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 February 28, 2019
¨	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: 000-55957

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.)

2960 West Sahara Avenue Las Vegas, NV	89102
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: 702-944-5599

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 every Interactive Data File required to be submitted 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 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 þ 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 April 9, 2019, the registrant had 107,483,450 shares of common stock issued and outstanding. No active trading has been established as of March 27, 2019.

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	11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	12
ITEM 4. CONTROLS AND PROCEDURES	13
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS	15
ITEM 1A. RISK FACTORS	15
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	15
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	15
ITEM 4. MINE SAFETY DISCLOSURES	15
ITEM 5. OTHER INFORMATION	15
ITEM 6. EXHIBITS	15
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.

INDEX TO FINANCIAL STATEMENTS

Condensed Balance Sheets as of February 28, 2019 and May 31, 2018 (Unaudited)	2
Condensed Statements of Operations for the three and nine months ended February 28, 2019 and 2018 (Unaudited)	3
Condensed Statement of Stockholders’ Equity (Deficit) for the nine months ended February 28, 2019 and 2018 (Unaudited)	4
Condensed Statements of Cash Flows for the nine months ended February 28, 2019 and 2018 (Unaudited)	5
Notes to the Condensed Financial Statements (Unaudited)	6

1

WEWARDS, INC.

CONDENSED BALANCE SHEETS

(unaudited)

	February 28, 2019			May 31, 2018
ASSETS
Current Assets:
Cash	$	4,634,639		$	10,794,298
Prepaid expenses		54,406			316,666
Total current assets		4,689,045			11,110,964
Intangible assets		806,325			374,125
Total Assets	$	5,495,370		$	11,485,089
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Accounts payable	$	12,478		$	160,536
Accrued interest, related party		777,396			785,293
Due to a related party		225,272			190,272
Total Current Liabilities		1,015,146			1,136,101
Long Term Liabilities:
Convertible notes payable, related party		10,500,000			17,000,000
Total Liabilities		11,515,146			18,136,101
Stockholders’ Equity (Deficit):
Preferred stock, par value $0.001; 50,000,000 shares authorized, no shares issued		—			—
Common stock, par value $0.001; 500,000,000 shares authorized, 107,483,450 and 88,733,450 shares issued and outstanding; respectively		107,483			88,733
Additional paid in capital		5,083,349			3,171,197
Accumulated deficit		(11,210,608	)		(9,910,942	)
Total Stockholders’ Deficit		(6,019,776	)		(6,651,012	)
Total Liabilities and Stockholders’ Deficit	$	5,495,370		$	11,485,089

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

2

WEWARDS, INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	For the three months ended February 28,						For the nine months ended February 28,
	2019			2018			2019			2018
Revenue	$	—		$	—		$	—		$	—
Expenses:
General and administrative		195,011			464,259			776,482			847,131
General and administrative – related party		134			—			468			—
Rent expense – related party		42,882			—			138,479			—
Research and Development expense		—			393,260			15,218			2,432,178
Total expenses		238,027			857,519			930,647			3,279,309
Other expense:
Interest income		22,846			789			53,996			877
Interest expense - related parties		(131,850	)		(246,575	)		(423,015	)		(558,355	)
Total other expense		(109,004	)		(245,786	)		(369,019	)		(557,478	)
Loss before provision for income taxes		(347,031	)		(1,103,305	)		(1,299,666	)		(3,836,787	)
Provision for Income Taxes		—			—			—			—
Net Loss	$	(347,031	)	$	(1,103,305	)	$	(1,299,666	)	$	(3,836,787	)
Net loss per share – basic and diluted	$	(0.00	)	$	(0.14	)	$	(0.01	)	$	(0.47	)
Weighted average shares outstanding – basic and diluted		107,483,450			8,130,000			105,635,822			8,130,000

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

3

WEWARDS, INC.

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

	Common Stock				Additional Paid in		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance at May 31, 2017		8,130,000	$	8,130	$	27,661	$	(5,167,026	)	$	(5,131,235	)
Net loss		—		—		—		(3,836,787	)		(3,836,787	)
Balance at February 28, 2018		8,130,000	$	8,130	$	27,661	$	(9,003,813	)	$	(8,968,022	)

	Common Stock				Additional Paid in		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance at May 31, 2018		88,733,450	$	88,733	$	3,171,197	$	(9,910,942	)	$	(6,651,012	)
Stock issued for conversion of debt		18,750,000		18,750		1,481,250		—			1,500,000
Forgiveness of accrued interest – related party		—		—		430,902		—			430,902
Net loss		—		—		—		(1,299,666	)		(1,299,666	)
Balance at February 28, 2019		107,483,450	$	107,483	$	5,083,349	$	(11,210,608	)	$	(6,019,776	)

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

4

WEWARDS, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Nine Months Ended February,
	2019			2018
Cash flows from operating activities:
Net loss for the period	$	(1,299,666	)	$	(3,836,787	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in assets and liabilities:
Prepaid expenses		262,260			(17,500	)
Accrued interest		423,005			—
Accounts payable		(148,058	)		621,621
Cash flows used in operating activities		(762,459	)		(3,232,666	)
Cash flows from investing activities:
Intangible assets		(432,200	)		—
Cash flows used in investing activities		(432,200	)		—
Cash flows from financing activities:
Proceeds from a related party		35,000			8,038,539
Repayment of related party loan		(5,000,000	)		—
Cash flows provided by (used in) financing activities		(4,965,000	)		8,038,539
Net increase (decrease) in cash		(6,159,659	)		4,805,873
Cash, beginning of period		10,794,298			7,238,261
Cash, end of period	$	4,634,639		$	12,044,134
Supplemental cash flow information:
Interest paid	$	—		$	—
Income taxes paid	$	—		$	—
Supplemental disclosure of non-cash activity:
Related party debt converted to common stock	$	1,500,000		$	—
Forgiveness of accrued interest, related party, classified to additional paid in capital	$	430,902		$	—

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

5

WEWARDS, INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

February 28, 2019

(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 Las Vegas, NV.

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 has now acquired this technology from an affiliated entity and owns this technology.

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, the merchant platform has been completely developed, and the Company owns this technology; however, no licensee has yet been signed by the Company, and no revenues have been generated.  The gaming platform described above has not yet been completed and is not operational.

January 8, 2018, by consent of Lei Pei, the principal shareholder, the Company changed its corporate name in Nevada to WEWARDS, INC. The Company’s trading symbol is now WEWA.

6

WEWARDS, INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

February 28, 2019

 (Unaudited)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of February 28, 2019 and the results of operations and cash flows for the periods presented. The results of operations for the periods presented are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended May 31, 2018 filed with the SEC.

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.

Software Development cost

The Company expenses software development costs, including costs to develop software products or the software component of products to be sold, leased, or marketed to external users, before technological feasibility is reached. Technological feasibility is typically reached shortly before the release of such products. Software development costs also include costs to develop software to be used solely to meet internal needs and cloud-based applications used to deliver our services. The Company capitalizes development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed, and the software will be used to perform the function intended. Capitalization ends, and amortization begins when the product is available for general release to customers.

Impairment of Intangible Assets

The Company reviews intangible assets for impairment when events or changes in circumstances indicate the carrying amount may not be recoverable. The Company measures recoverability of these assets by comparing the carrying amounts to the future undiscounted cash flows that the assets or the asset group are expected to generate. If the carrying value of the assets are not recoverable, the impairment recognized is measured as the amount by which the carrying value of the asset exceeds its fair value.

Reclassifications

Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the three and nine months ended February 28, 2019.

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 condensed 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 3 – GOING CONCERN

The accompanying condensed unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Although the Company currently has $4,634,639 of cash as of February 28, 2019, it also has total liabilities of $11,515,146 and has not completed its efforts to establish a stabilized source of revenues sufficient to cover its operating costs over an extended period of time. The Company has no revenues to date, an accumulated deficit of $11,210,608 and a stockholders’ deficit of $6,019,776.

7

WEWARDS, INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

February 28, 2019

 (Unaudited)

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. These conditions and the ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. The condensed financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

NOTE 4 – INTANGIBLE ASSETS

During the year ended May 31, 2018, the Company began to capitalize costs incurred for the development of its software programs to be used in its revenue generating operation. As of May 31, 2018, and February 28, 2019, the Company had capitalized $806,325 and $374,125, respectively.

NOTE 5 – PREPAID EXPENSES

As of February 28, 2019, the company had $54,406 of prepaid services for technical support fees and consulting services to be provided over the next several months.

NOTE 6 – RELATED PARTY TRANSACTIONS

As of February 28, 2019, and May 31, 2018, the Company owed a 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 February 28, 2019 and May 31, 2018, the Company owed F&L Galaxy, Inc., (a Company owned by Weward’s CEO), $12,582 and $12,582, respectively for software development expense. The loan is unsecured, non-interest bearing and due on demand.

On March 16, 2018, Wewards Inc. entered into a Master IT Services Agreement with F&L Galaxy Inc., by which F&L Galaxy Inc. agreed to provide technical support services to Wewards. Per the terms of the agreement the Company paid $350,000 on April 2, 2018 for services to be provided from April 1, 2018 through March 31, 2019. As of February 28, 2019, the Company has expensed $320,834 and has a prepaid expense to F&L Galaxy of $29,166 (Note 5).

As of February 28, 2019,and May 31, 2018, the Company owed Mr. Pei $141,950 and $106,950, 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.

For the nine months ended February 28, 2019, the Company imputed interest at 5% on the above loans, accruing $7,194 to accrued interest expense.

On March 1, 2018, the Company began occupying its new corporate headquarters at 2960 West Sahara Avenue, Las Vegas, NV 89102. The Company signed a five-year sublease with United Power, Inc. (“Power”), an affiliate of the Company by reason of common ownership with Lei Pei, the Company’s sole officer and director and majority shareholder, at a base monthly rent of $15,000, plus a possible increase of up to 3% each year based on increases, if any, of the Consumer Price Index. The building is owned by Future Property Limited (“Future”), another affiliate of the Company because of common ownership; Future entered into a lease with Power, and the Company then sublet the space from Power. The Company is occupying the space for executive and administrative offices. Rent expense for the nine months ended February 28, 2019 was $138,479.

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. On March 5, 2018, Sky Rover converted the $1,000,000 and $79,990 of accrued interest into 26,999,750 shares of common stock, repaying this loan in full.

8

WEWARDS, INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

February 28, 2019

 (Unaudited)

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. On March 5, 2018, Sky Rover converted the $2,000,000 and $144,148 of accrued interest into 53,603,700 shares of common stock, repaying this loan in full.

On February 23, 2017, Sky Rover loaned an additional $1,000,000 to the Company. Sky Rover was issued an unsecured, 5%, convertible promissory note which is due on February 23, 2020, 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 $0.08 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. 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. On June 26, 2018, the Company repaid the $1,000,000 loan. Sky Rover waived all accrued and unpaid interest of $66,998, which has been credited to additional paid in capital.

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. On June 26, 2018, the Company repaid the $4,000,000 of the loan. In addition, Sky Rover converted $1,500,000 into the common shares, at the Notes’ conversion price of $.08 per share. As a result of this conversion, the Company issued a total of 18,750,000 shares. Sky Rover waived accrued and unpaid interest of $363,904, which has been credited to additional paid in capital. As of February 28, 2019, there is $2,500,000 and $251,111 of principal and accrued interest, respectively, due 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 February 28, 2019 there is $509,589 of accrued interest on this loan.

If and when Sky Rover converts the remaining $10,500,000 of Notes at the present conversion price of $.08 per share to 131,250,000 shares, those shares, plus the approximate 101,353,450 shares Mr. Pei currently owns, would give him beneficial ownership of 232,603,450 of the Company’s 238,733,450 then-issued and outstanding shares (assuming that no other shares are issued before conversion), which would be approximately 97.4% of the then-outstanding shares.

NOTE 7 – COMMITMENTS AND CONTINGENCIES

On March 1, 2018, the Company began occupying its new corporate headquarters at 2960 West Sahara Avenue, Las Vegas, NV 89102. The Company signed a five-year sublease with United Power, Inc. an affiliate of the Company (Note 6), at a base monthly rent of $15,000, plus a possible increase of up to 3% each year based on increases, if any, of the Consumer Price Index. The Company is occupying the space for executive and administrative offices.

Future minimum lease payments for the Company’s new corporate headquarters (Note 6) are as follows:

Years ending May 31,
2019	$	45,000
2020		180,000
2021		180,000
2022		180,000
2023		180,000
Total	$	765,000

9

WEWARDS, INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

February 28, 2019

 (Unaudited)

NOTE 8 – 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 9 – SUBSEQUENT EVENTS

Management has performed an evaluation of subsequent events through the date that the unaudited condensed financial statements were available to be issued and has determined that it does not have any material subsequent events to disclose in these condensed financial statements.

10

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

The following discussion should be read in conjunction with our condensed financial statements, including the notes thereto, appearing elsewhere in this quarterly 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 Quarterly Report ". Our unaudited condensed financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

RESULTS OF OPERATIONS

Results of Operations for the Three Months ended February 28, 2019 Compared to the Three Months ended February 28, 2018

General and administrative

During the three months ended February 28, 2019, we incurred total operating expenses of $238,027 compared to $857,519 incurred during the three months ended February 28, 2018. In the three months ended February 28, 2019, expenses toward the development and administration of the websites to support our mobile app in accordance with the SOWs discussed in Note 1 totaled $0 compared to $393,260 in the prior period. We also incurred general and administrative expenses of $238,027 compared to $434,259 in the prior period, a decrease of $196,232 or 45.2%. The decrease can be attributed to a decrease in consulting and other professional fees.

Other Expense

During the three months ended February 28, 2019, we incurred interest expense to related parties, net of interest income, of $109,001 compared to $245,786 of interest expense incurred during the three months ended February 28, 2018, a decrease of $136,782, or 55.6%. Interest expense is due to the convertible promissory notes with Sky Rover Holdings, Ltd. (Note 5) and has decreased due to the conversion of and repayment of some of those notes.

Net Loss

Our net loss for the three months ended February 28, 2019 was $347,031, compared to a net loss of $1,103,305 for the prior period ended February 28, 2018. The decrease in net loss is a direct result of the decrease in development fees in connection with our mobile app as well as the decreased in general and administrative expense as discussed above.

Results of Operations for the Nine Months ended February 28, 2019 Compared to the Nine Months ended February 28, 2018

General and administrative

During the nine months ended February 28, 2019, we incurred total operating expenses of $930,647 compared to $3,279,309 incurred during the nine months ended February 28, 2018. In the nine months ended February 28, 2019, expenses toward the development and administration of the websites to support our mobile app in accordance with the SOWs discussed in Note 1 totaled $15,218 compared to $2,432,178 in the prior period. During the current period a majority of these expenses have been capitalized. We also incurred general and administrative expenses of $915,429 compared to $847,131 in the prior period, an increase of $68,298 or 8%. The increase can be attributed to an increase in technical support and advertising and promotion expense in the beginning of the fiscal year.

Other Expense

During the nine months ended February 28, 2019, we incurred interest expense to related parties, net of interest income, of $369,019 compared to $557,478 of interest expense incurred during the nine months ended February 28, 2018, a decrease of $188,459, or 33.8%. Interest expense is due to the convertible promissory notes with Sky Rover Holdings, Ltd. (Note 5) and has decreased due to the conversion of and repayment of some of those notes.

Net Loss

Our net loss for the nine months ended February 28, 2019 was $1,299,666, compared to a net loss of $3,836,787 for the prior period ended February 28, 2018. The decrease in net loss is a direct result of the decrease in development fees in connection with our mobile app.

11

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. During the nine months ended February 28, 2019, net cash flows used in operating activities was $762,459. For the same period ended February 28, 2018, net cash flows used in operating activities was $3,232,666.

Cash Flows from Investing Activities

During the nine months ended February 28, 2019, we used $432,200 in investing activities compared to $0 for the same period ended February 28, 2018.

Cash Flows from Financing Activities

For the nine months ended February 28, 2019, net cash used in financing activities was $4,965,000. For the nine months ended February 28, 2018, net cash from financing activities was $8,038,539. In 2018, $35,000 was received by way of a loan from our sole officer, director and principal shareholder, and the Company repaid $5,000,000 on the related party loans. (see Note 6)

As of February 28, 2019, the company had cash of $4,634,639 to be used for operation over at least the next twelve months.

PLAN OF OPERATION AND FUNDING

Unless and until we acquire an ongoing business, or until we begin to generate revenues and positive cash flow from the merchant platform or the game platform, 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.

We have no lines of credit or other bank financing arrangements. To date, we have been wholly dependent upon our CEO and majority shareholder Mr. Pei, and his affiliated companies, to provide financing to the Registrant, most of the time via convertible loans. 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.

As of the date of the filing of this Quarterly Report on Form 10-Q, the merchant platform has been completely developed, and the Company owns this technology; however, no licensee has yet been signed by the Company, and no revenues have been generated. The game platform described above has not yet been completed and is not operational.

MATERIAL COMMITMENTS

As of the date of this Quarterly Report, we do not have any material commitments.

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.

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.

12

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 quarterly 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.

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 February 28, 2019 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 February 28, 2019, 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.	We did not maintain appropriate cash controls – As of February 28, 2019, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’ s bank accounts.
3.	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 February 28, 2019, based on criteria established in Internal Control Integrated Framework issued by COSO.  The Company has adopted new procedures, which were approved by the Board of Directors on September 14, 2018, and were filed as an Exhibit to the Company’s Annual Report, which was filed with the SEC on September 20, 2018.

13

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 February 28, 2019, that occurred during our second fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. However, as noted above, on September 14, 2018, the Company adopted new procedures, which were approved by the Board of Directors on September 14, 2018, and were filed as an Exhibit to the Company’s Annual Report, which was filed with the SEC on September 20, 2018.

14

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

On October 11, 2018, the Board of Directors of WEWARDS, INC. approved the appointment of PRAGER METIS, LLC, CPAs (“PragerMetis”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2019, and dismissed Michael Gillespie & Associates, PLLC. The engagement of PRAGER METIS was approved by the Company’s Board of Directors.

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.

15

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: April 12, 2019	By:	/s/ Lei Pei
		Lei Pei
		President and Chief Executive Officer and Chief Financial Officer

16

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 this 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: April 12, 2019

/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 February 28, 2019 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: April 12, 2019

/s/ Lei Pei

Lei Pei,

Chief Executive Officer and

Chief Financial Officer

XML

Document and Entity Information - shares	9 Months Ended
	Feb. 28, 2019	Apr. 09, 2019
Document And Entity Information
Entity Registrant Name	WEWARDS, INC.
Entity Central Index Key	0001616156
Document Type	10-Q
Document Period End Date	Feb. 28, 2019
Amendment Flag	false
Current Fiscal Year End Date	--05-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Common Stock, Shares Outstanding		107,483,450
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2019

XML

CONDENSED BALANCE SHEETS - USD ($)	Feb. 28, 2019	May 31, 2018
Current Assets
Cash	$ 4,634,639	$ 10,794,298
Prepaid expenses	54,406	316,666
Total current assets	4,689,045	11,110,964
Intangible assets	806,325	374,125
Total Assets	5,495,370	11,485,089
Current Liabilities
Accounts payable	12,478	160,536
Accrued interest, related party	777,396	785,293
Due to a related party	225,272	190,272
Total Current Liabilities	1,015,146	1,136,101
Long Term Liabilities:
Convertible notes payable, related party	10,500,000	17,000,000
Total Liabilities	11,515,146	18,136,101
Stockholders' Equity (Deficit):
Preferred stock, par value $0.001; 50,000,000 shares authorized, no shares issued
Common stock, par value $0.001; 500,000,000 shares authorized, 107,483,450 and 88,733,450 shares issued and outstanding; respectively	107,483	88,733
Additional paid in capital	5,083,349	3,171,197
Accumulated deficit	(11,210,608)	(9,910,942)
Total Stockholders' Deficit	(6,019,776)	(6,651,012)
Total Liabilities and Stockholders' Deficit	$ 5,495,370	$ 11,485,089

XML

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Feb. 28, 2019	May 31, 2018
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, share issued	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	107,483,450	88,733,450
Common stock, shares outstanding	107,483,450	88,733,450

XML

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Feb. 28, 2019	Feb. 28, 2018	Feb. 28, 2019	Feb. 28, 2018
Income Statement [Abstract]
Revenue
Expenses:
General and administrative	195,011	464,259	776,482	847,131
General and administrative - related party	134		468
Rent expense - related party	42,882		138,479
Research and Development expense		393,260	15,218	2,432,178
Total expenses	238,027	857,519	930,647	3,279,309
Other expense:
Interest income	22,846	789	53,996	877
Interest expense - related parties	(131,850)	(246,575)	(423,015)	(558,355)
Total other expense	(109,004)	(245,786)	(369,019)	(557,478)
Loss before provision for income taxes	(347,031)	(1,103,305)	(1,299,666)	(3,836,787)
Provision for Income Taxes
Net Loss	$ (347,031)	$ (1,103,305)	$ (1,299,666)	$ (3,836,787)
Net loss per share - basic and diluted	$ (0.00)	$ (0.14)	$ (0.01)	$ (0.47)
Weighted average shares outstanding - basic and diluted	107,483,450	8,130,000	105,635,822	8,130,000

XML

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Common Stock [Member]	Additional Paid In Capital [Member]	Accumulated Deficit [Member]	Total
Beginning balance at May. 31, 2017	$ 8,130	$ 27,661	$ (5,167,026)	$ (5,131,235)
Beginning balance, shares at May. 31, 2017	8,130,000			8,130,000
Forgiveness of accrued interest - related party
Net loss			(3,836,787)	(3,836,787)
Ending balance at Feb. 28, 2018	$ 8,130	27,661	(9,003,813)	(8,968,022)
Ending balance, shares at Feb. 28, 2018	8,130,000
Beginning balance at May. 31, 2018	$ 88,733	3,171,197	(9,910,942)	$ (6,651,012)
Beginning balance, shares at May. 31, 2018	88,733,450			88,733,450
Stock issued for conversion of debt	$ 18,750	1,481,250		$ 1,500,000
Stock issued for conversion of debt Shares	18,750,000
Forgiveness of accrued interest - related party		430,902		430,902
Net loss			(1,299,666)	(1,299,666)
Ending balance at Feb. 28, 2019	$ 107,483	$ 5,083,349	$ (11,210,608)	$ (6,019,776)
Ending balance, shares at Feb. 28, 2019	107,483,450			107,483,450

XML

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Feb. 28, 2019	Feb. 28, 2018
Cash flows from operating activities:
Net loss for the period	$ (1,299,666)	$ (3,836,787)
Changes in assets and liabilities:
Prepaid expenses	262,260	(17,500)
Accrued interest	423,005
Accounts payable	(148,058)	621,621
Cash flows used in operating activities	(762,459)	(3,232,666)
Cash flows from investing activities:
Intangible assets	(432,200)
Cash flows used in investing activities	(432,200)
Cash flows from financing activities:
Proceeds from a related party	35,000	8,038,539
Repayment of related party loan	(5,000,000)
Cash flows provided by (used in) financing activities	(4,965,000)	8,038,539
Net increase (decrease) in cash	(6,159,659)	4,805,873
Cash, beginning of period	10,794,298	7,238,261
Cash, end of period	4,634,639	12,044,134
Supplemental cash flow information:
Interest paid
Income taxes paid
Supplemental disclosure of non-cash activity:
Related party debt converted to common stock	1,500,000
Forgiveness of accrued interest, related party, classified to additional paid in capital	$ 430,902

XML

ORGANIZATION AND NATURE OF BUSINESS

9 Months Ended

Feb. 28, 2019

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 Las Vegas, NV.

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 has now acquired this technology from an affiliated entity and owns this technology.

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, the merchant platform has been completely developed, and the Company owns this technology; however, no licensee has yet been signed by the Company, and no revenues have been generated. The gaming platform described above has not yet been completed and is not operational.

January 8, 2018, by consent of Lei Pei, the principal shareholder, the Company changed its corporate name in Nevada to WEWARDS, INC. The Company’s trading symbol is now WEWA.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Feb. 28, 2019

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of February 28, 2019 and the results of operations and cash flows for the periods presented. The results of operations for the periods presented are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended May 31, 2018 filed with the SEC.

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.

Software Development cost

The Company expenses software development costs, including costs to develop software products or the software component of products to be sold, leased, or marketed to external users, before technological feasibility is reached. Technological feasibility is typically reached shortly before the release of such products. Software development costs also include costs to develop software to be used solely to meet internal needs and cloud-based applications used to deliver our services. The Company capitalizes development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed, and the software will be used to perform the function intended. Capitalization ends, and amortization begins when the product is available for general release to customers.

Impairment of Intangible Assets

The Company reviews intangible assets for impairment when events or changes in circumstances indicate the carrying amount may not be recoverable. The Company measures recoverability of these assets by comparing the carrying amounts to the future undiscounted cash flows that the assets or the asset group are expected to generate. If the carrying value of the assets are not recoverable, the impairment recognized is measured as the amount by which the carrying value of the asset exceeds its fair value.

Reclassifications

Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the three and nine months ended February 28, 2019.

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 condensed 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.

XML

GOING CONCERN

9 Months Ended

Feb. 28, 2019

Loan commitment

GOING CONCERN

NOTE 3 – GOING CONCERN

The accompanying condensed unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Although the Company currently has $4,634,639 of cash as of February 28, 2019, it also has total liabilities of $11,515,146 and has not completed its efforts to establish a stabilized source of revenues sufficient to cover its operating costs over an extended period of time. The Company has no revenues to date, an accumulated deficit of $11,210,608 and a stockholders’ deficit of $6,019,776.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. These conditions and the ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. The condensed financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

XML

INTANGIBLE ASSETS

9 Months Ended

Feb. 28, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS

NOTE 4 – INTANGIBLE ASSETS

During the year ended May 31, 2018, the Company began to capitalize costs incurred for the development of its software programs to be used in its revenue generating operation. As of May 31, 2018, and February 28, 2019, the Company had capitalized $806,325 and $374,125, respectively.

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PREPAID EXPENSES

9 Months Ended

Feb. 28, 2019

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

PREPAID EXPENSES

NOTE 5 – PREPAID EXPENSES

As of February 28, 2019, the company had $54,406 of prepaid services for technical support fees and consulting services to be provided over the next several months.

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RELATED PARTY TRANSACTIONS

9 Months Ended

Feb. 28, 2019

Debt Disclosure [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 6 – RELATED PARTY TRANSACTIONS

As of February 28, 2019, and May 31, 2018, the Company owed a 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 February 28, 2019 and May 31, 2018, the Company owed F&L Galaxy, Inc., (a Company owned by Weward’s CEO), $12,582 and $12,582, respectively for software development expense. The loan is unsecured, non-interest bearing and due on demand.

On March 16, 2018, Wewards Inc. entered into a Master IT Services Agreement with F&L Galaxy Inc., by which F&L Galaxy Inc. agreed to provide technical support services to Wewards. Per the terms of the agreement the Company paid $350,000 on April 2, 2018 for services to be provided from April 1, 2018 through March 31, 2019. As of February 28, 2019, the Company has expensed $320,834 and has a prepaid expense to F&L Galaxy of $29,166 (Note 5).

As of February 28, 2019, and May 31, 2018, the Company owed Mr. Pei $141,950 and $106,950, 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.

For the nine months ended February 28, 2019, the Company imputed interest at 5% on the above loans, accruing $7,194 to accrued interest expense.

On March 1, 2018, the Company began occupying its new corporate headquarters at 2960 West Sahara Avenue, Las Vegas, NV 89102. The Company signed a five-year sublease with United Power, Inc. (“Power”), an affiliate of the Company by reason of common ownership with Lei Pei, the Company’s sole officer and director and majority shareholder, at a base monthly rent of $15,000, plus a possible increase of up to 3% each year based on increases, if any, of the Consumer Price Index. The building is owned by Future Property Limited (“Future”), another affiliate of the Company because of common ownership; Future entered into a lease with Power, and the Company then sublet the space from Power. The Company is occupying the space for executive and administrative offices. Rent expense for the nine months ended February 28, 2019 was $138,479.

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. On March 5, 2018, Sky Rover converted the $1,000,000 and $79,990 of accrued interest into 26,999,750 shares of common stock, repaying this loan in full.

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. On March 5, 2018, Sky Rover converted the $2,000,000 and $144,148 of accrued interest into 53,603,700 shares of common stock, repaying this loan in full.

On February 23, 2017, Sky Rover loaned an additional $1,000,000 to the Company. Sky Rover was issued an unsecured, 5%, convertible promissory note which is due on February 23, 2020, 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 $0.08 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. 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. On June 26, 2018, the Company repaid the $1,000,000 loan. Sky Rover waived all accrued and unpaid interest of $66,998, which has been credited to additional paid in capital.

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. On June 26, 2018, the Company repaid the $4,000,000 of the loan. In addition, Sky Rover converted $1,500,000 into the common shares, at the Notes’ conversion price of $.08 per share. As a result of this conversion, the Company issued a total of 18,750,000 shares. Sky Rover waived accrued and unpaid interest of $363,904, which has been credited to additional paid in capital. As of February 28, 2019, there is $2,500,000 and $251,111 of principal and accrued interest, respectively, due 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 February 28, 2019 there is $509,589 of accrued interest on this loan.

If and when Sky Rover converts the remaining $10,500,000 of Notes at the present conversion price of $.08 per share to 131,250,000 shares, those shares, plus the approximate 101,353,450 shares Mr. Pei currently owns, would give him beneficial ownership of 232,603,450 of the Company’s 238,733,450 then-issued and outstanding shares (assuming that no other shares are issued before conversion), which would be approximately 97.4% of the then-outstanding shares.

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COMMITMENTS AND CONTINGENCIES

9 Months Ended

Feb. 28, 2019

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 7 – COMMITMENTS AND CONTINGENCIES

On March 1, 2018, the Company began occupying its new corporate headquarters at 2960 West Sahara Avenue, Las Vegas, NV 89102. The Company signed a five-year sublease with United Power, Inc. an affiliate of the Company (Note 6), at a base monthly rent of $15,000, plus a possible increase of up to 3% each year based on increases, if any, of the Consumer Price Index. The Company is occupying the space for executive and administrative offices.

Future minimum lease payments for the Company’s new corporate headquarters (Note 6) are as follows:

Years ending May 31,
2019	$	45,000
2020		180,000
2021		180,000
2022		180,000
2023		180,000
Total	$	765,000

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PREFERRED STOCK

9 Months Ended

Feb. 28, 2019

Equity [Abstract]

PREFERRED STOCK

NOTE 8 – 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

9 Months Ended

Feb. 28, 2019

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 9 – SUBSEQUENT EVENTS

Management has performed an evaluation of subsequent events through the date that the unaudited condensed financial statements were available to be issued and has determined that it does not have any material subsequent events to disclose in these condensed financial statements.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Feb. 28, 2019

Accounting Policies [Abstract]

Basis of presentation

Basis of presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of February 28, 2019 and the results of operations and cash flows for the periods presented. The results of operations for the periods presented are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended May 31, 2018 filed with the SEC.

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.

Software Development cost

Software Development cost

The Company expenses software development costs, including costs to develop software products or the software component of products to be sold, leased, or marketed to external users, before technological feasibility is reached. Technological feasibility is typically reached shortly before the release of such products. Software development costs also include costs to develop software to be used solely to meet internal needs and cloud-based applications used to deliver our services. The Company capitalizes development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed, and the software will be used to perform the function intended. Capitalization ends, and amortization begins when the product is available for general release to customers.

Impairment of Intangible Assets

Impairment of Intangible Assets

The Company reviews intangible assets for impairment when events or changes in circumstances indicate the carrying amount may not be recoverable. The Company measures recoverability of these assets by comparing the carrying amounts to the future undiscounted cash flows that the assets or the asset group are expected to generate. If the carrying value of the assets are not recoverable, the impairment recognized is measured as the amount by which the carrying value of the asset exceeds its fair value.

Reclassifications

Reclassifications

Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the three and nine months ended February 28, 2019.

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 condensed 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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COMMITMENTS AND CONTINGENCIES (Tables)

9 Months Ended

Feb. 28, 2019

Commitments and Contingencies Disclosure [Abstract]

Minimum Future Lease Payments

Future minimum lease payments for the Company’s new corporate headquarters (Note 6) are as follows:

Years ending May 31,
2019	$	45,000
2020		180,000
2021		180,000
2022		180,000
2023		180,000
Total	$	765,000

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ORGANIZATION AND NATURE OF BUSINESS (Details) - USD ($)	1 Months Ended
	Apr. 30, 2015	Feb. 28, 2019	May 31, 2018	May 31, 2017	Apr. 26, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
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		107,483,450	88,733,450		8,130,000
Common stock, shares outstanding		107,483,450	88,733,450	8,130,000	8,130,000
Proceeds from issuance of common stock	$ 340,000

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GOING CONCERN (Details) - USD ($)	3 Months Ended		9 Months Ended
	Feb. 28, 2019	Feb. 28, 2018	Feb. 28, 2019	Feb. 28, 2018	May 31, 2018	May 31, 2017
Loan commitment
Cash	$ 4,634,639	$ 12,044,134	$ 4,634,639	$ 12,044,134	$ 10,794,298	$ 7,238,261
Total Liabilities	11,515,146		11,515,146		18,136,101
Accumulated deficit	11,210,608		11,210,608		9,910,942
Revenue
Total Stockholders' Deficit	$ 6,019,776	$ 8,968,022	$ 6,019,776	$ 8,968,022	$ 6,651,012	$ 5,131,235

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INTANGIBLE ASSETS (Details) - USD ($)	Feb. 28, 2019	May 31, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible assets	$ 806,325	$ 374,125

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PREPAID EXPENSES (Details) - USD ($)	Feb. 28, 2019	May 31, 2018
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaids	$ 54,406	$ 316,666

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RELATED PARTY TRANSACTIONS (Details) - USD ($)									3 Months Ended	9 Months Ended
	Feb. 28, 2019	Jun. 26, 2018	Mar. 05, 2018	Nov. 20, 2017	Feb. 28, 2017	Feb. 23, 2017	Sep. 27, 2016	Aug. 03, 2016	Feb. 28, 2019	Feb. 28, 2019	Feb. 28, 2018	May 31, 2018	Apr. 02, 2018	Feb. 26, 2017
Related Party Transaction [Line Items]
Due to a related party	$ 225,272								$ 225,272	$ 225,272		$ 190,272
Proceeds from a related party										35,000	$ 8,038,539
Prepaid expense	54,406								54,406	54,406		316,666
Convertible Notes Payable - Related Party	10,500,000								10,500,000	10,500,000		17,000,000
Accrued interest	777,396								777,396	777,396		$ 785,293
Number of shares outstanding if debt converted												232,603,450
Percentage of shares owned if debt converted												97.40%
Monthly base rent	15,000								15,000	15,000
Rent expense									42,882	138,479
Stock issued for conversion of debt										1,500,000
Repayment of related party loan										5,000,000
Sky Rover Holdings, Ltd. [Member]
Related Party Transaction [Line Items]
Convertible Notes Payable - Related Party	2,500,000								2,500,000	2,500,000
Accrued interest	251,111								251,111	251,111
Accrued and upaid interest waived		$ 363,904
Shares issued in conversion		18,750,000
Sky Rover Holdings, Ltd. [Member] | Convertible promissory note [Member]
Related Party Transaction [Line Items]
Stock issued for conversion of debt		$ 1,500,000
Repayment of related party loan		4,000,000
CEO [Member]
Related Party Transaction [Line Items]
Due to a related party	$ 141,950								$ 141,950	$ 141,950		$ 106,950
Interest rate	5.00%								5.00%	5.00%
Accrued interest	$ 7,194								$ 7,194	$ 7,194
CEO [Member] | Company owned by CEO [Member]
Related Party Transaction [Line Items]
Due to a related party	70,740								70,740	70,740		70,740
CEO [Member] | F&L Galaxy, Inc. [Member]
Related Party Transaction [Line Items]
Due to a related party	12,582								12,582	12,582		$ 12,582
Prepaid expense	29,166								29,166	29,166			$ 350,000
Payments for technical support services	320,834
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
Stock issued for conversion of debt			$ 1,079,990
Stock issued for conversion of debt Shares			26,999,750
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
Stock issued for conversion of debt			$ 2,144,148
Stock issued for conversion of debt Shares			53,603,700
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
Conversion price						$ .08
Repayment of related party loan		1,000,000
Accrued and upaid interest waived		$ 66,998
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
CEO [Member] | Sky Rover Holdings, Ltd. [Member] | Maximum [Member]
Related Party Transaction [Line Items]
Loan commitment														$ 20,000,000
CEO [Member] | Sky Rover Holdings, Ltd. Transaction Four [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	$ 509,589								$ 509,589	$ 509,589

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COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	Feb. 28, 2019	May 31, 2018
Commitments and Contingencies Disclosure [Abstract]
2019		$ 45,000
2020		180,000
2021		180,000
2022		180,000
2023		180,000
Total		$ 765,000
Monthly base rent	$ 15,000
Maximum possible rent increase per year, percentage	3.00%

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PREFERRED STOCK (Details) - $ / shares	Feb. 28, 2019	May 31, 2018
Equity [Abstract]
Preferred stock shares authorized	50,000,000	50,000,000
Preferred stock par value	$ 0.001	$ 0.001