NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
December
31, 2018
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.”
NOTE
2 – GOING CONCERN
The
Company has incurred losses since inception (August 13, 2014) resulting in an accumulated deficit of $142,766 is as of December
31, 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
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
The
consolidated financial statements include the financial statements of AllyMe US and its subsidiaries. All significant inter-company
balances and transactions within the Company have been eliminated upon consolidation.
On
September 13, 2018, the Company purchased 1,040,000 shares of common stock of 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
Combination of AllyMe US and AllyMe are considered business acquisition and the method used to present the transaction is the
acquisition method. The acquisition method is a method of accounting for a merger of two businesses. The tangible assets and liabilities
and operations of the acquired business were combined at their fair value of the acquisition date, which is the date when the
acquirer gains control over the acquired company.
Zilin
Wang is CEO and shareholder of both AllyMe US and AllyMe. 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.
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 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:
|
|
|
December
31,
2018
|
|
|
|
|
|
|
Period-end
spot rate
|
|
|
US
$1=RMB
6.8755
|
|
|
|
|
|
|
Average
rate
|
|
|
US
$1=RMB
6.6090
|
|
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 $69,167 and $6,496 as of December 31, 2018 and 2017, respectively. The Company’s cash
held in bank accounts in the PRC amounted to $53,722 and $0 as of December 31, 2018 and 2017 respectively and is not protected
by FDIC insurance or any other similar insurance. The Company’s bank account in the United States amounted to $15,445 and
$6,496 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
Earnings
per Share
For
the years ended December 31, 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.
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, 2018 and 2017, there were no uncertain tax positions.
Stock-Based
Compensation
As
of December 31, 2018 and 2017, 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.
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 $14,767 and $6,667 as of December 31, 2018 and 2017, respectively. Prepaid expenses in 2018 and 2017 are mainly
prepaid service fees.
NOTE
5 – LOAN FROM AN UNRELATED PARTY
Loan
from an unrelated party amounted to $2,909 and $0 as of December 31, 2018 and 2017, respectively. Loan from an unrelated party
are interest free, without collateral, and due on demand.
NOTE
6 - 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 December 31, 2018 and 2017, the amounts outstanding were $64,370 and $41,709. The advances were non-interest bearing, due upon
demand and unsecured.
|
|
December 31,
2018
|
|
|
December 31,
2017
|
|
Zilin Wang (1)
|
|
$
|
42,724
|
|
|
$
|
-
|
|
Prior shareholders (2)
|
|
|
-
|
|
|
|
41 ,709
|
|
AllyMe Holding Inc. (3)
|
|
|
21,646
|
|
|
|
-
|
|
Total due to related parties
|
|
$
|
64,370
|
|
|
$
|
41,709
|
|
(1)
|
Zilin
Wang is the CEO and shareholder of the Company
|
(2)
|
The
Company’s former sole shareholder and former director donated office space free of charge and devoted approximately
20 hours a week to the Company’s operations without payments. During 2017 proceeds from related party loans were $41,709.
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
|
|
|
(3)
|
Zilin
Wang is the prior CEO and prior shareholder of AllyMe Holding Inc.
|
NOTE
7 - INCOME TAXES
United
States
The
Company is incorporated in United States, and is subject to corporate income tax rate of 21%.
The
People’s Republic of China (PRC)
Under
the Provisional Regulations of The People’s Republic of China Concerning Income Tax on Enterprises promulgated by the PRC,
which took effect on January 1, 2008, domestic and foreign companies pay a unified corporate income tax of 25%, except for a 15%
corporate income tax rate for qualified high technology and science enterprises.
The
EIT Law also imposes a withholding income tax of 10% on dividends distributed by a foreign invested enterprise to its immediate
holding company outside of China, if such immediate holding company is considered as a non-resident enterprise without any establishment
or place within China or if the received dividends have no connection with the establishment or place of such immediate holding
company within China, unless such immediate holding company’s jurisdiction of incorporation has a tax treaty with China
that provides for a different withholding arrangement. Such withholding income tax was exempted under the previous income tax
regulations.
Loss
before income taxes consists of:
|
|
For the years ended
December 31,
|
|
|
|
2018
|
|
|
2017
|
|
Non-PRC
|
|
$
|
(78,437
|
)
|
|
$
|
(33,265
|
)
|
PRC
|
|
|
1,360
|
|
|
|
-
|
|
|
|
$
|
(77,077
|
)
|
|
$
|
(33,265
|
)
|
The
income tax expense in the consolidated statements of operations consisted of:
|
|
For
the years ended
December 31,
|
|
|
|
2018
|
|
|
2017
|
|
Unites
States Enterprise Income Tax
|
|
$
|
-
|
|
|
$
|
-
|
|
PRC
Enterprise Income Tax
|
|
|
-
|
|
|
|
-
|
|
Income
taxes, net
|
|
$
|
-
|
|
|
$
|
-
|
|
The
components of deferred taxes are as follows at December 31, 2018 and 2017:
|
|
December 31,
2018
|
|
|
December 31, 2017
|
|
Deferred tax assets, current portion
|
|
|
|
|
|
|
|
|
Amortization of fair value of stock for services
|
|
$
|
-
|
|
|
$
|
-
|
|
Total deferred tax assets, current portion
|
|
|
-
|
|
|
|
-
|
|
Valuation allowance
|
|
|
-
|
|
|
|
-
|
|
Deferred tax assets, current portion, net
|
|
$
|
-
|
|
|
$
|
-
|
|
Deferred tax assets, non-current portion
|
|
|
|
|
|
|
|
|
Fixed assets
|
|
$
|
-
|
|
|
$
|
-
|
|
Net operating losses
|
|
|
16,186
|
|
|
|
6,986
|
|
Total deferred tax assets, non-current portion
|
|
|
16,186
|
|
|
|
6,986
|
|
Valuation allowance
|
|
|
(16,186
|
)
|
|
|
(6,986
|
)
|
Deferred tax assets, non-current portion, net
|
|
$
|
-
|
|
|
$
|
-
|
|
The
Company is subject to United States of America tax law. As of December 31, 2018, the operations in the United States of America
incurred $136,082 of cumulative net operating losses that can be carried forward to offset future taxable income. The net operating
loss carry forwards as of December 31, 2018 will expire in the year 2036 if not utilized. The Company has provided full valuation
allowance for the deferred tax assets on the expected future tax benefits from the net operating loss carry forwards as the management
believes it is more likely than not that these assets will not be realized in the future.
A
reconciliation between the income tax computed at the U.S. statutory rate and the Company’s provision for income tax in
the PRC is as follows:
|
|
December 31, 2018
|
|
|
December 31,
2017
|
|
Tax expense at statutory rate - US
|
|
|
21
|
%
|
|
|
21
|
%
|
Foreign income not recognized in the U.S.
|
|
|
(21
|
)%
|
|
|
(21
|
)%
|
PRC enterprise income tax rate
|
|
|
25
|
%
|
|
|
25
|
%
|
Loss not subject to income tax
|
|
|
(25
|
)%
|
|
|
(25
|
)%
|
Effective income tax rates
|
|
|
-
|
%
|
|
|
-
|
%
|
NOTE
8 - 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 December 31, 2018. There are 8,944,060
and 8,620,000 shares of common stock outstanding as of December 31, 2018 and 2017, respectively.
In
August 2018, the Company received a deposit for 96,700 shares of common stock at $0.05 per share for total of $4,835 from 1 unrelated
party. These shares have been issued as of reporting date.
In
August 2018, the Company received a deposit for 260 shares of common stock at $0.5 per share for total of $130 from 1 unrelated
party. These shares have been issued as of reporting date.
In
September 2018, the Company received a deposit for 86,100 shares of common stock at $0.05 per share for total of $4,305 from 27
unrelated parties. These shares have been issued on October 8, 2018.
In
September 2018, the Company received a deposit for 29,000 shares of common stock at $0.5 per share for total of $14,500 from 16
unrelated parties. These shares have been issued on October 8, 2018.
In
October 2018, the Company received a deposit for 3,000 shares of common stock at $0.50 per share for total of $5,000 from 3 unrelated
party. These shares have been issued on October 8, 2018.
In
October 2018, the Company received a deposit for 10,000 shares of common stock at $0.05 per share for total of $500 from 1 unrelated
party. These shares have been issued on October 30, 2018.
In
October 2018, the Company received a deposit for 2,000 shares of common stock at $1.00 per share for total of $2,000 from 1 unrelated
party. These shares have been issued on October 30, 2018.
In
November 2018, the Company received a deposit for 42,000 shares of common stock at $1.00 per share for total of $42,000 from 5
unrelated parties. These shares have been issued in November 2018.
In
December 2018, the Company issued 40,000 shares of common stock at $0.05 per share for total of $2,000 to 4 unrelated parties
under the Company’s 2018 Employee, Director and Consultant Stock Plan. The money was received in 2019.
The
debt of $48,333 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
9 – BUSINESS COMBINATION
On
September 13, 2018, the Company purchased 1,040,000 shares of common stock of 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
Combination of AllyMe US and AllyMe are considered business acquisition and the method used to present the transaction is the
acquisition method. The acquisition method is a method of accounting for a merger of two businesses. The tangible assets and liabilities
and operations of the acquired business were combined at their market value of the acquisition date, which is the date when the
acquirer gains control over the acquired company
The
following table summarizes the consideration paid for AllyMe and the fair value amounts of assets acquired and liabilities assumed
recognized at the acquisition date:
Purchase price
|
|
$
|
1,040
|
|
|
|
|
|
|
Cash
|
|
$
|
10,702
|
|
Total assets:
|
|
$
|
10,702
|
|
Less: liabilities assumed
|
|
|
(21,312
|
)
|
Net assets acquired
|
|
|
(10,610
|
)
|
Purchase price in excess of net assets acquired
|
|
$
|
11,649
|
|
Zilin
Wang is CEO and shareholder of both AllyMe US and AllyMe. 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
and its subsidiary China Info were both formed in 2018. No unaudited pro forma condensed combined statements of operations are
presented to illustrate the estimated effects of the merger of AllyMe. by AllyMe US (the “Transaction”) on the historical
results of operations of AllyMe.
NOTE
10 – SUBSEQUENT EVENTS
In
accordance with ASC 855-10, the Company has analyzed its operations subsequent to December 31, 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.