NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March
31, 2020
(Unaudited)
NOTE
1 - ORGANIZATION AND BUSINESS OPERATIONS
Organization
and Description of Business
AllyMe
Group Inc. (“AllyMe US”, the “Company”, “we” or “us”) was incorporated under the
laws of the State of Nevada on August 13, 2014 (“Inception”) and has adopted a December 31 fiscal year end. The Company
provides consulting services in China principally focused on the business, marketing, financial consultancy and business modeling
design and support.
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 losses since inception (August 13, 2014) resulting in an accumulated deficit of $301,589 is as of March 31,
2020, and further losses are anticipated in the development of its business. The Company had a working capital deficit of $179,300
and an accumulated deficit of $301,589 as of March 31, 2020 and a working capital deficit of $151,814 and an accumulated deficit
of $282,575 as of December 31, 2019. Accordingly, there is substantial doubt about the Company’s ability to continue as
a going concern. Management believes that the Company’s capital requirements will depend on many factors including the success
of the Company’s development efforts and its efforts to raise capital. Management also believes the Company needs to raise
additional capital for working capital purposes. There is no assurance that such financing will be available in the future. The
conditions described above raise substantial doubt about our ability to continue as a going concern. The financial statements
of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts
and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.
The
ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or, obtaining
the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come
due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from directors
and, or, the private placement of common stock. However, there can be no assurances that management’s plans will be successful.
NOTE
3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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,
2019.
Basis
of Presentation
The
financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United
States of America and are presented in US dollars. The Company’s year-end is December 31.
Basis
of consolidation
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:
|
|
|
March
31, 2020
|
|
|
|
December
31, 2019
|
|
|
|
|
|
|
|
|
|
|
Period-end spot rate
|
|
|
US $1=RMB
7.0808
|
|
|
|
US $1=RMB
6.9618
|
|
|
|
|
|
|
|
|
|
|
Average rate
|
|
|
US $1=RMB
6.9786
|
|
|
|
US $1=RMB
6.9081
|
|
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 – PREPAID EXPENSE
Prepaid
expense amounted to $398,357 and $6,458 as of March 31, 2020 and December 31, 2019, respectively. Prepaid expenses in 2020 and
2019 are mainly prepaid service fees.
NOTE
5 – LOAN RECEIVABLE FROM A RELATED PARTY
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 attain adequate financing through sales of its equity or traditional debt financing.
There is no formal written commitment for continued support by shareholders. Amounts represent advances or amounts paid in satisfaction
of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.
As
of March 31, 2020 and December 31, 2019, the amounts outstanding were $92,152 and $92,152. The advances were non-interest bearing,
due upon demand and unsecured from the CEO and also the shareholder of the company.
NOTE
9 - STOCKHOLDERS’ EQUITY (DEFICIT)
The
Company is authorized to issue 75,000,000 shares of common stock with a par value of $0.001 and 10,000,000 shares of preferred
stock with a par value of $0.001. There is no preferred stock issued and outstanding as of March 31, 2020.
In
January 2019, the Company received a deposit for 1,000 shares of common stock at $1.10 per share for total of $1,100 from 1 unrelated
party. These shares have been issued in 2019.
In
May 2019, the Company received a deposit for 2,798 shares of common stock at $1.10 per share for total of $3,078 from 2 unrelated
parties. These shares have been issued in May 2020.
NOTE
10 – SUBSEQUENT EVENTS
In
accordance with ASC 855-10, the Company has analyzed its operations subsequent to March 31, 2020 to the date these financial statements
were issued and has determined that it does not have any material subsequent events to disclose in these financial statements.