Longwen (LWLW) 10-Q 20 Nov 23 2023 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2023	Nov. 17, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	000-11596
Entity Registrant Name	LONGWEN GROUP CORP.
Entity Central Index Key	0000723533
Entity Tax Identification Number	95-3506403
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	No. 25
Entity Address, Address Line Two	Caihe Rd
Entity Address, Address Line Three	Shangcheng Dist.
Entity Address, City or Town	Hangzhou
Entity Address, Country	CN
Entity Address, Postal Zip Code	310000
City Area Code	86 0571
Local Phone Number	85128985
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		79,825,094

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 5,638	$ 68,121
Accounts receivable, net of allowance	378,155
Inventories	39,303
Prepaid expenses and other current assets	13,695	58,413
Total current assets	436,791	126,534
Property and equipment, net	250,419	274,370
Intangible assets, net	2,911	3,625
Goodwill	1,132	1,132
TOTAL ASSETS	691,253	405,661
Current Liabilities:
Accounts payable and accrued liabilities, including $39,118 and $nil to a related party as of September 30, 2023 and December 31, 2022, respectively	483,130	31,962
Loans from third parties	82,181	12,250
Shareholder loans	147,982	90,494
Total current liabilities	713,293	134,706
TOTAL LIABILITIES	713,293	134,706
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, $0.0001 par value, 50,000,000 authorized, nil shares issued and outstanding
Common stock, $0.0001 par value, 550,000,000 authorized, 79,825,094 and 74,108,926 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively	7,983	7,411
Common stock issuable	37
Deferred share-based compensation	(74,000)
Additional paid-in capital	20,002,164	19,285,539
Accumulated deficit	(19,959,957)	(19,027,835)
Accumulated other comprehensive income	1,733	5,840
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)	(22,040)	270,955
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$ 691,253	$ 405,661

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Accounts Payable, related party	$ 39,118
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	50,000,000	50,000,000
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	550,000,000	550,000,000
Common Stock, Shares, Issued	79,825,094	74,108,926
Common Stock, Shares, Outstanding	79,825,094	74,108,926

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Revenues
Consulting service income		$ 11,328	$ 15,004	$ 19,307
Online product sales			6,082
Offline product sales	548,851		1,972,127
Total revenues	548,851	11,328	1,993,213	19,307
Cost of revenues
Online product sales			2,199
Offline product sales	550,116		1,836,512
Total cost of revenues	550,116		1,838,711
Gross Profit (Loss)	(1,265)	11,328	154,502	19,307
Operating Expenses
Professional expenses	61,806	30,011	168,001	111,346
Selling, general and administrative expenses	125,774	21,379	337,095	104,181
Share-based compensation			576,000
Total operating expenses	187,580	51,390	1,081,096	215,527
Loss from operations	(188,845)	(40,062)	(926,594)	(196,220)
Other income (expenses):
Interest expense	(104)	(47)	(260)	(375)
Other income (expense), net	(174)	(188)	(2,010)	28
Total other expense, net	(278)	(235)	(2,270)	(347)
Net loss before income tax	(189,123)	(40,297)	(928,864)	(196,567)
Income tax expense			3,258
Net loss	(189,123)	(40,297)	(932,122)	(196,567)
Other comprehensive income (loss)
Foreign currency translation gain (loss)	3,673	2,255	(4,107)	157
Total other comprehensive income (loss)	3,673	2,255	(4,107)	157
Comprehensive loss	$ (185,450)	$ (38,042)	$ (936,229)	$ (196,410)
Weighted average shares outstanding: Basic and diluted	79,825,094	65,936,163	78,996,477	65,606,270
Earnings per share: Basic and diluted	$ 0	$ 0	$ (0.01)	$ 0

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS	9 Months Ended
	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)
Cash flows from operating activities:
Net loss	$ (932,122)	$ (196,567)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	9,645	1,328
Share-based compensation	576,000
Changes in operating assets and liabilities:
Accounts receivable	(392,588)
Inventories	(40,803)
Prepaid expenses and other current assets	43,864	(81,280)
Accounts payable and accrued liabilities	471,988	375
Net cash used in operating activities	(264,016)	(276,144)
Cash flows from investing activities:
Purchase of equipment		(7,753)
Cash obtained from business acquisition		7
Net cash used in investing activities		(7,746)
Cash flows from financing activities:
Proceeds from shareholder loans	83,640	86,741
Proceeds from loans due to third parties	211,415	287,876
Repayments to shareholder loans	(33,132)
Repayments of loans due to third parties	(123,710)	(75,757)
Proceeds from common stock issuance	67,234	278,357
Net cash provided by financing activities	205,447	577,217
Effect of exchange rate changes on cash and cash equivalents	(3,914)	(21,229)
Net (decrease) increase in cash and cash equivalents	(62,483)	272,098
Cash and cash equivalents, beginning balance	68,121
Cash and cash equivalents, ending balance	5,638	272,098
Supplemental Disclosures:
Interest paid
Income tax paid
Supplemental Disclosures of Non-Cash Investing and Financing Activities:
Acquisition of Hangzhou Longwen Enterprise Management with shareholder loan		993
Repayment of loans from third parties and interest by a related party on behalf of the Company	14,050
Common stocks issuable for deferred compensation	23,221
Acquisition of property by issuance of common stocks		$ 265,178

CONSOLIDATED STATEMENTS OF CHAN

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Common Stock Issuable [Member]	Additional Paid-in Capital [Member]	Deferred Share-based Compensation	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
Beginning balance, value at Dec. 31, 2021		$ 6,513		$ 18,261,346		$ (18,281,409)		$ (13,550)
Shares, Issued at Dec. 31, 2021		65,127,061
Issuance of common stock for cash		$ 151		278,206				278,357
Shares issued for cash, shares		1,512,086
Issuance of common stocks for property		$ 265		264,913				265,178
Issuance of common stocks for property, shares		2,651,780
Other comprehensive loss							157	157
Net loss						(196,567)		(196,567)
Ending balance, value at Sep. 30, 2022		$ 6,929		18,804,465		(18,477,976)	157	333,575
Shares, Issued at Sep. 30, 2022		69,290,927
Beginning balance, value at Jun. 30, 2022		$ 6,577		18,452,007		(18,437,679)	(2,098)	18,807
Shares, Issued at Jun. 30, 2022		65,762,808
Issuance of common stock for cash		$ 87		87,545				87,632
Shares issued for cash, shares		876,339
Issuance of common stocks for property		$ 265		264,913				265,178
Issuance of common stocks for property, shares		2,651,780
Other comprehensive loss							2,255	2,255
Net loss						(40,297)		(40,297)
Ending balance, value at Sep. 30, 2022		$ 6,929		18,804,465		(18,477,976)	157	333,575
Shares, Issued at Sep. 30, 2022		69,290,927
Beginning balance, value at Dec. 31, 2022		$ 7,411		19,285,539		(19,027,835)	5,840	270,955
Shares issued for compensation		$ 538		575,462				576,000
Shares issued for compensation, shares		5,380,000
Issuance of common stock for cash		$ 34		67,200				67,234
Shares issued for cash, shares		336,168
Shares issuable for deferred compensation			37	73,963	(74,000)
Other comprehensive loss							(4,107)	(4,107)
Net loss						(932,122)		(932,122)
Ending balance, value at Sep. 30, 2023		$ 7,983	37	20,002,164	(74,000)	(19,959,957)	1,733	(22,040)
Shares, Issued at Sep. 30, 2023		79,825,094
Beginning balance, value at Jun. 30, 2023		$ 7,983	37	20,002,164	(74,000)	(19,770,834)	(1,940)	163,410
Shares, Issued at Jun. 30, 2023		79,825,094
Other comprehensive loss							3,673	3,673
Net loss						(189,123)		(189,123)
Ending balance, value at Sep. 30, 2023		$ 7,983	$ 37	$ 20,002,164	$ (74,000)	$ (19,959,957)	$ 1,733	$ (22,040)
Shares, Issued at Sep. 30, 2023		79,825,094

NOTE 1 _ ORGANIZATION AND PRINC

NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
NOTE 1 – 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, 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 750 127,061 66,667 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”), 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 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 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 goodwill of $993 upon consummated the acquisition. During 2022, Hangzhou Longwen entered consulting service agreements with various customers to assist in their various business, including but not limit to financial report preparation, business negotiation and business website maintenance and/or publicity, and etc. On October 11, 2022, the Company and its subsidiary, Hangzhou Longwen entered into an Acquisition Agreement with a third-party individual to acquire 100% ownership of Hangzhou Yusu Trading Co., Ltd. (“Hangzhou Yusu”), a limited liability company in Hangzhou, the People’s Republic of China (the “PRC”), for a total cash consideration of RMB 1,000 $141 $139 On March 3, 2023, Hangzhou Longwen established a new subsidiary, Huzhou Wohong Fishery Co., Ltd. (“HWF”), to operate the aquacultural breeding, wholesale and retail of aquaculture products and etc. Principles of Consolidation The accompanying unaudited consolidated financial statements include the accounts of the Company and its subsidiaries as described in Note 1. All significant intercompany transactions and balances have been eliminated in the consolidation. Basis of Presentation The unaudited consolidated financial statements presented herein have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the instructions to Regulation S-X. Accordingly, the financial statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair statement of the financial statements have been included. Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual results may differ from those estimates and assumptions. Foreign Currency Transactions The Company’s consolidated financial statements are presented in U.S. dollars ($), which is the Company’s reporting and functional currency. The functional currencies of the Company’s subsidiaries including Hangzhou Longwen, Hangzhou Yushu and Huzhou Wohong, 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” 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 September 30, Average Rate for the nine months ended September 30, 2023 2022 2023 2022 China yuan (RMB) RMB 7.2437 RMB 6.8506 RMB 7.0326 RMB 6.6001 United States dollar ($) $ 1.0000 $ 1.0000 $ 1.0000 $ 1.0000 Exchange Rate at September 30, 2023 December 31, 2022 China yuan (RMB) RMB 7.3010 RMB 6.8972 United States dollar ($) $ 1.0000 $ 1.0000 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 method and physically applied first-in-first-out method (FIFO) in inventory stock in and out. 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. Intangible Assets Intangible assets with definite use life are amortized on a straight-line basis over the estimate useful lives of the assets. 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 consist 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 products are 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. Concentration During the three months ended September 30, 2023, the Company generated 45%, 24% and 18% of revenues from the top 3 customers, respectively. During the nine months ended September 30, 2023, the Company generated 47%, 13% and 13% of revenues from the top 3 customers, respectively. The Company’s cost of revenues consisted of 88% and 92% purchases from one top vendor for the three and nine months ended September 30, 2023, respectively. The Company’s revenue and cost of revenues were not material during the three and nine months ended September 30, 2022. 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. Income Taxes The Company accounts for income taxes under ASC 740, “ Income Taxes Related Parties The Company follows ASC 850, Related Party Disclosures, 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 September 30, 2023 and December 31, 2022, 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, accounts receivable, net, 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 and nine months ended September 30, 2023 and 2022, the Company determined that we have one reportable segment as we manage the business from the geography location.

NOTE 3 _ GOING CONCERN

NOTE 3 – GOING CONCERN	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NOTE 3 – 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 nine months ended September 30, 2023, the Company incurred a net loss of $932,122 $19,959,957 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 _ EQUIPMENT, NET

NOTE 4 – EQUIPMENT, NET	9 Months Ended
	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
NOTE 4 – EQUIPMENT, NET	NOTE 4 – EQUIPMENT, NET As of September 30, 2023 and December 31, 2022, equipment consisted of the following: September 30, 2023 December 31, 2022 Equipment $ 7,008 $ 7,419 Property 256,314 271,319 Less: accumulated depreciation (12,903 ) (4,368 ) Total property and equipment, net $ 250,419 $ 274,370 On September 28, 2022, the Company consummated an office suite purchase agreement with a third party. Pursuant to the agreement, the Company issued 2,651,780 $265,178 $2,108 $6,756 $263,070 Depreciation expenses were $3,118 $598 $9,645 $1,328

NOTE 5 _ LOANS FROM THIRD PARTI

NOTE 5 – LOANS FROM THIRD PARTIES	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
NOTE 5 – LOANS FROM THIRD PARTIES	NOTE 5 – LOANS FROM THIRD PARTIES The Company’s loans from third parties consisted of the following as of September 30, 2023 and December 31, 2022: September 30, 2023 December 31, 2022 Loan from a third-party lender; the loan bears a fixed interest at $500 $ — $ 12,250 Loan from a third-party lender; unsecure, bearing an interest rate of 0.5% 82,181 — Loan from two third-party lenders; unsecure, non-interest-bearing, and due on December 30, 2023 — — Total loans 82,181 12,250 Less: current portion (82,181 ) (12,250 ) Total non-current portion $ — $ — 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 $1,800 $14,050 $47 $375 During the three months ended March 31, 2023, the Company borrowed $46,776 320,000 $76,934 550,000 123,710 870,000 During the three months ended March 31, 2023, the Company borrowed $87,705 600,000 $5,524 $104 $260

NOTE 6 _ INCOME TAX

NOTE 6 – INCOME TAX	9 Months Ended
	Sep. 30, 2023
Income Tax Disclosure [Abstract]
NOTE 6 – INCOME TAX	NOTE 6 – INCOME TAX As of September 30, 2023 and December 31, 2022, the Company has incurred an accumulated net loss of approximately $ 20.0 million 19.0 million Significant components of the deferred tax assets and liabilities for income taxes as of September 30, 2023 and December 31, 2022 consisted of the following: September 30, 2023 December 31, 2022 Deferred tax assets Net operating loss carry-forward $ 826,721 $ 630,975 Total $ 826,721 $ 630,975 Valuation allowance (826,721 ) (630,975 ) Net deferred tax assets - noncurrent $ — $ — 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, 2023 and 2022: Three Months Ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Loss at 21% $ (39,716 ) $ (8,462 ) $ (195,746 ) $ (41,279 ) Increase (decrease) in income taxes resulting from: Net operating loss carry forward — — — — Change in valuation allowance 39,716 8,462 195,746 41,279 $ — $ — $ — $ —

NOTE 7 _ STOCKHOLDERS_ EQUITY

NOTE 7 – STOCKHOLDERS’ EQUITY	9 Months Ended
	Sep. 30, 2023
Equity [Abstract]
NOTE 7 – STOCKHOLDERS’ EQUITY	NOTE 7 – STOCKHOLDERS’ EQUITY Common Stocks As of September 30, 2023 and December 31, 2022, the Company had 79,825,094 74,108,926 During the nine months ended September 30, 2022, the Company sold 635,747 876,339 $0.30 $0.10 278,357 1,512,086 During the nine months ended September 30, 2023, the Company sold 336,168 shares of common stock to forty-nine non-U.S. investors at $0.10 and $0.20 per share, respectively. Total $67,234 subscription was received. 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 $0.10 $265,178 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 10,000,000 On November 10, 2022, the Company granted total 4,250,000 $425,000 On January 19, 2023, the Company granted total 5,000,000 $500,000 On June 29, 2023, the Company granted a total of 200,000 $40,000 550,000 0.20 180,000 $36,000 $74,000 As of September 30, 2023, the Company’s common shares issuable under the 2022 Equity Incentive Plan totaled 370,000 Non-vested Restricted Stock Awards Weighted Average Grant Date Fair Value Non-vested at January 1, 2023 — $ — Granted 550,000 0.20 Vested (180,000 ) 0.20 Forfeited — — Non-vested at September 30, 2023 370,000 0.20

NOTE 8 _ RELATED PARTY TRANSACT

NOTE 8 – RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2023
Related Party Transactions [Abstract]
NOTE 8 – RELATED PARTY TRANSACTIONS	NOTE 8 – RELATED PARTY TRANSACTIONS During the three months ended March 31, 2022, the Company borrowed total $82,107 $9,676 $90,494 $17,086 123,000 $69,339 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 $83,640 $16,046 $78,643 $3,001 During the nine months ended September 30, 2023, the Company purchased inventory in the total amount of $39,118 from Hangzhou Longwen Culture Media Ltd. (“HZLWCM”), an entity under the control by the daughter of the President of the Company. As of September 30, 2023, the amount payable to HZLWCM totaled $39,118

NOTE 9 _ COMMITMENTS

NOTE 9 – COMMITMENTS	9 Months Ended
	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
NOTE 9 – COMMITMENTS	NOTE 9 – COMMITMENTS During the year ended December 31, 2022, the Company entered into leases with third parties for office spaces and a parking spot in Hangzhou, PRC, all with a lease term of 12 months. The remaining minimum lease payments under the three leases as of September 30, 2023 was approximately $nil.

NOTE 10 _ SUBSEQUENT EVENTS

NOTE 10 – SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2023
Subsequent Events [Abstract]
NOTE 10 – SUBSEQUENT EVENTS	NOTE 10 – SUBSEQUENT EVENTS The Company has evaluated all other subsequent events through the date these consolidated financial statements were issued and determine that there were no other subsequent events or transactions that require recognition or disclosures in the consolidated financial statements.

NOTE 1 _ ORGANIZATION AND PRI_2

NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES (Policies)	9 Months Ended
	Sep. 30, 2023
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.
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 and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.
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.
Foreign Currency Transactions	Foreign Currency Transactions The Company’s consolidated financial statements are presented in U.S. dollars ($), which is the Company’s reporting and functional currency. The functional currencies of the Company’s subsidiaries including Hangzhou Longwen, Hangzhou Yushu and Huzhou Wohong, are RMB. The resulting translation adjustments are reported under other comprehensive loss in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 220 (“ASC 220”), “Reporting Comprehensive Income” The Company translates the assets and liabilities into U.S. dollars using the rate of exchange prevailing at the balance sheet date and the statements of operations and cash flows are translated at an average rate during the reporting period. Adjustments resulting from the translation from RMB into U.S. dollars are recorded in shareholders’ equity as part of accumulated other comprehensive loss. The exchange rate used for financial statements are as follows: Average Rate for the three months ended September 30, Average Rate for the nine months ended September 30, 2023 2022 2023 2022 China yuan (RMB) RMB 7.2437 RMB 6.8506 RMB 7.0326 RMB 6.6001 United States dollar ($) $ 1.0000 $ 1.0000 $ 1.0000 $ 1.0000 Exchange Rate at September 30, 2023 December 31, 2022 China yuan (RMB) RMB 7.3010 RMB 6.8972 United States dollar ($) $ 1.0000 $ 1.0000
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 method and physically applied first-in-first-out method (FIFO) in inventory stock in and out. 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	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.
Intangible Assets	Intangible Assets Intangible assets with definite use life are amortized on a straight-line basis over the estimate useful lives of the assets. 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 consist 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 products are 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.
Concentration	Concentration During the three months ended September 30, 2023, the Company generated 45%, 24% and 18% of revenues from the top 3 customers, respectively. During the nine months ended September 30, 2023, the Company generated 47%, 13% and 13% of revenues from the top 3 customers, respectively. The Company’s cost of revenues consisted of 88% and 92% purchases from one top vendor for the three and nine months ended September 30, 2023, respectively. The Company’s revenue and cost of revenues were not material during the three and nine months ended September 30, 2022.
Share-based Compensation	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.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “ Income Taxes
Related Parties	Related Parties The Company follows ASC 850, Related Party Disclosures,
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: · 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 September 30, 2023 and December 31, 2022, 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, accounts receivable, net, loans from third parties, shareholder loans and accounts payable and accrued liabilities approximates the fair value due to the short-term maturity.
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 and nine months ended September 30, 2023 and 2022, the Company determined that we have one reportable segment as we manage the business from the geography location.
Accounting Standards Recently Adopted	Accounting Standards Recently Adopted In June 2016, the FASB issued ASU No. 2016-13, (Topic 326), Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments which amends the current accounting guidance and requires the use of the new forward-looking “expected loss” model, which requires all expected losses to be determined based on historical experience, current conditions and reasonable and supportable forecasts, rather than the “incurred loss” model. This guidance amends the accounting for credit losses for most financial assets and certain other instruments including trade and other receivables, held-to-maturity debt securities, loans and other instruments. The Company adopted ASU No. 2016-13 on January 1, 2023, which had no impact on the beginning balance of the Company’s balance as there was no receivable balances as of January 1, 2023.
Accounting Standards Issued but Not Yet Adopted	Accounting Standards Issued but Not Yet Adopted There were updates recently issued. The management does not believe that accounting pronouncements recently issued but not yet adopted will have a material impact on its financial position results of operations or cash flows.

NOTE 4 _ EQUIPMENT, NET (Tables

NOTE 4 – EQUIPMENT, NET (Tables)	9 Months Ended
	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Property and Equipment	September 30, 2023 December 31, 2022 Equipment $ 7,008 $ 7,419 Property 256,314 271,319 Less: accumulated depreciation (12,903 ) (4,368 ) Total property and equipment, net $ 250,419 $ 274,370

NOTE 5 _ LOANS FROM THIRD PAR_2

NOTE 5 – LOANS FROM THIRD PARTIES (Tables)	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
Commerical Loan	September 30, 2023 December 31, 2022 Loan from a third-party lender; the loan bears a fixed interest at $500 $ — $ 12,250 Loan from a third-party lender; unsecure, bearing an interest rate of 0.5% 82,181 — Loan from two third-party lenders; unsecure, non-interest-bearing, and due on December 30, 2023 — — Total loans 82,181 12,250 Less: current portion (82,181 ) (12,250 ) Total non-current portion $ — $ —

NOTE 6 _ INCOME TAX (Tables)

NOTE 6 – INCOME TAX (Tables)	9 Months Ended
	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Deferred Income Taxes	September 30, 2023 December 31, 2022 Deferred tax assets Net operating loss carry-forward $ 826,721 $ 630,975 Total $ 826,721 $ 630,975 Valuation allowance (826,721 ) (630,975 ) Net deferred tax assets - noncurrent $ — $ —
Income Tax Provision	Three Months Ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Loss at 21% $ (39,716 ) $ (8,462 ) $ (195,746 ) $ (41,279 ) Increase (decrease) in income taxes resulting from: Net operating loss carry forward — — — — Change in valuation allowance 39,716 8,462 195,746 41,279 $ — $ — $ — $ —

NOTE 1 _ ORGANIZATION AND PRI_3

NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES (Details Narrative)			1 Months Ended	3 Months Ended	9 Months Ended		11 Months Ended
	Oct. 11, 2022 USD ($)	Oct. 11, 2022 CNY (¥)	Feb. 09, 2022 shares	Apr. 05, 2016 shares	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Nov. 29, 2016 shares
Accounting Policies [Abstract]
Stockholders' Equity, Reverse Stock Split				1 for 750
Shares reduced				127,061
Common stock trasferred			65,000,000				66,667
Acquisition Costs, Period Cost	$ 141	¥ 1,000				$ 993
Goodwill, Acquired During Period | $	$ 139

NOTE 3 _ GOING CONCERN (Details

NOTE 3 – GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net Income (Loss) Attributable to Parent	$ 189,123	$ 40,297	$ 932,122	$ 196,567
Retained Earnings (Accumulated Deficit)	$ 19,959,957		$ 19,959,957		$ 19,027,835

Property and Equipment (Details

Property and Equipment (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Equipment	$ 7,008	$ 7,419
Property	256,314	271,319
Less: accumulated depreciation	(12,903)	(4,368)
Total property and equipment, net	$ 250,419	$ 274,370

NOTE 4 _ EQUIPMENT, NET (Detail

NOTE 4 – EQUIPMENT, NET (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Impairment Effects on Earnings Per Share [Line Items]
Issuance of common stock for property. shares				2,651,780
Issuance of common stock for property			$ 263,070	$ 265,178
Value-added tax	$ 2,108		2,108
Depreciation	$ 3,118	$ 598	9,645	$ 1,328
Property, Plant and Equipment [Member]
Impairment Effects on Earnings Per Share [Line Items]
Fluctation of foreign exchange			$ 6,756

Commerical Loan (Details)

Commerical Loan (Details) - USD ($)	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Short-Term Debt [Line Items]
Total loans	$ 82,181	$ 12,250
Third Party Lender 1 [Member]
Short-Term Debt [Line Items]
Total loans		12,250
Debt Instrument, Periodic Payment, Interest	500
Third Party Lender 2 [Member]
Short-Term Debt [Line Items]
Total loans	$ 82,181
Debt Instrument, Interest Rate, Effective Percentage	0.50%
Third Party Lender 3 [Member]
Short-Term Debt [Line Items]
Total loans

NOTE 5 _ LOANS FROM THIRD PAR_3

NOTE 5 – LOANS FROM THIRD PARTIES (Details Narrative)	1 Months Ended	3 Months Ended			9 Months Ended
	Dec. 31, 2019 USD ($)	Mar. 31, 2023 USD ($)	Mar. 31, 2023 CNY (¥)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2023 CNY (¥)	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Short-Term Debt [Line Items]
Interest Expense, Short-Term Borrowings	$ 300
Notes Reduction		$ 14,050			$ 14,050
Interest Expense				$ 47			375
Repayments of loans due to third parties					123,710	¥ 870,000	$ 75,757
Third Party Lender 1 [Member]
Short-Term Debt [Line Items]
Interest Payable, Current								$ 1,800
Third Party Lender 3 [Member]
Short-Term Debt [Line Items]
Proceeds from Issuance of Debt		46,776	¥ 320,000		76,934	550,000
Third Party Lender 2 [Member]
Short-Term Debt [Line Items]
Proceeds from Issuance of Debt					87,705	¥ 600,000
Fluctation of foreign exchange					5,524
Interest Expense, Debt		$ 104			$ 260

Deferred Income Taxes (Details)

Deferred Income Taxes (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Net operating loss carry-forward	$ 826,721	$ 630,975
Valuation allowance	(826,721)	(630,975)
Net deferred tax assets - noncurrent

Income Tax Provision (Details)

Income Tax Provision (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent			21%
Deferred Tax Assets, Tax Credit Carryforwards
Change in valuation allowance	39,716	$ 8,462	195,746	$ 41,279

NOTE 6 _ INCOME TAX (Details Na

NOTE 6 – INCOME TAX (Details Narrative) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Operating Loss Carryforwards	$ 20,000,000	$ 19,000,000

NOTE 7 _ STOCKHOLDERS_ EQUITY (

NOTE 7 – STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended	6 Months Ended	9 Months Ended		10 Months Ended	21 Months Ended
	Jan. 19, 2023	Sep. 30, 2022	Jun. 30, 2023	Sep. 30, 2023	Sep. 30, 2022	Nov. 10, 2022	Sep. 30, 2023	Dec. 31, 2022	Nov. 07, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common Stock, Shares, Outstanding				79,825,094			79,825,094	74,108,926
Proceeds from Issuance of Common Stock				$ 67,234	$ 278,357
Asset Acquisition, Price of Acquisition, Expected					$ 265,178
Equity Incentive, shares									10,000,000
Common stock issuable			550,000			4,250,000
Stock Issued During Period, Value, Stock Options Exercised	$ 500,000		$ 40,000			$ 425,000
Shares, granted	5,000,000						370,000
Common stock issuable			200,000
Fair value, per share			$ 0.20
Issued			180,000
Share based compensation				36,000
Deferred Compensation Arrangement with Individual, Compensation Expense				$ 74,000
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock shares sold					635,747
Sale of Stock, Price Per Share		$ 0.30			$ 0.30
Common stock, shares		876,339		336,168	1,512,086
Stock Issued During Period, Shares, Acquisitions		2,651,780			2,651,780
Common Stock 2 [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock shares sold					876,339
Sale of Stock, Price Per Share		$ 0.10			$ 0.10
Business Acquisition, Share Price		$ 0.10			$ 0.10

NOTE 8 _ RELATED PARTY TRANSA_2

NOTE 8 – RELATED PARTY TRANSACTIONS (Details Narrative)	3 Months Ended				6 Months Ended	9 Months Ended
	Sep. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Mar. 31, 2023 CNY (¥)	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)
Related Party Transaction [Line Items]
Loans Payable, Current	$ 147,982				$ 90,494	$ 147,982
Repayment on Loan		$ 14,050				14,050
Repayment on Loan						83,640	$ 86,741
Accounts Payable, related party	39,118					39,118
Affiliated Entity [Member]
Related Party Transaction [Line Items]
Proceeds from Related Party Debt				$ 82,107	9,676
Loans Payable, Current					$ 90,494
Payments for Loans		17,086	¥ 123,000
Loans Payable	69,339					69,339
Other Affiliates [Member]
Related Party Transaction [Line Items]
Loans Payable	78,643					78,643
Repayment on Loan		$ 14,050
Repayment on Loan	83,640
Repayment on Loan	$ 16,046
Foreign Exchange fluctuation						$ 3,001