TERM OF OFFICE

Our Director is appointed to hold office until the next annual meeting of our stockholders or until her respective successor is elected and qualified, or until she resigns or is removed in accordance with the provisions of the Nevada Revised Statues. Our officers are appointed by our Board of Directors and hold office until removed by the Board or until their resignation.

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DIRECTOR INDEPENDENCE

Our Board of Directors is currently composed of one member, Gulmira Makhmutova, who does not qualify as an independent director. In addition, our board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Had our Board of Directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.

COMMITTEES OF THE BOARD OF DIRECTORS

Our Board of Directors has no committees. We do not have a standing nominating, compensation or audit committee.

EXECUTIVE COMPENSATION

MANAGEMENT COMPENSATION

The following tables set forth certain information about compensation paid, earned or accrued for services by our Executive Officer from inception on August 13, 2014 until December 31, 2015:

Summary Compensation Table

There are no current employment agreements between the Company and its Officer.

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Ms. Makhmutova currently devotes approximately twenty hours per week to manage the affairs of the Company. She has agreed to work with no remuneration until such time as the Company receives sufficient revenues necessary to provide management salaries. At this time, we cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amount of the compensation will be.

There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the Company or any of its subsidiaries, if any.

Director Compensation

The following table sets forth director compensation for the period From Inception (August 13, 2014) to December 31, 2015:

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Gulmira Makhmutova will not be paid for any underwriting services that she performs on our behalf with respect to this offering.

Other than Ms. Makhmutova’ purchase of founders shares from the Company as stated below, there is nothing of value (including money, property, contracts, options or rights of any kind), received or to be received, by Ms. Makhmutova, directly or indirectly, from the Company.

On November 5, 2015, we issued a total of 6,000,000 shares of restricted common stock to Gulmira Makhmutova, our president, treasurer and director in consideration of $6,000. Further, Ms. Makhmutova has advanced funds to us. As of December 31, 2015, Ms. Makhmutova has advanced to us $1,525. Ms. Makhmutova will not be repaid from the proceeds of this offering. There is no due date for the repayment of the funds advanced by Ms. Makhmutova. Ms. Makhmutova will be repaid from revenues of operations if and when we generate revenues to pay the obligation. There is no assurance that we will ever generate revenues from our operations. The obligation to Ms. Makhmutova does not bear interest. There is no written agreement evidencing the advancement of funds by Ms. Makhmutova or the repayment of the funds to Ms. Makhmutova. The entire transaction was oral. We have a verbal agreement with Ms. Makhmutova that, if necessary, she will loan the Company funds to complete the registration process.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the number of shares ofIf our common stock owned beneficially as of December 31, 2015 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) our director, and or (iii) our officer. Unless otherwise indicated, the stockholderis ultimately listed possesses sole voting and investment power with respect to theon a public exchange, it is likely that such shares shown.

(1) A beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As of December 31, 2015, there were 6,000,000 shares of our common stock issued and outstanding.

Future sales by existing stockholders

A total of 6,000,000 shares of common stock were issued to our president, treasurer and director, all of which are restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. Under Rule 144, the shares can be publicly sold, subject to volume restrictions and restrictions on the manner of sale. Such shares can only be sold after six months provided that the issuer of the securities is, and has been for a period of at least 90 days immediately before the sale, subject to the reporting requirements of section 13 or 15(d) of the Exchange Act. Shares purchased in this offering, which will be immediately resalable, and sales of all of our other shares after applicable restrictions expire, could have a depressive effect on the market price, if any, of our common stock and the shares we are offering.

There is no public trading market for our common stock. To be quoted on the OTCBB a market maker must file an application on our behalf to make a market for our common stock. As of the date of this Registration Statement, we have not engaged a market maker to file such an application, that there is no guarantee that a market marker will file an application on our behalf, and that even if an application is filed, there is no guarantee that we will be accepted for quotation.

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PLAN OF DISTRIBUTION

We are registering 6,000,000 shares of our common stock for salesome period at the price of $0.01 per share.

This is a self-underwritten offering, and Ms. Makhmutova, our president, treasurer and director, will sell the shares directly to family, friends, business associates and acquaintances, with no commission or other remuneration payable to her for any shares they may sell. There are no plans or arrangements to enter into any contracts or agreements to sell the shares with a broker or dealer. In offering the securities on our behalf, she will rely on the safe harbor from broker dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934. Ms. Makhmutova will not register as a broker-dealer pursuant to Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which sets forth those conditions, as noted herein, under which a person associated with an Issuer may participate in the offering of the Issuer’s securities and not be deemed to be a broker-dealer:

You should note that our stock is a penny stock. The SEC has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exerciseand are therefore will be subject to the U.S. Securities and Exchange Commission (“SEC”) penny stock rules. Penny stocks generally are equity securities with a price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $6,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny$5.00. Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC whichthat provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer'scustomer’s account. The bidbroker-dealer must also make a special written determination that the penny stock is a suitable investment for the purchaser and offer quotations,receive the purchaser’s written agreement to the transaction. These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell your shares of our common stock.

We may not have adequate internal accounting controls. While we have certain internal procedures in our budgeting, forecasting and in the management and allocation of funds, our internal controls may not be adequate.

We are constantly striving to improve our internal accounting controls. Our board of directors has not designated an Audit Committee and we do not have any outside directors. We do not have a dedicated full time Chief Financial Officer. We hope to develop an adequate internal accounting control to budget, forecast, manage and allocate our funds and account for them. There is no guarantee that such improvements will be adequate or successful or that such improvements will be carried out on a timely basis. If we do not have adequate internal accounting controls, we may not be able to appropriately budget, forecast and manage our funds, we may also be unable to prepare accurate accounts on a timely basis to meet our continuing financial reporting obligations and we may not be able to satisfy our obligations under US securities laws.

There may be limitations on the effectiveness of our internal controls, and a failure of our control systems to prevent error or fraud may materially harm our Company.

We do not expect that internal control over financial accounting and disclosure, even if timely and well established, will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the broker-dealer and salesperson compensation information,benefits of controls must be givenconsidered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Failure of our control systems to prevent error or fraud could materially adversely affect our business.

We have not implemented various voluntary corporate governance measures, in the absence of which, stockholders may have more limited protections against interested director transactions, conflicts of interest and similar matters.

Recent U.S. Federal legislation, including the Sarbanes-Oxley Act of 2002 (the “SOX Act”), has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the customer orallyrequirements of national securities exchanges, such as the NYSE, or the Nasdaq Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges and Nasdaq are those that address board of directors’ independence, audit committee oversight, and the adoption of a code of ethics.

We have not yet adopted many of these other corporate governance measures and, since our securities are not listed on a national securities exchange or Nasdaq, we are not required to do so. It is possible that if we were to adopt some or all of these corporate governance measures, stockholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct.

We incur significant costs being a reporting issuer that may affect our profitability.

As a publicly-reporting company in the U.S. we are subject to applicable U.S. securities laws relating to public disclosure. Public disclosure generally involves a substantial expenditure of financial resources. Compliance with these rules and regulations significantly increases our legal and financial compliance costs and some activities will become more time-consuming and costly as time passes. Management may need to increase compensation for senior executive officers, engage additional senior financial officers who are able to adopt financial reporting and control procedures, allocate a budget for an investor and public relations program, and increase our financial and accounting staff in order to meet the demands and financial reporting requirements as a public reporting company. Such additional personnel, public relations, reporting and compliance costs may negatively impact our financial results.

In the event a liquid market develops for our common stock, the trading may be highly volatile.

In the event a liquid market develops for our common stock, the market price of our common stock may be highly volatile, as is the stock market in general, and the market for OTC Market quoted stocks in particular. Some of the factors that may materially affect the market price of our common stock are beyond our control, such as changes in financial estimates by industry and securities analysts, conditions or trends in the industry in which we operate or sales of our common stock. These factors may materially adversely affect the market price of our common stock, regardless of our performance. In addition, the public stock markets have experienced extreme price and trading volume volatility. This volatility has significantly affected the market prices of securities of many companies for reasons frequently unrelated to the operating performance of the specific companies. These broad market fluctuations may adversely affect the market price of our common stock.

As a reporting issuer, compliance requirements may make it more difficult to attract and retain officers and directors.

Applicable US securities laws, the SOX Act and rules subsequently implemented by the SEC have required changes in corporate governance practices of public companies. We expect that these rules and regulations may make it more difficult and expensive for us to obtain director and officer liability insurance in the future and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers.

Because our sole director and officer owns approximately 96.35% of the Common Stock of the Company, he can exert significant control over our business and affairs and have actual or potential interests that may depart from other shareholders.

Our sole director and executive officer (Zilin Wang) owns, collectively and beneficially, approximately 96.35% of the outstanding shares of our common stock. Additionally, the holdings of our director and executive officer may increase in the future upon vesting or other maturation of exercise rights under any of the options or warrants he may hold or in writingthe future be granted or if he otherwise acquire additional shares of our common stock. The interests of such person may differ from the interests of our other shareholders, if any. As a result, in addition to his board seat and offices, Mr. Wang will have significant influence over and control all corporate actions requiring shareholder approval, irrespective of how the Company’s other shareholders, if any, may vote, including the following actions:

Mr. Wang’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of the Company, which in turn could reduce our stock price or prevent our shareholders from realizing a premium over our stock price.

Our officer and director has limited liability, and we are required in certain instances to indemnify our officer and director for breaches of his fiduciary duties.

We have adopted provisions in our by-laws and intend to adopt provisions in our Articles of Incorporation, which limit the liability of our officers and directors and provide for indemnification by us of our officers and directors to the full extent permitted by Nevada corporate law. Such provisions substantially limit our shareholders’ ability to hold officers and directors liable for breaches of fiduciary duty and may require us to indemnify our officers and directors.

As an “emerging growth company” under applicable law, we may be subject to reduced disclosure requirements, which could leave our stockholders without information or rights available to stockholders of more mature companies.

For as long as we remain an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies”, including but not limited to:

We expect to take advantage of these reporting exemptions until we are no longer an emerging growth company. We will remain an “emerging growth company” for up to five years, although if the market value of the shares of our common stock that are held by non-affiliates exceed $700 million as of any June 30 before that time, we would cease to be an “emerging growth company” as of the following December 31. Because of the lessened regulatory requirements discussed above, our stockholders will be left without information or rights available to stockholders of more mature companies.

Future sales of our common stock may result in a decrease in the market price of our common stock, even if our business is doing well.

The market price of our common stock, when and if established, could drop due to sales of a large number of shares of our common stock in the market or the perception that such sales could occur. This could make it more difficult to raise funds through future offerings of common stock.

We have conducted no market research or identification of business opportunities, which may affect our ability to implement our business plan.

We have not conducted market research concerning prospective business opportunities, nor have others made the results of such market research available to us. Therefore, we have no assurances that market demand exists for our business consistent with our business plan. Our business is subject to all of the risks associated with an early stage business. As such, there is a risk that conventional private or public offerings of securities or conventional bank financing will not be available. There is no assurance that we will be able to pursue our business plan on terms favorable to us.

If we do not use our funds in an efficient manner, our business may suffer.

Our board of directors will retain broad discretion as to the use of Company funds based upon market and business conditions. Accordingly, our shareholders will not have the opportunity to evaluate the economic, financial and other relevant information that we may consider in the application of any of our available funds. We cannot guarantee that we will make the most efficient use of our available funds or that you will agree with the way in which such funds are used. Our failure to apply these funds effectively could have a material adverse effect on our business, results of operations and financial condition.

No legal or tax advice.

A holding in our common stock may involve certain material federal and state tax consequences. Shareholders should not rely on the Company for legal, tax, or business advice. Shareholders are encouraged to consult with their respective legal counsel, accountant or business adviser as to legal, tax and related matters concerning their investment in the Company.

Miscellaneous Risk Factors

Forward-looking statements made by the Company may prove to be untrue or unachievable.

This Registration Statement on Form S-1 contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events or to ALLYME’s future operating or financial performance and involve known and unknown risks, uncertainties and other factors which may cause ALLYME’s actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by the forward-looking statements. Certain or all of these forward-looking statements may prove to be untrue or may never be accomplished or achieved. If such were to occur, the operations and financial prospects of the Company could be materially impaired, which could have a significant detrimental impact your investment in the Company.

Our success depends on the skills and expertise of our management.

There is no guarantee that they will manage our business successfully and that our operations will be successful in their businesses. We do not have an employment agreement with our management, nor do we carry life or disability insurance on them. The loss of the services of any member of our management, for any reason, or the failure of our tenants to properly manage their businesses, may have a material adverse effect on your investment in the Company.

Lack of additional working capital may cause curtailment of any expansion plans while raising of capital through sale of equity securities would dilute existing shareholders’ percentage of ownership

Without taking into account the offering, we will run out of funds approximately December 31, 2019. We additionally incur public company reporting costs of approximately $50,000 per year or $12,500 per quarter. To fund the Company’s operating expenses following December 31, 2019, the Company will clearly require additional funding for ongoing operations and to finance additional products and services it may identify. There is no guarantee that we will be able to raise any additional capital and have no current arrangements for any such financing. A shortage of capital would affect our ability to fund our working capital requirements. If we require additional capital, funds may not be available on acceptable terms, if at all. In addition, if we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could dilute existing shareholders. If funds are not available, we could be placed in the position of having to cease all operations.

We do not presently have a traditional credit facility with a financial institution. This absence may adversely affect our operations

We do not presently have a traditional credit facility with a financial institution. The absence of a traditional credit facility with a financial institution could adversely impact our operations. If adequate funds are not otherwise available, we may be required to delay, scale back or eliminate portions of our operations and product development efforts. Without such credit facilities, the Company could be forced to cease operations and investors in our common stock or other securities could lose their entire investment.

Our inability to successfully achieve a critical mass of revenues could adversely affect our financial condition

No assurance can be given that we will be able to successfully achieve a critical mass of revenue in order to cover our operating expenses and achieve sustainable profitability. Without such critical mass of revenues, the Company could be forced to cease operations.

Our success is substantially dependent on general economic conditions and business trends, a downturn of which could adversely affect our operations

The success of our operations depends to a significant extent upon a number of factors relating to spending on consulting in China. These factors include economic conditions, activity in the financial markets, general business conditions, personnel cost, inflation, interest rates and taxation. Our business is affected by the general condition and economic stability of our consumers and their continued willingness to accept our products and services. An overall decline in the economy could cause a reduction in our revenues and the Company could face a situation where it never achieves a critical mass of revenues and thereby be forced to cease operations.

Changes in generally accepted accounting principles could have an adverse effect on our business financial condition, cash flows, revenue and results of operations

We are subject to changes in and interpretations of financial accounting matters that govern the measurement of our performance. Based on our reading and interpretations of relevant guidance, principles or concepts issued by, among other authorities, the American Institute of Certified Public Accountants, the Financial Accounting Standards Board, and the United States Securities and Exchange Commission, our management believes that our current contract terms and business arrangements have been properly reported. However, there continue to be issued interpretations and guidance for applying the relevant standards to a wide range of contract terms and business arrangements that are prevalent in the industries in which we operate. Future interpretations or changes by the regulators of existing accounting standards or changes in our business practices could result in future changes in our revenue recognition and/or other accounting policies and practices that could have a material adverse effect on our business, financial condition, cash flows, revenue and results of operations.

We will need to increase the size of our organization and may experience difficulties in managing growth.

We are a small company with no current full-time employees. We expect to experience a period of significant expansion in headcount, facilities, infrastructure and overhead and anticipate that further expansion will be required to address potential growth and market opportunities. Future growth will impose significant added responsibilities on members of management, including the need to identify, recruit, maintain and integrate managers. Our future financial performance and its ability to compete effectively will depend, in part, on its ability to manage any future growth effectively.

We are subject to compliance with securities law, which exposes us to potential liabilities, including potential rescission rights.

We have offered and sold our common stock to investors pursuant to certain exemptions from the registration requirements of the Securities Act of 1933, as well as those of various state securities laws. The basis for relying on such exemptions is factual; that is, the applicability of such exemptions depends upon our conduct and that of those persons contacting prospective investors and making the offering. We have not received a legal opinion to the effect that any of our prior offerings were exempt from registration under any federal or state law. Instead, we have relied upon the operative facts as the basis for such exemptions, including information provided by investors themselves.

If any prior offering did not qualify for such exemption, an investor would have the right to rescind its purchase of the securities if it so desired. It is possible that if an investor should seek rescission, such investor would succeed. A similar situation prevails under state law in those states where the securities may be offered without registration in reliance on the partial preemption from the registration or qualification provisions of such state statutes under the National Securities Markets Improvement Act of 1996. If investors were successful in seeking rescission, we would face severe financial demands that could adversely affect our business and operations. Additionally, if we did not in fact qualify for the exemptions upon which it has relied, we may become subject to significant fines and penalties imposed by the SEC and state securities agencies.

We incur costs associated with SEC reporting compliance.

The Company is an SEC “reporting company” and must comply with all applicable laws and regulations. We incur certain costs of compliance with applicable SEC reporting rules and regulations including, but not limited to attorneys’ fees, accounting and auditing fees, other professional fees, financial printing costs and Sarbanes-Oxley compliance costs in an amount estimated at approximately $50,000 per year. The Company determined that the incurrence of such costs and expenses was preferable to the Company being in a position where it had very limited access to additional capital funding.

The availability of a large number of authorized but unissued shares of common stock may, upon their insurance, lead to dilution of existing shareholders.

As of December 31, 2018, 8,944,060 shares were issued and outstanding and we expect to issue up to an additional 2,000,000 shares in this Offering. At this time, the Company is authorized to issue an additional 741,055,940 shares of common stock and 20,000,000 shares of preferred stock. These additional shares may be issued by our board of directors without further shareholder approval. The issuance of large numbers of shares, possibly at below market prices, is likely to result in substantial dilution to the interests of other shareholders. In addition, issuances of large numbers of shares may adversely affect the market price of our common stock.

Our need for additional capital that could dilute the ownership interest of investors.

We require substantial working capital to fund our business. If we raise additional funds through the issuance of equity, equity-related or convertible debt securities, these securities may have rights, preferences or privileges senior to those of the rights of holders of our Common Shares and they may experience additional dilution. We cannot predict whether additional financing will be available to us on favorable terms when required, or at all. Since our inception, we have experienced negative cash flow from operations and expect to experience significant negative cash flow from operations in the future. The issuance of additional Common Shares or Preferred Shares by the Company may have the effect of further diluting the proportionate equity interest and voting power of holders of our Common Shares.

We may not have adequate insurance coverage

We currently do not have any general liability insurance and we cannot assure you that we would not face liability upon the occurrence of any uninsured event which could result in any loss or damages being assessed against the Company.

We are subject to numerous laws and regulations that can adversely affect the cost, manner or feasibility of doing business.

Our operations (which are currently exclusively in China) are subject to extensive national, state and local laws and regulations relating to the financial markets. Future laws or regulations, any adverse change in the interpretation of existing laws and regulations or our failure to comply with existing legal requirements may result in substantial penalties and harm to our business, results of operations and financial condition. We may be required to make large and unanticipated capital expenditures to comply with governmental regulations. Our operations could be significantly delayed or curtailed and our cost of operations could significantly increase as a result of regulatory requirements or restrictions. We are unable to predict the ultimate cost of compliance with these requirements or their effect on our operations.

Our Common Shares are illiquid and subject to price volatility unrelated to our operations

The market price of our Common Shares could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of other companies in the same industry, trading volume in our Common Shares, changes in general conditions in the economy and the financial markets or other developments affecting our competitors or us. In addition, the stock market is subject to extreme price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock. Sales of substantial amounts of Common Shares, or the perception that such sales could occur, could adversely affect the market price of our Common Shares and could impair our ability to raise capital through the sale of our equity securities.

Management will have broad discretion as to the use of the proceeds from this offering, and we may not use the proceeds effectively.

Our management will have broad discretion in the application of the net proceeds from this offering and could spend the proceeds in ways that do not improve our results of operations or enhance the value of our shares. Our failure to apply these funds effectively could have a material adverse effect on our business, stunt the growth of our business domestically and in foreign markets, and cause the price of our Common Shares to decline.

You will experience immediate and substantial dilution in the net tangible book value per share of the common stock you purchase.

Since the price per Common Share being offered is substantially higher than the net tangible book value per Common Share you will suffer substantial dilution in the net tangible book value of the Common Shares you purchase in this offering. Based on the offering price of $1.00 per share, if you purchase Common Shares in this offering, you will suffer immediate and substantial dilution of $0.82 per share in the net tangible book value of the Common Shares if the Offering is fully subscribed. See the section entitled “Dilution” below for a more detailed discussion of the dilution you will incur if you purchase Common Shares in this offering.

You may experience future dilution as a result of future equity offerings and other issuances of our common stock or other securities. In addition, this offering and future equity offerings and other issuances of our Common Shares or other securities may adversely affect our Common Share price.

In order to raise additional capital, we may in the future offer additional shares of our Common Shares or other securities convertible into or exchangeable for our common stock, including but not limited to Preferred Shares and convertible debt. We cannot assure you that we will be able to sell shares or other securities in any other offering at a price per share that is equal to or greater than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional Common Shares or securities convertible into Common Shares in future transactions may be higher or lower than the price per share in this offering. In addition, the sale of shares in this offering and any future sales of a substantial number of Common Shares in the public market, or the perception that such sales may occur, could adversely affect the price of our Common Shares. We cannot predict the effect, if any, that market sales of those shares of Common Shares or the availability of those Common Shares for sale will have on the market price of our Common Shares.

We have not voluntarily implemented various corporate governance measures, in the absence of which, shareholders may have more limited protections against interested director transactions, conflicts of interest and similar matters.

Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or other Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges are those that address board of directors’ independence, audit committee oversight, and the adoption of a code of ethics. We have not yet adopted any of these corporate governance measures and, since our securities are not yet listed on a national securities exchange, we are not required to do so. It is possible that if we were to adopt some or all of these corporate governance measures, shareholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions.

RISKS RELATED TO OUR BUSINESS AND INDUSTRY

If the market does not accept or embrace our services, our business may fail.

The services we are offering have not been tested in the market on a large-scale basis. As a result, we can only speculate as to the market acceptance of these and other services we may provide. No assurance can be given that the market will accept our services, or any of them. If the public fails to accept our services to a satisfactory degree, our business may fail.

Our market is highly competitive.

The market for consulting services in China is highly competitive and many competitive companies and services will be far better financed and capitalized and have substantially greater resources than ours. While we believe that our services are competitive with services provided by other companies, there is no guarantee that we will be able to effectively compete against them, and if we do not effectively compete, our business may fail.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. This prospectus includes statements regarding our plans, goals, strategies, intent, beliefs or current expectations. These statements are expressed in good faith and based upon a reasonable basis when made, but there can be no assurance that these expectations will be achieved or accomplished. These forward-looking statements can be identified by the use of terms and phrases such as “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,” and the like, and/or future-tense or conditional constructions “may,” “could,” “should,” etc. Items contemplating or making assumptions about, actual or potential future sales, market size, collaborations, and business opportunities also constitute such forward-looking statements.

Although forward-looking statements in this report reflect the good faith judgment of our management, forward- looking statements are inherently subject to known and unknown risks, business, economic and other risks and uncertainties that may cause actual results to be materially different from those discussed in these forward- looking statements. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, other than as may be required by applicable law or regulation. Readers are urged to carefully review and consider the various disclosures made by us in our reports filed with the Securities and Exchange Commission which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operation and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected.

DETERMINATION OF OFFERING PRICE

Since our shares are not widely traded on any exchange or quotation system, the offering price of the shares was arbitrarily determined and does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. The facts considered in determining the offering price were our financial condition and prospects, our limited operating history and the general condition of the securities market. There is no assurance that our common stock will trade at market prices in excess of the prices detailed in this prospectus and the ultimate price as which the shares trade in any public market will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity.

DILUTION

Our historical net tangible book value as of September 30, 2018 was approximately $(9,041) (not including deposits we have received for the purchase of common stock). Our historical net tangible book value is the amount of our total tangible assets less our liabilities. Historical net tangible book value per common share is our historical net tangible book value divided by the number of shares of Common Stock outstanding as of September 30, 2018.

After giving effect to the sale of 2,000,000 shares of our Common Stock and in this offering at the public offering price of $1.00 per share of common stock and after deducting the estimated offering expenses payable by us, our as-adjusted net tangible book value as of September 30, 2018 would be approximately $1,958,489 or approximately $0.18 per share of Common Stock. This represents an immediate increase in pro forma net tangible book value of approximately $0.18 per share to our existing Common stockholders, and an immediate dilution of approximately $0.82 per Common Share to new investors purchasing securities in this offering at the assumed public offering price.

The following table illustrates this dilution on a per share basis:

The foregoing discussion and table are based on 8,944,060 shares of Common Stock outstanding as of December 31, 2018.

MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

Holders

As of December 31, 2018, there were 62 record holders of our Common Shares. As of December 31, 2018, there were 8,944,060 Common Shares issued and outstanding. While the shares are occasionally traded in the Pink Sheets, no liquid public market currently exists for shares or Preferred shares. We intend to apply to have our shares initially listed for quotation on the OTCQB, OTCQX, NYSE MKT or NASDAQ and/or other trading market(s).

The Securities Enforcement and Penny Stock Reform Act of 1990

The Securities and Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

A purchaser is purchasing penny stock which limits the ability to sell the stock. The shares offered by this prospectus constitute penny stock under the Securities and Exchange Act. The shares will remain penny stocks for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the Commission, which:

The broker-dealer also must provide, prior to effecting theany transaction and must be givenin a penny stock, to the customer in writing before or with the customer's confirmation. customer:

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules,those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser'spurchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to the transaction.transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements maywill have the effect of reducing the level of trading activity in the secondary market for theour stock that isbecause it will be subject to these penny stock rules. Therefore, shareholders may have difficulty selling their securities.

Equity Compensation Plan Information

On August 22, 2018, the Company adopted its 2018 Employee, Director and Consultant Stock Plan. As of December 31, 2018, no securities have been issued under the Plan.

Reports

We are subject to certain reporting requirements and will furnish annual financial reports to our shareholders, certified by our independent accountants, and will furnish unaudited quarterly financial reports in our quarterly reports filed electronically with the SEC. All reports and information filed by us can be found at the SEC website, www.sec.gov.

Stock Transfer Agent

The Company has appointed Globex Transfer, LLC, Deltona, FL as the Company’s stock transfer agent.

Dividend Policy

We have not previously declared or paid any dividends on our shares and do not anticipate declaring any dividends in the foreseeable future. The payment of dividends on our shares is within the discretion of our board of directors. We intend to retain any earnings for use in our operations and the expansion of our business. Payment of dividends in the future will depend on our future earnings, future capital needs and our operating and financial condition, among other factors that our board of directors may deem relevant. We are not under any contractual restriction as to our present or future ability to pay dividends.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

The following discussion of our financial condition as of December 31, 2016 and December 31, 2017 and September 30, 2018 and results of operation for the fiscal years ended December 31, 2016 and 2017 and for the three and nine-month periods from January 1, 2018 through September 30, 2018 should be read in conjunction with the financial statements and the notes to those statements that are included elsewhere in this report.

Forward Looking Statements

This Report on Form S-1 contains, in addition to historical information, certain forward-looking statements regarding AllyMe Group, Inc. (the “Company” or “ALLYME”, also referred to as “us”, “we” or “our”). Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. Forward-looking statements involve risks and uncertainties. Forward-looking statements include statements regarding, among other things, (a) our projected sales, profitability, and cash flows, (b) our growth strategies, (c) anticipated trends in our industries, (d) our future financing plans and (e) our anticipated needs for working capital. They are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,” “estimate,” “plans,” “potential,” “projects,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend” or the negative of these words or other variations on these words or comparable terminology. These statements may be found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Business,” as well as in this Form S-1 generally. In particular, these include statements relating to future actions, prospective products or product approvals, future performance or results of current and anticipated products, sales efforts, expenses, the outcome of contingencies such as legal proceedings, and financial results.

Any or all of our forward-looking statements in this report may turn out to be inaccurate. They can be affected by inaccurate assumptions we might make or by known or unknown risks or uncertainties. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” detailed in the Company’s Form S-1 registration statement and matters described in this Form S-1 generally. In light of these penny stock rules may affect the ability of broker-dealers to trade our securities. We believerisks and uncertainties, there can be no assurance that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

30

Procedures for Subscribing

If you decide to subscribe for any sharesforward-looking statements contained in this offering, you mustfiling will in fact occur. You should not place undue reliance on these forward-looking statements. The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we undertake no obligation to publicly update any forward-looking statements, whether as the result of new information, future events, or otherwise.

*For the period from August 13, 2014 (date of inception) to September 30, 2018, the financial statements have been prepared by management in accordance with U.S. Generally Accepted Accounting Principles (GAAP) and the standards of the Public Company Accounting Oversight Board (United States).

execute and deliver

OVERVIEW

AllyMe Group, Inc. was organized on August 13, 2014 as a subscription agreement; and

*

deliver a check or certified funds to us for acceptance or rejection.

All checks for subscriptions must be made payable to “Makh Group Corp.”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 will deliver stock certificates attributable tohas 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 purchased directlyof AllyMe. On August 6, 2018, AllyMe established a wholly-owned subsidiary in China, China Info Technology Inc. (“China Info”).

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

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 providing consulting services, primarily in China.

In the purchasers. 

Rightsecond half of 2018, AllyMe Group, Inc. (also referred to Reject Subscriptions

We haveas “the Company”) commenced providing consulting services in China principally focused on the rightdevelopment of new-high-tech products marketing and retail sales. As of the date of this prospectus, it has provided services to accept or reject subscriptionsfour (4) clients and has generated approximately $55,000 in whole orrevenues. The Company intends to seek additional clients through direct marketing in part, for any reason or forChina. The Company is currently in its early stages and there is no reason. All monies from rejected subscriptionsguarantee that it will be returned immediately by us tosuccessful at any time in the subscriber, without interestnear future or deductions. Subscriptions for securities will be accepted or rejected with letter by mail within 48 hours after we receive them. 

DESCRIPTION OF SECURITIESever.

GENERALThe 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.

Summary of Results

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

Our net loss for the year ended December 31, 2017 was $33,265 compared to a net loss of $37,397 during the year ended December 31, 2016. During the year ended December 31, 2017, the Company had not generated any revenue. During year ended December 31, 2016, the Company generated $1,500 in revenue.

Expenses incurred during the year ended December 31, 2017 compared to year ended December 31, 2016 decreased primarily due to the decreased scale and scope 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 the years ended December 31, 2017 and 2016 respectively.

As of September 30, 2018, we have accumulated a deficit of $134,399. We anticipate that we will continue to incur substantial losses in the next 12 months. Our financial statements have been prepared assuming that we will continue as a going concern. 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.

THREE MONTH PERIODS ENDED SEPTEMBER 30, 2018 AND SEPTEMBER 30, 2017

Revenue

During the three months ended September 30, 2018 and 2017, the Company did not generate any revenue.

Operating Expenses

During the three-month period ended September 30, 2018, we incurred total general and administrative expenses of $48,630 compared to $16,999 during the three-month period ended September 30, 2017. The operating expenses increased due to increased business activities due to the business combination in 2018. After acquisition of 51% of AllyMe Groups (Cayman), we incurred operating expenses in Allyme Groups and China Info. General and administrative expenses incurred generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting and transfer agent.

Net Loss

Our net loss for the three-month period ended September 30, 2018 was $48,630 compared to $16,999 during the three-month period ended September 30, 2017. Net Loss increased due to increased operating expenses.

The weighted average number of shares outstanding was 8,620,000 and 8,620,000 for the three-month periods ended September 30, 2018 and 2017 respectively.

NINE MONTH PERIODS ENDED SEPTEMBER 30, 2018 AND SEPTEMBER 30, 2017

Revenue

During the nine months ended September 30, 2018 and 2017, the Company did not generate any revenue, but did provide consulting services.

Operating Expenses

During the nine-month period ended September 30, 2018, we incurred total general and administrative expenses of $66,676 compared to $41,442 during the nine-month period ended September 30, 2017. The operating expenses increased due to increased business activities due to the business acquisition in 2018. After the acquisition we incurred operating expenses in Allyme Groups and China Info. General and administrative fee expenses incurred generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting and transfer agent.

Net Loss

Our net loss for the nine-month period ended September 30, 2018 was $66,676 compared to $41,442 during the nine-month period ended September 30, 2018. Our Net Loss increased due to increased operating expenses.

As of September 30, 2018, we have accumulated a deficit of $134,399. We anticipate that we will continue to incur substantial losses in the next 12 months. Our financial statements have been prepared assuming that we will continue as a going concern. 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.

The weighted average number of shares outstanding was 8,620,000 and 8,620,000 for the nine-month periods ended September 30, 2018 and 2017 respectively.

LIQUIDITY AND FINANCIAL CONDITION

LIQUIDITY AND CAPITAL RESOURCES

As at September 30, 2018, our current assets were $82,145, consisting of cash. As at December 31, 2017 our current assets were $13,163, consisting of $6,496 cash and $6,667 prepaid expenses. The increase in cash was due to the acquired cash of $32,814 through the business acquisition and cash deposit of $36,011 we received for the share purchase. As at September 30, 2018, our current liabilities were $127,197 compared to $43,449 as of December 31, 2017. Stockholder’s deficit was $45,052 as of September 30, 2018 compared to stockholder’s deficit of $30,286 as of December 31, 2017

Cash Flows from Operating Activities

We have generated negative cash flows from operating activities. For the nine-month period ended September 30, 2018, net cash flows used in operating activities was $(38,843), consisting of net loss of $(66,676), offset by an increase in deferred revenue of $17,472 and a decrease in prepaid expense of $5,001, and an increase in accrued expenses of $5,360. For the nine-month period ended September 30, 2017, net cash flows used in operating activities was $(25,755), consisting of net loss of $(41,442), offset by an increase in accounts payable and accrued liabilities of $10,690 and an increase in prepaid expenses of $4,997.

Cash Flows from Investing Activities

Cash flows provided by investing activities during the nine-month period ended September 30, 2018 were $32,814 compared to $0 during the nine-month period ended September 30, 2017. The increase is due to cash received from the acquisition in 2018.

Cash Flows from Financing Activities

Cash flows provided by financing activities during the nine-month period ended September 30, 2018 were $81,369 compared to $30,100 during the nine-month period ended September 30, 2017. The increase is due to proceeds of $36,011 from the deposit for stock purchase and capital contributed of $15,000 in 2018.

PLAN OF OPERATION AND FUNDING

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements 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 not expected to be adequate to fund our operations over the next twelve 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 inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities (including this offering), 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 available 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.

OFF-BALANCE SHEET ARRANGEMENTS

As of September 30, 2018, the Company does 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, capital expenditures or capital resources that are material to investors.

GOING CONCERN

The continuance of the Company as a going concern is dependent upon the success of Company’s development efforts and its efforts to raise capital.

The Company has incurred losses since inception (August 13, 2014) resulting in an accumulated deficit of $134,399 is as of September 30, 2018, 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.

The Company is authorized capital stock consists of 75,000,000to issue 750,000,000 shares of common stock par value $0.001 per share. As of December 31, 2015, there were 6,000,000and 20,000,000 shares of ourpreferred stock. There is no preferred stock issued and outstanding as of September 30, 2018. There were 8,620,000 shares of common stock issued and outstanding thoseat September 30, 2018.

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 heldnot physically issued until October 8, 2018.

In December 2018, the Company sold an additional 112,000 shares of Company Common Stock to sixteen 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.

These shares were issued pursuant to Regulation S promulgated pursuant to the Securities Act of 1933, as amended.

CRITICAL ACCOUNTING POLICIES

Use of estimates

The preparation of our financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Estimates and judgments used are based on management’s experience and the assumptions used are believed to be reasonable given the circumstances that exist at the time the financial statements are prepared. Actual results may differ from these estimates.

Emerging Growth Company

The Company has made an election to be an emerging growth company as defined under the Jumpstart Our Business Startups Act of 2012 (“Jobs Act”). Included with this election, the Company has also irrevocably elected to use the provisions within the Jobs Act that allow companies that go public to continue to use the private company adoption date rules for new accounting policies. In this regard, the Company has made an irrevocable election to use the extended transition period provided in Securities Act Section 7(a)(2)(B) for complying with new or revised accounting standards. Should the Company obtain revenues in excess of $1 billion on an annual basis, have its non-affiliated market capitalization increase to over $700 million as of the last day of its second quarter, or raise in excess of $1 billion in public offerings of its equity or instruments directly convertible into its equity, it will forfeit its status under the Jobs Act as an emerging growth company.

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

None.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

None.

PROPERTIES

Offices

None.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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.

(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.

FINANCIAL INFORMATION

SELECTED CONSOLIDATED FINANCIAL DATA

The following statement of selected operations data contains balance sheet and statement of operations data as of September 30, 2018 and 2017 and December 31, 2017 and 2016. The statement of operations data and balance sheet data as of and for the periods ended September 30, 2018 and 2017 (unaudited) and December 31, 2017 and 2016 (audited) were derived from the financial statements for such periods and years. Such financial data should be read in conjunction with the financial statements and the notes to the financial statements incorporated herein and with “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

DIRECTORS AND EXECUTIVE OFFICERS

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

Zilin Wang, President, Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer

Mr. Wang has been the President, Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer and sole Director of the Company 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 networking. The system applied for software copyright protection in China. In 2011, Mr. Wang received the “China’s Ten Outstanding CDO” by one registered stockholderthe China Brand Association. Mr. Wang received his Bachelor Science degree specializing in computer science.

Related Party Transactions

$44,206 was due to Zilin Wang, the sole officer and director of recordthe Company, as of September 30, 2018. The amount due derives from advances of operating expenses made by Mr. Wang and are unsecured, non-interest bearing, and due on demand.

EXECUTIVE COMPENSATION

During December 31, 2018, we have either paid or will pay the following amounts as executive compensation:

Outstanding Equity Awards at Fiscal Year-End

The following table provides information concerning unexercised options, stock that has not vested and equity incentive plan awards for each named executive officer outstanding as of December 31, 2018.

None

Compensation of Directors

We have not established standard compensation arrangements for our directors and the compensation, if any, payable to each individual for their service on our Board will be determined from time to time by our Board of Directors based upon the amount of time expended by each of the directors on our behalf. None of our directors received any compensation for their services.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Director Independence

The Company has no “independent” directors within the meaning of Nasdaq Marketplace Rule 4200.

LEGAL PROCEEDINGS

None.

MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

Market Price of the Registrant’s Common Shares

The Company’s common stock is traded on the Pink Sheets, but no liquid market currently exists.

Dividend Policy

We have never paid cash dividends on our Common Shares. Under applicable law, we may declare and pay dividends on our Common Shares either out of our surplus, as defined in applicable law, or if there is no such surplus, out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. If, however, the capital of our company, computed in accordance with applicable law, has been diminished by depreciation in the value of our property, or by losses, or otherwise, to an amount less than the aggregate amount of the capital represented by the issued and outstanding shares of all classes having a Preferred upon the distribution of assets, we are prohibited from declaring and paying out of such net profits any dividends upon any of our shares until the deficiency in the amount of capital represented by the issued and outstanding stock of all classes having a Preferred upon the distribution of assets shall have been repaired.

RECENT SALES OF UNREGISTERED SECURITIES

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 sixteen 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.

DESCRIPTION OF SECURITIES

The Company is authorized to issue 750,000,000 shares of its Common and 20,000,000 shares of its Preferred Stock. As of February 1, 2019, there were 8,944,060 Common shares issued and outstanding and no shares of preferred stock issued and outstanding. Our president, treasurer and director, Gulmira Makhmutova owns all 6,000,000 shares of our common stock currentlyPreferred Stock issued and outstanding.

COMMON STOCKCommon Shares

The following is a summaryHolders of our Common shares are entitled to one vote for each share on all matters voted upon by our shareholders, including the materialelection of directors, and do not have cumulative voting rights. Subject to the rights and restrictions associated with our common stock.

Theof holders of any then outstanding shares of our common stock currently have (i) equal ratable rightsPreferred shares, our Common shareholders are entitled to any dividends from funds legally available therefore, when, as and ifthat may be declared by the Boardour board. Holders of Directors of the Company; (ii)our Common shares are entitled to share ratably in all of theour net assets of the Company available for distribution to holders of common stock upon liquidation,our dissolution or winding upliquidation after payment or provision for all liabilities and any preferential liquidation rights of the affairsour preferred stock then outstanding. Holders of the Company (iii) doour Common shares have no preemptive rights to purchase shares. Our Common shares are not have preemptive, subscription or conversion rightssubject to any redemption provisions and there are no redemption or sinking fund provisions or rights applicable thereto; and (iv)not convertible into any other class of shares. All outstanding Common shares are, entitled to one non-cumulative vote per share on all matters on which stock holders may vote. Please refer to the Company’s Articles of Incorporation, Bylaws and the applicable statutes ofCommon shares to be issued in the State of Nevada for a more complete description of theoffering will be, upon payment therefor, fully paid and non-assessable. The rights, preferences and liabilitiesprivileges of holders of our Common shares will be subject to those of the Company’s securities.

PREFERRED STOCK

We do not have an authorized classholders of preferred stock.

WARRANTS

We have not issued and do not have any outstanding warrants to purchase shares of our common stock.Preferred shares we may issue in the future.

31SELLING STOCKHOLDERS

OPTIONS

We have not issued and do not have any outstanding options to purchaseThe following table sets forth the number of shares of our common stock.

CONVERTIBLE SECURITIES

We have not issued and do not have any outstanding securities convertible into shares of ourCompany common stock beneficially owned, as of the date of this prospectus, by the selling stockholders prior to the offering contemplated by this prospectus and the number of shares which each selling stockholder would own beneficially if all such offered shares are sold. None of the selling stockholders is known to us to be a registered broker-dealer or any rights convertiblean affiliate of a registered broker-dealer. Each of the selling stockholders has acquired his, her or exchangeable intoits shares solely for investment and not with a view to or for resale or distribution of our common stock.such securities. Beneficial ownership is determined in accordance with SEC rules and includes voting or investment power with respect to the securities.

DIVIDEND POLICY

PLAN OF DISTRIBUTION

We have never declaredmay, from to time, offer the securities registered hereby at the offering price of $1.00 per share up to this maximum amount. We may sell the securities from time to time pursuant to underwritten public offerings, negotiated transactions, block trades or paid any cash dividends on our common stock.a combination of these methods. We currently intendmay sell the securities to retain future earnings, if any,or through underwriters or dealers, with or without an underwriting syndicate, through agents, or directly to financeone or more purchasers or a combination of these methods. The Company may distribute securities from time to time in one or more transactions:

Once sold under the expansionregistration statement, of our business. Aswhich this prospectus forms a result, we do not anticipate paying any cash dividendspart, the Common Shares will be freely tradable in the foreseeable future.hands of persons other than our affiliates.

INDEMNIFICATION

Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of her position, if she acted in good faith and in a manner she reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which she is to be indemnified, we must indemnify her against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel namedOur financial statements for the period ended December 31, 2017 along with the related consolidated statements of operations, shareholders’ equity and cash flows in this prospectus as having prepared or certified any part of this Prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest directly or indirectly, in thehave been audited by Haynie & Company, or any of its parents or subsidiaries. Nor was any such person connected with Makh Group Corp. or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

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EXPERTS

PRITCHETT, SILER & HARDY, P.C., our independent registered public accounting firm, has audited our financial statements included in this prospectus and registration statement to the extent and for the periods set forth in their audit report. PRITCHETT, SILER & HARDY, P.C. has presented its report, with respect to our audited financial statements. Such financial statementsand are includedset forth in this prospectus in reliance upon thesuch report of such firm given upon theirthe authority of them as experts in auditing and accounting. Our financial statements for the period ended December 31, 2016 along with the related consolidated statements of operations, shareholders’ equity and cash flows in this prospectus have been audited by Pritchett, Siler and Hardy, P.C., independent registered public accounting firm, to the extent and auditing.for the periods set forth in their report, and are set forth in this prospectus in reliance upon such report given upon the authority of them as experts in auditing and accounting.

LEGAL MATTERSWHERE YOU CAN FIND MORE INFORMATION

Matheau J. W. Stout, Esq. has opinedOur filings are available to the public at the SEC’s web site at http://www.sec.gov. You may also read and copy any document with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Further information on the validity ofPublic Reference Room may be obtained by calling the shares of common stock being offered hereby.

AVAILABLE INFORMATIONSEC at 1-800-SEC- 0330.

We have not previously been required to comply with the reporting requirements of the Securities Exchange Act. We have filed with the SEC a registration statement on Form S-1 to registerwith the securitiesSEC under the Securities Act for the common stock offered by this prospectus. This prospectus does not contain all of the information set forth in the registration statement, certain parts of which have been omitted in accordance with the rules and regulations of the SEC. For futurefurther information, about us and the securities offered under this prospectus, you may referreference is made to the registration statement and its exhibits. Whenever we make references in this prospectus to any of our contracts, agreements or other documents, the references are not necessarily complete and you should refer to the exhibits filed as a partattached to the registration statement for the copies of the registration statement. In addition, after the effective date of this prospectus, we will be required to file annual, quarterly and current reports,actual contract, agreement or other information with the SEC as provided by the Securities Exchange Act. You may read and copy any reports, statements or other information we file at the SEC’s public reference facility maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Our SEC filings are available to the public through the SEC Internet site at www.sec.gov.document.

FINANCIAL STATEMENTS

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

ACCOUNTING AND FINANCIAL DISCLOSUREOur consolidated financial statements of commencing on page F-1 are included with this prospectus. These financial statements have been prepared on the basis of accounting principles generally accepted in the United States and are expressed in US dollars.

We have had no changes in or disagreements with our independent registered public accountant.

ITEM 1. FINANCIAL STATEMENTS

 FINANCIAL STATEMENTS

Our fiscal year end is December 31, 2015. We will provide audited financial statements to our stockholders on an annual basis; the statements will be prepared by us and audited byPRITCHETT, SILER & HARDY, P.C..

Our financial statements from inception to December 31, 2015, immediately follow:

INDEX TO AUDITED FINANCIAL STATEMENTS

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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 AllyMe Group, 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.

Haynie & Company

Salt Lake City, Utah

April 17, 2018

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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

AllyMe Group, Inc. (formerly known as WeWin Group Corp. and Makh Group Corp.)

City of Zhuhai, China

We have audited the accompanying balance sheet of AllyMe Group, Inc. (formerly known as WeWin Group Corp. and Makh Group Corp.) as of December 31, 2015 and 20142016 and the related statements of operations, stockholders’ equity/equity (deficit) and cash flows for the year ended December 31, 2015 and the period from inception (August 13, 2014) through December 31, 2014.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 provides 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 AllyMe Group, Inc. (formerly known as WeWin Group Corp. and Makh Group Corp.) as of December 31, 2015 and 20142016 and the related statementsresults of its operations stockholders’ equity/ (deficit) and its cash flows for the year then ended December 31, 2015 and the period from inception (August 13, 2014) through December 31, 2014, in conformity with accounting principles generally accepted in the United States of America.