Longwen Group Corp. - Quarter Report: 2013 September (Form 10-Q)

f10q0913_dephasiumcorp.htm

United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended: September 30, 2013 Commission file no.: 0-11596

DEPHASIUM CORP.

(Name of Small Business Issuer in its Charter)

Nevada		95-3506403
(State or other jurisdiction of		(I.R.S.Employer
incorporation or organization)		Identification No.)

7695 S.W. 104th Street, Suite 210 Miami, FL		33156
(Address of principal executive offices)		(Zip Code)

Issuer’s telephone number: (786) 290-8054

Securities registered under Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered
None		None

Securities registered under Section 12(g) of the Act:

Common Stock, $0.0001 par value per share

(Title of class)

Indicate by 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 (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 o

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 of 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 o No

Indicate by check mark whether the registrant is an accelerated filer, a non-accelerated filer, or a smaller reporting company.

	Large accelerated filer o	Accelerated filer o
	Non-accelerated filer o	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). o Yes x No

APPLICABLE ONLY TO CORPORATE ISSUERS:

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:

As of November 5, 2013 there were 114,964,138 shares of voting stock of the registrant issued and outstanding.

DEPHASIUM, INC.

(A development stage enterprise)

Balance Sheet

(unaudited)

	September 30, 2013			December 31, 2012

CURRENT ASSETS
Cash	$	1,497		$	10,601

OTHER ASSETS
Patent		1,200,000			-

TOTAL ASSETS		1,201,497			10,601


CURRENT LIABILITIES
Accounts payable		-			13,576
Short term loan payable		9,475			9,475


STOCKHOLDERS' EQUITY (DEFICIENCY)
Preferred stock, $.0001 par value, 50,000,000 shares
authorized, 0 issued and outstanding at September 30, 2013 and 2012		-			-
Common stock, $.0001 par value, 500,000,000 authorized, 94,964,138
issued and outstanding at September 30, 2013 and December 31, 2012		9,496			9,496
Additional paid in capital		2,646,095			1,388,745
Deficit accumulated during development stage		(1,463,569	)		(1,410,691	)

TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY)		1,192,022			(12,450	)

TOTAL LIABILITEIS AND STOCKHOLDERS' EQUITY (DEFICIENCY)	$	1,201,497		$	10,601

DEPHASIUM, INC.

(A development stage enterprise)

Statement of Operations

(unaudited)

													From inception
	3 Months ended						Nine months ended						March 24, 2001
COST AND EXPENSES:	September 30, 2013			September 30, 2012			September 30, 2013			September 30, 2012			to September 30, 2013

General and administrative expense	$	8,756			10,585		$	44,122			10,585		$	80,328


Net loss from continuing operations		(8,756	)		(10,585	)		(44,122	)		(10,585	)		(80,328	)

Loss from discontinued operations		-			-			-			(473,823	)		(1,383,241	)

Net loss	$	(8,756	)	$	(10,585	)	$	(44,122	)	$	(473,823	)	$	(1,463,569	)

Basic net loss per weighted average share	$	0.00		$	0.00		$	0.00		$	0.00

Weighted average number of shares		94,964,138			94,964,138			94,964,138			94,964,138

DEPHASIUM, INC.

(A development stage enterprise)

STATEMENT OF CASH FLOWS

(unaudited)

							From Inception
	NINE MONTHS ENDED SEPTEMBER 30,						March 24, 2001 to
OPERATING ACTIVITIES:	2013			2012			SEPTEMBER 30, 2013
Net Loss	$	(44,122	)	$	(10,585	)		(80,328	)
Adjustments to reconcile net loss to net cash used in operating activities
Net cash used by discontinued operations					(473,823	)		(1,383,241	)
Accounts payable		18

NET CASH USED IN OPERATING ACTIVITIES		(44,104	)		(484,408	)		(1,463,569	)

FINANCING ACTIVTIIES:
Proceeds from issuance of common stock		50,000			204,306			1,454,465
Acquisition of treasury stock		(15,000	)		-
Proceeds from loans		-			250,000			250,000

NET CASH PROVIDED BY FINANCING ACTIVITIES		35,000			454,306			1,454,465

NET DECREASE IN CASH		(9,104	)		(30,102	)		(9,104	)

Cash - beginning of period		10,601			34,517			10,601

Cash - end of period	$	1,497		$	4,415			1,497

DEPHASIUM CORP.

(A development stage enterprise)

Notes to Financial Statements

(1) Basis of Presentation

The attached financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. As a result, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The Company believes that the disclosures made are adequate to make the information presented not misleading. The financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. These financial statements should be read in conjunction with the audited financial statements and related notes included in the Company=s Form 10-K as filed with the Securities and Exchange Commission on or about March 19, 2013.

(2) Summary of Significant Accounting Policies

Dephasium Corp., (the Company), was incorporated on March 31, 1980, under the laws of the State of California as Expertelligence, Inc. On June 26, 2006, the Company reincorporated in Nevada. On March 24, 2011, the Company amended its Articles of Incorporation to change its name to Pay Mobile, Inc. On January 2, 2013, the Company amended its Articles of Incorporation to change its name to Allied Ventures Holding Corp. On February 21, 2013, the Company amended its Articles of Incorporation to change its name to Dephasium Corp.

On March 24, 2011, the Company entered into a Share Exchange Agreement (the Agreement) with Pay Mobile, Inc. (PMD) a Delaware corporation and its shareholders. Pursuant to the terms of the Agreement, the company issued 80,000,000 shares of its restricted common stock in exchange for 100% of the issued and outstanding shares of PMD. In addition, shareholders agreed to cancel 50,000,000 shares owned by them.

On June 11, 2012 the Company entered into a Rescission Agreement whereby the Company rescinded the previous Agreement for the exchange of common stock dated March 24, 2011 with Pay Mobile, Inc., a Delaware corporation (“PMD”). As a result of the transaction, the Company cancelled all the shares which were previously issued to the shareholders of PMD in that transaction and an additional 5,550,000 shares which were issued to private investors. As a result of this the Company reverted back to the pre-acquisition status. In conjunction therewith, the Company re-issued the previously cancelled 50,000,000 shares of common stock which were owned by previous management but were assigned to Irma Colón-Alonso. As a result of the rescission, the Company now has 94,964,138 shares of common stock outstanding. The Company has reverted to a Shell Company status and is looking for a new opportunity.

Development Stage Activities

These consolidated financial statements include the accounts of Paymobile and its wholly-owned subsidiary, Paymobile Inc. (Canada), up to June 11, 2012 when the Company entered into a Rescission Agreement. On January 19, 2010, Paymobile purchased Paymobile Inc. (Canada). The transaction was accounted for as a transaction between entities under common control in accordance with authoritative guidance issued by the Financial Accounting Standards Board. Accordingly, the net assets were recognized in the consolidated financial statements to June 11, 2012 and were recorded at their carrying amounts in the accounts of Paymobile Inc. (Canada) at the transfer date and the results of operations of Paymobile Inc. (Canada) are included as though the transaction had occurred at the beginning of the period. As a result of the Rescission Agreement, all assets and liabilities have been eliminated and the Statement of Operations reflects a loss from discontinued operations from Paymobile Inc. (Canada).

The Company is considered to be in the development stage and the accompanying financial statements represent those of a development stage company in accordance with SFAS No. 7, Accounting and Reporting by Development Stage Enterprises.

The following summarize the more significant accounting and reporting policies and practices of the Company:

Cash and Cash Equivalents

The Company considers all highly liquid instruments with an original maturity or remaining maturity at the date of purchase of three months or less to be cash equivalents.

Property and Equipment

Property and equipment are stated at cost less accumulated amortization. Amortization is calculated on a straight-line basis over the expected useful life as follows:

Computer equipment	3 years
Office furniture and equipment	5 years
Leasehold improvements	term of the lease

Repairs and maintenance expenditures are charged to operating expense as incurred. Replacements and major renewals are capitalized.

Accounting for the Impairment or Disposal of Long-Lived Assets

Long-lived assets are reviewed for impairment when circumstances indicate the carrying value of the asset may not be recoverable. For assets that are to be held and used, impairment is recognized when the estimated undiscounted cash flows associated with the asset, or group of assets, is less than their carrying value. If impairment exists, an adjustment is made to write the asset down to its fair value, and a loss is recorded as the difference between the carrying value and the fair value. Fair values are determined based on quoted market values, discounted cash flows, or internal and external appraisals, as applicable. Assets to be disposed of are carried at the lower of carrying value or estimated net realizable value.

Accounting Estimates

The preparation of the financial statements in conformity with generally accepted accounting principles 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.

Intangibles

Long-lived assets, including fixed assets and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. In reviewing for impairment, the carrying value of such assets is compared to the estimated undiscounted future cash flows expected from the use of the assets and their eventual disposition. If such cash flows are not sufficient to support the asset’s recorded value, an impairment charge is recognized to reduce the carrying value of the long-lived asset to its estimated fair value. The determination of future cash flows, as well as the estimated fair value of long-lived assets, involves significant estimates on the part of management. In order to estimate the fair value of a long-lived asset, the Company may engage a third-party to assist with the valuation. If there is a material change in economic conditions or other circumstances influencing the estimate of future cash flows or fair value, the Company could be required to recognize impairment charges in the future.

Revenue Recognition

Revenue is recognized when it is realized or realizable and earned. Revenue is realized or realizable when there is persuasive evidence of an arrangement, prices are fixed or determinable, services or products are provided to the customer, and collectability is probable and reasonably assured depending upon the applicable revenue recognition guidance followed.

Foreign Currency Translation

The Company’s functional and reporting currency is the United States Dollar. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Revenue and expense accounts are translated at average exchange rates during the period. Equity accounts are translated using historical exchange rates. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Income Taxes

Income tax expense is based on pre-tax financial accounting income. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry-forwards, 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Basic and Diluted Net (Loss) Per Common Share (“EPS”)

Basic net (loss) per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of common shares outstanding during the reporting period. Diluted net income per common share includes the potential dilution that could occur upon exercise of warrants or conversion of debt to acquire common stock. The computation of Diluted EPS does not assume exercise or conversion of securities that would have an anti-dilutive effect on net income per common share.

Fair Value of Financial Instruments

The Company’s financial instruments include cash and accrued liabilities. The fair value of these financial instruments approximates their carrying values due to their short maturities.

Stock-Based Compensation

The Company records expense for stock-based compensation to directors, employees, and consultants using the fair value method. The Company may issue shares of stock and stock warrants in exchange for services. The Company values the issuance of shares based on the fair value of its stock on the date of issuance. The Company values the warrants it issues using the Black-Scholes model.

(3) Acquisition of patent and Trademark

On March 5, 2013 the Company entered into an Asset Purchase Agreement for the purchase of a patent from Daphasium, LTD, a limited partnership organized under the laws of the United Kingdom. Pursuant to the Agreement, in consideration of the transfer to the Company of the ANCILIA Patent and Trademark, the Company agreed to issue Daphasium, LTD 70,000,000 shares of its restricted common stock. As of April 18, 2013, all conditions precedent to the closing were satisfied.

(4) Stockholders Equity: The Company has authorized 500,000,000 shares of $0.0001 par common stock. At December 31, 2012 there were 94,964,138 shares issued and outstanding. As a result of the Rescission Agreement entered into on June 11, 2012, the Company cancelled all the shares which were previously issued to the shareholders of PMD and an additional 5,550,000 shares which were issued to private investors. In conjunction therewith the Company re-issued the previously cancelled 50,000,000 shares of common stock which were owned by previous management.

(5) Going Concern: The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company’s’ financial position and operating results raise substantial doubt about the Company’s’ ability to continue as a going concern, as reflected by the Company’s reoccurring losses at September 30, 2013. The ability of the Company to continue as a going concern is dependent upon finding a new business opportunity and obtaining additional capital and financing. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

(6) Subsequent Events:

Management has evaluated events occurring after the date of these financial statements through the date that these financial statements were issued. There were no other material subsequent events to disclose.

ITEM 2.

MANAGEMENTS DISCUSSION AND ANALYSIS OF PLAN OF OPERATION

DESCRIPTION OF BUSINESS

Dephasium Corp., (the Company), was incorporated on March 31, 1980, under the laws of the State of California as Expertelligence, Inc. On June 26, 2006, the Company reincorporated in Nevada. On March 24, 2011, the Company amended its Articles of Incorporation to change its name to Pay Mobile, Inc. On January 2, 2013, the Company amended its Articles of Incorporation to change its name to Allied Ventures Holding Corp. Thereafter on February 21, 2013 the Company changed its name to Dephasium Corp.

On March 24, 2011, the Company entered into a Share Exchange Agreement (the Agreement) with Pay Mobile, Inc. (PMD) a Delaware corporation and its shareholders. Pursuant to the terms of the Agreement, the company issued 80,000,000 shares of its restricted common stock in exchange for 100% of the issued and outstanding shares of PMD. In addition shareholders agreed to cancel 50,000,000 shares owned by them.

On June 11, 2012 the Company entered into a Rescission Agreement whereby the Company rescinded the previous Agreement for the exchange of common stock dated March 24, 2001 with Pay Mobile, Inc., a Delaware corporation (“PMD”). As a result of the transaction, the Company reverted back to its pre-acquisition status.

On March 5, 2013, the Registrant entered into an Asset Purchase Agreement for the purchase of certain patents and trademarks from Dephasium, Ltd., a limited partnership organized under the laws of the United Kingdom. Pursuant to the Agreement, in consideration of the transfer to the Registrant of the ANCILIA patent and trademark, Registration Number 4,085,620 (the “Assets”), the Registrant agreed to issue Dephasium 70,000,000 shares of its restricted common stock. As of April 18, 2013, all conditions precedent to the closing had been satisfied, and the transaction closed. For a more complete description of the transaction, please refer to our 8-K filed with the SEC on March 5, 2013 and April 18, 2013 both of which are incorporated herein by reference.

OUR BUSINESS

As a result of our acquisition of the Assets described above, we intend to commercialize the products which are developed from our Assets and we intend to become one of the leaders in the field of people protection against electromagnetic waves emitted by mobile phones. There is no assurance that we will be successful in reaching these goals. In addition, in conjunction with Dephasium, Ltd., and the opening of its on line store, www.Dephasiumstore.com. we are now able to sell the products which Dephasium Ltd. distributes in the United States and Canada. To date, no sales have been generated and there is no assurance that any sales will be made in the future.

Comparison of Operating Results for the Three Months Ended September 30, 2013 to the Three Months Ended September 30, 2012.

Revenues:

The Company did not generate any revenues from operations for the three months ended September 30, 2013 or for the three months ended September 30, 2012. Accordingly, comparisons with prior periods are not meaningful. The Company is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and cost increases in services.

Operating Expenses:

General and administrative expenses for the three months ended September 30, 2013 were $8,756 as compared to $10,585 for the three month period ended September 30, 2012.

Net Loss:

Our net loss for the three month period ended September 30, 2013 was $8,756 as compared to a net loss for the three month period ended September 30, 2012 of $10,585. Both net losses were attributable to the costs of operating the company.

At September 30, 2013, our accumulated deficit was $1,463,569.

Comparison of Operating Results for the Nine Months Ended September 30, 2013 to the Nine Months Ended September 30, 2012

Revenues:

The Company did not generate any revenues from operations for the nine months ended September 30, 2013 or for the nine months ended September 30, 2012. Accordingly, comparisons with prior periods are not meaningful. The Company is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and cost increases in services.

Operating Expenses:

General and administrative expenses for the nine months ended September 30, 2013 were $44,122 as compared to $10,585 for the six month period ended September 30, 2012.

Net Loss:

Our net loss from operations for the nine month period ended September 30, 2013 was $44,122 as compared to a net loss from operations for the nine month period ended June 30, 2012 of $10,585. The net loss from discontinued operations 2013 was $0 as compared to a net from discontinued operations for the nine month period ended June 30, 2012 of $473,823.

The net loss for nine month period ended September 30, 2013 was attributable to the costs of continuing operations while the net loss for the nine months ended September 30, 2012 was attributable to discontinued operations.

Assets and Liabilities:

As of September 30, 2013, our total assets were $1,201,497 as compared to $10,061 at December 31, 2012 As of September 30, 2013, these assets were comprised of cash in the amount of $1, 497 and patents acquired from Dephasium, Ltd. which the company valued at $1,200,000.

Total Current Liabilities were $9,475 at September 30, 2013 and December 31, 2012.

Financial Condition, Liquidity and Capital Resources:

At September 30, 2013, we had cash and cash equivalents of $1, 497. As of September 30, 2013 the Company’s only debt was a short term loan payable in the amount of $9,475.

No trends have been identified which would materially increase or decrease our results of operations or liquidity.

GOING CONCERN

The independent auditors' report accompanying our December 31, 2012 and December 31, 2011 financial statements contains 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. We have suffered recurring losses from operations, have a working capital deficit and are currently in default of the payment terms of certain note agreements. These factors raise substantial doubt about our ability to continue as a going concern.

ITEM 3 -

Quantitative and Qualitative Disclosures About Market Risk

The Company is not subject to any specific market risk other than that encountered by any other public company related to being publicly traded.

Forward-Looking Statements

This Form 10-Q includes Forward-looking statements@ within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included or incorporated by reference in this Form 10-Q which address activities, events or developments which the Company expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof), finding suitable merger or acquisition candidates, expansion and growth of the Company’s business and operations, and other such matters are forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances. However, whether actual results or developments will conform with the Company’s expectations and predictions is subject to a number of risks and uncertainties, general economic market and business conditions; the business opportunities (or lack thereof) that may be presented to and pursued by the Company; changes in laws or regulation; and other factors, most of which are beyond the control of the Company. Consequently, all of the forward-looking statements made in this Form 10-Q are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. The Company assumes no obligations to update any such forward-looking statements.

ITEM 4T.

CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures.

We maintain controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosures. Based upon their evaluation of those controls and procedures performed as of the end of the period covered by this report, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process, under the supervision of our Chief Executive Officer and Chief Financial Officer, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with United States generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that:

●	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

●	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and

●	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Our management conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). That evaluation disclosed that we have material defects in our internal control over financial reporting. Specifically they determined (i) that there was a lack of entity level control; and (ii) that the size of our accounting staff and low number of supervisory personnel prevented an appropriate segregation of accounting functions. Accordingly, based on this evaluation, our management concluded that our internal control over financial reporting was not effective as of Septembre 30, 2013.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

ITEM 1A. RISK FACTORS

No report required

SIGNATURES

In accord with Section 13 or 15(d) of the Securities Act of 1933, as amended, the Company caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

	DEPHASIUM CORP.

Dated: November 6, 2013	By:	/s/ J. Francisco Terreforte
		J. Francisco Terreforte President and Chief Financial Officer