NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE
1 - ORGANIZATION AND BUSINESS OPERATIONS
Organization
and Description of Business
AllyMe
Group Inc. (“AllyMe US”, the “Company”, “we” or “us”) was incorporated under the
laws of the State of Nevada on August 13, 2014 (“Inception”) and has adopted a December 31 fiscal year end. The Company
provides consulting services in China principally focused on the business, marketing, financial consultancy and business modeling
design and support.
Pursuant
to an Agreement for the Purchase of Common Stock dated as of June 28, 2018, on July 17, 2018 Zilin Wang purchased 8,618,000 shares
of Company Common Stock from Yonghua Kang (as representative of the seller). The shares purchased in this transaction represented
99.98% of the issued and outstanding shares of the Company. This resulted in a change of control of the Company.
Effective
July 17, 2018, the Board of Directors accepted the resignation of Yonghua Kang as CEO and a director of the Company, Xinlong Liu
as COO and a director of the Company, Huang Lei as Secretary of the Company, Aiyun Xu as CFO and a director of the Company, Shaochun
Dong as a director of the Company and Dagen Cheng as a director of the Company and appointed Zilin Wang to serve as President,
Secretary, Chief Executive Officer, Chief Financial Officer and Director until the next election of directors and appointment
of officers or the appointment of his successor upon his resignation.
On
September 13, 2018, the Company purchased 1,040,000 shares of common stock of AllyMe Groups, Inc., a Cayman Islands corporation
(“AllyMe”) for a total consideration of $1,040. These shares comprised approximately 51% of the then issued and outstanding
shares of common stock of AllyMe. AllyMe was formed on February 8, 2018 and is in the development stage. AllyMe issued 1,000,000
shares of common stock to Zilin Wang on April 13, 2018 for $100, which was received as of the reporting date. Zilin Wang was the
principal shareholder of AllyMe and is also the principal shareholder of the Company.
On
August 6, 2018, AllyMe established a wholly-owned subsidiary in China, China Info Technology Inc. (“China Info”).
On
December 18, 2018, FINRA approved the change of the Company’s name from WeWin Group Corp to AllyMe Group, Inc. FINRA announced
this change on its daily list on December 19, 2018 and the name change took effect at the open of business on December 20, 2018.
The Company’s trading symbol will remain “WWIN.”
The
outbreak of COVID19 coronavirus in China and in US starting from the beginning of 2020 has resulted reduction of working hours
for the Company. The Company followed the restrictive measures implemented in China, by suspending operation and having employees’
work remotely during February and March 2020. The Company gradually resumed operation and production starting in April 2020. Other
financial impact could occur though such potential impact is unknown at this time.
On
September 30, 2020, the Company signed sales contracts with a related party and sold 1,040,000 shares of AllyMe for total
cash consideration of $1,040. AllyMe US owns 51% of AllyMe who owns 100% of China Info. Certain prior period amounts of AllyMe
and China Info have been reclassified to conform to the current period presentation as discontinued operation. Such reclassifications
had no effect on net income or cash flows as previously reported.
NOTE
2 – GOING CONCERN
The
Company has incurred losses since inception (August 13, 2014) resulting in an accumulated deficit of $164,563 is as of
December 31, 2020, and further losses are anticipated in the development of its business. The Company had a working capital deficit
of $154,408 and an accumulated deficit of $164,563 as of December 31, 2020 and a working capital deficit
of $151,814 and an accumulated deficit of $282,575 as of December 31, 2019. Accordingly, there is substantial doubt about the
Company’s ability to continue as a going concern. Management believes that the Company’s capital requirements will
depend on many factors including the success of the Company’s development efforts and its efforts to raise capital. Management
also believes the Company needs to raise additional capital for working capital purposes. There is no assurance that such financing
will be available in the future. The conditions described above raise substantial doubt about our ability to continue as a going
concern. The financial statements of the Company do not include any adjustments relating to the recoverability and classification
of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to
continue as a going concern.
The
ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or, obtaining
the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come
due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from directors
and, or, the private placement of common stock. However, there can be no assurances that management’s plans will be successful.
NOTE
3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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.
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 was CEO and shareholder of both AllyMe US and AllyMe at the time combination. 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.
On
September 30, 2020, the Company signed sales contracts with a related party and sold 1,040,000 shares of AllyMe for total cash
consideration of $1,040. AllyMe US owns 51% of AllyMe who owns 100% of China Info. The
Company divested subsidiaries and subsidiaries discontinued operation since September 30, 2020. Certain prior period amounts
of AllyMe and China Info have been reclassified to conform to the current period presentation as discontinued operation. Such
reclassifications had no effect on net income or cash flows as previously reported.
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.
Foreign
Currency Translation
The
Company’s subsidiary Allyme operates in Cayman. The financial position and results of its operations are determined using
USD.
The
Company’s subsidiary China Info operates in China PRC. The financial position and results of its operations are determined
using RMB, the local currency, as the functional currency. Our financial statements are reported using U.S. Dollars. The results
of operations and the statement of cash flows denominated in foreign currency are translated at the average rate of exchange during
the reporting period. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the
applicable rates of exchange in effect at that date. The equity denominated in the functional currency RMB is translated at the
historical rate of exchange at the time of capital contribution. Because cash flows are translated based on the average translation
rate, amounts related to assets and liabilities reported on the statement of cash flows will not necessarily agree with changes
in the corresponding balances on the balance sheet. Translation adjustments arising from the use of different exchange rates from
period to period are included as a separate component of accumulated other comprehensive income included in statement of changes
in equity. Gains and losses from foreign currency transactions are included in the consolidated statement of income and comprehensive
income.
The
value of RMB against US$ and other currencies may fluctuate and is affected by, among other things, changes in the PRC’s
political and economic conditions. Any significant revaluation of RMB may materially affect the Company’s financial condition
in terms of US$ reporting. The following table outlines the currency exchange rates that were used in creating the consolidated
financial statements in this report:
|
|
December
31,
2020
|
|
December
31,
2019
|
|
|
|
|
|
Period-end spot rate
|
|
US $1=RMB
6.5250
|
|
US $1=RMB
6.9618
|
|
|
|
|
|
Average rate
|
|
US $1=RMB
6.9042
|
|
US $1=RMB
6.9081
|
Cash
Cash
includes cash on hand and on deposit at banking institutions as well as all liquid short-term investments with original maturities
of 90 days or less. The Company’s bank account in the United States amounted to $44,619 and $567 and is protected by FDIC
insurance up to $250,000.
Revenue
recognition
The
Company adopted Accounting Standards Codification (“ASC”) 606. ASC 606, Revenue from Contracts with Customers, establishes
principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the
entity’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue
to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled
to receive in exchange for those goods or services recognized as performance obligations are satisfied.
The
Company has assessed the impact of the guidance by performing the following five steps analysis:
Step
1: Identify the contract
Step
2: Identify the performance obligations
Step
3: Determine the transaction price
Step
4: Allocate the transaction price
Step
5: Recognize revenue
Substantially
all of the Company’s revenue is derived from providing consulting services. The Company considers signed engagement agreement
to be a contract with a customer. Contracts with customers are considered to be short-term when the time between signed agreements
and satisfaction of the performance obligations is equal to or less than one year, and virtually all of the Company’s contracts
are short-term. The Company recognizes revenue when services are provided to customers in an amount that reflects the consideration
to which the Company expects to be entitled in exchange for those services. The Company typically satisfies its performance obligations
in contracts with customers upon delivery of the services. The Company does not have any contract assets since the Company has
an unconditional right to consideration when the Company has satisfied its performance obligation and payment from customers is
not contingent on a future event. Generally, payment is due from customers immediately at the invoice date, and the contracts
do not have significant financing components nor variable consideration. There is no returns and there is no allowances. All of
the Company’s contracts have a single performance obligation satisfied at a point in time and the transaction price is stated
in the contract, usually as a price per unit. All estimates are based on the Company’s historical experience, complete satisfaction
of the performance obligation, and the Company’s best judgment at the time the estimate is made.
Earnings
(loss) per Share
Basic
earnings (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted
average number of shares of common stock outstanding during the period. Diluted loss per share is computed by dividing net income
available to common shareholders by the weighted average number of shares of common stock, common stock equivalents and potentially
dilutive securities outstanding during each period. Potentially dilutive shares of common stock consist of the common stock issuable
upon the conversion of convertible debt, preferred stock and warrants. The Company uses if-converted method to calculate the dilutive
preferred stock and treasury stock method to calculate the dilutive shares issuable upon exercise of warrants.
For
the years ended December 31, 2020 and 2019, there were no potentially dilutive debt or equity instruments issued or outstanding
and any such shares would have been excluded from the computation because they would have been anti-dilutive as the Company incurred
losses in these periods.
Income
Taxes
The
Company accounts for income taxes pursuant to FASB ASC 740 “Income Taxes”. Under ASC 740 deferred income taxes
are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating
loss carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the
differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will
not be realized. The provision for income taxes represents the tax expense for the period, if any, and the change during the period
in deferred tax assets and liabilities. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws
and rates on the date of enactment.
ASC
740 also provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions. Under ASC
740, the impact of an uncertain tax position on the income tax return may only be recognized at the largest amount that is more-likely-than-not
to be sustained upon audit by the relevant taxing authority. At December 31, 2020 and 2019, there were no uncertain tax positions.
Fair
Value of Financial Instruments
The
Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair
value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring
basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized
and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy
that prioritizes the inputs to valuation techniques used to measure fair value.
The
hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level
1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The
three levels of the fair value hierarchy are as follows:
Level
1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability
to access at the measurement date.
Level
2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly
or indirectly.
Level
3 inputs are unobservable inputs for the asset or liability. The carrying amounts of financial assets such as cash, prepaid expenses,
and other receivable approximate their fair values because of the short maturity of these instruments.
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 $2,142 and $2,442 as of December 31, 2020 and 2019, respectively. Prepaid expenses in 2020 and 2019 are mainly
prepaid service fees.
NOTE
5 – OTHER RECEIVABLE
Other
receivable represents professional fees the Company paid on behalf of other company. These payments are due on demand, interest
free, and without collateral. The Company estimated the uncollectable amount and reserved $31,759 and $0 as allowance for other
receivable for the years ended December 31, 2020 and 2019, respectively.
NOTE
6 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
As
of December 31, 2020 and 2019, accounts payable and accrued liabilities amounted to $47,244 and $10,245, respectively. Accounts
payable and accrued liabilities mainly are accrued professional fees.
NOTE
7 - 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, 2020 and 2019, the amounts outstanding were $59,895 and $59,895. The advances were non-interest bearing, due upon
demand and unsecured from the CEO and also the shareholder of the company.
NOTE
8 - INCOME TAXES
United
States
The
Company is incorporated in United States and is subject to corporate income tax rate of 21%.
Loss
before income taxes consists of:
|
|
For
the years ended
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Unites States
|
|
$
|
(118,291
|
)
|
|
$
|
(101,373
|
)
|
|
|
$
|
(118,291
|
)
|
|
$
|
(101,373
|
)
|
The
income tax expense in the consolidated statements of operations consisted of:
|
|
|
For
the years ended
December 31,
|
|
|
|
|
2020
|
|
|
|
2019
|
|
Unites States Enterprise
Income Tax
|
|
$
|
-
|
|
|
$
|
-
|
|
Income taxes,
net
|
|
$
|
-
|
|
|
$
|
-
|
|
The
components of deferred taxes are as follows at December 31, 2020 and 2019:
|
|
December
31,
2020
|
|
|
December
31,
2019
|
|
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
|
|
|
24,841
|
|
|
|
21,288
|
|
Total deferred tax assets, non-current
portion
|
|
|
24,841
|
|
|
|
21,288
|
|
Valuation
allowance
|
|
|
(24,841
|
)
|
|
|
(21,288
|
)
|
Deferred
tax assets, non-current portion, net
|
|
$
|
-
|
|
|
$
|
-
|
|
The
Company is subject to United States of America tax law. As of December 31, 2020, the operations in the United States of America
incurred $164,563 of cumulative net operating losses that $72,111 may be available to reduce future years’ taxable
income through 2037 and $92,452 may be available to reduce future years’ taxable income indefinitely. 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.
NOTE
9 - STOCKHOLDERS’ EQUITY (DEFICIT)
The
Company is authorized to issue 75,000,000 shares of common stock with a par value of $0.001 and 10,000,000 shares of preferred
stock with a par value of $0.001. There is no preferred stock issued and outstanding as of December 31, 2020. There are 8,958,989
and 8,956,191 shares of common stock outstanding as of December 31, 2020 and 2019, respectively.
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.
In
January 2019, the Company received a deposit for 1,000 shares of common stock at $1.10 per share for total of $1,100 from 1 unrelated
party. These shares have been issued in 2019.
In
September 2019, the Company received a deposit for 7,000 shares of common stock at $1.10 per share for total of $7,700 from 2
unrelated parties. These shares have been issued in 2019.
In
November 2019, the Company received a deposit for 2,131 shares of common stock at $2.20 per share for total of $4,688 from 2 unrelated
parties. These shares have been issued in 2019.
In
November 2019, the Company received a deposit for 2,000 shares of common stock at $2.30 per share for total of $4,600 from 1 unrelated
parties. These shares have been issued in 2019.
In
May 2020, the Company received a deposit for 2,798 shares of common stock at $1.10 per share for total of $3,078 from 2 unrelated
parties. These shares have been issued in May 2020.
Note
10 – Acquisition and Disposition of AllyMe.
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
|
|
On September
30, 2020, the Company signed sales contracts with a related party and sold 1,040,000 shares of AllyMe for total cash
consideration of $1,040. AllyMe US owns 51% of AllyMe who owns 100% of China Info. The transaction was completed on
September 30 2020. Loss from disposal of Subsidiary was $179,533 and it was booked as additional paid in capital as the
transaction was deemed between related parties. As a consequence of the sale, the operating results and the assets and
liabilities of the discontinued AllyMe Business are presented separately in the Company’s financial statements.
Summarized financial information for the discontinued AllyMe Business is shown below. Prior period balances have been
reclassified to present the operations of the AllyMe Business as discontinued operations.
Discontinued
Operations Income Statement:
|
|
For
the years ended
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
636,211
|
|
|
$
|
936
|
|
Cost of Revenues
|
|
|
145,855
|
|
|
|
-
|
|
Gross Profit
|
|
|
490,356
|
|
|
|
936
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
47,437
|
|
|
|
76,200
|
|
Operating expenses
|
|
|
47,437
|
|
|
|
76,200
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from
operations
|
|
|
442,920
|
|
|
|
(75,264
|
)
|
|
|
|
|
|
|
|
|
|
Other income (expense)
|
|
|
|
|
|
|
|
|
Other income
|
|
|
21,797
|
|
|
|
28
|
|
Interest income
|
|
|
845
|
|
|
|
110
|
|
Bank charges
|
|
|
(2,222
|
)
|
|
|
(239
|
)
|
Other income (expense),
net
|
|
|
20,420
|
|
|
|
(101
|
)
|
|
|
|
|
|
|
|
|
|
Net income (loss)
before income taxes
|
|
|
463,340
|
|
|
|
(75,365
|
)
|
|
|
|
|
|
|
|
|
|
Income Tax Expense
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
from discontinued operations
|
|
$
|
463,340
|
|
|
$
|
(75,365
|
)
|
The
individual assets and liabilities of the discontinued AllyMe Business are in the captions “Current assets from discontinued
operation” and “Current liabilities from discontinued operation” in the Consolidated Balance Sheet. The carrying
amounts of the major classes of assets and liabilities included part of the discontinued business are presented in the following
table:
Discontinued
Operations Balance Sheets:
|
|
December
31, 2020
|
|
|
December
31, 2019
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
-
|
|
|
$
|
417,662
|
|
Prepaid expenses
|
|
|
-
|
|
|
|
4,016
|
|
Other receivable, net
|
|
|
-
|
|
|
|
14,146
|
|
Loan receivable from a related party
|
|
|
-
|
|
|
|
76,561
|
|
Total
Current Assets
|
|
|
-
|
|
|
|
512,385
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
-
|
|
|
$
|
512,385
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$
|
-
|
|
|
$
|
718
|
|
Customer deposit
|
|
|
-
|
|
|
|
507,114
|
|
Other payable
|
|
|
-
|
|
|
|
31,903
|
|
Loan from an unrelated party
|
|
|
-
|
|
|
|
2,873
|
|
Due to a related party
|
|
|
-
|
|
|
|
32,257
|
|
Total
Current Liabilities
|
|
|
-
|
|
|
|
574,865
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
$
|
-
|
|
|
$
|
574,865
|
|
Discontinued
Operations Cash Flows:
Cash
flows provide by discontinued operations for the period ended December 31, 2020 and 2019 were $140,483 and $449,532, respectively.
Cash flows used in discontinued operations financing activities for the period ended December 31, 2020 and 2019 were $7,044 and
$82,261, respectively. There were no cash flows used in or provided by investing activities during those periods.
NOTE
11 – SUBSEQUENT EVENTS
In
accordance with ASC 855-10, the Company has analyzed its operations subsequent to December 31, 2020 to the date these financial
statements were issued.
On
September 16, 2011, AllyMe Group, Inc., a Nevada corporation (the “Company”), filed Registration Statement
No. 333-229763 on Form S-1 (together with the exhibits and amendments thereto, the “Registration Statement”)
with the Securities and Exchange Commission (the “Commission”).
Pursuant
to Rule 477 under the Securities Act of 1933, as amended (the “Act”), on February 11, 2021, the Company hereby
applies for the withdrawal of the Registration Statement and requests that the Commission consent thereto. No securities have
been issued or sold under the Registration Statement. The Registration Statement has not been declared effective by the Commission.
The
Company has determined at this time not to proceed with the offering due to market conditions and requests that the Commission
consent to this application on the grounds that withdrawal of the Registration Statement is consistent with the public interest
and the protection of investors, as contemplated by paragraph (a) of Rule 477. The Company may undertake a subsequent private
offering in reliance on Rule 155(c) of the Act.
It
is our understanding that this application for withdrawal of the Registration Statement will be deemed granted as of the date
that it is filed with the Commission unless, within fifteen days after such date, the Company receives notice from the Commission
that this application will not be granted.
Other
than the above stated Subsequent Event, the Company has evaluated the existence of events and transactions subsequent to the balance
sheet date through the date the consolidated financial statements were issued and has determined that there were no significant
subsequent events or transactions that would require recognition or disclosure in the financial statements.