UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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the quarterly period ended
or
For the transition period from ______ to ______
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Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
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Indicate
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☐ | Smaller reporting company | ||
| Emerging growth company |
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As of May 13, 2024, the registrant had shares of common stock outstanding.
LONGWEN GROUP CORP.
QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED March 31, 2024
TABLE OF CONTENTS
| 2 |
NOTE ABOUT FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” and similar expressions are intended to identify forward-looking statements.
These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in the section entitled “Risk Factors”, beginning on page 5 of our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities & Exchange Commission (“SEC”) on April 1, 2024. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make.
We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
Unless expressly indicated or the context requires otherwise, the terms “Company,” “we,” “us,” and “our” in this document refer Longwen Group Corp., a Nevada corporation.
| 3 |
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LONGWEN GROUP CORP.
INDEX TO FINANCIAL STATEMENTS
| 4 |
LONGWEN GROUP CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| March 31, 2024 | December 31, 2023 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Inventories | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Current assets from discontinued operations | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Goodwill | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Shareholder loan | ||||||||
| Loans from third parties | ||||||||
| Advances from customers | ||||||||
| Current liabilities from discontinued operations | ||||||||
| Total current liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Preferred stock, $ par value, authorized, shares issued and outstanding | ||||||||
| Common stock, $ par value, authorized, and shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively | ||||||||
| Common stock issuable | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income (loss) | ( | ) | ||||||
| TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | ( | ) | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 5 |
LONGWEN GROUP CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS
(UNAUDITED)
| For the three months ended March 31, | ||||||||
| 2024 | 2023 | |||||||
| Revenues | ||||||||
| Consulting service income | $ | $ | ||||||
| Online product sales | ||||||||
| Offline product sales – related party | ||||||||
| Offline product sales | ||||||||
| Total revenues | ||||||||
| Cost of revenues | ||||||||
| Online product sales | ||||||||
| Offline product sales | ||||||||
| Total cost of revenues | ||||||||
| Gross profit | ||||||||
| Operating expenses: | ||||||||
| Professional expenses | ||||||||
| Share-based compensation | ||||||||
| Selling, general and administrative expenses | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expenses): | ||||||||
| Interest expenses | ( | ) | ( | ) | ||||
| Other expenses, net | ( | ) | ( | ) | ||||
| Total other expenses, net | ( | ) | ( | ) | ||||
| Net loss from continuing operations | ( | ) | ( | ) | ||||
| Gain from discontinued operations (including disposal gain of $ | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Other comprehensive income | ||||||||
| Foreign currency translation gain | ||||||||
| Comprehensive loss | $ | ( | ) | $ | ( | ) | ||
| Weighted average shares outstanding: | ||||||||
| Basic and diluted | ||||||||
| Loss per share: | ||||||||
| Continuing operations | $ | ) | $ | ) | ||||
| Discontinued operations | ||||||||
| Basic and diluted | $ | ) | $ | ) | ||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 6 |
LONGWEN GROUP CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| For the three months ended March 31, | ||||||||
| 2024 | 2023 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustment to reconcile net loss used in operating activities: | ||||||||
| Gain from discontinued operations | ( | ) | ( | ) | ||||
| Depreciation and amortization | ||||||||
| Share-based compensation | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Accounts receivable | ( | ) | ||||||
| Inventories | ( | ) | ( | ) | ||||
| Accounts payable and accrued liabilities | ||||||||
| Advances from customers | ( | ) | ||||||
| Net cash used in operating activities from continuing operations | ( | ) | ( | ) | ||||
| Net cash used in operating activities from discontinued operations | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchase of property and equipment | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from third parties | ||||||||
| Proceeds from a shareholder | ||||||||
| Repayment to shareholder | ( | ) | ( | ) | ||||
| Proceeds from issuance of common stock | ||||||||
| Net cash provided by financing activities from continuing operations | ||||||||
| Net cash provided by financing activities from discontinued operations | ||||||||
| Net cash used in financing activities | ||||||||
| Effect of exchange rate changes in cash and cash equivalents from continuing operations | ||||||||
| Effect of exchange rate changes in cash and cash equivalents from discontinued operations | ( | ) | ||||||
| Net increase (decrease) in cash and cash equivalents from continuing operations | ( | ) | ||||||
| Net increase in cash and cash equivalents from discontinued operations | ||||||||
| Cash and cash equivalents, beginning balance | ||||||||
| Cash and cash equivalents, ending balance | $ | $ | ||||||
| Supplement Disclosures: | ||||||||
| Interest paid | $ | $ | ||||||
| Income tax paid | $ | $ | ||||||
| Supplemental Disclosures of Non-Cash Investing and Financing Activities | ||||||||
| Repayment of commercial loan by related party on behalf of the Company | $ | $ | ||||||
| Common stocks issued for debt settlement | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 7 |
LONGWEN GROUP CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
(UNAUDITED)
| Preferred Stock Shares | Preferred Stock Amount | Common Stock Shares | Common Stock Amount | Common stock issuable | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total Shareholders’ Equity (Deficit) | ||||||||||||||||||||||||||||
| Balance December 31, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||
| Share-based compensation | — | |||||||||||||||||||||||||||||||||||
| Share cancellation | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Common stock issued for cash | — | |||||||||||||||||||||||||||||||||||
| Common stock issuable for cash received | — | — | ||||||||||||||||||||||||||||||||||
| Common stock issued for debt settlement | — | |||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | ||||||||||||||||||||||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Balance March 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||||||||||||
| Preferred Stock Shares | Preferred Stock Amount | Common Stock Shares | Common Stock Amount | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Total Shareholders’ Equity | |||||||||||||||||||||||||
| Balance December 31, 2022 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||||
| Shares issued for compensation | — | |||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | ||||||||||||||||||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance March 31, 2023 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 8 |
LONGWEN GROUP CORP. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES
Longwen Group Corp. (the “Company”), was originally incorporated as Expertelligence, Inc in the State of California on March 31, 1980 and reincorporated in the State of Nevada on November 17, 2005. On January 23, 2017 the Company amended its Articles of Incorporation (“Charter Amendment”) to affect its name change of Longwen Group Corp with trading symbol of “LWLW”. On April 23, 2024, pursuant to the Company’s majority shareholder consent and board approval dated on April 5, 2024, the Company amended its Article of Incorporation with Nevada State and changed its name to Wenyuan Group Corp. The name and symbol change are currently under the review by The Financial Industry Regulatory Authority (“FINRA”).
On
February 23, 2022, the Company entered into an Acquisition Agreement with a third-party individual to acquire the
On
October 11, 2022, the Company and its subsidiary, Hangzhou Wenyuan entered into an Acquisition Agreement with a third-party individual
to acquire
On March 3, 2023, Hangzhou Wenyuan established a new subsidiary, Huzhou Wohong Fishery Co., Ltd. (“HWF”), to operate the aquacultural breeding, wholesale and retail of aquaculture products and etc. Due to the change in the economic situation and lower-than-expected sales of aquacultural products, our management decided to change the HWF’s operations and on March 27, 2024, HWF entered into an agreement with a counterparty to sell certain assets and liabilities of HWF. HWF was identified as discontinued operations with aquacultural products sales. Such assets and liabilities are classified as assets and liabilities held for sale, and the sale was closed on March 27, 2024.
| 9 |
LONGWEN GROUP CORP. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The accompanying unaudited consolidated financial statements include the accounts of the Company and its subsidiaries as described in Note 1. All significant intercompany transactions and balances have been eliminated in the consolidation.
Basis of Presentation
The unaudited consolidated financial statements presented herein have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the instructions to Regulation S-X. Accordingly, the financial statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair statement of the financial statements have been included. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.
Use of Estimates
The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual results may differ from those estimates and assumptions.
Foreign Currency Transactions
The Company’s consolidated financial statements are presented in U.S. dollars ($), which is the Company’s reporting and functional currency. The functional currencies of the Company’s subsidiaries including Hangzhou Wenyuan, HWAC and HWF, are RMB. The resulting translation adjustments are reported under other comprehensive loss in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 220 (“ASC 220”), “Reporting Comprehensive Income”. Gains and losses resulting from the translation of foreign currency transactions are reflected in the consolidated statements of operations and other comprehensive income. Monetary assets and liabilities denominated in foreign currency are translated at the functional currency using the rate of exchange prevailing at the balance sheet date. Any differences are taken to profit or loss as a gain or loss on foreign currency translation in the consolidated statements of operations and other comprehensive income.
The Company translates the assets and liabilities into U.S. dollars using the rate of exchange prevailing at the balance sheet date and the statements of operations and cash flows are translated at an average rate during the reporting period. Adjustments resulting from the translation from RMB into U.S. dollars are recorded in shareholders’ equity as part of accumulated other comprehensive loss. The exchange rate used for financial statements are as follows:
Average Rate for the three months ended March 31, | ||||||||
| 2024 | 2023 | |||||||
| China yuan (RMB) | RMB | RMB | ||||||
| United States dollar ($) | $ | $ | ||||||
| Exchange Rate at | ||||||||
| March 31, 2024 | December 31, 2023 | |||||||
| China yuan (RMB) | RMB | RMB | ||||||
| United States dollar ($) | $ | $ | ||||||
| 10 |
LONGWEN GROUP CORP. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Inventories
Inventories consist of finished products and are stated at the lower of cost or net realizable value. Cost is calculated by applying the weighted average cost method. The Company regularly reviews inventory quantities on hand and writes down to its net realizable value any inventory that it believes to be impaired. Management considers forecast demand in relation to the inventory on hand, competitiveness of product offerings, market conditions and product life cycles when determining excess and obsolescence and net realizable value adjustments. Once inventory is written down and a new cost basis is established, it is not written back up if demand increases.
Property and equipment
Depreciation
on property and equipment is recognized on a straight-line basis over the estimated useful lives of the assets, for which the remaining
term of the legal title for the office space and
Impairment of Long-Lived Assets
The Company evaluates property and equipment and finite-lived intangible assets for impairment whenever events or circumstances indicate that the carrying amounts of such assets may not be recoverable. Recoverability is measured by comparing the carrying amount of an asset or an asset group to estimated undiscounted future net cash flows expected to be generated. If the carrying amount of the long–lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values, and third–party independent appraisals, as considered necessary.
Revenue Recognition
The Company recognizes revenue when a customer obtains control of promised products or services, in an amount that reflects the consideration expected to be received in exchange for those products or services. The Company follows the five-step model prescribed under Topic 606: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the Company satisfies each performance obligation. Revenues are presented net of any sales or value added taxes collected from customers and remitted to the government.
The Company’s consulting service income consists of the delivery of focused insights and recommendations that assist customers with their challenges in developing and executing strategies around their trade business and financial reporting processes. The consulting services provided are fixed-fee arrangements that are generally in one-year term. The Company has concluded that each contract represents a single performance obligation as each is a single promise to deliver a customized engagement and deliverable. For the majority of these services, either practically or contractually, the work performed and delivered to the customer has no alternative use to the Company. Additionally, the Company maintains an enforceable right to payment at all times throughout the contract.
The Company’s online product sales consists of selling products to end customers through online channel, such as apps embedded in Wechat. Revenue is recognized at a point in time when the product is delivered to and accepted by end customers.
The Company’s aquaculture product sales consist of selling aquacultural products to customers through offline channel. Revenue is recognized at a point in time when the products are delivered to and accepted by end customers. The Company concludes the presentation of revenue generated from selling of aquaculture products is at a gross basis as the Company acts as a principal by controlling sales transactions provided to their customers. Due to the change of the economic situation and the sales of aquacultural products was not as expected, the management intended to change the Company’s operations and on March 27, 2024, the Company entered into an agreement with a counterparty to sell certain assets and liabilities of HWF. HWF was identified as discontinued operations with aquacultural products.
Concentration
During
the three months ended March 31, 2024, the Company generated
The Company accounts for stock options and other equity-based compensation issued in accordance with ASC 718 “Stock Compensation”, which requires the measurement and recognition of compensation expense related to the fair value of equity-based compensation awards that are ultimately expected to vest. Stock-based compensation expense recognized includes the compensation cost for all share-based compensation payments granted to employees and nonemployees, net of estimated forfeitures, over the employees’ requisite service period or the non-employee performance period based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC 718 is also applied to awards modified, repurchased, or cancelled during the periods reported.
| 11 |
LONGWEN GROUP CORP. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Income Taxes
The Company accounts for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
Related Parties
The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.
Fair Value Measurements
Fair value accounting establishes a framework for measuring fair value and expands disclosure about fair value measurements. Fair value, which 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. This framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:
| ● | Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
| ● | Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liabilities, either directly or indirectly, for substantially the full term of the financial instruments. |
| ● | Level 3 inputs to the valuation methodology are unobservable and significant to the fair value. |
As of March 31, 2024 and December 31, 2023, 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. The carrying value of the Company’s cash, loans from third parties, shareholder loans and accounts payable and accrued liabilities approximates the fair value due to the short-term maturity.
Segment Reporting
Accounting Standards Codification (“ASC”) 280, “Segment Reporting,” requires public companies to report financial and descriptive information about their reportable operating segments. We identify our operating segments based on how our chief operating decision maker internally evaluates separate financial information, business activities and management responsibility. During the three months ended March 31, 2024 and 2023, the Company determined that we have one reportable segment as we manage the business from the geography location.
Accounting Standards Issued but Not Yet Adopted
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amended guidance requires incremental reportable segment disclosures, primarily about significant segment expenses. The amendments also require entities with a single reportable segment to provide all disclosures required by these amendments, and all existing segment disclosures. The amendments will be applied retrospectively to all prior periods presented in the financial statements and is effective for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently in the process of evaluating the impact this amended guidance may have on the footnotes to its consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amended guidance enhances income tax disclosures primarily related to the effective tax rate reconciliation and income taxes paid information. This guidance requires disclosure of specific categories in the effective tax rate reconciliation and further information on reconciling items meeting a quantitative threshold. In addition, the amended guidance requires disaggregating income taxes paid (net of refunds received) by federal, state, and foreign taxes. It also requires disaggregating individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). The amended guidance is effective for fiscal years beginning after December 15, 2024. The guidance can be applied either prospectively or retrospectively. The Company is currently in the process of evaluating the impact this amended guidance may have on the footnotes to our consolidated financial statements.
There were also other updates recently issued and the management does not believe that other than disclosed above, accounting pronouncements the recently issued but not yet adopted will have a material impact on its financial position results of operations or cash flows.
| 12 |
LONGWEN GROUP CORP. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 – GOING CONCERN
The
Company’s consolidated 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. During the three months ended March 31, 2024,
the Company incurred a net loss of $
The Company’s future success is dependent upon its ability to acquire and achieve business with profitable operations, generate cash from operating activities and obtain additional financing. The Company intends to raise funds from the issuance of equity and/or debt securities, but there is no assurance that additional funds from the issuance of equity will be available for the Company to finance its operations on acceptable terms, or at all. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 4 – PROPERTY AND EQUIPMENT, NET
As of March 31, 2024 and December 31, 2023, property and equipment consisted of the following:
| March 31, 2024 | December 31, 2023 | |||||||
| Equipment | $ | $ | ||||||
| Property | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Total property and equipment, net | $ | $ | ||||||
On
September 28, 2022, the Company consummated an office suite purchase agreement with a third party. Pursuant to the agreement, the Company
issued common stocks of the Company to purchase a 118-square-meter office suite located in Hangzhou City, Zhejiang Province,
China. The cost of the office suite was measured at the fair value of the issued common stocks on the closing date of $
Depreciation
expenses were $
| 13 |
LONGWEN GROUP CORP. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 – LOANS FROM THIRD PARTIES
The Company’s loans from third parties consisted of the following as of March 31, 2024 and December 31, 2023:
| March 31, 2024 | December 31, 2023 | |||||||
| Loan from a third-party lender; unsecure, bearing an interest rate of | $ | $ | ||||||
| Total loans | ||||||||
| Less: current portion | ( | ) | ||||||
| Total non-current portion | $ | $ | ||||||
On
December 31, 2019, the Company entered into a loan agreement of $
During
the three months ended March 31, 2023, the Company borrowed $
During
the three months ended March 31, 2023, the Company borrowed $
| 14 |
LONGWEN GROUP CORP. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 – STOCKHOLDERS’ EQUITY
Common Stocks
As of March 31, 2024 and December 31, 2023, the Company had and shares of common stock issued and outstanding, respectively.
In May and June 2023, the Company sold a total of shares of common stock to forty-nine (49) non-U.S. investors at $ per share for cash consideration. In December 2023, the Company sold a total of shares of common stock to three (3) non-U.S. investors at $ per share for cash consideration. The Company relied upon Regulation S of the Securities Act of 1933, as amended, for the sale of these securities. No commissions were paid regarding the share issuance and the share certificates were issued with a Rule 144 restrictive legend.
During
the three months ended March 31, 2024, the Company sold shares of common stock to fifteen non-U.S. investors
at $per share, with total proceeds of $
| 15 |
LONGWEN GROUP CORP. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 – STOCKHOLDERS’ EQUITY (continued)
2022 Equity Incentive Plan
On November 7, 2022, the Board adopted an equity incentive plan to increase stockholder value and to advance the interests of the Company by furnishing a variety of economic incentives (“Incentives”) designed to attract, retain and motivate employees, certain key consultants and directors of the Company (the “2022 Equity Incentive Plan”). Under the 2022 Equity Incentive Plan, the Company can issue up to shares of common stock of the Company. Incentives may be granted in any one or a combination of: (a) incentive stock options and non-statutory stock options; (b) stock appreciation rights; (c) stock awards; (d) restricted stock; and (e) performance shares. Such incentives may be subject to vesting conditions determined by the Board of Directors at grant. The maximum term of options or other stock-based award granted is ten years or such lesser time as determined by the Board of Directors at the time of grant.
On
January 19, 2023, the Company granted total shares of common stock of the Company to six employees and one consultant pursuant
to the Company’s 2022 Equity Incentive Plan. The fair value of the shares totaled of $
On
June 29, 2023, the Company granted a total of shares of common stock of the Company to two employees pursuant to the Company’s
2022 Equity Incentive Plan. The fair value of the shares totaled of $
During
the three months ended March 31, 2024, the Company granted
shares of common stocks of the Company which vested immediately, to two employees pursuant to the Company’s 2022 Equity
Incentive Plan. The fair value of the shares totaled of $
As of March 31, 2024 and December 31, 2023, the Company’s common shares issuable under the 2022 Equity Incentive Plan totaled and , respectively.
2023 Equity Incentive Plan
As of March 31, 2024 and December 31, 2023, no shares have been issued under the Company’s 2023 Equity Incentive Plan, and the Company’s common shares issuable under the 2023 Equity Incentive Plan totaled and , respectively.
A summary of equity incentive activities for the three months ended March 31, 2024 is as follows:
| Number of Shares | Weighted Average Grant Date Fair Value | |||||||
| Issued and vested as of January 1, 2023 | ||||||||
| Granted and vested | ||||||||
| Forfeited and cancelled | ( | ) | ||||||
| Issued and vested as of January 1, 2024 | $ | |||||||
| Forfeited and cancelled | ( | ) | ||||||
| Granted and vested | ||||||||
| Issued and vested as of March 31, 2024 | $ | |||||||
The total fair value of shares issued for incentive that vested was $ million and $ million during the three months ended March 31, 2024 and 2023, respectively.
| 16 |
LONGWEN GROUP CORP. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8 – RELATED PARTY TRANSACTIONS
During
the three months ended March 31, 2022, the Company borrowed total $
During
the three months ended March 31, 2023, the wife of President of the Company, repaid commercial loan and accrued interest in the total
amount of $
The President’s wife further paid expenses in
the total amount of $
During
the three months ended March 31, 2024, the Company recognized employee compensation expenses of $
The
Company conducted offline product sales to a closed relative of the President’s wife, totaling $
During
the three months ended March 31, 2023, the Company purchased inventory in the total amount of $
NOTE 9 – DISCONTINUED OPERATIONS
Management intended to change its operation focus and entered into an agreement with a counterparty to sell certain assets and liabilities of HWF as of March 31, 2024 for consideration of $ on March 27, 2024, which was closed on March 31, 2024. By selling off these assets and liabilities, management was signaling a shift away from aquaculture trading, which met the criteria to be reported as a discontinued operation and HWF as identified as discontinued operations as a result.
Total disposed assets and liabilities from discontinued operations as of March 31, 2024, were as below:
| March 31, 2024 | ||||
| ASSETS | ||||
| Current assets | ||||
| Prepaid expenses and other current assets | ||||
| Accounts receivable | $ | |||
| Total current assets | $ | |||
| TOTAL ASSETS DISPOSED FROM DISCONTINUED OPERATIONS | $ | |||
| LIABILITIES | ||||
| Current liabilities: | ||||
| Accounts payable and accrued liabilities | $ | |||
| Other payable | ||||
| Total current liabilities | ||||
| TOTAL LIABILITIES DISPOSED FROM DISCONTINUED OPERATIONS | $ | |||
| Disposal gain | $ | |||
| 17 |
LONGWEN GROUP CORP. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2024 and 2023, results of operations from HWF are as below:
| For the months ended March 31, | ||||||||
| 2024 | 2023 | |||||||
| Revenues | ||||||||
| Aquaculture product sales | $ | $ | ||||||
| Total revenues | ||||||||
| Cost of revenues | ||||||||
| Cost of Aquaculture product | ||||||||
| Total cost of revenues | ||||||||
| Gross profit | ||||||||
| Operating expenses: | ||||||||
| Selling, general and administrative expenses | ||||||||
| Total operating expenses | ||||||||
| Income from operations of discontinued operations | ||||||||
| Other expenses: | ||||||||
| Other expenses, net | ||||||||
| Total other expenses, net | ||||||||
| Net (loss) income before income tax from discontinued operations | ( | ) | ||||||
| Income tax recovery (expense) | ( | ) | ||||||
| Net income from discontinued operations, net of taxes before gain from sale of discontinued operations | ||||||||
| Gain from sale of discontinued operations, net of taxes | ||||||||
| Loss from discontinued operations | $ | |||||||
NOTE 10 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the date the financial statements were issued and filed with the Securities and Exchange Commission. Based on our evaluation, no other event has occurred requiring adjustment or disclosure, except the following:
On
April 3, 2024, the Company issued shares of common stocks to three (3) individual non-U.S. investors at $ per share for cash
consideration. The consideration consisted of the $
On April 10, 2024, Hangzhou Yusu was renamed to Hangzhou Wenyuan Art and Culture Co., Ltd. (“HWAC”)
| 18 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Quarterly Report on Form 10-Q contains forward-looking statements, particularly those identified with the words, “anticipates,” “believes,” “expects,” “plans,” “intends,” “objectives,” and similar expressions. These statements reflect management’s best judgment based on factors known at the time of such statements. The reader may find discussions containing such forward-looking statements in the material set forth under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” generally, and specifically therein under the captions “Liquidity and Capital Resources” as well as elsewhere in this Quarterly Report on Form 10-Q. Actual events or results may differ materially from those discussed herein. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guarantee, or warranty is to be inferred from those forward-looking statements. The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.
Overview
Longwen Group Corp. (the “Company”), was originally incorporated as Expertelligence, Inc in the State of California on March 31, 1980 and reincorporated in the State of Nevada on November 17, 2005. On January 23, 2017, after a series of various name changes, the Company amended its Articles of Incorporation (“Charter Amendment”) to affect its name change of Longwen Group Corp with trading symbol of “LWLW”. On April 23, 2024, pursuant to the Company’s majority shareholder consent and board approval dated on April 5, 2024, the Company amended its Article of Incorporation with Nevada State to change its name to Wenyuan Group Corp. The name and symbol change of the Company is now under review by the Financial Industry Regulatory Authority (“FINRA”).
The Company underwent a change of control on January 21, 2016, at which time Harold Minsky resigned in all officer positions. G. Reed Petersen and White Rim Cattle Company LLC each purchased 25,000,000 shares of common stock of the Company from Harold Minsky. Mr. Petersen is the Member Manager of White Rim Cattle Company, LLC and thus can be considered a control person of all 50,000,000 shares of stock of the Company. Pursuant to a Board of Directors meeting, Mr. Petersen was elected to and accepted all the officer positions previously held by Harold Minsky.
On or about April 5, 2016, the Company affected a 1 for 750 share reverse split of its issued and outstanding common stock. On such date, the Company’s common stock was reduced from 95,164,140 to 127,061 shares outstanding.
Effective November 29, 2016, G. Reed Peterson sold 66,667 shares of common stock of the Company to Longwen Group Corporation (Cayman Island), a Cayman Island company (“Longwen Cayman”). All of the shares held by Longwen Cayman are restricted securities. As a result of the transactions, Mr. Petersen no longer owns any of the Company’s capital stock or securities and he and his affiliates waived all loans and other amounts due to the Company. In addition, on such date, Mr. Petersen resigned in all officer capacities from the Company, and Mr. Xizhen Ye, President of Longwen Cayman, was appointed as a sole Director of the Company and President and Chief Executive Officer and Chief Financial Officer of the Company.
From August 2018 to June 2021, the Company continued to seek for new business opportunities in order to increase its value of the common stock. However, due to the impact of the Covid-19 pandemic, the progress was delayed and the business goal was not successfully achieved.
| 19 |
On June 9, 2021, Anthony Lombardo (“Lombardo”) filed an Application for Appointment of Custodian (“Application”) with the Eighth Judicial District Court in Nevada to request the custodianship of the Company due to the Company’s non-response and late filing with the State of Nevada.
On June 24, 2021, a hearing was held on this Application, where Lombardo was named temporary custodian of the Company. Subsequently after Lombardo’s custodianship, Deanna Johnson was appointed as the CEO, CFO and Secretary of the Company. On September 1, 2021, Deanna Johnson appointed Joseph Passalaqua (“Joseph”) as CEO, CFO and Secretary and resigned from all positions in the Company, On October 25, 2021, Mr. Xizhen Ye (“Ye”), who was the officer and director of the Company prior to Lombardo’s custodianship, and Longwen Group Corporation, a Cayman Island corporation, filed a Motion to Dissolve Custodianship (“Motion”) with the Eighth Judicial District Court of Nevada State. On January 12, 2022, in accordance with a Settlement Agreement regarding Lombardo’s custodianship, Mr. Ye was reinstated his positions as the officer and director of the Company, along with the reinstatement of the other Company’s director, Lizhong Lu, who was also in place prior to Lombardo’s custodianship. On February 9, 2022, pursuant to the Settlement Agreement, Joseph transferred 65,000,000 common stocks of the Company owned by him to Mr. Ye. On February 17, 2022, the Eighth Judicial District Court formally dismissed Lombardo’s custodianship for the Company.
On February 23, 2022, the Company entered into an Acquisition Agreement with a third-party individual to acquire the 100% ownership of Hangzhou Wenyuan Enterprise Management Co., Ltd. (“Hangzhou Wenyuan”) (FKA: Hangzhou Longwen Enterprise Management Co., Ltd or “Hangzhou Longwen”), a wholly foreign-owned enterprise (“WOFE”) in Hangzhou, the People’s Republic of China (the “PRC”), for a total cash consideration of $1,000. As a result of the acquisition, Hangzhou Wenyuan became the Company’s wholly owned subsidiary in the PRC. Hangzhou Wenyuan was originally registered on January 4, 2012 and has minimum operations since its inception. The Company recognize $993 goodwill upon consummated the acquisition. On February 27, 2024, Hangzhou Longwen Enterprise Management Co., Ltd changed its name to Hangzhou Wenyuan Enterprise Management Co., Ltd. through Hangzhou Market Supervision and Administration Bureau in China.
On October 11, 2022, the Company and its subsidiary, Hangzhou Wenyuan entered into an Acquisition Agreement with a third-party individual to acquire 100% ownership of Hangzhou Wenyuan Art and Culture Co., Ltd. (“HWAC”) (FKA: Hangzhou Yusu Trading Co., Ltd. or “Hangzhou Yushu”), a limited liability company in Hangzhou, the People’s Republic of China (the “PRC”), for a total cash consideration of RMB 1,000 or about USD $141. Upon consummated HWAC became Hangzhou Wenyuan’s wholly owned subsidiary in the PRC. HWAC was originally registered on April 20, 2020 and has minimum operations since its inception. The Company recognize goodwill of $139 upon consummated the acquisition. On April 10, 2024, Hangzhou Yusu was renamed to Hangzhou Wenyuan Art and Culture Co., Ltd (“HWAC”).
On March 3, 2023, Hangzhou Wenyuan established a new subsidiary, Huzhou Wohong Fishery Co., Ltd. (“HWF”), to operate the aquacultural breeding, wholesale and retail of aquaculture products and etc. Due to the change in the economic situation and lower-than-expected sales of aquacultural products, our management decided to alter the HWF’s operations and on March 27, 2024, HWF entered into an agreement with a counterparty to sell certain assets and liabilities of HWF. HWF was identified as discontinued operations with aquacultural products sales. Such assets and liabilities are classified as assets and liabilities held for sale, and the sale was closed on March 27, 2024.
Results of operation for the three months ended March 31, 2024 and 2023
Discontinued Operations – Aquacultural product sales
On March 3, 2023, Hangzhou Wenyuan established a new subsidiary, Huzhou Wohong Fishery Co., Ltd. (“HWF”), to operate the aquacultural breeding, wholesale and retail of aquaculture products and etc. During the three months ended March 31, 2024 and 2023, the Company generated $nil and $221,601 of revenue from its aquaculture product sales through HWF. The aquacultural product sales was an important source of revenue for the Company in the year 2023. However, due to the changes in the economic situation and lower-than-expected sales of aquacultural products, our management decided to alter its operations. On March 27, 2024, HWF entered into an agreement with a counterparty to sell certain assets and liabilities of HWF. Consequently, HWF was identified as discontinued operations with aquacultural product sales in the accompanying unaudited consolidated financial statements. Net income from discontinued operations for the three months ended March 31, 2024 and 2023, amounted to $6,532 and $16,019, respectively.
Revenue
During the three months ended on March 31, 2024, the Company generated $nil of revenue from its consulting services compared to $13,026 for the period of the same quarter of year 2023. The Company has terminated all consulting agreements with previous service recipients by the end of year 2023 due to the Company’s business strategy adjustment. Also in the year 2023, the Company’s subsidiary, HWF discontinued operations with its aquacultural products due to the changes in economic situation and lower-than-expected sales of aquacultural products. During the three months ended March 31, 2024, the Company generated $Nil in revenue from online product sales, compared to $6,082 online product sales during the same quarter in 2023.
Starting from the first quarter of 2024, the Company initiated the sale of cultural and health products through its subsidiary, HWAC. For the three months ending on March 31, 2024, the Company generated $40,404 in revenue from offline product sales including related party sales, and these sales consisted of cultural and health product, as compared to $Nil offline product sales during the same quarter in 2023. The management expects this newly added business segment of cultural and health product will become a new driving force for the Company’s revenue growth in 2024.
| 20 |
| For the three months ended March 31, | Increase | Percentage | ||||||||||||||
| 2024 | 2023 | (Decrease) | Change | |||||||||||||
| Consulting services | $ | - | $ | 13,026 | $ | (13,026 | ) | (100 | )% | |||||||
| Online product sales | - | 6,082 | (6,082 | ) | (100 | )% | ||||||||||
| Offline product sales – related party | 16,710 | - | 16,710 | 100 | % | |||||||||||
| Offline product sales | 23,694 | - | 23,694 | 100 | % | |||||||||||
| $ | 40,404 | $ | 19,108 | $ | 21,296 | 111 | % | |||||||||
Cost of Revenues
For the three months ended March 31, 2024, our cost of revenues for online product sales amounted to $Nil as compared to $2,199 for the three months ended March 31, 2023, a decrease of $2,199. Our cost of revenues for offline product sales in the first quarter of 2024 amounted to $29,838 as compared to $Nil for the three months ended March 31, 2023, an increase of $29,838. The increasing was primarily attributable to our offline product sales increased.
Operating Expense
For the three months ended March 31, 2024, our operating expense amounts to $488,632, as compared to $651,685 for the three months ended March 31, 2023, a decrease of $163,053. The decrease was mainly due to the decreased in share-based compensation and professional expenses.
During the three months ended March 31, 2024 and 2023, the Company incurred selling, general and administrative expenses of $92,977 and $78,530, respectively. The SG&A cost were comparable for the same quarter of 2024 and 2023.
Net Loss
The net loss was $479,351 and $619,089 for the three months ended on March 31, 2024 and 2023, respectively. The decrease in net loss in the current quarter was mainly due to the decreased expenses in professional expenses and share-based compensation.
| 21 |
Liquidity and Capital Resources
As of March 31, 2024 and December 31, 2023, we had an accumulated deficit of $20,533,644 and $20,054,293, respectively. As of March 31, 2024, we had cash of $34,790 and a working capital deficit of $111,014. As of December 31, 2023, we had cash of $18,449 and a working capital deficit of $335,139. The decrease in the working capital deficit was primarily due to cash provided by financing activities for issuance of commons stocks which was partially offset by cash used in operating activities.
Going Concern Assessment
The Company demonstrates adverse conditions that raise substantial doubt about the Company’s ability to continue as a going concern. These adverse conditions are negative financial trends, specifically cash outflow from operating activities, operating losses, accumulated deficit and other adverse key financial ratios.
Management’s plan to alleviate the substantial doubt about the Company’s ability to continue as a going concern include attempting to improve its business profitability, its ability to generate sufficient cash flow from its operations to meet its operating needs on a timely basis, obtain additional working capital funds from the majority shareholder and the President of the Company to eliminate inefficiencies in order to meet its anticipated cash requirements. However, there can be no assurance that these plans and arrangements will be sufficient to fund the Company’s ongoing capital expenditures and other requirements.
The unaudited condensed financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
Critical Accounting Policies
The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires making estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
The critical accounting policies are discussed in further detail in the notes to the unaudited financial statements appearing elsewhere in this 10-Q report. Management believes that the application of these policies on a consistent basis enables us to provide useful and reliable financial information about our operating results and financial condition.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a “smaller reporting company” we are not required to provide this information under this item pursuant to Regulation S-K.
| 22 |
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report on Form 10-Q, our President (principal executive officer) and our Chief Financial Officer performed an evaluation of the effectiveness of and the operation of our disclosure controls and procedures as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act. Based on that evaluation, our President and Chief Financial Officer each concluded that as of the end of the period covered by this report on Form 10-Q, our disclosure controls and procedures were not effective in timely alerting them to material information relating to Longwen Group Corp. required to be included in our Exchange Act filings.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the quarter ended March 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company may be involved in certain legal proceedings that arise from time to time in the ordinary course of its business. Legal expenses associated with any contingency are expensed as incurred. The Company’s officers and directors are not aware of any threatened or pending litigation to which the Company is a party or which any of its property is the subject and which would have any material, adverse effect on the Company.
Item 1A. Risk Factors
As a “smaller reporting company”, we are not required to provide this information under this item pursuant to Regulation S-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the three months ended March 31, 2024, the Company sold 621,648 shares of common stock to fifteen non-U.S. investors at $0.30 per share, with total proceeds of $186,494 received in cash. Additionally, at the end of March 2024, the Company received cash proceeds of $62,184 from investors for the purchase of common stocks of the Company. These stocks were subsequently issued on April 3, 2024, at a price of $0.60 per share. The Company relied upon Regulation S of the Securities Act of 1933, as amended, for the sale of these securities. No commissions were paid regarding the share issuance and the share certificates were issued with a Rule 144 restrictive legend. Also, on February 18, 2024, the Company converted a loan in the total amount of $83,847 with a related party, to exchange issuance of 279,490 shares of the common stock of the company to the related party, at $0.30 per share.
On April 3, 2024, the Company issued 333,195 shares of common stocks to three (3) individual non-U.S. investors at $0.60 per share for cash consideration. The consideration consisted of the $62,184 received at the end of March 2024 and $137,735 received in April 2024. On April 19, 2024, the Company issued 34,478 shares of common stocks to two (2) individual non-U.S. investors at $0.60 per share for cash consideration. The Company relied upon Regulation S of the Securities Act of 1933, as amended, for the sale of these securities. No commissions were paid regarding the share issuance and the share certificates were issued with a Rule 144 restrictive legend.
We used the net proceeds from the unregistered sales of equity securities to fund the Company’s normal business operations.
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None
| 23 |
Item 6. Exhibits
Exhibit Number |
Description of Exhibit | |
| 31.1* | Certification of Chief (Principle) Executive Officer pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a) | |
| 31.2* | Certification of Chief (Principle) Financial Officer pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a) | |
| 32.1* | Certification of Chief (Principle) Executive Officer and President and Chief (Principle) Financial Officer pursuant to 18 U.S.C. Section 1350 | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
| 24 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| LONGWEN GROUP CORP. | |
| Date: May 14, 2024 | /s/ Xizhen Ye |
| Xizhen Ye, Chief (Principle) Executive Officer | |
| Date: May 14, 2024 | /s/ Xizhen Ye |
| Xizhen Ye, Chief (Principle) Financial Officer |
| 25 |
EXHIBIT INDEX
Exhibit Number |
Description of Exhibit | |
| 31.1* | Certification of Chief (Principle) Executive Officer pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a) | |
| 31.2* | Certification of Chief (Principle) Financial Officer pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a) | |
| 32.1* | Certification of Chief (Principle) Executive Officer and President and Chief (Principle) Financial Officer pursuant to 18 U.S.C. Section 1350 | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
| 26 |
EXHIBIT 31.1
CERTIFICATION
I, Xizhen Ye, certify that:
| 1. | I have reviewed this report on Form 10-Q of Longwen Group Corp.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
| a. | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b. | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c. | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d. | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): |
| a. | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b. | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| /s/ Xizhen Ye | |
| Xizhen Ye | |
| Chief (Principle) Executive Officer | |
| May 14, 2024 |
EXHIBIT 31.2
CERTIFICATION
I, Xizhen Ye, certify that:
| 1. | I have reviewed this report on Form 10-Q of Longwen Group Corp.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
| a. | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b. | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c. | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d. | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): |
| a. | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b. | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| /s/ Xizhen Ye | |
| Xizhen Ye | |
| Chief (Principle) Financial Officer | |
| May 14, 2024 |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the report of Longwen Group Corop. (the “Company”) on Form 10-Q for the period ending March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| /s/ Xizhen Ye | |
| Xizhen Ye | |
| Chief (Principle) Executive Officer | |
| May 14, 2024 | |
| /s/ Xizhen Ye | |
| Xizhen Ye | |
| Chief (Principle) Financial Officer | |
| May 14, 2024 |
Consolidated Balance Sheets (Parenthetical) - $ / shares |
Mar. 31, 2024 |
Dec. 31, 2023 |
|---|---|---|
| Statement of Financial Position [Abstract] | ||
| Preferred stock, par value | $ 0.0001 | $ 0.0001 |
| Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
| Preferred stock, shares issued | ||
| Preferred stock, shares outstanding | ||
| Common stock, par value | $ 0.0001 | $ 0.0001 |
| Common stock, shares authorized | 550,000,000 | 550,000,000 |
| Common stock, shares issued | 79,676,232 | 78,775,094 |
| Common stock, shares outstanding | 79,676,232 | 78,775,094 |
Consolidated Statements of Operations and Other Comprehensive Loss (Unaudited) (Parenthetical) |
3 Months Ended |
|---|---|
|
Mar. 31, 2024
USD ($)
| |
| Income Statement [Abstract] | |
| Disposal gain | $ 3,404 |
Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) |
Preferred Stock [Member] |
Common Stock [Member] |
Common Stock Issuable [Member] |
Additional Paid-in Capital [Member] |
Retained Earnings [Member] |
AOCI Attributable to Parent [Member] |
Total |
|---|---|---|---|---|---|---|---|
| Balance at Dec. 31, 2022 | $ 7,411 | $ 19,285,539 | $ (19,027,835) | $ 5,840 | $ 270,955 | ||
| Balance, shares at Dec. 31, 2022 | 74,108,926 | ||||||
| Shares issued for compensation | $ 500 | 499,500 | 500,000 | ||||
| Shares issued for compensation, shares | 5,000,000 | ||||||
| Other comprehensive income | 1,613 | 1,613 | |||||
| Net loss | (619,089) | (619,089) | |||||
| Balance at Mar. 31, 2023 | $ 7,911 | 19,785,039 | (19,646,924) | 7,453 | 153,479 | ||
| Balance, shares at Mar. 31, 2023 | 79,108,926 | ||||||
| Balance at Dec. 31, 2023 | $ 7,878 | 19,970,306 | (20,054,293) | (326) | (76,435) | ||
| Balance, shares at Dec. 31, 2023 | 78,775,094 | ||||||
| Shares issued for compensation | $ 120 | 359,880 | 360,000 | ||||
| Shares issued for compensation, shares | 1,200,000 | ||||||
| Share cancellation | $ (120) | 120 | |||||
| Share cancellation, shares | (1,200,000) | ||||||
| Common stock issued for cash | $ 62 | 186,432 | 186,494 | ||||
| Common stock issued for cash, shares | 621,648 | ||||||
| Common stock issuable for cash received | 10 | 62,174 | 62,184 | ||||
| Common stock issued for debt settlement | $ 28 | 83,819 | 83,847 | ||||
| Common stock issued for debt settlement, shares | 279,490 | ||||||
| Other comprehensive income | 4,037 | 4,037 | |||||
| Net loss | (479,351) | (479,351) | |||||
| Balance at Mar. 31, 2024 | $ 7,968 | $ 10 | $ 20,662,731 | $ (20,533,644) | $ 3,711 | $ 140,776 | |
| Balance, shares at Mar. 31, 2024 | 79,676,232 |
ORGANIZATION AND PRINCIPAL ACTIVITIES |
3 Months Ended |
|---|---|
Mar. 31, 2024 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| ORGANIZATION AND PRINCIPAL ACTIVITIES | NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES
Longwen Group Corp. (the “Company”), was originally incorporated as Expertelligence, Inc in the State of California on March 31, 1980 and reincorporated in the State of Nevada on November 17, 2005. On January 23, 2017 the Company amended its Articles of Incorporation (“Charter Amendment”) to affect its name change of Longwen Group Corp with trading symbol of “LWLW”. On April 23, 2024, pursuant to the Company’s majority shareholder consent and board approval dated on April 5, 2024, the Company amended its Article of Incorporation with Nevada State and changed its name to Wenyuan Group Corp. The name and symbol change are currently under the review by The Financial Industry Regulatory Authority (“FINRA”).
On February 23, 2022, the Company entered into an Acquisition Agreement with a third-party individual to acquire the 100% ownership of Hangzhou Wenyuan Enterprise Management Co., Ltd. (“Hangzhou Wenyuan”) (FKA: Hangzhou Longwen Enterprise Management Co., Ltd or “Hangzhou Longwen”), a wholly foreign-owned enterprise (“WOFE”) in Hangzhou, the People’s Republic of China (the “PRC”), for a total cash consideration of $1,000. As a result of the acquisition, Hangzhou Wenyuan became the Company’s wholly owned subsidiary in the PRC. Hangzhou Wenyuan was originally registered on January 4, 2012 and has minimum operations since its inception. The Company recognize $993 goodwill upon consummated the acquisition. On February 27, 2024, Hangzhou Longwen Enterprise Management Co., Ltd changed its name to Hangzhou Wenyuan Enterprise Management Co., Ltd. through Hangzhou Market Supervision and Administration Bureau in China.
On October 11, 2022, the Company and its subsidiary, Hangzhou Wenyuan entered into an Acquisition Agreement with a third-party individual to acquire 100% ownership of Hangzhou Wenyuan Art and Culture Co., Ltd. (“HWAC”) (FKA: Hangzhou Yusu Trading Co., Ltd. or “Hangzhou Yushu”), a limited liability company in Hangzhou, the People’s Republic of China (the “PRC”), for a total cash consideration of RMB 1,000 or about USD $141. Upon consummated HWAC became Hangzhou Wenyuan’s wholly owned subsidiary in the PRC. HWAC was originally registered on April 20, 2020 and has minimum operations since its inception. The Company recognize goodwill of $139 upon consummated the acquisition. On April 10, 2024, Hangzhou Yusu was renamed to Hangzhou Wenyuan Art and Culture Co., Ltd (“HWAC”).
On March 3, 2023, Hangzhou Wenyuan established a new subsidiary, Huzhou Wohong Fishery Co., Ltd. (“HWF”), to operate the aquacultural breeding, wholesale and retail of aquaculture products and etc. Due to the change in the economic situation and lower-than-expected sales of aquacultural products, our management decided to change the HWF’s operations and on March 27, 2024, HWF entered into an agreement with a counterparty to sell certain assets and liabilities of HWF. HWF was identified as discontinued operations with aquacultural products sales. Such assets and liabilities are classified as assets and liabilities held for sale, and the sale was closed on March 27, 2024.
LONGWEN GROUP CORP. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The accompanying unaudited consolidated financial statements include the accounts of the Company and its subsidiaries as described in Note 1. All significant intercompany transactions and balances have been eliminated in the consolidation.
Basis of Presentation
The unaudited consolidated financial statements presented herein have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the instructions to Regulation S-X. Accordingly, the financial statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair statement of the financial statements have been included. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.
Use of Estimates
The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual results may differ from those estimates and assumptions.
Foreign Currency Transactions
The Company’s consolidated financial statements are presented in U.S. dollars ($), which is the Company’s reporting and functional currency. The functional currencies of the Company’s subsidiaries including Hangzhou Wenyuan, HWAC and HWF, are RMB. The resulting translation adjustments are reported under other comprehensive loss in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 220 (“ASC 220”), “Reporting Comprehensive Income”. Gains and losses resulting from the translation of foreign currency transactions are reflected in the consolidated statements of operations and other comprehensive income. Monetary assets and liabilities denominated in foreign currency are translated at the functional currency using the rate of exchange prevailing at the balance sheet date. Any differences are taken to profit or loss as a gain or loss on foreign currency translation in the consolidated statements of operations and other comprehensive income.
The Company translates the assets and liabilities into U.S. dollars using the rate of exchange prevailing at the balance sheet date and the statements of operations and cash flows are translated at an average rate during the reporting period. Adjustments resulting from the translation from RMB into U.S. dollars are recorded in shareholders’ equity as part of accumulated other comprehensive loss. The exchange rate used for financial statements are as follows:
LONGWEN GROUP CORP. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Inventories
Inventories consist of finished products and are stated at the lower of cost or net realizable value. Cost is calculated by applying the weighted average cost method. The Company regularly reviews inventory quantities on hand and writes down to its net realizable value any inventory that it believes to be impaired. Management considers forecast demand in relation to the inventory on hand, competitiveness of product offerings, market conditions and product life cycles when determining excess and obsolescence and net realizable value adjustments. Once inventory is written down and a new cost basis is established, it is not written back up if demand increases.
Property and equipment
Depreciation on property and equipment is recognized on a straight-line basis over the estimated useful lives of the assets, for which the remaining term of the legal title for the office space and 3 years for office equipment.
Impairment of Long-Lived Assets
The Company evaluates property and equipment and finite-lived intangible assets for impairment whenever events or circumstances indicate that the carrying amounts of such assets may not be recoverable. Recoverability is measured by comparing the carrying amount of an asset or an asset group to estimated undiscounted future net cash flows expected to be generated. If the carrying amount of the long–lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values, and third–party independent appraisals, as considered necessary.
Revenue Recognition
The Company recognizes revenue when a customer obtains control of promised products or services, in an amount that reflects the consideration expected to be received in exchange for those products or services. The Company follows the five-step model prescribed under Topic 606: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the Company satisfies each performance obligation. Revenues are presented net of any sales or value added taxes collected from customers and remitted to the government.
The Company’s consulting service income consists of the delivery of focused insights and recommendations that assist customers with their challenges in developing and executing strategies around their trade business and financial reporting processes. The consulting services provided are fixed-fee arrangements that are generally in one-year term. The Company has concluded that each contract represents a single performance obligation as each is a single promise to deliver a customized engagement and deliverable. For the majority of these services, either practically or contractually, the work performed and delivered to the customer has no alternative use to the Company. Additionally, the Company maintains an enforceable right to payment at all times throughout the contract.
The Company’s online product sales consists of selling products to end customers through online channel, such as apps embedded in Wechat. Revenue is recognized at a point in time when the product is delivered to and accepted by end customers.
The Company’s aquaculture product sales consist of selling aquacultural products to customers through offline channel. Revenue is recognized at a point in time when the products are delivered to and accepted by end customers. The Company concludes the presentation of revenue generated from selling of aquaculture products is at a gross basis as the Company acts as a principal by controlling sales transactions provided to their customers. Due to the change of the economic situation and the sales of aquacultural products was not as expected, the management intended to change the Company’s operations and on March 27, 2024, the Company entered into an agreement with a counterparty to sell certain assets and liabilities of HWF. HWF was identified as discontinued operations with aquacultural products.
Concentration
During the three months ended March 31, 2024, the Company generated 41%, 19% and 12% of revenues from the top 3 customers, including a related party and 2 third parties, respectively. During the three months ended March 31, 2023, the Company generated 63% and 20% of revenues from the top 2 customers, respectively. The Company’s cost of revenues consisted of 100% purchases from one top vendor for the three months ended March 31, 2024. The Company’s revenue and cost of revenues were not material during the three months ended March 31, 2023.
The Company accounts for stock options and other equity-based compensation issued in accordance with ASC 718 “Stock Compensation”, which requires the measurement and recognition of compensation expense related to the fair value of equity-based compensation awards that are ultimately expected to vest. Stock-based compensation expense recognized includes the compensation cost for all share-based compensation payments granted to employees and nonemployees, net of estimated forfeitures, over the employees’ requisite service period or the non-employee performance period based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC 718 is also applied to awards modified, repurchased, or cancelled during the periods reported.
LONGWEN GROUP CORP. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Income Taxes
The Company accounts for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
Related Parties
The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.
Fair Value Measurements
Fair value accounting establishes a framework for measuring fair value and expands disclosure about fair value measurements. Fair value, which 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. This framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:
As of March 31, 2024 and December 31, 2023, 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. The carrying value of the Company’s cash, loans from third parties, shareholder loans and accounts payable and accrued liabilities approximates the fair value due to the short-term maturity.
Segment Reporting
Accounting Standards Codification (“ASC”) 280, “Segment Reporting,” requires public companies to report financial and descriptive information about their reportable operating segments. We identify our operating segments based on how our chief operating decision maker internally evaluates separate financial information, business activities and management responsibility. During the three months ended March 31, 2024 and 2023, the Company determined that we have one reportable segment as we manage the business from the geography location.
Accounting Standards Issued but Not Yet Adopted
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amended guidance requires incremental reportable segment disclosures, primarily about significant segment expenses. The amendments also require entities with a single reportable segment to provide all disclosures required by these amendments, and all existing segment disclosures. The amendments will be applied retrospectively to all prior periods presented in the financial statements and is effective for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently in the process of evaluating the impact this amended guidance may have on the footnotes to its consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amended guidance enhances income tax disclosures primarily related to the effective tax rate reconciliation and income taxes paid information. This guidance requires disclosure of specific categories in the effective tax rate reconciliation and further information on reconciling items meeting a quantitative threshold. In addition, the amended guidance requires disaggregating income taxes paid (net of refunds received) by federal, state, and foreign taxes. It also requires disaggregating individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). The amended guidance is effective for fiscal years beginning after December 15, 2024. The guidance can be applied either prospectively or retrospectively. The Company is currently in the process of evaluating the impact this amended guidance may have on the footnotes to our consolidated financial statements.
There were also other updates recently issued and the management does not believe that other than disclosed above, accounting pronouncements the recently issued but not yet adopted will have a material impact on its financial position results of operations or cash flows.
LONGWEN GROUP CORP. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
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GOING CONCERN |
3 Months Ended |
|---|---|
Mar. 31, 2024 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| GOING CONCERN | NOTE 3 – GOING CONCERN
The Company’s consolidated 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. During the three months ended March 31, 2024, the Company incurred a net loss of $479,351. The Company had an accumulated deficit of $20,533,644 as of March 31, 2024. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.
The Company’s future success is dependent upon its ability to acquire and achieve business with profitable operations, generate cash from operating activities and obtain additional financing. The Company intends to raise funds from the issuance of equity and/or debt securities, but there is no assurance that additional funds from the issuance of equity will be available for the Company to finance its operations on acceptable terms, or at all. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.
|
PROPERTY AND EQUIPMENT, NET |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| PROPERTY AND EQUIPMENT, NET | NOTE 4 – PROPERTY AND EQUIPMENT, NET
As of March 31, 2024 and December 31, 2023, property and equipment consisted of the following:
On September 28, 2022, the Company consummated an office suite purchase agreement with a third party. Pursuant to the agreement, the Company issued common stocks of the Company to purchase a 118-square-meter office suite located in Hangzhou City, Zhejiang Province, China. The cost of the office suite was measured at the fair value of the issued common stocks on the closing date of $265,178 less value-added tax of $2,108. The difference of $3,892 between the addition of $263,070 and the cost as of March 31, 2024 is due to the fluctuation of foreign exchange rate. The office space is intended for internal use.
Depreciation expenses were $3,165 and $3,305 for the three months ended March 31, 2024 and 2023, respectively. The difference with the change in accumulated depreciation was due to exchange difference.
LONGWEN GROUP CORP. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
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LOANS FROM THIRD PARTIES |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
| LOANS FROM THIRD PARTIES | NOTE 5 – LOANS FROM THIRD PARTIES
The Company’s loans from third parties consisted of the following as of March 31, 2024 and December 31, 2023:
On December 31, 2019, the Company entered into a loan agreement of $12,250 with a third-party individual with three-year term. The borrowing bears interest of $300 at the effective date of the contract and fixed rate at $500 per annum, which matured on December 31, 2022 and immediately became due on demand. As of December 31, 2022, the outstanding balance of the borrowing was $12,250 with $1,800 interest payable. During the three months ended March 31, 2023, the loan and interest payable in the total amount of $14,050 was repaid by the wife of the President, on behalf of the Company.
During the three months ended March 31, 2023, the Company borrowed $46,776 (RMB 320,000) from two third-party individuals through HWF. The loans were unsecure, non-interest-bearing, and due on December 30, 2023. After the first quarter of 2023, the Company borrowed additional $76,934 (RMB 550,000) and repaid $123,710 (RMB 870,000) to the two individuals. As of December 31, 2023, the loans were fully paid off.
During the three months ended March 31, 2023, the Company borrowed $87,705 (RMB 600,000) from a third-party individual. The loans are unsecure, bearing an interest rate of 0.5% per annum, and due in one year. On February 18, 2024, the Company entered into a debt settlement agreement with the third party. Pursuant to the agreement, the Company issued common stocks with total fair value of $83,847 to settlement the total loan principal and interest payable of $83,847 (RMB 603,000), which resulted in no gain or loss. The change in value as of transaction date was due to the fluctuation in foreign exchange rates. During the three months ended March 31, 2024 and 2023, the Company recognized interest expense of $26 and $55, respectively.
LONGWEN GROUP CORP. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
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STOCKHOLDERS’ EQUITY |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| STOCKHOLDERS’ EQUITY | NOTE 6 – STOCKHOLDERS’ EQUITY
Common Stocks
As of March 31, 2024 and December 31, 2023, the Company had and shares of common stock issued and outstanding, respectively.
In May and June 2023, the Company sold a total of shares of common stock to forty-nine (49) non-U.S. investors at $ per share for cash consideration. In December 2023, the Company sold a total of shares of common stock to three (3) non-U.S. investors at $ per share for cash consideration. The Company relied upon Regulation S of the Securities Act of 1933, as amended, for the sale of these securities. No commissions were paid regarding the share issuance and the share certificates were issued with a Rule 144 restrictive legend.
During the three months ended March 31, 2024, the Company sold shares of common stock to fifteen non-U.S. investors at $per share, with total proceeds of $186,494 received in cash. Additionally, at the end of March 2024, the Company received cash proceeds of $62,184 from investors for the purchase of common stocks of the Company. These stocks were subsequently issued on April 3, 2024, at a price of $ per share. The Company relied upon Regulation S of the Securities Act of 1933, as amended, for the sale of these securities. No commissions were paid regarding the share issuance and the share certificates were issued with a Rule 144 restrictive legend. Also, on February 18, 2024, the Company converted a loan in the total amount of $83,847 with a related party, to exchange issuance of shares of the common stock of the company to the related party, at $0.30 per share.
LONGWEN GROUP CORP. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 – STOCKHOLDERS’ EQUITY (continued)
2022 Equity Incentive Plan
On November 7, 2022, the Board adopted an equity incentive plan to increase stockholder value and to advance the interests of the Company by furnishing a variety of economic incentives (“Incentives”) designed to attract, retain and motivate employees, certain key consultants and directors of the Company (the “2022 Equity Incentive Plan”). Under the 2022 Equity Incentive Plan, the Company can issue up to shares of common stock of the Company. Incentives may be granted in any one or a combination of: (a) incentive stock options and non-statutory stock options; (b) stock appreciation rights; (c) stock awards; (d) restricted stock; and (e) performance shares. Such incentives may be subject to vesting conditions determined by the Board of Directors at grant. The maximum term of options or other stock-based award granted is ten years or such lesser time as determined by the Board of Directors at the time of grant.
On January 19, 2023, the Company granted total shares of common stock of the Company to six employees and one consultant pursuant to the Company’s 2022 Equity Incentive Plan. The fair value of the shares totaled of $500,000 on the grant dates. In December 2023, shares of common stock were returned by one employee for no consideration due to the employment term was terminated prematurely and cancelled upon receipt. In January 2024, shares of common stock were returned by another employee for no consideration due to the employment term was terminated prematurely and cancelled upon receipt.
On June 29, 2023, the Company granted a total of shares of common stock of the Company to two employees pursuant to the Company’s 2022 Equity Incentive Plan. The fair value of the shares totaled of $40,000 on the grant date, which was recorded in share-based compensation on the consolidated statement of operations. On the same date, the Company granted common stocks issuable to four individuals at a fair value of $ per share, subject to vesting condition in three tranches within six months, with vested immediately. During the three months ended September 30, 2023, the vesting of the remaining traches was suspended and subject to further performance review, therefore, no further share-based compensation has been recorded. During the year ended December 31, 2023, the Company recognized share-based compensation of $ as a result of the grant of these common stocks. As of December 31, 2023, common stocks have been issued. During the fourth quarter of the year ended December 31, 2023, the unvested common stocks were forfeited.
During the three months ended March 31, 2024, the Company granted shares of common stocks of the Company which vested immediately, to two employees pursuant to the Company’s 2022 Equity Incentive Plan. The fair value of the shares totaled of $360,000 on the grant dates.
As of March 31, 2024 and December 31, 2023, the Company’s common shares issuable under the 2022 Equity Incentive Plan totaled and , respectively.
2023 Equity Incentive Plan
As of March 31, 2024 and December 31, 2023, no shares have been issued under the Company’s 2023 Equity Incentive Plan, and the Company’s common shares issuable under the 2023 Equity Incentive Plan totaled and , respectively.
A summary of equity incentive activities for the three months ended March 31, 2024 is as follows:
The total fair value of shares issued for incentive that vested was $ million and $ million during the three months ended March 31, 2024 and 2023, respectively.
LONGWEN GROUP CORP. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
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RELATED PARTY TRANSACTIONS |
3 Months Ended |
|---|---|
Mar. 31, 2024 | |
| Related Party Transactions [Abstract] | |
| RELATED PARTY TRANSACTIONS | NOTE 8 – RELATED PARTY TRANSACTIONS
During the three months ended March 31, 2022, the Company borrowed total $82,107 from the President of the Company for its normal business operations and the acquisition of Hangzhou Wenyuan. The borrowing bear is unsecured, non-interest-bearing and due on demand. During the three months ended March 31, 2023, the Company repaid $14,618 (RMB100,000) to the President. In addition, the Company paid $2,359 (RMB 23,000) during the remaining of the year in 2023. As of December 31, 2023, the balance of the loan due to our President was $71,165, with difference of $2,350 due to the fluctuation in foreign exchange. During the three months ended March 31, 2024, the Company repaid $64,770 (RMB 465,544) to the President. As of March 31, 2024, the balance of the loan due to our President was $5,575, with difference of $820 due to the fluctuation in foreign exchange.
During the three months ended March 31, 2023, the wife of President of the Company, repaid commercial loan and accrued interest in the total amount of $14,050 on behalf of the Company. During the three months ended March 31, 2024, the Company received advances of $5,822 and made repayments of $75,824 to the wife of President of the Company. As of March 31, 2024 and December 31, 2023, the amount owed to this related party by the Company totaled $55,499 and $127,345, respectively. The amount due to this related party is unsecured, non-interest-bearing and due on demand.
The President’s wife further paid expenses in the total amount of $2,868 on behalf of the Company during the three months ended March 31, 2024. This amount has been included in the balance of accounts payable and accrued liabilities on the consolidated balance sheet as of March 31, 2024. The amount is unsecured, non-interest-bearing and due on demand.
During the three months ended March 31, 2024, the Company recognized employee compensation expenses of $4,341 to the daughter of the President. As of March 31, 2024 and December 31, 2023, the compensation payable to the related parties including the President, his wife and daughter, totaled $32,353 and $31,446, respectively, which was included in accounts payable and accrued liabilities on the consolidated balance sheet.
The Company conducted offline product sales to a closed relative of the President’s wife, totaling $16,710 for the three months ending March 31, 2024. As of March 31, 2024, the entire sales transaction was paid off by the related party.
During the three months ended March 31, 2023, the Company purchased inventory in the total amount of $40,373 from Hangzhou Longwen Culture Media Ltd. (“HZLWCM”), an entity under the control by the daughter of the President of the Company. As of March 31, 2024 and December 31, 2023, the amount payable to HZLWCM totaled $39,555 and $40,373, respectively, which was included in accounts payable and accrued liabilities on the consolidated balance sheet. The difference of $818 due to the fluctuation in foreign exchange.
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DISCONTINUED OPERATIONS |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Discontinued Operations and Disposal Groups [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| DISCONTINUED OPERATIONS | NOTE 9 – DISCONTINUED OPERATIONS
Management intended to change its operation focus and entered into an agreement with a counterparty to sell certain assets and liabilities of HWF as of March 31, 2024 for consideration of $ on March 27, 2024, which was closed on March 31, 2024. By selling off these assets and liabilities, management was signaling a shift away from aquaculture trading, which met the criteria to be reported as a discontinued operation and HWF as identified as discontinued operations as a result.
Total disposed assets and liabilities from discontinued operations as of March 31, 2024, were as below:
LONGWEN GROUP CORP. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2024 and 2023, results of operations from HWF are as below:
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SUBSEQUENT EVENTS |
3 Months Ended |
|---|---|
Mar. 31, 2024 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the date the financial statements were issued and filed with the Securities and Exchange Commission. Based on our evaluation, no other event has occurred requiring adjustment or disclosure, except the following:
On April 3, 2024, the Company issued shares of common stocks to three (3) individual non-U.S. investors at $ per share for cash consideration. The consideration consisted of the $62,184 received at the end of March 2024 and $137,735 received in April 2024. On April 19, 2024, the Company issued shares of common stocks to two (2) individual non-U.S. investors at $ per share for cash consideration. The Company relied upon Regulation S of the Securities Act of 1933, as amended, for the sale of these securities. No commissions were paid regarding the share issuance and the share certificates were issued with a Rule 144 restrictive legend.
On April 10, 2024, Hangzhou Yusu was renamed to Hangzhou Wenyuan Art and Culture Co., Ltd. (“HWAC”) |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Principles of Consolidation | Principles of Consolidation
The accompanying unaudited consolidated financial statements include the accounts of the Company and its subsidiaries as described in Note 1. All significant intercompany transactions and balances have been eliminated in the consolidation.
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| Basis of Presentation | Basis of Presentation
The unaudited consolidated financial statements presented herein have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the instructions to Regulation S-X. Accordingly, the financial statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair statement of the financial statements have been included. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.
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| Use of Estimates | Use of Estimates
The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual results may differ from those estimates and assumptions.
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| Foreign Currency Transactions | Foreign Currency Transactions
The Company’s consolidated financial statements are presented in U.S. dollars ($), which is the Company’s reporting and functional currency. The functional currencies of the Company’s subsidiaries including Hangzhou Wenyuan, HWAC and HWF, are RMB. The resulting translation adjustments are reported under other comprehensive loss in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 220 (“ASC 220”), “Reporting Comprehensive Income”. Gains and losses resulting from the translation of foreign currency transactions are reflected in the consolidated statements of operations and other comprehensive income. Monetary assets and liabilities denominated in foreign currency are translated at the functional currency using the rate of exchange prevailing at the balance sheet date. Any differences are taken to profit or loss as a gain or loss on foreign currency translation in the consolidated statements of operations and other comprehensive income.
The Company translates the assets and liabilities into U.S. dollars using the rate of exchange prevailing at the balance sheet date and the statements of operations and cash flows are translated at an average rate during the reporting period. Adjustments resulting from the translation from RMB into U.S. dollars are recorded in shareholders’ equity as part of accumulated other comprehensive loss. The exchange rate used for financial statements are as follows:
LONGWEN GROUP CORP. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
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| Inventories | Inventories
Inventories consist of finished products and are stated at the lower of cost or net realizable value. Cost is calculated by applying the weighted average cost method. The Company regularly reviews inventory quantities on hand and writes down to its net realizable value any inventory that it believes to be impaired. Management considers forecast demand in relation to the inventory on hand, competitiveness of product offerings, market conditions and product life cycles when determining excess and obsolescence and net realizable value adjustments. Once inventory is written down and a new cost basis is established, it is not written back up if demand increases.
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| Property and equipment | Property and equipment
Depreciation on property and equipment is recognized on a straight-line basis over the estimated useful lives of the assets, for which the remaining term of the legal title for the office space and 3 years for office equipment.
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| Impairment of Long-Lived Assets | Impairment of Long-Lived Assets
The Company evaluates property and equipment and finite-lived intangible assets for impairment whenever events or circumstances indicate that the carrying amounts of such assets may not be recoverable. Recoverability is measured by comparing the carrying amount of an asset or an asset group to estimated undiscounted future net cash flows expected to be generated. If the carrying amount of the long–lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values, and third–party independent appraisals, as considered necessary.
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| Revenue Recognition | Revenue Recognition
The Company recognizes revenue when a customer obtains control of promised products or services, in an amount that reflects the consideration expected to be received in exchange for those products or services. The Company follows the five-step model prescribed under Topic 606: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the Company satisfies each performance obligation. Revenues are presented net of any sales or value added taxes collected from customers and remitted to the government.
The Company’s consulting service income consists of the delivery of focused insights and recommendations that assist customers with their challenges in developing and executing strategies around their trade business and financial reporting processes. The consulting services provided are fixed-fee arrangements that are generally in one-year term. The Company has concluded that each contract represents a single performance obligation as each is a single promise to deliver a customized engagement and deliverable. For the majority of these services, either practically or contractually, the work performed and delivered to the customer has no alternative use to the Company. Additionally, the Company maintains an enforceable right to payment at all times throughout the contract.
The Company’s online product sales consists of selling products to end customers through online channel, such as apps embedded in Wechat. Revenue is recognized at a point in time when the product is delivered to and accepted by end customers.
The Company’s aquaculture product sales consist of selling aquacultural products to customers through offline channel. Revenue is recognized at a point in time when the products are delivered to and accepted by end customers. The Company concludes the presentation of revenue generated from selling of aquaculture products is at a gross basis as the Company acts as a principal by controlling sales transactions provided to their customers. Due to the change of the economic situation and the sales of aquacultural products was not as expected, the management intended to change the Company’s operations and on March 27, 2024, the Company entered into an agreement with a counterparty to sell certain assets and liabilities of HWF. HWF was identified as discontinued operations with aquacultural products.
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| Concentration | Concentration
During the three months ended March 31, 2024, the Company generated 41%, 19% and 12% of revenues from the top 3 customers, including a related party and 2 third parties, respectively. During the three months ended March 31, 2023, the Company generated 63% and 20% of revenues from the top 2 customers, respectively. The Company’s cost of revenues consisted of 100% purchases from one top vendor for the three months ended March 31, 2024. The Company’s revenue and cost of revenues were not material during the three months ended March 31, 2023.
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| Share-based Compensation |
The Company accounts for stock options and other equity-based compensation issued in accordance with ASC 718 “Stock Compensation”, which requires the measurement and recognition of compensation expense related to the fair value of equity-based compensation awards that are ultimately expected to vest. Stock-based compensation expense recognized includes the compensation cost for all share-based compensation payments granted to employees and nonemployees, net of estimated forfeitures, over the employees’ requisite service period or the non-employee performance period based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC 718 is also applied to awards modified, repurchased, or cancelled during the periods reported.
LONGWEN GROUP CORP. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
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| Income Taxes | Income Taxes
The Company accounts for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
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| Related Parties | Related Parties
The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.
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| Fair Value Measurements | Fair Value Measurements
Fair value accounting establishes a framework for measuring fair value and expands disclosure about fair value measurements. Fair value, which 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. This framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:
As of March 31, 2024 and December 31, 2023, 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. The carrying value of the Company’s cash, loans from third parties, shareholder loans and accounts payable and accrued liabilities approximates the fair value due to the short-term maturity.
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| Segment Reporting | Segment Reporting
Accounting Standards Codification (“ASC”) 280, “Segment Reporting,” requires public companies to report financial and descriptive information about their reportable operating segments. We identify our operating segments based on how our chief operating decision maker internally evaluates separate financial information, business activities and management responsibility. During the three months ended March 31, 2024 and 2023, the Company determined that we have one reportable segment as we manage the business from the geography location.
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| Accounting Standards Issued but Not Yet Adopted | Accounting Standards Issued but Not Yet Adopted
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amended guidance requires incremental reportable segment disclosures, primarily about significant segment expenses. The amendments also require entities with a single reportable segment to provide all disclosures required by these amendments, and all existing segment disclosures. The amendments will be applied retrospectively to all prior periods presented in the financial statements and is effective for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently in the process of evaluating the impact this amended guidance may have on the footnotes to its consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amended guidance enhances income tax disclosures primarily related to the effective tax rate reconciliation and income taxes paid information. This guidance requires disclosure of specific categories in the effective tax rate reconciliation and further information on reconciling items meeting a quantitative threshold. In addition, the amended guidance requires disaggregating income taxes paid (net of refunds received) by federal, state, and foreign taxes. It also requires disaggregating individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). The amended guidance is effective for fiscal years beginning after December 15, 2024. The guidance can be applied either prospectively or retrospectively. The Company is currently in the process of evaluating the impact this amended guidance may have on the footnotes to our consolidated financial statements.
There were also other updates recently issued and the management does not believe that other than disclosed above, accounting pronouncements the recently issued but not yet adopted will have a material impact on its financial position results of operations or cash flows. |
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SCHEDULE OF EXCHANGE RATE USED FOR FINANCIAL STATEMENTS |
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PROPERTY AND EQUIPMENT, NET (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SCHEDULE OF PROPERTY AND EQUIPMENT, NET | As of March 31, 2024 and December 31, 2023, property and equipment consisted of the following:
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LOANS FROM THIRD PARTIES (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
| SCHEDULE OF LOANS FROM THIRD PARTIES | The Company’s loans from third parties consisted of the following as of March 31, 2024 and December 31, 2023:
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STOCKHOLDERS’ EQUITY (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SCHEDULE OF EQUITY INCENTIVE ACTIVITIES | A summary of equity incentive activities for the three months ended March 31, 2024 is as follows:
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DISCONTINUED OPERATIONS (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Discontinued Operations and Disposal Groups [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SCHEDULE OF DISCONTINUED OPERATIONS |
Total disposed assets and liabilities from discontinued operations as of March 31, 2024, were as below:
LONGWEN GROUP CORP. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2024 and 2023, results of operations from HWF are as below:
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ORGANIZATION AND PRINCIPAL ACTIVITIES (Details Narrative) - Acquisition Agreement [Member] - Hangzhou Wenyuan [Member] |
Oct. 11, 2022
USD ($)
|
Oct. 11, 2022
CNY (¥)
|
Feb. 23, 2022
USD ($)
|
|---|---|---|---|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
| Ownership percentage | 100.00% | 100.00% | 100.00% |
| Cash consideration | $ 141 | ¥ 1,000 | $ 1,000 |
| Goodwill acquired during period | $ 139 | $ 993 |
SCHEDULE OF EXCHANGE RATE USED FOR FINANCIAL STATEMENTS (Details) |
Mar. 31, 2024 |
Dec. 31, 2023 |
Mar. 31, 2023 |
|---|---|---|---|
| Average Rate [Member] | China Yuan (RMB) [Mmeber] | |||
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
| Foreign exchange rate | 7.1876 | 6.8411 | |
| Average Rate [Member] | United States Dollar ($) [Member] | |||
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
| Foreign exchange rate | 1.0000 | 1.0000 | |
| Exchange Rate [Member] | China Yuan (RMB) [Mmeber] | |||
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
| Foreign exchange rate | 7.2203 | 7.0978 | |
| Exchange Rate [Member] | United States Dollar ($) [Member] | |||
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
| Foreign exchange rate | 1.0000 | 1.0000 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) |
3 Months Ended | |
|---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
|
| Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||
| Product Information [Line Items] | ||
| Concentration risk percentage | 41.00% | 63.00% |
| Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | ||
| Product Information [Line Items] | ||
| Concentration risk percentage | 19.00% | 20.00% |
| Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | ||
| Product Information [Line Items] | ||
| Concentration risk percentage | 12.00% | |
| Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Vendor [Member] | ||
| Product Information [Line Items] | ||
| Concentration risk percentage | 100.00% | |
| Office Equipment [Member] | ||
| Product Information [Line Items] | ||
| Useful life | 3 years | |
GOING CONCERN (Details Narrative) - USD ($) |
3 Months Ended | ||
|---|---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
Dec. 31, 2023 |
|
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
| Net loss | $ 479,351 | $ 619,089 | |
| Accumulated deficit | $ 20,533,644 | $ 20,054,293 | |
SCHEDULE OF PROPERTY AND EQUIPMENT, NET (Details) - USD ($) |
Mar. 31, 2024 |
Dec. 31, 2023 |
|---|---|---|
| Property, Plant and Equipment [Abstract] | ||
| Equipment | $ 7,693 | $ 7,209 |
| Property | 259,178 | 263,651 |
| Less: accumulated depreciation | (18,983) | (16,282) |
| Total property and equipment, net | $ 247,888 | $ 254,578 |
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) |
3 Months Ended | ||
|---|---|---|---|
Sep. 28, 2022 |
Mar. 31, 2024 |
Mar. 31, 2023 |
|
| Impairment Effects on Earnings Per Share [Line Items] | |||
| Issuance of common stock for property. shares | 2,651,780 | ||
| Issuance of common stock for property | $ 265,178 | ||
| Value-added tax | $ 2,108 | ||
| Depreciation expenses | 3,165 | $ 3,305 | |
| Property, Plant and Equipment [Member] | |||
| Impairment Effects on Earnings Per Share [Line Items] | |||
| Issuance of common stock for property | 263,070 | ||
| Fluctation of foreign exchange | $ 3,892 | ||
SCHEDULE OF LOANS FROM THIRD PARTIES (Details) - Third Parties [Member] - USD ($) |
Mar. 31, 2024 |
Dec. 31, 2023 |
|---|---|---|
| Short-Term Debt [Line Items] | ||
| Total loans | $ 84,533 | |
| Less: current portion | (84,533) | |
| Total non-current portion | ||
| Unsecure Third Party Lender [Member] | ||
| Short-Term Debt [Line Items] | ||
| Total loans | $ 84,533 |
SCHEDULE OF LOANS FROM THIRD PARTIES (Details) (Parenthetical) |
Mar. 31, 2024 |
|---|---|
| Third Party Lender [Member] | |
| Short-Term Debt [Line Items] | |
| Interest rate | 0.50% |
SCHEDULE OF EQUITY INCENTIVE ACTIVITIES (Details) - $ / shares |
3 Months Ended | 12 Months Ended |
|---|---|---|
Mar. 31, 2024 |
Dec. 31, 2023 |
|
| Equity [Abstract] | ||
| Number of Shares, Issued and Vested Beginning Balance | 8,430,000 | 4,250,000 |
| Weighted Average Grant Date Fair Value, Issued and Vested Begining Balance | $ 0.10 | $ 0.10 |
| Number of Shares, Granted and Vested | 1,200,000 | 5,750,000 |
| Weighted Average Grant Date Fair Value, Granted and Vested | $ 0.30 | $ 0.11 |
| Number of Shares, Forfeited and Cancelled | (1,200,000) | (1,570,000) |
| Weighted Average Grant Date Fair Value, Forfeited and Cancelled | $ 0.10 | $ 0.12 |
| Number of Shares, Issued and Vested Ending Balance | 8,430,000 | 8,430,000 |
| Weighted Average Grant Date Fair Value, Issued and Vested Ending Balance | $ 0.13 | $ 0.10 |
DISCONTINUED OPERATIONS (Details Narrative) |
1 Months Ended |
|---|---|
|
Apr. 27, 2024
USD ($)
| |
| Discontinued Operations and Disposal Groups [Abstract] | |
| Consideration price |
SUBSEQUENT EVENTS (Details Narrative) - USD ($) |
3 Months Ended | |||
|---|---|---|---|---|
Apr. 19, 2024 |
Apr. 03, 2024 |
Mar. 31, 2024 |
Mar. 31, 2024 |
|
| Subsequent Event [Line Items] | ||||
| Common stock issued for cash | $ 186,494 | |||
| Three (3) Individual Non-U.S. Investors [Member] | ||||
| Subsequent Event [Line Items] | ||||
| Common stock issued for cash | $ 62,184 | |||
| Subsequent Event [Member] | Three (3) Individual Non-U.S. Investors [Member] | ||||
| Subsequent Event [Line Items] | ||||
| Number of shares issued | 333,195 | |||
| Price per share for cash consideration | $ 0.60 | |||
| Common stock issued for cash | $ 137,735 | |||
| Subsequent Event [Member] | Two (2) Individual Non-U.S. Investors [Member] | ||||
| Subsequent Event [Line Items] | ||||
| Number of shares issued | 34,478 | |||
| Price per share for cash consideration | $ 0.60 |