NOTES TO THE
AUDITED
FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016
NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS
Organization and Description of Business
WEWIN GROUP CORP. (the Company, we or us) was incorporated under the laws of the State of Nevada on August 13, 2014 (Inception) and has adopted December 31 fiscal year end. The Company intends to provide business-consulting service in China.
On January 30, 2017, a private transaction closed p
ursuant to a stock purchase agreement between Gulmira Wewinmutova, the Company's President and CEO, and Anhui Weiyang Investment Holding Co. Ltd, by which it acquired 8,618,000 shares of common stock from Gulmira Wewinmutova representing, along with private transactions between other shareholders, 99.9% of the issued and outstanding share capital of the Company on a fully-diluted basis. Anhui Weiyang Investment Holding Co. Ltd paid $340,000 from company funds as consideration for ownership. In connection with the transaction., Ms. Wewinmutova released the Company from all debts owed to her.
Upon the change of control of the Company, which occurred on January 30, 2017, Gulmira Wewinmutova resigned immediately from her official positions in the Company. Accordingly, Ms. Wewinmutova ceased to be the Companys Director, CEO, CFO, President, and Treasurer, and on the same day the shareholders of the Corporation voted Mr. Yonghua Kang, as Director & CEO, Mr. Xinlong Liu as Director and COO, Ms. Aiyun Xu as Director and CFO, Mr. Shaochun Dong as Director, and Mr. Dagen Cheng as Director.
NOTE 2 GOING CONCERN
The Company has incurred losses since Inception (August 13, 2014) resulting in an accumulated (deficit) of $(
72,111) and $(38,846) as of December 31, 2017 and 2016 respectively and further losses are anticipated in the development of its business. Accordingly, there is substantial doubt about the Companys ability to continue as a going concern. Management believes that the Companys capital requirements will depend on many factors including the success of the Companys 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.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Companys year-end is December 31.
F-7
Recent accounting pronouncements
The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects the Companys 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 Companys financials properly reflect the change. The Company currently does not have any recent accounting pronouncements that they are studying and feel may be applicable.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Stock-Based Compensation
As of December 31, 2017 and 2016, the Company has not issued any stock-based payments to its employees.
Stock-based compensation is accounted for at fair value in accordance with ASC 718, when applicable. To date, the Company has not adopted a stock option plan and has not granted any stock options.
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 605, Revenue Recognition. ASC 605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company's bank accounts are deposited in insured institutions. The funds are insured up to $250,000. At December 31, 2017 and 2016 the Company's bank deposits did not exceed the insured amounts.
Basic and Diluted Income (Loss) Per Share
The Company computes income (loss) per share in accordance with FASB ASC 260, Earnings per Share which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.
F-8
For the years ended December 31, 2017 and 2016 there were no potentially dilutive debt or equity instruments issued or outstanding and any such shares would have been excluded from the computation because they would have been anti-dilutive as the Company incurred losses in these years.
Fair Value of Financial Instruments
ASC 820 "
Fair Value Measurements and Disclosures
" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.
These tiers include:
Level 1: defined as observable inputs such as quoted prices in active markets;
Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
The carrying value of cash and the Companys loan from shareholder approximates its fair value due to their short-term maturity.
Income Taxes
The Company accounts for income taxes pursuant to FASB ASC 740
Income Taxes
. Under ASC 740 deferred income taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The provision for income taxes represents the tax expense for the period, if any, and the change during the period in deferred tax assets and liabilities. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
ASC 740 also provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions. Under ASC 740, the impact of an uncertain tax position on the income tax return may only be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. At December 31, 2017 and 2016, there were no unrecognized tax benefits.
Advertising Costs
The Companys policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $0 during years ended December 31, 2017 and 2016.
NOTE 4 COMMON STOCK
The Company has 75,000,000 shares of common stock authorized with a par value of $ 0.001 per share.
At September 30, 2016, the Company issued 2,620
,000
shares of its common stock to 2 shareholders at $
0.01
per share for total proceeds of $26,200.
As at December 31, 2017, 8,620,000 shares of common stock were issued and outstanding.
F-9
NOTE
5
INCOME TAXES
Deferred income tax assets and liabilities are computed annually for differences between financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.
As of December 31, 2017 the Company had net operating loss (NOL) carry forwards of $70,371. The deferred tax asset applicable to the net loss of $17,592 was offset entirely by a valuation allowance, which changed by $17,592 during 2017. As of December 31, 2016 the Company had net operating loss carry forwards of $34,951 that may be available to reduce future years taxable income through 2035. However, the Companys ability to use the carryover net operating loss may be substantially limited or eliminated pursuant to Internal Revenue Code Section 382. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
Our policy is to recognize interest and/or penalties related to income tax matters in income tax expense. We had no accrual for interest or penalties on our consolidated balance sheets at December 31, 2017 or 2016, and have not recognized interest and/or penalties in the consolidated statement of operations for the years ended December 31, 2017 or 2016.
The Company adopted the provisions of ASC 740-10-50, formerly FIN 48, and Accounting for Uncertainty in Income Taxes. The Company had no material unrecognized income tax assets or liabilities as of December 31, 2017.
NOTE 6
LOAN FROM FORMER SHAREHOLDER
In support of the Companys efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.
As of December 31, 2017 and 2016, the amount outstanding was $41,709 and $9,625 respectively. The loan is non-interest bearing, due upon demand and unsecured.
The Companys former sole shareholder and former director donated office space free of charge and
will devote approximately 20 hours a week to the Companys operations without payments. The revenue earned during the year ended December 31, 2016 was a result of the former directors donated consulting hours to the Company to provide consulting services.
During 2017 proceeds from related party loans were $41,709. During 2017, $9,625 of loans from a former officer and majority shareholder was forgiven and reclassified to additional paid in capital.
NOTE 7 - COMMITMENTS AND CONTINGENCIES
Commitments:
The Company currently has no long-term commitments as of our balance sheet date.
Contingencies:
None as of our balance sheet date.
NOTE 8 SUBSEQUENT EVENTS
F-10
In accordance with ASC 855-10, the Company has analyzed its operations subsequent to December 31, 2017 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.
PART III
Item 10. Directors, Executive Officers, Promoters and Control Persons of the Company
DIRECTORS AND EXECUTIVE OFFICERS
The name, address and position of our present officers and directors are set forth below:
Name and Address of Executive
Officer and/or Director
|
|
Age
|
|
Position
|
|
|
|
|
|
Yonghua Kang
Zheng Road (5# Plant)
Shushan Industrial Park
Hefei, China 230031
Tel. +189-5653-9083
|
|
27
|
|
Director, CEO
|
Xinlong Liu
Zheng Road (5# Plant)
Shushan Industrial Park
Hefei, China 230031
Tel. +189-5653-9083
Huang Lei
Zheng Road (5# Plant)
Shushan Industrial Park
Hefei, China 230031
Tel. +189-5653-9083
|
|
31
35
|
|
Director, COO
Secretary
|
Aiyun Xu
|
|
36
|
|
Director, CFO
|
Zheng Road (5# Plant)
Shushan Industrial Park
Hefei, China 230031
Tel. +189-5653-9083
|
|
|
|
|
Shaochun Dong
|
|
42
|
|
Director
|
Zheng Road (5# Plant)
Shushan Industrial Park
Hefei, China 230031
Tel. +189-5653-9083
|
|
|
|
|
Dagen Cheng
|
|
41
|
|
Director
|
Zheng Road (5# Plant)
Shushan Industrial Park
Hefei, China 230031
Tel. +189-5653-9083
|
|
|
|
|
Biographical Information and Background of officers and directors
Xinlong Liu, 31, is the Chairman of Anhui Weiying Investment Holding Co.
Ltd,
and has been with that Company since December 2014. He was appointed to his current position with WeWin Group Corp. on January 30, 2017. His duties include overseeing the work of the President and other officers, and forming the companys annual budget and investment plans. Mr Liu was formerly a Director of Amy International (Hong Kong) Co. Ltd. from 2011 to 2016. Amy International (Hong Kong) Co. Ltd. is a beauty equipment sales and service company. There, Mr. Liu was responsible for the day-to-day management and operations. Mr. Liu received his BS in Traditional Chinese Medicine from Southern Medical University (Guangzhou, China) in 2009.
Yonghua Kang, 27, is the President of Anhui Weiying Investment Holding Co.
Ltd,
and has been with the company since December 2014. He was appointed to his current position with WeWin Group Corp. on January 30, 2017. Mr. Kang develops the companys lead business strategy and operations, and oversees the day-to-day operations of the company. Mr. Kang was formerly the Vice-President of Amy International Co., Ltd. from 2012 to 2016, where he developed and managed the companys marketing platform.
Shaochun Dong, 42, has been the Vice-President of Anhui Weiying Investment Holding Co.
Ltd,
since February 2016. He was appointed to his current position with WeWin Group Corp. on January 30, 2017. Mr. Dong manages the employment staff and respective departments, and aids the President in managing the day-to-day operations. Mr. Dong was formerly the Vice-President of Anhui Guogou Group Co. from 2010 to 2016. Anhui Guogou Group Co. specializes in industrial investment, trade logistics and modern finance. There, Mr. Dong was responsible for the management of the companys day-to-day operations and business administration. Mr. Dong received his BA in Business Administration from Nanjing University of Science and Technology in 1998.
Dagen Cheng, 41, is the Vice President of Anhui Weiying Investment Holding Co.
Ltd,
and has been with the company since January 2016. He is an executive at the company managing its day-to-day operations. He was previously Vice President of Amy International Co. Ltd. from January 2010 to December 2014. He was appointed to his current position with WeWin Group Corp. on January 30, 2017.
Aiyun Xu, 36, is the CFO of Anhui Weiying Investment Holding Co.
Ltd,
and has been with the company since September 2017. She was appointed to her current position with WeWin Group Corp. on January 30, 2017. She supervises the companys accounting practices, organizes the companys budget policy, and manages the companys finances in compliance with the applicable laws. Ms. Xu was formerly the CFO of
Anhui Nanxiang Group Co. from 2011 to 2016. Anhui Nanxiang Group Co.s main business is in commercial property finance and investment. Ms. Xu was responsible for managing the companys financial and accounting department. Ms.
Xu received her BA in accounting from Anhui University of Finance and Economics in 2002, and is a certified accountant.
Huang Lei, 35, is the Secretary of Anhui Weiying Investment Holding Co.
Ltd,
and has been with the company since May 2017. He maintains the companys branding with key customers by liaising directly between them and board of directors. Mr. Lei was formerly the Manager of the Department of Key Customers at the Hefei Branch of Ping An
Insurance Company, a consulting and financial products company. He was appointed to his current position with WeWin Group Corp. on January 30, 2017.
AUDIT COMMITTEE
We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we have no operations, at the present time, we believe the services of a financial expert are not warranted.
SIGNIFICANT EMPLOYEES
We have no employees other than Yonghua Kang- director and CEO, Mr. Xinlong Liu- Director and COO, Ms. Aiyun Xu - Director and CFO, Mr. Shaochun Dong- Director, Mr. Dagen Cheng- Director,
and Huang Lei -secretary
; they are all currently devote approximately twenty hours per week to company matters. We intend to hire employees on an as needed basis.
Item 11. Executive Compensation
The following tables set forth certain information about compensation paid, earned or accrued for services by our President, and Secretary and all other executive officers (collectively, the Named Executive Officers) from inception on August 13, 2014 until December 31, 2017.
SUMMARY COMPENSATION TABLE
Name and Principal Position
|
Year
|
Salary (US$)
|
Bonus (US$)
|
Stock Awards (US$)
|
Option Awards (US$)
|
Non-Equity Incentive Plan Compensation (US$)
|
Nonqualified Deferred Compensation Earnings (US$)
|
All Other Compensation (US$)
|
Total (US$)
|
Aiyun Xu-
Director, CFO
Andrei Gurduiala-
Former President
Yonghua Kang-
Director, CEO
Xinlong Liu-
Director, COO
|
2016-2017
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Aiyun Xu-
Director, CFO
Andrei Gurduiala-
Former President
Yonghua Kang-
Director, CEO
Xinlong Liu-
Director, COO
|
2016-
2017
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
There are no current employment agreements between the company and its officers. The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officer. There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors other than as described herein.
CHANGE OF CONTROL
As of December 31, 2017, we had no pension plans or compensatory plans or other arrangements that provide compensation in the event of a termination of employment or a change in our control.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table provides certain information regarding the ownership of our common stock, as of December 31, 2017 and as of the date of the filing of this annual report by:
|
|
|
each of our executive officers;
|
|
|
|
each director;
|
|
|
|
each person known to us to own more than 5% of our outstanding common stock; and
|
|
|
|
all of our executive officers and directors and as a group.
|
Title of Class
|
|
Name and Address of
Beneficial Owner
|
|
Amount and Nature of
Beneficial Ownership
|
|
Percentage
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
Anhui Weiyang Investment Holding Co. Ltd
Zheng Road (5# Plant)
Shushan Industrial Park
Hefei, China 230031
|
|
8,618,000 shares of common stock
|
|
|
99.9%
|
|
|
|
|
|
|
|
| |
The percent of class is based on 8,620,000 shares of common stock issued and outstanding as of the date of this annual report.
Item 13. Certain Relationships and Related Transactions
During the year ended December 31, 2017, we had not entered into any transactions with our officers or directors, or persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons wherein the amount involved in the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1% of the average of our total assets for the last three fiscal years.
Item 14. Principal Accountant Fees and Services
The following table sets forth the fees billed by our principal independent accountants Pritchett, Siler & Hardy, P.C. for 2016 and Haynie & Company for 2017, for the categories of services indicated.
|
|
Years Ended December 31,
|
Category
|
|
2017
|
|
|
2016
|
Audit Fees
|
|
$
|
10,000
|
|
|
$
|
10,000
|
Audit Related Fees
|
|
|
-
|
|
|
|
-
|
Tax Fees
|
|
|
-
|
|
|
|
-
|
All Other Fees
|
|
|
-
|
|
|
|
-
|
Total
|
|
$
|
10,000
|
|
|
$
|
10,000
|