UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-1 /A
First Amendment
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
ALLYME
GROUP, INC.
Incorporated
in the State of Nevada
Primary
Standard Industrial Classification Code Number 8742
Not
applicable
(IRS
Employer ID No.)
13-4832
Lazelle Ave., Terrace BC V8G 1T4, Canada
Telephone
number
778-888-2886
Robert
L. B. Diener, Esq.
Law
Offices of Robert Diener
41
Ulua Place
Haiku,
HI 96708
(808)
573-6163
From
time to time following the effective date of this registration statement
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933 check the following box: [X]
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b- 2 of the Exchange Act.
Large
accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer (Do not check if a smaller reporting company)
[ ] Smaller reporting company [X] Emerging Growth Company [X]
CALCULATION
OF REGISTRATION FEE
Title
of each class of
securities to be registered
|
|
Amount
to
be registered
|
|
|
Proposed
maximum
offering
price
per
share
(1)
|
|
|
Proposed
maximum
aggregate
offering price
|
|
|
Amount
of
registration fee
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Shares offered by the Company
|
|
|
2,000,000
|
|
|
$
|
1.00
|
|
|
$
|
2,000,000
|
|
|
$
|
242.40
|
|
Common
Shares offered by Selling Shareholders
|
|
|
1,875,000
|
|
|
$
|
1.00
|
|
|
$
|
1,875,000
|
|
|
$
|
227.25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
3,875,000
|
|
|
$
|
1.00
|
|
|
$
|
3,875,000
|
|
|
$
|
469.65
|
|
(1)
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(a) under the Securities
Act of 1933.
The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective
on such date as the Commission, acting pursuant to said Section 8(a), may determine.
The
information in this Prospectus is not complete and may be changed. The shareholders may not sell these securities until the registration
statement filed with the Securities Exchange Commission is effective. This Prospectus is not an offer to sell these securities
and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Explanatory Note
This First Amendment incorporates comments
received from the U.S. Securities Exchange Commission in its comment letter dated March 8, 2019, updates the registrant’s
financial statements and otherwise updates the prospectus as of the date of its filing.
ALLYME
GROUP, INC.
PROSPECTUS
THE
INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT
IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE OR JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
ALLYME
GROUP, INC.
3,875,000
Common Shares
This
is an offering of Common shares of AllyMe Group, Inc. and no public market currently exists for the securities being offered.
We are offering for sale a total of 2,000,000 Common Shares at a fixed price of $1.00 per share and Selling Shareholders are offering
an additional 1,875,000 shares. There is no minimum number of shares that must be sold by the Company for the offering to proceed,
and we will retain the proceeds from the sale of any of the shares offered by the Company. The Company will not receive any proceeds
of the sale of shares by Selling Shareholders. The offering of shares by the Company is being conducted on a self-underwritten,
best efforts basis, which means the Company will attempt to sell the shares. This Prospectus will permit the Company to sell the
shares directly to the public, with no commission or other remuneration payable to it for any shares it may sell. In offering
the securities on our behalf, we will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the
Securities and Exchange Act of 1934. The shares will be offered at a fixed price of $1.00 per share for a period of one hundred
and eighty (180) days from the effective date of this prospectus. The offering shall terminate on the earlier of (i) when the
offering period ends (180 days from the effective date of this prospectus), (ii) the date when the sale of all 3,875,000 shares
is completed or (iii) when the Board of Directors decides that it is in the best interest of the Company to terminate the offering
prior the completion of the sale of all 3,875,000 shares registered under the Registration Statement of which this Prospectus
is part.
There
is only a limited market for the Company’s securities and a liquid public market may never develop, or, if any such market
does develop, it may not be sustained. Our Common Shares are currently traded on the Pink Sheets. Ultimately, the Company would
intend, when eligible, to apply to be traded on OTCQB, OTCQX or NASDAQ markets. To be eligible for quotation on such markets,
issuers must remain current in their quarterly and annual filings with the SEC. If we are not able to pay the expenses associated
with our reporting obligations, we will not be able to apply for market quotation. There can be no assurance that our Common Shares
will ever be quoted on a stock exchange or a quotation service or that any market for our Common Shares will develop. We are not
a blank check company as defined in Rule 419 of Regulation C under the Securities Act and have no plans or intentions to engage
in a business combination after the offering.
AllyMe
Group, Inc. (formerly known as Makh Group Corp and WeWin Group Corp.) commenced operations in 2014. To date we have been involved
in organizational activities and has generated only minimal revenues. At this time, we do not yet have sufficient capital to fully
implement our business plan. Any investment in the shares offered herein involves a high degree of risk. You should only purchase
shares if you can afford a loss of your investment.
We
are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”).
THE
PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY READ AND CONSIDER
THE SECTION OF THIS PROSPECTUS ENTITLED “RISK FACTORS” BEFORE BUYING ANY COMMON SHARES OF ALLYME GROUP, INC.
NEITHER
THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The
information contained in this prospectus is not complete and may be changed. This prospectus is included in the registration statement
that was filed by ALLYME GROUP, INC. with the Securities and Exchange Commission. This prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Subject
to Completion, dated April __, 2019
TABLE
OF CONTENTS
SUMMARY
The
following summary highlights selected information contained in this prospectus. This summary does not contain all the information
you should consider before investing in the securities. Before making an investment decision, you should read the entire prospectus
carefully, including the “Risk Factors” section, the financial statements, and the notes to the financial statements.
For
purposes of this prospectus, unless otherwise indicated or the context otherwise requires, all references herein to “ALLYME”
“we,” “us,” the “Company” and “our,” refer to ALLYME GROUP, INC., a Company incorporated
in the State of Nevada.
Without
taking into account the offering, we will run out of funds approximately December 31, 2019. We 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 growth. There is
no guarantee that we will be able to raise any additional capital and have no current arrangements for any such financing.
Our
near-term financing requirement (less than 6 months), is anticipated to be approximately $60,000, which includes a monthly overhead
burn rate of $10,000, public reporting costs and the remainder allocated to the Company’s general working capital.
Beyond
our near-term financing requirement (more than 6 months), we will need an additional approximately $2,000,000 to implement the
Company’s plan of operations. Of this amount, we anticipate that we will need approximately $250,000 of the total amount
required by the end of calendar year 2019.
The
foregoing represents the Company’s best estimates as of the date of this Prospectus and may materially vary based upon actual
experience.
The
inability to obtain this funding either in the near term and/or longer term will materially affect the ability of the Company
to implement its business plan of operations and jeopardize the viability of the Company. In that case, the Company may need to
suspend its operations and reevaluate and revise its plan of operations
THE
COMPANY
Business
Overview
Corporate
Structure
AllyMe
Group, Inc. was organized on August 13, 2014 as a 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 has 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 of AllyMe. AllyMe has 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 second half of 2018, AllyMe Group, Inc. (also referred to as “the Company”) commenced providing consulting services
in China principally focused on the development of new-high-tech products marketing and retail sales. As of the date
of this prospectus, it has provided services to four (4) clients and has generated approximately $14,690 in revenues. The
Company intends to seek additional clients through direct marketing in China. The Company is currently in its early stages and
there is no guarantee that it will be successful at any time in the near future or ever.
The
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.
Growth
Strategy
The
Company will work with organizations that are looking for greater domestic and international exposure in order to reach a wider
audience. In this regard, the Company believes that there will be opportunities to acquire and amalgamate certain client entities
with a view toward building larger, more financially viable businesses
Marketing
Strategy
The
Company intends to employ both online and offline sales channels including:
Online
channels/Social Media
|
●
|
WeChat
(to capitalize on the Chinese market) - In 2016, 31% of Chinese WeChat users made a purchase through WeChat, and 65% of Chinese
shoppers shop online via their mobile device at least once a month.
|
|
●
|
Major
social networks - Facebook, LinkedIn, Instagram and Twitter, which are widely used in North America. Other social media like
Weibo and Douban will be employed, which are widely used in China.
|
|
●
|
Video
marketing - Video content has been proven to leave the biggest impression on the Chinese consumer. 71% of consumers say that
a video leaves a positive impression of the company. This will be done through YouTube (North America) and Youku Tudou (China).
|
|
●
|
Mobile
Apps will be built for Android and iPhone users.
|
Networking
– B2B Industry Connection Building
|
●
|
Network
at industry events
|
|
●
|
Attend
trade shows related to M&A
|
|
●
|
Acquiring
channels of emerging entities
|
|
●
|
Word
of mouth
|
|
●
|
The
Company will use email marketing for affiliate marketing, outsourced sales, value-added reselling, catalogue circulation and
service introduction.
|
The
Company Website
|
●
|
A
well-optimized website with proper site structure, page layout, and clear and easy navigation will be developed for the publicity
and sale of products.
|
|
●
|
Proper
search engine placement and saturation
|
|
●
|
Onsite
optimization (SEO)
|
|
●
|
Company
profiles on local directories, such as Google My Business, Yahoo Local, Bing Local, Yelp, Yellow pages, CrunchBase and Insider
pages
|
|
●
|
Paid
search engine marketing (SEM), Google Ad words and Facebook Ads to drive traffic to the website and mobile app.
|
Market
Opportunity
Emerging
from the pre-reform era without any significant expertise in management, management believes that China represents an attractive
market for the consulting industry. The Company believes that its competitive advantages include:
|
●
|
Experienced
and professional management
|
|
●
|
Diversified
target market
|
|
●
|
Strong
base of technical and business expertise in China.
|
Potential
Acquisitions
As
an adjunct to its business strategy, the Company will also seek to identify potential acquisitions which are involved in the consulting
business in China.
Initial
Company Funding
To date, the major part of the Company’s
funding has been provided on a loan basis by related parties and customers and through the sales of Company stock in China. At
December 31 , 2018, the aggregate amount of such loans was $67,279 , of which $64,370 was payable to related
parties. These loans are non-interest bearing and are due on demand. To date, these advances are not the subject of any written
agreements, however, if not repaid in the short term, the Company may enter into formal loan agreements with respect to these
obligations in the future. The Company expects that these advances will be repaid from equity raised in China. In addition, the
Company has accounts payable to certain vendors who have provided services to the Company aggregating $3,079 . This funding
has been utilized to fund the general and administrative expenses of the Company (primarily associated with being a US reporting
company) and provide working capital.
Through
the Offering described in this Prospectus, the Company intends to undertake to raise approximately $2,000,000 in new investment,
exclusively from investors located in China. In this regard, the Company intends to primarily offer equity investment in the form
of common stock or convertible debt. The Company believes that these funds can be raised within a 12-month period, but there is
no guarantee that this will occur. These funds would be used for general corporate purposes and to expand sales channels in China
and internationally (see Use of Proceeds, below).
Capital
Formation
AllyMe
Group, Inc. Shareholders Equity Capital Formation.
The
Company was formed on August 13, 2014, with no capital. Thereafter, on November 5, 2015, the Company issued 6,000,000 shares of
founder’s capital to Gulmira Makhutova at $0.001 per share for an aggregate of $6,000. In the year ended December 31, 2016,
the Company issued an additional 2,620,000 shares of its common stock to 29 shareholders at $0.01 per share for total proceeds
of $26,200.
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 then issued and outstanding shares of the Company.
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 16 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. 40,000
of these shares were issued under the Company’s 2018 Employee, Director and Consultant Stock Plan and were registered
on Form S-8.
Following
December 31, 2019, the Company believes that it will require additional funding for ongoing operations. There is no guarantee
that we will be able to raise any additional capital and have no current arrangements for any such financing.
Emerging
Growth Company Status Under the Jumpstart Our Business Startups (“JOBS”) Act
Because
we generated less than $1 billion in total annual gross revenues during our most recently completed fiscal year, we qualify as
an “emerging growth company” under the Jumpstart Our Business Startups (“JOBS”) Act.
We
will lose our emerging growth company status on the earliest occurrence of any of the following events:
1.
On the last day of any fiscal year in which we earn at least $1 billion in total annual gross revenues, which amount is adjusted
for inflation every five years;
2.
On the last day of the fiscal year of the issuer following the fifth anniversary of the date of our first sale of common equity
securities pursuant to an effective registration statement;
3.
On the date on which we have, during the previous 3-year period, issued more than $1 billion in non- convertible debt; or
4.
On the date on which such issuer is deemed to be a “large accelerated filer”, as defined in section 240.12b-2 of title
17, Code of Federal Regulations, or any successor thereto. A “large accelerated filer” is an issuer that, at the end
of its fiscal year, meets the following conditions:
a.
It has an aggregate worldwide market value of the voting and non-voting common equity held by its non-affiliates of $700 million
or more as of the last business day of the issuer’s most recently completed second fiscal quarter;
b.
It has been subject to the requirements of section 13(a) or 15(d) of the Act for a period of at least twelve calendar months;
and
c.
It has filed at least one annual report pursuant to section 13(a) or 15(d) of the Act.
As
an emerging growth company, exemptions from the following provisions are available to us:
1.
Section 404(b) of the Sarbanes-Oxley Act of 2002, which requires auditor attestation of internal controls;
2.
Section 14A(a) and (b) of the Securities Exchange Act of 1934, which require companies to hold shareholder advisory votes on executive
compensation and golden parachute compensation;
3.
Section 14(i) of the Exchange Act (which has not yet been implemented), which requires companies to disclose the relationship
between executive compensation actually paid and the financial performance of the company;
4.
Section 953(b)(1) of the Dodd-Frank Act (which has not yet been implemented), which requires companies to disclose the ratio between
the annual total compensation of the CEO and the median of the annual total compensation of all employees of the companies; and
5.
The requirement to provide certain other executive compensation disclosure under Item 402 of Regulation S-K. Instead, an emerging
growth company must only comply with the more limited provisions of Item 402 applicable to smaller reporting companies, regardless
of the issuer’s size.
Pursuant
to Section 107 of the JOBS Act, an emerging growth company may choose to forgo such exemption and instead comply with the requirements
that apply to an issuer that is not an emerging growth company. We have elected to maintain our status as an emerging growth company
and take advantage of the JOBS Act provisions.
This
Prospectus
The
2,000,000 shares to be issued in connection with this Offering, together with the 1,875,000 shares being sold by Selling Shareholders
would not be eligible for re-sale unless duly registered with the U.S. Securities and Exchange Commission. The purpose of this
registration statement is to register the shares sold in that offering.
THE
OFFERING
Shares
currently outstanding
|
8,944,060
shares
(1)
|
Shares
offered by the Company
Shares
offered by selling shareholders
|
2,000,000
shares
1,875,000
shares
|
Use
of proceeds (shares offering by the Company)
|
Working
capital and general corporate purposes.
|
|
(1)
|
Shares
outstanding as December 31, 2018
|
USE
OF PROCEEDS
If
the Company’s Offering of 2,000,000 new shares is fully subscribed, the Company will raise the gross amount of $2,000,000.
The following shows use of the proceeds of the Company Offering at various levels of funding commitments.
Assuming
Gross $2 million raised (100% of shares offered):
|
$2,000,000
for working capital and general corporate purposes
|
|
|
Assuming
Gross $1,600,000 raised (80% of shares offered):
|
$1,600,000
for working capital and general corporate purposes
|
|
|
Assuming
Gross 1,000,000 raised (50% of shares offered):
|
$1,000,000
for working capital and general corporate purposes
|
|
|
Assuming
Net $500,000 raised (25% of shares offered):
|
$500,000
for working capital and general corporate purposes
|
RISK
FACTORS
Before
you invest in our securities, you should be aware that there are various risks. You should consider carefully these risk factors,
together with all of the other information included in this annual report before you decide to purchase our securities. If any
of the following risks and uncertainties develop into actual events, our business, financial condition or results of operations
could be materially adversely affected.
We
have a limited operating history and have not yet generated revenues
.
We
are an early stage business that was founded in 2014, with little operating history from which to evaluate its business prospects.
We have accrued accumulated net losses from our date of inception. We face risks encountered by early stage companies in general,
including but not limited to: difficulty in raising sufficient funding to achieve growth objectives, uncertainty of market acceptance
of our products and services, and the ability to attract and retain qualified personnel. There can be no guarantees that we will
be successful in managing these risks, and if we are unsuccessful in doing so, our shareholders face the risk of losing their
entire investment.
We
may be deemed to be a “shell company” and as such shareholders may not be able to rely on the provisions of Rule 144
for resale of their shares until certain conditions are met.
Rule
405 promulgated under the Securities Act of 1933 defines a “shell company” as a registrant… that has: no or
nominal operations; and either (a) no or nominal assets; (b) assets consisting solely of cash and cash equivalents; or (c) assets
consisting of any amount of cash and cash equivalents and nominal other assets. While the Company does not believe that it is
a “shell company”, designation as a “shell company” could result in the application of Rule 144(i), which
would limit the availability of the exemption from registration provided in Rule 144 for certain shares of Company common stock
and could result in certain persons affiliated with the Company being deemed “statutory underwriters under Rule 145(c).
If the Company is a shell company, the securities issued by the Company can only be resold by filing a registration statement
for those shares or utilizing the provisions of Rule 144 once certain conditions are met, specifically: (i) the Company has ceased
to be a shell company (ii) the Company is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, (iii) the Company has filed all required reports under the Exchange Act of the preceding 12 months and (iv) one year
has elapsed since the Company filed “Form 10” information. Thus, a shareholder of the Company may not be able to sell
its shares until such time as a registration statement for those shares is filed or the Company has ceased to be a shell company
either by effecting a business combination or by developmental growth, the Company has remained current on its Exchange Act filings
for 12 months and the Company has filed the information as would be required by a “Form 10” registration statement
filing (e.g. audited financial statements, management information and compensation, shareholder information, etc.). In addition,
if the Company were to be deemed a “shell company”, it would be prohibited from filing a registration statement on
Form S-8 and be subject to certain enhanced reporting requirements. Designation as a “shell company” could also have
a detrimental impact on the Company’s ability to attract additional capital through subsequent unregistered offerings.
We
may be considered a “Blank Check” Company
The
Company may be a “Blank Check” company as defined in Rule 419 promulgated under the Securities Act of 1933, as amended.
If we are a “Blank Check” company, we will need to comply with the rules and regulations in Rule 419 related to the
sales of securities and deposit of the proceeds of such sales and the certificates related thereto into an escrow or trust, which
proceeds will not be available to the Company until the completion of a transaction pursuant to an acquisition agreement (See
Rule 419 (e)). If this requirement is deemed to be applicable, the Company may not have sufficient funds to continue operations
until a qualifying acquisition is completed.
Our
independent auditors have expressed substantial doubt about our ability to continue as a going concern, which may hinder our ability
to continue as a going concern and our ability to obtain future financing.
In
their report dated April 1, 2019 our independent auditors stated that our financial statements for the year ended December
31, 2018 were prepared assuming that we would continue as a going concern and they expressed substantial doubt about our
ability to continue as a going concern. This doubt is based entirely upon the Company’s losses since inception, negative
cash flows from operations and negative working capital. Our ability to continue as a going concern is an issue as we have just
commenced operations as a development stage company. In our early stages of operations, we expect to experience net losses. Our
ability to continue as a going concern is subject to our ability to generate a profit and/or obtain necessary funding from outside
sources, including obtaining additional funding from the sale of our securities, increasing sales or obtaining loans and grants
from various financial institutions where possible. If we are unable to continue as a going concern, you may lose your entire
investment. Without immediately raising additional funding, we will run out of funds in the near term. To fund the Company’s
ongoing operating expenses, the Company will clearly require additional funding for ongoing operations pursuant to its business
plan. There is no guarantee that we will be able to raise any additional capital and have no current arrangements for any such
financing. The inability to obtain this funding either in the near term and/or longer term will materially affect the ability
of the Company to implement its business plan of operations and jeopardize the viability of the Company. In that case, the Company
may need to suspend its operations and reevaluate and revise its plan of operations
We
are not profitable and have limited access to capital.
We
are not currently profitable, there is no guarantee that we will ever become profitable, and if we do become profitable, this
is no guarantee that we will remain profitable. We may need to raise additional financing to support our operations and such financing(s)
will be dilutive to our stockholders. There is no guarantee that we will be able to raise such additional financing on terms acceptable
to us or our stockholders, or even to raise such additional financing at all.
The
ability of our business to grow and compete depends on the availability of adequate capital, which in turn depends in large part
on our cash flow from operations and the availability of equity and debt financing. We cannot assure you that our cash flow from
operations will be sufficient or that we will be able to obtain equity or debt financing on acceptable terms or at all to implement
our growth strategy. We estimate that we will need a minimum of $2,000,000 to successfully achieve our short-term goals. As a
result, we cannot assure you that adequate capital will be available to finance our current growth plans, take advantage of business
opportunities or respond to competitive pressures, any of which could harm our business.
Our
officers and directors lack experience in running a public company.
Our
officers and directors have either limited or no experience in the management and governance of a public company and will significantly
look to the advice of outside professionals in this regard. This lack of experience could lead to such officers and directors
making decisions that either lack business judgment or are inconsistent with applicable principals of corporate governance. To
the extent this occurs, the Company could be detrimentally affected and shareholders’ investments may be jeopardized.
We
may not be successful in competing with current and future participants in our industry
.
We
may not be successful in competing against current and future participants in our market sector. Some of our competitors may have
longer operating histories, possess greater industry and brand name recognition, and/or have significantly greater financial,
technical, and marketing resources than we do.
We
may not be able to negotiate and complete any acquisitions on terms favorable to the Company.
The
business plan of the Company includes the possibility of identifying and completing acquisitions of targeted companies in the
consulting business in China. We may not be able to complete any such acquisitions in the near or long term, and if we do, such
acquisitions may not be on terms that are favorable to the Company.
Unfavorable
changes in market and economic conditions could affect the demand for Professional Consulting Services.
The
demand for and price of professional consulting services has historically been positively and negatively affected by various economic
factors both in the industry and generally, any or all of which could result in the demand for such services being adversely affected.
Risks
Related to Ownership of the Company’s Common Stock
There
is only a limited public trading market for our common stock and you may not be able to resell our common stock.
There
only a limited public trading market for our securities and our shares have only been sporadically quoted in the Pink Sheets.
We have not applied for quotation on any quotation system or exchange and the Company will need a market maker to apply for the
quotation of our common stock. We cannot assure you that any market maker will agree to make a market in our common stock. In
the absence of a more robust trading market, you may not be able to liquidate your investment, which could result in the loss
of your investment.
Future
issuances of our common stock would dilute the interests of existing shareholders.
We
intend to issue additional shares of our common stock in the future. The issuance of a substantial amount of common stock would
have the effect of substantially diluting the interests of our shareholders. In addition, the sale of a substantial amount of
common stock in the public market, either in the initial issuance or in a subsequent resale could have an adverse effect on the
market price of our common stock.
Acquisitions
in the future may result in the demand for significant additional funding which may result in substantial dilution to existing
shareholders.
If
we engage in any acquisition activity in the future, we may require funding which will result in significant dilution to our existing
shareholders. The financial results of acquired businesses may not achieve expectation which may significant impact our per share
earnings, and thus, the value of our stock.
We
have no plans to pay dividends.
To
date, we have paid no cash dividends on our common stock. For the foreseeable future, earnings generated from our operations will
be retained for use in our business and not to pay dividends.
If
our common stock is ultimately listed on a public exchange, application of the Securities and Exchange Commission “penny
stock” rules could limit trading activity in the market, and our shareholders may find it more difficult to sell their stock.
If
our common stock is ultimately listed on a public exchange, it is likely that such shares will be trading for some period at less
than $5.00 per share and 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. 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
that provides information about penny stocks and the 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’s account.
The broker-dealer must also make a special written determination that the penny stock is a suitable investment for the purchaser
and 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 benefits of controls must be considered 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 requirements 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 the future be granted or if he otherwise
acquires 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:
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to
elect or defeat the election of our directors;
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to
amend or prevent amendment of our Articles of Incorporation or by-laws;
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to
effect or prevent a merger, sale of assets or other corporate transaction; and
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to
control the outcome of any other matter submitted to our shareholders for vote.
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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:
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not
being required to comply with the auditor attestation requirements of Section 404 of the SOX Act;
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taking
advantage of extensions of time to comply with certain new or revised financial accounting standards;
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being
permitted to comply with reduced disclosure obligations regarding executive compensation in our periodic reports and proxy
statements; and
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being
exempt from the requirement to hold a nonbinding advisory vote on executive compensation and stockholder approval of any golden
parachute payments not previously approved.
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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 December 31 , 2018 was approximately $3,859 . 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 December 31 , 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 December 31 , 2018 would be approximately $1,957,530 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:
Assuming
2,000,000 shares sold in Offering (100% of shares offered) with gross proceeds of $2,000,000:
|
|
|
|
Assumed
Public Offering Price per Share
|
|
$
|
1.00
|
|
Historical
net tangible book value per Ordinary Share as of December 31 , 2018
|
|
$
|
(0. 0004315
|
)
|
Pro
forma increase in net tangible book value per share attributable to investors in this offering
|
|
$
|
0.18
|
|
As
adjusted net tangible book value per Ordinary Share after this offering
|
|
$
|
0.18
|
|
Dilution
per share to investors participating in this offering
|
|
$
|
(0.82
|
)
|
|
|
|
|
|
Assuming
1,600,000 shares sold in Offering (80% of shares offered) with gross proceeds of $1,600,000:
|
|
|
|
|
Assumed Public
Offering Price per Share
|
|
$
|
1.00
|
|
Historical
net tangible book value per Ordinary Share as of December 31 , 2018
|
|
$
|
(0. 0004315
|
)
|
Pro
forma increase in net tangible book value per share attributable to investors in this offering
|
|
$
|
0.15
|
|
As
adjusted net tangible book value per Ordinary Share after this offering
|
|
$
|
0.15
|
|
Dilution
per share to investors participating in this offering
|
|
$
|
(0.85
|
)
|
Assuming
1,000,000 shares sold in Offering (50% of shares offered) with gross proceeds of $1,000,000:
|
|
|
|
Assumed
Public Offering Price per Share
|
|
$
|
1.00
|
|
Historical
net tangible book value per Ordinary Share as of December 31 , 2018
|
|
$
|
(0. 0004315
|
)
|
Pro
forma increase in net tangible book value per share attributable to investors in this offering
|
|
$
|
0.10
|
|
As
adjusted net tangible book value per Ordinary Share after this offering
|
|
$
|
0.10
|
|
Dilution
per share to investors participating in this offering
|
|
$
|
(0.90
|
)
|
|
|
|
|
|
Assuming
500,000 shares sold in Offering (25% of shares offered) with gross proceeds of $500,000:
|
|
|
|
|
Assumed Public
Offering Price per Share
|
|
$
|
1.00
|
|
Historical
net tangible book value per Ordinary Share as of December 31 , 2018
|
|
$
|
(0. 0004315
|
)
|
Pro
forma increase in net tangible book value per share attributable to investors in this offering
|
|
$
|
0.05
|
|
As
adjusted net tangible book value per Ordinary Share after this offering
|
|
$
|
0.05
|
|
Dilution
per share to investors participating in this offering
|
|
$
|
(0.95
|
)
|
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:
|
●
|
contains
a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
|
|
|
|
|
●
|
contains
a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the
customer with respect to a violation to such duties or other requirements of the Securities Act of 1934, as amended;
|
|
|
|
|
●
|
contains
a brief, clear, narrative description of a dealer market, including “bid” and “ask” prices for penny
stocks and the significance of the spread between the bid and ask price;
|
|
|
|
|
●
|
contains
a toll-free telephone number for inquiries on disciplinary actions;
|
|
|
|
|
●
|
defines
significant terms in the disclosure document or in the conduct of trading penny stocks; and
|
|
|
|
|
●
|
contains
such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission
shall require by rule or regulation;
|
The
broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer:
|
●
|
the
bid and offer quotations for the penny stock;
|
|
|
|
|
●
|
the
compensation of the broker-dealer and its salesperson in the transaction;
|
|
|
|
|
●
|
the
number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity
of the market for such stock; and
|
|
|
|
|
●
|
monthly
account statements showing the market value of each penny stock held in the customer’s account.
|
In
addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from 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’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions
involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have
the effect of reducing the trading activity in the secondary market for our stock because 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, 40,000
shares 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, 2017 and December 31, 2018 and results of operation for the fiscal years ended December 31,
2017 and 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 risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing
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 December 31 , 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).
OVERVIEW
AllyMe
Group, Inc. was organized on August 13, 2014 as a 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 has 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 of 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 second half of 2018, AllyMe Group, Inc. (also referred to as “the Company”) commenced providing consulting services
in China principally focused on the development of new-high-tech products marketing and retail sales. As of the date of this prospectus,
it has provided services to four (4) clients and has generated approximately $14,690 in revenues. The Company intends to
seek additional clients through direct marketing in China. The Company is currently in its early stages and there is no guarantee
that it will be successful at any time in the near future or ever.
The
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
|
|
|
Year
|
|
|
|
Ended
12/31/18
|
|
|
Ended
12/31/17
|
|
Balance
Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
$
|
83,934
|
|
|
$
|
13,163
|
|
Liabilities
|
|
$
|
80,075
|
|
|
$
|
43,449
|
|
Total
Shareholders Equity (Deficit)
|
|
$
|
3,859
|
|
|
$
|
(30,286
|
)
|
|
|
Year
|
|
|
Year
|
|
|
|
Ended
12/31/18
|
|
|
Ended
12/31/17
|
|
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
14,690
|
|
|
|
–
|
|
Operating (Loss)
|
|
|
(77,077
|
)
|
|
|
(33,265
|
)
|
Net Loss
|
|
|
(77,077
|
)
|
|
|
(33,265
|
)
|
Basic and Diluted Loss Per Share
|
|
|
(0.01
|
)
|
|
|
(0.00
|
)
|
Weighted Average Number of Shares Outstanding
|
|
|
8,687,321
|
|
|
|
8,620,000
|
|
YEAR
ENDED DECEMBER 31, 2018 COMPARED TO YEAR ENDED DECEMBER 31, 2017 .
Our net loss for the year ended
December 31, 2018 was $77,077 compared to a net loss of $33,265 during the year ended December 31, 2017 .
During the year ended December 31, 2018 , the Company generated $14,690 in revenue . During year ended December 31, 2017 ,
the Company did not generate any revenue.
Expenses incurred during the year ended December
31, 2018 compared to year ended December 31, 2017 increased primarily due increased professional fees ,
which generally include legal fees, auditor and accounting expenses.
The weighted average number of shares outstanding
was 8,687,321 and 8,620,000 for the years ended December 31, 2018 and 2017 respectively.
As of December 31, 2018, we have accumulated
a deficit of $42,766. 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.
LIQUIDITY
AND FINANCIAL CONDITION
LIQUIDITY
AND CAPITAL RESOURCES
As of December 31, 2018, we had total assets
of $83,934, a working capital of $3,859 and an accumulated stockholders’ deficit of $142,766. Our operating activities used
$34,465 in cash for the fiscal year ended December 31, 2018, while our operations used $35,420 cash in the fiscal year ended December
31, 2017. Our revenues were $14,690 in the fiscal year ended December 31, 2018 compared to revenues of $0 in the fiscal year ended
December 31, 2017.
Management believes that the Company’s
cash on hand will be sufficient to fund all Company obligations and commitments for the next twelve months. Historically, we have
depended on loans from our principal shareholders and their affiliated companies to provide us with working capital as required.
There is no guarantee that such funding will be available when required and there can be no assurance that our stockholders, or
any of them, will continue making loans or advances to us in the future.
At December 31, 2018, the Company had loans
and advances from a related party shareholder in the aggregate amount of $64,370, which represents amounts loaned to the Company
to pay the Company’s expenses of operation. These advances are payable on demand.
Cash
Flows from Operating Activities
We
have generated negative cash flows from operating activities. For the year ended December 31 , 2018, net cash flows
used in operating activities was $(34,465) , consisting of net loss of $(77,077) , offset by an increase in debt
forgiveness of $48,333 and a decrease in accrued expenses of $ 2,331 and a decrease of prepaid expenses of $8,614
and an increase in other payables of $5,224.
Cash
Flows from Investing Activities
Cash flows provided by investing activities
during the year ended December 31 , 2018 were $20,984 compared to $0 during the year ended December
31 , 2017. The increase is due to cash received from an acquisition in 2018.
Cash
Flows from Financing Activities
Cash flows provided by financing activities
during the year ended December 31 , 2018 were $75,921 compared to $41,709 during the year ended
December 31 , 2017. The increase is due to proceeds of $83,300 from the sale of shares offset by $10,405
repayment of related party loans .
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 December 31 , 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 $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.
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 December 31 , 2018. There were 8,944,060 shares of common stock
issued and outstanding at December 31 , 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 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. 40,000 of these
shares were issued under the 2018 Employee, Board and Consultant Stock Plan.
Other
than the shares issued under the 2018 Employee, Board and Consultant Stock Plan, 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.
Name
and Address
|
|
Number
of
shares
|
|
|
Percentage
Owned (1)(2)
|
|
Zilin
Wang
506 Enterprise Ave, Kitimat BC, Canada V8C 2E2
|
|
|
8,618,000
|
|
|
|
96.35
|
%
|
(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 December 31, 2018, 2017 and 2016. The statement of operations
data and balance sheet data as of and for the years ended December 31, 2018, 2017 and 2016 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.”
|
|
As
of
|
|
|
As
of
|
|
|
As
of
|
|
|
|
12/31
/2018
|
|
|
12/31/2017
|
|
|
12/31/2016
|
|
Balance
Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
$
|
83,934
|
|
|
$
|
13,163
|
|
|
$
|
6,874
|
|
Liabilities
|
|
$
|
80,085
|
|
|
$
|
43,449
|
|
|
$
|
13,520
|
|
Total
Shareholders Equity (Deficit)
|
|
$
|
3,859
|
|
|
$
|
(30,286
|
)
|
|
$
|
(6,646
|
)
|
|
|
Year
Ended
12/31 /18
|
|
|
Year
Ended
12/31/17
|
|
|
Year
Ended
12/31/16
|
|
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
14,690
|
|
|
$
|
-
|
|
|
$
|
1,500
|
|
Operating (Loss)
|
|
$
|
( 77,077
|
)
|
|
$
|
33,265
|
|
|
$
|
37,397
|
|
Other Income
|
|
$
|
1,733
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Net Loss
|
|
$
|
( 77,077
|
)
|
|
$
|
(33,265
|
)
|
|
$
|
(37,397
|
)
|
Basic and Diluted Loss Per Share
|
|
$
|
(0.01
|
)
|
|
$
|
-
|
|
|
$
|
-
|
|
Weighted Average Number of Shares Outstanding
|
|
|
8,687,321
|
|
|
|
8,620,000
|
|
|
|
7,785,260
|
|
DIRECTORS
AND EXECUTIVE OFFICERS
The
following individuals currently serve as our executive officers and directors:
Name
|
|
Age
|
|
Positions
|
Zilin
Wang
|
|
59
|
|
President,
Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer
|
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 the China Brand Association. Mr. Wang received his Bachelor Science degree specializing in computer science.
Related
Party Transactions
$64,370
was due to Zilin Wang, the sole officer and director of the
Company, as of December 31 , 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:
Name
|
|
Compensation
2018
|
|
Positions
|
Zilin
Wang
|
|
None
|
|
President,
Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer
|
Yonghua
Kang
|
|
None
|
|
Former
Director and Chief Executive Officer
|
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
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 then issued and outstanding shares of the Company.
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 16 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. 40,000
of these shares were issued under the Company’s 2018 Employee, Director and Consultant Stock Plan and were registered on
Form S-8.
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 April
1, 2019, there were 8,944,060 Common shares issued and outstanding and no shares of Preferred Stock issued and outstanding.
Common
Shares
Holders
of our Common shares are entitled to one vote for each share on all matters voted upon by our shareholders, including the election
of directors, and do not have cumulative voting rights. Subject to the rights of holders of any then outstanding shares of our
Preferred shares, our Common shareholders are entitled to any dividends that may be declared by our board. Holders of our Common
shares are entitled to share ratably in our net assets upon our dissolution or liquidation after payment or provision for all
liabilities and any preferential liquidation rights of our preferred stock then outstanding. Holders of our Common shares have
no preemptive rights to purchase shares. Our Common shares are not subject to any redemption provisions and are not convertible
into any other class of shares. All outstanding Common shares are, and the Common shares to be issued in the offering will be,
upon payment therefor, fully paid and non-assessable. The rights, preferences and privileges of holders of our Common shares will
be subject to those of the holders of any shares of our Preferred shares we may issue in the future.
SELLING
STOCKHOLDERS
The
following table sets forth the number of shares of Company 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 an affiliate of a registered broker-dealer. Each of the selling stockholders has acquired his, her
or its shares solely for investment and not with a view to or for resale or distribution of such securities. Beneficial ownership
is determined in accordance with SEC rules and includes voting or investment power with respect to the securities.
Name (1)
|
|
Shares of
Common Stock Owned
Prior to the Offering
|
|
|
Shares of
Common Stock
to be Sold (2)
|
|
|
Shares of
Common Stock Owned
After the Offering
|
|
|
Percentage of Shares of
Common Stock Owned
After the Offering
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
周志贵ZHOU,ZHIGUI
|
|
|
260
|
|
|
|
260
|
|
|
|
-
|
|
|
|
0.00
|
%
|
王盈尹WANG,YINGYIN
|
|
|
96,700
|
|
|
|
96,700
|
|
|
|
-
|
|
|
|
0.00
|
%
|
屈万QU,WAN
|
|
|
2,000
|
|
|
|
2,000
|
|
|
|
-
|
|
|
|
0.00
|
%
|
周宁ZHOU,NING
|
|
|
1,970
|
|
|
|
1,970
|
|
|
|
-
|
|
|
|
0.00
|
%
|
杨明玮YANG,MINGWEI
|
|
|
630
|
|
|
|
630
|
|
|
|
-
|
|
|
|
0.00
|
%
|
刘永亮LIU,YONGLIANG
|
|
|
6,000
|
|
|
|
6,000
|
|
|
|
-
|
|
|
|
0.00
|
%
|
杨萍YANG,PING
|
|
|
600
|
|
|
|
600
|
|
|
|
-
|
|
|
|
0.00
|
%
|
黄北辉HUANG,BEIHUI
|
|
|
200
|
|
|
|
200
|
|
|
|
-
|
|
|
|
0.00
|
%
|
叶智标YE,ZHIBIAO
|
|
|
2,000
|
|
|
|
2,000
|
|
|
|
-
|
|
|
|
0.00
|
%
|
陈冼红CHEN,XIANHONG
|
|
|
10,000
|
|
|
|
10,000
|
|
|
|
-
|
|
|
|
0.00
|
%
|
齐克林QI,KELIN
|
|
|
200
|
|
|
|
200
|
|
|
|
-
|
|
|
|
0.00
|
%
|
刘一明LIU,YIMIN
|
|
|
5,640
|
|
|
|
5,640
|
|
|
|
-
|
|
|
|
0.00
|
%
|
伍文健WU,WANJIAN
|
|
|
200
|
|
|
|
200
|
|
|
|
-
|
|
|
|
0.00
|
%
|
伍文健WU,WANJIAN
|
|
|
2,000
|
|
|
|
2,000
|
|
|
|
-
|
|
|
|
0.00
|
%
|
杨魁YANG,KUI
|
|
|
2,000
|
|
|
|
2,000
|
|
|
|
-
|
|
|
|
0.00
|
%
|
杨婉明YANG,WANMING
|
|
|
10,000
|
|
|
|
10,000
|
|
|
|
-
|
|
|
|
0.00
|
%
|
吴坤WU,KUN
|
|
|
1,000
|
|
|
|
1,000
|
|
|
|
-
|
|
|
|
0.00
|
%
|
姚昱同YAO,YUTONG
|
|
|
400
|
|
|
|
400
|
|
|
|
-
|
|
|
|
0.00
|
%
|
陈玉贤CHEN,YUXIAN
|
|
|
10,000
|
|
|
|
10,000
|
|
|
|
-
|
|
|
|
0.00
|
%
|
金文毫JIN,WENHAO
|
|
|
100
|
|
|
|
100
|
|
|
|
-
|
|
|
|
0.00
|
%
|
梁承志LIANG,CHENGZHI
|
|
|
200
|
|
|
|
200
|
|
|
|
-
|
|
|
|
0.00
|
%
|
黄元福HUANG,YUANFU
|
|
|
200
|
|
|
|
200
|
|
|
|
-
|
|
|
|
0.00
|
%
|
王中玉WANG,ZHONGYU
|
|
|
400
|
|
|
|
400
|
|
|
|
-
|
|
|
|
0.00
|
%
|
张志娟ZHANG,ZHIJUAN
|
|
|
520
|
|
|
|
520
|
|
|
|
-
|
|
|
|
0.00
|
%
|
欧妙玲OU,MIAOLING
|
|
|
500
|
|
|
|
500
|
|
|
|
-
|
|
|
|
0.00
|
%
|
朱万利ZHU,WANLI
|
|
|
500
|
|
|
|
500
|
|
|
|
-
|
|
|
|
0.00
|
%
|
江宏妙JIANG,HONGMIAO
|
|
|
200
|
|
|
|
200
|
|
|
|
-
|
|
|
|
0.00
|
%
|
郭中隆GUO,ZHONGLONG
|
|
|
2,480
|
|
|
|
2,480
|
|
|
|
-
|
|
|
|
0.00
|
%
|
董飞燕DONG,FEIYAN
|
|
|
500
|
|
|
|
500
|
|
|
|
-
|
|
|
|
0.00
|
%
|
邵宇SHAO,YU
|
|
|
200
|
|
|
|
200
|
|
|
|
-
|
|
|
|
0.00
|
%
|
王东WANG,DONG
|
|
|
10,000
|
|
|
|
10,000
|
|
|
|
-
|
|
|
|
0.00
|
%
|
周富凎ZHOU,FUGAN
|
|
|
5,900
|
|
|
|
5,900
|
|
|
|
-
|
|
|
|
0.00
|
%
|
王晓东WANG,XIAODONG
|
|
|
10,000
|
|
|
|
10,000
|
|
|
|
-
|
|
|
|
0.00
|
%
|
吴臣WU,CHEN
|
|
|
6,000
|
|
|
|
6,000
|
|
|
|
-
|
|
|
|
0.00
|
%
|
李伟革LI,WEIGE
|
|
|
400
|
|
|
|
400
|
|
|
|
-
|
|
|
|
0.00
|
%
|
吴君WU,JUN
|
|
|
300
|
|
|
|
300
|
|
|
|
-
|
|
|
|
0.00
|
%
|
胡冬梅HU,DONGMEI
|
|
|
500
|
|
|
|
500
|
|
|
|
-
|
|
|
|
0.00
|
%
|
周富肯ZHOU,FUKEN
|
|
|
6,000
|
|
|
|
6,000
|
|
|
|
-
|
|
|
|
0.00
|
%
|
胡康玉HU,KANGYU
|
|
|
100
|
|
|
|
100
|
|
|
|
-
|
|
|
|
0.00
|
%
|
陈昌禄
CHEN,CHANGLU
|
|
|
3,440
|
|
|
|
3,440
|
|
|
|
-
|
|
|
|
0.00
|
%
|
陈京辉CHEN,JINGHUI
|
|
|
1,120
|
|
|
|
1,120
|
|
|
|
-
|
|
|
|
0.00
|
%
|
赵松ZHAO,SONG
|
|
|
500
|
|
|
|
500
|
|
|
|
-
|
|
|
|
0.00
|
%
|
谢秀清XIE,XIUQING
|
|
|
10,000
|
|
|
|
10,000
|
|
|
|
-
|
|
|
|
0.00
|
%
|
宋建光SONG,JIANGUANG
|
|
|
100
|
|
|
|
100
|
|
|
|
-
|
|
|
|
0.00
|
%
|
苗泽世MIAO,ZESHI
|
|
|
100
|
|
|
|
100
|
|
|
|
-
|
|
|
|
0.00
|
%
|
DI
LAN
|
|
|
2,000
|
|
|
|
2,000
|
|
|
|
-
|
|
|
|
0.00
|
%
|
CAIWEI
HUANG
|
|
|
2,000
|
|
|
|
2,000
|
|
|
|
-
|
|
|
|
0.00
|
%
|
XIAOXING
GUO
|
|
|
2,000
|
|
|
|
2,000
|
|
|
|
-
|
|
|
|
0.00
|
%
|
ZIMING
WANG
|
|
|
10,000
|
|
|
|
10,000
|
|
|
|
-
|
|
|
|
0.00
|
%
|
ZHISHENG
HAN
|
|
|
2,000
|
|
|
|
2,000
|
|
|
|
-
|
|
|
|
0.00
|
%
|
QUIXIANG
TAN
|
|
|
10,000
|
|
|
|
10,000
|
|
|
|
-
|
|
|
|
0.00
|
%
|
YONGHUI
CHEN
|
|
|
10,000
|
|
|
|
10,000
|
|
|
|
-
|
|
|
|
0.00
|
%
|
CHUNMING
HE
|
|
|
10,000
|
|
|
|
10,000
|
|
|
|
-
|
|
|
|
0.00
|
%
|
KAGENG
HE
|
|
|
10,000
|
|
|
|
10,000
|
|
|
|
-
|
|
|
|
0.00
|
%
|
ZHIWEI
ZHONG
|
|
|
2,000
|
|
|
|
2,000
|
|
|
|
-
|
|
|
|
0.00
|
%
|
YANMEI
ZHANG
|
|
|
10,000
|
|
|
|
10,000
|
|
|
|
-
|
|
|
|
0.00
|
%
|
YONGLIANG
LIU
|
|
|
10,000
|
|
|
|
10,000
|
|
|
|
-
|
|
|
|
0.00
|
%
|
WANJIAN
WU
|
|
|
10,000
|
|
|
|
10,000
|
|
|
|
-
|
|
|
|
0.00
|
%
|
JINGHUI
CHEN
|
|
|
10,000
|
|
|
|
10,000
|
|
|
|
-
|
|
|
|
0.00
|
%
|
YU
JIN
|
|
|
10,000
|
|
|
|
10,000
|
|
|
|
-
|
|
|
|
0.00
|
%
|
ENJIAN
LIU
|
|
|
2,000
|
|
|
|
2,000
|
|
|
|
-
|
|
|
|
0.00
|
%
|
WANG,
ZILIN
|
|
|
8,618,000
|
|
|
|
1,550,940
|
|
|
|
7,067,060
|
|
|
|
79.01
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTALS
|
|
|
8,942,060
|
|
|
|
1,875,000
|
|
|
|
7,067,060
|
|
|
|
79.01
|
%
|
|
(1)
|
All
shares are owned of record and beneficially unless indicated otherwise. Beneficial ownership information for selling shareholders
is provided as of April 1, 2019, based upon information provided by the selling shareholders or otherwise known to
us.
|
|
|
|
|
(2)
|
Assumes
the sale of all shares of common stock registered pursuant to this prospectus. The selling shareholders are under no obligation
known to us to sell any shares of common stock at this time.
|
PLAN
OF DISTRIBUTION
We
may, 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 a combination of these methods. We may sell the securities to or through underwriters or dealers, with or without an underwriting
syndicate, through agents, or directly to one or more purchasers or a combination of these methods. The Company may distribute
securities from time to time in one or more transactions:
|
●
|
any
national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;
|
|
|
|
|
●
|
Ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
|
|
|
|
●
|
block
trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block
as principal to facilitate the transaction;
|
|
|
|
|
●
|
purchases
by a broker-dealer as principal and resale by the broker-dealer for its account;
|
|
|
|
|
●
|
transactions
otherwise than on these exchanges or systems or in the over-the-counter market;
|
|
|
|
|
●
|
through
the writing of options, whether such options are listed on an options exchange or otherwise;
|
|
|
|
|
●
|
an
exchange distribution in accordance with the rules of the applicable exchange;
|
|
|
|
|
●
|
privately
negotiated transactions;
|
|
|
|
|
●
|
short
sales;
|
|
|
|
|
●
|
broker-dealers
may agree with the Company or selling shareholders to sell a specified number of such shares at a stipulated price per share;
|
|
|
|
|
●
|
a
combination of any such methods of sale; and
|
|
|
|
|
●
|
any
other method permitted pursuant to applicable law.
|
Once
sold under the registration statement, of which this prospectus forms a part, the Common Shares will be freely tradable in the
hands of persons other than our affiliates.
EXPERTS
Our financial statements for the period
ended December 31, 2018 along with the related consolidated statements of operations, shareholders’ equity and cash flows
in this prospectus have been audited by KSP Group, Inc., independent registered public accounting firm, to the extent and 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. Our 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 have been audited
by Haynie & Company, independent registered public accounting firm, to the extent and 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.
WHERE
YOU CAN FIND MORE INFORMATION
Our
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
Public Reference Room may be obtained by calling the SEC at 1-800-SEC- 0330.
We
have filed a registration statement on Form S-1 with the SEC 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 further information, reference 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 attached to the registration statement for the
copies of the actual contract, agreement or other document.
FINANCIAL
STATEMENTS
Our
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.
ITEM
1. FINANCIAL STATEMENTS
|
1.
|
Financial
Statements for the period ended December 31, 2018 (Audited)
|
I NDEX
TO FINANCIAL STATEMENTS
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors and Stockholders of
Allyme
Group, Inc.
We
have audited the accompanying consolidated balance sheet of Allyme Group, Inc. as of December 31, 2018 and the related consolidated
statements of operations, changes in stockholders’ equity and cash flows for the year ended December 31, 2018, and the related
notes. These consolidated financial statements are the responsibility of the Company 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 audits to obtain reasonable assurance about whether the consolidated 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 consolidated 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position
of Allyme Group, Inc. at December 31, 2018, and the results of their operations and their cash flows for the year then ended in
conformity with accounting principles generally accepted in the United States of America.
The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.
As discussed in Note 2, the Company has incurred accumulated deficits, recurring operating losses since inception and negative
cash flows from operations. This and other 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 discussed in Note 2. The consolidated financial statements
do not include any adjustments that might result from the outcome of this uncertainty.
/s/
KSP Group
|
|
|
|
Los
Angeles, CA
|
|
April
1, 2019
|
|
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.
ALLYME
GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS
|
|
December 31, 2018
|
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
69,167
|
|
|
$
|
6,496
|
|
Prepaid expenses
|
|
|
14,767
|
|
|
|
6,667
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
83,934
|
|
|
$
|
13,163
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$
|
3,079
|
|
|
$
|
1,740
|
|
Other Payable
|
|
|
9,717
|
|
|
|
-
|
|
Loan from unrelated party
|
|
|
2,909
|
|
|
|
-
|
|
Due to related parties
|
|
|
64,370
|
|
|
|
41,709
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
|
80,075
|
|
|
|
43,449
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ Equity (Deficit)
|
|
|
|
|
|
|
|
|
Preferred stock, $0.001 par value 10,000,000 shares authorized; none issued
and outstanding at December 31, 2018
|
|
|
-
|
|
|
|
|
|
Common stock, par value $0.001, 75,000,000 shares authorized 8,944,060
and 8,620,000 shares issued and outstanding at December 31, 2018 and December 31, 2017, respectively
|
|
|
8,944
|
|
|
|
8,620
|
|
Additional paid in capital
|
|
|
154,865
|
|
|
|
33,205
|
|
Subscription receivable
|
|
|
(2,000
|
)
|
|
|
-
|
|
Accumulated deficit
|
|
|
(142,766
|
)
|
|
|
(72,111
|
)
|
Accumulated other comprehensive loss
|
|
|
1,495
|
|
|
|
-
|
|
Total AllyMe Group Inc.’s Equity (Deficit)
|
|
|
20,538
|
|
|
|
(30,286
|
)
|
|
|
|
|
|
|
|
|
|
Non-controlling interest
|
|
|
(16,678
|
)
|
|
|
-
|
|
Total Stockholders’ Equity
(Deficit)
|
|
|
3,859
|
|
|
|
(30,286
|
)
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Stockholders’ Equity
(Deficit)
|
|
$
|
83,934
|
|
|
$
|
13,163
|
|
Accompanying
notes to financial statements.
ALLYME
GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
|
|
For the years ended
December 31,
|
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
14,690
|
|
|
$
|
-
|
|
Cost of Revenues
|
|
|
31
|
|
|
|
-
|
|
Gross Profit
|
|
|
14,659
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
91,736
|
|
|
|
33,265
|
|
|
|
|
|
|
|
|
|
|
Operating Loss
|
|
|
(77,077
|
)
|
|
|
(33,265
|
)
|
|
|
|
|
|
|
|
|
|
Loss before income taxes
|
|
|
(77,077
|
)
|
|
|
(33,265
|
)
|
|
|
|
|
|
|
|
|
|
Income Tax Expense
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(77,077
|
)
|
|
$
|
(33,265
|
)
|
|
|
|
|
|
|
|
|
|
Less: net loss attributable to non-controlling interest
|
|
|
(6,422
|
)
|
|
|
-
|
|
Net loss attributable to Allyme Group, Inc.
|
|
$
|
(70,655
|
)
|
|
$
|
(33,265
|
)
|
|
|
|
|
|
|
|
|
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
Foreign currency translation gain (loss)
|
|
|
1,733
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Total Comprehensive Loss
|
|
$
|
(68,922
|
)
|
|
$
|
(33,265
|
)
|
|
|
|
|
|
|
|
|
|
Comprehensive loss attributable to non-controlling interest
|
|
|
(6,338
|
)
|
|
|
-
|
|
Comprehensive loss attributable to Allyme Group, Inc.
|
|
$
|
(62,584
|
)
|
|
$
|
(33,265
|
)
|
|
|
|
|
|
|
|
|
|
Loss per share - basic and diluted
|
|
$
|
(0.01
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
Weighted average shares- basic and diluted
|
|
|
8,687,321
|
|
|
|
8,620,000
|
|
Accompanying
notes to financial statements.
ALLYME
GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Allyme Group, Inc. Stockholders’
|
|
|
|
Common
Stock
|
|
|
Additional
Paid-in
|
|
|
Accumulated
|
|
|
Subscription
|
|
|
Accumulated
Other
Comprehensive
|
|
|
Non
controlling
|
|
|
Equity
(Deficit) and Non Controlling
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit
|
|
|
Receivable
|
|
|
Income
|
|
|
Interest
|
|
|
Interest
|
|
Balance December 31, 2016
|
|
|
8,620,000
|
|
|
$
|
8,620
|
|
|
$
|
23,850
|
|
|
$
|
(38,846
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(6,646
|
)
|
Forgiveness of related
party loan
|
|
|
|
|
|
|
|
|
|
|
9,625.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,625
|
|
Net
loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(33,265
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(33,625
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2017
|
|
|
8,620,000
|
|
|
|
8,620
|
|
|
|
33,205
|
|
|
|
(72,111
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(30,286
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issue common stock
for cash
|
|
|
324,060
|
|
|
|
324
|
|
|
|
84,976
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
85,301
|
|
Subscription receivable
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(2,000
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(2,000
|
)
|
Debt forgiven by
former owners
|
|
|
-
|
|
|
|
-
|
|
|
|
48,333
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
48,333
|
|
From acquisition
|
|
|
|
|
|
|
|
|
|
|
(11,649
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11,649
|
)
|
Minority interest
from acquisition
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(154
|
)
|
|
|
(10,341
|
)
|
|
|
(10,495
|
)
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(77,077
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(77,077
|
)
|
Minority interest
for current year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,422
|
|
|
|
|
|
|
|
(84
|
)
|
|
|
(6,338
|
)
|
|
|
-
|
|
Foreign
currency translation adjustment
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
1,733
|
|
|
|
-
|
|
|
|
1,733
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December
31, 2018
|
|
|
8,944,060
|
|
|
$
|
8,944
|
|
|
$
|
154,865
|
|
|
$
|
(142,766
|
)
|
|
$
|
2,000
|
|
|
$
|
1,495
|
|
|
$
|
(16,678
|
)
|
|
$
|
3,859
|
|
Accompanying
notes to financial statements.
ALLYME
GROUP, INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
For the years ended
December 31,
|
|
|
|
2018
|
|
|
2017
|
|
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(77,077
|
)
|
|
$
|
(33,265
|
)
|
Non-cash adjustments to reconcile net loss to net cash:
|
|
|
|
|
|
|
|
|
Debt forgiveness
|
|
|
48,333
|
|
|
|
-
|
|
Changes in Operating Assets and Liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
|
(2,331
|
)
|
|
|
(2,155
|
)
|
Prepaid expenses
|
|
|
(8,614
|
)
|
|
|
-
|
|
Other payable
|
|
|
5,224
|
|
|
|
-
|
|
Net cash used in operating activities
|
|
|
(34,465
|
)
|
|
|
(35,420
|
)
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
Cash received from acquisition
|
|
|
20,984
|
|
|
|
-
|
|
Net cash provided by financing
activities
|
|
|
20,984
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
Proceeds from related party loans
|
|
|
-
|
|
|
|
41,709
|
|
Payments for related party loans
|
|
|
(10,405
|
)
|
|
|
-
|
|
Proceeds from loan from an unrelated party
|
|
|
3,026
|
|
|
|
-
|
|
Shares issued for cash
|
|
|
83,300
|
|
|
|
-
|
|
Net cash provided by financing
activities
|
|
|
75,921
|
|
|
|
41,709
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate fluctuation on cash and
cash equivalents
|
|
|
231
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash
|
|
|
62,671
|
|
|
|
6,289
|
|
|
|
|
|
|
|
|
|
|
Cash, beginning of period
|
|
|
6,496
|
|
|
|
207
|
|
|
|
|
|
|
|
|
|
|
Cash, end of period
|
|
$
|
69,167
|
|
|
$
|
6,496
|
|
|
|
|
(0
|
)
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES:
|
|
|
|
|
|
|
|
|
Cash paid during the period for:
|
|
|
|
|
|
|
|
|
Income tax
|
|
$
|
-
|
|
|
$
|
-
|
|
Interest
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Forgiveness of Related party debt to Paid-in capital:
|
|
$
|
48,333
|
|
|
$
|
9,635
|
|
Accompanying
notes to financial statements.
ALLYME
GROUP, INC.
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 unrecognized tax benefits.
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 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.
PROSPECTUS
3,875,000
COMMON
SHARES
ALLYME
GROUP, INC.
Dealer
Prospectus Delivery Obligation
Until
[DATE], all dealers that effect transactions in these securities whether or not participating in this offering, may be required
to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters
and with respect to their unsold allotments or subscriptions.
PART
II
INFORMATION
NOT REQUIRED IN A PROSPECTUS
Item
10. Indemnification of Directors and Officers
Pursuant
to our Company registration and other corporate documents, we may indemnify an officer or director who is made a party to any
proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to
be in our best interest. In certain cases, we may advance expenses incurred in defending any such proceeding. To the extent that
the officer or director is successful on the merits in any such proceeding as to which such person is to be indemnified, we must
indemnify him 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 prior discussion of indemnification in this paragraph is intended to be to the fullest extent
permitted by the laws of the State of Nevada.
Indemnification
for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors or officers pursuant to the
foregoing provisions. However, we are informed that, in the opinion of the Commission, such indemnification is against public
policy, as expressed in the Act and is, therefore, unenforceable.
Item
11. Other Expenses of Issuance and Distribution
Although
we will receive no proceeds from the sale of shares pursuant to this prospectus, we have agreed to bear the costs and expenses
of the registration of the shares. Our expenses in connection with the issuance and distribution of the securities being registered
are estimated as follows:
Nature
of expense
|
|
Amount
|
|
SEC
Registration fee
|
|
$
|
470
|
|
Accounting
fees and expenses
|
|
$
|
10,000
|
|
Legal
fees and expenses
|
|
$
|
15,000
|
|
Printing
expenses
|
|
$
|
5,000
|
|
Miscellaneous
|
|
$
|
2,000
|
|
|
|
|
|
|
TOTAL
|
|
$
|
32,470
|
|
All
amounts are estimates other than the Securities and Exchange Commission’s registration fee. We are paying all expenses of
the offering listed above. No portion of these expenses will be borne by the selling shareholders. The selling shareholders, however,
will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale.
Item
12. Recent Sales of Unregistered Securities
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 then issued and outstanding shares of the Company.
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 16 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.
40,000
of these shares were issued under the Company’s 2018 Employee, Director and Consultant Stock Plan and were registered on
Form S-8.
Item
13. Undertakings
The
undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
i.
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
ii.
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
iii.
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
(4)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy
as expressed in the Act and will be governed by the final adjudication of such issue.
(5)
Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included
in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in
a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to
a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date
of first use.
(6)
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned
registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser,
if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant
will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
i.
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant
to Rule 424;
ii.
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred
to by the undersigned registrant;
iii.
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the undersigned registrant; and
iv.
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
EXHIBITS
*Previously
filed with Form S-1 on February 21, 2019
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized in Kitimat, Canada, the 23rd day of April , 2019.
AllyMe
Group, Inc.
(Registrant)
By:
|
/s/
Zilin Wang
|
|
|
Zilin
Wang
|
|
|
President,
Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer
|
|
Date:
April 23 , 2019
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacity and on the date indicated.
By:
|
/s/
Zilin Wang
|
|
|
Zilin
Wang
|
|
|
President,
Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer
|
|
Date:
April 23 , 2019
EXHIBIT
LIST
*Previously filed with Form S-1 on February 21, 2019