10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarter ended November 30, 2017
¨	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: 333-197968

WEWARDS, INC.

(Exact name of registrant as specified in its Charter)

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

301 South Brea Canyon Road Walnut, CA	91789
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: 909-718-7880

Global Entertainment Clubs, Inc.

(Former name, former address and former fiscal year, if changed since last report)

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 filings requirements for the past 90 days. Yes þ  No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ  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 ¨ Non-accelerated filer ¨ Emerging growth company ¨ Accelerated filer ¨ Smaller reporting company þ

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 Exchange Act). Yes ¨  No þ

As of January 3, 2018 the registrant had 8,130,000 shares of common stock issued and outstanding. There has been no trading in the registrant’s common stock since May, 2015.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS	1
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	9
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	13
ITEM 4. CONTROLS AND PROCEDURES	11
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS	14
ITEM 1A. RISK FACTORS	14
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	14
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	13
ITEM 4. MINE SAFETY DISCLOSURES	13
ITEM 5. OTHER INFORMATION	13
ITEM 6. EXHIBITS	13
SIGNATURES	16

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

GENERAL

Throughout this Form 10-Q Quarterly Report, the terms “We,” “Registrant,” “Wewards, Inc.,”WEWARDS” and “Company” all refer to Wewards, Inc., the corporate name of which was Global Entertainment Clubs, Inc. until January 8, 2018.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

WEWARDS, INC.

(formerly Global Entertainment Clubs, Inc.)

INDEX TO FINANCIAL STATEMENTS

Balance Sheets as of November 30, 2017 (Unaudited) and May 31, 2017 (Audited)	2
Statements of Operations for the three and six months ended November 30, 2017 and 2016 (Unaudited)	3
Statements of Cash Flows for the six months ended November 30, 2017 and 2016 (Unaudited)	4
Notes to the Financial Statements (Unaudited)	5

1

WEWARDS, INC.

(formerly Global Entertainment Clubs, Inc.)

BALANCE SHEETS

	November 30, 2017			May 31, 2017
	(Unaudited)
ASSETS
Current Assets:
Cash	$	12,586,059		$	7,238,261
Prepaid expenses		273,000			42,500
Total current assets		12,859,059			7,280,761
Total Assets	$	12,859,059		$	7,280,761
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Accrued interest, related party	$	537,042		$	225,262
Due to related parties		186,734			186,734
Total Current Liabilities		723,776			411,996
Long Term Liabilities:
Convertible Notes Payable, related party		20,000,000			12,000,000
Total Liabilities		20,723,776			12,411,996
Stockholders’ Equity:
Preferred stock, par value $0.001; 50,000,000 shares authorized, no shares issued and outstanding		—			—
Common stock, par value $0.001; 500,000,000 shares authorized, 8,130,000 and 8,130,000 shares issued and outstanding; respectively		8,130			8,130
Additional paid in capital		27,661			27,661
Accumulated deficit		(7,900,508	)		(5,167,026	)
Total Stockholders’ Equity (Deficit)		(7,864,717	)		(5,131,235	)
Total Liabilities and Stockholders’ Equity	$	12,859,059		$	7,280,761

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

2

WEWARDS, INC.

(formerly Global Entertainment Clubs, Inc.)

STATEMENTS OF OPERATIONS

(Unaudited)

	For the three months ended November 30,						For the six months ended November 30,
	2017			2016			2017			2016
Revenue	$	—		$	—		$	—		$	—
Operating Expenses:
General and administrative		100,326			630			265,750			2,468
Professional fees		89,482			31,345			117,122			51,195
Development expense		1,007,332			1,542,177			2,038,918			2,163,882
Total operating expenses		1,197,140			1,574,152			2,421,790			2,217,545
Loss from operations		(1,197,140	)		(1,574,152	)		(2,421,790	)		(2,217,545	)
Other expense:
Interest expense		(160,547	)		(30,417	)		(311,780	)		(34,584	)
Interest income		88			—			88			—
Total other expense		(160,459	)		(30,417	)		(311,692	)		(34,584	)
Loss before provision for income taxes		(1,357,599	)		(1,604,569	)		(2,733,482	)		(2,252,129	)
Provision for Income Taxes		—			—			—			—
Net Loss	$	(1,357,599	)	$	(1,604,569	)	$	(2,733,482	)	$	(2,252,129	)
Net loss per share – basic	$	(0.17	)	$	(0.20	)	$	(.34	)	$	(0.28	)
Weighted average shares outstanding, basic & diluted		8,130,000			8,130,000			8,130,000			8,130,000

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

3

WEWARDS, INC.

(formerly Global Entertainment Clubs, Inc.)

STATEMENT OF CASH FLOWS

(Unaudited)

	For the Six Months Ended November 30,
	2017			2016
Cash flows from operating activities:
Net loss for the period	$	(2,733,482	)	$	(2,252,129	)
Changes in assets and liabilities:
Prepaid assets		(230,500	)		—
Accounts payable and accrued liabilities		311,780			34,584
Cash flows used in operating activities		(2,652,202	)		(2,217,545	)
Cash flows from investing activities:		—			—
Cash flows from financing activities:
Proceeds from a related party		8,000,000			3,049,500
Cash flows provided by financing activities		8,000,000			3,049,500
Net increase in cash		5,347,798			831,955
Cash, beginning of period		7,238,261			46,755
Cash, end of period	$	12,586,059		$	878,710
Supplemental cash flow information:
Interest paid	$	—		$	—
Income taxes paid	$	—		$	—

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

4

WEWARDS, INC.

(formerly Global Entertainment Clubs, Inc.)

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

November 30, 2017

(Unaudited)

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

WEWARDS, INC. (the corporate name of which was Global Entertainment Clubs, Inc. until January 8, 2018) was incorporated in Nevada on September 10, 2013 as Betafox Corp., with the initial intent to manufacture and sell color candles. On April 26, 2015, Giorgos Kallides (the “Seller”), entered into an Agreement for the Purchase of Common Stock (the “Stock Purchase Agreement”) with Future Continental Limited, (“Purchaser”) pursuant to which the Seller agreed to sell to Purchaser, six million (6,000,000) shares of common stock of the Company (the “Shares”) owned by the Seller, constituting approximately 73.8% of the Company’s 8,130,000 issued and outstanding common shares, for $340,000. The sale was consummated on May 11, 2015. As a result of the transfer of the shares, there was a change of control of the Company. The Company’s corporate office is located in Walnut, California.

On August 6, 2016 the Company signed Statements of Work (“SOWs”) with Intellectsoft LLC, an unaffiliated company, to perform services for the development and administration of websites to support a mobile app which will enable consumers to purchase goods with “Future World Group” vouchers, and merchants will be able to sell their goods directly to the users, using this platform.

The SOWs provide that after this mobile app has been developed, Intellectsoft LLC will then proceed to phase 2, which is intended to be the development of this app for trade centers.

In addition to the SOWs with Intellectsoft, between August 20, 2016 and September 27, 2016, the registrant signed five SOWs with hedgehog lab, an unaffiliated UK-based company which is also unaffiliated with Intellectsoft, to provide additional services to the registrant in connection with the app being developed. The objective of these services, to be completed in two phases, is for the Company to become the exclusive worldwide licensee (except in the United States) for (1) creating a white labelled version of Future World which can be packaged up in a way by which small co-operatives of merchants can create their own eco systems of product selling and loyalty point trading, using “Future Vouchers”; (2) taking the current version of the app, improving the identified pain points and providing versions in English and Chinese, to allow the app to be used in Asia, Europe and North America (except the United States), by the merchants and customers in as short a time as possible; (3) having a loyalty point trading platform visualized within the new iOS and Android applications, as well as defining the distribution of future vouchers and loyalty points; and (4) the creation of a prototype of a 3D globe system, visualizing the potential for the globalization of the app into cities.

The Company also intends to be the exclusive licensee of an online gaming platform, F&L Galaxy, Inc. (“F&L”), a company that is affiliated with the Company,, by virtue of common control by the Company’s principal shareholder and CEO, will purchase (from an affiliated, privately-owned company), the blockchain technology for use in setting up the global gaming platform. All IP addresses for the United States will be blocked by the Company, which means that a US-based person will not be able to participate in the global gaming platform. F&L intends to license the technology to the Company exclusively, and on a worldwide basis—except for the United States, and the Company then intends to sublicense the gaming platform to unaffiliated White Label licensees. The White Label sublicensees will pay the Company a sublicense fee for the use of the technology, each time that an end user signs up. As of the date of the filing of this Quarterly Report on Form 10-Q, no definitive agreements have been signed by the Company with F&L, with respect to the gaming platform

As of the date of the filing of this Quarterly Report on Form 10-Q, neither the merchant platform nor the gaming platform has been completely developed, and neither are operational. The Company intends that both the gaming platform and the merchant platform described above will be operational on or before March 31, 2018.

On January 8, 2018, by consent of Lei Pei, the principal shareholder who owns 6,000,000 of Wewards’ 8,130,000 issued and outstanding shares, the Company changed its corporate name in Nevada to WEWARDS, INC. The Company is now in the process of filing with FINRA for a new trading symbol.

5

WEWARDS, INC.

(formerly Global Entertainment Clubs, Inc.)

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

November 30, 2017

(Unaudited)

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company has no revenues to date and an accumulated deficit of $7,900,508. The Company currently has limited working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

Basis of presentation

The Company’s unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of financial statements in conformity with accounting principles generally accepted in 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. Actual results may differ from those estimates. The accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending May 31, 2017. These unaudited condensed financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended May 31, 2017.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents and amounts due to shareholder. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest.

The three levels of valuation hierarchy are defined as follows:

Level 1.	Observable inputs such as quoted prices in active markets;
Level 2.	Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly;
Level 3.	Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

6

WEWARDS, INC.

(formerly Global Entertainment Clubs, Inc.)

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

November 30, 2017

(Unaudited)

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations.

NOTE 4 – PREPAID EXPENSES

As of November 30, 2017, the company had $273,000 of prepaid services. $25,000 was paid to a service provider for consulting services to be provided in December and $248,000 was paid to Intellecsoft for services also to be provided in December.

NOTE 5 – RELATED PARTY LOANS

As of November 30, 2017 and May 31, 2017, the Company owed Sky Rover Holdings, Ltd. (“Sky Rover”), a company controlled by Lei Pei, the Company’s CEO and principal shareholder, $103,415 and $103,415, respectively, for unsecured advances. All funds expended to date from these advances have been used for professional fees, and other general operating purposes. The advances are unsecured, non-interest bearing and due on demand.

As of November 30, 2017 and May 31, 2017, the Company owed another company owned by Mr. Pei $70,740 and $70,740, respectively. All funds expended to date have been used for professional fees, and for other general operating purposes. The loans are unsecured, non-interest bearing and due on demand.

As of November 30, 2017 and May 31, 2017, the Company owed F&L Galaxy, Inc., another company owned by Mr. Pei, $12,582 and $12,582, respectively for software development expense. The loan is unsecured, non-interest bearing and due on demand. F&L Galaxy, Inc.

On February 23, 2017, Sky Rover loaned the Company $1,000,000, which loan is not convertible and is in addition to the $11,000,000 loaned by Sky Rover in the form of convertible notes. The loan is unsecured, bears interest at 5% and is due February 23, 2020. As of November 30, 2017 there is $38,505 of accrued interest on this loan.

Convertible Promissory Note

On each of August 1, 2016 and August 3, 2016, Sky Rover Holdings, Ltd., a California corporation (“Sky Rover”) which is 100% owned by Lei Pei, the CEO and principal shareholder, loaned $500,000 to the Company (total of $1,000,000). Sky Rover was issued an unsecured, 5%, convertible promissory note which is due on August 1, 2019, and is convertible in whole or in part, at the option of the holder, into common shares at any time before the due date, at a conversion price of $0.04 per share (subject to adjustment in the event of stock splits, forward splits, recapitalizations, a merger, etc.). At the option of the Company, the interest may also be paid by issuing restricted shares of common stock, at the same conversion price per share. All funds expended to date have been used for professional fees, other general operating purposes and for payments in accordance with the SOWs discussed in Note 1. As of November 30, 2017 there is $66,977 of accrued interest on this loan.

On September 27, 2016, Sky Rover loaned an additional $2,000,000 to the Company. Sky Rover was issued an unsecured, 5%, convertible promissory note which is due on September 27, 2019, and is convertible, in whole or in part, at the option of the holder, into common shares at any time before the due date, at a conversion price of $0.04 per share (subject to adjustment in the event of stock splits, forward splits, recapitalizations, a merger, etc.). At the option of the Company, the interest may also be paid by issuing restricted shares of common stock, at the same conversion price per share. All funds expended to date have been used for professional fees, other general operating purposes and for payments in accordance with the SOWs discussed in Note 1. As of November 30, 2017 there is $118,120 of accrued interest on this loan.

February 26, 2017, Sky Rover agreed to loan up to an additional $20,000,000 to the Company, of which $8,000,000 was loaned on February 28, 2017. Sky Rover was issued an unsecured, 5%, convertible promissory note which is due on February 26, 2020, and is, in whole or in part, at the option of the holder, convertible into common shares at any time before the due date, at a conversion price of $0.08 per share (subject to adjustment in the event of stock splits, forward splits, recapitalizations, a merger, etc.). At the option of the Company, the interest may also be paid by issuing restricted shares of common stock, at the same conversion price per share. As of November 30, 2017 there is $302,480 of accrued interest on this loan.

7

WEWARDS, INC.

(formerly Global Entertainment Clubs, Inc.)

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

November 30, 2017

(Unaudited)

On November 20, 2017, Sky Rover loaned the remaining $8,000,000 to the Company. Sky Rover was issued an unsecured, 5%, convertible promissory note which is due on November 20, 2020, and is, in whole or in part, at the option of the holder, convertible into common shares at any time before the due date, at a conversion price of $0.08 per share (subject to adjustment in the event of stock splits, forward splits, recapitalizations, a merger, etc.). At the option of the Company, the interest may also be paid by issuing restricted shares of common stock, at the same conversion price per share. As of November 30, 2017 there is $10,959 of accrued interest on this loan.

The two loans of the $8,000,000, combined with the $4,000,000 previously loaned means that Sky Rover has loaned the Company a total of $19,000,000 in convertible debt and $1,000,000 in non-convertible debt since August, 2016.

If and when Sky Rover converts the entire $16,000,000 Note at the present conversion price of $.08 per share to 200,000,000 shares, and assuming that Sky Rover also converts the $3,000,000 in notes which Sky Rover currently holds, at the conversion price of $.04 per share, Sky Rover would be issued a total of 275,000,000 restricted shares of the Company’s common stock. Those shares, plus the 6,000,000 shares Mr. Pei currently owns, would give him beneficial ownership of 283,000,000 of the Company’s 285,130,000 then-issued and outstanding shares (assuming that no other shares are issued before conversion), which would be approximately 98.8% of the then-outstanding shares.

NOTE 6 – PREFERRED STOCK

The Company has authorized preferred stock of 50,000,000 shares, par value $.001 per share. The voting powers, conversion features, if any, designations, preferences, limitations, restrictions and other rights of the preferred stock shall be prescribed by resolution of the Board of Directors at the time a specific series of preferred stock is designated. None of the preferred shares have been issued as of the date of this Report.

NOTE 7 – SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were available to be issued, January 9, 2018, and has determined that it does not have any material subsequent events to disclose in these financial statements.

8

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Annual Report ". Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

RESULTS OF OPERATIONS

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred a loss since inception (September 10, 2013) resulting in an accumulated deficit of $7,900,508 as of November 30, 2017. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.

The ability to continue as a going concern is dependent upon the Company acquiring profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. New management intends to finance operating costs over the next twelve months with loans from related parties, until we acquire an ongoing business, as to which there is no assurance.

Results of Operations for the Three Months ended November 30, 2017 Compared to the Three Months ended November 30, 2016

Operating Expenses

During the three months ended November 30, 2017, we incurred total operating expenses of $1,197,140 compared to $1,574,152 incurred during the three months ended November 30, 2016. In the three months ended November 30, 2017, expenses toward the development and administration of the websites to support our mobile app in accordance with the SOWs discussed in Note 1 totaled $1,007,332 compared to $1,542,177 in the prior period.

Professional fees increased $58,173 to $89,482 from $31,345 in the prior period. Professional fees consist of legal, accounting and audit fees and increased mainly due to increased legal fees.

General and administrative expenses increased $99,370 to $100,326 from $630 in the prior period. The increase is primarily due to consulting expense.

Other Expense

During the three months ended November 30, 2017, we incurred interest expense of $160,547 compared to $30,147 incurred during the three months ended November 30, 2016. The interest expense in the current period is due to the convertible promissory notes with Sky Rover Holdings, Ltd. (Note 4).

Net Loss

Our net loss for the three months ended November 30, 2017 was $1,357,599, compared to a net loss of $1,604,569 for the prior period ended November 30, 2016. The decrease in net loss is a direct result of the decrease in development fees in connection with our mobile app and the increase in interest expense.

Results of Operations for the Six Months ended November 30, 2017 Compared to the Six Months ended November 30, 2016

Operating Expenses

During the six months ended November 30, 2017, we incurred total operating expenses of $2,421,790 compared to $2,217,545 incurred during the six months ended November 30, 2016. In the six months ended November 30, 2017, expenses toward the development and administration of the websites to support our mobile app in accordance with the SOWs discussed in Note 1 totaled $2,038,918 compared to $2,163,883 in the prior period.

9

Professional fees increased $65,927 to $117,122 from $51,195 in the prior period. Professional fees consist of legal, accounting and audit fees and increased mainly due to increased legal fees.

General and administrative expenses increased $263,282 to $265,750 from $2,468 in the prior period. The increase is primarily due to consulting expense.

Other Expense

During the six months ended November 30, 2017, we incurred interest expense of $311,780 compared to $34,584 incurred during the six months ended November 30, 2016. The interest expense in the current period is due to the convertible promissory notes with Sky Rover Holdings, Ltd. (Note 4).

Net Loss

Our net loss for the six months ended November 30, 2017 was $2,733,482, compared to a net loss of $2,252,129 for the prior period ended November 30, 2016. The increase in net loss is a result of the increase in general and administrative expenses and the increase in interest expense.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. During the six months ended November 30, 2017, net cash flows used in operating activities was $2,652,202. For the same period ended November 30, 2016, net cash flows used in operating activities was $2,217,545.

Cash Flows from Investing Activities

We neither received nor used any investments in the six months ended November 30, 2017 or 2016.

Cash Flows from Financing Activities

For the six months ended November 30, 2017, net cash provided by financing activities was $8,000,000. For the six months ended November 30, 2016, net cash from financing activities was $3,049,500, received by way of a loan from our former sole officer, director and principal shareholder.

PLAN OF OPERATION AND FUNDING

Unless and until we acquire an ongoing business, or until our transactions with Intellectsoft and hedgehog labs begin to generate positive cash flow, as to which there is no assurance, we expect that working capital requirements will continue to be funded through related party loans and/or further issuances of other securities. There is no assurance that we will be able to meet our working capital requirement from either possible source.

The Registrant intends to use the proceeds of its related party loans to complete the development of a blockchain empowered platform to link online games with players who would like to earn points while playing games. The points accumulated over time could appreciate in value, and would be available for potential cashout; and the blockchain technology is intended to make "playing games and earning points" more secure and transparent. The Registrant intends to partner with other experienced third-party service providers and marketing firms to match online games with players on our platform.

We have no lines of credit or other bank financing arrangements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, and we might be unable to continue in business.

MATERIAL COMMITMENTS

As of the date of this Quarterly Report, we have the material commitments, in accordance with our SOWs with Intellectsoft and hedgehog labs, which are described in Note 1 of Notes to Financial Statements.

10

PURCHASE OF SIGNIFICANT EQUIPMENT

We do not have any agreements at this time, to purchase any significant equipment during the next twelve months.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

GOING CONCERN

The independent auditors' report accompanying our May 31, 2017 and 2016 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern.

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred a loss since inception (September 10, 2013), resulting in an accumulated deficit of $7,900,508 as of November 30, 2017, and further losses are anticipated unless and until we acquire an ongoing business, as to which there is no assurance. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.

The ability to continue as a going concern is dependent upon the Company acquiring profitable operations in the future and/or obtaining the necessary financing to meet its obligations arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with loans from related parties and/or the private placement of common stock. There is no assurance that funds will be available from either possible source of financing operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

The term “disclosure controls and procedures” (defined in SEC Rule 13a-15(e)) refers to the controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within required time periods. “Disclosure controls and procedures” include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

The Company’s Chief Executive Officer and Chief Financial Officer has evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this annual report (the “Evaluation Date”). Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer noted the deficiencies in internal controls identified in this Item 4. Accordingly, the Company’s Chief Executive Officer and Chief Financial Officer has concluded that, as of the Evaluation Date, such controls and procedures were not effective.

11

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s internal control over financial reporting is a process designed 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. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, 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. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of November 30, 2017 using the criteria established in the 2013 version of “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of November 30, 2017, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

1.

We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the single-member Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.

2.

Lack of segregation of duties—We currently have no employees other than our CEO and CFO—the same person. Therefore, all accounting information is currently reviewed only by one person.

Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the Company’s internal controls.

As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of November 30, 2017, based on criteria established in Internal Control Integrated Framework issued by COSO. There have been no changes in our internal controls and procedures during the quarter ended November 30, 2017.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of November 30, 2017, that occurred during our second fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

12

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The following exhibits are included as part of this report by reference:

Exhibit
Number	Name
31.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1	Certification pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
101	Interactive data files pursuant to Rule 405 of Regulation S-T.

13

SIGNATURES

Pursuant to the requirements 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.

	WEWARDS, INC.
Date: January 11, 2018	By:	/s/ Lei Pei
		Lei Pei
		President and Chief Executive Officer and Chief Financial Officer

14

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Lei Pei, Chief Executive Officer and Chief Financial Officer of WEWARDS, INC., certify that:

1.

I have reviewed this Quarterly Report on Form 10-Q of WEWARDS, INC.;

2.

Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by annual report;

3.

Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d- 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)

designed such disclosure controls and procedures, or caused such disclosure control and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)

evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

d)

disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process summarize and report financial information; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: January 11, 2018

/s/ Lei Pei

Lei Pei,

Chief Executive Officer and

Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of WEWARDS, INC. (the "Company") on Form 10-Q for the period ended November 30, 2017 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: January 11, 2018

/s/ Lei Pei

Lei Pei,

Chief Executive Officer and

Chief Financial Officer

XML

Document and Entity Information - shares	6 Months Ended
	Nov. 30, 2017	Jan. 03, 2018
Document And Entity Information
Entity Registrant Name	WEWARDS, INC.
Entity Central Index Key	0001616156
Document Type	10-Q
Document Period End Date	Nov. 30, 2017
Amendment Flag	false
Current Fiscal Year End Date	--05-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		8,130,000
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2018

XML

BALANCE SHEETS - USD ($)	Nov. 30, 2017	May 31, 2017
Current Assets
Cash	$ 12,586,059	$ 7,238,261
Prepaid expenses	273,000	42,500
Total current assets	12,859,059	7,280,761
Total Assets	12,859,059	7,280,761
Current Liabilities
Accrued interest, related party	537,042	225,262
Due to related parties	186,734	186,734
Total Current Liabilities	723,776	411,996
Long Term Liabilities:
Convertible Notes Payable, related party	20,000,000	12,000,000
Total Liabilities	20,723,776	12,411,996
Stockholders' Equity:
Preferred stock, par value $0.001; 50,000,000 shares authorized, no shares issued and outstanding
Common stock, par value $0.001; 500,000,000 shares authorized, 8,130,000 and 8,130,000 shares issued and outstanding; respectively	8,130	8,130
Additional paid in capital	27,661	27,661
Accumulated deficit	(7,900,508)	(5,167,026)
Total Stockholders' Equity (Deficit)	(7,864,717)	(5,131,235)
Total Liabilities and Stockholders' Equity (Deficit)	$ 12,859,059	$ 7,280,761

XML

BALANCE SHEETS (Parenthetical) - $ / shares	Nov. 30, 2017	May 31, 2017
Statement of Financial Position [Abstract]
Preferred stock par value	$ 0.001	$ 0.001
Preferred stock shares authorized	50,000,000	50,000,000
Preferred stock shares issued	0	0
Preferred stock shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	8,130,000	8,130,000
Common stock, shares outstanding	8,130,000	8,130,000

XML

STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
	Nov. 30, 2017	Nov. 30, 2016	Nov. 30, 2017	Nov. 30, 2016
Income Statement [Abstract]
Revenue
Operating Expenses:
General and administrative	100,326	630	265,750	2,468
Professional fees	89,482	31,345	117,122	51,195
Development expense	1,007,332	1,542,177	2,038,918	2,163,882
Total operating expenses	1,197,140	1,574,152	2,421,790	2,217,545
Loss from operations	(1,197,140)	(1,574,152)	(2,421,790)	(2,217,545)
Other expense:
Interest expense	(160,547)	(30,417)	(311,780)	(34,584)
Interest income	88		88
Total other expense	(160,459)	(30,417)	(311,692)	(34,584)
Loss before provision for income taxes	(1,357,599)	(1,604,569)	(2,733,482)	(2,252,129)
Provision for Income Taxes
Net Loss	$ (1,357,599)	$ (1,604,569)	$ (2,733,482)	$ (2,252,129)
Net loss per share - basic	$ (0.17)	$ (0.20)	$ (0.34)	$ (0.28)
Weighted average shares outstanding, basic & diluted	8,130,000	8,130,000	8,130,000	8,130,000

XML

STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended
	Nov. 30, 2017	Nov. 30, 2016
Cash flows from operating activities:
Net loss for the period	$ (2,733,482)	$ (2,252,129)
Changes in assets and liabilities:
Prepaid assets	(230,500)
Accounts payable and accrued liabilities	311,780	34,584
Cash flows used in operating activities	(2,652,202)	(2,217,545)
Cash flows from investing activities:
Cash flows from financing activities:
Proceeds from a related party	8,000,000	3,049,500
Cash flows provided by financing activities	8,000,000	3,049,500
Net increase in cash	5,347,798	831,955
Cash, beginning of period	7,238,261	46,755
Cash, end of period	12,586,059	878,710
Supplemental cash flow information:
Interest paid
Income taxes paid

XML

ORGANIZATION AND NATURE OF BUSINESS

6 Months Ended

Nov. 30, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION AND NATURE OF BUSINESS

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

WEWARDS, INC. (the corporate name of which was Global Entertainment Clubs, Inc. until January 8, 2018) was incorporated in Nevada on September 10, 2013 as Betafox Corp., with the initial intent to manufacture and sell color candles. On April 26, 2015, Giorgos Kallides (the “Seller”), entered into an Agreement for the Purchase of Common Stock (the “Stock Purchase Agreement”) with Future Continental Limited, (“Purchaser”) pursuant to which the Seller agreed to sell to Purchaser, six million (6,000,000) shares of common stock of the Company (the “Shares”) owned by the Seller, constituting approximately 73.8% of the Company’s 8,130,000 issued and outstanding common shares, for $340,000. The sale was consummated on May 11, 2015. As a result of the transfer of the shares, there was a change of control of the Company. The Company’s corporate office is located in Walnut, California.

On August 6, 2016 the Company signed Statements of Work (“SOWs”) with Intellectsoft LLC, an unaffiliated company, to perform services for the development and administration of websites to support a mobile app which will enable consumers to purchase goods with “Future World Group” vouchers, and merchants will be able to sell their goods directly to the users, using this platform.

The SOWs provide that after this mobile app has been developed, Intellectsoft LLC will then proceed to phase 2, which is intended to be the development of this app for trade centers.

In addition to the SOWs with Intellectsoft, between August 20, 2016 and September 27, 2016, the registrant signed five SOWs with hedgehog lab, an unaffiliated UK-based company which is also unaffiliated with Intellectsoft, to provide additional services to the registrant in connection with the app being developed. The objective of these services, to be completed in two phases, is for the Company to become the exclusive worldwide licensee (except in the United States) for (1) creating a white labelled version of Future World which can be packaged up in a way by which small co-operatives of merchants can create their own eco systems of product selling and loyalty point trading, using “Future Vouchers”; (2) taking the current version of the app, improving the identified pain points and providing versions in English and Chinese, to allow the app to be used in Asia, Europe and North America (except the United States), by the merchants and customers in as short a time as possible; (3) having a loyalty point trading platform visualized within the new iOS and Android applications, as well as defining the distribution of future vouchers and loyalty points; and (4) the creation of a prototype of a 3D globe system, visualizing the potential for the globalization of the app into cities.

The Company also intends to be the exclusive licensee of an online gaming platform, F&L Galaxy, Inc. (“F&L”), a company that is affiliated with the Company,, by virtue of common control by the Company’s principal shareholder and CEO, will purchase (from an affiliated, privately-owned company), the blockchain technology for use in setting up the global gaming platform. All IP addresses for the United States will be blocked by the Company, which means that a US-based person will not be able to participate in the global gaming platform. F&L intends to license the technology to the Company exclusively, and on a worldwide basis—except for the United States, and the Company then intends to sublicense the gaming platform to unaffiliated White Label licensees. The White Label sublicensees will pay the Company a sublicense fee for the use of the technology, each time that an end user signs up. As of the date of the filing of this Quarterly Report on Form 10-Q, no definitive agreements have been signed by the Company with F&L, with respect to the gaming platform

As of the date of the filing of this Quarterly Report on Form 10-Q, neither the merchant platform nor the gaming platform has been completely developed, and neither are operational. The Company intends that both the gaming platform and the merchant platform described above will be operational on or before March 31, 2018.

On January 8, 2018, by consent of Lei Pei, the principal shareholder who owns 6,000,000 of Wewards’ 8,130,000 issued and outstanding shares, the Company changed its corporate name in Nevada to WEWARDS, INC. The Company is now in the process of filing with FINRA for a new trading symbol.

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GOING CONCERN

6 Months Ended

Nov. 30, 2017

Going Concern

GOING CONCERN

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company has no revenues to date and an accumulated deficit of $7,900,508. The Company currently has limited working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

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SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

6 Months Ended

Nov. 30, 2017

Accounting Policies [Abstract]

SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

Basis of presentation

The Company’s unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of financial statements in conformity with accounting principles generally accepted in 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. Actual results may differ from those estimates. The accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending May 31, 2017. These unaudited condensed financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended May 31, 2017.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents and amounts due to shareholder. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest.

The three levels of valuation hierarchy are defined as follows:

Level 1.	Observable inputs such as quoted prices in active markets;
Level 2.	Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly;
Level 3.	Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations.

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PREPAID EXPENSES

6 Months Ended

Nov. 30, 2017

Prepaid Expense, Current [Abstract]

PREPAID EXPENSES

NOTE 4 – PREPAID EXPENSES

As of November 30, 2017, the company had $273,000 of prepaid services. $25,000 was paid to a service provider for consulting services to be provided in December and $248,000 was paid to Intellecsoft for services also to be provided in December.

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RELATED PARTY LOANS

6 Months Ended

Nov. 30, 2017

Debt Disclosure [Abstract]

RELATED PARTY LOANS

NOTE 5 – RELATED PARTY LOANS

As of November 30, 2017 and May 31, 2017, the Company owed Sky Rover Holdings, Ltd. (“Sky Rover”), a company controlled by Lei Pei, the Company’s CEO and principal shareholder, $103,415 and $103,415, respectively, for unsecured advances. All funds expended to date from these advances have been used for professional fees, and other general operating purposes. The advances are unsecured, non-interest bearing and due on demand.

As of November 30, 2017 and May 31, 2017, the Company owed another company owned by Mr. Pei $70,740 and $70,740, respectively. All funds expended to date have been used for professional fees, and for other general operating purposes. The loans are unsecured, non-interest bearing and due on demand.

As of November 30, 2017 and May 31, 2017, the Company owed F&L Galaxy, Inc., another company owned by Mr. Pei, $12,582 and $12,582, respectively for software development expense. The loan is unsecured, non-interest bearing and due on demand. F&L Galaxy, Inc.

On February 23, 2017, Sky Rover loaned the Company $1,000,000, which loan is not convertible and is in addition to the $11,000,000 loaned by Sky Rover in the form of convertible notes. The loan is unsecured, bears interest at 5% and is due February 23, 2020. As of November 30, 2017 there is $38,505 of accrued interest on this loan.

Convertible Promissory Note

On each of August 1, 2016 and August 3, 2016, Sky Rover Holdings, Ltd., a California corporation (“Sky Rover”) which is 100% owned by Lei Pei, the CEO and principal shareholder, loaned $500,000 to the Company (total of $1,000,000). Sky Rover was issued an unsecured, 5%, convertible promissory note which is due on August 1, 2019, and is convertible in whole or in part, at the option of the holder, into common shares at any time before the due date, at a conversion price of $0.04 per share (subject to adjustment in the event of stock splits, forward splits, recapitalizations, a merger, etc.). At the option of the Company, the interest may also be paid by issuing restricted shares of common stock, at the same conversion price per share. All funds expended to date have been used for professional fees, other general operating purposes and for payments in accordance with the SOWs discussed in Note 1. As of November 30, 2017 there is $66,977 of accrued interest on this loan.

On September 27, 2016, Sky Rover loaned an additional $2,000,000 to the Company. Sky Rover was issued an unsecured, 5%, convertible promissory note which is due on September 27, 2019, and is convertible, in whole or in part, at the option of the holder, into common shares at any time before the due date, at a conversion price of $0.04 per share (subject to adjustment in the event of stock splits, forward splits, recapitalizations, a merger, etc.). At the option of the Company, the interest may also be paid by issuing restricted shares of common stock, at the same conversion price per share. All funds expended to date have been used for professional fees, other general operating purposes and for payments in accordance with the SOWs discussed in Note 1. As of November 30, 2017 there is $118,120 of accrued interest on this loan.

February 26, 2017, Sky Rover agreed to loan up to an additional $20,000,000 to the Company, of which $8,000,000 was loaned on February 28, 2017. Sky Rover was issued an unsecured, 5%, convertible promissory note which is due on February 26, 2020, and is, in whole or in part, at the option of the holder, convertible into common shares at any time before the due date, at a conversion price of $0.08 per share (subject to adjustment in the event of stock splits, forward splits, recapitalizations, a merger, etc.). At the option of the Company, the interest may also be paid by issuing restricted shares of common stock, at the same conversion price per share. As of November 30, 2017 there is $302,480 of accrued interest on this loan.

On November 20, 2017, Sky Rover loaned the remaining $8,000,000 to the Company. Sky Rover was issued an unsecured, 5%, convertible promissory note which is due on November 20, 2020, and is, in whole or in part, at the option of the holder, convertible into common shares at any time before the due date, at a conversion price of $0.08 per share (subject to adjustment in the event of stock splits, forward splits, recapitalizations, a merger, etc.). At the option of the Company, the interest may also be paid by issuing restricted shares of common stock, at the same conversion price per share. As of November 30, 2017 there is $10,959 of accrued interest on this loan.

The two loans of the $8,000,000, combined with the $4,000,000 previously loaned means that Sky Rover has loaned the Company a total of $19,000,000 in convertible debt and $1,000,000 in non-convertible debt since August, 2016.

If and when Sky Rover converts the entire $16,000,000 Note at the present conversion price of $.08 per share to 200,000,000 shares, and assuming that Sky Rover also converts the $3,000,000 in notes which Sky Rover currently holds, at the conversion price of $.04 per share, Sky Rover would be issued a total of 275,000,000 restricted shares of the Company’s common stock. Those shares, plus the 6,000,000 shares Mr. Pei currently owns, would give him beneficial ownership of 283,000,000 of the Company’s 285,130,000 then-issued and outstanding shares (assuming that no other shares are issued before conversion), which would be approximately 98.8% of the then-outstanding shares.

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PREFERRED STOCK

6 Months Ended

Nov. 30, 2017

Equity [Abstract]

PREFERRED STOCK

NOTE 6 – PREFERRED STOCK

The Company has authorized preferred stock of 50,000,000 shares, par value $.001 per share. The voting powers, conversion features, if any, designations, preferences, limitations, restrictions and other rights of the preferred stock shall be prescribed by resolution of the Board of Directors at the time a specific series of preferred stock is designated. None of the preferred shares have been issued as of the date of this Report.

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SUBSEQUENT EVENTS

6 Months Ended

Nov. 30, 2017

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 7 – SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were available to be issued, January 9, 2018, and has determined that it does not have any material subsequent events to disclose in these financial statements.

XML

SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Nov. 30, 2017

Accounting Policies [Abstract]

Basis of presentation

Basis of presentation

The Company’s unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of financial statements in conformity with accounting principles generally accepted in 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. Actual results may differ from those estimates. The accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending May 31, 2017. These unaudited condensed financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended May 31, 2017.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents and amounts due to shareholder. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest.

The three levels of valuation hierarchy are defined as follows:

Level 1.	Observable inputs such as quoted prices in active markets;
Level 2.	Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly;
Level 3.	Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations.

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ORGANIZATION AND NATURE OF BUSINESS (Details) - USD ($)	1 Months Ended
	Apr. 30, 2015	Nov. 30, 2017	May 31, 2017	Apr. 26, 2015
Number of common shares sold through stock purchase agreement				6,000,000
Percentage of issued and outstanding stock sold through stock purchase agreement				73.80%
Common stock, shares issued		8,130,000	8,130,000	8,130,000
Common stock, shares outstanding		8,130,000	8,130,000	8,130,000
Proceeds from issuance of common stock	$ 340,000

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GOING CONCERN (Details) - USD ($)	Nov. 30, 2017	May 31, 2017
Going Concern
Accumulated deficit	$ 7,900,508	$ 5,167,026

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PREPAID EXPENSES (Details) - USD ($)	Nov. 30, 2017	May 31, 2017
Prepaid expenses	$ 273,000	$ 42,500
Service Provider [Member]
Prepaid expenses	25,000
Intellectsoft [Member]
Prepaid expenses	$ 248,000

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RELATED PARTY LOANS (Details) - USD ($)						6 Months Ended
	Nov. 20, 2017	Feb. 28, 2017	Feb. 23, 2017	Sep. 27, 2016	Aug. 03, 2016	Nov. 30, 2017	Nov. 30, 2016	May 31, 2017	Feb. 26, 2017
Related Party Transaction [Line Items]
Due to a related party						$ 186,734		$ 186,734
Proceeds from a related party						8,000,000	$ 3,049,500
Convertible Notes Payable - Related Party						20,000,000		12,000,000
Accrued interest, related party						$ 537,042		225,262
Number of shares outstanding if debt converted						285,130,000
CEO [Member] | Sky Rover Holdings, Ltd. [Member]
Related Party Transaction [Line Items]
Due to a related party						$ 103,415		103,415
Convertible Notes Payable - Related Party						19,000,000
Notes Payable - Related Party						$ 1,000,000
Shares of restricted stock issued if convertible debt is converted						275,000,000
Current number of shares owned						6,000,000
Number of shares owned if debt converted						283,000,000
Percentage of shares owned if debt converted						98.80%
CEO [Member] | Sky Rover Holdings, Ltd. [Member] | Maximum [Member]
Related Party Transaction [Line Items]
Loan commitment									$ 20,000,000
CEO [Member] | Company owned by CEO [Member]
Related Party Transaction [Line Items]
Due to a related party						$ 70,740		70,740
CEO [Member] | Sky Rover Holdings, Ltd. Transaction One [Member]
Related Party Transaction [Line Items]
Proceeds from a related party					$ 1,000,000
Interest rate					5.00%
Maturity date					Aug. 01, 2019
Conversion price					$ 0.04
Accrued interest, related party						66,977
CEO [Member] | Sky Rover Holdings, Ltd. Transaction Two [Member]
Related Party Transaction [Line Items]
Proceeds from a related party				$ 2,000,000
Interest rate				5.00%
Maturity date				Sep. 27, 2019
Conversion price				$ 0.04
Accrued interest, related party						118,120
CEO [Member] | Sky Rover Holdings, Ltd. Transaction Three [Member]
Related Party Transaction [Line Items]
Proceeds from a related party		$ 8,000,000
Interest rate		5.00%
Maturity date		Feb. 26, 2020
Conversion price		$ 0.08
Accrued interest, related party						302,480
Shares of restricted stock issued if convertible debt is converted		100,000,000
CEO [Member] | F&L Galaxy, Inc. [Member]
Related Party Transaction [Line Items]
Due to a related party						12,582		$ 12,582
CEO [Member] | Sky Rover Holdings, Ltd. Transaction Four [Member]
Related Party Transaction [Line Items]
Proceeds from a related party			$ 1,000,000
Interest rate			5.00%
Maturity date			Feb. 23, 2020
Accrued interest, related party						38,505
CEO [Member] | Sky Rover Holdings, Ltd. Transaction Five [Member]
Related Party Transaction [Line Items]
Proceeds from a related party	$ 8,000,000
Interest rate	5.00%
Maturity date	Nov. 20, 2020
Conversion price	$ 0.08
Accrued interest, related party						$ 10,959

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PREFERRED STOCK (Details) - $ / shares	Nov. 30, 2017	May 31, 2017
Equity [Abstract]
Preferred stock par value	$ 0.001	$ 0.001
Preferred stock shares authorized	50,000,000	50,000,000
Preferred stock shares issued	0	0