UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q
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Mark One
[X] QUARTERLY REPORT PURSUANT TOUNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2017
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to _______
COMMISSION FILE NO. 333-209478
WEWIN GROUP CORP.
(Formerly Makh Group Corp.)Quarter ended March 31, 2020
(Exact
Commission File Number: 333-209478
ALLYME GROUP, INC.
(Exact name of registrant as specified in its charter)
Nevada | 32-0446353 | ||
(State |
| (I.R.S. Employer Identification |
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Zheng Road (5# Plant)10250 Constellation Blvd., Suite 100, Los Angeles, CA 90067
Shushan Industrial Park
Hefei, China 230031
Tel. +189-5653-9083
(Address and telephone number of principal executive offices)
+1 (778) 888-2886
Registrant’s telephone number, including area code
Indicate by check mark
n/a
Former address if changed since last report
Securities registered under Section 12(b) of the Exchange Act: None
Title of each Class | Ticker Symbol | Name of each exchange on which registered | ||
Common Stock, par value $0.001 | WWIN | Pink Sheets |
Check 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 precedingpast 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[X] Yes [ X ] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 ofand Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes [ X ] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitiondefinitions of “large accelerated filer,” “accelerated filer,”filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer [ ] | Accelerated Filer [ ] | Non-Accelerated Filer [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No
The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.
Three months ended September 30, 2017 Three months ended September 30, 2016 Nine months ended September 30, 2017 Nine months ended September 30, 2016 Revenues $ - $ - $ - $ 1,500 Operating expenses General and administrative expenses 16,999 16,564 41,442 32,460 Net loss from operations (16,999) (16,564) (41,442) (30,960) Loss before taxes (16,999) (16,564) (41,442) (30,960) Provision for taxes - - - - Net loss $ (16,999) $ (16,564) $ (41,442) $ (30,960) Loss per common share: Basic and Diluted $ (0.00)* $ (0.00)* $ (0.00)* $ (0.00)* Weighted Average Number of Common Shares Outstanding: Basic and Diluted 8,620,000 8,620,000 8,620,000 8,210,819
The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.
WEWIN GROUP CORP. CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) Nine months Ended September 30, 2017 Nine months ended September 30, 2016 Operating Activities Net loss $ (41,442) $ (30,960) Prepaid expenses 4,997 (9,167) Accrued expenses 10,690 - Net cash used in operating activities (25,755) (40,127) Investing Activities - - Net cash provided by (used in) investing activities - - Financing Activities Loans from director 30,100 7,900 Proceeds from sale of common stock - 26,200 Net cash provided by financing activities 30,100 34,100 Net increase in cash and equivalents 4,345 (6,027) Cash and equivalents at beginning of the period 207 6,076 Cash and equivalents at end of the period $ 4,552 $ 49 Supplemental cash flow information: Cash paid for: Interest $ - $ - Taxes $ - $ -
The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.
The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.
ALLYME GROUP,
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS Organization and Description of Business
Pursuant to an Agreement for the Purchase of Common Stock dated as of June 28, 2018, 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 issued and outstanding shares of the Company. This resulted in a change of control of the Company. Effective July 17, 2018, the Board of Directors accepted the resignation of Yonghua Kang as CEO and a director of the Company, Xinlong Liu as COO and a director of the Company, Huang Lei as Secretary of the Company, Aiyun Xu as CFO and a director of the Company, Shaochun Dong as a director of the Company and Dagen Cheng as 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.” The outbreak of COVID19 coronavirus in China and in US starting from the beginning of 2020 has resulted reduction of working hours for the Company. The Company followed the restrictive measures implemented in China, by suspending operation and having employees’ work remotely during February and March 2020. The Company gradually resumed operation and production starting in April 2020. Other financial impact could occur though such potential impact is unknown at this time.
NOTE 2 – GOING CONCERN The Company has incurred 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 NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Interim Financial Statements The accompanying unaudited condensed interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission with respect to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited interim financial statements should be read in conjunction with the audited financial statements of the Company for the year ended December 31, 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
In the opinion of management, the unaudited interim consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. All significant intercompany transactions and balances are eliminated in consolidation. However, the results of operations included in such financial statements may not necessary be indicative of annual results. The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. These unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the Securities and Exchange Commission (“SEC”) on June 18, 2020 (“2019 Form 10-K.”)
Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the U.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 amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Non-controlling interests 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 Allyme operates in Cayman. The financial position and results of its operations are determined using USD. 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 RMB 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:
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 $5,654 and $418,229 as of March 31, 2020 and December 31, 2019, respectively. The Company’s cash held in bank accounts in the PRC amounted to $4,328 and $416,810 as of March 31, 2020 and December 31, 2019 respectively and is not protected by FDIC insurance or any other similar insurance. The Company’s bank account in the United States amounted to $1,326 and $1,419 and is protected by FDIC insurance up to $250,000. Revenue recognition The Company adopted Accounting Standards Codification (“ASC”) 606. ASC 606, 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 an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. The Company has assessed the impact of the guidance 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 Substantially all of the Company’s revenue is derived from providing consulting services. The Company considers signed engagement agreement to be a contract with a customer. Contracts with customers are considered to be short-term when the time between signed agreements and satisfaction of the performance obligations is equal to or less than one year, and virtually all of the Company’s contracts are short-term. The Company recognizes revenue when services are provided to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services. The Company typically satisfies its performance obligations in contracts with customers upon delivery of the services. The Company does not have any contract assets since the Company has an unconditional right to consideration when the Company has satisfied its performance obligation and payment from customers is not contingent on a future event. Generally, payment is due from customers immediately at the invoice date, and the contracts do not have significant financing components nor variable consideration. There is no returns and there is no allowances. All of the Company’s contracts have a single performance obligation satisfied at a point in time and the transaction price is stated in the contract, usually as a price per unit. All estimates are based on the Company’s historical experience, complete satisfaction of the performance obligation, and the Company’s best judgment at the time the estimate is made.
Earnings per Share Basic loss per share is computed by dividing net income available to common shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share is computed by dividing net income available to common shareholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Potentially dilutive shares of common stock consist of the common stock issuable upon the conversion of convertible debt, preferred stock and warrants. The Company uses if-converted method to calculate the dilutive preferred stock and treasury stock method to calculate the dilutive shares issuable upon exercise of warrants. For the three months ended March 31, 2020 and 2019, 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 periods. 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 March 31, 2020 and December 31, 2019, there were no uncertain tax positions. Fair Value of Financial Instruments The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The carrying amounts of financial assets such as cash, prepaid expenses, and other receivable approximate their fair values because of the short maturity of these instruments.
Segment Reporting ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company’s business segments. The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. Management, including the chief operating decision maker, reviews operation results by the revenue of different products. Based on management’s assessment, the Company has determined that it has only one operating segment as defined by ASC 280. Because the Company sells only jewelry products in China, it has only one business segment. 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 consequence 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.
NOTE 4 –
NOTE 5 Loan receivable from a related party Shenzhen Fenglian Financial Services Co., Ltd (“Shenzhen Fenglian”) amounted to $75,274 and $76,561 as of March 31, 2020 and December 31, 2019, respectively. The Company’s major shareholder Zilin Wang is also a major shareholder of Shenzhen Fenglian. In 2019, Shenzhen Fenglian signed three agreements with the Company. The Company manages money transferred from Shenzhen Fenglian. The Company and Shenzhen Fenglian should share any interest income on a 50% and 50% ratio. Loan receivable from a related party are interest free, without collateral, and due on demand. NOTE 6 - CUSTOMER DEPOSIT Customer deposit amounted to $507,114 and $507,114 as of March 31, 2020 and December 31, 2019, respectively. Customer deposit represents amount received from customers for services not rendered yet. NOTE 7 – LOAN FROM AN UNRELATED PARTY Loan from an unrelated party amounted to $2,825 and $2,873 as of March 31, 2020 and December 31, 2019, respectively. Loan from an unrelated party are interest free, without collateral, and due on demand.
NOTE 8 - 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 As of NOTE 9 - STOCKHOLDERS’ EQUITY (DEFICIT) The In January 2019, the Company received a In May 2019, the NOTE
In accordance with ASC 855-10, the Company has analyzed its operations subsequent to
ITEM 2. FORWARD LOOKING STATEMENTS Statements made in this Form 10-Q that are not historical or current facts are
The Company was formed as a US corporation to use as a vehicle for providing consulting services, primarily in China. In the
retail sales. As of the date of this 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 Three Months Ended March 31, 2020 Compared to March 31, 2019 The following table summarizes the results of our operations during the three months ended March 31, 2020 and 2019, respectively, and provides information regarding the dollar and percentage increase or (decrease) from the current three-month period to the prior three-month period:
We recorded a net loss of $22,669 for the three months ended March 31, 2020 as compared with a net loss of $57,433 for the three months ended March 31, 2019 due primarily to an decrease in general and administrative expense. Liquidity and Capital Resources As of March 31, 2020, we had total assets of $493,193, a negative working capital deficit of $179,300 and an accumulated negative deficit of $301,589. Our operating activities used $414,596 in cash for the three months ended March 31, 2020, while our operations used $37,245 cash in the three months ended March 31, 2019. We had no revenues in the three months ended March 31, 2020 and we had no revenues in the prior year same period. Management believes that the Company’s cash on hand will be sufficient to fund all Company obligations and commitments for the next twelve months. Historically, we have depended on loans from our principal shareholders and their affiliated companies to provide us with working capital as required. There is no guarantee that such funding 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. At March 31, 2020, the Company had loans and advances from a related party shareholder in the aggregate amount of $92,152, which represents amounts loaned to the Company to pay the Company’s expenses of operation. These advances are payable on demand. Coronavirus Pandemic The outbreak of COVID-19 coronavirus in China starting from the beginning of 2020 has resulted reduction of working hours for the Company. The Company followed the restrictive measures implemented in China by suspending operations until conditions permit the re-starting of operations. The recent developments of COVID-19 are expected to result in reduced operations. Other financial impacts could occur though such potential impact is unknown at this time. Off Balance Sheet Arrangements We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity or capital expenditures or capital resources that
Our operating results are not affected by seasonality. Inflation Our business and operating results are not affected in any material way by inflation. Critical Accounting Policies The
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET As a ITEM 4. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures
The matters involving internal controls and Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have Changes in Internal Control Over Financial Reporting There were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the three months ended March 31, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. There are no legal proceedings which are pending or have been threatened against us or any of our As a “smaller reporting company” as defined
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES Except as may have previously been disclosed on a current report on Form 8-K or a quarterly report on Form 10-Q, we have not sold any unregistered securities during the past three years. ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not applicable. ITEM 4. MINE SAFETY DISCLOSURES None. None.
In accordance with the Securities Exchange Act of 1934,
dates indicated.
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