Longwen Group Corp. - Quarter Report: 2014 June (Form 10-Q)

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: June 30, 2014

Commission file no.: 0-11596

ALLIED VENTURES HOLDINGS CORP.

(Name of Small Business Issuer in its Charter)

Issuer’s telephone number: (818) 701-5432

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

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   ☒    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 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).   Yes   ☐    No   ☒

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ☒   Yes   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 March 19, 2015 there were 95,164,138 shares of voting stock of the registrant issued and outstanding.

Allied Ventures Holdings Corp.

(f/k/a) Dephasium Corp.

(f/k/a Pay Mobile, Inc.)

Condensed Balance Sheets

UNAUDITED

ASSETS

See accompanying notes to condensed financial statements.

Allied Ventures Holdings Corp.

(f/k/a Dephasium Corp.)

(f/k/a Pay Mobile, Inc.)

Condensed Statements of Operations

UNAUDITED

See accompanying notes to condensed financial statements.

Allied Ventures Holdings Corp.

(f/k/a Dephasium Corp.)

(f/k/a Pay Mobile, Inc.)

Condensed Statements of Cash Flows

UNAUDITED

See accompanying notes to condensed financial statements.

ALLIED VENTURES HOLDINGS CORP.

(f/k/a DEPHASIUM CORP.)

(f/k/a PAY MOBILE, INC.)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2014

NOTE 1 – INTERIM UNAUDITED FINANCIAL STATEMENTS

The balance sheet of Allied Ventures Holding Corp. (the “Company”) as of June 30, 2014, and the statements of operations and cash flows for the six months then ended, have not been audited. However, in the opinion of management, such information includes all adjustments (consisting only of normal recurring adjustments) which are necessary to properly reflect the financial position of the Company as of June 30, 2014, and the results of its operations and cash flows for the six months then ended.

Certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, although management believes that the disclosures are adequate to make the information presented not misleading and in conformity with the rules of the Securities and Exchange Commission. Interim period results are not necessarily indicative of the results to be achieved for an entire year. These financial statements should be read in conjunction with the financial statements and notes to financial statements included in the Company’s financial statements as filed on Form 10-K for the fiscal year ended December 31, 2013.

NOTE 2 – COMPANY BACKGROUND AND ORGANIZATION

Allied Ventures Holdings 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 February 23, 2015, the Company amended its Articles of Incorporation to change its name to Allied Ventures Holdings Corp.

The Company is a “Shell Company” and is looking for a new business opportunity.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, accrued expenses, a short-term loan and a short-term note payable. The carrying amounts of the Company’s financial instruments approximate fair value because of the short term maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect those estimates. We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments.

Income Taxes

The Company utilizes the asset and liability method to account for income taxes pursuant to ASC 740 “Income Taxes”. 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 and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is used to reduce net deferred tax assets to the amount that, based on management’s estimate, is more likely than not to be realized.

ASC 740 provides guidance for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. If the Company determines that an uncertain tax position exists in which the Company could incur income taxes, the Company would evaluate whether there is a probability that the uncertain tax position taken would be sustained upon examination by the taxing authorities. A liability for uncertain tax positions would then be recorded if the Company determined it is more likely than not that a position would not be sustained upon examination or if a payment would have to be made to a taxing authority and the amount is reasonably estimable. The Company does not believe any uncertain tax positions exist that would result in the Company having a liability to the taxing authorities. The Company classifies interest and penalties related to unrecognized tax benefits, if and when required, as part of interest expense and other expense in the consolidated statements of operations.

Use of Estimates

The preparation of 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, the 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.

Stock Based Compensation

Stock based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common stock by the weighted average number of shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There is no dilutive debt or equity.

Fair Value Measurements

The Company follows the provisions of ASC 820, “Fair Value Measurements And Disclosures”. ASC 820 defines fair value, establishes a framework for measuring fair value under generally accepted principles, and enhances disclosures about fair value measurements.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value:

Level 1 – Valuations based on quoted prices for identical assets and liabilities in active markets.

Level 2 – Valuations based on observable inputs other than quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.

As of June 30, 2014 and December 31, 2013, the Company did not have any assets or liabilities that were required to be measured at fair value on a recurring basis or on a non-recurring basis.

Recent Accounting Pronouncements

In July 2013, FASB issued guidance regarding the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. Under certain circumstances, unrecognized tax benefits should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. This guidance is effective for fiscal years beginning after December 31, 2013 on either a prospective or retrospective basis. The Company does not believe the adoption of this accounting pronouncement will have a material impact on its financial statements.

On June 10, 2014 the FASB issued ASU 2014-10, Development Stage Entities, (Topic 915), which eliminates the concept of a development stage entity (DSE) in its entirety from current accounting guidance. The removal of the DSE reporting requirements are effective for public entities for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption of the new standard is permitted and it was adopted by the Company in the quarter ended December 31, 2013.

In August, 2014 the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40), which requires an entity’s management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). The amendments in ASU 2014-15 are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company does not believe the adoption of this accounting pronouncement will have a material impact on its financial statements.

The Company does not expect the adoption of any other recently issued accounting pronouncements to have a significant impact on its financial position, results of operations or cash flows.

NOTE 4 – SHORT-TERM LOAN

On December 17, 2012 the Company entered into a $9,475 promissory note obligating the Company to repay the loan one year from the date thereof. The annual interest rate is “US Prime” plus 8%. The prime rate on the note’s execution date was 3.25%; accordingly, the annual interest rate is 11.25%. The note matured in December 2013 and the Company did not pay any of the principal. The Company is in default but has not received notification thereof from the lender as required in the note.

NOTE 5 – NOTE PAYABLE

On March 24, 2014, the Company entered into a $5,000 promissory note obligating the Company to repay the loan one year from the date thereof. The annual interest rate is “US Prime” plus 8%. The prime rate on the note’s execution date was 3.25%; accordingly, the annual interest rate is 11.25%.

NOTE 6 – STOCKHOLDERS’ EQUITY

Effective December 31, 2013 the Company entered into an agreement to issue 50,000,000 common shares in exchange for $50,000. The Company recorded a subscription receivable for said amount as the $50,000 was received in June, 2014. The shares were issued in October, 2014.

NOTE 7 – COMMITMENT

The Company entered into a license for the sale of products in 2013. The Company agreed to commit up to $25,000 to be used for marketing the products in the United States. To date the Company has not expended any funds related thereto. After June 30, 2014 the licensing agreement was terminated and the Company’s obligation to fund the $25,000 for marketing ceased. See Note 10.

NOTE 8 – 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 accumulated deficit of $2,591,339 at June 30, 2014. In addition, the Company has not generated any revenues since inception. 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.

NOTE 9 – INCOME TAXES

The reconciliation of the federal statutory income tax rate of 34% to the Company’s effective income tax rate is as follows as of June 30, 2014 and June 30, 2013, respectively:

The components of the Company’s deferred tax asset are as follows as of June 30, 2014 and December 31, 2013:

The potential deferred tax asset is computed utilizing a 34% federal statutory tax rate. No deferred tax asset has been reported in the financial statements because the Company believes it is more likely than not that the net operating loss (NOL) carryforwards will not be realized. Accordingly, the potential tax benefits of the NOL carryforwards are offset by a valuation allowance of the same amount.

The increase in the valuation allowance of $1,647 for the six months ended June 30, 2014 and $15,574 for the year ended December 31, 2013, respectively, is solely attributable to deferred tax assets arising from the tax benefit of the NOL carryforward.

As of June 30, 2014, the Company had NOL carryforwards for income tax reporting purposes of approximately $845,120, which expire between 2014 and 2034.

The Company has not filed 2012, 2013 and 2014 income tax returns. The Company’s tax returns are subject to examination by the federal tax authorities for years 2011 through 2014.

NOTE 10 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through March 19, 2015, the date the financial statements were available to be issued. Management has determined that no events occurred subsequent to June 30, 2014 that would require disclosure in the financial statements except for the items disclosed in the following paragraphs.

The Company issued 50,000,000 shares of common stock in October, 2014 in exchange for the receipt of $50,000 which was received in June 2014.

Effective December 31, 2014 the licensing agreement referred to in Note 7 was terminated and the Company’s obligations related thereto ceased. Accordingly, the Company was not required to fund marketing costs referred to in the licensing agreement.

DESCRIPTION OF BUSINESS

Introduction

Allied Ventures Holdings 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 changed its name to Dephasium Corp. and thereafter, on February 23, 2015, the Company amended its Articles of Incorporation to change its name to Allied Ventures Holdings 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 acquired 100% of the issued and outstanding shares of PMD. On June 11, 2012 the Agreement with PMD was rescinded and the common shares of the Company which were previously issued to the PMD shareholders pursuant to the Agreement were canceled.

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 Registrant agreed to issue Dephasium 70,000,000 shares of its restricted common stock. In addition, in consideration of $15,000, the Registrant redeemed and cancelled 50,000,000 shares of its restricted common stock previously issued its former sole officer and director, Colon-Alonso, who as of that date, ceased to be a shareholder of the Registrant. The Registrant has also agreed to name Lucien Gerard AIM to its Board of Directors.

In exchange for the issuance of the 70,000,000 shares of our restricted common stock, we relied on a Patent Evaluation which had been received from an independent third party, OMECA for purposes of determining the patent’s value. At that time. Dephasium, Ltd., had already established a web site for its operations in Europe which can viewed at www.dephasiums.com. Thereafter, Dephasium Ltd. set up an online store at www.Dephasiumstore.com. The on line store enabled the Company to sell the products which it was distributing in the United States and Canada in conjunction with its Distribution Agreement with Dephasium, Ltd. The Company was to receive 30% of the revenues generated from sales within the United States and Canada.Unfortunately, the site failed to generate any sales and the Company does not have the resources to hire a sales force to market the products in the United States and Canada. As such, the Company has determined that it is in its best interest to discontinue its plans to sell products in the United States and Canada. In doing so, the Company has also determined that the ANCILIA patent does not have any value on our books and records.

Effective as of the close of business December 30, 2013, Lucien Gerard resigned as a Director of the Company. That left Francisco Terreforte as our sole Director.

Effective December 31, 2013 the Company entered into two agreements with Dephasium Ltd. The first one was a restructuring of its prior Asset Purchase Agreement whereby the Company had issued 70,000,000 to Dephasium Ltd. In exchange for the ANCILIA patent and trademark registration number 4,085,627. Pursuant to the Restructuring Agreement, the Company transferred back the ANCILIA patent and trademark and Dephasium Ltd. agreed to cancel the 70,000,000 shares of the Company’s common which were previously issued to it. In addition the Company committed up to $25,000 to be used to market Dephasium, Ltd.’s products and entered into a separate Licensing Agreement with with Dephasium, Ltd. That Licensing Agreement, also dated December 31, 2013, granted the Company a license to market Dephasium, Ltd. products in North American in return for a 25% net license fee. That licensing agreement expired on December 31, 2014.

In addition, on December 31, 2013 Hal Lansky entered into a Promissory Note with the Company in the sum of $50,000 in return for the Company agreeing to issue him 50,000,000 shares of the Company’s common stock. The stock was to be cancelled if the $50,000 due on the Note was not paid to the Company on or before July 1, 2014. The Company received the $50,000 on June 30, 2014 and as such the Note has been canceled and the funds have been added to the working capital of the Company. Furthermore, as reported in the 8-K filed with the SEC on January 24, 2015, J. Francisco resigned as an office and director of the Company, thus resigning all his positions and Harold Minksky was appointed the Company’s sole officer and director.

Current Status of our Business

The Company has not yet generated or realized any revenues from business operations. The Company's business strategy has changed to seeking potential merger candidates and we are now considered a shell as defined by the SEC. The Company's auditors have issued a going concern opinion in our audited financial statements for the fiscal year ended December 31, 2013. This means that our auditors believe there is doubt that the Company can continue as an on-going business for the next twelve months unless it obtains additional capital to pay its bills. This is because the Company has not generated any revenues and no revenues are currently anticipated. Accordingly, we must raise cash from sources such as investments by others in the Company and through possible transactions with strategic or joint venture partners. We do not plan to use any capital raised for the purchase or sale of any plant or significant equipment. The following discussion and analysis should be read in conjunction with the financial statements of the Company and the accompanying notes appearing subsequently under the caption "Financial Statements."

Comparison of Operating Results for the Three Months Ended June 30, 2014 to the Three Months Ended June 30, 2013

Revenues

The Company did not generate any revenues from operations for the three months ended June 30, 2014 or for the three months ended June 30, 2013. 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 June 30, 2014 were $2,088 as compared to $25,437 for the three month period ended June 30, 2013. The decrease of $23,349 is primarily attributable to the absence of legal fees in the quarter ended June 30, 2014 and the absence of auditor fees because the Company was not current with its financial statement filings.

Net Loss

Our net loss for the three month period ended June 30, 2014 was $2,239 as compared to a net loss for the three month period ended June 30, 2013 of $25,437. The reason for the decrease in loss is explained in the “Operating Expenses” section in the preceding paragraph.

Comparison of Operating Results for the Six Months Ended June 30, 2014 to the Six Months Ended June 30, 2013

Revenues

The Company did not generate any revenues from operations for the six months ended June 30, 2014 or for the six months ended June 30, 2013. 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 six months ended June 30, 2014 were $4,693 as compared to $35,348 for the six month period ended June 30, 2013. The decrease of $30,655 is primarily attributable to the absence of legal fees in the six months ended June 30, 2014 and the absence of auditor fees because the Company was not current with its financial statement filings.

Net Loss

Our net loss for the six month period ended June 30, 2014 was $4,844 as compared to a net loss for the six month period ended June 30, 2013 of $35,348. The reason for the decrease in loss is explained in the “Operating Expenses” section in the preceding paragraph.

At June 30, 2014, our accumulated deficit was $2,591,339 as compared to an accumulated deficit of $2,586,495 as of December 31, 2013. The increase in the accumulated deficit is a result of the $4,844 loss for the six months ended June 30, 2014.

Assets and Liabilities

As of June 30, 2014, our total assets were $50,620 as compared to $313 at December 31, 2013. The increase of $50,307 is attributable to an increase in cash of $50,307 resulting from $50,000 received from the sale of common stock, a cash inflow of $5,000 from a short term note payable reduced by net cash used in operating activities of $4,693.

Total Current Liabilities were $15,142at June 30, 2014 as compared to $9,991 at December 31, 2013. The $5,151 increase primarily results from a $5,000 short-term note loan received by the Company.

Financial Condition, Liquidity and Capital Resources

At June 30, 2014, we had cash and cash equivalents of $50,620. As of June 30, 2014 the Company’s only debt was comprised of a short term loan payable in the amount of $9,475 which is in default and a $5,000 short-term note payable. The Company also had other liabilities of $667 comprised of accrued expenses.

The Company had a working capital surplus of $35,478 at June 30, 2014 and a working capital deficit of $9,678 at December 31, 2013, respectively. The increase in working capital of $45,156 is attributable to proceeds from the sale of common stock of $50,000 reduced by the $4,844 loss for the six months ended June 30, 2014.

For the six months ended June 30, 2014 and 2013 the net cash used by operating activities was $4,693 and $35,348, respectively. For the June 30, 2014 period the $4,693 was comprised of the period’s loss of $4,844 less an increase in accrued expenses of $151. For the June 30, 2013 period the $35,348 was comprised entirely of the net loss for the respective period as there were no adjustments to reconcile net loss to net cash used by operating activities and there were no changes in operating assets and liabilities. The reason for the decline in loss is explained in the ‘Net Loss’ section shown above.

For the six months ended June 30, 2014 and 2013 the net cash provided by financing activities was $55,000 and $35,000, respectively. The $55,000 cash provided in the 2014 period is comprised of $50,000 from the sale of common stock and $5,000 from a short-term note payable. The $35,000 cash provided in the 2013 period is comprised of $50,000 from the sale of common stock reduced by $15,000 to redeem common stock.

For the six months ended June 30, 2014 the increase in cash was $50,307. For the six months ended June 30, 2013 the decrease in cash was $348. The reason for the increase in cash in 2014 is explained in the two preceding paragraphs.

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

Off-Balance Sheet Arrangements

We are not currently a party to, or otherwise involved with, any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial position, operating results, liquidity, capital expenditures of capital resources.

Not applicable for a smaller reporting company.

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.

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by our management, with the participation of the Chief Executive Officer / Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act")) as of June 30, 2014. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer / Chief Financial Officer, to allow timely decisions regarding required disclosures.

We lack proper internal controls and procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive, as appropriate, to allow timely decisions regarding required disclosure based on the definition of “disclosure controls and procedures” in Rule 13a-15(e). In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Management has identified certain material weaknesses relating to our internal controls and procedures. The reason for the ineffectiveness of our disclosure controls and procedures was the result of the lack of segregation of duties and responsibilities with respect to our cash control over the disbursements related thereto. The lack of segregation of duties resulted from our limited accounting staff.

In order to mitigate the material weakness over financial reporting attributable to a lack of segregation of duties, the Company engages an independent CPA who analyzes transactions quarterly and annually and prepares the Company’s quarterly and annual financial statements.  

Changes in Internal Control Over Financial Reporting

There was no change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the quarter ended June 30, 2014 that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

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.

None.

None

None

None.

(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:

* Filed herewith

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.

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