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 June 30, 2018

 

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

 

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)

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 8,620,000 shares of common stock outstanding as of August 13, 2018.

 

 

 

TABLE OF CONTENTS

 

 

	PART I - FINANCIAL INFORMATION
ITEM 1.	INTERIM FINANCIAL STATEMENTS	3
ITEM 2.	MANAGEMENT’S DISCUSSION OF OPERATIONS AND FINANCIAL CONDITION	8
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	10
ITEM 4.	CONTROLS AND PROCEDURES	10
PART II - OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	10
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES	11
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	11
ITEM 4.	MINE SAFETY DISCLOSURES	11
ITEM 5.	OTHER INFORMATION	11
ITEM 6.	EXHIBITS	11
SIGNATURES		12

 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. INTERIM FINANCIAL STATEMENTS

 

WEWIN GROUP CORP.

Condensed Balance Sheets

 

		June 30, 2018 (Unaudited)				December 31, 2017
ASSETS
Cash		$	3,831			$	6,496
Prepaid expenses			1,666				6,667
TOTAL CURRENT ASSETS			5,497				13,163
TOTAL ASSETS		$	5,497			$	13,163
LIABILITIES & STOCKHOLDERS’ DEFICIT
Current liabilities
Accrued expenses		$	7,100			$	1,740
Note payable – related party			46,729				41,709
TOTAL CURRENT LIABILITIES			53,829				43,449
TOTAL LIABILITIES		$	53,829			$	43,449
COMMITMENTS AND CONTINGENCIES
Stockholders’ deficit
Common stock, par value $0.001, 75,000,000 shares authorized, 8,620,000 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively			8,620				8,620
Additional paid-in capital			33,205				33,205
Accumulated deficit			(90,157	)			(72,111	)
Total stockholders’ (deficit)			(48,332	)			(30,286	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT		$	5,497			$	13,163

 

See accompanying notes to the condensed financial statements

 

 

WEWIN GROUP CORP.

Condensed Statements of Operations (Unaudited)

 

		Three Months ended June 30								Six Months ended June 30
		2018				2017				2018				2017
Revenues		$	-			$	-			$	-			$	-
Operating expenses
General and administrative			14,012				14,808				18,046				24,444
Net Loss from operations			(14,012	)			(14,808	)			(18,046	)			(24,444	)
Provision for taxes			-				-				-				-
Net Loss		$	(14,012	)		$	(14,808	)		$	(18,046	)		$	(24,444	)
Basic loss per share		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
Weighted average number of common shares outstanding - basic			8,620,000				8,620,000				8,620,000				8,620,000

 

 

See accompanying notes to the condensed financial statements

 

 

WEWIN GROUP CORP.

Statements of Cash Flows (Unaudited)

 

		Six Months ended June 30,
		2018				2017
OPERATING ACTIVITIES
Net loss		$	(18,046	)		$	(24,444	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in accrued expenses			5,360				9,330
Change in prepaid expense			5,001				4,998
Net cash used in operating activities			(7,685	)			(10,116	)
INVESTING ACTIVITIES			-				-
FINANCING ACTIVITIES
Proceeds from related party loans			5,020				20,100
Net cash provided by financing activities			5,020				20,100
Net increase (decrease) in cash			(2,665	)			9,984
Cash at beginning of period			6,496				207
Cash at end of period		$	3,831			$	10,191
Supplemental cash flow information:
Cash paid for:
Interest			-				-
Taxes			-				-

 

See accompanying notes to financial statements

 

 

WEWIN GROUP CORP.

NOTES TO THE INTERIM FINANCIAL STATEMENTS

June 30, 2018

(Unaudited)

 

NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS

 

Organization and Description of Business

 

WEWIN GROUP CORP. (formerly Makh 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 plans to provide consulting services in China principally focused on the development of high-end retail jewelry sales.

 

NOTE 2 – GOING CONCERN

 

The Company has incurred losses since Inception (August 13, 2014) resulting in an accumulated deficit of $90,157 as of June 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. 

 

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.

 

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 six-month periods ended June 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 –RELATED PARTY ACTIVITY

 

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 attains 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 June 30, 2018 and December 31, 2017, the amount outstanding was $46,729 and $41,709. The loan was non-interest bearing, due upon demand and unsecured.

 

NOTE 5– SUBSEQUENT EVENTS

 

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to June 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:

 

Pursuant to an Agreement for the Purchase of Common Stock dated as of June 28, 2018, on July 17, 2018 Zilin Wang (as representative of the purchaser) 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.

 

 

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 the development of high-end retail jewelry sales. Our principal office address is located at 506 Enterprise Ave, Kitimat BC, Canada V8C 2E2.

 

RESULTS OF OPERATION

 

As of June 30, 2018, we have accumulated a deficit of $90,157. 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 June 30, 2018 and 2017 

 

Revenue

 

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

 

Operating Expenses

 

During the three-month period ended June 30, 2018, we incurred total general and administrative expenses of $14,012 compared to $14,808 during the three-month period ended June 30, 2017. 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 June 30, 2018 was $14,012 compared to $14,808 during the three-month period ended June 30, 2017.

 

Six-Month Period Ended June 30, 2018 and 2017

 

Revenue

 

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

 

 

Operating Expenses

 

During the six-month period ended June 30, 2018, we incurred total general and administrative expenses of $18,046 compared to $24,444 during the six-month period ended June 30, 2017. The operating expenses decreased due to minimal business activities. 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 six-month period ended June 30, 2018 was $18,046 compared to $24,444 during the six-month period ended June 30, 2018. Our Net Loss decreased due to minimal business activities.

 

LIQUIDITY AND CAPITAL RESOURCES

 

As at June 30, 2018, our current assets were $5,497 compared to $13,163 at December 31, 2017, consisting of cash and prepaid expenses at both dates. The decrease in cash was due to net losses and the decrease in prepaid expenses was due to the amortization of certain expenses. As at June 30, 2018, our current liabilities were $53,829 compared to $43,449 as of December 31, 2017. Stockholder’s deficit was $48,332 as of June 30, 2018 compared to stockholder’s deficit of $30,286 as of December 31, 2017

 

Cash Flows from Operating Activities

 

We have not generated positive cash flows from operating activities. For the six-month period ended June 30, 2018, net cash flows used in operating activities was $(7,685), consisting of net loss of $(18,046), offset by $5,001 amortization of prepaid expense and an increase in accrued expenses of $5,360.

 

Cash Flows from Investing Activities

 

We neither used, nor provided cash flows from investing activities during the three- and six-month periods ended June 30, 2018 and 2017.

 

Cash Flows from Financing Activities

 

Cash flows provided by financing activities during the six-month period ended June 30, 2018 were $5,020 compared to $20,100 during the six-month period ended June 30, 2017, consisting of loans from a related party.

 

PLAN OF OPERATION AND FUNDING

 

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

 

Existing working capital, further advances and debt instruments, and anticipated cash flow are 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 independent auditors’ report accompanying our December 31, 2017 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

 

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

 

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     101.INS 101.SCH 101.CAL 101.DEF 101.LAB 101.PRE		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.   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

 

 

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: August 14, 2018	By	/s/ Zilin Wang
		Zilin Wang
		Director, CEO, President and Treasurer

 

 

EXHIBIT INDEX

 

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     101.INS 101.SCH 101.CAL 101.DEF 101.LAB 101.PRE		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.   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