(Amendment No. )
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7702 E. Doubletree Ranch Road, Suite 300
INFORMATION STATEMENT
GENERAL
.
This Information Statement is being sent by first
class mail to all record and beneficial owners of the common stock, $0.0001 par value, of Allied Ventures Holdings Corp., a Nevada
corporation, which we refer to herein as “Company,” “we,” “our,” or “us.” The
mailing date of this Information Statement is on or about December 29, 2016. The Information Statement has been filed
with the Securities and Exchange Commission (the “SEC”) and is being furnished, pursuant to Section 14C of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), to notify our stockholders of an action we are taking pursuant
to written consents of a majority of our stockholders in lieu of a meeting of stockholders.
This Information Statement is being furnished
in connection with action taken by shareholders holding a majority of the voting power of our Company. The Charter Amendment
(as defined below) was approved by our Board of Directors on December 6, 2016 and they recommended that it be presented to the
shareholders of the Company for a vote on such action. On or about December 6, 2016, three of our shareholders, owning 66,667 shares
of common stock, or approximately 52% of the total outstanding shares, on the record date, approved an amendment to our articles
of incorporation to;
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Amend our Articles of Incorporation to change our corporate name
from
Allied Ventures Holdings Corp.
to
Longwen Group Corp.
(the "
Charter Amendment
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. The Charter Amendment will be filed with the
Secretary of State of the State of Nevada on or after January 19, 2017 (20 days after the date of the mailing of this Information
Statement). If the proposed Charter Amendment were not adopted by written consent, it would have been required to be considered
by the Company's stockholders at special stockholders' meeting convened for the specific purpose of approving the Charter Amendment.
The elimination of the need for a special meeting
of stockholders to approve the Charter Amendment is made possible by Section 78.320(2) of the Nevada Revised Statute (the "NRS")
which provides that the written consent of the holders of outstanding shares entitled to vote at a meeting of stockholders having
at least a majority of the voting power may be substituted for such a special meeting. Pursuant to Section 78.390 of the NRS, a
majority of the voting power is required in order to amend the Company's Articles of Incorporation to create its preferred shares.
In order to eliminate the costs and management time involved in holding a special meeting and in order to effect the Charter Amendment
as early as possible, the Board of Directors of the Company voted to utilize the written consent of the holders of a majority of
voting power. As discussed above, the Board of Directors approved and has recommended the Charter Amendment.
The record date established by the Company for
purposes of determining the number of outstanding shares of Common Stock of the Company for the Charter Amendment is December 6,
2016, and the number of outstanding shares of Common Stock on the record date is 127,061. On the record date, our majority shareholder
(the “Controlling Shareholder"), owning 66,667 shares of common stock, or approximately 52% of the total outstanding
shares on the record date. The written consent to the Charter Amendment by the majority in voting power became effective on upon
the filing the written consents with the Secretary of the Company. The Company will file the Charter Amendment with the Nevada
Secretary of State on or about January 19, 2017 (“Effective Date”) (20 days after the date of the mailing of Definitive
Information Statement), and will be effective as of such date. This Information Statement will be sent to the stockholders on or
about December 29, 2017.
Pursuant to Section 78.320(2) of the NRS, no
notice is required to be provided to the other stockholders, who have not consented in writing to such action, regarding the taking
of the corporate action without a meeting of stockholders. No additional action will be undertaken pursuant to such written consents,
and no dissenters' rights or appraisal rights under the NRS are afforded to the Company's stockholders as a result of the adoption
of the Charter Amendment.
The Company common stock will continue to trade
on the OTC-QB Tier of the Pink Sheet Markets under the trading symbol "DPHS"
Amendment to Articles of Incorporation Regarding
Name Change
On the Effective Date, the Charter Amendment will change our
corporate name to
LONGWEN GROUP CORP.
to reflect the name of the Company’s new majority shareholder.
As stated in its quarterly and annual
filings with the Securities and Exchange Commission, the Company remains a “shell company” and its principal business
objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with
a business. As of the date of this filing, the Company has not entered into any letter of intent or formal or definitive agreements
with any party, regarding business opportunities for the Company. Moreover, the Company believes that a business combination will
not occur at any time prior to February 1, 2017, however, the Company can not predict that such business combination will occur
on or about such date or at all, nor can the Company predict the type of business operation or terms and conditions of any such
combination
.
Effectiveness of the Charter Amendment
The Company will file the Charter Amendment with the Nevada Secretary
of State on or about January 19, 2017 (“Effective Date”) (20 days after the date of the mailing of Definitive Information
Statement), and will be effective as of such date.
No Appraisal or Dissenters Rights
There is no provision in the Nevada Revised Statutes or in our Articles
of Incorporation or By-laws, providing our shareholders with dissenters' rights of appraisal to demand payment in cash for their
shares of common stock in connection with the implementation of any of the actions described in this Information Statement.
Required Vote
The affirmative vote of the holders of a majority of the outstanding
shares of Common Stock is required for approval of an amendment of the articles of incorporation under Nevada General Corporation
Law. Management has obtained this approval through the written consent of shareholders owning a majority of the voting control
of our Company. Thus, a meeting to approve the amendment to our Articles of Incorporation is unnecessary, and management
decided to forego the expense of holding a meeting to approve this matter.
DESCRIPTION OF THE COMPANY’S CAPITAL
STOCK
As of the record date of the Charter Amendment (December 6, 2016),
there were 127,061 shares of common stock issued and outstanding. Each share of common stock entitles the holder thereof to one
vote on all matters submitted to stockholders.
The common stock carries no pre-emptive, conversion
or subscription rights and is not redeemable. On matters submitted to a shareholder vote, a majority vote of shareholders is required
to be actionable. Cumulative voting in the election of directors is denied. All shares of common stock are entitled to participate
equally in dividends and rank equally upon liquidation. All shares of common stock when issued are fully paid and non-assessable
by the Company. There are no restrictions on repurchases of common stock by the Company relating to dividend or sinking fund installment
arrearage.
The Company has not declared or paid cash dividends
on the common stock since its inception and does not anticipate paying such dividends in the foreseeable future. The payment of
dividends may be made at the discretion of the Board of Directors at that time and will depend upon, among other factors, on the
Company’s operations.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
At December 6, 2016, we had 127,061 shares of our Common Stock outstanding.
Holders of the Common Stock are entitled to cast one vote for each share of Common Stock then registered in such holder’s
name.
The following table sets forth certain information from reports filed
by the named parties, or furnished by current management, concerning the ownership of our Common Stock as of September 16, 2016,
of (i) each person who is known to us to be the beneficial owner of more than 5 percent of our Common Stock; (ii) all directors
and executive officers; and (iii) our directors and executive officers as a group.
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AMOUNT AND
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NATURE OF
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TITLE OF
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NAME AND ADDRESS OF
BENEFICIAL OWNER
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BENEFICIAL
OWNERSHIP(1)
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PERCENT OF
CLASS(1)
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Greater than 5% Stockholders
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Common Stock
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Longwen Group Corp(2)(3)
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66,667
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52%
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Officers and Directors
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Common Stock
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Xi Zhen Ye(2)(3)
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66,667
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52%
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Common Stock
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Keith Wong(3)
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0
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0%
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Common Stock
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Officers and Directors as a Group (2 persons)
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66,667
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52%
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(1). Unless otherwise indicated in the footnotes to this table, and
subject to community property laws where applicable, we believe that each of the stockholders named in this table has sole voting
and investment power with respect to the shares indicated as beneficially owned. Beneficial ownership is determined in accordance
with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities.
Beneficial ownership also includes shares of stock subject to options and warrants currently exercisable or exercisable within
60 days of the date of this table. As of the date of this table, there are no outstanding options or warrants.
(2). Mr. Ye is the sole officer and controlling
shareholder of Longwen Group Corp.
(3). The address
for all parties is the address of the Company
.
INTERESTS OF CERTAIN PERSONS IN MATTERS TO
BE ACTED UPON
No director, executive officer, associate of
any director, executive officer or any other person has any substantial interest, direct or indirect, in the Charter Amendment.
FORWARD LOOKING STATEMENTS
The statements contained in this information statement that are not
historical facts are forward-looking statements that represent management’s beliefs and assumptions based on currently available
information. Forward-looking statements include the information concerning our search for an operating company, possible or assumed
future operations, business strategies, need for financing, competitive position, potential growth opportunities, ability to retain
and recruit personnel, the effects of competition and the effects of future legislation or regulations. Forward-looking statements
include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the
words “believes,” “intends,” “may,” “will,” “should,” “anticipates,”
“expects,” “could,” “plans,” or comparable terminology or by discussions of strategy or trends.
Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot give any assurances
that these expectations will prove to be correct. Such statements by their nature involve risks and uncertainties that could significantly
affect expected results, and actual future results could differ materially from those described in such forward-looking statements.
Among the factors that could cause actual future results to differ
materially are the risks and uncertainties discussed in this information statement. While it is not possible to identify all factors,
we continue to face many risks and uncertainties including, but not limited to, changes in regulation of shell or blank check companies;
the general economic downturn; a further downturn in the securities markets; our ability to raise needed operating funds and continue
as a going concern; and other risks and uncertainties. Should one or more of these risks materialize (or the consequences of such
a development worsen), or should the underlying assumptions prove incorrect, actual results could differ materially from those
expected. We disclaim any intention or obligation to update publicly or revise such statements whether as a result of new information,
future events or otherwise.
There may also be other risks and uncertainties
that we are unable to identify and/or predict at this time or that we do not now expect to have a material adverse impact on our
business.
SOLICITATION COSTS
We will bear the costs of preparing, assembling and mailing this
Definitive Information Statement in connection with this action. Arrangements may be made with banks, brokerage houses and
other institutions, nominees and fiduciaries, to forward the Definitive Information Statement to beneficial owners. We will,
upon request, reimburse those persons and entities for expenses incurred in forwarding the Definitive Information Statement to
our stockholders.
PROPOSALS BY SECURITY HOLDERS
No stockholder has requested that we include any additional proposals
in this Information Statement or otherwise requested that any proposals be submitted to the stockholders at an annual meeting.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We are subject to the Exchange Act and are required to file
reports, proxy statements and other information with the SEC regarding our business, financial condition and other matters pursuant
to and in accordance with the Exchange Act. You may read and copy the reports, proxy statements and other information filed
by us at the public reference facilities maintained by the SEC at 100 F Street, NE, Room 1580, Washington DC 20549. Please
call the SEC at 1-800-SEC-0330 for additional information about the public reference facilities. The reports, proxy statements
and other information filed with the SEC are also available to the public over the internet at http://www.sec.gov, the internet
website of the SEC. All inquiries regarding our Company should be addressed to our Chief Executive Officer, Mr. Xi Zhen Ye,
at
7702 E. Doubletree Ranch Road, Suite 300, Scottsdale, Arizona 85258.
BY ORDER OF THE BOARD OF DIRECTORS:
ALLIED VENTURES HOLDINGS CORP.
/s/
Xi Zhen Ye
Xi Zhen Ye
Chief Executive Officer
Date: December 29, 2016