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

f10q0313_dephasium.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: March 31, 2013

Commission file no.: 0-11596

DEPHASIUM CORP.

(Name of Small Business Issuer in its Charter)

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


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

Issuer’s telephone number: (305) 663-7140

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). x Yes o 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 May 14, 2013, there were 114,964,138 shares of voting stock of the registrant issued and outstanding.

DEPHASIUM, INC.
Balance Sheet


	March 31, 2013		December 31, 2012
	(unaudited)		(Audited)
CURRENT ASSETS
Cash	$	50,690	$	10,601

TOTAL ASSETS		50,690		10,601


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


STOCKHOLDERS' EQUITY (DEFICIENCY)		41,215		(12,450	)


TOTAL LIABILITEIS AND STOCKHOLDERS EQUITY (DEFICIENCY)	$	50,690	$	10,601

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DEPHASIUM, INC.
Statement of Operations
(USD$)

	3 Months ended						114 months ended
COST AND EXPENSES:	March 31, 2013			March 31, 2012			March 31, 2013

General and administrative expense		9,911			388,191			425,552
Loss from discontinued operations		-			473,823			1,383,241

Net loss		(9,911	)		(862,014	)		(1,808,793	)


Basic net loss per weighted average share		(0.01	)		(0.01	)

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

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DEPHASIUM, INC.
STATEMENT OF CASH FLOWS
(unaudited)


	THREE MONTHS ENDED MARCH 31,						114 Months ended
OPERATING ACTIVITIES:	2013			2012			March 31, 2013
Net Loss	$	(9,911	)	$	(388,191	)		(1,808,793	)
Adjustments to reconcile net loss to net
cash used in operating activities
Changes in operating assets and liabilities:
Accounts receivable		-			(43,181	)
Prepaid expenses		-			(5,256	)
Accounts payable and accrued expenses		-			64,547

NET CASH USED IN OPERATING ACTIVITIES		(9,911	)		(372,081	)		(9,911	)


INVESTING ACTIVITIES:
Deposit		-			(500,000	)		-
NET CASH USED BY INVESTING ACTIVITIES		-			(500,000	)		-


FINANCING ACTIVTIIES:
Short term loan		-			250,000
Proceeds from issuance of common stock		50,000			700,000
NET CASH PROVIDED BY FINANCING ACTIVITIES		50,000			950,000


NET INCREASE IN CASH		40,089			77,919			40,089

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

Cash - end of period	$	50,690		$	112,436			50,690

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DEPHASIUM CORP.

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.

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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.

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.

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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) 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.

(4) 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 March 31, 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.

(5) Subsequent Events: 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. In addition, in consideration of $15,000 the Registrant agreed to redeem 50,000,000 shares of its restricted common stock previously issued to Irma Colon-Alonso. The Registrant also agreed to name Lucien Gerard AIM to its Board of Directors. The closing was conditioned upon the Registrant receiving an appraisal of the assets being purchased. In anticipation of the closing, the Registrant amended its Articles of Incorporation in Nevada to change its name to Dephasium Corp. For a further description of this transaction, please refer to our 8-K filed with the SEC on March 5, 2013. As of April 18, 2013, all conditions precedent to the closing had been satisfied, and as such the Registrant issued 70,000,000 shares of its restricted common stock to Dephasium Limited and redeemed the 50,000,000 shares of common stock owned by Ms. Colon-Alonso. In addition, Mr. Aim is now a member of the Registrant’s Board of Directors.

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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 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. The issuance of these shares was an exempt transaction pursuant to Section 4(3) of the Securities Act of 1933 as amended. As a result, at that time, the Company reverted back to its 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. For a further description of the rescission, please refer to our 8-K/3A as amended filed with the SEC on October 9, 2012.

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. In addition, in consideration of $15,000 the Registrant agreed to redeem 50,000,000 shares of its restricted common stock previously issued to Irma Colon-Alonso. The Registrant also agreed to name Lucien Gerard AIM to its Board of Directors. The closing was conditioned upon the Registrant receiving an appraisal of the assets being purchased. In anticipation of the closing, the Registrant amended its Articles of Incorporation in Nevada to change its name to Dephasium Corp. For a further description of this transaction, please refer to our 8-K filed with the SEC on March 5, 2013. As of April 18, 2013, all conditions precedent to the closing had been satisfied, and as such the Registrant issued 70,000,000 shares of its restricted common stock to Dephasium Limited and redeemed the 50,000,000 shares of common stock owned by Ms. Colon-Alonso. In addition, Mr. Aim is now a member of the Registrant’s Board of Directors.

OUR BUSINESS

Prior to the acquisition of the Assets, and as a result of the Rescission Agreement, the Registrant had reverted back to being a Shell Company. And while prior to acquisition of the Assets, said Assets had produced no income and had not been commercialized, it is the intent of the Registrant to commercialize the Assets. However, there is no assurance that the Registrant will be successful in commercially the Assets.

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Comparison of Operating Results for the Three Months Ended March 31, 2013 to the Three Months Ended March 31, 2012

Revenues

The Company did not generate any revenues from operations for the three months ended March 31, 2013 or 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

Operating expenses decreased by $328,280, from $338,191 for the three months ended March 31, 2012 to $9,911 for the three months ended March 31, 2013. The decrease in our net operating expenses is mainly attributable to the discontinuance of our prior operations.

Net Loss

Net loss decreased by $328,280 from a net loss of $338,191 for three months ended March 31, 2012 to a net loss of $9,911 for the three months ended March 31, 2013. The decrease in net operating loss is again mainly due the discontinuance of our prior operations.

At March 31, 2013, our accumulated deficit was $1,808,794.

Assets and Liabilities

Our total assets were $50,690 March 31, 2013 as compared to 643,443 at March 31, 2012. At March 31, 2013, all our assets consisted of cash. This decrease is again, due to the discontinuance of our prior operations.

Total Current Liabilities were $9,475 at March 31, 2013 as compared to $656,443 at March 31, 2012. This decrease is again, due to the discontinuance of our prior operations.

Financial Condition, Liquidity and Capital Resources

At March 31, 2013, we had cash and cash equivalents of $50,690. There can be no assurance that our financial condition will improve. To date, we have not generated cash flow from operations. As of March 31, 2013, the Company had no outstanding debt other than the $9,475 referred to above. The Company is seeking to raise capital to implement the Company's business strategy.

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

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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

As required by Rule 13a-15 under the Exchange Act, within the 90 days prior to the filing date of this report, the Company carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of the Company's management, including the Company's President, Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, the Company's President, Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective. There have been no significant changes in the Company's internal controls or in other factors, which could significantly affect internal controls subsequent to the date the Company carried out its evaluation.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in Company reports filed or submitted 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. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Company reports filed under the Exchange Act is accumulated and communicated to management, including the Company's Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company knows of no legal proceedings to which it is a party or to which any of its property is the subject which are pending, threatened or contemplated or any unsatisfied judgments against the Company.

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

On February 5, 2013, the Company’s Board of Directors authorized the issuance of 200,000 shares of the Company’s restricted common stock to an unaffiliated accredited investor in consideration of the Company receiving $50,000 for such shares. The Shares were issued in reliance upon the exemptions provided by Section 4(2) of the Securities Act of 1933, as amended. The Company intends to use the funds for working capital.

ITEM 3. DEFAULTS IN SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURE

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

(a) The exhibits required to be filed herewith by Item 601 of Regulation S-K, as described in the following index of exhibits, are incorporated herein by reference, as follows:

Exhibit No.		Description
31.1 *		Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

32.1 *		Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

* Filed herewith

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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: May 20, 2013	By:	/s/ N. Colón-Alonso
		N. Colón-Alonso Chief Executive Officer, Chief Financial Officer President and Sole Director

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