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EX-32.1 - Wewin Group Corp.ex32-1.htm
EX-31.2 - Wewin Group Corp.ex31-2.htm
EX-31.1 - Wewin Group Corp.ex31-1.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

[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: 333-209478

 

WEWIN GROUP CORP.

(Exact name of registrant as specified in its charter)

 

Nevada   n/a
(State of 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

 

Zheng Road (5# Plant)

Shushan Industrial Park

Hefei, China 230031

Former address if changed since last report

 

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 [  ] No [X]

 

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

 

Common Stock $.001 par value

 

There are 8,620,000 shares of common stock outstanding as of November 13, 2018.

 

 

 

   
 

 

TABLE OF CONTENTS

 

  PART I - FINANCIAL INFORMATION  
     
ITEM 1.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
3
ITEM 2. MANAGEMENT’S DISCUSSION OF OPERATIONS AND FINANCIAL CONDITION 12
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 16
ITEM 4. CONTROLS AND PROCEDURES 16
     
  PART II - OTHER INFORMATION  
     
ITEM 1. LEGAL PROCEEDINGS 17
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES 17
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 17
ITEM 4. MINE SAFETY DISCLOSURES 17
ITEM 5. OTHER INFORMATION 17
ITEM 6. EXHIBITS 17
     
SIGNATURES 18

 

 2 
 

 

PART IFINANCIAL INFORMATION

 

ITEM 1. INTERIM FINANCIAL STATEMENTS

 

WEWIN GROUP CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 

   September 30, 2018   December 31, 2017 
    (Unaudited)      
ASSETS          
           
Current Assets          
Cash and cash equivalents  $82,145   $6,496 
Prepaid expenses   -    6,667 
           
Total Assets  $82,145   $13,163 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
           
Current Liabilities          
Accounts payable and accrued liabilities  $729   $1,740 
Advances from customers   17,472    - 
Due to related parties   72,985    41,709 
Deposit for stock purchase   36,011    - 
Total Liabilities   127,197    43,449 
           
Commitments and Contingencies          
           
Stockholders’ Deficit          
Common stock, par value $0.001, 75,000,000 shares authorized 8,620,000 and 8,620,000 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively   8,620    8,620 
Additional paid in capital   95,613    33,205 
Accumulated deficit   (134,399)   (72,111)
Accumulated other comprehensive loss   152    - 
Total Wewin Group Corp.’s deficit   (30,014)   (30,286)
           
Non-controlling interest   (15,038)   - 
Total stockholders’ deficit   (45,052)   (30,286)
           
Total Liabilities and Stockholders’ Deficit  $82,145   $13,163 

 

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

 

 3 
 

 

WEWIN GROUP CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

(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   48,630    16,999    66,676    41,442 
                     
Operating Loss   (48,630)   (16,999)   (66,676)   (41,442)
                     
Loss before income taxes   (48,630)   (16,999)   (66,676)   (41,442)
                     
Income Tax Expense   -    -    -    - 
                     
Net loss  $(48,630)  $(16,999)  $(66,676)  $(41,442)
                     
Less: net loss attributable to non-controlling interest   (4,388)   -    (4,388)   - 
Net loss attributable to Wewin Group Corp.  $(44,242)  $(16,999)  $(62,288)  $(41,442)
                     
Other comprehensive income                    
Foreign currency translation gain (loss)   286    -    286    - 
                     
Total Comprehensive Loss  $(43,956)  $(16,999)  $(62,002)  $(41,442)
                     
Comprehensive loss attributable to non-controlling interest   (4,242)   -    (4,242)   - 
Comprehensive loss attributable to Wewin Group Corp.  $(39,715)  $(16,999)  $(57,761)  $(41,442)
                     
Loss per share - basic and diluted  $(0.01)  $(0.00)  $(0.01)  $(0.00)
                     
Weighted average shares- basic and diluted   8,620,000    8,620,000    8,620,000    8,620,000 

 

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

 

 4 
 

 

WEWIN GROUP CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

   For the nine months ended
September 30,
 
   2018   2017 
OPERATING ACTIVITIES          
Net loss  $(66,676)  $(41,442)
Changes in Operating Assets and Liabilities:          
Accounts payable and accrued liabilities   5,360    10,690 
Prepaid expenses   5,001    4,997 
Advances from customers   17,472    - 
Net cash used in operating activities   (38,843)   (25,755)
           
INVESTING ACTIVITIES          
Cash received from acquisition   32,814    - 
Net cash provided by financing activities   32,814    - 
           
FINANCING ACTIVITIES          
Proceeds from related party loans   30,358    30,100 
Proceeds from deposit for stock purchase   36,011    - 
Shareholder contribution to paid in capital   15,000    - 
Net cash provided by financing activities   81,369    30,100 
           
Effect of exchange rate fluctuation on cash and cash equivalents   309    - 
           
Net increase in cash   75,649    4,345 
           
Cash, beginning of period   6,496    207 
           
Cash, end of period  $82,145   $4,552 
           
SUPPLEMENTAL DISCLOSURES:          
Cash paid during the period for:          
Income tax  $-   $- 
Interest  $-   $- 
           
NON CASH INVESTING AND FINANCING ACTIVITES:          
Related party debt contributed to equity  $41,709   $- 

 

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

 

 5 
 

 

WEWIN GROUP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2018

(Unaudited)

 

NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS

 

Organization and Description of Business

 

WEWIN GROUP CORP. (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 presently has only nominal operations 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”).

 

NOTE 2 – GOING CONCERN

 

The Company has incurred losses since inception (August 13, 2014) resulting in an accumulated deficit of $134,399 is as of September 30, 2018, and further losses are anticipated in the development of its business. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern. Management believes that the Company’s capital requirements will depend on many factors including the success of the Company’s development efforts and its efforts to raise capital. Management also believes the Company needs to raise additional capital for working capital purposes. There is no assurance that such financing will be available in the future. The conditions described above raise substantial doubt about our ability to continue as a going concern. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from directors and, or, the private placement of common stock. However, there can be no assurances that management’s plans will be successful.

 

 6 
 

 

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, 2017.

 

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.

 

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 51% of equity interest in AllyMe and its 100% owned subsidiary, China Info.

 

Foreign Currency Translation

 

The Company’s subsidiary China Info operates in China PRC. The financial position and results of its operations are determined using RMB, the local currency, as the functional currency. Our financial statements are reported using U.S. Dollars. The results of operations and the statement of cash flows denominated in foreign currency are translated at the average rate of exchange during the reporting period. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that date. The equity denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheet. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component of accumulated other comprehensive income included in statement of changes in equity. Gains and losses from foreign currency transactions are included in the consolidated statement of income and comprehensive income.

 

 7 
 

 

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, 2018 
      
Period-end spot rate   US $1=RMB 6.8680 
      
Average rate   US $1=RMB 6.8500 

 

Cash

 

Cash includes 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 $82,145 and $6,496 as of September 30, 2018 and December 31, 2017, respectively.

 

Revenue recognition

 

The Company follows topic 606 of the FASB Accounting Standards Codification for revenue recognition and ASU 2014-09. On January 1, 2018, the Company adopted ASU 2014-09, which is a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. The Company considers revenue realized or realizable and earned when all the five following criteria are met: (1) Identify the contract with a customer, (2) Identify the performance obligations in the contract, (3) Determine the transaction price, (4) Allocate the transaction price to the performance obligations in the contract, and (5) Recognize revenue when (or As) the entity satisfies a performance obligation. Results for reporting periods beginning after January 1, 2018 are presented under ASU 2014-09, while prior period amounts are not adjusted and continue to be reported under the previous accounting standards. The Company has assessed the impact of the guidance by reviewing its existing customer contracts and current accounting policies and practices to identify differences that will result from applying the new requirements, including the evaluation of its performance obligations, transaction price, customer payments, transfer of control and principal versus agent considerations. Based on the assessment, the Company concluded that there was no change to the timing and pattern of revenue recognition for its current revenue streams in scope of Topic 606 and therefore there was no material changes to the Company’s consolidated financial statements upon adoption of ASC 606, and there have not been any significant changes to our business processes, systems, or internal controls as a result of implementing the standard.

 

 8 
 

 

Basis of consolidation

 

The unaudited consolidated financial statements include the financial statements of Wewin and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

 

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.

 

Earnings per Share

 

For the three- and nine-month periods ended September 30, 2018 and 2017 there were no potentially dilutive debt or equity instruments issued or outstanding and any such shares would have been excluded from the computation because they would have been anti-dilutive as the Company incurred losses in these periods.

 

NOTE 4 - DEFERRED REVENUE

 

Deferred revenue amounted to $17,472  and $0 as of September 30, 2018 and December 31, 2017. In September 2018, the Company received $17,472 in advances from customers for consulting services not yet performed.

 

NOTE 5 - 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 September 30, 2018 and December 31, 2017, the amounts outstanding were $72,985 and $41,709. The advances were non-interest bearing, due upon demand and unsecured.

 

 9 
 

 

   September 30, 2018   December 31, 2017 
Zilin Wang (1)  $44,206   $- 
Xizhen Zhu (2)   7,054    - 
Prior shareholders (3)   -    41 ,709 
AllyMe Holding Inc. (4)   21,725    - 
Total due to related parties  $72,985   $41,709 

 

(1) Zilin Wang is the CEO and shareholder of the Company
(2) Xizhen Zhu is the CEO of China  Info
(3)

The debt owed to prior shareholders was forgiven and accounted for as a contribution to additional paid in capital upon the change in control in July 2018.

(4) Zilin Wang is the prior CEO and prior shareholder of AllyMe Holding Inc

 

NOTE 6 – DEPOSIT FOR STOCK PURCHASE

 

Deposit for stock purchase amounted to $36,011 and $0 as of September 30, 2018 and December 31, 2017.

 

In August 2018, the Company received a deposit for 182,800 shares of common stock at $0.05 per share for total of $9,140 to 28 unrelated parties. These shares have not been issued as of reporting date.

 

In August 2018, the Company received a deposit for 29,260 shares of common stock at $0.5 per share for total of $14,630 to 17 unrelated parties. These shares have not been issued as of reporting date.

 

During September, the Company also received a deposit of $12,241 for stock purchases. The price for these stock purchases have not been decided.

 

NOTE 7 - STOCKHOLDERS’ DEFICIT

 

The Company is authorized to issue 75,000,000 shares of common stock and 10,000,000 shares of preferred stock. There is no preferred stock issued and outstanding as of September 30, 2018. There are 8,620,000 shares of common stock outstanding as of September 30, 2018.

 

In September 2018, a majority shareholder contributed $15,000 as additional capital to the Company.

 

The debt of $41,709 owed to prior shareholders was forgiven and accounted for as a contribution to additional paid in capital upon the change in control in July 2018.

 

NOTE 8– BUSINESS COMBINATION

 

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 comprise approximately 51% of the then issued and outstanding shares of common stock of AllyMe.

 

 10 
 

 

The following table summarizes the consideration paid for AllyMe Groups Inc. and the fair value amounts of assets acquired and liabilities assumed recognized at the acquisition date:

 

Purchase price  $1,040 
      
Cash  $16,735 
Other receivable   5,233 
Total assets:  $21,968 
Less: liabilities assumed   (33,217)
Net assets acquired   (11,250)
Purchase price in excess of net assets acquired  $12,290 

  

Zilin Wang is CEO and shareholder of both Wewin and AllyMe Groups Inc. So the combination is deemed as between related parties. The purchase price in excess of the assets acquired is booked as additional paid in capital.

 

AllyMe Groups and its subsidiary China Info are both established in 2018. No unaudited pro forma condensed combined statements of operations are presented to illustrate the estimated effects of the merger of AllyMe Groups Inc. by Wewin (the “Transaction”) on the historical results of operations of AllyMe Groups.

 

NOTE 9– SUBSEQUENT EVENTS

 

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to September 30, 2018 to the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements other than the following:

 

In October 2018, the Company received the signed priviate placement subscription agreements to sell 212,060 shares of the Company’s common stock for proceeds of $23,770, which was received as of September 30, 2018. Refer to note 6.

 

 11 
 

 

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.

 

GENERAL

 

Our company plans to provide consulting services in China principally focused on business consultancy, marketing consultancy, financial consultancy and business modeling design and support, we are also focused on a few high-technology industrial companies for potential mergers and acquisitions. Our principal office address is located at 506 Enterprise Ave, Kitimat BC, Canada V8C 2E2.

 

 12 
 

 

RESULTS OF OPERATION

 

As of September 30, 2018, we have accumulated a deficit of $134,399. We anticipate that we will continue to incur substantial losses in the next 12 months. Our financial statements have been prepared assuming that we will continue as a going concern. We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

 

Three-Month Period Ended September 30, 2018 and 2017

 

Revenue

 

During the three months ended September 30, 2018 and 2017, the Company has not generated any revenue.

 

Operating Expenses

 

During the three-month period ended September 30, 2018, we incurred total general and administrative expenses of $48,630 compared to $16,999 during the three-month period ended September 30, 2017. The operating expenses increased due to increased business activities due to the business combination in 2018. After the combination we incurred operating expenses in Allyme Groups and China Info. General and administrative fee expenses incurred generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting and transfer agent.

 

Net Loss

 

Our net loss for the three-month period ended September 30, 2018 was $48,630 compared to $16,999 during the three-month period ended September 30, 2017. Net Loss increased due to increased operating expenses.

 

Nine-Month Period Ended September 30, 2018 and 2017

 

Revenue

 

During the nine months ended September 30, 2018 and 2017, the Company has not generated any revenue. The Company provided consulting services.

 

Operating Expenses

 

During the nine-month period ended September 30, 2018, we incurred total general and administrative expenses of $66,676 compared to $41,442 during the nine-month period ended September 30, 2017. The operating expenses increased due to increased business activities due to the business combination in 2018. After the combination we incurred operating expenses in Allyme Groups and China Info. General and administrative fee expenses incurred generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting and transfer agent.

 

 13 
 

 

Net Loss

 

Our net loss for the nine-month period ended September 30, 2018 was $66,676 compared to $41,442 during the nine-month period ended September 30, 2018. Our Net Loss increased due to increased operating expenses.

 

LIQUIDITY AND CAPITAL RESOURCES

 

As at September 30, 2018, our current assets were $82,145, consisting of cash. As at December 31, 2017 our current assets were $13,163, consisting of $6,496 cash and $6,667 prepaid expenses. The increase in cash was due to the acquired cash of $32,814 through business combination and cash deposit of $36,011 we received for the share purchase. As at September 30, 2018, our current liabilities were $127,197 compared to $43,449 as of December 31, 2017. Stockholder’s deficit was $45,052 as of September 30, 2018 compared to stockholder’s deficit of $30,286 as of December 31, 2017

 

Cash Flows from Operating Activities

 

We have generated negative cash flows from operating activities. For the nine-month period ended September 30, 2018, net cash flows used in operating activities was $(38,843), consisting of net loss of $(66,676), offset by an increase in deferred revenue of $17,472 and a decrease in prepaid expense of $5,001, and an increase in accrued expenses of $5,360. For the nine-month period ended September 30, 2017, net cash flows used in operating activities was $(25,755), consisting of net loss of $(41,442), offset by an increase in accounts payable and accrued liabilities of $10,690 and an increase in prepaid expenses of $4,997.

 

Cash Flows from Investing Activities

 

Cash flows provided by investing activities during the nine-month period ended September 30, 2018 were $32,814 compared to $0 during the nine-month period ended September 30, 2017. The increase is due to cash received from the acquisition in 2018.

 

Cash Flows from Financing Activities

 

Cash flows provided by financing activities during the nine-month period ended September 30, 2018 were $81,369 compared to $30,100 during the nine-month period ended September 30, 2017. The increase is due to proceeds of $36,011 from the deposit for stock purchase and capital contributed of $15,000 in 2018.

 

PLAN OF OPERATION AND FUNDING

 

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

 

 14 
 

 

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

As of the date of this Quarterly Report, 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, capital expenditures or capital resources that are material to investors.

 

GOING CONCERN

 

The continuance of the Company as a going concern is dependent upon the success of Company’s development efforts and its efforts to raise capital.

 

The Company has incurred losses since inception (August 13, 2014) resulting in an accumulated deficit of $134,399 is as of September 30, 2018, and further losses are anticipated in the development of its business. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern. Management believes that the Company’s capital requirements will depend on many factors including the success of the Company’s development efforts and its efforts to raise capital. Management also believes the Company needs to raise additional capital for working capital purposes. There is no assurance that such financing will be available in the future. The conditions described above raise substantial doubt about our ability to continue as a going concern. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from directors and, or, the private placement of common stock. However, there can be no assurances that management’s plans will be successful.

 

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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, 2018. 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 nine months ended September 30, 2018 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

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.

 

ITEM 1A. RISK FACTORS

 

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 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.

 

ITEM 5. OTHER INFORMATION

 

None.

 

ITEM 6. EXHIBITS

 

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

101.SCH

101.CAL

101.DEF

101.LAB

101.PRE

 

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

 

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SIGNATURES

 

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.

 

  WEWIN GROUP CORP.
     
Date: November 19, 2018 By /s/ Zilin Wang
    Zilin Wang
    Director, CEO, CFO, President and Treasurer

 

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