6

LONGWEN GROUP CORP.

(f/k/a ALLIED VENTURES HOLDING CORP.)

 NOTESINDEX TO FINANCIAL STATEMENTS

AS OF September 30, 2017

(unaudited)

NOTE 1 – INTERIM FINANCIAL STATEMENTS

LONGWEN GROUP CORP. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

The accompanying notes are an integral part of these unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, these condensed financial statements do not include all of the information and footnotes required for audited annualconsolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the condensed financial statements not misleading have been included. The balance sheet at December 31, 2016, has been derived from the Company’s audited financial statements as of that date.

LONGWEN GROUP CORP. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS AND

OTHER COMPREHENSIVE INCOME

(UNAUDITED)

The accompanying notes are an integral part of these unaudited condensedconsolidated financial statements included herein should be readstatements.

LONGWEN GROUP CORP. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

  LONGWEN GROUP CORP. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

(UNAUDITED) 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

LONGWEN GROUP CORP. AND SUBSIDIARY

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 conjunctionthe 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 the current name change of Longwen Group Corp with trading symbol of “LWLW”.

On or about April 5, 2016, the Company affected a 1 for 750 share reverse split of its issued and outstanding common stocks and reduced to 127,061 shares outstanding. Effective November 29, 2016, 66,667 shares of common stock of the Company were transferred to Longwen Group Corp., a Cayman Island company (“Longwen Cayman”). All of the shares held by Longwen Cayman are restricted securities.  As a result of the transactions, 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. On August 22, 2018, Mr. Lizhong Lu was appointed as a director of Board.

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. 

On June 9, 2021, Anthony Lombardo (“Lombardo”) filed an Application for Appointment of Custodian (“Application”) with the audited consolidated financial statementsEighth Judicial District Court in Nevada to request the custodianship of the Company due to the Company’s non-response and late filing with the notes thereto that are includedState 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,’s Annual Report on Form 10-K for On October 25, 2021, Mr. Xizhen Ye (“Ye”), the year ended December 31, 2016, that wasex-officer and director of the Company prior to Lombardo’s custodianship, and Longwen Cayman, filed a motion to dissolve custodianship (“Motion”) with the SECEighth Judicial District Court of Nevada State. Pursuant to the Settlement Agreement entered on AprilJanuary 12, 2017. The results of operations for2022, by Longwen Cayman, Mr. Ye, Lombardo, Joseph and Deanna Johnson regarding Lombardo’s custodianship, Mr. Ye and Mr. Lizhong Lu were reinstated as the threeofficer and nine months ended September 30, 2017, are not necessarily indicativedirectors of the resultsCompany, and 65,000,000 common stocks of the Company was transferred from Joseph to be expectedMr. Ye on February 9, 2022. Further on February 17, 2022, the Eighth Judicial District Court officially terminated Lombardo’s custodianship over 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 Longwen Enterprise Management Co., Ltd. (“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 full year.acquisition, Hangzhou Longwen became the Company’s wholly owned subsidiary in the PRC. Hangzhou Longwen was originally registered on January 4, 2012 and has minimum operations since its inception. The Company recognize $993 goodwill upon consummated the acquisition.

On March 15, 2022, Hangzhou Longwen entered into a Consulting Service Agreement with Yunnan Yusu Import and Export Trading Co., Ltd (China) (“Yunnan Yusu”), pursuant to which, Hangzhou Longwen will provide a series of consulting services to Yunnan Yusu, including to assist in the preparation of jadeite sales and purchase agreement, assist with tax filing, assist with financial report preparation, assist with jadeite business negotiation and business website maintenance.

On September 2, 2022, Hangzhou Longwen entered into a Consulting Service Agreement with Linhai Dingji Auto Service Co., Ltd (China) (“Linhai Dingji”), pursuant to which, Hangzhou Longwen will provide a series of consulting services to Linhai Dingji, including to assist in the preparation of member sales and purchase agreement, assist with tax filing, assist with financial report preparation, assist with auto parts business negotiation and auto parts valuation.

On September 5, 2022, Hangzhou Longwen entered into a Consulting Service Agreement with Linhai Aodiluo Ecotourism Development Co., Ltd (China) (“Linhai Aodiluo”), pursuant to which, Hangzhou Longwen will provide a series of consulting services to Linhai Aodiluo, including to assist in the preparation of member sales and purchase agreement, assist with tax filing, assist with financial report preparation, assist with ecotourism business negotiation and business website content publicity.

LONGWEN GROUP CORP. AND SUBSIDIARY

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 

NOTE 2 -– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Recent

Principles of Consolidation

The accompanying unaudited consolidated financial statements include the accounts of the Company and its subsidiary 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 nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.

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 currency of the Company’s subsidiary is RMB. The resulting translation adjustments are reported under other comprehensive loss in accordance with Financial Accounting PronouncementsStandards 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 (loss). 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 (loss).

The Company evaluated accounting pronouncements issuedtranslates 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 2017 and determinedshareholders’ equity as part of accumulated other comprehensive loss. The exchange rate used for financial statements are as follows:

NOTE 3 – GOING CONCERN

The Company’sCompany’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 nine months ended September 30, 2022, the Company incurred a net loss of $196,567. The Company has not generated any revenues since inception. In addition, the Company has a working capital deficit of $13,539 andhad an accumulated deficit of $2,681,398$18,477,976 as of September 30, 2017.2022. These factors, among others, raise substantial doubt about the Company’sCompany’s ability to continue as a going concern. Management

The Company’s future success is considering options in orderdependent upon its ability to addressacquire and achieve business with profitable operations, generate cash from operating activities and obtain additional financing. The Company intends to raise funds from the Company’s financing requirements. Those options include the possible saleissuance of common stock andequity and/or debt financing. There can besecurities, but there is no assurance that managementadditional funds from the issuance of equity will be ableavailable for the Company to obtain the necessary financing needed to continue as a going concern.

Thefinance its operations on acceptable terms, or at all.  These financial statements do not include any adjustments that might be necessary ifresult from the outcome of this uncertainty.

NOTE 4 – PREPAID EXPENSES AND OTHER CURRENT ASSETS

As of September 30, 2022 and December 31, 2021, prepaid expenses and other current assets comprised as follows:

NOTE 5 – EQUIPMENT, NET

As of September 30, 2022 and December 31, 2021, equipment consisted of the following:

On September 28, 2022, the Company closed an office suite purchase agreement with a third party. Pursuant to the agreement, the Company issued 2,651,780 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 close date of $265,178. The office space is unableintended for internal use.

Depreciation expenses were $1,316 and $nil for the nine months ended September 30, 2022 and 2021, respectively, which was included in selling, general and administrative expenses. The difference with accumulated depreciation was due to continue as a going concern.exchange difference of $83. Depreciation expenses were $581 and $nil for the three months ended September 30, 2022 and 2021, respectively.

LONGWEN GROUP CORP. AND SUBSIDIARY

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 6 – SHAREHOLDER LOAN COMMERCIAL LOANS

The Company’s commercial loans consisted of the following as of September 30, 2022 and December 31, 2021:

On December 31, 2019, the Company was advanced $10,939 byentered into a shareholder for working capital purposes.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 matures on December 31, 2022. The loan will be paid off in a single payment of the outstanding balance of principal and accrued interest on or before the expiration date of the loan agreement. As of September 30, 2022 and December 31, 2021, the outstanding balances of the borrowing were $12,250 and $12,250, and the interest payables were $1,675 and $1,300, respectively.  Total interest expenses for the loan were $125 and $125, respectively, for the three months ended September 30, 2022 and 2021. Total interest expenses for the loan were $375 and $375, respectively, for the nine months ended September 30, 2022 and 2021.

On September 30, 2022, Hangzhou Longwen borrowed a total of $267,097 (RMB1,900,000) from a third party for a potential business property acquisition. However, the transaction was terminated, Hangzhou Longwen repaid $70,288 (RMB 500,000) to the third party on September 30, 2022 and the remaining balance of 196,809 (RMB 1,400,000) on October 2022. The borrowing is non-interest bearingnon-interest-bearing, unsecured and is payabledue on demand.

NOTE 7 – INCOME TAX

7As of September 30, 2022 and December 31, 2021, the Company has incurred an accumulated net loss of approximately $18.5 million and $18.3 million which resulted in a net operating loss for income tax purposes. NOLs can carry forward indefinitely up to offset 80 percent of taxable income after CARES Act effect on December 31, 2017. The deferred tax asset has been fully reserved for valuation allowance as the Company believes they will most-likely-than-not realize the benefits. 

Significant components of the deferred tax assets and liabilities for income taxes as of September 30, 2022 and December 31, 2021 consisted of the following: 

Reconciliation of income tax provision and the accounting profit multiplied by U.S. federal income tax rate for the three and nine months ended September 30, 2022 and December 31, 2021:  

LONGWEN GROUP CORP. AND SUBSIDIARY

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 – STOCKHOLDERS’ EQUITY

Common Stock

On June 28, 2021, the Company issued 65,000,000 shares of common stock with a total fair value of $15,600,000, to Joseph to retire $6,500 loan borrowed resulting in a loss on debt settlement of $15,593,500.

During the nine-month ended September 30, 2022, the Company sold 635,747 and 876,339 shares of common stock to forty-five non-U.S. investors at $0.30 and $0.10 per share, respectively. Total $27,357 was received for total 1,512,086 shares of common stocks subscribed. 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 September 28, 2022, the Company and its subsidiary, Hangzhou Longwen closed an Assets Sales and Purchase Agreement with a third-party seller to acquire an office suite located in Hangzhou, China by issuing 2,651,780 shares of common stock of the Company, $0.10 per share with a total value of $265,178 (Note 5).

NOTE 9 – RELATED PARTY TRANSACTIONS

During the nine months ended September 30, 2022, the Company borrowed total $80,883 from the President of the Company for its normal business operations and the acquisition of Hangzhou Longwen. The borrowings are non-interest-bearing, unsecured and due on demand. As of September 30, 2022 and December 31, 2021, the balance of the loan due to our President was $80,883 and $nil, respectively.

NOTE 10 – CONTINGENCIES

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 and Joseph Passalaqua (“Joseph”) were designated as the CEO, CFO and Secretary of the Company in June and September 2021, respectively.

On October 25, 2021, Mr. Xizhen Ye (“Ye”), the ex-officer and director of the Company prior to Lombardo’s custodianship, and Longwen Cayman, filed a motion to dissolve custodianship (“Motion”) with the Eighth Judicial District Court of Nevada State. Pursuant to the Settlement Agreement entered on January 12, 2022, by Longwen Cayman, Mr. Ye, Lombardo, Joseph and Deanna Johnson regarding Lombardo’s custodianship, Mr. Ye and Mr. Lizhong Lu were reinstated as the officer and directors of the Company, and 65,000,000 common stocks of the Company was transferred from Joseph to Mr. Ye on February 9, 2022. Further on February 17, 2022, the Eighth Judicial District Court officially terminated Lombardo’s custodianship over the Company.

NOTE 6 11 – SUBSEQUENT EVENTS

The Company has evaluated all other subsequent events through the date thethese consolidated financial statements were issued. There have beenissued and determine that there were no other subsequent events or transactions, except disclosed below and the one in Note 6, that would require disclosurerecognition or adjustmentsdisclosures in the consolidated financial statements:  

On October 11, 2022, the Company and its subsidiary, Hangzhou Longwen entered into an Acquisition Agreement with a third-party individual to acquire the financial statements.100% ownership of Hangzhou Yusu Trading Co., Ltd. (“HZYS”), 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 HZYS became Hangzhou Longwen’s wholly owned subsidiary in the PRC. HZYS was originally registered on April 20, 2020 and has minimum operations since its inception.

FORWARD LOOKING STATEMENT NOTICE

Statements madeThe Company sold 238,780 shares of common stock to two non-U.S. investors at $0.10 per share with a total $23,878 subscription received in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27AOctober 2022. The Company relied upon Regulation S of the Securities Act of 1933, (the "Act")as amended, for the sale of these securities. No commissions were paid regarding the share issuance and Section 21Ethe share certificates were issued with a Rule 144 restrictive legend.

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 Securities Exchange Act of 1934.words, “anticipates,” “believes,” “expects,” “plans,” “intends,” “objectives,” and similar expressions. These statements often can be identified byreflect management’s best judgment based on factors known at the usetime of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend thatstatements. 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 safe harbors for suchidentification 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. We wishNo assurance can be given that any of the assumptions relating to caution readers notthe forward-looking statements specified in the following information are accurate, and we assume no obligation to place undue reliance onupdate any such forward-looking statements which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

Financial information contained in this quarterly report and in our unaudited interim financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.Overview

GENERAL

Longwen Group Corp., (the “Company”“Company”), was originally incorporated as Expertelligence, Inc in the State of California on March 31, 1980 under the laws ofand reincorporated in the State of California as Expertelligence, Inc. On June 26, 2006, the Company reincorporated in Nevada.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”Amendment”) to effectaffect the current name change of Longwen Group Corp.Corp with trading symbol of “LWLW”.

The Charter Amendment was approved by our majority shareholder, who holds 52%Company underwent a change of our outstanding voting securities, on December 6, 2016. In connection with the Charter Amendment,control on January 24, 2017,21, 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 received approval from Harold Minsky. Mr. Petersen is the Financial Industry Regulatory Authority for its name change as stated aboveMember Manager of White Rim Cattle Company, LLC and voluntary trading symbol request from “DHPS”thus can be considered a control person of all 50,000,000 shares of stock of the Company. Pursuant to “LWLW.”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 effectedaffected a 1 for 750 share reverse split of its issued and outstanding common stock. On such date, the Company’sCompany’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 Corp.Corporation (Cayman Island), a Grand 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’sCompany’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. Xi ZhenXizhen 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 andCompany. On August 22, 2018, Mr. Keith WongLizhong Lu was appointed Chief Operating Officeras a director of Board.

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.

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 also became(“Ye”), who was the soleofficer and director of the Company.

PlanCompany 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 Operation

The Company isNevada State. On January 12, 2022, in accordance with a shell companySettlement Agreement regarding Lombardo’s custodianship, Mr. Ye was reinstated his positions as defined in Rule 12b-2the officer and director of the Exchange Act. Our principal business objectiveCompany, 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 next 12 months and beyond such time will be to achieve long-term growth potential through a combinationCompany.

On February 23, 2022, the Company entered into an Acquisition Agreement with a third-party individual to to acquire the 100% ownership of Hangzhou Longwen Enterprise Management Co., Ltd. (“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 Longwen became the Company’s wholly owned subsidiary in the PRC. Hangzhou Longwen was originally registered on January 4, 2012 and has minimum operations since its inception and the Company recognize $993 goodwill as a result of the business rather than immediate, short-term earnings.acquisition.

On March 15, 2022, Hangzhou Longwen entered into a Consulting Service Agreement with Yunnan Yusu Import and Export Trading Co., Ltd (China) (“Yunnan Yusu”), pursuant to which, Hangzhou Longwen will provide a series of consulting services to Yunnan Yusu, including to assist in the preparation of jadeite sales and purchase agreement, assist with tax filing, assist with financial report preparation, assist with jadeite business negotiation and business website maintenance. 

On September 2, 2022, Hangzhou Longwen entered into a Consulting Service Agreement with Linhai Dingji Auto Service Co., Ltd (China) (“Linhai Dingji”), pursuant to which, Hangzhou Longwen will provide a series of consulting services to Linhai Dingji, including to assist in the preparation of member sales and purchase agreement, assist with tax filing, assist with financial report preparation, assist with auto parts business negotiation and auto parts valuation.

On September 5, 2022, Hangzhou Longwen entered into a Consulting Service Agreement with Linhai Aodiluo Ecotourism Development Co., Ltd (China) (“Linhai Aodiluo”), pursuant to which, Hangzhou Longwen will provide a series of consulting services to Linhai Aodiluo, including to assist in the preparation of member sales and purchase agreement, assist with tax filing, assist with financial report preparation, assist with ecotourism business negotiation and business website content publicity.

Results of operation for the three months ended September 30, 2022 and 2021

During the three months ended on September 30, 2022, the Company generated $11,328 of revenue from its consulting services compared to $nil revenue for the period of the same quarter of year 2021. During the three months ended September 30, 2022 and 2021, the Company incurred general and administrative and professional expenses of $51,390 and $nil, respectively. The professional expenses for the three months ended September 30, 2022 of $30,011 mainly included auditing fee, consulting expenses and financial advisor fees. The net loss was $40,297 and $125 for the three months ended on September 30, 2022 and 2021, respectively. The increase in net loss in the current quarter was mainly due to the increase of selling, general and administrative and professional expenses as a result of the business operations in Hangzhou Longwen, as well as to be compliant with the filing requirements of the Securities and Exchange Commission and OTC Markets as a public company.

Results of operation for the nine months ended September 30, 2022 and 2021

During the nine months ended on September 30, 2022, the Company will not restrictgenerated $19,307 of revenue from its consulting services compared to $nil revenue for the nine months ended September 30, 2021. During the nine months ended September 30, 2022 and 2021, the Company incurred general and administrative and professional expenses of $215,527 and $6,500, respectively. The professional expenses of $111,346 for the nine months ended September 30, 2022 mainly included auditing fee, consulting expenses and financial advisor fees. The net loss was $196,540 and $15,600,375 for the nine months ended on September 30, 2022 and 2021, respectively. The net loss of $15,600,375 for the nine months ended September 30, 2021 was mainly due to the loss on debt settlement by issuance of common stock which occurred on June 28, 2021.

Liquidity and Capital Resources

As of September 30, 2022 and December 31, 2021, we had an accumulated deficit of $18,477,976 and $18,281,409, respectively. As of September 30, 2022, we had cash of $272,098 and working capital of $63,552. As of December 31, 2021, we had cash of $nil and a working capital deficit of $13,550. The increase in the working capital was primarily due to the fund received from our potential candidate target companiesprivate placement to any specific business, industry or geographical locationindividual investors and thus, may acquire any type of business.loans received.

Going Concern Assessment

The Company currently does not engage in any businessdemonstrates 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, that provide cash flow.  During the next twelve months we anticipate incurring costs related to:operating losses, accumulated deficit and other adverse key financial ratios.

(i)        filing Exchange Act reports, and

(ii)       investigating, analyzing and consummating an acquisition.

We believe we will be ableManagement’s plan to meet these costs through use of funds in our treasury, through deferral of fees by certain service providers and additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors. As ofalleviate the date ofsubstantial doubt about the period covered by this report, the Company has $0 in cash. There are no assurances that the Company

9

will be able to secure any additional funding as needed. Currently, however ourCompany’s ability to continue as a going concern is dependent upon ourinclude attempting to improve its business profitability, its ability to generate future profitablesufficient cash flow from its operations and/or to obtain the necessary financing to meet our obligationsits operating needs on a timely basis, obtain additional working capital funds from the majority shareholder and repay our liabilities arising from normal business operations when they come due. Our abilitythe President of the Company to continue as a going concern is also dependent on our abilityeliminate inefficiencies in order to find a suitable target company and enter into a possible reverse merger with such company. Management’s plan includes obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances; howevermeet its anticipated cash requirements. However, there iscan be no assurance of additional funding being available.that these plans and arrangements will be sufficient to fund the Company’s ongoing capital expenditures and other requirements.

The Company may consider acquiring a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital but which desires to establish a public trading market for its shares while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

RESULTS OF OPERATIONS

THREE MONTH PERIOD ENDED SEPTEMBER 30, 2017 COMPARED TO THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 2016

NET LOSS

We have not generated income from operations during the three month periods ended September 30, 2017 and 2016, respectively. We had a Loss from Operations (and Net Loss) for the quarter ended September 30, 2017 of $1,650 consisting solely of professional fees compared with a Loss from Operations (and Net Loss) of $3,710 for the quarter ended September 30, 2016, which consisted solely of general and administrative expenses. The decrease in the Loss from Operations (and Net Loss) for the current quarter  is primarily attributable to a reduction in general and administrative fees.

NINE MONTH PERIOD ENDED SEPTEMBER 30, 2017 COMPARED TO THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2016

Net Loss

We have not generated income from operations during the nine month periods ended September 30, 2017 and 2016, respectively. We had a Loss from Operations (and Net Loss) for the nine months ended September 30, 2017 of $9,039 consisting solely of professional fees compared with a Loss from Operations (and Net Loss) of $24,676 for the nine months ended September 30, 2016, which consisted solely of general and administrative expenses. The decrease in the Loss from Operations (and Net Loss) for the current quarter  is primarily attributable to a reduction in general and administrative fees.

Liquidity and Capital Resources

Our total assets as at September 30, 2017 and December 31, 2016, respectively, was $0.

Our working capital deficit as of September 30, 2017 is $13,539 compared with a working capital deficit as of December 31, 2016 of $4,500. The difference in working capital deficit is due to an increase in accounts payable and a shareholder loan  for the current nine month period.

Management believes that without obtaining additional financing we will not be able to maintain our operations. Although we have actively been pursuing new business opportunities, we cannot give assurance that we will succeed in this endeavor, or be able to enter into necessary agreements to pursue our business on terms favorable to us. Should we be unable to generate additional revenues or raise additional capital, we could eventually be forced to cease business activities altogether.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company’s financial position and operating results raise substantial doubt about the Company’s ability to continue as a going concern, as reflected by the Company’s accumulated deficit of $2,681,398 at September 30, 2017. Theunaudited 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 ifin the event that the Company is unable to continue as a going concern.

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Management is considering options in order to address the Company’s financing requirements. Those options include the possible sale of common stock and debt financing. There can be no assurance that management will be able to obtain the necessary financing needed tocannot continue as a going concern.

Contractual Obligations and Other Commercial Commitments

We currently do not have any obligations or commitments.

WarrantsOff-Balance Sheet Arrangements

As of September 30, 2017, we hadWe have no outstanding warrants.

Common Stock

As of September 30, 2017, there were 127,061 shares issued and outstanding.

OFF-BALANCE SHEET ARANGEMENTS

As of the date of this Quarterly Report, we do not have any 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 areis material to investors.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“smaller reporting company" as defined by Item 10 of Regulation S-K,company” we are not required to provide this information required byunder this Item.item pursuant to Regulation S-K.

Our management is responsible for establishing

Item 4. Controls and maintaining a systemProcedures.

Evaluation of disclosure controlsDisclosure Controls and procedures (as defined in Rule 13a-15(e)Procedures

As of the end of the period covered by this report on Form 10-Q, our President (principal executive officer) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed byour Chief Financial Officer performed an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of and the design and operation of our disclosure controls and procedures as of September 30, 2017.defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act. Based on that evaluation, our managementPresident 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 as of such datein timely alerting them to ensure thatmaterial information relating to Longwen Group Corp. required to be disclosedincluded in the reports that we file or submit under theour Exchange Act is recorded, processed, summarized and reported within the time periods specifiedfilings.