UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~June 3130, 2015

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ~~______________to~~ ______________ to ______________

Commission File Number: 000-27195

DLD GROUP, INC. (Exact name of registrant as specified in its charter)

Nevada	98-0117139
(State or other jurisdiction of incorporation	(I.R.S. Employer Identification No.)
or organization)

25 Fordham ~~Drive Buffalo~~DriveBuffalo, New York 14216 (Address of principal executive offices) (Zip Code)

(716) 868-6789 (Registrant’s telephone number, including area code)

N/A (Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ ~~X ]~~ ] No [ X]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ X ] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] (do not check if smaller reporting company) ~~Smaller reporting company [ X ]~~

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]

At ~~May~~August 1931, 2015, the registrant had 2,~~100~~388,215 shares of ~~common~~ common stock, par value $0.001 per share, issued and outstanding.

DLD GROUP, INC.

FORM 10-Q REPORT

~~March~~June 3130, 2015

TABLE OF CONTENTS

		Page
		Number
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements.	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	5
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	12
Item 4.	Controls and Procedures.	12
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	13
Item 1A.	Risk Factors.	13
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	13
Item 3.	Defaults Upon Senior Securities.	13
Item 4.	Mine Safety Disclosures.	13
Item 5.	Other Information.	13
Item 6.	Exhibits.	13
SIGNATURES

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements”. Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Report and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management, any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

4DLD Group, Inc.

~~DLD~~June ~~Group~~30, ~~Inc.~~2015 and 2014

~~March~~Index ~~31,~~to ~~2015~~the ~~and~~Consolidated ~~2014~~Financial Statements

Index to the Consolidated Financial Statements

Contents	Page(s)
Consolidated Balance Sheets as of June 30, 2015 (Unaudited) and December 31, 2014	F-2
Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2015 and 2014 (Unaudited)	F-3
Consolidated Statement of Changes in Stockholders’ Equity (Deficit) for the Reporting Period Ended June 30, 2015 (Unaudited)	F-4
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2015 and 2014 (Unaudited)	F-5
Notes to the Consolidated Financial Statements (Unaudited)	F-6

Contents	Page(s)
Consolidated Balance Sheets as of March 31, 2015 (Unaudited) and December 31, 2014	F-2
Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three Months Ended March 31, 2015 and 2014 (Unaudited)	F-3
Consolidated Statement of Changes in Stockholders’ Equity (Deficit) for the Reporting Period Ended March 31, 2015 (Unaudited)	F-4
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2015 and 2014 (Unaudited)	F-5
Notes to the Consolidated Financial Statements (Unaudited)	F-6

F-1

FDLD -Group, 1Inc. Consolidated Balance Sheets

DLD Group, Inc.Consolidated Balance Sheets

		June 30, 2015			December 31, 2014
		(Unaudited)

ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	2,317,731		$	1,524,467
Accounts receivable		114,589			143,182
Prepayments and other current assets		3,442,388			7,671,318

Total current assets		5,874,708			9,338,967

PROPERTY AND EQUIPMENT
Property and equipment		16,929,671			16,010,912
Accumulated depreciation		(2,524,290	)		(1,946,369	)

Property and equipment, net		14,405,381			14,064,543

OTHER ASSETS
Deferred expenses		87,759			370,360

Total other assets		87,759			370,360

Total assets	$	20,367,848		$	23,773,870

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable	$	173,726		$	3,677
Taxes payable		-			76,249
Advances from stockholders		8,336,510			8,659,481
Member deposits		34,750,679			-
Accured promotion cost		8,110,277			-
Other accrued expenses and current liabilities		4,521,327			1,042,853
Deferred revenue		4,632,320			481,423
Advances from affiliates		736,798			444,425

Total current liabilities		61,261,637			10,708,108

Total liabilities		61,261,637			10,708,108

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock par value $0.01: 500,000 shares authorized; none issued or outstanding		-			-
Common stock par value $0.001: 200,000,000 shares authorized; 2,388,215 and 2,100,215 shares issued and outstanding, respectively		2,388			2,100
Additional paid-in capital		24,798,512			24,798,512
Accumulated deficit		(65,611,097	)		(11,721,222	)
Accumulated other comprehensive income (loss):
Foreign currency translation gain (loss)		(83,592	)		(13,628	)

Total stockholders' equity (deficit)		(40,893,789	)		13,065,762

Total liabilities and stockholders' equity (deficit)	$	20,367,848		$	23,773,870

		March 31, 2015			December 31, 2014
		(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	243,626		$	1,524,467
Accounts receivable		114,368			143,182
Prepayments and other current assets		1,897,615			7,671,318
Total current assets		2,255,609			9,338,967
PROPERTY AND EQUIPMENT
Property and equipment		16,190,222			16,010,912
Accumulated depreciation		(2,229,296	)		(1,946,369	)
Property and equipment, net		13,960,926			14,064,543
OTHER ASSETS
Deferred expenses		221,784			370,360
Total other assets		221,784			370,360
Total assets	$	16,438,319		$	23,773,870
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable	$	164,269		$	3,677
Taxes payable		67,460			76,249
Advances from stockholders		8,305,571			8,659,481
Accured promotion cost		3,832,452			-
Other accrued expenses and current liabilities		1,321,675			1,042,853
Deferred revenue		1,678,016			481,423
Advances from affiliates		1,394,707			444,425
Total current liabilities		16,764,150			10,708,108
Total liabilities		16,764,150			10,708,108
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock par value $0.01: 500,000 shares authorized; none issued or outstanding		-			-
Common stock par value $0.001: 200,000,000 shares authorized; 2,100,215 shares issued and outstanding		2,100			2,100
Additional paid-in capital		24,798,512			24,798,512
Accumulated deficit		(25,113,942	)		(11,721,222	)
Accumulated other comprehensive income (loss):
Foreign currency translation gain (loss)		(12,501	)		(13,628	)
Total stockholders' equity (deficit)		(325,831	)		13,065,762
Total liabilities and stockholders' equity (deficit)	$	16,438,319		$	23,773,870

See accompanying notes to the consolidated financial statements.

~~See accompanying notes to the consolidated financial statements.~~F - 2

DLD Group, Inc. Consolidated Statements of Operations and Comprehensive Income (Loss)

		For the Three Months			For the Three Months
		For the Six Months			For the Three Months			For the Six Months			For the Three Months
		Ended			Ended			Ended			Ended
		March 31, 2015			March 31, 2014
		June 30, 2015			June 30, 2015			June 30, 2014			June 30, 2014
		(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenue
Marketing services	$	~~404~~1,~~991~~158,621		$	4753,~~141~~630		$	55,758		$	51,617
Terminal operator membership fees		2280,~~719~~781			158,~~526~~062			3,039			1,513
Commission income		715,~~523~~951			58,~~150~~428			5,130			(20	)
Rental income		~~171~~295,~~604~~615			~~144~~124,~~460~~011			294,821			150,361
Total revenue		~~606~~1,~~837~~550,968			~~155~~944,~~277~~131			358,748			203,471
Cost of revenue
Cost of rental income		~~217~~422,~~953~~168			~~228~~204,~~409~~215			431,994			203,585
Total cost of revenue		~~217~~422,~~953~~168			~~228~~204,~~409~~215			431,994			203,585
Gross margin		~~388~~1,~~884~~128,800			~~(73~~739,~~132~~916	)		(73,246	)		(114	)
Operating expenses
Advertising costs		56,~~995~~179,~~867~~906			49184,~~364~~039			40,704			(8,660	)
Promotion costs		536,~~045~~130,~~879~~864			-31,084,985			-			-
Selling expenses		19,~~331~~379,~~741~~847			468,~~538~~048,106			591,450			544,912
Research and development expenses		~~605~~1,~~780~~140,169			~~226~~534,~~252~~389			623,508			397,256
General and administrative expenses		~~801~~2,~~354~~183,716			~~114~~1,~~971~~382,362			378,839			263,868
Total operating expenses		13(55,~~780~~014,~~621~~502	)		~~437~~(41,~~125~~233,881	)		1,634,501			1,197,376
Loss from operations		(1355,~~391~~885,~~737~~702	)		(~~510~~40,~~257~~493,965	)		(1,707,747	)		(1,197,490	)
Other (income) expense
Interest income		(~~239~~1,608	)		(31,369	)		(88	)		(85	)
Other (income) expense		15,~~222~~781			~~(34~~4,559	)		640			674
Other (income) expense, net		~~983~~4,173			~~(37~~3,190	)		552			589
Loss before income tax provision		(1353,~~392~~889,~~720~~875	)		(~~510~~40,~~220~~497,155	)		(1,708,299	)		(1,198,079	)
Income tax provision		-			-			-			-
Net loss		(1353,~~392~~889,~~720~~875	)		(~~510~~40,~~220~~497,155	)		(1,708,299	)		(1,198,079	)
Other comprehensive income (loss)
Foreign currency translation gain (loss)		1(69,~~127~~964	)		7(71,~~228~~091	)		6,950			(278	)
Total other comprehensive income (loss)		1(69,~~127~~964	)		7(71,~~228~~091	)		6,950			(278	)
Comprehensive loss	$	(1353,~~391~~959,~~593~~839	)	$	(~~502~~40,~~992~~568,246	)	$	(1,701,349	)	$	(1,198,357	)
Earnings Per Share - Basic and Diluted	$	(~~6.38~~25,37	)	$	(018.2686	)	$	(0.85	)	$	(0.60	)
Weighted average common shares outstanding: - basic and diluted		2,~~100~~124,~~215~~090			2,~~000~~147,~~000~~677			2,000,000			2,000,000

See accompanying notes to the consolidated financial statements.~~F - 3~~

~~DLD~~F-3 ~~Group, Inc.Consolidated Statement of Changes in Stockholders' Equity (Deficit)For the Reporting Period Ended March 31, 2015 and December 31, 2014(Unaudited)~~

											Accumulated Other
											Comprehensive
	Common stock par value $0.001:				Additional						Income (Loss)			Total
	Number of				Paid-in			Accumulated			Foreign Currency			Stockholders'
	Shares		Amount		Capital			Deficit			Translation Gain(loss)			Equity (Deficit)
Balance, December 31, 2013	2,000,000		2,000		7,135,671			(7,563,211	)		(962	)		(426,502	)
Reverse acquisition adjustment	100,215		100		(152,077	)								(151,977	)
Contributed capital					17,814,918									17,814,918
Comprehensive income
Net loss								(4,158,011	)					(4,158,011	)
Other comprehensive income
Foreign currency translation gain											(12,666	)		(12,666	)
Total comprehensive income
Balance, December 31, 2014	2,100,215		2,100		24,798,512			(11,721,222	)		(13,628	)		13,065,762
Comprehensive income
Net loss								(13,392,720	)					(13,392,720	)
Other comprehensive income
Foreign currency translation gain											1,127			1,127
Total comprehensive income														(13,391,593	)
Balance, March 31, 2015	2,100,215	$	2,100	$	24,798,512		$	(25,113,942	)	$	(12,501	)	$	(325,831	)

DLD Group, Inc.
Consolidated Statement of Changes in Stockholders' Equity (Deficit)
For the Reporting Period Ended June 30, 2015 and December 31, 2014
(Unaudited)

See accompanying notes to the consolidated financial statements.F - 4

											Accumulated Other
											Comprehensive
	Common stock par value $0.001:				Additional						Income (Loss)			Total
	Number of				Paid-in			Accumulated			Foreign Currency			Stockholders'
	Shares		Amount		Capital			Deficit			Translation Gain(loss)			Equity (Deficit)
Balance, December 31, 2013	2,000,000	$	2,000	$	7,135,671		$	(7,563,211	)	$	(962	)	$	(426,502	)
Reverse acquisition adjustment	100,215		100		(152,077	)								(151,977	)
Contributed capital					17,814,918									17,814,918
Comprehensive income
Net loss								(4,158,011	)					(4,158,011	)
Other comprehensive income
Foreign currency translation gain											(12,666	)		(12,666	)
Total comprehensive income														(4,170,677	)
Balance, December 31, 2014	2,100,215		2,100		24,798,512			(11,721,222	)		(13,628	)		13,065,762
Shares issued for services	288,000		288											288
Net loss								(53,889,875	)					(53,899,875	)
Other comprehensive income (loss)
Foreign currency translation gain (loss)											(69,964	)		(69,964	)
Total comprehensive income (loss)														(53,959,839	)
Balance, June 30, 2015	2,388,215	$	2,388	$	24,798,512		$	(65,611,097	)	$	(83,592	)	$	(40,893,789	)

~~DLD~~See ~~Group,~~accompanying ~~Inc.Consolidated~~notes ~~Statements~~to ofthe ~~Cash~~consolidated ~~Flows~~financial statements.

		For the Three Months			For the Three Months
		Ended			Ended
		March 31, 2015			March 31, 2014
		(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(13,392,720	)	$	(510,220	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation expense		273,797			184,424
Changes in operating assets and liabilities:
Accounts receivable		(266,082	)		(83,222	)
Prepayments and other current assets		6,079,940			30,506
Other long term assets		148,016			23,837
Accounts payable		159,954			-
Customer deposit		50,330			-
Accured promotional expenses		3,817,607			-
Accured benefit expenses		73,926			-
Taxes payable		(9,072	)		31,302
Other accrued expenses and current liabilities		149,204			(33,827	)
Deferred revenue		1,189,970			(1,526	)
Net cash used in operating activities		(1,725,130	)		(358,726	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash acquired from business acquisition		-			-
Purchases of property and equipment		(112,448	)		-
Net cash used in investing activities		(112,448	)		-
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from (repayment to) stockholders		(388,311	)		375,214
Advances from (repayments to) affiliates		944,764			(15,692	)
Capital contribution		-			311,239
Net cash provided by financing activities		556,453			670,761
Effect of foreign exchange rate change on cash		284			(114	)
Net change in cash		(1,280,841	)		311,921
Cash at beginning of the reporting period		1,524,467			16,936
Cash at end of the reporting period	$	243,626		$	328,857
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Interest paid	$	-		$	-
Income tax paid	$	-		$	-

F-4

~~See~~DLD ~~accompanying~~Group, ~~notes~~Inc. ~~to the consolidated financial~~ ~~statements.F~~ Consolidated Statements -of 5Cash Flows

DLD Group, Inc. March 31, 2015 and 2014 Notes to the Consolidated Financial Statements (Unaudited)

		For the Six Months			For the Six Months
		Ended			Ended
		June 30, 2015			June 30, 2014
		(Unaudited)			(Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(53,889,875	)	$	(1,708,299	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Depreciation expense		564,552			370,481
Changes in operating assets and liabilities:
Accounts receivable		(164,533	)		(8,532	)
Prepayments and other current assets		4,491,569			(473,986	)
Other long term assets		281,867			28,493
Accounts payable		169,566			-
Member deposits		34,512,741			-
Accured promotional cost		8,088,298			-
Taxes payable		(107,883	)		11,015
Other accrued expenses and current liabilities		3,606,539			215,574
Deferred revenue		4,136,725			35,665

Net cash provided by (used in) operating activities		1,689,566			(1,529,589	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(819,061	)		(18,526	)

Net cash used in investing activities		(819,061	)		(18,526	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from (repayment to) stockholders		(374,650	)		1,516,920
Advances from (repayments to) affiliates		288,981			(41,623	)
Capital contribution		-			347,239

Net cash provided by (used in) financing activities		(85,669	)		1,822,536

Effect of foreign exchange rate change on cash		8,428			211

Net change in cash		793,264			274,632

Cash at beginning of the reporting period		1,524,467			16,935

Cash at end of the reporting period	$	2,317,731		$	291,567

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Interest paid	$	-		$	-
Income tax paid	$	-		$	-

~~Note~~See 1accompanying –notes ~~Organization~~to ~~and~~the ~~Operations~~consolidated financial statements.

~~DLD~~F-5 ~~Group, Inc. (formerly Europa Resources Inc. and EWRX Internet Systems, Inc.)~~

DLD Group, Inc. ~~(formerly Europa Resources Inc. and EWRX~~ ~~Internet~~ June ~~Systems~~30, ~~Inc.)~~2015 ~~("DLD~~and ~~Group"~~2014 ~~or the "Company") was incorporated on June~~ ~~25,~~ Notes ~~1997~~to ~~under~~ the Consolidated ~~laws~~Financial ofStatements ~~the State of Nevada. DLD Group is currently a~~ ~~non-operating~~ (Unaudited) ~~holding entity with nominal assets and liabilities.~~

~~Acquisition~~Note of1 ~~DLD~~– ~~Great~~Organization ~~Industry Limited~~ and ~~Consolidated~~ ~~Entities~~Operations ~~(“DLD BVI”) Recognized as a Reverse Acquisition~~

~~On December 30, 2014,~~ DLD Group ~~entered into a share exchange agreement (the “Share Exchange Agreement”) with all of the shareholders of DLD BVI~~, ~~representing 100% of the then issued and outstanding capital stock of DLD BVI, and consummated the Share Exchange Agreement with the signing of the Share Exchange Agreement~~Inc. Pursuant to the terms of the Share Exchange Agreement, DLD Group acquired all of the issued and outstanding shares of the capital stock of DLD BVI in exchange for 2,000,000 shares of common stock of DLD Group. The number of shares issued represented approximately 95.2% of the issued and outstanding common stock immediately after the consummation of the Share Exchange Agreement.

AsDLD aGroup, ~~result~~Inc. of(formerly ~~the~~Europa ~~controlling~~Resources ~~financial~~Inc. ~~interest~~and ~~of the former~~EWRX ~~stockholders~~ Internet ~~of DLD BVI~~Systems, ~~for~~Inc.) ~~financial statement reporting purposes, the business combination between~~ ("DLD Group" ~~and~~or ~~DLD BVI has been treated as a reverse acquisition with DLD BVI deemed~~ the ~~accounting~~"Company") ~~acquirer~~was ~~and~~incorporated ~~DLD~~on ~~Group deemed the~~June ~~accounting~~ 25, ~~acquiree~~1997 under the ~~acquisition~~laws ~~method~~ of ~~accounting~~the inState ~~accordance with~~of ~~FASB ASC Section 805-10-55~~Nevada. ~~The~~DLD ~~reverse~~Group ~~acquisition~~ is ~~deemed~~currently a ~~capital~~ ~~transaction~~ non-operating ~~and~~holding ~~the net assets of DLD BVI (the accounting acquirer) are carried forward to DLD Group (the legal acquirer and the reporting~~ entity) atwith ~~their carrying~~nominal ~~value before the acquisition. The acquisition process utilizes the capital structure of DLD Group and the~~ assets and liabilities ~~of DLD BVI which are recorded at historical cost~~. ~~The equity of the combined entity is the historical equity of DLD BVI retroactively restated to reflect the number of shares issued by DLD Group in the transaction.~~

Acquisition of DLD Great Industry Limited and ~~Consolidated~~ Consolidated Entities (“DLD BVI”) Recognized as a Reverse Acquisition

On December 30, 2014, DLD ~~Great~~Group ~~Industry~~entered ~~Limited~~into a share exchange agreement (the “Share Exchange Agreement”) with all of the shareholders of DLD BVI, representing 100% of the then issued and outstanding capital stock of DLD BVI, and consummated the Share Exchange Agreement with the signing of the Share Exchange Agreement. Pursuant to the terms of the Share Exchange Agreement, DLD Group acquired all of the issued and outstanding shares of the capital stock of DLD BVI in exchange for 2,000,000 shares of common stock of DLD Group. The number of shares issued represented approximately 95.2% of the issued and outstanding common stock immediately after the consummation of the Share Exchange Agreement.

As a result of the controlling financial interest of the former stockholders of DLD ~~Great~~BVI, ~~Industry~~for ~~Limited~~financial (“statement reporting purposes, the business combination between DLD Group and DLD BVI”) ~~was~~has ~~incorporated~~been ontreated as a reverse ~~December~~ acquisition ~~11,~~with ~~2012~~DLD BVI deemed the accounting acquirer and DLD Group deemed the accounting acquiree under the ~~laws~~acquisition method of accounting in accordance with FASB ASC Section 805-10-55. The reverse acquisition is deemed a capital transaction and the ~~Territory~~net assets of DLD BVI (the ~~British~~accounting ~~Virgin~~acquirer) ~~Islands~~are carried forward to DLD Group (~~“BVI”~~the legal acquirer and the reporting entity) at their carrying value before the acquisition. The acquisition process utilizes the capital structure of DLD Group and the assets and liabilities of DLD BVI which are recorded at historical cost. The equity of the combined entity is the historical equity of DLD BVI retroactively restated to reflect the number of shares issued by DLD Group in the transaction.

~~Formation~~DLD ofGreat aIndustry ~~Wholly~~Limited ~~Owned~~and ~~Subsidiary, DLD International~~Consolidated ~~Group~~ Entities ~~Limited~~

~~On August 29, 2013,~~ DLD ~~BVI~~Great ~~formed a wholly owned subsidiary,~~Industry ~~DLD International Group~~ Limited ~~("DLD HK") under the laws of the Hong Kong Special Administrative Region (“HK SAR”) of the People’s Republic of China (“PRC”).~~

OnDLD ~~November~~Great ~~21,~~Industry ~~2013,~~Limited (“DLD HKBVI”) ~~formed~~was aincorporated ~~wholly owned foreign~~on ~~enterprise,~~ December ~~Beijing DLD Enterprise Management Consulting Co.~~11, ~~Ltd.~~2012 ~~(“DLD WOFE")~~ under the laws of the ~~People’s~~Territory ~~Republic~~ of ~~China (“PRC”) in~~ the ~~City~~British ofVirgin ~~Beijing,~~Islands ~~China~~ (“BVI”).

~~Variable~~Formation ~~Interest~~of ~~Entity~~a ~~(“VIE”)~~Wholly ~~under Common~~Owned ~~Control~~ Subsidiary, DLD International Group Limited

~~Formation/Acquisition~~On August 29, 2013, DLD BVI formed a wholly owned subsidiary, DLD International Group Limited ("DLD HK") under the laws of ~~VIEs~~the Hong Kong Special Administrative Region (“HK SAR”) of the People’s Republic of China (“PRC”).

~~DLD~~On ~~Technology~~November ~~Co.~~21, ~~Ltd. ("DLD Technology") was incorporated by the same shareholders of DLD BVI on February 23~~2013, ~~2012 under the laws of the People’s Republic of China (“PRC”) in the City of Beijing, China.~~ DLD ~~Technology engages~~HK in technology development, technology transfer, technology consulting, technology services; computer system service; data processing; application service; and software service (collectively, the “Principal Business”). On June 11, 2014, DLD Technology formed a wholly owned ~~subsidiary~~foreign enterprise, ~~Henan~~Beijing DLD ~~Information Technology~~Enterprise Management Consulting Co., Ltd. ("“DLD ~~Henan~~WOFE") under the laws of the People’s Republic of China (“PRC”) in the City of ~~Zhengzhou~~Beijing, China. ~~DLD Henan engages in the same line of business of DLD Technology.~~

~~Shenzhen~~Variable ~~Tonychengyi~~Interest ~~Sanxing~~Entity ~~Weiye Network Technology Co., Ltd.~~ (~~"STSW") was incorporated by the same shareholders of DLD BVI on August 14, 2009 under the laws of the People’s Republic of China (~~“~~PRC~~VIE”) ~~in the City of~~ ~~Shenzhen,~~ under ~~Guangdong~~Common ~~Province,~~Control ~~China. STSW engages in research and development of internet technology and social network.~~

FFormation/Acquisition -of VIEs 6

~~Obtaining~~DLD ~~Control~~Technology Co., Ltd. ("DLD Technology") was incorporated by the same shareholders of ~~VIE~~DLD ~~upon~~BVI ~~Entry~~on ~~into~~February 23, 2012 under the laws of the People’s Republic of China (“PRC”) in the City of Beijing, China. DLD Technology engages in technology development, technology transfer, technology consulting, technology services; computer system service; data processing; application service; and software service (collectively, the “Principal Business”). On June 11, 2014, DLD Technology formed a ~~Series~~wholly owned subsidiary, Henan DLD Information Technology Co., Ltd. ("DLD Henan") under the laws of the People’s Republic of ~~Agreements~~ China (“PRC”) in the City of Zhengzhou, China. DLD Henan engages in the same line of business of DLD Technology.

OnShenzhen ~~November~~Tonychengyi ~~25,~~Sanxing ~~2014~~Weiye Network Technology Co., ~~DLD~~Ltd. ("STSW") ~~WOFE~~was ~~entered~~incorporated ~~into~~by athe ~~series~~same shareholders of ~~agreements~~ ~~with~~ DLD ~~Technology~~BVI ~~and~~on ~~STSW~~August ~~(individually~~14, ~~collectively "VIEs")~~2009 ~~including~~ under anthe ~~Exclusive~~laws ~~Business~~of ~~Cooperation~~the ~~and~~People’s ~~Management~~Republic ~~Agreement,~~of anChina ~~Equity Interest~~(“PRC”) ~~Pledge~~in anthe ~~Exclusive~~City ~~Option~~of Shenzhen, ~~Agreement~~Guangdong ~~and~~Province, ~~the~~China. ~~power~~STSW ofengages ~~attorney~~in ~~executed by~~research ~~the~~and ~~shareholders~~development of internet ~~DLD~~technology ~~Technology~~ and ~~STSW~~social network.

~~(i)~~ Obtaining Control of VIE upon ~~Exclusive~~ Entry ~~Business~~into ~~Cooperation~~a ~~and~~Series ~~Management~~of ~~Agreement~~Agreements

~~Under~~F-6 the Exclusive Business Cooperation and Management Agreement, VIE appoints DLD WOFE as VIE’s exclusive service provider to provide VIE with complete business support, operational management and technical and consulting services to the extent permitted by the currently effective laws of China, which may include all services within the business scope of VIE as may be determined from time to time by DLD WOFE, such as but not limited to technical services, business consultations, equipment or property leasing and marketing consultancy.

~~DLD~~On ~~WOFE~~November ~~shall~~25, ~~be fully and exclusively responsible for the operation of VIE~~2014, ~~which includes the right to appoint and terminate members of its Board of Directors and the right to hire managerial and administrative personnel etc.~~ DLD WOFE orentered ~~its~~into ~~voting proxy shall make~~ a ~~shareholder’s resolution~~series ~~and a Board~~ of agreements ~~Directors’~~with ~~resolution based on the decision of~~ DLD ~~WOFE.~~ ~~DLD~~Technology ~~WOFE has the full~~ and ~~exclusive~~STSW ~~right~~(individually to“VIE” ~~manage~~or ~~and control all cash~~collectively ~~flow~~ "VIEs") ~~and~~including ~~assets~~an ofExclusive ~~DLD~~Business ~~WOFE.~~Cooperation ~~DLD WOFE has the full~~ and ~~exclusive~~Management ~~right~~Agreement, ~~to decide~~an ~~the~~ Equity ~~use~~Interest ofPledge ~~the~~Agreement, ~~funds~~an ofExclusive ~~VIE.~~Option ~~DLD~~Agreement ~~WOFE shall have the full~~ and ~~exclusive right to control and administer~~ the ~~financial~~power ~~affairs and daily operations~~ of ~~VIE, such~~ as attorney ~~entering~~executed ~~into~~by ~~and~~the ~~performance~~shareholders of ~~contracts,~~DLD ~~and~~Technology ~~payment of fees~~ and ~~expenses etc~~STSW.

~~VIE further agrees that unless receiving DLD WOFE's prior~~(i) Exclusive ~~written~~ Business ~~consent,~~Cooperation ~~VIE shall not accept any similar consultations~~ and~~/or~~ ~~services provided~~Management byAgreement ~~any third party and shall not establish a similar corporate relationship with any third party regarding the matters contemplated by this agreement.~~

~~VIE~~Under ~~may~~the ~~enter~~Exclusive ~~into~~Business ~~equipment~~Cooperation orand ~~property~~Management Agreement, ~~leases~~VIE ~~with~~appoints DLD WOFE as VIE’s exclusive service provider to provide or VIE ~~any~~with ~~other~~complete ~~party~~business ~~designated~~support, operational management and technical and consulting services to the extent permitted by ~~DLD~~the ~~WOFE~~currently effective laws of China, which ~~shall~~may ~~permit~~include all services within the business scope of VIE as may be determined from time to ~~use~~time by DLD WOFE or, ~~third~~such ~~parties'~~as ~~relevant~~but ~~equipment~~not orlimited ~~property~~to ~~based~~technical services, onbusiness ~~the~~consultations, ~~needs~~equipment ofor ~~the business~~property ofleasing ~~VIE~~and marketing consultancy.

DLD WOFE shall ~~have~~be ~~exclusive~~fully and ~~proprietary~~exclusively ~~rights~~responsible ~~and~~for the ~~interests~~ operation inof ~~all rights~~VIE, ~~ownership,~~which ~~interests~~includes the right to appoint and ~~intellectual~~terminate ~~properties~~members of ~~arising~~ its ~~out~~Board of Directors and the right to hire managerial and administrative personnel etc. DLD WOFE or ~~created~~its ~~during~~voting proxy shall make a shareholder’s resolution and a Board of Directors’ resolution based on the ~~performance~~decision of ~~this~~DLD WOFE. ~~Agreement,~~DLD ~~including~~WOFE has the full and exclusive right to manage and control all cash ~~but~~ flow ~~not~~and ~~limited~~assets of DLD WOFE. DLD WOFE has the full and exclusive right to ~~copyrights,~~decide the ~~patents,~~use ~~patent~~of ~~applications,~~the ~~software~~funds of VIE. DLD WOFE shall have the full and exclusive right to control and administer the financial affairs and daily operations of VIE, ~~technical~~such ~~secrets~~ as entering into and performance of contracts, ~~trade~~and ~~secrets~~payment of fees and ~~others~~expenses etc.

~~The~~VIE ~~term~~further ofagrees ~~this~~that ~~Agreement~~unless isreceiving ~~10 years and may be extended if confirmed in writing by~~ DLD WOFE's prior ~~to the expiration thereof. The extended~~ ~~term~~ written ~~shall be determined by DLD WOFE~~consent, ~~and~~ VIE shall not accept ~~such~~any ~~extended~~similar ~~term unconditionally.~~consultations Unless renewed in accordance with the relevant terms of this Agreement, the Agreement shall be terminated upon the date of expiration hereof. During the term of the Agreement, unless DLD WOFE commits gross negligence, and/or aservices ~~fraudulent~~ provided ~~act,~~by ~~against~~any ~~VIE,~~third ~~VIE~~party and shall not ~~terminate~~establish ~~the~~a ~~Agreement~~similar ~~prior to its~~corporate ~~expiration~~ relationship ~~date.~~with ~~Nevertheless,~~any ~~DLD~~third ~~WOFE~~party ~~shall~~regarding ~~have~~ the ~~right~~matters tocontemplated ~~terminate~~by ~~the~~this ~~Agreement upon giving 30 days prior written notice to VIE at any time~~ agreement.

VIE ~~shall~~may ~~pay~~enter aninto ~~annual~~equipment ~~service~~or ~~fee~~property toleases with DLD WOFE ~~in the~~ ~~equivalent~~ or ~~amount~~any ofother ~~VIE’s~~party ~~audited~~designated ~~total~~by ~~amount~~DLD ofWOFE ~~net~~which ~~income~~shall ofpermit ~~such year (the “Annual Service Fee”). If~~ VIE’s ~~annual net income is zero, VIE is not required~~ to ~~pay~~use ~~the~~DLD ~~Annual Service Fee; if VIE sustains losses in any fiscal year, all~~WOFE ~~such~~ or ~~losses~~third ~~will~~parties' berelevant ~~carried~~equipment ~~over~~or toproperty ~~next~~based ~~year~~on ~~and~~the ~~deducted~~needs ~~from~~of ~~next year’s~~the ~~Annual~~ business ~~Service~~of ~~Fee~~VIE.

~~(ii)~~ DLD WOFE shall have exclusive and proprietary rights and ~~Equity~~ interests ~~Interest~~in ~~Pledge~~all rights, ownership, interests and intellectual properties arising out of or created during the performance of this Agreement, including but not limited to copyrights, patents, patent applications, software, technical secrets, trade secrets and others.

AsThe ~~collateral~~Agreement ~~security~~is valid for ~~the~~10 ~~timely~~years ~~and~~from ~~complete~~November ~~payment~~24, ~~and~~2014, the ~~performance~~ date ~~when~~of ~~due~~signing, ~~(whether~~and atmay ~~stated~~be ~~maturity,~~extended if confirmed in writing by ~~acceleration~~DLD orWOFE ~~otherwise)~~prior of to ~~any~~the orexpiration ~~all~~thereof. ofThe ~~the~~extended ~~payments~~term ~~due~~shall be determined by ~~VIE~~DLD WOFE, and ~~including~~VIE ~~without~~shall ~~limitation~~accept ~~the annual~~such ~~service~~extended ~~fee~~term ~~payable~~unconditionally. toUnless ~~DLD~~renewed ~~WOFE~~in accordance ~~under~~with the ~~Exclusive~~relevant ~~Business~~terms ~~Cooperation and~~of ~~Management~~this Agreement, ~~VIE’s~~the ~~shareholders~~Agreement ~~pledge~~shall ~~to DLD WOFE a first security~~be ~~interest~~ terminated inupon ~~all~~the date of ~~VIE’s~~expiration ~~shareholders’~~hereof. ~~right,~~During ~~title~~the ~~and~~term ~~interest~~of in the ~~Equity~~Agreement, ~~Interest~~ unless ofDLD ~~VIE.~~WOFE ~~Prior~~commits togross ~~the~~negligence, ~~full~~or ~~payment~~a offraudulent ~~the~~act, ~~consulting~~against ~~and~~VIE, ~~service fees~~VIE ~~described~~ shall innot terminate the ~~Exclusive~~Agreement ~~Business~~prior ~~Cooperation~~to ~~and~~its ~~Management~~expiration ~~Agreement~~date. Nevertheless, ~~without~~ DLD WOFE’s ~~written~~shall ~~consent,~~have ~~VIE’s~~the ~~shareholders~~right ~~shall~~to ~~not~~terminate ~~assign~~ the ~~Pledge~~ orAgreement ~~the~~upon ~~Equity~~giving ~~Interest~~30 indays prior written notice to VIE at any time.

~~The~~VIE ~~term~~shall ofpay ~~this~~an ~~Agreement~~annual isservice ~~conditioned~~fee ~~upon~~to ~~the~~DLD ~~performance~~WOFE in the equivalent amount of VIE’s audited total amount of net income of such year (the “Annual ~~Exclusive~~Service ~~Business~~Fee”). ~~Cooperation~~If ~~and~~VIE’s ~~Management~~annual ~~Agreement~~net ~~and~~income is ~~terminated~~zero, VIE is not required ~~when~~ to pay the ~~Exclusive~~Annual ~~Business~~Service ~~Cooperation~~Fee; if VIE sustains losses in any fiscal year, all such losses will be carried over to next year and ~~Management~~deducted ~~Agreement~~from isnext ~~terminated.~~year’s Annual Service Fee.

(~~iii~~ii) ~~Exclusive~~ Equity ~~Option~~Interest Pledge Agreement

~~VIE’s~~As ~~shareholders~~collateral ~~grant~~security ~~DLD~~for ~~WOFE~~the antimely ~~irrevocable~~ and ~~exclusive~~complete payment and ~~right~~ performance towhen ~~purchase~~due (whether at stated maturity, by acceleration or ~~designate~~otherwise) of ~~one~~any or ~~more~~all ~~persons~~of ~~(each~~the payments due by VIE, aincluding ~~“Designee”)~~without limitation the ~~right~~ annual service fee payable to ~~purchase~~DLD WOFE under the ~~equity~~Exclusive ~~interests~~Business inCooperation and Management Agreement, VIE’s ~~now~~shareholders orpledge ~~then~~to ~~held~~DLD byWOFE ~~VIE~~a first security ~~shareholders~~ interest ~~(regardless~~in all of ~~whether~~ VIE’s shareholders’ ~~capital~~right, ~~contribution~~ title and~~/or~~ ~~shareholder~~interest ~~ownership~~in ~~percentage~~the isEquity Interest ~~changed)~~of atVIE. ~~any~~Prior ~~time~~to inthe ~~part~~full orpayment inof the consulting and service fees ~~whole~~ described atin the Exclusive Business Cooperation and Management Agreement, without DLD WOFE'’s ~~sole~~written ~~and~~consent, ~~absolute~~VIE’s ~~discretion~~shareholders toshall not assign the Pledge ~~extent~~or ~~permitted~~the ~~by Chinese~~Equity ~~law~~Interest in VIE.

~~Unless~~The anAgreement ~~appraisal~~ is ~~required~~conditioned byupon the ~~laws~~performance of ~~China applicable to~~ the ~~Equity Interest Purchase Option when exercised by DLD WOFE, the purchase price of the Optioned Interests (the “Equity~~ ~~Interest~~ Exclusive ~~Purchase~~Business ~~Price”)~~Cooperation ~~shall~~and ~~equal~~Management ~~the~~Agreement ~~actual~~and ~~capital~~is ~~contributions~~terminated ~~paid in~~when the ~~registered~~Exclusive ~~capital~~Business ofCooperation ~~VIE~~and byManagement ~~VIE’s~~Agreement ~~shareholders~~is ~~for the Optioned Interests~~terminated.

F(iii) -Exclusive 7Option Agreement

~~Without~~VIE’s ~~the~~shareholders ~~prior~~grant ~~written~~DLD ~~consent~~WOFE ofan ~~DLD~~irrevocable ~~WOFE,~~and ~~VIE’s~~exclusive ~~shareholders~~ right ~~shall~~to ~~not~~purchase, inor ~~any~~designate ~~manner~~one ~~supplement,~~or ~~change~~more orpersons ~~amend~~(each, ~~the~~a ~~articles~~“Designee”) ofthe ~~association~~ right ~~and~~to ~~bylaws~~purchase ofthe equity interests in VIE, ~~increase~~now or ~~decrease~~then ~~its~~held ~~registered~~by ~~capital, or~~VIE ~~change~~ shareholders ~~its~~(regardless ~~structure~~ of ~~registered~~whether VIE’s shareholders’ capital incontribution and/or ~~other~~shareholder ~~manners;~~ownership ~~VIE~~percentage ~~shareholders shall~~is ~~maintain~~changed) ~~VIE's~~at ~~corporate~~any ~~existence~~time in ~~accordance~~part ~~with~~or ~~good financial and~~in ~~business~~ whole ~~standards~~at ~~and~~DLD ~~practices~~WOFE's bysole ~~prudently~~ and ~~effectively~~absolute ~~operating~~discretion ~~its business~~to ~~and~~the ~~handling~~extent ~~its~~permitted ~~affairs~~by Chinese law.

~~Without~~Unless ~~the~~an ~~prior~~appraisal ~~written~~is ~~consent~~required ofby ~~DLD WOFE, VIE’s shareholders shall not at any time following~~ the ~~date~~laws ~~hereof,~~of ~~sell,~~China ~~transfer,~~applicable ~~mortgage~~ to orthe ~~dispose~~Equity ofInterest inPurchase ~~any~~Option ~~manner~~when ~~any~~exercised ~~assets~~by ofDLD ~~VIE~~WOFE, ~~or legal or beneficial interest in~~ the ~~business~~purchase orprice ~~revenues~~ of ~~VIE,~~the orOptioned ~~allow~~Interests (the ~~encumbrance thereon of~~“Equity ~~any~~ Interest ~~security~~Purchase ~~interest;~~Price”) ~~incur,~~shall ~~inherit,~~equal ~~guarantee or suffer~~ the ~~existence~~actual ofcapital ~~any debt,~~contributions ~~except~~paid ~~for (i) debts incurred~~ in the ~~ordinary~~registered ~~course~~capital of ~~business~~VIE ~~other than~~by ~~through~~VIE’s ~~loans;~~shareholders ~~and (ii) debts disclosed to DLD WOFE~~ for ~~which~~the ~~DLD~~Optioned ~~WOFE's written consent has been obtained~~Interests.

~~VIE’s~~F-7 shareholders shall provide DLD WOFE with information on VIE’s business operations and financial condition at DLD WOFE's request; without the prior written consent of DLD WOFE, VIE’s shareholders shall not cause VIE to provide any person with any loan or credit.

Without the prior written consent of DLD WOFE, VIE’s shareholders shall not ~~cause~~in any manner supplement, change or amend the articles of association and bylaws of VIE, toincrease ~~execute~~or ~~any~~decrease ~~major~~its ~~contracts~~registered capital, ~~except~~or ~~contracts~~ change its structure of registered capital in ~~the~~other ~~ordinary~~manners; ~~course~~VIE ofshareholders shall ~~business~~maintain (aVIE's ~~contract~~corporate existence in accordance with agood ~~value~~financial ~~exceeding~~and ~~RMB100,000~~ business ~~shall~~standards beand ~~deemed~~practices aby ~~major~~prudently ~~contract)~~and effectively operating its business and handling its affairs.

IfWithout ~~requested~~the byprior written consent of DLD WOFE, VIE’s shareholders shall ~~procure~~not ~~and~~at any time following the date hereof, sell, transfer, ~~maintain~~ mortgage ~~insurance~~or dispose of in ~~respect~~any manner any assets of VIE's ~~assets~~or ~~and~~legal or beneficial interest in the business ~~from~~or anrevenues ~~insurance~~of VIE, or allow the encumbrance thereon of ~~carrier~~ any ~~acceptable~~security tointerest; ~~DLD~~incur, ~~WOFE~~inherit, atguarantee anor ~~amount~~suffer ~~and~~the ~~type~~existence of ~~coverage~~any debt, ~~typical~~except for (i) debts incurred in the ordinary course of business other ~~companies~~ than ~~that~~through ~~operate~~loans; ~~similar~~and ~~businesses~~(ii) debts disclosed to DLD WOFE for which DLD WOFE's written consent has been obtained.

~~Without~~VIE’s ~~the~~shareholders ~~prior~~shall ~~written~~provide ~~consent of~~ DLD WOFE, with information on VIE’s ~~shareholders~~ ~~shall~~business ~~not~~operations ~~cause~~and orfinancial ~~permit~~condition ~~VIE~~at toDLD ~~merge,~~WOFE's ~~consolidate~~request; ~~with, acquire~~without or the ~~invest~~prior inwritten ~~any~~consent ~~person.~~of DLD WOFE, VIE’s shareholders shall ~~immediately~~not ~~notify~~cause ~~DLD~~VIE ~~WOFE of~~to ~~the~~ provide ~~occurrence~~any orperson ~~possible~~with ~~occurrence of~~ any ~~litigation,~~loan ~~arbitration~~ or ~~administrative~~ ~~proceedings relating to VIE' assets, business or revenue~~credit.

ToWithout ~~maintain~~ the ~~ownership~~prior bywritten ~~VIE~~consent of ~~all~~DLD ~~of its assets~~WOFE, VIE’s shareholders shall ~~execute~~not ~~all~~cause ~~necessary~~VIE orto ~~appropriate~~execute ~~documents,~~any ~~take~~major ~~all~~contracts, except ~~necessary~~ contracts orin ~~appropriate~~the ~~actions~~ordinary ~~and~~course ~~file~~of ~~all~~business ~~necessary~~(a orcontract ~~appropriate complaints~~with ora ~~raise~~value ~~necessary~~exceeding RMB100,000 ~~and~~shall ~~appropriate~~be ~~defenses~~deemed ~~against~~a ~~all~~major ~~claims~~contract).

~~Without~~If ~~the~~requested ~~prior~~by ~~written consent of~~ DLD WOFE, VIE’s shareholders shall ~~ensure~~procure ~~that~~and maintain ~~VIE~~insurance ~~shall not~~ in ~~any~~respect ~~manner~~of ~~distribute dividends to its shareholders, provided that upon~~ VIE’'s ~~written~~assets ~~request,~~and ~~VIE~~business ~~shall immediately~~from ~~distribute~~an ~~all~~insurance carrier ~~distributable~~acceptable ~~profits~~ to ~~its shareholders. At the request of~~ DLD WOFE, ~~VIE’s~~at ~~shareholders~~an ~~shall~~amount ~~appoint~~and ~~any~~type ~~persons~~of ~~designated~~coverage bytypical for ~~DLD~~ companies ~~WOFE~~that asoperate ~~the~~similar ~~director and/or executive director of VIE~~businesses.

~~The~~Without ~~term~~the prior written consent of ~~this~~DLD ~~Agreement~~WOFE, isVIE’s shareholders 10shall ~~years~~not ~~expiring~~cause ~~November~~or 25permit VIE to merge, consolidate with, acquire ~~2024~~ or invest in any person. VIE’s shareholders shall immediately notify DLD WOFE of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to VIE' assets, business or revenue.

~~(iv) Power~~To maintain the ownership by VIE of ~~Attorney~~all of its assets, VIE’s shareholders shall execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims.

~~Each~~Without ~~shareholder~~the ofprior ~~VIE~~written ~~has~~consent ~~granted~~of DLD WOFE, ~~a Power of~~VIE’s ~~Attorney~~ shareholders toshall ~~act~~ensure onthat ~~his/her~~VIE ~~behalf~~shall asnot ~~his/her~~in ~~exclusive~~any ~~agent~~manner ~~and~~distribute ~~attorney with~~dividends ~~respect~~ to ~~all~~its ~~matters concerning their Shareholding~~shareholders, ~~including~~provided ~~without limitation~~that ~~to:~~upon ~~1) attend shareholder~~VIE’s ~~meetings;~~written 2)request, ~~exercise~~VIE ~~all the~~shall ~~shareholder's~~ immediately ~~rights~~distribute ~~and~~all ~~shareholder's~~distributable ~~voting~~profits ~~rights,~~to ~~including~~its ~~but~~shareholders. ~~not~~At ~~limited~~the to request ~~the sale or transfer or pledge or disposition~~ of ~~their~~DLD ~~Shareholding~~WOFE, inVIE’s ~~part or~~shareholders inshall ~~whole; and 3) designate and~~ appoint onany ~~their~~persons ~~behalf~~designated ~~the legal~~by ~~representative,~~ DLD ~~the~~WOFE ~~executive~~as the director and/or ~~director, supervisor, the chief~~ executive ~~officer~~director ~~and other senior management members~~ of VIE.

~~DLD~~The ~~WOFE~~Agreement ~~shall~~is ~~have~~valid ~~the~~for ~~power~~10 ~~and~~years ~~authority~~from toNovember ~~execute~~24, ~~the Transfer~~2014, ~~Contracts stipulated in~~ the ~~Exclusive Option Agreement and to effect~~ ~~the~~ date ~~terms~~ of ~~the Share Pledge Agreement and Exclusive Option Agreement~~signing.

~~DLD~~(iv) Power ~~WOFE is entitled to re-authorize or assign its rights related to the aforesaid matters to any other person or entity at its own discretion without giving prior notice to shareholder~~ of ~~VIE or obtaining their~~ ~~consent.~~ Attorney

~~Determination~~Each shareholder of VIE has granted DLD WOFE a Power of Attorney to act on his/her behalf as his/her exclusive agent and attorney with respect to all matters concerning their Shareholding, including without limitation to: 1) attend shareholder’s meetings; 2) exercise all the shareholder's rights and shareholder's voting rights, including but not limited to the sale or transfer or pledge or disposition of their Shareholding in part or in whole; and 3) designate and appoint on their behalf the legal representative, the executive director and/or director, supervisor, the chief executive officer and other senior management members of VIE.

~~Variable~~DLD ~~interest~~WOFE ~~entity~~shall ~~(“VIE”)~~have ~~refers~~the topower anand ~~entity~~authority ~~(the investee)~~to inexecute ~~which~~ the Transfer ~~investor~~Contracts ~~holds~~stipulated ain ~~controlling~~the ~~interest~~Exclusive ~~that~~Option isAgreement ~~not~~and ~~based on~~to effect the ~~majority~~terms of ~~voting rights. A VIE is an entity meeting one of~~ the ~~following~~ ~~three~~Share ~~(3)~~Pledge ~~criteria~~Agreement asand ~~elaborated~~Exclusive inOption ~~FASB~~Agreement. ~~ASC 810-10 [formerly FIN 46 (Revised)]:~~

	1.	The equity-at-risk is not sufficient to support the entity's activities (e.g.: the entity is thinly capitalized, the group of equity holders possesses no substantive voting rights, etc.);
	2.	As a group, the equity-at-risk holders cannot control the entity; or

DLD WOFE is entitled to re-authorize or assign its rights related to the aforesaid matters to any other person or entity at its own discretion without giving prior notice to shareholder of VIE or obtaining their consent.

FDetermination -of 8 VIE

3.Variable ~~The~~interest ~~economics~~entity do(“VIE”) ~~not~~refers ~~coincide~~to ~~with~~an entity (the investee) in which the investor holds a controlling interest that is not based on the majority of voting ~~interests~~rights. A VIE is an entity meeting one of the following three (~~commonly~~3) ~~known~~criteria as ~~the~~elaborated ~~"anti~~in FASB ASC 810-~~abuse~~10 ~~rule"~~[formerly FIN 46 (Revised).]:

Under the above described contractual arrangements, DLD Technology and STSW became the variable interest entity of DLD WOFE on November 25, 2014 upon the entry into the above described agreements.

	1.	The equity-at-risk is not sufficient to support the entity's activities (e.g.: the entity is thinly capitalized, the group of equity holders possesses no substantive voting rights, etc.);
	2.	As a group, the equity-at-risk holders cannot control the entity; or

~~Presentation~~F-8 ~~of the Total Assets and Liabilities of the VIEs~~

~~Pursuant to ASC paragraph 810-10-45-25 a reporting entity shall present each of the following separately on the face of the statement of financial position: a~~3. ~~Assets~~The ofeconomics a consolidated variable interest entity (VIE) that can be used only to settle obligations of the consolidated VIE, and b. Liabilities of a consolidated VIE for which creditors (or beneficial interest holders) do not ~~have~~coincide ~~recourse~~with to the ~~general~~voting ~~credit~~interests of(commonly ~~the~~known ~~primary beneficiary. The Company reports the disclosures about VIEs in the aggregate for all of its VIE entities~~ as ~~they all are engaged in~~ the ~~same line of business and separate reporting would not provide more useful information to financial statement users in accordance with ASC paragraph 810~~"anti-~~10-50-9.~~abuse rule").

~~The~~Under ~~Company’s total assets and liabilities presented in~~ the ~~consolidated~~ ~~financial~~above ~~statements~~described ~~represent~~contractual ~~substantially~~arrangements, ~~all of total assets~~DLD Technology and ~~liabilities~~STSW ofbecame the ~~VIE~~variable ~~and~~interest ~~VIE’s~~entity ~~subsidiaries~~of as DLD ~~Group~~WOFE ison aNovember ~~non-operating~~ 25, ~~holding~~2014 ~~entity~~upon ~~with~~the ~~nominal~~entry ~~assets~~into ~~and~~the ~~liabilities~~above described agreements.

~~Note~~Presentation 2of –the ~~Significant~~Total Assets and ~~Critical~~Liabilities ~~Accounting~~of ~~Policies~~the ~~and Practices~~VIEs

~~The~~Pursuant ~~Management~~to ofASC ~~the~~paragraph ~~Company~~810-10-45-25 isa ~~responsible~~reporting ~~for~~entity ~~the selection~~shall ~~and~~ present ~~use~~each of ~~appropriate~~the ~~accounting~~following ~~policies~~separately ~~and~~on the ~~appropriateness~~face of ~~accounting policies~~the ~~and~~statement ~~their~~of financial ~~application~~position: a. ~~Critical~~Assets ~~accounting~~of ~~policies~~a ~~and~~consolidated ~~practices~~variable ~~are those~~interest entity (VIE) that ~~are~~can ~~both~~be ~~most~~used ~~important~~only to ~~the~~settle ~~portrayal~~obligations of the ~~Company’s~~consolidated ~~financial condition~~VIE, and ~~results~~b. Liabilities ~~and~~of ~~require~~a ~~management’s~~consolidated ~~most~~VIE ~~difficult,~~for ~~subjective,~~which creditors (or beneficial interest ~~complex~~ holders) ~~judgments,~~do ~~often~~not ashave arecourse ~~result~~to the general credit of the ~~need~~primary tobeneficiary. The ~~make~~Company ~~estimates~~reports the disclosures about VIEs in the ~~effects~~ aggregate for all of ~~matters~~its VIE ~~that~~entities as they all are ~~inherently~~engaged ~~uncertain.~~in ~~The~~the ~~Company’s~~same ~~significant~~line of business and separate ~~critical~~ reporting ~~accounting~~would ~~policies~~not ~~and~~provide ~~practices~~more ~~are~~useful ~~disclosed~~information ~~below~~to asfinancial ~~required~~statement byusers ~~generally~~ in ~~accepted~~accordance ~~accounting~~with ~~principles~~ASC paragraph 810-10-50-9.

~~Basis~~The Company’s total assets and liabilities presented in the consolidated financial statements represent substantially all of ~~Presentation~~total -assets and ~~Unaudited~~liabilities ~~Interim~~of ~~Financial~~the VIE and VIE’s subsidiaries as DLD Group is a ~~Information~~ non-operating holding entity with nominal assets and liabilities.

~~The~~Note ~~accompanying~~2 ~~unaudited~~– ~~interim~~Significant ~~consolidated financial statements~~ and ~~related~~Critical ~~notes~~Accounting ~~have~~Policies ~~been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information,~~ and ~~with the rules and regulations of the United~~ ~~States~~ Practices Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company as of and for the year ended December 31, 2014 and notes thereto contained in the Annual Report on Form 10-K of the Company as filed with the United States Securities and Exchange Commission (“SEC”) on April 15, 2015.

~~Use~~The Management of ~~Estimates~~the Company is responsible for the selection and ~~Assumptions~~use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical ~~Accounting~~accounting policies and practices are ~~Estimates~~ those that are both most important to the portrayal of the Company’s financial condition and ~~Assumptions~~results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles.

~~The~~Basis ~~preparation~~ of ~~financial~~Presentation ~~statements~~- inUnaudited ~~conformity~~Interim ~~with~~Financial ~~accounting~~ Information principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s).

~~Critical~~The accompanying unaudited interim consolidated financial statements and related notes have been prepared in accordance with accounting principles ~~estimates~~generally ~~are~~accepted ~~estimates~~in ~~for~~the ~~which~~United States of America (a“U.S. GAAP”) ~~the~~for ~~nature~~ interim financial information, and with the rules and regulations of the ~~estimate~~United States isSecurities ~~material~~and ~~due~~Exchange Commission (“SEC”) to ~~the~~Form ~~levels~~10-Q and Article 8 of Regulation ~~subjectivity~~S-X. Accordingly, they do not include all of the information and ~~judgment~~ footnotes ~~necessary~~required toby ~~account~~U.S. GAAP for ~~highly~~complete ~~uncertain~~financial ~~matters~~statements. orThe ~~the~~unaudited interim ~~susceptibility~~financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of ~~such~~management, ~~matters~~necessary to a ~~change~~fair ~~and~~statement ~~(b)~~of the ~~impact~~results for the interim periods presented. Interim results are not necessarily indicative of the ~~estimate~~results onfor the full year. These unaudited interim consolidated financial statements should be read in ~~condition~~ conjunction orwith ~~operating~~the ~~performance~~consolidated isfinancial ~~material.~~statements ~~The~~of the Company’s ~~critical~~as of and ~~accounting~~ for ~~estimates~~the year ended December 31, 2014 and ~~assumptions~~notes ~~affecting~~thereto contained in the ~~financial~~Annual Report ~~statements~~on ~~were:~~Form 10-K of the Company as filed with the United States Securities and Exchange Commission (“SEC”) on April 15, 2015.

~~(i)~~Use ~~Assumption as a going concern: Management assumes that the Company will continue as a going concern, which contemplates continuity~~ of ~~operations,~~Estimates ~~realization of assets,~~ and ~~liquidation~~Assumptions of liabilities in the normal course of business. (ii) Allowance for doubtful accounts: Management’s estimate of the allowance for doubtful accounts is based on historical sales, historical loss levels, and anCritical ~~analysis~~Accounting Estimates ~~of the collectability of individual accounts;~~ and ~~general~~Assumptions economic conditions that may affect a client’s ability to pay. The Company evaluated the key factors and assumptions used to develop the allowance in determining that it is reasonable in relation to the financial statements taken as a whole. (iii) Fair value of long-lived assets: Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.

FThe -preparation 9of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s).

~~(iv)~~Critical ~~Valuation~~accounting ~~allowance~~estimates ~~for~~are ~~deferred~~estimates ~~tax~~for ~~assets:~~which ~~Management~~(a) ~~assumes that~~ the nature ~~realization~~ of the ~~Company’s~~estimate ~~net~~is ~~deferred~~material ~~tax~~due ~~assets~~to ~~resulting~~the ~~from~~levels ~~its~~of ~~net~~subjectivity ~~operating~~and judgment ~~loss~~necessary ~~(“NOL”)~~to ~~carry–forwards~~account for ~~Federal~~highly ~~income~~uncertain ~~tax~~matters ~~purposes~~or ~~that~~the ~~may~~susceptibility of besuch ~~offset~~matters ~~against~~to ~~future~~change ~~taxable income was not considered more likely than not~~ and ~~accordingly,~~(b) the ~~potential~~impact ~~tax benefits~~ of the ~~net~~estimate ~~loss~~on ~~carry-forwards~~financial condition ~~are~~or ~~offset~~operating byperformance ais ~~full valuation allowance~~material. ~~Management~~The ~~made this assumption based on (a) the~~ Company’s ~~has~~critical accounting ~~incurred~~estimates ~~recurring losses, (b) general economic conditions,~~ and ~~(c)~~assumptions ~~its~~affecting ~~ability~~the tofinancial ~~raise~~statements ~~additional funds to support its daily operations by way of a public or private offering, among other factors.~~were:

~~These~~(i) ~~significant~~Assumption ~~accounting~~as ~~estimates~~a orgoing ~~assumptions~~concern: ~~bear~~Management assumes that the ~~risk~~ Company will continue as a going concern, which contemplates continuity of ~~change~~operations, ~~due~~realization of assets, and liquidation of liabilities in the normal course of business. (ii) Allowance for doubtful accounts: Management’s estimate of the allowance for doubtful accounts is based on historical sales, historical loss levels, and an analysis of the collectability of individual accounts; and general economic conditions that may affect a client’s ability to pay. The Company evaluated the ~~fact~~key factors and assumptions used to develop the allowance in determining that ~~there~~it ~~are~~is ~~uncertainties~~reasonable ~~attached~~in relation to ~~these estimates~~the financial statements taken as a whole. (iii) Fair value of long-lived assets: Fair value is generally determined using the asset’s expected future discounted cash flows or ~~assumptions~~market value, ~~and~~if ~~certain~~readily ~~estimates~~determinable. orIf ~~assumptions~~long-lived assets are ~~difficult~~determined to ~~measure~~ be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or ~~value~~losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.

~~Management~~F-9 bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

(iv) Valuation allowance for deferred tax assets: Management ~~regularly~~assumes ~~evaluates~~that the ~~key~~realization ~~factors~~of ~~and~~the ~~assumptions used~~Company’s tonet ~~develop~~deferred ~~the~~tax ~~estimates~~assets ~~utilizing~~resulting ~~currently~~from ~~available~~its ~~information,~~net ~~changes in~~operating ~~facts~~loss (“NOL”) carry–forwards for Federal income tax purposes that may be offset against future taxable income was not considered more likely than not and ~~circumstances~~accordingly, ~~historical~~the ~~experience~~potential ~~and~~tax ~~reasonable~~benefits ~~assumptions~~of the net loss carry-forwards are offset by a full valuation allowance. ~~After~~ ~~such~~Management ~~evaluations~~made this assumption based on (a) the Company has incurred recurring losses, if(b) ~~deemed~~general ~~appropriate~~economic conditions, ~~those~~and ~~estimates~~(c) ~~are~~its ~~adjusted accordingly.~~ability to raise additional funds to support its daily operations by way of a public or private offering, among other factors.

~~Actual~~These ~~results~~significant ~~could~~accounting ~~differ~~estimates ~~from~~or ~~those~~assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

~~Principles~~Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which ~~Consolidation~~form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

~~The~~Management ~~Company~~regularly ~~applies~~evaluates the ~~guidance~~key offactors ~~Topic~~and ~~810~~assumptions ~~“Consolidation”~~ used ofto develop the ~~FASB~~estimates ~~Accounting~~utilizing ~~Standards~~currently ~~Codification~~available ~~(“ASC”)~~information, tochanges ~~determine~~ in ~~whether~~facts and ~~how~~circumstances, tohistorical ~~consolidate~~experience ~~another~~and ~~entity~~reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

~~Pursuant~~Actual toresults ~~ASC~~could ~~Paragraph~~differ ~~810-10-15-10~~from ~~all~~those majority-owned subsidiaries—all entities in which a parent has a controlling financial interest—shall be consolidated except (1) when control does not rest with the parent, the majority owner; (2) if the parent is a broker-dealer within the scope of Topic 940 and control is likely to be temporary; (3) consolidation by an investment company within the scope of Topic 946 of a non-investment-company investeeestimates. Pursuant to ASC Paragraph 810-10-15-8 the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity is a condition pointing toward consolidation. The power to control may also exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other stockholders, or by court decree. The Company consolidates all less-than-majority-owned subsidiaries, if any, in which the parent’s power to control exists.

~~Pursuant~~Principles ~~to ASC Paragraph 810-10-25-38 a reporting entity shall consolidate a VIE if that reporting entity has a variable interest (or combination~~ of ~~variable~~Consolidation interests) that will absorb a majority of the VIE's expected losses, receive a majority of the VIE's expected residual returns, or both. A reporting entity shall consider the rights and obligations conveyed by its variable interests and the relationship of its variable interests with variable interests held by other parties to determine whether its variable interests will absorb a majority of a VIE's expected losses, receive a majority of the VIE's expected residual returns, or both. If one reporting entity will absorb a majority of a VIE's expected losses and another reporting entity will receive a majority of that VIE's expected residual returns, the reporting entity absorbing a majority of the losses shall consolidate the VIE. A reporting entity shall consolidate a VIE when that reporting entity has a variable interest (or combination of variable interests) that provides the reporting entity with a controlling financial interest on the basis of the provisions in paragraphs 810-10-25-38A through 25-38G. The reporting entity that consolidates a VIE is called the primary beneficiary of that VIE. Pursuant to ASC Paragraph 810-10-35-3, the principles of consolidated financial statements apply to primary beneficiaries’ accounting for consolidated variable interest entities (VIEs). After the initial measurement, the assets, liabilities, and non-controlling interests of a consolidated VIE shall be accounted for in consolidated financial statements as if the VIE were consolidated based on voting interests. Any specialized accounting requirements applicable to the type of business in which the VIE operates shall be applied as they would be applied to a consolidated subsidiary. The consolidated entity shall follow the requirements for elimination of intra-entity balances and transactions and other matters described in Section 810-10-45 and paragraphs 810-10-50-1 through 50-1B and existing practices for consolidated subsidiaries. Fees or other sources of income or expense between a primary beneficiary and a consolidated VIE shall be eliminated against the related expense or income of the VIE. The resulting effect of that elimination on the net income or expense of the VIE shall be attributed to the primary beneficiary (and not to non-controlling interests) in the consolidated financial statements.

~~Pursuant~~The toCompany ~~ASC~~applies ~~Paragraph 810-10-30-1 if~~ the ~~primary beneficiary~~guidance of aTopic ~~variable~~810 ~~interest~~“Consolidation” ~~entity (VIE) and the VIE are under common control, the primary beneficiary shall initially measure the assets, liabilities, and non-controlling interests~~ of the ~~VIE~~FASB atAccounting ~~amounts~~Standards atCodification ~~which~~(“ASC”) ~~they~~to ~~are~~ determine ~~carried~~whether inand ~~the~~how ~~accounts~~to ofconsolidate ~~the~~another ~~reporting~~ entity ~~that controls the VIE (or would be carried if the reporting entity issued financial statements prepared in conformity with generally accepted accounting principles (“U~~.S. ~~GAAP”).~~

FPursuant to ASC Paragraph 810-10-15-10 all majority-owned subsidiaries—all entities in which a parent has a controlling financial interest—shall be consolidated except (1) when control does not rest with the parent, the majority owner; (2) if the parent is a broker-dealer within the scope of Topic 940 and control is likely to be temporary; (3) consolidation by an investment company within the scope of Topic 946 of a non-investment-company investee. Pursuant to ASC Paragraph 810-10-15-8 the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity is a condition pointing toward consolidation. The power to control may also exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other stockholders, or by court decree. The Company consolidates all less-than-majority-owned subsidiaries, if any, in which the parent’s power to control exists.

Pursuant to ASC Paragraph 810-10-3025-238 ifa ~~the~~reporting ~~primary~~entity shall ~~beneficiary~~ consolidate ofa VIE if that reporting entity has a variable interest ~~entity~~ (~~VIE~~or combination of variable interests) ~~and~~that will absorb a majority of the VIE's expected ~~are~~losses, ~~not~~receive ~~under~~a ~~common~~majority of the VIE's expected residual returns, or ~~control~~ both. A reporting entity shall consider the rights and obligations conveyed by its variable interests and the relationship of its variable interests with variable interests held by other parties to determine whether its variable interests will absorb a majority of a VIE's expected losses, receive a majority of the ~~initial~~VIE's ~~consolidation~~expected residual returns, or both. If one reporting entity will absorb a majority of a VIE's expected losses and another reporting entity will receive a majority of that isVIE's expected residual returns, the reporting entity absorbing a ~~business~~majority isof the losses shall consolidate the VIE. A reporting entity shall consolidate a ~~business~~VIE when that reporting entity has a variable interest (or combination of variable interests) that provides the reporting entity with a controlling financial interest on the basis of the provisions in paragraphs 810-10-25-38A through 25-38G. The reporting entity that consolidates a VIE is called the primary beneficiary of that VIE. Pursuant to ASC Paragraph 810-10-35-3, the principles of consolidated financial statements apply to primary beneficiaries’ accounting for consolidated variable interest entities (VIEs). After the initial measurement, the assets, liabilities, and non-controlling interests of a consolidated VIE shall be accounted for in consolidated ~~accordance~~financial ~~with~~statements as if the ~~provisions~~VIE were consolidated based on voting interests. Any specialized accounting requirements applicable to the type of business in which the VIE operates shall be applied as they would be applied ~~Topic~~ to ~~805~~a consolidated subsidiary. The consolidated entity shall follow the requirements for elimination of intra-entity balances and transactions and other matters described in Section 810-10-45 and paragraphs 810-10-50-1 through 50-1B and existing practices for consolidated subsidiaries. Fees or other sources of income or expense between a primary beneficiary and a consolidated VIE shall be eliminated against the related expense or income of the VIE. The resulting effect of that elimination on the net income or expense of the VIE shall be attributed to the primary beneficiary (and not to non-controlling interests) in the consolidated financial statements.

~~The~~Pursuant ~~Company's~~to ~~consolidated~~ASC ~~subsidiaries~~Paragraph 810-10-30-1 if the primary beneficiary of a variable interest entity (VIE) and~~/or~~ ~~entities~~the VIE are asunder common ~~follows:~~ control, the primary beneficiary shall initially measure the assets, liabilities, and non-controlling interests of the VIE at amounts at which they are carried in the accounts of the reporting entity that controls the VIE (or would be carried if the reporting entity issued financial statements prepared in conformity with generally accepted accounting principles (“U.S. GAAP”).

Name of consolidated subsidiary or entity	State or other jurisdiction of incorporation or organization	Date of incorporation or formation (date of acquisition, if applicable)	Attributable interest
Subsidiaries
DLD Great Industry Limited ("DLD BVI")	British Virgin Islands	November 12, 2012	100%
DLD International Group Limited ("DLD HK")	Hong Kong SAR	August 29, 2013	100%
Beijing DLD Enterprise Management Consulting Co., Ltd. (“DLD WOFE”)	PRC	November 21, 2013	100%
Variable Interest Entity (“VIE”) under Common Control with DLD BVI
DLD Technology Co., Ltd. ("DLD Technology")	PRC	February 23, 2012	100%
Shenzhen Tongchengyi Sanxing Weiye Network Technology Co. Ltd. ("STSW")	PRC	August 14, 2009	100%

F-10

~~The~~Pursuant ~~Company,~~to ~~the~~ASC ~~primary~~Paragraph ~~beneficiary, measures the assets, liabilities, and non~~810-~~controlling~~10-30-2 ~~interests,~~ if ~~any, of~~ the ~~VIE at amounts at~~primary ~~which~~ beneficiary ~~they are carried in the accounts~~ of ~~the~~a ~~reporting~~variable interest entity ~~that controls the~~ (VIE) ~~(or~~and ~~would be carried if~~ the ~~reporting~~VIE ~~entity~~are ~~issued~~not ~~financial~~under ~~statements~~common ~~prepared~~ control, inthe ~~conformity~~initial ~~with~~consolidation ~~generally~~of ~~accepted~~a ~~accounting~~VIE ~~principles (“U.S. GAAP”) due to the fact~~ that ~~the~~is ~~Company,~~a ~~through~~business ~~DLD~~is ~~WOFE,~~a ~~the primary~~business ~~beneficiary~~ combination ofand ~~the~~shall ~~variable~~be ~~interest~~accounted ~~entity~~for ~~(VIE)~~in ~~and~~accordance with the ~~VIE~~provisions ~~are under common~~in ~~control~~ Topic 805.

The ~~consolidated financial statements include all accounts of the~~ Company's ~~and its~~ consolidated subsidiaries and/or ~~VIEs~~entities atare ~~the historical cost~~ as ~~of the reporting period ending date(s) and for the reporting period(s) then~~ ~~ended.~~ follows:

All inter-company and inter-entity balances and transactions have been eliminated.

Name of consolidated subsidiary or entity	State or other jurisdiction of incorporation or organization	Date of incorporation or formation (date of acquisition, if applicable)	Attributable interest

Subsidiaries

DLD Great Industry Limited ("DLD BVI")	British Virgin Islands	November 12, 2012	100%

DLD International Group Limited ("DLD HK")	Hong Kong SAR	August 29, 2013	100%

Beijing DLD Enterprise Management Consulting Co., Ltd. (“DLD WOFE”)	PRC	November 21, 2013	100%

Variable Interest Entity (“VIE”) under Common Control with DLD BVI

DLD Technology Co., Ltd. ("DLD Technology")	PRC	February 23, 2012	100%

Shenzhen Tongchengyi Sanxing Weiye Network Technology Co. Ltd. ("STSW")	PRC	August 14, 2009	100%

~~Fair~~The ~~Value~~Company, the primary beneficiary, measures the assets, liabilities, and non-controlling interests, if any, of ~~Financial~~the ~~Instruments~~VIE at amounts at which they are carried in the accounts of the reporting entity that controls the VIE (or would be carried if the reporting entity issued financial statements prepared in conformity with generally accepted accounting principles (“U.S. GAAP”) due to the fact that the Company, through DLD WOFE, the primary beneficiary of the variable interest entity (VIE) and the VIE are under common control.

The ~~Company~~consolidated ~~follows~~financial ~~paragraph~~statements ~~820-10-35-37~~include ofall ~~the~~accounts ~~FASB~~of ~~Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure~~ the ~~fair value~~Company ofand its ~~financial~~consolidated ~~instruments~~subsidiaries and/or ~~paragraph~~VIEs ~~825-10-50-10~~at of the ~~FASB~~historical cost ~~Accounting~~ as ~~Standards Codification for disclosures about fair value~~ of ~~its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in~~ the ~~United States~~reporting ofperiod ~~America~~ending date(~~U.S. GAAP~~s), and ~~expands~~for disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the ~~inputs~~reporting ~~to valuation techniques used to measure fair value into three~~ period(3s) ~~broad levels~~then ended. ~~The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:~~

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs that are generally observable inputs and not corroborated by market data.

All inter-company and inter-entity balances and transactions have been eliminated.

~~Financial~~Fair ~~assets~~Value ~~are~~of ~~considered~~Financial ~~Level~~Instruments ~~3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.~~

FThe Company follows paragraph 820-10-35-37 11of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments and paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs that are generally observable inputs and not corroborated by market data.

~~The~~Financial ~~carrying amounts of the Company’s financial~~ assets ~~and liabilities,~~are ~~such~~considered asLevel ~~cash~~3 ~~and~~when ~~cash~~their ~~equivalents,~~fair ~~accounts receivable, prepayments~~values ~~and~~ are ~~other~~determined ~~current~~using ~~assets,~~pricing ~~accounts payable~~models, ~~taxes~~discounted ~~payable,~~cash ~~accrued~~flow ~~promotion~~methodologies or ~~cost,~~ similar ~~other~~techniques ~~accrued expenses~~ and ~~current~~at ~~liabilities~~least ~~and~~one ~~deferred~~significant ~~revenue approximate~~model ~~their~~assumption ~~fair~~or ~~values~~input ~~because of the short maturity of these~~is ~~instruments~~ unobservable.

~~Transactions involving related parties cannot be presumed to be carried out on an arm's~~F-~~length~~11 basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

~~Carrying~~The ~~Value,~~fair ~~Recoverability~~value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the ~~Impairment~~lowest ofpriority to unobservable inputs. If the inputs used to measure the ~~Long-Lived~~ financial ~~Assets~~assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The ~~Company~~carrying ~~has~~amounts ~~adopted Section 360-10-35~~ of the ~~FASB Accounting~~Company’s ~~Standards~~financial ~~Codification for its long-lived~~ assets. ~~Pursuant to ASC Paragraph 360-10-35-17 an impairment loss shall be recognized only if the carrying amount of a long-lived asset (asset group) is not recoverable~~ and ~~exceeds~~ liabilities, ~~its~~such ~~fair~~as ~~value. The carrying amount of a long-lived asset (asset group) is not recoverable if it exceeds the sum of the undiscounted~~ cash ~~flows expected to result from the use~~ and ~~eventual~~cash ~~disposition~~equivalents, ofaccounts ~~the~~receivable, ~~asset (asset group). That~~prepayments ~~assessment~~ and ~~shall~~other becurrent ~~based~~assets, onaccounts ~~the~~payable, ~~carrying~~taxes ~~amount~~payable, ofaccrued ~~the asset (asset group) at~~promotion ~~the~~ cost, ~~date~~other itaccrued isexpenses ~~tested~~and ~~for~~current ~~recoverability.~~liabilities Anand ~~impairment~~deferred ~~loss shall be measured~~revenue as approximate ~~the~~their ~~amount by which the carrying amount of a long-lived asset (asset group) exceeds its~~ fair ~~value.~~values ~~Pursuant~~because ~~to ASC Paragraph 360-10-35-20 if an impairment loss is recognized, the adjusted carrying amount~~ of ~~a long-lived asset shall be its new cost basis. For a depreciable long-lived asset,~~ the ~~new~~short ~~cost~~maturity ~~basis shall be depreciated (amortized) over the remaining useful life~~ of ~~that asset.~~these ~~Restoration of a previously recognized impairment loss is prohibited~~ instruments.

~~Pursuant~~Transactions toinvolving ~~ASC~~related ~~Paragraph~~parties ~~360-10-35-21~~cannot ~~the Company’s long-lived asset (asset group) is tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not~~ be ~~recoverable.~~presumed ~~The Company considers the following~~ to be ~~some examples of such events or changes in~~ ~~circumstances~~ carried ~~that~~out ~~may~~on ~~trigger~~ an ~~impairment review: (a) significant decrease in the market price of a long~~arm's-~~lived~~length ~~asset~~basis, ~~(asset~~as ~~group); (b) A significant adverse change in~~ the ~~extent~~requisite orconditions ~~manner in which a long-lived asset (asset group) is being used or in its physical condition; (c) A significant adverse change in legal factors or in the business climate that could affect the value~~ of a ~~long-lived asset (asset group)~~ competitive, ~~including~~free-market andealings ~~adverse~~may ~~action~~not orexist. ~~assessment~~Representations ~~by a~~about ~~regulator;~~ transactions (d) An accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset (asset group); (e) A current-period operating or cash flow loss combined with ~~a history~~related ofparties, ~~operating~~if ormade, ~~cash~~shall ~~flow~~not ~~losses~~imply ~~or a projection or forecast~~ that ~~demonstrates~~ ~~continuing losses associated with~~ the ~~use~~related party oftransactions awere ~~long-lived~~consummated ~~asset (asset~~on ~~group);~~terms ~~and~~equivalent ~~(f)~~to Athose ~~current expectation~~ that, ~~more~~prevail ~~likely than not, a~~in ~~long~~ arm's-~~lived~~length ~~asset~~transactions ~~(asset~~unless ~~group)~~such ~~will~~representations can be ~~sold or otherwise disposed of significantly before the end of its previously estimated useful life~~substantiated. ~~The Company tests its long-lived assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.~~

~~Pursuant~~Carrying toValue, ~~ASC~~Recoverability ~~Paragraphs 360-10-45-4~~ and ~~360-10-45-5~~Impairment ~~an impairment loss recognized for a long-lived asset (asset group) to be held and used shall be included in income from continuing operations before income taxes in the income statement~~ of ~~a business entity. If a subtotal such as income from~~ ~~operations is presented, it shall include the amount of that loss. A gain or loss recognized on the sale of a long~~ Long-~~lived~~Lived ~~asset~~Assets (disposal group) that is not a component of an entity shall be included in income from continuing operations before income taxes in the income statement of a business entity. If a subtotal such as income from operations is presented, it shall include the amounts of those gains or losses.

~~Cash~~The ~~Equivalents~~Company has adopted Section 360-10-35 of the FASB Accounting Standards Codification for its long-lived assets. Pursuant to ASC Paragraph 360-10-35-17 an impairment loss shall be recognized only if the carrying amount of a long-lived asset (asset group) is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset (asset group) is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset (asset group). That assessment shall be based on the carrying amount of the asset (asset group) at the date it is tested for recoverability. An impairment loss shall be measured as the amount by which the carrying amount of a long-lived asset (asset group) exceeds its fair value. Pursuant to ASC Paragraph 360-10-35-20 if an impairment loss is recognized, the adjusted carrying amount of a long-lived asset shall be its new cost basis. For a depreciable long-lived asset, the new cost basis shall be depreciated (amortized) over the remaining useful life of that asset. Restoration of a previously recognized impairment loss is prohibited.

~~The~~Pursuant to ASC Paragraph 360-10-35-21 the Company’s long-lived asset (asset group) is tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The Company considers ~~all~~the ~~highly~~following ~~liquid~~to ~~investments~~be some examples of such events or changes in circumstances that may trigger an impairment review: (a) significant decrease in the market price of a long-lived asset (asset group); (b) A significant adverse change in the extent or manner in which a long-lived asset (asset group) is being used or in its physical condition; (c) A significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset (asset group), including an adverse action or assessment by a regulator; (d) An accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset (asset group); (e) A current-period operating or cash flow loss combined with a ~~maturities~~ history of ~~three~~operating ~~months~~or cash flow losses or ~~less~~a atprojection or forecast that demonstrates continuing losses associated with the ~~time~~use of ~~purchase~~a tolong-lived asset (asset group); and (f) A current expectation that, more likely than not, a long-lived asset (asset group) will be ~~cash~~sold or otherwise disposed of ~~equivalents~~ significantly before the end of its previously estimated useful life. The Company tests its long-lived assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.

~~Accounts~~Pursuant ~~Receivable~~to ASC Paragraphs 360-10-45-4 and ~~Allowance~~360-10-45-5 an impairment loss recognized for ~~Doubtful~~a long-lived asset (asset group) to be held and ~~Accounts~~ used shall be included in income from continuing operations before income taxes in the income statement of a business entity. If a subtotal such as income from operations is presented, it shall include the amount of that loss. A gain or loss recognized on the sale of a long-lived asset (disposal group) that is not a component of an entity shall be included in income from continuing operations before income taxes in the income statement of a business entity. If a subtotal such as income from operations is presented, it shall include the amounts of those gains or losses.

~~Pursuant~~Cash toEquivalents FASB ASC paragraph 310-10-35-47 trade receivables that management has the intent and ability to hold for the foreseeable future shall be reported in the balance sheet at outstanding principal adjusted for any charge-offs and the allowance for doubtful accounts. The Company follows FASB ASC paragraphs 310-10-35-7 through 310-10-35-10 to estimate the allowance for doubtful accounts. Pursuant to FASB ASC paragraph 310-10-35-9 Losses from uncollectible receivables shall be accrued when both of the following conditions are met: (a) Information available before the financial statements are issued or are available to be issued (as discussed in Section 855-10-25) indicates that it is probable that an asset has been impaired at the date of the financial statements, and (b) The amount of the loss can be reasonably estimated. Those conditions may be considered in relation to individual receivables or in relation to groups of similar types of receivables. If the conditions are met, accrual shall be made even though the particular receivables that are uncollectible may not be identifiable. The Company reviews individually each trade receivable for collectability and performs on-going credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current credit worthiness, as determined by the review of their current credit information; and determines the allowance for doubtful accounts based on historical write-off experience, customer specific facts and general economic conditions that may affect a client’s ability to pay. Bad debt expense is included in general and administrative expenses, if any.

FThe -Company 12considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

~~Pursuant~~Accounts toReceivable FASB ASC paragraph 310-10-35-41 Credit losses for trade receivables (uncollectible trade receivables), which may be for all or part of a particular trade receivable, shall be deducted from the allowance. The related trade receivable balance shall be charged off in the period in which the trade receivables are deemed uncollectible. Recoveries of trade receivables previously charged off shall be recorded when received. The Company charges off its trade account receivables against the allowance after all means of collection have been exhausted and ~~the~~Allowance ~~potential~~ for ~~recovery is considered~~Doubtful ~~remote.~~ Accounts

~~There~~Pursuant ~~was~~to noFASB ASC paragraph 310-10-35-47 trade receivables that management has the intent and ability to hold for the foreseeable future shall be reported in the balance sheet at outstanding principal adjusted for any charge-offs and the allowance for doubtful accounts. The Company follows FASB ASC paragraphs 310-10-35-7 through 310-10-35-10 to estimate the allowance for doubtful accounts. Pursuant to FASB ASC paragraph 310-10-35-9 Losses from uncollectible receivables shall be accrued when both of the following conditions are met: (a) Information available before the financial statements are issued or are available to be issued (as discussed in Section 855-10-25) indicates that it is probable that an asset has been impaired at ~~March~~the 31date of the financial statements, ~~2015~~and (b) The amount of the loss can be reasonably estimated. Those conditions may be considered in relation to individual receivables or ~~2014~~in relation to groups of similar types of receivables. If the conditions are met, accrual shall be made even though the particular receivables that are uncollectible may not be identifiable. The Company reviews individually each trade receivable for collectability and performs on-going credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current credit worthiness, as determined by the review of their current credit information; and determines the allowance for doubtful accounts based on historical write-off experience, customer specific facts and general economic conditions that may affect a client’s ability to pay. Bad debt expense is included in general and administrative expenses, if any.

~~Property~~F-12 ~~and Equipment~~

~~Property~~Pursuant ~~and~~to ~~equipment~~FASB ~~are~~ASC ~~recorded~~paragraph at310-10-35-41 ~~cost.~~Credit ~~Expenditures~~losses for ~~major~~ trade ~~additions~~receivables ~~and~~(uncollectible ~~betterments~~trade ~~are~~receivables), ~~capitalized.~~which ~~Maintenance~~may ~~and~~be ~~repairs~~for ~~are~~all or ~~charged~~ part toof ~~operations~~a asparticular ~~incurred.~~trade ~~Depreciation~~receivable, ofshall ~~property~~be ~~and~~deducted ~~equipment~~from isthe allowance. The ~~computed~~ related bytrade receivable balance shall be charged off in the ~~straight-line~~period ~~method~~in ~~(after~~which ~~taking~~the trade ~~into~~receivables ~~account~~are ~~their~~deemed ~~respective~~uncollectible. Recoveries of trade receivables ~~estimated~~ previously ~~residual~~charged ~~values)~~off ~~over~~shall be recorded when received. The Company charges off its trade account receivables against the ~~estimated~~allowance ~~useful~~after ~~lives~~all means of collection have been exhausted and the ~~respective assets~~potential asfor ~~follows:~~recovery is considered remote.

	Estimated Useful
	Life (Years)
Buildings	20
Equipment	3-5

There was no allowance for doubtful accounts at June 30, 2015 or December 31, 2014.

~~Upon~~Property ~~sale or retirement, the related cost~~ and ~~accumulated depreciation~~Equipment ~~are removed from the accounts and any gain or loss is reflected in the statements of operations.~~

~~Leases~~Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation of property and equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives of the respective assets as follows:

Lease agreements are evaluated to determine whether they are capital leases or operating leases in accordance with paragraph 840-10-25-1 of the FASB Accounting Standards Codification (“Paragraph 840-10-25-1”). Pursuant to Paragraph 840-10-25-1 a lessee and a lessor shall consider whether a lease meets any of the following four criteria as part of classifying the lease at its inception under the guidance in the Lessees Subsection of this Section (for the lessee) and the Lessors Subsection of this Section (for the lessor): a. Transfer of ownership. The lease transfers ownership of the property to the lessee by the end of the lease term. This criterion is met in situations in which the lease agreement provides for the transfer of title at or shortly after the end of the lease term in exchange for the payment of a nominal fee, for example, the minimum required by statutory regulation to transfer title. b. Bargain purchase option. The lease contains a bargain purchase option. c. Lease term. The lease term is equal to 75 percent or more of the estimated economic life of the leased property. d. Minimum lease payments. The present value at the beginning of the lease term of the minimum lease payments, excluding that portion of the payments representing executory costs such as insurance, maintenance, and taxes to be paid by the lessor, including any profit thereon, equals or exceeds 90 percent of the excess of the fair value of the leased property to the lessor at lease inception over any related investment tax credit retained by the lessor and expected to be realized by the lessor. In accordance with paragraphs 840-10-25-29 and 840-10-25-30, if at its inception a lease meets any of the four lease classification criteria in Paragraph 840-10-25-1, the lease shall be classified by the lessee as a capital lease; and if none of the four criteria in Paragraph 840-10-25-1 are met, the lease shall be classified by the lessee as an operating lease. Pursuant to Paragraph 840-10-25-31 a lessee shall compute the present value of the minimum lease payments using the lessee's incremental borrowing rate unless both of the following conditions are met, in which circumstance the lessee shall use the implicit rate: a. It is practicable for the lessee to learn the implicit rate computed by the lessor. b. The implicit rate computed by the lessor is less than the lessee's incremental borrowing rate. Capital lease assets are depreciated on a straight line method, over the capital lease assets estimated useful lives consistent with the Company’s normal depreciation policy for tangible fixed assets. Interest charges are expensed over the period of the lease in relation to the carrying value of the capital lease obligation.

	Estimated Useful
	Life (Years)

Buildings	20

Equipment	3-5

~~Operating~~Upon ~~leases~~sale ~~primarily~~or ~~relate~~retirement, to the ~~Company’s~~related ~~leases~~cost ~~of office spaces. When the terms of an operating lease include tenant improvement allowances, periods of free rent, rent concessions,~~ and~~/or~~ ~~rent escalation~~accumulated ~~amounts,~~ depreciation ~~the~~are ~~Company~~removed ~~establishes~~from ~~a deferred rent liability for~~ the ~~difference between~~accounts ~~the scheduled rent payment~~ and ~~the~~any ~~straight-line~~gain ~~rent~~or ~~expense recognized,~~loss ~~which~~ is ~~amortized~~reflected ~~over~~ in the ~~underlying~~statements ~~lease term on a straight-line basis as a reduction~~ of ~~rent expense~~operations.

~~Related~~Leases ~~Parties~~

~~The~~Lease ~~Company~~agreements ~~follows~~are ~~subtopic~~evaluated ~~850~~to determine whether they are capital leases or operating leases in accordance with paragraph 840-10-25-1 of the FASB Accounting Standards Codification (“Paragraph 840-10-25-1”). Pursuant to Paragraph 840-10-25-1 a lessee and a lessor shall consider whether a lease meets any of the following four criteria as part of classifying the lease at its inception under the guidance in the Lessees Subsection of this Section (for the lessee) ~~identification~~and the Lessors Subsection of ~~related~~this ~~parties~~Section (for the lessor): a. Transfer of ownership. The lease transfers ownership of the property to the lessee by the end of the lease term. This criterion is met in situations in which the lease agreement provides for the transfer of title at or shortly after the end of the lease term in exchange for the payment of a nominal fee, for example, the minimum required by statutory regulation to transfer title. b. Bargain purchase option. The lease contains a bargain purchase option. c. Lease term. The lease term is equal to 75 percent or more of the estimated economic life of the leased property. d. Minimum lease payments. The present value at the beginning of the lease term of the minimum lease payments, excluding that portion of the payments representing executory costs such as insurance, maintenance, and ~~disclosure~~taxes to be paid by the lessor, including any profit thereon, equals or exceeds 90 percent of the excess of the fair value of the leased property to the lessor at lease inception over any related ~~party~~investment ~~transactions~~tax credit retained by the lessor and expected to be realized by the lessor. In accordance with paragraphs 840-10-25-29 and 840-10-25-30, if at its inception a lease meets any of the four lease classification criteria in Paragraph 840-10-25-1, the lease shall be classified by the lessee as a capital lease; and if none of the four criteria in Paragraph 840-10-25-1 are met, the lease shall be classified by the lessee as an operating lease. Pursuant to Paragraph 840-10-25-31 a lessee shall compute the present value of the minimum lease payments using the lessee's incremental borrowing rate unless both of the following conditions are met, in which circumstance the lessee shall use the implicit rate: a. It is practicable for the lessee to learn the implicit rate computed by the lessor. b. The implicit rate computed by the lessor is less than the lessee's incremental borrowing rate. Capital lease assets are depreciated on a straight line method, over the capital lease assets estimated useful lives consistent with the Company’s normal depreciation policy for tangible fixed assets. Interest charges are expensed over the period of the lease in relation to the carrying value of the capital lease obligation.

FOperating leases primarily relate to the Company’s leases of office spaces. When the terms of an operating lease include tenant improvement allowances, periods of free rent, rent concessions, and/or rent escalation amounts, the Company establishes a deferred rent liability for the difference between the scheduled rent payment and the straight-line 13rent expense recognized, which is amortized over the underlying lease term on a straight-line basis as a reduction of rent expense.

~~Pursuant~~Related toParties Section 850-10-20 the related parties include a. affiliates of the Company (“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act); b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The ~~financial~~Company ~~statements~~follows ~~shall~~subtopic ~~include~~850-10 ~~disclosures~~ of ~~material related party transactions, other than compensation arrangements, expense allowances, and other similar items in~~ the ~~ordinary~~FASB ~~course of business. However,~~Accounting ~~disclosure~~ Standards ofCodification ~~transactions~~for ~~that are eliminated in~~ the ~~preparation~~identification of ~~consolidated~~ orrelated ~~combined~~parties financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and ~~such other information deemed necessary to~~disclosure ~~an understanding~~ of ~~the~~related ~~effects~~party ~~of the~~ transactions ~~on the financial statements; c~~. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

~~Commitment~~Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company (“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, as such terms are used in and ~~Contingencies~~construed under Rule 405 under the Securities Act); b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

~~The Company follows subtopic 450~~F-2013 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

IfThe financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ~~assessment~~ordinary course of abusiness. ~~contingency~~However, disclosure ~~indicates~~of transactions that itare eliminated in the preparation of consolidated or combined financial statements is not required in those ~~probable~~ statements. ~~that~~The adisclosures ~~material~~shall ~~loss~~include: ~~has~~a. ~~been~~the ~~incurred~~nature ~~and~~of the ~~amount~~relationship(s) involved; b. a description of the ~~liability~~transactions, including transactions to which ~~can~~ no beamounts ~~estimated~~or nominal amounts were ascribed, ~~then~~for each of the ~~estimated~~periods ~~liability~~for ~~would~~which income bestatements ~~accrued~~are inpresented, ~~the~~and ~~Company’s~~such other information deemed necessary to ~~consolidated~~ an ~~financial~~understanding ~~statements.~~of Ifthe effects of the ~~assessment~~transactions ~~indicates~~on ~~that~~the afinancial ~~potential~~statements; ~~material~~ c. ~~loss~~the ~~contingency~~dollar isamounts ~~not~~of ~~probable~~transactions ~~but~~for iseach ~~reasonably~~of ~~possible,~~the orperiods ~~is probable~~for ~~but~~which ~~cannot~~income statements beare ~~estimated,~~presented ~~then~~and the ~~nature~~effects of any change in the ~~contingent~~method ~~liability,~~of establishing the terms from that used in the preceding period; and and. ~~estimate~~amounts due from or to related parties as of the ~~range~~date of ~~possible~~each ~~losses~~balance sheet presented and, if ~~determinable~~not ~~and~~otherwise ~~material~~apparent, ~~would~~ bethe ~~disclosed~~terms and manner of settlement.

~~Loss~~Commitment ~~contingencies~~and ~~considered~~Contingencies ~~remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.~~

~~Revenue~~The ~~Recognition~~Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

~~The~~If ~~Company~~the ~~follows~~assessment ~~paragraph 605-10-S99-1~~ of ~~the~~a ~~FASB Accounting~~contingency ~~Standards~~indicates ~~Codification~~that ~~for revenue recognition. The Company recognizes revenue when~~ it is probable ~~realized~~that ora ~~realizable~~material ~~and~~loss ~~earned.~~has ~~The~~been ~~Company considers~~incurred ~~revenue realized or realizable~~ and ~~earned~~the ~~when~~amount ~~all~~ of the ~~following~~liability ~~criteria~~ can ~~are~~be ~~met:~~estimated, ~~(i)~~then ~~persuasive~~the ~~evidence~~estimated ofliability anwould ~~arrangement~~be ~~exists,~~accrued ~~(ii)~~in the Company’s ~~product~~ consolidated ~~has~~financial ~~been~~statements. ~~shipped~~If or the ~~services~~assessment ~~have~~indicates ~~been~~that ~~rendered~~a ~~to the customer,~~potential ~~(iii)~~ material ~~the~~loss ~~sales~~contingency ~~price~~ is ~~fixed~~not orprobable ~~determinable,~~but ~~and~~is ~~(iv)~~reasonably ~~collectability~~possible, or is ~~reasonably~~ probable ~~assured.~~but Incannot ~~addition~~be toestimated, then the ~~aforementioned~~nature ~~general~~of ~~policy,~~ the contingent liability, ~~following~~ and ~~are~~an estimate of the ~~specific~~range ~~revenue~~of ~~recognition~~possible ~~policies~~losses, ~~for~~if ~~each~~determinable ~~major~~and ~~category~~material, of would ~~revenue:~~be disclosed.

~~Marketing~~Loss ~~services~~contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.

~~The~~Revenue ~~Company’s~~Recognition marketing service revenues include advertising fees for online advertising, direct mail, electronic direct mail service, and selling discounted membership cards to online and offline customers who can enjoy discounts and special prices when they shop in the Company’s merchant partners’ stores online and offline. Advertising revenue is recognized ratably over the period in which the advertisement is displayed. Discounted membership cards sales revenue is recognized when the card is delivered to the customer.

~~Terminal~~The ~~operator~~Company ~~membership~~follows paragraph 605-10-S99-1 of the FASB ~~fees~~ Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. In addition to the aforementioned general policy, the following are the specific revenue recognition policies for each major category of revenue:

~~The~~Marketing Company earns membership fees from terminal operators. The terminal operators pay membership fees upon the signing of the terminal operator membership agreements which are initially deferred upon receipt and recognized ratably over the term of the membership. services

FThe -Company’s 14marketing service revenues include advertising fees for online advertising, direct mail, electronic direct mail service, and selling discounted membership cards to online and offline customers who can enjoy discounts and special prices when they shop in the Company’s merchant partners’ stores online and offline. Advertising revenue is recognized ratably over the period in which the advertisement is displayed. Discounted membership cards sales revenue is recognized when the card is delivered to the customer.

~~Commission~~Terminal ~~income~~operator membership fees

The Company earns ~~certain~~membership ~~percentage~~fees offrom ~~the~~terminal ~~transaction~~operators. ~~amount~~The ~~from~~ terminal ~~merchants~~operators aspay ~~commission~~membership ~~income~~fees ~~when~~upon ~~transactions~~the ~~are~~signing ~~completed~~of ~~and~~the ~~settled~~terminal operator ~~through~~ membership ~~DLD~~agreements ~~supported~~which ~~payment~~are ~~system~~initially ondeferred ~~online~~upon ~~and~~receipt ~~offline retail marketplace. Commission is earned~~ and recognized ratably ~~when~~over the ~~underlying~~term ~~transaction~~of ~~is completed~~the membership.

~~Rental~~Commission income

~~Rental~~The ~~income~~Company isearns ~~recognized~~certain onpercentage aof ~~straight-line~~the ~~basis~~transaction ~~over the~~amount ~~term~~ from ofmerchants ~~the~~as ~~lease.~~commission ~~Depreciation~~income ~~expense~~when transactions are completed and ~~maintenance~~settled ~~cost~~through ofDLD ~~the~~supported ~~property~~payment ~~are~~system on ~~recorded~~ online asand offline retail marketplace. Commission is earned and recognized when the ~~cost~~underlying oftransaction ~~rental~~is ~~income~~completed.

~~Net~~F-14 revenues from the sale of services represent the invoiced value of services provided, net of value added taxes (“VAT”). The Company is subject to VAT which is levied on all of the Company’s services on the invoiced value of services provided. Sales or Output VAT is borne by customers in addition to the invoiced value of services and Purchase or Input VAT is borne by the Company in addition to the invoiced value of purchases to the extent not refunded for export sales, if any.

~~Advertising~~Rental ~~Costs~~income

~~The~~Rental ~~Company~~income ~~follows~~is ~~the~~recognized ~~guidance~~on ofa ~~the Section 720~~straight-~~35-25~~line ~~of the~~basis ~~FASB~~over ~~Accounting Standards Codification (“Section 720-35-25”) as to when advertising costs should be expensed. Pursuant to ASC Paragraph 720-35-25-1~~ the ~~costs~~ term of ~~advertising shall be expensed either as incurred or~~ the ~~first time the advertising takes place~~lease. ~~The~~Depreciation ~~accounting policy the Company selected from these two alternatives was to~~ expense ~~the~~and ~~advertising~~maintenance ~~costs~~cost ~~when the first time the advertising takes place. Deferring the costs~~ of ~~advertising until~~ the ~~advertising~~ ~~takes~~property ~~place assumes that the costs have been incurred for~~are ~~advertising~~ recorded ~~that will occur, such~~ as the ~~first~~cost ~~public showing~~ of arental ~~television commercial for its intended purpose and the first appearance of a magazine advertisement for its intended purpose~~income. ~~Such costs shall be expensed immediately if such advertising is not expected to occur.~~

~~Pursuant~~Net torevenues ~~ASC~~from ~~Paragraph~~the ~~720-35-25-5~~sale ~~costs~~ of ~~communicating~~services represent the invoiced ~~advertising~~ value ~~are~~of ~~not~~services ~~incurred~~provided, ~~until~~net ~~the~~of ~~item~~value oradded ~~service~~taxes ~~has~~(“VAT”). ~~been~~The ~~received~~Company ~~and~~is ~~shall~~ subject ~~not~~to beVAT ~~reported~~which asis ~~expenses~~levied ~~before~~on ~~the~~all ~~item~~of orthe ~~service~~Company’s ~~has~~services ~~been~~on ~~received,~~the invoiced ~~such~~ value asof ~~the~~services ~~costs~~provided. ofSales ~~television~~or ~~airtime~~Output ~~which~~VAT ~~shall~~is ~~not~~borne beby ~~reported~~customers asin ~~advertising~~ addition ~~expense~~to ~~before~~ the ~~airtime~~invoiced isvalue ~~used.~~of ~~Once~~services itand isPurchase ~~used,~~or ~~the~~Input ~~costs~~VAT ~~shall be~~is ~~expensed,~~borne ~~unless~~ by the ~~airtime~~Company ~~was~~in ~~used~~addition ~~for~~to ~~direct-response~~the ~~advertising activities~~invoiced ~~that~~value ~~meet~~of purchases to the ~~criteria~~extent not refunded for ~~capitalization~~export ~~under~~sales, ~~ASC~~if ~~paragraph 340-20-25-4~~any.

~~Research~~Advertising ~~and~~Costs ~~Development~~

The Company follows ~~paragraph~~the ~~730~~guidance of the Section 720-1035-25-1 of the FASB Accounting Standards Codification (~~formerly~~“Section ~~Statement~~720-35-25”) ofas ~~Financial~~to ~~Accounting~~when ~~Standards~~ advertising ~~No.~~costs 2should ~~“Accounting~~be ~~for~~expensed. ~~Research~~Pursuant ~~and~~to ~~Development~~ASC ~~Costs”)~~Paragraph ~~and paragraph 730~~720-2035-25-111 the costs of ~~the~~advertising ~~FASB~~shall ~~Accounting~~be ~~Standards~~expensed ~~Codification~~either ~~(formerly Statement~~as ofincurred ~~Financial~~or ~~Accounting~~the ~~Standards~~first Notime the advertising takes place. 68The ~~“Research~~accounting ~~and~~policy ~~Development~~the Company selected from these ~~Arrangements”)~~ two ~~for~~alternatives ~~research~~was ~~and~~to ~~development~~expense the advertising costs. ~~Research~~when ~~and~~the ~~development~~first time the advertising takes place. Deferring the costs ~~are~~of ~~charged~~advertising tountil ~~expense~~the advertising astakes ~~incurred.~~place ~~Research~~assumes ~~and~~that ~~development~~the costs ~~consist primarily~~have ofbeen ~~remuneration~~incurred for advertising ~~research~~that ~~and~~will ~~development staff~~occur, ~~depreciation~~such ~~and maintenance~~as ~~expenses~~the first public showing of ~~research~~a ~~and~~television commercial ~~development~~for ~~equipment,~~its ~~material~~intended purpose and ~~testing~~the first appearance of a magazine ~~costs~~ advertisement for ~~research~~its ~~and~~intended ~~development~~purpose. asSuch ~~well~~costs asshall ~~research~~be ~~and~~expensed ~~development~~immediately ~~arrangements~~ if ~~with~~such ~~third~~advertising ~~party~~is ~~research~~not ~~and~~expected ~~development~~to ~~institutions~~occur.

~~Foreign~~Pursuant ~~Currency~~to ~~Transactions~~ASC Paragraph 720-35-25-5 costs of communicating advertising are not incurred until the item or service has been received and shall not be reported as expenses before the item or service has been received, such as the costs of television airtime which shall not be reported as advertising expense before the airtime is used. Once it is used, the costs shall be expensed, unless the airtime was used for direct-response advertising activities that meet the criteria for capitalization under ASC paragraph 340-20-25-4.

~~The~~Research Company applies the guidelines as set out in Section 830-20-35 of the FASB Accounting Standards Codification (“Section 830-20-35”) for foreign currency transactions. Pursuant to Section 830-20-35 of the FASB Accounting Standards Codification, foreign currency transactions are transactions denominated in currencies other than U.S. Dollar, the Company’s reporting currency or Chinese Yuan or Renminbi, the Company’s functional currency. Foreign currency transactions may produce receivables or payables that are fixed in terms of the amount of foreign currency that will be received or paid. A change in exchange rates between the functional currency and ~~the currency~~Development in which a transaction is denominated increases or decreases the expected amount of functional currency cash flows upon settlement of the transaction. That increase or decrease in expected functional currency cash flows is a foreign currency transaction gain or loss that generally shall be included in determining net income for the period in which the exchange rate changes. Likewise, a transaction gain or loss (measured from the transaction date or the most recent intervening balance sheet date, whichever is later) realized upon settlement of a foreign currency transaction generally shall be included in determining net income for the period in which the transaction is settled. The exceptions to this requirement for inclusion in net income of transaction gains and losses pertain to certain intercompany transactions and to transactions that are designated as, and effective as, economic hedges of net investments and foreign currency commitments. Pursuant to Section 830-20-25 of the FASB Accounting Standards Codification, the following shall apply to all foreign currency transactions of an enterprise and its investees: (a) at the date the transaction is recognized, each asset, liability, revenue, expense, gain, or loss arising from the transaction shall be measured and recorded in the functional currency of the recording entity by use of the exchange rate in effect at that date as defined in section 830-10-20 of the FASB Accounting Standards Codification; and (b) at each balance sheet date, recorded balances that are denominated in currencies other than the functional currency or reporting currency of the recording entity shall be adjusted to reflect the current exchange rate.

~~Net~~The ~~gains~~Company follows paragraph 730-10-25-1 of the FASB Accounting Standards Codification (formerly Statement of Financial Accounting Standards No. 2 “Accounting for Research and ~~losses~~Development ~~resulting~~Costs”) ~~from~~and paragraph ~~foreign~~730-20-25-11 ~~exchange~~of the FASB Accounting Standards Codification (formerly ~~transactions,~~ Statement ifof ~~any,~~Financial Accounting Standards No. 68 “Research and Development Arrangements”) for research and development costs. Research and development costs are ~~included~~charged into ~~the~~expense ~~Company’s~~as ~~statements~~incurred. Research and development costs consist primarily of ~~operations~~remuneration for research and development staff, depreciation and ~~comprehensive~~ maintenance ~~income~~expenses ~~(loss)~~of research and development equipment, material and testing costs for research and development as well as research and development arrangements with third party research and development institutions.

FForeign -Currency 15Transactions

~~Deferred~~The ~~Tax~~Company ~~Assets~~applies the guidelines as set out in Section 830-20-35 of the FASB Accounting Standards Codification (“Section 830-20-35”) for foreign currency transactions. Pursuant to Section 830-20-35 of the FASB Accounting Standards Codification, foreign currency transactions are transactions denominated in currencies other than U.S. Dollar, the Company’s reporting currency or Chinese Yuan or Renminbi, the Company’s functional currency. Foreign currency transactions may produce receivables or payables that are fixed in terms of the amount of foreign currency that will be received or paid. A change in exchange rates between the functional currency and the ~~Income~~ currency ~~Tax~~in ~~Provision~~which a transaction is denominated increases or decreases the expected amount of functional currency cash flows upon settlement of the transaction. That increase or decrease in expected functional currency cash flows is a foreign currency transaction gain or loss that generally shall be included in determining net income for the period in which the exchange rate changes. Likewise, a transaction gain or loss (measured from the transaction date or the most recent intervening balance sheet date, whichever is later) realized upon settlement of a foreign currency transaction generally shall be included in determining net income for the period in which the transaction is settled. The exceptions to this requirement for inclusion in net income of transaction gains and losses pertain to certain intercompany transactions and to transactions that are designated as, and effective as, economic hedges of net investments and foreign currency commitments. Pursuant to Section 830-20-25 of the FASB Accounting Standards Codification, the following shall apply to all foreign currency transactions of an enterprise and its investees: (a) at the date the transaction is recognized, each asset, liability, revenue, expense, gain, or loss arising from the transaction shall be measured and recorded in the functional currency of the recording entity by use of the exchange rate in effect at that date as defined in section 830-10-20 of the FASB Accounting Standards Codification; and (b) at each balance sheet date, recorded balances that are denominated in currencies other than the functional currency or reporting currency of the recording entity shall be adjusted to reflect the current exchange rate.

~~The~~Net ~~Company~~gains ~~accounts~~and ~~for~~losses ~~income~~resulting ~~taxes~~from ~~under~~foreign ~~Section 740-10-30~~exchange ~~of the FASB Accounting Standards Codification~~ transactions, ~~which~~if ~~requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method~~any, ~~deferred tax assets and liabilities~~ are ~~based~~included ~~on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates~~ in ~~effect for~~ the ~~year~~Company’s in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of ~~income~~operations and comprehensive income (loss) ~~in the period that includes the enactment date~~.

~~The Company adopted section 740~~F-~~10-25~~15 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty (50) percent likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

~~The~~Deferred ~~estimated~~Tax ~~future~~Assets ~~tax~~andIncome ~~effects~~Tax ofProvision temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary.

~~Management~~The ~~makes~~Company ~~judgments~~accounts asfor toincome taxes under Section 740-10-30 of the ~~interpretation~~FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of ~~laws~~ events that ~~might~~have bebeen ~~challenged~~included ~~upon~~in anthe ~~audit~~financial ~~and~~statements ~~cause~~or ~~changes~~tax toreturns. ~~previous~~Under ~~estimates~~ this ofmethod, deferred tax ~~liability.~~assets Inand ~~addition,~~liabilities ~~the~~are ~~Company~~based ~~operates~~on ~~within~~the ~~multiple~~differences ~~taxing~~ between ~~jurisdictions~~the financial statement and istax ~~subject~~bases toof ~~audit~~assets and liabilities using enacted tax rates in ~~these~~effect ~~jurisdictions~~for the year in which the differences are expected to reverse. InDeferred tax assets are reduced by a valuation allowance to the extent management’s ~~opinion,~~concludes ~~adequate~~it ~~provisions~~is ~~for~~more ~~income~~likely ~~taxes~~than ~~have~~not ~~been~~that ~~made~~the ~~for~~assets will not ~~all~~ be ~~years~~realized. IfDeferred ~~actual~~tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income byin ~~tax~~the ~~jurisdiction~~years ~~varies~~in ~~from~~which ~~estimates,~~those temporary ~~additional~~ differences ~~allowances~~are expected to be recovered or ~~reversals~~settled. The effect on deferred tax assets and liabilities of ~~reserves~~a ~~may~~change bein ~~necessary~~tax rates is recognized in the consolidated statements of income and comprehensive income (loss) in the period that includes the enactment date.

~~Tax~~The ~~years~~Company ~~that~~adopted ~~remain~~section ~~subject~~740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by ~~major~~the taxing authorities, based on the technical merits of the position. The tax ~~jurisdictions~~benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty (50) percent likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

The ~~Company~~estimated ~~discloses~~future tax ~~years~~effects ~~that~~of ~~remain~~temporary ~~subject~~differences between tothe tax basis of assets and liabilities are reported in the accompanying ~~examination~~ consolidated bybalance ~~major~~sheets, as well as tax ~~jurisdictions~~credit ~~pursuant~~carry-backs toand carry-forwards. The Company periodically reviews the ~~ASC~~recoverability ~~Paragraph~~of deferred ~~740-10-50-15~~ tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary.

~~Foreign~~Management ~~Currency~~makes ~~Translation~~judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

~~The~~Tax ~~Company~~years ~~follows~~that ~~Section~~remain ~~830-10-45~~subject ~~of the FASB Accounting Standards Codification (“Section 830-10-45”) for foreign currency translation~~ to ~~translate~~ examination ~~the~~by ~~financial~~major ~~statements~~tax ofjurisdictions the foreign subsidiary from the functional currency, generally the local currency, into U.S. Dollars. Section 830-10-45 sets out the guidance relating to how a reporting entity determines the functional currency of a foreign entity (including of a foreign entity in a highly inflationary economy), re-measures the books of record (if necessary), and characterizes transaction gains and losses. Pursuant to Section 830-10-45, the assets, liabilities, and operations of a foreign entity shall be measured using the functional currency of that entity. An entity’s functional currency is the currency of the primary economic environment in which the entity operates; normally, that is the currency of the environment, or local currency, in which an entity primarily generates and expends cash.

The ~~functional~~Company ~~currency~~discloses oftax ~~each~~years foreign subsidiary is determined based on management’s judgment and involves consideration of all relevant economic facts and circumstances affecting the subsidiary. Generally, the currency in which the subsidiary transacts a majority of its transactions, including billings, financing, payroll and other expenditures, would be considered the functional currency, but any dependency upon the parent and the nature of the subsidiary’s operations must also be considered. If a subsidiary’s functional currency is deemed to be the local currency, then any gain or loss associated with the translation of that ~~subsidiary’s~~remain ~~financial~~subject ~~statements is included in accumulated other comprehensive income. However, if the functional currency is deemed~~ to ~~be the U.S. Dollar, then any gain or loss associated with~~ ~~the~~ examination ~~re-measurement~~by ofmajor ~~these~~tax ~~financial~~jurisdictions ~~statements~~pursuant ~~from the local currency~~ to the ~~functional~~ ~~currency~~ASC ~~would be included in the consolidated statements of income~~Paragraph ~~and comprehensive income (loss)~~ 740-10-50-15. If the Company disposes of foreign subsidiaries, then any cumulative translation gains or losses would be recorded into the consolidated statements of income and comprehensive income (loss). If the Company determines that there has been a change in the functional currency of a subsidiary to the U.S. Dollar, any translation gains or losses arising after the date of change would be included within the statement of income and comprehensive income (loss).

~~Based~~Foreign onCurrency anTranslation ~~assessment of the factors discussed above, the management of the Company determined the relevant subsidiary’s local currency to be the functional currency for its foreign subsidiary.~~

FThe Company follows Section 830-10-45 16of the FASB Accounting Standards Codification (“Section 830-10-45”) for foreign currency translation to translate the financial statements of the foreign subsidiary from the functional currency, generally the local currency, into U.S. Dollars. Section 830-10-45 sets out the guidance relating to how a reporting entity determines the functional currency of a foreign entity (including of a foreign entity in a highly inflationary economy), re-measures the books of record (if necessary), and characterizes transaction gains and losses. Pursuant to Section 830-10-45, the assets, liabilities, and operations of a foreign entity shall be measured using the functional currency of that entity. An entity’s functional currency is the currency of the primary economic environment in which the entity operates; normally, that is the currency of the environment, or local currency, in which an entity primarily generates and expends cash.

The ~~financial~~functional ~~records~~currency of each foreign subsidiary is determined based on management’s judgment and involves consideration of all relevant economic facts and circumstances affecting the ~~Company~~subsidiary. ~~are~~Generally, the ~~maintained~~currency in ~~their~~which the subsidiary transacts a majority of its transactions, ~~local~~ including ~~currency~~billings, ~~the~~financing, ~~Renminbi~~payroll ~~(“RMB”)~~and other expenditures, ~~which~~would isbe considered the functional currency, but any dependency upon the parent and the nature of the subsidiary’s operations must also be considered. ~~Assets~~If a subsidiary’s ~~and~~ functional ~~liabilities~~currency ~~are~~is ~~translated~~deemed ~~from~~to be the local currency, ~~into~~then any gain or loss associated with the ~~reporting~~translation of that subsidiary’s financial statements is ~~currency~~ included in accumulated other comprehensive income. However, if the functional currency is deemed to be the U.S. ~~dollars~~Dollar, atthen ~~the~~any ~~exchange~~gain ~~rate~~or ~~prevailing~~loss atassociated with the ~~balance~~re-measurement ~~sheet date.~~of ~~Revenues~~these ~~and~~financial ~~expenses~~statements ~~are~~from ~~translated~~the atlocal ~~weighted~~currency ~~average~~to ~~exchange rates~~the ~~for~~ functional currency would be included in the ~~period~~consolidated tostatements ~~approximate~~of ~~translation~~income and atcomprehensive income (loss). If the ~~exchange~~Company ~~rates~~disposes ~~prevailing~~of atforeign ~~the~~ subsidiaries, ~~dates~~then ~~those~~any ~~elements~~cumulative ~~are~~translation ~~recognized~~gains inor losses would be recorded into the ~~financial~~consolidated statements. ~~Foreign currency~~of ~~translation~~income ~~gain~~and comprehensive income (loss). ~~resulting~~If the ~~from~~Company ~~the~~determines ~~process~~that ~~of translating~~there has been a change in the ~~local~~functional currency of ~~financial~~a ~~statements~~subsidiary ~~into~~to the U.S. ~~dollars~~Dollar, ~~are~~any translation gains or losses arising ~~included~~ after inthe ~~determining~~date ~~accumulated~~of ~~other~~change ~~comprehensive~~would ~~income~~be inincluded within the statement of ~~stockholders’~~income ~~equity~~and comprehensive income (loss).

~~RMB~~Based ison ~~not~~an aassessment ~~fully convertible currency. All foreign exchange transactions involving RMB must take place either through the People’s Bank~~ of ~~China~~ (the ~~“PBOC”)~~factors ordiscussed ~~other~~above, ~~institutions authorized to buy and sell foreign exchange. The exchange rate adopted for~~ the ~~foreign exchange transactions are~~ ~~the~~ management ~~rates~~ of ~~exchange quoted by~~ the ~~PBOC.~~Company ~~Commencing~~determined ~~July 21, 2005, China adopted a managed floating exchange rate regime based on market demand and supply with reference to a basket of currencies. The exchange rate of~~ the ~~US dollar~~relevant ~~against~~subsidiary’s ~~the~~local ~~RMB~~currency ~~was adjusted from approximately RMB 8.28 per U.S. dollar~~ to ~~approximately RMB 8.11 per U.S. dollar on July 21, 2005. Since then, the PBOC~~ ~~administers~~ be ~~and regulates~~ the ~~exchange~~functional ~~rate~~currency offor ~~the~~its ~~U.S. dollar against the RMB taking into account demand and supply of RMB, as well as domestic and~~ foreign ~~economic~~ ~~and financial conditions~~subsidiary.

~~Unless~~The ~~otherwise~~financial ~~noted,~~records ~~the rate presented below per U.S. $1.00 was the midpoint~~ of the ~~interbank~~Company ~~rate~~are asmaintained ~~quoted by OANDA Corporation (www.oanda.com) contained~~ in ~~its financial statements. Management~~their ~~believes~~ local ~~that~~currency, the ~~difference~~Renminbi ~~between~~ (“RMB ~~vs. U.S. dollar exchange rate quoted by the PBOC and RMB vs. U.S. dollar exchange rate reported by OANDA Corporation were immaterial. Translations do not imply that the RMB amounts actually represent~~”), orwhich ~~have~~is ~~been or could be converted into, equivalent amounts in U.S. dollars. Translation of amounts from RMB into U.S. dollars has been made at~~ the ~~following~~ ~~exchange~~functional ~~rates for the respective periods:~~ currency.

	March 31, 2015	December 31, 2014	March31, 2014	December 31, 2013
Balance sheets	6.1206	6.1460	6.1632	6.1122
Statements of operations and comprehensive income (loss)	6.1444	6.1457	6.1178	6.1943

F-16

~~Comprehensive~~Assets ~~Income~~and liabilities are translated from the local currency into the reporting currency, U.S. dollars, at the exchange rate prevailing at the balance sheet date. Revenues and expenses are translated at weighted average exchange rates for the period to approximate translation at the exchange rates prevailing at the dates those elements are recognized in the financial statements. Foreign currency translation gain (~~Loss~~loss) resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining accumulated other comprehensive income in the statement of stockholders’ equity.

~~The~~RMB ~~Company~~is ~~has~~not ~~applied~~a ~~section~~fully ~~220-10-45~~convertible ofcurrency. ~~the~~All ~~FASB~~foreign exchange ~~Accounting~~ transactions ~~Standards~~involving ~~Codification~~RMB must take place either through the People’s Bank of China (~~“Section~~the ~~220-10-45~~“PBOC”) or other institutions authorized to ~~present~~buy ~~comprehensive income~~and ~~(loss)~~sell foreign exchange. ~~Section~~The ~~220-10-45~~exchange ~~establishes~~rate ~~rules~~adopted for the ~~reporting~~foreign exchange transactions are the rates of exchange quoted by the PBOC. Commencing July 21, 2005, China ~~comprehensive~~ adopted ~~income~~a ~~(loss)~~managed floating exchange rate regime based on market demand and supply ~~its~~with ~~components~~reference to a basket of currencies. ~~Comprehensive~~The ~~income~~exchange ~~(loss),~~rate ~~for~~of the US dollar against the ~~Company,~~RMB ~~consists~~was ofadjusted ~~net~~from ~~income~~approximately ~~and~~RMB ~~foreign~~8.28 ~~currency~~per ~~translation~~U.S. ~~adjustments~~dollar ~~and~~ to isapproximately ~~presented~~RMB in8.11 per U.S. dollar on July 21, 2005. Since then, the ~~Company’s~~PBOC administers ~~consolidated~~and ~~statements~~regulates the exchange rate of ~~operations~~the ~~and~~U.S. dollar against the RMB ~~comprehensive~~ taking ~~income~~into ~~(loss)~~account demand and ~~stockholders’~~supply ~~equity~~of RMB, as well as domestic and foreign economic and financial conditions.

~~Cash~~Unless ~~Flows~~otherwise ~~Reporting~~noted, the rate presented below per U.S. $1.00 was the midpoint of the interbank rate as quoted by OANDA Corporation (www.oanda.com) contained in its financial statements. Management believes that the difference between RMB vs. U.S. dollar exchange rate quoted by the PBOC and RMB vs. U.S. dollar exchange rate reported by OANDA Corporation were immaterial. Translations do not imply that the RMB amounts actually represent, or have been or could be converted into, equivalent amounts in U.S. dollars. Translation of amounts from RMB into U.S. dollars has been made at the following exchange rates for the respective periods:

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.

	June 30, 2015	December 31, 2014	June 30, 2014	December 31, 2013

Balance sheets	6.1088	6.1460	6.1565	6.1122

Statements of operations and comprehensive income (loss)	6.1254	6.1457	6.1419	6.1943

~~The~~Comprehensive ~~Company~~Income ~~reports~~(Loss) the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

~~Subsequent~~The ~~Events~~Company has applied section 220-10-45 of the FASB Accounting Standards Codification (“Section 220-10-45”) to present comprehensive income (loss). Section 220-10-45 establishes rules for the reporting of comprehensive income (loss) and its components. Comprehensive income (loss), for the Company, consists of net income and foreign currency translation adjustments and is presented in the Company’s consolidated statements of operations and comprehensive income (loss) and stockholders’ equity.

~~The~~Earnings ~~Company~~per ~~follows~~Share the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements are issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

~~Recently~~Earnings ~~Issued~~per share ("EPS") is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. EPS is computed pursuant to section 260-10-45 of the FASB Accounting ~~Pronouncements~~Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16 Basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants.

InPursuant ~~May~~to ~~2014,~~ASC Paragraphs 260-10-45-45-21 through 260-10-45-45-23 Diluted EPS shall be based on the ~~FASB~~most advantageous conversion rate or exercise price from the standpoint of the security holder. The dilutive effect of outstanding call options and warrants (and their equivalents) issued by the ~~FASB~~reporting ~~Accounting~~entity ~~Standards~~shall be reflected in diluted EPS by application of the ~~Update~~ treasury Nostock method unless the provisions of paragraphs 260-10-45-35 through 45-36 and 260-10-55-8 through 55-11 require that another method be applied. Equivalents ~~2014~~of options and warrants include non-09vested ~~“Revenue~~stock ~~from~~granted ~~Contracts~~to employees, ~~with~~stock ~~Customers~~purchase contracts, and partially paid stock subscriptions (~~Topic~~see paragraph ~~606~~260–10–55–23)”. Anti-dilutive contracts, such as purchased put options and purchased call options, shall be excluded from diluted EPS. Under the treasury stock method: a. Exercise of options and warrants shall be assumed at the beginning of the period (~~“ASU~~or at time of issuance, if later) and common shares ~~2014~~ shall be assumed to be issued. b. The proceeds from exercise shall be assumed to be used to purchase common stock at the average market price during the period. (See paragraphs 260-~~09”~~10-45-29 and 260-10-55-4 through 55-5.) c. The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) shall be included in the denominator of the diluted EPS computation.

FThe -Company 17has no contingent shares issuance arrangement, stock options or warrants for the reporting period ended June 30, 2015 or 2014.

~~This~~F-17 guidance amends the existing FASB Accounting Standards Codification, creating a new Topic 606, Revenue from Contracts with Customer. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

ToCash ~~achieve~~Flows ~~that~~Reporting ~~core principle, an entity should apply the following steps:~~

1.The ~~Identify~~Company adopted paragraph 230-10-45-24 of the ~~contract~~FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (s“Indirect method”) ~~with~~as ~~the~~defined ~~customer~~by 2.paragraph 230-10-45-25 ~~Identify~~of the ~~performance~~FASB ~~obligations~~Accounting inStandards ~~the~~Codification ~~contract~~to 3.report ~~Determine~~net ~~the~~cash flow ~~transaction~~from ~~price~~operating 4.activities ~~Allocate~~by ~~the~~adjusting ~~transaction~~net ~~price~~income to ~~the~~reconcile ~~performance~~it ~~obligations~~to innet cash ~~the~~flow ~~contract~~from 5.operating ~~Recognize~~activities ~~revenue~~by ~~when~~removing the effects of (ora) asall deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) ~~the~~all ~~entity~~items ~~satisfies~~that aare ~~performance~~included ~~obligations~~in net income that do not affect operating cash receipts and payments.

The ~~ASU~~Company ~~also~~reports ~~provides~~the ~~guidance~~reporting oncurrency ~~disclosures~~equivalent ~~that~~of foreign ~~should~~currency ~~be provided~~cash toflows, ~~enable~~using ~~financial~~the ~~statement~~current ~~users~~exchange torate ~~understand~~at the ~~nature,~~time ~~amount,~~of the ~~timing,~~ cash flows and ~~uncertainty~~the effect of ~~revenue~~exchange ~~recognition~~rate ~~and~~changes on cash ~~flows~~held ~~arising~~in ~~from~~foreign ~~contracts~~ currencies ~~with~~is ~~customers.~~reported ~~Qualitative~~as a separate item in the reconciliation of beginning and ending ~~quantitative~~balances ~~information~~of iscash ~~required~~and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the ~~following:~~period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

1.Subsequent ~~Contracts~~Events with customers – including revenue and impairments recognized, disaggregation of revenue, and information about contract balances and performance obligations (including the transaction price allocated to the remaining performance obligations) 2. Significant judgments and changes in judgments – determining the timing of satisfaction of performance obligations (over time or at a point in time), and determining the transaction price and amounts allocated to performance obligations 3. Assets recognized from the costs to obtain or fulfill a contract.

~~ASU~~The ~~2014~~Company follows the guidance in Section 855-0910-50 isof ~~effective~~the FASB Accounting Standards Codification for ~~periods~~the ~~beginning~~disclosure ~~after~~of ~~December~~subsequent events. ~~15,~~ The ~~2016,~~Company ~~including~~will ~~interim~~evaluate ~~reporting~~subsequent ~~periods~~events ~~within~~through ~~that~~the ~~reporting~~date ~~period~~when ~~for~~the financial ~~all~~ statements ~~public~~are ~~entities~~issued. ~~Early~~Pursuant ~~application~~to isASU ~~not~~2010-09 ~~permitted~~of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

InRecently ~~August~~Issued ~~2014, the FASB issued the FASB~~ Accounting Standards Update No. 2014-15 “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). Pronouncements

In ~~connection~~May ~~with preparing financial statements for each annual and interim reporting period~~2014, ~~an entity’s management should evaluate whether there are conditions or events, considered in~~ the ~~aggregate,~~FASB ~~that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are~~ issued ~~(or~~ ~~within one year after~~ the ~~date~~FASB ~~that~~Accounting ~~the financial statements are~~Standards ~~available~~ Update ~~to be issued when applicable)~~No. ~~Management’s~~2014-09 ~~evaluation~~“Revenue ~~should~~from ~~be based~~Contracts onwith ~~relevant~~Customers ~~conditions and events that are known and reasonably knowable at the date that the financial statements are issued~~ (orTopic ~~at the date that the financial statements are available to be issued when applicable~~606)~~. Substantial~~” doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued (~~or available to be issued~~“ASU 2014-09”). ~~The term probable is used consistently with its use in Topic 450, Contingencies.~~

~~When~~This ~~management~~guidance ~~identifies~~amends ~~conditions~~the orexisting ~~events~~FASB ~~that~~Accounting ~~raise~~Standards ~~substantial~~ Codification, ~~doubt~~creating ~~about an entity’s ability to continue as~~ a ~~going~~new ~~concern~~Topic 606, ~~management~~ ~~should~~Revenue ~~consider~~from ~~whether~~Contracts ~~its plans that are intended to mitigate those~~with ~~relevant~~ Customer. ~~conditions~~The orcore ~~events~~principle ~~will~~of ~~alleviate~~ the ~~substantial~~guidance ~~doubt.~~is ~~The mitigating~~that ~~effect~~an ofentity ~~management’s plans~~ should recognize berevenue ~~considered only~~ to ~~the~~depict ~~extent that (1) it is probable that~~ the ~~plans~~transfer ~~will~~of bepromised ~~effectively~~goods ~~implemented~~or ~~and,~~services ifto ~~so,~~ customers ~~(2)~~in itan isamount ~~probable~~ that reflects the ~~plans~~consideration ~~will~~to ~~mitigate~~which the ~~conditions or events~~entity ~~that~~ expects ~~raise~~to ~~substantial~~be ~~doubt~~entitled ~~about~~in ~~the~~exchange ~~entity’s~~for ~~ability~~those togoods ~~continue~~or ~~as a going concern~~services.

IfTo ~~conditions~~achieve orthat ~~events~~core ~~raise~~principle, ~~substantial doubt about~~ an ~~entity’s~~ ~~ability to continue as a going concern, but the substantial doubt is alleviated as a result of consideration of management’s plans, the~~ entity should ~~disclose~~ ~~information~~apply ~~that enables users of~~ the ~~financial statements to~~ ~~understand all of the~~ following ~~(or refer to similar information disclosed elsewhere in the footnotes)~~steps:

a1. ~~Principal~~Identify ~~conditions or events that raised substantial doubt about~~ the ~~entity’~~contract(s) ~~ability~~with tothe ~~continue~~customer as2. aIdentify ~~going~~the ~~concern~~performance ~~(before~~obligations ~~consideration~~in ofthe ~~management’s~~contract ~~plans) b~~3. ~~Management’s~~Determine ~~evaluation of~~ the ~~significance~~transaction ofprice ~~those~~4. ~~conditions~~Allocate orthe ~~events~~transaction inprice ~~relation~~ to the ~~entity’s~~performance ~~ability~~obligations toin ~~meet~~the ~~its~~contract ~~obligations c~~5. ~~Management’s~~Recognize ~~plans~~revenue ~~that~~when ~~alleviated~~(or ~~substantial~~as) ~~doubt about~~ the entity’s ~~ability~~satisfies ~~to continue as~~ a ~~going~~performance ~~concern.~~obligations

IfThe ~~conditions~~ASU oralso ~~events~~provides ~~raise~~guidance ~~substantial~~on ~~doubt~~disclosures ~~about~~that anshould be ~~entity’s~~ provided ~~ability~~ to ~~continue~~enable asfinancial astatement ~~going~~users ~~concern,~~to ~~and~~understand ~~substantial~~the ~~doubt~~nature, ~~is not~~amount, ~~alleviated~~ timing, ~~after~~and ~~consideration~~uncertainty of ~~management’s~~revenue ~~plans,~~recognition anand ~~entity~~cash ~~should~~flows ~~include~~arising afrom ~~statement~~ contracts inwith the footnotes indicating that there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or available to be issued)customers. ~~Additionally,~~ ~~the~~Qualitative ~~entity~~and ~~should~~quantitative ~~disclose~~ information ~~that~~is ~~enables users of the~~required ~~financial~~ about ~~statements to understand all of~~ the following:

F1. -Contracts 18with customers – including revenue and impairments recognized, disaggregation of revenue, and information about contract balances and performance obligations (including the transaction price allocated to the remaining performance obligations) 2. Significant judgments and changes in judgments – determining the timing of satisfaction of performance obligations (over time or at a point in time), and determining the transaction price and amounts allocated to performance obligations 3. Assets recognized from the costs to obtain or fulfill a contract.

a.ASU ~~Principal~~2014-09 ~~conditions~~is oreffective ~~events~~for ~~that~~periods ~~raise~~beginning ~~substantial~~after ~~doubt~~December 15, ~~about~~2016, ~~the~~including ~~entity’s~~interim ~~ability~~reporting toperiods ~~continue~~within asthat areporting ~~going~~period ~~concern~~for all b.public ~~Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations c~~entities. ~~Management’s~~Early ~~plans~~application ~~that~~is ~~are~~not ~~intended to mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern~~permitted.

~~The~~In ~~amendments~~August in2014, ~~this~~the ~~Update~~FASB ~~are~~issued ~~effective~~the ~~for~~FASB ~~the~~Accounting ~~annual~~Standards ~~period~~ Update ~~ending~~No. ~~after~~2014-15 ~~December~~“Presentation ~~15,~~of ~~2016,~~Financial ~~and~~Statements—Going ~~for~~Concern (Subtopic ~~annual~~205-40): ~~periods~~Disclosure ~~and~~of ~~interim~~Uncertainties about an Entity’s Ability to ~~periods~~ Continue ~~thereafter.~~as ~~Early~~a ~~application~~Going isConcern ~~permitted~~(“ASU 2014-15”).

In ~~November~~connection ~~2014~~with preparing financial statements for each annual and interim reporting period, an entity’s management should evaluate whether there are conditions or events, considered in the ~~FASB~~aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the ~~FASB~~date ~~Accounting~~that ~~Standards~~the financial statements are ~~Update~~ available Noto be issued when applicable). ~~2014-16~~Management’s ~~“Derivatives~~evaluation should be based on relevant conditions and ~~Hedging~~events that are known and reasonably knowable at the date that the financial statements are issued (~~Topic~~or ~~815~~at the date that the financial statements are available to be issued when applicable):. ~~Determining~~Substantial doubt ~~Whether~~ about ~~the~~an ~~Host~~entity’s ~~Contract~~ability into continue as a ~~Hybrid~~going ~~Financial~~concern ~~Instrument~~exists ~~Issued~~when relevant conditions and events, considered in the ~~Form~~aggregate, ofindicate that it is probable a that ~~Share~~the Isentity ~~More~~will ~~Akin~~be unable to ~~Debt~~meet orits toobligations ~~Equity”~~as they become due within one year after the date that the financial statements are issued (~~“ASU~~or ~~2014-16”~~available to be issued). The term probable is used consistently with its use in Topic 450, Contingencies.

~~The amendments in ASU No. 2014~~F-1618 clarify that an entity must take into account all relevant terms and features when reviewing the nature of the host contract. Additionally, the amendments state that no one term or feature would define the host contract’s economic characteristics and risks. Instead, the economic characteristics and risks of the hybrid financial instrument as a whole would determine the nature of the host contract.

~~The~~When ~~amendments~~management inidentifies ~~this~~conditions ~~Update~~or ~~are~~events ~~effective~~that ~~for~~raise substantial ~~public~~doubt ~~business entities~~about ~~for~~an ~~fiscal~~entity’s ~~years~~ability to continue as a going concern, management ~~and~~should ~~interim~~consider ~~periods~~whether ~~within~~its ~~those~~plans ~~fiscal~~that ~~years,~~are intended to mitigate those ~~beginning~~ relevant ~~after~~conditions ~~December~~or ~~15,~~events ~~2015~~will alleviate the substantial doubt. ~~Early~~The mitigating ~~adoption,~~effect ~~including~~of ~~adoption~~management’s inplans anshould be considered only to the extent ~~interim~~ that ~~period~~(1) it is probable that the plans will be effectively implemented and, if so, (2) it is ~~permitted~~probable that the plans will mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern.

InIf ~~January~~conditions ~~2015,~~or ~~the~~events ~~FASB~~raise ~~issued~~substantial ~~the~~doubt ~~FASB~~about ~~Accounting Standards~~an ~~Update~~ entity’s ~~No.~~ability ~~2015-01~~to ~~“Income~~continue ~~Statement—Extraordinary~~as ~~and~~a ~~Unusual~~going ~~Items~~concern, but the substantial doubt is ~~(Subtopic~~ alleviated ~~225-20):~~as ~~Simplifying~~a ~~Income~~result ~~Statement~~of ~~Presentation~~consideration byof management’s plans, the entity should ~~Eliminating~~ disclose information that enables users of the ~~Concept~~financial statements to understand all of ~~Extraordinary~~the ~~Items”~~following (~~“ASU~~or ~~2015-01”~~refer to similar information disclosed elsewhere in the footnotes).:

~~This~~a. ~~Update~~Principal ~~eliminates~~conditions ~~from~~or ~~GAAP~~events that raised substantial doubt about the ~~concept~~entity’s ability to continue as a going concern (before consideration of ~~extraordinary items~~management’s ~~and~~plans) b. Management’s evaluation of the ~~requirements~~significance of those conditions or events in ~~Subtopic~~relation ~~225-20~~to ~~for~~the ~~reporting~~entity’s ~~entities~~ability to ~~separately~~ ~~classify,~~meet ~~present,~~its ~~and~~obligations ~~disclose~~c. ~~extraordinary~~Management’s ~~events~~plans ~~and transactions~~that alleviated substantial doubt about the entity’s ability to continue as a going concern.

~~The~~If ~~amendments~~conditions inor ~~this~~events ~~Update~~raise ~~are~~substantial ~~effective~~doubt ~~for~~about ~~fiscal years,~~an ~~and~~ entity’s ~~interim~~ability ~~periods~~to ~~within~~continue ~~those~~as ~~fiscal~~a ~~years~~going concern, ~~beginning~~and substantial doubt is not alleviated after ~~December~~consideration 15of management’s plans, an entity should include a ~~2015.~~ statement ~~Early~~in ~~adoption~~the footnotes indicating that there is ~~permitted~~substantial ~~provided~~doubt about the entity’s ability to continue as a going concern within one year after the date that the ~~guidance~~financial isstatements ~~applied~~are ~~from~~issued ~~the~~(or available to be issued). ~~beginning~~ Additionally, the entity should disclose information that enables users of the financial ~~fiscal~~statements ~~year~~to understand all of ~~adoption.~~the following:

Ina. ~~February~~Principal ~~2015,~~conditions ~~the~~or ~~FASB~~events ~~issued~~that raise substantial doubt about the ~~FASB~~entity’s ~~Accounting~~ability ~~Standards Update~~to ~~No.~~continue ~~2015-02~~as ~~“Consolidation~~a ~~(Topic~~going ~~810)~~concern -b. ~~Amendments~~Management’s toevaluation of the ~~Consolidation~~ ~~Analysis”~~significance ~~(“ASU~~of ~~2015-02”)~~those toconditions ~~improve~~or ~~certain~~events ~~areas~~in ~~of consolidation~~relation ~~guidance~~to ~~for~~the ~~reporting~~entity’s ~~organizations~~ability ~~(i.e.,~~to ~~public,~~meet ~~private,~~its ~~and not-for-profit)~~obligations c. Management’s plans that are ~~required~~intended to ~~evaluate~~mitigate ~~whether~~the toconditions ~~consolidate~~or ~~certain legal~~events ~~entities~~that ~~such~~raise assubstantial ~~limited~~doubt ~~partnerships,~~about ~~limited~~the ~~liability~~entity’s ~~corporations,~~ability ~~and securitization~~to ~~structures~~continue ~~(e.g.,~~as ~~collateralized~~a ~~debt/loan~~going ~~obligations)~~concern.

~~All~~The ~~legal~~amendments ~~entities~~in ~~are~~this ~~subject~~Update ~~to reevaluation~~are ~~under~~effective for the ~~revised~~annual period ~~consolidation~~ending ~~model.~~after ~~Specifically~~December 15, ~~the~~2016, and for annual periods and interim ~~amendments:~~ periods thereafter. Early application is permitted.

•In ~~Eliminating~~November 2014, the ~~presumption~~FASB ~~that~~issued ~~a general partner should consolidate a limited partnership. • Eliminating~~ the ~~indefinite deferral of~~ FASB ~~Statement~~Accounting Standards Update No. ~~167,~~2014-16 ~~thereby~~“Derivatives ~~reducing~~and ~~the~~Hedging ~~number of Variable Interest Entity~~ (~~VIE~~Topic 815): ~~consolidation~~Determining Whether ~~models from four to two (including~~ the ~~limited~~Host ~~partnership~~Contract ~~consolidation~~in ~~model). • Clarifying when fees paid to~~ a ~~decision~~Hybrid ~~maker~~Financial ~~should~~Instrument beIssued ~~a factor to include~~ in the ~~consolidation~~Form of ~~VIEs. Note:~~ a ~~VIE~~Share isIs aMore ~~legal~~Akin ~~entity~~to inDebt ~~which~~or ~~consolidation~~to isEquity” ~~not~~(“ASU ~~based on a majority of voting rights~~2014-16”). ~~• Amending the guidance for assessing how related party relationships affect VIE consolidation analysis. • Excluding certain money market funds from the consolidation guidance.~~

The amendments in ~~this~~ASU ~~Update~~No. ~~are~~2014-16 ~~effective~~clarify ~~for~~that ~~public~~an ~~business~~entity must ~~entities~~ take ~~for~~into ~~fiscal~~account ~~years,~~all relevant terms and ~~for~~features ~~interim~~when ~~periods~~reviewing ~~within~~the ~~those~~nature ~~fiscal~~of the ~~years~~host contract. Additionally, the amendments state that no one term or ~~beginning~~ feature ~~after~~would ~~December~~define ~~15,~~the ~~2015.~~host ~~Early~~contract’s ~~adoption~~economic ischaracteristics ~~permitted~~and risks. Instead, ~~including~~the economic characteristics and risks of the hybrid financial ~~adoption~~ instrument inas ana ~~interim~~whole ~~period.~~would determine the nature of the host contract.

~~Management~~The ~~does~~amendments ~~not~~in ~~believe~~this ~~that~~Update ~~any~~are ~~recently~~effective ~~issued,~~for ~~but~~public ~~not~~business ~~yet~~ entities ~~effective~~for ~~accounting~~fiscal ~~pronouncements~~years, ~~when~~and ~~adopted,~~interim ~~will~~periods ~~have~~within athose ~~material~~fiscal years, ~~effect~~ beginning onafter ~~the~~December ~~accompanying~~15, ~~consolidated~~2015. ~~financial~~Early ~~statements.~~adoption, including adoption in an interim period, is permitted.

~~Note~~In 3January –2015, ~~Going~~the ~~Concern~~FASB issued the FASB Accounting Standards Update No. 2015-01 “Income Statement—Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items” (“ASU 2015-01”).

~~The~~This ~~Company~~Update ~~has~~eliminates ~~elected~~from toGAAP ~~adopt~~the ~~early~~concept ~~application~~ of extraordinary ~~Accounting~~ items ~~Standards~~and ~~Update~~the ~~No.~~requirements ~~2014-15,~~in ~~“Presentation of Financial Statements—Going Concern (~~Subtopic ~~205~~225-~~40):~~20 ~~Disclosure~~for ofreporting ~~Uncertainties~~entities ~~about an~~to ~~Entity’s~~ separately ~~Ability~~classify, topresent, ~~Continue~~and asdisclose aextraordinary ~~Going~~events ~~Concern (“ASU 2014-15”)~~and transactions.

The ~~Company’s~~amendments ~~consolidated~~in ~~financial~~this ~~statements~~Update ~~have~~are ~~been prepared~~effective ~~assuming~~for ~~that~~fiscal ityears, and ~~will~~interim ~~continue~~periods aswithin athose ~~going~~fiscal ~~concern~~years, ~~which~~beginning ~~contemplates continuity~~after ofDecember ~~operations~~15, 2015. ~~realization~~Early ofadoption ~~assets,~~is ~~and~~permitted ~~liquidation~~provided ofthat ~~liabilities~~the guidance is applied from the in beginning of the ~~normal~~fiscal ~~course~~year of ~~business~~adoption.

FIn February 2015, the FASB issued the FASB Accounting Standards Update No. 2015-02 19“Consolidation (Topic 810) - Amendments to the Consolidation Analysis” (“ASU 2015-02”) to improve certain areas of consolidation guidance for reporting organizations (i.e., public, private, and not-for-profit) that are required to evaluate whether to consolidate certain legal entities such as limited partnerships, limited liability corporations, and securitization structures (e.g., collateralized debt/loan obligations).

AsF-19 reflected in the consolidated financial statements, the Company had an accumulated deficit at March 31, 2015, a net loss and net cash used in operating activities for the reporting period then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

~~The~~All ~~Company~~legal isentities ~~trying~~are subject to ~~further~~reevaluation ~~implement~~under ~~its business plan and generate sufficient revenue; however,~~ the ~~Company’s cash position may not be~~ ~~sufficient~~ revised toconsolidation ~~support its daily operations~~model. Management intends to raise additional funds by way of a private or public debt/equity offering. While the Company believes in the viability of its strategy to further implement its business plan and generate sufficient revenue and in its ability to raise additional fundsSpecifically, ~~there can be no assurances to that effect. The ability of~~ the ~~Company~~ to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private debt/equity offering. amendments:

~~The~~• ~~consolidated~~Eliminating ~~financial~~the ~~statements~~presumption dothat ~~not~~a ~~include~~general ~~any adjustments~~partner ~~related~~should toconsolidate a limited partnership. • Eliminating the ~~recoverability~~indefinite ~~and~~deferral ~~classification~~of FASB Statement No. 167, thereby reducing the number of ~~recorded~~Variable ~~asset amounts~~Interest orEntity (VIE) consolidation models from four to two (including the ~~amounts~~limited ~~and~~partnership ~~classification~~consolidation ofmodel). ~~liabilities~~• ~~that~~Clarifying ~~might~~when befees ~~necessary~~ paid to a decision maker should be a factor to include in the ~~Company~~consolidation of VIEs. Note: a VIE is ~~unable~~a tolegal ~~continue~~entity asin which consolidation is not based on a ~~going~~majority ~~concern~~of voting rights. • Amending the guidance for assessing how related party relationships affect VIE consolidation analysis. • Excluding certain money market funds from the consolidation guidance.

~~Note~~The 4amendments –in ~~Prepayments~~this Update are effective for public business entities for fiscal years, and ~~other~~for ~~current~~interim ~~assets~~periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period.

~~Prepayments~~Management ~~and~~does ~~other~~not ~~current~~believe ~~assets~~that ~~consisted~~any ofrecently ~~the~~issued, but not ~~following:~~ yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying consolidated financial statements.

		March 31,		December 31,
		2015		2014
Prepaid advertising fees (i)	$	735,222	$	1,498,902
Prepaid television airtime (ii)		-		5,044,883
Prepaid server hosting and broadband fees (iii)		186,138		259,079
Prepaid value added tax (iv)		296,525		-
Other receivable-short term lending (v)		-		325,415
Prepaid rent and services		455,430		322,079
Others		224,300		220,960
	$	1,897,615	$	7,671,318

Note 3 – Going Concern

~~(i)~~The ~~Prepaid~~Company ~~advertising~~has ~~fees~~elected ~~represent prepayments~~ to ~~third~~adopt ~~parties~~early ~~for~~application ~~advertising~~of Accounting ~~services,~~Standards ~~mainly~~Update ~~through internet and outdoor media~~No. ~~The~~2014-15, ~~advertising~~“Presentation ~~expenses~~of ~~are~~Financial Statements—Going ~~expensed~~Concern ~~when the services are received.~~ (~~ii)~~Subtopic ~~Prepaid television airtime represents prepayments to the China Central Television (”CCTV”~~205-40): ~~for~~Disclosure ~~airtime~~of toUncertainties beabout ~~aired on February 18, 2015 during the Chinese Spring Festival New Year~~an Entity’s ~~Eve~~Ability ~~Concert. The Company expensed the prepaid television airtime upon communicating its advertisement on February 18, 2015. (iii) Prepaid server hosting and broadband fees represent prepayments~~ to ~~third~~Continue ~~parties~~as ~~for~~a ~~server~~Going ~~hosting~~Concern ~~and broadband services. These prepayments are expensed when the services are received.~~ (~~iv)~~“ASU ~~Prepaid value added tax. (v~~2014-15”) ~~On January 9, 2015, the entire balance was returned to the Company~~.

~~Note~~The 5Company’s –consolidated ~~Property~~financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and ~~Equipment~~liquidation of liabilities in the normal course of business.

~~Property~~As ~~and~~reflected ~~equipment~~in the consolidated financial statements, ~~stated~~the Company had an accumulated deficit at ~~cost~~June 30, ~~less~~2015, ~~accumulated~~and a net loss for the ~~depreciation~~ reporting ~~consisted~~period ofthen ended. These factors raise substantial doubt about the Company’s ~~following:~~ability to continue as a going concern.

	Estimated Useful
	Life (Years)		March 31, 2015			December 31, 2014
Buildings	20	$	14,835,932		$	14,774,618
Equipment	3-5		1,354,290			1,236,294
			16,190,222			16,010,912
Less accumulated depreciation			(2,229,296	)		(1,946,369	)
		$	13,960,926		$	14,064,543

The Company is trying to further implement its business plan and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support its daily operations. Management intends to raise additional funds by way of a private or public debt/equity offering. While the Company believes in the viability of its strategy to further implement its business plan and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private debt/equity offering.

FThe -consolidated 20financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company is unable to continue as a going concern.

~~(i) Depreciation~~Note ~~Expense~~4 – Prepayments and other current assets

~~Depreciation~~Prepayments ~~expense~~and ~~was~~other ~~$273,797~~current ~~and~~assets ~~$184,424~~consisted ~~for~~of the ~~reporting~~ following: ~~period ended March 31, 2015 and 2014, respectively.~~

(ii) Impairment

		June 30,		December 31,
		2015		2014

Prepaid advertising fees (i)	$	736,642	$	1,498,902

Prepaid television airtime (ii)		-		5,044,883

Prepaid server hosting and broadband fees (iii)		107,755		259,079

Prepaid value added tax (iv)		225,905		-

Other receivable-short term lending (v)		235,231		325,415

Prepaid rent and services		369,631		322,079

Membership card deposits receivable (vi)		1,180,724		-

Other prepayments		586,500		220,960

	$	3,442,388	$	7,671,318

~~The~~F-20 ~~Company completed its annual impairment testing of property and equipment and determined that there was no impairment as their fair value, exceeded their carrying values at December 31, 2014.~~

~~Note~~(i) 6Prepaid –advertising ~~Related~~fees ~~Party~~represent ~~Transactions~~prepayments to third parties for advertising services, mainly through internet and outdoor media. The advertising expenses are expensed when the services are received. (ii) Prepaid television airtime represents prepayments to the China Central Television (”CCTV”) for airtime to be aired on February 18, 2015 during the Chinese Spring Festival New Year’s Eve Concert. The Company expensed the prepaid television airtime upon communicating its advertisement on February 18, 2015. (iii) Prepaid server hosting and broadband fees represent prepayments to third parties for server hosting and broadband services. These prepayments are expensed when the services are received. (iv) Prepaid value added tax. (v) The balance at December 31, 2014 was returned to the Company on January 9, 2015. (vi) As of September 7, 2015, the Company received all of the membership card deposits.

~~Related~~Note ~~parties~~5 – Property and Equipment

~~Related~~Property ~~parties~~and ~~with~~equipment, ~~whom~~stated ~~the~~at ~~Company~~cost, ~~had~~less ~~transactions~~accumulated depreciation ~~are~~consisted of the following:

Related Parties Relationship Management and significant stockholders Mr. Wang, Fenglin Chairman, CEO and significant stockholder of the Company Mr. Wang, Wenyong Significant stockholder of the Company, Mr. Wang, Fenglin’s son Entities under common control DLD Henan Network Technology Co., Ltd. ("DLD Network") An entity majority-owned and controlled by Chairman, CEO and significant stockholder of the Company DLD Industry Development Co., Ltd. (“DLD Industry”) An entity majority-owned and controlled by Chairman, CEO and significant stockholder of the Company DLD Beijing Hotel Co., Ltd. ("DLD Hotel") An entity majority-owned and controlled by Chairman, CEO and significant stockholder of the Company DLD E-Payment Co., Ltd. ("DLD E-payment") An entity majority-owned and controlled by Chairman, CEO and significant stockholder of the Company Zhengzhou DLD Trade and Business Co., Ltd ("DLD Zhengzhou Trade”) An entity majority-owned and controlled by significant stockholder of the Company, Mr. Wang Fenglin’s son

	Estimated Useful
	Life (Years)		June 30, 2015			December 31, 2014

Buildings	20	$	14,864,589		$	14,774,618

Equipment	3-5		2,065,082			1,236,294

			16,929,671			16,010,912

Less accumulated depreciation			(2,524,290	)		(1,946,369	)

		$	14,405,381		$	14,064,543

~~Advances~~Impairment ~~from~~Testing ~~Significant~~and ~~Stockholders~~ Depreciation Expense

~~From time to time, the Chairman, CEO and significant~~(i) Impairment ~~stockholders~~ Testing ~~of the Company advance funds to the Company for working capital purpose. These advances are unsecured, non-interest bearing and due upon demand.~~

~~Operating~~The ~~Lease~~Company ~~from~~completed ~~Chairman~~its annual impairment testing of property and ~~CEO~~equipment and determined that there was no impairment as their fair value, exceeded their carrying values at December 31, 2014.

On June 6, 2014, DLD Henan entered into a non-cancellable operating lease for its 119.99 square meters commercial office space in the City of Zhengzhou, Henan Province, PRC from Mr. Wang for RMB36, 000 per year expiring on June 8, 2015. Rent expense incurred for the three months ended March 31, 2015 was RMB 9,000 (~~approximately $1,465~~ii)~~. Future minimum lease payments are RMB6,000~~ Depreciation ~~(approximately~~ Expense ~~$977) for the remainder of the lease term.~~

~~Operating~~Depreciation ~~Lease~~expense ~~from~~was ~~DLD~~$564,552 ~~Henan~~and ~~Network~~$370,481 ~~Technology~~for ~~Co.,~~the ~~Ltd.~~ reporting ~~(“DLD~~period ~~Network”)~~ended June 30, 2015 and 2014, respectively.

OnNote ~~June~~6 ~~30,~~– ~~2014,~~Related ~~DLD~~Party ~~Henan~~Transactions entered into a non-cancellable operating lease for its commercial office space in the City of Zhengzhou, Henan Province, PRC from DLD Network for RMB2,160,000 for a period of two years expiring on June 30, 2016. Rent expense incurred for the three months ended March 31, 2015 was RMB270,000 (approximately $43,942). Future minimum lease payments are RMB1,350,000 (approximately $219,712) for the remainder of the lease term.

FRelated -parties 21

~~Advances~~Related ~~from~~parties ~~(repayments~~with ~~to)~~whom ~~Affiliates~~ the Company had transactions are:

~~From~~Related ~~time~~Parties toRelationship ~~time,~~Related ~~certain~~Party ~~affiliates~~Transactions Business Purpose of ~~the~~transactions ~~Company~~Management ~~advance funds~~and ~~from~~significant stockholders Mr. Wang, Fenglin Chairman, CEO and significant stockholder (toi) Advances to the Company; ~~for~~(ii) ~~working~~Operating lease (i) Working capital; ~~purpose~~(ii) Office lease Mr. ~~These~~Wang, ~~advances~~Wenyong ~~are unsecured~~Significant stockholder, ~~non-interest~~Mr. ~~bearing~~Wang, ~~and~~Fenglin’s ~~due~~son ~~upon~~Advances ~~demand~~to the Company Working capital Mr. Wang, Lei Mr. Wang, Fenglin’s son Advances to the Company Working capital

~~Note~~F-21 ~~7 – Commitments and Contingencies~~

Entities under common control DLD Henan Network Technology Co., Ltd. ("DLD Network") An entity majority-owned and controlled by Chairman, CEO and significant stockholder Operating ~~Leases~~lease Office lease DLD Industry Development Co., Ltd. (“DLD Industry”) An entity majority-owned and controlled by Chairman, CEO and significant stockholder Advances to the Company Working capital DLD Beijing Hotel Co., Ltd. ("DLD Hotel") An entity majority-owned and controlled by Chairman, CEO and significant stockholder Advances to the Company Working capital DLD E-Payment Co., Ltd. ("DLD E-payment") An entity majority-owned and controlled by Chairman, CEO and significant stockholder Advances to the Company Working capital Zhengzhou DLD Trade and Business Co., Ltd. ("DLD Zhengzhou Trade”) An entity majority-owned and controlled by Chairman, CEO and significant stockholder Advances to the Company Working capital

~~(i) Operating~~Advances ~~Lease~~from –Significant ~~DLD Technology Office Space~~ Stockholders

OnFrom ~~July~~time ~~10,~~to ~~2012~~time, ~~DLD~~the ~~Technology~~Chairman, ~~entered~~CEO ~~into~~and ~~a non-cancelable~~significant ~~operating~~ stockholders ~~lease~~of ~~for~~the ~~office~~Company ~~space~~advance ~~that~~funds ~~will~~to ~~expire~~the onCompany ~~July~~for ~~10,~~working ~~2015~~capital purpose. ~~The~~These ~~annual lease~~advances ~~payment~~are ~~is RMB1~~unsecured,~~900,000~~ ~~(approximately~~non-interest ~~$310,427).~~bearing and due upon demand.

OnOperating ~~September~~Lease ~~24,~~from ~~2014,~~Chairman ~~DLD Technology~~ and ~~DLD~~CEO E-payment entered into a rent sharing agreement for the sharing of leased office space. Per the rent sharing agreement, DLD Technology and DLD E-payment will each pay RMB600, 000 (approximately $98,030) and RMB1,300,000 (approximately $212,397), respectively, effective August 1, 2014.

~~Future~~On ~~minimum~~June ~~lease~~6, ~~payments~~2014, ~~required~~DLD ~~under~~Henan ~~this~~ entered into a non-~~cancelable~~cancellable operating lease for its 119.99 square meters commercial office ~~lease~~space ~~without~~in ~~consideration~~the City of ~~rent~~Zhengzhou, ~~sharing~~Henan ~~agreement~~Province, ~~were~~PRC from Mr. Wang for RMB36,000 per year expiring as on ~~follows:~~June 8, 2015. Rent expense was RMB 15,000 (approximately $2,455) for the six months ended June 30, 2015.

Year Ending December 31:	RMB		$
2015 (remainder of the year)	633,333	$	103,476
	633,333	$	103,476

Operating Lease from DLD Henan Network Technology Co., Ltd. (“DLD Network”)

~~The~~On ~~total~~June ~~amount~~30, of2014, ~~minimum~~DLD ~~rent~~Henan toentered beinto ~~received~~a non-cancellable operating lease for its commercial office space in the ~~future~~City of Zhengzhou, Henan Province, PRC from DLD ~~E-payment~~Network ~~under~~for ~~the~~RMB2,160,000 ~~rent~~for ~~sharing~~a ~~agreement~~period of two years expiring on June 30, 2016. Rent expense was asRMB540,000 ~~follows:~~(approximately $88,397) for the six months ended June 30, 2015. Future minimum lease payments are RMB1,080,000 (approximately $176,794) for the remainder of the lease term.

Year Ending December 31:	RMB		$
2015 (remainder of the year)	433,333	$	70,799
	433,333	$	70,799

Advances from (repayments to) Affiliates

From time to time, certain affiliates of the Company advance funds from (iito) ~~Operating~~ ~~Lease~~the –Company ~~STSW~~for ~~Office~~working capital purpose. These advances are ~~Space~~ unsecured, non-interest bearing and due upon demand.

OnNote ~~August~~ 7, ~~2013,~~– ~~STSW~~Commitments ~~entered~~and ~~into~~Contingencies ~~a non-cancelable operating lease for office space expiring on January 6, 2016. The annual lease payment is RMB 417,540 (approximately $68,159).~~

~~Future~~Operating ~~minimum~~Leases ~~lease payments required under this non-cancelable office lease were as follows:~~

Years Ending December 31:	RMB		$
2015 (remainder of the year)	313,155	$	51,164
2016	6,959		1,137
	320,114	$	52,301

(i) Operating Lease – DLD Technology Office Space

~~Note~~On 8July 10, 2012, DLD Technology entered into a non-cancelable operating ~~Stockholders’~~lease ~~Equity~~for office space that expired on July 10, 2015. The annual lease payment was RMB1,900,000 (~~Deficit~~approximately $311,027).

~~Shares~~On ~~Authorized~~September 24, 2014, DLD Technology and DLD E-payment entered into a rent sharing agreement for the sharing of leased office space. Per the rent sharing agreement, DLD Technology and DLD E-payment will each pay RMB600, 000 (approximately $98,219) and RMB1,300,000 (approximately $212,808), respectively, effective August 1, 2014.

~~Upon~~On ~~formation~~July ~~the~~10, ~~total~~2015, ~~number~~DLD ofTechnology ~~shares~~renewed ofthe ~~all classes of~~non-cancelable ~~stock~~ operating ~~which~~lease ~~the~~for ~~Company~~expanded isoffice ~~authorized~~space tofor ~~issue~~another istwo ~~Fifty~~years ~~Million~~that ~~and~~will ~~Five Hundred~~expire ~~Thousand~~ on ~~(50,500,000)~~July ~~shares of which Five Hundred Thousand (500~~10,~~000)~~ ~~shares shall~~2017. beThe ~~Preferred~~annual ~~Stock,~~lease ~~par~~payment ~~value~~is ~~$0.01~~RMB ~~per share~~3, ~~and Fifty Million (50~~300,000~~,000)~~ ~~shares shall be Common Stock, par value~~ (approximately $0540,204).~~001~~ ~~per share.~~

~~Amendment~~F-22 ~~to the Articles of Incorporation on May 14, 1999~~

On ~~May~~July 1430, ~~1999~~2015, ~~the~~DLD ~~Board~~Technology ofand ~~the~~DLD ~~Directors~~E-payment ofentered ~~the Company~~into ~~unanimously~~ a ~~adopted~~renewal ~~resolutions~~rent ~~declaring~~sharing ~~the~~agreement ~~advisability~~for ~~of, and recommended that Stockholders approve~~ the ~~amendment~~sharing ~~to the Company’s Articles~~ of ~~Incorporation~~ toleased ~~authorize~~office ~~the~~space. ~~Company~~Per ~~to file a certificate of amendment to its Articles of Incorporation to~~the ~~increase~~ rent ~~the~~sharing ~~number~~agreement, ofDLD ~~authorized~~Technology ~~shares~~and ofDLD ~~common~~E-payment ~~stock~~will ~~par~~each ~~value~~pay ~~$0.001 from~~annual ~~Fifty~~ lease ~~Million (50~~RMB1,~~000~~100,000) ~~shares~~(approximately to$180,068) ~~One~~and ~~Hundred Million (100~~RMB2,~~000~~200,000) ~~shares.~~(approximately ~~The~~ $360,136), ~~amendment~~respectively, ~~became~~ effective ~~upon~~August ~~the filing of the Certificate of Amendment to the Articles of Incorporation with the Secretary of State of Nevada on May 18~~1, ~~1999~~2015.

FFuture minimum lease payments required under this non-cancelable 22office lease without consideration of rent sharing agreement were as follows:

Amendment to the Articles of Incorporation on November 5, 2009

Year Ending December 31:	RMB		$

2015 (remainder of the year)	786,575	$	128,761

2016	1,650,000		270,102

2017	863,425		141,341

	3,300,000	$	540,204

On November 5, 2009, the Board of the Directors of the Company unanimously adopted resolutions declaring the advisability of, and recommended that Stockholders approve the amendment to the Company’s Articles of Incorporation to authorize the Company to file a certificate of amendment to its Articles of Incorporation to increase the number of authorized shares of common stock par value $0.001 from One Hundred Million (~~100,000,000~~ii) Operating ~~shares~~Lease to– ~~Two~~STSW ~~Hundred~~ Office ~~Million~~Space ~~(200,000,000) shares. The amendment became effective upon the filing of the Certificate of Amendment to the Articles of Incorporation with the Secretary of State of Nevada on November 5, 2009.~~

~~Common~~On ~~Stock~~August 7, 2013, STSW entered into a non-cancelable operating lease for office space expiring on January 6, 2016. The annual lease payment is RMB 417,540 (approximately $68,351).

~~Immediately~~Future ~~prior~~minimum tolease ~~the~~payments ~~consummation~~required ofunder ~~the Share Exchange~~this ~~Agreement~~ non-cancelable onoffice ~~December~~lease ~~30,~~were ~~2014,~~as ~~the~~follows: ~~Company had 100,215 common shares issued and outstanding.~~

Upon consummation of the Share Exchange Agreement on December 30, 2014, the Company issued 2,000,000 shares of its common stock for the acquisition of 100% of the issued and outstanding capital stock of DLD BVI.

Years Ending December 31:	RMB		$

2015 (remainder of the year)	208,770	$	34,175

2016	6,959		1,139

	215,729	$	35,314

Note 98 –- ~~Concentrations~~Stockholders’ ~~and~~Equity ~~Credit~~(Deficit) ~~Risk~~

~~Credit~~Shares ~~Risk~~Authorized ~~Arising from Financial Instruments~~

~~Financial~~Upon ~~instruments~~formation ~~that~~the ~~potentially~~total ~~subject~~number of shares of all classes of stock which the Company is authorized to issue is Fifty Million and Five Hundred ~~significant~~ Thousand ~~concentration~~(50,500,000) shares of ~~credit~~which ~~risk~~Five ~~consist~~Hundred ~~primarily~~Thousand of(500,000) ~~cash~~shares shall be Preferred Stock, par value $0.01 per share, and ~~cash~~Fifty Million ~~equivalents~~ (50,000,000) shares shall be Common Stock, par value $0.001 per share.

AsAmendment ofto ~~March 31, 2015, substantially all of~~ the ~~Company’s~~Articles ~~cash and cash equivalents were held in major financial institutions located in the PRC, none~~ of ~~which~~Incorporation ~~are~~on ~~insured.~~May ~~However~~14, ~~the Company has not experienced any~~ ~~losses~~ 1999 ~~on these accounts and management believes that the Company is not exposed to significant risks on such accounts.~~

~~Customers~~On May 14, 1999, the Board of the Directors of the Company unanimously adopted resolutions declaring the advisability of, and ~~Credit~~recommended that ~~Concentrations~~Stockholders approve the amendment to the Company’s Articles of Incorporation to authorize the Company to file a certificate of amendment to its Articles of Incorporation to increase the number of authorized shares of common stock par value $0.001 from Fifty Million (50,000,000) shares to One Hundred Million (100,000,000) shares. The amendment became effective upon the filing of the Certificate of Amendment to the Articles of Incorporation with the Secretary of State of Nevada on May 18, 1999.

~~Customer~~Amendment ~~concentrations~~to ~~and~~the ~~credit~~Articles ~~concentrations~~of ~~are~~Incorporation ason November 5, ~~follows:~~ 2009

	Net Sales
	for the reporting period ended
	March 31,	March 31,
	2015	2014
Customer A	19.1%	75.1%
Customer C	53.1%	-%
	72.2%	75.1%

On November 5, 2009, the Board of the Directors of the Company unanimously adopted resolutions declaring the advisability of, and recommended that Stockholders approve the amendment to the Company’s Articles of Incorporation to authorize the Company to file a certificate of amendment to its Articles of Incorporation to increase the number of authorized shares of common stock par value $0.001 from One Hundred Million (100,000,000) shares to Two Hundred Million (200,000,000) shares. The amendment became effective upon the filing of the Certificate of Amendment to the Articles of Incorporation with the Secretary of State of Nevada on November 5, 2009.

	Accounts Receivable at
	March 31,	December 31,
	2015	2014
Customer A	100.0%	79.5%
Customer B	-%	20.5%
	100.0%	100.0%

Common Stock

AImmediately ~~reduction~~prior into ~~sales~~the ~~from~~consummation ~~or loss~~ of ~~such~~the ~~customers~~Share ~~would have~~Exchange a Agreement ~~material~~on ~~adverse~~December ~~effect~~30, on2014, the Company’s ~~results~~had of100,215 ~~operations~~common ~~and~~shares ~~financial~~issued and ~~condition~~ outstanding.

FUpon -consummation 23of the Share Exchange Agreement on December 30, 2014, the Company issued 2,000,000 shares of its common stock for the acquisition of 100% of the issued and outstanding capital stock of DLD BVI.

~~Note 10~~ F-23 ~~Foreign Operations~~

~~Operations~~During the reporting period ended June 30, 2015, the Company issued 288,000 shares of the Company’s common stock as promotion expenses to terminal operators. The shares were value at par, or $288 and recorded as promotion expenses.

~~Substantially~~Note ~~all~~9 of– ~~the~~Promotion ~~Company’s~~Costs operations are carried out and all of its assets are located in the PRC, which may be adversely affected by significant political, economic and social uncertainties in the PRC. Although the PRC government has been pursuing economic reform policies since 1980, no assurance can be given that the PRC Government will continue to pursue such policies or that such policies may not be significantly altered, especially in the event of a change in leadership, social or political disruption or unforeseen circumstances affecting the PRC’s political, economic and social conditions; nor that the PRC government’s pursuit of economic reforms will be consistent or effective.

~~Currency~~To ~~Convertibility~~enhance ~~Risk~~the Company’s market penetration and raise the Company’s brand awareness, the Company intensified its marketing and promotion efforts during the six months ended June 30, 2015. The Company launched two special promotions by distributing free membership card and by offering a discount to the face value of the Company’s membership cards. Discount rates varied between 14% and 20% depending upon the value of cards sold. Total costs of promotions were $36,130,864 for the six months ended June 30, 2015.

~~Substantially~~Note ~~all~~10 of– ~~the~~Concentrations ~~Company’s businesses are transacted in RMB, which is not freely convertible into foreign currencies. Under China’s Foreign Exchange Currency Regulation~~ and ~~Administration,~~Credit ~~the~~Risk Company is permitted to exchange RMB for foreign currencies through banks authorized to conduct foreign exchange business. All foreign exchange transactions continue to take place either through the People’s Bank of China or other banks authorized to buy and sell foreign currencies at the exchange rates quoted by the People’s Bank of China. Approval of foreign currency payments by the People’s Bank of China or other institutions requires submitting a payment application form together with invoices and signed contracts.

~~Foreign~~Credit ~~Currency~~Risk ~~Exchange~~Arising ~~Rate~~from ~~Risk~~Financial Instruments

OnFinancial ~~July~~instruments ~~21,~~that ~~2005,~~potentially ~~the~~subject ~~PRC government changed its decade-old policy of pegging~~ the ~~value~~Company ~~of the RMB~~ to ~~U.S. Dollar. Under the new policy, the~~ ~~RMB~~ significant isconcentration ~~permitted~~of tocredit ~~fluctuate~~risk ~~within~~consist aprimarily ~~narrow and managed band against a basket~~ of ~~certain~~cash foreign currencies. While the international reaction to the RMB revaluation has generally been positive, there remains significant international pressure on the PRC government to adopt an even more flexible currency policy, which could result in a further and ~~more significant volatility of the RMB~~cash ~~against the U~~ equivalents.S. ~~Dollar.~~

~~Any~~As ~~significant revaluation~~ of ~~RMB~~June ~~may~~30, ~~materially~~2015, ~~and~~substantially ~~adversely affect~~all of the Company’s cash and ~~flows,~~cash ~~revenues,~~equivalents ~~earnings~~were ~~and~~held in major financial ~~position~~institutions ~~reported~~located in the U PRC, none of which are insured.S. ~~Dollar~~However, the Company has not experienced any losses on these accounts and management believes that the Company is not exposed to significant risks on such accounts.

~~The~~Customers ~~Company~~and ~~had~~Credit noConcentrations ~~foreign currency hedges in place to reduce such exposure.~~

~~Note~~Customer 11concentrations –and ~~Subsequent~~credit ~~Events~~concentrations are as follows:

The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued. The Management of the Company determined that there were no reportable subsequent events to be disclosed.

	Net Sales
	for the reporting period ended
	June 30,	June 30,
	2015	2014

Customer A	15.0%	64.7%

Customer B	20.9%	-%

Customer C	19.9%	-%

Customer D	11.9%	-%

	67.7%	64.7%

F - 24

	Accounts Receivable at
	June 30,	December 31,
	2015	2014

Customer A	100.0%	79.5%

Customer B	-%	20.5%

	100.0%	100.0%

~~Item~~A 2.reduction ~~Management’s~~in ~~Discussion~~sales ~~and~~from ~~Analysis~~or loss of ~~Financial~~such ~~Condition~~customers ~~and~~would ~~Results~~have a material adverse effect on the Company’s results of ~~Operations~~operations and financial condition.

~~The~~Note ~~following~~11 discussion of the financial condition and results of operation of DLD Group Inc. for fiscal quarters ended March 31, 2015 and 2014 should be read in conjunction with the selected consolidated financial data, the financial statements and the notes to those statements that are included elsewhere in this report (the “Report”). In addition to historical information, the following discussion contains certain forward-~~looking statements~~ ~~within~~Foreign ~~the~~Operations “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements relate to our future plans, objectives, expectations and intentions. These statements may be identified by the use of words such as “may”, “will”, “could”, “expect”, “anticipate”, “intend”, “believe”, “estimate”, “plan”, “predict”, and similar terms or terminology, or the negative of such terms or other comparable terminology. Although we believe the expectations expressed in these forward-looking statements are based on reasonable assumptions within the bound of our knowledge of our business, our actual results could differ materially from those discussed in these statements. Factors that could contribute to such differences include, but are not limited to, those discussed in the “Risk Factors” section. We undertake no obligation to update publicly any forward-looking statements for any reason even if new information becomes available or other events occur in the future.

~~Our~~Operations financial statements are prepared in U.S. Dollars and in accordance with accounting principles generally accepted in the United States. See “Critical Accounting Policies and Estimates - Foreign currency translation” below for information concerning the exchanges rates at which Renminbi and Hong Kong Dollar were translated into U.S. Dollars at various pertinent dates and for pertinent periods.

~~Overview~~Substantially all of the Company’s operations are carried out and all of its assets are located in the PRC, which may be adversely affected by significant political, economic and social uncertainties in the PRC. Although the PRC government has been pursuing economic reform policies since 1980, no assurance can be given that the PRC Government will continue to pursue such policies or that such policies may not be significantly altered, especially in the event of a change in leadership, social or political disruption or unforeseen circumstances affecting the PRC’s political, economic and social conditions; nor that the PRC government’s pursuit of economic reforms will be consistent or effective.

We are operating as a discount product information platform which integrates online, offline and mobile commerce in China. We consolidate discount information by operating DLD Discount Web Http://www.dld.com, an onlineF-~~to-offline~~24 “O2O” promotional information marketplace, DLD E-mall, an online shopping marketplace, and E-supermarket, an online supermarket. We sell membership cards to offline customers who can enjoy discounts and special price when they shop in our merchant partners’ store offline. Our three online marketplaces and offline membership service and together with our mobile apps as a whole enables both our online and offline local merchant partners and brick-and-mortar retailers to reach consumers in a more effective and efficient manner. Our headquarter resides in the city of Beijing in China.3rd and 4th Floor, Building 3, Number 11 East Xinyuanli, North of Dongsanhuan road, Chaoyang District, Beijing, China The size of our headquarter office building is 1200 m2

~~Online~~Currency ~~Business~~Convertibility Risk

~~Discount~~Substantially ~~Web:~~all Weof ~~start~~the ~~our~~Company’s ~~business~~businesses byare ~~launching~~transacted ~~our DLD~~in ~~Discount Web http://www.dld.com~~ RMB, which is annot ~~O2O~~freely ~~promotional~~convertible ~~information marketplace~~into ~~that~~foreign ~~helps~~currencies. ~~local~~Under ~~merchants to release their daily marketing and promotional information online to capture our customers~~China’ ~~“in-store” spending~~s ~~needs~~ Foreign inExchange ~~2010~~Currency inRegulation ~~the city of Shenzhen. To help our customers find more information about the shops more efficiently~~ and ~~have~~Administration, the ~~most~~Company ~~updated~~is ~~information~~ permitted ~~about shop’s promotions, DLD Discount Web has grown~~ to ~~cover~~exchange ~~China’s 31~~RMB ~~provinces,~~for ~~across~~foreign ~~diverse~~currencies ~~categories,~~through ~~including~~banks ~~food,~~authorized ~~entertainment, travel,~~to ~~accommodation,~~ conduct ~~and~~foreign ~~lifestyle.~~exchange ~~The number of promotion messages has reached more than 1000 pieces daily by now~~business. ~~Online~~All ~~member~~foreign ~~has~~exchange ~~grown~~transactions ~~significantly~~continue ~~from~~to ~~1,042,500~~ take atplace ~~the~~either ~~end~~through ~~of 2012 to 6,126,665 at~~ the ~~end~~People’s Bank of ~~March~~China ~~2015.~~or ~~Registered customers~~other ~~are~~banks ~~able~~ authorized to ~~enjoy~~buy ~~the discounts~~ and ~~special~~sell ~~price~~foreign ~~offer~~currencies ~~when~~at ~~they~~the ~~go shopping~~exchange ~~both~~rates ~~online~~quoted ~~and offline, which are pre-negotiated~~ by ~~our~~the ~~company. We~~People’s ~~also~~ Bank ~~foster~~of anChina. ~~online~~Approval ~~interactive~~of ~~user~~foreign ~~community~~currency ~~which~~payments ~~allows customers to discuss, rate and review products, and services offered~~ by the ~~offline~~People’s ~~shops~~Bank ,of ~~and~~ China ~~share~~or ~~shopping~~other ~~experiences~~institutions ~~with~~requires ~~each~~submitting ~~other~~a inpayment ~~our~~application ~~online community. We~~form ~~believe~~ together itwith ~~will~~invoices ~~be the word-of-mouth spread~~ and ~~help~~signed ~~attract more potential customers to our services more effectively~~contracts.

~~E-Supermarket:~~Foreign ~~Our~~Currency ~~online~~Exchange ~~supermarket~~Rate ~~DLD~~Risk E-Supermarket features a great selection of good quality products, convenient online service and certainly the low prices. We select quality partners in each city to ensure the service maintained with the same standards. We are planning to penetrate lower tier cities to capture the increasing demand for customers’ daily shopping needs. DLD E-Supermarket was built in May 2013, by the end of March 2015, there were more than 16,900 different types of products selling on DLD E-supermarket website through B2C model. So far it only operates in the city of Zhengzhou and we are planning to expand this business to the rest part of China. We will start from major city like Shanghai and Beijing soon.

~~DLD~~On ~~E-mall:~~July ~~Our~~21, ~~online~~2005, ~~shopping~~the ~~marketplace~~PRC ~~DLD~~government ~~E-mall~~changed ~~enables~~its decade-old ~~individuals~~ policy toof ~~leverage~~pegging the ~~power~~value of the ~~Internet~~RMB to ~~establish~~U.S. ~~their~~Dollar. ~~online~~Under the new policy, the ~~presence~~ RMB ~~and~~is ~~conduct~~permitted ~~commerce~~to ~~with~~fluctuate ~~consumers~~within noa ~~matter~~narrow ~~where~~and ~~they~~managed ~~are.~~band Weagainst ~~offer~~a basket ~~customers~~ of acertain ~~wide~~foreign ~~selection~~currencies. ofWhile ~~physical~~the ~~goods~~international ~~including~~reaction ~~apparel,~~to ~~makeups~~the ~~and~~RMB ~~jewelries,~~ revaluation ~~consumer~~has ~~electronics,~~generally ~~baby~~been ~~products~~positive, ~~home~~there ~~furnishings,~~remains ~~sport~~significant ~~wear,~~international ~~recreational~~ pressure ~~supplies~~on ~~and~~the ~~many~~PRC ~~more.~~government Itto isadopt ~~mainly~~an aeven ~~C2C~~more ~~business.~~flexible ~~DLD~~currency ~~E-mall was~~policy, ~~established~~ which incould ~~March~~result ~~2014,~~in ~~till~~a ~~the~~further ~~end~~and ofmore ~~March~~significant ~~2015,~~volatility ~~DLD~~of ~~E-mall~~the ~~presents~~RMB ~~around,~~ against ~~14,950~~the ~~merchant~~U.S. ~~partners with more than 21,000 types of products~~Dollar.

~~Smart-Life~~Any ~~Channel:~~significant ~~One~~revaluation of ~~the~~RMB ~~latest~~may ~~products~~materially isand ~~Smart-Life~~adversely ~~channel~~ affect ~~that we launched on DLD Discount Web recently. It is a Groupon type of business, but without requirement of a minimum number of purchasers. We believe~~ the ~~more~~cash ~~convenient experience they have with us~~flows, ~~the higher chances that they will stay with our service. Our payment system provides high security for customers to make a payment online~~revenues, soearnings ~~that~~and ~~customers~~financial ~~would~~position ~~not~~reported ~~have any~~in ~~concerns~~ U.S. ~~of making online payment~~Dollar.

5The Company had no foreign currency hedges in place to reduce such exposure.

~~Offline~~Note ~~Business~~12 – Subsequent Events

ToThe ~~help~~Company ~~our~~has ~~offline~~evaluated ~~customers,~~all weevents ~~start~~that ~~distributing~~occurred ~~membership cards~~after ~~in 2012 in~~ the balance ~~city~~sheet ofdate ~~Beijing.~~through ~~Our members can enjoy~~ the ~~discounts~~date ~~and special price pre-negotiated by our company with our local partners~~ when ~~they shop~~the ~~offline.~~financial ~~Since~~statements wewere ~~launched offline business, our offline customers’ base~~issued. ~~has~~ The ~~been~~Management ~~enjoying~~of ~~strong~~the ~~growth~~Company ~~momentum,~~determined ~~and~~that ~~has~~there ~~grown~~were ~~significantly~~no ~~from~~reportable ~~5,236,200~~ subsequent atevents ~~the end of 2014~~ to ~~8,761,128~~be ~~at the end of March 2015~~disclosed.

DLD as a whole offers customers the most convenient shopping experience no matter they are online, offline, or on mobile. Our membership cards together with our major shopping websites http://www.dld.com and mobile apps will capture and serve customers’ shopping needs in most of perspectives. One of our new initiatives is that we will launch a globalF-~~shopping~~25 site to expand our merchant partners to foreign countries. We are aiming at bringing the competitive products and prices to our customers. In the long term, we will grow our online and mobile business, at the same time, maintain our offline competitive advantage, expand our product offerings and expend to more regions.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

~~For~~The following discussion of the financial condition and results of operation of DLD Group Inc. for Three ~~Months~~months ~~Ended~~ended ~~March~~June 3130, 2015 ~~Compared~~and 2014, and for six months ended June 30, 2015 and 2014 should be read in conjunction with the selected consolidated financial data, the financial statements and the notes to those statements that are included elsewhere in this report (the “Report”). In addition to historical information, the following ~~Three~~discussion ~~Months~~contains ~~Ended~~certain ~~March~~forward-looking 31statements within the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements relate to our future plans, ~~2014~~objectives, expectations and intentions. These statements may be identified by the use of words such as “may”, “will”, “could”, “expect”, “anticipate”, “intend”, “believe”, “estimate”, “plan”, “predict”, and similar terms or terminology, or the negative of such terms or other comparable terminology. Although we believe the expectations expressed in these forward-looking statements are based on reasonable assumptions within the bound of our knowledge of our business, our actual results could differ materially from those discussed in these statements. Factors that could contribute to such differences include, but are not limited to, those discussed in the “Risk Factors” section. We undertake no obligation to update publicly any forward-looking statements for any reason even if new information becomes available or other events occur in the future.

~~Revenues~~Our financial statements are prepared in U.S. Dollars and in accordance with accounting principles generally accepted in the United States. See “Critical Accounting Policies and Estimates - Foreign currency translation” below for information concerning the exchanges rates at which Renminbi and Hong Kong Dollar were translated into U.S. Dollars at various pertinent dates and for pertinent periods.

~~Our~~Overview ~~revenues generate primarily from marketing services, memberships, commissions on transactions and rent income.~~

~~For~~We ~~the~~are ~~three~~operating ~~months~~as ~~ended~~a ~~March~~discount ~~31,~~product ~~2015~~information platform which integrates online, weoffline ~~had~~and ~~net~~mobile ~~revenues~~commerce in China. We consolidate ofdiscount ~~$606,837,~~information asby ~~compared~~operating toDLD ~~those~~Discount ofWeb ~~$155~~Http://www.dld.com,~~277~~ ~~for~~an online-to-offline ~~the~~“O2O” ~~three~~promotional ~~months~~information ~~ended March 31~~marketplace, ~~2014~~DLD E-mall, an online ~~increase~~shopping ofmarketplace, ~~approximately~~and ~~$451~~E-supermarket,~~560~~ oran ~~290~~online supermarket.~~8%.~~ ~~The~~We ~~increase~~sell membership cards to offline customers who can enjoy discounts and special price when they shop in ~~net~~our merchant partners’ store offline. Our three online ~~revenues~~marketplaces ~~was~~and ~~primarily~~offline ~~due~~membership service and together with our mobile apps as a whole enables both our online and offline local merchant partners and brick-and-mortar retailers to ~~core~~reach ~~business~~consumers ~~showed~~in a more effective and efficient manner. Our headquarter resides in the ~~sign~~city of ~~business~~Beijing ~~rally~~ in ~~2015~~ China.3rd and 4th Floor, Building 3, Number 11 East Xinyuanli, North of Dongsanhuan road, Chaoyang District, Beijing, China The size of our headquarter office building is 1200 m2

~~Revenue~~Online ~~from~~Business marketing service amounted to $404,837 for the three months ended March 31, 2015 as compared to $4,141 for the three months ended March 31, 2014. Revenue from marketing service significantly increased as a result of our efforts in promoting our products and services. Membership income amounted to $22,719 for the three months ended March 31, 2015 as compared to $1,526 for the same period in 2014 as the number of participated member increment sped up. Commissions on transactions gained $7,523 for the three months ended March 31, 2015 and $5,150 for the three ended March 31, 2014. Rent income were $171,604 for the three months ended March 31, 2015, an increase of $27,144 or 18.8%, as compared to $144,460 for the same period in 2014.

~~Cost~~Discount Web: We start our business by launching our DLD Discount Web http://www.dld.com, which is an O2O promotional information marketplace that helps local merchants to release their daily marketing and promotional information online to capture our customers’ “in-store” spending needs in 2010 in the city of ~~Revenue~~Shenzhen. To help our customers find more information about the shops more efficiently and have the most updated information about shop’s promotions, DLD Discount Web has grown to cover China’s 31 provinces, across diverse categories, including food, entertainment, travel, accommodation, and lifestyle. The number of promotion messages has reached more than 1000 pieces daily by now. Online member has grown significantly from 1,042,500 at the end of 2012 to 6,238,485 at the end of June 2015. Registered customers are able to enjoy the discounts and special price offer when they go shopping both online and offline, which are pre-negotiated by our company. We also foster an online interactive user community which allows customers to discuss, rate and review products, and services offered by the offline shops , and share shopping experiences with each other in our online community. We believe it will be the word-of-mouth spread and help attract more potential customers to our services more effectively.

~~Cost~~E-Supermarket: ofOur ~~revenue~~online ~~mainly~~supermarket ~~came~~DLD ~~from cost of rental business. We~~E-Supermarket ~~purchased~~features a ~~portion~~great selection of agood ~~building~~quality ~~situated~~products, inconvenient aonline ~~growing~~service and ~~CBD~~certainly inthe ~~Beijing,~~low ~~China in August 2012~~prices. ~~The~~We ~~real~~select ~~property~~quality ~~are~~partners ~~offices~~in ~~with~~each ~~total~~city ~~4763~~to ~~square~~ensure the ~~meters~~service ~~for~~maintained with the ~~purpose~~ ofsame ~~rental business~~standards. ~~The~~We ~~investment~~are inplanning ~~this~~to ~~real property cost~~penetrate ~~approximately~~lower ~~$14,393,812~~tier ~~(RMB~~cities ~~90,804,800). Rental income amounted~~ to ~~$171,604 for~~capture the ~~three~~increasing ~~months~~demand ~~ended~~for ~~March~~customers’ ~~31,~~daily ~~2015~~shopping needs. asDLD ~~compared~~E-Supermarket towas ~~the~~built ~~rental~~in ~~income~~May ~~of $144~~2013,~~460~~ ~~for~~by the ~~same~~end ~~period~~of inJune ~~2014.~~2015, ~~Costs~~there are ofmore ~~rental~~than ~~were $217~~18,~~953~~100 ~~and~~different ~~$228,409 for~~types ~~the~~of ~~three~~products ~~months~~selling ~~ended~~on ~~March~~DLD ~~31,~~E-supermarket website ~~2015~~through ~~and~~B2C ~~2014, respectively~~model. ~~The~~So ~~cost~~far ~~of rental~~it ~~primarily~~only ~~consists~~operates ofin ~~depreciation~~the ~~($171,280),~~city ~~exercise~~of ~~tax~~Zhengzhou ~~($15,421)~~ and ~~property~~we ~~taxes~~are ~~($31,252)~~planning ~~for~~to ~~the~~expand ~~three~~this ~~months~~business ~~ended March 31, 2015 as compared~~ to the ~~depreciation~~rest ~~($172,025),~~part ~~exercise~~of ~~tax~~China. ~~($24,996)~~We ~~and~~will ~~property taxes~~start ~~($31,388)~~from ~~for~~major ~~the~~city ~~three~~like ~~months~~Shanghai ~~ended~~and ~~March~~Beijing ~~31, 2014~~soon.

~~Gross~~DLD ~~profit~~E-mall: ~~(loss)~~Our online shopping marketplace DLD E-mall enables individuals to leverage the power of the Internet to establish their online presence and conduct commerce with consumers no matter where they are. We offer customers a wide selection of physical goods including apparel, makeups and jewelries, consumer electronics, baby products, home furnishings, sport wear, recreational supplies and many more. It is mainly a C2C business. DLD E-mall was established in March 2014, till the end of June 2015, DLD E-mall presents around, 18,540 merchant partners with more than 22,480 types of products.

~~The~~Smart-Life ~~gross~~Channel: ~~profits~~One ~~were~~of ~~dramatically~~the ~~increased~~latest toproduct ~~$388,884 for~~is ~~the~~Smart-Life ~~three~~channel ~~months~~that ~~ended~~we ~~March~~launched ~~31,~~on ~~2015~~DLD asDiscount ~~compared~~Web torecently. ~~gross~~It ~~loss~~is a Groupon type of ~~$73~~business,~~132~~ ~~for~~but without requirement of a minimum number of purchasers. We believe the ~~three~~more ~~months~~convenient ~~ended~~experience ~~March~~they 31have with us, ~~2014~~the higher chances that they will stay with our service. AsOur ~~discussed~~payment ~~above~~system provides high security for customers to make a payment online, ~~the~~so ~~depreciation~~that ofcustomers would ~~rental~~not ~~real~~have ~~property~~any ~~was~~concerns ~~part~~ of ~~cost~~making ofonline ~~revenue~~payment.

~~Selling~~Offline ~~expenses~~Business

~~Selling~~To ~~expenses~~help ~~mainly~~our ~~consist~~offline customers, we start distributing membership cards in 2012 in the city of ~~salaries~~Beijing. Our members can enjoy the discounts and special ~~wages~~price ~~for~~pre-negotiated by our company with our local partners when they ~~sales~~shop ~~and~~offline. ~~marketing~~Since ~~personnel~~we launched offline business, ~~promotion~~our ~~expenses~~offline customers’ base has been enjoying strong growth momentum, and ~~other~~has ~~operating~~grown ~~expenses~~significantly from ~~that~~5,236,200 ~~are~~at ~~associated~~the ~~with~~end ~~sales~~of ~~and~~2014 ~~marketing~~to ~~activities~~12,656,476 at the end of June 2015.

~~Selling~~DLD ~~expenses~~as ~~were~~a ~~$1,331,741~~whole ~~and~~offers ~~$46,538,~~customers ~~for~~ the ~~three months~~most ~~ended~~convenient ~~March~~shopping experience ~~31,~~no ~~2015~~matter ~~and~~they ~~2014~~are online, ~~respectively~~offline, ~~increased~~or byon ~~$1,285,203~~mobile. orOur membership ~~2761~~cards together with our major shopping websites http://www.6%dld.com ~~Low~~and ~~costs~~mobile inapps ~~the~~will ~~beginning~~capture ofand serve ~~2014~~customers’ ~~were~~shopping ~~primarily~~needs ~~due~~in tomost ~~the~~of ~~business~~perspectives. One of our new ~~still~~initiatives inis ~~the~~that ~~start~~we will launch a global-upshopping ~~status~~site ~~subsidiaries~~to ~~either~~expand ~~have~~our ~~not~~merchant partners ~~been~~to ~~created~~foreign orcountries. inWe are aiming at bringing the competitive ~~business~~products ~~preparation~~and prices to our customers. ~~And~~In ~~higher~~the ~~costs~~long interm, we will grow our online and mobile business, at the ~~first~~same ~~quarter~~time, ofmaintain ~~2015~~our ~~were~~offline ~~mainly~~competitive ~~due~~advantage, toexpand ~~increment~~our inproduct ~~promotion.~~offerings and ~~some~~expend to more regions.

~~Selling~~Results ~~expenses~~of ~~were~~Operations ~~$1,331,741 and $46,538,~~ for the ~~three~~Three ~~months~~Months ~~ended~~Ended ~~March~~June 3130, 2015 ~~and~~Compared ~~2014, respectively, increased by $1,285,203 or 2761.6%. Low costs in the beginning of 2014 were primarily due~~ to the ~~business~~Three ~~still~~Months inEnded ~~the~~June ~~start-up~~30, ~~status~~2014 ~~and some subsidiaries either have not been created or in the business preparation. And higher costs in the first quarter of 2015 were mainly due to increment in promotion.~~

6Revenues

~~Selling~~Our ~~expenses~~revenues ~~consisted~~generate ofprimarily ~~the~~from ~~following:~~marketing services, memberships, commissions on transactions and rent income.

	For the Three Months Ended March 31		Increase/decrease
	2015	2014	$	%
Salary, wage and related benefits	1,073,288	30,663	1,042,625	3400.3%
Promotion	54,446	8,663	45,783	528.5%
Web system maintenance	115,969	5,993	109,976	1835.1%
Rent expense	29,729	-	29,729	100.0%
Others	58,309	1,219	59,090	4683.3%
Total	1,331,741	46,538	1,285,203	2761.6%
Selling expenses as % of operating revenue	305.98%	430.23%	-	-124.25%

For the three months ended June 30, 2015, we had net revenues of $944,139, as compared to those of $203,471 for the three months ended June 30, 2014, an increase of approximately $740,660 or 364.0% . The increase in net revenues was primarily due to core business showed the sign of business rally in 2015.

~~Compensation~~Revenue ~~and~~from ~~related~~marketing ~~benefits~~service ~~increased~~amounted byto $1753,~~042,625,~~630 ~~or 3400.3%,~~for in the three months ended ~~March~~June 3130, 2015 as compared to $51,617 for the three months ended ~~March~~June 3130, 2014,. asRevenue ~~aforementioned,~~from ~~some~~marketing ~~subsidiaries~~service ~~were~~significantly ~~not~~increased ~~formed~~as ~~yet,~~a ~~and~~result ~~higher~~of ~~costs~~our efforts in ~~first~~promoting ~~quarter~~our ofproducts ~~2015~~and ~~due~~services. Membership income amounted to $58,062 for the ~~sales~~three ~~force~~months ~~re-enforced~~ended inJune 30, 2015 as compared to $1,513 for the ~~expansion~~same period in 2014 as the number of ~~business.~~participated ~~Sales~~member increment ~~and~~sped ~~service~~up. ~~offices~~Commissions ~~are~~on ~~expended~~transactions ~~from~~gained 38$8,428 ~~sales~~for the three ~~offices~~months byended ~~the~~June ~~end~~30, of2015 ~~2014~~and tonone ~~140~~for ~~sales~~the ~~offices~~three orended ~~locations~~June ~~across~~30, ~~the~~2014. ~~country~~Rent byincome was $124,011 for the three months ended ~~March~~June 3130, 2015, a decrease of $26,350 or -17.5%, as compared to $150,361 for the same period in 2014.

~~Promotion~~Cost ~~expense increased by $45,783 or 528.5% as the promotion was the part~~ of ~~efforts~~Revenue ~~to promote our e-marketplace and products in additional to the advertisement.~~

~~Web~~Cost ~~systems~~of ~~maintenance~~revenue mainly ~~consisted~~came from cost of ~~server~~rental ~~system~~business. We ~~maintenance~~purchased a portion of a building situated in a growing CBD in Beijing, ~~web~~China ~~traffic~~in August ~~and~~2012. ~~web~~The ~~utility~~real ~~fees~~property are offices with total 4763 square meters for the purpose of rental business. ~~Maintenance~~The ~~expenses~~investment ~~increased~~in bythis real property cost approximately $~~109~~14,~~976~~393,812 or(RMB ~~1835~~90,804,800).1% Rental income amounted to $124,011 for the three months ended June 30, 2015 as acompared ~~result~~to the rental income of $150,361 for the ~~maintaining~~same period in ~~volume~~2014. ~~traffic~~Costs of rental were $204,215 and $203,585 ~~transactions~~for the three months ended June 30, 2015 and 2014, respectively. The cost of rental primarily consists of depreciation ($172,343), exercise tax ($426) and property taxes ($31,446) for the three months ended June 30, 2015 as compared to the depreciation ($170,675), exercise tax ($1,768) and property taxes ($31,142) for the three months ended June 30, 2014.

~~Other~~Gross ~~expense includes vehicle maintenance and miscellaneous expenses.~~ profit

~~Advertising~~The ~~expense~~gross profits were dramatically increased to $739,916 for the three months ended June 30, 2015 as compared to gross loss of $114 for the three months ended June 30, 2014. As discussed above, the depreciation of rental real property was part of cost of revenue.

~~Advertising~~Selling ~~expense~~expenses ~~mainly consists of advertising on various channels such as billboard and mobile billboard, television, celebrity branding, and other traditional off-line media, and advertising design and production.~~

~~Advertising~~Selling ~~costs were $5~~expenses,~~995,867~~ ~~and~~mainly ~~$49,364~~consist ~~for the three months ended March 31, 2015 and 2014, respectively. As a part~~ of ~~business campaign~~salaries ~~strategy, we re-launch advertising campaign in 2015 to introduce~~ and ~~promote~~ ~~the~~wages ~~public~~for ~~awareness of~~ our ~~service, particularly through advertising on~~ ~~the~~sales ~~China~~and ~~Central~~marketing ~~Television station (”CCTV”)~~personnel, ~~China’s~~promotion ~~biggest~~expenses ~~television network.~~and Another ~~advertising~~operating ~~in the amount of $5,044,833 expensed when the program~~expenses ~~aired~~that onare ~~CCTV~~associated onwith ~~February~~sales ~~18,~~and ~~2015~~marketing ~~during the Chinese Spring Festival New Year’s Eve Concert, a highest audience share in a year~~activities.

~~Special~~Selling ~~Sales~~expenses ~~Promotion~~were $8,048,106 and $544,912, for the three months ended June 30, 2015 and 2014, respectively, increased by $7,503,194 or 1377.0% . Low costs in the second quarter of 2014 were primarily due to the business still in the start-up status and some subsidiaries either have not been created or in the business preparation. And higher costs in the second quarter of 2015 were mainly due to increment of salaries and wages of salespersons in promotion.

InSelling ~~February~~expenses ~~2015,~~consisted in order to keep existing online and offline business members and individual members and attract new members and consumers, and enhance the exchange local terminal operators’ cash flows, the management decided to launch an aggressive promotion by disseminating 3 million member cards with RMB 10 bonus (approximately US dollar $1.6) each card for those who were participating the program or register online to become members. Total spending was 31 million RMB (approximately $5,045,879) during the Chinese Spring Festival New Year. The promotion was successful. As a result the membership increased by approximately 3.5 million from 5,236,200 at the end of ~~2014 to 8,761,128 at~~ the ~~end~~following: ~~of March 2015.~~

Research and Development Expenses

	For the Three Months Ended June 30		Increase/decrease
	2015	2014	$	%
Salary, wage and related benefits	7,780,690	498,448	7,282,242	1461.0%
Promotion	59,554	40,117	19,437	48.5%
Web system maintenance	92,196	6,109	86,087	1409.2%
Rent expense	47,460	-	47,460	100.0%
Others	68,206	238	67,968	28558.0%
Total	8,048,106	544,912	7,503,194	1377.0%
Selling expenses as % of operating revenue	981.33%	1026.01%	-	-44.67%

~~Research~~Compensation and ~~development~~related ~~expenses~~benefits ~~mainly~~increased ~~consist~~by ~~of salaries~~$7, ~~benefits~~282,242, ~~for product development and engineering personnel and other operating~~or ~~expenses such as rental and depreciation of equipment that are associated with product development and engineering activities~~1461. ~~Total research and development expenditures were $605~~0%,~~780~~ ~~and $226, 252~~ for the three months ended ~~March~~June 3130, 2015 ~~and~~compared ~~2014,~~to ~~respectively,~~the athree ~~167.7% increased. System maintenance and~~months ~~development~~ended ~~cost~~June ~~$41~~30,~~937~~ ~~and $10~~2014,~~216,~~ ~~and~~as ~~other~~aforementioned, ~~material~~some ~~and~~subsidiaries ~~testing~~were ~~cost~~not ~~for $14,875~~formed yet, and ~~$1,851,~~higher ~~for~~costs ~~the~~in ~~three~~second ~~months~~quarter ~~ended~~of ~~March 31,~~ 2015 ~~and 2014, respectively,~~ due to ~~increased~~the ~~utility~~sales offorce ~~system~~re-enforced ~~for~~in the ~~research~~expansion ~~and~~of ~~development~~business. ~~Salaries~~ Sales and ~~wages~~service inoffices ~~research~~are ~~and~~expended ~~development~~from ~~amounted~~29 tosales offices ~~$504,790~~by ~~for~~ the ~~three~~ ~~months~~end ~~ended~~of ~~March~~June ~~2015 compared to $197,122 in~~ 2014 ~~mainly due~~ to ~~more high~~156 ~~salaried~~sales ~~engineers~~offices ~~and~~or ~~professionals~~locations ~~hired,~~across ~~and rent expenses were $44,175~~the ~~and~~country ~~$17,063~~by ~~for~~ the three months ended ~~March~~June 3130, 2015 ~~and 2014, respectively, due to working space increased~~.

7Promotion expense increased by $19,437 or 48.5% as the promotion was the part of efforts to promote our e-marketplace and products in additional to the advertisement.

~~General~~Web systems maintenance mainly consisted of server system maintenance, web traffic and ~~administrative~~web utility fees. Maintenance expenses increased by $86,087 or 1409.2%, as a result of the maintaining in volume traffic and transactions.

~~General~~Other ~~and~~expense ~~administrative~~includes ~~expenses~~vehicle ~~amounted~~maintenance to $801,354 for the three months ended March 31, 2015, as compared to $114,971 for the same period in 2014, an increase of $686,383 or 597.0%. As previously stated the business was in a start-up status for the three months ended March 31, 2014, therefore, general and ~~administrative~~ miscellaneous expenses ~~were lower~~. ~~General and administrative expenses consisted of the following:~~

	For the Three Months Ended
	March 31,		Increase/decrease
	2015	2014	$	%
Salary Wage and related benefits	354,392	-	354,392	100.0%
Depreciation	99,098	10,640	88,458	831.4%
Office expenses	33,246	230	33,016	14354.8%
Professional fees	177,890	7,039	170,851	2427.2%
Rent	89,105	77,642	11,463	14.8%
Travel & meeting	43,766	18,609	25,157	135.2%
Other expenses	3,857	811	3,046	375.6%
Total	801,354	114,971	686,383	597.0%
G&A expense as % of operating revenue	184.12%	1062.87%	-	-878.75%

Advertising expense

~~Salary~~Advertising ~~and~~expense ~~wages~~mainly ~~expenses~~consists ~~incurred~~of ~~$354,392~~advertising inon ~~general and~~various ~~administration~~channels ~~for~~such ~~the~~as ~~three~~billboard ~~months~~and ~~ended~~mobile ~~March~~billboard, 31television, ~~2015~~celebrity ~~as compared to $0 for~~branding, ~~the~~and ~~three~~other ~~months~~traditional ~~ended March 31, 2014 as start~~off-upline ~~year~~media, ~~mainly because business rapid expansion~~ and ~~management~~advertising ~~and~~design ~~administration personals~~ and ~~staff were hired~~production.

~~Depreciation~~Advertising ~~expense~~costs ~~increased~~were by $88184,~~458,~~039 orfor ~~831.4%, in~~ the three months ended ~~March 31~~June 30, 2015, asin ~~compared~~a tonormal ~~the~~course ~~same~~of ~~period~~business; inand ~~2014.~~our ~~The increase~~business was ~~primarily~~in ~~due~~a tostart-up status ~~the~~in ~~additional~~first ~~equipment~~and ~~purchased in~~ second ~~half year~~quarters of 2014.

~~Office~~Special ~~and~~Sales ~~office~~Promotion related expenses increased by $33,246, in the three months ended March 31, 2015, as compared to a few dollars spent the same period in 2014. As the business expanded office expense increased accordingly.

~~Professional~~During ~~service~~the ~~fees~~three ~~increased~~month byperiod ~~170~~ended June 30,~~851~~ 2015, in ~~the~~order ~~three~~to ~~months~~increase ~~ended~~market ~~March~~shares, 31raise our company’s brand awareness, ~~2015~~and develop membership, asespecially ~~compared~~business toterminal operators, a more aggressive marketing promotion was launched by offering new VIP membership cards with discount 10%, 15% and 20% of card value. The discount rate depends on the ~~same~~value ~~period~~of incard purchased ~~2014~~by new individual and business members, terminal operators and consumers. The promotion carried out in more than 140 cities and places across ~~increase~~the iscountry. ~~due~~The topromotion ~~most~~was ofsuccessful. ~~consulting~~As a result, ~~accounting~~membership increased by 3.3 million and ~~legal~~the ~~fees~~value ~~incurred~~of cards purchased amounted to approximately RMB 1.6 billion (approximately $260 million), and received approximately 1 million ~~paid~~consumer inpurchase ~~current~~orders ~~periods~~online during the promotion. Total costs of the promotion were $31,084,985.

~~Rent~~Research expenses incurred for offices of the subsidiaries located in China. Rent expense increased by 11,463, or 14.8%, for the three months ended March 31, 2015, as compared to the same period in 2014. The increase is primarily due to office space increased in order to fulfill the tasks and ~~support~~ ~~the~~Development ~~marketing~~Expenses ~~forces.~~

~~Travel~~Research and ~~meeting~~development ~~increased~~expenses tomainly consist of salaries, benefits for product development and engineering personnel and other operating expenses such as rental and depreciation of equipment that are associated with product development and engineering activities. Total research and development expenditures were $43534,~~766~~390 inand $397,256 for the three months ended June 30, 2015 and 2014, respectively, a 34.5% increased. System maintenance and development cost $48,077 and $10,136, and other material and testing cost for $16,163 and $10,626, for the three months ended ~~March~~June 3130, 2015 and 2014, asrespectively, ~~compared~~due to increased utility of system for research and development. Salaries and wages in research and development amounted to $18395,~~609~~307 infor the ~~same~~three ~~period~~months ofended June 2015 compared to $359,566 in 2014 asmainly due to more high salaried engineers and professionals hired, and rent expenses were $74,843 and $16,928 for the three ~~business~~months ~~activities~~ended June 30, 2015 and 2014, respectively, due to working space increased.

~~Other~~General ~~general~~ and administrative expenses ~~mainly include local transportation, repairs, annual filling fees and certain low-value miscellaneous items. Their amounts varied period over period due to different circumstances.~~

~~Loss~~General ~~from~~and ~~operations~~administrative expenses amounted to $1,382,362 for the three months ended June 30, 2015, as compared to $263,868 for the same period in 2014, an increase of $1,118,494 or 423.9%. As previously stated the business was in a start-up status for the three months ended June 30, 2014, therefore, general and administrative expenses were lower. General and administrative expenses consisted of the following:

For the three months ended March 31, 2015, loss from operations was $13,931,737, as compared to the loss $510,257 for the three months ended March 31, 2014, a loss increase by $12,881,480 or 2524.5%, mainly due to the aggressive business expansion in increasing in the advertising, marketing promotions and labor force, R&D expenditure and general and administrative costs.

	For the Three Months Ended
	June 30		Increase/decrease
	2015	2014	$	%
Salary Wage and related benefits	117,848	-	117,848	100.0%
Depreciation	112,560	13,636	98,924	725.5%
Office expenses	99,135	1,857	97,278	5238.4%
Professional fees	105,248	77,863	27,385	35.2%
Rent	56,599	127,070	-70,471	-55.5%
Travel & meeting	48,432	10,614	37,818	356.3%
Other expenses	842,540	32,828	809,712	2466.5%
Total	1,382,362	263,868	1,118,494	423.9%
G&A expense as % of operating revenue	168.56%	496.83%	-	-328.27%

~~Other~~Salary ~~income~~and (wages expenses) incurred $117,848 in general and administration for the three months ended June 30, 2015 as compared to $0 for the three months ended June 30, 2014 as start-up year, mainly because business rapid expansion and management and administration personals and staff were hired.

~~For~~Depreciation ~~the~~expense increased by $98,924, or 725.5%, in the three months ended ~~March~~June 3130, 2015, ~~and~~as compared to the same period in 2014,. ~~other~~The ~~income~~increase ~~(expense)~~was ~~mainly~~primarily ~~came~~due ~~from~~to ~~interest~~the ~~income~~additional ~~and~~equipment ~~other~~purchased ~~expenses.~~in second half year of 2014.

~~Income~~Office ~~tax~~and office related expenses increased by $97,278, in the three months ended June 30, 2015, as compared to a few dollars spent the same period in 2014. As the business expanded office expense increased accordingly.

~~For~~Professional service fees increased by $27,385 in the three months ended ~~March~~June 3130, 2015, ~~and~~as ~~March~~compared ~~31,~~to ~~2014, income~~the ~~tax~~same ~~amounted~~period toin $02014. The increase was due to ~~the~~most ~~operating~~of ~~losses~~consulting, accounting and legal fees incurred and paid in current period.

~~Net~~Rent ~~loss~~expenses incurred for offices of the subsidiaries located in China. Rent expense decreased by 70,471, or -55.5%, for the three months ended June 30, 2015, as compared to the same period in 2014. The decrease was primarily because office space adjustments in order to fulfill the tasks and support the marketing forces.

8Travel and meeting increased to $48,432 in the three months ended June 30, 2014 as compared to $10,614 in the same period of 2014. As the business activities increased.

AsOther ageneral ~~result~~and ofadministrative ~~the~~expenses ~~factors~~included ~~described~~allowance for ~~above,~~uncollectible ~~our~~membership ~~net~~card ~~losses~~deposits ~~for~~ in the amount of $820,664 for the three months ended ~~March~~June 3130, 2015. ~~was~~The ~~loss~~remaining ofother ~~$13~~general and administrative expenses mainly included local transportation,~~392~~ repairs,~~720.~~ ~~For~~annual ~~the~~filling ~~three months~~fees ~~ended~~and ~~March~~certain ~~31,~~low-value miscellaneous ~~2014,~~items. weTheir ~~had~~amounts ~~net~~varied ~~loss~~period ofover ~~$510,220~~period due to different circumstances.

~~Foreign~~Loss ~~currency~~from ~~translation gain~~ operations

~~The~~For ~~functional currency of our subsidiaries operating in~~ the ~~PRC~~ isthree ~~the~~months ~~Chinese~~ended ~~Yuan~~June or30, ~~Renminbi~~2015, ~~(“RMB”).~~loss ~~The~~from operations ~~financial~~was ~~statements~~$40,493,965, ofas ~~our subsidiaries~~compared ~~are translated~~ to ~~U.S. dollars using year end rates of exchange for assets and liabilities, and average rates of exchange (for~~ the ~~year)~~loss ~~for revenues~~$1, ~~costs~~197,490 ~~and~~for ~~expenses. Net gains and losses resulting from foreign exchange transactions are included in~~ the ~~consolidated~~three months ~~statements~~ended ofJune ~~operations. As a result of these translations~~30, ~~which are a non-cash adjustment~~2014, ~~we reported~~ a ~~foreign~~loss ~~currency~~increase ~~translation~~by ~~gain of~~ $139,~~127~~296,475 ~~for~~or ~~the three months ended March 31~~3281.57%, ~~2015~~mainly due ~~as compared~~ to the ~~gain~~aggressive ofbusiness ~~$7,228~~expansion ~~for~~in ~~the~~increasing ~~same period~~ in ~~2014.~~the ~~This non-cash~~advertising, marketing ~~loss~~promotions ~~had~~and ~~the~~labor ~~effect~~force, ofR&D ~~decreasing~~expenditure ~~our~~and ~~reported~~general ~~comprehensive~~and administrative ~~income.~~ costs

~~Comprehensive~~Other ~~loss~~income (expenses)

For the three months ended ~~March~~June 3130, 2015 and 2014, ~~comprehensive losses~~other ofincome (expense) ~~$13,391,593~~mainly ~~and~~came ~~$502,992 were derived~~ from ~~the~~interest ~~sum~~income ~~of our net losses of $13,392,720~~ and ~~$510,220~~other ~~plus foreign currency translation gains of $1,127 and $7,228, respectively~~expenses.

~~Liquidity~~Income ~~and~~tax ~~Capital Resources~~ expense

WeFor ~~have~~the ~~funded~~three ~~our~~months ~~operation~~ended ~~primarily~~June ~~through paid-in capital~~30, ~~sales~~ of2015 ~~services,~~ and ~~advance~~June ~~from stockholders. Currently cash flows generated through advance from shareholders and officers and operations~~30, ~~major~~2014, ~~shareholders~~income ~~will~~tax ~~continue~~amounted to ~~either~~$0 ~~infuse~~due ~~the capital or advance the cash in order~~ to ~~sustain current level operations and expansion for~~ the ~~next~~operating ~~twelve months~~losses.

AsNet ofloss March 31, 2015, our balance of cash and cash equivalents was $243,626. As of March 31, 2014, our balance of cash and cash equivalents was $328,857, a decrease of $85,231 or 25.9%, mainly due to net cash used by operating activities.

~~The~~As ~~following~~a ~~summarizes~~result of the ~~key~~factors ~~components~~described ofabove, ~~the~~our ~~cash~~net ~~flows~~ losses for the three months ended ~~March~~June 3130, 2015 ~~and~~was loss of $40,497,155. For the three months ended June 30, 2014:, we had net loss of $1,198,079.

	For the Three Months Ended
	March 31				Increase/decrease
	2015		2014		$		%
Net cash used in operating activities	(1,725,130	)	(358,726	)	(1,366,404	)	380.9%
Net cash used in investing activities	(112,448	)	-		(112,448	)	100.0%
Net cash provided by financing activities	556,453		670,761		(114,308	)	-17.0%
Effect of foreign currency translation	284		(114	)	398		-349.1%
Net increase(decrease) in cash and cash equivalents	(1,280,841	)	311,921		(1,592,762	)	-510.6%

Foreign currency translation gain

InThe ~~summary,~~functional currency of our subsidiaries operating in the PRC is the Chinese Yuan or Renminbi (“RMB”). The financial statements of our subsidiaries are translated to U.S. dollars using year end rates of exchange for assets and liabilities, and average rates of exchange (for the year) for revenues, costs, and expenses. Net gains and losses resulting from foreign exchange transactions are included in the consolidated statements of operations. As a result of these translations, which are a non-cash ~~flows~~adjustment, we ~~were:~~reported a foreign currency translation loss of $71,091 for the three months ended June 30, 2015 as compared to the loss of $278 for the same period in 2014. This non-cash loss had the effect of decreasing our reported comprehensive income.

~~Net~~Comprehensive cash used by operating activities increased in the three months ended March 31, 2015 by $1,366,404 to $1,725,130, from net cash used in operating activities of $358,726 for the three months ended March 31, 2014. These changes were mainly caused by the following changes: an increase in net loss of $12,882,500, an increase in depreciation of $89,373, a decrease in accounts receivable of $182,860, an increase in various prepayments of $6,049,434, an increase in accrued promotion expense of $3,817,607, an increase in accrued benefit expense for $73,926, an increase in account payable of $159,954, an increase of customer deposit by $50,330, an increase in cash provided in accrued expenses and other current liabilities of $183,031, and an increase in deferred revenue of $1,191,496.

~~Net~~For ~~cash used in investing activity increased by $112,448, from $0, in~~ the three months ended ~~March~~June 3130, 2015 ~~compared~~and to2014, comprehensive ~~the~~losses ~~same~~of ~~period ended in 2014~~$40,568,246 ~~which~~or is($18.86) ~~mainly~~per ~~due~~share toand ~~increases~~$1,198,357 inor ($0.60) ~~purchases~~per ofshare ~~hardware~~were ~~for~~derived ~~research and~~from ~~development,~~the ~~various~~sum ~~office~~of ~~furniture~~our ~~and~~net ~~equipment~~losses asplus ~~office~~foreign currency ~~space~~translation ~~and labor~~losses, ~~increased~~respectively.

~~Net~~Results ~~cash~~of ~~provided~~Operations byfor ~~financing activities decreased by $114,308 to $556,453 in~~ the ~~three~~Six ~~months~~Months ~~ended~~Ended ~~March~~June 3130, 2015 Compared ~~compared~~ to ~~$670,761 provided by financing activities at~~ the ~~same~~Six ~~period~~Months ~~ended~~Ended inJune ~~2014. These changes were mainly caused by following changes: a decrease in advance from shareholders in the amount of $763~~30,~~525,~~ an2014 ~~increase in advances from affiliates for $960,456 and a decrease in capital contribution for $311,239.~~

9Revenues

~~Working~~Our ~~capital~~revenues ~~decreased~~generate byprimarily ~~$13,139,400 to deficit of $14,508,541 as of March 31, 2015~~ from ~~working~~marketing ~~capital deficit of $1~~services,~~369,141 as of December 31, 2014. Major items caused working capital deficit widen were advertising costs and~~ ~~special sales promotions in total approximately $8~~memberships,~~877,335.~~ Incommissions ~~order~~on totransactions ~~stay cost competitive in the long-run, we plan to introduce venture capital as many venture capitalists find our profitable business model~~ and ~~remarkable~~rent ~~progress~~income.

OnFor ~~November~~the ~~26,~~six ~~2014,~~months weended ~~received~~June ~~capital~~30, ~~contribution~~2015, inwe ~~the~~had ~~amount~~net ofrevenues ~~RMB 107.5 million (approximately~~ of $171,~~814~~550,~~917)~~968, ~~and~~as ~~paid~~compared ~~off~~to ~~majority~~those ~~short~~of ~~term~~$358,748 ~~advances~~for ~~and~~the ~~payables.~~six Wemonths ~~will~~ended ~~continue~~June ~~to invest in our business~~30, 2014, ~~with~~an ~~expected~~increase ~~positive operating~~of ~~cash~~approximately ~~flow~~$1,192,220 ~~fueled~~or by332.3% ~~our profit~~. WeThe ~~will~~increase ~~also~~in ~~plan~~net revenues towas ~~restructure~~primarily ~~the~~due ~~debts and advances from major shareholders~~ to ~~keep~~core ~~sufficient~~business ~~operating~~showed ~~cash~~the tosign ~~sustain~~of ~~current~~business ~~level~~rally ~~operations for at least the next twelve months~~in 2015.

Revenue from marketing service amounted to $1,158,621 for the ~~Off-Balance~~six ~~Sheet~~months ~~Arrangements~~ended June 30, 2015 as compared to $55,758 for the six months ended June 30, 2014. Revenue from marketing service significantly increased as a result of our efforts in promoting our products and services. Membership income amounted to $80,781 for the six months ended June 30, 2015 as compared to $3,039 for the same period in 2014 as the number of participated member increment sped up. Commissions on transactions gained $15,951 for the six months ended June 30, 2015 and $5,130 for the six ended June 30, 2014. Rent income was $295,615 for the six months ended June 30, 2015, as compared to $294,821 for the same period in 2014.

WeCost have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, which would have been established for the purpose of ~~facilitating~~Revenue off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or entered into any non-financial assets.

Cost of revenue mainly came from cost of rental business. We ~~Going~~purchased ~~concern~~a portion of a building situated in a growing CBD in Beijing, China in August 2012. The real property are offices with total 4763 square meters for the purpose of rental business. The investment in this real property cost approximately $14,393,812 (RMB 90,804,800). Rental income amounted to $295,615 for the six months ended June 30, 2015 as compared to the rental income of $294,821 for the same period in 2014. Costs of rental were $422,168 and $431,994 for the six months ended June 30, 2015 and 2014, respectively. The cost of rental primarily consists of depreciation ($343,623), exercise tax ($15,847) and property taxes ($62,698) for the six months ended June 30, 2015 as compared to the depreciation ($342,700), exercise tax ($26,764) and property taxes ($62,530) for the six months ended June 30, 2014.

~~The~~Gross ~~Report of Our Independent Registered Public Accounting Firm Contains Explanatory Language That Substantial Doubt Exists About Our Ability To Continue As A Going Concern.~~ profit

AsThe ~~reflected~~gross inprofits ~~the~~were ~~accompanying~~dramatically ~~unaudited~~increased ~~consolidated~~to ~~financial statements, we had an accumulated deficit of~~ $251,~~113~~128,~~942,~~800 afor the ~~working~~six ~~capital~~months ~~deficiency~~ended ofJune ~~$14~~30,~~508,541~~ 2015 as ofcompared ~~March~~to ~~31,~~gross ~~2015, a net~~ loss of $1373,~~392,720~~246 ~~and net cash used in operating activities of $1,725,130~~ for the six ~~three~~ months ended ~~March~~June 3130, ~~2015~~2014. ~~These~~As ~~factors~~discussed ~~raise~~above, substantial doubt about our ability to continue as a going concern. Management intends to further implement its business plan and generate sufficient revenue and to raise additional funds by way of a private or public offering. While we believes in the ~~viability~~depreciation of ~~our strategy to further implement our business plan and generate sufficient revenue and in its ability to raise additional funds, there can~~rental bereal noproperty ~~assurances~~was topart ~~that effect. The ability~~ of ~~our~~cost ~~company to continue as a going concern is dependent upon our ability to further implement our business plan and generate sufficient revenue and our ability to raise additional funds by way~~ of ~~a public or private offering~~revenue. ~~Our consolidated financial statements do not include any adjustments that might be necessary if our company is unable to continue as a going concern.~~

~~Critical~~Selling ~~Accounting~~expenses ~~Policies and Estimates~~

~~Our~~Selling consolidated unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, ~~and~~mainly ~~related~~consist ~~disclosure~~ of ~~contingent~~salaries ~~assets~~ and ~~liabilities.~~wages Wefor ~~continually evaluate~~ our ~~estimates, including those related to bad debts, inventories, recovery of long-lived~~ ~~assets,~~sales ~~income taxes,~~ and ~~the~~marketing ~~valuation~~personnel, ofpromotion ~~equity~~expenses ~~transactions. We base our estimates on historical experience~~ and ~~on various~~ other ~~assumptions~~operating ~~that we believed to be reasonable under the circumstances, the results of which form the basis for making~~expenses ~~judgments about the carrying values of assets and liabilities~~ that are ~~not~~associated ~~readily~~with ~~apparent~~sales ~~from other sources. Any future changes to these estimates~~ and ~~assumptions~~marketing ~~could cause a material change to our reported amounts of revenues, expenses, assets and liabilities~~activities. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of the financial statements.

~~While~~Selling ~~our~~expenses ~~significant~~were ~~accounting~~$9,379,847 ~~policies~~and ~~are~~$591,450, ~~fully~~for ~~described~~the insix months ~~Note~~ended 2June to30, ~~our~~2015 ~~unaudited~~and ~~consolidated~~2014, ~~financial~~respectively, ~~statements~~increased ~~for~~by $8,788,397 or 1485.9% . Low costs in the ~~three~~first six months ~~ended~~of ~~March~~2014 ~~31,~~were ~~2015~~primarily ~~and~~due ~~2014,~~to wethe business ~~believe~~still ~~that~~in the ~~following~~start-up ~~accounting~~status ~~policies~~and ~~are~~some subsidiaries either have not been created or in the ~~most~~business ~~critical~~preparation. toAnd ~~aid~~higher ~~you~~ costs in ~~fully~~the ~~understanding~~first ~~and~~six ~~evaluating~~months of ~~this~~2015 ~~management’s~~were ~~discussion~~mainly due to increment of salaries and ~~analysis~~wages of salespersons in promotion.

~~Accounts~~Selling ~~receivable~~expenses consisted of the following:

Accounts receivable are recorded net of allowance for doubtful accounts. We provide an allowance for doubtful accounts equal to the estimated uncollectible amounts. Periodically, our management assesses customer credit history and relationships as well as performs accounts receivable aging analysis. Based on the results, our management determines whether certain balances are deemed uncollectible at the end of each period. Currently, we have no, or have a few accounts receivables due to our nature of business.

	For the Six Months Ended June 30		Increase/decrease
	2015	2014	$	%
Salary, wage and related benefits	8,853,978	529,111	8,324,867	1573.4%
Promotion	114,000	48,780	65,220	133.7%
Web system maintenance	208,165	12,102	196,063	1620.1%
Rent expense	77,189	-	77,189	100.0%
Others	126,515	1,457	125,058	8583.3%
Total	9,379,847	591,450	8,788,397	1485.9%
Selling expenses as % of operating revenue	747.19%	925.20%	-	-178.01%

Compensation and related benefits increased by $8,324,867, or ~~Property~~1573.4%, in the six months ended June 30, 2015 compared to the six months ended June 30, 2014, as aforementioned, some subsidiaries were not formed yet, and higher ~~equipment~~costs in six months of 2015 due to the sales force re-enforced in the expansion of business. Sales and service offices are expended from 29 sales offices by the end of June 2014 to 156 sales offices or locations across the country by the six months ended June 30, 2015.

~~Property~~Promotion ~~and~~expense ~~equipment~~increased ~~are~~by ~~stated~~$65,220 ator ~~cost less accumulated depreciation~~133.7% ~~Depreciation~~as isthe ~~computed~~promotion ~~using~~was ~~straight-line method over~~ the ~~estimated~~part ~~useful lives~~ of ~~the~~efforts ~~assets.~~to ~~The~~promote ~~estimated~~our ~~useful~~e-marketplace ~~lives~~and ofproducts ~~the~~in ~~assets~~additional ~~are~~to asthe ~~follows:~~advertisement.

10 Web systems maintenance mainly consisted of server system maintenance, web traffic and web utility fees. Maintenance expenses increased by $196,063 or 1620.1%, as a result of the maintaining in volume traffic and transactions.

	Estimated Useful Life
Electronic equipment	3 years
Office furniture	5 years
Buildings	20 years

Other expense includes vehicle maintenance and miscellaneous expenses.

~~Revenue~~ Advertising ~~recognition~~expense

We Advertising ~~derive~~expense ~~our~~mainly ~~core~~consists ~~revenues~~of ~~primarily~~advertising ~~from~~on ~~marketing~~various ~~services, memberships,~~channels ~~commissions~~such ~~and~~as ~~membership.~~billboard ~~Revenue~~and ismobile ~~recognized~~billboard, ~~when~~television, ~~persuasive evidence~~celebrity ~~of an arrangement exists~~branding, ~~the~~and ~~price~~other istraditional ~~fixed~~off-line ~~or determinable~~media, ~~service is performed~~ and ~~collectability~~advertising ofdesign ~~the~~and ~~related fee is reasonably assured~~production.

~~Marketing~~ Advertising ~~services~~costs ~~mainly~~amounted ~~consists~~to ~~of online and offline membership card sales~~$6,179,906 ~~advertising~~for ~~income~~the ~~from~~six ~~direct~~months ~~mail~~ended ~~(DM)~~June 30,~~electronic direct~~ ~~email(EDM)~~2015 ~~and~~with ~~Advertising~~a ~~revenue~~special isTV ~~recognized~~program ~~ratably~~advertising ~~over the period~~ in ~~which~~ the ~~advertisement~~first byquarter ~~displaying~~ of an2015; ~~online~~and ~~storefront~~our onbusiness ~~our marketplace~~was ~~through~~in ~~our~~a estart-~~commerce~~up ~~platform.~~status ~~Discounted~~in ~~membership~~first ~~cards~~and ~~sales revenue~~second isquarters ~~recognized~~of ~~when~~2014. ~~the card is delivered to the customer~~

~~Membership~~ As is a ~~terminal~~part ~~operating~~of ~~merchant~~business ofcampaign ~~our~~strategy, ewe re-~~commerce platform.~~launch ~~Members~~advertising ~~can~~campaign ~~buy~~in ~~our~~2015 ~~membership~~to ~~card~~introduce atand ~~discount~~promote ~~rate~~the ~~and~~public ~~resale~~awareness of ~~the membership~~our ~~cards~~service, toparticularly ~~general~~through ~~consumers.~~advertising ~~Membership~~on ~~fee~~the ~~income~~China isCentral ~~recognized~~Television station (”CCTV”) , ~~ratably~~China’s ~~over~~biggest television network. An advertising in the ~~term~~amount of ~~the~~$5,044,833 ~~membership~~expensed when ~~membership~~the ~~service~~program isaired ~~provided.~~on CCTV on February 18, 2015 during the Chinese Spring Festival New Year’s Eve Concert, a highest audience share in a year.

~~Commissions on transactions are the income shared the profits~~ ~~with~~Special ~~our~~Sales ~~contracted~~Promotion or associated online and offline stores when cardholder shopping with that store by using membership cards. Commission income is earned when a transaction is completed and settled through the DLD supported payment system on online and offline retail marketplace. Commission on the transaction is recognized when the underlying transaction is completed.

~~Impairment~~ In February 2015, in order to keep existing online and offline business members and individual members and attract new members and consumers, and enhance the exchange local terminal operators’ cash flows, the management decided to launch an aggressive promotion by disseminating 3 million member cards with RMB 10 bonus (approximately US dollar $1.6) each card for those who were participating the program or register online to become members. Total spending was 31 million RMB (approximately $5,045,879) during the Chinese Spring Festival New Year. The promotion was successful. As a result the membership increased by approximately 3.5 million from 5,236,200 at the end of ~~Long-Lived~~2014 ~~Assets~~to 8,761,128 at the end of March 2015.

~~Long-lived~~ During ~~assets~~the three month period ended June 30, ~~including~~2015, ~~property~~in order to increase market shares, ~~plant~~raise our company’s brand awareness, and ~~equipment~~develop membership, ~~are reviewed~~especially ~~for~~business ~~impairment~~terminal ~~whenever~~operators, ~~events~~a ormore ~~changes~~aggressive inmarketing ~~circumstances~~promotion ~~indicate~~was launched by ~~that~~offering ~~the~~new ~~carrying~~VIP ~~amount~~membership ofcards anwith ~~asset~~discount ~~may~~10%, ~~not~~15% beand ~~recoverable~~20% of card value. ~~Recoverability~~The discount rate depends on the value of ~~assets~~ tocard bepurchased ~~held~~by new individual and ~~used~~business ismembers, ~~measured~~terminal byoperators aand ~~comparison~~consumers. ofThe ~~the~~promotion ~~carrying~~carried ~~amount~~out ofin more than an140 ~~asset~~cities toand places across the ~~estimated~~country. ~~undiscounted~~The ~~future~~promotion ~~cash~~was ~~flows~~successful. ~~expected~~As toa ~~be generated~~result, bymembership ~~the~~increased ~~asset~~by 3.3 Ifmillion and the ~~carrying~~value ~~amount~~ of ancards ~~asset~~purchased ~~exceeds~~amounted ~~its~~to ~~estimated future~~approximately ~~cash~~RMB ~~flows,~~1.6 anbillion ~~impairment~~(approximately ~~charge~~$260 ismillion), ~~recognized~~and byreceived approximately ~~the~~1 ~~amount~~million byconsumer ~~which~~purchase orders online during the ~~carrying~~ ~~amount~~promotion. Total costs of the ~~asset~~promotion ~~exceeds~~were $36,130,864 for the ~~fair~~six ~~value~~months ofended ~~the~~June ~~asset~~30, 2015.

~~Foreign~~ Research ~~Currency Translation~~ and ~~Transactions~~Development Expenses

~~Our~~ Research ~~accompanying~~and ~~audited~~development ~~consolidated~~expenses ~~financial~~mainly ~~statements~~consist ~~are presented~~of insalaries, ~~U.S.~~benefits ~~dollars~~for ~~(“USD”).~~product ~~DLD~~development ~~Group,~~and ~~Inc.~~engineering personnel and ~~DLD~~other ~~Great~~operating ~~Industries~~expenses ~~Ltd. are~~such ~~kept~~as inrental USand ~~dollars,~~depreciation ~~and~~of ~~DLD~~equipment ~~International~~that ~~Group~~are ~~Limited’s~~associated ~~functional currency~~with inproduct ~~portion~~development isand engineering ~~Hong~~activities. ~~Kong~~Total ~~Dollar~~research ~~(“HKD”)~~and ~~but~~development ~~keep~~expenditures ~~the~~were ~~accounting~~$1,140,169 ~~book~~and ~~in US~~$623,508 ~~dollars;~~for ~~Beijing~~the ~~DLD~~six ~~Enterprise~~months ~~Management~~ended ~~Consulting~~June ~~Co.~~30, ~~Ltd.(DLD~~2015 ~~WOFE)~~and 2014, ~~DLD Technology~~respectively, Coa 82.,9% ~~Ltd~~increased. System maintenance and ~~its~~development 7cost ~~branch~~$90,010 ~~companies~~and $20,352, and ~~its~~other ~~subsidiary~~material ~~company Henan~~and ~~Dianliandian~~testing ~~Information~~cost ~~Technology~~for ~~Co.~~$31,038 ~~Ltd.~~ and ~~Shenzhen Tonychengyi Sanxing Weiye Internet Technology Co.~~$12,477, ~~Ltd.’s~~for ~~functional~~the ~~currency~~six ismonths ~~Chinese Yuan~~ended ~~Renminbi~~June ~~(“RMB”).~~30, ~~Our~~2015 ~~audited~~and ~~consolidated~~2014, ~~financial~~respectively, ~~statements~~due ~~are translated~~to ~~into~~increased ~~USD~~utility inof ~~accordance~~system ~~with~~for ~~the~~research ~~Codification~~and ~~ASC~~development. ~~830,~~Salaries ~~Foreign Currency~~and ~~Matters.~~wages ~~All~~in ~~assets~~research and development ~~liabilities~~amounted ~~were~~to ~~translated~~$5,513,454 atfor the ~~current exchange~~six ~~rate,~~months atended ~~respective~~June ~~balance~~2015 ~~sheet~~compared ~~dates~~to $556,688 ~~stockholders’~~in ~~equity~~2014 ~~is translated~~mainly atdue ~~the~~to ~~historical~~more ~~rates~~high salaried engineers and ~~income~~professionals ~~statement~~hired, ~~items~~and ~~are~~rent ~~translated~~expenses ~~at the~~were ~~average~~$119,018 ~~exchange~~and ~~rate~~$33,991 for the ~~reporting~~six ~~periods. The resulting translation~~months ~~adjustments~~ended ~~are~~June ~~reported~~30, as2015 ~~other comprehensive income~~ and ~~accumulated~~2014, ~~other comprehensive~~respectively, ~~income~~due into ~~stockholders’~~working ~~equity~~space ~~in Accordance with the Codification ASC 220, Comprehensive Income~~increased.

~~Transaction~~ General ~~gains~~ and ~~losses~~administrative that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. There were no material transaction gains or losses in the periods presented. expenses

~~Cash~~General ~~flow~~and ~~from~~administrative ~~our~~expenses amounted ~~operations~~to ~~included~~$2,183,716 infor the ~~statement~~six ofmonths ~~cash flows~~ended isJune ~~calculated~~30, ~~based~~2015, ~~upon~~as ~~the~~compared ~~functional~~to ~~currency~~$378,839 for ~~using~~ the ~~average translation~~same ~~rate.~~period Asin ~~a result~~2014, ~~amounts~~an ~~related~~increase ~~to assets and liabilities reported on the statement~~ of ~~cash~~$1,804,877 ~~flows~~or ~~will~~476.4%. ~~not~~As ~~necessarily~~previously stated ~~agree~~the ~~with arithmetical~~business ~~changes~~was in ~~the~~a ~~corresponding~~start-up ~~balances~~status onfor the ~~consolidated~~six ~~balance sheets.~~months Noended ~~presentation~~June is30, 2014, ~~made~~therefore, ~~that~~general ~~the~~and ~~RMB~~administrative ~~amounts~~expenses ~~could~~were ~~have~~lower. ~~been,~~General orand administrative ~~could be,~~expenses ~~converted~~consisted ~~into~~of ~~USD at~~ the ~~rates used in translation.~~following:

The PRC government imposes significant exchange restrictions on fund transfers out of the PRC that are not related to business operations. These restrictions have not had a material impact on us since we have not engaged in any significant transactions that are subject to the restrictions.

	For the Six Months Ended June 30		Increase/decrease
	2015	2014	$	%
Salary Wage and related benefits	472,240	-	472,240	100.0%
Depreciation	211,658	24,276	187,382	771.9%
Office expenses	132,381	2,087	130,294	6243.1%
Professional fees	283,138	84,902	198,236	233.5%
Rent	145,704	204,712	-59,008	-28.8%
Travel & meeting	92,198	29,223	62,975	215.5%
Other expenses	846,397	33,639	812,758	2416.1%
Total	2,183,716	378,839	1,804,877	476.4%
G&A expense as % of operating revenue	173.95%	592.61%	-	-418.66%

11Salary and wages expenses incurred $472,240 in general and administration for the six months ended June 30, 2015 as compared to $0 for the six months ended June 30, 2014 as start-up year, mainly because business rapid expansion and management and administration personals and staff were hired.

~~The~~Depreciation ~~exchange~~expense ~~rates~~increased ~~used~~by to$187,382, ~~translate~~or ~~amounts~~771.9%, in ~~RMB~~the six ~~into~~months ~~USD for~~ended June 30, 2015, as compared to the ~~purposes~~same ofperiod ~~preparing~~in ~~our~~2014. ~~consolidated~~The increase ~~financial~~was ~~statements~~primarily ~~were~~due asto the additional equipment purchased in second half ~~follows:~~year of 2014.

	March 31,	December 31,	March31,	December 31,
	2015	2014	2014	2013
Three Month-end and year end RMB:USD exchange rate	6.1206	6.1460	6.1632	6.1122
Average Three month and yearly RMB:USD exchange rate	6.1444	6.1457	6.1178	6.1943

Office and office related expenses increased by $130,294, in the six months ended June 30, 2015, as compared to a few dollars spent the same period in 2014. As the business expanded office expense increased accordingly.

~~Recently~~Professional ~~Issued~~service ~~Accounting~~fees ~~Pronouncements~~increased by $198,236 in the six months ended June 30, 2015, as compared to the same period in 2014. The increase was due to most of consulting, accounting and legal fees incurred and paid in current period.

~~Refer~~Rent expenses incurred for offices of the subsidiaries located in China. Rent expense decreased by 59,008, or -28.8%, for the six months ended June 30, 2015, as compared to ~~Note~~the 2same period in ~~our~~2014. ~~accompanying~~The ~~unaudited~~decrease ~~consolidated~~was primarily ~~financial~~because ~~statements~~office space adjustments in order to fulfill the tasks and support the marketing forces.

~~Item~~Travel 3.and ~~Quantitative~~meeting ~~and~~increased ~~Qualitative~~to ~~Disclosures~~$92,198 ~~About~~in ~~Market~~the ~~Risk~~six months ended June 30, 2014 as compared to $29,223 in the same period of 2014. As the business activities increased.

~~Smaller~~Other ~~reporting~~general ~~companies~~and ~~are~~administrative ~~not~~expenses ~~required~~included toallowance for ~~provide~~uncollectible membership card deposits in the ~~information~~ ~~required~~amount byof ~~this~~$820,664 ~~item~~for the six months ended June 30, 2015. The remaining other general and administrative expenses mainly included local transportation, repairs, annual filling fees and certain low-value miscellaneous items. Their amounts varied period over period due to different circumstances.

~~Item~~Loss 4.from ~~Controls and Procedures.~~operations

~~Disclosure~~For ~~Controls~~the six months ended June 30, 2015, loss from operations was $53,885,702, as compared to the loss $1,707,747 for the six months ended June 30, 2014, a loss increase by $52,177,955 or 3055.37%, mainly due to the aggressive business expansion in increasing in the advertising, marketing promotions and ~~Procedures~~labor force, R&D expenditure and general and administrative costs

~~Pursuant~~Other toincome ~~Rule 13a-15~~(bexpenses) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company's management, including the Company's Chief Executive Officer (the Company's principal executive officer and interim principal accounting officer), of the effectiveness of the Company's disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company's Chief Executive Officer concluded that the Company's disclosure controls and procedures were not effective as of March 31, 2015 based on the material weaknesses in the Company's internal control over financial reporting as disclosed below.

•For ~~The~~the ~~Company~~six ~~does~~months ~~not~~ended ~~have~~June ~~sufficient accounting personnel~~30, ~~which~~2015 ~~would provide segregation of duties within our internal control procedures to support the accurate~~ and ~~timely~~2014, ~~reporting~~other of our financial results; • The Company’s current accounting personal lack experience and knowledge in identifying and resolving complex accounting issues under U.S. General Accepted Accounting Principles income (~~GAAP~~expense); ~~and~~mainly •came ~~The~~from ~~Company~~interest ~~currently~~income ~~does~~and ~~not~~other ~~have an audit committee to oversight the financial reporting process~~expenses.

~~Changes~~Income intax ~~Internal Control over Financial Reporting~~ expense

NoFor ~~changes~~the ~~were~~three ~~made~~months toended ~~our~~June ~~internal~~30, ~~control~~2015 ~~over~~and ~~financial reporting~~June ~~during~~30, ~~our most recently completed fiscal quarter that have materially affected~~2014, income ortax ~~are~~amounted ~~reasonably likely~~ to ~~materially~~$0 ~~affect,~~due ~~our~~to ~~internal~~the ~~control over~~operating ~~financial reporting~~losses.

12Net loss

~~PART~~As IIa -result ~~OTHER~~of ~~INFORMATION~~the factors described above, our net losses for the six months ended June 30, 2015 was loss of $53,889,875. For the six months ended June 30, 2014, we had net loss of $1,708,299.

~~Item~~Foreign 1.currency ~~Legal~~translation ~~Proceedings.~~gain

WeThe ~~are~~functional ~~currently~~currency ~~not~~of ~~involved~~our subsidiaries operating in ~~any~~the PRC ~~litigation~~is ~~that~~the weChinese ~~believe could~~Yuan ~~have~~or aRenminbi ~~material~~(“RMB”). ~~adverse~~The ~~effect~~financial onstatements of our subsidiaries ~~financial~~are ~~condition~~translated orto ~~results~~U.S. dollars using year end rates of ~~operations.~~ ~~There~~exchange for isassets noand ~~action~~liabilities, ~~suit,~~and ~~proceeding,~~average ~~inquiry~~rates orof ~~investigation before~~exchange or(for bythe ~~any~~year) ~~court~~for revenues, ~~public board~~costs, ~~government~~and ~~agency,~~expenses. ~~self-regulatory organization~~Net orgains ~~body~~and ~~pending~~losses ~~or,~~resulting tofrom ~~the~~foreign exchange ~~knowledge~~transactions ofare included in the ~~executive~~consolidated ~~officers~~statements of ~~our~~ operations. ~~company~~As ora ~~any~~result of ~~our~~these ~~subsidiaries~~translations, ~~threatened~~which ~~against~~are ora ~~affecting~~non-cash ~~our company~~adjustment, we ~~our~~reported ~~common~~a ~~stock,~~foreign ~~any~~currency oftranslation ~~our~~loss ~~subsidiaries~~of or$69,964 offor ~~our~~the ~~companies~~six ormonths ended ~~our subsidiaries’~~June ~~officers~~30, or2015 ~~directors~~as incompared ~~their~~to ~~capacities~~the asgain ~~such~~of $6,950 infor ~~which~~the ~~an adverse~~same ~~decision~~period ~~could~~in 2014. ~~have~~This anon-cash ~~material~~loss ~~adverse~~had the effect. of decreasing our reported comprehensive income.

~~Item~~Comprehensive ~~1A.~~loss ~~Risk Factors.~~

~~Smaller~~For ~~reporting~~the ~~companies~~six ~~are~~months ~~not~~ended ~~required~~June to30, ~~provide~~2015 ~~the information~~and ~~under~~2014, comprehensive ~~this~~losses ~~item~~of $53,959,839 or ($25.37) per share and $1,701,349 or ($0.85) per share were derived from the sum of our net losses plus foreign currency translation losses, respectively.

~~Item~~Liquidity ~~2. Unregistered Sales of Equity Securities~~ and ~~Use~~Capital ofResources ~~Proceeds.~~

~~None~~We have funded our operation primarily through paid-in capital, sales of services, and advance from stockholders. Currently cash flows generated through advance from shareholders and officers and operations, major shareholders will continue to either infuse the capital or advance the cash in order to sustain current level operations and expansion for the next twelve months.

~~Item~~As 3of June 30, 2015, our balance of cash and cash equivalents was $2,317,731. ~~Defaults~~As ~~Upon~~of ~~Senior~~June ~~Securities~~30, 2014, our balance of cash and cash equivalents was $291,567, an increase of $2,026,164 or 694.9%, mainly due to net cash provided by operating activities.

~~None.~~The following summarizes the key components of the cash flows for the six months ended June 30, 2015 and 2014:

Item 4. Mine Safety Disclosures.

	For the Six Months Ended June 30,				Increase/decrease
	2015		2014		$		%
Net cash provided by (used in) operating activities	1,689,566		(1,529,589	)	3,219,155		-210.5%
Net cash used in investing activities	(819,061	)	(18,526	)	(800,535	)	4321.1%
Net cash provided by (used in) financing activities	(85,669	)	1,822,536		(1,908,205	)	-104.7%
Effect of foreign currency translation	8,428		211		8,217		3893.8%
Net increase(decrease) in cash and cash equivalents	793,264		274,632		518,632		188.8%

~~Not~~In ~~applicable.~~summary, our cash flows were:

~~Item~~Net 5cash provided by operating activities increased for the six months ended June 30, 2015 by $3,219,155 to $1,689,566, from net cash used in operating activities of $1,529,589 for the six months ended June 30, 2014. These ~~Other~~changes ~~Information~~were mainly caused by the following changes: an increase in net loss of $52,181,576, an increase in depreciation of $194,071, a decrease in accounts receivable of $156,001, an increase in various prepayments of $4,965,555, an increase of customers deposits for $34,512,741, an increase in accrued promotion expense of $8,088,298, an increase in accrued benefit expense for $253,374, an increase in account payable of $169,566, an increase in cash provided in accrued expenses and other current liabilities of $3,390,965, and an increase in deferred revenue by $4,101,060.

~~None~~Net cash used in investing activity increased by $800,535, from $18,526, for the six months ended June 30, 2015 compared to the same period ended in 2014, which is mainly due to increases in purchases of hardware for research and development, various office furniture and equipment as office space and labor increased.

~~Item~~Net 6cash provided by financing activities decreased by $1,908,205 or -104.7% ~~Exhibits~~for the six months ended June 30, 2015 compared to $1,822,536 provided by financing activities at the same period ended in 2014. These changes were mainly caused by following changes: a decrease in advance from shareholders in the amount of $1,891,570, an increase in advances from affiliates for $330,604 and a decrease in capital contribution for $347,239.

Exhibit
Number		Exhibit Title
31.1		Certification of Principal Executive and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1+		Certification of Principal Executive and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Schema
101.CAL		XBRL Taxonomy Calculation Linkbase
101.DEF		XBRL Taxonomy Definition Linkbase
101.LAB		XBRL Taxonomy Label Linkbase
101.PRE		XBRL Taxonomy Presentation Linkbase

Working capital decreased by $54,017,788 to deficit of $55,386,929 as of June 30, 2015 from working capital deficit of $1,369,141 as of December 31, 2014. Major items caused working capital deficit widen were advertising costs and special sales promotions in total approximately $42,310,770. In order to stay cost competitive in the long-run, we plan to introduce venture capital as many venture capitalists find our profitable business model and remarkable progress.

~~+In~~On ~~accordance~~November ~~with~~26, ~~SEC~~2014, ~~Release~~we ~~33-8238~~received capital contribution in the amount of RMB 107.5 million (approximately $17,814,917), ~~Exhibit~~and 32paid off majority short term advances and payables.1 isWe ~~being~~will continue to invest in our business, ~~furnished~~with expected positive operating cash flow fueled by our profit. We will also plan to restructure the debts and ~~not~~advances ~~filed~~from major shareholders to keep sufficient operating cash to sustain current level operations for at least the next twelve months.

13Off-Balance Sheet Financing Arrangements

~~SIGNATURES~~We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or entered into any non-financial assets.

~~Pursuant~~Going toconcern ~~the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~

~~DLD~~The ~~GROUP,~~Report ~~INC.~~of ~~By:/s/~~Our ~~FenglinWang~~Independent ~~FenglinWang~~Registered ~~Chief~~Public ~~Executive~~Accounting Firm ~~Officer~~Contains ~~(Duly~~Explanatory ~~Authorized~~Language ~~Officer,~~That ~~Principal~~Substantial ~~Executive~~Doubt ~~Officer~~Exists ~~and~~About ~~interim~~Our Ability ~~Principal~~To ~~Financial~~Continue ~~Officer)~~As ~~Dated:~~A ~~May~~Going ~~20,~~Concern. ~~2015~~

14As reflected in the accompanying unaudited consolidated financial statements, we had an accumulated deficit of $65,611,097, a working capital deficiency of $55,386,929 as of June 30, 2015 and a net loss of $53,889,875 for the six months ended June 30, 2015. These factors raise substantial doubt about our ability to continue as a going concern. Management intends to further implement its business plan and generate sufficient revenue and to raise additional funds by way of a private or public offering. While we believes in the viability of our strategy to further implement our business plan and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of our company to continue as a going concern is dependent upon our ability to further implement our business plan and generate sufficient revenue and our ability to raise additional funds by way of a public or private offering. Our consolidated financial statements do not include any adjustments that might be necessary if our company is unable to continue as a going concern.

Critical Accounting Policies and Estimates

Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We continually evaluate our estimates, including those related to bad debts, inventories, recovery of long-lived assets, income taxes, and the valuation of equity transactions. We base our estimates on historical experience and on various other assumptions that we believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Any future changes to these estimates and assumptions could cause a material change to our reported amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of the financial statements.

While our significant accounting policies are fully described in Note 2 to our consolidated financial statements for the six months ended June 30, 2015 and 2014, we believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating this management’s discussion and analysis.

Accounts receivable

Property and equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using straight-line method over the estimated useful lives of the assets. The estimated useful lives of the assets are as follows:

	Estimated Useful Life
Electronic equipment	3 years
Office furniture	5 years
Buildings	20 years

Revenue recognition

We derive our core revenues primarily from marketing services, memberships, commissions and membership. Revenue is recognized when persuasive evidence of an arrangement exists, the price is fixed or determinable, service is performed and collectability of the related fee is reasonably assured.

Marketing services mainly consists of online and offline membership card sales, advertising income from direct mail (DM),electronic direct email(EDM) and Advertising revenue is recognized ratably over the period in which the advertisement by displaying of an online storefront on our marketplace through our e-commerce platform. Discounted membership cards sales revenue is recognized when the card is delivered to the customer

Membership is a terminal operating merchant of our e-commerce platform. Members can buy our membership card at discount rate and resale of the membership cards to general consumers. Membership fee income is recognized ratably over the term of the membership when membership service is provided.

Commissions on transactions are the income shared the profits with our contracted or associated online and offline stores when cardholder shopping with that store by using membership cards. Commission income is earned when a transaction is completed and settled through the DLD supported payment system on online and offline retail marketplace. Commission on the transaction is recognized when the underlying transaction is completed.

Impairment of Long-Lived Assets

Long-lived assets, including property, plant and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

Foreign Currency Translation and Transactions

Our accompanying audited consolidated financial statements are presented in U.S. dollars (“USD”). DLD Group, Inc. and DLD Great Industries Ltd. are kept in US dollars, and DLD International Group Limited’s functional currency in portion is Hong Kong Dollar (“HKD”) but keep the accounting book in US dollars; Beijing DLD Enterprise Management Consulting Co. Ltd.(DLD WOFE), DLD Technology Co., Ltd. and its 7 branch companies, and its subsidiary company Henan Dianliandian Information Technology Co., Ltd. and Shenzhen Tonychengyi Sanxing Weiye Internet Technology Co., Ltd.’s functional currency is Chinese Yuan Renminbi (“RMB”). Our audited consolidated financial statements are translated into USD in accordance with the Codification ASC 830, Foreign Currency Matters. All assets and liabilities were translated at the current exchange rate, at respective balance sheet dates, stockholders’ equity is translated at the historical rates and income statement items are translated at the average exchange rate for the reporting periods. The resulting translation adjustments are reported as other comprehensive income and accumulated other comprehensive income in stockholders’ equity in Accordance with the Codification ASC 220, Comprehensive Income.

Transaction gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. There were no material transaction gains or losses in the periods presented.

Cash flow from our operations included in the statement of cash flows is calculated based upon the functional currency using the average translation rate. As a result, amounts related to assets and liabilities reported on the statement of cash flows will not necessarily agree with arithmetical changes in the corresponding balances on the consolidated balance sheets. No presentation is made that the RMB amounts could have been, or could be, converted into USD at the rates used in translation.

The exchange rates used to translate amounts in RMB into USD for the purposes of preparing our consolidated financial statements were as follows:

Quarter end and year end RMB: USD exchange rate

June 30, 2015	December 31, 2014	June 30, 2014	December 31, 2013

6.1088	6.146	6.1565	6.1122

Average quarterly and yearly RMB: USD exchange rate

June 30, 2015	December 31, 2014	June 30, 2014	December 31, 2013

6.1254	6.1457	6.1419	6.1943

Recently Issued Accounting Pronouncements

Refer to Note 2 in our accompanying consolidated audited financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Smaller reporting companies are not required to provide the information required by this item.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company's management, including the Company's Chief Executive Officer (the Company's principal executive officer and interim principal accounting officer), of the effectiveness of the Company's disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company's Chief Executive Officer concluded that the Company's disclosure controls and procedures were not effective as of June 30, 2015 based on the material weaknesses in the Company's internal control over financial reporting as disclosed below.

•	The Company does not have sufficient accounting personnel, which would provide segregation of duties within our internal control procedures to support the accurate and timely reporting of our financial results;
•	The Company’s current accounting personal lack experience and knowledge in identifying and resolving complex accounting issues under U.S. General Accepted Accounting Principles (GAAP); and
•	The Company currently does not have an audit committee to oversight the financial reporting process.

Changes in Internal Control over Financial Reporting

No changes were made to our internal control over financial reporting during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors.

Smaller reporting companies are not required to provide the information under this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits

Exhibit
Number		Exhibit Title
31.1		Certification of Principal Executive and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1+		Certification of Principal Executive and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Schema
101.CAL		XBRL Taxonomy Calculation Linkbase
101.DEF		XBRL Taxonomy Definition Linkbase
101.LAB		XBRL Taxonomy Label Linkbase
101.PRE		XBRL Taxonomy Presentation Linkbase

+In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	DLD GROUP, INC.
	By:/s/ Fenglin Wang
	Fenglin Wang
	Chief Executive Officer
	(Duly Authorized Officer, Principal Executive Officer
	and interim Principal Financial Officer)

	Dated: October 16, 2015

Filing Compare · DLD Group, Inc.