantly from receivables collection Results of Operations (Six Months Ended June 30, 2022 vs 2021) H1 2022 revenue decreased 42.3% to $3.84 million, and net income plummeted 95.3%, primarily due to lower GMV from COVID-19 lockdowns Six-Month Operational Results Comparison | Metric | Six Months Ended June 30, 2022 (USD) | Six Months Ended June 30, 2021 (USD) | | :--- | :--- | :--- | | Total Revenue | $3,844,933 | $6,663,816 | | Gross Profit | $2,965,094 | $6,327,049 | | Net Income | $118,218 | $2,494,114 | - The decrease in revenue was mainly due to a decline in Gross Merchandise Volume (GMV) in the YCloud system, a result of Covid-19 lockdowns in several major PRC cities since March 2022106 - General and administrative expenses decreased from $3.66 million to $2.79 million, primarily because no advertising, exhibition, or legal due diligence expenses were incurred during the period due to the lockdown109 Results of Operations (Three Months Ended June 30, 2022 vs 2021) Q2 2022 saw a net loss of $442,637 (vs. Q2 2021 net income), driven by a 58.6% revenue decline and increased marketing expenses Three-Month Operational Results Comparison | Metric | Three Months Ended June 30, 2022 (USD) | Three Months Ended June 30, 2021 (USD) | | :--- | :--- | :--- | | Total Revenue | $1,608,080 | $3,882,893 | | Operations Profit / (Loss) | ($465,093) | $1,924,977 | | Net Income / (Loss) | ($442,637) | $1,842,030 | - The company shifted from a net income of $1.84 million in Q2 2021 to a net loss of $442,637 in Q2 2022, primarily due to the decrease in GMV-based revenue caused by COVID-19 lockdowns113 - General and administrative expenses increased from $1.77 million to $1.98 million in the quarter, as more marketing and promotion expenses were incurred compared to the prior period112 Liquidity and Capital Resources Cash on hand increased to $7.15 million as of June 30, 2022, driven by $8.2 million in accounts receivable collection and positive operating cash flow - Cash on hand increased to $7,152,073 as of June 30, 2022, mainly due to the collection of approximately $8.2 million in accounts receivables114 - Net cash provided by operating activities was $6,491,363, a turnaround from cash used of $541,827 in the prior period, driven by increased collections from customers115 - Cash used in investing activities increased to $648,389 from $170,265, mainly due to additions to leasehold improvements115 Quantitative and Qualitative Disclosures about Market Risk As a "smaller reporting company," the company is not required to provide quantitative and qualitative disclosures about market risk - As a "smaller reporting company" defined by Regulation S-K, the company is not required to provide the information for this item120 Controls and Procedures Disclosure controls and procedures were ineffective as of June 30, 2022, due to material weaknesses like lack of audit committee and insufficient oversight - Management concluded that disclosure controls and procedures were not effective as of June 30, 2022122 - Material weaknesses identified include: lack of an audit committee, lack of a majority of outside directors, management domination by two individuals, lack of internal audit functions, and lack of segregation of duties within accounting122123 - There were no changes in internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, the company's internal controls126 PART II – Other Information Legal Proceedings The company reported no legal proceedings during the period - None128 Risk Factors As a "smaller reporting company," the company is not required to provide this information - The company is a "smaller reporting company" and is not required to provide the information contained in this item128 Unregistered Sales of Equity Securities And Use Of Proceeds The company reported no unregistered sales of equity securities or use of proceeds for the period - None128 Other Information The company reported no other information for the period - None128 Exhibits The report includes certifications from the Principal Executive Officer and Principal Financial Officer, along with financial statements in XBRL format - Exhibits filed include CEO and CFO certifications pursuant to Sarbanes-Oxley Act Sections 302 and 906129 - Financial statements for the quarter ended June 30, 2022, are provided in XBRL format129