SecProbe.io

January 15, 2020
Xiaogang Qin
Chief Executive Officer
Wunong Net Technology Co Ltd
B401, 4th Floor Building 12, Hangcheng Street
Hourui No. 2 Industrial District
Southern Section, Zhichuang Juzhen Double Creative Park
Bao’an District, Shenzhen, People’s Republic of China
Re:Wunong Net Technology Co Ltd
Amendment No. 2 to Draft Registration Statement
Submitted December 16, 2019
CIK No. 0001787803
Dear Mr. Qin:
            We have reviewed your draft registration statement 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 this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Registration Statement Submitted December 16, 2019
Prospectus Summary, page 2
1.Please revise the summary to make clear that investors will own shares in a holding
company that does not directly own all of its operations in China and to distinguish the
business of your variable interest entity from your other subsidiaries. Please also disclose
in the summary that the shareholders of your VIE may have interests that conflict with
you.
2.Please provide a summary discussion of the various commissions payable to customers,
suppliers, search agents, and local service centers.  In addition, please balance your

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discussion of competitive strengths by providing a summary of the most significant risk
factors you face.
Risk Factors, page 11
3.Please tell us what consideration you have given to including a risk factor disclosing any
material cybersecurity risks. Refer to Section II.A.2 of the Commission Statement and
Guidance on Public Company Cybersecurity Disclosures, Release Nos. 33-10459 and 34-
82746 (Feb. 21, 2018).
We may engage in future acquisitions, page 17
4.While we note that you intend "to build an integrated group" of businesses, your
acquisition strategy remains unclear.  In an appropriate place in your prospectus, please
expand your disclosure to provide a brief description of your acquisition plans, including
the types of opportunities you intend to explore.  Alternatively, clarify that management
has not yet determined the types of businesses that you will target or the terms of any
potential acquisitions.
Risks Related to Our Business and Industry
Our significant shareholders..., page 20
5.Please revise this risk factor to discuss the risks to investors in the offering associated with
the controlling shareholders' ability to independently control the operations of the
company, including the election of directors.
The master lease and sub-leases over our headquarters, page 22
6.In an appropriate place in your prospectus, please disclose your contingency plans, if any,
should the sub-leases related to your headquarters and restaurant be declared invalid.  In
this regard, we note your disclosure that you may be evicted and required to pay
additional damages.
Operating Activities, page 55
7.We are unable to reconcile the changes in working capital on page F-25 to your narrative
statement of changes in working capital of $478,569.  Please review and revise as
appropriate.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Cost of Revenue and Gross Profit, page 58
8.In your discussions of interim period results you included a comparative table by product
category of net revenue and cost of revenue.  Please advise why you do not believe a
similar table is necessary in your discussion of the results for the year ended December
31, 2017.

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Contractual Obligations, page 60
9.Please confirm that none of the liabilities, other than obligations under operating
leases, disclosed on the balance sheet represent contractual obligations.  Otherwise, please
disclose the information required by paragraph (a)(5) of Item 303 of Regulation S-K in
tabular format.
Sale of Food Products on our Website, page 70
10.We note your references in the prospectus to "registered users" and "active users." Please
revise to explain the difference. In addition, please clarify whether any of your users are
required to pay monthly or annual fees to use your website.
11.Please revise to provide further detail about your product offerings.  For instance, provide
examples of the Green Food, Organic Food, ICH Products, Agri GI Products and
Pollution-free Products available on your website. In addition, please discuss the extent to
which these products (or similar products) may be available to the public from sources
other than your online store, including other e-grocery stores, organic brick-and-mortar
stores, directly from the farm, or otherwise.
Our Suppliers, page 71
12.You disclose on page 85 that two of your competitive strengths are your strategic
partnerships with local service centers and your extensive supply chain.  Please describe
how these partnerships were developed, how they may be terminated, the nature and
general terms of any agreements regarding them, and whether they are exclusive.  In
addition, provide information about how the local service centers are staffed, their
geographic reach, and their role in your negotiations with suppliers.
Restaurants, page 72
13.We note that you have soft-launched your first restaurant in Shenzhen.  Please discuss the
timing of your anticipated rollout of company-owned restaurants.  In addition, please
disclose, to the extent known, when you expect to begin franchising, the expected
structure of your franchising business, how you will generate revenue from your
franchisees, risks and uncertainties related to operating a franchise business, and your
management’s experience with franchising.
14.You disclose on page 50 that your online store offers more than 400 different types of
food products.  Please provide additional disclosure about the qualifications and capacity
of your quality control team to conduct inspections of hundreds of different types of food
products throughout China.

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Exclusive Technology Consulting Services Agreement, page 75
15.We note the formula used to calculate the monthly service fee payable under the exclusive
technology consulting services agreement. To better contextualize this information for
investors, please disclose the typical range of monthly payments made under the contract.
Expand our customer base through online and offline marketing activities, page 86
16.Please disclose the amount of revenue generated by your social media promotions and
your metrics for tracking this information.
Executive Compensation, page 101
17.Please update your executive compensation disclosure to include information as of the
most recently completed fiscal year.
Shares eligible for future sales, page 118
18.Please revise the amount of Ordinary Shares that will be outstanding upon completion of
the offering, not including shares underlying Underwriter Warrants and assuming no
exercise of the Underwriter’s over-allotment to purchase 450,000 Ordinary Shares. In this
regard, 2,3000,000 appears to be a typographical error.
Taxation, page 118
19.We note your statement that the disclosure in this section relating to BVI "is the opinion
of Harney Westwood & Riegels LP."  Please file an opinion of counsel that states that the
tax disclosure in this section of the prospectus is the opinion of counsel and otherwise
meets the requirements set forth in Staff Legal Bulletin No. 19.  Refer also to Item
601(b)(8) of Regulation S-K and Section III.B.2 of Staff Legal Bulletin No. 19.  If you do
not believe that you are required to provide such an opinion, please tell us why and file a
consent pursuant to Securities Act Rule 436.  Refer to Sections III.A.2 and IV of Staff
Legal Bulletin No. 19.  This comment also applies to your statement that the disclosure in
this section relating to the United States "is the opinion of Sichenzia Ross Ference LLP."
Plan of Distribution, page 125
20.We note that you refer to selling stockholders throughout this section.  To the extent that
selling shareholders are expected to participate in this offering, please revise this
prospectus accordingly.
Consolidated Statements of Operations and Comprehensive Income/(Loss), page F-4
21.Please disclose the amount of income tax expense or benefit allocated to each component
of other comprehensive income, including reclassification adjustments in this statement
or disclose the amount in the notes to the financial statements. This comment also applies
to the interim statement on page F-23.

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Notes to Consolidated Financial Statements
Note 3. Summary of Significant Accounting Policies
Revenue recognition, page F-11
22.You discuss your pre-ordering service on page 71.  Please tell us the amount of revenue
recognized from these orders for the year ended December 31, 2018 and the six months
ended June 30, 2019.  Please also tell us how you record the initial payments received
from customers and when revenue is recognized on these orders, as well as how your
accounting treatment complies with Topic 606.  Please also explain the relationship, if
any, between payments received on pre-orders and the Advances from Customers line
item on the balance sheets.
23.Please give us examples of any other promises included in your contracts with customers
that are not separately identifiable from the transfer of individual goods. Please explain
why such other promises are not considered distinct and describe the timing of the
recognition of revenue associated with such promises.
24.Please advise whether you charge your customers shipping and handling for online
purchases of goods.  If so, please disclose where such amounts have been classified in
your consolidated statements of operations and comprehensive income (loss).  Please
make it clear in your disclosure under Cost of Revenues whether shipping and handling
costs are expense as incurred or are expensed in conjunction with sale of your products
assuming there is a timing difference between when you incur such expenses and delivery
of the product.
Value Added Taxes ("VAT"), page F-14
25.Please disclose how VAT are reflected in revenues and expenses and explain to us your
basis for the treatment selected.
Note 12. Commitments
Operating Lease, page F-20
26.Please revise to include any variable lease costs, cash paid for amounts included in the
measurement of lease liabilities, segregated between operating and financing cash flows,
and weighted-average remaining lease term.  Refer to ASC 842-20-50-4.
Exhibits
27.We note your exhibit 5.1.  It is not appropriate to limit your opinion to specific documents
or inquiries as indicated in Schedule 1.  Please revise your opinion, as necessary, to clarify
that counsel has reviewed all matters and made such inquiries as are necessary to render
its opinion.

 FirstName LastNameXiaogang Qin
 Comapany NameWunong Net Technology Co Ltd
 January 15, 2020 Page 6
 FirstName LastName
Xiaogang Qin
Wunong Net Technology Co Ltd
January 15, 2020
Page 6
28.Also, with regard to exhibit 5.1, it is inappropriate to include assumptions in a legal
opinion that are too broad, assume material facts underlying the opinion or any readily
ascertainable facts. Please have counsel remove the assumption in paragraph (5) of
Schedule 2 in Exhibit 5.1, or tell us why it is necessary and appropriate.
            You may contact Ta Tanisha Meadows at (202) 551-3322 or Jim Allegretto at (202) 551-
3849 if you have questions regarding comments on the financial statements and related
matters.  Please contact Daniel Morris at (202) 551-3314 or Lilyanna Peyser at (202) 551-3222
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Benjamin Tan, Esq.