The accompanying notes are an integral part
of these condensed consolidated unaudited financial statements.
The accompanying notes are an integral part
of these condensed consolidated unaudited financial statements.
The accompanying notes
are an integral part of these condensed consolidated unaudited financial statements.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2018
(Unaudited)
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 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 presently has only nominal operations 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”).
NOTE
2 – GOING CONCERN
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.
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,
2017.
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.
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 51% of equity interest in AllyMe and its 100% owned
subsidiary, China Info.
Foreign
Currency Translation
The
Company’s subsidiary China Info operates in China PRC. The financial position and results of its operations are determined
using RMB, the local currency, as the functional currency. Our financial statements are reported using U.S. Dollars. The results
of operations and the statement of cash flows denominated in foreign currency are translated at the average rate of exchange during
the reporting period. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the
applicable rates of exchange in effect at that date. The equity denominated in the functional currency is translated at the historical
rate of exchange at the time of capital contribution. Because cash flows are translated based on the average translation rate,
amounts related to assets and liabilities reported on the statement of cash flows will not necessarily agree with changes in the
corresponding balances on the balance sheet. Translation adjustments arising from the use of different exchange rates from period
to period are included as a separate component of accumulated other comprehensive income included in statement of changes in equity.
Gains and losses from foreign currency transactions are included in the consolidated statement of income and comprehensive income.
The
value of RMB against US$ and other currencies may fluctuate and is affected by, among other things, changes in the PRC’s
political and economic conditions. Any significant revaluation of RMB may materially affect the Company’s financial condition
in terms of US$ reporting. The following table outlines the currency exchange rates that were used in creating the consolidated
financial statements in this report:
|
|
|
September 30, 2018
|
|
|
|
|
|
|
Period-end spot rate
|
|
|
US $1=RMB 6.8680
|
|
|
|
|
|
|
Average rate
|
|
|
US $1=RMB 6.8500
|
|
Cash
Cash
includes cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original
maturities of 90 days or less. Cash amounted to $82,145 and $6,496 as of September 30, 2018 and December 31, 2017, respectively.
Revenue
recognition
The Company follows topic 606 of the
FASB Accounting Standards Codification for revenue recognition and ASU 2014-09. On January 1, 2018, the Company adopted ASU 2014-09,
which is a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer
of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those
goods or services. The Company considers revenue realized or realizable and earned when all the five following criteria are met:
(1) Identify the contract with a customer, (2) Identify the performance obligations in the contract,
(3) Determine the transaction price, (4) Allocate the transaction price to the performance
obligations in the contract, and (5) Recognize revenue when (or As) the entity satisfies
a performance obligation. Results for reporting periods beginning after January 1, 2018 are presented under ASU
2014-09, while prior period amounts are not adjusted and continue to be reported under the previous accounting standards. The
Company has assessed the impact of the guidance by reviewing its existing customer contracts and current accounting policies and
practices to identify differences that will result from applying the new requirements, including the evaluation of its performance
obligations, transaction price, customer payments, transfer of control and principal versus agent considerations. Based on the
assessment, the Company concluded that there was no change to the timing and pattern of revenue recognition for its current revenue
streams in scope of Topic 606 and therefore there was no material changes to the Company’s consolidated financial statements
upon adoption of ASC 606, and there have not been any significant changes to our business processes, systems, or internal controls
as a result of implementing the standard.
Basis
of consolidation
The
unaudited consolidated financial statements include the financial statements of Wewin and its subsidiaries. All significant
inter-company balances and transactions within the Company have been eliminated upon consolidation.
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.
Earnings
per Share
For
the three- and nine-month periods ended September 30, 2018 and 2017 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.
NOTE
4 - DEFERRED REVENUE
Deferred revenue amounted to $17,472
and $0 as of September 30, 2018 and December 31, 2017. In September 2018, the Company received $17,472 in advances from
customers for consulting services not yet performed.
NOTE
5 - 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 September 30, 2018 and December 31, 2017, the amounts outstanding were $72,985 and $41,709. The advances were non-interest
bearing, due upon demand and unsecured.
|
|
September 30, 2018
|
|
|
December 31, 2017
|
|
Zilin Wang (1)
|
|
$
|
44,206
|
|
|
$
|
-
|
|
Xizhen Zhu (2)
|
|
|
7,054
|
|
|
|
-
|
|
Prior shareholders (3)
|
|
|
-
|
|
|
|
41 ,709
|
|
AllyMe Holding Inc. (4)
|
|
|
21,725
|
|
|
|
-
|
|
Total due to related parties
|
|
$
|
72,985
|
|
|
$
|
41,709
|
|
(1)
|
Zilin
Wang is the CEO and shareholder of the Company
|
(2)
|
Xizhen
Zhu is the CEO of China Info
|
(3)
|
The
debt owed to prior shareholders was forgiven and accounted for as a contribution to additional
paid in capital upon the change in control in July 2018.
|
(4)
|
Zilin Wang is the prior CEO and prior shareholder of AllyMe Holding
Inc
|
NOTE
6 – DEPOSIT FOR STOCK PURCHASE
Deposit for stock purchase amounted to $36,011
and $0 as of September 30, 2018 and December 31, 2017.
In August 2018, the Company received a
deposit for 182,800 shares of common stock at $0.05 per share for total of $9,140 to 28 unrelated parties. These shares have
not been issued as of reporting date.
In August 2018, the Company received a
deposit for 29,260 shares of common stock at $0.5 per share for total of $14,630 to 17 unrelated parties. These shares have
not been issued as of reporting date.
During September, the Company also received
a deposit of $12,241 for stock purchases. The price for these stock purchases have not been decided.
NOTE 7 - STOCKHOLDERS’ DEFICIT
The Company is authorized to issue 75,000,000
shares of common stock and 10,000,000 shares of preferred stock. There is no preferred stock issued and outstanding as of September
30, 2018. There are 8,620,000 shares of common stock outstanding as of September 30, 2018.
In September 2018, a majority shareholder
contributed $15,000 as additional capital to the Company.
The debt of $41,709 owed to prior shareholders
was forgiven and accounted for as a contribution to additional paid in capital upon the change in control in July 2018.
NOTE 8– BUSINESS COMBINATION
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 comprise approximately 51% of the then issued and outstanding shares of common stock of AllyMe.
The
following table summarizes the consideration paid for AllyMe Groups Inc. and the fair value amounts of assets acquired and liabilities
assumed recognized at the acquisition date:
Purchase price
|
|
$
|
1,040
|
|
|
|
|
|
|
Cash
|
|
$
|
16,735
|
|
Other receivable
|
|
|
5,233
|
|
Total assets:
|
|
$
|
21,968
|
|
Less: liabilities assumed
|
|
|
(33,217
|
)
|
Net assets acquired
|
|
|
(11,250
|
)
|
Purchase price in excess of net assets acquired
|
|
$
|
12,290
|
|
Zilin
Wang is CEO and shareholder of both Wewin and AllyMe Groups Inc. So the combination is deemed as between related parties. The
purchase price in excess of the assets acquired is booked as additional paid in capital.
AllyMe Groups and its subsidiary China
Info are both established in 2018. No
unaudited
pro forma condensed combined statements of operations are presented to illustrate the estimated effects of the merger of AllyMe
Groups Inc. by Wewin (the “Transaction”) on the historical results of operations of AllyMe Groups.
NOTE
9– SUBSEQUENT EVENTS
In
accordance with ASC 855-10, the Company has analyzed its operations subsequent to September 30, 2018 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 other than the following:
In October 2018, the Company received the
signed priviate placement subscription agreements to sell 212,060 shares of the Company’s common stock for proceeds
of $23,770, which was received as of September 30, 2018. Refer to note 6.