10-Q 1 form10-q.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2018

 

OR

 

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from           to

 

Commission file number 000-55738

 

ALLYME HOLDING INC.

(Exact name of registrant as specified in its charter)

 

RAIN SOUND ACQUISITION CORPORATION

(Former name of registrant as specified in its charter)

 

Delaware   81-4679061
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)

 

506 Enterprise Ave, Kitimat BC, Canada V8C 2E2

(Address of principal executive offices)

 

+1 (778) 888-2886

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Yes [X] No [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth 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 [  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes [X] No [  ]

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.

 

Class   Outstanding at November 14, 2018
Common Stock, par value $0.0001   6,000,000

 

Documents incorporated by reference: None

 

 

 

 
 

 

CONDENSED FINANCIAL STATEMENTS

 

Condensed Balance Sheets as of September 30, 2018 (unaudited) and December 31, 2017 1
Condensed Statements of Operations for the Three and nine months Ended September 30, 2018 and 2017 (unaudited) 2
Condensed Statements of Cash Flows for the nine months Ended September 30, 2018 and 2017 (unaudited) 3
Notes to Condensed Financial Statements (unaudited) 4-8

 

 
 

 

ALLYME HOLDING INC.

CONDENSED BALANCE SHEETS

 

   September 30, 2018   December 31, 2017 
   (Unaudited)     
         
ASSETS        
         
Current Assets          
Cash  $277,033   $- 
Other receivable   24,724    - 
Due from a related party   30,250    - 
Prepaid expense   -    6,000 
           
Total Assets  $332,007   $6,000 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
           
Current Liabilities          
Accounts payable and accrued liabilities  $5,145   $1,776 
Customers deposit   15,000    - 
Deposit from a related party   

10,015

    - 
Subscription received in advance   225,500    - 
Due to related parties   135,567    17,329 
Total Liabilities   391,227    19,105 
           
Stockholders’ Equity          
Preferred stock, $0.0001 par value 20,000,000 shares authorized; none issued and outstanding at September 30, 2018 and December 31, 2017, respectively   -    - 
Common Stock, $0.0001 par value, 100,000,000 shares authorized; 6,000,000 and 6,500,000 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively   600    650 
Discount on common stock   -    (600)
Additional paid-in capital   3,801    3,801 
Accumulated deficit   (63,620)   (16,956)
Total stockholders’ deficit   (59,219)   (13,105)
Total Liabilities and Stockholders’ Deficit  $332,007   $6,000 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

1
 

 

ALLYME HOLDING INC.

CONDENSED STATEMENT OF OPERATIONS

(Unaudited)

 

   For the three months ended
September 30,
   For the nine months ended
September 30,
 
   2018   2017   2018   2017 
                 
Revenue  $-   $-   $-   $- 
Cost of Revenues   -    -    -    - 
Gross Profit   -    -    -    - 
                     
Operating expenses   19,364    250    66,664    1,289 
                     
Operating Loss   (19,364)   (250)   (66,664)   (1,289)
                     
Other income (expense)                    
Other income   -    -    20,000    - 
Other income (expense)   -    -    20,000    - 
                     
Loss before income taxes   (19,364)   (250)   (46,664)   (1,289)
                     
Income Tax Expense   -    -    -    - 
                     
Net loss  $(19,364)  $(250)  $(46,664)  $(1,289)
                     
Loss per share - basic and diluted  $(0.00)  $(0.00)  $(0.01)  $(0.00)
                     
Weighted average shares- basic and diluted   6,000,000    20,000,000    6,038,462    20,000,000 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

2
 

 

ALLYME HOLDING INC.

CONDENSED STATEMENT OF CASH FLOWS

(Unaudited)

 

   For the nine months ended September 30, 
   2018   2017 
OPERATING ACTIVITIES          
Net loss  $(46,664)  $(1,289)
Non-cash adjustments to reconcile net loss to net cash:          
Expenses paid by stockholder and contributed as capital   -    1,539 
Changes in Operating Assets and Liabilities:          
Prepaid expense   6,000    - 
Other receivable   (24,724)   - 
Accounts payable and accrued liabilities   3,369    (250)
Customers deposit   25,015    - 
Net cash used in operating activities   (37,004)   - 
           
FINANCING ACTIVITIES          
Proceeds from related parties   118,238    - 
Due from related party   (30,250)   - 
Share issued for cash   600    - 
Subscription received in advance   225,500    - 
Cash paid to repurchase common stock   (50)   - 
Net cash provided by financing activities   314,038    - 
           
Net increase in cash   277,033    - 
           
Cash, beginning of period   -    - 
           
Cash, end of period  $277,033   $- 
           
SUPPLEMENTAL DISCLOSURES:          
Cash paid during the period for:          
Income tax  $-   $- 
Interest  $-   $- 
           
SUPPLEMENTAL DISCLOSURE FOR NON-CASH INVESTING AND FINANCING ACTIVITIES:          
Subscription receivable for common stock issued to an officer for cash  $600   $- 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

3
 

 

ALLYME HOLDING INC.

Notes to Condensed Unaudited Financial Statements

 

NOTE 1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

NATURE OF OPERATIONS

 

AllyMe Holding Inc. (formerly Rain Sound Acquisition Corporation) (the “Company” or “AllyMe”) was incorporated on December 7, 2016 under the laws of the state of Delaware. The Company has been in the developmental stage since inception and the Company engages in consulting services.

 

On November 13, 2017, the Company changed of the Company’s name to AllyMe Holding Inc.

 

Allyme is intended to be a marketing and management consulting company that plans to provide advisory services to companies located in Asia for the purpose of facilitating the competitiveness of those companies in the international market. Allyme plans to offers a wide assortment of advisory services, ranging from business planning consulting services, mergers and acquisitions advising, and marketing services. Allyme intends to play a pivotal role in standardizing and improving the marketing and operations of a diverse portfolio firms as a means to enable such firms to comply with the prevailing norms of the international market and gain market acceptance. Based on the strength of its contacts within Asia as well as the experience of its managers, Allyme expects that it will be well positioned to facilitate its clients’ growth on an international scale. As of the reports dates, the Company has signed four clients consulting agreements.

 

4
 

 

BASIS OF PRESENTATION

 

The summary of significant accounting policies presented below is designed to assist in understanding the Company’s unaudited financial statements. Such unaudited financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying unaudited financial statements.

 

Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) were omitted pursuant to such rules and regulations. The results for the nine months ended September 30, 2018 are not necessarily indicative of the results to be expected for the year ending December 31, 2018.

 

USE OF ESTIMATES

 

The preparation of unaudited financial statements in conformity with 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 periods. Actual results could differ from those estimates.

 

5
 

 

CASH

 

Cash include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. Cash amounted to $277,033 and $0 as of September 30, 2018 and December 31, 2017, respectively.

 

CONCENTRATION OF RISK

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. Cash amounted to $277,033 and $0 as of September 30, 2018 and December 31, 2017, respectively. All of the Company’s cash is held in bank accounts in the United States and is protected by FDIC insurance. $27,033 and $0 are amounts that are not covered by FDIC insurance as of September 30, 2018 and December 31, 2017, respectively.

 

INCOME TAXES

 

Under ASC 740, “Income Taxes,” deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of September 30, 2018 and December 31, 2017, there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration.

 

LOSS PER COMMON SHARE

 

Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of September 30, 2018 and December 31, 2017, there are no outstanding dilutive securities.

 

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 unaudited 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 unaudited 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 approximate their fair values because of the short maturity of these instruments.

 

6
 

 

RECENT ACCOUNTING PRONOUNCEMENTS

 

In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, to address diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows”. The amendments provide guidance on the following eight specific cash flow issues: (1) Debt Prepayment or Debt Extinguishment Costs; (2) Settlement of Zero-Coupon Debt Instruments or Other Debt Instruments with Coupon Interest Rates That Are Insignificant in Relation to the Effective Interest Rate of the Borrowing; (3) Contingent Consideration Payments Made after a Business Combination; (4)Proceeds from the Settlement of Insurance Claims; (5) Proceeds from the Settlement of Corporate-Owned Life Insurance Policies, including Bank-Owned; (6) Life Insurance Policies; (7) Distributions Received from Equity Method Investees; (8) Beneficial Interests in Securitization Transactions; and Separately Identifiable Cash Flows and Application of the Predominance Principle. The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The amendments should be applied using a retrospective transition method to each period presented. If it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. The Company does not expect that the adoption of this guidance will have a material impact on its financial statements.

 

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

 

NOTE 2 - GOING CONCERN

 

The Company has not generated any revenue since inception to date and has sustained operating loss of $46,664 during the nine months ended September 30, 2018. The Company had a working capital deficit of $59,219 and an accumulated deficit of $63,620 as of September 30, 2018 and a working capital deficit of $13,105 and an accumulated deficit of $16,956 as of December 31, 2017. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its members or other sources, as may be required.

 

The accompanying unaudited financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to do so. The unaudited financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

 

In order to maintain its current level of operations, the Company will require additional working capital from either cash flow from operations or from the sale of its equity. However, the Company currently has no commitments from any third parties for the purchase of its equity. If the Company is unable to acquire additional working capital, it will be required to significantly reduce its current level of operations.

 

NOTE 3 – OTHER RECEIVABLE

 

Other receivable amounted to $24,724 and $0 as of September 30, 2018 and December 31, 2017, respectively. Other receivable represents professional fees made for clients. These payments are due on demand, interest free, and without collateral.

 

NOTE 4 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 

As of September 30, 2018 and December 31, 2017, accounts payable and accrued liabilities amounted to $5,145 and $1,776, respectively. Accounts payable and accrued liabilities are accrued professional fees.

 

NOTE 5 – CUSTOMER DEPOSIT

 

Customer deposit amounted to $15,000 and $0 as of September 30, 2018 and December 31, 2017, respectively. Customer deposit represents amount received from customers for services not rendered yet.

 

NOTE 6 - RELATED PARTIES

 

Customer deposit from a related party amounted to $10,015 and $0 as of September 30, 2018 and December 31, 2017, respectively. It is deposit from a Company whose shareholder is Zilin Wang. Zilin Wang was a prior shareholder and also a prior officer of the Company. It is deposit for consulting service that have not been rendered yet.

 

Due from a related party amounted to $30,250 and $0 as of September 30, 2018 and December 31, 2017, respectively. Due from a related party are professional fees paid on behalf of a Company whose shareholder is Zilin Wang. Zilin Wang was a prior shareholder and also a prior officer of the Company.  These payments are due on demand, interest free, and without collateral.

 

Due to related parties amounted to $135,567 and $17,329 as of September 30, 2018 and December 31, 2017, respectively. Due to related parties are fees paid on behalf of the Company by Zilin Wang, who was a prior shareholder and also a prior officer of the Company and by Chunyu Jiang who is a current shareholder and also a current officer of the Company. The amount due to related parties are unsecured, non-interest bearing, and due on demand.

 

7
 

 

NOTE 7 - STOCKHOLDERS’ DEFICIT

 

The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock.

 

There is no preferred stock issued and outstanding as of September 30, 2018 and December 31, 2017. There are 6,000,000 and 6,500,000 shares of common stock outstanding as of September 30, 2018 and December 31, 2017, respectively.

 

On December 7, 2016, the Company issued 20,000,000 founders common stock to two then directors and officers at par for legal services provided to the Company.

 

On November 19, 2017, the Company cancelled an aggregate of 19,500,000 of the then 20,000,000 shares of outstanding stock valued at par.

 

On November 20, 2017, the Company issued 6,000,000 of its common stock to Zilin Wang pursuant to Section 4(a)(2) of the Securities Act of 1933 at par and at a discount of $600 representing 92.3% of the then total outstanding 6,500,000 shares of common stock. In January 2018, the Company and Zilin Wang signed amendment to the original share purchase agreement. The amended agreement revised the purchase price to from $0 to $600. The $600 was received in June 2018.

 

On January 21, 2018, the Company repurchased and canceled 500,000 shares of common stock from two shareholders at a cost basis of par value per share for $50. $25 was paid in April 2018 and $25 was paid in June 2018.

 

In February 2018, the Company sold 30,000 shares of common stock at $0.1 per share for total of $3,000 to 3 unrelated parties.

 

In February 2018, the Company sold 631,667 shares of common stock at $0.3 per share for total of $189,500 to 31 unrelated parties and 2 related parties.

 

In February 2018, the Company sold 40,000 shares of common stock at $0.4 per share for total of $16,000 to 2 unrelated parties.

 

In February 2018, the Company sold 10,000 shares of common stock at $0.5 per share for total of $5,000 to 1 unrelated party.

 

In February 2018, the Company sold 20,000 shares of common stock at $0.6 per share for total of $12,000 to 2 unrelated parties.

 

The shares sold in February 2018 have not been issued yet as of the report date and is recorded as liability. 

 

On April 7, 2018, prior CEO Zilin Wang transferred all of his 6,000,000 shares of Common Stock of the Company to Chunxia Jiang in a private transaction. The shares represented 100% of the issued and outstanding shares of the Company and thereby constituted a change of control of the Company. Simultaneously, Zilin Wang resigned all of his positions with the Company which were immediately assumed by Chunxia Jiang.

 

NOTE 6 - SUBSEQUENT EVENT

 

Management has evaluated subsequent events through November 14, 2018, the date that the financial statements were available to be issued. All subsequent events requiring recognition as of September 30, 2018 have been incorporated into these financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”

 

8
 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion of the results of our operations and financial condition should be read in conjunction with our financial statements and the related notes, which appear elsewhere in this report. The following discussion includes forward-looking statements. For a discussion of important factors that could cause actual results to differ from our forward-looking statements, see the section entitled “Cautionary Note Regarding Forward Looking Statements” above.

 

In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, undue reliance should not be placed on these forward-looking statements. Also, forward-looking statements represent our estimates and assumptions only as of the date of this report. This Annual Report should be read in its entirety and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

 

Overview

 

AllyMe Holding Inc. (formerly Rain Sound Acquisition Corporation) (the “Company” or “AllyMe”) was incorporated on December 7, 2016 under the laws of the state of Delaware. The Company has been in the developmental stage since inception and the Company engages in consulting services.

 

On November 13, 2017, the Company changed of the Company’s name to AllyMe Holding Inc.

 

Allyme is intended to be a marketing and management consulting company that plans to provide advisory services to companies located in Asia for the purpose of facilitating the competitiveness of those companies in the international market. Allyme plans to offers a wide assortment of advisory services, ranging from business planning consulting services, mergers and acquisitions advising, and marketing services. Allyme intends to play a pivotal role in standardizing and improving the marketing and operations of a diverse portfolio firms as a means to enable such firms to comply with the prevailing norms of the international market and gain market acceptance. Based on the strength of its contacts within Asia as well as the experience of its managers, Allyme expects that it will be well positioned to facilitate its clients’ growth on an international scale. As of the reports dates, the Company has signed four clients consulting agreements.

 

9
 

 

Results of Operations

 

As of September 30, 2018 the Company had not generated any revenues since inception. The Company had sustained net loss of $19,364 and net loss $250 for the three months ended September 30, 2018 and 2017, respectively. The Company had sustained net loss of $46,664 and $1,289 for the nine months ended September 30, 2018 and 2017, respectively. The Company has an accumulated deficit of $63,620 and $16,956 as of September 30, 2018 and December 31, 2017, respectively.

 

Operating expenses totaled $66,664 for the nine months ended September 30, 2018, compared to $1,289 for the nine months ended September 30, 2017, an increase of $65,375, or approximately 5,072%. The increase is mainly attributed to increased professional expenses.

 

Operating expenses totaled $19,364 for the three months ended September 30, 2018, compared to $250 for the three months ended September 30, 2017, an increase of $19,114, or approximately 7,646%. The increase is mainly attributed to increased professional expenses.

 

Liquidity and Capital Resources

 

Working capital deficit amounted $59,219 and $13,105 as of September 30, 2018 and December 31, 2017, respectively. 

 

The Company used $37,004 and $0 in operating activities for the nine months ended September 30, 2018 and 2017, respectively. The increase is due to decreased net loss and increased other receivable offset by decreased prepaid expenses and increased customers deposit.

 

The Company received $314,038 and $0 from financing activities for the nine months ended September 30, 2018 and 2017, respectively. Related parties paid $118,238 on behalf of the Company for operating expenses for the nine months ended September 30, 2018. The payable is interest free, with no collateral, and due on demand. In February 2018, net proceeds of $225,500 were received for share subscription. As of the report date, the shares have not been issued.

 

The Company’s independent auditors have issued a report raising substantial doubt about the Company’s ability to continue as a going concern. At present, the Company has no operations and the continuation of the Company as a going concern is dependent upon financial support from its stockholders, its ability to obtain necessary equity financing to continue operations and/or to successfully locate and negotiate with a business entity for the combination of that target company with the Company.

 

On November 13, 2017, the Company changed its name to AllyMe Holding Inc. On November 19, 2017, Zilin Wang was named President, Secretary and Chief Financial Officer of the Company. On April 7, 2018, Zilin Wang transferred all of his 6,000,000 shares of Common Stock of the Company to Chunxia Jiang in a private transaction. The shares represented 100% of the issued and outstanding shares of the Company and thereby constituted a change of control of the Company. Simultaneously, Zilin Wang resigned all of his positions with the Company which were immediately assumed by Chunxia Jiang.

 

On November 20, 2017, the Company issued 6,000,000 of its common stock to Zilin Wang pursuant to Section 4(a)(2) of the Securities Act of 1933 at par and at a discount of $600 representing 92.3% of the then total outstanding 6,500,000 shares of common stock. In January 2018, the Company and Zilin Wang signed amendment to the original share purchase agreement. The amended agreement revised the purchase price to from $0 to $600. The $600 was received in June 2018.

 

USE OF ESTIMATES

 

The preparation of unaudited financial statements in conformity with 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 periods. Actual results could differ from those estimates.

 

10
 

 

CASH

 

Cash include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. Cash amounted to $277,033 and $0 as of September 30, 2018 and December 31, 2017, respectively.

 

CONCENTRATION OF RISK

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. Cash on hand amounted to $277,033 and $0 as of September 30, 2018 and December 31, 2017, respectively. All of the Company’s cash is held in bank accounts in the United States and is protected by FDIC insurance. $27,033 and  $0 are amounts that are not covered by FDIC insurance as of September 30, 2018 and December 31, 2017, respectively.

 

LOSS PER COMMON SHARE

 

Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of September 30, 2018 and December 31, 2017, there are no outstanding dilutive securities.

 

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 unaudited 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 unaudited 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 approximate their fair values because of the short maturity of these instruments.

 

RECENT ACCOUNTING PRONOUNCEMENTS

 

In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, to address diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows”. The amendments provide guidance on the following eight specific cash flow issues: (1) Debt Prepayment or Debt Extinguishment Costs; (2) Settlement of Zero-Coupon Debt Instruments or Other Debt Instruments with Coupon Interest Rates That Are Insignificant in Relation to the Effective Interest Rate of the Borrowing; (3) Contingent Consideration Payments Made after a Business Combination; (4)Proceeds from the Settlement of Insurance Claims; (5) Proceeds from the Settlement of Corporate-Owned Life Insurance Policies, including Bank-Owned; (6) Life Insurance Policies; (7) Distributions Received from Equity Method Investees; (8) Beneficial Interests in Securitization Transactions; and Separately Identifiable Cash Flows and Application of the Predominance Principle. The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The amendments should be applied using a retrospective transition method to each period presented. If it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. The Company does not expect that the adoption of this guidance will have a material impact on its financial statements.

 

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Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

 

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Information not required to be filed by Smaller reporting companies.

 

ITEM 4. Controls and Procedures.

 

Disclosures and Procedures

 

Pursuant to Rules adopted by the Securities and Exchange Commission, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rules. This evaluation was done as of the end of the period covered by this report under the supervision and with the participation of the Company’s principal executive officer (who is also the principal financial officer).

 

Based upon that evaluation, he believes that the Company’s disclosure controls and procedures are not effective in gathering, analyzing and disclosing information needed to ensure that the information required to be disclosed by the Company in its periodic reports is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Such conclusion is due to the presence of material weakness in internal control over financial reporting as described below: we did not maintain effective internal control over financial reporting as we are a very small company and does not have separation of duties and our accounting staff lack sufficient U.S. GAAP experience and requires further substantial training.

 

This Quarterly Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Quarterly Report.

 

Changes in Internal Controls

 

There was no change in the Company’s internal control over financial reporting that was identified in connection with such evaluation that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

PART II — OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

There are no legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

On December 7, 2016, the Company issued 20,000,000 founders common stock to two then directors and officers at par for legal services provided to the Company.

 

On November 19, 2017, the Company cancelled an aggregate of 19,500,000 of the then 20,000,000 shares of outstanding stock valued at par.

 

On November 20, 2017, the Company issued 6,000,000 of its common stock to Zilin Wang pursuant to Section 4(a)(2) of the Securities Act of 1933 at par and at a discount of $600 representing 92.3% of the then total outstanding 6,500,000 shares of common stock. In January 2018, the Company and Zilin Wang signed amendment to the original share purchase agreement. The amended agreement revised the purchase price to from $0 to $600. The $600 was received in June 2018.

 

On January 21, 2018, the Company repurchased and canceled 500,000 shares of common stock from two shareholders at a cost basis of par value per share for $50. $25 was paid in April 2018 and $25 was paid in June 2018.

 

In February 2018, the Company sold 30,000 shares of common stock at $0.10 per share for total of $3,000 to 3 unrelated parties.

 

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In February 2018, the Company sold 631,667 shares of common stock at $0.30 per share for total of $189,500 to 31 unrelated parties and 2 related parties.

 

In February 2018, the Company sold 40,000 shares of common stock at $0.40 per share for total of $16,000 to 2 unrelated parties.

 

In February 2018, the Company sold 10,000 shares of common stock at $0.50 per share for total of $5,000 to 1 unrelated party.

 

In February 2018, the Company sold 20,000 shares of common stock at $0.60 per share for total of $12,000 to 2 unrelated parties.

 

The shares sold in February 2018 have not been issued yet as of the report date and was recorded as liability. 

 

On April 7, 2018, Zilin Wang transferred all of his 6,000,000 shares of Common Stock of the Company to Chunxia Jiang in a private transaction. The shares represented 100% of the issued and outstanding shares of the Company and thereby constituted a change of control of the Company. Simultaneously, Zilin Wang resigned all of his positions with the Company which were immediately assumed by Chunxia Jiang.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

Not applicable.

 

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

(a) Not applicable.

(b) Item 407(c)(3) of Regulation S-K:

 

During the quarter covered by this Report, there have not been any material changes to the procedures by which security holders may recommend nominees to the Board of Directors.

 

ITEM 6. EXHIBITS

 

(a) Exhibits

 

31   Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
32   Certification of the Chief Executive Officer and Chief Financial Officer 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

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  ALLYME HOLDING INC.
     
  By: /s/ Chunxia Jiang
  Title: Chief Executive Officer, President,
Chief Financial Officer

 

Dated: November 14, 2018

 

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