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SEC Comment Letter for WEWARDS, INC. (WEWA) (CIK 0001616156) (WEWA) — Nov 16, 2016

WEWARDS, INC. (WEWA) (CIK 0001616156)
Date: Nov. 16, 2016 · CIK: 0001616156 · Accession: 0000000000-16-101241

AI Filing Summary & Sentiment

File numbers found in text: 333-197968

Date
November 16, 2016
Author
/s/ W John Cash
Form
UPLOAD
Company
WEWARDS, INC. (WEWA) (CIK 0001616156)

Letter

Mail Stop 4631 November 16, 2016 Via E -mail Mr. Lei Pei Chief Executive Officer Future World Group, Inc. 301 South Brea Canyon Road Walnut, CA 91789

Re: Future World Group, Inc. Form 10 -K for the Fiscal Year Ended May 31, 2016 Filed August 25, 2016 Form 10 -Q for the Fiscal Quarter Ended August 31, 201 6 Filed October 21, 2016 File No. 333-197968

Dear Mr. Pei :

We have limited our review of your filing to the financial statements and related disclosures and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.

Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Form 10 -K for the Fiscal Year Ended May 31, 2016

Item 8. Financial and Supplementary Data, page 5 Report of Independent Registered Public Accounting Firm, page 6

1. We note that the opinion paragraph of the audit report includes the phrase “subject to the condition noted in the following paragraph .” Based on this language, it is not clear to us if your auditor intended to provide an unqualified opinion with an explanatory paragraph related to a going concern or a qualif ied opinion due to the going concern. Please obtain a revised report from your independent accountant and include the revised report in an amendment to the Form 10 -K to address the following:

Mr. Lei Pei Future World Group, Inc. November 16, 2016 Page 2

 If your auditor intended to provide an unqualified opinion with an explanatory paragraph related to a going concern, your auditor should exclude the phrase, noted above, from the opinion paragraph of the report and state, in clear and unqualified language, that in their opinion your financial statements are presented fairly, in accordance with generally accepted accounting principles in the United States of America, if accurate. Refer to AS 2415 and AS 3101.  If your auditor intended to provide a qualified opinion due to the going concern, the report would be required to comply with AS 3101; however, be advised qualified opinions do not satisfy the requirements of Article 2 of Regulation S -X.

Item 9A. Controls and Procedures, page 15 Management’s Annual Report on Internal Control Over Financial Reporting, page 15

2. Please revise future filings to clarify which version, 1992 or 2013, of the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission’s Internal Control — Integrated Framework you utilized when performing your assessment of internal control over financial reporting .

Form 10 -Q for the Fiscal Quarter Ended August 31, 2016

Item 4. Controls and Procedures, page 12 Changes in Internal Control over Financial Reporting, page 12

3. Please revise your disclosure in future filings to disclose whether there have been any changes in your internal controls and procedures during the most recently completed quarter. See Item 308 of Regulation S -K.

We remind you that the company and its mana gement are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or a bsence of action by the staff.

You may contact Dale Welcome at (202) 551 -3865 or Jeffrey Gordon at (202) 551 -3866 with any questi ons.

Sincerely,
/s/ W John Cash

Show Raw Text
Mail Stop 4631

November 16, 2016

Via E -mail
Mr. Lei Pei
Chief  Executive  Officer
Future World Group, Inc.
301 South Brea Canyon Road
Walnut, CA   91789

Re: Future World Group, Inc.
 Form 10 -K for the Fiscal Year Ended May 31, 2016
 Filed August 25, 2016
 Form 10 -Q for the Fiscal Quarter Ended August 31, 201 6
 Filed  October 21, 2016
 File No. 333-197968

Dear Mr. Pei :

We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments within ten business days by  providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please  tell us why in your response.

After reviewing your response to these comments,  we may have additional comments.

Form 10 -K for the Fiscal Year Ended May 31, 2016

Item 8. Financial and Supplementary Data, page 5
Report of Independent Registered Public Accounting Firm, page 6

1. We note that the opinion paragraph of the audit report includes the phrase “subject to the
condition noted in the following paragraph .”  Based on this language, it is not clear to us
if your auditor intended to provide an unqualified opinion with an explanatory paragraph
related to a going concern or a qualif ied opinion due to the going concern.  Please obtain
a revised report from your independent accountant and include the revised report in an
amendment to the Form 10 -K to address the following:

Mr. Lei Pei
Future World Group, Inc.
November 16, 2016
Page 2

  If your auditor intended to provide an unqualified opinion with  an explanatory
paragraph related to a going concern, your auditor should exclude the phrase,
noted above, from the opinion paragraph of the report and state, in clear and
unqualified language, that in their opinion your financial statements are presented
fairly, in accordance with generally accepted accounting principles in the United
States of America, if accurate.  Refer to AS 2415 and AS 3101.
 If your auditor intended to provide a qualified opinion due to the going concern,
the report would be required to comply with AS 3101; however, be advised
qualified opinions do not satisfy the requirements of Article 2 of Regulation S -X.

Item 9A. Controls and Procedures, page 15
Management’s Annual Report on Internal Control Over Financial Reporting, page 15

2. Please revise future filings to clarify which version, 1992 or 2013, of the criteria set forth
by the Committee of Sponsoring Organizations of the Treadway Commission’s Internal
Control — Integrated Framework  you utilized when performing your assessment of
internal control over financial reporting .

Form 10 -Q for the Fiscal Quarter Ended August 31, 2016

Item 4. Controls and Procedures, page 12
Changes in Internal Control over Financial Reporting, page 12

3. Please revise your disclosure in future filings to disclose whether there have been any
changes in your internal controls and procedures during the most recently completed
quarter.  See Item 308 of Regulation S -K.

We remind you that the company and its mana gement are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or a bsence of
action by the staff.

You may contact Dale Welcome at (202) 551 -3865 or Jeffrey Gordon at (202) 551 -3866
with any questi ons.

Sincerely,

 /s/ W John Cash

W. John Cash
Accounting Branch Chief
Office of Manufacturing and
Construction