U. S. Securities and Exchange Commission

Washington, D. C. 20549

FORM 10-Q

☒

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2018~~2019

☐

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File No. 0-52072

USA ZHIMINGDE INTERNATIONAL GROUP CORPORATION
(Exact Name of Registrant in its Charter)
Nevada	62-1299374
(State or Other Jurisdiction of incorporation or organization)	(I.R.S. Employer I.D. No.)

225 Broadway, Suite 910, New York, NY 10007
(Address of Principal Executive Offices)

Issuer’s Telephone Number: 212-608-8858

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 every Interactive Data File required to be submitted 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 such files).) ~~YES~~ Yes ☒ NO No ☐

Indicate by check mark whether the registrant is a ~~large~~shell ~~accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting~~ company or(as andefined ~~emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company”~~ in Rule 12b-2 of the Exchange Act.) ~~(Check~~Yes ~~One)~~☒ 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~~APPLICABLE byONLY ~~check~~TO ~~mark~~CORPORATE ~~whether~~ISSUERS: Indicate the ~~registrant~~number isof ashares ~~shell~~outstanding ~~company~~of ~~(as~~each ~~defined~~of inthe ~~Rule~~Registrant’s ~~12b-2~~classes of ~~the~~common ~~Exchange~~stock, as ~~Act)~~of ~~Yes~~the ~~☒ No~~latest ☐practicable date:

~~Indicate the number of shares outstanding of each of the Registrant’s classes of common stock~~May 24, ~~as of the latest practicable date:~~2019

December 31, 2018

Common Voting Stock: 1,853,207

USA ZHIMINGDE INTERNATIONAL GROUP CORPORATION

QUARTERLY report on Form 10-Q

for the fiscal QUARTER ended ~~SEPTEMBER~~MARCH 3031, ~~2018~~2019

Table of Contents

		Page No
Part I	Financial Information
Item 1.	Financial Statements (unaudited):
	Balance Sheets – September 30, 2018 and December 31, 2017	2
	Balance Sheets – March 31, 2019 and December 31, 2018	2
	Statements of Operations - for the Three and Nine Month Periods Ended September 30, 2018 and 2017	3
	Statements of Operations - for the Three Month Periods Ended March 31, 2019 and 2018	3
	Statements of Changes in Stockholders’ (Deficit) Equity – for the Nine Months Ended September 30, 2018	4
	Statements of Changes in Stockholders’ (Deficit) Equity – for the Three Months Ended March 31, 2019	4
	Statements of Cash Flows - for the Nine Months Ended September 30, 2018 and 2017	5
	Statements of Cash Flows - for the Three Months Ended March 31, 2019 and 2018	5
	Notes to Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3	Quantitative and Qualitative Disclosures about Market Risk	15
Item 4.	Controls and Procedures	15
Part II	Other Information
Item 1.	Legal Proceedings	15
Items 1A.	Risk Factors	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3.	Defaults upon Senior Securities	16
Item 4.	Mine Safety Disclosures	16
Item 5.	Other Information	16
Item 6.	Exhibits	16

USA Zhimingde International Group Corporation BALANCE SHEETS (IN U.S. $)

BALANCE SHEETS (IN U.S. $)

ASSETS	March 31, 2019			December 31, 2018
	(Unaudited)

Current assets:
Cash	$	—		$	—

Total current assets		—			—


TOTAL ASSETS	$	—		$	—

LIABILITIES AND stockholders’ (DEFICIT)

Current liabilities:
Accrued expenses	$	186,914		$	180,716

Total current liabilities		186,914			180,716

Stockholders’ (deficit):
Preferred stock, $0.001 par value per share, 50,000,000 shares authorized, none issued and outstanding at March 31, 2019 and December 31, 2018		—			—
Common stock, $0.001 par value per share, 100,000,000 shares authorized, 1,853,207 shares issued and outstanding at March 31, 2019 and December 31, 2018		1,853			1,853
Additional paid-in capital		749,303			744,303
Deficit		(938,070	)		(926,872	)

Total stockholders’ (deficit)		(186,914	)		(180,716	)

TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT)	$	—		$	—

ASSETS	September 30, 2018			December 31, 2017
	(Unaudited)
TOTAL ASSETS	$	—		$	—
LIABILITIES AND stockholders’ (DEFICIT)
Current liabilities:
Accrued expenses	$	169,668		$	155,924
Total current liabilities		169,668			155,924
Stockholders’ (deficit):
Preferred stock, $0.001 par value per share, 50,000,000 shares authorized, none issued and outstanding at September 30, 2018 and December 31, 2017		—			—
Common stock, $0.001 par value per share, 100,000,000 shares authorized, 1,853,207 shares issued and outstanding at September 30, 2018 and December 31, 2017		1,853			1,853
Additional paid-in capital		736,853			717,286
Deficit		(908,374	)		(875,063	)
Total stockholders’ (deficit)		(169,668	)		(155,924	)
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT)	$	—		$	—

See accompanying notes to financial statements.

USA Zhimingde International Group Corporation

STATEMENTS OF OPERATIONS (UNAUDITED) (IN U.S. $)

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2018~~2019 AND ~~2017~~2018

	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018
	2018			2017			2018			2017
Operating expenses:
Operating expenses:
Professional fees	$	(11,198	)	$	(10,148	)
		(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Total operating expenses		(11,198	)		(10,148	)
Professional fees	$	(10,148	)	$	(10,417	)	$	(33,311	)	$	(33,555	)
Net (loss)	$	(11,198	)	$	(10,148	)
Total operating expenses		(10,148	)		(10,417	)		(33,311	)		(33,555	)
(Loss) per common share, basic and diluted	$	(0.01	)	$	(0.01	)
Net (loss)	$	(10,148	)	$	(10,417	)	$	(33,311	)	$	(33,555	)
Weighted average shares outstanding, Basic and diluted		1,853,207			1,853,207
(Loss) per common share, basic and diluted (Note 2)	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.02	)
Weighted average shares outstanding, Basic and diluted		1,853,207			1,853,207			1,853,207			1,853,207

See accompanying notes to financial statements.

USA Zhimingde International Group Corporation

~~Statements~~Statement of Changes in Stockholders’ (DEFICIT) (Unaudited) (IN U.S. $)

FOR THE ~~nine~~THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2018~~2019

	Preferred Stock		Common Stock		Additional Paid-in Capital		Deficit			Total
Balance, December 31, 2017	$	—	$	1,853	$	717,286	$	(875,063	)	$	(155,924	)
Capital contribution		—		—		1927,~~567~~017		—			1927,~~567~~017
Net (loss)		—		—		—		(3351,~~311~~809	)		(3351,~~311~~809	)
Balance, September 30, 2018- unaudited	$	—	$	1,853	$	736,853	$	(908,374	)	$	(169,668	)
Balance, December 31, 2018	$	—	$	1,853	$	744,303	$	(926,872	)	$	(180,716	)
Capital contribution		—		—		5,000		—			5,000
Net (loss)		—		—		—		(11,198	)		(11,198	)
Balance, March 31, 2019- unaudited	$	—	$	1,853	$	749,303	$	(938,070	)	$	(186,914	)

See accompanying notes to financial statements.

USA Zhimingde International Group Corporation

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

FOR THE ~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2018~~2019 and ~~2017~~2018

	2018			2017
	2019			2018
	(Unaudited)			(Unaudited)
Cash flows from operating activities:
Net (loss)	$	(3311,~~311~~198	)	$	(3310,~~555~~148	)
Adjustment to reconcile net loss to net cash (used in) operating activities:
Adjustment to reconcile net loss to net cash provided by (used in) operating activities:
Increase in accrued expenses		136,~~744~~198			135,~~844~~148
Accrued expenses paid by shareholder		19,567			19,711
Net cash (used in) operating activities		(5,000	)		(5,000	)
Net cash (used in) operating activities		—			—
Cash flows from financing activities
Capital contributed by shareholder		5,000			5,000
Net cash provided by financing activities		5,000			5,000
Net increase in cash		—			—
Cash, beginning of period		—			—
Cash, end of period	$	—		$	—
Supplemental disclosure of cash flow information:
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	$	19,567		$	19,711

See accompanying notes to financial statements.

USA Zhimingde International Group Corporation

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (IN U.S. $)

For The Three ~~AND NINE~~ months ended ~~SEPTEMBER~~MARCH 3031, ~~2018~~2019 ~~and~~AND ~~2017~~ 2018

GENERAL

Organization and Business Nature

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 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. 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.

ACCOUNTING POLICIES

Basis of Accounting and Presentation

The accompanying financial statements have been prepared on the accrual basis of accounting.

The unaudited interim financial statements of the Company as of ~~September~~March 3031, ~~2018~~2019 and for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2018~~2019 and ~~2017~~2018, have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and ~~regulations~~ regulations of the Securities and Exchange Commission (the “SEC”) which apply to interim financial statements.

USA Zhimingde International Group Corporation

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (IN U.S. $)

For The Three ~~AND nine~~ months ended ~~september~~MARCH 3031, ~~2018~~2019 ~~and~~AND ~~2017~~ 2018

ACCOUNTING POLICIES (CONTINUED)

Basis of Accounting and Presentation (Continued)

Accordingly, they do not include all of the information and footnotes normally required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, such information contains all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for the periods presented. The interim financial information should be read in conjunction with the financial statements and the notes thereto, included in the Company’s Form 10-K filed with the SEC. The results of operations for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2018~~2019 ~~and 2017~~ are not necessarily ~~indicative~~ indicative of the results to be expected for future quarters or for the year ending December 31, ~~2018~~2019.

All financial statements and notes to the financial statements are presented in United States dollars (“US Dollar” or “U.S.$” or “$”).

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of ~~September~~March 3031, ~~2018~~ 2019 and December 31, ~~2017~~2018, the Company does not have any cash equivalents.

Income Taxes

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 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 of, interest and ~~penalties~~payables accounting in financial statements and related disclosures. 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 ~~September~~March 3031, ~~2018~~2019.

USA Zhimingde International Group Corporation

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (IN U.S. $)

For The Three ~~AND nine~~ months ended ~~september~~MARCH 3031, ~~2018~~2019 ~~and~~AND ~~2017~~ 2018

ACCOUNTING POLICIES (CONTINUED)

Income Taxes (Continued)

Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s financial ~~statements~~ statements as of ~~September~~March 3031, ~~2018~~2019. The Company does not expect any significant changes in unrecognized tax benefits within twelve ~~months~~ months of the reporting date.

Use of Estimates

The 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 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.

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 exchange 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~~The ~~820 describes~~ three levels of inputs that may be used to measure ~~fair~~ fair value are as follow:

●

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

●

Level 2 - inputs other than quoted prices in level 1 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 carrying amounts of the Company’s liabilities approximate fair value due to the short-term nature of these instruments.

USA Zhimingde International Group Corporation

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (IN U.S. $)

For The Three ~~AND nine~~ months ended ~~september~~MARCH 3031, ~~2018~~2019 ~~and~~AND ~~2017~~ 2018

ACCOUNTING POLICIES (CONTINUED)

Net Earnings (Loss) Per Share

Basic earnings (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings per common share is computed by dividing net earnings by the weighted average number of common shares outstanding, plus common stock equivalents, if dilutive, resulting from convertible preferred stock, stock options and warrants. AsThere ofwere ~~September 30,~~no ~~2018~~common ~~and~~stock ~~December~~equivalents ~~31,~~outstanding ~~2017,~~for ~~there~~the ~~were~~three nomonths ~~common~~ended ~~stock~~March ~~equivalents~~31, ~~outstanding~~2019 and 2018.

RECENTLY ISSUED ACCOUNTING STANDARDS

In August ~~February~~2017, the FASB issued ASU No. 2017-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, to address diversity in how certain cash receipts and cash payments are presented and classified in the ~~Financial~~statement ~~Accounting~~of ~~Standards~~cash ~~Board~~flows. The amendments provide guidance on the following eight specific cash flow issues: (~~“FASB”~~1) ~~issued~~Debt ~~Accounting~~Prepayment ~~Standards~~or ~~Update~~Debt Extinguishment Costs; (~~“ASU”~~2) ~~2017~~Settlement of Zero-~~05,~~Coupon Debt Instruments or Other ~~Income-Gains~~Debt Instruments with Coupon Interest Rates That Are Insignificant ~~and~~in ~~Losses~~Relation ~~from~~to the ~~Derecognition~~Effective Interest Rate of ~~Nonfinancial~~the ~~Assets~~Borrowing; (~~Subtopic 610-20~~3): ~~Clarifying~~Contingent ~~the~~Consideration ~~Scope~~Payments ofMade ~~Asset~~after ~~Derecognition~~a ~~Guidance~~Business Combination; ~~and~~(4) ~~Accounting~~Proceeds ~~for~~from ~~Partial~~the ~~Sales~~Settlement of ~~Nonfinancial~~Insurance ~~Assets.~~Claims; ~~This~~(5) ~~ASU~~Proceeds ~~requires~~from ~~all~~the ~~entities~~Settlement toof ~~derecognize~~Corporate-Owned aLife ~~business~~Insurance ~~or nonprofit~~Policies, ~~activity~~including inBank-Owned; ~~accordance~~(6) ~~with~~Life ~~Topic~~Insurance ~~810,~~Policies; ~~and~~(7) ~~also~~Distributions ~~requires~~Received ~~all~~from ~~entities~~Equity ~~derecognize~~Method anInvestees; ~~equity~~(8) ~~method~~Beneficial ~~investment~~ Interests in ~~accordance~~Securitization ~~with Topic~~Transactions; ~~860.~~and ~~The~~Separately ~~amendments~~Identifiable inCash ~~this~~Flows ~~ASU~~and ~~eliminate~~Application of the ~~scope~~Predominance ~~exceptions,~~Principle. ~~and~~The ~~simplifies~~amendments are ~~GAAP.~~effective ~~This~~for ~~ASU~~public isbusiness ~~effective~~entities for fiscal years beginning after December 15, 2017, ~~including~~and interim ~~reporting~~ periods within ~~that~~those fiscal ~~reporting~~years. Early adoption is permitted, including adoption in an interim period. ~~Public~~The ~~entities~~amendments ~~may~~should ~~apply~~be applied using a retrospective ~~the~~transition ~~guidance~~method ~~earlier~~to ~~but~~each ~~only~~period aspresented. ofIf ~~annual~~it ~~reporting~~is ~~periods~~impracticable ~~beginning~~to ~~after~~apply ~~December~~the ~~15,~~amendments ~~2016,~~retrospectively ~~including~~for ~~interim~~some ~~reporting~~of ~~periods~~the issues, ~~within~~the ~~that~~amendments ~~reporting~~for ~~period~~those issues would be applied prospectively as of the earliest date practicable. The Company isadopted ~~evaluating~~this ASU during the ~~impact~~year ofending ~~adopting~~December 31, 2018. The adoption of this ~~new~~ASU ~~accounting~~did ~~guidance~~not have a material effect on ~~its~~the ~~consolidated financial~~Company’s financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This ASU addresses the 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 believes the standard will have no effect on its statement of cash flows.

In April 2016, the FASB issued ASU No. 2016-10, Revenue with Contracts with Customers: Identifying Performance Obligations and Licensing, which is an amendment to ASU No. 2014-09 that clarifies the aspects of identifying performance obligations and the licensing implementing guidance, while retaining the related principles within those areas. The implementation guidelines follow ASU No. 2014-09. This accounting standard update is not expected to have a material impact on the Company’s financial statements.

USA Zhimingde International Group Corporation

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (IN U.S. $)

For The Three ~~AND nine~~ months ended ~~september~~MARCH 3031, ~~2018~~2019 ~~and~~AND ~~2017~~ 2018

RECENTLY ISSUED ACCOUNTING STANDARDS (CONTINUED)

In October ~~February 2016~~2017, the FASB issued ASU No. ~~2016~~2017-0217, ~~Leases~~Consolidation (Topic 810): Interests held through related parties that are under common control. The ~~new~~amendments ~~standard~~in ~~establishes~~this aASU ~~right-of-use~~require ~~(“ROU”)~~that ~~model~~the ~~that~~reporting ~~requires~~entity, ain ~~lessee~~determining towhether ~~record a~~it ~~ROU~~satisfies ~~asset~~the ~~and~~second characteristic of a ~~lease~~primary ~~liability~~beneficiary, onto ~~the~~include ~~balance~~all ~~sheet~~of ~~for~~its ~~all~~direct ~~leases~~variable ~~with~~interests ~~terms~~in ~~longer~~a ~~than~~VIE 12and, ~~months.~~on ~~Leases~~a ~~will~~proportionate bebasis, ~~classified~~its indirect asvariable ~~either~~interests ~~finance~~in ora ~~operating~~VIE held through related parties, ~~with~~including ~~classification~~related ~~affecting~~parties ~~the~~that ~~pattern~~are ofunder ~~expense~~common ~~recognition~~control inwith the ~~income statement~~reporting entity. The ~~new standard~~amendments isare effective for public business entities for fiscal years beginning after December 15, ~~2018~~2017, including interim periods within those fiscal years. A ~~modified~~For ~~retrospective~~all ~~transition~~other ~~approach~~entities, isthe ~~required~~amendments ~~for~~in ~~lessees~~this ASU are effective for ~~capital~~fiscal ~~and~~years ~~operating~~beginning after ~~leases~~December ~~existing~~15, at2017, orand ~~entered~~interim ~~into~~ periods within fiscal years beginning after December 15, ~~the~~2017. ~~beginning~~Early ofadoption ~~the~~is ~~earliest~~permitted, including ~~comparative~~adoption in an interim period. ~~presented~~The inCompany ~~the~~adopted ~~financial~~this ~~statements,~~ASU ~~with~~during ~~certain~~the ~~practical~~year ~~expedients available.~~ending ~~This~~December ~~accounting~~31, ~~standard~~2018. ~~update~~The isadoption ~~not~~of this ~~expected~~ASU todid not have a material ~~impact~~effect on the Company’s financial statements.

4In June 2018, the FASB issued ASU 2018-07 – Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which to include share-based payment transactions for acquiring goods and services from non-employees, which nonemployee share-based payment awards within the scope of Topic 718 are measured at grant-date fair value of the equity instruments that an entity is obligated to issue when the goods have been delivered or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied. ~~RELATED~~The ~~PARTY~~definition ~~TRANSACTIONS~~of the term grant date is amended to generally state the date at which a grantor and a grantee reach a mutual understanding of the key terms and conditions of a share based payment award. The amendments are effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. For all other entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, including adoption in an interim period. Management plans to adopt this ASU during the quarter ending September 2019. Management does not believe the adoption of this ASU would have a material effect on the Company’s financial statements.

During the nine months ended September 30, 2018 and 2017, the Company received an additional capital contribution to support its operations from its major stockholder or their affiliates of $19,686 and $19,711, respectively.

5. INCOME TAXES

The provision (benefit) for income taxes consisted of the following for the three and nine months ended September 30:

	For the three months ended September 30,						For the nine months ended September 30,
	2018			2017			2018			2017
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Current	$	—		$	—		$	—		$	—
Deferred		(2,437	)		(4,558	)		(6,995	)		(21,052	)
Valuation allowance		2,437			4,588			6,995			21,052
	$	—		$	—		$	—		$	—

USA Zhimingde International Group Corporation

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (IN U.S. $)

For The Three ~~AND nine~~ months ended ~~september~~MARCH 3031, ~~2018~~2019 ~~and~~AND ~~2017~~2018

53. ~~INCOME~~RECENTLY ~~TAXES~~ISSUED ACCOUNTING STANDARDS (CONTINUED)

The Company ~~following~~does ~~table~~not ~~reconciles the~~believe ~~effective~~other ~~income~~recently ~~tax~~issued ~~rates~~but ~~with~~not ~~the~~yet ~~statutory~~effective ~~rates~~accounting ~~for~~standards, ~~the~~if ~~three~~currently ~~and~~adopted, ~~nine~~would ~~months~~have ~~ended~~a material ~~September~~effect ~~30:~~on the Company’s financial statements.

	For the three months ended September 30,						For the nine months ended September 30,
	2018			2017			2018			2017
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
U.S. federal statutory rate		21.0	%		34.0	%		21.0	%		34.0	%
State and local taxes-net of federal benefit		11.7			9.75			11.7			9.75
Valuation allowance		(32.7	)		(43.75	)		(32.7	)		(43.75	)
Effective income tax rate		—	%		—	%		—	%		—	%

4.	RELATED PARTY TRANSACTIONS

~~Deferred~~During the ~~tax~~three ~~assets~~months ended March 31, 2019 and 2018, the Company received an additional capital contribution to support its operations ~~(liabilities)~~from ~~are~~its ~~comprised~~major stockholder or their affiliates of ~~the~~$5,000 ~~following:~~and $5,000, respectively.

	September 30, 2018			December 31, 2017
		(Unaudited)
Net operating loss carryforwards	$	92,600		$	85,600
Valuation allowance		(92,600	)		(85,600	)
Net deferred tax assets	$	—		$	—

5.	INCOME TAXES

~~At September 30, 2018, the Company~~The ~~had~~provision ~~approximately~~(benefit) ~~$440,000~~for ~~of Federal net operating losses that may be available to offset future taxable~~ income. ~~The~~taxes ~~Federal~~consisted ~~net operating loss carryovers, if not utilized, will expire beginning in 2028. The amount and availability~~ of ~~any future net operating loss carry-forwards may be subject to limitations set forth by~~ the ~~Internal~~following ~~Revenue~~for ~~Code. Based upon an analysis of~~ the ~~Company’s stock~~three ~~ownership~~months ~~activity~~ended ~~through~~March ~~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 2032.:

	2019			2018
	(Unaudited)			(Unaudited)

Current	$	—		$	—
Deferred		(2,352	)		(2,131	)
Change in valuation allowance		2,352			2,131

Provision (benefit) for income taxes	$	—		$	—

The Company uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes.

USA Zhimingde International Group Corporation

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (IN U.S. $)

For The Three ~~AND nine~~ months ended ~~september~~MARCH 3031, ~~2018~~2019 ~~and~~AND ~~2017~~2018

5.	INCOME TAXES (CONTINUED)

The ~~Company assesses the likelihood~~ ~~that~~following ~~deferred~~table ~~tax~~reconciles ~~assets will be realized. To~~ the ~~extent~~effective ~~that~~income ~~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 benefits of deferred~~ tax ~~assets~~rates ~~will~~with ~~not be realized principally due to~~ the ~~change~~statutory ofrates ~~ownership limitations and no current operations and has therefore established a full valuation allowance. The valuation allowance increased by $2,437 and $4,558~~ for the three months ~~ended~~ ~~September 30, 2018 and 2017, respectively, and $6,995 and $21,052 for the nine months~~ ended ~~September~~March ~~30, 2018 and 2017, respectively.~~31:

No provision for income taxes in the United States has been made as the Company had no U.S. taxable income for the three and nine months ended September 30, 2018 and 2017.

	2019			2018
	(Unaudited)			(Unaudited)

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

Effective income tax rate		—	%		—	%

6.Deferred tax ~~Going~~assets ~~concern~~are comprised of the following:

The Company has not generated any revenue, and has had no significant operations during the nine months ended September 30, 2018 and 2017. The Company does not have any assets as of September 30, 2018. As of September 30, 2018, the Company had a working capital deficiency and stockholders’ deficiency of $169,668. The Company continues to incur losses from operations and has incurred a net loss of $10,148 and $10,417 during the three months ended September 30, 2018 and 2017, respectively, and $33,311 and $33,555 during the nine months ended September 30, 2018 and 2017. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

	March 31, 2019			December 31, 2018
	(Unaudited)

Net operating loss carryforwards	$	98,900		$	96,500
Valuation allowance		(98,900	)		(96,500	)

Net deferred tax assets	$	—		$	—

~~Management’s current business~~At ~~plan~~March is31, to2019, ~~seek~~the anCompany ~~acquisition~~had orapproximately ~~merger~~$471,000 ~~with~~of aFederal ~~private~~net operating ~~company.~~losses ~~However, there is no assurance~~ that ~~the~~may ~~Company will~~ be ~~able~~available to ~~successfully~~offset ~~consummate~~future taxable anincome. ~~acquisition~~The orFederal ~~merger~~net ~~with a private~~ operating ~~company~~loss orcarryover, ~~that~~if ~~the~~not ~~Company~~utilized, will ~~identify any~~expire ~~debt~~beginning orin ~~equity~~2027. ~~financing~~The ~~sources~~amount toand ~~finance~~availability of aany ~~potential~~future ~~acquisition~~net oroperating ~~merger.~~loss Ifcarry-forwards ~~unable to obtain financing, the Company~~ may be ~~unable~~subject to ~~complete~~limitations ~~its~~set ~~business~~forth ~~plan,~~by ~~and~~the ~~would,~~Internal ~~instead,~~Revenue ~~delay all cash intensive activities~~Code. ~~The~~Based ~~Company will continue to~~upon bean ~~dependent~~analysis onof ~~additional~~the ~~capital~~Company’s ~~contributions~~stock ~~from~~ownership ~~its~~activity ~~major~~through ~~stockholder~~December ~~for~~31, ~~cash flow~~2012, ~~which~~a ~~may~~change ~~not~~of beownership ~~available~~was indeemed ~~the~~to ~~future.~~have ~~Without~~occurred ~~necessary~~in ~~cash~~2012. ~~flow,~~This ~~the~~change ~~Company~~of ~~may~~ownership ~~become~~created ~~dormant~~an ~~during~~annual ~~the~~limitation ~~next~~of ~~twelve~~substantially ~~months,~~all orof ~~until~~the ~~such~~Company’s ~~time~~net asoperating losses ~~necessary~~which ~~funds could~~are beavailable ~~raised~~through 2031.

~~Accordingly,~~The Company assesses the ~~accompanying financial~~likelihood ~~statements~~that ~~have~~deferred ~~been~~tax ~~prepared~~assets inwill ~~conformity~~be ~~with~~realized. ~~accounting~~To ~~principles~~the ~~generally~~extent ~~accepted~~that inrealization ~~the~~is ~~United~~not ~~States~~likely, ofa ~~America,~~valuation ~~which~~allowance ~~contemplate~~is ~~continuation~~established. ofBased upon the Company’s aslosses asince ~~going~~inception, ~~concern~~management ~~and~~believes ~~the~~that ~~realization~~it ofis ~~assets~~more ~~and~~likely ~~satisfaction of liabilities~~than innot ~~the~~that ~~normal~~future ~~course~~benefits of ~~business.~~deferred ~~The~~tax ~~carrying~~assets ~~amounts~~will ofnot ~~assets~~be ~~and~~realized ~~liabilities~~principally ~~presented~~due into the ~~financial~~change ~~statements~~of doownership ~~not~~limitations ~~necessarily~~and ~~purport~~continued tolosses ~~represent~~and ~~realizable~~has ortherefore ~~settlement~~established ~~values.~~a ~~The~~full ~~financial~~valuation ~~statements~~allowance. doThe ~~not~~valuation ~~include~~allowance ~~any~~increased ~~adjustment~~by ~~that~~$2,352 ~~might~~and ~~result~~$2,131 ~~from~~during the ~~outcome~~three ofmonths ~~this~~ended ~~uncertainty~~March 31, 2019 and 2018, respectively.

The tax years ended December 31, 2015, 2016 and 2017 remain open to examination by the IRS.

USA Zhimingde International Group Corporation

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (IN U.S. $)

For The Three ~~AND nine~~ months ended ~~september~~MARCH 3031, ~~2018~~2019 ~~and~~AND ~~2017~~2018

6.	Going concern

The Company has not generated any revenue, and has had no significant operations during the three months ended March 31, 2019 and 2018. The Company does not have any assets as of March 31, 2019. As of March 31, 2019, the Company had a working capital deficiency and stockholders’ deficiency of $938,000. The Company continues to incur losses from operations and has incurred a net loss of $11,198 and $10,148 during the three months ended March 31, 2019 and 2018, respectively. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s current business plan is to seek an acquisition or merger with a private operating company. However, there is 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 as necessary funds could be raised.

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.

SUBSEQUENT EVENTS

The Company’s management has performed subsequent events procedures through ~~December~~May 3124, ~~2018~~2019, which is the date the financial ~~statements~~ statements were available to be issued. There were no subsequent events requiring adjustment to the financial statements or disclosures as as stated herein.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

We currently have no assets and no operations. During the three ~~and nine~~ months ended ~~September~~March 3031, ~~2018~~2019, we realized no revenue and incurred $1011,~~148~~198 ~~and $33,311, respectively,~~ in operating expenses, resulting in ~~losses~~a loss from operations and a net ~~losses~~loss in ~~those~~that ~~amounts~~amount. During the three ~~and nine~~ months ended ~~September~~March 3031, ~~2017~~2018, we realized no revenue and incurred $10,~~417~~148 ~~and $33,555, respectively,~~ in operating expenses, resulting in ~~losses~~ a loss from operations and a net loss ~~losses~~ in ~~those~~that ~~amounts~~amount. The ~~relative~~increase ~~stability~~in ~~of our~~ expenses from ~~period~~the tofirst ~~period~~three ~~reflects~~months of 2018 to the ~~absence~~ first three months of ~~business~~2019 ~~operations~~reflect periodic fluctuations in ~~the~~billings ~~Company,~~by ~~with~~our ~~most~~professional ofadvisors, ~~our~~and ~~expenses~~are ~~consisting~~not indicative of ~~professional~~a ~~fees~~trend. ~~relating~~Our toexpenses ~~maintaining~~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 major expenses consist 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 the level of our operating expenses to change in the future until we undertake to effect an acquisition.

Liquidity and Capital Resources

At March ~~September 30~~31, ~~2018~~2019 we had a working capital deficit of $~~169~~186,~~668~~914, as we had no assets and had $~~169~~186,~~668~~914 in accrued expenses. Our accrued liabilities consist of amounts payable to our professional advisors for services, which increased by $136,~~744~~198 during the ~~nine~~three months ended ~~September~~March 3031, ~~2018~~2019. The remainder of our operating expenses during that ~~nine~~three month period were paid with funds contributed 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.

~~During~~Our operations used $5,000 in cash during the ~~nine~~three months ended ~~September~~March 3031, ~~2018,~~ ~~we incurred $19~~2019,~~567~~ inwhich ~~expenses~~was ~~that were~~ funded by a capital contribution from our majority shareholder. ~~Likewise~~Our operations used $5,000 in cash during the ~~nine~~three months ended ~~September~~March 3031, ~~2017~~2018, wewhich ~~incurred~~was ~~$19,711~~again ~~in expenses that were~~ funded by a capital contribution from our majority shareholder. 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.

In December 2012, control of USA Zhimingde International Group Corporation was transferred to USA Zhimingde International Group, Inc., which is controlled by Zhongquan Zou, our Chief Executive Officer. The majority shareholder, 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 an operating 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, if necessary. Our management is not required to fund our operations by any contract or other obligation.

Off-Balance Sheet Arrangements

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

ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. Our Chief Executive Officer and Chief Financial 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 ~~September~~March 3031, ~~2018~~2019. The evaluation revealed that there are material weaknesses in our disclosure controls, specifically:

●

There are no management controls, as a single person functions as sole officer and sole member of the Board of Directors.

●

Having only one individual responsible for accounting functions prevents us from segregating duties within our internal control system.

●

Most of our accounting functions are outsourced, which limits our ability to assure that our accounting policies are applied consistently.

Based on his evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s system of disclosure controls and procedures was not effective as of ~~September~~March 3031, ~~2018~~2019.

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

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

None.

Item 1A

Risk Factors

Not applicable.

Item 2.

Unregistered Sale of Securities and Use of Proceeds

(a) Unregistered sales of equity securities

None.

The Company did not repurchase any of its equity securities that were registered under Section 12 of the Securities Exchange Act during the ~~3rd~~1st quarter of fiscal ~~2018~~2019.

Item 3.

Defaults Upon Senior Securities.

None.

Item 4.

Mine Safety Disclosures

None.

Item 5.

Other Information.

None.

Item 6.

Exhibits

31		Rule 13a-14(a) Certification
32		Rule 13a-14(b) Certification
101.INS		XBRL Instance
101.SCH		XBRL Schema
101.CAL		XBRL Calculation
101.DEF		XBRL Definition
101.LAB		XBRL Label
101.PRE		XBRL Presentation

SIGNATURES

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

	USA ZHIMINGDE INTERNATIONAL GROUP CORPORATION
Date: December 31, 2018	By:	/s/ Zhongquan Zou
Date: May 24, 2019	By:	/s/ Zhongquan Zou
	~~Zhongquan Zou, Chief Executive Officer and Chief Financial Officer~~	Zhongquan Zou, Chief Executive Officer and Chief Financial Officer

* * * * *

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