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10-K/A 1 weyl10ka2_123116apg.htm WEYL 10-K/A2 12/31/16

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 10-K/A Amendment #2

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal years ended December 31, 2016

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 000-51815

WEYLAND TECH INC.

(Exact name of registrant as specified in its charter)

Delaware 46-5057897 (State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.) organization)

198 Wellington Street, 8/F The Wellington, Central, Hong Kong SAR. Hong Kong HKSAR (Address of principal executive offices, including Zip Code)

(852) 9316 6780

(Registrant’s telephone number, including area code)

Securities registered under Section 12 (b) of the Exchange Act: None

Securities registered under Section 12 (g) of the Exchange Act: Common stock, $0.0001 par value (the “Common Stock”).

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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ] Yes [X] No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [X] No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[X] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

[X] Yes [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] (Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). [ ] Yes [X] No

As of June 30, 2016 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of the shares of the registrant’s common stock held by non-affiliates (based upon the closing sale price of such shares as reported on the OTCOB Market) was approximately $42 million. Shares of the registrant’s common stock held by each executive officer and director and each person who owns 10% or more of the outstanding common stock have been excluded from the calculation in that such persons may be deemed to be affiliates of the registrant. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

There were a total of 20,778,128 shares of the registrant’s common stock outstanding as of March 31, 2017.

DOCUMENTS INCORPORATED BY REFERENCE None.

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Explanatory Note

The sole purpose of this Amendment No. 2 to Weyland Tech, Inc.'s Annual Report on Form 10-K for the annual period ended December 31, 2016, as filed with the Securities and Exchange Commission on March 31, 2017, in the form of a Form 10-K/A (Amendment No. 2) is to furnish revised and additional disclosure to Item 9A(T). No other changes have been made to the Form 10-K. This Amendment No. 2 does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way the additional disclosures made in the original Form 10-K.

PART II

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the period covered by this report, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures.

With the appointment on July 15, 2015 of Lionel Choong, our present acting Chief Financial Officer, procedures over the timely reporting of financial quarterly results for the September 2015 quarter were introduced and are being used for the annual reporting of the Company’s annual 10-K. With the current procedures in place, we have increased our ability to identify significant transactions that require disclosure under the Securities Exchange Act of 1934. We have enhanced our current procedures and they will comply fully with the disclosure controls in fiscal year 2017 , however, our disclosure controls and procedures were not yet effective in fiscal 2016.

Annual Report of Management on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

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Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

As of December 31, 2016, management assessed the effectiveness of our internal control over financial reporting and based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

The matters involving internal control over financial reporting that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; and (2) inadequate segregation of duties consistent with control objectives. The aforementioned material weaknesses were identified by our prior Chief Executive Officer and prior Chief Financial Officer in connection with the review of our financial statements as of December 31, 2016 .

Management believes that the material weakness set forth in item (2) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods. As a result, we have enhanced our current procedures during 2017 and believe that our internal control over financial reporting will be effective in fiscal year 2017.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only the management's report in this annual report.

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENTS

Exhibits

Exhibit No.	Description of Exhibit
3.1	Certificate of Amendment to the Certificate of Incorporation of the Company
	(incorporated by reference to Schedule 14C Information of the Company filed on
	September 1, 2015)
31.1*	Certificate pursuant to Rule 13a-14(a)
31.2*	Certificate pursuant to Rule 13a-14(a)
32.1*	Certificate pursuant to 18 U.S.C. Section 1350
32.2*	Certificate pursuant to 18 U.S.C. Section 1350
*	Filed herewith

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 20th day of November 2018.

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Weyland Tech, Inc. (Registrant) By: /s/ Brent Y. Suen Brent Y. Suen

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 Company and in the capacities and on the dates indicated:

	Signature	Title	Date
	/s/ Brent Y. Suen	President and Chief Executive Officer	November 20, 2018
	Brent Y. Suen	(Principal Executive and Financial Officer)

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10-K 1 weyl10k_123117apg.htm WEYL 10-K 12/31/17

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal years ended December 31, 2017

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 000-51815

WEYLAND TECH INC.

(Exact name of registrant as specified in its charter)

Delaware

46-5057897

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

85 Broad Street, 16-079 New York, NY 10004

(Address of principal executive offices, including Zip Code)

(808) 829-1057

(Registrant’s telephone number, including area code)

Securities registered under Section 12 (b) of the Exchange Act: None

Securities registered under Section 12 (g) of the Exchange Act: Common stock, $0.0001 par value (the “Common Stock”).

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ] Yes [X] No

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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [X] No

[X] Yes [ ] No

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] (Do not check if a smaller reporting company) Emerging Growth Company [X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). [ ] Yes [X] No

As of June 30, 2017 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of the shares of the registrant’s common stock held by non-affiliates (based upon the closing sale price of such shares as reported on the OTCQB Market) was approximately $42 million. Shares of the registrant’s common stock held by each executive officer and director and each person who owns 10% or more of the outstanding common stock have been excluded from the calculation in that such persons may be deemed to be affiliates of the registrant. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

There were a total of 26,795,006 shares of the registrant’s common stock outstanding as of March 31, 2018.

DOCUMENTS INCORPORATED BY REFERENCE None.

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Table of Contents
	Page
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	iv
USE OF TERMS	iv
PART I	1
Item 1. Business	1
Item 1A. Risk Factors	4
Item 1B Unresolved Staff Comments	8
Item 2. Properties	8
Item 3. Legal Proceedings	9
Item 4. Mine Safety Disclosures	9
PART II	10
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	10
Item 6. Selected Financial Data	11
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	19
Item 8. Financial Statements and Supplementary Data	20
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	21
Item 9A. Controls and Procedures	21
Item 9B. Other Information	21
PART III	23
Item 10. Directors, Executive Officers and Corporate Governance	23
Item 11. Executive Compensation	27
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	28
Item 13. Certain Relationships and Related Transactions, and Director Independence	29
Item 14. Principal Accounting Fees and Services	29
PART IV	31
Item 15. Exhibits, Financial Statement Schedules	31
SIGNATURES	32

iii

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This annual report on Form 10-K and other reports that we file with the SEC contain statements that are considered forward-looking statements. Forward-looking statements give the Company’s current expectations, plans, objectives, assumptions or forecasts of future events. All statements other than statements of current or historical fact contained in this annual report, including statements regarding the Company’s future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plans,” “potential,” “projects,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” and similar expressions. These statements are based on the Company’s current plans and are subject to risks and uncertainties, and as such the Company’s actual future activities and results of operations may be materially different from those set forth in the forward looking statements. Any or all of the forward-looking statements in this annual report may turn out to be inaccurate and as such, you should not place undue reliance on these forward-looking statements. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs. The forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and assumptions due to a number of factors, including:

dependence on key personnel;
competitive factors;
continued growth of mobile app markets;
the operation of our business; and
general economic conditions in the ASEAN, Asia-Pacific Region and in the United States.

These forward-looking statements speak only as of the date on which they are made, and except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements contained in this annual report.

USE OF TERMS

Except as otherwise indicated by the context, all references in this report to:

“Weyland Tech,” “Company,” “we,” or “our,” unless the context otherwise requires, are to Weyland Tech Inc.
“SEC” are to the United States Securities and Exchange Commission;
“Securities Act” are to the Securities Act of 1933, as amended;
“Exchange Act” are to the Securities Exchange Act of 1934, as amended;
“U.S. dollar,” “USD,” “US$” and “$” are to the legal currency of the United States.

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Available Information

The Company’s website is www.weyland-tech.com, where information about the Company may be reviewed and obtained. In addition, the Company’s filings with the Securities and Exchange Commission (“SEC”) may be accessed at the internet address of the SEC, which is http://www.sec.gov. Also, the public may read and copy any materials that the Company files with at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580 Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

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PART I

ITEM 1. BUSINESS

Overview

Weyland Tech’s CreateApp platform, offered as a Platform as a Service (“PaaS”), enables small-medium-sized businesses ("SMB") to create a mobile application ("app") without the need of technical knowledge, high investment or background in IT. At present, the Company does not charge for use of the PaaS platform. The Company recognizes revenue on a pay to use subscription basis when our customers use our platform.

We believe that SMB can increase sales, reach more customers and promote their products and services via a simple easy to build mobile app at an affordable price and in a cost-effective manner.

Our corporate headquarters are located at 85 Broad Street, 16-079 New York, NY 10004. Although we maintain a website at www.weyland-tech.com, we do not intend the information available on our website be incorporated into this filing.

Our Strategy

Although Weyland Tech's CreateApp platform originally focused on the Pan-Asia markets—the platform is provided in twelve, predominantly Asian, languages—we have partners that work with us to develop the EU and North American markets.

The CreateApp platform enables SMB to create a mobile application ("app") without the need of technical knowledge, high investment or background in IT.

We believe that through our app, SMB can increase sales, reach more customers and promote their products and services via a simple easy to build mobile app at an affordable price and in a cost-effective manner.

Weyland Tech currently offers the CreateApp platform directly, as a Platform as a Service (“PaaS”) in the following key markets:

Singapore: www.createappsingapore.com

India (Jaipur): www.aapkiapp.in

US/Canada: www.createappamericas.com

Weyland Tech currently offers a DIY App builder through a 'white label' platform, also under a PaaS model, with the apps developed generating revenue in the following markets, primarily via cooperation agreements that were structured in late 2015, 2016 and 2017:

•

EU, via a Strategic Cooperation with Augicom S.A. (www.augicom.ch)

•

Malaysia, via a Cooperation Agreement with Silver Ridge Tangerine Sdn Bhd (www.silverridge.com.my)

•

Hong Kong and South China via a Cooperation Agreement with Info Zone Development Ltd.

•

Indonesia, via a Cooperation Agreement with DPEX Worldwide (www.dpex.com)

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•

North America, via a Cooperation Agreement with Aurum Digital Inc. (www.createappamericas.com)

•

Thailand via a Cooperation Agreement with BGT Corporation Public Company Limited (http://www.bgtech.co.th/)

•

The Philippines via a Cooperation Agreement with MocaApp (www.mocaapp.com)

•

France via a Cooperation Agreement with Orange Pro (https://pro.orange.fr/)

For the territories licensed to our distributors and on a white label basis, we derive royalty income from the end user use of our platform.

SMB

Given the nature of DIY mobile apps ("apps"), and the primary target market of SMB, a typical go-to-market strategy would have a direct sales force or resellers approach SMB directly to drive our revenue.

Over the past two years, the Company has evolved our Platform as a service model with three distinct market paths to drive recurring revenue business model.

A) Cooperation agreements in countries/regions where our partners are responsible for targeting SMB either through an installed base of customers or groups of Direct Sellers with a sales force encompassing SMB as end customers.

B) Enterprise Solutions where large retailers (hypermarket chains, mall owners, brand owners with company-owned and franchise stores) adopt a 'Master App' on a white-label basis, hosted at a 3rd party regional Hosting or Data Center facility.

C) Digital Wallet or e-Wallet: a digital financial services business, a distinguishing characteristic of Greater South East Asia (“GSEA”) compared to the United States is the substantially lower percentage of the population with bank accounts, credit cards, or debit cards. This creates the need for alternative payment methods, specifically e-wallets. GSEA is poised for its own payments transformation in much the same way that China has shifted to online payments, according to IDC. Online payments in GSEA is divided into four broad payment modes: e-wallets, such as our AtoZPay platform, credit cards, debit cards and online banking. Of these, the e-wallet mode is expected to grow the fastest over the next five years, according to IDC. Drivers for GSEA’s e-wallet industry include the mismatch between internet penetration and banking penetration, which creates a structural opportunity for e-wallets; the increasing integration of e-wallets with use cases such as online games and e-commerce; and the opportunity to offer broader digital financial services using e-wallets as a foundation.

With the above strategy, we believe that the Company has been able to maintain a lower capital expenditure base due to the 'level-two' customer support vs. 'level-one' customer support, smaller sales and marketing teams, and the need to provide hosting services.

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anywhere via a web or desktop browser. The Company recognizes revenue on a pay to use subscription basis when our customers use our platform.

We do not compensate resellers and distributors, instead the end user pays the reseller/distributor directly as well as paying for our services, for which we or our reseller/distributor in licensed territories bill the end user separately.

Growth of the Mobile Apps Industry

We believe that there are a number of factors that are contributing to the continued growth of the mobile apps industry: (i) smartphone adoption continues to increase globally; (ii) lower purchase prices of smartphones for consumers; (iii) smartphone users are becoming increasingly comfortable with the process of searching for and conducting business on their phones; (iv) SMB are placing more emphasis on implementing a mobile app versus a mobile website to enable customers to gain a higher level of interaction and functionality; and (v) internet users in emerging markets use smartphones as their primary internet access device, having bypassed the desktop PC entirely. We believe that the Company will be able to participate in the growth of the mobile apps industry by offering an affordable, easy to build and use platform.

Competition

Our business is rapidly evolving and highly competitive. Our current and potential competitors include:

Each of the online game, e-commerce and e-wallet industries in GSEA is highly fragmented. We face competition in each of our lines of business in each market where we operate. Some of our competitors, particularly those based outside of GSEA, may have greater access to capital markets, more financial and other resources, and a longer operating history than we do.

Online Games

We compete on the basis of a number of factors, including user base, game portfolio, quality of user experience, brand awareness and reputation, relationships with game developers and access to distribution and payment channels. Our competitors primarily include companies with a presence in just one or a few markets in the region.

E-commerce

We face competition principally from regional players that operate across several markets in the region. We also face competition from single-market players in the region. We compete to attract, engage and retain buyers based on the variety and value of products and services listed on our marketplaces, overall user experience and convenience, online communication tools, integration with mobile and networking applications and tools, quality of mobile applications, and availability of payment settlement and logistics services. We also compete to attract and retain sellers based on the number and engagement of buyers, the effectiveness and value of the marketing services we offer, commission rates and the usefulness of the services we provide including data and analytics for potential buyer targeting, cloud computing services and the availability of support services including payment settlement and logistics services.

E-wallet Platforms

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AtoZPay’s numerous physical service counters and the AtoZPay App is a significant competitive advantage because of the strong demand in GSEA for convenient forms of payment processing.

Our business is rapidly evolving and highly competitive. Our current and potential competitors include: (1) Advertising companies, Web design firms and more recently, mobile app makers; (2) other DIY mobile app companies; (3) a number of indirect competitors, including media companies, web portals, comparison shopping websites, and web search engines, either directly or in collaboration with SMB; (4) companies that provide e-commerce services, including website/app development.; (5) companies that provide infrastructure web and mobile services. We believe that the principal competitive factors in our mobile apps business include ease of use, affordability and broad range of functionality. Many of our current and potential competitors have greater resources, slightly longer histories, more customers, and greater brand recognition. They may adopt more aggressive pricing and devote more resources to technology, functionality and ease of use and marketing. Other companies also may enter into business combinations or alliances that strengthen their competitive positions.

Employees

The Company currently has seventeen full-time contracted personnel in Singapore, Myanmar, Hong Kong and Jaipur, India. Our software development partner in Jaipur has 200 developers on staff to assist with technical, customer support, integration and engineering tasks.

Transfer Agent

We have engaged Nevada Agency and Trust Company as our stock transfer agent. Nevada Agency and Trust Company is located at 50 West Liberty Street, Reno, Nevada 89501. Phone: (775) 332-0626.

ITEM 1A. RISK FACTORS

We operate in a highly competitive environment in which there are numerous factors which can influence our business, financial position or results of operations and which can also cause the market value of our common stock to decline. Many of these factors are beyond our control and therefore, are difficult to predict. The following section sets forth what we believe to be the principal risks that could affect us, our business or our industry, and which could result in a material adverse impact on our financial results or cause the market price of our common stock to fluctuate or decline.

RISKS RELATED TO OUR BUSINESS

We are subject to risks associated with changing technologies in the mobile apps industry, which could place us at a competitive disadvantage.

The successful implementation of our business strategy requires us to continuously evolve our existing solutions and introduce new solutions to meet customers’ needs. We believe that our customers rigorously evaluate our solution and service offerings on the basis of a number of factors, including, but not limited to: quality; price competitiveness; technical expertise and development capability; innovation; reliability and timeliness of delivery; operational flexibility; customer service; and overall management.

Our success depends on our ability to continue to meet our customers’ changing requirements and specifications with respect to these and other criteria. There can be no assurance that we will be able to address technological advances or introduce new offerings that may be necessary to remain competitive within the mobile apps industry.

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Systems failures could cause interruptions in our services or decreases in the responsiveness of our services which could harm our business.

If our systems fail to perform, we could experience disruptions in operations, slower response times or decreased customer satisfaction. Our ability to host mobile apps successfully and provide high quality customer service depends on the efficient and uninterrupted operation of our hosting company's computer and communications hardware and software systems. Although unlikely, our hosting company's systems are vulnerable to damage or interruption from human error, natural disasters, power loss, telecommunication failures, break-ins, sabotage, computer viruses, intentional acts of vandalism and similar events. Any systems failure that causes an interruption in our services or decreases the responsiveness of our services could impair our reputation, damage our brand name and materially adversely affect our business, financial condition and results of operations and cash flows.

Our cost structure is partially fixed. If our revenues decline and we are unable to reduce our costs, our profitability will be adversely affected.

Our cost structure is partially fixed. We base our cost structure on historical and expected levels of demand for our services, as well as our fixed operating infrastructure, such as computer hardware and software, and staffing levels. If demand for our services declines and, as a result, our revenues decline, we may not be able to adjust our cost structure on a timely basis and our profitability may be materially adversely affected.

Attrition of customers and failure to attract new customers could have a material adverse effect on our business, financial condition and results of operations and cash flows.

Although we offer mobile apps designed to support and retain our customers, our efforts to attract new customers or prevent attrition of our existing customers may not be successful. If we are unable to retain our existing customers or acquire new customers in a cost-effective manner, our business, financial condition and results of operations and cash flows would likely be adversely affected. Although we have spent significant resources on business development and related expenses and plan to continue to do so, these efforts may not be cost-effective at attracting new customers.

Any future acquisitions may result in significant transaction expenses, integration and consolidation risks and risks associated with entering new markets, and we may be unable to profitably operate our consolidated company.

The Company intends to selectively pursue acquisitions and new businesses. Any future acquisitions may result in significant transaction expenses and present new risks associated with entering additional markets or offering new products and services, and integrating the acquired companies. We may not have sufficient management, financial and other resources to integrate companies we acquire or to successfully operate new businesses and we may be unable to profitably operate our expanded company. Additionally, any new businesses that we may acquire, once integrated with our existing operations, may not produce expected or intended results.

We may be unable to respond to customers' demands for new mobile app solutions and service offerings and our business, financial condition and results of operations and cash flows may be materially adversely affected.

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introducing or marketing new offerings. In addition, our new offerings may not achieve market acceptance. Any failure on our part to anticipate or respond adequately to customer requirements, or any significant delays in the development, introduction or availability of new offerings or enhancements of our current offerings could have a material adverse effect on our business, financial condition and results of operations and cash flows.

We may be unable to respond to the evolving industry practices and technology solutions, and our business, financial condition and results of operations and cash flows may be materially adversely affected.

To remain competitive as a mobile app provider, we must continue to invest in research and development of new technology solutions in order to keep up with the ever-evolving industry practices and enhancements to our existing solutions. The process of developing new technologies, products and services is complex and expensive. The introduction of new solutions by our competitors, the market acceptance of competitive solutions based on new or alternative technologies or the emergence of new industry practices could render our solutions less competitive.

We may be exposed to liabilities under the Foreign Corrupt Practices Act, and any determination that we violated the Foreign Corrupt Practices Act could have a material adverse effect on our business.

We are subject to the Foreign Corrupt Practice Act, or FCPA, and other laws that prohibit improper payments or offers of payments to foreign governments and their officials and political parties by U.S. persons and issuers as defined by the statute for the purpose of obtaining or retaining business. We have operations, agreements with third parties and make sales in Asia, which may experience corruption. Our activities in Asia create the risk of unauthorized payments or offers of payments by one of the employees, consultants or agents of our company, because these parties are not always subject to our control. It is our policy to implement safeguards to discourage these practices by our employees. Also, our existing safeguards and any future improvements may prove to be less than effective, and the employees, consultants, sales agents or distributors of our Company may engage in conduct for which we might be held responsible. Violations of the FCPA may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect our business, operating results and financial condition. In addition, the government may seek to hold our Company liable for successor liability FCPA violations committed by companies in which we invest or that we acquire.

RISKS RELATED TO THE MARKET FOR OUR STOCK

The market price of our common stock can become volatile, leading to the possibility of its value being depressed at a time when you may want to sell your holdings.

The market price of our common stock can become volatile. Numerous factors, many of which are beyond our control, may cause the market price of our common stock to fluctuate significantly. These factors include:

our earnings releases, actual or anticipated changes in our earnings, fluctuations in our operating results or our failure to meet the expectations of financial market analysts and investors;
changes in financial estimates by us or by any securities analysts who might cover our stock;
• speculation about our business in the press or the investment community;
significant developments relating to our relationships with our customers or suppliers;

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stock market price and volume fluctuations of other publicly traded companies and, in particular, those that are in our industry;
customer demand for our business solutions;
investor perceptions of our industry in general and our Company in particular;
the operating and stock performance of comparable companies;
general economic conditions and trends;
announcements by us or our competitors of new products, significant acquisitions, strategic partnerships or divestitures;
changes in accounting standards, policies, guidance, interpretation or principles;
loss of external funding sources;
sales of our common stock, including sales by our directors, officers or significant stockholders; and
addition or departure of key personnel.

Securities class action litigation is often instituted against companies following periods of volatility in their stock price. Should this type of litigation be instituted against us, it could result in substantial costs to us and divert our management’s attention and resources.

Moreover, securities markets may from time to time experience significant price and volume fluctuations for reasons unrelated to the operating performance of particular companies. These market fluctuations may adversely affect the price of our common stock and other interests in our Company at a time when you want to sell your interest in our common stock.

Our common stock is quoted on the over-the-counter electronic quotation system maintained by the OTC Markets which may have an unfavorable impact on our stock price and liquidity.

Our common stock is quoted on the OTCQX, an over-the-counter electronic quotation system maintained by the OTC Markets. The OTCQX is more limited than a trading market such as the New York Stock Exchange or NASDAQ. The OTCQX is a less visible market for the trading of our common stock by existing and potential stockholders, and so trading of our common stock on the OTCQX could depress the trading price of our common stock and could have a long-term adverse impact on our ability to raise capital in the future. We plan to list our common stock as soon as practicable. However, we cannot assure you that we will be able to meet the initial listing standards of any stock exchange, or that we will be able to maintain any such listing.

We may be subject to penny stock regulations and restrictions and you may have difficulty selling shares of our common stock.

The SEC has adopted regulations which generally define so-called “penny stocks” to be an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. If our common stock becomes a “penny stock,” we may become subject to Rule 15g-9 under the Exchange Act, or the Penny Stock Rule. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers and “accredited investors” (generally, individuals with a net worth in excess of $1,000,000 or annual incomes exceeding $200,000, or $300,000 together with their spouses). For transactions covered by the Penny Stock Rule, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in the secondary market.

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For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule prepared by the SEC relating to the penny stock market. Disclosure is also required to be made about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

There can be no assurance that our common stock will qualify for exemption from the Penny Stock Rule. In any event, even if our common stock were exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock, if the SEC finds that such a restriction would be in the public interest.

We may be required to raise additional financing by issuing new securities with terms or rights superior to those of our shares of common stock, which could adversely affect the market price of our shares of common stock.

We may require additional financing to fund future operations, develop and exploit existing and new products and to expand into new markets. We may not be able to obtain financing on favorable terms, if at all. If we raise additional funds by issuing equity securities, the percentage ownership of our current shareholders will be reduced, and the holders of the new equity securities may have rights superior to those of the holders of shares of common stock, which could adversely affect the market price and the voting power of shares of our common stock. If we raise additional funds by issuing debt securities, the holders of these debt securities would similarly have some rights senior to those of the holders of shares of common stock, and the terms of these debt securities could impose restrictions on operations and create a significant interest expense for us.

We do not intend to pay dividends for the foreseeable future.

For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on our common stock. Accordingly, investors must be prepared to rely on sales of their common stock after price appreciation to earn an investment return, which may never occur. Investors seeking cash dividends should not purchase our common stock. Any determination to pay dividends in the future will be made at the discretion of our board of directors and will depend on our results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our board deems relevant.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not Applicable.

ITEM 2. PROPERTIES

The Company’s current executive offices are located at, 85 Broad Street, 16-079, New York, NY 10004. The Company’s lease is currently $820 per month.

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ITEM 3. LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

The Company is currently undergoing civil litigation in Singapore where a dispute has arisen between a shareholder and the Company in relation to the ownership of approximately 3,500,000 shares of the Company’s common stock. Currently, the Company is pursuing alternative means of dispute resolution which if successful is expected to be able to resolve the aforementioned litigation proceedings by the second quarter of 2018. Given that the matter is still in discussion and negotiation stages, no assurances can be given about the outcome of these proceedings. In the meanwhile, the Company believes that there are unlikely to be any negative repercussions to the other shareholders.

Additionally, the Company has settled a suit against another shareholder in Singapore, in a confidential settlement that is favorable and non-dilutive to the Company.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Common Stock

We are authorized to issue 250,000,000 shares of Common Stock, at a par value $0.0001 per share. The holders of Common Stock are entitled to one vote for each share held of record on all matters to be voted on by stockholders. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voting for the election of directors can elect all of the directors then up for election.

The holders of Common Stock are entitled to receive ratably such dividends when, as and if declared by the Board of Directors out of funds legally available therefore. In the event we have liquidation, dissolution or winding up, the holders of Common Stock are entitled to share ratably in all assets remaining which are available for distribution to them after payment of liabilities and after provision has been made for each class of stock, if any, having preference over the Common Stock. Holders of shares of Common Stock, as such, have no conversion, preemptive or other subscription rights, and there are no redemption provisions applicable to the Common Stock.

Market Information

The Company’s Common Stock currently only trades on the OTCQX operated by OTC Markets Inc. under the symbol “WEYL”. The Company’s Common Stock commenced trading under this symbol on September 1, 2015, and previously traded under the symbol “STOA” from June 7, 2011 on the OTC Pink Sheets Market.

The following historical quotations obtained online at www.yahoo.com reflects the high and low bids for our Common Stock based on inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions:

actions:
Quarter Ended	High ($)	Low ($)
December 31, 2017	5.10	3.20
September 30, 2017	4.44	2.95
June 30, 2017	4.50	3.55
March 31, 2017	6.90	3.85
December 31, 2016	5.10	3.00
September 30, 2016	4.65	1.51

As of March 31, 2018, the Company’s Common Stock closed at a price of $4.20.

Shareholders

As of March 31, 2018, there are 26,795,006 shares of Common Stock issued and outstanding held by 343 shareholders of record.

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Dividend Policy

Securities Authorized for Issuance Under Equity Compensation Plans

There are currently 3.5 million shares authorized for issuance under the Equity Compensation Plan of which no shares have been issued as of March 31, 2018.

Recent Sales of Unregistered Securities

The following is a summary of transactions since our previous disclosure on our Form 10-Q filed with the Securities and Exchange Commission on November 14, 2017 involving sales of our securities that were not registered under the Securities Act of 1933, as amended (the "Securities Act"). Each offer and sale was exempt from registration under either Section 4(2) of the Securities Act or Rule 506 under Regulation D of the Securities Act because (i) the securities were offered and sold only to accredited investors; (ii) there was no general solicitation or general advertising related to the offerings; (iii) each investor was given the opportunity to ask questions and receive answers concerning the terms of and conditions of the offering and to obtain additional information; (iv) the investors represented that they were acquiring the securities for their own account and for investment; and (v) the securities were issued with restrictive legends.

The securities granted or sold under these agreements are unregistered and may only be resold or transferred if they later become registered or fall under an exemption to the Securities Act or applicable state laws. Our typical investor or grantee generally relies upon Rule 144 of the Securities Act, which, in addition to requiring several other conditions before resale may occur, requires that the securities issued be held for a minimum of six months.

During the year ended December 31, 2017, the Company received proceeds of $1,771,028 for the private placement of the company's common shares to professional investors, individuals and the Company’s CEO at prices ranging from $1.25 - $6.00. These shares were issued pursuant to Regulation D under the Securities Act of 1933, as amended, are exempt from registration by reason of Section 4(2) of the Securities Act of 1933, as amended (the "Act"), and bear an appropriate restrictive legend. The primary purpose of the share issuances was to increase the shareholder base in order to meet NASDAQ Capital Market minimum entry requirements and provide working capital to the Company. Several of the share purchasers are professional investment managers at well-known Registered Fund Management Companies and the Company believes their participation increases company credibility in the investment community.

ITEM 6. SELECTED FINANCIAL DATA

The Company, as a “smaller reporting company” (as defined by §229.10(f) (1)), is not required to provide the information required by this Item.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following plan of operation together with our financial statements and related notes appearing elsewhere in this annual report. This plan of operation contains forward-looking statements that involve risks, uncertainties, and assumptions. The actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors.

Overview

Weyland Tech’s CreateApp platform is provided in fourteen languages and enables small-medium-sized businesses ("SMB") to create a mobile application ("app") without the need of technical knowledge, high investment or background in IT. The Company recognizes revenue on a pay to use subscription basis when our customers use our platform.

We believe that SMB can reach additional customers, promote their products and services and increase sales, via a simple easy to build mobile app at an affordable and cost-effective manner.

On April 8, 2017 , the Company entered into that certain Amended and Restated Software License Agreement by and between the Company and Technopreneur’s Resource Centre Private Limited (the “Amended License Agreement”) and that certain Amended and Restated Sale and Purchase Agreement by and among the Company, Eddie Foong Wai Keong, Zhao Yongxin and Brent Suen (the “Amended Purchase Agreement”). The Amended Licensing Agreement continues and amends and restates Weyland Tech’s exclusive use of the ‘CreateApp Platform’ together with any instances or variations to it and all current and future revenues and income that are a result of sales, licensing and sub-licensing agreements for an initial ten-year term, which is extendable at the Company’s option for two consecutive five year periods, for a total of twenty years. The Amended Purchase Agreement provides for the purchase of a controlling interest in Technopreneur’s Resource Centre Private Limited by the Company. The Amended License Agreement and Amended Purchase Agreement amends and restates the rights of the parties with respect to the (i) that certain MOU dated May 2015, and the subsequent Sale and Purchase Agreement (the “Original Purchase Agreement”), and (ii) the global license agreement relating to the ‘CreateApp Platform’ (the “Global License Agreement”).

In September 2015, we completed the acquisition of rights to Technopreneur’s Resource Centre Private Limited’s ‘CreateApp Platform’ through the Original Licensing Agreement. Our exclusive license through the Original License Agreement has been described in our prior filings, including most recently our Annual Report on Form 10-K for the period ended December 31, 2016, filed with the SEC on March 31, 2017, as our “Global Exclusive Licensing Agreement”. The Amended License Agreement clarifies certain terms of our original agreement and extends the term of the license.

The original Sales and Purchase Agreement, dated May 28, 2015, was subsequently rescinded and pursuant to that rescission certain shares originally issued were canceled. The Amended Purchase Agreement reduces the amount of ownership of Technopreneur’s Resource Centre Private Limited acquired to 55%, rather than 100% in order to reduce the risks related to certain operating liabilities of Technopreneur’s Resource Centre Private Limited discovered during due diligence. At December 31, 2017, this Sales and Purchase Agreement has not been completed.

The above descriptions of the Amended Sale and Purchase Agreement and Amended Licensing Agreement are qualified in their entirety by reference to the forms of such documents attached as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K.

On April 27, 2017 the Company announced that initial subscriptions and revenues from its South East Asian cooperation partner, MOCAAPP. Marketing and development of additional applications -- http://www.mocaapp.com/ -- continues in the Philippines through the Company's white label channel distribution.

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According to the Department of Trade and Industry, the Philippines is home to nearly 90,000 Small and Medium businesses ("SMB") and ~900,000 MSMBs (Micro-Small-Medium-sized-Business) overall.

http://ctt.marketwire.com/?release=11G137142-

001&id=11596615&type=0&url=http%3a%2f%2fwww.dti.gov.ph%2fbusinesses%2fmsmes%2fmsmeresources%2fmsme-statistics

Weyland believes that a substantial number of these businesses will ultimately choose to expand their reach through mobile commerce (m-commerce), which has been the case in the US, Europe, and North Asia.

http://ctt.marketwire.com/?release=11G137142-

001&id=11596618&type=0&url=http%3a%2f%2fwww.businessinsider.com%2fmobile-commerce-shopping-trends-stats2016-10

Concurrently, MOCAAPP indicated initial marketing and trade show efforts have begun in Vietnam. The Company believes the expansion of m-commerce in South East Asia is in the early stages and is working with their channel distributors to become the mobile on-ramp for e-commerce in the region.

http://ctt.marketwire.com/?release=11G137142-

001&id=11596624&type=0&url=https%3a%2f%2fwww.jwtintelligence.com%2f2016%2f08%2fsoutheast-asias-mcommerce-revolution%2f

On May 1, 2017 , the Company signed a definitive Share Purchase Agreement with Escape Pixel, a provider of Web Development, Mobile Development, & Digital Customized Solutions, based in Singapore and Yangon Myanmar. The terms of the agreement are confidential. Following the closing of the transaction, Escape Pixel will become a whollyowned subsidiary of the Company. At December 31, 2017, this Share Purchase Agreement has not been completed.

On May 1, 2017 , the Company signed a software development agreement with Faith United Technology LTD, a Hong Kong based software developer. Weyland Tech and Faith United are collaborating on Online-to-Offline (“O2O”) applications initially targeting the food service industry. Weyland Tech believes O2O solutions allow merchants to reach online buyers that are not directly served by Third Party Logistics providers (“3PL”) but can reach more centralized physical locations for pick-up.

On July 20, 2017 , the Company entered into an advisory agreement with TMC Prime Pte. Ltd (TMC) for the sourcing of strategic investments into the company by Southeast Asian technology companies and high net worth individuals with experience investing in technology companies TMC will commit to fund up to $10 million USD over a period of one year via direct investments.

The principals of TMC are former founders and executives of regionally based systems integrators, cloud services and mobile telephony companies.

On Jul 24, 2017 the Company announced that the Company's distribution partner in Indonesia, OAP ("OAP"), has signed an agreement to provide a stored-value 'top-up' application aimed at the 120 million adults living without access to traditional banking facilities. The application is designed to be offered via major telecommunications providers in Indonesia.

OAP has initiated a pilot program to 20 communities in Indonesia. Upon success of the pilot, OAP will offer the community application to the other 500,000 communities throughout Indonesia.

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In Indonesia, the unbanked population, or people who do not have bank accounts, is still very large. The Financial Inclusion Index (Global FIndex) for 2014 shows that only 36 percent of adults in Indonesia have bank accounts, which means there are approximately 120 million adults categorized as unbanked. A Top-Up application enables unbanked smartphone users to purchase goods and services via their phones (e-commerce/m-commerce).

Indonesia, the fourth most populous country in the world, has seen explosive mobile phone growth alongside a burgeoning e-commerce industry segment. A smartphone boom has been fueling Indonesia's e-commerce growth. The e-commerce industry in Indonesia has grown from $12 billion in 2014 to $18 billion last year and is forecasted to touch $130 billion by 2020 as per Indonesian tech ministry spokesman, Ismail Cawidu.

On August 11, 2017 , the Company applied for uplisting to the OTC Markets Group’s ‘OTCQX Marketplace’ which is a higher tier market for publicly traded companies.

On Aug 29, 2017 the Company announced that its exclusive eurozone partner, Augicom S.A., has entered into a partnership with Orange Pro. As part of this agreement, Weyland Tech's CreateApp will be made available to Orange Pro clients via "la Carte Pro" program or 'Pro Card' in English.

The "Pro Card" program of Orange is a loyalty program for independent professionals and SMBs. It is believed that initial sales will begin the fourth quarter of 2017 or first quarter of 2018. Orange Pro operates under the business umbrella of Orange S.A., formerly France Télécom S.A., is a French multinational telecommunications corporation. It has 256 million customers worldwide and employs 95,000 people in France, and 59,000 elsewhere. In 2015, the group had revenues of EUR 40 billion.

Additionally, the Company has begun exploratory discussions with an eSports video aggregation operator regarding a potential partnership and the building of an online betting app for the eSports industry. Due to the high growth of the eSports sector, we anticipate that the app would be marketed worldwide and find exposure through JV's with entities such as casinos and other gambling avenues.

On April 2, 2013 , the SEC issued a Report of Investigation in which it announced that the Commission had determined not to pursue an enforcement action against Netflix, Inc. for alleged violations of Regulation Fair Disclosure, Section 13(a) of the Securities Exchange Act and Rules 13a-11 and 13a-15 thereunder, relating to the disclosure of material information selectively over social media. This report makes clear that “companies can use social media outlets like Facebook and Twitter to announce key information in compliance with Regulation Fair Disclosure (Regulation FD), so long as investors have been alerted about which social media will be used to disseminate such information.” Weyland Tech, Inc (Weyland Tech) is filing this 8k pursuant to that report to provide such information.

The SEC’s Report of Investigation provided guidance to issuers such as Weyland Tech regarding the use of social media to disclose material non-public information. In this regard, investors and others should note that we announce material financial information to our investors using our investor relations website ( http://www.weyland-tech.com/ ), SEC filings, press releases, public conference calls and webcasts. We use these channels as well as social media to communicate with our subscribers and the public about our company, our services and other issues. It is possible that the information we post on social media could be deemed to be material information. Therefore, in light of the SEC’s guidance, we encourage investors, the media, and others interested in our company to review the information we post on the U.S. social media channels listed below. This list may be updated from time to time on Weyland Tech’s investor relations website.

Weyland Tech Facebook Page (https://www.facebook.com/weylandtech) Weyland Tech Twitter Feed (https://twitter.com/weylandtechinc) Weyland Tech LinkedIn Page (https://linkedin.com/company/weylandtech) Brent Suen, CEO Public Facebook Page (https://www.facebook.com/BrentSuenWEYL)

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Brent Suen, CEO Public Twitter Feed (https://www.twitter.com/BrentSuenWEYL

On Sept. 12, 2017 OTC Markets Group Inc., operator of financial markets for 10,000 U.S. and global securities, announced the Company had qualified to trade on the OTCQX® Best Market. The Company began trading September 12, 2017 on OTCQX under the symbol "WEYL." U.S. investors can find current financial disclosure and Real-Time Level 2 quotes for the company on www.otcmarkets.com. The Company was sponsored for OTCQX by Joseph Gunnar & Co., LLC, a qualified third-party firm responsible for providing guidance on OTCQX requirements and recommending membership.

On Sep 26, 2017 announced that it has named Mr. Ghassan R. Saade as a strategic advisor for Weyland's expansion into the Middle East & Africa ("MEA").

On Oct 17, 2017 the Company announced that its food services pilot program has launched. In the pilot, announced in May, the Company is collaborating on developing Online-to-Offline ("O2O") applications initially targeting the food service industry.

With this pilot program and the platform developed with Faith United, the Company will begin to address one of the O2O opportunities in the region. The trial will involve ordering and fulfillment of frozen foods to food distributors in Hong Kong. Following the trial, Weyland plans to extend the platform to B2C by approaching restaurants, factory kitchens and foodstuff manufacturers to expand their reach to individual and business consumers.

On Oct 19, 2017 the Company announced the addition of Mr. John Lee to its board of strategic advisors.

Mr. Lee is joining Weyland as a strategic advisor on eSports initiatives. Mr. Lee currently serves as CEO and Co-founder of kek eSports, an Asia based company with backing from globally recognized game investors including Initial Capital and Bitkraft Ventures. In addition to his role at kek eSports, he currently serves as Strategic Advisor and Honorary Chairman in Asia for ESL, the world's largest eSports league. Mr. Lee previously served as the Chief Strategy Officer at GigaMedia, which was an early leader in the competitive gaming and eSports Asia market with select Asia market rights for titles such as Counter Strike Online, FIFA Online, Freestyle Basketball and Starcraft II. Earlier in his career, he was a senior associate at Softbank Venture Capital and an associate consultant at McKinsey & Company.

On Oct 31, 2017 the Company announced that it has entered into a memorandum of understanding ("MOU") with partner iAXCESS ("iAXCESS").

iAXCESS intends to utilize the Weyland Tech CreateApp platform for iAXCESS's m-Commerce app and will also provide the CreateApp platform on a white-label basis, as a branded app, to other industries in the MENA Region. This MOU lays the groundwork for the relationship by establishing the preliminary structural terms of the venture. The Company will provide additional details to fully memorialize an agreement.

On Nov 2, 2017 the Company announced that it is targeting the digital payments marketplace with a mobile wallet platform.

The Company's mobile wallet will be called AtozPay, which means "complete" pay in local languages and will be branded as AtoZ Pay in the Company's other markets as deployed. The Company is bringing on a team experienced in mobile wallet development to build the platform.

On Nov 7, 2017 the Company announced updates on the progress of its mobile wallet initiative first discussed on November 2, 2017.

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The Company has secured the services of a complete team in Jakarta that includes developers, marketing and sales, sales support and a general manager with 22 years of experience in tech project management to build the AtozPay team. Before agreeing to build AtozPay, the group based out of Jakarta, developed a complete mobile payments solution over the course of 14 months and ultimately advanced to $100 million in top line revenue.

On Nov 9, 2017 the Company announced that its joint venture discussions with FuntaseSports Entertainment ("Funtase"), a leading provider of eSports content and fantasy sports games in South Korea, are making significant progress and the companies have reached terms for cooperation.

The Company and Funtase are also exploring near term opportunities for deploying Funtase's platform to the Company's CreateApp users as a 'white-label' app that enables daily fantasy sports for a new, younger eSports audience on a gamified platform that will differ radically from the current draft fantasy sport market offerings.

Funtase provides gamified daily fantasy draft games for the mobile and PC platforms in the Asia market based around several of the world's leading eSports titles. Funtase and Weyland are also in discussions to provide their offerings for the non-Asia international markets.

On Nov 28, 2017 the Company announced that it has signed a new reseller agreement with HandsOn Systems.

On Dec. 12, 2017 the Company announced that its upcoming mobile wallet AtozPay has entered beta testing stage.

While the AtozPay team has focused on app development, management has been working diligently to lay the corporate infrastructure to begin formal operations.

On Dec. 22, 2017 the Company announced that it has entered into a memorandum of understanding (“MOU”) with DDBill Payment Co., LTD, the operators of China’s fourth largest payments gateway Dinpay (www.dinpay.com, English: us.dinpay.com).

Under the terms of the MOU, DDBill will assist Weyland in scaling its digital payments and wallet platforms and provide access to DDBill’s Dinpay China payments gateway.

On December 28, 2017 the Company announced that it has entered into a memorandum of understanding with TKS Ventures (dba Tokes Platform) to bring blockchain technology to Weyland’s platforms.

Under the terms of the memorandum, TKS and Weyland’s final agreement will support the purposes of:

(1) Applying and utilizing blockchain technology for payment and banking layer solutions in the unbanked demographic prevalent in Weyland's SE Asia markets;

(2) Jointly developing logistics and fulfillment solutions via the blockchain that allows for more secure tracking, compliance of transactions along the supply chain in various industries;

(3) Combining WEYL's current mobile marketplace solutions which include e-wallet and other fiat currency-based payment services with TKS’s Merchant Gateway services facilitating a two-way conversion of paper currency in jurisdictions where that is allowed; and

(4) Expanding the use of the TKS cryptocurrency into various non-cannabis industry applications by virtue of Weyland's other payment solutions.

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Plan of Operations

In addition to Weyland Tech’s focus on the ASEAN and pan-Asia markets, we have business cooperation partners with whom we develop the EU and North American markets. The CreateApp platform is offered in fourteen languages and enables SMB to create a mobile application ("app") without the need of technical knowledge, high investment and background in IT. The Company recognizes revenue on a pay to use subscription basis when our customers use our platform.

SMB can increase sales, reach more customers and promote their products and services via a simple easy to build mobile app at an affordable and cost-effective manner.

The Company believes that the strategic Cooperation agreements that were structured in late 2015, 2016 and early 2017, represent a significantly large addressable market opportunity allowing the company to generate sales and profits in a scalable manner, grow the Company's business and enhance shareholder value.

Given the nature of DIY mobile apps ("apps"), and the primary target market of SMB, a typical go-to-market strategy would have direct sales force or resellers approach SMB directly to drive revenue.

Over the past two years, the Company has evolved this model with three distinct market paths to drive recurring revenue sales. We currently do not sell software licenses and instead generate revenue through our Platform as a Service model:

A) Strategic Cooperation agreements in countries/regions where our partners are responsible for targeting SMB either through an installed base of customers or groups of Direct Sellers with a sales force encompassing SMB as end customers.

C) Digital Wallet or e-Wallet a digital financial services business, a distinguishing characteristic of GSEA compared to the United States is the substantially lower percentage of the population with bank accounts, credit cards, or debit cards. This creates the need for alternative payment methods, specifically e-wallets. GSEA is poised for its own payments transformation in much the same way that China has shifted to online payments, according to IDC. Online payments in GSEA is divided into four broad payment modes: e-wallets, such as our AtoZPay platform, credit cards, debit cards and online banking. Of these, the e-wallet mode is expected to grow the fastest over the next five years, according to IDC. Drivers for GSEA’s e-wallet industry include the mismatch between internet penetration and banking penetration, which creates a structural opportunity for e-wallets; the increasing integration of e-wallets with use cases such as online games and e-commerce; and the opportunity to offer broader digital financial services using e-wallets as a foundation.

We note that “level- one” is where our partner/reseller supports the end customers and “level-two” is where we support the partner/reseller on training and technical support. The number of customer support people that the partner/resellers has is significantly higher and more costly to maintain. We have a small team of customer support to train/provide technical guidance to the partner/resellers team leaders which they then use as a baseplate to service larger end-user base. Smaller companies are unable to provide level-one support unless they bring on a major cost center and charge for it. We do not.

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The Company recognizes revenue on a pay to use subscription basis when our customers use our platform. For the territories licensed to our distributors and on a white label basis, we derive royalty income from the end user use of our platform on a white label basis.

Need for Additional Capital

To become profitable and competitive, and execute strategic transactions, we may have to raise additional capital. If we are unable to raise additional equity capital to develop our business and continue earning revenues, we might have to suspend or cease operations and our investors may lose their investment.

We have no assurance that future financings will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop, or expand our operations. Equity financing could result in additional dilution to existing shareholders.

For the Fiscal Year Ended December 31, 2017

Liquidity and Capital Resources

On December 31, 2017, we had working capital of $2,268,794 compared with a working capital of $1,217,947 on December 31, 2016. The increase in working capital is due to deposits paid for the development of our AtoZ digital wallet of $ 1,754,333 and the payments for software development in 2017 of $ 1,485,597. Net cash utilised from operation used ($332,071) in the twelve months ended December 31, 2017. Financing activities provided $384,546 in the twelve months ended December 31, 2017.

We may not have enough working capital to complete our plan of operations. If it turns out that we have not raised enough capital to complete our anticipated business development, we will use our best efforts to raise additional funds from private placements or loans. There is no assurance that we will raise additional capital in the future or that future financings will be available to us on acceptable terms. If we require additional capital and are unable to raise it, we may have to suspend or cease operations.

Revenue Recognition

Weyland Tech’s CreateApp platform, offered as a Platform as a Service (“PaaS”), enables small-medium-sized businesses ("SMB’”) to create a mobile application ("app") without the need of technical knowledge, high investment or background in IT. The Company recognizes revenue on a pay to use subscription basis when our customers use our platform.

For the territories licensed to our distributors and on a white label basis, we derive royalty income from the end user use of our platform on a white label basis.

On September 1, 2015, Weyland Tech acquired the exclusive proprietary rights to the CreateApp M-commerce platform from Technopreneurs Resource Centre Private Limited, a Singapore Limited company ("TRC") which was satisfied by the issuance of shares in the Company in exchange for a ‘Global Exclusive Licensing’ agreement. Weyland Tech, owns the rights to the 'CreateApp’ mobile applications ("apps") platform and have also registered the www.createapp.com domain name.

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Results of Operation for the Fiscal Year ended December 31, 2017

Service Revenue

Service revenues were $ 15,578,171 and $12,942,353 for the twelve months ended December 31, 2017 and 2016, respectively. The increase is due to a push for market share for the CreateApp platform during 2017 in highly competitive emerging markets with reduced price points, as well as new subscriptions sold to existing customers and subscriptions sold directly to new customers.

Cost of Service

Cost of service was $11,267,879 and $7,817,973 for the twelve months ended December 31, 2017 and 2016, respectively. The increase reflects cost associated with an increase in our Service revenues from growth in clients served.

Other income comprise royalty fee income received from our Cooperation agreements for white label use of our CreateApp platform of $23,625 for the twelve months ended December 31, 2017 (2016: $181,391).

Operating Expenses

General and administrative: General and administrative expenses were $1,937,483 and $988,686 for the year ended December 31, 2017 and 2016, respectively. The increase reflects additional headcount to strengthen our management team hired during last quarter of 2016 as well as legal and professional costs in connection with our on-going shareholder dispute. Included in General and administrative expenses was Amortization of development cots capitalized of $351,933 (2016: $351,933)

Research and development written off was $1,889,304 during year 2017 (2016: $2,928,947).

Stock-based compensation

Stock-based compensation expenses for the twelve months ended December 31, 2017 was $ 388,650. (2016: Nil)

Net Income

The Company had a net loss of $74,282 for the twelve months ended December 31, 2017 as compared to a net profit $566,948 for the year ended December 31, 2016. The decrease in the net income is due to increase in legal and professional costs in connection with our on-going shareholder dispute, a lower margin being achieved as a result of targeting market share from second quarter in highly competitive emerging markets with reduced price points and recognition of Stock-based compensation expenses of $388,650 and a reversal of deferred tax benefits of $ 229,479.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company” (as defined by §229.10(f)(1)), the Company is not required to provide the information required by this Item.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

WEYLAND TECH INC.

INDEX TO FINANCIAL STATEMENTS

	Page
Reports of Independent Registered Public Accounting Firms	F-1

Consolidated Balance Sheets at December 31, 2017 and 2016	F-2

Consolidated Statements of Operations for year ended December 31, 2017 and 2016	F-3

Consolidated Statements of Cash Flows for the year ended December 31, 2017 and 2016	F-4

Consolidated Statements of Stockholders' Equity for the year ended December 31, 2017 and 2016	F-5

Notes to Consolidated Financial Statements	F-6

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Weyland Tech Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Weyland Tech Inc. (the “Company”) as of December 31, 2017 and 2016, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2017, and the related notes (collectively referred to as the "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, 2017 and 2016, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2017 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. 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 audits 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 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 audits 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 Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the 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 financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Centurion ZD CPA Ltd. Centurion ZD CPA Ltd. Hong Kong April 6, 2018 We have served as the Company’s auditor since 2012

F-1

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WEYLAND TECH INC. Consolidated Balance Sheets

ASSETS	December 31 2017	December 31 2016
Non-current assets
Investment in joint venture $	- $	-
Intangible assets, net	982,131	1,334,064
Total non-current assets	982,131	1,334,064
Current assets
Accounts receivables	-	-
Prepayment, deposit and other receivables	3,258,931	828,411
Deferred tax assets	-	229,479
Cash and cash equivalents	1,056,399	1,003,924
Total current assets	4,315,330	2,061,814
Total assets $	5,297,461 $	3,395,878
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	18,000	652,330
Accruals and other payables	257,508	191,537
Stock subscription payables	1,771,028	-
Total current liabilities	2,046,536	843,867
Total liabilities	2,046,536	843,867

STOCKHOLDERS' EQUITY
Common stock, $0.0001 par value,
250,000,000 shares authorized,
23,460,628 and 20,778,128 shares issued and outstanding as of December 31, 2017 and 2016, respectively	2,346	2,078
Additional paid-in capital Accumulated deficit brought forward	40,221,873 (36,973,294)	39,448,945 (36,899,012)
Total stockholder’s equity	3,250,925	2,552,011
Total liabilities and stockholders' equity $	5,297,461 $	3,395,878

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

F-2

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WEYLAND TECH INC. Consolidated Statements of Operations

	For The Years Ended December 31,	For The Years Ended December 31,
	2017	2016
15,578,171 12,942,353 Service Revenue $ $
Cost of Service	11,267,879	7,817,973
Gross Profit	4,310,292	5,124,380

Other Income	23,625	181,391
Gross Income	4,333,917	5,305,771

Operating Expenses
Depreciation and amortization	351,933	351,933
Bad debt provision	-	698,736
Research and development	1,889,304	2,928,947
General and administrative	1,937,483	988,686
Total Operating Expenses	4,178,720	4,968,302

Profit from Operations	155,197	337,469

Income tax (expense)/ benefits	(229,479)	229,479
(74,282) Net (Loss)/Profit $ $		566,948

Net (loss) profit per common share - basic and fully diluted:	(0.003)	0.031

Weighted average number of basic and fully diluted common shares outstanding	22,072,569	18,510,393

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

F-3

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WEYLAND TECH INC. Consolidated Statements of Cash Flows

	Year Ended December 31 2017 2016	Year Ended December 31 2017 2016
Cash flows from operations:
Profit/(Loss) from continuing operations $	(74,282) $	566,948
Adjustment to reconcile net profit to net cash used in operating activities:
Amortization of intangible assets	351,933	351,933
Issuance of common stock for service received	388,650	-
Bad debt provision	-	698,736
Deferred tax benefits	393,701	(229,479)
Valuation allowance	(164,222)	-
Changes in operating assets and liabilities:
Accounts receivable	-	-
Deposits and other receivables	(1,759,254)	(14,081)
Prepayment	(671,266)	(814,330)
Accounts payable	(634,330)	(566,290)
Accruals and other payables	65,971	(110,138)
Stock subscription payables	1,771,028	(147,456)
Net cash (used in)/provided by operations	(332,071)	(264,157)
Investment activities:
Investments in Indian operations	-	20,230
Purchase of intangible assets	-	(1,019,330)
Net cash (used in) investment activities	-	(999,100)
Cash flows from financing activities:
Proceeds from stock issuance	384,546	1,434,963
Net cash provided by financing activities	384,546	1,434,963
Net increased in cash and cash equivalents	52,475	171,706
Cash and cash equivalents, beginning of year	1,003,924	832,218
Cash and cash equivalents, end of year $	1,056,399 $	1,003,924
Supplemental cash flow disclosure:
Cash paid for interest expenses $	- $	-
Cash paid for income taxes $	- $	-
Non-cash transactions
Issuance of shares for services received $	388,650 $	-

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

F-4

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	WEYLAND TECH, INC *Consolidated Statements of Stockholders' Equity* Common Stock Amount Additional paid-in capital Subscriptions received Accumulated (Deficit)*	WEYLAND TECH, INC *Consolidated Statements of Stockholders' Equity* Common Stock Amount Additional paid-in capital Subscriptions received Accumulated (Deficit)*	WEYLAND TECH, INC *Consolidated Statements of Stockholders' Equity* Common Stock Amount Additional paid-in capital Subscriptions received Accumulated (Deficit)*	WEYLAND TECH, INC *Consolidated Statements of Stockholders' Equity* Common Stock Amount Additional paid-in capital Subscriptions received Accumulated (Deficit)*	WEYLAND TECH, INC *Consolidated Statements of Stockholders' Equity* Common Stock Amount Additional paid-in capital Subscriptions received Accumulated (Deficit)*	Stockholders' (Deficit)/Equity

Balance December 31, 2014	46,256,568	$ 463	$ 36,219,595	$ 1,765,855	$ (38,199,681)	$ (213,768)
(58,407) Effect of reverse split from 1,000 shares to 1 share (625,697,147)			58,407	-	-	-
Shares issued for services	1,163,600	116	23,146	-	-	23,262
Issuance of Shares	590,905,667	59,091	(52,206)	-	-	6,885
Net profit for the year	-	-	-	-	733,721	733,721

Balance December 31, 2015	12,628,688	$ 1,263	$ 36,248,942	$ 1,765,855	(37,465,960)	$ 550,100
Issuance of Shares	9,747,440	975	3,200,003	(1,765,855)	-	1,435,123
Cancelation of shares	(160) (1,598,000)					(160)
Net profit for the year	-	-	-	-	566,948	566,948
Balance December 31, 2016	20,778,128	$ 2,078	$ 39,448,945	$ -	$ (36,899,012)	$ 2,552,011
Issuance of Shares	1,370,500	137	384,409	-	-	384,546
Cancelation of shares	(10) (100,000)		10	-	-	-
Shares issued for services	1,412,000	141	388,509	-	--	388,650
Net loss for the year	-	-	-	-	(74,282)	(74,282)
Balance December 31, 2017	23,460,628	$ 2,346	$ 40,221,873	$ -	$ (36,973,294)	$ 3,250,925

*The number of shares of common stock has been retroactively restated to reflect the 1 for 1,000 reverse stock split on September 1, 2015

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

F-5

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Weyland Tech Inc. DECEMBER 31, 2017 AND 2016 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND BUSINESS DESCRIPTION

Weyland Tech, specializes in providing e-commerce solutions and services that facilitate multi-channel B2C (business-toconsumer) and B2B (business-to-business) transactions. Its solutions and services enabled e-commerce transactions with speed and efficiency, and allowed an interactive and engaging customer experience as well as targeted marketing and advertising.

The Company expects to continue development of its platform through a Cooperation agreement in Jaipur, India where costs are competitively lower than more developed countries.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The financial statements have been prepared on a historical cost basis to reflect the financial position and results of operations of the Company in accordance with the accounting principles generally accepted in the United States of America (“US GAAP”).

USE OF ESTIMATES

The preparation of the Company’s financial statements in conformity with generally accepted accounting principles of the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Actual results could differ from those estimates.

CERTAIN RISKS AND UNCERTAINTIES

The Company relies on cloud based hosting through a global accredited hosting provider. Management believes that alternate sources are available; however, disruption or termination of this relationship could adversely affect our operating results in the near-term.

SEGMENT REPORTING

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by our chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance.

The Company specializes in providing e-commerce solutions and services that facilitate multi-channel B2C (business-toconsumer) and B2B (business-to-business) transactions. We identify our reportable segments as those customer groups that represent more than 10% of our combined revenue or gross profit or loss of all reported operating segments. We manage our business on the basis of the one reportable segment e-commerce solutions and service provider. The accounting policies for segment reporting are the same as for the Company as a whole. We do not segregate assets by segments since our chief operating decision maker, or decision making group, does not use assets as a basis to evaluate a segment’s performance.

F-6

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IDENTIFIABLE INTANGIBLE ASSETS

Identifiable intangible assets are recorded at cost and are amortized over 3-10 years. Similar to tangible property and equipment, the Company periodically evaluates identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

IMPAIRMENT OF LONG-LIVED ASSETS

The Company classifies its long-lived assets into: (i) computer and office equipment; (ii) furniture and fixtures, (iii) leasehold improvements, and (iv) finite – lived intangible assets.

Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be fully recoverable. It is possible that these assets could become impaired as a result of technology, economy or other industry changes. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, relief from royalty income approach, quoted market values and third-party independent appraisals, as considered necessary.

The Company makes various assumptions and estimates regarding estimated future cash flows and other factors in determining the fair values of the respective assets. The assumptions and estimates used to determine future values and remaining useful lives of long-lived assets are complex and subjective. They can be affected by various factors, including external factors such as industry and economic trends, and internal factors such as the Company’s business strategy and its forecasts for specific market expansion.

ACCOUNTS RECEIVABLE AND CONCENTRATION OF RISK

Accounts receivable, net is stated at the amount the Company expects to collect, or the net realizable value. The Company provides a provision for allowances that includes returns, allowances and doubtful accounts equal to the estimated uncollectible amounts. The Company estimates its provision for allowances based on historical collection experience and a review of the current status of trade accounts receivable. It is reasonably possible that the Company’s estimate of the provision for allowances will change.

The Company’s CreateApp business effective 1 September 2015 is based on a nil accounts receivable balance as subscriptions are collected through a US based payment gateway on a usage basis.

As of December 31, 2017, sales included a concentration from a major customer although accounts receivable had a nil balance.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents represent cash on hand, demand deposits, and other short-term highly liquid investments placed with banks, which have original maturities of three months or less and are readily convertible to known amounts of cash.

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EARNINGS PER SHARE

Basic (loss) earnings per share is based on the weighted average number of common shares outstanding during the period while the effects of potential common shares outstanding during the period are included in diluted earnings per share.

FASB Accounting Standard Codification Topic 260 (“ASC 260”), “Earnings Per Share,” requires that employee equity share options, non-vested shares and similar equity instruments granted to employees be treated as potential common shares in computing diluted earnings per share. Diluted earnings per share should be based on the actual number of options or shares granted and not yet forfeited, unless doing so would be anti-dilutive. The Company uses the “treasury stock” method for equity instruments granted in share-based payment transactions provided in ASC 260 to determine diluted earnings per share. Antidilutive securities represent potentially dilutive securities which are excluded from the computation of diluted earnings or loss per share as their impact was antidilutive.

REVENUE RECOGNITION

The Company’s CreateApp Platform operates as a Platform as a Service (“PaaS”) by providing the infrastructure allowing users to develop their own applications and IT services, which users can access anywhere via a web or desktop browser. The Company recognizes revenue on a pay to use subscription basis when our customers use our platform. For the territories licensed to our distributors and on a white label basis, we derive royalty income from the end user use of our platform on a white label basis.

The Company maintains the CreateApp so�ware pla�orm at its own cost. Any enhancements and minor customiza�on for our resellers/distributors are not separately billed. Major new proprietary features are billed to the customer separately as Development income while re-usable features are added to the features available to all customers on subsequent releases of our pla�orm.

COST OF SERVICE

Cost of service results from 1) sales commissions to resellers 2) sourcing technical and engineering personnel in Asia on an hourly or project basis in order to customize multi-site SMB mobile apps and medium to large scale customized apps. 3) cloud based hosting services.

INCOME TAXES

The Company uses the asset and liability method of accounting for income taxes in accordance with Accounting Standards Codification (“ASC”) 740, “Income Taxes” (“ASC 740”). Under this method, income tax expense is recognized as the amount of: (i) taxes payable or refundable for the current year and (ii) future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of available evidence it is more likely than not that some portion or all of the deferred tax assets will not be realized.

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RECENT ACCOUNTING PRONOUNCEMENTS

In January 2017, the FASB has issued Accounting Standards Update (“ASU”) No. 2017-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The new guidance is intended to improve the recognition and measurement of financial instruments. The new guidance makes targeted improvements to existing U.S. GAAP by: (1) requiring equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. Requiring public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (2) Requiring separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e., securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; (3) Eliminating the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; and. (4) Requiring a reporting organization to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk (also referred to as “own credit”) when the organization has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. The new guidance is effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company does not anticipate that this adoption will have a significant impact on its financial position, results of operations, or cash flows.

In February 2017, the FASB issued ASU 2017-02, Leases (Topic 842), which supersedes the existing guidance for lease accounting, Leases (Topic 840). ASU 2017-02 requires lessees to recognize leases on their balance sheets, and leaves lessor accounting largely unchanged. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early application is permitted for all entities. ASU 2017-02 requires a modified retrospective approach for all leases existing at, or entered into after, the date of initial application, with an option to elect to use certain transition relief. he Company does not anticipate that this adoption will have a significant impact on its financial position, results of operations, or cash flows.

In April 2017, the FASB released ASU 2017-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The ASU includes multiple provisions intended to simplify various aspects of the accounting for share-based payments. While aimed at reducing the cost and complexity of the accounting for sharebased payments, the amendments are expected to significantly impact net income, EPS, and the statement of cash flows. Implementation and administration may present challenges for companies with significant share-based payment activities. The ASU is effective for public companies in annual periods beginning after December 15, 2017, and interim periods within those years. The Company does not anticipate that this adoption will have a significant impact on its financial position, results of operations, or cash flows.

In April 2017, FASB issued Accounting Standards Update No. 2017-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. The amendments clarify the following two aspects of Topic 606: (a) identifying performance obligations; and (b) the licensing implementation guidance. The amendments do not change the core principle of the guidance in Topic 606. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements in Topic 606. Public entities should apply the amendments for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein (i.e., January 1, 2018, for a calendar year entity). Early application for public entities is permitted only as of annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. The Company does not anticipate that this adoption will have a significant impact on its financial position, results of operations, or cash flows.

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In May 2017, the FASB issued ASU No. 2017-11 Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815); Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2017 EITF Meeting, which is rescinding certain SEC Staff Observer comments that are codified in Topic 605, Revenue Recognition, and Topic 932, Extractive Activities—Oil and Gas, effective upon adoption of Topic 606. The Company does not anticipate that this adoption will have a significant impact on its financial position, results of operations, or cash flows.

In May 2017, FASB issued ASU No. 2017-12—Revenue from Contracts with Customers (Topic 606); Narrow-Scope Improvements and Practical Expedients, which is intended to not change the core principle of the guidance in Topic 606, but rather affect only the narrow aspects of Topic 606 by reducing the potential for diversity in practice at initial application and by reducing the cost and complexity of applying Topic 606 both at transition and on an ongoing basis. The Company does not anticipate that this adoption will have a significant impact on its financial position, results of operations, or cash flows.

In August 2017, the FASB issued ASU No. 2017-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, to provide guidance on the presentation and classification of certain cash receipts and cash payments on the statement of cash flows. The guidance specifically addresses cash flow issues with the objective of reducing the diversity in practice. The guidance will be effective for the Company in fiscal year 2018, but early adoption is permitted. The Company does not anticipate that this adoption will have a significant impact on its financial position, results of operations, or cash flows.

In October 2017, the FASB issued ASU No. 2017-17, Consolidation (Topic 810): Interest Held through Related Parties That Are under Common Control, to provide guidance on the evaluation of whether a reporting entity is the primary beneficiary of a VIE by amending how a reporting entity, that is a single decision maker of a VIE, treats indirect interests in that entity held through related parties that are under common control. The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company does not anticipate that this adoption will have a significant impact on its financial position, results of operations, or cash flows.

In November 2017, the FASB issued ASU No. 2017-18, "Statement of Cash Flows: Restricted Cash". The amendments address diversity in practice that exists in the classification and presentation of changes in restricted cash on the statement of cash flows. The amendment is effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company does not anticipate that this adoption will have a significant impact on its financial position, results of operations, or cash flows.

The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on results of operations, financial condition, or cash flows, based on current information.

NOTE 3 - INTANGIBLE ASSETS

As of December 31, 2017 and 2016, the company has the following amounts related to intangible assets:

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	As of December 31,	As of December 31,
	2017	2016
Software acquired $	1,764,330 1,764,330 $
Other intangible assets	5,000	5,000
	1,769,330	1,769,330
Less: accumulated amortization	(787,199)	(435,266)
Net intangible assets $	982,131 1,334,064 $

No significant residual value is estimated for these intangible assets. Amortization expense for the years ended December 31, 2017 and 2016 totaled $351,933 and $351,933, respectively.

The remaining amortization period of the Company’s amortizable intangible assets is approximately 2.67 years as of December 31, 2017. The estimated future amortization of the intangible assets is as follows:

For the years ending December 31,	Estimated Amortization Expenses
2018	$268,600
2019	101,933
2020	101,933
2021	101,933
Thereafter	407,732
Total	982,131

NOTE 4 - THE JOINT VENTURE

On November 26, 2015, the Company and Ranosys Technologies Pvt. Ltd (“Ranosys”) agreed to enter into the Joint Venture through CreateApp India Pvt Ltd. (“CreateApp”), an India limited liability company of which the Company and Ranosys are 50% members. The results of operations of CreateApp from November 26, 2015 were not material. The Joint Venture was claimed to be not successful subsequently and changed into strategic software development cooperation.

NOTE 5 – ACCRUALS AND OTHER PAYABLE

Accruals and other payable consisted of the following:

	As of December 31,	As of December 31,
	2017	2016
Accruals $	247,449 $ 177,949
Other payables	10,059	13,588
$	257,508 $ 191,537

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NOTE 6 - STOCKHOLDERS’ EQUITY

Common Shares

As of December 31, 2017 and 2016, authorized common shares of the Company consists of 250,000,000 shares with par value of $0.0001 each.

Issuance of Common Stock

During the period from January 1, 2015 to June 8, 2015, 580,067,155 shares with par value of $0.0001 per share were issued to various stockholders.

During the period from September 2, 2015 to December 31, 2015, 1,163,600 shares with par value of $ 0.0001 per share were issued for legal and professional services, and 10,838,764 shares with par value of $ 0.0001 per share were issued to various stockholders.

During the year ended December 31, 2016, 9,747,440 shares with par value of $ 0.0001 per share were issued to various stockholders.

During the year ended December 31, 2017, 1,412,000 shares with par value of $ 0.0001 per share were issued for consultancy services received and 1,370,500 shares with par value of $0.0001 per share were issued to various stockholders.

Cancellation of Common Stock

During the year ended December 31, 2016, 1,598,000 shares with par value of $0.0001 per share were cancelled by various stockholders.

During the year ended December 31, 2017, 100,000 shares with par value of $0.0001 per share were cancelled by various stockholders.

Employee Stock Option Plan

The Company has a stock option and incentive plan, the “Stock Option Plan”. The exercise price for all equity awards issued under the Stock Option Plan is based on the fair market value of the common share price which is the closing price quoted on the Pink Sheets on the last trading day before the date of grant. The stock options generally vest on a monthly basis over a two-year to three-year period, and have a five year life.

Stock-Based Compensation

A summary of the Company’s stock option activity during the year ended December 31, 2017 is presented below:

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	Number of options Weighted Average Exercise Price Weighted Average Grant-date Fair Value Weighted Average Remaining Contractual Life(Years) Aggregate Intrinsic Value
Options Outstanding, December 31, 2014	250,000 0.6 2.8 0.67 $0
Less: Option expired	(250,000) 0.6 2.8
Options Outstanding , December 31, 2015	- - - - -
Options Outstanding , December 31, 2016	- - - - -
Options Outstanding , December 31, 2017	- - - - -

All options outstanding are fully expired as of December 31, 2017. No new options were granted in the fiscal year 2017 or 2016.

NOTE 7 – (LOSS)/EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per common share for the year ended December 31, 2017 and 2016, respectively:

Numerator - basic and diluted Net (loss)/profit $ Denominator Weighted average number of common shares outstanding —basic and diluted (Loss) Profit per common share — basic and diluted $	For the Years Ended December 31, 31,	For the Years Ended December 31, 31,
	2017	2016

	(74,282) 566,948 $

	22,072,569	18,510,393
	(0.003) $	0.031

NOTE 8 - INCOME TAXES

The Company and its subsidiaries file separate income tax returns.

The United States of America

Weyland Tech, Inc. is incorporated in the State of Delaware in the U.S., and is subject to a gradual U.S. federal corporate income tax of 21%. The Company generated taxable income for the year ended December 31, 2017 and 2016, and which is subject to U.S. federal corporate income tax rate of 21% and 34%, respectively.

Hong Kong

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Weyland Tech Limited is incorporated in Hong Kong and Hong Kong’s profits tax rate is 16.5%. Weyland Tech Limited did not earn any income that was derived in Hong Kong for the years ended December 31, 2017 and 2016, and therefore, Weyland Tech Limited was not subject to Hong Kong profits tax.

The Company’s effective income tax rates were 21% and 34% for the years ended December 31, 2017 and 2016, respectively. Income tax mainly consists of foreign income tax at statutory rates and the effects of permanent and temporary differences.

	For theyear ended December 31,	For theyear ended December 31,
	2017	2016

U.S. statutory tax rate	21.0%	34.0%
Hong Kong profit tax rate	16.5%	16.5%
Foreign income not registered in the Hong Kong	(16.5%)	(16.5%)
Others	0.0%	0.0% 34.0%
Effective tax rate	21.0%

As of December 31, 2017 and 2016, the Company has a deferred tax asset of nil and $229,479, resulting from certain net operating losses in U.S., respectively. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which those net operating losses are available. The Company considers projected future taxable income and tax planning strategies in making its assessment. At present, the Company concludes that it is more-likely-than-not that the Company will be able to realize all of its tax benefits in the near future and therefore a valuation allowance has been provided for the full value of the deferred tax asset. A valuation allowance will be maintained until sufficient positive evidence exists to support the reversal of any portion or all of the valuation allowance. As of December 31, 2017 and 2016, the valuation allowance was $550,741 and $714,964, respectively. Change of -$164,223 and $714,964 in the valuation allowance for the year ended December 31, 2017 and 2016 respectively.

	As of December 31,	As of December 31,
	2017	2016
Deferred tax asset from operating losses carry- forwards $	550,741 $	944,443
Valuation allowance	(550,741)	(714,964)
Deferred tax asset, net $	- $	229,479

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NOTE 9 – COMMITMENTS AND CONTINGENCIES

Operating lease

Other than the lease of the Company’s current executive offices are located at, 85 Broad Street, 16-079, New York, NY 10004. at $820 per month, the Company did not have any operating lease as of December 31, 2017.

Legal proceedings

Other than as disclosed in Part I, Item 3 of the Company’s 10-K above, as of December 31, 2017, the Company is not aware of any material outstanding claim and litigation against them.

NOTE 10 – SUBSEQUENT EVENTS

On March 14, 2018 The Company confirmed that it has received a non-binding acquisition proposal from its recently announced strategic partner, China’s DDBill Payment Co., Ltd (“DDBill”) which operates China’s fourth largest payments gateway Dinpay (www.dinpay.com, English: us.dinpay.com) and Dinpay Technology Group Ltd. (“DTG”).

The two companies, having spent the past three months working with Weyland on joint collaboration on expanding DDBill and DTG’s product and service offering beyond China’s borders and evaluating the Indonesia e-Wallet market, have concluded that an acquisition of the Company would benefit all groups, including Weyland Shareholders.

DDBill and DTG’s Core business coverage is third-party payment technology / solution provider for :

Cross border WeChat business / solution provider
Cross border Alipay business / solution provider
VISA / master card products & solutions
Online payment gateway solutions

The Board of Directors will carefully evaluate this proposal and other potential alternatives, including continued operations as an independent organization, in alignment with its longstanding commitment to maximize shareholder value. The Company cautions its shareholders and others considering trading in its securities that there can be no assurance that any definitive offer will be made by DDBill and DTG, if made, at what price or other terms, that any agreement will be executed or that a transaction in response to these proposals or that any other transaction will be approved or consummated. The Company does not undertake any obligation to provide any updates with respect to these proposals or any other proposal, except as required under applicable law.

On March 28, 2018 the Company announced the launch of the ENable mobile commerce and logistics platform with its Strategic Partner, DPEX Worldwide (“DPEX”). The result of the strategic partnership announced in December 2016, the official launch of ENable is the culmination of over a year of integration of Weyland’s CreateApp technologies with DPEX’s logistics and shipping platform.

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ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

None

ITEM 9A(T). CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Annual Report on Form 10-K, management performed, with the participation of our Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to management including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and no evaluation of controls and procedures can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2017.

Annual Report of Management on Internal Control over Financial Reporting

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of

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compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Management has conducted, with the participation of the Chief Executive Officer and Chief Financial Officer, an assessment, including testing of the effectiveness, of our internal control over financial reporting as defined in Rule 13(a)-15(f) under the Exchange Act as of December 31, 2017. Management’s assessment of internal control over financial reporting was conducted using the criteria in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on that assessment, management has concluded that the Company’s internal control over financial reporting is effective.

There have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2017 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

As a smaller reporting company, the Company is not required to include in this Annual Report a report on the effectiveness of internal control over financial reporting by the Company’s independent registered public accounting firm.

ITEM 9B. OTHER INFORMATION

None.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Directors, Executive Officers and Significant Employees

The following table sets forth certain information regarding the members of our Board of Directors, executive officers and our significant employees as of March 31, 2017:

Name	Age	Positions and Offices Held
Brent Suen	51	President, Chief Executive Officer, Director and Secretary
Lionel Choong	56	Acting Chief Financial Officer and Director
Eddie Foong	45	Chief Operating Officer and Director
Thet Twe Aung	32	Chief Technology Officer
Matthew Burlage	55	Independent Non-Executive Board Member
Ross O'Brien	50	Independent Non-Executive Board Member
Brett Lay	56	Independent Non-Executive Board Member
Jon Najarian	54	Independent Non-Executive Board Member

Brent Suen (age 51) has been President & Chief Executive and Financial Officer of the Company since November 19, 2014, and a director of the Company since November 19, 2014. Mr. Suen has 27 years of experience in the investment banking industry. He attended Westminster receiving his BA in Finance. He began his career in merger arbitrage at Bear Stearns in 1988, at the age of 20, as the firms’ youngest hire. In 1993, he founded Axis Trading Corp., one of the first online platforms for stock trading and subsequently sold it to a division of Softbank in 1996. In 1997, he co-founded Elevation Capital which invested in and advised Silicon Valley based companies on IPO’s, mergers and acquisitions, strategic partnerships and fund raising. In 2003 Brent moved to Hong Kong and China where he established Bay2Peak S.A. Bay2Peak has invested in and advised over fifty companies which include Internet, software, renewable energy and life science companies. From 2006 to 2008 he also advised IRG TMT Asia Fund on private and public investments. In 2012 Brent served as advisor to McLarty Group and Citibank Venture Capital on a sale/leaseback program valued at $160 million leading to the eventual sale of the company for $630 million. For the past six years, Brent led the start-up and management of Empirica S.A., a security/intelligence and frontier markets focused advisory firm operating in Asia, the Middle East, Africa and Central Asia.

Lionel Choong (age 56) has been acting Chief Financial Officer since July 17, 2015. In addition, Mr. Choong was the Vice Chairman of the Board and a director of Emerson Radio Corp. (NYSE: MSN) from November 2013 to June 2017. Mr. Choong was acting Chief Financial Officer of Global Regency Ltd., between April 2009 and June 2015 and remains as a consultant thereafter. Mr. Choong is a consultant for Zenith Professionals Ltd., a position he has held since August 2004 and Board Advisor to Really Sports Co., Ltd., a position he has held since June 2013. Mr. Choong has a wide range of experience in a variety of senior financial positions with companies in China, Hong Kong SAR, and London, UK. His experience encompasses building businesses, restructuring insolvency, corporate finance, and initial public offerings in a number of vertical markets, including branded apparel, consumer and lifestyle, consumer products, pharmaceuticals, and logistics. From June 2008

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to May 2011, Mr. Choong was acting Chief Financial Officer of Sinobiomed, Inc. (now Weyland Technology, Inc.). Mr. Choong is a fellow member and holds a corporate finance diploma from the Institute of Chartered Accountants in England and Wales. He is also a CPA and practicing member of the Hong Kong Institute of Certified Public Accountants and a member of the Hong Kong Securities Institute. Mr. Choong holds a Bachelor of Arts in Accountancy from London Guildhall University, UK, and a Master of Business Administration from the Hong Kong University of Science and Technology and the Kellogg School of Management at Northwestern University.

Based on Mr. Choong’s background in accounting, business and corporate finance, the Board believes that he is well qualified to serve as a director and acting Chief Financial Officer of the Company.

Eddie Foong (age 45), Chief Operating Officer, is the founder and creator of CreateApp, and has over 17 years of experience in IT, sales and marketing and operations. He was involved in a RFID technology company that developed and changed Singapore National Library Books borrowing system islandwide. He previously headed the sales and marketing department of Info. Technology within MNCs and government agencies. He graduated with a Class 1 BEng Honours Degree and IBM Award holder from University of Strathclyde, U.K.

Thet Twe Aung (age 32), is the Chief Technology Officer of the Company. Spending 10 years in software development industries, Thet has in-depth knowledge in various development methodologies, software design patterns, data modeling and hands-on experience with mobile/web programming, socket programming, frameworks, SDKs and APIs. In 2015, he founded and served as a CEO of Escape Pixel, a digital startup in Singapore that provides customized digital solutions to enterprises and businesses. With vision to shape the future of its community, he is also an active contributor/developer of many open source software projects which advance linguistic evolution, localization, and cognition. Thet holds a Bachelor of Science with honors degree in Business Computing and Information Technology from the University of Wales, Prifysgol Cymru.

Matthew Burlage (age 55) Independent, non-executive Board Member, has spent the last three decades involved in financing and advising Asia’s leading corporations, government enterprises and financial institutions and has been involved in some of the most ground-breaking transactions in Asia, particularly in the telecom, media and technology (TMT) sectors.

In 2000, Matt co-founded IRG, a boutique financial advisory and investment firm focused on the core growth sectors in Asia. He advises Asian and global corporates, private equity funds, hedge funds and sovereign wealth funds on a range of transactions including mergers, acquisitions, corporate restructurings, and debt capital and equity capital financings. He is also responsible for the firm’s investment strategy and management of its proprietary capital.

Before co-founding IRG, Matt was a Managing Director and Head of Industry Groups at Lehman Brothers in Hong Kong where he created the first and largest dedicated TMT industry group at an investment bank in Asia in the early 1990s. He has been an adviser on capital raisings, equity/debt financings and merger and acquisition strategy to Asia’s leading companies in Japan, Singapore, Hong Kong, Indonesia, China, Thailand, Taiwan, and South Korea, as well as to global telecommunications operators in Europe and the US.

Matt was ranked Number One in ex-Japan Corporate Asia, and Number Two in Corporate Asia, by Institutional Investor, and is a member of Institutional Investor’s Top 20 Global E-Finance Elite for Asia and Europe.

He has a MBA from Harvard Business School and a Bachelor of Arts from Yale University, and attended the Japanese Language Institute of Sophia University.

Ross O'Brien (age 50), Independent, non-executive Board Member, is an analyst, writer, presenter, and consultant focused on the economies and business environments of the Asia-Pacific, with over 25

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years of experience in the region. His analysis surrounds Asia’s Innovation Economy—the intersection of information technology and the region’s broader society and economy. For nine years he was Director of the Economist Corporate Network, a membership-based business advisory programme for senior executives of multinationals in Asia.

Based in Hong Kong for over 19 years, Ross has an AB in Asian Studies and Anthropology from Dartmouth College (1989), and an MBA from the University of California at Berkeley’s Haas School (1996). He is conversant and literate in Mandarin and Indonesian.

Currently, and beginning in 2003, Ross was Managing Director of the Hong Kong operations of Intercedent Asia, a regionwide partnership of B2B market consultants, which provides research-based market entry and positioning advice in several verticals across Asia. Ross' practice focuses on market entry strategies for telecoms and IT companies, in managed services and wireless solutions. His client work involved extensive research work in over a dozen economies in Asia, including extended field research in China, Indonesia, Vietnam and Bangladesh.

Ross was also for many years an analyst and Asian research director for Pyramid Research (once a subsidiary of the Economist Intelligence Unit, now a division of Progressive Digital Media) a telecoms advisory firm providing forecasts and analysis on infrastructure and services markets in emerging markets. Ross worked for Pyramid in the US, Singapore and Hong Kong.

Ross has also served as a Research Director of Advisory Services for Strategic Intelligence, a venture-funded economic analysis firm with an emphasis on Internet-based delivery of analysis and forecasts on ‘new economy’ industries and markets in Asia. From 1996 to 1998, he was a consultant in AT&T Solutions' operational process improvement practice, serving financial services and telecoms clients in China and Indonesia, including a yearlong project overseeing customer care service process improvement for PT Telkom, based in Bandung.

Brett Lay (age 56) Independent, non-executive Board Member, is the former Chief Financial Officer of Pacnet Limited, AsiaNetcom, and Pacific Internet from February 2007 to April 2015. A seasoned successful business executive with 28 years of operating experience including 15 years as a Chief Financial Officer for both private and public companies. Acted as interim CEO during transition phases. A member of the board of directors working with private equity owners to grow and harvest their investments. Over 18 years of work experience in Asia while residing in Singapore and Hong Kong. Active member of the board of directors for joint ventures in China, India, South Korea, and Philippines. Originated and completed the successful execution of several mergers and acquisitions, including the post integration efforts.

Brett has been a company officer in diverse sized organizations including; a large corporation (NYSE $62 billion), a startup company taking it from an idea to now a component of a $14 billion NASDAQ public company, and recently completed the sale of Pacnet to Telstra for $750M. Created multiple financing programs including equity origination, senior bank facilities, high yield bond facilities, and lines of vendor credit. Created, maintained and restructured debt programs, operating environments, shareholder equity structures, vendor relationships, and bank facilities. Reviewed multiple financing structures to meet shareholder objectives including IPO, REIT spinoff, asset trust structures, and minority investments. Managed a large finance workforce over a widespread diversified region. Actively managed P&L performance and operating results. Created and implemented a corporate restructuring that included the downsizing of the workforce by nearly 30% and reducing annual SG&A expenses by $25 million. Managed shareholder relationships including large private equity groups to meet their financial objectives.

Brett has his Masters of Science Finance and Masters of Science Management, from the University of Colorado, Denver.

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Jon Najarian (age 54) Independent, non-executive Board Member Jon ‘DRJ’ Najarian was linebacker for the Chicago Bears before he turned to another kind of contact sport – trading on the Chicago Board Options Exchange.

He became a member of the CBOE, NYSE, CME and CBOT and worked as a floor trader for some 25 years. In 1990 he founded Mercury Trading, a market-making firm at the Chicago Board Options Exchange (CBOE), which he sold in 2004 to Citadel, one of the world’s largest hedge funds. In 2005 Jon co-founded optionMONSTER and tradeMONSTER – both were acquired in 2014 by private equity firm General Atlantic Partners. Today, he is a professional investor, money manager and media analyst.

Jon developed and patented trading applications and algorithms used to identify unusual activity in stock, options, and futures markets. optionMONSTER, an options news and education site, was described by Securities Industry News as “content king of the options business”.

For years tradeMONSTER has been rated “Best for Options Traders” by Barron’s and was the first online broker to deploy streaming, desktop-like trading in a web browser.

In 2016 Jon and Pete co-founded Najarian Advisors, a company advising institutional investors on options strategies.

The brothers invest in and work with start-ups via Rebellion Partners, a venture consulting firm they launched in 2015.

Jon can be seen weekly on CNBC, where he is cast member of the “Halftime Report” and the “Fast Money” show. He is also the feature of the “DRJ Report” on CBOE-TV, the exchange’s popular webcast.

Family Relationships

There are no family relationships between any of the Company’s directors or executive officers.

Involvement in Certain Legal Proceedings

We are not aware of any material legal proceedings that have occurred within the past five years concerning any director, director nominee, or control person which involved a criminal conviction, a pending criminal proceeding, a pending or concluded administrative or civil proceeding limiting one’s participation in the securities or banking industries, or a finding of securities or commodities law violations.

Section 16(a) Beneficial Ownership Reporting Compliance

Under U.S. securities laws, directors, certain executive officers and persons holding more than 10% of our common stock must report their initial ownership of the common stock, and any changes in that ownership, to the SEC. The SEC has designated specific due dates for these reports.

Code of Ethics

At the present time, the Company has not adopted a code of ethics. The Company intends to adopt a code of ethics in the near future.

Audit Committee

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The Company’s audit committee consists of the three independent non-executive directors Messrs. Matt Burlage, Ross O’Brien and Brett Lay. Mr. Burlage is the Chairman of the Audit Committee.

The Company adopted an Audit Committee Charter and Audit Committee Procedures for Whistleblowers on May 22, 2007, which were filed as exhibits 99.1 and 99.2 to the Form 10-QSB filed with the SEC via EDGAR on August 14, 2007, and are incorporated by reference herein.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named persons for services rendered in all capacities during the noted periods. No other executive officer received total annual salary and bonus compensation in excess of $100,000:

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock awards ($)	Option awards ($)	All other Compensation ($)	Total ($)
Brent Suen President, CEO & Director	2015 2016 2017	$9,000 $60,000 $60,000	- - -	$5,120 - -	- - -	- - -	$14,120 $60,000 $60,000
Lionel Choong	2015 2016 2017	$27,167 $60,000 $60,000	- - -	$$3,840 - -	- - -	- - -	$31,007 $60,000 $60,000
Eddie Foong	2015 2016 2017	$- $60,000 -	- - -	- - -	- - -	- - -	$- $60,000 -
Thet Twe Aung	2015 2016 2017	$- $60,000 $60,000	- - -	- - -	- - -	- - -	$- $60,000 $60,000

Narrative Disclosure to the Summary Compensation Table

See Note 5 to the financial statements as of December 31, 2017 for description of the terms of Stock Option grants and the methods and assumptions used to determine fair value of Option Awards.

Retirement Benefits and Change of Control

Not Applicable.

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Director Compensation

The following table discloses the compensation of the directors of the Company for the Company’s fiscal year ended December 31, 2017 (unless already disclosed above):

Name	Fees earned or paid in cash ($)	Stock awards ($)	Option awards ($)	Deferred Compensation earnings ($)	All other Compensation ($)	Total ($)
Matthew Burlage	-	-	-	-	-	-
Ross O'Brien	-	-	-	-	-	-
Brett Lay	-	-	-	-	-	-
Jon Najarian	-	-	-	-	-	-

Summary of Director Agreements

In December 2015 the Company entered into Director Agreements with Messrs. O’Brien, Burlage and Lay, pursuant to which, as serving in the capacity of independent, non-executive Board Directors, they would receive shares of common stock in the Company in the amount of 100,000 shares per year. The Director Agreements have not been finalized and as such, Director Compensation is excluded from the Company’s financial statements.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information as of March 31, 2018 (the “Determination Date”), with respect to the Company’s directors, Named Executive Officers, and each person who is known by the Company to own beneficially, more than five percent (5%) of the Company’s Common Stock, and with respect to shares owned beneficially by all of the Company’s directors and executive officers as a group. Common Stock not outstanding but deemed beneficially owned by virtue of the right of an individual to acquire shares within 60 days is treated as outstanding only when determining the amount and percentage of Common Stock owned by such individual. Except as noted, each person or entity has sole voting and sole investment power with respect to the shares shown. Unless otherwise specified, the address of each of the persons set forth below is in care of Weyland Tech Inc., 85 Broad Street, 16-079, New York, NY 10004

As of the Determination Date, there are 26,795,006 shares of Common Stock issued and outstanding.

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Name of Beneficial Owner	Position	Amount and Nature of Beneficial Ownership
Brent Suen	Chief Executive Officer	712,000
Lionel Choong	Acting Chief Financial Officer	394,000
Eddie Foong	Chief Operating Officer	2,000,000
Directors and Officers as a group (3 persons)		2,806,000
Notes: (1) Beneficial ownership of Common Stock has been determined for this purpose in accordance with Rule 13d-3 under the Exchange Act, under which a person is deemed to be the beneficial owner of securities if such person has or shares voting power or investment power with respect to such securities, has the right to acquire beneficial ownership within 60 days or acquires such securities with the purpose or effect of changing or influencing the control of the Company.

Securities Authorized for Issuance Under Equity Compensation Plans

See “ Item 5. Market For Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - Securities Authorized for Issuance Under Equity Compensation Plans ” above.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Transactions with Related Persons

None of our directors, director nominees or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates (other than compensation described under Item 11, “Executive Compensation”) since the beginning of our 2017 fiscal year which are required to be disclosed pursuant to the rules and regulations of the SEC.

Director Independence

According to their respective Directors and Officers annual questionnaire, Messrs. Matthew Burlage, Ross O'Brien and Brett Lay, are considered independent, non-executive board directors.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table discloses the fees billed by our auditor in connection with the audit of the Company’s annual financial statements for the years ended December 31, 2017 and 2016.

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Financial Statements for Year Ended December 31	Audit Fees(1)	Audit Related Fees(2)	Tax Fees(3)	All Other Fees(4)
2016	$30,000	-	-	-
2017	$35,000	-	-	-
Notes: (1) The aggregate fees billed for the fiscal year for professional services rendered by the principal accountant for the audit of the Company’s annual financial statements and review of financial statements included in the Company’s Form 10-Qs or services that are normally provided by the accountant in connection with statutory and regulatory engagements for that fiscal years. (2) The aggregate fees billed in the fiscal year for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported in Note 1. (3) The aggregate fees billed in the fiscal year for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. (4) The aggregate fees billed in the fiscal year for the products and services provided by the principal accountant, other than the services reported in Notes (1), (2) and (3).

Audit Committee’s Pre-Approval Practice

Our audit committee pre-approves all audit services to be performed by our independent registered public auditor.

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENTS

Financial Statements

The financial statements are set forth under Item 8 of this annual report on Form 10-K. Financial statement schedules have been omitted since they are either not required, not applicable, or the information is otherwise included.

Exhibits

Exhibit No. Description of Exhibit	Exhibit No. Description of Exhibit
	3.1 Certificate of Amendment to the Certificate of Incorporation of the Company (incorporated by reference to Schedule 14C Information of the Company filed on September 1, 2015)
	31.1* Certificate pursuant to Rule 13a-14(a)
	31.2* Certificate pursuant to Rule 13a-14(a)
	32.1* Certificate pursuant to 18 U.S.C. Section 1350
	32.2* Certificate pursuant to 18 U.S.C. Section 1350
	Notes:
	* Filed herewith

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SIGNATURES

==> picture [192 x 77] intentionally omitted <==

Weyland Tech, Inc. (Registrant) By: /s/ Brent Y. Suen Brent Y. Suen President and Chief Executive Officer (Principal Executive Officer)

ehalf of	the Company and in the capacities and on the dates indicated:
	Signature Title Date
	/s/ Brent Y. Suen Brent Y. Suen President and Chief Executive Officer (Principal Executive Officer) April 17, 2018

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10-K 1 weyl10k_123118apg.htm WEYL 10-K 12/31/18

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal years ended December 31, 2018 or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to _ to ___ Commission File Number: 000-51815

WEYLAND TECH INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

46-5057897

(I.R.S. Employer Identification No.)

85 Broad Street, 16-079 New York, NY 10004

(Address of principal executive offices, including Zip Code)

(808) 829-1057

(Registrant’s telephone number, including area code)

Securities registered under Section 12 (b) of the Exchange Act: None

Securities registered under Section 12 (g) of the Exchange Act: Common stock, $0.0001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ] Yes [X] No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [X] No

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[X] Yes [ ] No

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] Emerging Growth Company [_]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). [ ] Yes [X] No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates 19,481,155 shares) computed by reference to the price at which the common equity was last sold ($1.76) as of the last business day of the registrant’s most recently completed second fiscal quarter (June 30, 2018): $34,286,832. As of April 10, 2019, the registrant had 39,648,464 shares of common stock issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE : None

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Table of Contents
	Page
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	iv
USE OF TERMS	iv
PART I	1
Item 1. Business	1
Item 1A. Risk Factors	8
Item 1B Unresolved Staff Comments	12
Item 2. Properties	12
Item 3. Legal Proceedings	12
Item 4. Mine Safety Disclosures	13
PART II	14
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	14
Item 6. Selected Financial Data	16
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	20
Item 8. Financial Statements and Supplementary Data	20
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	21
Item 9A. Controls and Procedures	21
Item 9B. Other Information	22
PART III	23
Item 10. Directors, Executive Officers and Corporate Governance	23
Item 11. Executive Compensation	29
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	29
Item 13. Certain Relationships and Related Transactions, and Director Independence	30
Item 14. Principal Accounting Fees and Services	31
PART IV	33
Item 15. Exhibits, Financial Statement Schedules	33
SIGNATURES	34

iii

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This annual report on Form 10-K and other reports that we file with the SEC contain statements that are considered forward-looking statements. Forward-looking statements give the Company’s current expectations, plans, objectives, assumptions or forecasts of future events. All statements other than statements of current or historical fact contained in this annual report, including statements regarding the Company’s future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plans,” “potential,” “projects,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” and similar expressions. These statements are based on the Company’s current plans and are subject to risks and uncertainties, and as such the Company’s actual future activities and results of operations may be materially different from those set forth in the forward-looking statements. Any or all of the forward-looking statements in this annual report may turn out to be inaccurate and as such, you should not place undue reliance on these forward-looking statements. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs. The forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and assumptions due to a number of factors, including:

Our ability to raise capital, which in turn is related to the performance of our stock price and liquidity;
dependence on key personnel;
competitive factors;
continued growth of mobile app markets;
the operation of our business; and
general economic conditions in the ASEAN, Asia-Pacific Region and in the United States.

USE OF TERMS

Except as otherwise indicated by the context, all references in this report to:

“Weyland Tech,” “Company,” “we,” or “our,” unless the context otherwise requires, are to Weyland Tech Inc. and all its subsidiaries that may exist from time to time;
“SEC” are to the United States Securities and Exchange Commission;
“Securities Act” are to the Securities Act of 1933, as amended;
“Exchange Act” are to the Securities Exchange Act of 1934, as amended; and
- “U.S. dollar,” “USD,” “US$” and “$” are to the legal currency of the United States.

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PART I

Item 1. Business

Overview

Weyland Tech’s core platform, offered as a Platform as a Service (“PaaS”) also referred to under the brand name “CreateApp”, enables small-medium-sized businesses ("SMB") to create a mobile application ("app") without the need of technical knowledge, high investment or background in IT. The Company recognizes revenue on a pay to use subscription basis when our customers use our platform.

We believe that SMBs can increase sales, reach more customers and promote their products and services via a simple easy to build mobile app at an affordable price and in a cost-effective manner.

Weyland Tech, Inc. is focused on mobile commerce enablement via our enhanced platform built in 2017 and, offered on a Platform-as-a-Service (“PaaS”) basis, and the company’s e-wallet initiative. Recent product launches with our strategic partners DPEX (Indonesia), BGT (Thailand), Augicom/Orange (France) are representative of the PaaS platform strategy and product offering.

As a result, the Company’s core product has evolved over the course of 2017 and 2018 to capitalize on the immediate opportunity for developing a larger network of valuable users and merchants by developing services that will enable the adoption of mobile commerce across Greater South East Asia. The platform enhancements have taken the Company’s technology from a standalone DIY app builder to an enhanced platform built to enable mobile commerce.

In 2018, Weyland focused on scaling this business model by continuing to develop and expand strategic partnerships that would increase the number of users and merchants available to users of the Company’s products on a Platform-as-a-Service (“PaaS”) basis. These efforts expanded on the success of recent product launches representative of the PaaS platform strategy and product offerings with our strategic partners DPEX (Indonesia), BGT (Thailand), and Augicom/Orange (France). And after extensive discussions with our partners, management believes that supporting these initiatives through deeper engagement, interaction and co-marketing/sales substantially benefited the Company in 2018 and beyond.

The Company is also pleased to report that its late 2017 e-wallet initiative, AtozPay, has surpassed expectations since its launch, achieving stronger than anticipated customer traction with limited marketing expense. With the AtozPay e-wallet, the Company created a ‘consumer facing’ product offering that supports the PaaS strategy developed by the enhancements to the CreateApp platform and enables Weyland to drive higher monetization on those platforms by providing payments capabilities.

Digital Wallet or eWallet a digital financial services business, a distinguishing characteristic of Greater South East Asia (“GSEA”) compared to the United States is the substantially lower percentage of the population with bank accounts, credit cards, or debit cards. This creates the need for alternative payment methods, specifically e-wallets.

GSEA is poised for its own payments transformation in much the same way that China has shifted to online payments, according to IDC. Online payments in GSEA is divided into four broad payment modes: e-wallets, such as our AtoZPay platform, credit cards, debit cards and online banking. Of these, the e-wallet mode is expected to grow the fastest over the next five years, according to IDC. Drivers for GSEA’s e-wallet industry include the mismatch between internet penetration and banking penetration, which creates a structural opportunity for e-wallets; the

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increasing integration of e-wallets with use cases such as online games and e-commerce; and the opportunity to offer broader digital financial services using e-wallets as a foundation.

AtozPay officially exited the closed beta environment on May 23, 2018 and officially launched for business.

AtozPay is designed to be a robust, universal payment platform therefore its growth is not limited to the Company’s PaaS customers alone.

On April 23, 2018, the Company participated in the incorporation of a company in Indonesia, PT Weyland Indonesia Perkasa (“WIP’), an Indonesian limited liability company of which the Company held a 49% equity interest with the option to purchase an additional 31% equity interest at a later date. Based on the results of operations of WIP from April 23, 2018 to December 31, 2018, the investment in WIP had been fully impaired and written off.

The Company holds 49% equity interest and a 31% unexercised option in WIP as at December 31, 2018. Due to the continuing legal restructuring in Indonesia, all the conditions precedent had not been satisfied and the 31% option had not been exercised as at December 31, 2018.

In order to maximize the independent growth of AtoZPay and consequently shareholder value, management began the process to spin-off the e-wallet business via a special dividend, and on September 24, 2018, the Company announced that it has made available, to its transfer agent, DTCC and DTC Participants with positions in WEYL, instructions for receiving the spin-off shares of its Weyland AtoZ Pay subsidiary (“WAI”).

Our Strategy

Although Weyland Tech's CreateApp platform originally focused on the Pan-Asia markets—the platform is provided in fourteen, predominantly Asian, languages—we have partners that work with us to develop other markets.

The CreateApp platform enables SMB to create a mobile application ("app") without the need of technical knowledge, high investment or background in IT.

Weyland Tech currently offers the CreateApp platform directly, as a Platform as a Service (“PaaS”) in the following key markets:

-Singapore: www.createappsingapore.com

-India (Jaipur): www.aapkiapp.in

EU, via a Strategic Cooperation with Augicom S.A. (www.augicom.ch)
Malaysia, via a Cooperation Agreement with Silver Ridge Tangerine Sdn Bhd (www.silverridge.com.my)

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Hong Kong and South China via a Cooperation Agreement with Info Zone Development Ltd.
Indonesia, via a Cooperation Agreement with DPEX Worldwide
Thailand via a Cooperation Agreement with BGT Corporation Public Company Limited
The Philippines via a Cooperation Agreement with MocaApp
France via a Cooperation Agreement with Orange Pro

For the territories licensed to our distributors and on a white label basis, we derive royalty income from the end user use of our platform.

SMB’s

The Company believes that these agreements will create a large enough addressable market opportunity to generate sales and profits in a scalable manner, grow the Company's business and enhance shareholder value. Given the nature of DIY mobile apps ("apps"), and the primary target market of SMB, a typical go-to-market strategy would have a direct sales force or resellers approach SMB directly to drive our revenue.

Over the past two years, the Company has evolved our Platform as a service model with three distinct market paths to drive recurring revenue business model:

C) Digital Wallet or e-Wallet: a digital financial services business, a distinguishing characteristic of Greater South East Asia (“GSEA”) compared to the United States, is the substantially lower percentage of the population in GSEA with bank accounts, credit cards, or debit cards. This creates the need for alternative payment methods, specifically e-wallets. GSEA is poised for its own payments transformation in much the same way that China has shifted to online payments, according to IDC. Online payments in GSEA is divided into four broad payment modes: e-wallets, such as our AtoZPay platform, credit cards, debit cards and online banking. Of these, the e-wallet mode is expected to grow the fastest over the next five years, according to IDC. Drivers for GSEA’s e- wallet industry include the mismatch between internet penetration and banking penetration, which creates a structural opportunity for e-wallets; the increasing integration of e-wallets with use cases such as online games and e-commerce; and the opportunity to offer broader digital financial services using e-wallets as a foundation.

The Company’s CreateApp Platform operates as a Platform as a Service (“PaaS”) allowing users to develop their own applications supplying the infrastructure and IT services, which users can access anywhere via a web or desktop browser. The Company recognizes revenue on a pay to use subscription basis when our customers use our platform.

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Growth of the Mobile Apps Industry

Recent Developments

On January 9, 2018 the Company provided an update on the status of its initiative with China’s DDBill Payment Co., Ltd; the operators of China’s fourth largest payments gateway Dinpay (www.dinpay.com, English: us.dinpay.com); following up on the companies’ previously announced memorandum of understanding (“MOU”).

On February 15, 2018 announced that Mr. Jon Najarian has joined the Company’s Board of Directors.

On March 14, 2018 the Company confirmed that it has received a non-binding acquisition proposal from its recently announced strategic partner, China’s DDBill Payment Co., Ltd (“DDBill”) which operates China’s fourth largest payments gateway Dinpay (www.dinpay.com, English: us.dinpay.com) and Dinpay Technology Group Ltd. (“DTG”). Given the highly complex structure proposed to the Company along with multiple country regulatory hurdles, the Company’s management declined the proposal.

On May 23, 2018 the Company, announced that AtozPay exited beta stage.

On July 11, 2018 the Company announced that its board of directors has approved a pro-rata distribution to the Company’s shareholders of 90% of the outstanding shares of the Company’s subsidiary, Weyland AtoZ Pay Inc.” (“WAI”), through which the Company holds its ownership interest in its eWallet business (the “Spin-Off”). The Company’s shareholders of record as of the close of trading on September 28, 2018, the record date for the Spin-Off, will receive one share of common stock of WAI for every five shares of the Company’s common stock held as of the record date. Fractional shares of WAI common stock will not be issued in the distribution. The Spin-Off is expected to be effective as of the end of the day on October 5, 2018, the distribution date for the Spin-Off, with 90% of the shares of WAI distributed to the Company’s shareholders of record.

On Aug. 20, 2018 the Company, announced a strategic partnership between its eWallet business and PT. Finnet Indonesia (“Finnet”). Finnet http://www.finnet-indonesia.com/home/en, founded in 2005, is 60% owned by PT. Telekomunikasi Indonesia, the largest provider of telecom

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services in Indonesia, is currently the largest ‘fixed-line’ provider with over 10 million households and businesses as their clients.

On September 06, 2018 the Company announced that its eWallet business, AtoZPay, has entered into multiple additional agreements with the following companies in Indonesia, to enable users of AtoZPay to pay for goods and services from said companies.

The partnerships include:

Telkomsel – Indonesia’s largest telecom service provider.
BRI Bank – one of the oldest banks in Indonesia, with US$62 billion in assets.
Bank Mandiri – one of the largest banks in Indonesia with over US$81 billion in assets.
Grab Taxi – the number one ride sharing and delivery service in Southeast Asia funded by HSBC, Toyota Motor
Company, Paul Allen (Co-founder of Microsoft), Oppenheimer, Softbank and multiple other ‘tier-one’ investors.
Go-Jek – Indonesia’s largest motorcycle and scooter based taxi service, funded by Google, Tencent, Temasek,
Sequoia Capital, KKR and multiple other ‘tier-one’ investors.

On September 19, 2018, we entered into formal distribution agreement (the “Agreement”) with our Weyland AtoZ Pay subsidiary (“WAI”), to transfer the Company’s 49% equity ownership interest in PT Weyland Indonesia Perkasa, a limited liability company organized under the laws of the Republic of Indonesia (“WIP”) to WAI. WIP’s primary business operations includes a digital financial transactions app serving the rapidly growing Indonesia e-commerce and e-payment markets (“eWallet”). The transfer is being made in order to effect the previously announced distribution to Weyland Tech stockholders of a pro-rata share of the Company’s ownership in its eWallet business. On Nov. 30, 2018 the Company announced that the distribution of its holdings in Weyland AtoZPay Indonesia (“WAI”) will be completed with a distribution of WAI shares on December 11th 2018.

The Company’s shareholders of record as of the close of trading on October 12, 2018 will receive a pro-rata distribution of one (1) share of common stock of WAI for each five (5) shares of the Company’s common stock held as of the record date. Fractional shares of WAI common stock will not be issued in the distribution, as fractional shares will be rounded up to the immediate next whole share. The spin-off is expected to be effective as of the end of the day on December 11th, 2018, the new distribution date for the spin-off.

The spin-off of (“WAI”) holds a 49% equity ownership interest in PT Weyland Indonesia Perkasa, a limited liability company organized under the laws of the Republic of Indonesia (“WIP”).
- WIP’s primary business operations include a digital financial transactions app serving the rapidly growing Indonesia e-commerce and e-payment markets (“eWallet”).
Post distribution Weyland will retain an option for 31% of AtoZPay which can be acquired by the Company at its discretion for a nominal exercise price.
As AtoZPay was at no time consolidated into Company financial statements the spin-off will have no effect on the Company's core business financials.

WAI will be free to enter the capital markets to unlock value for its shareholders. While Weyland continues to support AtoZPay generating additional value for Weyland shareholders based on its 31% option to purchase AtoZPay.

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On December 14, 2018 the Company announced that after reviewing the beneficial owner lists submitted by banks/brokers in connection with its Weyland AtoZ Pay Inc. (“WAI”) spin-off, the Company has decided to distribute the WAI spin-off shares via book-entry statement from its transfer agent, in lieu of stock certificate form as was originally intended. From a shareholder perspective, book-entry account statements from the transfer agent are the functional equivalent of stock certificates. The Company believes that switching to a book-entry statement delivery method will expedite the delivery of the WAI spin-off shares to beneficial owners and bank/brokers, and also streamline the process for banks/brokers in connection with their handling of objecting beneficial owner (“OBO”) and retirement account spin-off shares, which they will receive directly.

On October 10, 2018 the Company announced a $2 million investment from TRITON FUNDS LP, the La Jolla, CA-based investment fund, allegedly, managed by students from the University of California, San Diego and California State University, Northridge. This agreement was subsequently terminated on November 7, 2019.

On November 7, 2018, the Company entered into a Common Stock Purchase Agreement with RedDiamond Partners LLC (the “Equity Agreement), with respect to an equity line of credit for up to Five Million Dollars. The Equity Agreement allows the Company to sell shares to RedDiamond by providing them with notice (a “Purchase Notice”) of the Company’s request to sell such shares which shall not exceed 20% of the aggregate trading volume of the Common Stock during the 5 trading days preceding the date of the Purchase Notice (the “Maximum Weekly Amount”) and further subject to other limitations. The purchase price at an assumed purchase price under the Equity Agreement of the the lower of (i) 85% of the of the lowest of the VWAP for each of the five (5) trading days preceding and including the Clearing Date with respect to the subject Purchase Notice, or (ii) 90% of the average of the two (2) lowest VWAPS for the five (5) days after the Clearing Date.

RedDiamond has agreed to a no-shorting clause in the Equity Agreement, which generally prohibits RedDiamond from engaging in any short sales of our Common Stock during the term of the Equity Agreement. Nevertheless, we do anticipate that RedDiamond will sell the shares it acquires with respect to each Purchase Notice during the period of time occurring shortly after the delivery of such shares. If the Company terminates the Purchase Agreement, other than in the event of a material breach by RedDiamond, prior to the purchase of at least $3,000,000 of the Commitment Amount, then the Company must pay to RedDiamond as liquidated damages and compensation for the costs of being prepared to make funds available and make purchases hereunder, an amount equal to twelve and one-half percent (12.5%) of the remaining amount of the Commitment Amount not purchased.

The Equity Agreement was entered into in conjunction with a Registration Rights Agreement with a mandatory registration statement filing requirement. The Company has filed an initial Registration Statement on Form S-1.

On November 19, 2018 the Company announced a strategic partnership with Southeast Asia’s largest B2B portal for the construction industry, Keepital, a part of the KEEP family of business marketing services. Keepital is a leading B2B portal in Southeast Asia for the construction industry with over 500,000 members. Utilizing Weyland’s PaaS platform on a ‘white label’ basis, Keepital will offer its members the ability to source, procure, buy and sell construction equipment, materials, products and services directly from their mobile phones.

On November 11, 2018 the Company announced it signed binding Memorandum of Understanding (“MOU”) with PT Rex Indonesia ("Rex") Rex focuses its services as a document and package shipping company through air, sea and land transportation with domestic and international destinations. Rex ships approximately 10,000 packages per day for thousands of Small-Medium sized Businesses (“SMBs”). Under the terms of the MOU, Weyland and Rex will leverage the Rex SMB customer base and Weyland Tech's 13,000-partnership network across 23 cities in Indonesia. The combined platform will implement a non-cash based payment system through the AtoZpay eWallet, integrate Weyland's PaaS platform functionality for eCommerce and mCommerce thereby providing a

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‘last-mile’ and payment solution for companies looking to expand their sales thru eCommerce/mCommerce and have goods and services paid for and delivered.

Competition

Our business is rapidly evolving and highly competitive. Our current and potential competitors include Online Gaming companies, eCommerce and eWallet platforms.

Each of the above listed industries in GSEA is highly fragmented. We face competition in each of our lines of business in each market where we operate. Some of our competitors, particularly those based outside of GSEA, may have greater access to capital markets, more financial and other resources, and a longer operating history than we do.

Online Games

E-commerce

E-wallet Platforms

AtoZPay competes primarily with credit card and debit card service providers, banks with payment processing offerings, other offline payment options and other electronic payment system operators. AtoZPay competes with these companies primarily on the basis of transaction processing speed, convenience, network size, accessibility, reliability and price. We believe the combination of AtoZPay’s numerous physical service counters and the AtoZPay App is a significant competitive advantage because of the strong demand in GSEA for convenient forms of payment processing.

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Intellectual Property

The Company has, under a software purchase agreement (“SPA”), the eWallet platform currently operating under the brand name AtozPay in Indonesia, and the global rights to market and operate in other countries, worldwide.

Employees

The Company currently has seventeen full-time contracted personnel in Singapore, Myanmar, Hong Kong and the United States.

None of our employees are represented by a union or covered by a collective bargaining agreement. We have not experienced any work stoppages and we consider our relationship with our employees to be good.

Available Information

Our website address is www.weylandtech.com . We do not intend our website address to be an active link or to otherwise incorporate by reference the contents of the website into this Report. We electronically file certain documents with the Securities and Exchange Commission (the SEC). We file annual reports on Form 10-K; quarterly reports on Form 10-Q; and current reports on Form 8-K (as appropriate); along with any related amendments and supplements thereto. From time-to-time, we may also file registration statements and related documents in connection with equity or debt offerings. You may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You may obtain information regarding the Public Reference Room by calling the SEC at 1- 800-SEC-0330. In addition, the SEC maintains an internet website at www.sec.gov that contains reports and other information regarding registrants that file electronically with the SEC.

Item 1A. Risk Factors

In addition to other information in this Annual Report on Form 10-K and in other filings we make with the Securities and Exchange Commission, the following risk factors should be carefully considered in evaluating our business as they may have a significant impact on our business, operating results and financial condition. If any of the following risks actually occurs, our business, financial condition, results of operations and future prospects could be materially and adversely affected. Because of the following factors, as well as other variables affecting our operating results, past financial performance should not be considered as a reliable indicator of future performance and investors should not use historical trends to anticipate results or trends in future periods.

RISKS RELATED TO OUR BUSINESS

We are subject to risks associated with changing technologies in the mobile apps industry, which could place us at a competitive disadvantage.

Our success depends on our ability to continue to meet our customers’ changing requirements and specifications with respect to these and other criteria. There can be no assurance that we will be

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able to address technological advances or introduce new offerings that may be necessary to remain competitive within the mobile apps industry.

Systems failures could cause interruptions in our services or decreases in the responsiveness of our services which could harm our business.

If our systems fail to perform for any reason, we could experience disruptions in operations, slower response times or decreased customer satisfaction. Our ability to host mobile apps successfully and provide high quality customer service depends on the efficient and uninterrupted operation of our hosting company's computer and communications hardware and software systems. Although unlikely, our hosting company's systems are vulnerable to damage or interruption from human error, natural disasters, power loss, telecommunication failures, break-ins, sabotage, computer viruses, intentional acts of vandalism and similar events. Any systems failure that causes an interruption in our services or decreases the responsiveness of our services could impair our reputation, damage our brand name and materially adversely affect our business, financial condition and results of operations and cash flows.

Our cost structure is partially fixed. If our revenues decline and we are unable to reduce our costs, our profitability will be adversely affected.

Our cost structure is partially fixed and, if our revenues decrease these fixed costs will not be reduced.. We base our cost structure on historical and expected levels of demand for our services, as well as our fixed operating infrastructure, such as computer hardware and software, and staffing levels. If demand for our services declines and, as a result, our revenues decline, we may not be able to adjust our cost structure on a timely basis and our profitability may be materially adversely affected.

Attrition of customers and failure to attract new customers could have a material adverse effect on our business, financial condition and results of operations and cash flows.

Any future acquisitions may result in significant transaction expenses, integration and consolidation risks and risks associated with entering new markets, and we may be unable to profitably operate our consolidated company.

We may be unable to respond to customers' demands for new mobile app solutions and service offerings and our business, financial condition and results of operations and cash flows may be materially adversely affected.

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success will depend, in part, on our ability to respond to customers' demands for new offerings on a timely and costeffective basis and to adapt to address the increasingly sophisticated requirements and varied needs of our customers and prospective customers. We may not be successful in developing, introducing or marketing new offerings. In addition, our new offerings may not achieve market acceptance. Any failure on our part to anticipate or respond adequately to customer requirements, or any significant delays in the development, introduction or availability of new offerings or enhancements of our current offerings could have a material adverse effect on our business, financial condition and results of operations and cash flows.

We may be unable to respond to the evolving industry practices and technology solutions, and our business, financial condition and results of operations and cash flows may be materially adversely affected.

We may be exposed to liabilities under the Foreign Corrupt Practices Act, and any determination that we violated the Foreign Corrupt Practices Act could have a material adverse effect on our business.

RISKS RELATED TO THE MARKET FOR OUR STOCK

The market price of our common stock can become volatile, leading to the possibility of its value being depressed at a time when you may want to sell your holdings.

our earnings releases, actual or anticipated changes in our earnings, fluctuations in our operating results or our failure to meet the expectations of financial market analysts and investors;
changes in financial estimates by us or by any securities analysts who might cover our stock;
speculation about our business in the press or the investment community;
significant developments relating to our relationships with our customers or suppliers;

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stock market price and volume fluctuations of other publicly traded companies and, in particular, those that are in our industry;
customer demand for our business solutions;
investor perceptions of our industry in general and our Company in particular;
the operating and stock performance of comparable companies;
general economic conditions and trends;
announcements by us or our competitors of new products, significant acquisitions, strategic partnerships or divestitures;
changes in accounting standards, policies, guidance, interpretation or principles;
loss of external funding sources;
sales of our common stock, including sales by our directors, officers or significant stockholders; and
addition or departure of key personnel.

Our common stock is quoted on the over-the-counter electronic quotation system maintained by the OTC Markets which may have an unfavorable impact on our stock price and liquidity.

Our common stock is quoted on the OTCQX, an over-the-counter electronic quotation system maintained by the OTC Markets. The OTCQX is more limited than a trading market such as the New York Stock Exchange or NASDAQ. The OTCQX is a less visible market for the trading of our common stock by existing and potential stockholders, and so trading of our common stock on the OTCQX could depress the trading price of our common stock and could have a longterm adverse impact on our ability to raise capital in the future. We plan to list our common stock as soon as practicable. However, we cannot assure you that we will be able to meet the initial listing standards of any stock exchange, or that we will be able to maintain any such listing.

We may be subject to penny stock regulations and restrictions and you may have difficulty selling shares of our common stock.

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held in the account and information on the limited market in penny stock. Additionally, some broker dealers do not accept low priced securities for deposit, which in turn limits a shareholders’ liquidity and our ability to raise capital.

We may be required to raise additional financing by issuing common stock or new debt or preferred or other equity securities with terms or rights superior to those of our shares of common stock, which could adversely affect the market price of our shares of common stock.

We do not intend to pay dividends for the foreseeable future.

Item 1B. Unresolved Staff Comments.

This information is not required for smaller reporting companies.

Item 2. Properties

The Company’s current executive offices are located at, 85 Broad Street, 16-079, New York, NY 10004. The Company’s lease is currently $820 per month. Our premises are suitable for our current operations.

Item 3. Legal Proceedings

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our

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subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

a) Market Information

The Company’s Common Stock currently trades on the OTCQX Marketplace under the symbol “WEYL”.

The following table sets forth, for the periods indicated, the high and low bid prices per share for our common stock as reported by the relevant OTC quotation service. These bid prices represent prices quoted by broker-dealers on the relevant OTC quotation service. The prices reflect inter-dealer quotations, do not include retail mark-ups, markdowns or commissions and do not necessarily reflect actual transactions.

Quarter Ended	High ($)	Low ($)
December 31, 2018	2.98	0.53
September 30, 2018	3.05	1.11
June 30, 2018	4.58	0.96
March 31, 2018	7.08	3.53
December 31, 2017	5.10	3.20
September 30, 2017	4.44	2.95
June 30, 2017	4.50	3.55
March 31, 2017	6.90	3.85

b) Holders

As of April 10, 2019, there were approximately 2,200 holders of record of our Common Stock .

c) Dividend Policy

We have never paid any cash dividends and have no plans to do so in the foreseeable future. Our future dividend policy will be determined by our Board of Directors and will depend upon a number of factors, including our financial condition and performance, our cash needs and expansion plans, income tax consequences and the restrictions that applicable laws and other arrangements then impose. In addition, cash dividends may generally only be issued if we have a capital surplus. Nonetheless the company’s management currently intends on reinvesting any cash surplus, if any, in the company’s business.

d) Securities Authorized for Issuance Under Equity Compensation Plans

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A summary of the Company’s stock option activity during the year ended December 31, 2018 is presented below:

		Number of options Weighted Average Exercise Price Weighted Average Grant-date Fair Value Weighted Average Remaining Contractual Life(Years) Aggregate Intrinsic Value
Options Outstanding, December 31, 2014		250,000 0.6 2.8 0.67 $0
Less: Option expired		(250,000) 0.6 2.8
Options Outstanding , December 31, 2015		- - - - -
Options Outstanding , December 31, 2016		- - - - -
Options Outstanding , December 31, 2017		- - - - -
Options Outstanding, December 31, 2018		- - - - -

All options outstanding are fully expired as of December 31, 2018. No new options were granted in the fiscal year 2018 or 2017.

Transfer Agent

We have engaged Nevada Agency and Trust Company as our stock transfer agent. Nevada Agency and Trust Company is located at 50 West Liberty Street, Reno, Nevada 89501. Phone: (775) 332-0626.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities.

During the year ended December 31, 2018, the Company engaged in the following sales of unregistered securities.

During the year ended December 31, 2018, the Company received proceeds of $ 4,719,352 for the private placement of the Company's common shares to professional investors, individuals and the Company’s CEO at prices ranging from $1.25 - $6.00. These shares were issued pursuant to Regulation D under the Securities Act of 1933, as amended, are exempt from registration by reason of Section 4(2) of the Securities Act of 1933, as amended (the "Act"), and bear an appropriate restrictive legend. The primary purpose of the share issuances was to increase the shareholder base in order to meet NASDAQ Capital Market minimum entry requirements and provide working capital to the Company. Several of the share purchasers are professional investment managers at well-known Registered Fund Management Companies and the Company believes their participation increases company credibility in the investment community.

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During the year ended December 31, 2016, 9,747,440 shares with par value of $ 0.0001 per share were issued to various stockholders.

During the year ended December 31, 2018, a total of 9,197,104 shares with par value of $ 0.0001 per share were issued for consultancy services received including shares issued to Senior Management, Directors, Operational Staff, Legal Consultants, Strategy Advisors and Technology Consultants received and 4,320,575 shares with par value of $0.0001 per share were issued to various stockholders.

Rule 10B-18 Transactions

During the year ended December 31, 2018, there were no repurchases of the Company’s common stock by the Company.

Item 6. Selected Financial Data

We are not required to provide the information required by this item because we are a smaller reporting company.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

We intend for this discussion to provide information that will assist in understanding our consolidated financial statements, the changes in certain key items in those consolidated financial statements, and the primary factors that accounted for those changes, as well as how certain accounting principles affect our consolidated financial statements. This discussion should be read in conjunction with our consolidated financial statements and accompanying notes for the fiscal years ended December 31, 2018 and year ended December 31, 2017. Readers should also read and take into consideration our risk factors commencing page 8 and our forward-looking statements disclaimer contained on cover page “iv” the provisions of which are incorporated by reference herein

Overview

Weyland Tech is a global provider of mobile business applications. The Company operates a Platform-as-a-Service (“PaaS”) software used on mobile ‘smartphones’. The PaaS platform offers a mobile presence to Small-to-Medium-SizedBusinesses (“SMB’s”) in emerging markets, with partnerships on 3 continents and growing. The PaaS platform, offered in 14 languages with over 70 integrated modules, enables SMB’s to create native mobile applications (“apps”) for Apple’s iOS and Google Android without technical knowledge or background, empowering SMB’s to increase sales, reach more customers and promote their products and services in an easy, affordable and efficient manner.

The Company’s core product has evolved over the course of 2017 and 2018 to capitalize on the immediate opportunity for developing a larger network of valuable users and merchants by developing services that will enable the adoption of mobile commerce across Greater South East Asia. The platform enhancements have taken the Company’s technology from a standalone DIY app builder to an enhanced platform built to enable mobile commerce.

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Plan of Operations

During 2019 Weyland plans to continue to develop and expand strategic partnerships that would increase the number of users and merchants available to users of the Company’s products on a Platform-as-a-Service (“PaaS”) basis.

This includes the continued roll-out of the PaaS platform with our strategic partners DPEX (Indonesia), BGT (Thailand), and Augicom/Orange (France) as well as introducing additional logistics solutions with PT Royal Express Indonesia.

Furthermore, the company expects to expand the AtoZPay e-wallet services as our QR Code payment technology trials continue and are now poised to launch a robust marketing effort. The company’s partnership with Finnet is expected to accelerate adoption to over 200,000 merchant outlets using AtoZPay QR technology after our launch in early 2019.

Finnet http://www.finnet-indonesia.com/home/en, founded in 2005, is 60% owned by PT. Telekomunikasi Indonesia, the largest provider of telecom services in Indonesia, is currently the largest ‘fixed-line’ provider with over 10 million households and businesses as their clients.

Further, company plans to expand the AtoZPay e-wallet solution to other Greater South East Asia countries including Myanmar. Myanmar, with a population of 53 million people and a median age of 28 years old, represents an attractive opportunity for an eWallet like AtoZPay to become a successful product.

Finally, the company also plans to begin cross-selling efforts of the PaaS platform to customers in the Indonesian market that initially adopted the AtoZPay e-wallet solution. At the same, the company plans to expand marketing efforts to specific affinity groups and everyday product merchants currently underserved in Indonesia.

Need for Additional Capital

To become profitable and competitive, and execute strategic transactions, we may have to raise additional capital. If we are unable to raise additional equity capital to develop our business and

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continue earning revenues, we might have to suspend or cease operations and our investors may lose their investment.

Results of Operations

Summary of Statements of Operations for the Year Ended December 31, 2018 and 2017:

Revenue

Service revenues were $ 22,667,325 and $15,578,171 for the twelve months ended December 31, 2018 and 2017, respectively. The increase is due to a push for market share for the CreateApp platform during 2018 in highly competitive emerging markets with reduced price points, as well as new subscriptions sold to existing customers and subscriptions sold directly to new customers.

Cost of Service

Cost of service was $18,643,914 and $11,267,879 for the twelve months ended December 31, 2018 and 2017, respectively. The decrease is as a result of reclassification to Research and Development and Sales and Marketing expense previously included in Cost of Service.

Other income was $250 and $23,625 for the twelve months ended December 31, 2018 and 2017, comprise royalty fee income received from our Cooperation agreements for white label use of our CreateApp platform of $23,625 for the twelve months ended December 31, 2017.

Gross margin

Reduced to 17.7% from 27.7% as a result of highly competitive emerging markets with reduced price points.

Operating Expenses

General and Administrative

General and administrative expenses were $2,880,387 and $1,937,483 and for the twelve months ended December 31, 2018 and 2017, respectively. The increase was due to increased staff costs, travel, consultancy and professional costs from the increased level of business and expansion of our new digital wallet business AtoZ Pay.

Research and Development

Research and Development expense were $4,773,349 and $1,889,304 for the twelve months ended December 31, 2018 and 2017, respectively. The increase reflects a reclassification from cost of service, spending on website, e-commerce platform and mobile app development (powered by CreateApp & Magento), completion of the DPEX Enable dashboard as well as integrating various functionality including the AtoZPay payment facility into the PaaS 3.0 platform. Additionally, the company continued development of the company’s system support knowledge base and other internal systems. The increase was funded primarily from operating income and capital raising efforts.

Stock-based compensation

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Stock-based compensation expenses for the twelve months ended December 31, 2018 was $1,237,210 (2017: $388,650)

Net Loss

The Company posted a net loss of $4,098,677 for the twelve months ended December 31, 2018 as compared to a net loss of $74,282 for the year ended December 31, 2017. The increase in the net loss is due to increase in research & development costs, legal and professional costs, travelling cost, consultancy fee, stock-based compensation and our people costs for the our CreateApp business, our digital wallet business and continued development of the company’s system support knowledge base and other internal systems.

Liquidity and Capital Resources

On December 31, 2018, we had working capital of $4,395,711 compared with a working capital of $2,268,794 on December 31, 2017. The increase in working capital is due to reduction in stock subscription payables of $ 1,771,028, increase in amounts due from associate $862,000 and security deposit for AtoZ platform $1,580,138. Net cash utilized by operations amount to ($6,082,038) in the twelve months ended December 31, 2018. Financing activities provided $5,956,994 in the twelve months ended December 31, 2018.

We expect to continue utilizing our personnel in Greater Asia, including ASEAN and India for servicing our customers. In order to accelerate the growth of the Company, we will also consider raising additional funding from investors. We may not have enough working capital to complete our plan of operations. If it turns out that we have not raised enough capital to complete our anticipated business development, we will use our best efforts to raise additional funds from private placements or loans. There is no assurance that we will raise additional capital in the future or that future financings will be available to us on acceptable terms. If we require additional capital and are unable to raise it, we may have to suspend or cease operations.

Critical Accounting Policies

Our critical accounting policies are included in Note 2 – “Summary of Significant Accounting Policies” of Notes to Consolidated Financial Statements included in this Report.

Recently Issued Accounting Standards

Our recently issued accounting standards are included in Note 2 - “Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements included in this Report.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, financings or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).

Contractual Obligations

Long Term Leases

Nil

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

We are not required to provide the information required by this Item because we are a smaller reporting company.

Item 8. Financial Statements and Supplementary Data

WEYLAND TECH INC.

INDEX TO FINANCIAL STATEMENTS

	Page
Reports of Independent Registered Public Accounting Firms	F-1

Consolidated Balance Sheets at December 31, 2018 and 2017	F-2

Consolidated Statements of Operations for year ended December 31, 2018 and 2017	F-3

Consolidated Statements of Cash Flows for the year ended December 31, 2018 and 2017	F-4

Consolidated Statements of Stockholders' Equity for the year ended December 31, 2018 and 2017	F-5

Notes to Consolidated Financial Statements	F-6

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Weyland Tech Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Weyland Tech Inc. (the “Company”) as of December 31, 2018 and 2017, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2018, and the related notes (collectively referred to as the "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, 2018 and 2017, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2018 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

/s/ Centurion ZD CPA & Co. Centurion ZD CPA & Co. Hong Kong April 12, 2019 We have served as the Company’s auditor since 2012

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WEYLAND TECH INC. *Consolidated Balance Sheets* December 31 ASSETS 2018	WEYLAND TECH INC. *Consolidated Balance Sheets* December 31 ASSETS 2018	December 31 2017
Non-current assets

Intangible assets, net	713,531	982,131
Investment in Associate	-	-
Total non-current assets	713,531	982,131
Current assets
Amount due from Associate	862,000	-
Prepayment, deposit and other receivables	3,181,651	3,258,931
Cash and cash equivalents	731,355	1,056,399
Total current assets	4,775,006	4,315,330
Total assets $	5,488,537 $	5,297,461
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities

Accounts payable	18,000	18,000
Accruals and other payables	283,795	257,508
Stock subscription payables	-	1,771,028
Amount due to director	77,500	-
Total current liabilities	379,295	2,046,536
Total liabilities	379,295	2,046,536

STOCKHOLDERS' EQUITY
Common stock, $0.0001 par value,
250,000,000 shares authorized, 36,915,343
and 23,460,628 shares issued and outstanding as of
December 31, 2018 and 2017, respectively	3,692	2,346
Additional paid-in capital	46,177,521	40,221,873
Accumulated deficit brought forward	(41,071,971)	(36,973,294)
Total stockholder’s equity	5,109,242	3,250,925
Total liabilities and stockholders' equity $	5,488,537 $	5,297,461

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

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WEYLAND TECH INC. Consolidated Statements of Operations

	For The Years Ended December 31,	For The Years Ended December 31,
	2018	2017
22,667,325 Service Revenue $		15,578,171
Cost of Service	18,643,914	11,267,879
Gross Profit	4,023,409	4,310,292

Other Income	250	23,625
Gross Income	4,023,659	4,333,917

Operating Expenses
Depreciation and amortization	268,600	351,933
Research and development	4,773,349	1,889,304
General and administrative	2,880,387	1,937,483
Total Operating Expenses	7,922,336	4,178,720

(Loss)/Profit from Operations	(3,898,677)	155,197

Impairment loss on associate	(200,000)	-
Net(Loss)/Profit before income tax	(4,098,677)	155,197
Income tax (expense)	-	(229,479)
(4,098,677) Net (Loss) for the year $		(74,282)

Net (loss) profit per common share - basic and fully diluted:	(0.1423)	(0.003)

Weighted average number of basic and fully diluted common shares outstanding	28,809,276	22,072,569

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

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WEYLAND TECH INC.

Consolidated Statements of Cash Flows

	Year Ended December 31 2018 2017	Year Ended December 31 2018 2017
Cash flows from operations:
(Loss) from continuing operations $	(4,098,677)	(74,282)
Adjustment to reconcile net profit to net cash used in operating activities:
Amortization of intangible assets	268,600	351,933
Impairment loss on associate	200,000	-
Issuance of common stock for service received	-	388,650

Deferred tax benefits	-	393,701
Valuation allowance	-	(164,222)
Changes in operating assets and liabilities:
Amount due from Associates	(862,000)	-
Deposits and other receivables	173,945	(1,759,254)
Prepayments	(96,665)	(671,266)
Accounts payable, accruals and other payables	26,287	(568,359)
Stock subscription payables	(1,771,028)	1,771,028
Amount due from director	77,500	-
Net cash used in operations	(6,082,038)	(332,071)
Cash flows from investment activities:
Investment on associate	(200,000)	-
Net cash used in investment activities	(200,000)	-
Cash flows from financing activities:
Proceeds from stock issuance	5,956,994 38	4,546 384,546
Net cash provided by financing activities	5,956,994	384,546
Net (decrease)/increase in cash and cash equivalents	(325,044)	52,475
Cash and cash equivalents, beginning of year	1,056,399	1,003,924
Cash and cash equivalents, end of year $	731,355	1,056,399
Supplemental cash flow disclosure:
Cash paid for interest expenses $	-	-
Cash paid for income taxes $	-	-
Non-cash transactions
Issuance of shares for services received $	1,237,210	388,650

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

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	WEYLAND TECH, INC *Consolidated Statements of Stockholders' Equity* Common Stock Amount Additional paid-in capital Subscriptions received Accumulated (Deficit)*	WEYLAND TECH, INC *Consolidated Statements of Stockholders' Equity* Common Stock Amount Additional paid-in capital Subscriptions received Accumulated (Deficit)*	WEYLAND TECH, INC *Consolidated Statements of Stockholders' Equity* Common Stock Amount Additional paid-in capital Subscriptions received Accumulated (Deficit)*	WEYLAND TECH, INC *Consolidated Statements of Stockholders' Equity* Common Stock Amount Additional paid-in capital Subscriptions received Accumulated (Deficit)*	WEYLAND TECH, INC *Consolidated Statements of Stockholders' Equity* Common Stock Amount Additional paid-in capital Subscriptions received Accumulated (Deficit)*	Stockholders' (Deficit)/Equity

Balance December 31, 2014	46,256,568	$ 463	$ 36,219,595	$ 1,765,855	$ (38,199,681)	$ (213,768)
Effect of reverse split from 1,000 shares to 1 share	(58,407) (625,697,147)		58,407	-	-	-
Shares issued for services	1,163,600	116	23,146	-	-	23,262
Issuance of Shares	590,905,667	59,091	(52,206)	-	-	6,885
Net profit for the year	-	-	-	-	733,721	733,721

Balance December 31, 2015	12,628,688	$ 1,263	$ 36,248,942	$ 1,765,855	(37,465,960)	$ 550,100
Issuance of Shares	9,747,440	975	3,200,003	(1,765,855)	-	1,435,123
Cancelation of shares	(160) (1,598,000)					(160)
Net profit for the year	-	-	-	-	566,948	566,948
Balance December 31, 2016	20,778,128	$ 2,078	$ 39,448,945	$ -	$ (36,899,012)	$ 2,552,011
Issuance of Shares	1,370,500	137	384,409	-	-	384,546
Cancelation of shares	(10) (100,000)		10	-	-	-
Shares issued for services	1,412,000	141	388,509	-	--	388,650
Net loss for the year	-	-	-	-	(74,282)	(74,282)
Balance December 31, 2017	23,460,628	$ 2,346	$ 40,221,873	$ -	$ (36,973,294)	$ 3,250,925
Issuance of Shares	4,320,575	432	4,719,352	-	-	4,719,784
Cancelation of shares	(6) (62,964)		6	-	-	-
Shares issued for services	9,197,104	920	1,236,290	-	-	1,237,210
Net loss for the year	-	-	-	-	(4,098,677)	(4,098,677)
Balance December 31, 2018	36,915,343	$ 3,692	$ 46,177,521	$ -	$ (41,071,971)	$ 5,109,242

*The number of shares of common stock has been retroactively restated to reflect the 1 for 1,000 reverse stock split on September 1, 2015

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

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Weyland Tech Inc. DECEMBER 31, 2018 AND 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND BUSINESS DESCRIPTION

Weyland Tech is a global provider of mobile business applications. Its PaaS platform offers a mobile presence to businesses in emerging markets, with partnerships on 3 continents and growing. This DIY mobile application platform, offered in 14 languages with over 70 integrated modules, enables small and medium sized businesses (“SMB’s”) to create native mobile applications (“apps”) for Apple’s iOS and Google Android without technical knowledge or background, empowering SMB’s to increase sales, reach more customers and promote their products and services in an easy, affordable and efficient manner.

In May 2018, the Company expanded its portfolio to fintech applications with the launch of its AtozPay mobile payments platform. The mobile wallet launched in Indonesia, the worlds 4th most populous country, Indonesia, and is experiencing rapid transaction growth on the platform.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

USE OF ESTIMATES

CERTAIN RISKS AND UNCERTAINTIES

The Company relies on cloud-based hosting through a global accredited hosting provider. Management believes that alternate sources are available; however, disruption or termination of this relationship could adversely affect our operating results in the near-term.

SEGMENT REPORTING

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by our chief operating decision maker, or decision- making group, in deciding how to allocate resources and in assessing performance.

The Company is focused on mobile commerce enablement via our enhanced platform built in 2017, and offered on a Platform-as-a-Service (“PaaS”) basis, and the company’s e-wallet initiative. We identify our reportable segments as those customer groups that represent more than 10% of our combined revenue or gross profit or loss of all reported operating segments. We manage our business

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on the basis of the one reportable segment e-commerce solutions and service provider. The accounting policies for segment reporting are the same as for the Company as a whole. We do not segregate assets by segments since our chief operating decision maker, or decision-making group, does not use assets as a basis to evaluate a segment’s performance.

IDENTIFIABLE INTANGIBLE ASSETS

IMPAIRMENT OF LONG-LIVED ASSETS

The Company classifies its long-lived assets into: (i) computer and office equipment; (ii) furniture and fixtures, (iii) leasehold improvements, and (iv) finite – lived intangible assets.

ASSOCIATES

Associates are all entities over which the group has significant influence but not control or joint control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting, after initially being recognized at cost. The group’s investment in associates includes goodwill identified on acquisition. The group’s share of its associates’ post-acquisition profits or losses is recognized in profit or loss, and its share of post-acquisition other comprehensive income is recognized in other comprehensive income. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. Dividends receivable from associates are recognized as a reduction in the carrying amount of the investment. Where the group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured long-term receivables, the group does not recognize further losses, unless it has incurred obligations or made payments on behalf of the associate. Unrealized gains on transactions between the group and its associates are eliminated to the extent of the group’s interest in the associates. Unrealized losses are also eliminated, unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed, where necessary, to ensure consistency with the policies adopted by the group.

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ACCOUNTS RECEIVABLE AND CONCENTRATION OF RISK

The Company’s CreateApp business effective 1 September 2015 is based on a nil accounts receivable balance as subscriptions are collected on a usage basis.

As of December 31, 2017, sales included a concentration from a major customer although accounts receivable had a nil balance.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents represent cash on hand, demand deposits, and other short-term highly liquid investments placed with banks, which have original maturities of twelve months or less and are readily convertible to known amounts of cash.

EARNINGS PER SHARE

REVENUE RECOGNITION

The Company’s Platform as a Service (“PaaS”) provides the infrastructure allowing users to develop their own applications and IT services, which users can access anywhere via a web or desktop browser. The Company recognizes revenue on a pay-to-use subscription basis when our customers use our platform. For the territories licensed to our distributors and on a white label basis, we derive royalty income from the end user use of our platform on a white label basis.

The Company maintains the PaaS software platform at its own cost. Any enhancements and minor customization for our resellers/distributors are not separately billed. Major new proprietary features are billed to the customer separately as development income while re-usable features are added to the features available to all customers on subsequent releases of our platform.

COST OF SERVICE

Cost of service results comprises fees from cloud-based hosting services.

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INCOME TAXES

RECENT ACCOUNTING PRONOUNCEMENTS

On October 2, 2017, the FASB has issued Accounting Standards Update (ASU) No. 2017-13, “Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments.” The ASU adds SEC paragraphs to the new revenue and leases sections of the Codification on the announcement the SEC Observer made at the 20 July 2017 Emerging Issues Task Force (EITF) meeting. The SEC Observer said that the SEC staff would not object if entities that are considered public business entities only because their financial statements or financial information is required to be included in another entity’s SEC filing use the effective dates for private companies when they adopt ASC 606, Revenue from Contracts with Customers, and ASC 842, Leases. This would include entities whose financial statements are included in another entity’s SEC filing because they are significant acquirees under Rule 3-05 of Regulation S-X, significant equity method investees under Rule 3-09 of Regulation S-X and equity method investees whose summarized financial information is included in a registrant’s financial statement notes under Rule 4-08(g) of Regulation S-X. The ASU also supersedes certain SEC paragraphs in the Codification related to previous SEC staff announcements and moves other paragraphs, upon adoption of ASC 606 or ASC 842. The Company does not expect that the adoption of this guidance will have a material impact on its condensed consolidated financial statements.

On November 22, 2017, the FASB ASU No. 2017-14, “Income Statement—Reporting Comprehensive Income (Topic 220), Revenue Recognition (Topic 605), and Revenue from Contracts with Customers (Topic 606): Amendments to SEC Paragraphs Pursuant to Staff Accounting Bulletin No. 116 and SEC Release 33-10403.” The ASU amends various paragraphs in ASC 220, Income Statement — Reporting Comprehensive Income; ASC 605, Revenue Recognition; and ASC 606, Revenue From Contracts With Customers, that contain SEC guidance. The amendments include superseding ASC 605-10-S25-1 (SAB Topic 13) as a result of SEC Staff Accounting Bulletin No. 116 and adding ASC 606-10-S25-1 as a result of SEC Release No. 33-10403. The Company does not expect that the adoption of this guidance will have a material impact on its condensed consolidated financial statements.

In February 2018, the FASB issued ASU No. 2018-02, “Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income.” The ASU amends ASC 220, Income Statement — Reporting Comprehensive Income, to “allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act.” In addition, under the ASU, an entity will be required to provide certain disclosures regarding stranded tax effects. The ASU is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company does not expect that the adoption of this guidance will have a material impact on its condensed consolidated financial statements.

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In March 2018, the FASB issued ASU 2018-05 — Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 (“ASU 2018-05”), which amends the FASB Accounting Standards Codification and XBRL Taxonomy based on the Tax Cuts and Jobs Act (the “Act”) that was signed into law on December 22, 2017 and Staff Accounting Bulletin No. 118 (“SAB 118”) that was released by the Securities and Exchange Commission. The Act changes numerous provisions that impact U.S. corporate tax rates, business-related exclusions, and deductions and credits and may additionally have international tax consequences for many companies that operate internationally. The Company does not believe this guidance will have a material impact on its condensed consolidated financial statements.

In July 2018, the FASB issued ASU 2018-10, “Codification Improvements to Topic 842, Leases.” The ASU addresses 16 separate issues which include, for example, a correction to a cross reference regarding residual value guarantees, a clarification regarding rates implicit in lease contracts, and a consolidation of the requirements about lease classification reassessments. The guidance also addresses lessor reassessments of lease terms and purchase options, variable lease payments that depend on an index or a rate, investment tax credits, lease terms and purchase options, transition guidance for amounts previously recognized in business combinations, and certain transition adjustments, among others. For entities that early adopted Topic 842, the amendments are effective upon issuance of this Update, and the transition requirements are the same as those in Topic 842. For entities that have not adopted Topic 842, the effective date and transition requirements will be the same as the effective date and transition requirements in Topic 842. The Company does not believe this guidance will have a material impact on its condensed consolidated financial statements.

In July 2018, the FASB issued ASU 2018-11 - Leases (Topic 842): Targeted Improvements. The ASU simplifies transition requirements and, for lessors, provides a practical expedient for the separation of non-lease components from lease components. Specifically, the ASU provides: (1) an optional transition method that entities can use when adopting ASC 842 and (2) a practical expedient that permits lessors to not separate non-lease components from the associated lease component if certain conditions are met. For entities that have not adopted Topic 842 before the issuance of this Update, the effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements in Update 2016-02. For entities that have adopted Topic 842 before the issuance of this Update, the transition and effective date of the amendments in this Update are as follows: 1) The practical expedient may be elected either in the first reporting period following the issuance of this Update or at the original effective date of Topic 842 for that entity. 2) The practical expedient may be applied either retrospectively or prospectively. All entities, including early adopters, that elect the practical expedient related to separating components of a contract in this Update must apply the expedient, by class of underlying asset, to all existing lease transactions that qualify for the expedient at the date elected. The Company does not believe this guidance will have a material impact on its condensed consolidated financial statements.

NOTE 3 - INTANGIBLE ASSETS

As of December 31, 2018 and 2017, the company has the following amounts related to intangible assets:

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	As of December 31,	As of December 31,
	2018	2017
Software acquired $	1,764,330 1,764,330 $
Other intangible assets	5,000	5,000
	1,769,330	1,769,330
Less: accumulated amortization	(1,055,799)	(787,199)
Net intangible assets $	713,531 982,131 $

No significant residual value is estimated for these intangible assets. Amortization expense for the years ended December 31, 2018 and 2017 totaled $268,600 and $351,933, respectively.

NOTE 4 – INVESTMENT IN ASSOCIATE

On April 23, 2018, the Company participated in the incorporation of a company in Indonesia, PT Weyland Indonesia Perkasa (“WIP’), an Indonesian limited liability company of which the Company held a 49% equity interest with the option to purchase an additional 31% equity interest at a later date. The results of operations of WIP from April 23, 2018 to December 31, 2018 has not been included as the amount had been fully impaired.

The following amounts are outstanding at December 31, 2018:

mounts are outstanding at December 31, 2018:
Investment in associate	$	200,000
Impairment loss		(200,000)
		-

NOTE 5 – AMOUNT DUE FROM ASSOCATE

The amount due from Associate is interest free, unsecured with no fixed repayment terms.

NOTE 6 - PREPAYMENTS , DEPOSIT AND OTHER RECEIVABLES

The following amounts are outstanding at December 31, 2018:

		As of December 31,	As of December 31,
		2018	2017
Deposit and other receivable	$	1,599,389	1,773,334
Prepayments		1,582,262	1,485,597
		3,181,651	3,258,931

Included in deposit and other receivable, an amount of $1,524,372 was held in an escrow account at a bank for the provisioning of ePayment Systems and our AtoZ platform as at December 31, 2018

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NOTE 7 – ACCRUALS AND OTHER PAYABLE

Accruals and other payable consist of the following:

other payable consist of the following:
	As of December 31,
	2018	2017
Accruals $	273,434	247,449
Other payables	10,361	10,059
$	283,795	257,508

NOTE 8 - STOCKHOLDERS’ EQUITY

Common Shares

As of December 31, 2018 and 2017, authorized common shares of the Company consist of 250,000,000 shares with par value of $0.0001 each.

Issuance of Common Stock

During the period from January 1, 2015 to June 8, 2015, 580,067,155 shares with par value of $0.0001 per share were issued to various stockholders.

During the year ended December 31, 2016, 9,747,440 shares with par value of $ 0.0001 per share were issued to various stockholders.

Cancellation of Common Stock

During the year ended December 31, 2016, 1,598,000 shares with par value of $0.0001 per share were cancelled by various stockholders.

During the year ended December 31, 2017, 100,000 shares with par value of $0.0001 per share were cancelled by various stockholders.

During the year ended December 31, 2018, 62,964 shares with par value of $0.0001 per share were cancelled by various stockholders.

Employee Stock Option Plan

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A summary of the Company’s stock option activity during the year ended December 31, 2018 is presented below:

	Number of options Weighted Average Exercise Price Weighted Average Grant-date Fair Value Weighted Average Remaining Contractual Life(Years) Aggregate Intrinsic Value
Options Outstanding, December 31, 2014	250,000 0.6 2.8 0.67 $0
Less: Option expired	(250,000) 0.6 2.8
Options Outstanding , December 31, 2015	- - - - -
Options Outstanding , December 31, 2016	- - - - -
Options Outstanding , December 31, 2017	- - - - -
Options Outstanding, December 31, 2018	- - - - -

All options outstanding are fully expired as of December 31, 2018. No new options were granted in the fiscal year 2018 or 2017.

Stock-Based Compensation

For the fiscal year ended December 31, 2018, a total of 9,197,104 shares of common stock were issued as stock based compensation to directors, consultants, advisors and other professional parties.

NOTE 9 – (LOSS) PER SHARE

The following table sets forth the computation of basic and diluted earnings per common share for the year ended December 31, 2018 and 2017, respectively:

Numerator - basic and diluted Net (loss) $ Denominator Weighted average number of common shares outstanding —basic and diluted (Loss) per common share — basic and diluted $	For the Years Ended December 31,	For the Years Ended December 31,
	2018	2017

	(4,098,677) (74,282) $

	28,809,276	22,072,569
	(0.1423) $	(0.003)

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NOTE 10 - INCOME TAXES

The Company and its subsidiaries file separate income tax returns.

The United States of America

Weyland Tech, Inc. is incorporated in the State of Delaware in the U.S., and is subject to a gradual U.S. federal corporate income tax of 21%. The Company generated taxable income for the year ended December 31, 2018 and 2017, and which is subject to U.S. federal corporate income tax rate of 21% and 34%, respectively.

Hong Kong

Weyland Tech Limited is incorporated in Hong Kong and Hong Kong’s profits tax rate is 16.5%. Weyland Tech Limited did not earn any income that was derived in Hong Kong for the years ended December 31, 2018 and 2017, and therefore, Weyland Tech Limited was not subject to Hong Kong profits tax.

The Company’s effective income tax rates were 21% and 34% for the years ended December 31, 2018 and 2017, respectively. Income tax mainly consists of foreign income tax at statutory rates and the effects of permanent and temporary differences.

	For theyear ended December 31,	For theyear ended December 31,
	2018	2017
U.S. statutory tax rate	21.0%	21.0%
Hong Kong profit tax rate	16.5%	16.5%
Foreign income not registered in the Hong Kong	(16.5%)	(16.5%)
Effective tax rate	21.0%	21.0%

As of December 31, 2018 and 2017, the Company has a deferred tax asset of nil and $229,479, resulting from certain net operating losses in U.S., respectively. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which those net operating losses are available. The Company considers projected future taxable income and tax planning strategies in making its assessment. At present, the Company concludes that it is more-likely-than-not that the Company will be able to realize all of its tax benefits in the near future and therefore a valuation allowance has been provided for the full value of the deferred tax asset. A valuation allowance will be maintained until sufficient positive evidence exists to support the reversal of any portion or all of the valuation allowance. As of December 31, 2018 and 2017, the valuation allowance was $0 and $550,741, respectively. Change of $0 and -$164,223 in the valuation allowance for the year ended December 31, 2018 and 2017 respectively.

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	As of December 31,	As of December 31,
	2018	2017
Deferred tax asset from operating losses carry- forwards $	- $	550,741
Valuation allowance	-	(550,741)
Deferred tax asset, net $	- $	-

NOTE 11 – COMMITMENTS AND CONTINGENCIES

Operating lease

The Company’s current executive offices are currently leased for $820 per month.

Legal proceedings

As of March 16, 2019, all outstanding lawsuits and disputes previously reported in the Company’s 10-Q and 10-K filings have been settled and the Company has no further material legal proceedings outstanding.

NOTE 12 – SUBSEQUENT EVENTS

On January 17, 2019 the Company announced today that it has engaged Maxim Group LLC (“Maxim”), a leading investment banking, securities and investment management firm, to provide investment banking services to the Company.

Maxim will provide its full scope of investment banking services that includes strategic planning, developing strategic partnerships, and introducing the company to the investment community.

On January 28, 2019 the Company announced update in its strategic partnership with Indonesian telecom services and bill payment provider, PT. Finnet Indonesia ( “Finnet”), announced in August 2018 and also approval by regulators for its ‘co-branded’ online eMoney license enabling the launch of AtoZPay QR code payment solutions.

Finnet and AtoZPay have applied to the Bank of Indonesia for licensing approval to provide the QR code-based service to customers of which only 34 large banks and telecom services companies hold. The license was approved on January 18, 2019 and the joint launch began on February 15th, 2019.

On January 31, 2019 announced an update on its strategic partnership with PT Royal Express Indonesia ("REX") www.rex.co.id/id. REX ships approximately 10,000 packages per day, for thousands of Small-Medium sized Businesses (“SMBs”).

In December 2018, the Company signed an agreement with REX to create a cashless option for REX clients by using the eWallet platform.

Weyland is obligated under the agreement to gradually replace the cash-on-delivery facet of the REX business. Currently, REX deliveries are paid for in cash, which is inefficient, insecure and inconvenient. Weyland Tech’s eWallet, AtozPay, will enable the deliveries to be transacted via the

F-15

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smartphone app eliminating cash. REX has indicated that the addition of the Weyland solution will dramatically improve operational efficiencies and expects to achieve well-above market growth rates once fully implemented.

Weyland’s Indonesian entity, WIP, would receive an average of 15% of each delivery fee, which is equivalent to US$0.45-.50, or potentially $1.6 - 2 million in net revenue annually, if our internal targets are met.

The Companies are implementing a pilot program and a launch date of April 15th, 2019.

On March 25, 2019 the Company announced that litigation between the Company and a group of shareholders in Singapore, regarding ownership of approximately 3,500,000 shares of the Company’s common stock, has been settled. As a result, all outstanding lawsuits and disputes previously reported in the Company’s 10-Q and 10-K filings have been settled and the Company has no further material legal proceedings outstanding.

F-16

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Item 9. Changes and Disagreements with Accountants on Accounting and Financial Disclosures

None

Item 9A. Controls and Procedures

a) Evaluation of Disclosure Controls and Procedures

With the current procedures in place, we have the ability to identify significant transactions that require disclosure under the Securities Exchange Act of 1934. Our current procedures comply fully with the disclosure controls in fiscal year 2018.

b) Annual Report of Management on Internal Control over Financial Reporting

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

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As of December 31, 2018, management assessed the effectiveness of our internal control over financial reporting and based on that evaluation, they concluded that, during the period covered by this report and going-forward, such internal controls and procedures were effective to detect the inappropriate application of US GAAP rules as more fully described below.

(1) A functioning audit committee and a majority of independent members and outside directors on our board of directors, resulting in effective oversight in the establishment and monitoring of required internal controls and procedures;

(2) Adequate segregation of duties consistent with control objectives.

c) Changes in Internal Control over Financial Reporting

Management has reported to the Audit Committee the content of the material weaknesses identified in our assessment. Addressing these weaknesses is a priority of management and we are in the process of remediating the cited material weaknesses. For example, The Company is actively evaluating its internal control structure to identify the need for additional resources to ensure appropriate segregation of duties.

Except as disclosed in the preceding paragraphs, there have been no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

Item 9B. Other Information

None.

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PART III

Item 10. Directors, Executive Officers, and Corporate Governance

The following table sets forth the names and ages of all our directors and executive officers and our key management personnel as of the date hereof. All of our directors serve until the next annual meeting of stockholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. Executive officers serve at the discretion of the Board of Directors.

Name	Age	Positions and Offices Held
Brent Suen	52	President, Chief Executive Officer, Director and Secretary
Lionel Choong	57	Acting Chief Financial Officer and Director
Eddie Foong	46	Chief Operating Officer and Director
Matthew Burlage	56	Independent Director
Ross O'Brien	51	Independent Director
Brett Lay	57	Independent Director
Jon Najarian	55	Independent Director

Set forth below is a brief description of the background and business experience of each of our executive officers, directors, and key management personnel.

Brent Suen, age 52, President, Chief Executive Officer and Director

Brent Suen has been President and Chief Executive Officer of the Company since November 19, 2014, and a director of the Company since November 19, 2014. Mr. Suen has 27 years of experience in the investment banking industry. He began his career in merger arbitrage at Bear Stearns in 1988, at the age of 20, as the firms’ youngest hire. In 1993, he founded Axis Trading Corp., one of the first online platforms for stock trading and subsequently sold it to a division of Softbank in 1996. In 1997, he co-founded Elevation Capital which invested in and advised Silicon Valley based companies on IPO’s, mergers and acquisitions, strategic partnerships and fund raising. In 2003 Brent moved to Hong Kong and China where he established Bay2Peak S.A. Bay2Peak has invested in and advised over fifty companies which include Internet, software, renewable energy and life science companies. From 2006 to 2008 he also advised IRG TMT Asia Fund on private and public investments. In 2012 Brent served as advisor to McLarty Group and Citibank Venture Capital on a sale/leaseback program valued at $160 million leading to the eventual sale of the company for $630 million. For the past six years, Brent led the start-up and management of Empirica S.A., a security/intelligence and frontier markets focused advisory firm operating in Asia, the Middle East, Africa and Central Asia.

Mr. Suen holds a BA degree in Finance from Westminster.

Based on Mr. Suen’s work experience and education , the Board believes that he is well qualified to serve as a director and Chief Executive Officer.

Lionel Choong, age 57, Acting Chief Financial Officer, Director

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Lionel Choong has been acting Chief Financial Officer since July 17, 2015, and is a current member of our board of directors. Previously, Mr. Choong was the Vice Chairman of the Board and a director of Emerson Radio Corp. (NYSE: MSN) from November 2013 to June 2017. Mr. Choong was acting Chief Financial Officer of Global Regency Ltd., between April 2009 and June 2015 and remains as a consultant thereafter. Mr. Choong is a director and consultant for Willsing Company Ltd., a position he has held since August 2004 and Board Advisor to Really Sports Co., Ltd., a position he has held since June 2013. Mr. Choong has a wide range of experience in a variety of senior financial positions with companies in China, Hong Kong SAR, and London, UK. His experience encompasses building businesses, restructuring insolvency, corporate finance, and initial public offerings in a number of vertical markets, including branded apparel, consumer and lifestyle, consumer products, pharmaceuticals, and logistics. From June 2008 to May 2011, Mr. Choong was acting Chief Financial Officer of Sinobiomed, Inc. (now Weyland Technology, Inc.).

Mr. Choong is a fellow member and holds a corporate finance diploma from the Institute of Chartered Accountants in England and Wales. He is also a CPA and practicing member of the Hong Kong Institute of Certified Public Accountants and a member of the Hong Kong Securities Institute. Mr. Choong holds a Bachelor of Arts in Accountancy from London Guildhall University, UK, and a Master of Business Administration from the Hong Kong University of Science and Technology and the Kellogg School of Management at Northwestern University.

Based on Mr. Choong’s work experience, previous directorships, and education, the Board believes that he is well qualified to serve as a director and acting Chief Financial Officer of the Company.

Eddie Fong, age 46, Chief Operating Officer, Director

Eddie Foong serves as our Chief Operating Officer and is a director with the Company. Mr. Foong is the founder and creator of CreateApp, and has over 17 years of experience in IT, sales and marketing and operations. He was involved in a RFID technology company that developed and changed Singapore National Library Books borrowing system island wide. He previously headed the sales and marketing department of Info. Technology within MNCs and government agencies.

Mr. Foong graduated with a Class 1 BEng Honours Degree and IBM Award holder from University of Strathclyde,

U.K.

Based on Mr. Foong’s work experience and education , the Board believes that he is well qualified to serve as a director and Chief Operating Officer of the Company.

Matthew Burlage, age 56, Independent Director

Before co-founding IRG, Mr. Burlage was a Managing Director and Head of Industry Groups at Lehman Brothers in Hong Kong where he created the first and largest dedicated TMT industry group at an investment bank in Asia in the early 1990s. He has been an adviser on capital raisings, equity/debt financings and merger and acquisition strategy to Asia’s leading companies in Japan,

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Singapore, Hong Kong, Indonesia, China, Thailand, Taiwan, and South Korea, as well as to global telecommunications operators in Europe and the US.

Mr. Burlage was ranked Number One in ex-Japan Corporate Asia, and Number Two in Corporate Asia, by Institutional Investor, and is a member of Institutional Investor’s Top 20 Global E-Finance Elite for Asia and Europe.

Mr. Burlage holds an MBA from Harvard Business School and a Bachelor of Arts from Yale University. Mr. Burlage also attended the Japanese Language Institute of Sophia University.

Based on Mr. Burlage’s work experience and education , the Board believes that he is well qualified to serve as an independent director of the Company.

Ross O’Brien, age 51, Independent Director

Ross O'Brien is an independent, non-executive director of the Company. Mr. O’Brien is an analyst, writer, presenter, and consultant focused on the economies and business environments of the Asia-Pacific, with over 25 years of experience in the region. His analysis surrounds Asia’s Innovation Economy—the intersection of information technology and the region’s broader society and economy. For nine years he was Director of the Economist Corporate Network, a membership-based business advisory programmer for senior executives of multinationals in Asia.

Since October 2017, Mr.O’Brien has been a Principal consultant with Ovum, an Informa Group company and is also Managing Director of the Hong Kong operations of Intercedent Asia, a region-wide partnership of B2B market consultants, which provides research-based market entry and positioning advice in several verticals across Asia. Mr. O’Brien’s practice focuses on market entry strategies for telecoms and IT companies, in managed services and wireless solutions. His client work involved extensive research work in over a dozen economies in Asia, including extended field research in China, Indonesia, Vietnam and Bangladesh.

Mr. O’Brien was also for many years an analyst and Asian research director for Pyramid Research (once a subsidiary of the Economist Intelligence Unit, now a division of Progressive Digital Media) a telecoms advisory firm providing forecasts and analysis on infrastructure and services markets in emerging markets. Ross worked for Pyramid in the US, Singapore and Hong Kong.

Mr. O’Brien has also served as a Research Director of Advisory Services for Strategic Intelligence, a venturefunded economic analysis firm with an emphasis on Internet-based delivery of analysis and forecasts on ‘new economy’ industries and markets in Asia. From 1996 to 1998, he was a consultant in AT&T Solutions' operational process improvement practice, serving financial services and telecoms clients in China and Indonesia, including a yearlong project overseeing customer care service process improvement for PT Telkom, based in Bandung.

Mr. O’Brien holds an AB in Asian Studies and Anthropology from Dartmouth College (1989), and an MBA from the University of California at Berkeley’s Haas School.

Based on Mr. O’Brien’s work experience and education , the Board believes that he is well qualified to serve as an independent director of the Company.

Brett Lay, age 57, Independent Director

Brett Lay is an independent, non-executive director of the Company. Mr. Lay served as Chief Financial Officer of Pacnet Limited, AsiaNetcom, and Pacific Internet from February 2007 to April 2015. A seasoned successful business executive with 28 years of operating experience including 15 years as a Chief Financial Officer for both private and public companies. Acted as interim CEO during transition phases. A member of the board of directors working with private equity owners to

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grow and harvest their investments. Over 18 years of work experience in Asia while residing in Singapore and Hong Kong. Active member of the board of directors for joint ventures in China, India, South Korea, and Philippines. Originated and completed the successful execution of several mergers and acquisitions, including the post integration efforts.

Brett has his Masters of Science Finance and Masters of Science Management, from the University of Colorado, Denver.

Based on Mr. Lay’s work experience, previous directorships, and education , the Board believes that he is well qualified to serve as an independent director of the Company.

Jon Najarian, age 55, Independent Director

Jon Najarian is an independent, non-executive director of the Company.

He became a member of the CBOE, NYSE, CME and CBOT and worked as a floor trader for twenty five years.

In 2016, Mr. Najarian co-founded Najarian Advisors, a company advising institutional investors on options strategies. In 2015, Mr. Najarian co-founded Rebellion Partners, a venture consulting firm. In 2005 Jon co-founded optionMONSTER and tradeMONSTER – both were acquired in 2014 by private equity firm General Atlantic Partners. Today, he is a professional investor, money manager and media analyst. In 1990, Mr. Najarian founded Mercury Trading, a market-making firm at the Chicago Board Options Exchange (CBOE), which he subsequently sold in 2004, to Citadel, one of the world’s largest hedge funds.

Mr. Najarian is a weekly guest on CNBC, where he is cast member of the “Halftime Report” and the “Fast Money” show. He is also the feature of the “DRJ Report” on CBOE-TV, the exchange’s popular webcast.

Based on Mr. Najarian’s work experience , the Board believes that he is well qualified to serve as an independent director of the Company.

Family Relationships

There are no family relationships between any of the Company’s directors or executive officers.

Involvement in Certain Legal Proceedings

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s officers and directors, and persons who own more than ten percent (10%) of a registered class of the Company’s equity securities to file reports of ownership and changes in ownership with the Securities and Exchange Commission (“SEC”). Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.

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Based solely on our review of certain reports filed with the Securities and Exchange Commission pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, the reports required to be filed with respect to transactions in our common stock during the fiscal year ended December 31, 2018, were timely.

Board Committees

Our board of directors has established an audit committee. The committee has its own charter. Each of the board committees has the composition and responsibilities described below.

Members will serve on the Audit committees until their resignation or until otherwise determined by our Board of Directors.

Audit Committee

Our audit committee was established on March 28, 2017 to oversee our corporate accounting and financial reporting processes. Our audit committee, among other things, is responsible for:

selecting and hiring the independent registered public accounting firm to audit our financial statements;
helping to ensure the independence and performance of the independent registered public accounting firm;
approving audit and non-audit services and fees;
reviewing financial statements and discussing with management and the independent registered public accounting firm our annual audited and quarterly financial statements, the results of the independent audit and the quarterly reviews, and the reports and certifications regarding internal controls over financial reporting and disclosure controls;
preparing the audit committee report that the SEC requires to be included in our annual proxy statement;
reviewing reports and communications from the independent registered public accounting firm;
reviewing earnings press releases and earnings guidance;
reviewing the adequacy and effectiveness of our internal controls and disclosure controls and procedures;
reviewing our policies on risk assessment and risk management;
reviewing related party transactions;
establishing and overseeing procedures for the receipt, retention and treatment of accounting related complaints and the confidential submission by our employees of concerns regarding questionable accounting or auditing matters; and
reviewing and monitoring actual and potential conflicts of interest.

Our audit committee is comprised of Messrs. Burlage, O’Brien and Lay. Mr. Burlage is the chairman of our audit committee. Our Board has determined that each of the directors serving on the audit committee meets the requirements for financial literacy under applicable rules and regulations of the SEC and NASDAQ. In addition, our Board has determined that Mr. Burlage meets the

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requirements of a financial expert as defined under the applicable rules and regulations of the SEC and who has the requisite financial sophistication as defined under the applicable rules and regulations of NASDAQ. Our Board has considered the independence and other characteristics of each member of our audit committee, and our Board believes that each member meets the independence and other requirements of the SEC and NASDAQ.

Code of Business Ethics and Conduct

At the present time, the Company has not adopted a code of business ethics and conduct. The Company intends to adopt a code of ethics in the near future.

Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

●been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
●had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;
●been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;
●been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
●been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-anddesist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
●been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any selfregulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our directors or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the Commission.

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Item 11. Executive Compensation

Executive Compensation

The following Summary Compensation Table sets forth all compensation earned, in all capacities, during the fiscal years ended December 31, 2018 and 2017 by each of the executive officers.

Summary Compensation Table

Name and Principal Position	Year	Retainer ($)	Bonus ($)	Stock awards ($)	Option awards ($)	All other Compensation ($)	Total ($)
Brent Suen President, Chief Executive Officer and Director	2017 2018	60,000 60,000	- -	- 27,000	- -	- -	60,000 87,000
Lionel Choong, Acting Chief Financial Officer and Director	2017 2018	60,000 90,000	-	- 57,000	-	-	60,000 147,000
Eddie Foong, Chief Operating Officer and Director	2017 2018	- -	-	- 127,000	-	-	- 127,000

Option Grants

We did not grant any options to any of our executive officers during the years ended December 31, 2018 and 2017.

Summary of Executive Officer and Director Agreements

Item 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth certain information regarding our shares of common stock beneficially owned as of April 10, 2019, for (i) each stockholder known to be the beneficial owner of 5% or more of our outstanding shares of common stock, (ii) each Named Executive Officer and director, and (iii) all executive officers and directors as a group. A person is considered to beneficially own any shares: (a) over which such person, directly or indirectly, exercises sole or shared voting or investment power, or (b) of which such person has the right to acquire beneficial ownership at any time within 60 days after such date upon the exercise of stock options, warrants or convertible securities. Unless otherwise indicated, voting and investment power relating to the shares shown in

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the table for our directors and executive officers is exercised solely by the beneficial owner or shared by the owner and the owner’s spouse or children.

For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock that such person has the right to acquire within 60 days after April 10, 2019. For purposes of computing the percentage of outstanding shares of common stock held by each person or group of persons, any shares that such person or persons has the right to acquire within 60 days after April 10, 2019 is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.

Unless otherwise specified, the address of each of the persons set forth below is in care of Weyland Tech Inc., 85 Broad Street, 16-079, New York, NY 10004.

Name of Beneficial Owner	Position	Amount and Nature of Beneficial Ownership	Percent of Common Stock(1)
Directors and Executive Officers
Brent Suen	Chief Executive Officer & Financial Officer	1,282,000	3.5
Lionel Choong	Acting Chief Financial Officer	954,000	2.6
Eddie Foong	Chief OperatingOfficer	3,270,000	8.9

All Directors and Officers as a group (3 persons)		5,506,000	15.0

5% Shareholders

None
Notes: (1) Applicable percentage ownership is based on 39,648,464 shares of common stock outstanding as of April 10, 2019.

Changes in Control

We are not aware of any arrangements that may result in changes in control as that term is defined by the provisions of Item 403(c) of Regulation S-K.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Transactions with Related Persons

None of our officers, directors, proposed director nominees, beneficial owners of more than 10% of our shares of common stock, or any relative or spouse of any of the foregoing persons, or any relative of such spouse who has the same house as such person or who is a director or officer of any parent or subsidiary of our Company, has any direct or indirect material interest in any transaction to which we are a party for the year ended 2018, nor any proposed transaction to which we are proposed to be a party.

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Director Independence

We believe our corporate governance initiatives comply with the rules and regulations of the SEC and with the rules of The Nasdaq Stock Market, or Nasdaq. Our board of directors evaluates our corporate governance principles and policies on an ongoing basis.

NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the company or any other individual having a relationship which, in the opinion of the company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent if:

●the director is, or at any time during the past three years was, an employee of the company;

●the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);
●a family member of the director is, or at any time during the past three years was, an executive officer of the company;
●the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);
●the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or
●the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.

Based on this review, Messrs. Matthew Burlage, Ross O'Brien and Brett Lay, are considered independent, nonexecutive board directors.

The Board has determined that Mr. Matthew Burlage qualifies as an “audit committee financial expert,” as that term is defined in applicable regulations of the SEC.

As of December 31, 2018, our board of directors is composed of seven (7) directors, of which four (4) directors, Matthew Burlage, Ross O’Brien, Jon Najarian and Brett Lay are independent, non-executive directors. In addition, our audit committee is composed entirely of independent directors, including the chairperson.

Item 14. Principal Accountants’ Fees and Services

The following table discloses the fees billed by our auditor in connection with the audit of the Company’s annual financial statements for the years ended December 31, 2018 and 2017.

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Financial Statements for Year Ended December 31	Audit Fees(1)	Audit Related Fees(2)	Tax Fees(3)	All Other Fees(4)
2017	$35,000	-	-	-
2018	$45,000	$17,800
Notes: (1) The aggregate fees billed for the fiscal year for professional services rendered by the principal accountant for the audit of the Company’s annual financial statements and review of financial statements included in the Company’s Form 10-Qs or services that are normally provided by the accountant in connection with statutory and regulatory engagements for that fiscal years. (2) The aggregate fees billed in the fiscal year for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported in Note 1. (3) The aggregate fees billed in the fiscal year for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. (4) The aggregate fees billed in the fiscal year for the products and services provided by the principal accountant, other than the services reported in Notes (1), (2) and (3).

(4) The aggregate fees billed in the fiscal year for the products and services provided by the principal accountant, other than the services reported in Notes (1), (2) and (3).

Audit Committee’s Pre-Approval Practice

Our audit committee pre-approves all audit services to be performed by our independent registered public auditor.

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PART IV

Item 15. Exhibits, Financial Statements

Financial Statements and Report of Independent Registered Public Accounting Firm.
Financial Statement Schedules: None

3. Exhibits

Exhibit No.	Description of Exhibit
3.1	Certificate of Amendment to the Certificate of Incorporation of the Company (incorporated by
	reference to Schedule 14C Information of the Company filed with the Securities and Exchange
	Commission on September 1, 2015)
3.2	Bylaws (incorporated by reference to Form SB-2 of the Company filed with		the Securities and
	Exchange Commission on September 19, 2005)
4.1	Common Share Purchase Agreement, dated July 3, 2017, by and between Weyland Tech, Inc. and
	Escape Pixel Pte. Ltd, and certain individuals. ((incorporated by reference to the Form 8-K the
	Company filed with the Securities and	Exchange Commission on August 6, 2018)
4.2	Common Stock Purchase Agreement, dated November 7, 2018, by and between Weyland Tech
	Inc., and RedDiamond Partners LLC (incorporated by reference to the Form		S-1 of the Company
	filed with the Securities and Exchange	Commission on December 17, 2018)
4.3	Registration Rights Agreement, dated November 7, 2018, by and between Weyland Tech Inc., a
	Delaware corporation, and RedDiamond Partners LLC, a Delaware limited liability company
	(incorporated by reference to the Form S-1 of the Company filed with the Securities and
	Exchange Commission on December 17, 2018)
10.1	Form of License Agreement, dated August 9, 2016, between. Weyland Tech, Inc and BGT
	Corporation Public Company Limited. (incorporated by reference to Form 8-K of the Company
	filed with the Securities and Exchange	Commission on September 9, 2016)
31.1*	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of
	2002.
31.2*	Certification of the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
	of 2002.
32.1*	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
	Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
	Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document*
101.SCH	XBRL Taxonomy Extension Schema Document*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB	XBRL Taxonomy Extension Label Linkbase Document*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document*
*	Filed herewith

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SIGNATURES

Weyland Tech, Inc. (Registrant) Date: April 15, 2019 By: /s/ Brent Y. Suen Brent Y. Suen

	Signature Title Date
	/s/ Brent Y. Suen Brent Y. Suen President and Chief Executive Officer and Principal Financial Officer) April 15, 2019

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10-K/A 1 weyl10ka_123118apg.htm WEYL 10-K/A 12/31/18

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 10-K/A (Amendment No. 1)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal years ended December 31, 2018 or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to _ to ___ Commission File Number: 000-51815

WEYLAND TECH INC.

(Exact name of registrant as specified in its charter)

Delaware

46-5057897

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

85 Broad Street, 16-079 New York, NY 10004

(Address of principal executive offices, including Zip Code)

(808) 829-1057

(Registrant’s telephone number, including area code)

Securities registered under Section 12 (b) of the Exchange Act: None

Securities registered under Section 12 (g) of the Exchange Act: Common stock, $0.0001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ] Yes [X] No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [X] No

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[X] Yes [ ] No

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] Emerging Growth Company [_]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). [ ] Yes [X] No

DOCUMENTS INCORPORATED BY REFERENCE : None

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EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (this “Amendment No. 1”) of Weyland Tech Inc. (the “Company”) amends the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, originally filed with the Securities and Exchange Commission (“SEC”) on April 15, 2019 (the “10-K”), for the sole purpose of including certain signatures that were unintentionally omitted.

Except as expressly set forth above, this Amendment No. 1 does not, and does not purport to, amend, update, change or restate the information in any other item of the 10-K, or reflect any events that have occurred after the date of the 10-K. This Amendment No.1 should be read in conjunction with the original 10-K.

In accordance with applicable SEC rules, and as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment No. 1includes new certifications from the Company’s Principal Executive Officer and Principal Accounting and Financial Officer, dated as of the date of filing of this Amendment No. 1.

iii

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Table of Contents
	Page
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	iv
USE OF TERMS	iv
PART I	1
Item 1. Business	1
Item 1A. Risk Factors	8
Item 1B Unresolved Staff Comments	12
Item 2. Properties	12
Item 3. Legal Proceedings	12
Item 4. Mine Safety Disclosures	13
PART II	14
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	14
Item 6. Selected Financial Data	16
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	20
Item 8. Financial Statements and Supplementary Data	20
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	21
Item 9A. Controls and Procedures	21
Item 9B. Other Information	22
PART III	23
Item 10. Directors, Executive Officers and Corporate Governance	23
Item 11. Executive Compensation	29
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	29
Item 13. Certain Relationships and Related Transactions, and Director Independence	30
Item 14. Principal Accounting Fees and Services	31
PART IV	33
Item 15. Exhibits, Financial Statement Schedules	33
SIGNATURES	34

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This annual report on Form 10-K and other reports that we file with the SEC contain statements that are considered forward-looking statements. Forward-looking statements give the Company’s current expectations, plans, objectives, assumptions or forecasts of future events. All statements other than statements of current or historical fact contained in this annual report, including statements regarding the Company’s future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plans,” “potential,” “projects,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” and similar expressions. These statements are based on the Company’s current plans and are subject to risks and uncertainties, and as such the Company’s actual future activities and results of operations may be materially different from those set forth in the forward-looking statements. Any or all of the forward-looking statements in this annual report may turn out to be inaccurate and as such, you should not place undue reliance on these forward-looking statements. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs. The forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and assumptions due to a number of factors, including:

Our ability to raise capital, which in turn is related to the performance of our stock price and liquidity;
dependence on key personnel;
competitive factors;
continued growth of mobile app markets;
the operation of our business; and
general economic conditions in the ASEAN, Asia-Pacific Region and in the United States.

USE OF TERMS

Except as otherwise indicated by the context, all references in this report to:

“Weyland Tech,” “Company,” “we,” or “our,” unless the context otherwise requires, are to Weyland Tech Inc. and all its subsidiaries that may exist from time to time;
“SEC” are to the United States Securities and Exchange Commission;
“Securities Act” are to the Securities Act of 1933, as amended;
“Exchange Act” are to the Securities Exchange Act of 1934, as amended; and
“U.S. dollar,” “USD,” “US$” and “$” are to the legal currency of the United States.

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PART I

Item 1. Business

Overview

We believe that SMBs can increase sales, reach more customers and promote their products and services via a simple easy to build mobile app at an affordable price and in a cost-effective manner.

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increasing integration of e-wallets with use cases such as online games and e-commerce; and the opportunity to offer broader digital financial services using e-wallets as a foundation.

AtozPay officially exited the closed beta environment on May 23, 2018 and officially launched for business.

AtozPay is designed to be a robust, universal payment platform therefore its growth is not limited to the Company’s PaaS customers alone.

Our Strategy

The CreateApp platform enables SMB to create a mobile application ("app") without the need of technical knowledge, high investment or background in IT.

Weyland Tech currently offers the CreateApp platform directly, as a Platform as a Service (“PaaS”) in the following key markets:

-Singapore: www.createappsingapore.com

-India (Jaipur): www.aapkiapp.in

EU, via a Strategic Cooperation with Augicom S.A. (www.augicom.ch)
Malaysia, via a Cooperation Agreement with Silver Ridge Tangerine Sdn Bhd (www.silverridge.com.my)

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Hong Kong and South China via a Cooperation Agreement with Info Zone Development Ltd.
Indonesia, via a Cooperation Agreement with DPEX Worldwide
Thailand via a Cooperation Agreement with BGT Corporation Public Company Limited
The Philippines via a Cooperation Agreement with MocaApp
France via a Cooperation Agreement with Orange Pro

For the territories licensed to our distributors and on a white label basis, we derive royalty income from the end user use of our platform.

SMB’s

Over the past two years, the Company has evolved our Platform as a service model with three distinct market paths to drive recurring revenue business model:

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Growth of the Mobile Apps Industry

Recent Developments

On February 15, 2018 announced that Mr. Jon Najarian has joined the Company’s Board of Directors.

On May 23, 2018 the Company, announced that AtozPay exited beta stage.

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services in Indonesia, is currently the largest ‘fixed-line’ provider with over 10 million households and businesses as their clients.

The partnerships include:

Telkomsel – Indonesia’s largest telecom service provider.
BRI Bank – one of the oldest banks in Indonesia, with US$62 billion in assets.
Bank Mandiri – one of the largest banks in Indonesia with over US$81 billion in assets.
Grab Taxi – the number one ride sharing and delivery service in Southeast Asia funded by HSBC, Toyota Motor
Company, Paul Allen (Co-founder of Microsoft), Oppenheimer, Softbank and multiple other ‘tier-one’ investors.

• Go-Jek – Indonesia’s largest motorcycle and scooter based taxi service, funded by Google, Tencent, Temasek, Sequoia Capital, KKR and multiple other ‘tier-one’ investors.

The spin-off of (“WAI”) holds a 49% equity ownership interest in PT Weyland Indonesia Perkasa, a limited liability company organized under the laws of the Republic of Indonesia (“WIP”).
WIP’s primary business operations include a digital financial transactions app serving the rapidly growing Indonesia e-commerce and e-payment markets (“eWallet”).
Post distribution Weyland will retain an option for 31% of AtoZPay which can be acquired by the Company at its discretion for a nominal exercise price.
As AtoZPay was at no time consolidated into Company financial statements the spin-off will have no effect on the Company's core business financials.

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‘last-mile’ and payment solution for companies looking to expand their sales thru eCommerce/mCommerce and have goods and services paid for and delivered.

Competition

Our business is rapidly evolving and highly competitive. Our current and potential competitors include Online Gaming companies, eCommerce and eWallet platforms.

Online Games

E-commerce

E-wallet Platforms

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Intellectual Property

Employees

The Company currently has seventeen full-time contracted personnel in Singapore, Myanmar, Hong Kong and the United States.

Available Information

Item 1A. Risk Factors

RISKS RELATED TO OUR BUSINESS

We are subject to risks associated with changing technologies in the mobile apps industry, which could place us at a competitive disadvantage.

Our success depends on our ability to continue to meet our customers’ changing requirements and specifications with respect to these and other criteria. There can be no assurance that we will be

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able to address technological advances or introduce new offerings that may be necessary to remain competitive within the mobile apps industry.

Systems failures could cause interruptions in our services or decreases in the responsiveness of our services which could harm our business.

Our cost structure is partially fixed. If our revenues decline and we are unable to reduce our costs, our profitability will be adversely affected.

Attrition of customers and failure to attract new customers could have a material adverse effect on our business, financial condition and results of operations and cash flows.

Any future acquisitions may result in significant transaction expenses, integration and consolidation risks and risks associated with entering new markets, and we may be unable to profitably operate our consolidated company.

We may be unable to respond to customers' demands for new mobile app solutions and service offerings and our business, financial condition and results of operations and cash flows may be materially adversely affected.

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We may be unable to respond to the evolving industry practices and technology solutions, and our business, financial condition and results of operations and cash flows may be materially adversely affected.

We may be exposed to liabilities under the Foreign Corrupt Practices Act, and any determination that we violated the Foreign Corrupt Practices Act could have a material adverse effect on our business.

RISKS RELATED TO THE MARKET FOR OUR STOCK

The market price of our common stock can become volatile, leading to the possibility of its value being depressed at a time when you may want to sell your holdings.

our earnings releases, actual or anticipated changes in our earnings, fluctuations in our operating results or our failure to meet the expectations of financial market analysts and investors;
changes in financial estimates by us or by any securities analysts who might cover our stock;
speculation about our business in the press or the investment community;
significant developments relating to our relationships with our customers or suppliers;

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stock market price and volume fluctuations of other publicly traded companies and, in particular, those that are in our industry;
customer demand for our business solutions;
investor perceptions of our industry in general and our Company in particular;
the operating and stock performance of comparable companies;
general economic conditions and trends;
announcements by us or our competitors of new products, significant acquisitions, strategic partnerships or divestitures;
changes in accounting standards, policies, guidance, interpretation or principles;
loss of external funding sources;
sales of our common stock, including sales by our directors, officers or significant stockholders; and
addition or departure of key personnel.

Our common stock is quoted on the over-the-counter electronic quotation system maintained by the OTC Markets which may have an unfavorable impact on our stock price and liquidity.

Our common stock is quoted on the OTCQX, an over-the-counter electronic quotation system maintained by the OTC Markets. The OTCQX is more limited than a trading market such as the New York Stock Exchange or NASDAQ. The OTCQX is a less visible market for the trading of our common stock by existing and potential stockholders, and so trading of our common stock on the OTCQX could depress the trading price of our common stock and could have a longterm adverse impact on our ability to raise capital in the future. We plan to list our common stock as soon as practicable. However, we cannot assure you that we will be able to meet the initial listing standards of any stock exchange, or that we will be able to maintain any such listing.

We may be subject to penny stock regulations and restrictions and you may have difficulty selling shares of our common stock.

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We do not intend to pay dividends for the foreseeable future.

Item 1B. Unresolved Staff Comments.

This information is not required for smaller reporting companies.

Item 2. Properties

Item 3. Legal Proceedings

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Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

a) Market Information

The Company’s Common Stock currently trades on the OTCQX Marketplace under the symbol “WEYL”.

Quarter Ended	High ($)	Low ($)
December 31, 2018	2.98	0.53
September 30, 2018	3.05	1.11
June 30, 2018	4.58	0.96
March 31, 2018	7.08	3.53
December 31, 2017	5.10	3.20
September 30, 2017	4.44	2.95
June 30, 2017	4.50	3.55
March 31, 2017	6.90	3.85

b) Holders

As of April 10, 2019, there were approximately 2,200 holders of record of our Common Stock .

c) Dividend Policy

d) Securities Authorized for Issuance Under Equity Compensation Plans

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A summary of the Company’s stock option activity during the year ended December 31, 2018 is presented below:

		Number of options Weighted Average Exercise Price Weighted Average Grant-date Fair Value Weighted Average Remaining Contractual Life(Years) Aggregate Intrinsic Value
Options Outstanding, December 31, 2014		250,000 0.6 2.8 0.67 $0
Less: Option expired		(250,000) 0.6 2.8
Options Outstanding , December 31, 2015		- - - - -
Options Outstanding , December 31, 2016		- - - - -
Options Outstanding , December 31, 2017		- - - - -
Options Outstanding, December 31, 2018		- - - - -

All options outstanding are fully expired as of December 31, 2018. No new options were granted in the fiscal year 2018 or 2017.

Transfer Agent

We have engaged Nevada Agency and Trust Company as our stock transfer agent. Nevada Agency and Trust Company is located at 50 West Liberty Street, Reno, Nevada 89501. Phone: (775) 332-0626.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities.

During the year ended December 31, 2018, the Company engaged in the following sales of unregistered securities.

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During the year ended December 31, 2016, 9,747,440 shares with par value of $ 0.0001 per share were issued to various stockholders.

Rule 10B-18 Transactions

During the year ended December 31, 2018, there were no repurchases of the Company’s common stock by the Company.

Item 6. Selected Financial Data

We are not required to provide the information required by this item because we are a smaller reporting company.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

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Plan of Operations

Need for Additional Capital

To become profitable and competitive, and execute strategic transactions, we may have to raise additional capital. If we are unable to raise additional equity capital to develop our business and

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continue earning revenues, we might have to suspend or cease operations and our investors may lose their investment.

Results of Operations

Summary of Statements of Operations for the Year Ended December 31, 2018 and 2017:

Revenue

Cost of Service

Gross margin

Reduced to 17.7% from 27.7% as a result of highly competitive emerging markets with reduced price points.

Operating Expenses

General and Administrative

Research and Development

Stock-based compensation

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Stock-based compensation expenses for the twelve months ended December 31, 2018 was $1,237,210 (2017: $388,650)

Net Loss

Liquidity and Capital Resources

Critical Accounting Policies

Our critical accounting policies are included in Note 2 – “Summary of Significant Accounting Policies” of Notes to Consolidated Financial Statements included in this Report.

Recently Issued Accounting Standards

Our recently issued accounting standards are included in Note 2 - “Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements included in this Report.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, financings or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).

Contractual Obligations

Long Term Leases

Nil

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

We are not required to provide the information required by this Item because we are a smaller reporting company.

Item 8. Financial Statements and Supplementary Data

WEYLAND TECH INC.

INDEX TO FINANCIAL STATEMENTS

	Page
Reports of Independent Registered Public Accounting Firms	F-1

Consolidated Balance Sheets at December 31, 2018 and 2017	F-2

Consolidated Statements of Operations for year ended December 31, 2018 and 2017	F-3

Consolidated Statements of Cash Flows for the year ended December 31, 2018 and 2017	F-4

Consolidated Statements of Stockholders' Equity for the year ended December 31, 2018 and 2017	F-5

Notes to Consolidated Financial Statements	F-6

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Weyland Tech Inc.

Opinion on the Financial Statements

Basis for Opinion

/s/ Centurion ZD CPA & Co. Centurion ZD CPA & Co. Hong Kong April 12, 2019 We have served as the Company’s auditor since 2012

F-1

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WEYLAND TECH INC. *Consolidated Balance Sheets* December 31 ASSETS 2018	WEYLAND TECH INC. *Consolidated Balance Sheets* December 31 ASSETS 2018	December 31 2017
Non-current assets

Intangible assets, net	713,531	982,131
Investment in Associate	-	-
Total non-current assets	713,531	982,131
Current assets
Amount due from Associate	862,000	-
Prepayment, deposit and other receivables	3,181,651	3,258,931
Cash and cash equivalents	731,355	1,056,399
Total current assets	4,775,006	4,315,330
Total assets $	5,488,537 $	5,297,461
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities

Accounts payable	18,000	18,000
Accruals and other payables	283,795	257,508
Stock subscription payables	-	1,771,028
Amount due to director	77,500	-
Total current liabilities	379,295	2,046,536
Total liabilities	379,295	2,046,536

STOCKHOLDERS' EQUITY
Common stock, $0.0001 par value,
250,000,000 shares authorized, 36,915,343
and 23,460,628 shares issued and outstanding as of
December 31, 2018 and 2017, respectively	3,692	2,346
Additional paid-in capital	46,177,521	40,221,873
Accumulated deficit brought forward	(41,071,971)	(36,973,294)
Total stockholder’s equity	5,109,242	3,250,925
Total liabilities and stockholders' equity $	5,488,537 $	5,297,461

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

F-2

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WEYLAND TECH INC. Consolidated Statements of Operations

	For The Years Ended December 31,	For The Years Ended December 31,
	2018	2017
22,667,325 Service Revenue $		15,578,171
Cost of Service	18,643,914	11,267,879
Gross Profit	4,023,409	4,310,292

Other Income	250	23,625
Gross Income	4,023,659	4,333,917

Operating Expenses
Depreciation and amortization	268,600	351,933
Research and development	4,773,349	1,889,304
General and administrative	2,880,387	1,937,483
Total Operating Expenses	7,922,336	4,178,720

(Loss)/Profit from Operations	(3,898,677)	155,197

Impairment loss on associate	(200,000)	-
Net(Loss)/Profit before income tax	(4,098,677)	155,197
Income tax (expense)	-	(229,479)
(4,098,677) Net (Loss) for the year $		(74,282)

Net (loss) profit per common share - basic and fully diluted:	(0.1423)	(0.003)

Weighted average number of basic and fully diluted common shares outstanding	28,809,276	22,072,569

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

F-3

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WEYLAND TECH INC.

Consolidated Statements of Cash Flows

	Year Ended December 31 2018 2017	Year Ended December 31 2018 2017
Cash flows from operations:
(Loss) from continuing operations $	(4,098,677)	(74,282)
Adjustment to reconcile net profit to net cash used in operating activities:
Amortization of intangible assets	268,600	351,933
Impairment loss on associate	200,000	-
Issuance of common stock for service received	-	388,650
Deferred tax benefits	-	393,701
Valuation allowance	-	(164,222)
Changes in operating assets and liabilities:
Amount due from Associates	(862,000)	-
Deposits and other receivables	173,945	(1,759,254)
Prepayments	(96,665)	(671,266)
Accounts payable, accruals and other payables	26,287	(568,359)
Stock subscription payables	(1,771,028)	1,771,028
Amount due from director	77,500	-
Net cash used in operations	(6,082,038)	(332,071)
Cash flows from investment activities:
Investment on associate	(200,000)	-
Net cash used in investment activities	(200,000)	-
Cash flows from financing activities:
Proceeds from stock issuance	5,956,994 38	4,546 384,546
Net cash provided by financing activities	5,956,994	384,546
Net (decrease)/increase in cash and cash equivalents	(325,044)	52,475
Cash and cash equivalents, beginning of year	1,056,399	1,003,924
Cash and cash equivalents, end of year $	731,355	1,056,399
Supplemental cash flow disclosure:
Cash paid for interest expenses $	-	-
Cash paid for income taxes $	-	-
Non-cash transactions
Issuance of shares for services received $	1,237,210	388,650

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

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	WEYLAND TECH, INC *Consolidated Statements of Stockholders' Equity* Common Stock Amount Additional paid-in capital Subscriptions received Accumulated (Deficit)*	WEYLAND TECH, INC *Consolidated Statements of Stockholders' Equity* Common Stock Amount Additional paid-in capital Subscriptions received Accumulated (Deficit)*	WEYLAND TECH, INC *Consolidated Statements of Stockholders' Equity* Common Stock Amount Additional paid-in capital Subscriptions received Accumulated (Deficit)*	WEYLAND TECH, INC *Consolidated Statements of Stockholders' Equity* Common Stock Amount Additional paid-in capital Subscriptions received Accumulated (Deficit)*	WEYLAND TECH, INC *Consolidated Statements of Stockholders' Equity* Common Stock Amount Additional paid-in capital Subscriptions received Accumulated (Deficit)*	Stockholders' (Deficit)/Equity

Balance December 31, 2014	46,256,568	$ 463	$ 36,219,595	$ 1,765,855	$ (38,199,681)	$ (213,768)
Effect of reverse split from 1,000 shares to 1 share	(58,407) (625,697,147)		58,407	-	-	-
Shares issued for services	1,163,600	116	23,146	-	-	23,262
Issuance of Shares	590,905,667	59,091	(52,206)	-	-	6,885
Net profit for the year	-	-	-	-	733,721	733,721

Balance December 31, 2015	12,628,688	$ 1,263	$ 36,248,942	$ 1,765,855	(37,465,960)	$ 550,100
Issuance of Shares	9,747,440	975	3,200,003	(1,765,855)	-	1,435,123
Cancelation of shares	(160) (1,598,000)					(160)
Net profit for the year	-	-	-	-	566,948	566,948
Balance December 31, 2016	20,778,128	$ 2,078	$ 39,448,945	$ -	$ (36,899,012)	$ 2,552,011
Issuance of Shares	1,370,500	137	384,409	-	-	384,546
Cancelation of shares	(10) (100,000)		10	-	-	-
Shares issued for services	1,412,000	141	388,509	-	--	388,650
Net loss for the year	-	-	-	-	(74,282)	(74,282)
Balance December 31, 2017	23,460,628	$ 2,346	$ 40,221,873	$ -	$ (36,973,294)	$ 3,250,925
Issuance of Shares	4,320,575	432	4,719,352	-	-	4,719,784
Cancelation of shares	(6) (62,964)		6	-	-	-
Shares issued for services	9,197,104	920	1,236,290	-	-	1,237,210
Net loss for the year	-	-	-	-	(4,098,677)	(4,098,677)
Balance December 31, 2018	36,915,343	$ 3,692	$ 46,177,521	$ -	$ (41,071,971)	$ 5,109,242

*The number of shares of common stock has been retroactively restated to reflect the 1 for 1,000 reverse stock split on September 1, 2015

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

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Weyland Tech Inc. DECEMBER 31, 2018 AND 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND BUSINESS DESCRIPTION

In May 2018, the Company expanded its portfolio to fintech applications with the launch of its AtozPay mobile payments platform. The mobile wallet launched in Indonesia, the world’s 4th most populous country, Indonesia, and is experiencing rapid transaction growth on the platform.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

USE OF ESTIMATES

CERTAIN RISKS AND UNCERTAINTIES

SEGMENT REPORTING

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by our chief operating decision maker, or decision- making group, in deciding how to allocate resources and in assessing performance.

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IDENTIFIABLE INTANGIBLE ASSETS

IMPAIRMENT OF LONG-LIVED ASSETS

The Company classifies its long-lived assets into: (i) computer and office equipment; (ii) furniture and fixtures, (iii) leasehold improvements, and (iv) finite – lived intangible assets.

ASSOCIATES

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ACCOUNTS RECEIVABLE AND CONCENTRATION OF RISK

The Company’s CreateApp business effective 1 September 2015 is based on a nil accounts receivable balance as subscriptions are collected on a usage basis.

As of December 31, 2017, sales included a concentration from a major customer although accounts receivable had a nil balance.

CASH AND CASH EQUIVALENTS

EARNINGS PER SHARE

REVENUE RECOGNITION

COST OF SERVICE

Cost of service results comprises fees from cloud-based hosting services.

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INCOME TAXES

RECENT ACCOUNTING PRONOUNCEMENTS

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NOTE 3 - INTANGIBLE ASSETS

As of December 31, 2018 and 2017, the company has the following amounts related to intangible assets:

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	As of December 31,	As of December 31,
	2018	2017
Software acquired $	1,764,330 1,764,330 $
Other intangible assets	5,000	5,000
	1,769,330	1,769,330
Less: accumulated amortization	(1,055,799)	(787,199)
Net intangible assets $	713,531 982,131 $

No significant residual value is estimated for these intangible assets. Amortization expense for the years ended December 31, 2018 and 2017 totaled $268,600 and $351,933, respectively.

NOTE 4 – INVESTMENT IN ASSOCIATE

On April 23, 2018, the Company participated in the incorporation of a company in Indonesia, PT Weyland Indonesia Perkasa (“WIP’), an Indonesian limited liability company of which the Company held a 49% equity interest with the option to purchase an additional 31% equity interest at a later date. The results of operations of WIP from April 23, 2018 to December 31, 2018 has not been included as the amount had been fully impaired.

The following amounts are outstanding at December 31, 2018:

mounts are outstanding at December 31, 2018:
Investment in associate	$	200,000
Impairment loss		(200,000)
		-

NOTE 5 – AMOUNT DUE FROM ASSOCIATE

The amount due from Associate is interest free, unsecured with no fixed repayment terms.

NOTE 6 - PREPAYMENTS , DEPOSIT AND OTHER RECEIVABLES

The following amounts are outstanding at December 31, 2018:

		As of December 31,	As of December 31,
		2018	2017
Deposit and other receivable	$	1,599,389	1,773,334
Prepayments		1,582,262	1,485,597
		3,181,651	3,258,931

Included in deposit and other receivable, an amount of $1,524,372 was held in an escrow account at a bank for the provisioning of ePayment Systems and our AtoZ platform as at December 31, 2018.

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NOTE 7 – ACCRUALS AND OTHER PAYABLE

Accruals and other payable consist of the following:

other payable consist of the following:
	As of December 31,
	2018	2017
Accruals $	273,434	247,449
Other payables	10,361	10,059
$	283,795	257,508

NOTE 8 - STOCKHOLDERS’ EQUITY

Common Shares

As of December 31, 2018 and 2017, authorized common shares of the Company consist of 250,000,000 shares with par value of $0.0001 each.

Issuance of Common Stock

During the period from January 1, 2015 to June 8, 2015, 580,067,155 shares with par value of $0.0001 per share were issued to various stockholders.

During the year ended December 31, 2016, 9,747,440 shares with par value of $ 0.0001 per share were issued to various stockholders.

Cancellation of Common Stock

During the year ended December 31, 2016, 1,598,000 shares with par value of $0.0001 per share were cancelled by various stockholders.

During the year ended December 31, 2017, 100,000 shares with par value of $0.0001 per share were cancelled by various stockholders.

During the year ended December 31, 2018, 62,964 shares with par value of $0.0001 per share were cancelled by various stockholders.

Employee Stock Option Plan

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A summary of the Company’s stock option activity during the year ended December 31, 2018 is presented below:

	Number of options Weighted Average Exercise Price Weighted Average Grant-date Fair Value Weighted Average Remaining Contractual Life(Years) Aggregate Intrinsic Value
Options Outstanding, December 31, 2014	250,000 0.6 2.8 0.67 $0
Less: Option expired	(250,000) 0.6 2.8
Options Outstanding , December 31, 2015	- - - - -
Options Outstanding , December 31, 2016	- - - - -
Options Outstanding , December 31, 2017	- - - - -
Options Outstanding, December 31, 2018	- - - - -

All options outstanding are fully expired as of December 31, 2018. No new options were granted in the fiscal year 2018 or 2017.

Stock-Based Compensation

For the fiscal year ended December 31, 2018, a total of 9,197,104 shares of common stock were issued as stock based compensation to directors, consultants, advisors and other professional parties.

NOTE 9 – (LOSS) PER SHARE

The following table sets forth the computation of basic and diluted earnings per common share for the year ended December 31, 2018 and 2017, respectively:

Numerator - basic and diluted Net (loss) $ Denominator Weighted average number of common shares outstanding —basic and diluted (Loss) per common share — basic and diluted $	For the Years Ended December 31,	For the Years Ended December 31,
	2018	2017

	(4,098,677) (74,282) $

	28,809,276	22,072,569
	(0.1423) $	(0.003)

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NOTE 10 - INCOME TAXES

The Company and its subsidiaries file separate income tax returns.

The United States of America

Weyland Tech, Inc. is incorporated in the State of Delaware in the U.S., and is subject to a gradual U.S. federal corporate income tax of 21%. The Company generated taxable income for the year ended December 31, 2018 and 2017, and which is subject to U.S. federal corporate income tax rate of 21% and 34%, respectively.

Hong Kong

Weyland Tech Limited is incorporated in Hong Kong and Hong Kong’s profits tax rate is 16.5%. Weyland Tech Limited did not earn any income that was derived in Hong Kong for the years ended December 31, 2018 and 2017, and therefore, Weyland Tech Limited was not subject to Hong Kong profits tax.

	For theyear ended December 31,	For theyear ended December 31,
	2018	2017
U.S. statutory tax rate	21.0%	21.0%
Hong Kong profit tax rate	16.5%	16.5%
Foreign income not registered in the Hong Kong	(16.5%)	(16.5%)
Effective tax rate	21.0%	21.0%

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	As of December 31,	As of December 31,
	2018	2017
Deferred tax asset from operating losses carry- forwards $	- $	550,741
Valuation allowance	-	(550,741)
Deferred tax asset, net $	- $	-

NOTE 11 – COMMITMENTS AND CONTINGENCIES

Operating lease

The Company’s current executive offices are currently leased for $820 per month.

Legal proceedings

NOTE 12 – SUBSEQUENT EVENTS

Maxim will provide its full scope of investment banking services that includes strategic planning, developing strategic partnerships, and introducing the company to the investment community.

In December 2018, the Company signed an agreement with REX to create a cashless option for REX clients by using the eWallet platform.

Weyland is obligated under the agreement to gradually replace the cash-on-delivery facet of the REX business. Currently, REX deliveries are paid for in cash, which is inefficient, insecure and inconvenient. Weyland Tech’s eWallet, AtoZPay, will enable the deliveries to be transacted via the

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The Companies are implementing a pilot program and a launch date of April 15th, 2019.

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Item 9. Changes and Disagreements with Accountants on Accounting and Financial Disclosures

None

Item 9A. Controls and Procedures

a) Evaluation of Disclosure Controls and Procedures

b) Annual Report of Management on Internal Control over Financial Reporting

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

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(2) Adequate segregation of duties consistent with control objectives.

c) Changes in Internal Control over Financial Reporting

Item 9B. Other Information

None.

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PART III

Item 10. Directors, Executive Officers, and Corporate Governance

Name	Age	Positions and Offices Held
Brent Suen	52	President, Chief Executive Officer, Director and Secretary
Lionel Choong	57	Acting Chief Financial Officer and Director
Eddie Foong	46	Chief Operating Officer and Director
Matthew Burlage	56	Independent Director
Ross O'Brien	51	Independent Director
Brett Lay	57	Independent Director
Jon Najarian	55	Independent Director

Set forth below is a brief description of the background and business experience of each of our executive officers, directors, and key management personnel.

Brent Suen, age 52, President, Chief Executive Officer and Director

Mr. Suen holds a BA degree in Finance from Westminster.

Based on Mr. Suen’s work experience and education , the Board believes that he is well qualified to serve as a director and Chief Executive Officer.

Lionel Choong, age 57, Acting Chief Financial Officer, Director

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Based on Mr. Choong’s work experience, previous directorships, and education, the Board believes that he is well qualified to serve as a director and acting Chief Financial Officer of the Company.

Eddie Fong, age 46, Chief Operating Officer, Director

Mr. Foong graduated with a Class 1 BEng Honours Degree and IBM Award holder from University of Strathclyde,

U.K.

Based on Mr. Foong’s work experience and education , the Board believes that he is well qualified to serve as a director and Chief Operating Officer of the Company.

Matthew Burlage, age 56, Independent Director

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Singapore, Hong Kong, Indonesia, China, Thailand, Taiwan, and South Korea, as well as to global telecommunications operators in Europe and the US.

Mr. Burlage holds an MBA from Harvard Business School and a Bachelor of Arts from Yale University. Mr. Burlage also attended the Japanese Language Institute of Sophia University.

Based on Mr. Burlage’s work experience and education , the Board believes that he is well qualified to serve as an independent director of the Company.

Ross O’Brien, age 51, Independent Director

Mr. O’Brien holds an AB in Asian Studies and Anthropology from Dartmouth College (1989), and an MBA from the University of California at Berkeley’s Haas School.

Based on Mr. O’Brien’s work experience and education , the Board believes that he is well qualified to serve as an independent director of the Company.

Brett Lay, age 57, Independent Director

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Brett has his Masters of Science Finance and Masters of Science Management, from the University of Colorado, Denver.

Based on Mr. Lay’s work experience, previous directorships, and education , the Board believes that he is well qualified to serve as an independent director of the Company.

Jon Najarian, age 55, Independent Director

Jon Najarian is an independent, non-executive director of the Company.

He became a member of the CBOE, NYSE, CME and CBOT and worked as a floor trader for twenty five years.

Based on Mr. Najarian’s work experience , the Board believes that he is well qualified to serve as an independent director of the Company.

Family Relationships

There are no family relationships between any of the Company’s directors or executive officers.

Involvement in Certain Legal Proceedings

Section 16(a) Beneficial Ownership Reporting Compliance

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Board Committees

Our board of directors has established an audit committee. The committee has its own charter. Each of the board committees has the composition and responsibilities described below.

Members will serve on the Audit committees until their resignation or until otherwise determined by our Board of Directors.

Audit Committee

Our audit committee was established on March 28, 2017 to oversee our corporate accounting and financial reporting processes. Our audit committee, among other things, is responsible for:

selecting and hiring the independent registered public accounting firm to audit our financial statements;
helping to ensure the independence and performance of the independent registered public accounting firm;
approving audit and non-audit services and fees;
reviewing financial statements and discussing with management and the independent registered public accounting firm our annual audited and quarterly financial statements, the results of the independent audit and the quarterly reviews, and the reports and certifications regarding internal controls over financial reporting and disclosure controls;
preparing the audit committee report that the SEC requires to be included in our annual proxy statement;
reviewing reports and communications from the independent registered public accounting firm;
reviewing earnings press releases and earnings guidance;
reviewing the adequacy and effectiveness of our internal controls and disclosure controls and procedures;
reviewing our policies on risk assessment and risk management;
reviewing related party transactions;
establishing and overseeing procedures for the receipt, retention and treatment of accounting related complaints and the confidential submission by our employees of concerns regarding questionable accounting or auditing matters; and
reviewing and monitoring actual and potential conflicts of interest.

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Code of Business Ethics and Conduct

At the present time, the Company has not adopted a code of business ethics and conduct. The Company intends to adopt a code of ethics in the near future.

Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

[●] been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
[●] had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;
[●] been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;
[●] been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
[●] been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-anddesist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
[●] been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any selfregulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

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Item 11. Executive Compensation

Executive Compensation

The following Summary Compensation Table sets forth all compensation earned, in all capacities, during the fiscal years ended December 31, 2018 and 2017 by each of the executive officers.

Summary Compensation Table

Name and Principal Position	Year	Retainer ($)	Bonus ($)	Stock awards ($)	Option awards ($)	All other Compensation ($)	Total ($)
Brent Suen President, Chief Executive Officer and Director	2017 2018	60,000 60,000	- -	- 27,000	- -	- -	60,000 87,000
Lionel Choong, Acting Chief Financial Officer and Director	2017 2018	60,000 90,000	-	- 57,000	-	-	60,000 147,000
Eddie Foong, Chief Operating Officer and Director	2017 2018	- -	-	- 127,000	-	-	- 127,000

Option Grants

We did not grant any options to any of our executive officers during the years ended December 31, 2018 and 2017.

Summary of Executive Officer and Director Agreements

Item 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder Matters

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the table for our directors and executive officers is exercised solely by the beneficial owner or shared by the owner and the owner’s spouse or children.

Unless otherwise specified, the address of each of the persons set forth below is in care of Weyland Tech Inc., 85 Broad Street, 16-079, New York, NY 10004.

Name of Beneficial Owner	Position	Amount and Nature of Beneficial Ownership	Percent of Common Stock(1)
Directors and Executive Officers
Brent Suen	Chief Executive Officer & Financial Officer	1,282,000	3.5
Lionel Choong	Acting Chief Financial Officer	954,000	2.6
Eddie Foong	Chief OperatingOfficer	3,270,000	8.9

All Directors and Officers as a group (3 persons)		5,506,000	15.0

5% Shareholders

None
Notes: (1) Applicable percentage ownership is based on 39,648,464 shares of common stock outstanding as of April 10, 2019.

Changes in Control

We are not aware of any arrangements that may result in changes in control as that term is defined by the provisions of Item 403(c) of Regulation S-K.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Transactions with Related Persons

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Director Independence

[●] the director is, or at any time during the past three years was, an employee of the company;
[●] the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);
[●] a family member of the director is, or at any time during the past three years was, an executive officer of the company;
[●] the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);
[●] the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or
[●] the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.

Based on this review, Messrs. Matthew Burlage, Ross O'Brien and Brett Lay, are considered independent, nonexecutive board directors.

The Board has determined that Mr. Matthew Burlage qualifies as an “audit committee financial expert,” as that term is defined in applicable regulations of the SEC.

Item 14. Principal Accountants’ Fees and Services

The following table discloses the fees billed by our auditor in connection with the audit of the Company’s annual financial statements for the years ended December 31, 2018 and 2017.

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Financial Statements for Year Ended December 31	Audit Fees(1)	Audit Related Fees(2)	Tax Fees(3)	All Other Fees(4)
2017	$35,000	-	-	-
2018	$45,000	$17,800
Notes: (1) The aggregate fees billed for the fiscal year for professional services rendered by the principal accountant for the audit of the Company’s annual financial statements and review of financial statements included in the Company’s Form 10-Qs or services that are normally provided by the accountant in connection with statutory and regulatory engagements for that fiscal years. (2) The aggregate fees billed in the fiscal year for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported in Note 1. (3) The aggregate fees billed in the fiscal year for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. (4) The aggregate fees billed in the fiscal year for the products and services provided by the principal accountant, other than the services reported in Notes (1), (2) and (3).

(4) The aggregate fees billed in the fiscal year for the products and services provided by the principal accountant, other than the services reported in Notes (1), (2) and (3).

Audit Committee’s Pre-Approval Practice

Our audit committee pre-approves all audit services to be performed by our independent registered public auditor.

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PART IV

Item 15. Exhibits, Financial Statements

Financial Statements and Report of Independent Registered Public Accounting Firm.
Financial Statement Schedules: None

3. Exhibits

Exhibit No.	Description of Exhibit
3.1	Certificate of Amendment to the Certificate of Incorporation of the Company (incorporated by
	reference to Schedule 14C Information of the Company filed with the Securities and Exchange
	Commission on August 4, 2015)
3.2	Bylaws (incorporated by reference to Form SB-2 of the Company filed with			the Securities	and
	Exchange Commission on September 19, 2005)
4.1	Common Share Purchase Agreement, dated July 3, 2017, by and between Weyland Tech, Inc. and
	Escape Pixel Pte. Ltd, and certain individuals. ((incorporated by reference to the Form 8-K the
	Company filed with the Securities and	Exchange Commission on August 6, 2018)
4.2	Common Stock Purchase Agreement, dated November 7, 2018, by and between Weyland Tech
	Inc., and RedDiamond Partners LLC (incorporated by reference to the Form			S-1 of the Company
	filed with the Securities and Exchange	Commission on December 17, 2018)
4.3	Registration Rights Agreement, dated November 7, 2018, by and between Weyland Tech Inc., a
	Delaware corporation, and RedDiamond Partners LLC, a Delaware limited		liability company
	(incorporated by reference to the Form S-1 of the Company filed with the Securities and
	Exchange Commission on December 17, 2018)
10.1	Form of License Agreement, dated August 9, 2016, between. Weyland Tech, Inc and BGT
	Corporation Public Company Limited. (incorporated by reference to Form 8-K of the Company
	filed with the Securities and Exchange	Commission on September 9, 2016)
31.1*	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of
	2002.
31.2*	Certification of the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
	of 2002.
32.1*	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
	Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
	Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document*
101.SCH	XBRL Taxonomy Extension Schema Document*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB	XBRL Taxonomy Extension Label Linkbase Document*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document*
*	Filed herewith

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of 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.

Date: April 17, 2019

WEYLAND TECH

By: /s/ Brent Y. Suen Brent Y. Suen Chief Executive Officer (Principal Executive Officer, Principal Financial and Accounting Officer)

By: /s/ Lionel Choong Lionel Choong Acting Chief Financial Officer

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.

Signature /s/ Brent Y. Suen Brent Y. Suen /s/ Lionel Choong Lionel Choong /s/ Eddie Foong Eddie Foong /s/ Matthew Burlage Matthew Burlage /s/ Ross O’Brien Ross O’Brien /s/ Brett Lay Brett Lay /s/Jon Najarian Jon Najarian	Title Chief Executive Officer and Director (Principal Executive Officer, Principal Accounting and Financial Officer) Acting Chief Financial Officer and Director Chief Operating Officer and Director Director Director Director Director	Date
		April 17, 2019 April 17, 2019 April 17, 2019 April 17, 2019 April 17, 2019 April 17, 2019 April 17, 2019

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10-K 1 f10k2019_weylandtechinc.htm ANNUAL REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2019

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to _ to ___

Commission File Number: 000-51815

WEYLAND TECH, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

46-5057897

(I.R.S. Employer Identification No.)

85 Broad Street, 16-079 New York, NY 10004

(Address of principal executive offices, including Zip Code)

(808) 829-1057

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Title of each class

Common Stock, par value $0.0001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging Growth Company ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of June 28, 2019, based upon the closing price of the common stock as reported by the OTCQX Market on such date, was approximately $30,320,000. This calculation does not reflect a determination that persons are affiliates for any other purposes.

As of March 26, 2020 the registrant had 160,597,190 (pre-reverse split) shares of common stock issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE : None

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		Page
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		ii
USE OF TERMS		ii
PART I		1
Item 1.	Business	1
Item 1A.	Risk Factors	9
Item 1B	Unresolved Staff Comments	19
Item 2.	Properties	19
Item 3.	Legal Proceedings	19
Item 4.	Mine Safety Disclosures	19
PART II		20
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
	Securities	20
Item 6.	Selected Financial Data	22
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 8.	Financial Statements and Supplementary Data	29
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	30
Item 9A.	Controls and Procedures	30
Item 9B.	Other Information	31
PART III		32
Item 10.	Directors, Executive Officers and Corporate Governance	32
Item 11.	Executive Compensation	40
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	43
Item 13.	Certain Relationships and Related Transactions, and Director Independence	44
Item 14.	Principal Accounting Fees and Services	45
PART IV		46
Item 15.	Exhibits, Financial Statement Schedules	46
Item 16.	Form 10-K Summary	46
SIGNATURES		47

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This annual report on Form 10-K and other reports that we file with the SEC contain statements that are considered forwardlooking statements. Forward-looking statements give the Company’s current expectations, plans, objectives, assumptions or forecasts of future events. All statements other than statements of current or historical facts contained in this annual report, including statements regarding the Company’s future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “could,” “would,” “continue” “estimate,” “plans,” “potential,” “projects,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” and similar expressions. These statements are based on the Company’s current plans and are subject to risks and uncertainties, and as such, the Company’s actual future activities and results of operations may be materially different from those set forth in the forward-looking statements.

The forward-looking statements contained or incorporated by reference in this annual report are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995.

Any or all of the forward-looking statements in this annual report may turn out to be inaccurate, and as such, you should not place undue reliance on these forward-looking statements. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs. The forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and assumptions due to a number of factors, including:

our ability to raise capital, which in turn is related to the performance of our stock price and liquidity;
dependence on key personnel;
industry competition;
continued growth of mobile app markets;
the operation of our business; and
general economic conditions in the ASEAN, Asia-Pacific Region, and in the United States.

These forward-looking statements speak only as of the date on which they are made, and except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Furthermore, among the important factors that could cause actual results to differ materially from those indicated by forward-looking statements are the risks and uncertainties described under “Risk Factors” in this annual report and elsewhere in this document and in our other filings with the SEC.

USE OF TERMS

Except as otherwise indicated by the context, all references in this annual report to:

“Weyland Tech,” “Company,” “we,” or “our,” unless the context otherwise requires, are to Weyland Tech Inc. and all its subsidiaries that may exist from time to time;
“SEC” is to the United States Securities and Exchange Commission;
“Securities Act” is to the Securities Act of 1933, as amended;
“Exchange Act” is to the Securities Exchange Act of 1934, as amended; and
“U.S. dollar,” “USD,” “US$” and “$” are to the legal currency of the United States.

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PART I

Item 1. Business

Overview

Weyland Tech, Inc., a Delaware corporation that incorporated in 2004, enables small-to-medium-sized businesses (“SMBs”) to create a mobile application (“app”) for their business without the need of technical knowledge, high investment, or background in information technology (“IT”) by utilizing the Company’s core platform, “CreateApp”, which is a platform that is offered as a Platform as a Service (“PaaS”) to the Company’s clients and customers. Weyland Tech is headquartered in New York, with offices in New York City, and its common stock is quoted on the OTCQX Market under the symbol, “WEYL.”

We provide our PaaS to SMBs in a wide variety of industry sectors. We believe that SMBs can increase their sales, reach more customers, and promote their products and services using our PaaS, which we believe is a simple, easy to build mobile app at an affordable price and in a cost-effective manner. We recognize revenue on a pay to use subscription basis when our customers use our platform in order to create mobile apps for their business.

On April 23, 2018, the Company participated in the incorporation of a company in Indonesia, PT Weyland Indonesia Perkasa (“WIP’), an Indonesian limited liability company of which the Company held a 49% equity interest, spun off to shareholders as of December 2018, with the option to purchase an additional 31% equity interest at a later date.

The Company holds a 31% unexercised option in WIP as at December 31, 2019.

On December 18, 2019, the Company, and its wholly-owned subsidiary, Origin8, Inc., a Nevada corporation (“Origin8), entered into an Asset Purchase Agreement (the “Purchase Agreement”) whereby Origin8 would acquire substantially all of the assets of Push Holdings, Inc. (“Push”), a wholly-owned subsidiary of ConversionPoint Technologies, Inc. (“ConversionPoint,” and together with Push, the “Sellers”), in exchange for a total of up 35,714,285 shares of restricted common stock (the “Sellers’ Shares”) of the Company (the “Transaction”).

On January 8, 2020, the Company, via its wholly-owned subsidiary, completed the acquisition of substantially all of the assets of Push pursuant to the terms of the Purchase Agreement.

Under the terms of the Purchase Agreement, at closing the Company issued 28,571,428 of the Sellers’ Shares to ConversionPoint, and the remaining 7,142,857 of such Sellers’ Shares were issued and placed in an independent third-party escrow where such shares will be released to ConversionPoint once the Sellers achieve certain milestone requirements, subject to offset for indemnification purposes.

Products

General

Since 2017, we have been focused on enabling mobile commerce via our enhanced platform offered on a PaaS basis, and the Company’s e-wallet initiative. Product launches with our strategic partners DPEX (Indonesia), BGT (Thailand), and Augicom/Orange (France) are representative of the PaaS platform strategy and product offering.

As of the filing date of this annual report, we currently offer the following products: (i) CreateApp, (ii) AtozPay, and (iii) AtozGo.

CreateApp

CreateApp, the Company’s core product and PaaS, allows SMBs to create mobile apps for their business without the need of technical knowledge, high investment, or background in IT.

CreateApp has evolved over the course of 2017, 2018 and 2019 to capitalize on the immediate opportunity for developing a larger network of valuable users and merchants by developing services that will enable the adoption of mobile commerce across Greater South East Asia and the United States. The platform enhancements have taken the Company’s technology from a standalone

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DIY app builder, to an enhanced platform built to enable mobile commerce by empowering users to create their own e & M-commerce ecosystem.

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In 2019, Weyland focused on scaling this business model by continuing to develop and expand strategic partnerships that would increase the number of users and merchants available to users of the Company’s products on a PaaS basis. These efforts expanded on the success of recent product launches representative of the PaaS platform strategy and product offerings with our strategic partners, and after extensive discussions with our partners, management believes that supporting these initiatives through deeper engagement, interaction, and co-marketing/sales substantially benefited the Company in 2018 and 2019.

AtozPay

AtozPay, beta testing originally launched in late 2017 as the Company’s e-wallet initiative, is a ‘consumer facing’ product offering that supports the PaaS strategy developed by the enhancements to the CreateApp platform that provides payment capabilities to users of our platform. However, AtozPay is designed to be a robust, universal payment platform, therefore, its growth is not limited to the Company’s PaaS customers alone.

Since its launch, AtozPay has surpassed the Company’s expectations as it has achieved stronger than anticipated customer traction with limited marketing expense. In 2019, AtozPay’s total gross mobile transaction volume totaled $16 million.

AtozGo

AtozGo is our PaaS platform that provides mobile payment capabilities for the local food delivery service industry.

We launched AtozGo in the fall of 2019 in Jakarta, Indonesia, and as of the filing date of this annual report, AtozGo has reached a registered customer base of 102,000 mobile users. About 16% of the userbase has been generating more than 16,000 deliveries per day.

The Company plans to continue to reinvest in AtozGo in order to increase user growth and regional expansion with its unique pedestrian-powered approach to urban food delivery.

Product Development

Development of our software is focused on expanding product lines, designing enhancements to our core technologies, and integrating existing and new products into our principal software architecture and platform technologies. We intend to continue to offer regular updates to our products and to continue to look for opportunities to expand our existing suite of products and services.

To date, we have developed products internally, sometimes also licensing or acquiring products, or portions of products, from third parties. These arrangements sometimes require that we pay royalties to third parties. We intend to continue to license or otherwise acquire technology or products from third parties when it makes business sense to do so.

Our Strategy

Although Weyland Tech’s CreateApp platform originally focused on the Pan-Asia markets—the platform is provided in fourteen, predominantly Asian, languages—we have partners that work with us to develop other markets.

The CreateApp platform enables SMBs to create a mobile app without the need of technical knowledge, high investment or background in IT.

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We believe that through our app, SMBs can increase sales, reach more customers and promote their products and services via a simple easy to build mobile app at an affordable price and in a cost-effective manner.

Weyland Tech currently offers the CreateApp platform directly, as a Platform as a Service (PaaS).

Weyland Tech also offers a DIY App builder through a ‘white label’ platform, also under a PaaS model, with the apps developed generating revenue in the following markets, primarily via cooperation agreements that were structured in late 2015, 2016 and 2017.

For the territories licensed to our distributors and on a white label basis, we derive royalty income from the end user use of our platform.

Plan of Operations

This includes the continued roll-out of the PaaS platform with our strategic partners in various regions as well as introducing additional logistics solutions with PT Royal Express Indonesia.

Furthermore, the company expects to expand the AtoZPay e-wallet services as our QR Code payment technology trials to continue and are now poised to launch a robust marketing effort. The company’s partnership with Finnet is expected to accelerate adoption to over 200,000 merchant outlets using AtoZPay QR technology after our launch in early 2019.

Further, the Company plans to expand the AtoPay e-wallet solution to other Greater South East Asia countries.

Sales and Marketing

Our sales and marketing efforts are focused on promoting sales, producing expert content and brand awareness.

Sales

Service revenues were $34,648,621 and $22,667,325 for the twelve months ended December 31, 2019 and 2018, respectively. The increase is due to a push for market share for the CreateApp platform during 2019 in highly competitive emerging markets as well as new subscriptions sold to existing customers and subscriptions sold directly to new customers.

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Marketing

Sales and Marketing expense were $389,610 for the twelve months ended December 31, 2019, (2018: $0). This represents the marketing, market awareness and positioning expenses in June 2019 in connection with the Reg. S fund raising efforts assisted by a consulting company.

Research and Development

Research and Development expense were $6,412,998 and $4,773,349 for the twelve months ended December 31, 2019 and 2018, respectively. The increase reflects a reclassification from cost of service, spending on website, e-commerce platform and mobile app development (powered by CreateApp & Magento), completion of the DPEX Enable dashboard as well as integrating various functionality including the AtoZ Pay payment facility into the PaaS 3.0 platform. Additionally, the company continued development of the company’s system support knowledge base and other internal systems. The increase was funded primarily from operating income and capital raising efforts.

Additional functionality added and enhanced during 2019 includes but is not limited to:

Infrastructure Improvements

Instance Housekeeping
OpenSSL integration
Cloudwatch integration
Upgrade Jenkins Server

Enhancements

Version 3 Migration
Improve Publishing & Build Preparations
Improve Email notification templates
Admin Panel - Manage Merchant Enhancements
Admin Panel - Manage Resellers Enhancements
Admin Panel - Manage Application Enhancements
Admin Panel - Menu Updates
Contact Us & Map Routing Enhancements
Implement Event Sorting Functionality
Rupiah Currency Enhancement
Shipping Enhancement
Publishing Email Notification Enhancement
Publishing Page Enhancement
VAT field Enhancement
Gallery Module Enhancement
Image Loading Enhancement
Transactional Email Distributions Enhancement

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New Features

Implement Advertisement Module
Google Admob Integration
StartApp Integration
Inmobi integration
Bank Transfer payment method Implementation
64-bit Android Capabilities Implementation
Android X compatibility Implementation
Implement Android Go Devices compatibility
Upgrade Android API Level to version 28 (Pie) and 29 (Android 10)
QR Code Implementation at Invoice
iOS 12 & 13 compatibility Implementation
iPhone X and above compatibility implementation
Platform & Preview Kit Versioning System
Fastlane Integration

Need for Additional Capital

SMBs

The Company believes that these agreements will create a large enough addressable market opportunity to generate sales and profits in a scalable manner, grow the Company’s business and enhance shareholder value. Given the nature of DIY mobile apps (“apps”), and the primary target market of SMBs, a typical go-to-market strategy would have a direct sales force or resellers approach SMBs directly to drive our revenue.

Over the past two years, the Company has evolved our Platform as a service model with three distinct market paths to drive recurring revenue business model:

A) Cooperation agreements in countries/regions where our partners are responsible for targeting SMBs either through an installed base of customers or groups of Direct Sellers with a sales force encompassing SMBs as end customers.

B) Enterprise Solutions where large retailers (hypermarket chains, mall owners, brand owners with company-owned and franchise stores) adopt a ‘Master App’ on a white-label basis, hosted at a 3rd party regional Hosting or Data Center facility.

C) Digital Wallet or e-Wallet: a digital financial services business, a distinguishing characteristic of Greater South East Asia (“GSEA”) compared to the United States, is the substantially lower percentage of the population in GSEA with bank accounts, credit cards, or debit cards. This creates the need for alternative payment methods, specifically e-wallets. GSEA is poised for its own payments transformation in much the same way that China has shifted to online payments, according to IDC. Online payments in GSEA is divided into four broad payment modes: e-wallets, such as our AtoZPay platform, credit cards, debit cards and online banking. Of these, the e-wallet mode is expected to grow the fastest over the next five years, according to IDC. Drivers for GSEA’s e-wallet industry include the mismatch between internet penetration and banking penetration, which creates a structural opportunity for e-wallets; the increasing integration of e-wallets with use cases such as online games and e-commerce; and the opportunity to offer broader digital financial services using e-wallets as a foundation.

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With the above strategy, we believe that the Company has been able to maintain a lower capital expenditure base due to the ‘level-two’ customer support vs. ‘level-one’ customer support, smaller sales and marketing teams, and the need to provide hosting services.

Growth of the Mobile Apps Industry

We believe that there are a number of factors that are contributing to the continued growth of the mobile apps industry: (i) smartphone adoption continues to increase globally; (ii) lower purchase prices of smartphones for consumers; (iii) smartphone users are becoming increasingly comfortable with the process of searching for and conducting business on their phones; (iv) SMBs are placing more emphasis on implementing a mobile app versus a mobile website to enable customers to gain a higher level of interaction and functionality; and (v) internet users in emerging markets use smartphones as their primary internet access device, having bypassed the desktop PC entirely. We believe that the Company will be able to participate in the growth of the mobile apps industry by offering an affordable, easy to build and use platform.

Recent Developments

Acquisition of Assets of Push Holdings, Inc.

On December 18, 2019, the Company and its wholly-owned subsidiary, Origin8, Inc., a Nevada corporation (“Origin8”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) whereby Origin8 would purchase substantially all of the assets of Push Holdings, Inc. (“Push”), a wholly-owned subsidiary of ConversionPoint Technologies, Inc. (“ConversionPoint”), in exchange for a total of up to 35,714,285 shares of restricted common stock (the “Shares”) of the Company (the “Transaction”).

On January 8, 2020, the Company completed the Transaction. Under the terms of the Purchase Agreement, at closing, the Company issued 28,571,428 Shares to ConversionPoint and 7,142,857 Shares were issued and placed in an independent third-party escrow where such Shares will be released to ConversionPoint if ConversionPoint and Push achieve certain performance milestone requirements, subject to offset for indemnification purposes.

Approval of Reverse Split Ratio Range; Effectuating Reverse Split

On November 15, 2019, we held a Special Meeting of Stockholders (the “Special Meeting”) pursuant to notice duly given. At the Special Meeting, our stockholders were asked to consider and vote on the proposal to grant the Company’s Board of Directors (the “Board”) discretionary authority to amend the Company’s Certificate of Incorporation to effectuate a reverse stock split of the Company’s common stock, $0.0001 par value (“Common Stock”), by a ratio of no less than 1-for-5 and no more than 1-for-20, with such ratio to be determined by the Board in its sole discretion (the “Reverse Split”), and with such Reverse Split to be effective at such time and date, if at all, as determined by the Board in its sole discretion, it being understood that the purpose of the Reverse Split is to attempt to obtain a listing of the Company’s Common stock on The Nasdaq Capital Market (the “Proposed Action”).

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On November 15, 2019, our stockholders approved the Proposed Action.

On February 25, 2020, the Board filed a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware to effectuate the Reverse Split of the Company’s Common Stock, at a ratio of 1-for-13.

The Reverse Split became effective on February 27, 2020 (the “Effective Date”), and was approved by the Financial Industry Regulatory Authority (“FINRA”).

On the Effective Date, the total number of shares of the Company’s Common Stock held by each stockholder was converted automatically into the number of whole shares of Common Stock equal to (i) the number of issued and outstanding shares of Common Stock held by such stockholder immediately prior to the Reverse Split, divided by (ii) 13.

The Reverse Split did not change the current authorized number of shares of capital stock of the Company. Thus, the Company shall continue to be authorized to issue up to 250,000,000 shares of Common Stock.

Competition

Our business is rapidly evolving and highly competitive. Our current and potential competitors include, eCommerce and eWallet platforms.

E-commerce

E-wallet Platforms

Our business is rapidly evolving and highly competitive. Our current and potential competitors include: (1) Advertising companies, Web design firms and more recently, mobile app makers; (2) other DIY mobile app companies; (3) a number of indirect competitors, including media companies, web portals, comparison shopping websites, and web search engines, either directly or in collaboration with SMBs; (4) companies that provide e-commerce services, including website/app development.; (5) companies that provide infrastructure web and mobile services. We believe that the principal competitive factors in our mobile apps business include ease of use, affordability and broad range of functionality. Many of our current and potential competitors have greater resources, slightly longer histories, more customers, and greater brand recognition. They may adopt more aggressive pricing and devote more resources to technology, functionality and ease of use and marketing. Other companies also may enter into business combinations or alliances that strengthen their competitive positions.

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Intellectual Property

The Company has, under a software purchase agreement (“SPA”), the eWallet platform currently operating under the brand names AtozPay and AtozGo in Indonesia, and the global rights to market and operate in other countries, worldwide.

Legal Proceedings

From time to time, we may be a party to legal proceedings and subject to claims incident in the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, we believe that the final outcome of such matters will not have a material adverse effect on our financial condition or business. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

Environmental Matters

We believe we are in compliance in all material respects with all applicable environmental laws. Presently, we do not anticipate that such compliance will have a material effect on capital expenditures, earnings, or competitive position with respect to any of our operations.

Employees

The Company currently has seventeen full-time contracted personnel in Singapore, Myanmar, Hong Kong and the United States.

Government Approval and Effect of Government Regulations

Because our core business is to provide a PaaS platform that allows SMBs to build their presence on mobile devices, we do not believe that any government agency approval is required for the products and services that we provide to our customers.

However, governmental regulations, including foreign governmental regulations, may affect our business. For more information, see the section titled, “Risk Factors” found on Part I, Item 1A, to this Annual Report.

Available Information

Our website address is www.weyland-tech.com . We do not intend our website address to be an active link or to otherwise incorporate by reference the contents of the website into this Report. We electronically file certain documents with the Securities and Exchange Commission (the SEC). We file annual reports on Form 10-K; quarterly reports on Form 10-Q; and current reports on Form 8-K (as appropriate); along with any related amendments and supplements thereto. From time-to-time, we may also file registration statements and related documents in connection with equity or debt offerings. You may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You may obtain information regarding the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an internet website at www.sec.gov that contains reports and other information regarding registrants that file electronically with the SEC.

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Item 1A. Risk Factors

Investing in our common stock involves a high degree of risk. You should carefully consider the risks described below, as well as the other information in this Annual Report, including our financial statements and the related notes, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before deciding whether to invest in our common stock. In addition to other information in this Annual Report and in other filings we make with the Securities and Exchange Commission, the following risk factors should be carefully considered in evaluating our business as they may have a significant impact on our business, operating results and financial condition. If any of the following risks actually occurs, our business, financial condition, results of operations and future prospects could be materially and adversely affected. In such an event, the market price of our common stock could decline, and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. Because of the following factors, as well as other variables affecting our operating results, past financial performance should not be considered as a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods.

RISKS RELATED TO OUR BUSINESS

We are subject to risks associated with changing technologies in the mobile apps industry, which could place us at a competitive disadvantage.

Systems failures could cause interruptions in our services or decreases in the responsiveness of our services which could harm our business.

If our systems fail to perform for any reason, we could experience disruptions in operations, slower response times, or decreased customer satisfaction. Our ability to host mobile apps successfully and provide high quality customer service depends on the efficient and uninterrupted operation of our hosting company’s computer and communications hardware and software systems. Although unlikely, our hosting company’s systems are vulnerable to damage or interruption from human error, natural disasters, power loss, telecommunication failures, break-ins, sabotage, computer viruses, intentional acts of vandalism, and similar events. Any systems failure that causes an interruption in our services or decreases the responsiveness of our services could impair our reputation, damage our brand name, and materially adversely affect our business, financial condition and results of operations and cash flows.

If our security is breached, our business could be disrupted, our operating results could be harmed, and customers could be deterred from using our products and services.

Our business relies on the secure electronic transmission, storage, and hosting of sensitive information, including financial information, and other sensitive information relating to our customers, company, and workforce. As a result, we face some risk of a deliberate or unintentional incident involving unauthorized access to our computer systems (including, among other methods, cyberattacks or social engineering) that could result in misappropriation or loss of assets or sensitive information, data corruption, or other disruption of business operations. In light of this risk, we have devoted significant resources to protecting and maintaining the confidentiality of our information, including implementing security and privacy programs and controls, training our workforce, and implementing new technology. We have no guarantee that these programs and controls will be adequate to prevent all possible security threats. We believe that any compromise of our electronic systems, including the unauthorized access, use, or disclosure of sensitive information or a significant disruption of our computing assets and networks, would adversely affect our reputation and our ability to fulfill contractual obligations, and would require us to devote significant financial and other resources to mitigate such problems, and could increase our future cyber security costs. Moreover, unauthorized access, use, or disclosure of such sensitive information could result in contractual or other liability. In addition, any real or perceived compromise of our security or disclosure of sensitive information may result in lost revenues by deterring customers from using or purchasing our products and services in the future or prompting them to use competing service providers.

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Delays in the release of new or enhanced products or services or undetected errors in our products or services may result in increased cost to us, delayed market acceptance of our products, and delayed or lost revenue.

To achieve market acceptance, new or enhanced products or services can require long development and testing periods, which may result in delays in scheduled introduction. Any delays in the release schedule for new or enhanced products or services may delay market acceptance of these products or services and may result in delays in new or existing customers from using these new or enhanced products or services or the loss of new or existing customers. In addition, new or enhanced products or services may contain a number of undetected errors or “bugs” when they are first released. Although we extensively test each new or enhanced product or service before it is released to the market, there can be no assurance that significant errors will not be found in existing or future releases. As a result, in the months following the introduction of certain releases, we may need to devote significant resources to correct these errors. There can be no assurance, however, that all of these errors can be corrected.

Defects or errors in our applications could harm our reputation, result in significant cost to us and impair our ability to market our products and services.

Our applications may contain defects or errors, some of which may be material. Errors may result from our own technology or from the interface of our cloud-based solutions with legacy systems and data, which we did not develop. The risk of errors is particularly significant when a new product is first introduced or when new versions or enhancements of existing products are released. The likelihood of errors is increased when we do more frequent releases of new products and enhancements of existing products. We have, from time to time, found defects in our applications. Although these past defects have not resulted in any litigation against us to date, we have invested significant capital, technical, managerial, and other resources to investigate and correct these past defects and we have needed to divert these resources from other development efforts. In addition, material performance problems or defects in our applications may arise in the future. Material defects in our cloud-based solutions could result in a reduction in sales, delay in market acceptance of our applications, or credits or refunds to our customers. In addition, such defects may lead to the loss of existing customers and difficulty in attracting new customers, diversion of development resources, or harm to our reputation. Correction of defects or errors could prove to be impossible or impractical. The costs incurred in correcting any defects or errors or in responding to resulting claims or liability may be substantial and could adversely affect our operating results.

If we are not able to reliably meet our data storage and management requirements, or if we experience any failure or interruption in the delivery of our services over the Internet, customer satisfaction and our reputation could be harmed and customer contracts may be terminated.

As part of our current business model, we deliver our applications over the Internet and store and manage hundreds of terabytes of data for our customers, resulting in substantial information technology infrastructure and ongoing technological challenges, which we expect to continue to increase over time. If we do not reliably meet these data storage and management requirements, or if we experience any failure or interruption in the delivery of our services over the Internet, customer satisfaction and our reputation could be harmed, leading to reduced revenues and increased expenses. Our hosting services are subject to service-level agreements and, in the event that we fail to meet guaranteed service or performance levels, we could be subject to customer credits or termination of these customer contracts. If the cost of meeting these data storage and management requirements increases, our results of operations could be harmed.

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Upgrading our products and services could result in implementation issues and business disruptions.

We update our products and services on a periodic basis. In doing so, we face the possibility that existing customers will find the updated product and/or service unacceptable, or new customers may not be as interested as they have been in the past versions. Furthermore, translation errors might introduce new software and/or technical bugs that will not be caught.

New entrants and the introduction of other platforms in our markets may harm our competitive position.

The markets for development, distribution, and sale of offering SMBs a platform to create mobile apps for their business are rapidly evolving. New entrants seeking to gain market share by introducing new technology, new products, and new platforms may make it more difficult for us to sell our products which could create increased pricing pressure, reduced profit margins, increased sales and marketing expenses, or the loss of market share or expected market share, any of which may significantly harm our business, operating results and financial condition.

Our future success depends on our ability to develop and successfully introduce new and enhanced products that meet the needs of our customers.

Our sales depend on our ability to anticipate our existing and prospective customers’ needs and develop products that address those needs. Our future success will depend on our ability to design new products, anticipate technological improvements and enhancements, and to develop products that are competitive in the rapidly changing mobile apps industry. Introduction of new products and product enhancements will require coordination of our efforts with our customers to develop products that offer performance features desired by our customers and performance and functionality superior or more cost effective than solutions offered by our competitors. If we fail to coordinate these efforts, develop product enhancements or introduce new products that meet the needs of our customers as scheduled, our operating results will be materially and adversely affected, and our business and prospects will be harmed. We cannot assure that product introductions will meet our anticipated release schedules or that our products will be competitive in the market. Furthermore, given the rapidly changing nature of the mobile apps market, there can be no assurance our products and technology will not be rendered obsolete by alternative or competing technologies.

Our cost structure is partially fixed. If our revenues decline and we are unable to reduce our costs, our profitability will be adversely affected.

Our cost structure is partially fixed, and if our revenues decrease, these fixed costs will not be reduced. We base our cost structure on historical and expected levels of demand for our services, as well as our fixed operating infrastructure, such as computer hardware, software, and staffing levels. If demand for our services declines, and as a result, our revenues decline, we may not be able to adjust our cost structure on a timely basis and our profitability may be materially adversely affected.

Attrition of customers and failure to attract new customers could have a material adverse effect on our business, financial condition and results of operations, and cash flows.

Although we offer mobile apps designed to support and retain our customers, our efforts to attract new customers or prevent attrition of our existing customers may not be successful. If we are unable to retain our existing customers or acquire new customers in a cost-effective manner, our business, financial condition and results of operations, and cash flows would likely be adversely affected. Although we have spent significant resources on business development and related expenses and plan to continue to do so, these efforts may not be cost-effective at attracting new customers.

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Our ability to sustain or increase revenues will depend upon our success in entering new markets, continuing to increase our customer base, and in deriving additional revenues from our existing customers.

One component of our overall business strategy is to derive more revenues from our existing customers by expanding their use of our products and services. Such strategy would have our customers utilize our PaaS platforms and our tools and components to leverage vast amounts of information stored in both corporate databases and public data sources in order to make informed business decisions during the research and development process. In addition, we seek to expand into new markets, and new areas within our existing markets, by potentially acquiring businesses in these markets, attracting and retaining personnel knowledgeable in these markets, identifying the needs of these markets, and developing marketing programs to address these needs. If successfully implemented, these strategies could increase the usage of our PaaS platforms from SMBs operating within our existing customer base, as well as by new customers in other industries. However, if our strategies are not successfully implemented, our products and services may not achieve market acceptance or penetration in targeted new departments within our existing customers or in new industries. As a result, we may incur additional costs and expend additional resources without being able to sustain or increase revenue.

A pandemic, epidemic or outbreak of an infectious disease in the United States or elsewhere may adversely affect our business.

If a pandemic, epidemic or outbreak of an infectious disease occurs in the United States or elsewhere, our business may be adversely affected. In December 2019, a novel strain of coronavirus, COVID-19, was identified in Wuhan, China. This virus continues to spread globally and, as of March 2020, has spread to over 100 countries, including the United States and Indonesia. The spread of COVID-19 from China to other countries has resulted in the World Health Organization declaring the outbreak of COVID-19 as a “pandemic,” or a worldwide spread of a new disease, on March 11, 2020. Many countries around the world, including the United States, have imposed quarantines and restrictions on travel and mass gatherings to slow the spread of the virus. In response to this, many employers throughout the United States and elsewhere (including us) are preparing and increasing as much as possible the capacity and arrangement for employees to work remotely. However, we are still assessing the effect on our business, from the spread of COVID-19 and the actions implemented by the governments of the United States and elsewhere across the globe.

The spread of an infectious disease, including COVID-19, may result in the inability of our vendors or contractors to provide services on a timely basis. In addition, announcements from health professionals or governmental agencies may have the effect of reducing our in-person staffing or postpone meetings with vendors and customers in response to the spread of an infectious disease. Such events may result in a period of business disruption, and in reduced operations, any of which could materially affect our business, financial condition and results of operations. The extent to which COVID-19 impacts our business will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID19 and the actions to contain COVID-19 or treat its impact, among others.

If we are not successful in selecting and integrating the businesses and technologies we acquire, or in managing our current and future divestitures, our business may suffer.

Over the years, we have expanded our business through acquisitions. We continue to search to acquire businesses and technologies and form strategic alliances. However, businesses and technologies may not be available on terms and conditions we find acceptable. We risk spending time and money investigating and negotiating with potential acquisition or alliance partners, but not completing transactions. Even if completed, acquisitions and alliances involve numerous risks which may include: difficulties in achieving business and continuing financial success; difficulties and expenses incurred in assimilating and integrating operations, services, products, technologies, or pre-existing relationships with our customers, distributors, and suppliers; challenges with developing and operating new businesses, including those which are materially different from our existing businesses and which may require the development or acquisition of new internal capabilities and expertise; challenges of maintaining staffing at the acquired entities, including loss of key employees; potential losses resulting from undiscovered liabilities of acquired companies that are not covered by the indemnification we may obtain from the seller(s); the presence or absence of adequate internal controls and/or significant fraud in the financial systems of acquired companies; diversion of management’s attention from other business concerns; acquisitions could be dilutive to earnings, or in the event of acquisitions made through the issuance of our common stock to the shareholders of the acquired company, dilutive to the percentage of ownership of our existing shareholders; new technologies and products may be developed which cause businesses or assets we acquire to become less valuable; and risks that disagreements or disputes with prior owners of an acquired business, technology, service, or product may result in litigation expenses and distribution of our management’s attention. In the event that an acquired business or technology or an alliance does not meet our expectations, our results of operations may be adversely affected.

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need to agree to retain or assume certain current or future liabilities in order to complete the divestiture. We evaluate the performance and strategic fit of our businesses. These and any divestitures may result in significant write-offs, including those related to goodwill and other intangible assets, which could have an adverse effect on our results of operations and financial condition. In addition, we may encounter difficulty in finding buyers or alternative exit strategies at acceptable prices and terms and in a timely manner. We may not be successful in managing these or any other significant risks that we encounter in divesting a business, site, product line, or division, and as a result, we may not achieve some or all of the expected benefits of the divestitures.

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If we are unable to manage our growth and expand our operations successfully, our business and operating results will be harmed and our reputation may be damaged.

We have expanded our operations significantly since inception and anticipate that further significant expansion will be required to achieve our business objectives. The growth and expansion of our business and product offerings places a continuous and significant strain on our management, operational, and financial resources. Any such future growth would also add complexity to and require effective coordination throughout our organization. To manage any future growth effectively, we must continue to improve and expand our information technology and financial infrastructure, our operating and administrative systems and controls, and our ability to manage headcount, capital and processes in an efficient manner. We may not be able to successfully implement improvements to these systems and processes in a timely or efficient manner, which could result in additional operating inefficiencies and could cause our costs to increase more than planned. If we do increase our operating expenses in anticipation of the growth of our business and this growth does not meet our expectations, our operating results may be negatively impacted. If we are unable to manage future expansion, our ability to provide high quality products and services could be harmed, which could damage our reputation and brand and may have a material adverse effect on our business, operating results, and financial condition.

We may be unable to respond to customers’ demands for new mobile app solutions and service offerings, and our business, financial condition and results of operations, and cash flows may be materially adversely affected.

Our customers may demand new mobile app solutions and service offerings. If we fail to identify these demands from customers or update our offerings accordingly, new offerings provided by our competitors may render our existing solutions and services less competitive. Our future success will depend, in part, on our ability to respond to customers’ demands for new offerings on a timely and cost-effective basis and to adapt to address the increasingly sophisticated requirements and varied needs of our customers and prospective customers. We may not be successful in developing, introducing or marketing new offerings. In addition, our new offerings may not achieve market acceptance. Any failure on our part to anticipate or respond adequately to customer requirements, or any significant delays in the development, introduction or availability of new offerings or enhancements of our current offerings could have a material adverse effect on our business, financial condition and results of operations and cash flows.

Increasing competition and increasing costs within our customers’ industries may affect the demand for our products and services, which may affect our results of operations and financial condition .

Our customers’ demand for our products is impacted by continued demand for their products and by our customers’ research and development costs, budget costs, and capital expenditures. Demand for our customers’ products could decline, and prices charged by our customers for their products may decline, as a result of increasing competition that our customers face in their respective industries. In addition, our customers’ expenses could continue to increase as a result of increasing costs of complying with government regulations and other factors. A decrease in demand for our customers’ products, pricing pressures associated with the sales of these products, and additional costs associated with product development could cause our customers to reduce their research and development costs, budget costs, and capital expenditures. Although we believe our products can help our customers increase productivity, generate additional sales, and reduce costs in many areas, because our products and services depend on such research and development, budget, and capital expenditures, our revenues may be significantly reduced.

We are subject to pricing pressures in some of the markets we serve.

The market for PaaS for the SMB industry is intensely competitive. In response to increased competition and general adverse economic conditions in this market, we may be required to modify our pricing practices. Changes in our pricing model could adversely affect our revenue and earnings.

We may be unable to respond to the evolving industry practices and technology solutions, and our business, financial condition and results of operations and cash flows may be materially adversely affected.

We derive a significant percentage of our revenues from a concentrated group of customers and the loss of more than one of our major customers could materially and adversely affect our business, results of operations or financial condition.

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Three (3) customers accounted for 13.05%, 9.23% and 7.99% of net sales for fiscal year 2019. Three (3) customers accounted for 16.43%, 6.15% and 5.38% of net sales for fiscal year 2018. Three (3) customers accounted for 14.78%, 7.18% and 5.34% of net sales for fiscal year 2017. The loss of any of our major customers could have a material adverse effect on our results of operations and financial condition. We may not be able to maintain our customer relationships, and our customers may delay payment under, or fail to renew, their agreements with us, which could adversely affect our business, results of operations, or financial condition. Any reduction in the amount of revenues that we derive from these customers, without an offsetting increase in new sales to other customers, could have a material adverse effect on our operating results. A significant change in the liquidity or financial position of our customers could also have a material adverse effect on the collectability of our accounts receivable, our liquidity, and our future operating results.

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Our insurance coverage may not be sufficient to avoid material impact on our financial position or results of operations resulting from claims or liabilities against us, and we may not be able to obtain insurance coverage in the future.

We maintain insurance coverage for protection against many risks of liability. The extent of our insurance coverage is under continuous review and is modified as we deem it necessary. Despite this insurance, it is possible that claims or liabilities against us may have a material adverse impact on our financial position or results of operations. In addition, we may not be able to obtain any insurance coverage, or adequate insurance coverage, when our existing insurance coverage expires.

We depend on key personnel and may not be able to retain these employees or recruit additional qualified personnel, which could harm our business.

Our success depends to a significant extent on the continued services of our senior management and other members of management. We have contractual agreements with our CEO, CFO, and COO.

If our CEO, CFO, COO, or other members of senior management do not continue in their present positions, our business may suffer. Because of the nature of our business, we are highly dependent upon attracting and retaining qualified personnel. While we have a strong record of employee retention, there is still significant competition for qualified personnel in our industry. Therefore, we may not be able to attract and retain the qualified personnel necessary for the development of our business. The loss of the services of existing personnel, as well as the failure to recruit additional key technical, UX, and managerial personnel in a timely manner, could harm our business.

We are subject to risks associated with the operation of a global business.

We derive a significant portion of our total revenue from our operations in international markets. During the years ended December 31, 2019, 2018, and 2017, 100%, of our total revenue was derived from our international operations. Our global business may be affected by local economic conditions, including inflation, recession, and currency exchange rate fluctuations. In addition, political and economic changes, including international conflicts, including terrorist acts, throughout the world may interfere with our or our customers’ activities in particular locations and result in a material adverse effect on our business, financial condition, and operating results. Potential trade restrictions, exchange controls, adverse tax consequences, and legal restrictions may affect the repatriation of funds into the U.S. Also, we could be subject to unexpected changes in regulatory requirements, the difficulties of compliance with a wide variety of foreign laws and regulations, potentially negative consequences from changes in or interpretations of U.S. and foreign tax laws, import and export licensing requirements, and longer accounts receivable cycles in certain foreign countries. These risks, individually or in the aggregate, could have an adverse effect on our results of operations and financial condition.

Potential changes in U.S. and international tax law.

Tax proposals to reform corporate tax law are constantly being considered. Proposals include both increasing and reducing the corporate statutory tax rate, broadening the corporate tax base through the elimination or reduction of deductions, exclusions, and credits, implementing a territorial regime of taxation, limiting the ability of U.S. corporations to deduct interest expense associated with offshore earnings, modifying the foreign tax credit rules, and reducing the ability to defer U.S. tax on offshore earnings. These or other changes in the U.S. tax laws could increase our effective tax rate, which would affect our profitability.

Changes in government regulation or in practices relating to mobile apps and e-wallet industries could decrease the need for the products and services we provide.

Governmental agencies throughout the world, including but not limited to the U.S., regulate mobile apps, e-wallets, and the products and services we offer to our customers. Changes in regulations, such as a relaxation in regulatory requirements, or an increase in regulatory requirements that we have difficulty satisfying or that make our products and services less competitive, could eliminate or substantially reduce the demand for our products and services.

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Any negative commentaries made by any regulatory agencies or any failure by us to comply with applicable regulations and related guidance could harm our reputation and operating results, and compliance with new regulations and guidance may result in additional costs.

Any negative commentaries made by any regulatory agencies or any failure on our part to comply with applicable regulations could result in the termination of customers using our products and services. This could harm our reputation, our prospects for generating future revenue, and our operating results. If our operations are found to violate any applicable law or other governmental regulations, we might be subject to civil and criminal penalties, damages, and fines. Any action against us for violation of these laws, even if we successfully defend against it, could cause us to incur significant legal expenses, divert our management’s attention from the operation of our business, and damage our reputation.

Current and future litigation against us, which may arise in the ordinary course of our business, could be costly and time consuming to defend.

We are subject to claims that arise in the ordinary course of business, such as claims brought by our customers in connection with commercial disputes and employment claims made by our current or former employees. Third parties may in the future assert intellectual property rights to technologies that are important to our business and demand back royalties or demand that we license their technology. Litigation may result in substantial costs and may divert management’s attention and resources, which may seriously harm our business, overall financial condition, and operating results. Insurance may not cover such claims, may not be sufficient for one or more such claims, and may not continue to be available on terms acceptable to us. A claim brought against us that is uninsured or underinsured could result in unanticipated costs, negatively affecting our business, results of operations, and financial condition.

We could incur substantial costs resulting from product liability claims relating to our products or services or our customers’ use of our products or services.

Any failure or errors caused by our products or services could result in a claim for substantial damages against us by our customers, regardless of our responsibility for the failure. Although we are generally entitled to indemnification under our customer contracts against claims brought against us by third parties arising out of our customers’ use of our products, we might find ourselves entangled in lawsuits against us that, even if unsuccessful, may divert our resources and energy and adversely affect our business. Further, in the event we seek indemnification from a customer, a court may not enforce our indemnification right if the customer challenges it or the customer may not be able to fund any amounts for indemnification owed to us. In addition, our existing insurance coverage may not continue to be available on reasonable terms or may not be available in amounts sufficient to cover one or more large claims, or the insurer may disclaim coverage as to any future claim.

As a public company, we may incur significant administrative workload and expenses in connection with new and changing compliance requirements .

As a public company with common stock quoted on OTCQX Market, we must comply with various laws, regulations and requirements. New laws and regulations, as well as changes to existing laws and regulations affecting public companies, including the provisions of the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and rules adopted by the SEC, may result in increased general and administrative expenses and a diversion of management’s time and attention as we respond to new requirements.

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RISKS RELATED TO OUR COMMON STOCK

Our quarterly and annual operating results fluctuate and may continue to fluctuate in the future, and if we fail to meet the expectations of analysts or investors, our stock price and the value of your investment could decline substantially .

We believe that operating results for any particular quarter are not necessarily a meaningful indication of future results. Nonetheless, fluctuations in our quarterly operating results could negatively affect the market price of our common stock. Our results of operations in any quarter or annual period have varied in the past, and may vary from quarter to quarter or year to year and are influenced by such factors as:

changes in the general global economy;
changes in customer budget cycles;
the number and scope of ongoing customer engagements;
changes in the mix of our products and services;
competitive pricing pressures;
the extent of cost overruns;
buying patterns of our customers;
the timing of new product releases by us or our competitors;
general economic factors, including factors relating to disruptions in the world credit and equity markets and the related impact on our customers’ access to capital;
our earnings releases, actual or anticipated changes in our earnings, fluctuations in our operating results or our failure to meet the expectations of financial market analysts and investors;
changes in financial estimates by us or by any securities analysts who might cover our stock;
speculation about our business in the press or the investment community;
significant developments relating to our relationships with our customers or suppliers;
stock market price and volume fluctuations of other publicly traded companies and, in particular, those that are in our industry;
customer demand for our business solutions;
investor perceptions of our industry in general and our Company in particular;
the operating and stock performance of comparable companies;
announcements by us or our competitors of new products, significant acquisitions, strategic partnerships or divestitures;
the timing and charges associated with completed acquisitions, divestitures, and other events;
changes in accounting standards, policies, guidance, interpretation or principles;
changes in tax laws, rules, regulations, and tax rates in the locations in which we operate;
exchange rate fluctuations;
loss of external funding sources;
sales of our common stock, including sales by our directors, officers or significant stockholders; and
● addition or departure of key personnel.

If securities or industry analysts issue an adverse opinion regarding our stock or do not publish research or reports about our company, our stock price and trading volume could decline.

The trading market for our common stock will depend in part on the research and reports that equity research analysts publish about us and our business. We anticipate having limited analyst coverage and we may continue to have inadequate analyst coverage in the future. Even if we obtain adequate analyst coverage, we would have no control over such analysts or the content and opinions in their reports. Securities analysts may elect not to provide research coverage of our company and such lack of research coverage may adversely affect the market price of our common stock. The price of our common stock could also decline if one or more equity research analysts downgrade our common stock or if those analysts issue other unfavorable commentary or cease publishing reports

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about us or our business. If one or more equity research analysts cease coverage of our company, we could lose visibility in the market, which in turn could cause our stock price to decline.

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Substantial future sales of shares of our common stock could cause the market price of our common stock to decline.

The market price of shares of our common stock could decline as a result of substantial sales of our common stock, particularly sales by our directors, executive officers and significant stockholders, a large number of shares of our common stock becoming available for sale or the perception in the market that holders of a large number of shares intend to sell their shares. As of March 26, 2020, we have 160,597,190 (pre-reverse split) shares of our common stock outstanding.

Moreover, we may enter into agreements with certain holders of our common stock which could give such holders certain rights, subject to some conditions, to require us to file registration statements covering their shares or to include their shares in registration statements that we may file for ourselves or our stockholders.

Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of us, which may be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove our current management and limit the market price of our common stock.

Provisions in our certificate of incorporation and bylaws, as may be amended from time to time, may have the effect of delaying or preventing a change of control or changes in our management. Some of these provisions:

authorize our board of directors to issue up to 250,000,000 shares of authorized common stock;
specify that special meetings of our stockholders can be called only by the Chairman of our board of directors, President, or Vice President; and
provide that stockholders will not be allowed to vote cumulatively in the election of directors;

In addition, we are subject to the provisions of Section 203 of the Delaware General Corporation Law, which limits the ability of stockholders owning in excess of 15% of our outstanding voting stock to merge or combine with us, unless such transaction satisfies certain conditions.

These anti-takeover provisions and other provisions in our certificate of incorporation and bylaws, as may be amended from time to time, make it more difficult for stockholders or potential acquirers to obtain control of our board of directors or initiate actions that are opposed by the then-current board of directors and could also delay or impede a merger, tender offer or proxy contest involving our company. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing or cause us to take other corporate actions you desire. Any delay or prevention of a change of control transaction or changes in our board of directors could cause the market price of our common stock to decline.

Our inability to raise additional capital on acceptable terms in the future may limit our ability to develop and commercialize new solutions and technologies and expand our operations.

If our available cash balances and anticipated cash flow from operations are insufficient to satisfy our liquidity requirements, due to lower demand for our products as a result of other risks described in this “Risk Factors” section, we may seek to raise additional capital through equity offerings, debt financings, collaborations or licensing arrangements. We may also consider raising additional capital in the future to expand our business, pursue strategic investments, take advantage of financing opportunities, develop and exploit existing and new products, expand into new markets, or other reasons.

Additional funding may not be available to us on acceptable terms, or at all. If we raise funds by issuing equity securities, dilution to our stockholders could result. Any equity securities issued also may provide for rights, preferences or privileges senior to those of holders of our common stock. The terms of debt securities issued or borrowings could impose significant restrictions on our operations. The incurrence of indebtedness or the issuance of certain equity securities could result in increased fixed payment obligations and could also result in restrictive covenants, such as limitations on our ability to incur additional debt or issue additional equity, limitations on our ability to acquire or license intellectual property rights, and other operating restrictions that could adversely affect our ability to conduct our business. In addition, the issuance of additional equity securities by us, or the possibility of such issuance, may cause the market price of our common stock to decline. If we do not have, or are not able to obtain, sufficient funds, we may have to delay development or commercialization of our products or license to third parties the rights to commercialize products or technologies that we would otherwise seek to commercialize. If we raise additional funds through collaboration and licensing arrangements with third parties, it may be necessary to relinquish some rights to our technologies or our products, or to grant licenses on terms that are not favorable to us. If we are unable to raise adequate funds, we may have to liquidate some or all of our assets, or delay, reduce the scope of or eliminate some or all of our development programs. We also may have to reduce marketing, customer

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support or other resources devoted to our products or cease operations. Any of these actions could harm our business, operating results, and financial condition.

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We do not intend to pay dividends for the foreseeable future.

RISKS RELATED TO INTELLECTUAL PROPERTY

We may be unable to adequately enforce or defend our ownership and use of our intellectual property and other proprietary rights .

Part of our success is dependent upon our intellectual property and other proprietary rights. We rely upon a combination of trademark, trade secret, copyright, unpatented know-how, and unfair competition laws, as well as license and access agreements and other contractual provisions, to protect our intellectual property and other proprietary rights. In addition, we attempt to protect our intellectual property and proprietary information by requiring certain of our employees and consultants to enter into confidentiality, non-competition, and assignment-of-inventions agreements. The steps we take to protect these rights may not be adequate to prevent misappropriation of our technology by third parties, or may not be adequate under the laws of some foreign countries, which may not protect our intellectual property rights to the same extent as do the laws of the United States. Our attempts to protect our intellectual property may be challenged by others or invalidated through administrative process or litigation, and agreement terms that address noncompetition are difficult to enforce in many jurisdictions and may not be enforceable in any particular case. In addition, there remains the possibility that others will “reverse engineer” our products in order to introduce competing products, or that others will develop competing technology independently. If we resort to legal proceedings to enforce our intellectual property rights or to determine the validity and scope of the intellectual property or other proprietary rights of others, the proceedings could be burdensome and expensive, even if we were to prevail. The failure to adequately protect our intellectual property and other proprietary rights may have a material adverse effect on our business, results of operations or financial condition.

Claims by others that we infringe their intellectual property or trade secret rights could harm our business.

Our industry is characterized by vigorous protection and pursuit of intellectual property rights, which has resulted in protracted and expensive litigation for many companies. Third parties may in the future assert claims of infringement of intellectual property rights against us or against our customers or channel partners for which we may be liable. As the number of products and competitors in our market increases and overlaps occur, infringement claims may increase.

Intellectual property or trade secret claims against us, and any resulting lawsuits, may result in our incurring significant expenses and could subject us to significant liability for damages and invalidate what we currently believe are our proprietary rights. Our involvement in any patent dispute or other intellectual property dispute or action to protect trade secrets and know-how could have a material adverse effect on our business. Adverse determinations in any litigation could subject us to significant liabilities to third parties, require us to seek licenses from third parties and prevent us from developing and selling our products. Any of these situations could have a material adverse effect on our business. These claims, regardless of their merits or outcome, would likely be time consuming and expensive to resolve and could divert management’s time and attention.

Some of our products and services utilize open source software, and any failure to comply with the terms of one or more of these open source licenses could adversely affect our business.

Some of our products utilize software covered by open source licenses. Open source software is typically freely accessible, usable and modifiable, and is used by our development team in an effort to reduce development costs and speed up the development process. Certain open source software licenses require a user who intends to distribute the open source software as a component of the user’s software to disclose publicly part or all of the source code to the user’s software. In addition, certain open source software licenses require the user of such software to make any derivative works of the open source code available to others on unfavorable terms or at no cost. This can subject previously proprietary software to open source license terms. While we monitor the use of all open source software in our products, processes and technology and try to ensure that no open source software is used in such a way as to require us to disclose or make available the source code to the related product, such use could inadvertently occur. This could harm our intellectual property position and have a material adverse effect on our business.

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RISKS RELATED TO OUR INTERNATIONAL OPERATIONS

Our international sales and operations subject us to additional risks that can adversely affect our operating results and financial condition.

Our international operations subject us to a variety of risks and challenges, including: exposure to fluctuations in foreign currency exchange rates, increased management, travel, infrastructure and legal compliance costs associated with having international operations; reliance on channel partners; increased financial accounting and reporting burdens and complexities; compliance with foreign laws and regulations; compliance with U.S. laws and regulations for foreign operations; and reduced protection for intellectual property rights in some countries and practical difficulties of enforcing rights abroad. Any of these risks could adversely affect our international operations, reduce our international sales or increase our operating costs, adversely affecting our business, operating results and financial condition and growth prospects.

We may be exposed to liabilities under the Foreign Corrupt Practices Act, and any determination that we violated the Foreign Corrupt Practices Act could have a material adverse effect on our business.

Item 1B. Unresolved Staff Comments.

Not applicable.

Item 2. Properties

Our corporate headquarters are in a leased space comprising approximately 300 square feet of office space in New York, New York, at a rate of $820 per month.

Origin8, Inc., our wholly-owned subsidiary effective January 8, 2020, subleases approximately 350 square feet of office space in Irvine, CA, at a rate of $2,900 per month on a month to month basis. They also lease approximately 30,348 square feet comprising 12,313 square feet of office space and 18,217 square feet of warehouse space in Minneapolis, Minnesota, at a rate of $ 367,200 per annum. The leased office space from a related party under common ownership is under a 7.5-year lease expiring December 31, 2021. The lease on the primary offices has a renewal option providing for additional lease periods. The related rent expense for the leases is calculated on a straight-line basis with the difference recorded as deferred rent.

The Company believes these premises are suitable for the conduct of its business.

Item 3. Legal Proceedings

We are subject to litigation, claims, investigations and audits arising from time to time in the ordinary course of our business. However, at this time, we are not aware of any material pending, threatened, or unasserted claims.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

The Company’s common stock, par value $0.0001 per share, is quoted on the OTCQX Market under the symbol “WEYL.”

The following table shows high and low sales prices for the Company’s common stock for each quarter during the past two fiscal years:

Year ended December 31, 2019 and 2018	2019 High Low	2019 High Low	2018 High Low	2018 High Low
	High		High
Quarter Ended December 31	$ 0.56	$ 0.32	$ 2.98	$ 0.53
Quarter Ended September 30	$ 0.75	$ 0.28	$ 3.05	$ 1.11
Quarter Ended June 30	$ 0.99	$ 0.24	$ 4.58	$ 0.96
Quarter Ended March 31	$ 0.89	$ 0.36	$ 7.08	$ 3.53

Holders

As of March 26, 2020, there were 160,597,190 (pre-reverse split) shares of our common stock outstanding held by approximately 2,200 holders of record of our common stock. This number was derived from our stockholder records and does not include beneficial holders of our common stock whose shares are held in “street name” with various dealers, clearing agencies, banks, brokers and other fiduciaries.

Dividends

We have never declared or paid any cash dividends on our common stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business, and do not anticipate paying any cash dividends on our common stock in the foreseeable future.

Our future dividend policy will be determined at the discretion of our Board of Directors and will depend upon a number of factors, including our financial condition and performance, our cash needs and expansion plans, capital requirements, general business conditions, income tax consequences, and other factors that our Board of Directors may deem to be relevant. In addition, cash dividends may generally only be issued if we have a capital surplus.

Securities Authorized for Issuance Under Equity Compensation Plans

See Part III, Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” for information regarding securities authorized for issuance under equity compensation plans.

Unregistered Sales of Equity Securities.

During the year ended December 31, 2019, the Company engaged in the following sales and issuances of unregistered securities:

In between January 16, 2019 and May 10, 2019, the Company completed a private placement pursuant to which it sold 3,706,000 shares of its common stock to individuals at a price of $0.10 per share resulting in proceeds of $370,600 to the company.

On January 28, 2019, February 12, 2019, May 6, 2019, June 5, 2019, and June 20, 2019, the Company issued 661,202 shares of its common stock to advisor for services provided to the Company.

On February 14, 2019, the Company issued 820,000 shares of its common stock to legal consultant in exchange for services provided to the Company; and 605,000 shares in connection with advisory on the Myanmar initiative.

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On March 12, 2019, the Company issued 250,000 shares of its common stock to legal consultant in exchange for services provided to the Company.

On April 30, 2019, the Company issued 250,000 shares of its common stock to financial advisor in exchange for services provided to the Company.

On May 10, 2019, the Company issued 875,000 shares of its common stock to finder and consultant in exchange for services provided to the company.

On June 5, 2019, the Company issued 1,086,000 shares of its common stock to legal consultant, technology consultants and strategy consultant in exchange for services provided to the Company.

On June 14, 2019, the Company issued 325,500 shares of its common stock to strategy consultants and up listing consultant in exchange for services provided to the Company.

On June 14, 2019, the Company completed a private placement pursuant to which it sold 500,000 shares of its common stock to an individual at a price of $0.20 per share resulting in proceeds of $100,000 to the Company.

On June 20, 2019, the Company issued 3,329,940 shares of its common stock with a two-year lock-up from the date of issuance, as part of a legal settlement. On 9 July, 2019, 3,550,000 shares of the Company’s common stock were returned to treasury as part of the legal settlement.

On July 12, 2019, July 16, 2019 and July 26, 2019, the Company issued 2,545,000 shares of its common stock to consultants and up listing consultant in exchange for services provided to the Company.

On July 12, 2019, the Company issued 250,000 shares of its common stock to board advisor in exchange for services provided to the Company.

On July 16, 2019, the Company issued 447,000 shares of its common stock to legal consultants in exchange for services provided to the Company.

On July 16, 2019, the Company completed a private placement pursuant to which it sold 500,000 shares of its common stock to an individual at a price of $0.20 per share resulting in proceeds of $100,000 to the Company.

On August 22, 2019, the Company issued 1,450,000 shares of its common stock to strategy consultant in exchange for services provided to the Company.

On August 22, 2019, the Company issued 666,667 shares to individual investor in advance of $100,000 investment to come in

On August 22, 2019, the Company completed a private placement pursuant to which it sold 270,000 shares of its common stock to individuals at a price of $0.15 per share resulting in proceeds of $40,500 to the Company.

On October 23, 2019, the Company issued 250,000 shares of its common stock to legal consultants in exchange for services provided to the Company.

On November 13, 2019, the Company issued 2,150,000 shares of its common stock to senior management and founder in exchange for services provided to the Company.

On November 21, 2019, the Company issued 6,000,000 shares of its common stock to senior management, directors and operational staff in exchange for services provided to the Company.

On November 21, 2019, the Company issued 144,761 shares of its common stock to strategy consultants in exchange for services provided to the Company.

On December 4, 2019, the Company completed a private placement pursuant to which it sold 40,000 shares of its common stock to an individual at the price of $0.10 per share resulting in proceeds of $4,000 to the Company.

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On December 5, 2019, the Company issued 160,000 shares of its common stock to consultant in exchange for services provided to the Company.

On August 19, 2019 and November 15, 2019, the Company completed private placements pursuant to which it sold 45,511,676 shares of its common stock to individuals at prices of $0.15 and $0.25 per share resulting in proceeds of $7,023,350.

On December 31, 2019, the Company partially completed a private placement pursuant to which it sold 6,251,162.67 shares of its common stock to individuals at prices of $$0.30 and $0.15 per share resulting in proceeds of $1,808,350 to the Company.

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No underwriters were involved in the transactions described above. All of the securities issued in the foregoing transactions were issued by the Company in reliance upon the exemption from registration available under Section 4(a)(2) of the Securities Act, including Regulation D and/or Regulation S promulgated thereunder, in that the transactions involved the issuance and sale of the Company’s securities to financially sophisticated individuals or entities that were aware of the Company’s activities and business and financial condition, and took the securities for investment purposes and understood the ramifications of their actions. The Company did not engage in any form of general solicitation or general advertising in connection with the transactions. The individuals or entities represented that they were each an “accredited investor” as defined in Regulation D at the time of issuance of the securities, and that each of such individuals or entities was acquiring such securities for their own account and not for distribution. All certificates representing the securities issued have a legend imprinted on them stating that the shares have not been registered under the Securities Act and cannot be transferred until properly registered under the Securities Act or an exemption applies.

Use of Proceeds

Not applicable.

Repurchases

During the year ended December 31, 2019, there were no repurchases of the Company’s common stock by the Company.

Item 6. Selected Financial Data

The following tables set forth the selected consolidated financial data for each of the fiscal years in the five-year period ended December 31, 2019. We derived the selected consolidated financial data from our audited consolidated financial statements, which should be read in conjunction with Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II of this Annual Report on Form 10-K, and our consolidated financial statements and the related notes included elsewhere in this report. Our historical results for any prior period are not indicative of our future results.

Statements of operations data		For the Year Ended December 31,	For the Year Ended December 31,	For the Year Ended December 31,	2015
	2019	2018	2017	2016
Net Revenues	$ 34,648,621	$ 22,667,325	$ 15,578,171	$ 12,942,353	$ 2,553,992
Cost of revenues	28,411,869	18,643,914	11,267,879	7,817,973	1,552,258
Gross margin	6,236,752	4,023,409	4,310,292	5,124,380	1,001,734

Other Income	72,359	250	23,625	181,391	-
Gross Income	6,309,111	4,023,659	4,333,917	5,305,771	1,001,734

Operating Expenses:
Depreciation and amortization	101,933	268,600	351,933	351,933	83,333
Marketing and selling	389,610	-	-	-	-
Bad debt provision	-	-	-	698,736	-
General and administrative	5,918,660	2,880,387	1,937,482	988,686	184,680
Research and development	6,412,998	4,773,349	1,889,304	2,928,947	-
Total operating expenses	12,823,201	7,922,336	4,178,719	4,968,302	268,013

(Loss) income from operations	(6,514,090)	(3,898,677)	155,197	337,649	733,721

Impairment loss on investment in associate	-	(200,000)		-	-

Income from operations before income taxes	(6,514,090)	(4,098,677)	155,197	337,469	733,721
Provision for income taxes	27,596	-	229,479	(229,479)	-
Net (Loss) Income	$ (6,541,686)	$ (4,098,677)	$ (74,281)	$ 566,948	$ 733,721

(Loss) Earnings per share
Basic	$ (0.1147)	$ (0.1423)	$ (0.003)	$ 0.031	$ 0.003
Diluted-NA	$	$	$	$	$

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Weighted-average common shares outstanding
Basic		57,016,221		28,809,276		22,072,569		18,510,393		229,809,001
Diluted
Dividend per common share	$	-	$	-	$	-	$	-	$	-
Dividends-NA	$	-	$	-	$	-	$	-	$	-

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Balance Sheet data		For the Year Ended December 31,	For the Year Ended December 31,	For the Year Ended December 31,	2015
	2019	2018	2017	2016
Cash and cash equivalents	$ 2,972,649	$ 731,355	$ 1,056,399	$ 1,003,924	$ 832,218
Net working capital	10,343,993	4,395,711	2,268,794	1,217,947	(136,797)
Total assets	11,331,544	5,488,537	5,297,461	3,395,878	2,249,815
Total liabilities	875,953	379,295	2,046,536	843,867	1,699,715
Total shareholders’ equity	10,455,591	5,109,242	3,250,925	2,552,011	550,100

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

We intend for this discussion to provide information that will assist in understanding our consolidated financial statements, the changes in certain key items in those consolidated financial statements, and the primary factors that accounted for those changes, as well as how certain accounting principles affect our consolidated financial statements. This discussion should be read in conjunction with our consolidated financial statements and accompanying notes for the fiscal years ended December 31, 2019, and year ended December 31, 2018. Readers should also read and take into consideration the risks and uncertainties described under the section titled, “Risk Factors” in this Annual Report, and our forward-looking statements disclaimer contained on the cover page in this Annual Report, the provisions of which are incorporated by reference herein .

Overview

Weyland Tech is a global provider of mobile business applications. The Company operates a Platform-as-a-Service (“PaaS”) software used on mobile ’smartphones’. The PaaS platform offers a mobile presence to Small-to-Medium-Sized Businesses (“SMB’s”) in emerging markets, with partnerships on 3 continents and growing. The PaaS platform, offered in 14 languages with over 70 integrated modules, enables SMB’s to create native mobile applications (“apps”) for Apple’s iOS and Google Android without technical knowledge or background, empowering SMB’s to increase sales, reach more customers and promote their products and services in an easy, affordable and efficient manner.

In 2018, Weyland focused on scaling this business model by continuing to develop and expand strategic partnerships that would increase the number of users and merchants available to users of the Company’s products on a Platform-as-a-Service (“PaaS”) basis. These efforts expanded on the success of recent product launches representative of the PaaS platform strategy and product offerings with our strategic partners. And after extensive discussions with our partners, management believes that supporting these initiatives through deeper engagement, interaction and co-marketing/sales substantially benefited the Company in 2018 and beyond.

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Components of Results of Operations

Revenue (Service)

Cost of Revenue (Service)

Cost of revenue primarily consists of fees from cloud-based hosting services and personnel costs. Personnel costs consist of wages, bonuses, benefits, and stock-based compensation expenses. Allocated overhead costs consist of certain facilities and utility costs. We expect cost of revenue to increase in absolute dollars, as product revenue increases.

Operating Expenses

Our operating expenses consist of general and administrative, depreciation and amortization, and research and development expenses. Salaries and personnel-related costs, benefits, and stock-based compensation expense, are the most significant components of each category of operating expenses. Operating expenses also include allocated overhead costs for facilities and utility costs.

General and Administrative – General and administrative expense consists primarily of employee compensation and related expenses for administrative functions including finance, legal, human resources and fees for third-party professional services, as well as allocated overhead. We expect our general and administrative expense to increase in absolute dollars as we continue to invest in growing the business.

Depreciation and amortization – Depreciation and amortization expense consists primarily of amortization of development costs and trademark for our CA platform.

Research and Development – Research and development expense consists primarily of employee compensation and related expenses, allocated overhead, and developments to our website, e-commerce, and mobile app platforms. We expect our research and development expenses to increase in absolute dollars as we continue to invest in new and existing products and services.

Other Income (Expense), net

Other income consists of income received for activities outside of our core business. In 2019, this includes interest from money market funds and license fees.

Provision for Income Taxes

Provision for income taxes consists of estimated income taxes due to the United States, foreign countries, and the respective taxing authorities in jurisdictions in which we conduct business.

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Results of Operations

The following sets forth selected items from our statements of operations and the percentages that such items bear to net sales for the fiscal years ended December 31, 2019, and December 31, 2018 (Because of rounding, numbers may not foot).

	Fiscalyears ended December 31, 2019 December 31, 2018	Fiscalyears ended December 31, 2019 December 31, 2018	Fiscalyears ended December 31, 2019 December 31, 2018	Fiscalyears ended December 31, 2019 December 31, 2018
	December 31, 2019
Revenue (service)	$ 34,648,621	100.0%	$ 22,667,325	100.0%
Cost of revenues (service)	28,411,869	82.0	18,643,914	82.3
Gross profit	6,236,752	18.0	4,023,409	17.7
Other Income	72,359	0.2	250	0.001
Gross Income	6,309,111	18.2	4,023,659	17.7

Depreciation and Amortization	101,933	0.3	268,600	1.2
General and administrative	5,918,660	17.1	2,880,387	12.7
Sales and Marketing	389,610	1.1	-	-
Research and development	6,412,998	18.5	4,773,349	21.1
Total operating expenses	12,823,201	37.0	7,922,336	35.0
(Loss) from operations	(6,514,090)	(18.8)	(3,898,677)	(17.2)
Impairment loss on investment in associate	-	-	(200,000)	(0.9)
Net(loss) before income tax	(6,514,090)	(18.8)	(4,098,677)	(18.1)
Income tax (expense)	(27,596)	0.1	-	-
Net (loss) income	$ (6,541,686)	(18.9)	$ (4,098,677)	(18.1)

Revenue (Service)

Cost of Revenue (Service)

Cost of service was $28,411,869 and $18,643,914 for the twelve months ended December 31, 2019 and 2018, respectively.

Other Income

Other income was $72,359 for the twelve months ended December 31, 2019 represents interest and gain on change in fair value from a US based money market bond portfolio.

Operating Expenses

General and Administrative

General and administrative expenses were $5,918,660 and $2,880,387 for the twelve months ended December 31, 2019 and 2018, respectively. The increase was due to increased staff costs, travel, consultancy, professional costs from the increased level of business and expansion of our new digital wallet business AtoZ Pay and costs associated with our Reg S fund raising in July 2019.

Research and Development

Research and Development expense were $6,412,998 and $4,773,349 for the twelve months ended December 31, 2019 and 2018, respectively. The increase reflects spending on our website, e-commerce platform and mobile app development (powered by CreateApp & Magento), completion of the DPEX Enable dashboard as well as integrating various functionality including the AtoZ Pay payment facility into the PaaS 3.0 platform. Additionally, the company continued development of the company’s system support knowledge base and other internal systems. The increase was funded primarily from operating income and capital raising efforts.

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(Loss) from operations

The Company posted a loss from operations of ($6,514,090) and ($3,898,677) for the twelve months ended December 31,2019 and 2018, respectively. The increase in the loss is due to increased staff costs, travel, consultancy, professional and development fee for mobile app and increase in research & development on our platform.

Net(loss)/profit before income tax

The Company posted a net loss before income tax ($6,514,686) and ($4,098,677) for the twelve months ended December 31, 2019 and 2018, respectively. The increase in the loss is due to increase in research & development costs, legal and professional costs, travelling cost, consultancy fee, stock-based compensation and increase in research & development on our platform.

income tax (expense)

No provision for corporate taxes is made as the Company incurred a loss and has unutilized loss carryforwards. The tax paid during the fiscal year is for Delaware franchise taxes for the current and prior years.

Stock-based compensation

Stock-based compensation expenses for the twelve months ended December 31, 2019 was $2,267,779 (2018: $1,237,210). The increase includes consultancy costs associated with our Reg S fund raising in July 2019.

Net (loss) income

The Company posted a net loss of ($6,541,686) for the twelve months ended December 31, 2019 as compared to a net loss of ($4,098,677) for the year ended December 31, 2018. The increase in the net loss is due to increase in research & development costs, legal and professional costs, travelling cost, consultancy fee, stock-based compensation, and costs associated with our Reg S fund raising in July 2019, our people costs for the our CreateApp business, our digital wallet business and continued development of the company’s system support knowledge base and other internal systems.

Liquidity and Capital Resources

During the year ended December 31, 2019, our primary sources of liquidity came from existing cash and the sale of our securities to certain professional investors. We have internal funds in place to meet our cash requirements for current operations through at least a period of the next eighteen months.

For the year ended December 31, 2019, the Company sold 51,762,839 shares of common stock through private placement offering to high net worth individuals and family offices in Malaysia and Singapore providing gross proceeds of $ 8,831,700.

Our future capital requirements will depend on many factors including our growth rate, the timing and extent of spending to support development efforts, the expansion of our sales and marketing, the timing of new product introductions and the continuing market acceptance of our products and services.

Management believes that the Company has sufficient liquidity to satisfy its anticipated cash requirements for at least the next eighteen months. Furthermore, the Company is not aware of any trends or demands, commitments, events or uncertainties that are reasonably likely to result in a decrease in liquidity of its assets. However, there can be no assurance that our operations will become profitable or that external sources of financing, including the issuance of debt and/or equity securities, will be available at times and on terms acceptable to us, or at all. The Company’s management prepares budgets and monitors the financial results of the Company as a tool to align liquidity needs to the recurring business requirements.

We may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise monies on terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, operating results and financial condition would be adversely affected.

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The following table summarizes our cash flows for the years ended December 31, 2019 and 2018:

Cash flows:	For the Year Ended December 31, 2019 2018 $ (6,916,380) $ (6,082,037) $ (2,730,363) $ (200,000) $ 11,888,037 $ 5,956,993
	2019 $ (6,916,380) $ (2,730,363) $ 11,888,037
Net cash provided by (used in) operating activities
Net cash (used in) investment activities
Net cash provided by financing activities

Operating Activities

During the year ended December 31, 2019, loss from operations used ($ 6,514,090), compared to ($3,898,677) for the year ended December 31, 2018.

Investing Activities

During the year ended December 31, 2019, we did use cash $2,730,363 for investing activities, compared to an impairment loss on our associate of ($200,000) for the year ended December 31, 2018.

Financing Activities

During the year ended December 31, 2019, we generated $11,888,037 from financing activities, compared to $5,956,994 of cash generated for the year ended December 31, 2018. The increase of $5,931,044 in cash generated from financing activities was primarily a result of the Reg S share placement to professional investors.

Known Trends or Uncertainties

We have seen some consolidation in the mobile applications industry during economic downturns. These consolidations have not had a negative effect on our total sales; however, should consolidations and downsizing in the industry continue to occur, those events could adversely impact our revenues and earnings going forward.

We believe that the need for improved productivity in the research and development activities directed toward developing new and enhanced PaaS applications will continue to result in SMBs utilizing our products and services. New product developments could result in increased revenues and earnings if they are accepted by our markets; however, there can be no assurances that new products will result in significant improvements to revenues or earnings. For competitive reasons, we do not disclose all of our new product development activities.

The potential for growth in new markets is uncertain. We will continue to explore these opportunities until such time as we either generate sales or determine that resources would be more efficiently used elsewhere.

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Inflation

We have not been affected materially by inflation during the periods presented, and no material effect is expected in the near

future.

Critical Accounting Policies and Estimates

Our critical accounting policies and estimates are included in Note 2 – “Summary of Significant Accounting Policies” of Notes to Consolidated Financial Statements included in this Annual Report.

Recently Issued or Newly Adopted Accounting Standards

Our recently issued or newly adopted accounting standards are included in Note 2 - “Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements included in this Annual Report.

Off-Balance Sheet Arrangements

As of December 31, 2019, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As such, we are not materially exposed to any financing, liquidity, market, or credit risk that could arise if we had engaged in such relationships.

We do not have relationships or transactions with persons or entities that derive benefits from their non-independent relationship with us or our related parties.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

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Item 8. Financial Statements and Supplementary Data

WEYLAND TECH, INC.

INDEX TO FINANCIAL STATEMENTS

	Page

Reports of Independent Registered Public Accounting Firms	F-1

Consolidated Balance Sheets for year ended December 31, 2019 and 2018	F-2

Consolidated Statements of Operations for year ended December 31, 2019 and 2018	F-3

Consolidated Statements of Cash Flows for the year ended December 31, 2019 and 2018	F-4

Consolidated Statements of Stockholders’Equity for the year ended December 31, 2019 and 2018	F-5

Notes to Consolidated Financial Statements	F-6

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Weyland Tech Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Weyland Tech Inc. (the “Company”) as of December 31, 2019 and 2018, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2019, and the related notes (collectively referred to as the “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, 2019 and 2018, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2019 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. 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 audits 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 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 audits 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 Company’s internal control over financial reporting. Accordingly, we express no such opinion.

/s/ Centurion ZD CPA & Co. Centurion ZD CPA & Co. Hong Kong March 30, 2020 We have served as the Company’s auditor since 2012

F-1

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WEYLAND TECH, INC. Consolidated Balance Sheets

ASSETS Non-current assets	December 31 2019	December 31 2019	December 31 2018	December 31 2018
Intangible assets, net	611,598		713,531
			-
Total non-current assets	611,598		713,531
Current assets
Amount due from Associate	2,825,700		862,000
Other amounts recoverable	549,550		-
Prepayment, deposit and other receivables	1,641,684		3,181,651
Financial Assets held for resale	2,730,363		-
Cash and cash equivalents	2,972,649		731,355
Total current assets	10,719,946		4,775,006
Total assets	$ 11,331,544		$ 5,488,537

LIABILITIES AND STOCKHOLDER’S EQUITY
Current Liabilities
Accounts payable		-		18,000
Accruals and other payables		298,453		283,795
Amount due to director		77,500		77,500
Total current liabilities		375,953		379,295

Non-Current Liabilities
Bank Loan		500,000		-
Total non-current liabilities		500,000		-
Total liabilities		875,953		379,295

STOCKHOLDERS’ EQUITY
Common stock, $0.0001 par value, 250,000,000 shares authorized, 111,304,253 and 36,915,343 shares issued and outstanding as of December 31, 2019 and 2018, respectively		11,130		3,692
Additional paid-in capital		58,058,118		46,177,521
Accumulated deficit brought forward		(47,613,657)		(41,071,971)
Total stockholder’s equity		10,455,591		5,109,242
Total liabilities and stockholders’ equity	$ 11,331,544		$ 5,488,537

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

F-2

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WEYLAND TECH, INC. Consolidated Statements of Operations

	For The Years Ended December 31, 2019 2018	For The Years Ended December 31, 2019 2018	For The Years Ended December 31, 2019 2018
	2019
Service Revenue	$ 34,648,621		22,667,325
Cost of Service	28,411,869		18,643,914
Gross Profit	6,236,752		4,023,409

Other Income	72,359		250
Gross Income	6,309,111		4,023,659

Operating Expenses
Depreciation and amortization	101,933		268,600
Research and development	6,412,998		4,773,349
Sales and Marketing	389,610		-
General and administrative	5,918,660		2,880,387
Total Operating Expenses	12,823,201		7,922,336

(Loss) from Operations	(6,514,090)		(3,898,677)

Impairment loss on associate	-		(200,000)
Net (Loss) before income tax	(6,514,090)		(4,098,677)
Income tax (Corporate tax)	27,596		-
Net (Loss) for the year	$ (6,541,686)		(4,098,677)

Net (loss) profit per common share - basic and fully diluted:		(0.1147)	(0.1423)

Weighted average number of basic and fully diluted common shares outstanding		57,016,221	28,809,276

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

F-3

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WEYLAND TECH, INC. Consolidated Statements of Cash Flows

Cash flows from operations:	Year Ended December 31 2019 2018	Year Ended December 31 2019 2018
	2019

(Loss) from continuing operations	$ (6,541,686)	(4,098,677)
Adjustment to reconcile net profit to net cash used in operating activities:
Amortization of intangible assets	101,933	268,600
Impairment loss on associate	-	200,000
Changes in operating assets and liabilities:
Amount due from Associates	(1,963,700)	(862,000)
Other amounts recoverable	(549,550)	-
Deposits and other receivables	(22,295)	173,945
Prepayments	1,562,262	(96,665)
Accounts payable, accruals and other payables	(3,344)	26,287
Stock subscription payables	-	(1,771,028)
Bank Loan	500,000	-
Amount due from director	-	77,500
Net cash used in operations	(6,916,380)	(6,082,038)
Cash flows from investment activities:
Investment on associate	-	(200,000)
Financial assets held for resale	(2,730,363)	-
Net cash used in investment activities	(2,730,363)	(200,000)
Cash flows from financing activities:
Proceeds from stock issuance	11,888,037	5,956,994
Net cash provided by financing activities	11,888,037	5,956,994
Net (decrease)/increase in cash and cash equivalents	2,241,294	(325,044)
Cash and cash equivalents, beginning of year	731,355	1,056,399
Cash and cash equivalents, end of year	$ 2,972,649	731,355
Supplemental cash flow disclosure:
Cash paid for interest expenses	$ - $ -	- -
Cash paid for income taxes
Non-cash transactions
Issuance of shares for services received	$ 2,267,779	1,237,210

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

F-4

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WEYLAND TECH, INC Consolidated Statements of Stockholders’ Equity

	Common Stock *	Amount	Amount	Additional paid-in capital	Additional paid-in capital	Subscriptions received	Subscriptions received	Accumulated (Deficit)	Accumulated (Deficit)	Stockholders’ (Deficit)/Equity	Stockholders’ (Deficit)/Equity

Balance December 31, 2014	46,256,568	$ 463		$ 36,219,595		$ 1,765,855		$(38,199,681)		$ (213,768)
Effect of reverse split from 1,000 shares to 1 share	(625,697,147)	(58,407)		58,407		-		-		-
Shares issued for services	1,163,600	116		23,146		-		-		23,262
Issuance of Shares	590,905,667	59,091		(52,206)		-		-		6,885
Net profit for the year	-	-		-		-		733,721		733,721

Balance December 31, 2015	12,628,688	$ 1,263		$ 36,248,942		$ 1,765,855		(37,465,960)		$ 550,100
Issuance of Shares	9,747,440	975		3,200,003		(1,765,855)		-		1,435,123
Cancelation of shares	(1,598,000)	(160)								(160)
Net profit for the year	-	-		-		-		566,948		566,948
Balance December 31, 2016	20,778,128	$ 2,078		$ 39,448,945		$ -		$(36,899,012)		$ 2,552,011
Issuance of Shares	1,370,500		137		384,409		-		-		384,546
Cancelation of shares	(100,000)		(10)		10		-		-		-
Shares issued for services	1,412,000		141		388,509		-		-		388,650
Net loss for the year	-		-		-		-		(74,282)		(74,282)
Balance December 31, 2017	23,460,628	$ 2,346		$ 40,221,873		$ -		$ (36,973,294)		$ 3,250,925
Issuance of Shares	4,320,575	432		4,719,352		-		-		4,719,784
Cancelation of shares	(62,964)	(6)		6		-		-		-
Shares issued for services	9,197,104	920		1,236,290		-		-		1,237,210
Net loss for the year	-	-		-		-		(4,098,677)		(4,098,677)
Balance December 31, 2018	36,915,343	$ 3,692		$ 46,177,521		$ -		$ (41,071,971)		$ 5,109,242
Issuance of Shares	58,627,601	5,748		9,614,508		-		-		9,620,256
Cancelation of shares	(3,550,000)	(355)		355		-		-		-
Shares issued for services	19,311,309	2,045		2,265,734		-		-		2,267,779
Net loss for the year	-	-		-		-		(6,541,686)		(6,541,686)
Balance December 31, 2019	111,304,253	$ 11,130		$ 58,058,118		$ -		$(47,613,657)		$ 10,455,591

*The number of shares of common stock has been retroactively restated to reflect the 1 for 1,000 reverse stock-split on September 1, 2015

The accompanying notes are an integral part of these financial statements

F-5

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Weyland Tech, Inc. DECEMBER 31, 2019 AND 2018 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND BUSINESS DESCRIPTION

Weyland Tech is a global provider of mobile business applications. Its Platform-as-a-Service (“PaaS”) platform offers a mobile presence to businesses in emerging markets, with partnerships on 3 continents and growing. This Do It Yourself (“DIY”) mobile application platform, offered in 14 languages with over 70 integrated modules, enables small and medium sized businesses (“SMBs”) to create native mobile applications (“apps”) for Apple’s iOS and Google Android without technical knowledge or background, empowering SMBs to increase sales, reach more customers and promote their products and services in an easy, affordable and efficient manner.

In May 2018, the Company expanded its portfolio to fintech applications with the launch of its AtozPay mobile payments platform. The mobile wallet launched in Indonesia, the world’s 4th most populous country, Indonesia, and is experiencing rapid transaction growth on the AtozPay platform.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

USE OF ESTIMATES

CERTAIN RISKS AND UNCERTAINTIES

SEGMENT REPORTING

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by our chief operating decision maker, or decision- making group, in deciding how to allocate resources and in assessing performance.

The Company is focused on mobile commerce enablement via our CreateAPP platform acquired in 2015 and subsequently enhanced in 2016 and 2017, offered on a Platform-as-a-Service (“PaaS”) basis, and the company’s e-wallet initiative AtoZPay. We identify our reportable segments as those customer groups that represent more than 10% of our combined revenue or gross profit or loss of all reported operating segments. We manage our business on the basis of the one reportable segment e-commerce solutions and service provider. The accounting policies for segment reporting are the same as for the Company as a whole. We do not segregate assets by segments since our chief operating decision maker, or decision-making group, does not use assets as a basis to evaluate a segment’s performance.

F-6

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IDENTIFIABLE INTANGIBLE ASSETS

IMPAIRMENT OF LONG-LIVED ASSETS

The Company classifies its long-life assets into: (i) computer and office equipment; (ii) furniture and fixtures, (iii) leasehold improvements, and (iv) finite – life intangible assets.

Long-life assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be fully recoverable. It is possible that these assets could become impaired as a result of technology, economy or other industry changes. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-life asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, relief from royalty income approach, quoted market values and third-party independent appraisals, as considered necessary.

GROUP ACCOUNTING

Subsidiaries are entities (including special purpose entities) over which the Group has power to govern the financial and operating policies, generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. The purchase method of accounting is used to account for the acquisition of subsidiaries. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued or liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values on the date of acquisition, irrespective of the extent of any minority interest. Subsidiaries are consolidated from the date on which control is transferred to the Group to the date on which that control ceases. In preparing the consolidated financial statements, intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Where necessary, adjustments are made to the financial statements of subsidiaries to ensure consistency of accounting policies with those of the Group. Minority interest is that part of the net results of operations and of net assets of a subsidiary attributable to interests which are not owned directly or indirectly by the Group. It is measured at the minorities’ share of the fair value of the subsidiaries’ identifiable assets and liabilities at the date of acquisition by the Group and the minorities’ share of changes in equity since the date of acquisition, except when the losses applicable to the minority in a subsidiary exceed the minority interest in the equity of that subsidiary. In such cases, the excess and further losses applicable to the minority are attributed to the equity holders of the Company, unless the minority has a binding obligation to, and is able to, make good the losses. When that subsidiary subsequently reports profits, the profits applicable to the minority are attributed to the equity holders of the Company until the minority’s share of losses previously absorbed by the equity holders of the Company has been recovered. Please refer to Note 5 for the Company’s accounting policy on investments in subsidiaries.

SUBSIDIARIES

Investments in subsidiaries are stated at cost less accumulated impairment losses in the Company’s balance sheet. On disposal of investments in subsidiaries, the difference between net disposal proceeds and the carrying amount of the investment is taken to the income statement.

ASSOCIATES

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Associates are all entities over which the group has significant influence but not control or joint control, generally accompanying a shareholding interest of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting, after initially being recognized at cost. The group’s investment in associates includes goodwill identified on acquisition. The group’s share of its associates’ post-acquisition profits or losses is recognized in profit or loss, and its share of postacquisition other comprehensive income is recognized in other comprehensive income. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. Dividends receivable from associates are recognized as a reduction in the carrying amount of the investment. Where the group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured long-term receivables, the group does not recognize further losses, unless it has incurred obligations or made payments on behalf of the associate. Unrealized gains on transactions between the group and its associates are eliminated to the extent of the group’s interest in the associates. Unrealized losses are also eliminated, unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed, where necessary, to ensure consistency with the policies adopted by the group.

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FINANCIAL ASSETS

Financial assets at fair value through profit or loss are stated at fair value, with any resultant gain or loss recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any dividend or interest earned on the financial asset and is included in ‘other gains and losses’ line in the statement of profit or loss and other comprehensive income. Fair value is determined in the manner described in Note 4.

The Company measures certain financial assets at fair value on a recurring basis, including the available-for-sale debt securities. Fair value is the price the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date. The Company uses a three-level hierarchy established by the Financial Accounting Standards Board (FASB) that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach).

The levels of the fair value hierarchy are described below:

Level 1: Quoted prices in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
Level 3: Unobservable inputs with little or no market data available, which require the reporting entity to develop its own assumptions.

The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Financial assets and liabilities are classified in their entirety based on the most conservative level of input that is significant to the fair value measurement.

Available-for-sale investments

Certain shares and debt securities held by the group are classified as being available for sale and are stated at fair value. Fair value is determined in the manner described in Note 4. Gains and losses arising from changes in fair value, impairment losses, interest calculated using the effective interest method and foreign exchange gains and losses on monetary assets are recognised directly in profit or loss. Dividends on available-for-sale equity instruments are recognised in profit or loss when the Company’s right to receive payments is established. The fair value of available-for-sale monetary assets denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at end of the reporting period. The change in fair value attributable to translation differences that result from a change in amortised cost of the available-for-sale monetary asset is recognised in profit or loss, and other changes are recognised in other comprehensive income.

ACCOUNTS RECEIVABLE AND CONCENTRATION OF RISK

The Company’s CreateApp business effective 1 September 2015 is based on a nil accounts receivable balance as subscriptions are collected on a usage basis.

As of December 31, 2017, sales included a concentration from a major customer although accounts receivable had a nil balance.

CASH AND CASH EQUIVALENTS

EARNINGS PER SHARE

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REVENUE RECOGNITION

COST OF SERVICE

Cost of service comprises fees from third party cloud-based hosting services.

INCOME TAXES

RECENT ACCOUNTING PRONOUNCEMENTS

On November 22, 2017, the FASB ASU No. 2017-14, “Income Statement-Reporting Comprehensive Income (Topic 220), Revenue Recognition (Topic 605), and Revenue from Contracts with Customers (Topic 606): Amendments to SEC Paragraphs Pursuant to Staff Accounting Bulletin No. 116 and SEC Release 33-10403.” The ASU amends various paragraphs in ASC 220, Income Statement - Reporting Comprehensive Income; ASC 605, Revenue Recognition; and ASC 606, Revenue From Contracts With Customers, that contain SEC guidance. The amendments include superseding ASC 605-10-S25-1 (SAB Topic 13) as a result of SEC Staff Accounting Bulletin No. 116 and adding ASC 606-10-S25-1 as a result of SEC Release No. 33-10403. The Company does not expect that the adoption of this guidance will have a material impact on its condensed consolidated financial statements.

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In February 2018, the FASB issued ASU No. 2018-02, “Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income.” The ASU amends ASC 220, Income Statement - Reporting Comprehensive Income, to “allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act.” In addition, under the ASU, an entity will be required to provide certain disclosures regarding stranded tax effects. The ASU is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company does not expect that the adoption of this guidance will have a material impact on its condensed consolidated financial statements.

In March 2018, the FASB issued ASU 2018-05 - Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 (“ASU 2018-05”), which amends the FASB Accounting Standards Codification and XBRL Taxonomy based on the Tax Cuts and Jobs Act (the “Act”) that was signed into law on December 22, 2017 and Staff Accounting Bulletin No. 118 (“SAB 118”) that was released by the Securities and Exchange Commission. The Act changes numerous provisions that impact U.S. corporate tax rates, business-related exclusions, and deductions and credits and may additionally have international tax consequences for many companies that operate internationally. The Company does not believe this guidance will have a material impact on its condensed consolidated financial statements.

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NOTE 3 - INTANGIBLE ASSETS

As of December 31, 2019 and 2018, the Company has the following amounts related to intangible assets:

	As of December 31, 2019 2018	As of December 31, 2019 2018
	2019
Software acquired	$ 1,764,330	$ 1,764,330
Other intangible assets	5,000	5,000
	1,769,330	1,769,330
Less: accumulated amortization	(1,157,732)	(1,055,799)
Net intangible assets	$ 611,598	$ 713,531

No significant residual value is estimated for these intangible assets. Amortization expense for the years ended December 31, 2019 and 2018 amounted to $101,933 and $268,600, respectively.

NOTE 4 – FINANCIAL ASSETS

	Fair value as at 2019 2018 Assets Liabilities Assets Liabilities	Fair value as at 2019 2018 Assets Liabilities Assets Liabilities	Fair value as at 2019 2018 Assets Liabilities Assets Liabilities	Fair value as at 2019 2018 Assets Liabilities Assets Liabilities
	2019 Assets Liabilities
	Assets		Assets

Held-for-trading investments	$ 2,730,363	-	-	-

The investments above include investments in quoted fixed income securities that offer the Company the opportunity for return through interest income and fair value gains. They have various fixed maturity and coupon rate. The fair values of these securities are based on closing quoted market prices on the last market day of the financial year.

Fair value of the Company’s financial assets and financial liabilities are measured at fair value on a recurring Quoted bid prices in an active market basis. All the available for sale financial asset are classified as Level 1 as described in the Company’s accounting policies.

NOTE 5 - INVESTMENT IN SUBSIDIARIES

	The Company As of December 31, 2019 2018	The Company As of December 31, 2019 2018
	2019
Equity investments at cost	$ 2,000	-

On December 16, 2019 the Company incorporated a new Special purpose vehicle, Origin8, Inc, to complete the acquisition of Push Holdings Inc as described more fully in note 15 below. Other than entering into an Asset Purchase Agreement dated December 18, 2019, Origin8, Inc had no other operations or purpose.

NOTE 6 – INVESTMENT IN ASSOCIATE

On April 23, 2018, the Company participated in the incorporation of a company in Indonesia, PT Weyland Indonesia Perkasa (“WIP’), an Indonesian limited liability company of which the Company held a 49% equity interest with the option to purchase an additional 31% equity interest at a later date. The results of operations of WIP from April 23, 2018 to December 31, 2019 has not been included as the amount had been fully impaired.

The Company held a 49% equity interest and a 31% unexercised option in WIP as at December 31, 2018. Due to the continuing legal restructuring in Indonesia, all the conditions precedent had not been satisfied and the 31% option had not been exercised as at December 31, 2018. In April 2019, the Company completed the distribution as a dividend in specie, to the Company’s shareholders of record at October 12, 2018 of 49% equity interest in WIP to Weyland AtoZPay Inc. and now holds an equitable interest of 31% in WIP.

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F-11

NOTE 7 – AMOUNT DUE FROM ASSOCIATE

The amount due from Associate is interest free, unsecured with no fixed repayment terms.

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NOTE 8- PREPAYMENTS, DEPOSIT AND OTHER RECEIVABLES

The following amounts are outstanding at December 31, 2019:

	As of December 31, 2019 2018	As of December 31, 2019 2018
	2019
Deposit and other receivable	$ 1,621,684	1,599,389
Prepayments	20,000	1,582,262
	1,641,684	3,181,651

NOTE 9– ACCRUALS AND OTHER PAYABLE

Accruals and other payable consist of the following:

	As of December 31, 2019 2018	As of December 31, 2019 2018
	2019
Accruals	$ 298,453	273,434
Other payables	-	10,361
	$ 298,453	283,795

NOTE 10-BANK LOAN

The bank loan is part of a US Line of credit facility dated December 17, 2019 for a maximum principal of $2,296,805 expiring December 17, 2021 at an interest rate of LIBOR +3%. This loan is secured against the Company’s financial asset of $ 2,730,363 as disclosed in note 4 above.

NOTE 11- STOCKHOLDERS’ EQUITY

Common Shares

As of December 31, 2019 and 2018, authorized common shares of the Company consists of 250,000,000 shares with par value of $0.0001 each.

Issuance of Common Stock

During the period from January 1, 2015 to June 8, 2015, 580,067,155 shares with par value of $0.0001 per share were issued to various stockholders.

During the year ended December 31, 2016, 9,747,440 shares with par value of $ 0.0001 per share were issued to various stockholders.

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In July 2019, the Company issued a total of 51,762,839 Reg S shares to high net worth individuals and family offices in South East Asia.

During the year ended December 31, 2019, a total of 19,311,309 shares with par value of $ 0.0001 per share were issued for consultancy services received including shares issued to Senior Management, Directors, Operational Staff, Legal Consultants, Strategy Advisors and Technology Consultants received and 58,627,601 shares with par value of $0.0001 per share were issued to various stockholders.

Cancellation of Common Stock

During the year ended December 31, 2016, 1,598,000 shares with par value of $0.0001 per share were cancelled by various stockholders.

During the year ended December 31, 2017, 100,000 shares with par value of $0.0001 per share were cancelled by various stockholders.

During the year ended December 31, 2018, 62,964 shares with par value of $0.0001 per share were cancelled by various stockholders.

During the year ended December 31, 2019, 3,550,000 shares with par value of $0.0001 per share were cancelled by various stockholders.

Employee Stock Option Plan

A summary of the Company’s stock option activity during the year ended December 31, 2019 is presented below:

	Number of options	Weighted Average Exercise Price	Weighted Average Grant-date Fair Value	Weighted Average Remaining Contractual Life(Years)	Aggregate Intrinsic Value
Options Outstanding, December 31, 2014	250,000	0.6	2.8	0.67	$ 0
Less: Option expired	(250,000)	0.6	2.8
Options Outstanding, December 31, 2015	-	-	-	-	-
Options Outstanding, December 31, 2016	-	-	-	-	-
Options Outstanding, December 31, 2017	-	-	-	-	-
Options Outstanding, December 31, 2018	-	-	-	-	-
Options Outstanding, December 31, 2019	-	-	-	-	-

All options outstanding are fully expired as of December 31, 2019. No new options were granted in the fiscal year 2019 or 2018.

F-13

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Stock-Based Compensation

For the fiscal year ended December 31, 2019, a total of 19,311,309 shares of common stock was issued as stock based compensation to directors, consultants, advisors and other professional parties.

NOTE 12 – (LOSS) PER SHARE

The following table sets forth the computation of basic and diluted earnings per common share for the year ended December 31, 2019 and 2018, respectively:

Numerator - basic and diluted	For the Years Ended December 31, 2019 2018	For the Years Ended December 31, 2019 2018
	2019
Net (loss)	$ (6,541,686)	$ (4,098,677)
Denominator
Weighted average number of common shares outstanding —basic and diluted
(Loss) per common share — basic and diluted

NOTE 13 - INCOME TAXES

The Company and its subsidiaries file separate income tax returns.

The United States of America

Weyland Tech, Inc. is incorporated in the State of Delaware in the U.S., and is subject to a gradual U.S. federal corporate income tax of 21%. The Company generated taxable income for the year ended December 31, 2019 and 2018, and which is subject to U.S. federal corporate income tax rate of 21% and 34%, respectively.

Hong Kong

Weyland Tech Limited is incorporated in Hong Kong and Hong Kong’s profits tax rate is 16.5%. Weyland Tech Limited did not earn any income that was derived in Hong Kong for the years ended December 31, 2019 and 2018, and therefore, Weyland Tech Limited was not subject to Hong Kong profits tax.

	For the year ended December 31, 2019 2018	For the year ended December 31, 2019 2018
	2019
U.S. statutory tax rate	21.0%	21.0%
Hong Kong profit tax rate	16.5%	16.5%
Foreign income not registered in the Hong Kong	(16.5)%	(16.5)%
Effective tax rate	21.0%	21.0%

As of December 31, 2019, the Company does not have any deferred tax asset.

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NOTE 14 – COMMITMENTS AND CONTINGENCIES

Operating lease

The Company’s current executive offices are currently leased for $820 per month.

Legal proceedings

NOTE 15 – SUBSEQUENT EVENTS

Acquisition of Push Holdings, Inc.

On December 18, 2019, the Company, and its wholly-owned subsidiary, Origin8, Inc., a Nevada corporation (“Origin8), entered into an Asset Purchase Agreement (the “Purchase Agreement”) whereby Origin8 would acquire substantially all of the assets of Push Holdings, Inc. (“Push”), a wholly-owned subsidiary of ConversionPoint Technologies, Inc. (“ConversionPoint,” and together with Push, the “Sellers”), in exchange for a total of up to 35,714,285 shares of restricted common stock (the “Sellers’ Shares”) of the Company (the “Transaction”).

On January 8, 2020, the Company, via its wholly-owned subsidiary, completed the acquisition of substantially all of the assets of Push pursuant to the terms of the Purchase Agreement.

Under the terms of the Purchase Agreement, at closing the Company issued 28,571,428 of the Sellers Shares to ConversionPoint, and the remaining 7,142,857 of such Sellers’ Shares were issued and placed in an independent third-party escrow where such shares will be released to ConversionPoint once the Sellers achieve certain milestone requirements, subject to offset for indemnification purposes.

Reverse Stock Split

On February 25, 2020, the Board of Directors (the “Board”) of the Company filed a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware to effectuate a reverse stock split of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a ratio of 1-for-13 (the “Reverse Stock Split”) in connection with a proposed uplisting of the Company’s Common Stock to the Nasdaq Capital Market (“Nasdaq”).

The Reverse Stock Split became effective on February 27, 2020 (the “Effective Date”), and was approved by the Financial Industry Regulatory Authority (“FINRA”).

On the Effective Date, the total number of shares of the Company’s Common Stock held by each stockholder will be converted automatically into the number of whole shares of Common Stock equal to (i) the number of issued and outstanding shares of Common Stock held by such stockholder immediately prior to the Reverse Stock Split, divided by (ii) 13.

The Reverse Stock Split did not change the current authorized number of shares of capital stock of the Company. Thus, the Company shall continue to be authorized to issue up to 250,000,000 shares of Common Stock.

F-15

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

None

Item 9A. Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic and current reports that we file with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of the end of the period covered by this Annual Report. Based on such evaluation, our principal executive officer and principal financial officer have concluded that as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal controls over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:

(i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

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Because of its inherent limitations, internal controls over financial reporting may not prevent or detect all misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. We have conducted an evaluation of the effectiveness of our internal control over financial reporting. Based on our evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2019.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, that occurred during the period covered by this Annual Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Attestation Report of the Registered Public Accounting Firm

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to Item 308(b) of Regulation S-K.

Item 9B. Other Information

None.

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PART III

Item 10. Directors, Executive Officers, and Corporate Governance

The following table sets forth the names, ages, and positions of our executive officers and directors as of March 26, 2020. There are no arrangements, agreements or understandings between non-management security holders and management under which non-management security holders may directly or indirectly participate in or influence the management of our affairs. There are no arrangements or understandings between any director and any other person pursuant to which any director or executive officer was or is to be selected as a director or executive officer, as applicable.

Name	Age	Positions and Offices Held
Brent Suen	53	President, Chief Executive Officer, Chief Financial Officer, Director and Secretary
Lionel Choong	58	Chief Financial Officer and Director
Eddie Foong	47	Chief Operating Officer and Director
Matthew Burlage	57	Independent Director
Ross O’Brien	52	Independent Director
Brett Lay	57	Independent Director
Wilson Rondini	56	Independent Director

Set forth below is a brief description of the background and business experience of each of our executive officers, directors, and key management personnel.

Brent Suen, age 53, President, Chief Executive & Financial Officer and Director

Brent Suen has been President and Chief Executive & Financial Officer of the Company since November 19, 2014, and a director of the Company since November 19, 2014. Mr. Suen has 27 years of experience in the investment banking industry. He began his career in merger arbitrage at Bear Stearns in 1988, at the age of 20, as the firms’ youngest hire. In 1993, he founded Axis Trading Corp., one of the first online platforms for stock trading and subsequently sold it to a division of Softbank in 1996. In 1997, he cofounded Elevation Capital which invested in and advised Silicon Valley based companies on IPO’s, mergers and acquisitions, strategic partnerships and fund raising. In 2003 Brent moved to Hong Kong and China where he established Bay2Peak S.A. Bay2Peak has invested in and advised over fifty companies which include Internet, software, renewable energy and life science companies. From 2006 to 2008 he also advised IRG TMT Asia Fund on private and public investments. In 2012 Brent served as advisor to McLarty Group and Citibank Venture Capital on a sale/leaseback program valued at $160 million leading to the eventual sale of the company for $630 million. For the past six years, Brent led the start-up and management of Empirica S.A., a security/intelligence and frontier markets focused advisory firm operating in Asia, the Middle East, Africa and Central Asia.

Mr. Suen holds a BA degree in Finance from Westminster.

Based on Mr. Suen’s work experience and education, the Board believes that he is well qualified to serve as a director and Chief Executive Officer.

Lionel Choong, age 58, Chief Financial Officer, Director

Lionel Choong has been Chief Financial Officer since July 17, 2015, and is a current member of our board of directors. Since May 11, 2018, Mr. Choong is the audit committee chairman and independent non-executive director of Moxian Inc (NASD: MOXC). Previously, Mr. Choong was the Vice Chairman of the Board and a director of Emerson Radio Corp. (NYSE: MSN) from November 2013 to June 2017. Mr. Choong was acting Chief Financial Officer of Global Regency Ltd., between April 2009 and June 2015 and remains as a consultant thereafter. Mr. Choong is a director and consultant for Willsing Company Ltd., a position he has held since August 2004 and Board Advisor to Really Sports Co., Ltd., a position he has held since June 2013. Mr. Choong has a wide range of experience in a variety of senior financial positions with companies in China, Hong Kong SAR, and London, UK. His experience encompasses building businesses, restructuring insolvency, corporate finance, and initial public offerings in a number of vertical markets, including branded apparel, consumer and lifestyle, consumer products, pharmaceuticals, and logistics. From June 2008 to May 2011, Mr. Choong was acting Chief Financial Officer of Sinobiomed, Inc. (now Weyland Technology, Inc.).

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Based on Mr. Choong’s work experience, previous directorships, and education, the Board believes that he is well qualified to serve as a director and Chief Financial Officer of the Company.

Eddie Foong, age 47, Chief Operating Officer, Director

Mr. Foong graduated with a Class 1 BEng Honours Degree and IBM Award holder from University of Strathclyde, U.K.

Based on Mr. Foong’s work experience and education, the Board believes that he is well qualified to serve as a director and Chief Operating Officer of the Company.

Matthew Burlage, age 57, Independent Director

In 2000, Mr. Burlage co-founded IRG, a boutique financial advisory and investment firm focused on the core growth sectors in Asia. He advises Asian and global corporates, private equity funds, hedge funds and sovereign wealth funds on a range of transactions including mergers, acquisitions, corporate restructurings, and debt capital and equity capital financings. He is also responsible for the firm’s investment strategy and management of its proprietary capital. Before co-founding IRG, Mr. Burlage was a Managing Director and Head of Industry Groups at Lehman Brothers in Hong Kong where he created the first and largest dedicated TMT industry group at an investment bank in Asia in the early 1990s.

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Mr. Burlage holds an MBA from Harvard Business School and a Bachelor of Arts from Yale University. Mr. Burlage also attended the Japanese Language Institute of Sophia University.

Based on Mr. Burlage’s work experience and education, the Board believes that he is well qualified to serve as an independent director of the Company.

Ross O’Brien, age 52, Independent Director

Ross O’Brien is an independent, non-executive director of the Company. Mr. O’Brien is an analyst, writer, presenter, and consultant focused on the economies and business environments of the Asia-Pacific, with over 25 years of experience in the region. Since October 2017, Mr. O’Brien has been a Principal consultant with Ovum, an Informa Group company and is also Managing Director of the Hong Kong operations of Intercedent Asia, a region-wide partnership of B2B market consultants, which provides research-based market entry and positioning advice in several verticals across Asia. Mr. O’Brien’s practice focuses on market entry strategies for telecoms and IT companies, in managed services and wireless solutions. His client work involved extensive research work in over a dozen economies in Asia, including extended field research in China, Indonesia, Vietnam and Bangladesh. Mr. O’Brien holds an AB in Asian Studies and Anthropology from Dartmouth College (1989), and an MBA from the University of California at Berkeley’s Haas School.

Based on Mr. O’Brien’s work experience and education, the Board believes that he is well qualified to serve as an independent director of the Company.

Brett Lay, age 58, Independent Director

Brett Lay is an independent, non-executive director of the Company. Mr. Lay is currently the President for RTI Cable, a telecommunications company. RTI is a leading independent undersea cable owner providing large-scale network solutions across a wide variety of industries including cloud companies, network operators, regional carriers, global enterprises, content providers and institutions for higher learning. RTI is headquartered in the city-state of Singapore. Previously, Mr. Lay served as Chief Financial Officer of Pacnet Limited, AsiaNetcom, and Pacific Internet from February 2007 to April 2015. A seasoned successful business executive with 28 years of operating experience including 15 years as a Chief Financial Officer for both private and public companies. Acted as interim CEO during transition phases. A member of the board of directors working with private equity owners to grow and harvest their investments. Over 18 years of work experience in Asia while residing in Singapore and Hong Kong. Active member of the board of directors for joint ventures in China, India, South Korea, and Philippines. Originated and completed the successful execution of several mergers and acquisitions, including the post integration efforts.

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Brett has his Masters of Science Finance and Masters of Science Management, from the University of Colorado, Denver.

Based on Mr. Lay’s work experience, previous directorships, and education, the Board believes that he is well qualified to serve as an independent director of the Company.

Wilson Rondini, age 56, Independent Director

Wilson Rondini, III is an independent, non-executive director of the Company. Mr. Rondini is the Managing Partner of Falcon Capital LLP, an international group of consulting firms dedicated to providing a wide range of services to businesses of all sizes, and in particular, to deliver business development and change management advice to small and medium sized companies across a wide range of industries in both developed and emerging markets. Mr. Rondini has held this position since 1998. Mr. Rondini also a member of the board of directors of Job.com, since November 2017, and TuneGo, since October 2015. Mr. Rondini received a degree in Finance/Economics from Elmhurst College in 1984.

Based on Mr. Rondini’s work experience, previous directorships, and education, the Board believes that he is well qualified to serve as an independent director of the Company.

Board Composition and Election of Directors

Director Independence

Our board of directors consists of seven (7) members. Our board of directors has determined that Matthew Burlage, Ross O’Brien, Brett Lay, and Wilson Rondini are all independent directors in accordance with the listing requirements of Nasdaq. Though we are not listed on Nasdaq, we have filed a listing application to be listed on the Nasdaq Capital Market and, if successful, will be subject to Nasdaq rules. The Nasdaq independence definition includes a series of objective tests, including that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of his or her family members has engaged in various types of business dealings with us. In addition, as required by Nasdaq rules, our board of directors has made a subjective determination as to each independent director that no relationships exist, which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our board of directors reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.

Board Committees and Independence

Our board of directors has established five standing committees – Audit Committee, Compensation Committee, Nomination Committee, Governance Committee, and Social Media Committee – each of which operates under a charter that has been approved by our board of directors.

Each of the board committees has the composition and responsibilities described below.

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Audit Committee

The Audit Committee’s main function is to oversee our accounting and financial reporting processes and the audits of our financial statements. This committee’s responsibilities include, among other things:

selecting and hiring the independent registered public accounting firm to audit our financial statements;
helping to ensure the independence and performance of the independent registered public accounting firm;
● approving audit and non-audit services and fees;
reviewing financial statements and discussing with management and the independent registered public accounting firm our annual audited and quarterly financial statements, the results of the independent audit and the quarterly reviews, and the reports and certifications regarding internal controls over financial reporting and disclosure controls;
preparing the audit committee report that the SEC requires to be included in our annual proxy statement;
reviewing reports and communications from the independent registered public accounting firm;
reviewing earnings press releases and earnings guidance;
reviewing the adequacy and effectiveness of our internal controls and disclosure controls and procedures;
reviewing our policies on risk assessment and risk management;
reviewing related party transactions;
establishing and overseeing procedures for the receipt, retention and treatment of accounting related complaints and the confidential submission by our employees of concerns regarding questionable accounting or auditing matters; and
reviewing and monitoring actual and potential conflicts of interest.

The members of our Audit Committee are Mr. Rondini, Mr. O’Brien, and Mr. Lay. Mr. Rondini serves as the chairperson of the committee. All members of our Audit Committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq. Our board of directors has determined that Mr. Rondini is an “audit committee financial expert” as defined by applicable SEC rules and has the requisite financial sophistication as defined under the applicable Nasdaq rules and regulations. Our board of directors has determined that Mr. Rondini, Mr. O’Brien, and Mr. Lay are independent under the applicable rules of the SEC and Nasdaq. We are currently in compliance with Nasdaq rules and Rule 10A-3 due to the fact that all members of our Audit Committee have been deemed independent by our board of directors. The Audit Committee operates under a written charter that satisfies the applicable standards of the SEC and The Nasdaq Market.

Compensation Committee

The Compensation Committee evaluates, recommends, and approves policy relating to compensation and benefits of the Company’s officers and employees. The Compensation Committee is directly responsible for, among other matters:

annually reviewing and approving corporate goals and objectives relevant to the compensation of the Company’s Chief Executive Officer and other executive officers;
evaluating the performance of these officers in light of those goals and objectives, and setting the compensation of these officers based on such evaluations;
administering and interpreting the Company’s cash and equity-based compensation plans;
annually reviewing and making recommendations to the Board with respect to all cash and equity-based incentive compensation plans and arrangements; and
annually reviewing and evaluating the composition and performance of the Compensation Committee, including the adequacy of the Compensation Committee’s charter.

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The members of our Compensation Committee are Mr. Rondini III, Mr. Burlage, Mr. O’Brien, and Mr. Lay. Mr. Burlage serves as the chairperson of the committee. Our board of directors has determined that Mr. Rondini III, Mr. Burlage, Mr. O’Brien, and Mr. Lay are independent under the applicable rules and regulations of Nasdaq and all current members qualify as a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act. Our board of directors has determined that each of the members of our Compensation Committee is an “outside director” as that term is defined in Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended, or Section 162(m). Under the applicable Nasdaq rules, we are permitted to phase in our compliance with the independent compensation committee requirements of Nasdaq which require: (1) one independent member at the time of listing, (2) a majority of independent members within 90 days of listing and (3) all independent members within one year of listing. We are currently in compliance with Nasdaq rules due to the fact that all members of our Compensation Committee have been deemed independent by our board of directors. The compensation committee operates under a written charter, which the Compensation Committee will review and evaluate at least annually.

Nomination Committee

The Nomination Committee is responsible for making recommendations to the Board of Directors regarding candidates for directorship, and the structure and composition of the Company’s Board of Directors and committees of the Board of Directors. The Nomination Committee is directly responsible for, among other matters:

identifying, evaluating, and nominating candidates for appointment or election as members of the Board of Directors;
annually reviewing and evaluating the composition and performance of the Nomination Committee, including the adequacy of the Nomination Committee’s charter.

The members of our Nomination Committee are Mr. Rondini III, Mr. Burlage, Mr. O’Brien, and Mr. Lay. Mr. Lay serves as the chairman of the committee. Our board of directors has determined that Mr. Rondini III, Mr. Burlage, Mr. O’Brien, and Mr. Lay are independent under the applicable rules and regulations of Nasdaq relating to Nomination Committee independence. We are currently in compliance with Nasdaq rules due to the fact that all members of our Nomination Committee have been deemed independent by our board of directors. The Nomination Committee operates under a written charter, which the Nomination Committee will review and evaluate at least annually.

Governance Committee

The Governance Committee is directly responsible for, among other matters, developing, recommending, and evaluating a corporate governance guideline applicable to all of the Company’s employees, officers, and directors. The members of our Governance Committee are Mr. Rondini III, Mr. Burlage, Mr. O’Brien, and Mr. Lay. Mr. O’Brien serves as the chairman of the committee.

Our board of directors has determined that Mr. Rondini III, Mr. Burlage, Mr. O’Brien, and Mr. Lay are independent under the applicable rules and regulations of Nasdaq relating to Governance Committee independence. We are currently in compliance with Nasdaq rules due to the fact that all members of our Governance Committee have been deemed independent by our board of directors. The Governance Committee operates under a written charter, which the Governance Committee will review and evaluate at least annually.

Social Media Committee

The Social Media Committee is responsible for overseeing the social media strategy initiatives for the Company pursuant to Regulation FD. The Social Media Committee is directly responsible for, among other matters:

Providing compliant Regulation FD strategic leadership for social media through the alignment of social media strategies and activities with enterprise strategic objectives and processes.
Establishing and maintaining corporate policies with respect to use of social media for both process-driven social engagements, as well as for use of social media by employees for participating in social conversations (e.g. blogging and Tweeting by subject matter experts).
Prioritizing social media initiatives and deliver final approvals and recommendations on proceeding with proposed social media projects, including process, technology, and organizational projects.
Ensuring open communication between the social media department and the other functional units of Weyland

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Board Diversity

Our Nomination Committee is responsible for reviewing with the board of directors, on an annual basis, the appropriate characteristics, skills and experience required for the board of directors as a whole and its individual members. In evaluating the suitability of individual candidates (both new candidates and current members), the Nomination Committee, in recommending candidates for election, and the board of directors, in approving (and, in the case of vacancies, appointing) such candidates, will take into account many factors, including the following:

Personal and professional integrity, ethics and values;
Experience in corporate management, such as serving as an officer or former officer of a publicly-held company;
Experience as a board member or executive officer of another publicly-held company;
Strong finance experience;
Diversity of expertise and experience in substantive matters pertaining to our business relative to other board members;
Diversity of background and perspective, including, but not limited to, with respect to age, gender, race, place of residence and specialized experience;
Experience relevant to our business industry and with relevant social policy concerns; and
Relevant academic expertise or other proficiency in an area of our business operations.

Currently, our board of directors evaluates each individual in the context of the board of directors as a whole, with the objective of assembling a group that can best maximize the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas.

Code of Business Conduct and Ethics

We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial and accounting officer, controller, or persons performing similar functions. Our code of business conduct and ethics is available under the “Investors” section of our website at www.weyland-tech.com. In addition, we post on our website all disclosures that are required by law concerning any amendments to, or waivers from, any provision of the code. The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website, and should not consider it to be a part of this Annual Report.

Family Relationships

There are no family relationships between any of the Company’s directors or executive officers.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s officers and directors, and persons who beneficially own more than ten percent (10%) of a registered class of the Company’s equity securities to file reports of ownership and changes in ownership with the Securities and Exchange Commission (“SEC”). Officers, directors and greater than ten percent beneficial stockholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.

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To the best of the Company’s knowledge based solely on a review of Forms 3, 4, and 5 (and any amendments thereof) received by us during or with respect to the year ended December 31, 2019, the following persons have not filed on a timely basis, the identified reports required by Section 16(a) of the Exchange Act during fiscal year ended December 31, 2019:

Name andprincipalposition	Number of late reports	Transactions not timely reported
Brent Suen President, Chief Executive & Financial Officer, Director and Secretary	1	7
Lionel Choong Chief Financial Officer and Director	0	0
Eddie Foong Chief Operating Officer and Director	0	0
Matthew Burlage Independent Director	0	0
Ross O’Brien Independent Director	0	0
Brett Lay Independent Director	0	0
Wilson Rondini Independent Director	0	0

Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;
been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;
been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any selfregulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a) (29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

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Item 11. Executive Compensation

Executive Compensation

This section discusses the material components of the executive compensation program for our executive officers who are named in the “Summary Compensation Table” below. In 2019, our “named executive officers” and their positions were as follows:

Brent Suen, President, Chief Executive & Financial Officer;
Lionel Choong, Chief Financial Officer and Director;
Eddie Foong; Chief Operating Officer

Executive Compensation – Summary Compensation Table

The following table provides information regarding the total compensation for services rendered in all capacities that was earned by each individual who served as our principal executive officer at any time in 2019 and 2018, and our two other most highly compensated executive officers who were serving as executive officers as of December 31, 2019 and 2018. These individuals are our named executive officers for both 2019 and 2018.

Name	Year	Fees earned or paid in cash ($)	Stock awards ($)	Total ($)
Brent Suen
President, Chief Executive & Financial Officer	2018	$ 60,000	27,000	87,000
and Director	2019	60,000	193,750	253,750

Lionel Choong
acting Chief Financial Officer	2018	$ 90,000	57,000	147,000
and Director	2019	120,000	117,500	237,500

Eddie Foong
Chief Operating Officer	2018	$ -	127,000	127,000
and Director	2019	-	58,750	58,750

Option Grants

We did not grant any options to any of our executive officers during the years ended December 31, 2019 and 2018.

Narrative Disclosure to Compensation Tables

Mr. Suen is entitled to a base compensation of $100,000, as approved by the Board of Directors.

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Mr. Choong is entitled to a base compensation of $144,000 per annum, as approved by the Board of Directors of Seratosa Inc, predecessor of the Company on July 17, 2015.

Outstanding Equity Awards at Fiscal Year End

There are no shares of common stock underlying outstanding equity incentive plan awards for the executive officer as of December 31, 2019.

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Directors Compensation

Mr. Suen, Mr. Choong, and Mr. Foong, received no compensation for their services as a director of the Company. The compensation received by Mr. Suen, Mr. Choong, and Mr. Foong as an officer are presented in “Executive Compensation – Summary Compensation Table.”

The following table sets forth information for the year ended December 31, 2019, regarding the compensation awarded to, earned by or paid to our non-management directors who served on our board of directors during 2019.

Name	Fees earned or paid in cash ($)	Stock awards ($)	RSU Awards ($)	Non-equity incentive plan compensation ($)	Nonqualified deferred compensation earnings ($)	All other compensation ($)	Total ($)
Matthew Burlage	$ -	$ 47,500	$ -	$ -	$ -	$ -	$ 47,500
Ross O’Brien	$ -	$ 23,500	$ -	$ -	$ -	$ -	$ 23,500
Brett Lay	$ -	$ 23,500	$ -	$ -	$ -	$ -	$ 23,500
Wilson Rondini	$ -	$ 117,500	$ -	$ -	$ -	$ -	$ 117,500
Jon Najarian (resigned)	$ -	$ -	$ -	$ -	$ -	$ -	$ -

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth certain information regarding our shares of common stock beneficially owned as of March 26, 2020, for (i) each stockholder known to be the beneficial owner of 5% or more of our outstanding shares of common stock, (ii) each Named Executive Officer and director, and (iii) all executive officers and directors as a group. A person is considered to beneficially own any shares: (a) over which such person, directly or indirectly, exercises sole or shared voting or investment power, or (b) of which such person has the right to acquire beneficial ownership at any time within 60 days after such date upon the exercise of stock options, warrants or convertible securities. Unless otherwise indicated, voting and investment power relating to the shares shown in the table for our directors and executive officers is exercised solely by the beneficial owner or shared by the owner and the owner’s spouse or children.

Unless otherwise specified, the address of each of the persons set forth below is in care of Weyland Tech Inc., 85 Broad Street, 16-079, New York, NY 10004.

Name of Beneficial Owner Named Executive Officers and Directors	Position	Number of Shares of Common Stock Beneficially Owned	Percent of Common Stock Beneficially Owned(1)
Brent Suen	Chief Executive & Financial Officer & Director	2,832,000	1.8
Lionel Choong	Chief Financial Officer & Director	1,954,000	1.2
Eddie Foong	Chief Operating Officer & Director	3,770,000	2.3
Matthew Burlage	Independent Director	1,310,000	0.8
Ross O’Brien	Independent Director	910,000	0.6
Brett Lay	Independent Director	810,000	0.5
Wilson Rondini (2)	Independent Director	3,637,284	2.2
All Directors and Officers as a group (7 persons)(3)		15,223,284	9.4

5% or greater Shareholders

ConversionPoint Technologies, Inc. (4)		27,857,142	17.3

Notes:

(1) Applicable percentage ownership is based on 160,597,190 (pre-reverse split) shares of common stock outstanding as of March 26, 2020.
(2) Consists of (a) 1,500,000 shares of Common Stock, and (b) 2,137,284 shares of Common Stock underlying vested warrants held in the name of Falcon Capital LLP. Mr. Rondini is the Managing Partner of Falcon Capital LLP.
(3) Includes 2,137,284 shares of Common Stock underlying vested warrants.
(4) See Schedule 13D filed with the SEC on March 13, 2020. Excludes an additional 7,142,857 shares of common stock which were deposited into escrow and will be released to the reporting person once the reporting person achieves certain milestone requirements, subject to offset for indemnification purposes, in accordance with the terms of the applicable asset purchase agreement and the escrow agreement between reporting person and the Company.

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Changes in Control

We are not aware of any arrangements that may result in changes in control as that term is defined by the provisions of Item 403(c) of Regulation S-K.

Equity Compensation Plan Information

There were no equity compensation plans outstanding as of December 31, 2019:

Item 13. Certain Relationships and Related Transactions, and Director Independence

Transactions with Related Persons

For the year ended 2019, we have not entered into any transactions with any of our directors, nominees for director, officers or principal shareholders, nor any associate or affiliate of the foregoing, and we are not currently considering any proposed transactions with such related persons in which:

the amounts involved exceeded or will exceed $120,000; or
one percent (1%) of the average of our total assets at year-end for the last two completed fiscal years, and in which any such related person had or will have a direct or indirect material interest

No director has informed the Company of any related party transactions.

Board Committees and Director Independence

We believe our corporate governance initiatives comply with the rules and regulations of the SEC and with the rules of OTCQX, and, if approved, the listing rules of Nasdaq. Our board of directors evaluates our corporate governance principles and policies on an ongoing basis.

Nasdaq Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the company or any other individual having a relationship which, in the opinion of the company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Nasdaq listing rules provide that a director cannot be considered independent if:

the director is, or at any time during the past three years was, an employee of the company;
the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);
a family member of the director is, or at any time during the past three years was, an executive officer of the company;
the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);
the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or
the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.

Our board of directors has established five standing committees – audit, compensation, nominations, governance, and social – each of which operates under a charter that has been approved by our board of directors pursuant to Nasdaq listing rules.

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Policies and Procedures Regarding Related Party Transactions

We have not adopted any formal procedures for the review or ratification, or standards for approval, of related-party transactions, but instead review such transactions on a case-by-case basis.

Item 14. Principal Accounting Fees and Services

The following table discloses the fees billed by our auditor in connection with the audit of the Company’s annual financial statements for the years ended December 31, 2019 and 2018:

Financial Statements for Year Ended December 31	Audit Fees(1)	Audit Related Fees(2)	Tax Fees(3)	Other Fees(4)	Total Fees
2018	$ 45,000	$ 17,800	$ -	$ -	$ 62,800
2019	$ 48,000	$ 18,000	$ -	$ -	$ 66,000
Notes:

(1) The aggregate fees billed for the fiscal year for professional services rendered by the principal accountant for the audit of the Company’s annual financial statements and review of financial statements included in the Company’s Form 10-Qs or services that are normally provided by the accountant in connection with statutory and regulatory engagements for that fiscal years.

(2) The aggregate fees billed in the fiscal year for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported in Note 1.

(3) The aggregate fees billed in the fiscal year for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning.

(4) The aggregate fees billed in the fiscal year for the products and services provided by the principal accountant, other than the services reported in Notes (1), (2) and (3).

Audit Committee’s Pre-Approval Practice

The Audit Committee has adopted policies and procedures for the preapproval of all audit and non-audit services to be rendered by our independent registered public accounting firm. Under the policies and procedures, the Audit Committee generally preapproves specified services in defined categories up to specified amounts. Preapproval may also be given as part of the Audit Committee’s approval of the scope of the engagement of the independent registered public accounting firm or on a case-by-case basis for specific tasks before engagement. The Audit Committee has delegated the preapproval of services to the chairman of the Audit Committee who is required to report each preapproval to the full Audit Committee no later than its next meeting.

The Audit Committee has considered and determined that the provision of the non-audit services described is compatible with maintaining the independence of our registered public accounting firm.

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PART IV

Item 15. Exhibits, Financial Statement Schedules

Financial Statements . The financial statements, together with the Report of Independent Registered Public Accounting Firm, are included in this Annual Report on Form 10-K.
Financial Statement Schedules . All financial statement schedules have been omitted since the information is either not applicable or required, or was included in the financial statements or notes included in this Annual Report on Form 10-K.
Exhibits . A list of exhibits is set forth on the Exhibit Index below.

Exhibit No. Description of Exhibit

Exhibit No.		Description of Exhibit
3.1		Certificate of Incorporation, dated as of November 18, 2004 (1)
3.2		Certificate of Amendment to the Certificate of Incorporation of the Company, dated as of March 1, 2007 (2)
3.3		Certificate of Amendment to the Certificate of Incorporation of the Company, dated as of August 2, 2011 (3)
3.4		Certificate of Amendment to the Certificate of Incorporation of the Company (4)
3.5		Certificate of Amendment to the Certificate of Incorporation of the Company, dated as of August 5, 2015(5)
3.6		Certificate of Amendment to the Certificate of Incorporation of the Company, dated as of February 25, 2020 (13)
3.7		Bylaws (1)
4.1		Common Share Purchase Agreement, dated July 3, 2017, by and between Weyland Tech, Inc. and Escape Pixel Pte. Ltd,
		and certain individuals (6)
4.2		Common Stock Purchase Agreement, dated November 7, 2018, by and between Weyland Tech Inc., and RedDiamond
		Partners LLC (7)
4.3		Registration Rights Agreement, dated November 7, 2018, by and between Weyland Tech Inc., a Delaware corporation,
		and RedDiamond Partners LLC, a Delaware limited liability company (7)
10.1		Form of Software License Agreement, dated August 9, 2016, by and between Weyland Tech, Inc and BGT Corporation
		Public Company Limited (8)
10.2		Form of Subscription Agreement (9)
10.3		Form of Warrant (9)
10.4		Consultancy Service Agreement by and between the Company and Falcon Capital Partners Limited, dated June 7, 2019
		(9)
10.5		Binding Letter of Intent (10)
10.6		Asset Purchase Agreement, dated as of December 16, 2019 (11)
10.7		Escrow Agreement, dated as of January 8, 2020 (12)
31.1*		Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
		the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
		the Sarbanes-Oxley Act of 2002.
101.INS**		XBRL Instance Document
101.SCH**		XBRL Taxonomy Extension Schema Document
101.CAL**		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**		XBRL Taxonomy Extension Label Linkbase Document
101.PRE**		XBRL Taxonomy Extension Presentation Linkbase Document

Filed herewith
** The XBRL related information in Exhibit 101 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
(1) Incorporated by reference to Form SB-2 of the Company filed with the Securities and Exchange Commission on September 19, 2005
(2) Incorporated by reference to Form 10KSB of the Company filed with the Securities and Exchange Commission on March 28, 2007

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(3) Incorporated by reference to Appendix A to the Schedule 14C Information Statement of the Company filed with the Securities and Exchange Commission on April 22, 2011
(4) Incorporated by reference to Appendix A to the Schedule 14C Information Statement of the Company filed with the Securities and Exchange Commission on November 27, 2013
(5) Incorporated by reference to Appendix A to the Schedule 14C Information Statement of the Company filed with the Securities and Exchange Commission on September 1, 2015
(6) Incorporated by reference to the Form 8-K the Company filed with the Securities and Exchange Commission on August 6, 2018
(7) Incorporated by reference to the Form S-1 of the Company filed with the Securities and Exchange Commission on December 17, 2018
(8) Incorporated by reference to Form 8-K of the Company filed with the Securities and Exchange Commission on September 9, 2016
(9) Incorporated by reference to Form 10-Q of the Company filed with the Securities and Exchange Commission on November 14, 2019
(10) Incorporated by reference to Form 8-K of the Company filed with the Securities and Exchange Commission on November 26, 2019
(11) Incorporated by reference to Form 8-K of the Company filed with the Securities and Exchange Commission on December 18, 2019
(12) Incorporated by reference to Form 8-K of the Company filed with the Securities and Exchange Commission on January 9, 2020
(13) Incorporated by reference to Form 8-K of the Company filed with the Securities and Exchange Commission on March 2, 2020

Item 16. Form 10-K Summary

Not applicable.

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SIGNATURES

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

Weyland Tech, Inc.

Date: March 30, 2020

By: /s/ Brent Y. Suen Brent Y. Suen, President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated:

Signature	Title	Date

/s/ Brent Y. Suen	President and Chief Executive Officer, Director	March 30, 2020
Brent Y. Suen	(Principal Executive & Financial Officer)

/s/ Lionel Choong	Chief Financial Officer, Director	March 30, 2020
Lionel Choong	(Principal Accounting Officer)

/s/ Eddie Foong	Chief Operating Officer, Director	March 30, 2020
Eddie Foong

/s/ Matthew Burlage	Director	March 30, 2020
Matthew Burlage

/s/ Ross O’Brien	Director	March 30, 2020
Ross O’Brien

/s/ Brett Lay	Director	March 30, 2020
Brett Lay

/s/ Wilson Rondini
Wilson Rondini III	Director	March 30, 2020

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10-K 1 f10k2020_logiqinc.htm ANNUAL REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2020

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __ to ____

Commission File Number: 000-51815

LOGIQ INC.

(Exact name of registrant as specified in its charter)

Delaware

46-5057897

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

85 Broad Street, 16-079 New York, NY 10004

(Address of principal executive offices, including Zip Code)

(808) 829-1057

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

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

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.0001 par value per share

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No

Large accelerated filer ☐ Non-accelerated filer ☒

Accelerated filer ☐ Smaller reporting company ☒ Emerging Growth Company ☐

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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No

The aggregate market value of the registrant's common stock held by non-affiliates as of June 30, 2020, based upon the closing price of the registrant's common stock as reported by the OTCQX on such date, was approximately $12,304,517. This calculation does not reflect a determination that persons are affiliates for any other purposes.

As of March 26, 2021 the issuer had 16,794,588 shares of common stock issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: None.

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	Page
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	ii
USE OF TERMS	ii
PART I	1
Item 1. Business	1
Item 1A. Risk Factors	12
Item 1B Unresolved Staff Comments	22
Item 2. Properties	22
Item 3. Legal Proceedings	22
Item 4. Mine Safety Disclosures	22
PART II	23
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	23
Item 6. Selected Financial Data	26
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	36
Item 8. Financial Statements and Supplementary Data	F-1
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	37
Item 9A. Controls and Procedures	37
Item 9B. Other Information	37
PART III	38
Item 10. Directors, Executive Officers and Corporate Governance	38
Item 11. Executive Compensation	46
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	49
Item 13. Certain Relationships and Related Transactions, and Director Independence	50
Item 14. Principal Accountant Fees and Services	51
PART IV	52
Item 15. Exhibits, and Financial Statement Schedules	52
Item 16. Form 10-K Summary	53
SIGNATURES	54

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This annual report on Form 10-K (“Annual Report”) and other reports that we file with the SEC contain statements that are considered forward-looking statements. Forward-looking statements give the Company’s current expectations, plans, objectives, assumptions or forecasts of future events. All statements other than statements of current or historical facts contained in this Annual Report, including statements regarding the Company’s future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “could,” “would,” “continue” “estimate,” “plans,” “potential,” “projects,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” and similar expressions. These statements are based on the Company’s current plans and are subject to risks and uncertainties, and as such, the Company’s actual future activities and results of operations may be materially different from those set forth in the forward-looking statements.

The forward-looking statements contained or incorporated by reference in this Annual Report are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995.

Any or all of the forward-looking statements in this Annual Report may turn out to be inaccurate, and as such, you should not place undue reliance on these forward-looking statements. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs. The forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and assumptions due to a number of factors, including:

our ability to raise capital, which in turn is related to the performance of our stock price and liquidity;
dependence on key personnel;
industry competition;
continued growth of mobile app markets;
the operation of our business; and
general economic conditions in the ASEAN, Asia-Pacific Region, and in the United States.

These forward-looking statements speak only as of the date on which they are made, and except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Furthermore, among the important factors that could cause actual results to differ materially from those indicated by forward-looking statements are the risks and uncertainties described under “Risk Factors” in this Annual Report and elsewhere in this document and in our other filings with the SEC.

USE OF TERMS

Except as otherwise indicated by the context, all references in this Annual Report to:

“Logiq,” “Company,” “we,” or “our,” unless the context otherwise requires, are to Logiq Inc. and all its subsidiaries that may exist from time to time;
“SEC” is to the United States Securities and Exchange Commission;
“Securities Act” is to the Securities Act of 1933, as amended;
“Exchange Act” is to the Securities Exchange Act of 1934, as amended; and
“U.S. dollar,” “USD,” “US$” and “$” are to the legal currency of the United States.

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PART I

Item 1. Business

Corporate Information

Logiq, Inc., formerly known as Weyland Tech, Inc., is a Delaware corporation that incorporated in 2004. Logiq is headquartered in New York, with offices in New York City, Singapore, Minneapolis, MN and Jakarta, Indonesia.

On September 25, 2020, the Company commenced trading under the Company’s new name, Logiq, Inc., under its new symbol: “LGIQ”. The Company’s common stock is quoted on the OTCQX Market.

Overview

The Company offers solutions that help small-to-medium-sized businesses (“SMBs”) to provide access to and reduce transaction friction of e-commerce for their clients globally. The Company’s solutions are provided through (i) its core platform, “AppLogiq” (operated as CreateApp (https://www.createapp.com/), allows SMBs to establish their point-of-presence on the web, and (ii) “DataLogiq”, a digital marketing analytics business unit that offers proprietary data management, audience targeting and other digital marketing services that improve an SMB’s discovery and branding within the vast e-commerce landscape.

The Company enables SMBs to create a mobile app for their business without the need of technical knowledge, high investment, or background in IT by utilizing “AppLogiq”, which is a platform that is offered as a Platform as a Service (“PaaS”) to the Company’s customers. The Company’s DataLogiq business unit offers online marketing solutions on a performance marketing and self-serve, Software as a Service (“SaaS”) basis.

We provide our PaaS and digital marketing to SMBs in a wide variety of industry sectors. We believe that SMBs can increase their sales, reach more customers, and promote their products and services using our affordable and cost-effective solutions. We recognize revenue on a pay to use subscription basis when our customers use our PaaS platform to create mobile apps for their business and on our SaaS platform when provisioning services for their marketing campaigns. We also recognize revenue on CPL and other metrics for engagements undertaken on a performance marketing basis.

The Company continues to expand its portfolio of offerings and the industries they serve:

In May 2018, the Company expanded its portfolio to fintech applications with the launch of its PayLogiq mobile payments platform in Indonesia.
In the fall of 2019, the Company expanded its portfolio to short-distance food delivery service with the launch of GoLogiq, a PaaS platform that provides mobile payment capabilities for the local food delivery service industry in Indonesia.
In January 2020, the Company completed the acquisition of substantially all of the assets of Push Holdings, Inc., headquartered in Minneapolis, Minnesota. This acquired business, which the Company has rebranded as its DataLogiq division, operates a consumer data management platform powered by lead generation, online marketing, and multichannel reengagement strategies through its owned and operated brands. DataLogiq has developed a proprietary data management platform and integrated with several third-party service providers to optimize the return on its marketing efforts. DataLogiq focuses on consumer engagement and enrichment to maximize its return on acquisition through repeat monetization of each consumer. DataLogiq also licenses its software technology and provides managed technology services to various other e- commerce companies. DataLogiq is located in Minneapolis, Minnesota, USA.
On November 2, 2020, the Company completed the acquisition of Fixel AI Inc., thereby acquiring its self-serve MarTech Audience Targeting platform as a further expansion of its DataLogiq product suite.
On March 3, 2021, the Company entered into an Agreement and Plan of Merger whereby Rebel AI, Inc., a Delaware corporation (“Rebel”), would become a wholly-owned subsidiary of the Company, thereby acquiring Rebel’s platform of enabling brands and agencies to securely transact media and activate first-party data. Although the parties have entered into the merger agreement, the parties intend to consummate the merger upon satisfaction or waiver of certain conditions as set forth in the merger agreement.

Products

General

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Since 2017, we have been focused on enabling mobile commerce via our enhanced platform offered on a PaaS basis, and the Company’s e-wallet initiative. Product launches with our strategic partners DPEX Worldwide Express (S) PTE. Ltd. (Indonesia), BGT Corp Public Company Limited (Thailand), and Augicom Telecom SA (France) are representative of the PaaS platform strategy and product offering. As of the date of this Annual Report, we offer the following products (each of which is described below): (i) APPLogiq, (ii) PAYLogiq, (iii) GOLogiq; and (iv) the DATALogiq branded consumer data management platform.

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AppLogiq

APPLogiq, the Company’s core product and PaaS, allows SMBs to create mobile apps for their business without the need of technical knowledge, high investment, or background in IT.

APPLogiq has evolved over the course of 2017, 2018 and 2019 to capitalize on the immediate opportunity for developing a larger network of valuable users and merchants by developing services that will enable the adoption of mobile commerce across Greater South East Asia and the United States. The platform enhancements have taken the Company’s technology from a standalone “do-ityourself” (“ DIY ”) app builder to an enhanced platform built to enable mobile commerce by empowering users to create their own e- commerce and mobile-commerce ecosystem.

In 2019, the Company focused on scaling this business model by continuing to develop and expand strategic partnerships that would increase the number of users, and the merchants available to users, of the Company’s products on a PaaS basis. These efforts expanded on the success of recent product launches representative of the PaaS platform strategy and product offerings with our strategic partners, and after extensive discussions with our partners, management believes that supporting these initiatives through deeper engagement, interaction, and co-marketing/sales substantially benefited the Company in 2018 and 2019. As a result, our year-over-year revenues increased by 45% in 2018 and by 52% in 2019. For 2020 over 2019, in spite of COVID-19, the Company worked to improve gross profit margins while reducing older, white-label partnership revenues and although year-over-year revenues decreased by 34.3%, the gross profits margins improved to approximately 25.8%.

PayLogiq

Launched in late 2017 as the Company’s e-wallet initiative, PAYLogiq is a ‘consumer facing’ product offering that supports the PaaS strategy developed by the enhancements to the AppLogiq platform providing payment capabilities to users of our platform. Moreover, PAYLogiq is designed to be a robust and universal payment platform, and its growth is therefore not limited to the Company’s PaaS customers alone.

Since its launch, PAYLogiq has surpassed the Company’s expectations as it has achieved stronger than anticipated customer traction with limited marketing expense. In 2020, PAYLogiq’s total gross mobile transaction volume totaled $16.4 million.

GOLogiq

GOLogiq is our PaaS platform that provides mobile payment capabilities for the local food delivery service industry. We launched GOLogiq in the fall of 2019 in Jakarta, Indonesia, and as of December 31, 2020, GOLogiq has reached a registered customer base of 166,000 mobile users. The Company plans to continue to reinvest in GOLogiq in order to increase user growth and regional expansion with its unique pedestrian-powered approach to urban food delivery.

DATALogiq Consumer Data Management Platform

DATALogiq operates a consumer data management platform powered by lead generation, online marketing, and multichannel reengagement strategies through its owned and operated brands.

DATALogiq has developed a proprietary data management platform and integrates with several third-party service providers to optimize the return on its marketing efforts. DATALogiq focuses on consumer engagement and data enrichment to maximize its return on acquisition through repeat monetization of each consumer. DATALogiq also licenses its software technology and provides managed technology services to various other e-commerce companies. DATALogiq is located in Minneapolis, Minnesota, USA.

Product Development

DATALogiq is developing an end-to-end marketing technology platform utilizing big data and artificial intelligence (“ AI ”) for enterprise and SMB clients that will allow clients to develop desired target audiences, activate campaigns, insert creative content and broadcast through a cost-effective advertising channel for the campaign.

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To date, we have primarily developed products internally, sometimes also licensing or acquiring products, or portions of products, from third parties. These arrangements sometimes require that we pay royalties to third parties. We intend to continue to license or otherwise acquire technology or products from third parties when it makes business sense to do so.

In the third quarter of 2020, we rebranded under the Logiq name. Our offerings now extend from mobile commerce and fintech solutions for SMBs, to AI-powered, SaaS-based digital marketing solutions for enterprises and major brands. We believe the Logiq branding better reflects the use of data analytics that underlies both of our business segments.

Our customer relationships now range from hundreds of thousands of SMBs around the world to publicly traded Fortune 1000 companies. Among our notable customers are QuinStreet (a marketing technology company), Purple (the creator of the renowned Purple mattress) and Sunrun (a solar company).

These new major clients reflect our transformation, which began with the completion of our acquisition of the assets of Push. This has led to the streamlining during the third quarter of 2020 of our various brands and business units into two business segments: DataLogiq and AppLogiq .

DATALogiq ’s data engine uses proprietary methodologies and AI systems to deliver valuable consumer insights that can dramatically enhance the effectiveness, reach, and return on investment of online marketing spend for enterprises and major brands. Alongside DataLogiq is our new Fixel subsidiary that offers simplified online marketing with critical privacy features.

Our APPLogiq mobile commerce PaaS enables SMBs worldwide to easily create and deploy a native mobile app for their business without technical knowledge or background. APPLogiq empowers businesses to reach more customers, increase sales, manage logistics, and promote their products and services in an easy and affordable way. Our APPLogiq mobile platform now also includes our PAYLogiq fintech and GOLogiq delivery services that have garnered great interest from potential partners due to the deep consumer data both have been acquiring since their inception.

The combination of APPLogiq ’s mobile platform and DATALogiq ’s data engines offers a uniquely powerful e-commerce and m- commerce platform for many types of businesses and brands. We have and will continue to integrate, existing and new, cutting-edge services with the aim of providing a comprehensive and differentiated e-commerce and m-commerce offering for our existing and interested, new customers.

Soon after the close of the Push asset acquisition, the impact of the COVID-19 pandemic quickly emerged, with global lockdowns and the corresponding impact on SMBs. Fortunately, due to the diversification of our revenue sources we have thus far been able to weather the storm. While our APPLogiq m-commerce business, targeted at distributors and SMB end users, has been adversely affected by the lockdown of traditional commercial businesses, our DATALogiq e-commerce data-driven digital marketing business has benefited by shifting to the many solely online businesses that have experienced an uptick in demand due to the pandemic.

Importantly, for DATALogiq , the recent acquisition of Fixel and its audience targeting solution has meant the introduction of a new SaaS revenue stream. Audience targeting is the ability to take the full audience of prospective customers and segment it into groups based on different criteria, including online behavioral characteristics, demographics, interests, and intent. The acquisition reflects our ability to adapt to the substantial industry shift that the end of the third party cookies represents. Fixel provides a timely solution to the loss of third party data that addresses the consumer privacy concerns that gave rise to the coming decline in third party cookies.

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Our Competitive Strength

Logiq has an AI-driven, first party data, privacy compliant targeting solution that does not rely on third party cookie solutions. Our proprietary technology does not use any personally identifiable information or third party cookie information. Rather, it relies only on first party data collected on an advertiser’s or publisher’s website. The AI engine has the unique ability to determine the “most engaged visitors” to a website and then use that information to target them on Google, Facebook, Yahoo, Bing, LinkedIn, TradeDesk and other major platforms. At the heart of our data solution lies the value - the AI engine that analyzes and makes judgements about all visitors to a site.

By segmenting site visitors into Baseline, Medium and High categories, these designations can be leveraged when creating campaigns on any of these destinations. These segments are touted to give our customers the best insight into who are the most engaged audiences in the 90 to 95% of site visitors who don’t convert.

Across advertisers, publishers, agencies and tech platforms (such as demand side platforms that allow buyers of digital advertising inventory to manage multiple advertising exchange and data exchange accounts through one interface), the Logiq solution is viewed by existing customers (through their feedback to Logiq) to be a solution that can gain rapid adoption, as the industry trend is one where ecosystem constituents look to move away from their current third party cookie targeting initiatives. Our solution is not only for advertising purposes but could also be applied to a marketer’s analytics stack to gain deeper insights and understanding of their visitors’ behavior.

Today, Logiq uses its proprietary advertising and marketing technology platform to provide direct-to-consumer marketing services to advertisers. Our technology platform has proven to find in-market audiences and convert them to paying customers. Today, our technology is being used by enterprise brands such as Purple Mattress, Sunrun, and QuinStreet. A key next phase of the Company is to go downstream to small to medium size e-commerce agencies and brands by providing a new kind of marketing solution that delivers enterprise level capabilities via a simplified, do-it-yourself, automated platform.

Our Strategy

Our growth strategy is a multi-pronged approach, consisting of the following:

Development of an end-to-end unified SaaS offering . We expect to unify all of our technology platforms into one framework to provide a streamlined user experience for customers to leverage all of our applications through a SaaS model.
Expand our customer base and business relationships. Today, we are already installed in major media companies and technology platforms. We intend to increase the usage of our technology and deepen technology relationships to drive increased revenue.
Expand salesforce to acquire new brands and online advertisers . We intend to increase our salesforce to expand our existing business relationships with leading media networks and advertising agencies and to aggressively activate new brand advertiser relationships and business joint ventures.
Focus on SMBs . We believe that there is a significant opportunity for an end-to-end advertising and marketing technology solution for SMBs seeking to grow their online sales without dealing with the many challenges of integrating multiple point solutions. We intend to heavily market our platforms to SMBs.
Maintain innovation . We continue to develop and introduce new features and improved functionality to our platforms. Key initiatives include development of easy to use self serve platforms for SMBs, and continued development of AI-driven marketing technologies.

Sales and Marketing

Our sales and marketing efforts are focused on promoting sales, producing expert content and brand awareness. The Company believes that our resellers agreements signed in 2015, 2016, and 2017 created a large enough addressable market opportunity to generate sales and profits in a scalable manner, grow the Company’s business and enhance shareholder value. Given the nature of DIY mobile apps and the primary target market of SMBs, a typical go-to-market strategy would have a direct sales force or resellers approach SMBs directly to drive our revenue.

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The Company has further evolved our PaaS platform with two distinct market paths to drive recurring revenue business model:

A) Cooperation agreements in countries/regions where our partners are responsible for targeting SMBs either through an installed base of customers or groups of direct sellers with a sales and marketing team focusing on end customers. The 2020 partnership with KMSB is representative of this revised path.

B) Digital wallet or e-wallet solutions. A distinguishing characteristic of Greater South East Asia (“ GSEA ”) compared to the United States is the substantially lower percentage of the population in GSEA with bank accounts, credit cards, or debit cards. This creates the need for alternative payment methods, specifically e-wallets according to the International Data Corporation (IDC). GSEA is poised for its own payments transformation in much the same way that China has shifted to online payments. Online payments in GSEA is divided into four broad payment modes: e-wallets (such as our PayLogiq platform), credit cards, debit cards and online banking. Of these IDC experts, the e-wallet mode is expected to grow the fastest over the next five years. Drivers for GSEA’s e-wallet industry include the mismatch between internet penetration and banking penetration (which creates a structural opportunity for e-wallet), the increasing integration of e-wallets with use cases such as online games and e-commerce, and the opportunity to offer broader digital financial services using e-wallets as a foundation.

With the above strategy, we believe that the Company will be able to maintain a lower capital expenditure base due to the ‘level-two’ customer support vs. ‘level-one’ customer support, smaller sales and marketing teams, and the need to provide hosting services.

The Company’s APPLogiq platform operates as a PaaS allowing users to develop their own applications supplying the infrastructure and IT services, which users can access anywhere via a web or desktop browser. The Company recognizes revenue on a pay to use subscription basis when our customers use our platform.

We do not compensate resellers and distributors. Instead, the end user pays the reseller/distributor directly as well as paying for our services, for which we or our reseller/distributor in licensed territories bill the end user separately.

Markets, Geography, and Seasonality

Our products and services are predominantly sold in North America and the Southeast Asian markets. Based on our current and historical balance sheets and statement of operations, it does not appear that our business or operations experience any seasonality with respect to our sales as any such seasonality appears to be unpredictable. Although we believe our customers’ historical buying patterns and budgetary cycles may be a factor that impacts our quarterly sales results, we are not able to reliably predict our sales based on seasonality because outside factors (timing, introduction of new products and services, and other economic factors impacting our industry) can also substantially impact our revenues during the year.

Major Customers

Three (3) customers accounted for 13.05%, 9.23% and 7.99% of net sales for fiscal year 2019 in our APPLogiq business segment. We have refocused our marketing initiatives from white label distributors and resellers to end users in the current year ended December 31, 2020. The improvement in gross profit margins in the 4[th] quarter of the year, evidence this transition and the Company eliminated the dependence upon major customers.

With the consolidation of Push Holdings Inc and the new DATALogiq business segment in the year ended December 31, 2020, there is no significant customer concentration risk based on our total consolidated revenues.

Research and Development

Our R&D strategy is to offer cutting edge financial, marketing, and advertising technology to the Company’s present and future customers. The Company continues to invest in website, e-commerce platform and mobile app development. In addition, the Company continues to develop its system support knowledge base and other internal systems.

The Company’s commercial and corporate-strategy functions collaborate closely with the R&D team on the Company’s priorities. The R&D strategy determines what capabilities and technologies the Company must have in place to bring the desired solutions to market. R&D capabilities are the technical abilities to discover, develop, or scale marketable solutions. Capabilities are unlocked by a combination of technologies and assets, and focus on the outcomes. The choices of operating model and organizational design will ultimately determine how well the R&D strategy is executed.

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Competition

Our business is rapidly evolving and highly competitive. Our current and potential competitors include: (i) advertising companies, web design firms and, more recently, mobile app makers; (ii) other DIY mobile app companies; (iii) a number of indirect competitors, including media companies, web portals, comparison shopping websites, and web search engines, either directly or in collaboration with SMBs; (iv) companies that provide e-commerce and e-wallet services, including website/app development; and (v) companies that provide infrastructure web and mobile services. We believe that the principal competitive factors in our mobile apps business include ease of use, affordability and broad range of functionality. Many of our current and potential competitors have greater resources, longer histories, more customers, and greater brand recognition. They may adopt more aggressive pricing and devote more resources to technology, functionality and ease of use and marketing. Other companies also may enter into business combinations or alliances that strengthen their competitive positions.

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E-commerce

We face competition principally from regional players that operate across several markets in the U.S., Europe, and Asia. We also face competition from single-market players in those regions. We compete to attract, engage and retain buyers based on the variety and value of products and services listed on our marketplaces, overall user experience and convenience, online communication tools, integration with mobile and networking applications and tools, quality of mobile applications, and availability of payment settlement and logistics services. We also compete to attract and retain sellers based on the number and engagement of buyers, the effectiveness and value of the marketing services we offer, commission rates and the usefulness of the services we provide including data and analytics for potential buyer targeting, cloud computing services and the availability of support services, including payment settlement and logistics services.

E-wallet Platforms

PAYLogiq competes primarily with credit card and debit card service providers, banks with payment processing offerings, other offline payment options and other electronic payment system operators. PAYLogiq competes with these companies primarily on the basis of transaction processing speed, convenience, network size, accessibility, reliability and price. We believe the combination of PAYLogiq’s numerous physical merchant locations and the PAYLogiq App is a significant competitive advantage because of the strong demand in GSEA for convenient forms of payment processing.

Intellectual Property

The Company has, under a software purchase agreement, the eWallet platform currently operating under the brand names AtozPay and AtozGo in Indonesia (PAYLogiq and GOLogiq respectively), and the global rights to market and operate in other countries worldwide.

In addition, the Company has acquired the rights to the following United States trademarks through its acquisition of the Push assets:

United States Trademark “Astrology Nova” (Registration Number 5631852), registered under Push Holdings, Inc.
United States Trademark “BlueDrone” (Registration Number 5528307), registered under Comiseo, Inc.

The Company is in the process of registering transfers of these trademarks with the United States Patent and Trademark Office into the name of the Company.

The Company has three trademarks pending for registration in the United States for the word mark “Logiqx” under serial numbers 8885602, 88856050 and 88856033.

Employees

We believe that our future success will depend, in part, on our ability to continue to attract, hire, and retain qualified personnel.

The Company currently has thirty-seven full-time contracted personnel in Singapore, Myanmar, Hong Kong and the United States. None of our employees are represented by a union or covered by a collective bargaining agreement.

Government Approval

Government Regulations

We and our clients currently use pseudonymous data about Internet and mobile app users on our platform to manage and execute digital advertising campaigns in a variety of ways, including delivering advertisements to end users based on their geographic locations, the type of device they are using, their interests as inferred from their web browsing or app usage activity, or their relationships with our clients. Such data is passed to us from third parties, including original equipment manufacturers, application providers, and publishers. We do not use this data to discover the identity of individuals, and we currently prohibit clients, data providers and inventory suppliers from importing data that directly identifies individuals onto our platform.

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Our ability, like those of other advertising technology companies, to collect, augment, analyze, use and share data relies upon the ability to uniquely identify devices across websites and applications, and to collect data about user interactions with those devices for purposes such as serving relevant ads and measuring the effectiveness of ads. The processes used to identify devices and similar and associated technologies are governed by U.S. and foreign laws and regulations and dependent upon their implementation within the industry ecosystem. Such laws, regulations, and industry standards may change from time to time, including those relating to the level of consumer notice, consent and/or choice required when a company employs cookies or other electronic tools to collect data about interactions with users online.

In the U.S., both federal and state legislation govern activities such as the collection and use of data, and privacy in the advertising technology industry has frequently been subject to review by the Federal Trade Commission (the “FTC”), U.S. Congress, and individual states. Much of the federal oversight on digital advertising in the U.S. currently comes from the FTC, which has primarily relied upon Section 5 of the Federal Trade Commission Act, which prohibits companies from engaging in “unfair” or “deceptive” trade practices, including alleged violations of representations concerning privacy protections and acts that allegedly violate individuals’ privacy interests. However, there is increasing consumer concern over data privacy in recent years, which has led to a myriad of proposed legislation and new legislation both at the federal and state levels, some of which has affected and will continue to affect our operations and those of our industry partners. For example, the California Consumer Privacy Act of 2018 (the “CCPA”), which went into effect January 1, 2020, defines “personal information” broadly enough to include online identifiers provided by individuals’ devices, applications, and protocols (such as IP addresses, mobile application identifiers and unique cookie identifiers) and individuals’ location data, if there is potential that individuals can be identified by such data.

The CCPA creates individual data privacy rights for consumers in the State of California (including rights to deletion of and access to personal information), imposes special rules on the collection of consumer data from minors, creates new notice obligations and new limits on and rules regarding the “sale” of personal information (interpreted by many observers to include common advertising practices), and creates a new and potentially severe statutory damages framework for violations of the CCPA and for businesses that fail to implement reasonable security procedures and practices to prevent data breaches. The CCPA also offers the possibility to a consumer to recover statutory damages for certain violations and could open the door more broadly to additional risks of individual and class-action lawsuits even though the statute’s private right of action is limited in scope. There have been many class action lawsuits filed invoking the CCPA outside of the private right of action provided for by the law. It is unclear at this point whether any of these claims will be accepted by the courts. In addition, the California Privacy Rights Act, or CPRA, recently passed, which will impose additional notice and opt out obligations on the digital advertising space, including an obligation to provide an opt out for behavioral advertising. When the CPRA goes into full effect in January 2023, it will impose additional restrictions on us and on our industry partners; it is difficult to predict with certainty the full effect of the CPRA and its implementing regulations on the industry.

As our business is global, our activities are also subject to foreign legislation and regulation. In the European Union (including the European Economic Area (the “EEA”) and the countries of Iceland, Liechtenstein and Norway), or EU, separate laws and regulations (and member states’ implementations thereof) govern the processing of personal data, and these laws and regulations continue to impact us. The General Data Protection Regulation (“GDPR”), which applies to us, came into effect on May 25, 2018. Like the CCPA, the GDPR defines “personal data” broadly, and it enhances data protection obligations for controllers of such data and for service providers processing the data. It also provides certain rights, such as access and deletion, to the individuals about whom the personal data relates. The digital advertising industry has collaborated to create a user-facing framework for establishing and managing legal bases under the GDPR and other EU privacy laws including ePrivacy (discussed below). Although the framework is actively in use, it is under attack by the Belgian Data Protection Authority and others and we cannot predict its effectiveness over the long term. European regulators have questioned the framework’s viability and activists have filed complaints with regulators of alleged non-compliance by specific companies that employ the framework. Continuing to maintain compliance with the GDPR’s requirements, including monitoring and adjusting to rulings and interpretations that affect our approach to compliance, requires significant time, resources and expense, and may lead to significant changes in our business operations, as will the effort to monitor whether additional changes to our business practices and our backend configuration are needed, all of which may increase operating costs, or limit our ability to operate or expand our business.

Additionally, in the EU, EU Directive 2002/58/EC (as amended by Directive 2009/136/EC), commonly referred to as the ePrivacy or Cookie Directive, directs EU member states to ensure that accessing information on an Internet user’s computer, such as through a cookie and other similar technologies, is allowed only if the Internet user has been informed about such access, and provided consent. A recent ruling by the Court of Justice of the European Union clarified that such consent must be reflected by an affirmative act of the user, and European regulators are increasingly agitating for more robust forms of consent. These developments may result in decreased reliance on implied consent mechanisms that have been used to meet requirements of the Cookie Directive in some markets. A replacement for the Cookie Directive is currently under discussion by EU member states to complement and bring electronic communication services in line with the GDPR and force a harmonized approach across EU member states. Although it remains under

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debate, the proposed ePrivacy Regulation may further raise the bar for the use of cookies, and the fines and penalties for breach may be significant. We cannot yet determine the impact such future laws, regulations, and standards may have on our business.

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As the collection and use of data for digital advertising has received media attention over the past several years, some government regulators, such as the FTC, and privacy advocates have suggested creating a “Do Not Track” standard that would allow Internet users to express a preference, independent of cookie settings in their browser, not to have their online browsing activities tracked. The CPRA similarly contemplates the use of technical opt outs for the sale and sharing of personal information for advertising purposes as well as to opt out of the use of sensitive information for advertising purposes, and allows for AG rulemaking to develop these technical signals. If a “Do Not Track,” “Do Not Sell,” or similar control is adopted by many Internet users or if a “Do Not Track” standard is imposed by state, federal, or foreign legislation (as it arguably is to some degree under the CCPA regulations), or is agreed upon by standard setting groups, we may have to change our business practices, our clients may reduce their use of our platform, and our business, financial condition, and results of operations could be adversely affected.

Furthermore, additional governmental regulations, including foreign governmental regulations, may affect our business. For more information, see the section “Risk Factors”.

Environmental Matters

No significant pollution or other types of hazardous emission result from the Company's operations, and it is not anticipated that our operations will be materially affected by federal, state or local provisions concerning environmental controls. Our costs of complying with environmental health and safety requirements have not been material.

Furthermore, compliance with federal, state and local requirements regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, have not had, nor are they expected to have, any material effect on the capital expenditures, earnings or competitive position of the Company. However, we will continue to monitor emerging developments in this area.

Corporate Information

Our principal executive offices are located at 85 Broad Street, 16-079, New York, NY 10004 and our telephone number is (808) 8291057. We do not incorporate the information on our website into this Prospectus and you should not consider it part of this Prospectus.

Company Website

We maintain a corporate Internet website at: www.logiq.com

The contents of this website are not incorporated in or otherwise to be regarded as part of this Annual Report.

We file reports with the SEC which are available on our website free of charge. These reports include annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, “Section 16” filings on Form 3, Form 4, and Form 5, and other related filings, each of which is provided on our website as soon as reasonably practical after we electronically file such materials with or furnish them to the SEC. In addition, the SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including the Company.

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Three Year History

2017

On April 27, 2017 , the Company announced initial subscriptions and revenues from its South East Asian cooperation partner, MOCAAPP. At that time, the Company was focused on the marketing and development of additional applications, powered by APPLogiq (at that time called CreateApp ) , in the Philippines through the Company’s white label channel distribution.

On May 1, 2017 , the Company signed a definitive share purchase agreement with Escape Pixel, a provider of web development, mobile development, and digital customized solutions, based in Singapore and Yangon, Myanmar. Following the closing of the transaction, Escape Pixel became a wholly-owned subsidiary of the Company. As at December 31, 2018, this Share Purchase Agreement had been completed.

On May 1, 2017 , the Company signed a software development agreement with Faith United Technology LTD, a Hong Kong based software developer. The Company and Faith United are collaborating on Online-to-Offline (“ O2O ”) applications initially targeting the food service industry.

On August 11, 2017 , the Company applied for uplisting to the OTC Markets Group’s OTCQX Marketplace.

On August 29, 2017 the Company announced that its exclusive eurozone partner, Augicom S.A., entered into a customer relationship with Orange Pro. As part of this agreement, the Company’s APPLogiq (at that time called CreateApp ) was made available to Orange Pro clients via “la Carte Pro” program or ‘Pro Card’ in English.

On September 12, 2017 OTC Markets Group Inc. announced the Company had qualified to trade on the OTCQX® Best Market. The Company began trading September 12, 2017 on OTCQX under the symbol “WEYL”.

On September 26, 2017 the Company named Mr. Ghassan R. Saade as a strategic advisor for the Company’s expansion into the Middle East & Africa.

On October 17, 2017 the Company announced the launch of its food services pilot program. In the pilot, the Company collaborated on developing O2O applications initially targeting the food service industry. With this pilot program and the platform developed with Faith United, the Company began to address one of the O2O opportunities in the region. The trial involved ordering and fulfillment of frozen foods to distributors in Hong Kong. Following the trial, the Company extended the platform to B2C by approaching restaurants, factory kitchens and foodstuff manufacturers to expand their reach to individual and business consumers.

On October 19, 2017 the Company added John Lee to its board of strategic advisors. Mr. Lee joined the Company as a strategic advisor on eSports initiatives. At that time, Mr. Lee served as CEO and Co-founder of kek eSports, an Asia based company with backing from globally recognized game investors including Initial Capital and Bitkraft Ventures. In addition to his role at kek eSports, he served as Strategic Advisor and Honorary Chairman in Asia for ESL, the world’s largest eSports league.

On November 2, 2017 the Company announced its plan to develop its mobile wallet platform, AtozPay (PAYLogiq).

On December 12, 2017 the Company announced that AtozPay had entered the beta testing stage.

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2018

On March 28, 2018 the Company announced the launch of the ENable mobile commerce and logistics platform with its strategic partner, DPEX Worldwide (“ DPEX ”).

On April 23, 2018 , the Company participated in the incorporation of a company in Indonesia, PT Weyland Indonesia Perkasa (“ WIP’ ), an Indonesian limited liability company of which the Company held a 49% equity interest, with the option to purchase an additional 31% equity interest at a later date. In April of 2019, the Company distributed a dividend in specie to the Company’s shareholders of record at October 12, 2018 of a 49% equity interest in WIP and now holds an equitable 20% interest in WIP.

On May 23, 2018 , the Company, announced that AtozPay exited beta stage.

On July 11, 2018 , the Company announced that the Board approved a pro-rata distribution to the Company’s shareholders of record as of the close of trading on September 28, 2018 of 90% of the outstanding shares of the Company’s subsidiary Weyland AtoZ Pay Inc. (“ WAI ”), through which the Company holds its ownership interest in its eWallet business (the “ Spin-Off ”). The Spin-Off was completed on December 11, 2018.

On August 20, 2018 , the Company, announced a strategic partnership with its eWallet business and PT. Finnet Indonesia (“ Finnet ”).

On September 6, 2018 , the Company announced that its eWallet business, AtoZPay, had entered into multiple additional agreements with companies in Indonesia, to enable users of AtoZPay to pay for goods and services from those companies, including:

Telkomsel – Indonesia’s largest telecom service provider.
BRI Bank – one of the oldest banks in Indonesia, with US$62 billion in assets.
Bank Mandiri – one of the largest banks in Indonesia with over US$81 billion in assets.
Grab Taxi – the number one ride sharing and delivery service in Southeast Asia funded by HSBC, Toyota Motor Company, Paul Allen (Co-founder of Microsoft), Oppenheimer, Softbank and multiple other ‘tier-one’ investors.
Go-Jek – Indonesia’s largest motorcycle and scooter based taxi service, funded by Google, Tencent, Temasek, Sequoia Capital, KKR and multiple other ‘tier-one’ investors.

On November 19, 2018 , the Company announced a strategic partnership with Southeast Asia’s largest B2B portal for the construction industry, Keepital, a part of the KEEP family of business marketing services. Keepital is a leading B2B portal in Southeast Asia for the construction industry with over 500,000 members. Utilizing the Company’s PaaS platform on a ‘white label’ basis, Keepital offers its members the ability to source, procure, buy and sell construction equipment, materials, products and services directly from their mobile phones.

On December 11, 2018 , the Company announced a binding MOU with PT Rex Indonesia (“ Rex ”). Rex focuses its services as a document and package shipping company through air, sea and land transportation with domestic and international destinations. Rex ships approximately 10,000 packages per day for thousands of SMBs. Under the terms of the MOU, the Company and Rex leverage the Rex SMB customer base and the Company’s 13,000-partnership network across 23 cities in Indonesia. The combined platform implemented a non-cash based payment system through the AtoZpay eWallet, integrates Weyland’s PaaS platform functionality for e-commerce and m-commerce thereby providing a ‘last-mile’ and payment solution for companies looking to expand their sales through e-commerce/m-commerce and have goods and services paid for and delivered.

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2019

On August 19, 2019 , the Company entered into subscription agreements with a total of 157 subscribers for an aggregate of 42,745,675 Common Shares of the Company’s for an aggregate purchase price of $6,411,851. The Company used the net proceeds from the offering (after deducting consulting fees and expenses related to the offering in the aggregate amount of approximately $775,000) for working capital and general corporate purposes.

On December 16, 2019 , the Company and its wholly-owned subsidiary, Origin8, entered into the asset purchase agreement for the Push Transaction (as defined below).

On November 15, 2019 , the Company’s shareholders approved the proposal to grant the Board discretionary authority to amend the Company’s Certificate of Incorporation to effectuate a reverse stock split of the Company’s common stock, $0.0001 par value, by a ratio of no less than 1-for-5 and no more than 1-for-20, with such ratio to be determined by the Board in its sole discretion (the “ Reverse Split ”), and with such Reverse Split to be effective at such time and date, if at all, as determined by the Board in its sole discretion.

2020

On January 8, 2020 , the Company’ completed the acquisition of substantially all of the assets of Push (the “ Push Transaction ”). At closing, the Company issued 28,571,428 Common Shares to ConversionPoint (Push’s parent company) and a further 7,142,857 Common Shares were issued and placed in an independent third-party escrow where such Common Shares will be released to ConversionPoint if the acquired Push business achieves certain performance milestone requirements, subject to offset for indemnification purposes. The Company obtained an independent valuation opinion with respect to the acquired business.

On February 25, 2020 , the Board filed a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware to effectuate the Reverse Split. The Reverse Split became effective on February 27, 2020. Immediately following the Reverse Split, the total number of the Common Shares held by each stockholder was converted automatically into the number of whole Common Shares equal to the number of issued and outstanding Common Shares held by such stockholder immediately prior to the Reverse Split, divided by 13. The Reverse Split did not change the authorized capital stock of the Company. The Company continues to be authorized to issue up to 250,000,000 Common Shares.

On August 11, 2020 , the Company, entered into a binding letter of intent to acquire Fixel AI Inc. (“ Fixel ”). Founded in July of 2017, Fixel has a fully automated audience segmentation software suite that ranks audiences according to their level of engagement. Fixel’s software helps e-commerce and digital agency marketers to create and retarget high return on ad spend audiences using cutting edge A.I. and big data technology. Fixel technology solutions enables automated audience segmentation for the purpose of creating lookalike audiences and remarketing to highly engaged visitors that otherwise failed to convert in the sales funnel. Fixel allows clients to run Data Driven marketing campaigns efficiently improving Return on add spend and sales conversions while still exceeding other corporate KPIs.

On October 30, 2020 , the Company and Fixel entered into an Agreement and Plan of Merger (the “ Fixel Merger Agreement ”) pursuant to which Logiq Merger Sub, Inc., a wholly-owned subsidiary of the Company formed solely for the purpose of this transaction, merged with Fixel (the “ Merger ”). Following the Merger, the surviving entity continued its existence as a wholly-owned subsidiary of the Company, and the shareholders of Fixel received 564,467 Common Shares (the “ Consideration Shares ”) at a deemed issue price of US$8.86 per share, for an aggregate purchase price of approximately US$5,000,000. Pursuant to the Agreement and Plan of Merger, 112,868 Consideration Shares were placed in escrow with a third party escrow agent in order to establish a holdback mechanism with respect to $1,000,000 worth of the Consideration Shares to secure the Fixel shareholders’ obligations under the Agreement and Plan of Merger for a period of 18 months following the closing of the Merger. On November 2, 2020, the Merger occurred.

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Item 1A. Risk Factors

RISKS RELATED TO OUR BUSINESS

We are subject to risks associated with changing technologies in the mobile apps industry, which could place us at a competitive disadvantage.

Systems failures could cause interruptions in our services or decreases in the responsiveness of our services which could harm our business.

If our security is breached, our business could be disrupted, our operating results could be harmed, and customers could be deterred from using our products and services.

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Delays in the release of new or enhanced products or services or undetected errors in our products or services may result in increased cost to us, delayed market acceptance of our products, and delayed or lost revenue.

Defects or errors in our applications could harm our reputation, result in significant cost to us and impair our ability to market our products and services.

Upgrading our products and services could result in implementation issues and business disruptions.

New entrants and the introduction of other platforms in our markets may harm our competitive position.

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Our future success depends on our ability to develop and successfully introduce new and enhanced products that meet the needs of our customers.

Our cost structure is partially fixed. If our revenues decline and we are unable to reduce our costs, our profitability will be adversely affected.

Attrition of customers and failure to attract new customers could have a material adverse effect on our business, financial condition and results of operations, and cash flows.

Although we offer mobile apps designed to support and retain our customers, our efforts to attract new customers or prevent attrition of our existing customers may not be successful. If we are unable to retain our existing customers or acquire new customers in a cost-effective manner, our business, financial condition and results of operations, and cash flows would likely be adversely affected. Although we have spent significant resources on business development and related expenses and plan to continue to do so, these efforts may not be cost-effective at attracting new customers.

Our ability to sustain or increase revenues will depend upon our success in entering new markets, continuing to increase our customer base, and in deriving additional revenues from our existing customers.

A pandemic, epidemic or outbreak of an infectious disease in the United States or elsewhere may adversely affect our business.

If a pandemic, epidemic or outbreak of an infectious disease occurs in the United States or elsewhere, our business may be adversely affected.

COVID-19 has spread worldwide and has resulted in government authorities implementing numerous measures to try to contain it, such as travel bans and restrictions, quarantines, shelter-in-place orders and shutdowns. These measures have impacted, and may further impact, our workforce and operations, the operations of our customers and our partners, and those of our respective vendors and suppliers. Our critical business operations, including our headquarters, are located in regions which have been impacted by COVID-19. Our customers worldwide have also been affected and may continue to be affected by COVID-19 related restrictions and closures.

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The spread of COVID-19 has caused us to modify our business practices as the Company complies with state mandated requirements for safety in the workplace to ensure the health, safety and well-being of our employees. These measures include personal protective equipment, social distancing, cleanliness of the facilities and daily monitoring of the health of employees in our facilities, as well as modifying our policies on employee travel and the cancellation of physical participation in meetings, events and conferences. We may take further actions as required by government authorities or that we determine are in the best interests of our employees, customers, partners and suppliers. However, we have not developed a specific and comprehensive contingency plan designed to address the challenges and risks presented by the COVID-19 pandemic and, even if and when we do develop such a plan, there can be no assurance that such plan will be effective in mitigating the potential adverse effects on our business, financial condition and results of operations.

In addition, while the extent and duration of the COVID-19 pandemic on the global economy and our business in particular is difficult to assess or predict, the pandemic has resulted in, and may continue to result in, significant disruption of global financial markets, which may reduce our ability to access capital or our customers’ ability to pay us for past or future purchases, which could negatively affect our liquidity. A recession or financial market correction resulting from the lack of containment and spread of COVID19 could impact overall technology spending, adversely affecting demand for our products, our business and the value of our common stock.

The ultimate impact of the COVID-19 pandemic or a similar health epidemic is highly uncertain and subject to change. The extent of the impact of the COVID-19 pandemic on our operational and financial performance, including our ability to execute our business strategies and initiatives in the expected time frame, will depend on future developments, including, but not limited to, the duration and continued spread of the pandemic, its severity, the actions to contain the disease or treat its impact, further related restrictions on travel, and the duration, timing and severity of the impact on customer spending, including any recession resulting from the pandemic, all of which are uncertain and cannot be predicted. An extended period of economic disruption as a result of the COVID19 pandemic could have a material negative impact on our business, results of operations, access to sources of liquidity and financial condition, though the full extent and duration is uncertain.

If we are not successful in selecting and integrating the businesses and technologies we acquire, or in managing our current and future divestitures, our business may suffer.

Some of the same risks exist when we decide to sell a business, site, product line, or division. In addition, divestitures could involve additional risks, including the following: difficulties in the separation of operations, services, products, and personnel; and the need to agree to retain or assume certain current or future liabilities in order to complete the divestiture. We evaluate the performance and strategic fit of our businesses. These and any divestitures may result in significant write-offs, including those related to goodwill and other intangible assets, which could have an adverse effect on our results of operations and financial condition. In addition, we may encounter difficulty in finding buyers or alternative exit strategies at acceptable prices and terms and in a timely manner. We may not be successful in managing these or any other significant risks that we encounter in divesting a business, site, product line, or division, and as a result, we may not achieve some or all of the expected benefits of the divestitures.

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If we are unable to manage our growth and expand our operations successfully, our business and operating results will be harmed and our reputation may be damaged.

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We may be unable to respond to customers’ demands for new mobile app solutions and service offerings, and our business, financial condition and results of operations, and cash flows may be materially adversely affected.

Increasing competition and increasing costs within our customers’ industries may affect the demand for our products and services, which may affect our results of operations and financial condition .

We are subject to pricing pressures in some of the markets we serve.

We may be unable to respond to the evolving industry practices and technology solutions, and our business, financial condition and results of operations and cash flows may be materially adversely affected.

We derive have historically derived a significant percentage of our revenues from a concentrated group of customers and the loss of more than one of our major customers could materially and adversely affect our business, results of operations or financial condition.

However, with the new business segment of DATALogiq, on a consolidated revenue basis, there is no significant customer concentration in FY2020.

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Our insurance coverage may not be sufficient to avoid material impact on our financial position or results of operations resulting from claims or liabilities against us, and we may not be able to obtain insurance coverage in the future.

We depend on key personnel and may not be able to retain these employees or recruit additional qualified personnel, which could harm our business.

Our success depends to a significant extent on the continued services of our senior management and other members of management. We have contractual agreements with our CEO, CFO, and COO.

We are subject to risks associated with the operation of a global business.

We derive a significant portion of our total revenue from our operations in international markets. During the years ended December 31, 2019, 2018, and 2017, 100%, of our total revenue was derived from our international operations. In 2020, 57% was derived from our international operations. Our global business may be affected by local economic conditions, including inflation, recession, and currency exchange rate fluctuations. In addition, political and economic changes, including international conflicts, including terrorist acts, throughout the world may interfere with our or our customers’ activities in particular locations and result in a material adverse effect on our business, financial condition, and operating results. Potential trade restrictions, exchange controls, adverse tax consequences, and legal restrictions may affect the repatriation of funds into the U.S. Also, we could be subject to unexpected changes in regulatory requirements, the difficulties of compliance with a wide variety of foreign laws and regulations, potentially negative consequences from changes in or interpretations of U.S. and foreign tax laws, import and export licensing requirements, and longer accounts receivable cycles in certain foreign countries. These risks, individually or in the aggregate, could have an adverse effect on our results of operations and financial condition.

Potential changes in U.S. and international tax law.

Changes in government regulation or in practices relating to mobile apps and e-wallet industries could decrease the need for the products and services we provide.

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Any negative commentaries made by any regulatory agencies or any failure by us to comply with applicable regulations and related guidance could harm our reputation and operating results, and compliance with new regulations and guidance may result in additional costs.

Current and future litigation against us, which may arise in the ordinary course of our business, could be costly and time consuming to defend.

We could incur substantial costs resulting from product liability claims relating to our products or services or our customers’ use of our products or services.

As a public company, we may incur significant administrative workload and expenses in connection with new and changing compliance requirements .

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RISKS RELATED TO OUR COMMON STOCK

changes in the general global economy;
changes in customer budget cycles;
the number and scope of ongoing customer engagements;
changes in the mix of our products and services;
competitive pricing pressures;
the extent of cost overruns;
buying patterns of our customers;
the timing of new product releases by us or our competitors;
general economic factors, including factors relating to disruptions in the world credit and equity markets and the related impact on our customers’ access to capital;
our earnings releases, actual or anticipated changes in our earnings, fluctuations in our operating results or our failure to meet the expectations of financial market analysts and investors;
changes in financial estimates by us or by any securities analysts who might cover our stock;
speculation about our business in the press or the investment community;
significant developments relating to our relationships with our customers or suppliers;
stock market price and volume fluctuations of other publicly traded companies and, in particular, those that are in our industry;
customer demand for our business solutions;
investor perceptions of our industry in general and our Company in particular;
the operating and stock performance of comparable companies;
announcements by us or our competitors of new products, significant acquisitions, strategic partnerships or divestitures;
the timing and charges associated with completed acquisitions, divestitures, and other events;
changes in accounting standards, policies, guidance, interpretation or principles;
changes in tax laws, rules, regulations, and tax rates in the locations in which we operate;
exchange rate fluctuations;
loss of external funding sources;
sales of our common stock, including sales by our directors, officers or significant stockholders; and
addition or departure of key personnel.

If securities or industry analysts issue an adverse opinion regarding our stock or do not publish research or reports about our company, our stock price and trading volume could decline.

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about us or our business. If one or more equity research analysts cease coverage of our company, we could lose visibility in the market, which in turn could cause our stock price to decline.

Substantial future sales of shares of our common stock could cause the market price of our common stock to decline.

The market price of shares of our common stock could decline as a result of substantial sales of our common stock, particularly sales by our directors, executive officers and significant stockholders, a large number of shares of our common stock becoming available for sale or the perception in the market that holders of a large number of shares intend to sell their shares. As of March 26, 2021, we have 16,794,588 (post-reverse split) shares of our common stock outstanding.

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authorize our board of directors to issue up to 250,000,000 shares of authorized common stock;
specify that special meetings of our stockholders can be called only by the Chairman of our board of directors, President, or Vice President; and
provide that stockholders will not be allowed to vote cumulatively in the election of directors;

Our inability to raise additional capital on acceptable terms in the future may limit our ability to develop and commercialize new solutions and technologies and expand our operations.

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We do not intend to pay dividends for the foreseeable future.

RISKS RELATED TO INTELLECTUAL PROPERTY

We may be unable to adequately enforce or defend our ownership and use of our intellectual property and other proprietary rights .

Claims by others that we infringe their intellectual property or trade secret rights could harm our business.

Some of our products and services utilize open source software, and any failure to comply with the terms of one or more of these open source licenses could adversely affect our business.

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RISKS RELATED TO OUR INTERNATIONAL OPERATIONS

Our international sales and operations subject us to additional risks that can adversely affect our operating results and financial condition.

We may be exposed to liabilities under the Foreign Corrupt Practices Act, and any determination that we violated the Foreign Corrupt Practices Act could have a material adverse effect on our business.

Item 1B. Unresolved Staff Comments.

Not applicable.

Item 2. Properties

Currently, we do not own any real estate.

Our corporate headquarters are in a leased space comprising approximately 300 square feet of office space in New York, New York, at a rate of $820 per month.

The Company’s DataLogiq business segment leases approximately 30,348 square feet comprising 12,313 square feet of office space and 18,217 square feet of warehouse space in Minneapolis, Minnesota, at a rate of $367,200 per annum. The leased office space from a related party under common ownership is under a 7.5-year lease expiring December 31, 2021. The lease on the primary offices has a renewal option providing for additional lease periods. The related rent expense for the leases is calculated on a straight-line basis with the difference recorded as deferred rent.

Rent expense for the fiscal years ended December 31, 2020 and 2019, was $291,440 and $9,268, respectively.

The Company believes that its existing facilities are sufficient to accommodate its current and future operations.

Item 3. Legal Proceedings

We are not currently a party to any legal proceedings, litigation or claims, which, if determined adversely to us, would have a material adverse effect on our business, financial condition, results of operations or cash flows. We may from time to time, be a party to litigation and subject to claims incident to the ordinary course of business. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

Item 4. Mine Safety Disclosures

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Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock, par value $0.0001 per share, is traded on the OTC:QX under the symbol "LGIQ". Trading of securities on the OTC:QX is often sporadic and investors may have difficulty buying and selling or obtaining market quotations. Any OTC:QX market quotations reflect inter-dealer quotations, without adjustment for retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

The following table shows high and low sales prices for the Company’s common stock for each quarter during the past two fiscal years:

Year ended December 31, 2020 and 2019	2020 High Low	2020 High Low	2019 High Low	2019 High Low
	High		High
Quarter Ended December 31	$ 14.00	$ 5.49	$ 0.56	$ 0.32
Quarter Ended September 30	$ 10.89	$ 5.75	$ 0.75	$ 0.28
Quarter Ended June 30	$ 6.00	$ 1.79	$ 0.99	$ 0.24
Quarter Ended March 31	$ 7.28	$ 4.00	$ 0.89	$ 0.36

Holders

As of March 26, 2021, there were 16,794,588 shares of our common stock outstanding held by approximately 574 holders of record of our common stock. This number was derived from our stockholder records and does not include beneficial holders of our common stock whose shares are held in “street name” with various dealers, clearing agencies, banks, brokers and other fiduciaries.

Dividends

Securities Authorized for Issuance Under Equity Compensation Plans

Unregistered Sales of Equity Securities.

During the year ended December 31, 2019, the Company engaged in the following sales and issuances of unregistered securities:

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On January 28, 2019, February 12, 2019, May 6, 2019, June 5, 2019, and June 20, 2019, the Company issued 661,202 shares of its common stock to advisor for services provided to the Company.

On 14 February, 2019, the Company issued 820,000 shares of its common stock to legal consultant in exchange for services provided to the Company; and 605,000 shares in connection with advisory on the Myanmar initiative.