UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549


FORM 8-A


FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934


WEWARDS, INC.

(Exact name of registrant as specified in its charter)


Nevada

 

33-1230099

(State of incorporation or organization)

 

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


2960 West Sahara Avenue, Las Vegas, NV 89102

(Address of principal executive offices) (Zip Code)


Securities to be registered to Section 12(b) of the Act:


Title of each class
to be so registered

 

Name of each exchange on which
each class is to be registered

N/A

 

N/A

 

 

 


If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box.   ¨

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box.   þ

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.   ¨

Securities Act registration statement or Regulation A offering statement file number to which this form relates: _____________ (if applicable)

Securities to be registered pursuant to Section 12(g) of the Act:


Common Stock, $.001 par value

(Title of class)

 

(Title of class)


 

 





INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1.  Description of Registrant’s Securities to be Registered.

A description of the common stock, par value $0.001 per share (the "Common Stock"), of Wewards, Inc., a Nevada corporation (the "Registrant"), to be registered hereunder is set forth under the caption "Description of Securities to be Registered" in the prospectus included in the Registrant's registration statement on Form S-1/A (Registration Statement No. 333-197968) declared effective by the Securities and Exchange Commission (the "Commission") on October 3, 2014, as subsequently amended, including any amendment or report updating such description, and is incorporated herein by reference.

Item 2.  Exhibits.

The following exhibits are filed as a part of this Registration Statement:


Exhibit No.

  

Description of Exhibit

  

  

  

3.1

  

Articles of Incorporation of Wewards, Inc., f/k/a Betafox Corp. (1)

3.2

  

Bylaws of Wewards, Inc., f/k/a Betafox Corp. (1)

3.3

  

Amended and Restated Articles of Incorporation, changing corporate name to Global Entertainment Clubs, Inc. (2)

3.4

 

Amendment to Articles of Incorporation, changing corporate name to Wewards, Inc. (3)

4.1

 

Form of common stock certificate (3)

———————

(1)  Incorporated by reference to exhibits on Registrant’s Registration Statement on Form S-1 (SEC File No. 333-197968) filed August 8, 2014.


(2)  Incorporated by reference to exhibit 8.03 on Registrant’s Form 8-K filed March 1, 2017.


(3)  Filed herewith.


* Information pertaining to our common stock is contained in our Amended and Restated Articles of Incorporation and our Bylaws.







SIGNATURE


Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.


 

WEWARDS, INC.

 

 

 

 

Date: July 2, 2018

By:

/s/ Lei Pei

 

 

Lei Pei, CEO

 

 

 

 

 

 









EXHIBIT 3.4


[WEWA_EX3Z4002.GIF]

BARBARA K. CEGAVSKE

Secretary of State

204 North Carson Street

Carson City, Nevada 89701-4201

(775) 684-5708

Website: www.nvsos.gov


 

Certificate of Amendment

(PURSUANT TO NRS 78.385 AND 78.390)

 

 

 

 

 

 

 

 

 

 

 


USE BLACK INK ONLY - DO NOT HIGHLIGHT

ABOVE SPACE IS FOR OFFICE USE ONLY


Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)


1. Name of corporation:


Global Entertainment Clubs, Inc.


2. The articles have been amended as follows: (provide article numbers, if available)


"The name of this corporation is WEWARDS, INC."


3. The vote by which the stockholders holding shares in the corporation entitling them to exercise a least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is:   6,000,000 of 8,130,000 issued and outstanding shares


4. Effective date and time of filing: (optional)

Date:

Time:

 

(must not be later than 90 days after the certificate is filed)


5. Signature: (required)


X /s/ Lei Pei

 

Signature of Officer                       

 


*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.


IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.






EXHIBIT 4.1


 

NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT

 

 

INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA

 

 

 

 

 

CUSIP NO. 96207P 10 3

 

W EWARDS , I NC .

 

 

 

 

NUMBER

 

SHARES

 

 

 

 

AUTHORIZED COMMON STOCK: 500,000,000 SHARES

 

 

PAR VALUE: $0.001

 

 

 

 

 

 

 

 

 

 

 

This Certifies that

 

 

 

 

 

 

 

is the record holder of

 

 

 

 

 

 

 

 

Shares of Wewards, Inc. Common Stock

 

  

 

 

transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed.  This Certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.

 

 

 

 

Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

 

 

 

 

 

 

 

[WEWA_EX4Z1002.GIF]

 

 

Dated:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CFO

 

 

CEO

 

 

 

 

 

 

Countersigned & Registered Globex Transfer, LLC

 

By:

 

 

 

(813) 344-4490

 

Authorized Signature

 






NOTICE:

Signature must be guaranteed by a firm which is a member of a registered national stock exchange, or by a bank (other than a savings bank), or a trust company. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations.

 

TEN COM

as tenants in common

 

UNIF GIFT MIN ACT

 

Custodian

 

TEN ENT

as tenants by the entireties

 

 

(Cust)

 

(Minor)

JT TEN

as joint tenants with right of

 

 

under Uniform Gifts to Minors

survivorship and not as tenants in common

 

 

Act

 

 

 

 

 

 

(State)

 

Additional abbreviations may also be used though not in the above list.

 

For value received, ________________ hereby sell, assign and transfer unto

 

 

PLEASE INSERT SOCIAL SECURITY OR OTHER

 

 

IDENTIFYING NUMBER OF ASSIGNEE

 

 

 


 

 

 

 

 

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

shares

of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint

 

 

 

Attorney

to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

 

Dated: ___________________________________

 

 

 

 

NOTICE:

THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

 

 

 

 

***FOR MEDALLION GUARANTEE USE ONLY***

NOTICE OF SIGNATURE GUARANTEE:

 

THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE FINANCIAL
INSTITUTION WITH MEMBERSHIP IN AN APPROVED SIGNATURE
MEDALLION GUARANTEE PROGRAM PURSUANT TO SEC RULE 17AD-15.

 

APPROVED PROGRAMS INCLUDE: New York Stock Exchange, Inc.
Medallion Signature Program; Stock Exchanges Medallion Program;
Securities Transfer Agents Medallion Program