UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarter ended September 30, 2019
Commission File Number: 333-209478
ALLYME GROUP, INC.
(Exact name of registrant as specified in its charter)
| Nevada | n/a | |
| (State of organization) | (I.R.S. Employer Identification No.) |
10250 Constellation Blvd., Suite 100, Los Angeles, CA 90067
(Address of principal executive offices)
+1 (778) 888-2886
Registrant’s telephone number, including area code
13-4832 Lazelle Ave., Terrace BC, Canada V8G 1T4
Former address if changed since last report
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 and Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes [ ] No
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)
Emerging Growth Company [ ] |
Smaller Reporting Company [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Securities registered under Section 12(g) of the Exchange Act:
Common Stock $.001 par value
There are 8,952,060 shares of common stock outstanding as of November 14, 2019.
TABLE OF CONTENTS
| PART I - FINANCIAL INFORMATION | ||
| ITEM 1. | INTERIM FINANCIAL STATEMENTS | 3 |
| ITEM 2. | MANAGEMENT’S DISCUSSION OF OPERATIONS AND FINANCIAL CONDITION | 13 |
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 15 |
| ITEM 4. | CONTROLS AND PROCEDURES | 15 |
| PART II - OTHER INFORMATION | ||
| ITEM 1. | LEGAL PROCEEDINGS | 15 |
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES | 16 |
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES | 16 |
| ITEM 4. | MINE SAFETY DISCLOSURES | 16 |
| ITEM 5. | OTHER INFORMATION | 16 |
| ITEM 6. | EXHIBITS | 16 |
| SIGNATURES | 17 | |
| 2 |
ITEM 1. INTERIM FINANCIAL STATEMENTS
ALLYME GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| September 30, 2019 | December 31, 2018 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | 17,484 | $ | 69,167 | ||||
| Account receivable | 3,571 | - | ||||||
| Prepaid expenses | 584 | 14,767 | ||||||
| Total Assets | $ | 21,636 | $ | 83,934 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | 13,591 | $ | 3,079 | ||||
| Other Payable | 2,737 | 9,717 | ||||||
| Loan from unrelated party | 2,798 | 2,909 | ||||||
| Due to related parties | 107,764 | 64,370 | ||||||
| Total Liabilities | 126,890 | 80,075 | ||||||
| Stockholders’ Deficit | ||||||||
| Preferred stock, $0.001 par value 10,000,000 shares authorized; none issued and outstanding at September 30, 2019 and December 31, 2018 | ||||||||
| Common stock, par value $0.001, 75,000,000 shares authorized 8,952,060 and 8,944,060 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively | 8,952 | 8,944 | ||||||
| Additional paid in capital | 168,371 | 154,865 | ||||||
| Subscription receivable | 0 | (2,000 | ) | |||||
| Accumulated deficit | (246,891 | ) | (142,766 | ) | ||||
| Accumulated other comprehensive loss | 2,162 | 1,495 | ||||||
| Total Wewin Group Corp.’s deficit | (67,405 | ) | 20,538 | |||||
| Non-controlling interest | (37,848 | ) | (16,679 | ) | ||||
| Total stockholders’ deficit | (105,254 | ) | 3,859 | |||||
| Total Liabilities and Stockholders’ Deficit | $ | 21,636 | $ | 83,934 | ||||
The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.
| 3 |
ALLYME GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
| For the three months ended September 30, | For the nine months ended September 30, | |||||||||||||||
| 2019 | 2018 | 2019 | 2018 | |||||||||||||
| Revenue | $ | 942 | $ | - | $ | 5,942 | $ | - | ||||||||
| Cost of Revenues | - | - | - | - | ||||||||||||
| Gross Profit | 942 | 5,942 | ||||||||||||||
| Operating expenses | 25,365 | 48,630 | 131,236 | 66,676 | ||||||||||||
| Operating Loss | (24,423 | ) | (48,630 | ) | (125,294 | ) | (66,676 | ) | ||||||||
| Loss before income taxes | (24,423 | ) | (48,630 | ) | (125,294 | ) | (66,676 | ) | ||||||||
| Income Tax Expense | - | - | - | - | ||||||||||||
| Net loss | $ | (24,423 | ) | $ | (48,630 | ) | $ | (125,294 | ) | $ | (66,676 | ) | ||||
| Less: net loss attributable to non-controlling interest | (7,572 | ) | (4,388 | ) | (21,169 | ) | (4,388 | ) | ||||||||
| Net loss attributable to Allyme Group, Inc. | $ | (16,851 | ) | $ | (44,242 | ) | $ | (104,125 | ) | $ | (62,288 | ) | ||||
| Other comprehensive income | ||||||||||||||||
| Foreign currency translation gain (loss) | 61 | 286 | 667 | 286 | ||||||||||||
| Total Comprehensive Loss | $ | (16,790 | ) | $ | (43,956 | ) | $ | (103,458 | ) | $ | (62,002 | ) | ||||
| Comprehensive loss attributable to non-controlling interest | (7,572 | ) | (4,242 | ) | (21,169 | ) | (4,242 | ) | ||||||||
| Comprehensive loss attributable to Allyme Group, Inc. | $ | (9,218 | ) | $ | (39,714 | ) | $ | (82,289 | ) | $ | (57,760 | ) | ||||
| Loss per share - basic and diluted | $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.01 | ) | ||||
| Weighted average shares- basic and diluted | 8,946,962 | 8,620,000 | 8,945,646 | 8,620,000 | ||||||||||||
The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.
| 4 |
ALLYME GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| For the nine months ended September 30, | ||||||||
| 2019 | 2018 | |||||||
| OPERATING ACTIVITIES | ||||||||
| Net loss | $ | (125,294 | ) | $ | (66,676 | ) | ||
| Changes in Operating Assets and Liabilities: | ||||||||
| Accounts payable and accrued liabilities | 10,735 | 5,360 | ||||||
| Account receivable | (3,571 | ) | - | |||||
| Prepaid expenses | 14,207 | 5,001 | ||||||
| Other payable | (6,530 | ) | - | |||||
| Advances from customers | - | 17,472 | ||||||
| Net cash used in operating activities | (110,453 | ) | (38,843 | ) | ||||
| INVESTING ACTIVITIES | ||||||||
| Cash received from acquisition | - | 32,814 | ||||||
| Net cash provided by financing activities | - | 32,814 | ||||||
| FINANCING ACTIVITIES | ||||||||
| Payments for related party loans | 43,394 | 30,358 | ||||||
| Proceeds from deposit for stock purchase | - | 36,011 | ||||||
| Shares issued for cash | 15,514 | 15,000 | ||||||
| Net cash provided by financing activities | 58,908 | 81,369 | ||||||
| Effect of exchange rate fluctuation on cash and cash equivalents | (139 | ) | 309 | |||||
| Net decrease in cash | (51,684 | ) | 75,649 | |||||
| Cash, beginning of period | 69,167 | 6,496 | ||||||
| Cash, end of period | $ | 17,483 | $ | 82,145 | ||||
| (1 | ) | |||||||
| SUPPLEMENTAL DISCLOSURES: | ||||||||
| Cash paid during the period for: | ||||||||
| Income tax | $ | - | $ | - | ||||
| Interest | $ | - | $ | - | ||||
The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.
| 5 |
ALLYME GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019 AND 2018
| Common Stock | Additional Paid-in | Shares to be | Accumulated | Subscription | Accumulated Other Comprehensive | Noncontrolling | Stockholders’ Deficit and NonControlling | |||||||||||||||||||||||||||||
| Shares | Amount |
Capital |
issued |
Deficit |
Receivable |
Income |
Interest | Interest | ||||||||||||||||||||||||||||
| Balance December 31, 2018 | 8,944,060 | $ | 8,944 | $ | 154,865 | $ | - | $ | (142,766 | ) | $ | (2,000 | ) | $ | 1,495 | $ | (16,679 | ) | $ | 3,859 | ||||||||||||||||
| Issue common stock for cash | 8,000 | 8 | 13,506 | - | - | - | - | - | 13,514 | |||||||||||||||||||||||||||
| Subscription receivable | - | - | - | - | - | 2,000 | - | - | 2,000 | |||||||||||||||||||||||||||
| Net loss | - | - | - | - | (125,294 | ) | - | - | - | (125,294 | ) | |||||||||||||||||||||||||
| Minority interest for current year | - | - | - | - | 21,169 | - | - | (21,169 | ) | - | ||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | - | 667 | - | 667 | |||||||||||||||||||||||||||
| Balance September 30, 2019 | 8,952,060 | $ | 8,952 | $ | 168,371 | $ | - | $ | (246,891 | ) | $ | - | $ | 2,162 | $ | (37,848 | ) | $ | (105,254 | ) | ||||||||||||||||
| Common Stock | Additional Paid-in | Shares to be | Accumulated | Subscription | Accumulated Other Comprehensive | Noncontrolling | Stockholders’ Deficit and NonControlling | |||||||||||||||||||||||||||||
| Shares | Amount |
Capital |
issued |
Deficit |
Receivable |
Income |
Interest | Interest | ||||||||||||||||||||||||||||
| Balance December 31, 2017 | 8,620,000 | $ | 8,620 | $ | 33,205 | $ | - | $ | (72,111 | ) | $ | - | $ | - | $ | - | $ | (30,286 | ) | |||||||||||||||||
| Debt forgiven by former owners | - | - | 58,658 | - | - | - | - | - | 58,658 | |||||||||||||||||||||||||||
| From acquisition | - | - | (11,250 | ) | - | - | - | - | - | (11,250 | ) | |||||||||||||||||||||||||
| Additional capital contributed | - | - | 15,000 | - | - | - | - | - | 15,000 | |||||||||||||||||||||||||||
| Minority interest from acquisition | - | - | - | - | - | - | 12 | (10,796 | ) | (10,784 | ) | |||||||||||||||||||||||||
| Net loss | - | - | - | - | (66,676 | ) | - | - | - | (66,676 | ) | |||||||||||||||||||||||||
| Minority interest for current year | - | - | - | - | 4,388 | - | (146 | ) | (4,242 | ) | - | |||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | - | 286 | - | 286 | |||||||||||||||||||||||||||
| Balance September 30, 2018 | 8,620,000 | $ | 8,620 | $ | 95,613 | $ | - | $ | (134,399 | ) | $ | - | $ | 152 | $ | (15,038 | ) | $ | (45,052 | ) | ||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.
| 6 |
ALLYME GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2019
(Unaudited)
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 $246,891 is as of September 30, 2019, 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.
| 7 |
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Interim Financial Statements
The accompanying unaudited condensed interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission with respect to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited interim financial statements should be read in conjunction with the audited financial statements of the Company for the year ended December 31, 2018.
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 unaudited 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. 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.
| 8 |
Foreign Currency Translation
The Company’s subsidiary China Info operates in China PRC. The financial position and results of its operations are determined using RMB, the local currency, as the functional currency. Our financial statements are reported using U.S. Dollars. The results of operations and the statement of cash flows denominated in foreign currency are translated at the average rate of exchange during the reporting period. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that date. The equity denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheet. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component of accumulated other comprehensive income included in statement of changes in equity. Gains and losses from foreign currency transactions are included in the consolidated statement of income and comprehensive income.
The value of RMB against US$ and other currencies may fluctuate and is affected by, among other things, changes in the PRC’s political and economic conditions. Any significant revaluation of RMB may materially affect the Company’s financial condition in terms of US$ reporting. The following table outlines the currency exchange rates that were used in creating the consolidated financial statements in this report:
| September 30, 2019 | ||
| Period-end spot rate | US $1=RMB 7.1477 | |
| Average rate | US $1=RMB 6.8628 |
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 $17,484 and $69,167 as of September 30, 2019 and December 31, 2018, respectively. The Company’s cash held in the PRC amounted to $15,972 and $53,722 as of September 30, 2019 and December 31, 2018, respectively and is not protected by FDIC insurance or any other similar insurance. The Company’s bank account in the United States amounted to $1,512 and $15,445 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 nine months ended September 30, 2019 and 2018 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.
| 9 |
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 September 30, 2019 and December 31, 2018, there were no uncertain tax positions.
Stock-Based Compensation
As of September 30, 2019 and December 31, 2018, 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 $584 and $14,767 as of September 30, 2019 and December 31, 2018, respectively. Prepaid expenses in 2019 and 2018 are mainly prepaid service fees.
NOTE 5 – LOAN FROM AN UNRELATED PARTY
Loan from an unrelated party amounted to $2,798 and $2,909 as of September 30, 2019 and December 31, 2018, 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.
| 10 |
As of September 30, 2019 and December 31, 2018, the amounts outstanding were $107,764 and $64,370. The advances were non-interest bearing, due upon demand and unsecured.
| September 30, 2019 | December 31, 2018 | |||||||
| Zilin Wang (1) | $ | 41,170 | $ | 42,724 | ||||
| AllyMe Holding Inc. (2) | 66,594 | 21,646 | ||||||
| Total due to related parties | $ | 107,764 | $ | 64,370 | ||||
(1) Zilin Wang is the CEO and shareholder of the Company
(2) Zilin Wang is the prior CEO and prior shareholder of AllyMe Holding Inc.
NOTE 7 - 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 September 30, 2019. There are 8,952,060 and 8,944,060 shares of common stock outstanding as of September 30, 2019 and December 31, 2018, 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.
| 11 |
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 September 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.
During the nine months ended September 30, 2019, the company issued 8,000,000 shares of common stock at $1.94 per share for the total of $15,514 to 2 unrelated parties. These shares have been issued from January 2019 to September 2019.
NOTE 8 – 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. As a result, 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 9 – SUBSEQUENT EVENTS
In accordance with ASC 855-10, the Company has analyzed its operations subsequent to September 30, 2019 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.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
FORWARD LOOKING STATEMENTS
Statements made in this Form 10-Q that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the “Act”) and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
Overview of the Business
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., 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 report, it has provided services to four (4) clients and has generated approximately $14,690 in revenues. The Company has generated $5,942 in revenues in the first nine months of 2019. 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.
Ultimately, 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. Beside China, the Company’s initial target markets include 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.
Results of Operations
Three Months Ended September 30, 2019 Compared to September 30, 2018
The following table summarizes the results of our operations during the three months ended September 30, 2019 and 2018, respectively, and provides information regarding the dollar and percentage increase or (decrease) from the current three-month period to the prior three-month period:
| Line Item | 9/30/19 | 9/30/18 | Increase (Decrease) |
Percentage Increase (Decrease) |
||||||||||||
| Revenues | $ | 942 | $ | - | $ | 942 | Inf. | |||||||||
| Operating expenses | 25,365 | 48,630 | (23,265) | (47.8) | % | |||||||||||
| Net loss | (24,423 | ) | (48,630 | ) | (24,207) | (49.8) | % | |||||||||
| Loss per share of common stock | (0.00 | ) | (0.01 | ) | (0.01 | ) | inf. | |||||||||
We recorded a net loss of 24,423 for the three months ended September 30, 2019 as compared with a net loss of $48,630 for the three months ended September 30, 2018 due primarily to an decrease in general and administrative expense.
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Nine Months Ended September 30, 2019 Compared to September 30, 2018
The following table summarizes the results of our operations during the nine months ended September 30, 2019 and 2018, respectively, and provides information regarding the dollar and percentage increase or (decrease) from the current nine-month period to the prior nine-month period:
| Line Item | 9/30/19 | 9/30/18 | Increase (Decrease) |
Percentage Increase (Decrease) |
||||||||||||
| Revenues | $ | 5,942 | $ | - | $ | 5,942 | Inf. | |||||||||
| Operating expenses | 131,236 | 66,676 | 64,560 | 96.8 | % | |||||||||||
| Net loss | (125,294 | ) | (66,676 | ) | 58,618 | 87.9 | % | |||||||||
| Loss per share of common stock | (0.01 | ) | (0.01 | ) | (0.01 | ) | inf. | |||||||||
We recorded a net loss of $125,294 for the nine months ended September 30, 2019 as compared with a net loss of $66,676 for the nine months ended September 30, 2018 due primarily to an increase in general and administrative expense. The increase in expense resulted primarily from professional fees.
Liquidity and Capital Resources
As of September 30, 2019, we had total assets of $21,636, a negative working capital deficit of $105,254 and an accumulated negative deficit of $246,891. Our operating activities used $110,453 in cash for the nine months ended September 30, 2019, while our operations used $38,843 cash in the nine months ended September 30, 2018. We had $5,942 revenues in the nine months ended September 30, 2019, while we had no revenues in the last year same period.
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 September 30, 2019, the Company had loans and advances from a related party shareholder in the aggregate amount of $107,764, which represents amounts loaned to the Company to pay the Company’s expenses of operation. These advances are payable on demand.
Off Balance Sheet Arrangements
We do 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 or capital expenditures or capital resources that is material to an investor in our securities.
Seasonality
Our operating results are not affected by seasonality.
Inflation
Our business and operating results are not affected in any material way by inflation.
Critical Accounting Policies
The Securities and Exchange Commission issued Financial Reporting Release No. 60, “Cautionary Advice Regarding Disclosure About Critical Accounting Policies” suggesting that companies provide additional disclosure and commentary on their most critical accounting policies. In Financial Reporting Release No. 60, the Securities and Exchange Commission has defined the most critical accounting policies as the ones that are most important to the portrayal of a company’s financial condition and operating results and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. The nature of our business generally does not call for the preparation or use of estimates. Due to the fact that the Company does not have any operating business, we do not believe that we do not have any such critical accounting policies.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of September 30, 2019. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that our disclosure and controls are not designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) ineffective controls over period end financial disclosure and reporting processes and (4) lack of timely communications with vendors and proper accrual of expenses.
Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.
Changes in Internal Control Over Financial Reporting
There were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the three months ended September 30, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
There are no legal proceedings which are pending or have been threatened against us or any of our officers, directors or control persons of which management is aware.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
Except as may have previously been disclosed on a current report on Form 8-K or a quarterly report on Form 10-Q, we have not sold any of our securities in a private placement transaction or otherwise during the past three years.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
None.
None.
| Exhibit No. | Description | |
| 31.1 | Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2 | Certification of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1 | Certification of Principal Executive Officer and Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS | XBRL Instance Document | |
| 101.SCH | XBRL Taxonomy Extension Schema Document | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | XBRL Taxonomy Extension definition Linkbase Document | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
| 16 |
In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| ALLYME GROUP, INC. | ||
| Date: November 15, 2019 | By | /s/ Zicheng Wang |
| Zicheng Wang | ||
| Director, CEO, CFO, President and Treasurer | ||
| 17 |
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Zicheng Wang, Chief Executive Officer, certify that:
| 1. | I have reviewed this report on Form 10-Q of AllyMe Group, Inc. (the registrant); | ||
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
| 3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||
| 4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-a15(f) and 15d-15(f) for the registrant and have: | ||
| a. | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to me by others, particularly during the period in which this report is being prepared; | ||
| b. | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
| c. | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
| d. | disclosed in this report any change in the registrant’s internal controls over financial reporting that occurred during the registrant’s current fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and; | ||
| 5. | I have disclosed, based on my most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions); | ||
| a. | All significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | ||
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls. | ||
| November 15, 2019 | /s/ Zicheng Wang |
| Zicheng Wang | |
| Chief Executive Officer | |
| (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Zicheng Wang, Chief Financial Officer, certify that:
| 1. | I have reviewed this report on Form 10-Q of AllyMe Group, Inc. (the registrant); | ||
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
| 3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||
| 4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-a15(f) and 15d-15(f) for the registrant and have: | ||
| a. | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to me by others, particularly during the period in which this report is being prepared; | ||
| b. | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
| c. | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
| d. | disclosed in this report any change in the registrant’s internal controls over financial reporting that occurred during the registrant’s current fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and; | ||
| 5. | I have disclosed, based on my most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions); | ||
| a. | All significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | ||
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls. | ||
| November 15, 2019 | /s/ Zicheng Wang |
| Zicheng Wang | |
| Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATIONS PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of AllyMe Group, Inc., a Delaware corporation (the “Company”), does hereby certify, to such officer’s knowledge, that:
The quarterly report on Form 10-Q for the quarter ended September 30, 2019 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: November 15, 2019 | |
| /s/ Zicheng Wang | |
| Zicheng Wang | |
| Principal Executive Officer and Principal Accounting Officer |
A signed original of this written statement required by Section 906 has been provided to ALLYME GROUP, INC. and will be retained by ALLYME GROUP, INC. and furnished to the Securities and Exchange Commission or its staff upon request.