UNITED STATES


SECURITIES AND EXCHANGE COMMISSION FORM 10-K
Washington, D.C. 20549

 

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION

Annual Report Pursuant to Section 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OFor 15(D) of the Securities Exchange Act of 1934

 

Forfor the fiscal year endedDecember 31, 20172018

 

[ ] TRANSITION REPORT PURSUANT TO SECTIONTransition Report Under Section 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OFor 15(D) of the Securities Exchange Act of 1934

 

Forfor the transition period from __________________________ to ___________

Commission File No.  333-209478

_______________

 

Commission File Number:333-209478

WEWINALLYME GROUP, CORP.
INC.
 (Exact

(Exact name of registrantsmall Business Issuer as specified in its charter)

 

Nevada

32-0446353
(State or Other Jurisdiction other jurisdiction(IRS Employer
of Incorporationincorporation or Organization)

organization)

8748

(Primary Standard Industrial Classification Number)

EIN 32-0446353

 (IRS Employer

Identification Number)

No.)

Zheng Road (5# Plant)

Shushan Industrial Park

Hefei, China 230031

Tel.  +189-5653-9083

 (Address and telephone number13-4832 Lazelle Ave., Terrace BC, CanadaV8G 1T4(Address of principal executive offices)(Zip Code)

Issuer’s telephone number, including area code:(778) 888-2886

506 Enterprise Ave., Kitimat, BC, Canada V8C 2E2

Former address if changed since last report

Securities registered under Section 12(b) of the Exchange Act:None

 

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant tounder Section 12(g) of the Exchange Act: None

Common Stock, par value $0.001 per share

 

Indicate by check mark whetherif the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ] No [X]

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [  ] No [X]

 

Indicate by check markCheck whether the registrantissuer (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 aswas required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

 

Indicate by check markCheck if there is no disclosure of delinquent filers pursuantin response to Item 405 of Regulation S-K is not contained herein,in this form, and no disclosure will not be contained, to the best of registrant'sregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes [  ] No [X]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a non-accelerated filer.smaller reporting company. See definitionthe definitions of "accelerated“large accelerated filer,” “accelerated filer” and large accelerated filer"“smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large Accelerated Filer [  ]Accelerated Filer [  ]Non-Accelerated Filer [  ] (Do not check if a smaller reporting company)

Smaller Reporting Company [X]

Emerging Growth Company [X]

Large accelerated filer

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. [  ]                        Accelerated filer [ ]

Non-accelerated filer [ ]                          Smaller reporting company [X]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes. [  ] Yes [X] No [ X ]

 

AsState the aggregate market value of December 31, 2017, the registrant had 8,620,000 voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter (June 30, 2018)—$200.00.

State the number of shares outstanding of the registrant’s $.001 par value common stock issued and outstanding. No market value has been computed based upon the fact that no active trading market has been established as of December 31, 2017.the close of business on the latest practicable date (April 10, 2019): 8,944,060


TABLE OF CONTENTS

Documents incorporated by reference: None.

 

PART 1

ITEM 1

Description of Business

4

ITEM 1A    

Risk Factors

6

ITEM 2   

Description of Property

6

ITEM 3   

Legal Proceedings                                            

6

ITEM 4

Submission of Matters to a Vote of Security Holders          

6

PART II

ITEM  5   

Market for Common Equity and Related Stockholder Matters     

6

ITEM  6  

Selected Financial Data                                      

7

ITEM  7 

Management's Discussion and Analysis of Financial Condition and Results of Operations

7

ITEM 7A      

Quantitative and Qualitative Disclosures about Market Risk  

10

ITEM 8

Financial Statements and Supplementary Data                 

11

ITEM 9    

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

21

ITEM 9A (T)

Controls and Procedures

21

PART III

ITEM 10

Directors, Executive Officers, Promoters and Control Persons of the Company

23

ITEM 11

Executive Compensation

25

ITEM 12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

26

ITEM 13

Certain Relationships and Related Transactions

26

ITEM 14

Principal Accountant Fees and Services                      

27

PART IV

ITEM 15

Exhibits

27

 


TABLE OF CONTENTS

PART I
ITEM 1.BUSINESS4
ITEM 1A.RISK FACTORS6
ITEM 1B.UNRESOLVED STAFF COMMENTS6
ITEM 2.PROPERTIES6
ITEM 3.LEGAL PROCEEDINGS7
ITEM 4.MINE SAFETY DISCLOSURES7
PART II
ITEM 5.MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES7
ITEM 6.SELECTED FINANCIAL DATA8
ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION8
ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK10
ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA10
ITEM 9CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE12
ITEM 9ACONTROLS AND PROCEDURES12
ITEM 9B.OTHER INFORMATION13
PART III
ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE14
ITEM 11.EXECUTIVE COMPENSATION14
ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS15
ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE15
ITEM 14PRINCIPAL ACCOUNTING FEES AND SERVICES16
PART IV
ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES17
SIGNATURES18

PART IFORWARD LOOKING STATEMENTS

 

Item 1. Description of BusinessForward-Looking Statements

FORWARD-LOOKING STATEMENTS

This annual reportAnnual Report on Form 10-K (the “Report”), including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding future events and the future results of AllyMe Group, Inc. and its consolidated subsidiaries (the “Company”) that are based on management’s current expectations, estimates, projections and assumptions about the Company’s business. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “sees,” “estimates” and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements relateare not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to future eventspredict. Therefore, actual outcomes and results may differ materially from what is expressed 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 thatforecasted in such forward-looking statements due to numerous factors, including, but not limited to, those discussed in, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 and elsewhere in this Report as well as those discussed from time to time in the Company’s other Securities and Exchange Commission filings and reports. In addition, such statements could be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any suchaffected by general industry and market conditions. 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 occurof this Report or, in the future. However, forward-looking statements are subject to risks, uncertaintiescase of any document incorporated by reference, the date of that document, 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 disclaimwe do not undertake any obligation subsequently to reviseupdate any forward-looking statementsstatement to reflect events or circumstances after the date of such statementthis Report. If we update or correct one or more forward-looking statements, investors and others should not conclude that we will make additional updates or corrections with respect to reflect the occurrence of anticipated or unanticipated events.other forward-looking statements.

GENERAL

3

Our company plans to provide consulting services for selectionPART I

ITEM 1. BUSINESS.

Background

Corporate History and General Information

AllyMe Group, Inc. was organized on August 13, 2014 as a Nevada corporation under Chapter 78 of production plants and products in China. We plan to represent the interests of our future clients and act as our client’s authorized representative throughout the entire territory of China. OurNevada Revised Statutes. The Company’s principal office address is located at Zheng Road (5# Plant) Shushan Industrial Park, Hefei, China 230031. Our telephone number is Tel.  +189-5653-9083.13-4832 Lazelle Ave., Terrace BC V8G 1T4, Canada.

 

The Company has one subsidiary, AllyMe Groups, Inc., a Cayman Islands corporation (“AllyMe”). The Company owns approximately 51% of the presently issued and outstanding shares of common stock of AllyMe. AllyMe has a wholly-owned subsidiary in China, China Info Technology Inc. (“China Info”).

Service

We offerThe Company qualifies as an “emerging growth company” as defined in the following setJumpstart Our Business Startups Act which became law in April 2012. The definition of services:an “emerging growth company” is a company with an initial public offering of common equity securities which occurred after December 8, 2011 and has less than $1 billion of total annual gross revenues during last completed fiscal year.

1) Search

Overview of the Business

At this time, the Company has engaged in only minimal operations and currently has only four clients. The Company was formed as a US corporation to use as a vehicle for production plantsproviding consulting services, primarily in China.

In the second half of 2018, AllyMe Group, Inc. (also referred to as “the Company”) commenced providing consulting services in China principally focused on the development of new-high-tech products marketing and retail sales. As of the date of this report, it has provided services to four (4) clients and has generated approximately $55,000 in revenues. The Company intends to seek additional clients through direct marketing in China. The Company is currently in its early stages and there is no guarantee that it will be successful at any time in the near future or ever.

The Company seeks to provide management advisory services to business organizations worldwide. The Company intends to assist smaller developing companies in the development of business models and strategies. The Company’s initial target markets are China and the United States.

AllyMe offers business consultancy, marketing consultancy, financial consultancy and business partnersmodeling support to its client organizations. It also seeks to provide merger and acquisition consultancy.

Growth Strategy

The Company will work with organizations that are looking for greater domestic and international exposure in Chinaorder to reach a wider audience. In this regard, the Company believes that there will be opportunities to acquire and amalgamate certain client entities with a view toward building larger, more financially viable businesses

2) Search

Marketing Strategy

The Company intends to employ both online and offline sales channels including:

Online channels/Social Media

WeChat (to capitalize on the Chinese market) - In 2016, 31% of Chinese WeChat users made a purchase through WeChat, and 65% of Chinese shoppers shop online via their mobile device at least once a month.
Major social networks - Facebook, LinkedIn, Instagram and Twitter, which are widely used in North America. Other social media like Weibo and Douban will be employed, which are widely used in China.
Video marketing - Video content has been proven to leave the biggest impression on the Chinese consumer. 71% of consumers say that a video leaves a positive impression of the company. This will be done through YouTube (North America) and Youku Tudou (China).
Mobile Apps will be built for Android and iPhone users.

Networking – B2B Industry Connection Building

Network at industry events
Attend trade shows related to M&A
Acquiring channels of emerging entities
Word of mouth
The Company will use email marketing for affiliate marketing, outsourced sales, value-added reselling, catalogue circulation and service introduction.

The Company Website

A well-optimized website with proper site structure, page layout, and clear and easy navigation will be developed for the publicity and sale of products.
Proper search engine placement and saturation
Onsite optimization (SEO)
Company profiles on local directories, such as Google My Business, Yahoo Local, Bing Local, Yelp, Yellow pages, CrunchBase and Insider pages
Paid search engine marketing (SEM), Google Ad words and Facebook Ads to drive traffic to the website and mobile app.

Market Opportunity

Emerging from the pre-reform era without any significant expertise in management, management believes that China represents an attractive market for products and materialsthe consulting industry. The Company believes that its competitive advantages include:

Experienced and professional management
Diversified target market
Strong base of technical and business expertise in China.

Potential Acquisitions

As an adjunct to its business strategy, the Company will also seek to identify potential acquisitions which are involved in China

3) Services of a business interpreter

4) Assistance with legal support for transactions in China. Search for legal counsels and auditors.

5) Development of logistic schemes of product delivery from China

6) Market analysis and marketing research in China

7) Arrangement of business tours and excursions of product plants in China (including virtual ones) and exhibitions.

8) Assistance with organization of contacts and business meetings between clients and Chinese commercial   and industrial companies, plants and factories.

9) Consultations on registration and conductingthe consulting business in China.

 

We plan to render our services in an integrated manner, and if desired, a client can select any oneInitial Company Funding

To date, the major part of the aforementioned services.

Marketing

We plan to use different marketing tools to promote our services within China. Our key marketing tools that we plan to use are the following: Internet marketing (online marketing), direct sales, presentations and exhibitions, publications in catalogues and specialized issues. In order to focus on our potential clients, we plan to develop our own catalogue with a base of production companies in China categorized by industries and types of activity.

We project that one of the priorities tools of our marketing company will be the creation of a website as well as separate “landing” pages that will target different types of clients. Moreover, we plan to develop a catalogue of manufacturers based on our website and forum that will help to resolve frequent issues concerning business organizations with Chinese manufacturers. We plan to create a multilingual site, at least, in English, Spanish, German and Chinese.

We plan to place our web banners on manufacturers’ websites, international commercial web forums, social networks, and business communities. In addition, we plan to post information on websites of trading and consulting associations and on electronic trading platforms such as Aliexpress and Taobao.

Context advertising based on different search platforms such as Google, Yahoo, Bing, AOL and others is equally important for Internet marketing to attract users who search information using such requests as “business in China”, “consulting in China”, “Search for manufacturers in China” and other requests associated with a range of servicesCompany’s funding has been provided by us. Payment for SEO (Search Engine Optimization) service will allow us to be on the first pages in popular requests concerning our business.

Upon a successful launch of our website, we plan to create pages in social networks (Twitter, Instagram, Google+, Facebook) to make sure that our potential clients have complete information about provided services, promotions and offers.

By means of direct sales, we plan to close in on only those clients who are interested in our service. We plan to use direct mail, personal meetings and consultations.

Participation in exhibitions and events hostedequity investment by production plants will allow us to present our company to those visitors who are more interested in business with China and, subsequently, find potential clients.

Clients

Our service targets individuals and legal entities that wish to contact production plants in China to move their own production to China using the facilities of Chinese production plants or to search for the best price and quality based on existing offers in the Chinese market. We target any client categories but mostly small and mid-sized businesses that wish to purchase products in bulkcertain parties resident in China and sell themon a loan basis by related parties and customers and through the sales of Company stock in China. At December 31, 2018, the aggregate amount of such loans was $67,279, of which $64,370 was payable to related parties. These loans are non-interest bearing and are due on demand. To date, these advances are not the subject of any written agreements, however, if not repaid in the territory of any country.

We project that our services will be interestingshort term, the Company may enter into formal loan agreements with respect to the clients worldwide because many companies are interested in commercial and industrial relations with China due to the low cost of finished-product production.

Competition

Currently, the market of consulting services in China is quite actively developed. Presently, there are many companies that render similar services. Due to its economic growth, China, as of today, becomes a more attractive platform for business. In order to take up a more beneficial position on this market, we offer to organize a complex service approach, that is, to offer a menu of service packages from which the client could choose the best one. Moreover, we see an advantage in working remotely with the client, and for that purpose, we plan to maximize our online tools.

Employees and Employment Agreements

At present, we have no employees other than our officers and directors.  We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plansthese obligations in the future. The Company expects that these advances will be repaid from equity raised in China. In addition, the Company has accounts payable to certain vendors who have provided services to the Company aggregating $3,079. This funding has been utilized to fund the general and administrative expenses of the Company (primarily associated with being a US reporting company) and provide working capital.

The Company is in the process of undertaking to raise approximately $2,000,000 in new investment in a registered offering, exclusively from investors located in China. The Company believes that these funds can be raised within a 12-month period, but there is no guarantee that this will occur. These funds would be used for general corporate purposes and to expand sales channels in China and internationally.

Capital Formation

AllyMe Group, Inc. Shareholders Equity Capital Formation.

The Company was formed on August 13, 2014, with no capital. Thereafter, on November 5, 2015, the Company issued 6,000,000 shares of founder’s capital to Gulmira Makhutova at $0.001 per share for an aggregate of $6,000. In the year ended December 31, 2016, the Company issued an additional 2,620,000 shares of its common stock to 29 shareholders at $0.01 per share for total proceeds of $26,200.

On July 17, 2018 Zilin Wang purchased 8,618,000 shares of Company Common Stock from Yonghua Kang (as representative of the seller). The shares purchased in this transaction represented 99.98% of the then issued and outstanding shares of the Company.

In September 2018, the Company sold an additional 212,060 shares of Company Common Stock to 44 Chinese investors at prices ranging from $0.05 per share to $1.00 per share. This offering netted proceeds of $23,770. These shares were not physically issued until October 8, 2018.

In December 2018, the Company sold an additional 112,000 shares of Company Common Stock to 16 Chinese investors at prices ranging from $0.05 to $1.00 per share for total proceeds of $59,500. These shares were issued on December 28, 2018. 40,000 of these shares were issued under the Company’s 2018 Employee, Director and Consultant Stock Plan and were registered on Form S-8.

Following December 31, 2019, the Company believes that it will require additional funding for ongoing operations. There is no guarantee that we will be able to raise any additional capital and have no current arrangements for any such financing.

Risks and Uncertainties Facing the Company

The Company has had only limited revenues which have been derived from its consulting agreements. Notwithstanding, the Company expects to generate revenues from both the advisory agreements and its initial retail marijuana outlet.

As an early-stage company, the Company expects to experience losses in the near term. The Company needs to generate revenue or locate additional financing in order to continue its developmental plans. There is no guarantee that the Company will be able to identify sufficient numbers of customers or build its retail marijuana outlet to generate enough revenues to continue operations or proceed with developing its business in accordance with its business plan.

One of the biggest challenges facing the Company will be in securing adequate capital to fund its projects, including securing adequate capital to pay for operations and hiring service providers. Secondarily, a major challenge will be implementing effective sales and marketing strategies to reach the intended end customers. The Company has considered and devised its initial sales, marketing and advertising strategy; however, the Company will need to skillfully implement this strategy in order to achieve success in its business.

Due to these and other factors, the Company’s need for additional capital, the Company’s independent auditors have issued a report raising substantial doubt of the Company’s ability to continue as a going concern.

Competition

The Company encounters substantial competition from a wide variety of entities in both of its business lines, most of which is from companies which are presentlybetter capitalized than the Company. Many of these entities will have significantly greater experience, resources and managerial capabilities than the Company and will therefore be in a better position than the Company to obtain access to attractive business opportunities.

Employees

As of December 31, 2018, the Company had no personal benefits available to any officers, directors or employees.employees and had no employees in its Chinese subsidiary.

ItemITEM 1A. Risk FactorsRISK FACTORS

Not applicable

Smaller reporting companies are not required to smaller reporting companies.provide the information required by this item.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ItemITEM 2. DescriptionPROPERTIES.

As of Property

We doDecember 31, 2018, the Company did not own or lease any real estate or other properties.

ITEM 3. LEGAL PROCEEDINGS

Item 3.  Legal Proceedings

We knowAs of no legal proceedings to which we areDecember 31, 2018, the Company was not a party to any pending or to which any of our property is the subject which are pending, threatened or contemplated or any unsatisfied judgments against us.legal proceedings.

ItemITEM 4. Submission of Matters to a Vote of Security HoldersMINE SAFETY DISCLOSURES

None.

Not applicable.

PART IIII.

ItemITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY; RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

Market for Registrant’s Common Equity and Related Stockholder Matters

Market Information

The Company became subject to Securities Exchange Act Reporting Requirements in April 2016. The symbol “WWIN” is assigned for our securities. There ishas never been any liquid market for or trading in our stock. There can be no assurance that a limited publichighly-liquid market for our common shares.  Our common shares are not quoted on the OTC Bulletin Board at this time.  Trading in stocks quoted on the OTC Bulletin Board is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations or business prospects.  We cannot assure you that theresecurities will be a market in the future for our common stock.

OTC Bulletin Board securities are not listed or traded on the floor of an organized national or regional stock exchange.  Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks.  OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.ever develop.

 During

Options and Warrants

None of the year ended December 31, 2017, no shares of our common stock have traded.are subject to outstanding options or warrants.

 

NumberNotes Payable – Related Party

At December 31, 2018, the Company had loans and advances from a related party of Holders$64,370, which represents amounts loaned to the Company to pay the Company’s expenses of operation. All such advances are non-interest-bearing and payable on demand.

Status of Outstanding Common Stock

As of December 31, 2017, the 8,620,000 issued and outstanding shares of common stock were held by2018, we had a total of 2 shareholders8,944,060 shares of record.our common stock outstanding. 8,618,000 of these shares are currently held by Zilin Wang, who is an “affiliate” of the Company. On February 21, 2019, the Company filed a Registration Statement on Form S-1 wherein it is seeking to register 2,000,000 shares of Company Common Stock to be offered in China together with 1,875,000 selling shareholder shares. The Offering and sale of the selling shareholder shares is contingent upon the Registration Statement being declared effective by the U.S. Securities and Exchange Commission, which has not occurred as of the date of this report. Additionally, on September 10, 2018, the Company filed a Registration Statement on Form S-8 with respect to the shares to be issued pursuant to the Company’s 2018 Employee, Director and Consultant Stock Plan (the “Plan”). As of the date of this report, 40,000 shares have been issued under the Company’s 2018 Employee, Director and Consultant Stock Plan and were registered on Form S-8.

 

DividendsHolders

No cash dividends were paid on our

We have issued an aggregate of 8,944,060 shares of our common stock during the fiscal years ended December 31, 2016 and 2017.  to sixty-one (61) record holders.

Dividends

We have not paid any cash dividends since our inceptionto date and have no plans to do not foresee declaring any cash dividends on our common stockso in the foreseeableimmediate future.

Recent Sales of Unregistered Securities

During

On July 17, 2018 Zilin Wang purchased 8,618,000 shares of Company Common Stock from Yonghua Kang (as representative of the nine month period endedseller). The shares purchased in this transaction represented 99.98% of the then issued and outstanding shares of the Company.

In September 30, 2016,2018, the Company issued 2,620,000sold an additional 212,060 shares of its common stockCompany Common Stock to 29 shareholders44 Chinese investors at $0.01prices ranging from $0.05 per share to $1.00 per share. This offering netted proceeds of $23,770. These shares were not physically issued until October 8, 2018.

In December 2018, the Company sold an additional 112,000 shares of Company Common Stock to 16 Chinese investors at prices ranging from $0.05 to $1.00 per share for total proceeds of $26,200. Since that time, 8,618,000$59,500. These shares were issued on December 28, 2018. 40,000 of these shares were issued under the Company’s outstanding shares2018 Employee, Director and Consultant Stock Plan and were sold to the Company’s current majority shareholder, which has been discussed in previous filings.registered on Form S-8.

 

PurchasePurchases of our Equity Securities by Officers and Directors

None.

 

Other Stockholder MattersThe Company has never purchased nor does it own any equity securities of any other issuer.

None.

 

ItemITEM 6. Selected Financial Data                                      SELECTED FINANCIAL DATA

Not applicable.

Year Ended

  12/31/18  12/31/17 
Revenues $14,690  $- 
Net Loss $(77,077) $(33,265)
Net Loss Per Share, Basic and Diluted $(0.01) $(0.00)
Weighted Average No. Shares, Basic and Diluted  8,687,321   8,620,000 
Stockholders’ Deficit (Equity) $3,859  $(30,286)
Total Assets $83,934  $13,163 
Total Liabilities $80,075  $43,449 

 

ItemITEM 7. Management's DiscussionMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

OVERVIEW

AllyMe Group, Inc. was organized on August 13, 2014 as a Nevada corporation under Chapter 78 of the Nevada Revised Statutes. The Company’s principal office is located at 13-4832 Lazelle Ave., Terrace BC V8G 1T4, Canada. The Company has two subsidiaries, AllyMe Groups, Inc., a Cayman Islands corporation (“AllyMe”) and AnalysisChina Info Technology Inc. (“China Info”).. The Company owns approximately 51% of Financial Conditionthe presently issued and outstanding shares of common stock of AllyMe and China Info is a wholly-owned subsidiary in China

The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act which became law in April 2012. The definition of an “emerging growth company” is a company with an initial public offering of common equity securities which occurred after December 8, 2011 and has less than $1 billion of total annual gross revenues during last completed fiscal year.

Overview of the Business

The Company was formed as a US corporation to use as a vehicle for providing consulting services, primarily in China.. In the second half of 2018, AllyMe Group, Inc. (also referred to as “the Company”) commenced providing consulting services in China principally focused on the development of new-high-tech products marketing and retail sales. As of the date of this report, it has provided services to four (4) clients and has generated approximately $14,690 in revenues. The Company intends to seek additional clients through direct marketing in China. The Company is currently in its early stages and there is no guarantee that it will be successful at any time in the near future or ever.

The Company seeks to provide management advisory services to business organizations worldwide. The Company intends to assist smaller developing companies in the development of business models and strategies. The Company’s initial target markets are China and the United States.

AllyMe offers business consultancy, marketing consultancy, financial consultancy and business modeling support to its client organizations. It also seeks to provide merger and acquisition consultancy.

Results of Operations

The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs.  Our actual results could differ materially from those discussed in the forward-looking statements.   Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.Year Ended December 31, 2018 Compared to December 31, 2017

 

RESULTS OF OPERATIONSThe following table summarizes the results of our operations during the fiscal years ended December 31, 2018 and 2017, respectively, and provides information regarding the dollar and percentage increase or (decrease) from the current 12-month period to the prior 12-month period:

Line Item 12/31/18  12/31/17  Increase
(Decrease)
  Percentage
Increase
(Decrease)
 
             
Revenues $14,690  $-  $14,690   inf. 
Operating expenses  91,736   33,265   58,471   1,758%
Net loss  (77,077)  (33,265)  43,812   1,317%
Loss per share of common stock  (0.01)  (0.00)  (0.01)  inf. 

We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue asrecorded a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

FISCAL YEARENDED DECEMBER 31, 2017 COMPARED TO FISCAL YEAR ENDED DECEMBER 31, 2016.

Our net loss forof $77,077 for the fiscal year ended December 31, 2018 as compared with a net loss of $33,265 for the fiscal year ended December 31, 2017 was $33,265 compareddue primarily to an increase in general and administrative expense. The increase in expense resulted primarily from professional fees. Revenues were derived from provision of consulting services to various concerns in China.

Liquidity and Capital Resources

As of December 31, 2018, we had total assets of $83,934, a net lossworking capital of $37,397 during$3,859 and an accumulated stockholders’ deficit of $142,766. Our operating activities used $34,465 in cash for the fiscal year ended December 31, 2016. During fiscal years ended December 31, 2017, the Company had not generated any revenue.  During fiscal years ended December 31, 2016, the Company has generated $1,5002018, while our operations used $35,420 cash in revenue.

Expenses incurred during the fiscal year ended December 31, 2017 compared to2017. Our revenues were $14,690 in the fiscal year ended December 31, 2016 decreased primarily due2018 compared to the decreased scale and scoperevenues of business operations.  Professional fees generally include legal fees, auditor and accounting expenses.

The weighted average number of shares outstanding was 8,820,000 and 7,785,260 for$0 in the fiscal yearsyear ended December 31, 2017 and 2016 respectively.2017.

 

GOING CONCERN

The Company has incurred a loss since Inception (August 13, 2014) resulting in an accumulated deficit of $(72,111) and $(38,846) as of December 31, 2017 and 2016 respectively and further losses are anticipated in the development of its business.  Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.  Management believes that the Company’s capital requirementscash on hand will dependbe sufficient to fund all Company obligations and commitments for the next twelve months. Historically, we have depended on many factors including the success of the Company’s development effortsloans from our principal shareholders and its effortstheir affiliated companies to raise capital. Management also believes the Company needs to raise additional capital forprovide us with working capital purposes.as required. There is no assuranceguarantee that such financingfunding will be available when required and there can be no assurance that our stockholders, or any of them, will continue making loans or advances to us in the future.   The conditions described above raise substantial doubt about our ability to continue as a going concern. The financial statements of

At December 31, 2018, the Company do not include any adjustments relating to the recoverabilityhad loans and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from directors and, or, the private placement of common stock. 

Revenue

During the year ended December 31, 2017, the Company has not generated any revenue.  During the year ended December 31, 2016, the Company has generated $1,500 in revenue. This revenue was generated through a service agreement between the Company and Pecgin & Scertiz, LLC to provide business and market consulting services.

Operating Expenses

During the year ended December 31, 2017, we incurred total expenses and professional fees of $33,265 compared to $38,897 during the year ended December 31, 2016. General and administrative and professional fee expenses incurred generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting, developmental costs, and marketing expenses.

Net Loss

Our net loss for the year ended December 31, 2016 was $37,397 compared to $33,265 during the year ended December 31, 2017 due to the factors discussed above.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2017 our current assets were $13,163 compared to $6,874 in current assets at December 31, 2016.  As of December 31, 2017, our current liabilities were $43,449 compared to $13,520 as of December 31, 2016.

Stockholder’s equity (deficit) was $(30,286) as of December 31, 2017 compared to stockholder’s equity (deficit) of $(6,646) as of December 31, 2016.

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the years ended December 31, 2017, net cash flows used in operating activities was $35,420 as compared to $40,169 used during 2016.

Cash Flows from Investing Activities

We neither used, nor provided cash flows from investing activities during the years ended December 31, 2017 and 2016.

Cash Flows from Financing Activities

Cash flows provided by financing activities during the year ended December 31, 2017 were $41,709, consisting of loansadvances from a related party.

PLAN OF OPERATION AND FUNDING

We expect that working capital requirements will continueparty shareholder in the aggregate amount of $64,370, which represents amounts loaned to be funded through a combinationthe Company to pay the Company’s expenses of our existing funds and further issuances of securities. Our working capital requirementsoperation. These advances are expected to increase in line with the growth of our business.

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of software; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. 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 availablepayable on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

MATERIAL COMMITMENTS

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

PURCHASE OF SIGNIFICANT EQUIPMENTdemand.

We do not intend to purchase any significant equipment during the next twelve months.Off Balance Sheet Arrangements

 

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Annual Report, weWe 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 or capital expenditures or capital resources that areis material to investors.an investor in our securities.

 

GOING CONCERN

The independent auditors' reportsaccompanying our December 31, 2017 and December 31, 2016financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.Seasonality

 

Item 7A. Quantitative and Qualitative Disclosures about Market Risk  

Not applicable to smaller reporting companies.

Our operating results are not affected by seasonality.

 

Inflation

 

Item 8. Financial StatementsOur business and Supplementary Dataoperating results are not affected in any material way by inflation.

 

Critical Accounting Policies

The Securities and Exchange Commission issued Financial Reporting Release No. 60, “Cautionary Advice Regarding Disclosure About Critical Accounting Policies” suggesting that companies provide additional disclosure and commentary on their most critical accounting policies. In Financial Reporting Release No. 60, the Securities and Exchange Commission has defined the most critical accounting policies as the ones that are most important to the portrayal of a company’s financial condition and operating results and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. The nature of our business generally does not call for the preparation or use of estimates. Due to the fact that the Company does not have any operating business, we do not believe that we do not have any such critical accounting policies.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Set forth below are the audited financial statements for the Company for the fiscal years ended December 31, 2018 and 2017 and the reports thereon of KSP Group, Inc. and Haynie & Company, respectively.

10

INDEX TO FINANCIAL STATEMENTS

WEWIN GROUP CORP.

TABLE OF CONTENTS

 

Page

Audited Financial Statements

Report of Independent Registered Public Accounting Firm (current)

(KSP Group)

F-1

Report of Independent Registered Public Accounting Firm (former)

(Haynie & Co.)

F-2

Balance Sheets as of December 31, 20172018 and 2016

December 31, 2017

F-3

Statements of OperationsOperation for the years ended December 31, 20172018 and 2016

F-4

Statements of Changes in Stockholders’ Equity (Deficit) from December 31, 2015 through December 31, 2017

F-5

F-4

Statements of Stockholders’ Deficit for the years ended December 31, 2018 and December 31, 2017

F-5
Statements of Cash Flows for the years ended December 31, 20172018 and 2016

December 31, 2017

F-6

Notes to Financial Statements

F-7

 

F-6

11


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (CURRENT)

 

To the Board of Directors and Stockholders of

WeWin

Allyme Group, Corp.Inc.

 

We have audited the accompanying consolidated balance sheet of Allyme Group, Inc. as of December 31, 2018 and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the year ended December 31, 2018, and the related notes. These consolidated financial statements are the responsibility of the Company management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Allyme Group, Inc. at December 31, 2018, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, the Company has incurred accumulated deficits, recurring operating losses since inception and negative cash flows from operations. This and other factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ KSP Group
Los Angeles, CA
April 1, 2019

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

AllyMe Group, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of WeWinAllyMe Group, Corp.Inc. (the Company) as of December 31, 2017, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the year ended December 31, 2017, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017, and the results of its operations and its cash flows for the year ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.

Consideration of the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred losses since inception, has negative cash flows from operations, and has negative working capital. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Consideration of the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred losses since inception, has negative cash flows from operations, and has negative working capital. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2 to the financial statements.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Haynie & Company

Salt Lake City, Utah

April 17, 2018

 

We have served as the Company’s auditor since 2018.

 

F-1ALLYME GROUP, INC. AND SUBSIDIARIES


CONSOLIDATED BALANCE SHEETS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (FORMER)

 

To the Board of Directors and Stockholders

  December 31, 2018  December 31, 2017 
       
ASSETS   
       
Current Assets        
Cash and cash equivalents $69,167  $6,496 
Prepaid expenses  14,767   6,667 
         
Total Assets $83,934  $13,163 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
         
Current Liabilities        
Accounts payable and accrued liabilities $3,079  $1,740 
Other Payable  9,717   - 
Loan from unrelated party  2,909   - 
Due to related parties  64,370   41,709 
         
Total Liabilities  80,075   43,449 
         
Commitment and Contingencies        
         
Stockholders’ Equity (Deficit)        
Preferred stock, $0.001 par value 10,000,000 shares authorized; none issued and outstanding at December 31, 2018  -   - 
Common stock, par value $0.001, 75,000,000 shares authorized 8,944,060 and 8,620,000 shares issued and outstanding at December 31, 2018 and December 31, 2017, respectively  8,944   8,620 
Additional paid in capital  154,865   33,205 
Subscription receivable  (2,000)  - 
Accumulated deficit  (142,766)  (72,111)
Accumulated other comprehensive loss  1,495   - 
Total AllyMe Group Inc.’s Equity (Deficit)  20,538   (30,286)
         
Non-controlling interest  (16,678)  - 
Total Stockholders’ Equity (Deficit)  3,859   (30,286)
         
Total Liabilities and Stockholders’ Equity (Deficit) $83,934  $13,163 

 

Makh Group Corp. (now known as WeWin Group Corp.)

City of Hefei, China

We have audited the accompanying balance sheet of Makh Group Corp. (now known as WeWin Group Corp.) as of December 31, 2016 and the related statements of operations, stockholders’ equity/ (deficit) and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Makh Group Corp. (now known as WeWin Group Corp.) as of December 31, 2016 and the related statements of operations, stockholders’ equity/ (deficit) and cash flows for the year then are in conformity with  accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  The Company has suffered losses from inception and has a limited operating history which raises substantial doubt about its ability to continue as a going concern.  Management’s plans in regard to these matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Pritchett, Siler & Hardy, P.C           

Pritchett, Siler & Hardy, P.C

Salt Lake City, Utah 84111

April 12, 2017

F-2


WEWIN GROUP CORP.

BALANCE SHEETS

ASSETS

December 31, 2017

December 31, 2016

Current Assets

 

 

Cash and cash equivalents

  $      6,496 

   $          207 

 

 

 

    Prepaid Expenses

          6,667 

            6,667 

 

 

 

Total Current Assets

        13,163 

            6,874 

Total Assets

  $    13,163 

   $      6,874 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY/ (DEFICIT)

 

 

Liabilities

 

 

Current Liabilities

 

 

Loan from related party

  $    41,709 

   $      9,625 

Accrued Expenses

          1,740 

            3,895 

 

 

 

Total Liabilities

        43,449 

         13,520 

Commitments and Contingencies

Stockholders’ Equity (Deficit)

 

 

Common stock, par value $0.001; 75,000,000 shares authorized, 8,620,000 and 8,620,000 shares issued and outstanding  at December 31, 2017 and 2016 respectively;

          8,620 

            8,620 

Additional paid-in-Capital

        33,205 

         23,580 

Accumulated (deficit)

      (72,111)

        (38,846)

Total Stockholders’ Equity (Deficit)

      (30,286)

          (6,646)

 

 

 

Total Liabilities and Stockholders’ Equity (Deficit)

  $    13,163 

   $      6,874 

See accompanying notes to financial statements.

ALLYME GROUP, INC. AND SUBSIDIARIES

F-3

WEWIN GROUP CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

 

 

Year ended

December 31, 2017

Year ended

December 31, 2016

 

 

 

REVENUES

   $                        - 

   $               1,500 

 

 

 

OPERATING EXPENSES

 

 

Professional Fees

                   32,519

                   38,476

General and administrative Expenses

                          746

421

TOTAL OPERATING EXPENSES

                   33,265

                   38,897

 

 

 

NET LOSS FROM OPERATIONS

                (33,265)

                (37,397)

 

 

 

PROVISION FOR INCOME TAXES

                             - 

                             - 

 

 

 

NET LOSS

   $           (33,265)

   $           (37,397)

 

 

 

NET LOSS PER SHARE: BASIC AND DILUTED

   $              (0.00)*

   $              (0.00)*

 

 

 

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED

             8,620,000

            7,785,260 

*Denotes a loss of less than $(0.01) per share

  For the years ended
December 31,
 
  2018  2017 
       
Revenue $14,690  $- 
Cost of Revenues  31   - 
Gross Profit  14,659     
         
Operating expenses  91,736   33,265 
         
Operating Loss  (77,077)  (33,265)
         
Loss before income taxes  (77,077)  (33,265)
         
Income Tax Expense  -   - 
         
Net loss $(77,077) $(33,265)
         
Less: net loss attributable to non-controlling interest  (6,422)  - 
Net loss attributable to Allyme Group, Inc. $(70,655) $(33,265)
         
Other comprehensive income        
Foreign currency translation gain (loss)  1,733   - 
         
Total Comprehensive Loss $(68,922) $(33,265)
         
Comprehensive loss attributable to non-controlling interest  (6,338)  - 
Comprehensive loss attributable to Allyme Group, Inc. $(62,584) $(33,265)
         
Loss per share - basic and diluted $(0.01) $(0.00)
         
Weighted average shares- basic and diluted  8,687,321   8,620,000 

 

See accompanying notes to financial statements.

F-4ALLYME GROUP, INC. AND SUBSIDIARIES

WEWIN GROUP CORP.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

 

Common Stock

 

 

Additional Paid-in

Accumulated

Total Stockholders’

 

Shares

Amount

Capital

Deficit

Equity (Deficit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2015

       6,000,000

   $      6,000

   $                -

   $             (1,449)

   $              4,551 

Common shares issued for cash at $ 0.01 per share as of September 30, 2016

       2,620,000

           2,620

          23,580

                             - 

                 26,200 

Net loss

 

 

 

                (37,397)

               (37,397)

 

 

 

 

 

 

Balance, December 31, 2016

       8,620,000

   $      8,620

   $     23,850

   $          (38,846)

   $            (6,646)

Forgiveness of related party loan

 

 

9,265

 

9,625

Net loss

 

 

 

                (33,265)

               (33,265)

Balance, December 31, 2017

       8,620,000

   $      8,620

   $     33,205

   $          (72,111)

   $          (30,286)

                    Total Allyme Group, Inc. Stockholders’ 
  Common Stock  AdditionalPaid-in  Accumulated  Subscription  

Accumulated

Other Comprehensive

  Non
controlling
  Equity (Deficit) and Non Controlling 
  Shares  Amount  Capital  Deficit  Receivable  Income  Interest  Interest 
Balance December 31, 2016  8,620,000  $8,620  $23,850  $(38,846) $   $   $   $(6,646)
Forgiveness of related party loan          9,625                   9,625 
Net loss              (33,265)              (33,625)
                                 
Balance December 31, 2017  8,620,000   8,620   33,205   (72,111)  -   -   -   (30,286)
                                 
Issue common stock for cash  324,060   324   84,976   -   -   -   -   85,301 
Subscription receivable  -   -   -   -   (2,000)  -   -   (2,000)
Debt forgiven by former owners  -   -   48,333   -   -   -   -   48,333 
From acquisition          (11,649)                  (11,649)
Minority interest from acquisition  -   -   -   -   -   (154)  (10,341)  (10,495)
Net loss  -   -   -   (77,077)  -   -   -   (77,077)
Minority interest for current year              6,422       (84)  (6,338)  - 
Foreign currency translation adjustment  -   -   -   -       1,733   -   1,733 
                                 
Balance December 31, 2018  8,944,060  $8,944  $154,865  $(142,766) $2,000  $1,495  $(16,678) $3,859 

 

See accompanying notes to financial statements.

F-5

 

F-5

ALLYME GROUP, INC. AND SUBSIDIARIES

WEWIN GROUP CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

For the Year ended December 31, 2017

For the Year ended December 31, 2016

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

Net loss for the period

   $      (33,265)

   $      (37,397)

Adjustments to reconcile net loss to net cash (used in) operating activities:

 

 

Changes in assets and liabilities:

 

 

Prepaid Expenses

                         -

            (6,667) 

Accrued Expenses

            (2,155) 

3,895

CASH FLOWS USED IN OPERATING ACTIVITIES

           (35,420)

           (40,169)

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

Proceeds from sale of Common stock

                         -

             26,200 

 

 

 

Proceeds from Related Party Loan

             41,709 

               8,100 

CASH FLOWS PROVIDED BY IN FINANCING ACTIVITIES

              41,709

             34,300 

 

 

 

NET INCREASE (DECREASE) IN CASH

                6,289

             (5,689)

Cash, beginning of period

                  207 

               6,076 

Cash, end of period

   $           6,496

   $             207 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

Interest paid

   $                   - 

   $                   - 

Income taxes paid

   $                   - 

   $                   - 

  For the years ended
December 31,
 
  2018  2017 
OPERATING ACTIVITIES        
Net loss $(77,077) $(33,265)
Non-cash adjustments to reconcile net loss to net cash:        
Debt forgiveness  48,333   - 
Changes in Operating Assets and Liabilities:        
Accounts payable and accrued liabilities  (2,331)  (2,155)
Prepaid expenses  (8,614)  - 
Other payable  5,224   - 
Net cash used in operating activities  (34,465)  (35,420)
         
INVESTING ACTIVITIES        
Cash received from acquisition  20,984   - 
Net cash provided by financing activities  20,984   - 
         
FINANCING ACTIVITIES        
Proceeds from related party loans  -   41,709 
Payments for related party loans  (10,405)  - 
Proceeds from loan from an unrelated party  3,026   - 
Shares issued for cash  83,300   - 
Net cash provided by financing activities  75,921   41,709 
         
Effect of exchange rate fluctuation on cash and cash equivalents  231   - 
         
Net increase in cash  62,671   6,289 
         
Cash, beginning of period  6,496   207 
         
Cash, end of period $69,167  $6,496 
   (0)    
SUPPLEMENTAL DISCLOSURES:        
Cash paid during the period for:        
Income tax $-  $- 
Interest $-  $- 
         
NON-CASH INVESTING AND FINANCING ACTIVITIES:        
Forgiveness of Related party debt to Paid-in capital: $48,333  $9,635 

 

NON-CASH INVESTING AND FINANCING ACTIVITIES:

Forgiveness of Related party debt to Paid-in capital:                                                                                                              $9,635

See accompanyingAccompanying notes to financial statements.

F-6

 

ALLYME GROUP, INC.

WEWIN GROUP CORP.

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBERDecember 31, 2017 AND 20162018

 

NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS

Organization and Description of Business

WEWIN GROUP CORP. (the

AllyMe Group Inc. (“AllyMe US”, the “Company”, “we” or “us”) was incorporated under the laws of the State of Nevada on August 13, 2014 (“Inception”) and has adopted a December 31 fiscal year end. The Company intendsprovides consulting services in China principally focused on the business, marketing, financial consultancy and business modeling design and support.

Pursuant to provide business-consulting service in China.

On January 30, 2017, a private transaction closed pursuant to a stock purchase agreement between Gulmira Wewinmutova,an Agreement for the Company's President and CEO, and Anhui Weiyang Investment Holding Co. Ltd, by which it acquiredPurchase of Common Stock dated as of June 28, 2018, on July 17, 2018 Zilin Wang purchased 8,618,000 shares of common stockCompany Common Stock from Gulmira Wewinmutova representing, along with private transactions between other shareholders, 99.9%Yonghua Kang (as representative of the seller). The shares purchased in this transaction represented 99.98% of the issued and outstanding share capitalshares of the Company onCompany. This resulted in a fully-diluted basis. Anhui Weiyang Investment Holding Co. Ltd paid $340,000 from company funds as consideration for ownership. In connection with the transaction., Ms. Wewinmutova released the Company from all debts owed to her.

Upon the change of control of the Company, which occurred on January 30, 2017, Gulmira Wewinmutova resigned immediately from her official positions inCompany.

Effective July 17, 2018, the Company. Accordingly, Ms. Wewinmutova ceased to beBoard of Directors accepted the Company’s Director, CEO, CFO, President, and Treasurer, and on the same day the shareholdersresignation of the Corporation voted Mr. Yonghua Kang as Director & CEO Mr.and a director of the Company, Xinlong Liu as DirectorCOO and COO, Ms.a director of the Company, Huang Lei as Secretary of the Company, Aiyun Xu as DirectorCFO and CFO, Mr.a director of the Company, Shaochun Dong as Director,a director of the Company and Mr. Dagen Cheng as Director.a director of the Company and appointed Zilin Wang to serve as President, Secretary, Chief Executive Officer, Chief Financial Officer and Director until the next election of directors and appointment of officers or the appointment of his successor upon his resignation.

 

On September 13, 2018, the Company purchased 1,040,000 shares of common stock of AllyMe Groups, Inc., a Cayman Islands corporation (“AllyMe”) for a total consideration of $1,040. These shares comprised approximately 51% of the then issued and outstanding shares of common stock of AllyMe. AllyMe was formed on February 8, 2018 and is in the development stage. AllyMe issued 1,000,000 shares of common stock to Zilin Wang on April 13, 2018 for $100, which was received as of the reporting date. Zilin Wang was the principal shareholder of AllyMe and is also the principal shareholder of the Company.

On August 6, 2018, AllyMe established a wholly-owned subsidiary in China, China Info Technology Inc. (“China Info”).

On December 18, 2018, FINRA approved the change of the Company’s name from WeWin Group Corp to AllyMe Group, Inc. FINRA announced this change on its daily list on December 19, 2018 and the name change took effect at the open of business on December 20, 2018. The Company’s trading symbol will remain “WWIN.”

NOTE 2 – GOING CONCERN

The Company has incurred losses since Inceptioninception (August 13, 2014) resulting in an accumulated (deficit)deficit of $(72,111) and $(38,846)$142,766 is as of December 31, 2017 and 2016 respectively2018, and further losses are anticipated in the development of its business. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern. Management believes that the Company’s capital requirements will depend on many factors including the success of the Company’s development efforts and its efforts to raise capital. Management also believes the Company needs to raise additional capital for working capital purposes. There is no assurance that such financing will be available in the future. The conditions described above raise substantial doubt about our ability to continue as a going concern. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from directors and, or, the private placement of common stock. However, there can be no assurances that management’s plans will be successful.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company’s year-end is December 31.

F-7

Recent accounting pronouncements

The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequenceBasis of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financials properly reflect the change. The Company currently does not have any recent accounting pronouncements that they are studying and feel may be applicable.consolidation

 

The consolidated financial statements include the financial statements of AllyMe US and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

On September 13, 2018, the Company purchased 1,040,000 shares of common stock of AllyMe for a total consideration of $1,040. These shares comprise approximately 51% of the then issued and outstanding shares of common stock of AllyMe.

The Combination of AllyMe US and AllyMe are considered business acquisition and the method used to present the transaction is the acquisition method. The acquisition method is a method of accounting for a merger of two businesses. The tangible assets and liabilities and operations of the acquired business were combined at their fair value of the acquisition date, which is the date when the acquirer gains control over the acquired company.

Zilin Wang is CEO and shareholder of both AllyMe US and AllyMe. So the combination is deemed as between related parties. The purchase price in excess of the assets acquired is booked as additional paid in capital.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United StatesU.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amountamounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Stock-Based CompensationNon-controlling interests

As

Non-controlling interests represents the individual shareholder’s proportionate share of 49% of equity interest in AllyMe and its 100% owned subsidiary, China Info.

Foreign Currency Translation

The Company’s subsidiary China Info operates in China PRC. The financial position and results of its operations are determined using RMB, the local currency, as the functional currency. Our financial statements are reported using U.S. Dollars. The results of operations and the statement of cash flows denominated in foreign currency are translated at the average rate of exchange during the reporting period. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that date. The equity denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheet. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component of accumulated other comprehensive income included in statement of changes in equity. Gains and losses from foreign currency transactions are included in the consolidated statement of income and comprehensive income.

The value of RMB against US$ and other currencies may fluctuate and is affected by, among other things, changes in the PRC’s political and economic conditions. Any significant revaluation of RMB may materially affect the Company’s financial condition in terms of US$ reporting. The following table outlines the currency exchange rates that were used in creating the consolidated financial statements in this report:

December 31,
2018
Period-end spot rateUS $1=RMB
6.8755
Average rateUS $1=RMB
6.6090

Cash

Cash includes cash on hand and on deposit at banking institutions as well as all liquid short-term investments with original maturities of 90 days or less. Cash amounted to $69,167 and $6,496 as of December 31, 2018 and 2017, respectively. The Company’s cash held in bank accounts in the PRC amounted to $53,722 and 2016,$0 as of December 31, 2018 and 2017 respectively and is not protected by FDIC insurance or any other similar insurance. The Company’s bank account in the Company has not issued any stock-based paymentsUnited States amounted to its employees.

Stock-based compensation$15,445 and $6,496 and is accounted for at fair value in accordance with ASC 718, when applicable.  To date, the Company has not adopted a stock option plan and has not granted any stock options.protected by FDIC insurance up to $250,000.

 

Revenue Recognitionrecognition

The Company recognizes revenue in accordance withadopted Accounting Standards Codification (“ASC”) 605, “Revenue Recognition”.606. ASC 605606, Revenue from Contracts with Customers, establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires that four basic criteria must be met beforean entity to recognize revenue can be recognized: (1) persuasive evidenceto depict the transfer of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebatesgoods or services to customers estimated returns and allowances, and other adjustments are provided for in an amount that reflects the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such timeconsideration that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or lessit expects to be cash equivalents. The Company's bank accountsentitled to receive in exchange for those goods or services recognized as performance obligations are deposited in insured institutions. The funds are insured up to $250,000. At December 31, 2017 and 2016 the Company's bank deposits did not exceed the insured amounts.satisfied.

Basic and Diluted Income (Loss) Per Share

The Company computes income (loss) per share in accordance with FASB ASC 260, “Earnings per Share” which requires presentation of both basic and diluted earnings per share onhas assessed the faceimpact of the statement of operations. Basic lossguidance by performing the following five steps analysis:

Step 1: Identify the contract

Step 2: Identify the performance obligations

Step 3: Determine the transaction price

Step 4: Allocate the transaction price

Step 5: Recognize revenue

Earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period.  Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.Share

F-8

For the years ended December 31, 20172018 and 20162017 there were no potentially dilutive debt or equity instruments issued or outstanding and any such shares would have been excluded from the computation because they would have been anti-dilutive as the Company incurred losses in these years.periods.

 

Fair Value of Financial Instruments

ASC 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

These tiers include:

Level 1: defined as observable inputs such as quoted prices in active markets;

Level 2:  defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

Level 3:  defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The carrying value of cash and the Company’s loan from shareholder approximates its fair value due to their short-term maturity.Income Taxes

 

Income Taxes

The Company accounts for income taxes pursuant to FASB ASC 740 “Income Taxes”. Under ASC 740 deferred income taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The provision for income taxes represents the tax expense for the period, if any, and the change during the period in deferred tax assets and liabilities. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

ASC 740 also provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions. Under ASC 740, the impact of an uncertain tax position on the income tax return may only be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. At December 31, 20172018 and 2016,2017, there were no unrecognizeduncertain tax benefits.

Advertising Costs

The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $0 during years ended December 31, 2017 and 2016.positions.

 

NOTE 4 – COMMON STOCK

The Company has 75,000,000 shares of common stock authorized with a par value of $ 0.001 per share.

At September 30, 2016, the Company issued 2,620,000shares of its common stock to 2 shareholders at $0.01per share for total proceeds of $26,200.

As at December 31, 2017, 8,620,000 shares of common stock were issued and outstanding.Stock-Based Compensation

 

F-9

NOTE 5 – INCOME TAXES

Deferred income tax assets and liabilities are computed annually for differences between financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.

As of December 31, 2018 and 2017, the Company had net operating loss (NOL) carry forwards of $70,371.  The deferred tax asset applicablehas not issued any stock-based payments to the net loss of $17,592 was offset entirely by a valuation allowance, which changed by $17,592 during 2017. As of December 31, 2016 the Company had net operating loss carry forwards of $34,951 that may be available to reduce future years’ taxable income through 2035. However, the Company’s ability to use the carryover net operating loss may be substantially limited or eliminated pursuant to Internal Revenue Code Section 382. Future tax benefits which may arise as a result of these losses have not been recognizedits employees.

Stock-based compensation is accounted for at fair value in these financial statements, as their realization is determined not likely to occur and accordingly,accordance with ASC 718, when applicable. To date, the Company has recordednot adopted a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.stock option plan and has not granted any stock options.

Our policy is to recognize interest and/or penalties related to income tax matters in income tax expense. We had no accrual for interest or penalties on our consolidated balance sheets at December 31, 2017 or 2016, and have not recognized interest and/or penalties in the consolidated statement of operations for the years ended December 31, 2017 or 2016.

Recent accounting pronouncements

The Company adoptedcontinually assesses any new accounting pronouncements to determine their applicability to the provisionsCompany. Where it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequence of ASC 740-10-50, formerly FIN 48,the change to its financial statements and “Accounting for Uncertaintyassures that there are proper controls in Income Taxes”.place to ascertain that the Company’s financials properly reflect the change. The Company had no material unrecognized income tax assets or liabilitiescurrently does not have any recent accounting pronouncements that they are studying and feel may be applicable.

NOTE 4 – PREPAID EXPENSE

Prepaid expense amounted to $14,767 and $6,667 as of December 31, 2017.2018 and 2017, respectively. Prepaid expenses in 2018 and 2017 are mainly prepaid service fees.

NOTE 65 – LOAN FROM FORMER SHAREHOLDERAN UNRELATED PARTY

Loan from an unrelated party amounted to $2,909 and $0 as of December 31, 2018 and 2017, respectively. Loan from an unrelated party are interest free, without collateral, and due on demand.

NOTE 6 - DUE TO RELATED PARTIES

In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attainsattain adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.

 

As of December 31, 2018 and 2017, the amounts outstanding were $64,370 and 2016, the amount outstanding was $41,709 and $9,625 respectively.$41,709. The loan isadvances were non-interest bearing, due upon demand and unsecured.

The Company’s former sole shareholder and former director donated office space free of charge and will devote

  December 31,
2018
  December 31,
2017
 
Zilin Wang (1) $42,724  $- 
Prior shareholders (2)  -   41 ,709 
AllyMe Holding Inc. (3)  21,646   - 
Total due to related parties $64,370  $41,709 

(1)Zilin Wang is the CEO and shareholder of the Company

(2)The Company’s former sole shareholder and former director donated office space free of charge and devoted approximately 20 hours a week to the Company’s operations without payments. During 2017 proceeds from related party loans were $41,709. The debt owed to prior shareholders was forgiven and accounted for as a contribution to additional paid in capital upon the change in control in July 2018
(3)Zilin Wang is the prior CEO and prior shareholder of AllyMe Holding Inc.

NOTE 7 - INCOME TAXES

United States

The Company is incorporated in United States, and is subject to corporate income tax rate of 21%.

The People’s Republic of China (PRC)

Under the Provisional Regulations of The People’s Republic of China Concerning Income Tax on Enterprises promulgated by the PRC, which took effect on January 1, 2008, domestic and foreign companies pay a unified corporate income tax of 25%, except for a 15% corporate income tax rate for qualified high technology and science enterprises.

The EIT Law also imposes a withholding income tax of 10% on dividends distributed by a foreign invested enterprise to its immediate holding company outside of China, if such immediate holding company is considered as a non-resident enterprise without any establishment or place within China or if the received dividends have no connection with the establishment or place of such immediate holding company within China, unless such immediate holding company’s jurisdiction of incorporation has a tax treaty with China that provides for a different withholding arrangement. Such withholding income tax was exempted under the previous income tax regulations.

Loss before income taxes consists of:

  For the years ended
December 31,
 
  2018  2017 
Non-PRC $(78,437) $(33,265)
PRC  1,360   - 
  $(77,077) $(33,265)

The income tax expense in the consolidated statements of operations consisted of:

  For the years ended
December 31,
 
  2018  2017 
Unites States Enterprise Income Tax $ -  $ - 
PRC Enterprise Income Tax  -   - 
Income taxes, net $-  $- 

The components of deferred taxes are as follows at December 31, 2018 and 2017:

  December 31,
2018
  December 31, 2017 
Deferred tax assets, current portion        
Amortization of fair value of stock for services $-  $- 
Total deferred tax assets, current portion  -   - 
Valuation allowance  -   - 
Deferred tax assets, current portion, net $-  $- 
Deferred tax assets, non-current portion        
Fixed assets $-  $- 
Net operating losses  16,186   6,986 
Total deferred tax assets, non-current portion  16,186   6,986 
Valuation allowance  (16,186)  (6,986)
Deferred tax assets, non-current portion, net $-  $- 

The Company is subject to United States of America tax law. As of December 31, 2018, the operations in the United States of America incurred $136,082 of cumulative net operating losses that can be carried forward to offset future taxable income. The net operating loss carry forwards as of December 31, 2018 will expire in the year 2036 if not utilized. The Company has provided full valuation allowance for the deferred tax assets on the expected future tax benefits from the net operating loss carry forwards as the management believes it is more likely than not that these assets will not be realized in the future.

A reconciliation between the income tax computed at the U.S. statutory rate and the Company’s operations without payments. provision for income tax in the PRC is as follows:

  December 31, 2018  December 31,
2017
 
Tax expense at statutory rate - US  21%  21%
Foreign income not recognized in the U.S.  (21)%  (21)%
PRC enterprise income tax rate  25%  25%
Loss not subject to income tax  (25)%  (25)%
Effective income tax rates  -%  -%

NOTE 8 - STOCKHOLDERS’ EQUITY (DEFICIT)

The revenue earned during the year endedCompany is authorized to issue 75,000,000 shares of common stock with a par value of $0.001 and 10,000,000 shares of preferred stock with a par value of $0.001. There is no preferred stock issued and outstanding as of December 31, 2016 was a result2018. There are 8,944,060 and 8,620,000 shares of the former director’s donated consulting hours tocommon stock outstanding as of December 31, 2018 and 2017, respectively.

In August 2018, the Company received a deposit for 96,700 shares of common stock at $0.05 per share for total of $4,835 from 1 unrelated party. These shares have been issued as of reporting date.

In August 2018, the Company received a deposit for 260 shares of common stock at $0.5 per share for total of $130 from 1 unrelated party. These shares have been issued as of reporting date.

In September 2018, the Company received a deposit for 86,100 shares of common stock at $0.05 per share for total of $4,305 from 27 unrelated parties. These shares have been issued on October 8, 2018.

In September 2018, the Company received a deposit for 29,000 shares of common stock at $0.5 per share for total of $14,500 from 16 unrelated parties. These shares have been issued on October 8, 2018.

In October 2018, the Company received a deposit for 3,000 shares of common stock at $0.50 per share for total of $5,000 from 3 unrelated party. These shares have been issued on October 8, 2018.

In October 2018, the Company received a deposit for 10,000 shares of common stock at $0.05 per share for total of $500 from 1 unrelated party. These shares have been issued on October 30, 2018.

In October 2018, the Company received a deposit for 2,000 shares of common stock at $1.00 per share for total of $2,000 from 1 unrelated party. These shares have been issued on October 30, 2018.

In November 2018, the Company received a deposit for 42,000 shares of common stock at $1.00 per share for total of $42,000 from 5 unrelated parties. These shares have been issued in November 2018.

In December 2018, the Company issued 40,000 shares of common stock at $0.05 per share for total of $2,000 to provide consulting services.4 unrelated parties under the Company’s 2018 Employee, Director and Consultant Stock Plan. The money was received in 2019.

During 2017 proceeds from related party loans were $41,709.  During 2017, $9,625

The debt of loans from a former officer and majority shareholder$48,333 owed to prior shareholders was forgiven and reclassifiedaccounted for as a contribution to additional paid in capital.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

Commitments:

The Company currently has no long-term commitments as of our balance sheet date.

Contingencies:

None as of our balance sheet date.capital upon the change in control in July 2018.

 

NOTE 89 – BUSINESS COMBINATION

On September 13, 2018, the Company purchased 1,040,000 shares of common stock of AllyMe for a total consideration of $1,040. These shares comprise approximately 51% of the then issued and outstanding shares of common stock of AllyMe.

The Combination of AllyMe US and AllyMe are considered business acquisition and the method used to present the transaction is the acquisition method. The acquisition method is a method of accounting for a merger of two businesses. The tangible assets and liabilities and operations of the acquired business were combined at their market value of the acquisition date, which is the date when the acquirer gains control over the acquired company

The following table summarizes the consideration paid for AllyMe and the fair value amounts of assets acquired and liabilities assumed recognized at the acquisition date:

Purchase price $1,040 
     
Cash $10,702 
Total assets: $10,702 
Less: liabilities assumed  (21,312)
Net assets acquired  (10,610)
Purchase price in excess of net assets acquired $11,649 

Zilin Wang is CEO and shareholder of both AllyMe US and AllyMe. So the combination is deemed as between related parties. The purchase price in excess of the assets acquired is booked as additional paid in capital.

AllyMe and its subsidiary China Info were both formed in 2018. No unaudited pro forma condensed combined statements of operations are presented to illustrate the estimated effects of the merger of AllyMe. by AllyMe US (the “Transaction”) on the historical results of operations of AllyMe.

NOTE 10 – SUBSEQUENT EVENTS

F-10

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to December 31, 20172018 to the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

None.

 

Item 9A(T). Controls and ProceduresITEM 9A. CONTROLS AND PROCEDURES.

Management’s Report onEvaluation of Disclosure Controls and Procedures

Management

The Company’s management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedure include, without limitations, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

In accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was completed by the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this Annual Report. Based on that evaluation, the Company’s sole officer concluded that the Company’s disclosure controls and procedures were not effective in providing reasonable assurance that the information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms.

Management’s Report on Internal Control over Financial Reporting

Our 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 internalreporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, 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. America and includes those policies and procedures that:

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

12

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projectionsProjections 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. UnderAll internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the supervision and withinherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the participationfinancial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

As of December 31, 2018 management including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation ofassessed the effectiveness of the Company’sour internal control over financial reporting as of December 31, 2017 usingbased on the criteria for effective internal control over financial reporting established in Internal Control - Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"(“COSO”).

A material weakness is a deficiency, or combination and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application 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 reportingUS GAAP rules as of December 31, 2017, the Company determined that internal controlmore fully described below. This was ineffective because there were controldue to 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 the 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 Board of Directors actsexisted in the capacitydesign or operation 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.

  1. We did not maintain appropriate cash controls – As of December 31, 2017, the Company has not maintained sufficientour internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

    The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our management in connection with the review of our financial statements for the cash process, including failure to segregate cash handlingyear ended December 31, 2018.

    Management believes that the material weaknesses set forth in items (2) and accounting functions, and(3) above did not require dual signaturehave an effect on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the factour financial results. However, management believes that the Company had limited transactionslack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in their bank accounts.

  2. We did not implement appropriate information technology controls – As at December 31, 2017, the Company retains copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of dataineffective oversight in the eventestablishment and monitoring of theft, misplacement, or loss due to unmitigated factors.

Accordingly, the Company concluded that these control deficiencies resultedrequired internal controls and procedures, which could result in a reasonable possibility that a material misstatement of the annual or interimin our 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 December 31, 2017 based on criteria established in Internal Control—Integrated Framework issued by COSO.future periods.

 

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 December 31, 2017, that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

This annual report does not include an attestation report of the Company’sour registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’sour registered public accounting firm pursuant to temporary rules of the SEC that permit the Companyus to provide only the management’s report in this annual report.

 

PART IIIManagement’s Remediation Initiatives

Item 10. Directors, Executive Officers, Promoters and Control Persons

Given the financial resources available to the Company, the Company is not in a position to institute any realistic remediation of the identified material weaknesses and other deficiencies and enhance our internal controls. At such time that the Company has the financial resources to address and eliminate the identified weaknesses, we intend to create take action to do so. Unfortunately, until the Company has such financial resources, the identified weaknesses will continue to exist.

 

DIRECTORS AND EXECUTIVE OFFICERSChanges in Internal Control over Financial Reporting.

The name, address

During the last quarter of the Company’s fiscal year ended December 31, 2018, there were no changes in the Company’s internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Limitations on the Effectiveness of Controls.

A control system, no matter how well conceived and positionoperated, can provide only reasonable, not absolute, assurance that the objectives of our present officers and directorsthe control system are set forth below:met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected.

ITEM 9B. OTHER INFORMATION

None

Name and Address of Executive

   Officer and/or Director

13

 

Age

Position

Yonghua Kang

Zheng Road (5# Plant)

Shushan Industrial Park

Hefei, China 230031

Tel.  +189-5653-9083

27

Director, CEO

Xinlong Liu

Zheng Road (5# Plant)

Shushan Industrial Park

Hefei, China 230031

Tel.  +189-5653-9083

Huang Lei             

Zheng Road (5# Plant)

Shushan Industrial Park

Hefei, China 230031

Tel.  +189-5653-9083

31      

35

Director, COO

Secretary

Aiyun Xu

36

Director, CFO

Zheng Road (5# Plant)

Shushan Industrial Park

Hefei, China 230031

Tel.  +189-5653-9083

Shaochun Dong

42

Director

Zheng Road (5# Plant)

Shushan Industrial Park

Hefei, China 230031

Tel.  +189-5653-9083

Dagen Cheng

41

Director

Zheng Road (5# Plant)

Shushan Industrial Park

Hefei, China 230031

Tel.  +189-5653-9083

 

Biographical Information and Background of officers and directorsPART III.

Xinlong Liu, 31, is the Chairman of Anhui Weiying Investment Holding Co. Ltd, and has been with that Company since December 2014. He was appointed to his current position with WeWin Group Corp. on January 30, 2017. His duties include overseeing the work of the President and other officers, and forming the company’s annual budget and investment plans. Mr Liu was formerly a Director of Amy International (Hong Kong) Co. Ltd. from 2011 to 2016. Amy International (Hong Kong) Co. Ltd. is a beauty equipment sales and service company. There, Mr. Liu was responsible for the day-to-day management and operations. Mr. Liu received his BS in Traditional Chinese Medicine from Southern Medical University (Guangzhou, China) in 2009.

 

Yonghua Kang, 27, is the President of Anhui Weiying Investment Holding Co. Ltd, and has been with the company since December 2014. He was appointed to his current position with WeWin Group Corp. on January 30, 2017. Mr. Kang develops the company’s lead business strategy and operations, and oversees the day-to-day operations of the company. Mr. Kang was formerly the Vice-President of Amy International Co., Ltd. from 2012 to 2016, where he developed and managed the company’s marketing platform.ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

The following individuals currently serve as our executive officers and directors:

NameAgePositions
Zilin Wang59President, Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer

Shaochun Dong, 42,Zilin Wang, President, Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer

Mr. Wang has been the Vice-President of Anhui Weiying Investment Holding Co. Ltd,  since February 2016. He was appointed to his current position with WeWin Group Corp. on January 30, 2017. Mr. Dong manages the employment staffPresident, Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer and respective departments, and aids the President in managing the day-to-day operations. Mr. Dong was formerly the Vice-President of Anhui Guogou Group Co. from 2010 to 2016. Anhui Guogou Group Co. specializes in industrial investment, trade logistics and modern finance. There, Mr. Dong was responsible for the managementsole Director of the company’s day-to-day operationsCompany since July 2018. Prior to 1995, Zilin Wang served as an associate professor at the Daqing Petroleum Institute in China. In 1995 he relocated to Vancouver, Canada. From 2012 to 2013, Mr. Wang served as president of the Kitimat Hotel group, Canada. Since 2014, he has served as chairman of AllyMe Financial Services Ltd., Shenzhen, China. In 2014, Mr. Wang designed intelligent terminal software which provides management tools for modernization, consumption diversification information and business administration.networking. The system applied for software copyright protection in China. In 2011, Mr. DongWang received the “China’s Ten Outstanding CDO” by the China Brand Association. Mr. Wang received his BABachelor Science degree specializing in Business Administrationcomputer science.

Mr. Wang devotes approximately 25% of his business time to the affairs of the Company. The time Mr. Wang spends on the business affairs of the Company varies from Nanjing Universityweek to week and is based upon the needs and requirements of Science and Technology in 1998.the Company.

 

Dagen Cheng, 41, is the Vice President of Anhui Weiying Investment Holding Co. Ltd, Audit Committee and has been with the company since January 2016. He is an executive at the company managing its day-to-day operations. He was previously Vice President of Amy International Co. Ltd. from January 2010 to December 2014. He was appointed to his current position with WeWin Group Corp. on January 30, 2017.Audit Committee Financial Expert

 

Aiyun Xu, 36, is the CFO of Anhui Weiying Investment Holding Co. Ltd,  and has been with the company since September 2017. She was appointed to her current position with WeWin Group Corp. on January 30, 2017. She supervises the company’s accounting practices, organizes the company’s budget policy, and manages the company’s finances in compliance with the applicable laws. Ms. Xu was formerly the CFO of Anhui Nanxiang Group Co. from 2011 to 2016. Anhui Nanxiang Group Co.’s main business is in commercial property finance and investment. Ms. Xu was responsible for managing the company’s financial and accounting department. Ms. Xu received her BA in accounting from Anhui University of Finance and Economics in 2002, and is a certified accountant.

Huang Lei, 35, is the Secretary of Anhui Weiying Investment Holding Co. Ltd, and has been with the company since May 2017. He maintains the company’s branding with key customers by liaising directly between them and board of directors. Mr. Lei was formerly the Manager of the Department of Key Customers at the Hefei Branch of Ping An Insurance Company, a consulting and financial products company. He was appointed to his current position with WeWin Group Corp. on January 30, 2017.

AUDIT COMMITTEE

We do not have an audit committee financial expert. We do notcurrently have an audit committee financial expert, because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, becausenor do we have no operations, atan audit committee. Our entire board of directors, which currently consists of Mr. Wang, handles the present time,functions that would otherwise be handled by an audit committee. We do not currently have the capital resources to pay director fees to a qualified independent expert who would be willing to serve on our board and who would be willing to act as an audit committee financial expert. As our business expands and as we believe the servicesappoint others to our board of directors we expect that we will seek a financialqualified independent expert are not warranted.to become a member of our board of directors. Before retaining any such expert our board would make a determination as to whether such person is independent.

 

SIGNIFICANT EMPLOYEESSection 16(a) Beneficial Ownership Reporting Compliance.

We have no employees other than Yonghua Kang- director and CEO, Mr. Xinlong Liu- Director and COO, Ms. Aiyun Xu - Director and CFO, Mr. Shaochun Dong- Director, Mr. Dagen Cheng- Director,and Huang Lei -secretary; they are all currently devote approximately twenty hours per week to company matters. We intend to hire employees on an as needed basis.

 

Section 16(a) of the Securities Act of 1934 requires the Company’s officers and directors, and greater than 10% stockholders, to file reports of ownership and changes in ownership of its securities with the Securities and Exchange Commission. Copies of the reports are required by SEC regulation to be furnished to the Company. Based on management’s review of these reports during the fiscal year ended December 31, 2018, all reports required to be filed were filed on a timely basis.

Code of Ethics

Our board of directors has adopted a code of ethics that our officers, directors and any person who may perform similar functions are subject to. Currently Mr. Wang is our only officer and our sole director, therefore, he is the only person subject to the Code of Ethics. If we retain additional officers in the future to act as our principal financial officer, principal accounting officer, controller or persons serving similar functions, they would become subject to the Code of Ethics. The Code of Ethics does not indicate the consequences of a breach of the code. If there is a breach, the board of directors would review the facts and circumstances surrounding the breach and take action that it deems appropriate, which action may include dismissal of the employee who breached the code. Currently, since Mr. Wang serves as the sole director and sole officer, he is responsible for reviewing his own conduct under the Code of Ethics and determining what action to take in the event of his own breach of the Code of Ethics.

ItemITEM 11. Executive CompensationEXECUTIVE COMPENSATION.

The following tables set forth certain information about

No past officer or director of the Company has received any compensation paid, earnedand none is due or accruedpayable. Our sole current officer and director, Zilin Wang, does not receive any compensation for the services he renders to the Company, has not received compensation in the past, and is not accruing any compensation pursuant to any agreement with the Company. We currently have no formal written salary arrangement with our sole officer. Mr. Wang may receive a salary or other compensation for services by our President, and Secretary and all other executive officers (collectively,that he provides to the “Named Executive Officers”) from inception on August 13, 2014 until December 31, 2017.

SUMMARY COMPENSATION TABLE

Name and Principal Position

Year

Salary (US$)

Bonus (US$)

Stock Awards (US$)

Option Awards (US$)

Non-Equity Incentive Plan Compensation (US$)

Nonqualified Deferred Compensation Earnings (US$)

All Other Compensation (US$)

Total (US$)

Aiyun Xu-

Director, CFO

Andrei Gurduiala-

 Former President

Yonghua Kang-

Director, CEO

Xinlong Liu-

Director, COO

2016-2017

         0

         0

           0

           0

                       0

                       0

                       0

        0

Aiyun Xu-

Director, CFO

Andrei Gurduiala-

 Former President

Yonghua Kang-

Director, CEO

Xinlong Liu-

Director, COO

2016-

2017

         0

         0

           0

           0

                       0

                       0

                       0

        0

There are no current employment agreements betweenCompany in the company and its officers. The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officer. There are no otherfuture. No retirement, pension, profit sharing, stock option plans, retirement, pension, or profit sharing plansinsurance programs or other similar programs have been adopted by the Company for the benefit of our officers and directors other than as described herein.

CHANGE OF CONTROL

As of December 31, 2017, we had no pension plans or compensatory plans or other arrangements that provide compensation in the event of a termination of employment or a change in our control.Company’s employees.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table provides certain information regarding the ownership of our common stock, as of December 31, 2017 and as of the date of the filing of this annual report by:

14

each of our executive officers;

each director;

each person known to us to own more than 5% of our outstanding common stock; and

all of our executive officers and directors and as a group.

 

Title of ClassITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Name and Address of

Beneficial Owner

Amount and Nature of 

Beneficial Ownership

Percentage

Common Stock

Anhui Weiyang Investment Holding Co. Ltd

Zheng Road (5# Plant)

Shushan Industrial Park

Hefei, China 230031

8,618,000 shares of common stock

 

99.9%

The percent of class is based on 8,620,000 shares of common stock issued and outstanding as of the date of this annual report.

Item 13. Certain Relationships and Related Transactions

During the year ended December 31, 2017, we had not entered into any transactions with our officers or directors, or persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons wherein the amount involved in the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1% of the average of our total assets for the last three fiscal years.

Item 14. Principal Accountant Fees and Services 

The following table sets forth certain information regarding beneficial ownership of the Company’s Common Stock as of December 31, 2018, by: (I) each current director; each nominee for director, and executive officer of the Company; (ii) all directors and executive officers as a group; and (iii) each shareholder who owns more than five percent of the outstanding shares of the Company’s Common Stock. Except as otherwise indicated, the Company believes each of the persons listed below possesses sole voting and investment power with respect to the shares indicated.

Name and Address Number of shares  Percentage
Owned (1)(2)
 
Zilin Wang
13-4832 Lazelle Ave., Terrace BC V8G 1T4, Canada
  8,618,000   96.35%

(1) This table is based upon 8,944,060 shares issued and outstanding as of December 31, 2018.

(2) Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting and investment power with respect to the shares. Shares of Common Stock subject to options or warrants currently exercisable or exercisable within 60 days are deemed outstanding for computing the percentage of the person holding such options or warrants but are not deemed outstanding for computing the percentage of any other person.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Certain Relationships and Related Transactions

Related Party Transactions

$64,370 was due to Zilin Wang, the sole officer and director of the Company, as of December 31, 2018. The amount due derives from advances of operating expenses made by Mr. Wang and are unsecured, non-interest bearing, and due on demand. As of December 31, 2017, the Company had a loan payable to a former shareholder in the amount of $41,709. This loan is non-interest bearing, due upon demand and unsecured.

15

Director Independence

As of December 31, 2018, Zilin Wang was the sole director of the Company. Mr. Wang is not considered “independent” in accordance with rule 4200(a)(15) of the NASDAQ Marketplace Rules. We are not currently traded on NASDAQ and are therefore not required to comply with the NASDAQ Marketplace Rules.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

AUDIT FEES

The aggregate fees billed by our principal independent accountants Pritchett, Siler & Hardy, P.C.auditors, KSP Group, Inc. was $[insert] for 2016 andprofessional services rendered for the audit of our annual financial statements for fiscal year ended December 31, 2018. The aggregate fees billed by our former auditors, Haynie & Company was $10,000 for 2017,professional services rendered for the categoriesaudit of services indicated.our annual financial statements for fiscal year ended December 31, 2017.

 

 

Years Ended December 31,

Category

 

2017

 

 

2016

Audit Fees

 

$

10,000

 

 

$

10,000

Audit Related Fees

 

 

-

 

 

 

-

Tax Fees

 

 

-

 

 

 

-

All Other Fees

 

 

-

 

 

 

-

Total

 

$

10,000

 

 

$

10,000

 

AUDIT-RELATED FEES

During the last two fiscal years, no fees were billed or incurred for assurance or related services by either of our auditors that were reasonably related to the audit or review of financial statements reported above.

TAX FEES

There were no tax preparation fees billed for the fiscal years ended December 31, 2018 or 2017.

ALL OTHER FEES

During the last two fiscal years, no other fees were billed or incurred for services by our auditors other than the fees noted above. Our board, acting as an audit committee, deemed the fees charged to be compatible with maintenance of the independence of our auditors.

THE BOARD OF DIRECTORS PRE-APPROVAL POLICIES

We do not have a separate audit committee. Our full board of directors performs the functions of an audit committee. Before an independent auditor is engaged by us to render audit or non-audit services, our board of directors pre-approves the engagement. Board of directors pre-approval of audit and non-audit services will not be required if the engagement for the services is entered into pursuant to pre-approval policies and procedures established by our board of directors regarding our engagement of the independent auditor, provided the policies and procedures are detailed as to the particular service, our board of directors is informed of each service provided, and such policies and procedures do not include delegation of our board of directors’ responsibilities under the Exchange Act to our management. Our board of directors may delegate to one or more designated members of our board of directors the authority to grant pre-approvals, provided such approvals are presented to the board of directors at a subsequent meeting. If our board of directors elects to establish pre-approval policies and procedures regarding non-audit services, the board of directors must be informed of each non-audit service provided by the independent auditor. Board of Directors pre-approval of non-audit services, other than review and attest services, also will not be required if such services fall within available exceptions established by the SEC. For the fiscal year ended December 31, 2018, 100% of audit-related services, tax services and other services performed by our independent auditors were pre-approved by our board of directors.

Our board has considered whether the services described above under the caption “All Other Fees”, which are currently none, is compatible with maintaining the auditor’s independence.

The board approved all fees described above.

16

PART IV

ItemITEM 15. ExhibitsEXHIBITS, FINANCIAL STATEMENTS

The following exhibitsdocuments are filed as part of this Annual Report.10-K:

 

Exhibits:1. FINANCIAL STATEMENTS

31.1       Certification

The following documents are filed in Part II, Item 8 of Chief Executive Officer pursuant to Section 302(a)this annual report on Form 10-K:

Report of KSP Group, Inc., Independent Registered Certified Public Accounting Firm for the fiscal year ended December 31, 2018
Report of Haynie & Company, Independent Registered Certified Public Accounting Firm for the fiscal year ended December 31, 2017
Balance Sheets as of December 31, 2018 and 2017
Statements of Operations for the years ended December 31, 2018 and 2017
Statements of Changes in Stockholders’ Equity for the period from December 31, 2016 to December 31, 2018
Statements of Cash Flows for the years ended December 31, 2018 and 2017
Notes to Financial Statements

2. FINANCIAL STATEMENT SCHEDULES

All financial statement schedules have been omitted as they are not required, not applicable, or the required information is otherwise included.

3. EXHIBITS

The exhibits listed below are filed as part of or incorporated by reference in this report.

Exhibit No.Identification of Exhibit
31.1.Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2.Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1Certification of Officers pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

17

SIGNATURES

 

31.2        CertificationPursuant to the requirements of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act

32.1Certification of Chief Executive Officer and Chief Financial Officer Under Section 1350 as Adopted Pursuant Section 906 of the Sarbanes-Oxley Act

SIGNATURES

In accordance with the requirements13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

WEWIN GROUP CORP.

AllyMe Group, Inc.

Dated: April 18, 2018

S/ Yonghua Kang

(Registrant)

By:   Yonghua Kang, CEO, Director

Dated: April 18, 2018

S/ Aiyun Xu          

By

By:   Aiyun Xu, CFO/s/ Zilin Wang
Zilin Wang
President, Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer Director

Dated: April 18, 2018

S/ Xinlong Liu     

By:   Xinlong Liu, COO, Director

Date
April 11, 2019

 

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Yonghua Kang, certify that: 

1.

I have reviewed this Form 10-K of WEWIN GROUP CORP.;

2.

Based on my knowledge, this report does not contain any untrue statement of a 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 present in this report;

4.

I am 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 13-a-15(f) and 15d-15(f)) for the registrant and have:

a)

Designed such disclosure controls and procedures, or caused such disclosure controls 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; and

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 involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant and in the capacity and on the date indicated.

 

Date: April 18, 2018

By:

By

/s/ Yonghua KangZilin Wang

Yonghua Kang

Zilin Wang

Sole Director, President, Chief Executive Officer,

WEWIN GROUP CORP.

Chief Financial Officer and Principal Accounting Officer

DateApril 11, 2019

 

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Aiyun Xu, certify that:

1.

I have reviewed this Form 10-K of WEWIN GROUP CORP.;

18

2.

Based on my knowledge, this report does not contain any untrue statement of a 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 present in this report;

4.

I am 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 13-a-15(f) and 15d-15(f)) for the registrant and have:

a)

Designed such disclosure controls and procedures, or caused such disclosure controls 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; and

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 involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 18, 2018

By:

/s/ Aiyun Xu

Aiyun Xu

Chief Financial Officer

WEWIN GROUP CORP.

Exhibit 32.1

CERTIFICATION OF

PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with this Annual Report of WEWIN GROUP CORP. (the “Company”) on Form 10-K for the year ending December 31, 2017, as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), I, Yonghua Kang, Director and Chief Executive Officer (Principal Executive Officer) of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

1.

Such Yearly Report on Form 10-K for the year ending December 31, 2017, 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 such Yearly Report on Form 10-K for the year ending December 31, 2017, fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 18, 2018

By:

/s/ Yonghua Kang

Yonghua Kang

Director, Chief Executive Officer

WEWIN GROUP CORP.