Longwen Group Corp. - Quarter Report: 2016 September (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: September 30, 2016   Commission file no.: 0-11596

ALLIED VENTURES HOLDINGS 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.)
3625 Cove Point Drive Salt Lake City, Utah		84109
(Address of principal executive offices)		(Zip Code)

 

Issuer’s telephone number: (801) 209-0740

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 [  ]      No[X]

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 [X]

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

 

	Large accelerated filer   [  ]	Accelerated filer                        [  ]

	Non-accelerated filer     [  ]	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   [  ]  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 10, 2016   there were 127,061 shares of voting stock of the registrant issued and outstanding.

TABLE OF CONTENTS

Heading

Page  

PART  I    —   FINANCIAL INFORMATION

Item 1.

Financial Statements

3

Item 2.

Management's Discussion and Analysis of Financial Condition and Results

of Operations

9

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

10

Item 4.

Controls and Procedures

11

PART II   —   OTHER INFORMATION

Item 1.

Legal Proceedings

12

Item 1A.

Risk Factors

12

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

12

Item 3.

Defaults Upon Senior Securities

12

Item 4.

Mine Safety Disclosures

12

Item 5.

Other Information

12

Item 6.

Exhibits

12

Signatures

12

ITEM 1.	FINANCIAL STATEMENTS

The balance sheets as of September 30, 2016 (unaudited) and December 31, 2015, the unaudited consolidated financial statements of registrant for the three and nine months ended September 30, 2016 and 2015 statements of cash flows for the nine months ending September 30, 2016 and 2015 follow.  The unaudited consolidated 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.  All such adjustments are of a normal and recurring nature.

Allied Ventures Holdings Corp.
Condensed Statements of Cash Flows
UNAUDITED
							For the Nine Months Ended September 30,
							2016						2015
OPERATING ACTIVITIES
	Net (loss)							(24,676)						(31,287)
	Adjustments to reconcile net (loss) to
		net cash used by operating activities:
	Gain on forgiveness  of debt							-						(5,705)
	Changes in operating assets
	and liabilities:
		Accounts payable						(7,360)						11,104
			Net Cash Used by
			Operating Activities						(32,036)						(25,888)
FINANCING ACTIVITIES
		Proceeds (Payment) of short term loans						32,200						(9,475)
			Net Cash Provided by
			Financing Activities						32,200						(9,475)
		NET INCREASE (DECREASE) IN CASH						164						(35,363)
		CASH AT BEGINNING
		OF PERIOD						-						35,363
		CASH AT END OF PERIOD						164				$		-
See accompanying notes to condensed financial statements.

ALLIED VENTURES HOLDING CORP.

NOTES TO FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2016

(Unaudited)

NOTE 1 – INTERIM FINANCIAL STATEMENTS

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, these condensed financial statements do not include all of the information and footnotes required for audited annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the condensed financial statements not misleading have been included. The balance sheet at December 31, 2015, has been derived from the Company’s audited financial statements as of that date.

 

The unaudited condensed financial statements included herein should be read in conjunction with the audited consolidated financial statements and the notes thereto that are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, that was filed with the SEC on March 8, 2016. The results of operations for the three and nine months ended September 30, 2016, are not necessarily indicative of the results to be expected for the full year.

 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  

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.

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.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)  

Basic Loss Per Share

Basic 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 loss 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.

Recent Accounting Pronouncements

From time to time new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations and cash flows when implemented.

 

NOTE 3 – GOING CONCERN

The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. The Company has not generated any revenues since inception. In addition, the Company has a working capital deficit of $38,896 and an accumulated deficit of $2,667,695 as of September 30, 2016.   These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management is considering options in order to address the Company’s financing requirements. Those options include the possible sale of common stock and debt financing. There can be no assurance that management will be able to obtain the necessary financing needed to continue as a going concern.

The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 4 – SHAREHOLDER LOAN

In 2016, the Company was advanced $32,200  by a investor. The loan is non-interest bearing and is due on demand.

NOTE 5 – STOCKHOLDER’S DEFICIENCY

  

The Company’s Board of Directors authorized a one-for-seven hundred fifty reverse stock split on February 25, 2016. All share information presented in these financial statements and accompanying footnotes has been retroactively adjusted to reflect the reduced number of shares resulting from the reverse stock split.

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.

 

 

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, 2015 and the September 30, 2015 financial statements include a going concern disclosure. 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 and Nine Months Ended September 30, 2016 to the Three and Nine Months Ended September 30, 2015

Revenues

 

The Company did not generate any revenues from operations for the three and nine months ended September 30, 2016 or for the three and nine months ended September 30, 2015. 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, 2016 were $3,710 as compared to $5,632 for the three month period ended September 30, 2015. The decrease of $1,922 is primarily attributable to a decrease in professional fees in the quarter ended September 30, 2016.   

General and administrative expenses for the nine months ended September 30, 2016 were $24,676 as compared to $36,178 for the nine month period ended September 30, 2015. The decrease of $11,502 is primarily attributable to the decrease in professional fees, accounting and auditor expenses.

Net Income (Loss)

Our net loss for the three month period ended September 30, 2016 was $3,710 as compared to a net income for the three month period ended September 30, 2015 of $73. The reason for the increase in loss is primarily attributable to $5,705 of income from forgiveness of debt realized in the three months ended September 30, 2015.

Our net loss for the nine month period ended September 30, 2016 was $24,676 as compared to a net loss for the nine month period ended September 30, 2015 of $31,287. The reason for the increase in loss is primarily due to a decrease general and administrative expenses of $11,502 offset by forgiveness of debt income of $5,705and a decrease in interest payable of $814.

At September 30, 2016, our accumulated deficit was $2,667,695 as compared to an accumulated deficit of $2,643.019 as of December 31, 2015. The increase in the accumulated deficit is a result of the $24,676 loss for the nine months ended September 30, 2016.

Assets and Liabilities

As of September 30, 2016, our total assets were $164 in cash as compared to $0 at December 31, 2015.

 The increase of $164 is attributable to a loan from an investor in the amount of $32,200 used for working capital to pay the accounts payable of $14,220 as of December 31, 2015 and general administrative expenses for the period that ended September of $24,676.

Total current liabilities (and total liabilities) were $39,060 at September 30, 2016 as compared to $14,220 December 31, 2015. The increase of $24,840 is attributable to payments made for accounts payable, payments made to professionals and an increase in notes payable of $32,200.

Financial Condition, Liquidity and Capital Resources

At September 30, 2016, we had $164 cash.  As of September 30, 2016 the Company’s only liabilities were to vendors comprised of accounts payable of $6,860 plus a note payable of $32,200.   

The Company had a working capital deficit of $38,896 at September 30, 2016 and working capital of $14,220 at December 31, 2015, respectively. The decline in working capital of $24,676 during the nine months ended September 30, 2016 is due to $25,888 of cash used in operating activities, and payment of accounts payable as of December 31, 2015  

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.

Item 3 - Quantitative and Qualitative Disclosures About Market Risk

 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.

 

ITEM 4.

CONTROLS AND PROCEDURES 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 September 30, , 2015. 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 March 31, 2014 that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting.

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 1A.    RISK FACTORS

             As a “smaller reporting company” we are not required to provide the information required by this item.

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds

    None

ITEM 3.	DEFAULTS IN SENIOR SECURITIES

    None

ITEM 4.	MINE SAFETY DISCLOSURE

   None

   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

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.

 

	Allied Ventures Holdings Corp.
Dated: November 10, 2016	By:	/s/  G. Reed Petersen
		G. Reed Petersen President and Chief Financial Officer