United States securities and exchange commission logo
September 12, 2022
Xizhen Ye
Chief Executive Officer
Longwen Group Corp.
8275 South Eastern Avenue #200
Las Vegas, NV 89123
Re: Longwen Group Corp.
Amendment No. 2 to
Registration Statement on Form 10-12G
Filed August 26,
2022
File No. 000-11596
Dear Mr. Ye:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response and any amendment you may file in
response to these
comments, we may have additional comments.
Form 10-12G Amendment No. 2
Item 1: Description of Business
Organization and Corporate History, page 5
1. We note your response
to comment 1. Please also include the requested disclosure in the
subsection Organization
and Corporate History on page 6.
Summary of Significant Risks Related to Doing Business in China, page 8
2. We note your addition
of page numbers in response to comment 2 and re-issue in part.
Please include
cross-references to the specific risk or risks, rather than the Risk Factor
sub-section title. As
one example only, in the cross reference for the summary risk factor
titled "Approval from
the PRC Authorities to issue our common stock to foreign investors
or list on a foreign
exchange," please include a cross reference to the specific risk factor
titled "If the Chinese
government were to impose new requirements for approval from the
Xizhen Ye
Longwen Group Corp.
September 12, 2022
Page 2
PRC Authorities to issue our common stock to foreign investors or list on
a foreign
exchange, such action could significantly limit or completely hinder our
ability to offer or
continue to offer securities to investors and cause the value of such
securities to
significantly decline or be worthless" on page 18 rather than to the
sub-section titled
"Risks Related to Doing Business in the People s Republic of China (
PRC )."
Transfer of Cash to and From Our Subsidiary, page 11
3. We reissue comment 3. While we note the inclusion of disclosure in the
section titled
"Transfer of Cash to and From Our Subsidiary", please also include this
disclosure in the
"Introductory Comment" section so that the disclosure is found in both
locations.
General
4. When discussing the Holding Foreign Companies Accountable Act, please
update your
factual disclosure throughout your filing to discuss the fact that on
August 26, 2022, the
Public Company Accounting Oversight Board (PCAOB) signed a Statement of
Protocol
with the China Securities Regulatory Commission and the Ministry of
Finance of the
People's Republic of China, taking the first step toward opening access
for the PCAOB to
inspect and investigate registered public accounting firms headquartered
in mainland
China and Hong Kong.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Amy Geddes at 202-551-3304 or Rufus Decker at
505-551-3769 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Nicholas Nalbantian at 202-551-7470 or Lilyanna Peyser at 202-551-3222
with any other
questions.
Sincerely,
FirstName LastNameXizhen Ye
Division of
Corporation Finance
Comapany NameLongwen Group Corp.
Office of Trade &
Services
September 12, 2022 Page 2
cc: William Barnett
FirstName LastName