~~UNITED~~U.S. ~~STATES~~SECURITIES AND EXCHANGE COMMISSION

~~SECURITIES~~Washington, ~~AND~~D.C. ~~EXCHANGE COMMISSION~~20549

WASHINGTON, D.C. 20549

FORM 10-Q

Mark One

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

For the quarterly period ended ~~September~~ 30March 31, ~~2018~~2019

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

For the transition period from ~~____~~______ to ~~_____~~_______

~~Commission~~COMMISSION ~~File~~FILE ~~Number:~~ NO. 000-28767

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

(Exact name of registrant as specified in its charter)

Nevada		88-0403070
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

Nevada	88-0403070
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

No. 108 ShangCheng Road, Suite 2-2204

No. 108 ShangCheng Road, Suite 1-1003

Pudong New District, Shanghai, China 200120

(Address of Principal Executive Offices)

+086-156-18521412

(Registrant’s telephone number, including area code)

288 Hongshan Road Xiangzhou District

Zhuhai City, Guangdong Province, China 519075

(Former Address)

086-0756-2680558

Indicate by check mark whether the ~~issuer~~registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange ~~Act~~ Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), ~~and~~ 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 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 ☒

~~Indicate~~Securities byregistered ~~check~~pursuant ~~mark~~to ~~whether~~Section ~~the~~12(b) ~~registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an 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. :

~~Large~~Title ~~accelerated~~of ~~filer~~each ☐class ~~Accelerated~~Trading ~~filer~~Symbol(s) ☐Name ~~Non-accelerated~~of ~~filer~~each ☐exchange ~~Smaller~~on ~~reporting~~which ~~company~~registered ~~☒ Emerging growth company ☐~~N/A

IfAs anof ~~emerging~~May ~~growth~~20, ~~company~~2019, ~~indicate~~there bywere a20,935,106 ~~check~~shares ~~mark~~of ifcommon ~~the~~stock, ~~registrant~~$0.001 ~~has~~par ~~elected~~value ~~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 ☐~~outstanding.

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

Yes ☐ No ☒

As of November 14, 2018, the registrant had 20,785,106 shares of common stock outstanding.

~~TABLE OF CONTENTS~~ INDEX

PART I. FINANCIAL INFORMATION
		Page
Item 1:	Financial Statements
		Number
	Balance Sheets as of September 30, 2018 (Unaudited) and December 31, 2017	4
PART I.
	Statements of Operations for the three and nine months ended September 30, 2018 and 2017 (Unaudited)	5
ITEM 1. Financial Statements (unaudited)		3
	Statements of Cash Flows for the nine months ended September 30, 2018 and 2017 (Unaudited)	6
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
	Notes to Unaudited Financial Statements	7
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk		23
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
ITEM 4. Controls and Procedures		23
Item 3:	Quantitative and Qualitative Disclosures about Market Risk	20
PART II.
Item 4:	Controls and Procedures	20
ITEM 1. Legal Proceedings		24
Part II: Other Information
ITEM 1A. Risk Factors		24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds		24
Item 5.	Other Information	21
ITEM 3. Defaults Upon Senior Securities.		24
Item 6:	Exhibits	21
ITEM 4. Mine Safety Disclosures.		24
ITEM 5. Other Information.		24
ITEM 6. Exhibits		24
Signatures		25

~~FORWARD~~PART ~~LOOKING~~I ~~STATEMENTS~~- FINANCIAL INFORMATION

~~This~~ITEM ~~report contains forward-looking statements regarding our business, financial condition, results of operations and prospects~~1. ~~Words such~~FINANCIAL as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements, but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this report. Additionally, statements concerning future matters are forward-looking statements.STATEMENTS

Although forward-looking statements in this report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the headings “Risks Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K for the year ended December 31, 2017, in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-Q and information contained in other reports that we file with the Securities and Exchange Commission (“SEC”). You are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.

We file reports with the SEC. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us.

We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this quarterly report, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

DBUB GROUP, INC. AND SUBSIDIARIES

~~CONSOLIDATED~~NOTES ~~BALANCE~~TO ~~SHEETS~~CONSOLIDATED FINANCIAL STATEMENTS

	September 30,			December 31,
	2018			2017
ASSETS		(Unaudited)
Current assets:
Cash and equivalents	$	1,318,147		$	7,881
Other receivable, net		2,744,197			—
Advances to suppliers		77,212			—
Refundable deposit		598,350			—
Prepaid expenses and other current assets		198,333			317,333
Total current assets		4,936,239			325,215
Property and equipment, net		104,184			—
Intangible asset		20,385			—
Asset of discontinued operations		—			1,249,910
Total assets	$	5,060,808		$	1,575,125
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Loan from related parties	$	4,644,972		$	—
Accrued expenses and other payables		394,743			143,291
Income tax payable		38			—
Liabilities of discontinued operations		—			5,592,750
Total liabilities		5,039,753			5,736,041
Commitments and contingencies
Stockholders’ equity (deficit):
Common stock, $0.001 par value, 50,000,000 shares authorized, 20,935,106 and 11,267,918 shares issued and outstanding as of September 30, 2018 and December 31, 2017.		20,935			11,268
Additional paid-in capital		37,660,023			28,443,515
Subscription receivable		—			(50,000	)
Statutory reserve		—			11,542,623
Other comprehensive income		13,229			7,953,635
Accumulated deficit		(37,673,132	)		(51,980,658	)
Total DBUB Group stockholders’ equity (deficit)		21,055			(4,079,617	)
Noncontrolling interest		—			(81,299	)
Total stockholders’ equity (deficit)		21,055			(4,160,916	)
Total liabilities and stockholders’ equity	$	5,060,808		$	1,575,125

MARCH 31, 2019 (UNAUDITED) AND DECEMBER 31, 2018

~~The accompanying notes are an integral part of these consolidated financial statements.~~3

DBUB GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS


		MARCH 31, 2019 (UNAUDITED)			December 31, 2018
ASSETS
CURRENT ASSETS
Cash and equivalents	$	1,376,965		$	1,554,049
Advances to suppliers		67,556			105,824
Other receivables		7,551			305,523
Prepaid expenses		119,000			235,265
Deposits		45,843			606,336
Advance to related party		82,213			33,693
Total current assets		1,699,128			2,840,690
NON-CURRENT ASSETS
Fixed assets, net		239,321			108,006
Intangible assets, net		133,660			20,354
Total noncurrent assets		372,981			128,360
TOTAL ASSETS	$	2,072,109		$	2,969,050

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable	$	—		$	11,837
Advance from customers		4,455			4,362
Accrued expenses and other payables		540,650			402,976
Income tax payable		1,085			990
Advance from related parties		2,619,922			3,231,871
Total liabilities		3,166,112			3,652,036

STOCKHOLDERS' DEFICIT
Common stock, $0.001 par value, 50,000,000 shares authorized, 20,935,106 shares issued and outstanding as of March, 31 2019 and December 31, 2018		20,935			20,935
Additional paid-in capital		29,145,246			29,145,246
Other accumulated comprehensive income		11,687			22,939
Accumulated deficit		(30,271,871	)		(29,872,106	)
Total stockholders’ deficit		(1,094,003	)		(682,986	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	2,072,109		$	2,969,050

See accompanying notes to financial statements.

DBUB GROUP, INC. AND SUBSIDIARIES

DBUB GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)


	THREE MONTHS ENDED MARCH 31,
	2019			2018
Revenue	$	—		$	—
Cost of revenue		—			—
Gross profit		—			—
General and administrative expenses		297,135			67,420
Loss from operations		(297,135	)		(67,420	)

Other (income) expenses
Interest income		263			—
Interest expense		(136,303	)		—
Bank charge		(1,284	)		—
Other income		34,694			218
Total other expenses, net		(102,630	)		218

Loss from continuing operations before income tax		(399,765	)		(67,638	)
Provision for income tax		—			—
Loss from continuing operations		(399,765	)		(67,638	)
Loss from operations of discontinued entities, net of income tax		—			(152,034	)
Net loss including noncontrolling interest		(399,765	)		(219,672	)
Net loss attributable to noncontrolling interest		—			(25,122	)
Net loss attributable to DBUB Group		(399,765	)		(194,550	)

Other comprehensive items:
Foreign currency translation loss attributable to DBUB Group		(11,252	)		(156,650	)
Foreign currency translation loss attributable to noncontrolling interest		—			(5,232	)
Comprehensive loss attributable to DBUB Group	$	(411,017	)	$	(351,200	)
Comprehensive loss attributable to noncontrolling interest	$	—		$	(30,354	)

Basic and diluted loss per share:
Continuing operations	$	(0.02	)	$	(0.01	)
Discontinued operations	$	—		$	(0.01	)
Net loss per share	$	(0.02	)	$	(0.02	)

Weighted average shares outstanding:
Basic and diluted		20,935,106			11,267,918

~~CONSOLIDATED~~See ~~STATEMENTS~~accompanying OFnotes ~~OPERATIONS~~to ~~AND~~financial ~~COMPREHENSIVE INCOME (LOSS)~~statements.

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2018 and 2017 (UNAUDITED)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Net sales	$	—		$	—		$	—		$	—
Cost of sales		—			—			—			—
Gross profit		—			—			—			—
General and administrative expenses		201,689			62,339			338,180			186,231
Loss from continuing operations		(201,689	)		(62,339	)		(338,180	)		(186,231	)
Other (income) expense
Interest income		(617	)		—			(617	)		—
Other income		(1,419	)		—			(1,419	)		—
Other expense		226			310			606			752
Total other expense		(1,810	)		310			(1,430	)		752
Loss from continuing operations before income taxes		(199,879	)		(62,649	)		(336,750	)		(186,983	)
Net loss from continuing operations		(199,879	)		(62,649	)		(336,750	)		(186,983	)
Net gain (loss) from discontinued operations, net of income taxes		—			(124,989	)		3,855,189			(819,642	)
Loss including noncontrolling interest		(199,879	)		(187,638	)		3,518,439			(1,006,625	)
Loss attributable to noncontrolling interest		—			(72,511	)		(39,923	)		(213,662	)
Net loss attributable to DBUB Group		(199,879	)		(115,127	)		3,558,362			(792,963	)
Other comprehensive items:
Foreign currency translation loss attributable to DBUB Group		12,922			(71,063	)		13,229			(142,759	)
Foreign currency translation loss attributable to noncontrolling interest		—			(3,672	)		—			(567	)
Comprehensive loss attributable to DBUB Group	$	(186,957	)		(186,190	)	$	3,571,591			(935,722	)
Comprehensive loss attributable to noncontrolling interest	$	—			(68,839	)	$	(39,923	)		(214,229	)
Basic and diluted earnings (loss) per share:
Continuing operations		(0.01	)		(0.02	)		(0.02	)		(0.02	)
Discontinued operations		—			(0.01	)		0.24			(0.07	)
Net earnings (loss) per share	$	(0.01	)		(0.03	)	$	0.22			(0.09	)
Weighted average shares outstanding:
Basic and diluted		20,036,736			11,263,251			16,213,976			11,263,251

The accompanying notes are an integral part of these consolidated financial statements.

DBUB GROUP, INC. AND SUBSIDIARIES

DBUB GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)


	THREE MONTHS ENDED MARCH 31,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss including noncontrolling interest	$	(399,765	)	$	(219,672	)
Adjustments to reconcile net loss including noncontrolling interest to net cash provided by (used in) operating activities:
Stock based compensation		39,667			39,667
Depreciation and amortization		14,593			19,352
Changes in assets and liabilities:
Accounts receivables		—			51,025
Other receivables		297,086			(3,247	)
Inventories		—			52,456
Prepaid expenses and deposits		558,071			(8,000	)
Advance to suppliers		(18,824	)		23,963
Other noncurrent asset		—			40,154
Accounts payable		(12,068	)		(135,848	)
Accrued expenses and other payables		2,639			59,711
Advance from customers		4,447			(34,041	)
Income tax payable		73			600
Net cash provided by (used in) operating activities		485,919			(113,880	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(140,345	)		(4,971	)
Payment for intangible asset		—			(47,839	)
Net cash used in investing activities		(140,345	)		(52,810	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Changes in advance from / to related parties		(517,508	)		90,230
Net cash provided by (used in) financing activities		(517,508	)		90,230

EFFECT OF EXCHANGE RATE CHANGE ON CASH AND EQUIVALENTS		(5,150	)		85,139
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS		(177,084	)		8,679
CASH AND EQUIVALENTS, BEGINNING OF PERIOD		1,554,049			23,048
CASH AND EQUIVALENTS, END OF PERIOD	$	1,376,965		$	31,727

Supplemental disclosure of cash flow information:
Income taxes paid	$	—		$	—
Interest paid	$	184,529		$	51,658

~~CONSOLIDATED~~See ~~STATEMENTS~~accompanying OFnotes ~~CASH~~to ~~FLOWS~~financial statements.

NINE MONTHS ENDED SEPTEMBER 30, 2018 and 2017 (UNAUDITED)

	2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	3,518,439		$	(1,006,624	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		119,000			119,000
Depreciation and amortization - discontinued operations		37,991			71,170
Net gain from disposal of discontinued operations		(4,076,277	)		—
Gain from relief of accounts payable - discontinued operations		—			(126,006	)
(Increase) /decrease in assets:
Other receivable		(2,893,359	)		—
Prepaid expenses and other current assets		(808,430	)		6,684
Advance to suppliers		(81,408	)		—
Change in assets of discontinued operations		269,147			1,158,189
Accrued expenses and other payable		258,628			19,664
Income tax payable		40			—
Change in liabilities of discontinued operations		787,946			(671,241	)
Net cash used in operating activities		(2,868,284	)		(429,164	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(106,230	)		—
Payment for intangible asset		(82,901	)		—
Purchase of property and equipment – discontinued operations		(4,967	)		(7,296	)
Net cash used in investing activities		(194,098	)		(7,296	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from common stock and warrants subscription		299,000			—
Loans from related parties		4,900,127			—
Repayment of short-term loans - discontinued operations		(29,369	)		(339,808	)
Proceeds from sale of equity by discontinued operations		—
Advance from (to) related party - discontinued operations		(841,690	)		665,617
Net cash provided by (used in) financing activities		4,328,067			344,087
Effect of exchange rate changes on cash and equivalents		29,413			(18,610	)
Net decrease in cash and equivalents		1,315,944			(110,983	)
Cash and equivalents, beginning of period		23,048			135,847
Cash and equivalents, end of period	$	1,318,147		$	24,864
Supplemental disclosure of cash flow information:
Income taxes paid	$	—		$	—
Interest paid - discontinued operations	$	79,204		$	181,774

The accompanying notes are an integral part of these consolidated financial statements

DBUB GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018 (UNAUDITED)


	Common Stock
	Shares		Amount		Additional Paid-in Capital		Subscription Receivable			Statutory Reserve		Other Comprehensive Income			Accumulated Deficit			Total			Noncontrolling Interest
Balance at January 1, 2018	11,267,918	$	11,268	$	28,443,515	$	(50,000	)	$	11,542,623	$	7,953,635		$	(51,980,658	)	$	(4,079,617	)	$	(76,066	)
Foreign currency translation adjustments	—		—		—		—			—		(156,650	)		—			(156,650	)		(5,232	)
Conversion of loan into shares	—		—		717,887		—			—		—			—			717,887			—
Net loss for the quarter	—		—		—		—			—		—			(194,550	)		(194,550	)		(25,122	)
Balance at March 31, 2018	11,267,918	$	11,268	$	29,161,402	$	(50,000	)	$	11,542,623	$	7,796,985		$	(52,175,208	)	$	(3,712,930	)	$	(106,420	)


	Common Stock
	Shares		Amount		Additional Paid-in Capital		Subscription Receivable			Statutory Reserve		Other Comprehensive Income			Accumulated Deficit			Total			Noncontrolling Interest
Balance at January 1, 2019	20,935,106	$	20,935		29,145,246	$	—		$	—	$	22,939		$	(29,872,106	)		(682,986	)	$	—
Foreign currency translation adjustments	—		—		—		—			—		(11,252	)		—			(11,252	)		—
Net loss for the quarter	—		—		—		—			—		—			(399,765	)		(399,765	)		—
Balance at March 31, 2019	20,935,106	$	20,935		29,145,246	$	—		$	—	$	11,687		$	(30,271,871	)	$	(1,094,003	)	$	—

See accompanying notes to financial statements.

DBUB GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2018~~2019 (UNAUDITED) AND ~~2017~~DECEMBER 31, 2018

Note 1 - ORGANIZATION

DBUB Group, Inc. (the “Company” or “DBUB”) is a Nevada corporation, organized on August 20, 1998 under the ~~name~~ name Editworks Ltd. The Company’s ~~name~~changed ~~was~~its ~~changed~~name several times since its incorporation. On December 21, 2012, the Company~~’s name~~ ~~was~~ changed its name to Yosen Group, Inc. On September 5, 2018, the Company changed its ~~corporate~~ name to DBUB Group Inc. ~~through the~~pursuant to a merger of the Company with its wholly-owned subsidiary, DBUB Group Inc., a Nevada corporation.

The Company’s former business was conducted through Capital Future Developments Limited (“Capital”). On May 22, 2018, the Company transferred all of its equity in Capital and its affiliates to the former chief executive officer for the transfer by him to the Company of 1,738,334 shares of common stock, which was the common stock owned by him pursuant to an agreement dated March 29, 2018. The 1,738,334 shares of common stock were canceled on May 22, 2018 . The transfer of the equity in Capital included Capital’s subsidiaries and Capital’s equity interest in its affiliates. The Company’s former business is treated as a discontinued operation.

On February 6, 2018, the Company established a wholly- owned subsidiary in British Virgin ~~Island~~Islands, DB-Link Ltd (“DB-Link”). The Company plans to operate franchising or operations of restaurants through DB-Link. On June 12, 2018, the Company established a wholly- owned subsidiary DBUB PTE. LTD (“DBUB Pte”) in Singapore. On August 30, 2018, the Company established Huantai (Shanghai) Catering Management Co, Ltd. (“Huantai”), a wholly foreign owned ~~subsidary~~subsidiary in China to execute its plan to execute its restaurant franchise business.

The consolidated interim financial information as of March 31, 2019 and for the three month periods ended March 31, 2019 and 2018 was prepared without audit, pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures, which are normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) were not included. The interim consolidated financial information should be read in conjunction with the Financial Statements and the notes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, previously filed with the SEC. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of the Company’s consolidated financial position as of March 31, 2019, results of operations for the three months ended March 31, 2019 and 2018, and cash flows for the three months ended March 31, 2019 and 2018, as applicable, were made. The interim results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods.

ORGANIZATIONAL CHART

The Company’s corporate structure as of March 31, 2019 is as follows:

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The ~~accompanying consolidated~~ financial statements ~~(consolidated~~ ~~financial~~included ~~statements)~~herein were prepared inby the ~~accordance~~Company, ~~with~~pursuant ~~accounting~~to ~~principles generally accepted in~~ the ~~United~~rules ~~States (GAAP) for interim financial information~~ and ~~with~~regulations of the ~~instructions to Form 10-Q~~ Securities and ~~Article~~Exchange 10Commission ~~of Regulation S-X~~(“SEC”). The ~~Accordingly, these~~information ~~interim~~furnished ~~financial~~herein ~~statements~~reflects doall ~~not~~adjustments ~~include~~(consisting ~~all~~ of ~~the~~normal recurring ~~information~~accruals and ~~notes~~adjustments) ~~required~~that byare, ~~GAAP~~in ~~for~~the ~~complete~~opinion ~~financial statements. All adjustments (consisting~~ of ~~normal~~management, ~~recurring items)~~ necessary to ~~present~~ fairly present the ~~Company’s~~operating ~~consolidated financial position~~results ~~have~~for ~~been~~the ~~included~~respective periods. ~~These~~Certain ~~interim~~information ~~financial~~and ~~statements~~footnote ~~should~~disclosures benormally ~~read~~present in ~~conjunction~~annual ~~with the consolidated~~ financial statements ~~and~~ ~~accompanying notes included~~ prepared in ~~our~~accordance ~~Annual~~with ~~Report~~accounting onprinciples ~~Form~~generally ~~10-K~~accepted ~~for~~in the ~~year~~United ~~ended~~States ~~December 31, 2017. Operating results for the interim periods presented herein are not necessarily indicative~~ of ~~the~~America ~~results~~(“US ~~that~~GAAP”) ~~may~~were ~~be expected for any other interim period~~omitted orpursuant ~~for the entire year. Reclassifications have been made~~ to ~~conform~~such ~~historical~~rules ~~financial~~and ~~statements with the current period’s presentation~~regulations.

The parent company does not have operations. Its main activities were incurring expenses relating to its status as a public company in the United States.

Going Concern

The accompanying consolidated financial statements (“CFS”) were prepared on a going concern basis which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. For the ~~nine~~three months ended ~~September~~March 3031, ~~2018~~2019, the Company ~~realized~~had a net loss ~~from continuing operations~~ of $~~336~~399,~~750~~765. The Company ~~generated no revenue from continuing operations and requires significant funding for its operations with no assurance as to its ability to obtain the funding on reasonable, if any, terms. The Company~~ has an accumulated deficit of $~~37,673,132~~ 30.27 million as of ~~September~~March 3031, ~~2018~~2019. There can be no assurance that the Company will become profitable or obtain necessary financing for its business or that it will be able to continue in business. ~~During~~As ~~the~~of ~~three~~March ~~months ended September 30~~31, ~~2018~~2019, related parties, including ~~the~~ the Company’s chief executive officer, made ~~short-term~~advances ~~loans~~ to the inCompany ~~the amount~~ of $~~4,900,127,~~2.62 ~~most of which was repaid in the fourth quarter of 2018~~million. These issues raise substantial doubt regarding the Company’s ability to continue as a going concern.

Principles of Consolidation

The CFS ~~consolidated financial statements~~ include the accounts of the Company and its subsidiaries~~. The consolidated results of operations and consolidated financial condition of Capital is reflected as net gain from discontinued operations~~, ~~and the assets and liabilities of the discontinued operations at December 31~~DB-Link, ~~2017~~DBUB ~~are~~Pte ~~reflected as current~~ and ~~non-current assets and liabilities of the Company’s discontinued operations~~Huantai. All material intercompany accounts, transactions, balances and profits were eliminated in consolidation.

Noncontrolling Interest

Before May 22, 2018, Capital had invested RMB 6,193,541($898,852) in Zhejiang Lamapai and owned 64.9% interest in Zhejiang Lamapai. The 35.1% owned by the third parties is presented as non-controlling interest. The transfer of the equity in Capital. Capital includes Capital’s equity interest in Zhejiang Lamapai. At September 30, 2018, the Company did not have any non-controlling interest.

The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, “Consolidation,” which governs the accounting for and reporting of non-controlling interests in partially owned consolidated subsidiaries and the loss of control of subsidiaries. Certain provisions of this standard indicate, among other things, that non-controlling interests be treated as a separate component of equity, not as a liability, that increases and decreases in the parent’s ownership interest that leave control intact be treated as equity transactions rather than as step acquisitions or dilution gains or losses, and that losses of a partially owned consolidated subsidiary be allocated to the non-controlling interest even when such allocation might result in a deficit balance. This standard also required changes to certain presentation and disclosure requirements.

The net income attributed to the non-controlling interest is separately designated in the accompanying consolidated statements of income and other comprehensive income (loss). Losses attributable to the non-controlling interest in a subsidiary may exceed the non-controlling interest’s interests in the subsidiary’s equity. The excess attributable to the non-controlling interest is attributed to those interests. The non-controlling interest attributed its share of losses even if that attribution resulted in a deficit non-controlling interest balance.

Currency Translation

The reporting currency of the Company is the United States dollar. The accounts of Huantai were maintained, and its financial statements were expressed RMB and the accounts of DBUB Pte Singapore dollars (SGD), which are the respective functional currency of the subsidiaries. ~~Our~~The Company’s financial statements were translated into United States dollars in accordance with FASB ASC Topic 830-10, ”Foreign Currency Translation,” with the RMB and SGD as the functional currency. According to FASB ASC Topic 830-10, assets and liabilities were translated at the ending exchange rate, stockholders’ equity is translated at the historical rates and income statement items are translated at the average exchange rate for the year. The resulting translation adjustments are reported as other comprehensive income in accordance with FASB ASC Topic 220, ”Reporting Comprehensive Income,” as a component of shareholders’ equity. Transaction gains and losses are reflected in the consolidated statements of operations and comprehensive loss.

The impact of foreign translation from our accounts in RMB and SGD to ~~United~~U.S. ~~States~~ dollars on the Company’s operating results was not material infor the three ~~and nine~~ months ended ~~September~~March 3031, ~~2018~~2019 and ~~2017~~2018. During the translation process, the assets and liabilities of all subsidiaries are translated into US dollars at period-end exchange rates. The revenues and expenses are translated into ~~United~~U.S. ~~States~~ dollars at average exchange rates of the periods. Resulting translation adjustments are recorded as a component of accumulated other comprehensive income within stockholders’ equity.

	March 31,
	2019		2018
RMB to USD exchange rate at period end		0.1485		0.1594
Average RMB to USD exchange rate for the period		0.1482		0.1572

	Nine Months Ended September 30,
	March 31,
	2018		2017
	2019		2018
RMB/$ exchange rate at period end		0.1456		0.1503
SGD to USD exchange rate at period end		0.7383		—
Average RMB/$ exchange rate for the periods		0.1535		0.1469
Average SGD to USD exchange rate for the period		0.7381		—

	Three Months Ended September 30,
	2018		2017
RMB/$ exchange rate at period end		0.1456		0.1503
Average RMB/$ exchange rate for the periods		0.1470		0.1499

	Nine Months Ended September 30,
	2018		2017
SGD/$ exchange rate at period end		0.7316		—
Average SGD/$ exchange rate for the periods		0.7460		—

Transaction gains or losses arising from exchange rate fluctuation on transactions denominated in a currency other than the functional currency were included in the consolidated Statements of Operations and Comprehensive Loss. As a result of the translation, the Company recorded a foreign currency loss of $11,252 and $156,650 for the three months ended March 31, 2019 and 2018.

	Three Months Ended September 30,
	2018		2017
SGD/$ exchange rate at period end		0.7316		—
Average SGD/$ exchange rate for the periods		0.7312		—

Transaction gains or losses arising from exchange rate fluctuation on transactions denominated in a currency other than the functional currency were included in the consolidated Statements of Operations and Comprehensive Loss. As a result of the translation, the Company recorded a foreign currency gain of $13,229 in the nine months ended September 30, 2018 and a loss of $143,326 in the 2017 period, and a foreign currency gain of $12,922 and a loss of $71,063 for the three months ended September 30, 2018 and 2017.

Use of Estimates

The preparation of financial statements in conformity with US GAAP 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 revenues and expenses during the reporting period. ~~Actual~~These ~~results~~significant ~~could~~accounting ~~differ~~estimates or ~~from~~assumptions ~~those~~bear the risk of change because there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.

Business Combinations

For a business combination, the assets acquired, the liabilities assumed and any non-controlling interest in the acquiree are recognized at the acquisition date, measured at their fair values as of that date. In a business combination achieved in stages, the identifiable assets and liabilities, as well as the non-controlling interest in the acquiree, are recognized at the full amounts of their fair values. In a bargain purchase in which the total acquisition-date fair value of the identifiable net assets acquired exceeds the fair value of the consideration transferred plus any non-controlling interest in the acquiree, that excess in fair value is recognized as a gain attributable to the acquirer.

Deferred tax liability and assets are recognized for the deferred tax consequences of differences between the tax bases and the recognized values of assets acquired and liabilities assumed in a business combination in accordance with FASB ASC Subtopic 740-10.

Risks and Uncertainties

The Company is subject to risks from, among other things, intense competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer tastes and requirements, limited operating history, foreign currency exchange rates and the volatility of public markets as well as other risks associated with the restaurant and related industries.

In addition, the Company’s operations are in the PRC and Singapore. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC and Singapore and by the general state of the PRC’s and Singapore’s economy. The Company’s business may be influenced by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

Contingencies

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

IfIn ~~the~~assessing ~~assessment~~loss ofcontingencies arelated ~~contingency~~to ~~indicates~~legal ~~that~~proceedings ~~it is probable~~ that aare ~~material~~pending ~~loss~~against ~~has~~the ~~been~~Company ~~incurred~~or ~~and~~unasserted ~~the~~claims ~~amount~~that ofmay ~~the liability~~result ~~can~~in besuch ~~estimated~~proceedings, ~~then~~ the ~~estimated liability is accrued in the~~ Company’s ~~financial~~evaluates ~~statements. If~~ the ~~assessment~~perceived ~~indicates that~~merits aof ~~potential~~any ~~material~~legal ~~loss~~proceedings ~~contingency is not probable but is reasonably possible,~~ or isunasserted ~~probable~~claims ~~but~~as ~~cannot~~well beas ~~estimated, then~~ the ~~nature~~perceived merits of the ~~contingent~~amount ~~liability, together with an estimate~~ of ~~the~~relief ~~range~~sought ofor ~~possible~~expected ~~loss~~to ~~if determinable and material would~~ be ~~disclosed~~sought therein.

~~Loss~~If ~~contingencies~~the ~~considered~~assessment toof a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be ~~remote~~reasonably byestimated, ~~management~~then ~~are~~the ~~generally~~estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not ~~disclosed~~probable ~~unless~~but ~~they~~is ~~involve~~reasonably ~~guarantees~~possible, inor ~~which~~is ~~case~~probable but cannot be estimated, then the ~~guarantee~~nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

9Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

Cash and Equivalents

Cash and equivalents include cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

Accounts Receivable, net

The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves.

Property and Equipment, net

Property and equipment are stated at cost. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method for substantially all assets with estimated lives of:

Automotive			5 years
Office Equipment			5 years

As of March 31, 2019, and December 31, 2018, property and equipment consisted of the following:

	2019			2018
Automotive	$	256,234		$	116,284
Less: accumulated depreciation		(16,913	)		(8,278	)
Total	$	239,321		$	108,006

Long-Lived Assets

The Company periodically evaluates the carrying value of long-lived assets to be held and used in accordance with FASB ASC 360, “Property, Plant and Equipment,” which requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair market values are reduced for the cost of disposal. Based on its review, the Company believes that, as of ~~September~~March 3031, ~~2018~~2019 ~~(unaudited)~~ and December 31, ~~2017~~2018, there were no significant impairments of its long-lived assets not related to the ~~discontinued~~ discontinued operations.

Fair Value of Financial Instruments

~~FASB~~For certain of the Company’s financial instruments, including cash and equivalents, accrued liabilities and accounts payable, carrying amounts approximate their FV due to their short maturities. FASB ASC Topic 825, “Financial Instruments,” requires ~~the~~disclosure ~~Company~~of ~~disclose~~the ~~estimated~~FV ~~fair values (“fair values”)~~ of financial instruments held by the Company. The carrying amounts reported in the ~~statements~~balance ~~of financial position~~ sheets for current ~~assets and current~~ liabilities ~~qualifying~~each qualify as financial instruments and are a reasonable estimate of ~~fair~~their ~~value~~FVs because of the short period of time between the origination of such instruments and their expected realization and the current market rate of interest.

Fair Value Measurements and Disclosures

FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” defines FV, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for FV measures. The three levels are defined as follow:

•	Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

•	Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

•	Level 3 inputs to the valuation methodology are unobservable and significant to the FV measurement.

As of March 31, 2019, and December 31, 2018, the Company did not identify any assets and liabilities that are required to be presented on the balance sheet at FV.

Revenue Recognition

~~The~~In ~~Company~~May ~~recognizes~~2014 ~~revenue~~the inFASB ~~accordance~~issued ~~with~~Accounting ~~ASC~~Standards ~~Topic~~Update ~~606~~(ASU) No. 2014-09, “Revenue from Contracts with Customers (Topic 606), which supersedes all existing revenue recognition requirements, including most industry-specific guidance.” ~~Revenue~~This isnew ~~recognized~~standard requires ~~when~~a ~~control~~company ofto ~~the~~recognize ~~promised~~revenues when it transfers goods or services ~~is transferred~~ to customers atin an amount that reflects the consideration ~~to which~~ that the ~~entity~~company expects to bereceive ~~entitled to in exchange~~ for those goods or services. ~~Under~~The ~~Topic~~FASB ~~606,~~subsequently ~~revenue~~issued isthe ~~recognized~~following ~~when~~amendments ~~there~~to ASU isNo. a2014-09 ~~contract~~that ~~which~~have ~~has~~the ~~commercial~~same ~~substance~~effective ~~which~~date isand ~~approved~~transition bydate: ~~both~~ASU ~~parties~~No. ~~and~~2016-08, ~~identifies~~Revenue ~~the~~from ~~rights~~Contracts ofwith ~~the~~Customers ~~parties~~(Topic 606): ~~and~~Principal ~~the payment~~versus ~~terms~~Agent Considerations; ASU No. ~~The~~2016-10, ~~Company~~Revenue ~~adopted~~from Contracts with Customers (Topic 606): asIdentifying ofPerformance Obligations ~~January~~and 1,Licensing; ~~2018~~ASU No. ~~Because~~2016-12, ~~all~~Revenue offrom ~~the~~Contracts ~~Company’s~~with ~~prior~~Customers ~~operations~~(Topic ~~are~~606): ~~discontinued and~~Narrow-Scope ~~was~~Improvements ~~disposed~~and ofPractical Expedients; onand ~~May~~ASU ~~22,~~No. ~~2018~~2016-20, ~~the~~Technical ~~adoption~~Corrections ofand Improvements to Topic 606, ~~does~~Revenue ~~not~~from ~~affect~~Contracts ~~the~~with Customers. The Company’s ~~prior~~adopted ~~operations~~these amendments with ASU 2014-09 (collectively, the new revenue standards).

~~Cost~~The new revenue standards became effective for the Company on January 1, 2018, and were adopted using the modified retrospective method. The adoption of ~~Sales~~the new revenue standards as of January 1, 2018 did not change the Company’s revenue recognition as the Company does not have any revenue yet. As the Company will not identify any accounting changes that impacted the amount of reported revenues with respect to its product revenues, no adjustment to retained earnings will be required upon adoption.

Cost of sales consists of actual product cost, which is the purchase price of the product less any discounts. Cost of sales excludes freight charges, purchase and delivery costs, internal transfer, freight charges and the other costs of the Company’s distribution network, which are identified in general and administrative expenses.12

Under the new revenue standards, the Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration which it expects to receive in exchange for those goods. The Company recognizes revenues following the five step model prescribed under ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) we satisfy the performance obligation.

General and Administrative Expenses

General and administrative expenses are comprised principally of payroll and benefits costs for corporate employees, occupancy costs of corporate facilities, lease expenses, management fees, traveling expenses and other operating and administrative expenses, including freight charges, purchase and delivery costs, internal transfer freight charges and other distribution costs.

Share Based Payment

The Company ~~follows~~accounts ~~FASB~~for ~~ASC 718~~share-~~10,~~based ~~“Stock~~compensation ~~Compensation,”~~to ~~which~~employees ~~addresses the accounting for transactions~~ in ~~which an~~accordance ~~entity~~with ~~exchanges~~FASB ~~its~~ASC ~~equity~~Topic ~~instruments~~718, ~~for~~“Compensation ~~goods~~– Stock ~~or services~~Compensation”, ~~with a primary focus on transactions in~~ which anrequires ~~entity~~that ~~obtains employee services in~~ share-based payment transactions. ~~ASC~~with ~~718-10~~employees ~~requires~~be ~~measurement~~measured ~~of the cost of employee services received in exchange for an award of equity instruments~~ based on the grant-date FV ~~fair value~~ of the ~~award~~equity ~~(with~~instrument ~~limited~~issued ~~exceptions).~~and ~~Incremental compensation~~recognized ~~costs~~as ~~arising~~compensation ~~from~~expense ~~subsequent~~over ~~modifications of awards after~~ the ~~grant~~requisite ~~date~~service ~~must be recognized~~period.

The Company accounts for share-based compensation awards to non-employees in accordance with FASB ASC Topic 718 and FASB ASC Subtopic 505-50, “Equity-Based Payments to Non-employees”. Share-based compensation associated with the issuance of equity instruments to non-employees is measured at the FV of the equity instrument issued or committed to be issued, as this is more reliable than the FV of the services received. The FV is measured at the date that the commitment for performance by the counterparty has been reached or the counterparty’s performance is complete.

Income Taxes

~~The~~Income ~~Company~~taxes ~~utilizes~~are ~~FASB~~accounted ~~ASC~~for ~~Topic~~using ~~740,~~an ~~“Income~~asset ~~Taxes~~and liability method.” ~~Deferred~~Under this method, deferred income taxes are recognized for the tax ~~consequences~~ consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to to be realized.

10The Company follows ASC Topic 740, which prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740 also provides guidance on recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods, and income tax disclosures.

Under the provisions of ASC Topic 740, when tax returns are filed, it is likely that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits are classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of income. At March 31, 2019 and December 31, 2018, the Company did not take any uncertain positions that would necessitate recording a tax related liability.

DBUB is subject to U.S. corporate income taxes on its taxable income at a rate of up to 21% for taxable years beginning after December 31, 2017 and U.S. corporate income tax on its taxable income of up to 35% for prior tax years. On December 22, 2017, the Tax Cut and Jobs Act (“Tax Act”) was signed into law. The Tax Act introduced a broad range of tax reform measures that significantly changed the federal income tax laws. The provisions of the Tax Act that may have significant impact on the Company, including the permanent reduction of the corporate income tax rate from 35% to 21% effective for tax years including or commencing on January 1, 2018, one-time transition tax on post-1986 foreign unremitted earnings, provision for Global Intangible Low Tax Income (“GILTI”), deduction for Foreign Derived Intangible Income (“FDII”), repeal of the corporate alternative minimum tax, limitation of various business deductions, and modification of the maximum deduction of net operating loss with no carryback but indefinite carryforward provision. Many provisions in the Tax Act are generally effective in tax years beginning after December 31, 2017. Taxpayers may elect to pay the one-time transition tax over eight years, or in a single lump-sum payment.

To the extent that portions of its U.S. taxable income, such as Subpart F income or GILTI, are determined to be from sources outside of the U.S., subject to certain limitations, the Company may be able to claim foreign tax credits to offset its U.S. income tax liabilities. Any remaining liabilities are accrued in the Company’s consolidated statements of comprehensive income and estimated tax payments are made when required by U.S. law.

The Act also created new taxes on certain foreign-sourced earnings such as global intangible low-taxed income (“GILTI”) under IRC Section 951A, which is effective for the Company for tax years beginning after January 1, 2018. For the three months ended March 31, 2019, the Company has calculated its best estimate of the impact of the GILTI in its income tax provision in accordance with its understanding of the Act and guidance available as of the date of this filing.

Basic and Diluted Earnings (Loss) per Share

~~Earnings~~The Company presents net income (loss) per share ~~are~~(“EPS”) ~~calculated~~ in accordance with FASB ASC Topic 260, “~~Earnings~~Earning ~~per~~Per Share,.” Basic ~~earnings~~EPS ~~(loss)~~is ~~per~~computed ~~share~~by isdividing ~~based~~net ~~upon~~income by the weighted average number of common shares outstanding for the period. Diluted ~~earnings~~EPS is ~~(losses)~~computed ~~per~~similar to basic EPS except that the denominator is increased to include the number of additional common shares that ~~share~~would have been outstanding if all the potential common shares, warrants and stock options had been issued and if the additional common shares were dilutive. Diluted EPS is based on the assumption that all dilutive convertible shares and stock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding options and warrants, and the if-converted method for the outstanding convertible instruments. Under ~~this~~the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. IfUnder ~~convertible~~the ~~shares and stock options are anti~~if-~~dilutive~~converted method, ~~the impact of~~outstanding ~~conversion~~convertible isinstruments ~~not~~are ~~included~~assumed into ~~the~~be ~~diluted~~converted ~~net~~into ~~income~~common ~~per~~stock ~~share.~~at ~~Excluded from~~ the ~~calculation~~beginning of ~~diluted~~the ~~earnings~~period ~~per~~(or ~~share~~at ~~for 2018 and 2017 were warrants to purchase 257,507 shares of common stock because~~ the ~~inclusion~~time of ~~such warrants would have been~~issuance, ~~anti-dilutive~~if later).

Statement of Cash Flows

In accordance with FASB ASC Topic 230, “Statement of Cash Flows,” , cash flows from the Company’s operations are calculated based upon ~~the~~local ~~functional currency, in our case the RMB and SGD~~currencies. As a result, amounts related to ~~changes in~~ assets and liabilities reported on the statement of cash flows ~~will~~may not necessarily agree with ~~the~~ changes in the corresponding balances on the balance sheet. ~~Following~~Cash ~~the disposal of the discontinued operations, cash~~ from ~~operations~~operating, investing and financing activities ~~for the nine months ended September 30, 2018~~ is net of ~~the~~assets ~~effect~~and ofliabilities ~~such disposal~~acquired.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk are cash, accounts receivable, advances to suppliers and other receivables arising from its normal business activities. The Company places its cash in what it believes to be credit-worthy financial institutions. Since the Company has not generated any revenues or commenced operations in its continuing business, the Company cannot evaluate the risk of a concentration of credit risk.

Segment Reporting

FASB ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company. Following the Company’s disposal of its existing business in 2018, the Company has one operating segment, the restaurant business, which has not generated any ~~revenues~~ ~~through~~revenues ~~September~~for 30the three months ended March 31, ~~2018~~2019.

Recent Accounting Pronouncements

In June ~~2018~~2016, the FASB issued ASU ~~2018~~No. 2016-0713, ~~“Compensation~~Financial Instruments-~~Stock~~Credit ~~Compensation~~Losses (Topic ~~718~~326):, ~~Improvements~~which torequires ~~Nonemployee~~entities ~~Share-Based~~to measure ~~Payment~~all ~~Accounting.”~~expected ~~These~~credit ~~amendments~~losses ~~expand~~for financial assets held at the ~~scope~~reporting ofdate ~~Topic~~based ~~718,~~on ~~Compensation—Stock~~historical ~~Compensation~~experience, ~~(which~~current ~~currently~~conditions, ~~only~~and ~~includes~~reasonable ~~share-based~~and ~~payments~~supportable toforecasts. ~~employees)~~This toreplaces ~~include~~the ~~share-based~~existing ~~payments~~incurred ~~issued~~loss tomodel ~~nonemployees~~and ~~for~~is ~~goods~~applicable orto ~~services.~~the measurement ~~Consequently,~~of ~~the~~credit ~~accounting~~losses ~~for~~on ~~share-based~~financial ~~payments~~assets tomeasured ~~nonemployees~~at ~~and~~amortized ~~employees~~cost. ~~will~~This beguidance ~~substantially~~is ~~aligned.~~effective ~~The~~for ~~ASU~~fiscal ~~supersedes~~years, and interim periods ~~Subtopic~~within ~~505-50~~those fiscal years, ~~Equity—Equity-Based~~beginning ~~Payments~~after toDecember ~~Non-Employees~~15, 2019. ~~ASU~~Early ~~2018-07~~application iswill ~~effective~~be permitted for ~~public~~all ~~companies~~entities for fiscal years ~~beginning after December 15~~, ~~2018,~~and ~~including~~ interim periods within ~~that~~those fiscal ~~year~~years, beginning after December 15, 2018. The Company ~~does~~is ~~not~~ currently ~~expect~~evaluating the impact that the ~~adoption~~standard towill have ~~any significant impact~~ on ~~the~~its ~~Company’s financial statements~~CFS.

~~The~~In ~~Company~~January ~~has~~2017, ~~reviewed~~the ~~all~~FASB ~~other~~issued ~~recently~~ASU ~~issued~~No. 2017-04, ~~but~~Simplifying ~~not~~the ~~yet~~Test ~~effective~~for Goodwill Impairment. The guidance removes Step 2 of the goodwill impairment test, ~~accounting~~which ~~pronouncements~~requires ~~and~~a ~~does~~hypothetical ~~not~~purchase ~~believe~~price allocation. A goodwill impairment will now be the ~~future~~amount ~~adoption~~by ofwhich ~~any~~a ~~such~~reporting ~~pronouncements~~unit’s ~~may~~carrying bevalue ~~expected~~exceeds its fair value, not to ~~cause~~exceed athe ~~material~~carrying ~~impact~~amount of goodwill. The guidance should be adopted on a prospective basis for the annual or any interim goodwill impairment tests beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company’s ~~financial~~is ~~statements~~currently evaluating the impact of adopting this standard on its CFS.

11In June 2018, the FASB issued ASU 2018-07, “Compensation — Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting,” which expands the scope of ASC 718 to include share-based payment transactions for acquiring goods and services from non-employees. An entity should apply the requirements of ASC 718 to non-employee awards except for specific guidance on inputs to an option pricing model and the attribution of cost. The amendments specify that ASC 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The new guidance is effective for SEC filers for fiscal years, and interim reporting periods within those fiscal years, beginning after December 15, 2019 (i.e., January 1, 2020, for calendar year entities). Early adoption is permitted. The Company is evaluating the effects of the adoption of this guidance and currently believes that it will impact the accounting of the share-based awards granted to non-employees.

~~Note~~Other 3recent ~~- STOCK~~accounting ~~WARRANTS~~pronouncements issued by the FASB, ~~OPTIONS~~including its Emerging Issues Task Force, ~~AND~~the ~~COMPENSATION~~American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future CFS.

~~Stock~~Note ~~options~~3 - ADVANCES ~~Options~~TO issued have a 10-year life and were vested upon issuance. The option holder has no voting or dividend rights. The grant price was the market price at the date of grant. The Company records the expense of the stock options over the related vesting period. The options were valued using the Black-Scholes option-pricing model at the date of grant stock option pricing and are classified as equity. The outstanding stock warrants were issued in 2015 and 2016. No options or warrants were issued during 2017 and 2018.SUPPLIERS

~~Outstanding~~Advances ~~options~~to ~~and~~suppliers ~~warrants~~represent byadvance ~~exercise~~payments ~~price~~to ~~consisted~~suppliers offor the ~~following~~purchase as of ~~September 30, 2018:~~inventory.

Exercisable
Exercise Price		Number of Shares		Weighted Average Remaining Life (Years)		Weighted Average Exercise Price		Number of Shares		Weighted Average Exercise Price
Warrants:
$	0.75		66,975		0.40	$	0.75		66,975	$	0.75
$	0.75		190,532		0.60	$	0.75		190,532	$	0.75

(1) On November 16, 2015, the Company issued stock warrants to purchase 66,975 shares of common stock at $0.75 per share. The warrants expired on November 15, 2018. The Company determined the fair value of these warrants was $81,375 based on the following assumptions:

Term	3 years
Expected volatility		203	%
Risk – free interest rate		1.2	%
Dividend yield		0	%
Weighted-average grant date fair value	$	1.215

(2) On March 18, 2016, the Company issued warrants to purchase 190,532 shares of common stock at $0.75 per share as part of a private placement of 190,532 units with each unit consisting of one share of common stock and a three-year warrant to purchase one share of common stock. The Company determined that the fair value of these warrants was $206,917 based on the following assumptions:

Term	3 years
Expected volatility		178	%
Risk – free interest rate		1.0	%
Dividend yield		0	%
Weighted-average grant date fair value	$	1.086

Note 4 - INCOME TAXES

The parent company is subject to the United States federal income tax at 21% in 2018 and 34% in 2017. The parent company does not conduct any operations and only incurs expenses, such as legal fees, accounting fees, investor relations expenses and filing fees, relating to the Company’s status as a reporting company under the United States securities laws. DB-Link Ltd is not subject to United States or PRC income tax and is not subject to income tax in the British Virgin Islands.

In the nine months ended September 30, 2018, the United States operating subsidiaries incurred a net operating loss of $195,384. As a result, $41,031 of deferred tax assets and valuation allowance was recorded. In the nine months ended September 30, 2017, the US operating subsidiaries incurred a net operating loss of $70,273. As a result, $23,893 of deferred tax assets and valuation allowance was recorded.

In the three months ended September 30, 2018, the United States operating subsidiaries incurred a net operating loss of $66,420. As a result, $13,948 of deferred tax assets and valuation allowance was recorded. In the three months ended September 30, 2017, the US operating subsidiaries incurred a net operating loss of $45,576. As a result, $15,496 of deferred tax assets and valuation allowance was recorded.

All PRC subsidiaries were sold on May 22, 2018. These entities are subject to the PRC income tax at a rate of 25% before May 22, 2018.

The components of deferred tax assets and liabilities as of September 30, 2018 and December 31, 2017 were as follows:

	2018			2017
Deferred tax assets:
U.S. net operating losses	$	13,948		$	20,978
Foreign entities operating losses		33,365			97,950
Total deferred tax assets		47,313			72,022
Less valuation allowance		(47,313	)		(72,022	)
	$	—		$	—

Reconciliation of the differences between the statutory United States Federal income tax rate and the effective rate for the nine months ended September 30, 2018 (unaudited) and 2017 (unaudited) is as follows:

	2018			2017
Tax (Credit) at statutory rate		(21.0	)%		(34.0	)%
Tax rate difference		(1.1	)%		8.4	%
Valuation allowance		22.1	%		25.6	%
Effective rate		—	%		—	%

Reconciliation of the differences between the statutory United States Federal income tax rate and the effective rate for the three months ended September 30, 2018 (unaudited) and 2017 (unaudited) is as follows:

	2018			2017
Tax (Credit) at statutory rate		(21.0	)%		(34.0	)%
Tax rate difference		1.5	%		8.3	%
Valuation allowance		19.5	%		25.7	%
Effective rate		—	%		—	%

Note 5– DISCONTINUED OPERATIONS

The Company’s former business was the distribution of imported products, including digital products, baby products, health nutrition and frozen food through its online store, applications on mobile devices and also in physical stores. The Company had sustained continuing losses in this business and did not believe it will be able to operate that business profitably. As a result, the Company transferred the equity in Capital to its former chief executive officer in May 2018. The Company’s former business is treated as a discontinued operation.

As of September 30, 2018, the Company had no assets and liabilities associated with the discontinued operations. The following table summarizes the assets and liabilities of the discontinued operations as of December 31, 2017 included in the Consolidated Balance Sheets:

	December 31, 2017
Cash	$	15,167
Accounts receivable		94,465
Inventories		388,609
Advance to suppliers		149,530
Prepaid expenses and other receivables		101,778
Intangible asset		23,694
Other non-current asset		319,694
Property, plant and equipment		156,973
Total assets		1,249,910
Short-term loans		(2,795,441	)
Notes payable		—
Accounts payable		(323,975	)
Advance from customers		(106,292	)
Accrued expenses and other payable		(710,997	)
Income tax payable		(832,306	)
Advance from related party		(823,739	)
Total liabilities		(5,592,750	)
Net liabilities	$	(4,342,840	)

As a result of the sale of the equity interest in Capital to former chief executive officer, the Company recognized a gain of $4,077,267 from the disposition of the equity of Capital and its affiliates stock in the nine months ended September 30, 2018. This amount consists of a $2,456,389 gain from sale of the Company’s equity in Capital and its affiliates and $1,620,878 reflecting the principal of loans by Capital on the date of the transfer, which, as a result of the transfer of the equity in Capital, are no longer obligations of the Company. The obligations were liabilities of Capital with no recourse to the Company.

The following table summarizes the operating results of the discontinued operations included in the Consolidated Statements of Operations and Comprehensive Loss for the nine months ended September 30, 2018 and 2017:

	2018			2017
Sales, net	$	272,204		$	2,386,858
Cost of sales		(246,888	)		(2,273,246	)
Gross profit		25,316			113,612
General and administrative expenses		(188,110	)		(686,305	)
Loss from discontinued operations		(162,794	)		(572,693	)
Other income (expenses)		(59,283	)		(244,826	)
Gain on disposal of discontinued operations		4,077,266			—
Income (loss) before income taxes		3,855,189			(817,519	)
Provision for income taxes		—			(2,123	)
Net income (loss) from discontinued operations, net of income tax	$	3,855,189		$	(819,642	)

Discontinued operations was disposed of on May 22, 2018. As a result, there was no operating results from discontinued operations for the three months ended September 30, 2018. The following table summarizes the operating results of the discontinued operations included in the Consolidated Statements of Operations and Comprehensive Loss for the three months ended September 30, 2017:

	Three Months Ended September 30, 2017
Sales, net	$	404,436
Cost of sales		(413,423	)
Gross profit		(8,987	)
General and administrative expenses		(167,236	)
Loss from discontinued operations		(176,223	)
Other income (expenses)		53,357
Gain on disposition of discontinued operations		—
Income (loss) before income taxes		(122,866	)
Provision for income taxes		(2,123	)
Net income (loss) from discontinued operations, net of income tax	$	(124,989	)

Note 6- OTHER RECEIVABLE

Other receivable of RMB 16,524,200 (US$2,744,197) was advanced by Huantai to a third party to launch restaurant chains in certain regions based on an oral agreement. However, in October 2018, Huantai was not able to reach a written agreement with the party. As a result, the full amount of the advance was repaid to Huantai in October 2018. The advance was made from the loans from related parties (see Note 12), and, upon receipt of payment, payment was used to loans the advance from the related parties by the amount received by Huantai.

Note 7- PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets as of September 30, 2018 and December 31, 2017 were $198,333 and $419,112 respectively. Prepaid expense consists primarily the deferred stock compensation as a result of restricted stocks issued on December 23, 2016. The deferred stock compensation is expensed over three years.

Note 8- REFUNDABLE DEPOSIT

Refundable deposit as of September 30, 2018 and December 31, 2017 were $598,350 and $0 respectively. In July 2018, the Company entered into an oral agreement with a third party pursuant to which the Company advanced to the third party SGD 817,860 (approximately $598,350) as a refundable deposit for the third party to prepare a business plan for the development of restaurants in Singapore, searching for restaurant locations, and negotiating leases for the restaurants. In the event that the third party does not negotiate leases on terms and at locations acceptable to the Company, the third party will refund the advance. The payment to the third party was made from the loans from related parties (see Note 12).

Note 9 - OTHER COMPREHENSIVE INCOME

Other comprehensive income, included in stockholders’ deficit at September 30, 2018 and 2017, is foreign currency translation adjustment. Following the disposal of Capital, Other comprehensive Income was reclassified in the equity section and included in gain on disposal in accordance with ASC 830-30-40-1.

Note 10 - CURRENT VULNERABILITY DUE TO CERTAIN RISK FACTORS

The Company’s proposed operations are in the PRC and Singapore. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC and Singapore and by the general state of the PRC’s and Singapore’s economy. The Company’s business may be influenced by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

Note 11 - SEGMENT INFORMATION

Following the Company’s decision to discontinue its existing business, the Company only has one operating segment the restaurant business, which has not generated revenue as of September 30, 2018.

NOTE 12 - RELATED PARTY TRANSACTION

On May 22, 2018, pursuant to an agreement dated March 29, 2018, the Company sold to its former chief executive officer, who is also a former director and chairman of the board, all of the stock in Capital for the transfer by the former chief executive officer to the Company of 1,738,334 shares of the Company’s common stock, all of the Company’s common stock owned by him. As of May 22, 2018, the 1,738,334 shares were cancelled. As a result of the sale of this subsidiary to the former chief executive officer, the Company effectively sold all of its PRC subsidiaries for the surrender of 1,738,334 shares of common stock valued at $312,900 at $0.18 per share, which was the market price of Company’s common stock share on May 22, 2018. The Company recorded a gain of $4,077,266. See Note 5.

Demand loans from related parties, which included the Company’s chief executive officer, in the amount of RMB 21,433,643 and SGD 2,359,932 ($4,847,411) were made to the Company at an interest rate of 2% per annum, primarily for launching restaurant chains, including the payments referred to in Notes 6 and 8.When no agreement was reached with the third party for the chain restaurants, Huantai received refund from the third party. The refund was paid back to related parties without interest. The remaining balance of advance from related party at the end of October was approximately $930,000.

~~NOTE~~Note 134 - PREPAID ~~STOCKHOLDERS’~~EXPENSES ~~EQUITY~~

OnPrepaid ~~March~~expenses ~~29,~~as ~~2018,~~of ~~the~~March ~~Company entered into a debt conversion agreement with Qishizhihe Investment Co. Ltd.~~31, a2019 ~~British~~and ~~Virgin~~December ~~Island company (“Qishizhihe”)~~31, ~~pursuant~~2018 towas ~~which Qishizhihe agreed to convert loans of RMB4~~$119,~~500,~~000 (and $~~717~~235,~~886) into 10~~265,~~255,522 shares~~ ~~of common stock at $0~~respectively.07 ~~per~~Prepaid ~~share.~~expense ~~Qishizhihe~~consists ~~had made~~ primarily the ~~loans~~deferred ~~pursuant~~stock tocompensation ~~loan~~for ~~and~~restricted ~~security~~stocks ~~agreements~~issued ~~dated~~on December ~~22,~~ ~~2016 and June 1~~23, 2016. The ~~shares~~deferred ~~were~~stock ~~issued~~compensation ~~and~~is ~~the~~expensed over ~~debt~~three ~~was converted on May 3, 2018~~years.

~~Following~~Note ~~the~~5 ~~disposal~~- INTANGIBLE ~~of the BVI and PRC subsidiaries, statutory reserve of $11,542,623 which was appropriated from retained earnings in prior years was transferred to accumulated deficit.~~ASSETS

OnIntangible ~~May~~assets ~~22,~~consisted ~~2018,~~of ~~the~~1) ~~Company~~vehicle ~~cancelled~~license ~~1,738,334~~fee. ~~shares~~Shanghai ofCity ~~common~~controls ~~stock~~the ~~acquired~~number ~~from~~of ~~the~~automobiles ~~former~~to ~~chief~~prevent ~~executive~~heavy ~~officer~~traffic injam ~~connection~~and ~~with~~issues ~~the~~certain ~~transfer~~number of vehicle licenses plate each year by auction, the Company ofneeds to win the ~~equity~~auction inand ~~Capital.~~pay ~~See~~for ~~Notes~~the 5vehicle license ~~and~~plate 10fee, 2) signing fee to Alvin Leung.

On April ~~September 20~~3, 2018, ~~the~~DB-Link ~~Company~~entered ~~sold~~into 1a cooperation agreement with Alvin Leung,~~000~~ as co-founder,~~000~~ ~~shares~~regarding brand cooperation and the catering business in the territory of ~~common~~the Mainland China, Australia, New Zealand and the United States (the “initial territory”). ~~stock~~The atagreement $0provides that Mr.26 ~~per~~Leung ~~share~~will toexclusively anwork ~~investor~~with DB-Link in the initial territory and will provide DB-Link with the ~~whom~~brand wenames ~~have~~of an“Bo” ~~agreement~~and ~~relating~~“Daimon” toin the ~~development~~initial territory, and he granted DB-Link the right of ~~our~~first cooperation ~~restaurant~~before seeking similar cooperation with other parties in Canada, Hong Kong and Europe. DB-Link’s business will be operated by joint venture entities in which DB-Link will hold a 66% equity interest and Mr. Leung a 34% interest. In addition, DB-Link will pay Mr. Leung RMB 800,000 (approximately $127,000), half was paid with the balance payable in 2019.

OnIntangible assets ~~September~~consisted ~~22,~~of ~~2018,~~ the ~~Company~~following ~~sold~~at ~~150~~March 31,~~000~~ ~~shares~~2018 ofand ~~common stock~~December to31, ~~an unrelated party $0.26 per share.~~2018:

	2019			2018
Signing fee	$	118,808		$	—
Vehicle license		20,792			20,354
Subtotal		80,196			20,354
Less: accumulated amortization		(5,940	)		—
Net	$	133,660		$	20,354

Amortization of intangible assets for the three months ended March 31, 2019 and 2018 was $5,928 and $0. As of March 31, 2019, the annual amortization for next five years is expected to be $16,039 for each year.

Note 6 - ACCRUED EXPENSES AND OTHER PAYABLES

Accrued expense and other payables consisted of the following at March 31, 2019 and December 31, 2018:

	2019		2018
Accrued expenses	$	101,332	$	41,650
Due to unrelated parties		306,361		39,256
Payable for social insurance		377		—
Signing fee payable		59,405		—
Franchise fee		73,175		73,449
Total	$	540,650	$	402,976

Accrued expenses mainly consisted of accrued payroll, audit and legal fee, etc. Due to unrelated parties were short term advance for the Company’s working capital needs, which bore no interest and payable upon demand.

The Company entered a franchise agreement in August 2018, the Company will grant the franchise right and assist the franchisee to open a franchise restaurant in Taipei City. The franchisee shall pay RMB 1.00 million ($0.15 million) for entering this agreement, 50% of it was paid at signing of the agreement, the remaining 50% shall be paid when the franchisee raised enough restaurant starting fund (not less than RMB 6.00 million ($0.89 million)). The franchisee will receive 50,000 shares of the Company’s stock when the RMB 1.00 million ($0.15 million) is fully paid to the Company. However, as of March 31, 2019, the franchise agreement was ceased and other terms of the franchise agreement was not fulfilled and unlikely to be fulfilled. Accordingly and until the settlement is reached by both parties, the 1^st RMB 0.50 million ($0.07 million) that the Company received was recorded as the Company’s liability.

~~Item~~Note 2.7 ~~Management’s~~- RELATED ~~Discussion~~PARTY ~~and Analysis of Financial Condition and Results of Operations.~~TRANSACTIONS

Advance to related party

Advance to related party at March 31, 2019 and December 31, 2018 was $82,213 and $33,693, respectively, representing the advance to the director of DBUB Pte, for his business related use, such as business travel and lodging.

Advance from related parties

The Company borrowed money from certain related parties for its working capital needs. At March 31, 2019 and December 31, 2018, advance from related parties were consisting of the following:

	2019		2018
Loan from CEO (including accrued interest)	$	2,070,110	$	2,687,008
Loan from an officer (including accrued interest)		531,780		424,942
Loan from affiliated companies (no interest, payable upon demand)		18,032		83,357
Loan from other related party (no interest, payable upon demand)		—		36,564
Total	$	2,619,922	$	3,231,871

On June 14, 2018, DBUB Pte entered a loan agreement with the Company’s CEO for the amount of SGD 5.00 million ($3.69 million) for a term of 24 months. The annual interest rate is 24%. The borrower can make repayment of the loan anytime without prepayment penalty. As of March 31, 2019 and December 31, 2019, DBUB Pte owed CEO principal and accrued interest of $1.95 million and $2.57 million, respectively.

On January 25, 2018, Huantai entered a loan agreement with the Company’s CEO for the amount of RMB 700,000 ($0.10 million) with maturity on December 31, 2018. The monthly interest rate is 2%. The borrow may choose to make the repayment anytime without prepayment penalty. The loan agreement is orally extended at maturity and become payable upon demand. As of March 31, 2019 and December 31, 2019, Huantai owed CEO principal and accrued interest of $0.12 million and $0.12 million, respectively.

On July 2, 2018, Huantai entered a loan agreement with the Company’s officer for the amount of RMB 5.00 million ($0.74 million ) with maturity on December 31, 2018. The monthly interest rate is 2%. The borrow may choose to make the repayment anytime without prepayment penalty. The loan agreement is orally extended at maturity and become payable upon demand. As of March 31, 2019 and December 31, 2019, Huantai owed this officer principal and accrued interest of $0.53 million and $0.42 million, respectively.

Note 8 - COMMON STOCK

On March 18, 2016, the Company issued warrants to purchase 190,532 shares of common stock at $0.75 per share as part of a private placement of 190,532 units with each unit consisting of one share of common stock and a three-year warrant to purchase one share of common stock. The Company determined that the fair value of these warrants was $206,917 based on the following assumptions:

Term	3 years
Expected volatility		178	%
Risk – free interest rate		1.0	%
Dividend yield		0	%
Weighted-average grant date fair value	$	1.086

The warrants were expired on March 17, 2019, there is no any outstanding warrants and options at March 31, 2019.

Note 9 - INCOME TAXES

The parent company is subject to the U.S. federal income tax at 21% in three months ended March 31, 2019 and 2018. The parent company does not conduct any operations and only incurs expenses, such as legal fees, accounting fees, investor relations expenses and filing fees, relating to the Company’s status as a reporting company under the U.S. securities laws. DB-Link Ltd is not subject to U.S. or PRC income tax and is not subject to income tax in the British Virgin Islands.

In three months ended March 31, 2019 and 2018, the U.S. parent company incurred a net operating loss of $41,681 and $59,541. As a result, $8,753 and $12,504 of deferred tax assets and the same amount of valuation allowance were recorded to offset deferred tax assets in three months ended March 31, 2019 and 2018.

The Company’s PRC subsidiary Huantai was subject to the PRC income tax at a rate of 25%. Singapore subsidiary DBUB Pte was subject to an income tax rate of 17%.

The components of deferred income tax assets and liabilities as of March 31, 2019 and December 31, 2018 are as follows:

	2019			2018
Deferred tax assets:
U.S. net operating losses	$	71,920		$	63,167
PRC operation		105,856			69,593
Singapore operation		128,517			89,133
Discontinued operation		—			37,753
Total deferred tax assets		306,293			259,646
Less valuation allowance		(306,293	)		(259,646	)
	$	—		$	—

Reconciliation of the differences between the statutory U.S. Federal income tax rate and the effective rate is as follows for the three months ended March 31, 2019 and 2018.

	2019			2018
Tax benefit at US Statutory Rate		(21.0	)%		(21.0	)%
Tax rate difference		0.8	%		(2.9	)%
Valuation allowance		20.2	%		23.9	%
Effective rate		—	%		—	%

Note 10 – DISCONTINUED OPERATIONS

As of December 31, 2018, the Company had no assets and liabilities associated with the discontinued operations. As a result of the sale of Capital to former chief executive officer, the Company recognized a gain of $4,077,267 from the disposition of Capital and its affiliates stock in the year ended December 31, 2018. This amount consists of a $2,456,389 gain from sale of the Company’s equity in Capital and its affiliates and $1,620,878 reflecting the principal of loans by Capital on the date of the transfer, which, as a result of the transfer of the equity in Capital, are no longer obligations of the Company. The obligations were liabilities of Capital with no recourse to the Company.

ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Special Note Regarding Forward Looking Statements

In addition to historical information, this report contains forward-looking statements. We use words such as “believe,” “expect,” “anticipate,” “project,” “target,” “plan,” “optimistic,” “intend,” “aim,” “will” or similar expressions which are intended to identify forward-looking statements. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, as well as assumptions, which, if they were to ever materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements.

Readers are urged to carefully review and consider the various disclosures made by us in this report and our other filings with the SEC. These reports attempt to advise interested parties of the risks and factors that may affect our business, financial condition and results of operations and prospects. The forward-looking statements made in this report speak only as of the date hereof and we disclaim any obligation, except as required by law, to provide updates, revisions or amendments to any forward-looking statements to reflect changes in our expectations or future events.

Overview

From 2007 until the first quarter of 2017, we were engaged in the resale and distribution of third party products such as mobile phones, facsimile machines, DVD players, stereos, speakers, MP3 and MP4 players, iPods, electronic dictionaries, CD players and audio systems. AsDue ato ~~result of~~ declining sales and continuing losses, we discontinued this business. We had previously imported into China digital products, baby products, health nutrition and frozen food products, but this business was discontinued prior to December 31, 2017.

On February 15, 2018, our directors and officers resigned and we brought in new management and changed our business. WeOur business plan towill ~~open~~be opening, ~~manage~~ managing and ~~operate~~operating upscale restaurants and license our restaurants to restaurant operators. We may also enter into agreements with licensees pursuant to which our wholly-owned subsidiary, DB-Link Ltd, and the licensee would invest in the restaurant. Our business plan contemplates that DB-Link will have a majority interest in the joint venture entity that operates the restaurants, DB-Link will manage the restaurants for which it will receive a management fee, DB-Link will establish a restaurant business related training school to train chefs and wait staff, and DB-Link will operate its own online restaurant supplies store to service the restaurants we own or license. However, we cannot assure you that we will be able to open and operate restaurants or enter into license agreements with qualified licensees or the terms of any license or management agreement.

In furtherance of our plan to engage in the upscale restaurant business, on April 3, 2018, DB-Link entered into an agreement dated March 16, 2018, with Alvin Leung, regarding brand cooperation and the catering business in the initial territory of mainland China. The agreement provides that Mr. Leung will exclusively work with DB-Link in the initial territory and will provide DB-Link with the brand names of “Bo” and “Daimon” in the initial territory, and he granted DB-Link a first right of cooperation before seeking similar cooperation with other third parties in Canada, Hong Kong and Europe. DB-Link’s business will be operated by joint venture entities in which DB-Link will hold a 66% equity interest and Mr. Leung a 34% interest. In addition, DB-Link will pay Mr. Leung RMB 800,000 (approximately $127,000), half ~~of which~~ was paid with the balance ~~being~~ payable in 2019.

In view of our desire to disengage infrom our former business, on March 29, 2018, we entered into an agreement with Zhenggang Wang, ~~who~~ who was a director, chief executive officer and chairman of the board of the Company until his resignation on February 1, 2018, pursuant to which we sold to Mr. Wang all of the stock in our wholly-owned subsidiary, Capital Future Development Limited (“Capital”), a British Virgin Islands company, for the transfer by Mr. Wang to us of 1,738,334 shares of our common stock, ~~which represents~~ all of the common stock owned by Mr. Wang. All of our consolidated liabilities at December 31, 2017 were liabilities of Capital and its subsidiaries, with the result that subsequent to the transfer of the equity in Capital, the liabilities of Capital ceased to be our liabilities. The shares acquired by us were cancelled. All of our former business was conducted through Capital and its subsidiaries. The transfer of the stock of Capital was consummated in May 2018.

Following the transfer of the stock of Capital, we have three subsidiaries, DB-Link, Huantai and DBUB Pte. Our business will be conducted through Huantai and DBUB Pte. We anticipate we will have separate subsidiaries for the restaurants we own or operate although we may have one subsidiary owning more than one restaurant in a city.

On September 5, 2018, we changed our corporate name to DBUB Group Inc. through ~~the~~a merger of usour Company with our wholly-owned subsidiary, DBUB Group Inc., a Nevada corporation.

Results of Operations

~~Three~~We incurred general and ~~nine~~administrative expenses of $297,135 and $67,420, respectively, for the three months ended ~~September~~March 3031, 2019 and 2018. These expenses related primary to expenses incurred as a public reporting company such as audit fees, legal fees, filing, transfer agent fees and, ~~2017~~to a lesser extent, starting from mid-2018 through March 31, 2019, increased expenses relating to preliminary efforts to begin to develop our restaurant business. Our loss from operations was $297,135 and $67,420 respectively, for three months ended March 31, 2019 and 2018.

For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2018~~2019, we had nototal ~~sales~~non-operating ~~and~~expense ~~we incurred general and administrative expenses~~ of $~~201~~102,~~689 and~~630, including $~~338~~136,~~180,~~303 ~~respectively.~~interest ~~For~~expense on the ~~three~~loans ~~and~~from ~~nine~~the ~~months~~CEO ~~ended~~and ~~September~~an 30officer, ~~2017, our general~~ and ~~administrative~~bank ~~expenses~~charge ~~were~~ $621,~~339 and $186~~284,~~231,~~ ~~respectively.~~which ~~These~~was ~~expenses~~partly ~~related~~offset ~~primary~~by toevent ~~expenses incurred as a public reporting company~~ and, ~~to a~~brand ~~lesser~~management ~~extent,~~income ~~in the nine months ended September 30, 2018, to expenses relating to preliminary efforts to begin to develop~~of ~~our proposed restaurant business. Our net loss from continuing operations was~~ $~~199~~34,~~879~~694. ~~and~~For ~~$336,750, for~~ the three ~~and nine~~ months ended ~~September~~March 3031, 2018 ~~and $62~~,~~649~~ ~~and~~we ~~$186,983~~had ~~for~~total ~~the~~non-operating ~~three~~income ~~and~~of ~~nine months ended September 30, 2017~~$218.

17For the three months ended March 31, 2019, we have a net loss of $399,765, or $0.02 loss per share (basic and diluted). For the three months ended March 31, 2018, we have a net loss attributable to us of $194,550, or $0.02 loss per share (basic and diluted). The net loss from continuing operations was $0.01 loss per share and the net loss from discontinued operations was $0.01 loss per share.

WeForeign ~~had~~Currency aTranslation gain from discontinued operations of $3,855,189 for the nine months ended September 30, 2018 primarily due to the gain on disposal of $4,077,266 when the Company sold the discontinued business to former CEO. In 2017, we had a loss from discontinued operations of $126,610 and $819,642 for the three and nine months ended September 30, 2017. We had no gain or loss from discontinued operations for the three months ended September 30, 2018.Adjustments

~~For~~The ~~the~~impact ~~three~~of ~~and~~foreign ~~nine~~translation ~~months~~from ~~ended~~our ~~September~~accounts ~~30,~~in ~~2018,~~RMB weto ~~have~~US adollar ~~net~~on ~~loss~~our ~~attributable~~operating toresults uswas ofnot ~~$199,879~~material. ~~and~~During ~~net~~the ~~gain of $3,558,362,~~translation orprocess, ~~$(0.01)~~the assets and ~~$0.22~~liabilities ~~per~~of ~~share~~all ~~(basic~~PRC subsidiaries and ~~diluted),~~Singapore are ~~respectively.~~translated ~~The~~into ~~net~~US ~~loss~~dollars ~~from~~at ~~continuing~~period ~~operations~~end ~~was $(0~~exchange rates.~~01)~~ ~~per~~The ~~share (basic~~revenues and ~~diluted)~~expenses ~~and~~are ~~the~~translated ~~net~~into ~~income~~US ~~from~~dollars ~~discontinued~~at ~~operations~~average ~~was~~exchange $0rates of the period.24 ~~per~~Resulting ~~share~~translation adjustments ~~(basic~~are ~~and~~recorded ~~diluted)~~as ~~for~~a ~~the~~component ~~nine~~of ~~months ended~~accumulated ~~September~~other ~~30,~~comprehensive ~~2018~~income within stockholders’ equity.

For the three and nine months ended September 30, 2017, we had a net loss attributable to us of $115,127 and $792,963, or $(0.03) and $(0.09) per share (basic and diluted). The net loss from continuing operations was $(0.02) and $(0.02) per share (basic and diluted) and the net loss from discontinued operations was $(0.01) and $(0.07) per share (basic and diluted) for the three and nine months ended September 30, 2017.

	2019		2018
RMB to USD exchange rate at period end		0.1485		0.1594
Average RMB to USD exchange rate for the period		0.1482		0.1572
SGD to USD exchange rate at period end		0.7383		—
Average SGD to USD exchange rate for the period		0.7381		—

Transaction gains or losses arising from exchange rate fluctuation on transactions denominated in a currency other than the functional currency were included in the consolidated results of operations. As a result of the translation, DBUB recorded a foreign currency loss of $11,243 for the three months ended March 31, 2019 and $156,650 for the three months ended March 31, 2018, which is a separate line item on the Statements of Operations and Comprehensive Loss.

Liquidity and Capital Resources

~~Our~~Operations and liquidity needs are funded primarily through cash flows ~~for~~from ~~the~~advances ~~nine~~from ~~month~~related ~~periods~~parties ~~are~~including ~~summarized~~our asCEO ~~follows:~~and an officer and equity financing.

	Nine Months Ended September 30,
	2018			2017
Net cash used in operating activities	$	(2,868,284	)	$	(429,164	)
Net cash provided by (used in) investing activities		(194,098	)		(7,296	)
Net cash provided by financing activities		4,328,067			344,087
Effect of exchange rate change on cash and equivalents		29,413			(18,610	)
Net increase (decrease) in cash and equivalents		1,295,099			(110,983	)
Cash and equivalents at beginning of period		23,048			135,847
Cash and equivalents at end of period	$	1,318,147		$	24,864

As of March 31, 2019, cash and equivalents were $1,376,965, the Company’s current assets totaled $1,699,128, the Company’s current liabilities were $3,166,112, and the Company’s working capital deficiency was $1,466,984. During the three months ended March 31, 2019, the Company’s net cash provided by operating activities was $485,919. Cash and equivalents as of March 31, 2019 were solely bank accounts in the US, Singapore and China.

~~Net~~As ~~cash~~of ~~used~~December in31, ~~operating~~2018, ~~activities~~cash ~~was~~and equivalents were $21,~~868~~554,~~284~~049, ~~for~~ the ~~nine~~Company’s ~~months~~current ~~ended~~assets ~~September~~totaled 30$2,840,690, ~~2018. Net~~the ~~cash used in operating~~Company’s ~~activities~~current ~~was~~liabilities ~~mainly~~were ~~attributable to several factors~~$3,652,036, ~~including~~and ~~(i)~~the ~~increase~~Company’s inworking ~~other~~capital ~~receivable~~deficiency ofwas $2811,~~893,359~~346. ofFor ~~deposits~~the ~~paid~~three months ended toMarch ~~third~~31, ~~party~~2018, ~~and~~the ~~(ii)~~Company’s ~~increase~~net incash ~~advance~~used toin ~~suppliers~~operating ofactivities was $81113,~~408~~880. ~~and~~Our ~~prepaid~~cash ~~expenses~~used ofand ~~$808,430,~~provided ~~offset~~for bythe ~~add~~three months ~~back~~ended ofMarch ~~non-cash item~~31, ~~stock~~2019 ~~based~~and ~~compensation~~2018 ofwas ~~$119,000.~~as follows:

Net cash used in operating activities was $429,164 for the nine months ended September 30, 2017. Net cash used in operating activities was mainly attributable to discontinued operations, including (i) change in assets of discontinued operations of $1,158,189 and (ii) change in liabilities of discontinued operations of $671,241, offset by add back of non-cash item stock based compensation of $119,000

	2019			2018
Net cash provided by (used in) operating activities	$	485,919		$	(113,880	)
Net cash used in investing activities		(140,345	)		(52,810	)
Net cash provided by (used in) financing activities		(517,508	)		90,230
Effect of exchange rate change on cash and equivalents		(5,150	)		85,139
Net increase (decrease) in cash and equivalents		(177,084	)		8,679
Cash and equivalents at beginning of period		1,554,049			23,048
Cash and equivalents at end of period	$	1,376,965		$	31,727

	Nine Months Ended September 30,
	2018			2017
Net cash used in investing activities	$	(194,098	)	$	(7,296	)

Net cash provided by operating activities was $485,919 for the three months ended March 31,2019 compared to net cash used in operating activities of $113,880 for the three months ended March 31, 2018. This increase in net cash provided by operating activities for the three months ended March 31, 2019 was mainly attributable to increase in cash inflow of prepaid expenses and deposit by $566,071, and increase in cash inflow of other receivables by $300,333; which was partly offset by increased net loss by $180,093, and decreased cash inflow from accounts receivable by $51,025, and decreased cash inflow from inventory by $52,456.

Net cash used in investing activities ~~included~~for ~~capital~~the ~~expenditure~~three onmonths ended ~~property~~March ~~and~~31, ~~equipment~~2019 was $140,345. It consisted mainly of equipment purchase amounted to $~~106~~140,~~230~~435. ~~and~~Net ~~payment~~cash ~~for~~used ~~intangible~~in investing ~~asset~~activities offor the three months ended March 31, 2018 was $8252,~~901~~810, which was attributed to $4,971 equipment purchase and $47,839 payment to Alvin for entering an agreement with him for developing the restaurant business with Alvin’s expertise.

	Nine Months Ended September 30,
	2018		2017
Net cash provided by financing activities	$	4,328,067	$	344,087

Net cash used in financing activities for the three months ended March 31, 2019 was $517,508. Net cash provided by financing activities for the three months ended March 31, 2018 was $90,230. The increase in cash outflow in the three months ended March 31, 2019 was mainly due to repayment of loan principal and interest to CEO.

Net cash provided by financing activities was primarily from advance from related party $4,900,127 and proceeds from sale of common stock $299,000.

Cash and equivalents as of September 30, 2018 included:

Name of Entity	Region	Currency		September 30, 2018
DBUB	US entity		USD		4,598
Huantai	Chinese entity		CNY		319,343
DBUB Pte	Singapore entity		SGD		1,731,881

Cash and equivalents as of December 31, 2017 were solely bank accounts in US and China. All cash and cash equivalents, other than $7,881 at December 31, 2017, represented cash held by the discontinued operations.

Working Capital Requirements

With the change in our business, our working capital requirements relate to our proposed restaurant business. Before we can open any restaurant, we will ~~require~~need sufficient upfront capital to cover our cash outlays before we generate revenue. These expenditures ~~relate~~include to finding an acceptable location, negotiating a lease and making the initial payments under the lease, making the leasehold improvements, including the purchase or lease of restaurant equipment, obtaining necessary permits, developing relationships with food suppliers and the media, and recruiting and training staff and payroll during the preopening period. Until we have demonstrated that we are able to operate an upscale restaurant profitable, we may have difficulty in obtaining the financing. It may be necessary for us to provide the financing source with an equity position in a restaurant, which would reduce our percentage interest in the restaurant. Our principal source of funds for the ~~nine~~three months ended ~~September~~March 3031, ~~2018~~2019 was loans from related parties, including our chief executive officer. ~~The~~and ~~loans~~an ~~were~~officer. ~~due~~These onloans ~~demand~~had term with anrange ~~interest~~from ofsix 2%months ~~per~~to ~~annum.~~24 ~~During~~months ~~October~~with ~~2019,~~annual weinterest of ~~paid~~24% ~~RMB 16,424,200~~ (~~approximately~~see ~~$2,380,318) to~~Note ~~the related parties~~7). To the extent ~~that~~ we have to raise funds through the sale of our equity securities, it would be necessary for us to issue equity at a discount from the market price, which could result in significant dilution to our stockholders. We do not have any agreement or understanding with any financing source and we cannot assure you ~~that~~ we will be able to obtain the funding required for any restaurant. To the extent ~~that~~ we are not able to obtain the necessary financing, we may not be able to open restaurants, which would severely impair our ability to operate profitably. ~~We currently have no commitments from any financing sources.~~ There is no assurance we will be able to raise any funds on terms favorable to us, or at all or that related parties will provide us with short-term financing to meet our immediate cash needs. In the event we issue shares of equity or convertible securities, the shares held by our existing stockholders would be diluted. Future expansion will be limited by the availability of financing products and raising capital.

Going Concern

As discussed in Note 2 to the financial statements, we had net loss of $399,765 and $194,550 for three months ended March 31, 2019 and 2018, respectively. Our accumulated deficit was $30.27 million as of March 31, 2019. In addition, our cash position substantially deteriorated from 2010, and we have significant cash requirements for our restaurant business. These issues raise substantial doubt regarding our ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Off-Balance Sheet Arrangements

We have nonot ~~off-balance~~entered ~~sheet~~into ~~arrangements~~any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as stockholders’ equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

Critical Accounting Policies and Estimates

Our management’s discussion and analysis of our financial condition and results of operations isare based ~~upon~~on our consolidated financial statements (“CFS”), which were prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The preparation of these financial statements requires us to make estimates~~, judgments~~ and assumptions that affect the reported amounts of assets, ~~liabilities, revenues~~ and ~~expenses,~~liabilities and the ~~related~~ disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported net sales and expenses during the reporting periods. On an ongoing basis, we evaluate our estimates and assumptions. We base our estimates on historical experience and on various other ~~assumptions~~factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value ~~values~~ of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

AnWhile ~~accounting~~our ~~policy~~significant ~~is considered to be critical if it requires an~~ accounting ~~estimate~~policies ~~to be made based on assumptions about matters that~~ are ~~highly~~more ~~uncertain~~fully atdescribed ~~the time the estimates are made, and if different estimates that reasonably could have been used, or changes~~ in ~~the~~Note ~~accounting~~2 ~~estimates that are reasonably likely~~ to ~~occur~~our CFS, ~~could~~we ~~materially impact the consolidated financial statements. We~~ believe the following ~~critical~~ accounting policies are ~~reflect~~ the ~~more~~most ~~significant~~critical ~~estimates~~to ~~and~~assist ~~assumptions~~you ~~used~~ in ~~the~~fully ~~preparation~~understanding ofand ~~the~~evaluating ~~consolidated~~this ~~financial~~management ~~statements~~discussion and analysis.

19Principles of Consolidation

The CFS include the accounts of the Company and its subsidiaries, DB-Link, DBUB Pte and Huantai. All material intercompany accounts, transactions, balances and profits were eliminated in consolidation.

Revenue Recognition

~~Our~~In ~~revenues~~May ~~were~~2014 ~~generated~~the ~~from~~FASB ~~sales~~issued ofAccounting ~~imported~~Standards ~~products~~Update (ASU) No. 2014-09, Revenue from ~~discontinued~~Contracts ~~operation~~with inCustomers ~~the~~(Topic ~~first~~606), ~~quarter~~which supersedes ofall ~~2018~~existing revenue recognition requirements, including most industry-specific guidance. ~~All~~This ofnew ~~our~~standard ~~revenue~~requires ~~transactions~~a ~~contain~~company ~~standard~~to ~~business~~recognize ~~terms~~revenues ~~and~~when ~~conditions.~~it Wetransfers ~~determine~~goods or services to customers in an amount that reflects the ~~appropriate~~consideration that ~~accounting~~the company expects to receive for ~~these~~those ~~transactions~~goods ~~after considering~~or ~~(1)~~services. ~~whether~~The aFASB ~~contract~~subsequently ~~exists;~~issued ~~(2)~~the ~~when~~following amendments to ~~recognize~~ASU No. ~~revenue~~2014-09 onthat have the ~~deliverables;~~same effective date and transition date: ASU No. 2016-08, Revenue from Contracts with Customers (3Topic 606): ~~whether~~Principal ~~all~~versus ~~elements~~Agent ~~of the~~Considerations; ~~contract~~ASU ~~have~~No. ~~been~~2016-10, ~~fulfilled~~Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and ~~delivered.~~Licensing; InASU ~~addition~~No. 2016-12, ~~our~~Revenue ~~revenue~~from ~~recognition~~Contracts ~~policy~~with ~~requires~~Customers an(Topic ~~assessment~~606): asNarrow-Scope toImprovements ~~whether~~and Practical ~~collection~~Expedients; isand ~~reasonably~~ASU ~~assured~~No. 2016-20, ~~which~~Technical ~~inherently~~Corrections ~~requires~~and usImprovements to ~~evaluate~~Topic ~~the~~606, ~~creditworthiness~~Revenue offrom ~~our~~Contracts ~~customers~~with Customers. ~~Changes in judgments~~The onCompany adopted these ~~assumptions~~amendments ~~and~~with ~~estimates~~ASU ~~could~~2014-09 ~~materially~~(collectively, ~~impact~~ the ~~timing~~new ~~or amount of~~ revenue ~~recognition~~standards).

~~Item 3. Quantitative and Qualitative Disclosures About Market Risk.~~22

The new revenue standards became effective for the Company on January 1, 2018, and were adopted using the modified retrospective method. The adoption of the new revenue standards as of January 1, 2018 did not change the Company’s revenue recognition as the Company does not have any revenue yet. As the Company will not identify any accounting changes that impacted the amount of reported revenues with respect to its product revenues, no adjustment to retained earnings will be required upon adoption.

General and Administrative Expenses

Segment Reporting

FASB ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company. Following the Company’s disposal of its existing business in 2018, the Company has one operating segment, the restaurant business, which has not generated any revenues for the three months ended March 31, 2019.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

~~Item~~ITEM 4. ~~Controls~~CONTROLS ~~and~~AND ~~Procedures.~~PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, our management conducted an evaluation of our disclosure controls and procedures as of ~~September~~March 3031, ~~2018~~2019, as such term is is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of such date, the Company’s disclosure controls and procedures were not effective due to the material weakness in our internal controls identified in our Annual Report on Form 10-K for the year ended December 31, ~~2017~~2018.

Disclosure controls and procedures are designed to provide that information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated, recorded, processed, summarized, communicated to our management, including our principal executive officer and principal financial officer and reported within the time periods specified in Securities and Exchange Commission rules and forms.

Changes in Internal Control Over Financial Reporting

AsThere ~~reported~~were inno ~~our~~changes ~~annual~~in ~~report on Form 10-K for the year ended December 31, 2017, management has determined that~~ our internal ~~audit our~~control ~~internal~~over ~~controls~~financial ~~contains~~reporting ~~material~~(“ICFR”) ~~weaknesses~~that ~~and~~occurred ~~identified~~during ~~the following material weaknesses:~~ our ~~inability~~fourth ~~to record transactions~~fiscal ~~and~~quarter ~~provide~~that ~~disclosures~~have inmaterially ~~accordance~~affected, ~~with~~or USare ~~GAAP.~~reasonably ~~The~~likely ~~current staff in our accounting department is inexperienced in US GAAP and needs substantial training~~ to ~~meet~~materially ~~the demands of a United States public company. The accounting skills and understanding necessary to fulfill the requirements of US GAAP-based reporting~~affect, ~~including~~our ~~the preparation of financial statements and consolidation, are inadequate~~ICFR.

There was no change in our internal control over financial reporting that occurred during the first quarter of 2018 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.23

PART II. OTHER INFORMATION

~~Item~~ITEM 21. ~~Unregistered~~LEGAL ~~Sales of Equity Securities and Use of Proceeds.~~PROCEEDINGS

OnManagement is ~~September~~not ~~20,~~aware ~~2018,~~of weany ~~sold~~legal ~~1,000,000~~proceedings ~~shares~~contemplated by any governmental authority or any other party involving us or our properties. As of ~~common~~the ~~stock~~date atof ~~$0.26~~this ~~per~~Quarterly ~~share~~Report, no director, officer or affiliate is (i) a party adverse to anus ~~investor~~in ~~with~~any ~~whom~~legal weproceeding, or ~~have~~(ii) has an ~~agreement~~adverse ~~relating~~interest to ~~the~~us ~~development~~in any legal proceedings. Management is not aware of ~~our~~any ~~restaurant~~other legal proceedings pending ~~business~~or that have been threatened against us or our properties.

~~On September 22, 2018, we sold 150,000 shares~~ITEM ~~of common stock to an unrelated party $0~~1A.26 ~~per~~RISK ~~share~~FACTORS.

~~The shares were issued pursuant to Regulation~~Not Sapplicable ~~of the SEC pursuant~~ to ~~the~~a ~~Securities~~smaller ~~Act~~reporting ~~of 1933, as amended~~company. ~~The proceeds from the sale of the shares was used for working capital purposes.~~

20ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~Item~~There 5.were ~~Other~~no ~~Information~~issuance of options or shares, registered or not, during three-month period ended March 31, 2019.

~~In July 2018, we entered into an oral~~ITEM agreement with an unrelated party, pursuant to which we advanced to the third party SGD 817,860 (approximately $598,350) to prepare a business plan for the development of restaurants in Singapore, searching for restaurant locations, and negotiating leases for the restaurants3. In ~~the~~DEFAULTS ~~event~~UPON ~~that~~SENIOR ~~the third party does not negotiate leases on terms and at locations acceptable to us, the third party will refund the advance.~~SECURITIES

~~Item~~No 6senior securities were issued and outstanding during the three-month period ended March 31, 2019. ~~Exhibits.~~

31.1	Rule 13a-14(a)/15d-14(a) certification of Chief Executive Officer
31.2	Rule 13a-14(a)/15d-14(a) certification of Principal Financial Officer
32.1	Section 1350 certification of Chief Executive Officer and Chief Financial Officer
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

ITEM 4. MINE SAFETY DISCLOSURES

21Not applicable to our Company.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit No	Document Description
3.1*	Amended and Restated Articles of Incorporation of the Registrant (Incorporated by reference from the Registrant’s Exhibit 3/1 of Form 8-K filed with the SEC on January 3, 2007)
3.2*	By-laws of the Registrant (Incorporated by reference from the Registrants Exhibit 3.2 of Annual Report on Form 10-K filed with the SEC on March 27, 2008)
31.1**	Certification of Principal Executive Officer pursuant to Rule 13A-14(A)/15D-14(A) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2**	Certification of the Principal Accounting and Financial Officer pursuant to Rule 13A-14(A)/15D-14(A) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1***	Certification of Principal Executive Officer Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)
32.2***	Certification of Principal Accounting and Financial Officer Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)
101.INS	XBRL Instance Document *
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

*	Previously filed
**	Filed herewith
**	In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 32.1 and 32.2 herewith are deemed to accompany this Form 10-Q and will not be deemed filed for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act.

SIGNATURES

~~Pursuant~~In toaccordance with 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.

	DBUB GROUP, INC.
Date: November 20, 2018	By:	/s/ Zinan Zhou
Dated: May 20, 2019	By:	/s/ Zinan Zhou
		Name: Zinan Zhou
		Zinan Zhou
		Title: Chief Executive Officer
		Chief Executive Officer and Director (Principal Executive Officer)
		(Principal Executive Officer)
Date: November 20, 2018	By:	/s/ Dongming Xing
		Name: Dongming Xing
		Title: Chief Financial Officer (Principal Accounting and Financial Officer)

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