UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the fiscal year ended December 31, ~~2016~~2017.

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

Commission File No. 0-52072

USA ZHIMINGDE INTERNATIONAL GROUP CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Nevada		62-1299374
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer ID Number)

225 Broadway, Suite 910, New York, NY 10007

(Address of principal executive offices)

Issuer’s Telephone Number, including Area Code: 212-608-8858

Securities Registered Pursuant to Section 12(b) of the Act: None

Securities Registered Pursuant to Section 12(g) of the Act:

Common Stock, $.001 par value per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 406 of the Securities Act. Yes ☐ No ☑

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 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 ☑ No ☐

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 ☑ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes ☑ 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. (Check One)

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☒ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of June 30, ~~2016~~2017 (the last business day of the most recently completed second fiscal quarter) the aggregate market value of the common stock held by non-affiliates was approximately $81,~~451~~657, based upon the last trade price on that date.

As of April 416, ~~2017~~2018, there were 1,853,207 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: None

USA ZHIMINGDE INTERNATIONAL GROUP CORPORATION

ANNUAL REPORT ON FORM 10-K

FOR THE FISCAL YEAR ENDED DECEMBER 31, ~~2016~~2017

TABLE OF CONTENTS

		Page No
Part I		Page No
Part I
Item 1	Business	1
Item 1A	Risk Factors	2
Item 1B	Unresolved Staff Comments	2
Item 2	~~Description of~~ Properties	3
Item 3	Legal Proceedings	3
Item 4	Mine Safety Disclosure	3
Part II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters, ~~and~~And Issuer ~~Purchase~~Purchases ofOf Equity Securities	3
Item 6	Selected Financial Data	4
Item 7	Management’s Discussion and Analysis	4
Item 7A	Quantitative and Qualitative Disclosure about Market Risk	6
Item 8	Financial Statements ~~and Supplementary Schedules~~	6
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	1920
Item 9A	Controls and Procedures	1920
Item 9B	Other Information	2122
Part III
Item 10	Directors, Executive Officers and Corporate Governance	2122
Item 11	Executive Compensation	2223
Item 12	Security Ownership of Certain Beneficial Owners, and Management ~~and Related Stockholder Matters~~	2324
Item 13	Certain Relationships and Related Transactions and Director Independence	2425
Item 14	Principal Accountant Fees and Services	2425
Part IV
Item 15	Exhibits and Financial Statement Schedules	2425
	Signatures	2526

FORWARD-LOOKING STATEMENTS: NO ASSURANCES INTENDED

This Report contains certain forward-looking statements regarding USA Zhimingde International Group Corporation, its business and financial prospects. These statements represent Management’s best estimate of what will happen. Nevertheless, there are numerous risks and uncertainties that could cause our actual results to differ dramatically from the results suggested in this Report. Among the more significant risks are:

●

We have no business operations and have no assets. Unless the Company obtains additional capital or acquires an operating company, the Company will not be able to undertake significant business activities.

●

The Company’s business plan contemplates that it will acquire an operating company in exchange for common stock. If that occurs, management will determine the nature of the company that is acquired, which is likely to be a company with which management has a pre-existing relationship. Investors in the Company will have to rely on the business acumen of management in determining that the acquisition is in the best interest of the Company. If management lacks sufficient skill to operate successfully, the Company’s shares may lose value.

Because these and other risks may cause the Company’s actual results to differ from those anticipated by Management, the reader should not place undue reliance on any forward-looking statements that appear in this Report.

PART 1

Item 1. Business

USA Zhimingde International Group Corporation (the “Company”) was originally incorporated on July 26, 1990 in accordance with the laws of the State of Florida as Marketing Educational Corp. On June 13, 2006, the Company was reincorporated by merger in the State of Nevada.

The Company was originally formed for the purpose of direct marketing of certain educational materials and photography packages. The educational materials marketed by the Company consisted of encyclopedias, learning books, educational audio and video tapes which were designed to be used in various combinations to accommodate the educational levels and needs of families with children of all ages. During 1991, the Company completed a public offering of 150,000 units of common stock, through a Registration Statement on Form S-18 (Registration No.33-37039-A).

The Company has had no operations since 1992 and is currently a “shell company” as defined in Rule 405 under the Securities Act of 1933 (“Securities Act”) and Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”). The Company is defined as a shell company because it has no operations or assets.

On December 7, 2012, USA Zhimingde International Group Inc., a New Jersey corporation (“Zhimingde Inc.”) purchased 1,687,502 shares of the Company’s common stock from Halter Financial Investments, L.P., Glenn A. Little and The Halter Group, Inc. pursuant to a Securities Purchase Agreement (the “Purchase”). Following the Purchase, Zhimingde Inc. owned approximately 91% of the voting securities of the Company. The Purchase resulted in a change in control of the Company. Subsequently, the Company changed its name to USA Zhimingde International Group Corporation effective on February 4, 2013.

For some period of time the Company has been exploring business opportunities that would involve the use of the Company as a shell in a reverse merger transaction, in which an operating company would be merged into USA Zhimingde International Group Corporation in exchange for shares of our capital stock. We continue to explore business opportunities, particularly businesses with which our Chairman, Zhongquan Zou, has experience. The business that we ultimately pursue will be determined by Mr. Zou, who is the sole member of our Board of Directors. His decision will be based on the prospects for the business, the availability of capital to fund the business, and the potential benefits of the business to the shareholders of USA Zhimingde International Group Corporation.1

~~It is~~For ~~likely~~some ~~that~~period weof ~~will~~time ~~effectuate~~the aCompany has been exploring business ~~combination~~opportunities ~~with~~that awould ~~target~~involve ~~whose~~the ~~business~~use ~~operations~~of ~~and~~the ~~place~~Company ofas ~~formation~~a ~~are~~shell ~~located~~ in ~~the~~a ~~People’s~~reverse ~~Republic~~merger oftransaction, ~~China.~~in which Inan ~~particular,~~operating wecompany ~~may~~would ~~combine~~be ~~with~~merged ~~one~~into orUSA ~~more~~Zhimingde ~~entities~~International ~~that~~Group ~~Mr.~~Corporation ~~Zou~~in ~~owns~~exchange orfor ~~controls. In~~shares ~~such~~of ~~event,~~our wecapital stock. ~~may~~We ~~face~~continue ~~the~~to ~~significant~~explore ~~additional~~business ~~risks~~opportunities, ~~associated~~particularly businesses with ~~doing~~which ~~business~~our inChairman, ~~that~~Zhongquan ~~country~~Zou, has experience. The Inbusiness ~~addition~~that towe ~~the language~~ultimately ~~barriers,~~pursue ~~different~~will ~~presentations~~be ofdetermined ~~financial~~by ~~information~~Mr. Zou, ~~different~~who ~~business~~is ~~practices,~~the ~~and~~sole ~~other~~member ~~cultural~~of ~~differences and~~our ~~barriers~~Board ~~that~~of ~~may~~Directors. ~~make~~His itdecision will ~~difficult~~be tobased ~~evaluate~~on ~~such~~the aprospects ~~merger~~for ~~target~~the business, wethe ~~may~~availability ~~encounter~~of ~~ongoing~~capital ~~business~~to ~~risks~~fund ~~associated~~the ~~with uncertain~~business, ~~legal~~and ~~systems~~the ~~and~~potential ~~applications~~benefits of the ~~law,~~business ~~uncertain~~to ~~economic~~the ~~policies~~shareholders ~~and~~of ~~potential~~USA ~~political~~Zhimingde ~~and~~International ~~economic~~Group ~~instability~~Corporation.

~~Employees~~It is likely that we will effectuate a business combination with a target whose business operations and place of formation are located in the People’s Republic of China. In particular, we may combine with one or more entities that Mr. Zou owns or controls. In such event, we may face the significant additional risks associated with doing business in that country. In addition to the language barriers, different presentations of financial information, different business practices, and other cultural differences and barriers that may make it difficult to evaluate such a merger target, we may encounter ongoing business risks associated with uncertain legal systems and applications of law, uncertain economic policies and potential political and economic instability.

We currently have no employees. The need for employees and their availability will be addressed in connection with the decision whether or not to acquire or participate in specific business opportunities.Employees

~~Item~~We 1Acurrently have no employees. ~~Risk~~The ~~Factors~~need for employees and their availability will be addressed in connection with the decision whether or not to acquire or participate in specific business opportunities.

~~Not applicable~~Item 1A. Risk Factors

~~Item~~Not 1Bapplicable. ~~Unresolved Staff Comments~~

~~Not applicable~~Item 1B. Unresolved Staff Comments

2Not applicable.

~~Item~~ 2~~. Properties~~

~~We have~~Item ~~no property, because we have no assets or employees~~2. ~~Our executive offices are maintained in offices maintained by other affiliates of Zhongquan Zou, our CEO. We do not compensate Zhongquan Zou or the affiliates for this concession.~~Properties

~~Item~~We 3have no property, because we have no assets or employees. ~~Legal~~Our ~~Proceedings~~executive offices are maintained in offices maintained by other affiliates of Zhongquan Zou, our CEO. We do not compensate Zhongquan Zou or the affiliates for this concession.

~~None~~Item 3. Legal Proceedings

~~Item 4~~None. ~~Mine Safety Disclosures.~~

~~Not Applicable~~Item 4. Mine Safety Disclosures.

~~PART II~~Not Applicable.

~~Item~~PART ~~5. Market For Registrant’s Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities.~~II

~~(a)~~ Item 5. Market ~~Information~~For Registrant’s Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities.

~~The Company’s~~(a) ~~common stock is quoted on the OTC Pink~~ Market under the symbol “ZMDC”. As of the date of this report, there have only been sporadic trades of the common stock. Set forth below are the high and low bid prices for each of the quarters indicated. The reported bid quotations reflect inter-dealer prices without retail markup, markdown or commissions, and may not necessarily represent actual transactions.Information

	Bid
Quarter Ending		High		Low
March 31, 2015	$	3.05	$	1.11
June 30, 2015	$	3.15	$	1.10
September 30, 2015	$	3.58	$	1.00
December 31, 2015	$	1.00	$	0.76
March 31, 2016	$	0.76	$	0.051
June 30, 2016	$	0.051	$	0.051
September 30, 2016	$	0.051	$	0.0081
December 31, 2016	$	0.0082	$	0.0081

The Company’s common stock is quoted on the OTC Pink Market under the symbol “ZMDC”. As of the date of this report, there have only been sporadic trades of the common stock. Set forth below are the high and low bid prices for each of the quarters indicated. The reported bid quotations reflect inter-dealer prices without retail markup, markdown or commissions, and may not necessarily represent actual transactions.

(b) Shareholders

	Bid
Quarter Ending	High		Low

March 31, 2016	$	0.76	$	0.051
June 30, 2016	$	0.051	$	0.051
September 30, 2016	$	0.051	$	0.0081
December 31, 2016	$	0.0082	$	0.0081

March 31, 2017	$	0.0082	$	0.009
June 30, 2017	$	0.009	$	0.01
September 30, 2017	$	0.01	$	0.032
December 31, 2017	$	0.032	$	0.032

~~Our shareholders~~(b) ~~list contains the names of 363 registered stockholders of record of the Company’s Common Stock.~~Shareholders

Our ~~stock~~ ~~transfer~~shareholders ~~agent~~list iscontains ~~Securities~~the ~~Transfer~~names of ~~Corporation:~~363 ~~2591~~registered ~~Dallas~~stockholders ~~Parkway,~~of ~~Suite~~record ~~102,~~of ~~Frisco,~~the ~~Texas~~Company’s ~~75034;~~Common ~~(469) 633-0101~~Stock.

3Our stock transfer agent is Securities Transfer Corporation: 2591 Dallas Parkway, Suite 102, Frisco, Texas 75034; (469) 633-0101.

~~(c) Dividends~~ 3

~~The Company~~(c) has not, within the past decade, paid or declared any cash dividends on its Common Stock and does not foresee doing so in the foreseeable future. The Company intends to retain any future earnings for the operation and expansion of the business. Any decision as to future payment of dividends will depend on the available earnings, the capital requirements of the Company, its general financial condition and other factors deemed pertinent by the Board of Directors.Dividends

~~(d)~~The Company has not, within the past decade, ~~Securities~~paid ~~Authorized~~or declared any cash dividends on its Common Stock and does not foresee doing so in the foreseeable future. The Company intends to retain any future earnings for ~~Issuance~~the ~~Under~~operation ~~Equity~~and ~~Compensation~~expansion ~~Plans~~of the business. Any decision as to future payment of dividends will depend on the available earnings, the capital requirements of the Company, its general financial condition and other factors deemed pertinent by the Board of Directors.

~~The Company~~(d) ~~had~~Securities noAuthorized ~~securities authorized~~ for ~~issuance~~Issuance Under ~~under~~Equity ~~equity~~Compensation ~~compensation plans as of December 31, 2016.~~Plans

~~(e)~~The Company had no securities authorized ~~Sale~~for issuance under equity compensation plans as of ~~Unregistered~~December ~~Securities~~31, 2017.

~~The Company~~(e) ~~did~~Sale ~~not issue any unregistered equity securities during the 4th quarter~~ of ~~fiscal~~Unregistered ~~2016.~~Securities

~~(f)~~The Company did not issue any unregistered ~~Repurchase~~equity securities during the 4th quarter of ~~Equity~~fiscal ~~Securities~~2017.

~~The Company~~(f) ~~did~~Repurchase ~~not repurchase any shares~~ of ~~its~~Equity ~~common stock during the 4th quarter of 2016.~~Securities

~~Item~~The 6.Company ~~Selected~~did ~~Financial~~not ~~Data~~repurchase any shares of its common stock during the 4th quarter of 2017.

~~Not applicable~~Item 6. Selected Financial Data

~~Item~~Not 7applicable. ~~Management’s Discussion and Analysis~~

~~Results of~~Item ~~Operations~~7. Management’s Discussion and Analysis

~~We currently~~Results have no assets and no operations. During the year ended December 31, 2016 we realized no revenue and incurred $46,003 in operating expenses, resulting in a loss from operations and net loss in that amount. During the year ended December 31, 2015, we realized no revenue and incurred $53,323 in operating expenses, resulting in a loss from operations and a net loss in that amount. The expenses in these years represent the costs of maintaining the Company as an SEC reporting company, as well as expenses related to maintaining the Company’s corporate existence. Our expenses were greater in 2015 because, during the first quarter of 2015, we filed with the SEC our annual and quarterly reports for all periods from the second quarter of 2013 through the third quarter of 2014, and incurred the expenses related to those filings. We now plan to stay current in our filing obligations, and do not expect to replicate the level of those expenses until we acquire an operating business.Operations

~~Our~~We currently have no assets and no operations. ~~major~~During ~~expenses~~the ~~consisted~~year ofended ~~fees~~December to31, ~~lawyers~~2017 we realized no revenue and ~~auditors~~incurred ~~necessary~~$46,888 toin ~~maintain~~operating ~~our~~expenses, ~~standing~~resulting asin a ~~fully-reporting~~loss from ~~public~~operations ~~company~~ and ~~other~~net ~~administrative~~loss ~~expenses~~in ~~attendant~~that toamount. During the ~~trading~~year ofended ~~our~~December ~~common~~31, ~~stock.~~2016, Wewe dorealized ~~not~~no ~~expect~~revenue ~~any~~and ~~significant~~incurred ~~change~~$46,003 in operating expenses, resulting in ~~the level~~a ofloss ~~these~~from operations and a net loss in that amount. The expenses, ~~unless~~in these years represent the costs of maintaining the Company ~~acquires~~as oran ~~initiates~~SEC ~~business~~reporting ~~operations~~company, as well as expenses related to maintaining the Company’s corporate existence.

4Our major expenses consisted of fees to lawyers and auditors necessary to maintain our standing as a fully-reporting public company and other administrative expenses attendant to the trading of our common stock. We do not expect any significant change in the level of these expenses, unless the Company acquires or initiates business operations.

Liquidity and Capital Resources

At December 31, ~~2016~~2017 we had a working capital deficit of $~~130~~155,~~832~~924, as we had no assets and had $~~130~~155,~~832~~924 in accrued expenses. Our liabilities consist of amounts payable to our professional advisors for services, which increased by $2625,~~292~~092 during ~~2016~~2017. The remainder of our $4046,~~003~~888 in operating expenses during the year ended December 31, ~~2016~~2017 were paid by USA Zhimingde International Group Inc., which is our majority shareholder, or by affiliates of that entity. We expect our working capital deficit to continue indefinitely, until we initiate or obtain an operating company capable of funding our overhead expenses.

Our operations used no cash during the year ended December 31, 2016, as we increased our accrued expenses by $26,292 during that period and the remainder of our expenses were paid by our majority shareholder as a capital contribution. In the future, unless we achieve the financial and/or operational wherewithal to sustain our operations, it is likely that we will continue to rely on loans and capital contributions to sustain our operations. 4

~~Mr. Zou,~~Our ~~our~~operations ~~Chief~~used ~~Executive~~no ~~Officer,~~cash ~~who~~during ~~controls~~ the ~~majority~~year ended ~~shareholder~~December 31, or2017, ~~other~~as ~~entities~~we ~~that~~increased heour ~~controls~~accrued ~~have~~expenses ~~financed~~by ~~our operations~~$25,092 byduring ~~making~~that ~~capital~~period ~~contributions~~and tothe ~~cover~~remainder of our expenses. ~~We expect that Mr. Zou’s controlled affiliates will continue~~were topaid ~~fund~~by our ~~operations~~majority ~~until~~shareholder weas ~~have~~a ~~completed~~capital ancontribution. ~~acquisition~~In ofthe ~~an operating company~~future, ~~and~~unless ~~that~~ we ~~will~~achieve ~~continue~~the tofinancial ~~require additional capital contributions~~ and/or ~~financing~~operational wherewithal to ~~maintain~~sustain our ~~existence~~operations, asit ais ~~shell~~likely ~~company~~that ~~for~~we ~~the~~will ~~next~~continue ~~twelve~~to ~~months,~~rely ifon ~~necessary. Our management~~loans isand ~~not~~capital ~~required~~contributions to ~~fund~~sustain our operations ~~by any contract or other obligation~~.

~~Application~~Mr. Zou, our Chief Executive Officer, controls our majority shareholder. That entity or other entities that Mr. Zou controls have financed our operations by making capital contributions to cover our expenses. We expect that Mr. Zou’s controlled affiliates will continue to fund our operations until we have completed an acquisition of ~~Critical~~an ~~Accounting~~operating ~~Policies~~company, and that we will continue to require additional capital contributions or financing to maintain our existence as a shell company for the next twelve months. Our management is not required to fund our operations by any contract or other obligation.

~~Our financial~~Application ~~statements and related financial information are based on the application~~ of ~~accounting~~Critical ~~principles generally accepted~~Accounting in the United States of America (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue, and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.Policies

Our ~~significant~~ ~~accounting~~financial ~~policies~~statements and related financial information are ~~summarized~~based inon ~~Note~~the 2application toof ~~our~~accounting ~~financial~~principles ~~statements.~~generally ~~While~~accepted ~~all~~in ~~these~~the ~~significant~~United ~~accounting~~States ~~policies impact~~of ~~our~~America ~~financial~~(“GAAP”). GAAP ~~condition~~requires ~~and~~the ~~results~~use of ~~operations~~estimates; assumptions, ~~the~~judgments ~~Company~~and ~~views~~subjective ~~certain~~interpretations of ~~these~~accounting ~~policies~~principles asthat ~~critical.~~have ~~Policies determined~~an toimpact beon ~~critical~~the ~~are~~assets, ~~those~~liabilities, ~~policies~~revenue, ~~that~~and ~~have~~expense ~~the~~amounts ~~most~~reported. ~~significant~~These ~~impact~~estimates oncan ~~the~~also ~~Company’s~~affect ~~financial~~supplemental ~~statements~~information contained ~~and~~in ~~require management~~our toexternal ~~use~~disclosures aincluding ~~greater~~information ~~degree~~regarding ofcontingencies, ~~judgment~~risk and ~~estimates~~financial condition. ~~Among~~We believe our use ~~critical~~of ~~policies~~estimates isand ~~the~~underlying ~~determination,~~accounting ~~described~~assumptions inadhere ~~Note 5~~ to ~~our~~GAAP ~~financial~~and ~~statements,~~are ~~that~~consistently ~~the~~and ~~Company~~conservatively ~~should~~applied. ~~record~~We abase our ~~valuation~~estimates ~~allowance~~on ~~for~~historical ~~the~~experience ~~full~~and ~~value~~on ofvarious ~~the~~other ~~deferred~~assumptions ~~tax~~that ~~asset created~~we bybelieve ~~the~~to ~~net~~be ~~operating~~reasonable ~~loss~~under ~~carryforwards~~the circumstances. Actual ~~The~~results ~~primary~~may ~~reason~~differ ~~for~~materially ~~the~~from ~~determination~~these ~~was~~estimates ~~the~~under ~~lack~~different ofassumptions ~~certainty~~or asconditions. toWe ~~whether the~~continue ~~Company~~to ~~will~~monitor ~~achieve~~significant estimates ~~profitable~~made ~~operations~~during in the ~~future~~preparation ~~and~~of beour ~~able~~financial ~~to utilize their carryforwards~~statements.

Our significant accounting policies are summarized in Note 2 to our financial statements. While all these significant accounting policies impact our financial condition and results of operations, the Company views certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on the Company’s financial statements and require management to use a greater degree of judgment and estimates. Among our critical policies is the determination, described in Note 5 to our financial statements, that the Company should record a valuation allowance for the full value of the deferred tax asset created by the net operating loss carryforwards. The primary reason for the determination was the lack of certainty as to whether the Company will achieve profitable operations in the future and be able to utilize their carryforwards.

Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause any effects on our results of operations, financial position or liquidity for the periods presented in this report.

~~Off-Balance Sheet Arrangements~~ 5

~~We do not have any off~~Off-~~balance~~Balance ~~sheet~~Sheet ~~arrangements that have or are reasonably likely to have a current or future effect on our financial condition or results of operations.~~Arrangements

~~Impact~~We do not have any ofoff-balance ~~Accounting~~sheet ~~Pronouncements~~arrangements that have or are reasonably likely to have a current or future effect on our financial condition or results of operations.

~~There have~~Impact ~~been~~of noAccounting ~~recent~~Pronouncements ~~accounting pronouncements that have had, or are expected to have, a material effect on our financial statements.~~

~~Item~~There 7Ahave ~~Quantitative~~been ~~And~~no ~~Qualitative~~recent ~~Disclosures~~accounting ~~About~~pronouncements that ~~Market~~have ~~Risk~~had, or are expected to have, a material effect on our financial statements.

~~Not Applicable.~~Item 7A Quantitative And Qualitative Disclosures About Market Risk

~~Item~~Not 8Applicable. ~~Financial Statements~~

~~INDEX TO~~Item ~~FINANCIAL~~8. ~~STATEMENTS~~Financial Statements

	Page
Report of Independent Registered Public Accounting Firm	7
Balance Sheets as of December 31, 2016 and 2015	8
Statements of Operations for the Years Ended December 31, 2016 and 2015	9
Statements of Changes in Stockholders’ (Deficit) for the Years Ended December 31, 2016 and 2015	10
Statements of Cash Flows for the Years Ended December 31, 2016 and 2015	11
Notes to Financial Statements	12

INDEX TO FINANCIAL STATEMENTS

	Page

Report of Independent Registered Public Accounting Firm	7

Balance Sheets as of December 31, 2017 and 2016	9

Statements of Operations for the Years Ended December 31, 2017 and 2016	10

Statements of Changes in Stockholders’ (Deficit) for the Years Ended December 31, 2017 and 2016	11

Statements of Cash Flows for the Years Ended December 31, 2017 and 2016	12

Notes to Financial Statements	13

~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~ 6

~~The~~REPORT ~~Board~~OF ofINDEPENDENT ~~Directors~~REGISTERED ~~and~~ PUBLIC ACCOUNTING FIRM

~~Stockholders~~The Board of Directors and Shareholders of USA Zhimingde International Group Corporation

WeOpinion ~~have~~on ~~audited~~ the ~~accompanying~~Financial balance sheets of USA Zhimingde International Group Corporation (the “Company”) as of December 31, 2016 and 2015, and the related statements of operations, change in stockholders’ (deficit), and cash flows for each of the years in the two year period ended December 31, 2016. The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.Statements

We ~~conducted~~have ~~our~~audited ~~audits in accordance with~~ the ~~standards~~accompanying balance sheets of ~~the~~USA ~~Public~~Zhimingde ~~Company~~International ~~Accounting~~Group ~~Oversight~~Corporation ~~Board~~ (~~United~~the ~~States~~“Company”). ~~Those~~as ~~standards~~of ~~require~~December ~~that we~~31, ~~plan~~2017 and ~~perform~~2016, and the ~~audit~~related statements toof ~~obtain~~operations, ~~reasonable~~change ~~assurance~~in ~~about~~stockholders’ ~~whether~~deficit, ~~the~~and ~~financial~~cash ~~statements~~flows ~~are~~for ~~free~~each of ~~material misstatement.~~the ~~The~~years ~~Company~~in isthe ~~not~~two-year ~~required~~period toended December ~~have~~31, ~~nor~~2017, ~~were~~and wethe ~~engaged~~related tonotes ~~perform,~~(collectively anreferred ~~audit~~to ofas ~~its~~the ~~internal control over~~ financial ~~reporting~~statements). ~~Our~~In ~~audits~~our ~~included~~opinion, ~~consideration~~the ~~of internal control over~~ financial ~~reporting as a basis for designing~~ ~~audit~~statements ~~procedures~~present ~~that~~fairly, ~~are appropriate~~ in ~~the~~all ~~circumstances~~material respects, ~~but not for~~ the ~~purpose~~financial ofposition ~~expressing an opinion on the effectiveness~~ of the Company’s ~~internal~~as ~~control~~of ~~over~~December ~~financial reporting. Accordingly~~31, we2017 ~~express~~and no2016, ~~such~~and the ~~opinion.~~results ~~An audit~~of ~~also~~its ~~includes~~operations ~~examining,~~and onits acash ~~test~~flows ~~basis,~~for ~~evidence~~each ~~supporting~~of the ~~amounts~~years ~~and disclosures~~ in the ~~financial~~two-year ~~statements, assessing~~period ~~the~~ended ~~accounting~~December ~~principles~~31, ~~used and significant estimates made by management~~2017, asin ~~well as evaluating the overall~~conformity ~~financial~~with ~~statement~~accounting ~~presentation.~~principles Wegenerally ~~believe~~accepted ~~that~~in ~~our~~the ~~audits~~United ~~provide~~States aof ~~reasonable basis for our opinion~~America.

InBasis our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of USA Zhimingde International Group Corporation as of December 31, 2016 and 2015, and the results of its operations and its cash flows for ~~each of the years in the two year period ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.~~Opinion

~~The~~These ~~accompanying~~ financial statements as ofare ~~and~~the ~~for~~responsibility of the ~~years~~Company’s ~~ended~~management. ~~December~~Our ~~31,~~responsibility ~~2016~~is ~~and~~to ~~2015~~express ~~have~~an ~~been~~opinion ~~prepared~~on ~~assuming~~ the Company’s ~~will~~financial ~~continue~~statements asbased on aour ~~going concern~~audits. As ~~more~~We ~~fully~~are ~~described~~a inpublic ~~Note~~accounting 6firm toregistered ~~the~~with ~~financial statements,~~ the Public Company ~~has~~Accounting noOversight ~~viable~~Board ~~operations~~(United orStates) ~~significant assets and~~(PCAOB) isand ~~dependent~~are ~~upon~~required ~~its major stockholder~~ to ~~provide~~be ~~sufficient~~independent ~~working~~with ~~capital~~respect to ~~maintain~~ the ~~integrity~~Company ofin ~~the~~accordance ~~corporate~~with ~~entity. These conditions and~~ the ~~Company’s~~U.S. ~~lack~~federal ofsecurities ~~equity~~laws and ~~viable operations, raise substantial doubt about~~ the ~~Company’s~~applicable ~~ability~~rules toand ~~continue~~regulations asof athe ~~going~~Securities ~~concern.~~and ~~Management’s~~Exchange ~~plans~~Commission ~~regarding~~and ~~these matters are also described in Note 6. The accompanying financial statements do not include any adjustments that might result from~~ the ~~outcome of this uncertainty~~PCAOB. ~~Our opinion is not modified with respect to this matter.~~

~~/s/~~We ~~Wei~~conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, ~~Wei~~whether &due Coto error or fraud. The Company is not required to have, nor ~~LLP~~ were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~Wei~~Our audits included performing procedures to assess the risks of material misstatement of the financial statements, ~~Wei~~whether &due Coto error or fraud, and performing procedures that respond to those risks. Such procedures included examining, ~~LLP~~ on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provides a reasonable basis for our opinion.

~~Flushing, New York~~ 7

~~April~~Emphasis 3,of ~~2017~~ Matter – Going Concern

7The accompanying financial statements have been prepared assuming that USA Zhimingde International Group Corporation will continue as a going concern. As more fully described in Note 6, the Company has no viable operations or significant assets and is dependent upon its major stockholder to provide sufficient working capital to maintain the integrity of the corporate entity. These conditions and the Company’s lack of equity and viable operations, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 6. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

~~USA Zhimingde~~We ~~International~~have ~~Group~~served ~~Corporation~~as the Company’s auditor since 2013.

~~BALANCE~~/s/ ~~SHEETS~~Wei, ~~(IN~~Wei ~~U.S.$)~~& ~~DECEMBER 31~~Co., ~~2016 AND 2015~~LLP

	December 31,
LIABILITIES AND STOCKHOLDERS’ (DEFICIT)	2016			2015
Current liabilities:
Accrued expenses	$	130,832		$	104,540
Total current liabilities		130,832			104,540
Stockholders’ (deficit) (Note 5):
Preferred stock, $0.001 par value per share, 50,000,000 shares authorized, none issued and outstanding		—			—
Common stock, $0.001 par value per share, 100,000,000 shares authorized, 1,853,207 shares issued and outstanding at December 31, 2016 and 2015		1,853			1,853
Additional paid-in capital		695,490			675,779
(Deficit)		(828,175	)		(782,172	)
Total stockholders’ (deficit)		(130,832	)		(104,540	)
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT)	$	—		$	—

Flushing, New York

~~See independent~~April ~~auditors’~~8, ~~report and accompanying notes to financial statements.~~2018

USA Zhimingde International Group Corporation

~~STATEMENTS~~BALANCE OFSHEETS ~~OPERATIONS~~ (IN U.S. $) ~~FOR THE YEARS ENDED~~ DECEMBER 31, ~~2016~~2017 AND ~~2015~~2016

	2016			2015
	December 31,
Operating expenses:
LIABILITIES AND stockholders’ (DEFICIT)	2017			2016
Professional fees	$	(46,003	)	$	(53,323	)
Current liabilities:
Net (loss)	$	(46,003	)	$	(53,323	)
Accrued expenses	$	155,924		$	130,832
(Loss) per common share, basic and diluted	$	(0.02	)	$	(0.03	)
Total current liabilities		155,924			130,832
Weighted average shares outstanding, Basic and diluted		1,853,207			1,853,207
Stockholders’ (deficit) (Note 5):
Preferred stock, $0.001 par value per share, 50,000,000 shares authorized, none issued and outstanding		—			—
Common stock, $0.001 par value per share, 100,000,000 shares authorized, 1,853,207 shares issued and outstanding at December 31, 2017 and 2016		1,853			1,853
Additional paid-in capital		717,286			695,490
(Deficit)		(875,063	)		(828,175	)
Total stockholders’ (deficit)		(155,924	)		(130,832	)
TOTAL LIABILITIES AND STOCKHOLDERS’(DEFICIT)	$	—		$	—

See independent auditors’ report and accompanying notes to financial statements.

USA Zhimingde International Group Corporation

~~Statements of~~STATEMENTS ~~Changes~~OF inOPERATIONS ~~Stockholders’~~ (~~Deficit) (~~IN U.S. $) FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

FOR THE YEARs ENDED DECEMBER 31, 2016 AND 2015

	2017			2016

Operating expenses:
Professional fees	$	(46,888	)	$	(46,003	)

Net (loss)	$	(46,888	)	$	(46,003	)

(Loss) per common share, basic and diluted	$	(0.03	)	$	(0.02	)

Weighted average shares outstanding, Basic and diluted		1,853,207			1,853,207

	Common Stock		Additional Paid-in Capital		Deficit			Total
Balance, December 31, 2014	$	1,853		656,846		(728,849	)		(70,150	)
Capital contributed to support operations		—		18,933		—			18,933
Net loss		—		—		(53,323	)		(53,323	)
Balance, December 31, 2015		1,853		675,779		(782,172	)		(104,540	)
Capital contributed to support operations		—		19,711		—			19,711
Net loss		—		—		(46,003	)		(46,003	)
Balance, December 31, 2016	$	1,853	$	695,490	$	(828,175	)	$	(130,832	)

See independent auditors’ report and accompanying notes to financial statements.

~~See independent auditors’ report and accompanying notes to financial statements.~~ 10

10USA Zhimingde International Group Corporation

~~USA Zhimingde~~STATEMENTS ~~International~~OF ~~Group~~CHANGES ~~Corporation~~IN STOCKHOLDERS’ (DEFICIT) (IN U.S. $) FOR THE YEARs ENDED DECEMBER 31, 2017 AND 2016

STATEMENTS OF CASH FLOWS (IN U.S. $)

	Common Stock		Additional Paid-in Capital		Deficit			Total

Balance, December 31, 2015	$	1,853	$	675,779	$	(782,172	)	$	(104,540	)

Capital contributed to support operations		—		19,711		—			19,711
Net loss		—		—		(46,003	)		(46,003	)

Balance, December 31, 2016		1,853		695,490		(828,175	)		(130,832	)

Capital contributed to support operations		—		21,796		—			21,796
Net loss		—		—		(46,888	)		(46,888	)

Balance, December 31, 2017	$	1,853	$	717,286	$	(875,063	)	$	(155,924	)

~~FOR THE~~See ~~YEARS~~independent ~~ENDED~~auditors’ ~~DECEMBER~~report and ~~31,~~accompanying ~~2016~~notes ~~and~~to ~~2015~~financial statements.

	2016			2015
Cash flows from operating activities
Net (loss)	$	(46,003	)	$	(53,323	)
Adjustment to reconcile net loss to net cash provided by (used in) operating activities:
Increase in accrued expenses		26,292			34,390
Accrued expenses paid by shareholder		19,711			18,933
Net cash (used in) operating activities		—			—
Net increase in cash		—			—
Cash, beginning of period		—			—
Cash, end of period	$	—		$	—
Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	—		$	—
Cash paid for interest	$	—		$	—
Noncash financing activities:
Additional capital contribution for payment of accrued expenses directly by shareholder	$	19,711		$	18,933

~~See~~USA ~~independent~~Zhimingde ~~auditors’~~International ~~report~~Group ~~and accompanying notes to financial statements.~~Corporation

11STATEMENTS OF CASH FLOWS (IN U.S. $) FOR THE YEARS ENDED DECEMBER 31, 2017 and 2016

USA Zhimingde International Group Corporation

	2017			2016

Cash flows from operating activities
Net (loss)	$	(46,888	)	$	(46,003	)
Adjustment to reconcile net loss to net cash provided by (used in) operating activities:
Increase in accrued expenses		25,092			26,292
Accrued expenses paid by shareholder		21,796			19,711

Net cash (used in) operating activities		—			—

Net increase in cash		—			—

Cash, beginning of period		—			—

Cash, end of period	$	—		$	—

Supplemental disclosure of cash flow information:

Cash paid for income taxes	$	—		$	—

Cash paid for interest	$	—		$	—

Noncash financing activities:

Additional capital contribution for payment of accrued expenses directly by shareholder	$	21,796		$	19,711

~~NOTES~~See independent auditors’ report TOand ~~FINANCIAL~~accompanying ~~STATEMENTS~~notes ~~(IN~~to ~~U.S.~~financial $) statements.

~~For the years ended December 31, 2016 and 2015~~ 12

1.USA Zhimingde ~~GENERAL~~International Group Corporation

~~Organization~~NOTES ~~and~~TO ~~Business Nature~~FINANCIAL STATEMENTS (IN U.S. $) FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

USA Zhimingde International Group Corporation (formerly, Marketing Acquisition Corporation) (the “Company”) was incorporated on July 26, 1990 in accordance with the laws of the State of Florida as Marketing Educational Corp1. ~~On June 13, 2006, the Company was reincorporated by merger in the State of Nevada.~~GENERAL

~~The~~Organization ~~Company was originally formed for the purpose of direct marketing of certain educational materials~~ and ~~photography packages. During 1991, the Company completed~~Business ~~a public offering of 150,000 units of common stock, through a Registration Statement on Form S-18 (Registration No.33-37039-A).~~Nature

~~The~~USA ~~Company~~Zhimingde ~~has had no operations~~International ~~since~~Group ~~1992~~Corporation ~~and~~(formerly, isMarketing ~~currently~~Acquisition aCorporation) ~~“shell~~(the ~~company~~“Company”) aswas ~~defined~~incorporated inon ~~Rule~~July ~~405~~26, ~~under~~1990 ~~the Securities Act of 1933 (“Securities~~in ~~Act”)~~accordance ~~and~~with ~~Rule~~the ~~12b-2~~laws ~~under~~of the ~~Securities~~State ~~Exchange~~of ~~Act~~Florida ofas ~~1934~~Marketing ~~(“Exchange~~Educational ~~Act”)~~Corp. ~~The~~On ~~Company~~June is13, ~~defined~~2006, asthe ~~a shell~~Company ~~company~~was ~~because~~reincorporated by itmerger ~~has~~in nothe ~~operations~~State orof ~~assets~~Nevada.

OnThe ~~December~~Company 7,was ~~2012,~~originally ~~USA Zhimingde~~formed ~~International~~for ~~Group~~the ~~Inc.,~~purpose aof ~~New~~direct ~~Jersey~~marketing ~~corporation (“Zhimingde Inc.”) purchased 1,687,502 shares~~ of ~~the~~certain ~~Company’s common~~educational ~~stock~~materials ~~from Halter Financial Investments, L.P., Glenn A. Little~~ and ~~The~~photography ~~Halter Group, Inc~~packages. ~~pursuant~~During ~~to a Securities Purchase Agreement (the “Purchase”). Following the Purchase~~1991, ~~Zhimingde Inc. owned approximately 91% of~~ the ~~voting securities of the~~ Company. ~~The Purchase resulted in~~ completed a ~~change~~public inoffering ~~control~~ of ~~the Company. Subsequently~~150,000 ~~the~~units ~~Company~~of ~~changed~~common ~~its~~stock, ~~name~~through toa ~~USA Zhimingde~~Registration ~~International~~Statement ~~Group Corporation, effective~~ on ~~February~~Form 4,S-18 ~~2013~~(Registration No.33-37039-A).

The Company has had no operations since 1992 and is currently a “shell company” as defined in Rule 405 under the Securities Act of 1933 (“Securities Act”) and Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”). ~~ACCOUNTING~~The ~~POLICIES~~Company is defined as a shell company because it has no operations or assets.

~~Basis~~On December 7, 2012, USA Zhimingde International Group Inc., a New Jersey corporation (“Zhimingde Inc.”) purchased 1,687,502 shares of ~~Accounting~~the Company’s common stock from Halter Financial Investments, L.P., Glenn A. Little and ~~Presentation~~The Halter Group, Inc. pursuant to a Securities Purchase Agreement (the “Purchase”). Following the Purchase, Zhimingde Inc. owned approximately 91% of the voting securities of the Company. The Purchase resulted in a change in control of the Company. Subsequently, the Company changed its name to USA Zhimingde International Group Corporation effective on February 4, 2013.

~~The~~2. ~~accompanying~~ACCOUNTING ~~financial statements have been prepared using the accrual basis in accordance with accounting principles generally accepted in the United States of America.~~POLICIES

~~Cash~~Basis ~~and~~of ~~Cash~~Accounting ~~Equivalents~~and Presentation

The ~~Company~~accompanying ~~considers~~financial ~~all highly~~statements ~~liquid~~have ~~investments~~been ~~with~~prepared anusing ~~original~~the ~~maturity~~accrual ofbasis ~~three~~in ~~months~~accordance orwith ~~less~~accounting ~~when~~principles ~~purchased~~generally toaccepted bein ~~cash~~the ~~equivalents.~~United AsStates of ~~December 31,~~ ~~2016 and 2015, the Company does not have any cash or cash equivalents~~America.

12Cash and Cash Equivalents

~~USA~~The Company considers all highly ~~Zhimingde~~liquid ~~International~~investments ~~Group~~with ~~Corporation~~an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2017 and 2016, the Company does not have any cash or cash equivalents.

~~NOTES TO FINANCIAL STATEMENTS (IN U.S. $)~~ 13

~~For~~USA ~~the~~Zhimingde ~~years~~International ~~ended~~Group ~~December 31, 2016 and 2015~~Corporation

2.NOTES ~~ACCOUNTING~~TO ~~POLICIES~~FINANCIAL STATEMENTS (~~CONTINUED~~IN U.S. $) FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

~~Use~~2. ofACCOUNTING ~~Estimates~~POLICIES (CONTINUED)

~~The~~Use ~~preparation~~ of 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 of the financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from these estimates.Estimates

~~Income~~The ~~Taxes~~preparation of 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 of the financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from these estimates.

~~The Company accounts for income taxes in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Section 740, “~~Income Taxes” (“ASC 740”), which requires the recognition of deferred income taxes for differences between the basis of assets and liabilities for financial statement and income tax purposes. Deferred tax assets and liabilities represent the future tax consequences for those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred tax assets are also recognized for operating losses that are available to offset future taxable income. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.

The Company accounts for ~~uncertain~~income ~~tax~~taxes ~~positions~~ in accordance with ~~ASC~~the ~~Section~~Financial ~~740-10,~~Accounting ~~which~~Standards ~~prescribes~~Board a(“FASB”) ~~recognition~~Accounting ~~threshold~~Standards ~~and~~Codification ~~measurement process for financial~~(“ASC”) ~~statement~~Section ~~recognition~~740, ~~and~~“Income ~~measurement~~Taxes” of(“ASC a740”), ~~tax~~which ~~position~~requires ~~taken~~the orrecognition ~~expected~~of todeferred beincome ~~taken~~taxes for indifferences abetween ~~tax~~the ~~return.~~basis ~~The~~of ~~guidance~~assets ~~also~~and ~~prescribes direction~~liabilities onfor ~~de-recognition,~~financial ~~classification,~~statement and ~~accounting~~income ~~for~~tax ~~interest~~purposes. Deferred tax assets and ~~payables~~liabilities inrepresent the ~~financial~~future ~~statements.~~tax ~~The~~consequences ~~Company classifies~~for ~~interest~~those ~~expense~~differences, ~~and~~which ~~any~~will ~~related~~either ~~penalties~~be ~~related~~taxable toor ~~income~~deductible ~~tax~~when ~~uncertainties~~the assets asand aliabilities ~~component~~are ofrecovered ~~income~~or ~~tax expense~~settled. No ~~interest~~Deferred ortax ~~penalties~~assets ~~have~~are ~~been~~also recognized asfor ofoperating ~~December~~losses ~~31,~~that ~~2016~~are ~~and~~available to ~~2015.~~offset ~~The~~future ~~Company~~taxable ~~does~~income. ~~not~~A ~~expect~~valuation ~~any~~allowance ~~significant~~is ~~changes in~~established ~~unrecognized~~when ~~tax~~necessary ~~benefits~~to ~~within~~reduce ~~twelve~~deferred ~~months~~tax ofassets to the ~~reporting~~amount expected ~~date~~to be realized.

13The Company accounts for uncertain tax positions in accordance with ASC Section 740-10, which prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The guidance also prescribes direction on de-recognition, classification, and accounting for interest and payables in the financial statements. The Company classifies interest expense and any related penalties related to income tax uncertainties as a component of income tax expense. No interest or penalties have been recognized as of December 31, 2017 and 2016. The Company does not expect any significant changes in unrecognized tax benefits within twelve months of the reporting date.

~~USA Zhimingde International Group Corporation~~ 14

~~NOTES~~USA TOZhimingde ~~FINANCIAL~~International ~~STATEMENTS~~Group ~~(IN U.S. $)~~ Corporation

~~for the~~NOTES ~~years~~TO ~~ended~~FINANCIAL ~~December~~STATEMENTS (IN U.S. $) FOR THE YEARS ENDED DECEMBER 31, ~~2016~~2017 ~~and~~AND ~~2015~~2016

ACCOUNTING POLICIES (CONTINUED)

Net Earnings (Loss) Per Share

The Company computes net income (loss) per common share in accordance with FASB ASC 260, “Earnings per Share” (“ASC 260”). ~~Under~~ Under the provisions of ASC 260, basic net income (loss) per common share is computed by dividing the amount available to common ~~stockholders~~ stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted income per common share is computed by dividing the amount available to common stockholders by the weighted average number of shares of common stock outstanding plus the effect of any dilutive shares outstanding during the period. Potential dilutive shares are not included when the Company has a loss because their inclusion would be antidilutive. Accordingly, the number of weighted average shares outstanding, as well as the amount of net (loss) per share are presented for basic and diluted per share calculations for the years ended December 31, 2017 ~~2016~~ and ~~2015~~2016, reflected in the accompanying statements of operation. There were no dilutive shares outstanding during the ~~year~~ year ended December 31, ~~2016~~2017 and ~~2015~~2016.

Fair Value of Financial Instruments

The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820 “Fair Value Measurements and Disclosures” which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

ASC 820 defines fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value as follows:

● Level 1 - quoted prices in active markets for identical assets or liabilities.

●

Level 2 - inputs other than quoted prices in active markets that are observable either directly or indirectly.

●

Level 3 - inputs based on prices or valuation techniques that are both unobservable and significant to the fair value markets.

The Company did not identify any assets or liabilities that are required to be presented at fair value on a recurring basis. Carrying values of non-derivative financial instruments, including accrued expenses, approximated its fair value due to the short maturity of these financial instruments. There were no changes in methods or assumptions during the periods presented.

14 15

USA Zhimingde International Group Corporation

NOTES TO FINANCIAL STATEMENTS (IN U.S. $) FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

~~for the~~3. ~~years~~RECENTLY ~~ended~~ISSUED ~~December~~ACCOUNTING ~~31, 2016 and 2015~~STANDARDS

3In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. ~~RECENTLY~~This ~~ISSUED~~ASU ~~ACCOUNTING~~addresses the ~~STANDARDS~~classification of certain specific cash flow issues including debt prepayment or extinguishment costs, settlement of certain debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of certain insurance claims and distributions received from equity method investees. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. An entity that elects early adoption must adopt all of the amendments in the same period. The Company is currently evaluating the effect this ASU will have on its consolidated statement of cash flows.

In ~~August~~April, 2016, the FASB issued ASU No. 2016-1510, ~~Statement~~Revenue ofwith ~~Cash~~Contracts ~~Flows~~with ~~(Topic 230)~~Customers: ~~Classification~~Identifying ofPerformance ~~Certain~~Obligations ~~Cash Receipts~~ and ~~Cash~~Licensing, ~~Payments.~~which ~~This~~is ~~ASU~~an ~~addresses~~amendment ~~the~~to ~~classification~~ASU ofNo. ~~certain~~2014-09 ~~specific~~that ~~cash~~clarifies ~~flow issues including debt prepayment or extinguishment costs, settlement of certain debt instruments, contingent consideration payments made after a business combination, proceeds from~~ the ~~settlement~~aspects of ~~certain insurance~~identifying ~~claims~~performance ~~and~~obligations ~~distributions received from equity method investees. This ASU is effective for fiscal years beginning after December 15, 2017,~~ and ~~interim~~the ~~periods~~licensing ~~within~~implementing ~~those fiscal years~~guidance, ~~with early adoption permitted. An entity that elects early adoption~~while ~~must~~retaining ~~adopt all of~~ the ~~amendments~~related inprinciples ~~the~~within ~~same~~those ~~period~~areas. The ~~Company~~implementation isguidelines ~~currently~~follow ~~evaluating the effect this~~ ASU ~~will~~No. ~~have on its consolidated statement of cash flows~~2014-09.

In ~~April,~~February 2016, the FASB issued ASU No. 2016-1002, ~~Revenue~~Leases. ~~with~~The ~~Contracts~~new ~~with~~standard ~~Customers:~~establishes ~~Identifying~~a ~~Performance~~right-of-use ~~Obligations~~(“ROU”) ~~and~~model ~~Licensing,~~that ~~which~~requires isa anlessee ~~amendment~~ to ~~ASU~~record a NoROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. ~~2014-09~~Leases ~~that~~will ~~clarifies~~be classified as either finance or operating, with classification affecting the ~~aspects~~pattern of ~~identifying~~expense ~~performance~~recognition ~~obligations~~in ~~and~~ the ~~licensing~~income ~~implementing~~statement. ~~guidance,~~The ~~while~~new ~~retaining~~standard ~~the~~is ~~related~~effective ~~principles~~for fiscal years beginning after December 15, 2018, including interim periods within those ~~areas~~fiscal years. A ~~The~~modified ~~implementation~~retrospective ~~guidelines~~transition ~~follow~~approach ~~ASU~~is Norequired for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. ~~2014-09~~This accounting standard update is not expected to have a material impact on the Company’s financial statements.

In ~~February~~November ~~2016~~2015, the FASB issued ASU No. ~~2016~~2015-0217, ~~Leases.~~Income ~~The~~Taxes ~~new standard establishes a right-of-use~~ (~~“ROU”~~Topic 740): ~~model~~Balance ~~that~~Sheet ~~requires~~Classification aof ~~lessee~~Deferred toTaxes ~~record a~~(ASU ~~ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating~~2015-17), ~~with~~which ~~classification affecting~~ simplifies the ~~pattern~~presentation of ~~expense~~deferred ~~recognition in the~~ income ~~statement.~~taxes ~~The~~by ~~new standard~~requiring isdeferred ~~effective~~tax ~~for~~assets ~~fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital~~ and ~~operating~~liabilities ~~leases~~be ~~existing~~classified ~~at,~~as ornoncurrent ~~entered~~on ~~into after,~~ the ~~beginning of the earliest comparative period presented in the financial statements, with certain practical expedients~~balance ~~available~~sheet. This accounting standard update is not expected to have a material impact on the Company’s financial statements.

In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes (ASU 2015-17), which simplifies the presentation of deferred income taxes by requiring deferred tax assets and liabilities be classified as noncurrent on the balance sheet. This accounting standard update is not expected to have a material impact on the Company’s financial statements. 16

15USA Zhimingde International Group Corporation

~~USA Zhimingde~~NOTES ~~International~~TO ~~Group~~FINANCIAL ~~Corporation~~STATEMENTS (IN U.S. $) FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

~~NOTES TO~~4. ~~FINANCIAL~~RELATED ~~STATEMENTS~~PARTY ~~(IN U.S. $)~~TRANSACTIONS

~~for~~ During the years ended December 31, 2017 and 2016, the Company received additional capital contributions to support its operations from its major stockholder or his affiliates of $21,796 and ~~2015~~$19,711, respectively.

45. ~~RELATED~~INCOME ~~PARTY TRANSACTIONS~~TAXES

~~During~~The ~~the~~provision ~~years~~(benefit) ~~ended December~~for ~~31,~~income ~~2016~~taxes ~~and~~consisted ~~2015,~~of the ~~Company~~following ~~received~~for ~~additional~~the ~~capital~~years ~~contributions~~ended toDecember ~~support its operations from its major stockholder or his affiliates of $19~~31,~~711~~ 2017 and ~~$18,933, respectively.~~2016:

5. INCOME TAXES

	2017			2016

Current	$	—		$	—
Deferred		67,300			(19,300	)
Change in valuation allowance		(67,300	)		19,300

Income tax provision (benefit)	$	—		$	—

The Company uses the liability ~~provision~~method, ~~(benefit)~~where ~~for~~deferred ~~income~~tax ~~taxes~~assets ~~consisted~~and liabilities are determined based on the expected future tax consequences of temporary differences between the ~~following~~carrying amounts of assets and liabilities for financial and income tax reporting purposes. There is a $67,200 net decrease in the ~~years~~deferred tax assets during the year ended December 31, ~~2016~~2017 ~~and~~due ~~2015:~~to the change of the Federal corporate tax rate from 34% to 21%.

	2016			2015
Current	$	—		$	—
Deferred		(19,300	)		(22,400	)
Change in valuation allowance		19,300			22,400
Income tax provision (benefit)	$	—		$	—

The following table reconciles the effective income tax rates with the statutory rates for the years ended December 31:

	2017			2016

U.S. federal statutory rate		21.0	%		42.0	%
Change in valuation allowance		(21.0	)		(42.0	)

Effective income tax rate		—	%		—	%

	2016			2015
U.S. federal statutory rate		42.0	%		42.0	%
Change in valuation allowance		(42.0	)		(42.0	)
Effective income tax rate		—	%		—	%

Deferred tax assets are comprised of the following:

	December 31,
	2017			2016

Net operating loss carryforwards	$	85,600		$	152,900
Valuation allowance		(85,600	)		(152,900	)

Net deferred tax assets	$	—		$	—

	December 31,
	2016			2015
Net operating loss carryforwards	$	152,900		$	133,600
Valuation allowance		(152,900	)		(133,600	)
Net deferred tax assets	$	—		$	—

16USA Zhimingde International Group Corporation

~~USA Zhimingde~~NOTES ~~International~~TO ~~Group~~FINANCIAL ~~Corporation~~STATEMENTS (IN U.S. $) FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

~~NOTES TO~~5. ~~FINANCIAL~~INCOME ~~STATEMENTS~~TAXES (~~IN U.S. $~~CONTINUED)

~~for~~At December 31, 2017, the Company had approximately $408,000 of federal net operating losses that may be available to offset future taxable income. The Federal net operating loss carryover, if not utilized, will expire beginning in 2027. Through 2036, the ~~years~~amount ~~ended~~and utilization of any future net operating loss carry-forwards may be subject to limitations set forth by the Internal Revenue Code. Based upon an analysis of the Company’s stock ownership activity through December 31, ~~2016~~2012, ~~and~~a ~~2015~~change of ownership was deemed to have occurred in 2012. This change of ownership created an annual limitation of substantially all of the Company’s net operating losses which are available through 2036.

5The Company assesses the likelihood that deferred tax assets will be realized. ~~INCOME~~To ~~TAXES~~the ~~(CONTINUED)~~extent that realization is not likely, a valuation allowance is established. Based upon the Company’s losses since inception, management believes that it is more likely than not that future benefit of the deferred tax asset will not be realized principally due to the continuing losses from operations and the change of ownership limitations and has therefore established a full valuation allowance. The valuation allowance was decreased by $ 67,300 during the year ended December 31, 2017 and increased by $19,300 during the years ended December 31, 2016.

AtThe ~~December~~tax ~~31,~~years ~~2016,~~ended ~~the Company~~December ~~had approximately $364~~31,~~000~~ ~~of federal net operating losses that may be available to offset future taxable income. The Federal net operating loss carryover~~2014, if2015 ~~not utilized, will expire beginning in 2026. Through 2036, the amount~~ and ~~utilization~~2016 ofremain ~~any~~open ~~future net operating loss carry-forwards may be subject~~ to ~~limitations~~examination ~~set forth~~ by the ~~Internal~~taxing ~~Revenue Code~~authorities. Based upon an analysis of the Company’s stock ownership activity through December 31, 2012, a change of ownership was deemed to have occurred in 2012. This change of ownership created an annual limitation of substantially all of the Company’s net operating losses which are available through 2031.

~~The Company assesses the likelihood that deferred tax assets will be realized~~6. ToGoing the extent that realization is not likely, a valuation allowance is established. Based upon the Company’s losses since inception, management believes that it is more likely than not that future benefit of the deferred tax asset will not be realized principally due to the continuing losses from operations and the change of ownership limitations and has therefore established a full valuation allowance. The valuation allowance increased by $19,300 and $22,400 during the years ended December 31, 2016 and 2015, respectively.concern

The ~~tax~~Company has not generated any revenue, nor any significant operations during the years ended December 31, 2017 and 2016. The Company does not have any assets as of December 31, ~~2013~~2017. As of December 31, ~~2014~~2017, the Company had a working capital deficiency and ~~2015~~a ~~remain~~stockholders’ ~~open~~deficit of $155,924. The Company continues to ~~examination~~incur bylosses from operations and has incurred a net loss of approximately $47,000 and $46,000 during the ~~taxing~~years ~~authorities~~ended December 31, 2017 and 2016, respectively. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

6The Company’s current business plan is to seek an acquisition or merger with a private operating company. ~~Going~~However, ~~concern~~there can be no assurance that the Company will be able to successfully consummate an acquisition or merger with a private operating company or, that the Company will identify any debt or equity financing sources to finance a potential acquisition or merger. If unable to obtain financing, the Company may be unable to complete its business plan, and would, instead, delay all cash intensive activities. The Company will continue to be dependent on additional capital contributions from its major stockholder for cash flow, which may not be available. Without necessary cash flow, the Company may become dormant during the next twelve months, or until such time necessary funds could be raised.

The Company has not generated any revenue, nor any significant operations during the years ended December 31, 2016 and 2015. The Company does not have any assets as of December 31, 2016. As of December 31, 2016, the Company had a working capital deficiency and a stockholders’ deficit of $130,832. The Company continues to incur losses from operations and has incurred a net loss of approximately $46,000 and $53,000 during the years ended December 31, 2016 and 2015, respectively. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. 18

~~The Company’s current~~USA ~~business~~Zhimingde ~~plan~~International isGroup to seek an acquisition or merger with a private operating company. However, there can be no assurance that the Company will be able to successfully consummate an acquisition or merger with a private operating company or, that the Company will identify any debt or equity financing sources to finance a potential acquisition or merger. If unable to obtain financing, the Company may be unable to complete its business plan, and would, instead, delay all cash intensive activities. The Company will continue to be dependent on additional capital contributions from its major stockholder for cash flow, which may not be available. Without necessary cash flow, the Company may become dormant during the next twelve months, or until such time necessary funds could be raised.Corporation

17NOTES TO FINANCIAL STATEMENTS (IN U.S. $) FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

~~USA Zhimingde~~6. ~~International~~Going ~~Group~~concern ~~Corporation~~(CONTINUED)

~~NOTES~~Accordingly, the accompanying TOfinancial ~~FINANCIAL~~statements ~~STATEMENTS~~have ~~(IN~~been Uprepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business.S The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. $)The financial statements do not include any adjustment that might result from the outcome of this uncertainty.

~~for the~~7. ~~years~~SUBSEQUENT ~~ended December 31, 2016 and 2015~~EVENTS

6The Company’s management has performed subsequent events procedures through April 8, 2018, which is the date the financial statements were available to be issued. ~~Going~~No ~~concern~~subsequent ~~(CONTINUED)~~events required adjustment to the financial statements or disclosures as stated herein.

Accordingly, the accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The financial statements do not include any adjustment that might result from the outcome of this uncertainty. 19

18Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

~~Item~~Not ~~9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure~~Applicable

~~Not~~Item ~~Applicable~~9A. Controls and Procedures

~~Item~~Evaluation ~~9A.~~of Disclosure Controls and Procedures. Our Chief Executive Officer and our only officer, carried out an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule13a-15(e) promulgated by the Securities and Exchange Commission) as of December 31, 2017. The evaluation revealed that there are material weaknesses in our disclosure controls, specifically:

~~Evaluation~~● ofThere ~~Disclosure~~are ~~Controls~~no ~~and Procedures. Our~~management ~~Chief Executive Officer and our only officer~~controls, ~~carried~~as ~~out~~a ansingle ~~evaluation~~person offunctions ~~the~~as ~~effectiveness~~sole ofofficer ~~the Company’s disclosure controls~~ and ~~procedures~~sole ~~(as~~member ~~defined~~of ~~in Rule13a-15(e) promulgated by~~ the ~~Securities~~Board ~~and Exchange Commission) as~~ of ~~December 31, 2016~~Directors. ~~The evaluation revealed that there are material weaknesses in our disclosure controls, specifically:~~

● ~~There~~Having ~~are~~only noone ~~management~~individual ~~controls,~~responsible asfor aaccounting ~~single person~~ functions asprevents ~~sole~~us ~~officer~~from ~~and~~segregating ~~sole~~duties ~~member~~within ofour ~~the~~internal ~~Board~~control ~~of Directors~~system.

● ~~Having~~Most ~~only~~of ~~one~~our ~~individual~~accounting ~~responsible~~functions ~~for~~are ~~accounting~~outsourced, ~~functions~~which ~~prevents~~limits usour ~~from~~ability ~~segregating~~to ~~duties~~assure ~~within~~that our ~~internal~~accounting ~~control~~policies ~~system~~are applied consistently.

●Based ~~Most~~on ofhis ~~our~~evaluation, ~~accounting~~he ~~functions~~concluded ~~are~~that the ~~outsourced,~~Company’s ~~which~~system ~~limits~~of ~~our~~disclosure ~~ability~~controls toand ~~assure~~procedures ~~that~~was ~~our~~not ~~accounting~~effective ~~policies~~as ~~are~~of ~~applied~~December ~~consistently~~31, 2017.

~~Based~~Changes onin ~~his~~Internal Controls. There was no change in internal controls over financial reporting (as defined in Rule 13a-15(f) promulgated under the Securities Exchange Act of 1934) identified in connection with the evaluation, hedescribed ~~concluded~~in the preceding paragraph that occurred during the Company’s fourth ~~system~~fiscal ofquarter ~~disclosure~~that ~~controls~~has ~~and~~materially ~~procedures~~affected ~~was~~or ~~not~~is ~~effective~~reasonably aslikely ofto ~~December~~materially ~~31,~~affect ~~2016~~the Company’s internal control over financial reporting.

Changes in Internal Controls. There was no change in internal controls over financial reporting (as defined in Rule 13a-15(f) promulgated under the Securities Exchange Act of 1934) identified in connection with the evaluation described in the preceding paragraph that occurred during the CompanyManagement’s Report ~~fourth~~on ~~fiscal~~Internal ~~quarter~~Control ~~that has materially affected or is reasonably likely to materially affect the Company’s internal control~~ over ~~financial~~Financial ~~reporting.~~Reporting

Management’s ~~Report~~of the Company onis responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. We have assessed the effectiveness of those internal controls as of December 31, 2016, using the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) Internal Control ~~over~~– ~~Financial~~Integrated Framework ~~Reporting~~(2013) as a basis for our assessment.

~~Management~~Because of ~~the~~inherent ~~Company~~limitations, isinternal ~~responsible~~control ~~for~~over ~~establishing~~financial ~~and~~reporting ~~maintaining~~may ~~adequate~~not ~~internal~~prevent ~~control~~or ~~over~~detect ~~financial~~misstatements. ~~reporting~~Projections asof ~~defined~~any inevaluation ~~Rule~~of ~~13a-15(f)~~effectiveness ~~under~~to future periods are subject to the ~~Securities~~risk ~~Exchange~~that ~~Act~~controls may become inadequate because of ~~1934.~~changes Wein ~~have~~conditions, ~~assessed~~or that the ~~effectiveness~~ degree of ~~those~~compliance ~~internal~~with ~~controls~~the aspolicies ofand ~~December~~procedures 31may deteriorate. All internal control systems, ~~2016~~no matter how well designed, have ~~using~~inherent ~~the~~limitations. ~~Committee~~Therefore, ofeven ~~Sponsoring~~those ~~Organizations~~systems ofdetermined ~~the~~to ~~Treadway~~be ~~Commission~~effective ~~(“COSO”)~~can ~~Internal~~provide ~~Control~~only –reasonable ~~Integrated Framework~~assurance ~~(2013)~~with asrespect to afinancial ~~basis~~statement ~~for~~preparation ~~our~~and ~~assessment~~presentation.

Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. 20

19A material weakness in internal controls is a deficiency in internal control, or combination of control deficiencies, that adversely affects the Company’s ability to initiate, authorize, record, process, or report external financial data reliably in accordance with accounting principles generally accepted in the United States of America such that there is more than a remote likelihood that a material misstatement of the Company’s annual or interim financial statements that is more than inconsequential will not be prevented or detected. In the course of making our assessment of the effectiveness of internal controls over financial reporting, we identified three material weaknesses in our internal control over financial reporting. These material weaknesses consisted of:

~~A material weakness in~~a. Inadequate ~~internal~~staffing ~~controls~~and issupervision awithin ~~deficiency~~the inbookkeeping ~~internal~~operations ~~control,~~of orour ~~combination~~company. ofThere ~~control~~is ~~deficiencies,~~only ~~that~~one ~~adversely~~individual ~~affects~~who ~~the~~is ~~Company’s~~responsible ~~ability~~for tobookkeeping ~~initiate,~~functions. ~~authorize,~~This ~~record,~~prevents ~~process,~~us orfrom ~~report~~segregating ~~external~~duties ~~financial~~within ~~data~~our ~~reliably~~internal incontrol ~~accordance~~system. ~~with~~The ~~accounting~~inadequate ~~principles~~segregation ~~generally accepted in the United States~~ of ~~America~~duties ~~such that there~~ is ~~more than~~ a ~~remote~~weakness ~~likelihood~~because ~~that~~it acould ~~material~~lead ~~misstatement of~~to the ~~Company’s~~untimely ~~annual~~identification orand ~~interim~~resolution ~~financial statements that is more than inconsequential will not be prevented or detected. In the course~~ of ~~making~~accounting ~~our~~and ~~assessment~~disclosure ~~of the effectiveness of internal controls over financial reporting, we identified three~~matters ~~material~~or ~~weaknesses~~could inlead ~~our~~to ~~internal~~a ~~control~~failure ~~over~~to ~~financial~~perform ~~reporting.~~timely ~~These~~and ~~material~~effective ~~weaknesses consisted of:~~reviews.

ab. ~~Inadequate~~Outsourcing ~~staffing and supervision within~~ the ~~bookkeeping~~accounting operations of our company. ~~There~~Because there is only one ~~individual~~person ~~who~~in isour ~~responsible for~~administration, ~~bookkeeping~~we ~~functions.~~outsource ~~This~~most ~~prevents~~of usthe accounting ~~from~~functions ~~segregating~~of ~~duties~~our ~~within~~Company ~~our~~to ~~internal~~an ~~control~~independent ~~system~~accountant. ~~The~~This ~~inadequate~~accountant ~~segregation~~is not directly supervised by the Company’s ofmanagement. ~~duties~~This is a material weakness because it could ~~lead~~result toin ~~the~~differences ~~untimely~~between ~~identification~~the ~~and~~accounting ~~resolution~~policies ofadopted ~~accounting~~by ~~and~~our ~~disclosure matters~~Board orof ~~could~~Directors ~~lead~~and tothe aaccounting ~~failure~~practices toapplied ~~perform~~by ~~timely~~the ~~and effective reviews~~accountant.

bc. ~~Outsourcing~~ Lack ~~the~~of ~~accounting~~independent ~~operations~~control ofover ~~our~~related ~~company~~party transactions. ~~Because~~Zhongquan ~~there~~Zou is ~~only~~the ~~one~~sole ~~person~~director inand ~~our~~sole ~~administration,~~officer ~~we outsource most~~ of ~~the~~USA Zhimingde ~~accounting~~International ~~functions~~Group ofCorporation. ~~our~~From ~~Company~~time to antime ~~independent accountant~~Mr. ~~This~~Zou ~~accountant~~or isone ~~not~~of ~~directly~~his ~~supervised~~affiliates bywill ~~the~~make ~~Company’s~~loans or capital contributions to ~~management.~~finance ~~This~~the isoperations aof ~~material~~the ~~weakness~~Company. ~~because~~The itabsence ~~could~~of ~~result~~other indirectors ~~differences~~or ~~between~~officers ~~the~~to ~~accounting~~review ~~policies~~these ~~adopted~~transactions byis ~~our~~a ~~Board~~weakness because ofit ~~Directors~~could ~~and~~lead ~~the~~to ~~accounting~~improper ~~practices~~classification ~~applied~~of bysuch ~~the~~related ~~accountant~~party transactions.

~~c. Lack of~~Management ~~independent~~does ~~control~~not ~~over~~believe that ~~related~~the ~~party~~current ~~transactions.~~level ~~Zhongquan~~of ~~Zou is~~ the ~~sole~~Company’s ~~director~~operations ~~and~~warrants ~~sole~~a ~~officer~~remediation of ~~USA~~the ~~Zhimingde International~~weaknesses ~~Group~~identified ~~Corporation.~~in ~~From~~this ~~time to time Mr~~assessment. However, ~~Zou~~because ~~or one~~ of ~~his~~the ~~affiliates~~above ~~will~~conditions, ~~make~~management’s ~~loans~~assessment oris ~~capital~~that ~~contributions to finance~~ the ~~operations of the~~ Company.’s ~~The~~internal ~~absence~~controls ofover ~~other directors or officers to review these transactions is a weakness because~~financial itreporting ~~could~~were ~~lead~~not toeffective ~~improper~~as ~~classification~~ of ~~such~~December ~~related~~31, ~~party transactions~~2017.

~~Management~~This ~~does~~annual ~~not~~report ~~believe~~does ~~that~~not ~~the~~include ~~current~~an ~~level~~attestation ofreport from the Company’s ~~operations~~independent ~~warrants~~registered apublic ~~remediation~~accounting offirm ~~the~~regarding ~~weaknesses~~internal ~~identified~~control over infinancial ~~this assessment~~reporting. ~~However,~~ ~~because~~Management’s ofreport ~~the~~was ~~above~~not ~~conditions,~~subject ~~management’s~~to ~~assessment~~attestation isby ~~that~~ the Company’s ~~internal~~independent ~~controls over financial~~registered ~~reporting~~public ~~were~~accounting ~~not~~firm ~~effective~~pursuant asto rules of ~~December~~the ~~31,~~Securities ~~2016~~and Exchange Commission that permit the Company to provide only management’s report in this annual report.

This annual report does not include an attestation report from the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report. 21

20Item 9B. Other Information

~~Item 9B Other Information~~None.

~~None.~~PART III

~~PART~~Item ~~III~~10. Directors, Executive Officers and Corporate Governance

~~Item~~The officers ~~10.~~and ~~Directors,~~directors ~~Executive~~of ~~Officers~~the ~~and~~Company ~~Corporate Governance~~are:

The officers and directors of the Company are:

			Director
Name	Age	Position with the Company	Since
Zhongquan Zou	50	Director, Chief Executive Officer,	2012
		Chief Financial Officer

Name	Age	Position with the Company	Director Since
Zhongquan Zou	49	Director, Chief Executive Officer,	2012
		Chief Financial Officer

Directors hold office until the annual meeting of the Company’s stockholders and the election and qualification of their successors. Officers hold office, subject to removal at any time by the Board, until the meeting of directors immediately following the annual meeting of stockholders and until their successors are appointed and qualified.

~~Directors~~Zhongquan Zou. ~~hold~~Mr. ~~office~~Zou ~~until~~is the ~~annual~~founder ~~meeting~~of Beijing Zhimingde Technology Co. Ltd. and its affiliates, including USA Zhimingde International Group, Inc., which is the majority shareholder of the Company’s. ~~stockholders~~These entities are primarily engaged in the manufacture, marketing and distribution of certain herbal products in China. He has been the ~~election~~Chairman and ~~qualification~~President of Beijing ~~their~~Zhimingde ~~successors~~Technology Co. ~~Officers~~Ltd. ~~hold~~since ~~office~~2008, ~~subject~~the toChairman ~~removal~~and President of ZMD Bio-engineering (HK) Group, a corporation atincorporated ~~any~~under ~~time~~the bylaws of Hong Kong since 2008, the ~~Board~~Chairman and President of ZMD Science and Technology Company Limited, a ~~until~~company incorporated under the ~~meeting~~laws of ~~directors~~Hong ~~immediately~~Kong ~~following~~since 2008, and the ~~annual~~Chairman ~~meeting~~and President of ~~stockholders~~US Zhimingde International Group, LLC, a New York entity since 2010. Mr. Zou was the Chairman and ~~until~~General ~~their~~Manager of Jilin Yanbian Pharmaceutical Co. Ltd. since ~~successors~~1999. ~~are~~Mr. ~~appointed~~Zou has been Vice President of the Health Care Association of China since 2008, Vice President of the Medicine Quality Management Association of China since 2009, Member of the National Committee of the Chinese People’s Political Consultative Conference of Korean Autonomous Prefecture of Yanbian since 2010, Party Member of the China Democratic National Construction Association since 2011, and ~~qualified~~Member of the Beijing Federation of Industry and Commerce since 2011. Mr. Zou obtained a graduate degree in business management from Jinlin University in 1997.

~~Zhongquan Zou.~~Audit Mr. Zou is the founder of Beijing Zhimingde Technology Co. Ltd. and its affiliates, which are primarily engaged in the manufacture, marketing and distribution of certain herbal products in China. He has been the Chairman and President of Beijing Zhimingde Technology Co. Ltd. since 2008, the Chairman and President of ZMD Bio-engineering (HK) Group, a corporation incorporated under the laws of Hong Kong since 2008, the Chairman and President of ZMD Science and Technology Company Limited, a company incorporated under the laws of Hong Kong since 2008, and the Chairman and President of US Zhimingde International Group, LLC, a New York entity since 2010. Mr. Zou was the Chairman and General Manager of Jilin Yanbian Pharmaceutical Co. Ltd. since 1999. Mr. Zou has been Vice President of the Health Care Association of China since 2008, Vice President of the Medicine Quality Management Association of China since 2009, Member of the National Committee of the Chinese People’s Political Consultative Conference of Korean Autonomous Prefecture of Yanbian since 2010, Party Member of the China Democratic National Construction Association since 2011, and Member of the Beijing Federation of Industry and Commerce since 2011. Mr. Zou obtained a graduate degree in business management from Jinlin University in 1997.

The Board of Directors has not appointed an Audit Committee. The functions that would be performed by an Audit Committee are performed by the Board of Directors. The Board of Directors does not have an “audit committee financial expert,” because there is only one Board member.

21Code of Ethics

~~Code~~The Company has not adopted a formal code of ~~Ethics~~ethics applicable to its executive officers. The Board of Directors has determined that the Company’s financial operations are not sufficiently complex to warrant adoption of a formal code of ethics.

~~The Company has not adopted a formal code~~Section ~~of ethics applicable to its executive officers. The Board of Directors has determined that the Company’s financial operations are not sufficiently complex to warrant adoption of~~ 16(a) ~~formal~~Beneficial ~~code~~Ownership ofReporting ~~ethics.~~Compliance

None of the officers, directors or beneficial owners of more than 10% of the Company’s common stock failed to file on a timely basis the reports required by Section 16(a) ~~Beneficial~~of ~~Ownership~~the ~~Reporting~~Exchange ~~Compliance~~Act during the year ended December 31, 2017.

~~None~~Item of11. ~~the~~Executive officers, directors or beneficial owners of more than 10% of the Company’s common stock failed to file on a timely basis the reports required by Section 16(a) of the Exchange Act during the year ended December 31, 2016.Compensation

~~Item~~The following ~~11.~~table sets forth all compensation awarded to, earned by, or paid by USA Zhimingde International Group Corporation to its Chief Executive ~~Compensation~~Officer during the past three fiscal years. There was no officer or employee whose compensation for 2016 exceeded $100,000.

The following table sets forth all compensation awarded to, earned by, or paid by USA Zhimingde International Group Corporation to its Chief Executive Officer during the past three fiscal years. There was no officer or employee whose compensation for 2016 exceeded $100,000.

	Fiscal Year	Salary	Bonus	Stock Awards	Option Awards	Other Compensation
Zhongquan Zou	2017	—	—	—	—	—
	2016	—	—	—	—	—
	2015	—	—	—	—	—

	Fiscal Year	Salary	Bonus	Stock Awards	Option Awards	Other Compensation
Zhongquan Zou	2016	—	—	—	—	—
	2015	—	—	—	—	—
	2014	—	—	—	—	—

Employment Agreements

~~Employment~~All of ~~Agreements~~our employment arrangements with our executive are on an at-will basis.

~~All of our employment arrangements with~~Equity ~~our executive are on an at-will basis.~~Grants

~~Equity~~The following ~~Grants~~tables set forth certain information regarding the stock options acquired by the Company’s Chief Executive Officer during the year ended December 31, 2017 and those options held by him on December 31, 2017.

~~The following tables set forth certain information~~Option ~~regarding~~Grants ~~the~~in ~~stock options acquired by~~ the ~~Company’s~~Last ~~Chief~~Fiscal ~~Executive Officer during the year ended December 31, 2016 and those options held by him on December 31, 2016.~~Year

Option Grants in the Last Fiscal Year

					Potential realizable value at assumed annual rates of appreciation for option term
	Number of securities underlying option granted	Percent of total options granted to employees in fiscal year	Exercise Price ($/share)	Expiration Date
	Number of securities underlying option granted		Exercise Price ($/share)	Expiration Date	5%	10%
Zhongquan Zou	—	—	—	—	—	—

Percent

of total

Potential realizable

Number of

options

value at assumed

securities

granted to

annual rates of

underlying

employees

Exercise

appreciation

option

in fiscal

Price

Expiration

for option term

granted

year

($/share)

Date

10%

Zhongquan Zou

—

22The following table sets forth certain information regarding the stock grants received by the executive officer named in the table above during the year ended December 31, 2017 and held by them unvested at December 31, 2017.

~~The following table sets forth certain information~~Unvested ~~regarding~~Stock ~~the~~Awards ~~stock grants received by the executive officer named~~ in the ~~table~~Last ~~above~~Fiscal ~~during the year ended December 31, 2016 and held by them unvested at December 31, 2016.~~Year

~~Unvested~~Number ~~Stock~~of ~~Awards~~Shares inThat ~~the Last~~Have ~~Fiscal~~Not ~~Year~~Vested Market Value of Shares That Have Not Vested Zhongquan Zou — —

~~Number~~ Compensation of ~~Shares That Have Not Vested Market Value of Shares That Have Not Vested Zhongquan Zou — —~~Directors

~~Compensation~~The member of our Board of Directors receives no compensation for his services on the Board.

~~The~~Item ~~member~~12. ofSecurity ~~our~~Ownership ~~Board~~ of ~~Directors~~Certain ~~receives no~~Beneficial ~~compensation~~Owners ~~for~~and ~~his services on the Board.~~Management

~~Item~~The following ~~12.~~table ~~Security~~sets ~~Ownership~~forth information known to us with respect to the beneficial ownership of ~~Certain~~our ~~Beneficial~~common ~~Owners~~stock ~~and~~as ~~Management~~of the date of this report by the following:

~~The~~● ~~following~~each ~~table~~shareholder ~~sets forth information~~ known toby us ~~with~~to ~~respect~~own tobeneficially ~~the~~more ~~beneficial~~than ~~ownership~~5% of our common stock ~~as of the date of this report by the following:~~;

● ~~each~~Zhongquan ~~shareholder known by us to own beneficially more than 5% of our common stock~~Zou;

● ~~Zhongquan~~each ~~Zou~~of our directors; and

● ~~each~~all ~~of our~~ directors; and executive officers as a group.

●There are ~~all~~1,853,207 ~~directors~~shares ~~and~~of ~~executive~~our ~~officers~~common stock outstanding on the date of this report. Except as aotherwise ~~group~~indicated, we believe that the beneficial owners of the common stock listed below have sole voting power and investment power with respect to their shares, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission.

~~There~~In computing ~~are~~the ~~1,853,207 shares~~ number of ~~our~~shares ~~common~~beneficially ~~stock~~owned ~~outstanding~~by ona ~~the~~person ~~date~~and ofthe ~~this~~percent ~~report.~~ownership ~~Except~~of asthat ~~otherwise indicated~~person, we ~~believe~~include ~~that~~shares ~~the~~of ~~beneficial owners~~common ofstock ~~the~~subject ~~common~~to ~~stock~~options ~~listed~~or ~~below~~warrants ~~have~~held ~~sole~~by ~~voting~~that ~~power~~person ~~and~~that ~~investment~~are ~~power~~currently ~~with~~exercisable ~~respect~~or towill ~~their~~become ~~shares,~~exercisable ~~subject~~within to60 ~~community~~days. ~~property~~We ~~laws~~do ~~where~~not, ~~applicable.~~however, ~~Beneficial~~include ~~ownership~~these is“issuable” ~~determined~~shares in ~~accordance~~the ~~with~~outstanding ~~the~~shares ~~rules~~when ofwe compute the ~~Securities~~percent ~~and Exchange~~ownership ~~Commission~~of any other person.

In computing the number of shares beneficially owned by a person and the percent ownership of that person, we include shares of common stock subject to options or warrants held by that person that are currently exercisable or will become exercisable within 60 days. We do not, however, include these “issuable” shares in the outstanding shares when we compute the percent ownership of any other person.

Name of

Beneficial Owner

Amount and Nature of

Beneficial Ownership

Percentage of Class

Zhongquan Zou

1,687,502

⁽¹⁾

91.1

All officers and directors as a group (1 person)

1,687,502

⁽¹⁾

91.1

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership			Percentage of Class
Zhongquan Zou		1,687,502	(1)		91.1	%
All officers and directors as a group (1 person)		1,687,502	(1)		91.1	%

⁽¹⁾

Represents shares owned of record by USA Zhimingde International Group, Inc., as to which Mr. Zou is the controlling shareholder and sole director.

~~(1) Represents shares owned of record by USA Zhimingde International Group, Inc., as to which Mr. Zou is the controlling shareholder and sole director.~~24

23Item 13. Certain Relationships and Related Transactions and Director Independence

~~Item 13.~~ Certain Relationships and Related Transactions ~~and Director Independence~~

~~Certain Relationships and Related Transactions~~None.

~~None.~~Director Independence

~~Director~~The member ~~Independence~~of the Board of Directors is not independent, as “independence” is defined in the Rules of the NASDAQ Stock Market.

~~The~~Item ~~member~~14. ofPrincipal ~~the~~Accountant ~~Board~~Fees ofand ~~Directors is not independent, as “independence” is defined in the Rules of the NASDAQ Stock Market.~~Services

~~Item 14. Principal Accountant~~ Audit Fees ~~and Services~~

~~Audit~~Wei, Wei ~~Fees~~& Co., LLP billed $20,650 in connection with the audit and reviews of the Company’s financial statements for the year ended December 31, 2017. Wei, Wei & Co., LLP billed $19,750 in connection with the audit and reviews of the Company’s financial statements for the year ended December 31, 2016 Also included are those services normally provided by the accountant in connection with the Company’s statutory and regulatory filings.

~~Wei, Wei & Co., LLP billed $19,750 in~~Audit-Related connection with the audit and reviews of the Company’s financial statements for the year ended December 31, 2016. Wei, Wei & Co., LLP billed $16,000 in connection with the audit and reviews of the Company’s financial statements for the year ended December 31, 2015 Also included are those services normally provided by the accountant in connection with the Company’s statutory and regulatory filings.Fees

Wei, Wei & Co., LLP did not bill the Company for any Audit-Related ~~Fees~~fees in fiscal 2017 or 2016, respectively.

~~Wei, Wei & Co., LLP did not bill the~~Tax ~~Company for any Audit-Related fees in fiscal 2016 or 2015, respectively.~~Fees

~~Tax~~Wei, Wei ~~Fees~~& Co., LLP did not bill the Company for any tax compliance, tax advice or tax planning in fiscal 2017 or 2016, respectively.

~~Wei, Wei & Co., LLP did not bill the~~All ~~Company~~Other ~~for any tax compliance, tax advice or tax planning in fiscal 2016 or 2015, respectively.~~Fees

~~All~~Wei, Wei ~~Other~~& ~~Fees~~Co., LLP did not bill the Company for any other fees in fiscal 2017 or 2016, respectively.

~~Wei,~~It is ~~Wei~~the &policy ~~Co.,~~of ~~LLP did not bill~~ the Company ~~for~~that ~~any~~all services, other ~~fees~~than inaudit, ~~fiscal~~review ~~2016~~ or ~~2015~~attest services, ~~respectively~~must be pre-approved by the Board of Directors.

ItItem is15. ~~the~~Exhibits ~~policy~~and ofFinancial ~~the~~Statement ~~Company that all services, other than audit, review or attest services, must be pre-approved by the Board of Directors.~~Schedules

~~Item~~(b) Exhibit ~~15. Exhibits and Financial Statement Schedules~~List

~~(b)~~3-a ~~Exhibit~~Amended ~~List~~and Restated Articles of Incorporation - filed as an exhibit to the Company’s Current Report on Form 8-K filed on December 10, 2012, and incorporated herein by reference.

~~3-a Amended and Restated Articles of Incorporation - filed as an exhibit to the Company’s Current Report on Form 8-K filed on December 10, 2012, and incorporated herein by reference.~~25

243-b Amended and Restated By-laws - - filed as an exhibit to the Company’s Current Report on Form 8-K filed on December 10, 2012, and incorporated herein by reference.

~~3-b~~21 ~~Amended~~Subsidiaries ~~and~~– ~~Restated By-laws - - filed as an exhibit to the Company’s Current Report on Form 8-K filed on December 10, 2012, and incorporated herein by reference.~~None

2131 ~~Subsidiaries~~Rule –13a-14(a) ~~None~~Certification

3132 Rule 13a-14(ab) Certification

32101.INS ~~Rule~~XBRL ~~13a-14(b) Certification~~Instance

101.~~INS~~SCH XBRL ~~Instance~~Schema

101.~~SCH~~CAL XBRL ~~Schema~~Calculation

101.~~CAL~~DEF XBRL ~~Calculation~~Definition

101.~~DEF~~LAB XBRL ~~Definition~~Label

101.~~LAB~~PRE XBRL ~~Label~~Presentation

~~101.PRE XBRL Presentation~~SIGNATURES

~~SIGNATURES~~In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

InUSA ~~accordance~~Zhimingde ~~with~~International ~~Section~~Group 13Corporation orBy: ~~15(d) of~~/s/ ~~the~~Zhongquan ~~Exchange~~Zou ~~Act,~~Zhongquan ~~the Registrant has caused this report to be signed on its behalf by the undersigned~~Zou, ~~thereunto~~Chief ~~duly~~Executive ~~authorized.~~Officer

~~USA~~In accordance ~~Zhimingde~~with ~~International~~the ~~Group~~Exchange ~~Corporation~~Act, ~~By:~~this ~~/s/~~Report ~~Zhongquan~~has ~~Zou~~been ~~Zhongquan~~signed ~~Zou~~below on April 16, ~~Chief~~2018 ~~Executive~~by ~~Officer~~the following persons, on behalf of the Registrant and in the capacities and on the dates indicated.

In/s/ ~~accordance~~Zhongquan ~~with~~Zou ~~the~~Zhongquan ~~Exchange Act~~Zou, ~~this Report~~Director ~~has~~Chief ~~been~~Executive ~~signed below on April 4~~Officer, ~~2016~~Chief byFinancial ~~the following persons, on behalf of the Registrant~~ and inAccounting ~~the capacities and on the dates indicated.~~Officer

~~/s/ Zhongquan Zou~~26

Zhongquan Zou, Director

Chief Executive Officer, Chief

Financial and Accounting Officer

Filing Compare · USA Zhimingde International Group Corp