Longwen Group Corp. - Quarter Report: 2016 March (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: March 31, 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  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).  

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    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     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 13, 2016 there were 127,061 shares of voting stock of the registrant issued and outstanding.

 

 

Allied Ventures Holdings Corp.
(f/k/a Dephasium Corp.)
Condensed Statements of Operations
UNAUDITED
					Three Months Ended March 31,
					2016			2015
REVENUES				$	-		$	-
EXPENSES
	General and administrative				16,107			8,761
		Total Expenses			16,107			8,761
	LOSS FROM OPERATIONS				(16,107)			(8,761)
	OTHER EXPENSE
		Interest expense			-			407
LOSS BEFORE INCOME TAXES					(16,107)			(9,168)
	Provision for income taxes				-			-
NET LOSS				$	(16,107)		$	(9,168)
LOSS PER SHARE - BASIC AND DILUTED				$	(0.13)		$	(0.07)
WEIGHTED AVERAGE
OUTSTANDING SHARES
BASIC AND DILUTED					127,061			127,061
See accompanying notes to financial statements.

 

Allied Ventures Holding Corp.
(f/k/a Dephasium Corp.)
Condensed Statements of Cash Flows
UNAUDITED
					Three Months Ended March 31,
					2016		2015
OPERATING ACTIVITIES
	Net (loss)				$        (16,107)		$          (9,168)
	Adjustments to reconcile net (loss) to
	net cash used by operating activities:
	Changes in operating assets and liabilities:
		(Decrease) Increase in accounts payable and accrued expenses			(13,220)		2,407
			NET CASH USED BY OPERATING ACTIVITIES		(29,327)		(6,761)
FINANCING ACTIVITIES
		Loan from shareholder			30,500		-
			NET CASH PROVIDED BY FINANCING ACTIVITIES		30,500		-
		NET INCREASE (DECREASE) IN CASH			1,173		(6,761)
		CASH AT BEGINNING
		OF PERIOD			-		35,363
		CASH AT END OF PERIOD			$            1,173		$          28,602
See accompanying notes to financial statements.

ALLIED VENTURES HOLDING CORP.

(f/k/a DEPHASIUM CORP.)

NOTES TO FINANCIAL STATEMENTS

AS OF MARCH 31, 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 months ended March 31, 2016, are not necessarily indicative of the results to be expected for the full year.

 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  

Recent Accounting Pronouncements

The Company evaluated accounting pronouncements issued in 2015 and determined that none applied to the Company’s financial statements and it 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 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 $30,327 and an accumulated deficit of $2,659,126 as of March 31, 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

The Company was advanced $30,500 by a shareholder to pay-off debt and for working capital purposes. The loan is non-interest bearing and is payable on demand.

NOTE 5 – STOCKHOLDERS’ DEFICIENCY – REVERSE STOCK SPLIT

  

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.

NOTE 6 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date the financial statements were issued. There have been no events that would require disclosure or adjustments to the financial statements.

ITEM 2.	MANAGEMENTS DISCUSSION AND ANALYSIS OF PLAN OF OPERATION

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, 2014 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 Months Ended March 31, 2016 and 2015.

Revenues

 

The Company did not generate any revenues from operations for the three months ended March 31, 2016 and 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 March 31, 2016 and 2015 were $16,107 and $8,761, respectively. The increase of $7,346 is primarily attributable to an increase in professional fees.   

Net Loss

Our net loss for the three month period ended March 31, 2016 was $16,107 as compared to a net loss for the three month period ended March 31, 2015 of $9 , 168. The reason for the increase in loss is primarily attributable to an increase professional fees.   

At March 31, 2016, our accumulated deficit was $2,659,126 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 $16,107 loss for the three months ended March 31, 2016.

Assets and Liabilities

As of March 31, 2016, our total current assets and total assets were $1,173 as compared to $-0- at December 31, 2015. The increase of $1,173 is attributable to an increase in cash of $1,173 resulting from a shareholder loan during the three months ended March 31, 2016.  

Total current liabilities (and total liabilities) were $31,500 at March 31, 2016 as compared to $14,220 at December 31, 2015. The increase of $17,280 is attributable to an increase in shareholder loan of $30,500 offset by a decrease in accounts payable and accrued expenses of $13,220.

Financial Condition, Liquidity and Capital Resources

At March 31, 2016, we had cash of $1,173, no cash equivalents, and $31,500 of liabilities of which $30,500 was a loan payable to a shareholder.   

The Company had a working capital deficit of $30,327 at March 31, 2016 and a working capital deficit of $14,220 at December 31, 2015. The decline in working capital of $16,107 during the three months ended March 31, 2016 is due to an increase in shareholder loan of $30,500 offset by a $13,220 decrease in accounts payable and accrued expenses and an increase in cash of $1,173.  

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 4T.

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 March 31, 2016. 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, 2016 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 2.	Unregistered Sales of Equity Securities and Use of Proceeds

None.

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

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: May 13, 2016	By:	/s/  G. Reed Petersen
		G. Reed Petersen President and Chief Financial Officer