UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

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

For the fiscal year ended December 31, ~~2014~~2015

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

For the transition period from _________ to _____________

Commission file number: 000-~~18606~~54429

CHINA XINGBANG INDUSTRY GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada

99-0366034

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

No. 1108 Sai Wei Avenue,

Hi-Tech Development Zone,

Xinyu City,

Jiangxi Province, P.R.C. 338004

(Address of Principal Executive Offices, Including Zip Code)

Registrant’s telephone number: (011) 86 7907123318

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Title of each class: Common Stock, $0.001 Par Value Per Share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

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

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes ☐ No ☒

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
(Do not check if a smaller reporting company)

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

As of the last business day of the registrant’s most recently completed second fiscal quarter, there was no active public trading market for our shares of common stock on OTC QB. Since our revenue is less than $50 million during the fiscal year ended ~~2014~~2015, we are a smaller reporting company.

There were a total of 81,244,000 shares of the registrant’s common stock outstanding as of ~~March~~April 2713, ~~2015~~2016.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

TO ANNUAL REPORT ON FORM 10-K

FOR FISCAL YEAR ENDED DECEMBER 31, ~~2014~~2015

		PAGE
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	107
Item 1B.	Unresolved Staff Comments	287
Item 2.	Properties	287
Item 3.	Legal Proceedings	297
Item 4.	Mine Safety Disclosures	297
PART II
Item 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	298
Item 6.	Selected Financial Data	308
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	309
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	4313
Item 8.	Financial Statements and Supplementary Data	4313
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	4313
Item 9A.	Controls and Procedures	4313
Item 9B.	Other Information	4514
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	4514
Item 11.	Executive Compensation	4817
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	4918
Item 13.	Certain Relationships and Related Transactions, and Director Independence	5018
Item 14.	Principal Accountant Fees and Services	5420
PART IV
Item 15.	Exhibits and Financial Statement Schedules	5421
SIGNATURES		5723
EXHIBIT INDEX
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		F-1

FORWARD-LOOKING STATEMENTS

This report includes “forward-looking statements.” The words “may,” “will,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “aim,” “seek” and similar expressions as they relate to us or our management are intended to identify these forward-looking statements. All statements by us regarding our expected financial position, revenues, cash flows and other operating results, business strategy, legal proceedings and similar matters are forward-looking statements. Our expectations expressed or implied in these forward-looking statements may not turn out to be correct. Our results could be materially different from our expectations because of various risks, including the risks discussed under “Risk Factors” in ~~this~~our ~~report~~filings ~~under~~with ~~“Part~~the ISecurities —and ~~Item~~Exchange 1ACommission, —or ~~Risk~~the ~~Factors~~SEC.” Any forward-looking statement speaks only as of the date as of which such statement is made, and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances, including unanticipated events, after the date as of which such statement was made.

Use of Certain Defined Terms

In this Annual Report on Form 10-K, unless the context requires or is otherwise specified, references to the “Company,” “we,” “us,” “our” and similar expressions include the following entities (as defined herein):

(i) China Xingbang Industry Group Inc., a Nevada corporation (“Xingbang NV”);

(ii) Xing Bang Industry Group Limited, a British Virgin Islands company and a wholly-owned subsidiary of the ~~Registrant~~Company (“Xingbang ~~BVI~~ BVI”);

(iii) China Group Purchase Alliance Limited, a Hong Kong company and a wholly-owned subsidiary of Xingbang BVI (“Xingbang HK ”);

(iv) Guangzhou Xingbang Information Consulting Co., Ltd., a wholly foreign-owned enterprise, or the “ WFOE ”, formed in the People’s Republic of China (“ PRC ”) and a wholly-owned subsidiary of Xingbang HK;

(v) Guangdong Xingbang Industry Information & Media Co. Ltd., our principal operating subsidiary, which is a Chinese variable interest entity that the WFOE controls through certain contractual arrangements (“ Guangdong Xingbang ”); and

(vi) Xinyu ~~Xingbang~~ Xingbang Information Industry Co., Ltd., an entity incorporated in the PRC in which the WFOE and Guangdong Xingbang each ~~own~~owns a 50% equity interest (“ Xinyu Xingbang ”).

PART I

ITEM 1. BUSINESS

General

We were incorporated under ~~are~~the alaws of Nevada ~~holding~~on ~~company~~April ~~which~~12, 2011. We, through our wholly owned subsidiaries Xingbang BVI and Xingbang HK, ~~owns~~own the WFOE, which ~~controls~~ controls Guangdong Xingbang, a variable interest entity, or VIE, through a series of ~~VIE~~ contractual arrangements. Guangdong Xingbang and the WFOE each invested $787,030 (RMB 5,000,000) in Xinyu Xingbang and each owns 50% of the equity interest of Xinyu Xingbang. ~~Guangdong~~ ~~Xingbang, which was founded in January 2005, and~~ Xinyu Xingbang, ~~which was~~ founded in June 2012 in the PRC, ~~are~~is ~~our~~the only operating ~~entities~~entity of the Company.

Based in the city of Xinyu , Jiangxi Province, ~~China (the “~~PRC”), Xinyu Xingbang is a company principally engaged in the operation of a business to business to customer (“B2B2C”) e-commerce platform in the PRC for manufacturers, distributors and other businesses in the lighting, ceramics and other home ~~furnishings~~ furnishing industry in the PRC.

We generated revenue of $37538,~~518~~734 and $1937,~~853~~518 for our fiscal year ~~ended~~2015 ~~2014~~ and ~~2013~~2014, respectively, representing an increase of 891,336%. ~~During~~As ~~2014~~of December 31, 2015, we had ~~one~~ ~~revenue~~three ~~stream, which is an e-commerce related service. Our~~ revenue ~~from providing e-commerce related services was $37~~streams,~~518 and~~ ~~$0 in 2014 and 2013~~namely, ~~representing~~(i) ansales ~~increase~~ of ~~100%~~furniture asto weshowrooms, ~~started~~(ii) ~~generating~~franchise ~~revenue~~fees from ~~our~~the ~~e-commerce~~service ~~business.~~flagship ~~Advertising~~stores ~~and~~on ~~consulting~~our ~~revenue~~B2B2C ~~were~~e-commerce ~~discontinued~~platform ~~in 2013 as a result of~~ (the ~~change~~“Ju51 ofMall”) ~~our~~and ~~business~~(iii) ~~model~~fees toreceived ~~focus~~from ontechnical ~~revamping~~service ~~our e-commerce business~~stations.

1Business Strategy and Development

~~Recent~~We made a significant shift ~~Developments~~of our business model in 2010, from being a print media based advertising operator and consulting services provider to an operator of a B2B2C e-commerce platform in the home furnishing industry. We are currently operating and developing the Ju51 Mall to be the significant revenue contributor of our whole business. We have received service charges from service flagship stores for listing their company information on the Ju51 Mall and allowing customers to reach out to each of them directly. Starting 2016, we expect to receive franchise fees from businesses in the home furnishing industry when they open product flagship stores in the Ju51 Mall and commissions from manufacturers for their sales through the flagship stores on Ju51 Mall.

~~Xinyu~~Corporate ~~Xingbang~~Structure ~~had an agency agreement with Xinyu Zhongxing Decoration Technicians Network Company Limited, (“Zhongxing Decoration”), an entity owned by Mr. Yao~~ and ~~his~~Related spouse, pursuant to which Zhongxing Decoration agreed to identify appropriate candidates to serve as technical service stations for Xinyu Xingbang. Xinyu Xiangbang was obligated to pay Zhongxing Decoration an annual commission to Zhongxing Decoration. Starting from January 2015, in order to have a closer cooperation with technical service stations, Xinyu Xingbang, Zhongxing Decoration and technical service stations entered into a third party agreement pursuant to which Zhongxing Decoration no longer acted as the middle person, allowing Xinyu Xingbang to directly sign cooperation agreements with technical service stations.Agreements

~~Business Strategy~~Our organizational structure is summarized below:

We made a significant shift of our business model in 2010, from being a print media based advertising operator and consulting services provider to an operator of a B2B2C e-commerce platform in the home furnishing industry. We intend to:1

●Since ~~Operate~~foreign ainvestors are ~~B2B2C~~restricted by the laws and regulations of the PRC to operate media and e-commerce ~~platform~~business in China, ~~called~~we ~~ju51~~operate ~~Online~~our ~~Shopping~~business through ~~Mall~~Guangdong ~~(“ju51~~Xingbang ~~Online~~under ~~Mall”~~a orseries of contractual arrangements which effectively give the WFOE operational control over Guangdong Xingbang despite the lack of direct ownership (the “~~ju51~~VIE ~~Mall~~Agreements”),. Pursuant to be the ~~significant~~VIE ~~revenue~~Agreements, ~~contributor~~the WFOE ofeffectively ~~our~~manages ~~whole~~the business; ●activities ~~Provide~~of ~~searching,~~Guangdong ~~directory~~Xingbang and ~~other~~has ~~services~~the ~~through~~right ~~"Qiuying”,~~to anappoint ~~online~~all ~~application~~executives and ~~information~~senior ~~portal,~~management and tothe ~~help~~members ~~home~~of ~~furnishing~~the ~~companies~~board inof ~~setting~~directors upof aGuangdong ~~franchise~~Xingbang. The ~~service~~VIE ~~platform~~Agreements onare ~~Ju51~~comprised ~~Mall;~~of ~~and~~a ●series ~~Phase~~of inagreements, including ~~other~~a ~~home~~Consulting ~~furnishing~~Services ~~sectors~~Agreement, ~~including~~Operating ~~bathroom~~Agreement, ~~supplies~~Voting Rights Proxy Agreement, ~~hardware~~Equity Pledge Agreement and Option Agreement, ~~home~~through ~~textiles~~which the WFOE has the right to advise, ~~closets~~consult, ~~tiles~~manage and ~~floor,~~operate ~~doors~~Guangdong Xingbang for an annual consulting service fee in the amount of 100% of Guangdong Xingbang’s annual net income. Mr. Xiaohong Yao (“Mr. Yao”) and ~~windows,~~his ~~furniture~~spouse, ~~home~~Ms. ~~appliances~~Dongmei Zhong (“Ms. Zhong”), ~~interior~~who ~~painting~~are ~~and~~the ~~home~~only ~~décor~~stockholders byof ~~having~~Guangdong ~~dedicated~~Xingbang ~~newspaper~~(the ~~and~~“Guangdong Xingbang ~~dedicated~~Stockholders”), ~~market~~have ~~places~~pledged their right, title and equity interests in Guangdong Xingbang as security for the ~~ju51~~WFOE to ~~Online~~collect ~~Mall.~~consulting Inservices ~~addition,~~fees wethrough ~~plan~~Equity Pledge Agreement. In order to ~~develop~~further ~~distinct~~reinforce ~~newspaper~~the ~~for~~WFOE’s rights ~~each~~to ofcontrol ~~these~~and ~~sectors~~operate Guangdong Xingbang, asthe ~~well~~Guangdong asXingbang Stockholders have agranted ~~distinct~~the ~~“market~~WFOE ~~place”~~an orexclusive ~~“channel”~~right and ~~for~~option ~~each~~to ~~such~~acquire ~~sector~~all of their equity interests in ~~the~~Guangdong ~~ju51~~Xingbang ~~Mall~~through an Option Agreement.

WeSet ~~expect to~~forth ~~receive~~below ~~franchise~~is ~~fees~~a ~~from businesses in the home furnishing industry when they open product flagship stores in the~~more ~~Ju51~~detailed ~~Mall~~description ~~and~~of commissions from manufacturers for their sales through the flagship stores on Ju51 Mall. We also expect to receive service charges from service flagship stores when they list their company information on the Ju51 Mall and allow customers to reach out to each of them directly. We also plan to generate revenue from Media Integrated Advertising Communication Package, which include corporate press release writing, integrated, industry or local portal press release, classification website news release, Ju51 website “Recommendation” column display and IT industry channel first screen banner. The package also includes advertising services to businesses in the ~~home~~VIE ~~furnishing industry through various media including Internet, TV, newspaper, periodicals, outdoor media and etc~~Agreements.

2● Equity Interest Pledge Agreement. On May 13, 2011, the WFOE and the Guangdong Xingbang Stockholders entered into Equity Interest Pledge Agreement, pursuant to which each stockholder pledges all of his shares of Guangdong Xingbang to the WFOE in order to guarantee cash-flow payments under the Consulting Services Agreement. The Equity Interest Pledge Agreement further entitles the WFOE to collect dividends from Guangdong Xingbang during the term of the pledge. The Equity Pledge Agreement is effective for the maximum period of time permitted by Chinese law, which is currently 20 years. In the event Guangdong Xingbang fails to cure a material breach, the WFOE may, among other remedies available, terminate this agreement. ● Consulting Services Agreement. On May 13, 2011, Guangdong Xingbang and the WFOE entered into a Consulting Services Agreement which provides that the WFOE will be the exclusive provider of consulting and management services to Guangdong Xingbang and Guangdong Xingbang will pay all of its net income to the WFOE quarterly for such services. Any such payment from the WFOE to the Company needs to comply with applicable Chinese laws affecting payments from Chinese companies to non-Chinese companies. The Consulting Services Agreement is effective until it is terminated by either party in the event the other party becomes bankrupt or insolvent, if the WFOE ceases operations, or if circumstances arise which materially and adversely affect the performance or the objectives of the agreement. The WFOE may also terminate such agreement with or without cause. ● Option Agreement. Pursuant to the Option Agreement among the WFOE, Guangdong Xingbang and the Guangdong Xingbang Stockholders, the Guangdong Xingbang Stockholders have granted the WFOE an exclusive right and option to acquire all of their equity interests in Guangdong Xingbang upon an event of default. The Operating Agreement is effective for the maximum period of time permitted by Chinese law (currently 20 years). ● Voting Right Proxy Agreement. Pursuant to the Voting Right Proxy Agreement among the WFOE, Guangdong Xingbang and the Guangdong Xingbang Stockholders, the Guangdong Xingbang Stockholders have granted the WFOE a voting and proxy right to vote their equity interest in Guangdong Xingbang. The Voting Right Proxy Agreement is effective until terminated by mutual agreement or by the WFOE with 30 days prior written notice.

~~Corporate Structure and Related Agreements~~2

~~Our~~Although we did not obtain ~~organizational~~any legal opinion from, nor been advised by any PRC legal counsel, management believes the above corporate structure iscomplies ~~summarized~~with the ~~below:~~PRC legal restrictions on foreign investment in the publication and e-commerce industries.

~~Pursuant~~Xinyu Xingbang was incorporated toin the ~~VIE~~PRC ~~Agreements,~~in ~~the~~June ~~WFOE~~2012 ~~effectively~~for ~~assumed~~the ~~management~~purpose of continuing the business ~~activities~~ of Guangdong Xingbang ~~and~~as ~~has~~Guangdong ~~the~~Xingbang ~~right to~~winds ~~appoint~~down ~~all~~its ~~executives~~operations. Pursuant ~~and~~to ~~senior management and~~ the ~~members~~Articles of ~~the~~Associations ~~board~~ of ~~directors~~Xinyu Xingbang, of Guangdong Xingbang~~. The VIE~~ ~~Agreements~~and ~~are~~the ~~comprised~~WFOE ofeach ainvested ~~series~~$787,030 of(RMB ~~agreements~~5,000,000) in ~~including~~Xinyu anXingbang ~~Exclusive~~and ~~Consulting~~each ~~Services~~owns ~~Agreement,~~50% ~~Operating~~of ~~Agreement, Voting~~the ~~Rights~~equity ~~Proxy~~interest ~~Agreement,~~of ~~Equity~~Xinyu ~~Pledge~~Xingbang. ~~Agreement~~Under ~~and~~the ~~Option~~Xinyu ~~Agreement,~~Xingbang ~~through~~Articles ~~which~~of Association, the WFOE ~~has~~is ~~the~~entitled ~~right~~ to ~~advise,~~appoint ~~consult, manage~~the sole director and ~~operate~~all ~~Guangdong~~members ~~Xingbang~~of ~~for~~the anmanagement ~~annual~~team ~~consulting~~of ~~service~~Xinyu ~~fee~~Xingbang inand the ~~amount~~WFOE ofis ~~100~~entitled to receive 99.99% of ~~Guangdong~~ Xinyu Xingbang’s ~~annual~~ net ~~income~~profit. ~~Mr.~~ ~~Xiaohong~~Based ~~Yao~~on ~~(“Mr.~~the ~~Yao”)~~relevant ~~and~~PRC ~~his spouse~~regulations, ~~Ms.~~an ~~Dongmei Zhong~~Internet ~~(“Ms.~~Content ~~Zhong”),~~Provider ~~who~~license, ~~are~~or ICP license, issued by the ~~only~~Chinese ~~stockholders~~Ministry of ~~Guangdong~~Industry ~~Xingbang~~and ~~(the~~Information “Technology, ~~Guangdong~~is ~~Xingbang~~required ~~Stockholders ”),~~for ~~have~~Xinyu ~~pledged~~Xingbang ~~their~~to ~~right,~~conduct ~~title~~business ~~and~~as ~~equity~~currently ~~interests~~contemplated. In inorder ~~Guangdong~~to be granted the ICP license, foreign investor’s ownership of Xinyu Xingbang ascannot ~~security~~exceed ~~for~~50%. ~~the~~Xinyu ~~WFOE~~Xingbang toobtained ~~collect~~its ~~consulting~~ICP ~~services~~license ~~fees~~in ~~through~~February 2013. Guangdong Xingbang granted ~~Equity~~an ~~Pledge~~exclusive ~~Agreement. In~~license ~~order~~to Xinyu Xingbang to ~~further~~permit ~~reinforce~~Xinyu Xingbang to use the ~~WFOE’s~~trademark, ~~rights~~domain tonames, ~~control~~intellectual property rights and ~~operate~~any know-how Guangdong Xingbang~~, the~~ owns. Guangdong Xingbang ~~Stockholders~~ ~~have~~also ~~granted~~assigned the ~~WFOE~~management ~~an exclusive~~ right and ~~option~~right to ~~acquire~~receive ~~all~~revenue from ofthe ~~their~~Ju51 ~~equity~~Mall ~~interests in~~to Xinyu Xingbang. Guangdong Xingbang, ~~through~~which andoes ~~Option~~not ~~Agreement~~have any revenue - generating operations, will continue its corporate existence to hold the equity interest in Xinyu Xingbang.

●Products ~~Equity Interest Pledge Agreement. As of May 13, 2011, the WFOE~~ and the Guangdong Xingbang Stockholders entered into Equity Interest Pledge Agreements, pursuant to which each stockholder pledges all of his shares of Guangdong Xingbang to the WFOE in order to guarantee cash-flow payments under the Consulting Services Agreement. The Equity Pledge Agreement further entitles the WFOE to collect dividends from Guangdong Xingbang during the term of the pledge. The Equity Pledge Agreement is effective for the maximum period of time permitted by Chinese law, which is currently 20 years. In the event Guangdong Xingbang fails to cure a material breach, the WFOE may, among other remedies available, terminate this agreement.

3E-Commerce Platform Services through Ju51 Mall

●We ~~Consulting~~are ~~Service~~operating ~~Agreement.~~an Asextensive e-commerce ofplatform ~~May~~to ~~13,~~provide ~~2011,~~value ~~Guangdong~~added ~~Xingbang~~services ~~and~~to ~~the~~manufacturers, ~~WFOE~~distributors, ~~entered~~retailers, ~~into~~decoration acompanies, ~~Consulting~~and ~~Services~~decoration technicians ~~Agreement~~in ~~which provides that~~ the ~~WFOE~~home ~~will~~furnishing beindustry ~~the~~while ~~exclusive~~serving ~~provider~~consumers ofthrough ~~consulting and management services to Guangdong Xingbang and Guangdong Xingbang will pay all of its net income to~~ the ~~WFOE~~Ju51 ~~quarterly for such services~~Mall. ~~Any~~“Ju51” ~~such~~sounds ~~payment~~similar ~~from the WFOE~~ to the ~~Company needs to comply with applicable~~ Chinese ~~laws~~words ~~affecting~~of ~~payments~~“juwu ~~from~~you,” ~~Chinese~~which ~~companies~~means ~~to non~~“worry-~~Chinese~~free ~~companies.~~living” ~~See “Risk Factors – Risks Associated With Doing Business~~ in ~~China~~Mandarin.” ~~The~~When ~~Consulting~~fully ~~Services~~constructed, ~~Agreement~~the Ju51 Mall is ~~effective~~expected ~~until~~to ithave isten ~~terminated~~marketplaces bytargeting ~~either~~ten ~~party~~sectors in the ~~event~~home ~~the~~furnishing ~~other~~industry, ~~party~~including ~~becomes~~light ~~bankrupt~~and ~~or insolvent~~lighting, bath ifand ~~the~~kitchen ~~WFOE~~supplies, ~~ceases operations~~hardware, orhome iftextiles, ~~circumstances~~residential ~~arise~~furniture, ~~which~~office ~~materially~~furniture, ~~and~~tiles, ~~adversely~~floor, ~~affect~~doors ~~the~~and ~~performance~~windows, orhome appliances, interior ~~the~~painting ~~objectives~~and ofhome ~~the~~décor ~~agreement.~~and ~~The~~security ~~WFOE~~monitoring ~~may also terminate such agreement with or without cause~~system.

●

Option Agreement. Pursuant to the Option Agreement among the WFOE, Guangdong Xingbang and each Guangdong Xingbang Stockholder, the Guangdong Xingbang Stockholders have granted the WFOE an exclusive right and option to acquire all of their equity interests in Guangdong Xingbang upon an event of default. The Operating Agreement is effective for the maximum period of time permitted by Chinese law (currently 20 years).

●

Voting Right Proxy Agreement. Pursuant to the Voting Right Proxy Agreement among the WFOE, Guangdong Xingbang and the Guangdong Xingbang Stockholders, the Guangdong Xingbang Stockholders have granted the WFOE a voting and proxy right to vote their equity interest in Guangdong Xingbang. The Voting Right Proxy Agreement is effective until terminated by mutual agreement or by the WFOE with 30 days prior written notice.

We have two different types of flagship stores in the Ju51 Mall, i.e. product flagship stores and service flagship stores.

~~Although~~The manufacturers weopen ~~did~~product ~~not~~flagship ~~obtain~~stores ~~any~~where ~~legal~~they ~~opinion~~showcase ~~from~~and sell their products, ~~nor~~list ~~been~~prices ~~advised~~for products and process orders placed online by ~~any~~consumers. ~~PRC~~We ~~legal~~also ~~counsel~~have technical service stations on our Ju51Mall, ~~management~~which ~~believes~~are ~~the~~primarily ~~above~~operated ~~corporate~~by ~~structure~~brick-and-mortar retailers ~~complies~~and decoration companies which have physical stores. A technical service station acts as a shopping guide and provides product support and services. When a consumer places orders online directly with flagship stores, the ~~PRC~~technical ~~legal~~service ~~restrictions~~station located closest to the consumer will receive the order simultaneously and provide product support and services, such as returns, exchanges, refunds and installation, through its own brick-and-mortar store. In addition to technical service stations, we also intend to have decoration technicians to act as shopping guides to help increase sales volume in the Ju51 Mall. Customers placing orders through the decoration technicians will enjoy special discounts compared to the retail price listed on ~~foreign~~the ~~investment~~Ju51 Mall. We also expect to develop different categories of Ju51 Mall memberships where the members will enjoy special discounts in order to promote sales in the ~~publication~~Ju51 Mall. A technical service station can earn commission as a percentage of the retail price, and the technical service station is related to the e-commerce ~~industries~~platform. A decoration technician will also earn commissions, paid by flagship stores, based on a percentage of the amount he or she sells as a shopping guide. Our business model is designed to make sure consumers will receive quality products and services and have a quality shopping experience at the Ju51 Mall. We expect the current business model will keep retail prices at the Ju51 Mall at a competitive level.

~~Xinyu Xingbang~~As ~~was incorporated in the PRC in June 2012 for the purpose~~ of ~~continuing the business of Guangdong Xingbang as~~December ~~Guangdong Xingbang winds down its operations. Pursuant to the Articles of Associations of Xinyu Xingbang~~31, ~~Guangdong Xingbang and the WFOE each invested $787~~2015,~~030~~ ~~(RMB~~there ~~5,000,000)~~were inan ~~Xinyu~~aggregate ~~Xingbang and each owns 50%~~ of ~~the~~383 ~~equity~~product ~~interest~~flagship ~~of Xinyu Xingbang~~stores. ~~Under~~We ~~the Xinyu Xingbang Articles of Association, the WFOE is entitled~~ expect to ~~appoint the sole director and all members of the management team of Xinyu Xingbang and the WFOE is entitled to~~ receive ~~99.99%~~commissions offrom ~~Xinyu Xingbang’s net profit. Based on~~ the ~~relevant~~sales ~~PRC regulations, an Internet Content Provider license, or ICP license, issued~~ by ~~the~~these ~~Chinese~~product ~~Ministry~~flagship ~~of Industry and Information Technology, is required for Xinyu Xingbang to conduct business as currently contemplated~~stores. In order to beattract ~~granted~~more ~~the~~manufacturers ~~ICP license, foreign investor’s ownership of Xinyu Xingbang cannot exceed 50%. Xinyu Xingbang obtained its ICP license in February 2013. Guangdong Xingbang granted an exclusive license~~ to ~~Xinyu~~ ~~Xingbang~~open toproduct ~~permit~~flagship ~~Xinyu~~stores ~~Xingbang~~on ~~to use~~ the ~~trademark,~~Ju51 ~~domain names~~Mall, ~~intellectual~~we ~~property rights and any know-how~~waived ~~Guangdong Xingbang owns. Guangdong Xingbang also assigned~~ the ~~management~~franchise ~~right~~fee ~~and right to receive revenue~~ from the ~~ju51~~ ~~Mall~~product toflagship ~~Xinyu~~stores ~~Xingbang.~~until ~~Guangdong Xingbang, which does not have any revenue - generating operations, will continue its corporate existence to hold~~ the ~~equity~~end ~~interest~~of ~~in Xinyu Xingbang~~2016.

~~Products~~Ju51 Mall also provides a platform for service flagship stores to list their company information and ~~Services~~allow customers to reach out to each of them directly. Each business shall pay a service charge of RMB2,000 for 1-2 years of services. Businesses are required to have their own stores prior to be franchised as service flagship stores in the platform. As of December 31, 2015, we had an aggregate of 1,504 businesses as service flagship stores.

~~E-commerce platform~~Technical ~~services~~Service ~~through ju51 Online Mall~~Stations

WeTechnical service ~~intend~~stations toare ~~provide~~primarily anoperated ~~extensive~~by ebrick-~~commerce~~and-mortar ~~platform~~retailers toand ~~provide~~decoration ~~value~~companies ~~added~~which have physical stores. A technical service station acts as a shopping guide and provides product support and services. toWhen ~~manufacturers,~~a ~~distributors,~~consumer ~~retailers,~~places orders ~~decoration~~online ~~companies~~directly with flagship stores, ~~and~~the ~~decoration~~technical ~~technicians~~service instation located closest to the ~~home~~consumer ~~furnishing~~will ~~industry~~receive ~~while~~the ~~serving~~order simultaneously ~~consumers~~and provide product support and services, such as returns, exchanges, refunds and installation, through ~~the~~its own ~~ju51~~brick-and-mortar ~~Mall~~store. ~~“Ju51”~~ ~~sounds~~The ~~similar~~reason for having technical service stations as shopping guides is to address the Chinese consumers’ ~~words~~concern about return or exchange of ~~“juwu~~products ~~you,”~~ordered ~~which~~online. ~~means~~Generally ~~“worry-free~~we ~~living”~~only develop one technical service instation ~~Mandarin.~~within ~~When~~a ~~fully~~county ~~constructed,~~or ~~the~~a ~~ju51~~district ~~Mall~~of isa ~~expected~~city to ~~have~~protect ~~ten~~their ~~marketplaces~~economic ~~targeting~~interest. ~~ten~~We ~~sectors~~currently inintend ~~the~~to ~~home~~have ~~furnishing~~the technical ~~industry,~~service ~~including~~stations ~~light~~act ~~and~~as ~~lighting,~~distributors ~~bath~~ and ~~kitchen~~promote ~~supplies,~~our ~~hardware,~~services ~~home~~in ~~textiles,~~local ~~residential~~markets. Customers ~~furniture,~~may ~~office~~avoid ~~furniture,~~paying the shipping ~~tiles,~~fees ~~floor,~~by ~~doors~~picking ~~and~~up ~~windows,~~the ~~home~~product ~~appliances, interior~~at ~~painting~~a ~~and~~local ~~home~~technical ~~décor~~service ~~and~~station. ~~security~~A ~~monitoring~~technical ~~system. Since its~~service ~~launch~~station incan ~~August~~earn ~~2011,~~commission weas ~~explored~~a percentage ~~different~~of ~~business~~the ~~strategies~~retail toprice, ~~maximize~~and ~~revenue~~the ~~generation~~technical ~~through~~service station is related to the ~~ju51~~e-commerce ~~Mall~~platform.

We ~~have~~had ~~two~~an ~~different~~agency agreement ~~types~~with Zhongxing Decoration Technicians Network Company Limited, an entity which is 80% owned by Mr. Yao, our Chief Executive Officer and chairman, and 20% owned by his spouse (“Zhongxing Decoration”). Pursuant to the agency agreement, Zhongxing Decoration agreed to identify appropriate candidate to serve as technical service station. We were obligated to pay Zhongxing Decoration a commission of 5% of the sales closed by flagship stores inon ~~the~~ Ju51 Mall, i100% of the technical service station annual fee, and a commission of 10% of the franchise annual fee.e. ~~product~~Starting ~~flagship~~from ~~stores~~January 2015, in order to have a more direct cooperation with technical service stations, Xinyu Xingbang, Zhongxing Decoration and technical service ~~flagship~~stations ~~stores~~entered into certain three party agreements pursuant to which Zhongxing Decoration shall no longer act as the middle person, allowing Xinyu Xingbang to directly enter into agreements with technical service stations.

~~The~~Xinyu ~~manufacturers~~Xingbang started ~~open~~to ~~product~~enter ~~flagship~~into ~~stores~~franchise ~~where~~agreements ~~they~~with ~~showcase~~companies and ~~sell~~individuals ~~their~~since ~~products,~~January ~~list prices for products and process orders placed online by consumers~~2015. WeUnder ~~also~~the ~~have~~franchise ~~technical service stations on our ju51Mall~~agreement, ~~which~~Xinyu ~~are primarily operated~~Xingbang bygrants ~~brick-and-mortar~~the ~~retailers~~franchisee ~~and~~(the ~~decoration~~“Franchisee”) ~~companies~~the ~~which~~right ~~have~~to ~~physical~~establish ~~stores.~~a A technical service station ~~acts~~using ~~as a~~its ~~shopping~~brand ~~guide~~name ~~and provides product support and services. When a consumer places orders online directly with flagship~~“juwuyou” ~~stores,~~to ~~the~~provide ~~technical~~aftersales service ~~station~~in ~~located~~connection ~~closest~~with toproducts ~~the~~sold ~~consumer~~on ~~will~~Ju51 ~~receive~~Mall ~~the order simultaneously~~ and ~~provide product~~advertising ~~support~~business ~~and~~within ~~services,~~specified ~~such~~regions. Upon asauthorization ~~returns,~~of ~~exchanges,~~Xinyu ~~refunds and installation~~Xingbang, ~~through~~the ~~its~~Franchisee ~~own~~is ~~brick-and-mortar~~also ~~store. The~~responsible ~~reason~~ for ~~having~~the ~~technical~~operation ~~service~~of ~~stations~~the asJu51 ~~shopping~~Mall ~~guides~~in ~~is to address~~ the ~~Chinese~~local ~~consumers’ concern~~region, ~~about~~regional ~~return~~promotion ~~or exchange~~ of ~~products~~the ~~ordered~~platform, ~~online.~~publishing ~~Generally~~of wethe ~~only~~Juwuyou ~~develop~~periodicals, ~~one~~and ~~technical~~development ~~service~~and ~~station~~management ~~within~~of aregional ~~county~~experience orstore, aetc. ~~district~~The ofFranchisee ais ~~city~~required to ~~protect~~meet ~~their~~certain ~~economic~~performance ~~interest.~~targets Weand ~~currently~~comply ~~have~~with ~~the~~certain ~~technical~~ service ~~stations~~station ~~act~~manual. asThe ~~distributors~~franchise ~~and~~agreement ~~promote~~generally ~~our~~has ~~services~~a inone ~~local~~year ~~markets. Customers~~term and may ~~avoid~~be ~~paying~~renewed ~~the shipping fees~~ by ~~picking up~~ the ~~product~~ atparties abased ~~local~~on ~~technical~~the ~~service~~Franchisee’s ~~station~~performance. ~~In addition to technical service stations, we also intend to have decoration~~ ~~technicians~~The toFranchisee ~~act~~is asrequired ~~shopping guides~~ to ~~help~~pay ~~increase~~an ~~sales~~annual ~~volume~~franchise infee ~~the~~of ~~ju51~~RMB ~~Mall. Guangdong~~10,000 ~~Xingbang gathered information from technical service stations~~ and ~~founded a web portal named China Decoration Technician Network at http://www.zgzxjg.com, which~~ is ~~intended~~entitled to ~~review~~receive ~~and~~commissions ~~certify~~equal ~~decoration~~to ~~technicians. Customers placing orders through the~~certain ~~decoration~~percentage ~~technicians~~of ~~will enjoy special discounts compared to~~ the ~~retail~~sales ~~price~~made ~~listed~~ on the ~~ju51~~Ju51 Mall. We ~~also~~In ~~expect to~~addition, ~~develop different categories of Ju51 Mall memberships where~~ the ~~members~~Franchisee ~~will~~is ~~enjoy~~required ~~special discounts in order~~ to ~~promote sales~~make inand ~~the~~maintain ~~ju51~~a ~~Mall.~~deposit Aof ~~technical~~RMB ~~service station can earn commission~~ 10,000 as a ~~percentage~~guaranty offor ~~the retail price~~services, ~~and~~which ~~the technical~~can ~~service~~be ~~station~~deducted isfrom ~~related to~~ the ~~e-commerce~~commissions ~~platform~~initially. AThe ~~decoration~~deposit ~~technician~~ will ~~also~~be ~~earn~~returned ~~commissions,~~upon ~~paid by~~termination ~~flagship stores, based on a percentage~~ of the ~~amount~~franchise heagreement orand ~~she~~if ~~sells~~there ~~as a shopping guide. Our business model~~ is ~~designed~~no ~~to make~~violation ~~sure~~by ~~consumers will receive quality products and services and have a quality shopping experience at~~ the ~~ju51 Mall~~Franchisee. ~~We expect the current business model will keep retail prices at the ju51 Mall at a competitive level.~~

WeAs ~~have~~of ~~not~~December ~~completed~~31, 2015, ~~any~~we ~~transactions~~had ~~from~~235 ~~product~~technical ~~flagship~~service ~~stores within the e-commerce platform~~stations. ~~No commission has therefore been generated for the year ended December 31, 2014.~~

WeAdvertising ~~had~~Services anthrough ~~agency~~E-Commerce agreement with Zhongxing Decoration. Pursuant to the Agency Agreement, Zhongxing Decoration agreed to identify appropriate candidate to serve as technical service station. We were obligated to pay Zhongxing Decoration a commission of 5% of the sales closed by flagship stores on Ju51 Mall, 100% of the technical service station annual fee, and a commission of 10% of the franchise annual fee. Starting from January 2015, in order to have a more direct cooperation with technical service stations, Xinyu Xingbang, Zhongxing Decoration and technical service stations entered into certain three party agreements pursuant to which Zhongxing Decoration shall no longer act as the middle person, allowing Xinyu Xingbang to directly enter into cooperation agreement with technical service stations.Platform

~~Ju51~~We ~~Mall~~may ~~also~~generate advertising ~~provides~~revenue aon ~~platform~~the ~~for~~e-commerce ~~service~~platform. ~~flagship~~We ~~stores~~anticipate to ~~list~~get ~~their~~paid ~~company~~by ~~information~~businesses ~~and~~in ~~allow~~the ~~customers~~home tofurnishing ~~reach~~industry ~~out~~that toput ~~each of~~advertisements ~~them~~in ~~directly.~~the ~~Each~~Ju51 ~~business shall pay a service charge of RMB2,000 for 1-2 years of services~~Mall. ~~As of December 31~~ Moreover, ~~2014,~~we ~~612~~plan ~~companies have paid the service charges. Businesses are required~~ to ~~have~~develop ~~their~~distinct ~~own~~newspapers ~~stores~~for ~~prior~~each ~~to be franchised as service flagship stores in the platform. As~~ of ~~December~~these 31sectors, ~~2014,~~as anwell ~~aggregate~~as ~~of 661 businesses~~ have ~~signed~~a ~~the franchise agreements as service flagship~~distinct ~~stores,~~“market ofplace” ~~which~~or ~~632~~“channel” ~~had~~for ~~their~~each ~~online~~such ~~stores~~sector ~~set~~in ~~up and are selling their products, and 612 stores have paid~~ the ~~service~~Ju51 ~~charges~~Mall.

WeDuring ~~have~~the ~~generated~~year ~~$22~~2014,~~208~~ ~~revenue~~we started to promote a Media Integrated Advertising Communication Package at a flat fee, ranging from ~~e-commmerce~~RMB50,000 ~~platform~~to ~~during~~RMB500,000 depending on the ~~year~~broadcasting ~~ended~~frequency. ~~December~~The services to be provided include corporate press release writing, integrated, industry or local 31portal press release, ~~2014.~~classification Wewebsite ~~have~~news ~~made~~release, ~~substantial~~Ju51 ~~progress~~website inplatform ~~setting~~front uppage ~~our~~display, ~~infrastructure~~Ju51 website “Recommendation” column display, and ~~have~~IT ~~established~~industry ~~184 technical~~channel first screen banner. The service ~~stations~~also includes advertising services to businesses in the ashome furnishing industry through various media including Internet, TV, newspaper, periodicals, outdoor media and etc. As of December 31, ~~2014~~2015, we did not generate any revenue from the advertising services and management is evaluating the original business plan to consider possible changes.

~~Advertising services through e-commerce platform~~Competition

WeGeneral ~~may generate~~Competitive advertising revenue on the e-commerce platform. We anticipate to get paid by businesses in the home furnishing industry that put advertisements in the Ju51 Mall. Moreover, we plan to develop distinct newspapers for each of these sectors, as well as have a distinct “market place” or “channel” for each such sector in the ju51 Mall.Advantages

~~During the~~As ~~year ended December 31, 2014, we started to promote~~ a ~~Media~~previous ~~Integrated~~leading ~~Advertising Communication Package at a flat fee,~~print ~~ranging~~media ~~from~~operator ~~RMB50,000~~in ~~to RMB500,000 depending on~~ the ~~broadcasting~~lighting ~~frequency.~~and ~~The~~ceramics ~~services to be provided include corporate press release writing~~sectors, ~~integrated,~~we ~~industry~~believe orthere ~~local~~are ~~portal~~several ~~press~~key ~~release,~~factors ~~classification~~that ~~website~~will ~~news~~continue ~~release,~~to ~~Ju51 website~~differentiate ~~platform~~us ~~front~~from ~~page~~our ~~display,~~competitors ~~Ju51~~in ~~website~~terms ~~“Recommendation”~~of ~~column~~e-commerce ~~display,~~platform and ITtargeting ~~industry channel first screen banner. The service also includes advertising services to businesses in~~ the home furnishing industry through various media including Internet, TV, newspaper, periodicals, outdoor media and etc. We entered into a contract with one client in July 2014, and expect to sign up more customers during 2015; though there can be no assurance that we will be successful in doing so.:

We● ~~had~~In-depth anknowledge agency agreement with Zhongxing Decoration. Pursuant to the Agency Agreement, Zhongxing Decoration agreed to identify appropriate candidate to serve as technical service station. We were obligated to pay Zhongxing Decoration a commission of ~~5% of~~ the ~~sales~~home ~~closed~~furnishing ~~by flagship~~industry ~~stores on Ju51 Mall, 100% of the technical service station annual fee,~~ and aextensive ~~commission~~database of ~~10% of~~ the ~~franchise~~market ~~annual fee.~~players ~~Starting from January 2015,~~ in order to have a more direct cooperation with technical service stations, Xinyu Xingbang, Zhongxing Decoration and technical service stations entered into certain three party agreements pursuant to which Zhongxing Decoration shall no longer act as the ~~middle person, allowing Xinyu Xingbang to directly enter into cooperation agreement with technical service stations.~~industry;

~~Competition~~● Profound advertising and marketing experience and capability in the home furnishing industry;

~~General competitive~~● ~~advantages~~Good relationships with manufacturers, distributors and retailers in the home furnishing industry; and

~~As a~~● ~~previous~~Strong ~~leading~~capability ~~print~~to ~~media~~group ~~operator~~the inmost ~~the~~reputable ~~lighting~~manufacturers and ~~ceramics~~brands ~~sectors, we believe there are several key factors that will continue to differentiate us from our competitors~~ in ~~terms~~a ofsingle ~~e-commerce~~online platform, ~~and~~namely ~~targeting~~our ~~the~~Ju51 ~~home furnishing industry:~~Mall.

●Ju51 ~~In-depth~~Mall ~~knowledge~~Competitive ~~of the home furnishing industry and extensive database of the market players in the industry;~~Advantages

●As ~~Profound~~for ~~advertising~~our e-commerce related services, our competitors may include: (1) other B2C e-commerce companies, such as Qijia Net, Liba Net, 360 buy and ~~marketing~~Taobao ~~experience~~Mall, which have been selling products in the home furnishing industry, and ~~capability~~Kuba Net, Vancl, which have announced an intention to sell products in the home furnishing industry; (2) other e-commerce related service providers, namely e-commerce platform operators, such as Taobao Mall and QQ Mall; (3) brick and mortar retailers and distributors, many of which possess significant brand recognition, sales volume and customer bases, and some of which currently sell, or in the future may sell, products or services through the internet; and (4) a number of indirect competitors, including well established portals and internet search engines that are involved in e-commerce, either directly or in collaboration with other retailers. Although we face intense competition, we believe our Ju51 Mall has the following competitive advantages:

● Good ~~relationships~~relationship with brand manufacturers, ~~distributors~~who ~~and~~will ~~retailers~~set up product flagship stores in the ~~home~~Ju51 ~~furnishing~~Mall ~~industry;~~to ~~and~~showcase their products;

● ~~Strong~~Quality ~~capability~~products tofor ~~group~~sale in the ~~most~~Ju51 ~~reputable~~Mall ~~manufacturers~~as ~~and~~a ~~brands~~result inof aour ~~single~~strict ~~online~~evaluation ~~platform,~~of ~~namely~~manufacturers ~~our~~seeking ~~ju51~~to ~~online~~open ~~mall.~~product flagship stores;

~~Ju51 Mall~~● ~~competitive~~Reliable ~~advantages~~delivery and installation services provided by technical service stations;

~~As for~~● ~~our~~Reliable ~~e-commerce related services, our competitors may include: (1) other B2C e-commerce companies, such as Qijia Net, Liba Net, 360 buy~~ and ~~Taobao~~timely ~~Mall, which have been selling products in the home furnishing industry, and Kuba Net, Vancl, which have announced an intention to sell products in the home furnishing industry; (2) other e~~after-~~commerce~~sale ~~related service providers~~services, ~~namely e-commerce platform operators, such~~ as ~~Taobao~~only ~~Mall and QQ Mall; (3)~~ brick and mortar retailers ~~and distributors, many of which possess significant brand recognition, sales volume and customer bases, and some of which currently sell,~~ or indecoration ~~the~~companies ~~future may sell, products or services through the internet; and (4) a number of indirect competitors, including well established portals and internet search engines that~~ are ~~involved~~franchised into ~~e-commerce,~~be ~~either~~technical ~~directly~~service orstations in ~~collaboration~~the ~~with~~Ju51 ~~other retailers. Although we face intense competition, we believe our ju51~~ Mall; ~~has the following competitive advantages:~~and

● ~~Good~~Consumer ~~relationship~~confidence ~~with~~due ~~brand~~to ~~manufacturers~~our ~~who~~consumer ~~will~~protection ~~set~~fund upkeeping ~~product~~in ~~flagship~~custodian ~~stores~~with inChina ~~the~~Consumer ~~ju51~~Protection ~~Mall~~Foundation, dedicated to ~~showcase~~compensate ~~their~~consumers in case of dissatisfaction with products; and services purchased from the Ju51 Mall.

6Sales and Marketing

●Since ~~Quality~~February ~~products~~2012, we started to search for ~~sale~~technical inservice stations with interior designers and decoration technicians. The technical service stations function as our local representative offices. The interior designers and decoration technicians help us reach out to consumers and act as shopping guides using the ~~ju51~~technical ~~Mall~~service stations as atheir ~~result~~base. ofConsumers ~~our~~who ~~strict~~place ~~evaluation~~orders through the introduction of ~~manufacturers~~decoration ~~seeking~~technicians towill ~~open~~enjoy ~~product~~special “membership price”, which is less than the direct sale price listed on the Ju51 Mall. Interior designers and decoration technicians earn commissions from the flagship stores;.

●IT ~~Reliable delivery and installation services provided by technical service stations;~~Support

●We ~~Reliable~~have ~~and~~an ~~timely after~~in-~~sale~~house ~~services~~information technology research, asdevelopment ~~only~~and ~~brick~~operation center to support the Ju51 Mall and ~~mortar~~our ~~retailers~~other orweb ~~decoration~~portals. ~~companies~~We ~~are~~currently ~~franchised~~have to30 employees beas ~~technical~~technology ~~service~~support ~~stations~~staff inincluding system designers, webpage designers and IT engineers working on the ~~ju51~~construction and maintenance of the Ju51 Mall;. We intend to increase our investment in our web design and e-commerce construction capability to support the operation of the Ju51 Mall.

●We ~~Consumer~~believe ~~confidence~~we ~~due~~have access to reliable and secure network infrastructure which provides sufficient support to our ~~consumer~~operations. ~~protection~~Our ~~fund~~web ~~keeping~~portals inare ~~custodian~~connected to ~~with~~the Internet by reputable Internet connection operators such as China ~~Consumer~~United ~~Protection~~Network ~~Foundation~~Communication Group Company Limited (or China Unicom) and China Telecom Corporation (or China Telecom). Our 100 servers are located at four places, ~~dedicated~~namely to21Vianet ~~compensate~~Asia Pacific ~~consumers~~Computer inHouse, ~~case~~China ofNet ~~dissatisfaction~~Center ~~with~~Jiaochang ~~products~~Xi Computer House, China Net Center Sun City Computer House and our headquarters. These telecommunication operators provide us with 24/7 support services. ~~purchased~~They ~~from~~also ~~the~~provide ~~ju51~~connectivity ~~Mall~~for our servers through multiple high-speed connections.

~~Sales and Marketing~~5

~~Since~~Research ~~February 2012, we started to search for technical service stations with interior designers~~ and decoration technicians and set up a website, “China Decoration Technicians Network” at http://www.zgzxjg.com, as part of our sales effort. The “China Decoration Technicians Network” is developed by Guangdong Xingbang to disclose information from technical service stations. The technical service stations function as our local representative offices. The interior designers and decoration technicians help us reach out to consumers and act as shopping guides using the technical service stations as their base. Consumers who place orders through the introduction of decoration technicians will enjoy special “membership price”, which is less than the direct sale price listed on the ju51 Mall. Interior designers and decoration technicians earn commissions from the flagship stores. Development

7Our own IT department has developed certain software and applications and obtained 30 computer software copyright registrations with the Chinese Copyright Bureau since 2008. Our IT staff, with the possible collaboration of outside IT consultants, will continue to design and develop applications geared toward e-commerce and peripheral products.

~~IT Support~~Intellectual Property

We have anregistered three trademarks in~~-house~~ ~~information~~seven ~~technology~~classes ~~research,~~with ~~development~~the ~~and~~China ~~operation~~Trademark ~~center~~Office towith ~~support~~a ~~the~~valid ~~ju51~~term ~~Mall~~effective ~~and~~through ~~our~~2019 ~~other~~or ~~web portals.~~2020, Weincluding ~~currently~~the ~~have~~symbolic variation 89of ~~employees~~the asChinese ~~technology~~character ~~support~~“Xingbang”, ~~staff~~Chinese ~~including~~character ~~system~~of ~~designers~~“Light City” and www.lightcity.cn, and ~~webpage~~Chinese ~~designers~~character ~~and~~of IT“Ju ~~engineers working~~Wu onYou” ~~the~~and www.ju51.com. ~~construction~~In 2008 and ~~maintenance~~2009, ofwe obtained software copyright registration with the ~~ju51~~Copyright ~~Online~~Bureau ~~Mall~~for 30 software applications we developed. We ~~intend~~also tohave ~~increase~~registered ~~our~~174 ~~investment~~domain innames ~~our~~with ~~web~~the ~~design~~China ~~and~~Domain ~~e-commerce~~Name ~~construction~~Administrative ~~capability~~Center, towhich ~~support~~are ~~the~~renewable ~~operation~~annually ofupon ~~the~~payment ~~ju51~~of ~~Online~~certain ~~Mall~~fees.

We believe we have access to reliable and secure network infrastructure which provides sufficient support to our operations. Our web portals are connected to the Internet by reputable Internet connection operators such as China United Network Communication Group Company Limited (or China Unicom) and China Telecom Corporation (or China Telecom). Our 100 servers are located at four places, namely 21Vianet Asia Pacific Computer House, China Net Center Jiaochang Xi Computer House, China Net Center Sun City Computer House and our headquarters. These telecommunication operators provide us with support services twenty-four hours per day, seven days per week. They also provide connectivity for our servers through multiple high-speed connections.Employees

~~Research~~As of December 31, 2015, ~~and~~we ~~Development~~had 267 full-time employees compared to 113 full-time employees as of December 31, 2014. We believe we have a good relationship with our current employees.

~~Our own~~Government IT department has developed certain software and applications and obtained 30 computer software copyright registrations with the Chinese Copyright Bureau since 2008. Our IT staff, with the possible collaboration of outside IT consultants, will continue to design and develop applications geared toward e-commerce and peripheral products.Regulation

~~Intellectual Property~~General

~~We have~~The ~~registered~~media ~~three~~and ~~trademarks~~advertising industry in ~~seven classes with the~~ China ~~Trademark~~is ~~Office~~governed ~~with~~by athe ~~valid~~State ~~term effective through 2019 or 2020~~Council, ~~including~~which is the ~~symbolic~~highest ~~variation~~authority ofin the ~~Chinese~~executive ~~character~~branch ~~“Xingbang”, Chinese character~~ of ~~“Light City”~~China’s ~~and www.lightcity.cn~~central government, and ~~Chinese~~several ~~character~~ministries ~~of “Ju Wu You”~~ and ~~www.ju51.com.~~ Inagencies ~~2008~~under ~~and 2009~~its authority, weincluding ~~obtained software copyright registration with~~ the ~~Copyright~~State ~~Bureau~~Administration for ~~30 software~~Industry ~~applications~~and weCommerce (“SAIC”), ~~developed.~~the ~~We also~~State ~~have~~Administration ~~registered~~of ~~174~~Radio, ~~domain~~Film ~~names~~and ~~with~~Television (“SARFTA”), the ~~China~~General ~~Domain~~Administration of ~~Name~~Press ~~Administrative~~and ~~Center~~Publication, ~~which~~the ~~are~~Ministry ~~renewable~~of ~~annually~~Culture ~~upon payment~~and ofthe ~~certain~~State ~~fees~~Council News Office.

~~Employees~~Regulations Regarding Foreign Investment in the Chinese Media and Value Added Telecommunication Sector

AsOn ofJuly ~~December~~6, 312005, the Chinese ~~2014~~government promulgated Certain Opinions on the Introduction of Foreign Investment in Cultural Fields, wewhich ~~had~~provide an ~~113~~overall ~~full-time~~framework ~~employees~~with ~~compared~~respect to 51foreign ~~full-time~~investments ~~employees~~in asChinese ofmedia ~~December~~and ~~2013~~other cultural sectors. ~~The~~This ~~increase~~document specifies the areas in which foreign investments are permitted or prohibited in accordance with China’s commitments regarding its entry into the World Trade Organization, or WTO. Under the document, foreign investment in the media sector is ~~part~~permitted in the areas of ~~our~~printing ~~overall~~of packaging and decorating materials, redistributing books, newspaper, periodicals, producing of recordable disks, ~~strategy~~duplication toof ~~further~~read ~~develop~~only ondisks, ~~our~~engaging ein works of art and the construction and operation of performance sites, cinema, event brokerage agencies and movie technology. In addition, because the current PRC regulations only permit operation of media companies by state-~~commerce~~owned ~~business~~enterprises or very few selected privately-owned businesses, we are unable to obtain our own Standard Serial Number. Ever since Wethe ~~believe~~inception of our newspaper, we have abeen ~~good~~distributing ~~relationship~~our ~~with~~newspaper ~~our~~as ~~current~~supplements ~~employees~~to the Shopping Guide pursuant to authorization given by Shopping Guide.

~~Government~~Our online shopping mall ~~Regulation~~and websites may be regarded as value added telecommunications services under relevant PRC laws. Foreign direct investment in telecommunications companies in China is regulated by the Regulations for the Administration of Foreign-Invested Telecommunications Enterprises (the ”FITE Regulations”), which were issued by the PRC State Council on December 11, 2001 and amended on September 10, 2008. The FITE Regulations stipulate that telecommunications enterprises in the PRC with foreign investors (or FITEs) must be established as Sino-foreign equity joint ventures. Under the FITE Regulations and in accordance with WTO-related agreements, the foreign party to a FITE engaging in value-added telecommunications services may hold up to 50% of the equity of the FITE, with no geographic restrictions on its operations. The PRC government has not made any further commitment to liberalize its regulation of FITEs.

~~General~~Our management believes, subject to the uncertainties and risks disclosed elsewhere in this registration statement under the heading “Risk Factors”, the ownership structure of our WFOE complies with all existing laws, rules and regulations of the PRC and each of such companies has the full legal right, power and authority, and has been duly approved, to carry on and engage in the business described in its business license. We have not obtained any legal opinion from, or otherwise been advised by, any PRC legal counsel with respect to our VIE arrangements.

The media and advertising industry in China is governed by the State Council, which is the highest authority in the executive branch of China’s central government, and several ministries and agencies under its authority, including the State Administration for Industry and Commerce (“SAIC”), the State Administration of Radio, Film and Television (“SARFTA”), the General Administration of Press and Publication, the Ministry of Culture and the State Council News Office.6

8Censorship of Advertising Content by the Chinese Government

~~Regulations~~The advertising industry ~~Regarding~~in ~~Foreign~~China ~~Investment~~is governed by the Advertising Law which came into effect in February 1995. In addition, principal regulations governing advertising services in China include: (1) the Advertising Administrative Regulations, effective December 1987; and (2) the Implementing Rules for the Advertising Administrative Regulations, effective January 2005. Chinese ~~Media~~advertising laws and ~~Value~~regulations ~~Added~~set ~~Telecommunication~~forth certain ~~Sector~~content requirements for advertisements in China, which include prohibitions on, among other things, misleading content, superlative wording, socially destabilizing content, or content involving obscenities, the supernatural, violence, discrimination or infringement of the public interest. There are specific restrictions and requirements regarding advertisements that relate to matters such as patented products or processes, pharmaceuticals, medical instruments, agrochemicals, veterinary pharmaceuticals, foodstuff, alcohol, cosmetics and others. In addition, all advertisements relating to pharmaceuticals, medical instruments, agrochemicals and veterinary pharmaceuticals advertised through radio, film, television, newspaper, periodical and other forms of media, together with any other advertisements which are subject to censorship by administrative authorities according to relevant laws and administrative regulations, must be submitted to the relevant administrative authorities for content approval prior to dissemination.

OnAdvertisers, advertising ~~July~~operators 6,and ~~2005,~~advertising ~~the~~distributors are required by Chinese ~~government~~advertising ~~promulgated Certain~~laws ~~Opinions~~and onregulations to ensure that the ~~Introduction~~content of ~~Foreign~~the advertisements ~~Investment~~they inprepare ~~Cultural Fields,~~or ~~which~~distribute ~~provide~~are antrue ~~overall~~and ~~framework~~in full compliance with ~~respect~~applicable tolaws. ~~foreign~~In ~~investments~~providing inadvertising ~~Chinese~~services, advertising ~~media~~operators and ~~other~~advertising ~~cultural~~distributors ~~sectors. This~~must ~~document~~review ~~specifies~~ the ~~areas~~prescribed supporting documents in ~~which~~connection ~~foreign~~with ~~investments~~any ~~are~~advertisements and ~~permitted~~verify orthat ~~prohibited~~the incontent ~~accordance~~of ~~with~~such ~~China’s~~advertisements ~~commitments regarding~~comply ~~its~~with ~~entry~~applicable ~~into~~Chinese ~~the~~laws ~~World~~and ~~Trade~~regulations. ~~Organization~~In addition, orprior ~~WTO.~~to ~~Under~~distributing advertisements ~~the~~for ~~document,~~certain ~~foreign~~commodities ~~investment~~that inare ~~the~~subject ~~media~~to ~~sector~~government iscensorship ~~permitted~~and approval, advertising distributors are required into ~~the~~ensure ~~areas~~that ofgovernmental ~~printing~~review ofhas ~~packaging~~been performed and ~~decorating~~approval ~~materials,~~obtained. ~~redistributing~~Violation ~~books,~~of ~~newspaper,~~these ~~periodicals,~~regulations ~~producing~~may ofresult ~~recordable~~in penalties, ~~disks~~including fines, ~~duplication~~confiscation of ~~read~~advertising ~~only disks~~income, ~~engaging~~orders into ~~works~~cease dissemination of ~~art~~advertisements and ~~the~~orders ~~construction~~to ~~and~~publish ~~operation~~an ofadvertisement correcting ~~performance~~the ~~sites,~~misleading ~~cinema, event~~information. ~~brokerage~~In ~~agencies~~circumstances ~~and~~involving ~~movie~~serious ~~technology. In addition~~violations, ~~because~~ the ~~current~~relevant ~~PRC~~administrative ~~regulations~~authorities ~~only~~may order ~~permit~~violators ~~operation~~to ~~of media~~cease ~~companies~~their byadvertising ~~state-owned~~business ~~enterprises~~operations. orFurthermore, ~~very~~advertisers, ~~few~~advertising ~~selected~~operators ~~privately-owned~~or ~~businesses,~~advertising distributors wemay ~~are~~be ~~unable~~subject to ~~obtain~~civil ~~our~~liability ~~own~~if ~~Standard Serial~~they ~~Number. Ever~~infringe ~~since~~on the ~~inception~~legal ofrights ~~our~~and ~~newspaper,~~interests weof ~~have~~third ~~been~~parties ~~distributing~~in ~~our~~the ~~newspaper~~course of astheir ~~supplements~~advertising tobusiness. At the ~~Shopping Guide~~present ~~pursuant~~time, we are not subject to ~~authorization~~any ~~given~~of bythe ~~Shopping~~penalties ~~Guide~~mentioned above.

~~Our online~~ITEM ~~shopping mall and websites may be regarded as value added telecommunications services under relevant PRC laws~~1A. ~~Foreign direct~~RISK investment in telecommunications companies in China is regulated by the Regulations for the Administration of Foreign-Invested Telecommunications Enterprises (or the FITE Regulations), which were issued by the PRC State Council on December 11, 2001 and amended on September 10, 2008. The FITE Regulations stipulate that telecommunications enterprises in the PRC with foreign investors (or FITEs) must be established as Sino-foreign equity joint ventures. Under the FITE Regulations and in accordance with WTO-related agreements, the foreign party to a FITE engaging in value-added telecommunications services may hold up to 50% of the equity of the FITE, with no geographic restrictions on its operations. The PRC government has not made any further commitment to liberalize its regulation of FITEs.FACTORS

~~Our management~~Not believes, subject to the uncertainties and risks disclosed elsewhere in this registration statement under the heading “Risk Factors”, the ownership structure of our WFOE complies with all existing laws, rules and regulations of the PRC and each of such companies has the full legal right, power and authority, and has been duly approved, to carry on and engage in the business described in its business licenseapplicable. ~~We have not obtained any legal opinion from, or otherwise been advised by, any PRC legal counsel with respect to our VIE arrangements.~~

~~Censorship of~~ITEM ~~Advertising~~1B. ~~Content~~UNRESOLVED bySTAFF ~~the Chinese Government~~COMMENTS.

~~The advertising~~Not ~~industry in China is governed by the Advertising Law which came into effect in February 1995~~applicable. In addition, principal regulations governing advertising services in China include: (1) the Advertising Administrative Regulations, effective December 1987; and (2) the Implementing Rules for the Advertising Administrative Regulations, effective January 2005. Chinese advertising laws and regulations set forth certain content requirements for advertisements in China, which include prohibitions on, among other things, misleading content, superlative wording, socially destabilizing content, or content involving obscenities, the supernatural, violence, discrimination or infringement of the public interest. There are specific restrictions and requirements regarding advertisements that relate to matters such as patented products or processes, pharmaceuticals, medical instruments, agrochemicals, veterinary pharmaceuticals, foodstuff, alcohol, cosmetics and others. In addition, all advertisements relating to pharmaceuticals, medical instruments, agrochemicals and veterinary pharmaceuticals advertised through radio, film, television, newspaper, periodical and other forms of media, together with any other advertisements which are subject to censorship by administrative authorities according to relevant laws and administrative regulations, must be submitted to the relevant administrative authorities for content approval prior to dissemination.

9ITEM 2. PROPERTIES

~~Advertisers,~~Our corporate offices ~~advertising~~are ~~operators~~located ~~and~~at ~~advertising~~No. ~~distributors~~1108, ~~are~~Sai ~~required~~Wei byAvenue, ~~Chinese~~Hi-Tech ~~advertising~~Development ~~laws~~Zone, ~~and~~Xinyu ~~regulations~~City, toJiangxi ~~ensure~~Province, ~~that~~PRC. Under the current PRC ~~content~~laws, ofland ~~the~~is ~~advertisements~~owned ~~they~~by ~~prepare~~the orstate, ~~distribute~~and ~~are~~parcels ~~true~~of ~~and~~land in ~~full~~rural ~~compliance~~areas, ~~with~~which ~~applicable~~is ~~laws.~~known Inas ~~providing~~collective ~~advertising services~~land, ~~advertising~~is ~~operators~~owned ~~and~~by ~~advertising~~the ~~distributors~~rural collective ~~must~~economic ~~review~~organization. ~~the~~Land ~~prescribed~~use ~~supporting~~rights ~~documents~~are ingranted ~~connection~~to ~~with any~~an ~~advertisements~~individual ~~and~~or ~~verify~~entity ~~that~~after ~~the~~payment ~~content~~ of ~~such~~a ~~advertisements~~land ~~comply~~use ~~with~~right ~~applicable Chinese laws and regulations. In~~fee ~~addition,~~is ~~prior~~made to ~~distributing~~the ~~advertisements~~applicable ~~for~~state ~~certain~~or ~~commodities~~rural ~~that~~collective ~~are~~economic ~~subject~~organization. toLand ~~government~~use ~~censorship~~rights ~~and~~allow ~~approval, advertising~~the ~~distributors~~holder ~~are~~of ~~required~~the right to ~~ensure~~use the ~~that~~land ~~governmental~~for ~~review~~a ~~has~~specified ~~been~~long-term ~~performed and approval obtained~~period. We ~~Violation~~rent ~~of these~~our ~~regulations~~office ~~may~~space ~~result~~from inXinyu ~~penalties,~~Industry ~~including fines~~Co., ~~confiscation~~Ltd. of(“Xinyu ~~advertising income~~Industry”), an ~~orders~~entity towhich ~~cease~~is ~~dissemination of~~90% ~~advertisements~~ and ~~orders~~10% toowned ~~publish~~by ~~an advertisement correcting the misleading information~~Mr. InYao ~~circumstances~~and ~~involving~~his ~~serious violations~~spouse, ~~the~~respectively. ~~relevant~~We ~~administrative~~entered ~~authorities~~into ~~may~~a ~~order~~three-year ~~violators~~lease toagreement ~~cease~~with Xinyu ~~their advertising business operations. Furthermore~~Industry, ~~advertisers,~~ ~~advertising~~whereby ~~operators~~we orare ~~advertising~~obligated ~~distributors~~to ~~may~~pay bemonthly ~~subject~~rent toof ~~civil~~approximately ~~liability~~RMB17,000 if(approximately ~~they~~$2,624). ~~infringe~~The onlease ~~the legal~~expired ~~rights~~on ~~and~~June ~~interests~~30, of2015 ~~third~~but ~~parties~~has inbeen ~~the~~renewed ~~course~~for ofanother ~~their~~three ~~advertising business~~years. AtWe believe the ~~present~~rent ~~time,~~is wereasonable ~~are~~and ~~not~~in ~~subject~~accordance ~~to any~~with ~~of the penalties mentioned above~~market prices.

~~ITEM~~Guangdong Xingbang currently leases office from Mr. Yao and his spouse pursuant to a three-year lease agreement and pays 1Aa monthly rent of RMB96,000 (approximately $14,820). ~~RISK~~The ~~FACTORS~~lease expires on December 31, 2016. We believe the rent is reasonable and in accordance with market prices.

~~Our~~ITEM ~~business, operations and financial condition are subject to various risks~~3. ~~Some~~ ofLEGAL these risks are described below and you should take these risks into account in making a decision to invest in our common stock. If any of the following risks actually occur, we may not be able to conduct our business as currently planned and our financial condition and operating results could be seriously harmed. In that case, the market price of our common stock could decline and our stockholders could lose all or part of their investment in our common stock.PROCEEDINGS

~~Risks~~We are currently not a ~~Related~~party to ~~Our~~any ~~Business~~legal proceeding and are not aware of any legal claims that we believe will have a material adverse effect on our business, financial condition or operating results. However, from time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

~~The substantial~~ITEM and continuing net losses, and significant on-going working capital deficit incurred in the past few years, may require us to change our business plan or even may cause us not to be able to continue our operations if sufficient funding and/or additional cash from revenues is not realized4. ~~This~~MINE ~~raises~~SAFETY ~~doubt as to our ability to continue as a going concern.~~DISCLOSURES

~~Our~~Not ~~operations resulted in a net loss of $3,474,219 and used cash in operations of $2,485,774 for the year ended December 31, 2014~~applicable. As of December 31, 2014, we had an unappropriated accumulated deficit of $8,500,442 and a working capital deficiency of $7,982,920. Our independent registered auditors indicated in their audit report for fiscal year ended December 31, 2014 that these factors raised substantial doubt about our ability to continue as a going concern.

Our ability to continue as a going concern is dependent on our ability to meet our obligations, to obtain additional financing as may be required until such time as we can generate sources of recurring revenues and to ultimately attain profitability.7

~~The Company~~PART expects to finance its operations primarily through capital contributions from stockholders and related entities. However, management cannot provide any assurance that we will obtain required capital on terms acceptable to us. If we are unable to secure additional capital, as circumstances require, or do not succeed in meeting our profit objectives we may be required to change or cease our operations.II

~~We have~~Market limited experience in e-commerce. Since our inception, we attempted to conduct business to consumer business (“B2C”) in 2006 and business to consumer web portal business (“B2B”) in 2009. Both efforts were terminated. We started operation of the ju51 Online Mall, a B2B2C business, in 2011. Although we have derived some experience through our past operation of e-commerce businesses, we cannot assure you that we have sufficient management experience, human resources and technical capability to operate this new line of business. We explored different business models since the launch of the ju51 Mall in 2011. However, we have revised our business models a few times so far and have not been able to generate significant revenue from the ju51 Mall. Our ability to achieve satisfactory financial results in our new line of business is unproven. Failure to execute our e-commerce strategy in the development and operation of the ju51 Online Mall may result in negative results of operation and may harm our future growth prospects.Information

~~Execution~~Our common stock started oftrading ~~our~~on ~~current~~OTCQB ~~business~~under ~~strategy~~the ~~depends~~trading symbol “CXGP” on ~~related~~June ~~entities~~20, ~~controlled~~2012. byAs ~~Mr.~~of ~~Yao~~the date of this report, ~~our~~ ~~CEO~~there have been limited and ~~principal~~sporadic ~~stockholders.~~trades ~~Mr. Yao~~of the Company’s ~~potential~~common ~~conflicts~~stock. The last reported closing price of ~~interest~~the ~~with~~Company’s uscommon stock, ~~may~~per ~~adversely~~www.nasdaq.com, ~~affect~~was ~~our~~at ~~business~~$18.00 per share on May 4, 2015.

~~Guangdong~~The ~~Xingbang~~following ~~is jointly~~table ~~owned by Mr. Yao and Ms. Zhong, who are husband and wife. Mr. Yao and Ms. Zhong also jointly own 55.39% of our common~~sets ~~stock. We~~forth ~~also have a series of transactions with Xinyu Xingbang Industry Co, Ltd (“Xinyu Industry”), an entity owned by Mr. Yao and his spouse. We also have been dependent on~~ the ~~loan~~quarterly ~~proceeds~~average ~~from~~high ~~Mr. Yao~~ and ~~his~~low ~~affiliates~~bid ~~to fund~~prices ~~our~~per ~~operations.~~share ~~Mr.~~for ~~Yao and Ms. Zhong may not act completely in the best interests of us or~~ our ~~stockholders~~common (as opposed to their personal interest) and there may be conflicts of interest which may not be resolved in our favor. For example, Mr. Yao and Ms. Zhong may cause Guangdong Xingbang to delay the payment of consulting services fees the WFOE or they may cause Guangdong Xingbang to unlawfully terminate the VIE Agreements. There may be conflicts of interest between their duties to us and their interests as the stockholders of Guangdong Xingbang. We cannot assure you that they will act entirely in our interests when conflicts of interest arise or that conflicts of interest will be resolved in our favor. In the event they decided not to fund our operations or terminate the related entities’ relationship with us, we would suffer significant disruption of our business. In addition, Mr. Yao and Ms. Zhong could violate their non-competition or employment agreements with us or their legal duties by diverting business opportunities from us, resulting in our loss of corporate opportunities. If we are unable to resolve any such conflicts, or if we suffer significant delays or other obstacles as a result of such conflicts, our business and operations could be severely disrupted, which could materially and adversely affect our results of operations and damage our reputation.stock:

	High		Low
Fiscal Year 2014
Quarter ended December 31, 2014	$	10.50	$	1.67
Quarter ended September 30, 2014		6.50		6.00
Quarter ended June 30, 2014		6.00		6.00
Quarter ended March 31, 2014		6.00		6.00
Fiscal Year 2015
Quarter ended December 31, 2015		18.00		18.00
Quarter ended September 30, 2015		18.00		18.00
Quarter ended June 30, 2015		18.00		16.90
Quarter ended March 31, 2015		16.90		15.50

~~Current economic~~The ~~conditions~~source ~~and~~for the ~~global~~high ~~financial crisis may have an impact on our business~~ and ~~financial~~low ~~condition~~bid inprices ~~ways that we~~was ~~currently cannot predict~~www.nasdaq.com.

~~Our results~~The oftransfer ~~operations~~agent ~~are sensitive to changes in overall economic and political conditions that impact consumer spending and~~for ~~consumer~~our ~~purchases~~common ofstock ~~home~~is ~~furnishing~~Island ~~products. Decoration~~Stock ~~services~~Transfer ~~tend~~at to15500 ~~decline~~Roosevelt ~~during recession. The current uncertainty arising out of domestic and global economic conditions~~Boulevard, ~~including~~Suite ~~the recent disruption in credit markets~~301, ~~poses a risk to the PRC economy~~Clearwater, ~~and~~Florida ~~may impact our ability to increase our income~~33760. As a result, there has been a shift away from discretionary spending for advertising and marketing services. Continued tightness within our clients marketing budgets may adversely affect our financial condition and results of operations, resulting in a reduction in our revenues.

~~Our limited operating history may not serve as an adequate basis to judge our future prospects and results of operations.~~Holders

~~Our limited~~As ~~operating~~of ~~history~~April in13, ~~the~~2016, there ~~advertising~~were ~~and~~approximately ~~consulting~~60 ~~industry~~stockholders ~~may~~of ~~not~~record ~~provide~~of ~~a meaningful basis for evaluating~~ our ~~business prospects. We~~common ~~started our advertising and consulting business in 2002~~stock. We There are inno ~~the~~shares ~~process~~ of ~~shifting~~ our ~~focus~~ topreferred ~~becoming~~stock ~~an e-commerce operator. Although our revenues have grown rapidly since inception, we cannot guarantee~~outstanding ~~that~~at ~~we will maintain profitability or that we will not incur net losses in~~ the ~~future. We~~date ~~will continue to encounter risks and difficulties that companies at a similar stage~~ of ~~development~~this ~~frequently experience, including the potential failure to:~~report.

~~● Obtain sufficient working capital to support our expansion;~~Dividends

●Since ~~Expand~~inception, no dividends have been paid on the common stock. We intend to retain any earnings for use in our ~~services~~business ~~and~~activities, ~~offerings~~so it is not expected that any dividends on the common stock will be declared and ~~maintain~~paid in the ~~quality~~foreseeable future. Although we intend to retain earnings, if any, to finance the exploration and growth of our ~~advertising~~business, ~~services;~~our Board of Directors (the “Board”) has the discretion to declare and pay dividends in the future. Payment of dividends in the future will depend upon the earnings, capital requirements, and other factors which the Board may deem relevant.

●Equity ~~Maintain~~Compensation ~~our proprietary technology;~~Plan

●We ~~Manage~~do ~~our~~not ~~expanding~~have ~~operations~~any ~~and~~equity compensation ~~continue~~plans. toOur ~~fill~~Board ~~customers’~~may ~~orders~~adopt onone ~~time;~~or more equity compensation plan in the future.

●Recent ~~Maintain~~Sales ~~adequate control~~ of ~~our~~Unregistered ~~expenses~~Securities ~~allowing~~and usUse toof ~~realize~~Proceeds ~~anticipated~~from Unregistered ~~revenue growth;~~Securities

~~● Implement our product development, marketing and sales strategies and adapt and modify them as needed;~~None.

●Purchases ~~Integrate~~of ~~any~~Equity ~~future~~Securities ~~acquisitions;~~by the Issuer and Affiliated Purchasers

● Anticipate and adapt to changing conditions in the Chinese home furnishings industry resulting from changes in government regulations, mergers and acquisitions involving our competitors, technological developments and other significant competitive and market dynamicsNone.

~~If we~~ITEM ~~are~~6. ~~unable~~SELECTED toFINANCIAL ~~address any or all of the foregoing risks, our business may be materially and adversely affected.~~ DATA

11As a “smaller reporting company,” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

~~In the event Xinyu Xingbang fails to maintain its ICP license, we may have to abandon or substantially change our current business strategy.~~8

~~Xinyu Xingbang~~ITEM ~~received its ICP license in February 2013~~7. InMANAGEMENT’S ~~the~~DISCUSSION ~~event~~AND ~~Xinyu~~ANALYSIS ~~Xingbang~~OF ~~could~~FINANCIAL ~~not~~CONDITION ~~maintain~~AND ~~its~~RESULTS ~~ICP~~OF license or such license is revoked by the competent government authority due to change of applicable PRC laws with regard to foreign investment in telecommunication industry, we may have to abandon or substantially change or business strategy which may results in material negative effect on our results of operationsOPERATIONS.

WeThe following discussion ~~may~~and ~~not~~analysis of our results of operations and financial condition should be ~~able~~read totogether ~~effectively~~with ~~control~~our consolidated group financial statements and ~~manage~~the notes thereto and other financial information, which are included in this annual report. Our financial statements have been prepared in accordance with U.S. generally accepted accounting principles. In addition, our ~~growth~~financial statements and the financial information included in this report reflect our organization transactions and have been prepared as if our current corporate structure had been in place throughout the relevant periods.

IfThis section contains ~~our~~forward-looking ~~business~~statements. ~~and~~These ~~markets~~forward-looking ~~grow~~statements ~~and~~are ~~develop~~subject asto wevarious ~~expect~~factors, itrisks ~~will~~and beuncertainties ~~necessary~~that ~~for~~could cause usactual results to ~~finance~~differ ~~and~~materially ~~manage~~from ~~expansion~~those reflected in anthese ~~orderly fashion~~forward-looking statements. WeFurther, as a result of these factors, risks and uncertainties, the forward-looking events may ~~face~~not ~~challenges~~occur. inRelevant ~~managing~~factors, ~~new~~risks ~~lines~~and ofuncertainties ~~business~~include, but ~~expanding~~are ~~product~~not ~~offerings~~limited to, those discussed in “Item 1. Business,” and elsewhere in ~~integrating~~this ~~acquired~~annual ~~businesses with~~report ~~our~~on ~~own~~Form 10-K. ~~This~~Readers are ~~will~~cautioned ~~increase~~not ~~demands~~to place undue reliance on ~~our~~forward-looking ~~existing~~statements, which reflect management’s beliefs and ~~facilities.~~opinions as ~~Failure~~of tothe ~~manage~~date of this ~~growth~~report. ~~and~~We ~~expansion could~~are ~~interrupt~~not obligated to publicly update or ~~adversely~~revise ~~affect~~any ~~our~~forward ~~operations~~looking statements, ~~cause~~whether ~~production~~as ~~backlogs,~~a ~~longer~~result of ~~product~~new ~~development~~information, ~~time~~future ~~frames~~events ~~and~~or ~~administrative inefficiencies~~otherwise.

~~We will~~Overview ~~likely need to raise additional funds in the future to grow our business, which funds may not be available on acceptable terms or at all,~~ and ~~without additional funds, we may not be able to maintain or expand our business.~~Strategy

~~Although our~~We ~~cash~~were ~~generated~~formed ~~from~~as a ~~operations~~Nevada ~~are~~corporation ~~decreased~~on ~~significantly~~April 12, it2011 isto aacquire ~~result~~operational ~~from~~control aover ~~switch~~Guangdong ofXingbang. ~~business~~Since ~~focus.~~foreign ~~However, we~~investors are restricted ~~believe~~by ~~that~~the welaws ~~will~~and beregulations ~~sufficient~~of tothe ~~fund~~PRC ~~our~~to ~~present~~operate ~~operations~~the bymedia ~~advances~~and ~~from~~e-commerce ~~stockholders~~business ~~and~~in ~~related~~China, ~~companies.~~we Itoperate isour ~~likely~~business through ~~that~~ownership inof the ~~future~~WFOE wethat ~~will~~provides ~~require~~management, ~~substantial~~consulting, ~~funds~~investment inand ~~order~~technical services to ~~fund~~Guangdong ~~operating~~Xingbang. ~~expenses~~We ~~associated~~do ~~with~~not own ~~the~~any ~~expansion~~direct ofequity interest in Guangdong Xingbang. In May 2011, the ~~ju51~~ ~~Online~~WFOE ~~Mall~~entered into ~~other~~a ~~home~~series ~~furnishing~~of ~~sectors,~~contractual toarrangements ~~fund~~which effectively ~~acquisition~~give ofthe ~~other~~WFOE ~~businesses,~~operational ~~and~~control toover ~~cover~~Guangdong ~~public~~Xingbang ~~company~~despite ~~costs~~the lack of direct ownership. ~~Without~~ As a result of these ~~enough~~contractual ~~funds~~arrangements, we ~~may~~treat ~~not~~Guangdong beXingbang ~~able~~as toa ~~meet~~variable ~~these~~interest ~~goals~~entity, or VIE, under U. WeS. ~~may~~generally ~~seek~~accepted ~~additional~~accounting principles, ~~funding~~and ~~through~~we ~~public~~have orincluded ~~private~~its ~~financing or~~historical ~~through~~financial ~~collaborative~~results ~~arrangements~~in ~~with~~our ~~strategic~~consolidated ~~partners~~financial statements.

~~You~~Our subsidiaries, Xingbang ~~should~~NV, ~~also~~Xingbang beBVI ~~aware~~and ~~that~~Xingbang inHK are holding companies which do not have any operations or own any assets except for the ~~future:~~ownership of the WFOE. Guangdong Xingbang and WFOE each own 50% of the equity interest of Xinyu Xingbang. The only current operation of the WFOE is to provide consulting and management services to Guangdong Xingbang. Currently, we rely on results of operations of Xinyu Xingbang.

●Critical WeAccounting ~~cannot~~Policies ~~be certain that additional capital will be available on favorable terms, if at all; ● Any available additional financing may not be adequate to meet our goals;~~ and ~~● Any equity financing would result in dilution to stockholders.~~Estimates

IfIn preparing our consolidated wegroup ~~cannot~~financial ~~raise~~statements ~~additional~~in ~~funds~~conformity ~~when~~with ~~needed,~~accounting orprinciples ongenerally ~~acceptable~~accepted ~~terms~~in the United States, we ~~may~~make ~~not~~estimates and beassumptions ~~able~~that toaffect ~~effectively~~the ~~execute~~accounting, recognition and disclosure of our ~~growth~~assets, ~~strategy~~liabilities, stockholders’ equity, ~~take~~revenues ~~advantage~~and ofexpenses. ~~future~~We ~~opportunities~~make these estimates and assumptions because certain information that we use is dependent upon future events, orwhich ~~respond~~cannot tobe ~~competitive~~calculated ~~pressures~~with a high degree of precision from data available or ~~unanticipated~~cannot ~~requirements~~be readily calculated based upon generally accepted methodologies. In ~~addition~~some cases, wethese ~~may be~~estimates ~~required~~are toparticularly ~~scale~~difficult ~~back~~and ortherefore ~~discontinue~~require ~~our~~a ~~production~~significant amount ~~and~~of ~~development~~judgment. ~~program,~~Actual orresults ~~obtain~~could ~~funds~~differ ~~through~~from ~~strategic~~the ~~alliances~~estimates and assumptions that ~~may~~ ~~require~~we ususe toin ~~relinquish~~the ~~certain~~preparation ~~rights~~of our consolidated group financial statements.

~~Our business~~During ~~depends heavily on~~ the ~~market~~year ended ~~recognition~~December of31, ~~our brand and our reputation in the home furnishing industry~~2015, ~~and~~there ~~any~~were ~~harm to~~no ~~our~~significant ~~brand~~changes ~~or failure~~ to ~~maintain and enhance~~ our ~~brand~~critical ~~recognition~~accounting ~~may~~policies ~~materially~~ and ~~adversely~~estimates ~~affect~~as ~~our~~reported ~~business,~~in ~~financial~~this ~~condition~~Annual ~~and~~Report ~~results~~on ofForm ~~operations~~10-K.

~~We believe~~Results ~~that the market recognition~~ of ~~our~~Operations brand and our reputation have significantly contributed to the success of our business. Maintaining and enhancing the recognition and reputation of our brand are critical to our success. Many factors, some of which are beyond our control, are important to maintaining our reputation, including our ability to maintain a client’s positive experience with our services as the end consumers’ preferences evolve and as we develop the new e-commerce business and expand into new sectors in the home furnishing industry.

12Revenue

InDuring the years ended December ~~addition~~31, ~~the~~2015 ~~following~~and ~~factors~~2014, ~~are~~we ~~important~~had total revenue of $538,734 and $37,518, respectively, all of which was generated from e-commerce related services. $340,508 was attributed to ~~maintain~~revenue ~~our~~generated ~~established~~from ~~market~~service ~~position~~flagship asstores, we$108,114 ~~continue~~was attributed to revenue generated from technical service stations, and $90,112 was attributed to sales of furniture to showrooms. During the ~~development~~year ended December 31, 2014, the Company earned $22,208 from service flagship stores and $15,310 from Media Integrated Advertising Communication Package. The increase of ~~ju51~~$501,216 or approximately 1,336% was mainly due to increase in number of service flagship ~~Online~~stores ~~Mall:~~from 661 at December 31, 2014 to 1,504 at December 31, 2015.

●Cost ~~Our ability to increase brand awareness among existing and potential customers through various means~~ of marketing and promotional activities; ● Our ability to effectively control the product quality of flagship stores and to monitor service performance of flagship stores and technical service stations as we continue to develop our marketplace program; and ● Any negative media publicity about e-commerce, its security or product quality associated with e-commerce operators in China.revenue

~~If we~~Cost ~~are~~of ~~unable~~revenue tois ~~maintain~~mainly comprised ~~our~~of ~~reputation,~~salaries ~~further enhance our brand recognition and increase positive awareness~~ of ~~our~~ website administrators, ~~our~~ ~~results~~business oftax ~~operations~~relating ~~and~~to ~~future~~e-commerce ~~growth~~and ~~prospectus~~commissions ~~may~~paid beto ~~materially~~technical ~~and adversely affected~~service stations.

~~For~~Cost of revenue for the ~~our~~year ~~e-commerce~~ended ~~business~~December 31, we2015 ~~face~~was ~~intense~~$4,051,890, ~~competition.~~compared Ifto we$1,278,142 ~~cannot~~for ~~compete~~the ~~successfully~~year ~~against~~ended ~~competitors~~December 31, we2014, ~~may~~an ~~not~~increase beof ~~able~~$2,773,748, or approximately 217%. The increase was mainly due to ~~acquire~~the ~~meaningful~~increase ~~market~~in ~~share~~salary of website administrators and commissions paid to technical service stations as a result of more hiring and increase in the number of technical service stations.

The operating environment for the ju51 Mall is competitive. Our competitors may include: (1) other B2C e-commerce companies, such as Qijia Net, Liba Net and Taobao Mall; (2) brick and mortar retailers and distributors, many of which possess significant brand recognition, sales volume and customer bases, and some of which currently sell, or in the future may sell, products or services through the internet; and (3) a number of indirect competitors, including well established portals and internet search engines that are involved in e-commerce, either directly or in collaboration with other retailers. Although we believe our planned business model is substantially different from other e-commerce operators in the home furnishing industry, there is no assurance that these competitors, or new ones, will not set up similar or even superior business models than ours.9

~~We face~~Gross a variety of competitive challenges including: keeping products offered in the ju51 Online Mall competitive in price, quality products and after sale service to consumers; maintaining favorable brand recognition; providing quality services to the business that pay service charges to us; and conducting strong and effective marketing campaigns. If we cannot properly address these challenges, our business and prospects will be materially and adversely affected.loss

~~Some of~~Gross ~~our~~loss ~~competitors~~was ~~have significantly greater financial~~$3, ~~marketing and other resources than us. In addition~~513, ~~other online retailers~~156 ~~may~~in ~~be acquired by~~2015, ~~receive~~an ~~investment~~increase ~~from~~of ~~or enter into strategic relationships with~~$2,272,532, ~~well-established and well-financed companies~~ or ~~investors~~approximately ~~which~~183%, ~~would~~compared ~~ask them~~ to ~~terminate~~gross ~~their~~loss ~~relationship~~of ~~with us. Increased competition may reduce our operating margins~~$1, ~~market share and brand recognition~~240,624 orin ~~force us to incur losses~~2014. ~~There~~The ~~can~~increase bewas ~~no assurance that we will be able to compete successfully~~mainly ~~against~~because ~~current~~the ~~and~~increase ~~future~~in ~~competitors,~~cost ~~and~~of ~~competitive~~e-commerce ~~pressures may have a material adverse effect on our~~ business, ~~prospects, financial~~outweigh ~~condition~~the ~~and~~increase ~~results~~in ofe-commerce ~~operations~~revenue.

~~The proper~~Operating functioning of our website will be essential to our business and any failure to maintain the satisfactory performance and integrity of our website will materially and adversely affect our business, reputation, financial condition and results of operations.expenses

~~The satisfactory~~Operating ~~performance,~~expenses ~~reliability and availability of our website, our transaction-processing systems and our network infrastructure~~consist ~~will be critical to our success and our ability to attract and retain customers and maintain adequate customer service levels. Our revenues will depend on retaining a number~~ of ~~flagship stores and technical service stations. Any system interruptions caused by telecommunications failures~~selling, ~~computer~~general viruses, hacking or other attempts to harm our systems that result in the unavailability or slowdown of our website or reduced order fulfillment or other performance slowdown will reduce the volume of ju51 online mall products sold and ~~the~~administrative ~~attractiveness of the ju51 Online Mall. Our servers will also be vulnerable to computer viruses, physical or electronic break-ins~~ expenses and ~~similar disruptions, which could lead to interruptions, delays, loss of data or the inability to accept and fulfill customer orders~~depreciation. ~~We may also experience interruptions caused by reasons beyond our control.~~

13Operating expenses for the year ended December 31, 2015 were $4,829,946, mainly composed of $3,179,485 in selling expenses, $1,467,283 in general and administrative expenses, and $183,178 in depreciation. Operating expenses for the year ended December 31, 2014 were $2,270,821, mainly composed of $1,256,725 in selling expenses, $903,093 in general and administrative expenses, and $111,003 in depreciation. The increase in operating expenses from the year ended December 31, 2014 to 2015 was $2,559,125, or approximately 113%. More staff were hired during 2015 due to the growth of business, which also contributed to the increase in the selling expenses. The average number of staff increased from 92 for 2014 to 374 for 2015.

~~We will~~Other ~~use~~(expenses) externally developed systems for our website and substantially all aspects of transaction processing, including order management, cash, debit card and credit card processing, purchasing, inventory management and shipping. We intend to upgrade and expand our systems and to integrate newly developed or purchased software with our existing systems to support the smooth operation of our ju51 Online Mall. Failure to develop and upgrade our existing technology, transaction-processing systems or network infrastructure to accommodate increased traffic on our website or increased sales volume through our transaction-processing systems may cause unanticipated system disruptions, slower response time, degradation in levels of customer service and impaired quality and speed of order fulfillment, which would have a material adverse effect on our business, reputation, financial condition and future growth prospects.income

~~If we~~Other ~~fail~~(expenses) toincome, consists ~~successfully~~mainly ~~adopt~~of ~~new~~interest ~~technologies or adapt our website and systems to customer requirements or emerging industry standards~~income, ~~our~~other ~~e-commerce business~~income, ~~prospects~~other expenses and ~~financial~~gain ~~results~~(loss) ~~will~~on ~~likely~~disposal beof ~~materially~~property and ~~adversely affected~~equipment.

~~To remain~~Other income ~~competitive,~~for wethe year ~~will~~ended ~~have~~December to31, ~~continue~~2015 towas ~~enhance and improve the responsiveness~~$42,164, ~~functionality~~compared ~~and~~to other ~~features~~income of ~~our~~$37,865 ~~website. The~~for ~~internet~~the ~~and~~year ~~e-commerce~~ended ~~industry~~December ~~are characterized by rapid technological evolution~~31, ~~changes in user requirements and preferences~~2014, ~~frequent~~an ~~introductions~~increase of ~~new~~$4,299, ~~products~~or ~~and~~approximately ~~services~~11%. ~~embodying~~There ~~new~~was ~~technologies~~an ~~and~~increase ~~the~~in ~~emergence~~other ofexpense ~~new~~from ~~industry standards and practices that could render our existing proprietary technologies and systems obsolete. Our success will depend~~$2,866 in ~~part,~~2014 ~~on our ability~~ to ~~identify~~$64,524 ~~develop, acquire or license leading technologies useful~~ in ~~our business~~2015, ~~enhance our existing services, develop~~which ~~new~~was ~~services~~mainly ~~and~~due ~~technologies~~to ~~that address~~ the ~~increasingly~~fee ~~sophisticated and varied needs~~ of ~~our existing and prospective customers~~$50, ~~and~~934 ~~respond~~resulting tofrom ~~technological~~the ~~advances~~early ~~and~~termination ~~emerging~~of ~~industry~~an ~~standards~~operating ~~and~~lease ~~practices~~agreement on aAugust cost-effective and timely basis. The development of website and other proprietary technology entails significant technical and business risks. There can be no assurance that we will be able to use new technologies effectively or adapt our website21, ~~proprietary technologies and transaction-processing~~ ~~systems to customer requirements or emerging industry standards~~2015. If we are unable to adapt in a cost-effective and timely manner in response to changing market conditions or customer requirements, whether for technical, legal, financial or other reasons, our business, prospects, financial condition and results of operations would be materially adversely affected.

~~Any interruption~~Income intax ~~the operation of our data centers for an extended period will likely have an adverse impact on our e-commerce business.~~expense

~~Our ability~~Income totax ~~accurately~~expenses ~~process and fulfill orders placed on the ju51 Mall and provide high-quality customer service will depend~~were on$0 the efficient and uninterrupted operation of our data centers and logistics centers. Our data centers and logistics centers may be vulnerable to damage caused by fire, flood, power loss, telecommunications failure, break-ins, earthquake, human error and other events. In addition, we do not have additional back-up systems or a formal disaster recovery plan and do not carry business interruption insurance to compensate for ~~losses that may occur. The occurrence of any of~~ the ~~foregoing~~years ~~risks~~ended ~~will~~December ~~likely have a material adverse effect on our business~~31, ~~prospects,~~2015 ~~reputation, financial condition~~ and ~~future operating prospects~~2014.

~~Failure to~~Net protect confidential information of our ju51 Online Mall customers and our network against security breaches will likely damage our reputation and brand and substantially harm our business and results of operations.loss

~~A significant~~Net ~~challenge~~loss towas online commerce and communications is the secure transmission and retention of confidential information over public networks. Management anticipates all product orders will be made through our website. All the online payments for our ju51 Online Mall products will be settled through third-party online payment services. In such transactions$8, ~~maintaining complete~~366,699 ~~security~~ for the ~~transmission~~year ofended ~~confidential~~December ~~information on our website~~31, ~~such~~2015 as ~~customers’~~compared ~~credit~~with ~~card numbers and expiration dates~~$3, ~~personal information and billing addresses~~474,219 isfor ~~essential to maintain consumer confidence. We will have limited influence over~~ the ~~security~~year ~~measures~~ended ofDecember ~~third-party online payment service providers. In addition~~31, ~~we will hold certain private information about our ju51 Online Mall customers, such as their names, addresses, phone numbers and browsing and purchasing records~~2014. WeThe ~~may not~~increase bewas ~~able to prevent third parties, such as hackers or criminal organizations, from stealing information provided by our customers~~mainly tothe usresult ~~through~~of ~~our~~an ~~website.~~increase Inin ~~addition,~~cost ~~our~~of ~~flagship~~revenue ~~stores~~ and ~~technical~~operating ~~service~~expenses ~~stations may violate their confidentiality obligations~~ and ~~disclose~~other ~~information about our customers~~expenses. Any compromise of our security or third-party service providers’ security could have a material adverse effect on our reputation, business, prospects, financial condition and results of operations. Although we have had no such issues to date, we cannot assure you that events concerning leak of confidential information out of our control will not occur in the future, which could cause serious harm to our brand and reputation.

14Other comprehensive income

InOther comprehensive ~~addition,~~income ~~significant~~was ~~capital~~$557,629 and ~~other~~$117,859 ~~resources~~for ~~may~~the beyears ~~required~~ended toDecember ~~protect~~31, ~~against~~2015 ~~security~~and ~~breaches~~2014, ~~or to alleviate problems caused by such breaches~~respectively. The ~~methods~~change ~~used~~of byforeign ~~hackers and others engaged in online criminal activity are increasingly sophisticated~~currency ~~and~~translation ~~constantly~~gains ~~evolving.~~was ~~Even~~primarily ifcaused ~~we are successful in adapting to and preventing new security breaches, any perception~~ by the ~~public~~ ~~that~~fluctuation ~~online~~in ~~commerce and transactions, or~~ the ~~privacy~~RMB ~~of user information, are becoming increasingly unsafe or vulnerable~~ to ~~attack~~U.S. ~~could~~dollar ~~inhibit~~exchange ~~the~~rate ~~growth of e-commerce and other online services generally, which~~ in ~~turn~~2015 ~~may~~compared ~~reduce the revenue from~~to ~~our e-commerce service offering~~2014.

~~We will depend on independent third parties for the operation and maintenance of our e-commerce business and any interruption with these parties may adversely affect our results of operation.~~10

~~Our ju51~~Liquidity ~~Online Mall is a B2B2C e-commerce platform for manufacturers, dealers, retailers~~ and ~~consumers. We will~~Capital depend on a number of independent third parties to generate revenues for the ju51 Mall. We will depend on manufacturers who will open flagship stores to showcase and sell their products, list prices for products, and process orders placed online by consumers. We will depend on technical service stations, previously named “direct sale stores,” who are retailers or decoration companies to provide product support and services to consumers. Our revenue will rely on the commission payable by manufacturers for the flagship stores and franchise fees payable by retailers or decoration companies for the technical service stations. The manufacturers will pay commission, based on a percentage of sales generated through our site and the retailers will pay a fixed amount of franchise fees. We will rely on third parties to provide a secured payment system. In addition, although we operate and maintain the website ourselves, we will depend on telecommunication service providers to provide Internet connection and other parties to host our servers. Failure of any of these independent third parties to provide quality products and services to customers or to maintain our website may negatively impact the shopping experience in our ju51 Online Mall and damage our market reputation and adversely affect our business and results of operations.Resources

~~We will~~Cash ~~incur significant costs on a variety of marketing efforts designed to increase sales of products on our ju51 Online Mall~~ and ~~some~~cash ~~marketing campaigns and methods may turn out to be ineffective.~~equivalents

~~We rely~~Cash on a variety of different marketing efforts tailored to our target customers to increase sales of products on our ju51 Online Mall. Our marketing activities, which often involve significant costs, may not be well received by customers and ~~may~~cash ~~not result~~equivalents inconsist ~~the~~primarily ~~levels~~ of ~~product~~cash ~~sales~~ on ~~our~~hand ~~ju51 Online Mall that we anticipate. Marketing approaches~~ and ~~tools~~demand indeposits ~~the~~at ~~home furnishings industry in China are evolving~~banks. ~~This~~We ~~further~~had ~~requires~~$28,781 usand to$198,744 ~~enhance~~of ~~our~~cash ~~marketing campaign~~ and ~~experiment~~cash ~~with~~equivalents ~~new~~on ~~marketing approaches~~hand toas ~~keep~~of ~~pace~~December ~~with~~31, ~~industry~~2015 ~~developments~~ and ~~customer~~2014, ~~preferences~~respectively. ~~Failure~~There towas ~~refine~~a ~~our~~decrease ~~existing~~of ~~marketing~~$169,963 ~~approaches or to introduce new effective marketing approaches~~ in aour ~~cost-effective~~cash ~~manner~~and ~~could~~cash ~~reduce~~equivalents ~~our~~from ~~market share~~December 31, ~~cause~~2014 ~~our revenues~~ to ~~decline~~December ~~and negatively~~31, ~~impact our profitability~~2015.

~~Our business~~The ~~depends~~decrease in our cash and ~~will~~cash ~~depend~~equivalents ~~substantially~~from onDecember ~~the~~31, ~~continuing~~2014 ~~efforts~~to December 31, 2015 was largely a combined effect of ~~our~~an ~~present~~increase ~~and~~in ~~future~~net ~~executive~~cash ~~officers~~used in operating activities of $2,439,876, ~~and~~decrease ~~our business~~in ~~may~~net becash ~~severely~~used ~~disrupted~~in ifinvesting weactivities ~~lose~~of $288,220, ~~are~~and ~~unable~~increase toin ~~obtain~~cash orprovided by ~~unable~~financing toactivities ~~replace~~of $2,061,354 ~~their~~on ~~services~~a period-to-period basis.

~~Our future~~We ~~prospects~~require ~~depend~~cash ~~substantially~~for ~~on the continued services of our executive officers~~working capital, ~~especially~~capital ~~Mr. Yao~~expenditures, ~~our~~repayment ~~Chairman, Chief Executive Officer and President. We do not maintain key man life insurance on any~~ of ~~our executive officers. If one or more of our executive officers are unable or unwilling to continue in their present positions~~debt, ~~we may not be able to replace them readily~~salaries, ifcommissions atand ~~all. Therefore,~~related ~~our~~benefits ~~business may be severely disrupted,~~ and weother ~~may~~operating ~~incur additional~~ expenses ~~to recruit~~ and ~~retain new officers~~income taxes. In ~~addition,~~We ifexpect ~~any~~that of our ~~executives~~working ~~joins~~capital aneeds ~~competitor~~will orincrease ~~forms~~for athe ~~competing~~foreseeable ~~company~~future, we ~~may~~as ~~lose~~we ~~some~~continue ofto ~~our~~develop ~~customers.~~and ~~Each~~grow of our ~~executive officers has entered into an employment agreement with us, which contains~~ ~~non-compete provisions~~business. ~~However,~~See if“Business ~~any~~— ~~dispute~~General.” ~~arises~~For ~~between our executive officers and us~~2016, we ~~cannot~~are ~~assure~~estimating ~~you~~a ~~that~~cash weinflow ~~would be able to enforce these non-compete provisions in China, where these executive officers reside, in light~~ of ~~uncertainties~~approximately ~~with China’s legal system~~$4.9 ~~Failure~~million toand an ~~retain~~outflow ~~the services~~ of Mrapproximately $5.1 ~~Yao~~million oras ~~any~~we ~~other~~are ~~key~~starting ~~employee~~to ~~may~~generate ~~harm~~revenue ~~our~~from ~~reputation,~~e-commerce ~~financial prospects and future growth~~platform.

15The following table summarizes our cash flows for the years ended December 31, 2015 and 2014:

Our business and growth will suffer if we are unable to hire and retain key personnel that are in high demand.

	2015			2014
Net cash used in operating activities	$	(4,925,650	)	$	(2,485,774	)
Net cash used in investing activities	$	(209,986	)	$	(498,206	)
Net cash provided by financing activities	$	4,967,846		$	2,906,492

~~Our future~~Net ~~performance~~Cash ~~depends~~Used onin ~~our~~Operating Activities. ~~ability~~Net tocash ~~attract~~used ~~and~~in ~~retain~~operating ~~highly~~activities ~~skilled~~was ~~designers~~$4, ~~technical~~925,650 ~~marketing~~for ~~and~~the ~~sales~~year ~~personnel. Qualified individuals~~ended ~~are~~December ~~in high demand in China~~31, ~~and~~2015 ~~there~~as ~~are~~compared ~~insufficient~~with ~~experienced personnel to fill the demand. The e-commerce industry~~$2,485,774 ~~is characterized by high demand and intense competition~~ for ~~talent. Considering~~the ~~our~~year ~~limited~~ended ~~operating~~December ~~history~~31, ~~our~~2014. ~~ability to~~The ~~train~~most ~~and~~significant ~~integrate~~items ~~new~~affecting ~~employees into our operations may not meet~~ the ~~growing~~comparison ~~demands~~ of our ~~business.~~operating ~~Therefore,~~cash weflow ~~may~~for ~~not~~the years beended ~~able~~December to31, ~~attract~~2015 orand ~~retain~~2014 ~~the~~are ~~personnel~~summarized ~~we need to succeed.~~below:

~~Implementation of~~● ~~new~~Increase ~~PRC~~in ~~labor~~cash ~~contract~~loss from operations - Our net loss from operations, excluding depreciation, amortization, bad debt provision and ~~labor~~net ~~laws~~gain ~~relating~~(loss) on disposal of property and equipment, increased by $4,740,616 on a period-to-period ~~social~~basis, ~~insurance~~from ~~may~~cash ~~adversely~~loss ~~affect~~of $3,363,834 for the year ended December 31, 2014 to $8,104,450 for the year ended December 31, 2015, which negatively impacted our ~~business~~cash ~~and~~flows ~~results~~from ofoperations. The increase in cash loss from operations was mainly due to the increase in the cost of revenue, selling expenses, general and administrative expenses and other expenses.

~~Pursuant to~~● aIncrease ~~new~~in ~~PRC~~other ~~labor~~payables ~~contract~~and ~~law~~accrued ~~that~~expenses ~~became~~- ~~effective~~The inchange ~~2008, employers~~ in ~~China~~other ~~are~~payables ~~subject~~and toaccrued ~~stricter~~expenses ~~requirements~~was ~~in terms of signing labor contracts~~$3, ~~paying remuneration~~195,162 ~~determining~~during the ~~term~~year ofended ~~employees’~~December ~~probation~~31, ~~and~~2015, ~~unilaterally~~compared ~~terminating labor~~with ~~contracts.~~$1,068,712 ~~The~~for ~~new labor contract law and related regulations impose greater liabilities on employers and may significantly increase~~ the ~~costs~~year toended anDecember ~~employer~~31, ~~if it decides to reduce its workforce~~2014. InThe ~~the~~reason ~~event~~for ~~we decide to significantly change or reduce our workforce,~~ the ~~new~~increase ~~labor~~was ~~contract~~mainly ~~law~~due ~~could adversely affect our ability~~ to ~~make~~the ~~such~~growth ~~changes~~of ~~in a manner that is most favorable to~~ our ~~business~~e-commerce ~~or in a timely and cost effective manner~~business.

~~Companies operating~~Net Cash Used in ~~China~~Investing Activities. ~~must~~Our ~~comply~~investing ~~with~~activities afor ~~variety~~the ofyear ~~labor~~ended ~~laws~~December 31, ~~including~~2015 ~~certain~~used ~~pension~~cash of $209,986 ~~health~~as ~~insurance~~compared with $498,206 ~~unemployment~~for ~~insurance~~the ~~and~~year ~~other~~of ~~welfare-oriented~~2014. ~~payment~~The ~~obligations. Our~~decrease ~~failure~~in tocash ~~comply~~used ~~with~~in ~~these~~investing ~~laws~~activities ~~could~~was ~~have~~largely acaused ~~material~~by ~~adverse~~the decrease of $291,277 in purchase of property ~~effect~~and onequipment ~~our~~in ~~business~~2015.

~~Our~~Net Cash Provided by Financing ~~existing~~Activities. Net ~~stockholders~~cash ~~have~~provided ~~substantial~~by ~~influence~~financing ~~over~~activities ~~our~~was ~~company~~$4,967,846 ~~and~~for ~~their~~the ~~interests~~year ~~may~~ended ~~not~~December be31, ~~aligned~~2015 as compared with $2,906,492 for the ~~interests~~year ~~of our~~ended ~~other~~December 31, 2014. The increase was mainly due to the increase in advances from related companies and stockholders.

~~Currently, our~~Capital co-founders, Mr. Yao and Ms. Zhong, who are husband and wife, jointly own an aggregate of 55.39% of our outstanding shares through Future Media International Limited, a BVI entity. Mr. Yao, as the sole director of Future Media International Limited, has substantial influence over our business, including decisions regarding mergers, consolidations and the sale of all or substantially all of our assets, election of directors and other significant corporate actions. He may take actions that are not in the best interest of us or our other stockholders. These actions may be taken even if he is opposed by our other stockholders, including those who purchase shares in future offerings. This concentration of ownership may discourage, delay or prevent a change in control of our company, which could deprive our stockholders of an opportunity to receive a premium for their shares as part of a sale of our company and may reduce the price of our shares. For more information regarding our principal stockholders and their affiliated entities, see “Corporate Structure.”Resources

We had a negative working ~~may~~capital ~~not~~of be$15,786,655 ~~able~~and to$7,982,920 ~~adequately~~as ~~protect~~of ~~our~~December ~~intellectual~~31, ~~property~~2015 and 2014, ~~which~~respectively. ~~could~~The ~~cause~~reason usfor the increase from December 31, 2014 to beDecember ~~less~~31, ~~competitive~~2015 was primarily due to increase in amounts due to related companies and ~~negatively~~stockholders, ~~impact~~other payables ~~our~~and ~~business~~accrued expenses.

~~We regard~~Under ~~our~~the ~~trademarks~~VIE Agreements, Guangdong ~~software~~Xingbang ~~registrations,~~pays ~~trade~~the ~~secrets,~~WFOE ~~domain~~a ~~names~~consulting ~~and~~service ~~other~~fee, ~~intellectual~~payable ~~property~~in asRMB ~~important~~each quarter, equivalent to ~~our~~all of its net income for ~~success. We~~such ~~rely~~quarter based on ~~trademark~~its quarterly financial statements, ~~patent~~prepared ~~and~~in ~~trade~~accordance ~~secret~~with ~~law,~~generally asaccepted ~~well~~accounting asprinciples of ~~confidentiality~~the ~~agreements~~PRC. ~~with~~The ~~certain~~WFOE ofthen ~~our~~may transfer the cash payment to the offshore holding companies (Xingbang HK, Xingbang BVI and Xingbang ~~employees~~NV) via dividend payment, toafter ~~protect~~deduction ~~our~~of ~~proprietary~~relevant ~~rights~~taxes. WeIf ~~include~~we aobtain ~~standard~~funds ~~confidentiality~~through ~~clause~~financing in ~~our~~the ~~employment~~US, ~~agreements~~Xingbang toHK ~~prevent~~may ~~our~~invest ~~employees~~in ~~from~~the ~~disclosing~~WFOE. It ~~confidential~~is ~~information~~generally toprohibited ~~outside~~for ~~parties.~~PRC Noresident ~~assurance~~enterprises, ~~can~~including beforeign ~~given~~owned ~~that~~entities, ~~our~~to ~~intellectual~~make ~~property~~inter-company ~~will~~loans. ~~not~~However, bemanagement ~~challenged,~~believes ~~invalidated,~~it ~~infringed~~is orin ~~circumvented. Any~~compliance ~~material~~with ~~impairment~~the ofcurrent ~~our~~PRC ~~intellectual property~~law ~~rights~~for ~~could~~the ~~have~~WFOE to deposit the funds into a ~~material~~PRC ~~adverse~~bank ~~effect~~account onand ~~our~~request ~~business~~the PRC bank to lend the funds to Guangdong Xingbang.

In addition, intellectual property rights in China are still developing, and there are uncertainties involved in the protection and the enforcement of such rights. We will need to pay special attention to protecting our intellectual property. Failure to do so could lead to the loss of a competitive advantage that could not be compensated by our damages award.11

16We are a holding company with no significant revenue-generating operations of our own, and thus any cash flows from operations are and will be generated by Xinyu Xingbang and Guangdong Xingbang. Although there are negative cash flows from operations, the stockholders and related companies agreed to lend more funds to the Company as needed for management to execute its business plan for at least the next twelve months. The WFOE’s ability to make loans or pay dividends are restricted under PRC law and may be restricted under the terms of future indebtedness, its governing documents or other agreements. Based upon the cash on hand, anticipated cash to be received from our operations and the expected availability of cash from Guangdong Xingbang’s stockholders and related companies, we believe that our sources of liquidity will be sufficient to enable us to meet our cash needs for at least the next 12 months. Nevertheless, our liquidity and capital position could be adversely affected by:

~~Future strategic~~● ~~alliances~~Loss orof ~~acquisitions~~revenue ~~may~~from ~~have~~the ~~a material and adverse effect on our business, reputation and results of operations.~~Ju51Mall;

~~We may~~● inGuangdong ~~the~~Xingbang’s ~~future~~delay ~~enter~~or ~~into~~discontinuance ~~strategic alliances with various third parties. Strategic alliances with third parties could subject us to a number~~ of ~~risks,~~payment ~~including risks associated with sharing proprietary information, non-performance by the counter-party, and an increase in expenses incurred in establishing new strategic alliances, any~~ of ~~which~~consulting ~~may~~fees ~~materially~~under ~~and adversely affect our business. We may have little ability to control or monitor their actions. To~~ the ~~extent~~VIE strategic third parties suffer negative publicity or harm to their reputation from events relating to their business, we may also suffer negative publicity or harm to our reputation by virtue of our association with such third parties.agreements;

~~In addition,~~● ~~although~~Any wechange have no current acquisition plans, if we are presented with appropriate opportunities, we may acquire additional assets, products, technologies or businesses that are complementary to our existing business. Future acquisitions and the subsequent integration of ~~new~~policy assets and businesses into our own would require significant attention from our management and could result in a diversion of resources from our existing business, which in turn could have an adverse effect on ~~our~~accounts business operations. Acquired assets or businesses may not generate the financial results we expect. In addition, acquisitions could result in the use of substantial amounts of cash, potentially dilutive issuances of equity securities, the occurrence of significant goodwill impairment charges, amortization expenses for other intangible assets and exposure to potential unknown liabilities of the acquired business. Moreover, the costs of identifying and consummating acquisitions may be significant. In addition to possible stockholders’ approval, we may also have to obtain approvals and licenses from the relevant government authorities in the PRC for the acquisitions and to comply with any applicable PRC laws and regulations, which could result in increased costs and delay.receivable;

~~We may~~● ~~need~~The ~~additional~~enactment ~~capital, and the sale~~ of ~~additional~~new ~~shares~~laws orand ~~other equity securities could result in dilution to our stockholders.~~regulations;

~~Although our~~● ~~current~~Our ~~cash~~inability ~~and cash equivalents and anticipated cash flow from operations are decreased significantly, it is a result from a switch of business focus. However, we believe that we will be sufficient~~ to ~~meet~~grow our ~~anticipated cash needs for the foreseeable future by advances from stockholders and related companies. We may, however, require additional cash resources due to changed~~ business ~~conditions~~as ~~or other future developments, including any investments or acquisitions~~ we ~~may~~anticipate ~~decide~~by toexpanding ~~pursue. If these resources are insufficient to satisfy~~ our ~~cash~~operation ~~requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. The sale~~ of ~~additional~~the ~~equity~~new ~~securities~~e-commerce could result in additional dilution to our stockholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations. It is uncertain whether financing will be available in amounts or on terms acceptable to us, if at all.business;

~~If we~~● ~~fail~~Any toother ~~implement~~changes ~~and maintain an effective system of internal controls (or fail to remediate the material weakness~~ in ~~our internal control over financial reporting that has been identified), we may be unable to accurately report our results of operations or prevent misstatements, and investor confidence and~~ the ~~market~~cost ~~price~~structure of our ~~shares~~underlying ~~may~~business bemodel; ~~materially~~ and ~~adversely affected.~~

~~Our independent~~● ~~registered~~Any ~~public accounting firm has not conducted an audit~~ of ~~our internal control over financial reporting. Since September 2012, we have engaged a consulting firm to assist us with preparation of financial statements and financial reporting. Although~~ the ~~consulting~~other ~~firm~~risks ~~is comprised of U.S. Certified Public Accountants who are familiar with the U.S. GAAP~~ and ~~financial~~uncertainties ~~reporting~~described ~~requirements of U.S. publicly-listed companies, we do not have a Chief Financial Officer or internal staff with sufficient U.S. GAAP knowledge and experience~~ in ~~the~~“ ~~preparation~~Risk ofFactors” ~~our~~contained ~~financial statements. This has been deemed a material weakness~~ in our ~~internal~~filings ~~control~~with ~~over~~the ~~financial reporting which may result in our inability to accurately report our financial results or prevent material misstatements~~SEC.

17Debt Obligations

~~Our business~~The ~~license~~following is ~~subject~~a tosummary of ~~governmental~~amounts ~~control~~outstanding ~~and~~under ~~renewal,~~our ~~and~~debt ~~the~~obligations ~~failure~~as toof ~~obtain~~December ~~renewal~~31, ~~would~~2015 ~~cause all our operations to be suspended~~ and ~~have~~December a31, ~~material~~2014, ~~adverse effect on our financial condition~~respectively.

We are subject to various PRC laws and regulations pertaining to the e-commerce industry. Our business license allows us to engage in e-commerce operation. However, there is no assurance that we will be able to maintain our business license. If our business license is revoked or terminated by the government, all our operations will have to be suspended, which would have a material adverse effect on our business and financial condition.

	As of December 31, 2015		As of December 31, 2014
Due to related companies	$	9,629,081	$	5,173,317
Due to stockholders		1,808,421		1,611,708
Total debt	$	11,437,502	$	6,785,025

~~Because we may not be able to obtain business insurance in the PRC, we may not be protected from risks that are customarily covered by insurance in the United States.~~12

~~Business insurance~~ITEM ~~is not readily available in the PRC~~7A. To ~~the~~QUANTITATIVE ~~extent~~AND weQUALITATIVE ~~suffer~~DISCLOSURES aABOUT ~~loss~~MARKET of a type which would normally be covered by insurance in the United States, such as general liability insurance, we would incur significant expenses in both defending any action and in paying any claims that result from a settlement or judgment. It is possible that consumers may initiate proceedings against manufacturers or distributors who advertise through our website and add us as co-defendant in such product liability actions. We have not obtained any property or liability insurance in China. Any losses incurred by us will have to be borne by us without any assistance, and we may not have sufficient capital to cover material damage to, and such loss would have a material adverse effect on, our financial condition, business and prospects.RISKS

~~We do~~As ~~not~~a ~~carry~~“smaller ~~directors’~~reporting company,” ~~and~~as ~~officers’~~defined ~~liability~~by ~~insurance~~Item to10 ~~cover~~of ~~any~~Regulation ~~expenses~~S-K, ~~and~~the ~~losses~~Company ~~due~~is tonot ~~lawsuits~~required ~~related~~ to ~~financial~~provide ~~reporting~~this ~~errors~~information. ~~Our indemnification obligations could adversely affect our business, financial condition and results of operations.~~

~~We have~~ITEM ~~not obtained director and officer liability insurance to cover lawsuit expenses and losses related to financial reporting errors~~8. ~~Our~~ ~~bylaws~~FINANCIAL ~~require~~STATEMENTS usAND toSUPPLEMENTARY indemnify our current and former directors, officers, employees and agents against most actions of a civil, criminal, administrative or investigative nature. Generally, we are required to advance indemnification expenses prior to any final adjudication of an individual’s culpability. The expense of indemnifying our current and former directors, officers and employees and agents and the related expenses as a result of any actions related to the internal investigation and financial restatement may be significant. Therefore, our indemnification obligations could result in the diversion of our financial resources and may adversely affect our business, financial condition and results of operations.DATA

~~Risks~~Balance ~~Relating~~sheets, toas ~~Our~~of December ~~Corporate~~31, ~~Structure~~2015 and 2014, and statements of comprehensive loss, stockholders’ deficit and cash flows for each of the two years ended December 31, 2015 and 2014, together with the related notes and the reports of independent registered public accounting firms, are set forth on the “F” pages of this report.

~~Our~~ITEM ~~corporate structure,~~9. inCHANGES ~~particular~~IN ~~the~~AND ~~VIE~~DISAGREEMENTS ~~Agreements,~~WITH ~~are~~ACCOUNTANTS ~~subject~~ON toACCOUNTING ~~significant~~AND ~~risks,~~FINANCIAL ~~as set forth in the following risk factors.~~ DISCLOSURE

18None.

WeITEM ~~did not obtain a legal opinion from PRC legal counsel with respect to our VIE arrangement~~9A. IfCONTROLS ~~our~~AND management’s understanding of the relevant PRC laws is incorrect and our corporate structure and the VIE Agreements are later determined by PRC government to be unenforceable, our results of operation may be materially adversely affected.PROCEDURES

~~The VIE~~Disclosure ~~Agreements,~~Controls designed to give us effective control of Guangdong Xingbang without having ownership in it, are governed by PRC laws. We did not seek PRC legal counsel’s opinion or advice when we entered into these VIE Agreements with Guangdong Xingbang. The PRC laws are complicated and fluid and there is no assurance that our understanding of the relevant PRC laws is accurate and up-to-date. If our management’s understanding of the relevant PRC laws is incorrect and our corporate structure and the VIE Agreements are later determined by PRC government to be unenforceable, our results of operation may be materially adversely affected and we may have to negotiate new business terms with the Guangdong Xingbang Stockholders.Procedures

WeAt the conclusion of the ~~depend~~fiscal ~~upon~~year ended December 31, 2015, we carried out an evaluation, under the ~~VIE~~supervision ~~Agreements~~and inwith ~~conducting~~the participation of our ~~business~~management, including our Chief Executive Officer and Interim Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the ~~PRC~~Securities Exchange Act of 1934 (the “Exchange Act”)). Based on our assessment, ~~which~~Mr. ~~may~~Yao, ~~not~~our beChief asExecutive ~~effective~~Officer and Mr. Song, our Interim Chief Financial Officer, determined that, as ~~direct~~of ~~ownership~~December 31, 2015, the evaluation of the effectiveness of our disclosure controls and procedures was completed, and because of the material weakness in our internal control over financial reporting described below, our disclosure controls and procedures were not effective.

~~The~~Notwithstanding management’s ~~VIE~~assessment ~~Agreements~~that ~~may~~our ~~not~~internal ~~be as effective in providing us with~~ control over ~~Guangdong~~financial ~~Xingbang~~reporting aswas ~~direct~~ineffective ~~ownership. The VIE~~as ~~Agreements are governed by PRC laws and provide for the resolution~~ of ~~disputes~~December ~~through~~31, ~~arbitration~~2015 ~~proceedings~~due ~~pursuant~~ to ~~PRC~~ ~~laws. Accordingly,~~ the ~~VIE~~material ~~Agreements would be interpreted in accordance with PRC laws. If Guangdong~~weaknesses ~~Xingbang~~described orbelow, ~~its~~we ~~stockholders~~believe ~~fail~~that, ~~to perform~~ the ~~obligations~~financial ~~under~~statements ~~the~~included ~~VIE Agreements, including but not limited to default~~ in ~~payment~~ ofthis ~~consulting~~Annual ~~fees~~Report ~~under the Consulting Services Agreement, we may have to rely~~ on ~~legal~~Form ~~remedies~~10-K ~~under~~present ~~PRC~~fairly ~~laws,~~our ~~including~~financial ~~seeking specific performance or injunctive relief~~condition, ~~and~~results ~~claiming~~of ~~damages,~~operations and ~~there~~cash isflows afor ~~risk~~the ~~that~~fiscal weyears ~~may~~covered bethereby ~~unable to obtain these remedies. The legal environment~~ in ~~China~~all ismaterial ~~not as developed as in other jurisdictions~~respects. ~~As a result, uncertainties in the PRC legal system could limit our ability to enforce the VIE Agreements.~~

~~The pricing~~Management ~~arrangement~~Report ~~under~~on ~~the~~Internal ~~VIE~~Control ~~Agreements~~Over Financial ~~may be challenged by the PRC tax authorities.~~Reporting

WeOur management is responsible ~~could~~for ~~face~~establishing ~~adverse~~and ~~tax~~maintaining ~~consequences~~adequate ifinternal control over financial reporting to provide reasonable assurance regarding the reliability ~~PRC~~of ~~tax~~our ~~authorities~~financial ~~determine~~reporting ~~that~~and the ~~VIE~~preparation ~~Agreements~~of ~~were~~financial ~~not~~statements ~~entered~~for ~~into~~external ~~based~~purposes onin accordance with U.S. ~~arm’s~~generally ~~length~~accepted ~~negotiations~~accounting principles. If ~~the~~Internal ~~PRC~~control ~~tax~~over ~~authorities~~financial ~~determine~~reporting includes those policies and procedures that (i) pertain to the ~~VIE~~maintenance ~~Agreements~~of ~~were~~records ~~not~~that ~~entered~~in ~~into~~reasonable detail accurately and fairly reflect the transactions and dispositions onof anthe ~~arm’s~~assets ~~length~~of ~~basis~~the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, ~~they~~and ~~may~~that ~~adjust~~receipts and expenditures of the ~~income~~Company are being made only in accordance with authorizations of management and ~~expenses~~directors of ~~our~~the ~~company~~Company; ~~for~~and ~~PRC~~(iii) ~~tax~~provide reasonable ~~purposes~~assurance ~~which~~regarding ~~could~~prevention ~~result~~or timely detection of unauthorized acquisition, use, or disposition of the Company’s inassets ~~higher~~that ~~tax~~could ~~liability~~have a material effect on the financial statements.

WeAny system of internal ~~rely~~control, onno matter how well designed, has inherent limitations, including the ~~approval~~possibility ~~certificates~~that a control can be circumvented or overridden and ~~business~~misstatements ~~license~~due ~~held~~to byerror ~~Guangdong~~or ~~Xingbang~~fraud may occur and ~~any~~not ~~deterioration~~be detected in a timely manner. Also, because of changes in conditions, internal control effectiveness may vary over time. Accordingly, even an effective system of internal control will provide only reasonable assurance with respect to financial statement preparation. In addition, the ~~relationship~~design ~~between~~of any system of controls is based in part on certain assumptions about the ~~WFOE~~likelihood of future events, and ~~Guangdong~~there ~~Xingbang~~can ~~could~~be ~~materially~~no ~~and~~assurance ~~adversely~~that ~~affect~~any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the ~~overall~~degree ~~business~~of ~~operation~~compliance with policies or procedures. Therefore, any current evaluation of ~~our~~controls ~~company~~cannot and should not be projected to future periods.

~~Pursuant to~~Management ~~the~~assessed ~~VIE Agreements,~~ our internal ~~business will~~control beover ~~undertaken~~financial onreporting ~~the~~as ~~basis~~ of ~~the approvals, certificates~~ and ~~business~~for ~~license~~the ~~as well~~year asended ~~other~~December ~~requisite~~31, ~~licenses~~2015. ~~held~~In bymaking ~~Guangdong~~this ~~Xingbang. The~~assessment, ~~e-commerce~~management used ~~industry~~the incriteria ~~China~~set isforth ~~highly regulated~~ by the ~~PRC~~Committee ~~government~~of ~~and~~Sponsoring ~~numerous~~Organizations ~~regulatory authorities~~ of the ~~central~~Treadway ~~PRC~~Commission ~~government~~(the ~~are~~“2013 ~~empowered~~COSO ~~to issue and implement regulations~~Framework”) ~~governing~~in ~~various aspects of~~ the ~~internet~~report ~~industry.~~entitled ~~See~~ “~~PRC~~Internal ~~Regulation~~Control-Integrated Framework.” ~~There~~The is2013 noCOSO ~~assurance~~Framework ~~that~~summarizes ~~Guangdong~~each ~~Xingbang~~of the components ~~will~~of bea ~~able~~company’s tointernal ~~renew~~control ~~its~~system, ~~licenses~~including or(i) ~~certificates~~the ~~when~~control ~~their~~environment, ~~terms~~(ii) ~~expire~~risk ~~with~~assessment, ~~substantially~~(iii) ~~similar~~control ~~terms~~activities, (iv) asinformation ~~the~~and ~~ones~~communication, ~~they~~and ~~currently hold~~(v) monitoring.

Further, our relationship with Guangdong Xingbang is governed by the VIE Agreements, which are intended to provide us, through our indirect ownership of the WFOE, with effective control over the business operations of Guangdong Xingbang. However, the VIE Agreements may not be effective in providing control over the applications for and maintenance of the licenses required for our business operations. Guangdong Xingbang could violate the VIE Agreements, go bankrupt, suffer from difficulties in its business or otherwise become unable to perform its obligations under the VIE Agreements and, as a result, our operations, reputation, business and stock price could be severely harmed.13

IfA material weakness is ~~the~~a ~~WFOE~~control ~~exercises~~deficiency, ~~the~~or ~~purchase~~combination ~~option~~of ~~over~~control ~~Guangdong~~deficiencies, ~~Xingbang’s~~that ~~equity~~results ~~pursuant~~in tomore ~~the~~than ~~VIE~~a ~~Agreements,~~remote ~~the~~likelihood ~~payment~~that a material misstatement of the ~~purchase~~ ~~price~~annual ~~could~~or ~~materially~~interim ~~and~~financial ~~adversely~~statements ~~affect~~will not be prevented or detected. Based on this assessment using the 2013 COSO Framework criteria, our management concluded that our internal control over financial ~~position~~reporting were not effective, as of ~~our~~December ~~company~~31, 2015 due to the material weaknesses described below.

~~Under the~~During ~~VIE~~its ~~Agreements,~~evaluation of the ~~WFOE~~effectiveness ~~holds~~of aninternal ~~option~~control toover ~~purchase~~financial ~~all~~reporting oras ~~a portion~~ of ~~the~~December ~~equity~~31, of2015, ~~Guangdong~~management, ~~Xingbang~~including atour aChief ~~price based~~Executive onOfficer ~~the~~and ~~capital~~Interim ~~paid~~Chief inFinancial byOfficer, assessed the ~~Guangdong~~effectiveness ~~Xingbang~~of ~~stockholders. In~~the ~~case~~Company’s ~~applicable~~internal ~~PRC~~control ~~laws~~over ~~and~~financial reporting ~~regulations~~as ~~require an appraisal~~ of ~~the~~December ~~equity~~31, ~~interest~~2015 orand ~~provide~~has ~~other~~determined ~~restrictions~~that onour ~~the~~internal ~~purchase~~control ~~price,~~over ~~the~~financial ~~purchase~~reporting ~~price~~was ~~shall~~not beeffective ~~the~~as ~~lowest price permitted~~December ~~under~~31, ~~the~~2015 ~~applicable~~due ~~PRC~~to ~~laws~~certain ~~and~~material ~~regulations.~~weaknesses Asincluding ~~Guangdong~~(i) ~~Xingbang~~lack isof ~~already~~sufficient aaccounting ~~contractually~~personnel ~~controlled~~with ~~affiliate~~appropriate ~~to our company,~~understanding ~~and~~of ~~already~~U.S. ~~remits~~GAAP ~~all~~and ofSEC ~~its~~reporting ~~net~~requirements; ~~profits~~and to(ii) uslack inof ~~the~~standard ~~form~~charter of ~~consulting~~accounts ~~service~~and ~~fees,~~written ~~the~~accounting ~~WFOE’s~~manual ~~purchase~~and ~~of Guangdong~~closing ~~Xingbang’s~~procedures ~~equity~~to ~~would~~facilitate ~~result~~preparation inof afinancial ~~substantial~~statements ~~cash~~under ~~payment~~U.S. ~~from~~GAAP usfor tofinancial ~~the~~reporting ~~Guangdong~~processes. ~~Xingbang~~As ~~Stockholders~~a ~~without~~result ~~any~~of ~~corresponding~~such ~~increase~~material inweaknesses, our ~~cash~~disclosure ~~flow~~controls orand ~~increase~~procedures inwere ~~our~~not ~~book value~~effective. ~~Accordingly, payment of the purchase price could adversely affect the financial position of our company.~~

19Because the Company is a smaller reporting company, this annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm.

~~The stockholders~~Changes ofin ~~Guangdong~~Internal ~~Xingbang~~Control ~~have~~over ~~potential conflicts of interest with us, which may adversely affect our business.~~Financial Reporting

~~Guangdong Xingbang~~There ishave ~~jointly~~been ~~owned~~no ~~by Mr. Yao and Ms. Zhong, who are husband and wife. Mr. Yao and Ms. Zhong also jointly own 55.39% of~~changes ~~our common stock. Mr. Yao and Ms. Zhong may not act completely~~ in ~~the best interests of us or~~ our ~~stockholders~~internal ~~(as~~control ~~opposed~~over ~~to their~~financial ~~personal~~reporting ~~interest)~~during ~~and there may be conflicts of interest which may not be resolved in our favor. For example, Mr. Yao and Ms. Zhong may cause Guangdong Xingbang to delay~~ the ~~payment~~fourth ofquarter ~~consulting services fees to our company via the WFOE or they may cause Guangdong Xingbang to unlawfully terminate the VIE Agreements. There may be conflicts~~ of ~~interest~~fiscal ~~between~~year ~~their~~2015 ~~duties to us and their interests as the stockholders of Guangdong Xingbang. We cannot assure you~~ that ~~they~~have ~~will~~materially ~~act entirely in our interests when conflicts of interest arise or that conflicts of interest will be resolved in our favor. In addition~~affected, ~~Mr. Yao and Ms. Zhong could violate their non-competition~~ or ~~employment agreements with us or their legal duties by diverting business opportunities~~ ~~from us, resulting in our loss of corporate opportunities. If we~~ are ~~unable~~reasonably likely to ~~resolve any such conflicts, or if we suffer significant delays or other obstacles as a result of such conflicts, our business and operations could be severely disrupted, which could~~ materially ~~and adversely~~ affect, ~~our~~the ~~results~~Company’s ofinternal ~~operations~~control ~~and~~over ~~damage~~financial ~~our reputation~~reporting.

~~PRC regulation~~ITEM of9B. ~~direct~~OTHER ~~investment and loans by offshore holding companies to PRC entities may delay or limit us from making additional capital contributions or loans to our PRC subsidiaries.~~INFORMATION

~~Any capital contributions or loans that we, as an offshore entity, make to Guangdong Xingbang, are subject to PRC regulations~~None. For example, none of our loans to Guangdong Xingbang may exceed the difference between its total amount of investment and its registered capital approved under relevant PRC laws, and the loans must be registered with the local branch of SAFE. Our capital contributions to Guangdong Xingbang must be approved by the Ministry of Commerce or its local counterpart. We cannot assure you that we will be able to complete the necessary registration or obtain the necessary approval on a timely basis, or at all. If we fail to complete the necessary registration or obtain the necessary approval, our ability to make loans or equity contributions to Guangdong Xingbang may be negatively affected, which could adversely affect Guangdong Xingbang’s liquidity and its ability to fund its working capital and expansion projects and meet its obligations and commitments.

~~Risks Associated~~PART ~~With Doing Business in China~~III

~~The Chinese~~ITEM ~~government~~10. ~~exerts~~DIRECTORS, ~~substantial~~EXECUTIVE ~~influence~~OFFICERS ~~over~~AND ~~the~~CORPORATE ~~manner in which we must conduct our business activities.~~GOVERNANCE

~~We are~~The ~~dependent~~following ontable ~~our~~sets forth ~~relationship with~~ the ~~local~~name, ~~government~~age, ~~in the provinces in which we operate our business. The Chinese government has exercised~~ and ~~continues~~position ~~to exercise substantial control over virtually every sector~~ of ~~the~~our ~~Chinese~~executive ~~economy through~~officers ~~regulation~~ and ~~state ownership~~directors. ~~Our~~Executive ~~ability~~officers toare ~~operate~~elected inannually ~~China may be harmed~~ by ~~changes in its laws and regulations,~~ ~~including~~our ~~those~~Board. Each ~~relating~~executive toofficer ~~taxation,~~holds ~~environmental~~his ~~regulations,~~office ~~land~~until ~~use~~he ~~rights~~resigns, ~~property~~is ~~and~~removed ~~other~~by ~~matters. The central or local governments in~~ the ~~PRC jurisdictions may impose new~~Board, ~~stricter regulations~~ or ~~interpretations~~his ofsuccessor ~~existing~~is ~~regulations~~elected ~~that would require additional expenditures~~ and ~~efforts on our part to ensure our compliance with such regulations or interpretations~~qualified. ~~Accordingly, government~~ ~~actions~~Each indirector ~~the~~holds ~~future,~~his ~~including~~office ~~any~~until ~~decision~~his ~~not~~successor tois ~~continue~~elected ~~to support recent economic reforms~~ and toqualified ~~return to a more centrally planned economy~~ or ~~regional~~his orearlier ~~local~~resignation ~~variations in the implementation of economic policies, could have a significant effect on economic conditions in China~~ or ~~particular regions thereof, and could require us to divest ourselves of any interest we then hold in Chinese properties~~removal.

Future inflation in China may inhibit our ability to conduct business in China. In recent years, the Chinese economy has experienced periods of rapid expansion and high rates of inflation. Rapid economic growth can lead to growth in the money supply and rising inflation. If prices for our products rise at a rate that is insufficient to compensate for the rise in the costs of supplies, it may have an adverse effect on profitability. These factors have led to the adoption by Chinese government, from time to time, of various corrective measures designed to restrict the availability of credit or regulate growth and contain inflation. High inflation may in the future cause Chinese government to impose controls on credit and/or prices, or to take other action, which could inhibit economic activity in China, and thereby harm the market for our products.

Name	Age	Position
Xiaohong Yao	49	Chairman of the Board, President, Chief Executive Officer
Haigang Song	49	Director, Interim Chief Financial Officer, Treasurer and Secretary
Xiaole Zhan	33	Director, Marketing Manager
Joseph Levinson (1) (2)	39	Director (Chairman of the Audit Committee)
Gangxian Su (1) (2) (3)	50	Director (Chairman of the Compensation Committee)
Xingzheng Tan (2) (3)	60	Director (Chairman of the Nominating and Corporate Governance Committee)
Fei Wu (1) (3)	50	Director

20(1) Member of the Audit Committee

~~Our operations~~(2) ~~and~~Member ~~assets~~of inthe ~~China~~Compensation ~~are subject to significant political and economic uncertainties.~~Committee

~~Changes in~~(3) ~~PRC~~Member ~~laws and regulations, or their interpretation, or the imposition~~ of ~~confiscatory taxation, restrictions on currency conversion, imports and sources of supply, devaluations of currency or~~ the ~~nationalization~~Nominating ~~or other expropriation of private enterprises could have a material adverse effect on our business, results of operations~~ and ~~financial~~Corporate ~~condition. Under~~Governance its current leadership, the Chinese government has been pursuing economic reform policies that encourage private economic activities and greater economic decentralization. There is no assurance, however, that the Chinese government will continue to pursue these policies, or that it will not significantly alter these policies from time to time without notice.Committee

WeXiaohong Yao. Mr. ~~derive~~Yao ~~all~~has been our Chairman of the Board, President and Chief Executive Officer since our ~~revenues~~inception. Mr. Yao is the founder of Guangdong Xingbang and has been the Chief Executive Officer and President of Guangdong Xingbang since its inception in 2002. Mr. Yao has been engaged in the media industry for about two decades, and is proficient in digital media management and market operations. Mr. Yao is currently the standing director of the China General Chamber of Commerce, the vice-chairman of the China Foundation of Consumer Protection and athe ~~slowdown~~vice-chairman orof ~~other~~the ~~adverse~~Guangdong ~~developments~~SME Financial & Listing Promotion Association. Mr. Yao is also Commissioner in the ~~PRC~~China ~~economy~~Planning ~~may~~Assessment ~~materially~~Activity and ~~adversely~~the National After-Sale Assessment Activity, the National Retailer and ~~affect~~Supplier ~~our~~Fair ~~customers~~Transaction Assessment Activity, ~~demand~~which ~~for~~are ~~our~~affiliated ~~products~~with the China General Chamber of Commerce. Mr. Yao graduated from Sun Yat-sen University with an MBA degree and received a DBA degree from Preston University. Mr. Yao’s extensive experience in the advertising and consulting industry, his acute vision and outstanding leadership capability, as well as his commitment to the Company make him well-qualified in the Board’s opinion to serve as our ~~business~~Chairman of the Board.

All of our revenues are generated in China. We anticipate that sales of our products in China will continue to represent all of our total sales in the near future. Although the PRC economy has grown significantly in recent years, we cannot assure you that such growth will continue. The industry in which we are involved in the PRC is relatively new and growing, but we do not know how sensitive we are to a slowdown in economic growth or other adverse changes in the PRC economy which may affect demand for our products. In addition, the Chinese government also exercises significant control over Chinese economic growth through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. Efforts by the Chinese government to slow the pace of growth of the Chinese economy could result in reduced demand for our products. A slowdown in overall economic growth, an economic downturn or recession or other adverse economic developments in the PRC may materially reduce the demand for our products and materially and adversely affect our business.14

~~Currency~~Haigang Song. Mr. ~~fluctuations~~Song ~~and~~has ~~restrictions~~been ona ~~currency~~director ~~exchange~~and ~~may~~the ~~adversely~~Interim ~~affect~~Chief ~~our~~Financial ~~business,~~Officer ~~including~~since ~~limiting~~ our ~~ability~~inception. He tojoined ~~convert~~Guangdong Xingbang as ~~Chinese~~a ~~Renminbi~~deputy ~~into~~finance ~~foreign~~controller ~~currencies~~in ~~and,~~July if2006. ~~Chinese~~From ~~Renminbi~~February ~~were~~2005 to ~~decline~~June 2006, Mr. Song worked in ~~value~~Guangdong Apples Industrial Co., Ltd ~~reducing~~as ~~our~~financial ~~revenue~~manager. Mr. Song graduated from Jiangxi University of Finance & Economics. Mr. Song is a Certified Senior Business Trainer in UChina.S Mr. ~~dollar~~Song has approximately twenty years of experiences in accounting and financial management. ~~terms~~We believe his long-term relationship with Guangdong Xingbang and insight into our business qualifies him as one of our directors.

~~Our reporting~~Xiaole ~~currency is the U~~Zhan.S Mr. ~~dollar~~Zhan ~~and~~has ~~our~~been ~~operations~~a indirector ~~China~~since ~~use their local currency as their functional currencies. Substantially all of~~ our ~~revenue~~inception and ~~expenses~~is ~~are in Chinese Renminbi. We are subject to~~ the ~~effects~~General Manager of ~~exchange~~Brand ~~rate~~Management ~~fluctuations with~~Center. ~~respect to any of these currencies~~Mr. ~~For~~ ~~example,~~Zhan ~~the~~joined ~~value of the Renminbi depends to a large extent on Chinese~~Guangdong ~~government~~Xingbang ~~policies~~in ~~and~~June ~~China’s~~2002 ~~domestic~~ and ~~international~~has ~~economic~~since ~~and~~been ~~political~~successively ~~developments,~~appointed as ~~well~~general asmanager ~~supply~~of ~~and~~the ~~demand in~~Newspaper ~~the~~Management ~~local~~Center, ~~market.~~editor ~~Since~~in chief ~~1994,~~of the ~~official~~Newspaper ~~exchange~~Management ~~rate~~Center, ~~for~~executive ~~the~~manager ~~conversion~~ of ~~Renminbi to~~ the ~~U.S.~~Project ~~dollar~~Client ~~had~~Department ~~generally been stable~~ and ~~the~~general ~~Renminbi~~manager ~~had~~of ~~appreciated slightly against~~ the UBrand Management Center.S. ~~dollar~~Mr. ~~However,~~ onZhan ~~July~~obtained ~~21,~~his ~~2005,~~bachelor ~~the~~degree ~~Chinese~~from ~~government changed~~Hunan ~~its~~University ~~policy~~ of ~~pegging~~Technology ~~the~~in ~~value~~2002, ofmajoring ~~Chinese~~in ~~Renminbi~~advertising ~~to the U~~communication.S Mr. ~~dollar. Under~~Zhan ~~the~~is ~~new~~a ~~policy,~~Certified ~~Chinese~~Senior ~~Renminbi may~~Business ~~fluctuate~~Planner ~~within~~in aChina. ~~narrow~~Mr. ~~and~~Zhan ~~managed~~has ~~band~~accumulated ~~against~~substantial ainstitutional ~~basket~~knowledge of ~~certain~~our ~~foreign~~business and ~~currencies~~operations. ItMr. isZhan’s ~~possible~~in-depth ~~that~~knowledge ~~the~~and ~~Chinese government~~extensive ~~could~~experience ~~adopt a more flexible currency policy, which could result~~ in ~~more~~the ~~significant~~media ~~fluctuation~~industry ofand ~~Chinese~~home-furnishing ~~Renminbi~~industry ~~against~~make ~~the~~him ~~U.S.~~well ~~dollar. We~~positioned ~~can't~~for ~~offer assurance~~his ~~that~~role ~~Chinese~~as ~~Renminbi~~one ~~will~~of beour ~~stable against the U~~directors.~~S. dollar or any other foreign currency.~~

21Joseph Levinson. Mr. Levinson was appointed as an independent director and Chairman of our Audit Committee in June 2011. Mr. Levinson speaks, reads and writes Chinese fluently and has vast experience working with Chinese companies. Mr. Levinson was a director for China Growth Corp, a water purification system manufacturer, from March 2011 to March 2014 and formerly a director for China AgriCorp, Inc., a soybean producer in China, from April 2011 to September 2011. Mr. Levinson was a director for Energroup Holdings Corp., a pork producer, from April 2010 to January 2011, a director for China 3C Group, an electronics company in China, from May 2007 to January 2009 and a director for Sino Clean Energy, Inc., a clean coal manufacturer, from April 2011 to May 2011. Mr. Levinson was previously a Manager in the banking practice of the New York office of Deloitte and Touche and was involved in numerous transactions involving complex financial structures. Mr. Levinson also previously worked at KPMG in New York and Hong Kong. In the 1990s, Mr. Levinson served as an executive of Hong Kong Stock Exchange-listed China Strategic Holdings, where his major responsibilities included its subsidiary, China Tire, one of the first Mainland Chinese companies to list on the NYSE. He is also the editor of “Wall Street Guanxi: How Chinese Companies Can Maximize Their Value in the U.S. Capital Markets”, a trade paperback published in Chinese by Beijing University Press in 2007. Mr. Levinson graduated summa cum laude from the University at Buffalo in 1994 with a double major in accounting and finance. Mr. Levinson’s track record as a U.S. Certified Public Accountant for more than 15 years, and his long experience in China were factors viewed favorably by the Board in selecting Mr. Levinson for a directorship and Chairman of our Audit Committee. Specifically, Mr. Levinson’s experience as a manager at the “Big 4” firms of Deloitte and Touche, his work as a U.S. Certified Public Accountant, and his academic achievements were factors in leading to this recommendation. Mr. Levinson is fluent in Mandarin and will be an asset in communicating with management and providing clarity on financial issues.

~~Our~~Gangxian Su. Mr. ~~financial~~Su ~~statements~~was ~~are~~appointed ~~translated~~as ~~into~~an ~~U.S.~~independent ~~dollars~~director atand ~~the~~Chairman ~~average~~of ~~exchange~~our ~~rates~~Compensation Committee in ~~each~~June ~~applicable period~~2011. To ~~the extent the U~~Mr.S. ~~dollar~~Su, ~~strengthens~~as ~~against~~its ~~foreign currencies~~founder, has been the ~~translation~~president of ~~these foreign currencies denominated transactions results in reduced revenue~~StanChina, ~~operating~~which ~~expenses~~principal ~~and~~business ~~net~~includes ~~income~~communication ~~for~~of ~~our~~ international ~~operations. Similarly~~culture, toresearch ~~the~~on ~~extent~~media ~~the U.S.~~and ~~dollar~~public ~~weakens against foreign currencies~~policy, ~~the~~art ~~translation~~communication ofactivity ~~these~~and ~~foreign currency denominated transactions results in increased revenue~~training, ~~operating~~since ~~expenses~~1999. ~~and net income for our international operations~~Mr. We ~~are~~Su ~~also~~was ~~exposed~~engaged toin ~~foreign~~media ~~exchange~~research ~~rate fluctuations~~at ~~as we convert~~ the ~~financial~~Chinese ~~statements~~ Academy of ~~our~~Social ~~foreign~~Sciences ~~consolidated~~during ~~subsidiaries~~which ~~into U~~Mr.S. ~~dollars~~Su inwas ~~consolidation. If there is a change~~ in ~~foreign~~charge ~~currency exchange rates, the conversion~~ of the ~~foreign~~task ~~consolidated~~group ~~subsidiaries’~~for ~~financial statements~~the ~~into~~Olympics ~~U.S.~~bidding ~~dollars~~campaign ~~will~~and ~~lead~~promotion toand awas one ~~translation~~of ~~gain~~initiators orfor ~~loss~~the ~~which~~slogan is“New ~~recorded~~Beijing, asNew aOlympic ~~component~~Sports”. ~~of other comprehensive income~~Mr. ~~Changes in~~ ~~the~~Su ~~functional~~graduated ~~currency~~from ~~value~~Communication University of ~~these~~China ~~assets~~with ~~and liabilities create fluctuations that will lead to~~ a ~~transaction~~master’s ~~gain~~degree. ~~or loss~~Mr. ~~We have~~ ~~not~~Su ~~entered~~brings ~~into~~a ~~agreements~~wealth orof ~~purchased~~knowledge ~~instruments~~ to ~~hedge~~ our ~~exchange~~Board ~~rate~~and ~~risks,~~has ~~although~~proven weto ~~may~~possess dokeen ~~so in the future. The~~insight ~~availability~~into ~~and effectiveness of any hedging transaction may be limited and we may not be able to hedge~~ our ~~exchange rate risks~~business.

~~The~~Xingzheng Tan. Mr. ~~State~~Tan ~~Administration~~was appointed as an independent director and Chairman of ~~Foreign~~our ~~Exchange~~Nominating (and Corporate Governance Committee in June 2011. Mr. Tan currently serves as vice-chairman of China Association for Small & Medium Commercial Enterprises, a member of China National Wholesale & Retail Market Standardization Committee, the standing vice director of the China General Chamber of Commerce and the executive vice general-secretary of the China General Painting & Calligraphy Institute. Mr. Tan was the founder and has been board chairman of Wuzhou Creative Marketing Planning Co., Ltd, a marketing consulting company, since 1994. Since 1989, Mr. Tan has been engaged in marketing planning for national exhibitions and business events for more than150 clients including well-known Chinese businesses and organizations. Mr. Tan was elected one of the “~~SAFE~~China Top Ten Planners”) ~~restrictions~~in onJune ~~currency~~2000 ~~exchange~~and ~~may~~one of ~~limit~~the ~~our~~“China ~~ability~~Top toTen ~~receive~~Planning People” in June 2002. Mr. Tan graduated from The Open University of China with an associate ~~and~~college ~~use~~degree. ~~our~~We ~~sales~~believe ~~revenue~~Mr. ~~effectively~~Tan’s life-long background in management education, as well as his business aptitude and tostrong analytical ~~pay~~skills, ~~dividends~~qualify him for his position as one of our directors.

~~All of~~Fei ~~our~~Wu. ~~sales,~~Mr. Wu ~~revenues~~was ~~and~~appointed ~~expenses~~as ~~are~~an ~~denominated~~independent director in ~~the~~June ~~Chinese~~2011. ~~currency, Renminbi~~Mr. ~~Under~~ ~~PRC~~Wu ~~law,~~has been the ~~Renminbi is~~Chairman ~~currently~~of ~~convertible~~World ~~under~~Tourism ~~the~~Pictorial ~~“current~~since ~~account,”~~October 2011. ~~which~~From ~~includes~~May ~~dividends~~2010 ~~and~~until ~~trade~~present, ~~and~~Mr. ~~service-related~~Wu ~~foreign exchange~~has ~~transactions,~~been ~~but~~senior ~~not~~researcher ~~under~~in ~~the~~Brand ~~“capital~~Culture ~~account,”~~Research ~~which~~Development ~~includes~~Centre ~~foreign~~affiliated ~~direct~~with the ~~investment~~China ~~and~~Culture ~~loans~~Administration Society. ~~Currently, our~~ ~~PRC~~Mr. ~~operating~~Wu ~~subsidiary,~~was wethe ~~may~~Chairman ~~purchase~~of ~~foreign~~Travel ~~currencies~~Integration ~~for~~World ~~settlement~~Group ofLimited ~~current~~from ~~account~~May ~~transactions,~~2010 ~~including~~to ~~payments~~October of2011. From ~~dividends~~July 2005 to usMay 2010, ~~without~~Mr. ~~the~~Wu ~~approval~~was ofan ~~SAFE,~~executive byeditor ~~complying~~in ~~with~~chief ~~certain~~at ~~procedural~~Global ~~requirements. However~~Travel, a newspaper in the ~~relevant~~travel ~~PRC~~industry. ~~government~~Mr. ~~authorities~~Wu ~~may~~graduated ~~limit~~from orFudan ~~eliminate~~University ~~our~~with ~~ability~~a tobachelor’s ~~purchase~~degree. ~~foreign~~Mr. ~~currencies~~Wu inis ~~the~~a ~~future. Since~~senior aconsultant of Greater China ~~significant~~Region ~~amount~~in ofWorld ~~our~~Carnival. Mr. ~~future~~Wu ~~revenue~~has ~~will~~more bethan ~~denominated~~17 inyears ~~Renminbi,~~of ~~any~~experience ~~existing~~in ~~and~~the ~~future~~media ~~restrictions~~industry. onMr. ~~currency~~Wu’s ~~exchange~~in-depth knowledge ~~may~~and ~~limit~~years ~~our~~of ~~ability~~experience toin ~~utilize~~the ~~revenue~~operation ~~generated~~and inmanagement ~~Renminbi~~of tomedia ~~fund~~companies ~~our~~make ~~business~~him ~~activities~~an ~~outside~~invaluable ~~China~~asset ~~that~~to ~~are~~our ~~denominated in~~board ~~foreign~~and ~~currencies~~our business.

~~SAFE restrictions~~Family may delay the payment of dividends, since we have to comply with certain procedural requirements and we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from the profits of WFOE.Relationship

~~Foreign exchange~~There ~~transactions~~are byno ~~PRC operating subsidiaries continue to be subject to significant foreign exchange controls and require~~family ~~the~~relationships, ~~approval of~~ or ~~need~~other toarrangements ~~register with PRC government authorities, including SAFE. In particular, if we,~~ or ~~our~~understandings ~~PRC operating~~between ~~subsidiary, borrow foreign currency through loans from us~~ or ~~other~~among ~~foreign~~any ~~lenders, these loans must be registered with SAFE, and if we finance our operations by means~~ of ~~additional~~the ~~capital contributions~~directors, ~~these~~executive ~~capital~~officers ~~contributions~~or ~~must~~other ~~be approved~~person bypursuant ~~certain~~to ~~government~~which ~~authorities,~~such ~~including~~person ~~the~~was ~~Ministry~~selected ~~of Commerce, or their respective local counterparts. These limitations could affect our ability~~ to ~~obtain~~serve ~~foreign~~as ~~exchange~~a ~~through~~director ~~debt~~ or ~~equity financing~~officer.

The PRC government also may at its discretion restrict access in the future to foreign currencies for current account transactions. If the foreign exchange control system prevents us from obtaining foreign currency, we may be unable to pay dividends or meet obligations that may be incurred in the future that require payment in foreign currency.15

~~Because our~~Involvement principal assets are located outside of the United States and a majority of our directors and our officers will reside outside of the United States, it may be difficult for you to enforce your rights based on the United States federal securities laws against us and our officers and directors in ~~the~~Certain ~~United~~Legal States or to enforce judgments of United States courts against us or them in the PRC. In addition, it may be difficult for you to enforce judgments of United States courts against Guangdong Xingbang or our PRC resident directors and officers in the United States.Proceedings

~~All~~No ofdirector, ~~our~~person ~~board~~nominated ofto ~~directors~~become ~~and~~a ~~officers~~director, ~~are~~executive ~~outside~~officer, promoter or control person of the ~~United~~Company ~~States. In addition~~has, ~~our~~during ~~operating~~the ~~subsidiary~~last ten isyears: ~~located~~ (i) been convicted in ~~the~~or ~~PRC~~is currently subject to a pending criminal proceeding (excluding traffic violations and ~~all~~other minor offenses); (ii) been a party to a civil proceeding of ~~its~~a ~~assets~~judicial ~~are~~or ~~located~~administrative ~~outside~~body of ~~the~~competent ~~United~~jurisdiction ~~States. China~~and ~~does~~as a ~~not~~result ~~have~~of such proceeding was or is subject to a ~~treaty~~judgment, ~~with~~decree ~~the~~or ~~United~~final ~~States~~order enjoining future violations of, or prohibiting ~~providing~~or ~~for~~mandating ~~the~~activities ~~reciprocal~~subject ~~recognition~~to ~~and~~any ~~enforcement~~Federal ofor ~~judgments~~state ofsecurities ~~courts. It~~or ~~may~~banking ~~therefore~~or becommodities ~~difficult~~laws ~~for~~including, ~~investors~~without limitation, in ~~the~~any ~~United~~way ~~States~~limiting involvement in any business activity, or finding any violation with respect to ~~enforce~~such ~~their~~law; ~~legal~~(iii) ~~rights~~has ~~based~~any onbankruptcy petition been filed by or against the ~~civil~~business ~~liability~~of ~~provisions~~which such person was an executive officer or a general partner, whether at the time of the ~~United~~bankruptcy ~~States~~or ~~federal~~for ~~securities laws~~the ~~against~~two usyears inprior thereto; (iv) been the ~~courts~~subject of, ~~either~~or ~~the~~a ~~United~~party ~~States~~to, any Federal or ~~the~~State ~~PRC~~judicial or ~~and~~administrative order, ~~even~~judgment, ifdecree, ~~civil~~or ~~judgments~~finding, ~~are~~not ~~obtained~~subsequently inreversed, ~~courts~~suspended or vacated, relating to an alleged violation of: (a) ~~the~~Any Federal or State securities or commodities law or regulation; or (b) any law or regulation respecting ~~United~~financial ~~States~~institutions or insurance companies including, but not limited to, ~~enforce~~a ~~such~~temporary ~~judgments~~or inpermanent ~~the~~injunction, ~~PRC~~order ~~courts. Further~~of disgorgement or restitution, itcivil ismoney ~~unclear~~penalty ifor ~~extradition~~temporary ~~treaties~~or ~~now~~permanent incease-and-desist ~~effect~~order, or removal or prohibition order; ~~between~~or ~~the~~(c) ~~United~~Any ~~States~~law ~~and~~or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; nor (v) been the ~~PRC~~subject of, ~~would~~or ~~permit~~a ~~effective~~party ~~enforcement~~to, ~~against~~any ussanction or ~~our~~order, ~~officers~~not ~~and~~subsequently ~~directors~~reversed, suspended or vacated, of ~~criminal~~any self-regulatory organization ~~penalties,~~(as ~~under~~defined ~~the~~in ~~United~~Section ~~States~~3(a)(26) ~~federal~~of ~~securities~~the ~~laws~~Exchange orAct ~~otherwise~~(15 U. InS.C. ~~addition~~78c(a)(26))), anany ~~investor~~registered ~~may~~entity ~~have~~(as ~~difficulty~~defined ~~enforcing~~ in Section 1(a)(29) of ~~judgment~~the ~~rendered~~Commodity byExchange Act (7 U.S.C. 1(a)(29))), ~~United~~or ~~States~~any ~~court~~equivalent ~~against~~exchange, ~~foreign~~association, ~~residents~~entity ~~such~~or asorganization ~~Guangdong~~that ~~Xingbang~~has ~~and~~disciplinary authority ~~our~~over ~~officers~~its ~~and~~members ~~directors who~~or dopersons ~~not~~associated ~~have~~with ~~assets~~a inmember ~~the~~(covering ~~United~~stock, ~~States~~commodities or derivatives exchanges, or other SROs).

22Board Committees

WeOn June 15, 2011, the Board ~~may~~created ~~have~~the ~~limited~~Audit ~~legal~~Committee, ~~recourse~~the ~~under~~Compensation ~~PRC~~Committee ~~laws~~and ifthe ~~disputes~~Nominating ~~arise~~and ~~under~~Corporate ~~our~~Governance ~~contracts~~Committee ~~with~~and ~~third~~has ~~parties~~adopted charters for these committees. The Board has determined that in its judgment, Mr. Joseph Levinson, Mr. Gangxian Su, Mr. Xingzheng Tan and Mr. Fei Wu are independent directors within the meaning of the NASDAQ Listing Rules and the NYSE MKT Company Guide.

~~The Chinese~~Audit government has enacted laws and regulations dealing with matters such as corporate organization and governance, foreign investment, commerce, taxation and trade. However, their experience in implementing, interpreting and enforcing these laws and regulations is limited, and our ability to enforce commercial claims or to resolve commercial disputes is unpredictable. If adverse circumstances arise from our business transactions, we face the risk that the parties may seek ways to terminate the transactions, or may hinder or prevent us from receiving the benefits or enforcing our rights in these transactions. The resolution of these matters may be subject to the exercise of considerable discretion by agencies of the Chinese government, and forces unrelated to the legal merits of a particular matter or dispute may influence their determination. Any rights we may have to specific performance, or to seek an injunction under PRC laws, in either of these cases, are severely limited, and without a means of recourse by virtue of the Chinese legal system, we may be unable to prevent these situations from occurring. The occurrence of any such events could have a material adverse effect on our business, financial condition and results of operations. Although legislation in China over the past 30 years has significantly improved the protection afforded to various forms of foreign investment and contractual arrangements in China, these laws, regulations and legal requirements are relatively new and their interpretation and enforcement involve uncertainties, which could limit the legal protection available to us, and foreign investors, including you. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital and could have a material adverse impact on our operations.Committee

WeThe Board adopted and approved ~~must~~a ~~comply~~charter ~~with~~for the ~~Foreign~~Audit ~~Corrupt~~Committee ~~Practices~~on ~~Act~~June 15, 2011. Currently, three directors comprise the Audit Committee: Mr. Levinson, Mr. Su and Mr. Wu. Mr. Levinson serves as the chairman of the Audit Committee. The members of the Audit Committee are currently “independent directors” as that term is defined in NASDAQ Listing Rules and NYSE MKT Company Guide. Mr. Levinson qualifies as an “audit committee financial expert” as that term is defined in applicable regulations of the SEC. Our Audit Committee is responsible for recommending our independent auditors and overseeing our audit activities and certain financial matters to protect against improper and unsound practices and to furnish adequate protection to all assets and records. Our Audit Committee pre-approves all audit and non-audit services provided by our independent auditors. These services may include audit services, audit-related services, tax services and other services.

~~We are~~Compensation required to comply with the United States Foreign Corrupt Practices Act, which prohibits U.S. companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. Foreign companies, including some of our competitors, are not subject to these prohibitions. Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices occur from time to time in mainland China. If our competitors engage in these practices, they may receive preferential treatment from personnel of some companies, giving our competitors an advantage in securing business or from government officials who might give them priority in obtaining new licenses, which would put us at a disadvantage. Although we inform our personnel that such practices are illegal, we cannot assure you that our employees or other agents will not engage in such conduct for which we might be held responsible. If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties.Committee

IfThe Compensation Committee wecurrently ~~make~~consists ~~equity~~of ~~compensation~~Mr. ~~grants~~Levinson, toMr. ~~persons~~Su ~~who~~and ~~are~~Mr. ~~PRC~~Tan. ~~citizens,~~Mr. ~~they~~Su ~~may~~serves beas ~~required~~chairman toof ~~register~~the ~~with~~Compensation ~~SAFE~~Committee. We All of the members ~~may~~of ~~also~~the ~~face~~Compensation ~~regulatory~~Committee ~~uncertainties~~are currently “independent directors” as that ~~could~~term ~~restrict~~is ~~our~~defined ~~ability~~in toNASDAQ ~~adopt~~Listing ~~equity~~Rules and ~~compensation~~NYSE ~~plans~~MKT Company Guide. The Compensation Committee is responsible for ~~our~~overseeing ~~directors~~and, and as appropriate, making recommendations ~~employees~~to the Board regarding the annual salaries and other ~~parties~~compensation ~~under~~of ~~PRC~~our ~~laws~~executive officers and directors, and providing assistance and recommendations with respect to the compensation policies and practices of the Company.

~~On April~~Nominating 6, 2007, SAFE issued the “Operating Procedures for Administration of Domestic Individuals Participating in the Employee Stock Ownership Plan or Stock Option Plan of An Overseas Listed Company, also known as “Circular 78.” It is not clear whether Circular 78 covers all forms of equity compensation plans or only those which provide for the granting of stock options. For any plans which are so covered and ~~are~~Corporate ~~adopted~~Governance by a non-PRC listed company, such as our company, after April 6, 2007, Circular 78 requires all participants who are PRC citizens to register with and obtain approvals from SAFE prior to their participation in the plan. In addition, Circular 78 also requires PRC citizens to register with SAFE and make the necessary applications and filings if they participated in an overseas listed company’s covered equity compensation plan prior to April 6, 2007. We believe that the registration and approval requirements contemplated in Circular 78 will be burdensome and time consuming.Committee

~~In the~~The ~~future,~~Nominating ~~we may adopt an equity incentive plan~~ and ~~make~~Corporate Governance ~~numerous~~Committee ~~stock~~currently ~~option~~consists ~~grants~~of ~~under~~Mr. ~~the plan to our officers~~Su, ~~directors and~~Mr. ~~employees,~~Tan ~~some of whom are PRC citizens~~ and ~~may~~Mr. beWu. ~~required to register with SAFE~~Mr. IfTan itserves isas ~~determined~~the ~~that~~chairman ~~any~~ of ~~our~~the ~~equity compensation~~committee. ~~plans~~All ~~are~~members of ~~subject~~the toNominating ~~Circular~~and ~~78,~~Corporate ~~failure~~Governance toCommittee ~~comply~~are ~~with~~currently ~~such~~“independent ~~provisions~~directors” ~~may~~as ~~subject~~that usterm ~~and~~is ~~participants of our equity~~defined ~~incentive~~in ~~plan~~NASDAQ ~~who~~Listing ~~are~~Rules ~~PRC~~and ~~citizens~~NYSE toMKT ~~fines~~Company ~~and~~Guide. ~~legal~~The ~~sanctions~~Nominating and ~~prevent~~Corporate usGovernance ~~from~~Committee ~~being~~will ~~able~~assist tothe ~~grant~~Board ~~equity compensation to~~in: ~~our~~(i) ~~PRC~~identifying, ~~employees.~~screening Inand ~~that~~recommending ~~case,~~qualified ~~our~~candidates ~~ability~~ to ~~compensate~~serve ~~our~~as ~~employees and~~ directors ~~through~~of ~~equity~~the ~~compensation~~Company ~~would be hindered~~ and ~~our~~(ii) ~~business~~maintaining ~~operations~~oversight of ~~and~~the ~~ability~~Board’s ~~to attract~~ and ~~retain~~ the ~~most~~Company’s ~~qualified~~governance ~~employees,~~functions ~~officers~~ and ~~directors may be adversely affected~~effectiveness.

23Code of Ethics

~~Due~~The Company has a code of ethics that applies to ~~various~~all ~~restrictions~~employees, ~~under~~including ~~PRC~~the ~~laws~~Company’s onprincipal executive officer, principal financial officer, and principal accounting officer, as well as to the ~~distribution~~members of ~~dividends~~the byBoard ~~our~~of ~~PRC~~the ~~operating~~Company. ~~companies,~~A wecopy ~~may~~of ~~not~~the becode ~~able~~is ~~to pay~~filed ~~dividends~~as an exhibit to ~~our~~this ~~stockholders~~annual report.

The Wholly-Foreign Owned Enterprise Law (1986), as amended and the Wholly-Foreign Owned Enterprise Law Implementing Rules (1990), as amended and the Company Law of the PRC (2006) contain the principal regulations governing dividend distributions by wholly foreign owned enterprises. Under these regulations, wholly foreign owned enterprises, such as the WFOE, may pay dividends only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. Additionally, the WFOE is required to set aside a certain amount of their accumulated profits each year, if any, to fund certain reserve funds. These reserves are not distributable as cash dividends except in the event of liquidation and cannot be used for working capital purposes. 16

~~Furthermore, if~~Section ~~our~~16(a) ~~consolidated~~Beneficial ~~subsidiaries~~Ownership ~~in China incur debt on their own in the future, the instruments governing the debt may restrict~~Reporting its ability to pay dividends or make other payments. If we or our consolidated subsidiaries are unable to receive all of the revenues from our operations due to these contractual or dividend arrangements, our results of operations may be adversely affected.Compliance

WePursuant to Section 16(a) ~~may~~of ~~have~~the ~~difficulty~~Exchange ~~establishing~~Act ~~adequate~~and ~~management~~the rules issued thereunder, ~~legal~~our directors and ~~financial~~executive ~~controls~~officers and any persons holding more than 10% of our common stock are required ~~for~~to file with the SEC reports of their initial ownership of our common stock and any changes in ownership of such common stock. Copies of such reports are required to be furnished to us. Based solely upon a USreview ~~publicly~~of ~~listed~~the ~~company~~Section 16(a) reports and representations received by us from reporting persons, and without conducting any independent investigation of our own, in fiscal year ended December 31, 2015, our officers, directors and ten percent stockholders are in compliance with Section 16(a) of the Exchange Act.

~~Our management~~ITEM ~~and our current board do not have experience in the management of public companies~~11. ~~The~~ ~~PRC~~EXECUTIVE historically has been deficient in Western style management and financial reporting concepts and practices, as well as in modern banking, and other control systems. We may have difficulty hiring and retaining a sufficient number of qualified employees to work in the PRC. As a result of these factors, we may experience difficulty in establishing management, legal and financial controls, collecting financial data and preparing financial statements, books of account and corporate records and instituting business practices that meet US public listed companies’ standards. We may, in turn, experience difficulties in implementing and maintaining adequate internal controls as required under Section 404 of the Sarbanes-Oxley Act of 2002 and other applicable laws, rules and regulations. This may result in significant deficiencies or material weaknesses in our internal controls which could impact the reliability of our financial statements and prevent us from complying with SEC rules and regulations and the requirements of the Sarbanes-Oxley Act of 2002. Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our business and the public announcement of such deficiencies could adversely impact our stock price.COMPENSATION

~~Our lack~~Executive ofCompensation accounting personnel with education and experience in U.S. GAAP is a material weakness in our internal control over financial reporting and could cause an oversight or delay in detecting a material misstatement of our annual or interim financial statements.Summary

~~With~~The ~~the~~following ~~exception~~table sets offorth ~~Xingbang~~all ~~NV,~~cash ~~none~~compensation ofpaid ~~our~~by ~~subsidiaries~~us ~~maintain~~for ~~their~~the ~~books~~years ~~and~~ended ~~records~~2015 ~~in accordance with U.S. GAAP. Guangdong Xingbang~~ and ~~Xinyu~~ ~~Xingbang, maintain their books and records in accordance with Chinese GAAP~~2014. The ~~Our~~table ~~Interim~~below ~~Chief~~sets ~~Financial~~forth ~~Officer, Mr. Song, and~~ the ~~accounting~~positions ~~staff under his supervision are primarily responsible for preparing our books~~ and ~~records and converting such~~ ~~books~~compensations ~~and~~for ~~records~~the ~~into~~two ~~financial~~most ~~statements~~highly incompensated ~~accordance with U~~officers.~~S. GAAP.~~ ~~However,~~All ~~Mr. Song and~~ the ~~accounting~~officers ~~staff under~~were ~~his~~paid ~~supervision have limited knowledge of, and no prior experience~~ in ~~preparing~~Renminbi ~~financial statements in accordance with, U.S. GAAP. Mr. Song also prepares the necessary disclosure in our periodic reports with the SEC. None of Mr. Song~~ and the ~~other~~amounts ~~accountants is a U.S. certified public accountant or a certified management accountant, neither have they~~reported ~~attended U.S. academic institutions or extended educational programs that would provide a sufficient relevant education~~ in ~~U.S. GAAP. Our management concluded~~ this ~~deficiency~~table ~~constitutes~~have abeen ~~material~~converted ~~weakness~~from inRenminbi internal control over financial reporting as of December 31, 2014. Such material weaknesses in our internal control over financial reporting could result in a material misstatement of our financial statements that may not be prevented or detected. As one of the steps to ~~remedy this deficiency, we engaged a consulting firm which has expertise and experience in~~ U.S. ~~GAAP~~dollars ~~and~~based ~~SEC~~on ~~financial~~an ~~reporting~~average toexchange ~~assist with~~rate ~~U.S.~~of ~~GAAP conversion~~RMB6.1620 ~~However, no assurance can be given as~~ to ~~when or to what extent we can obtain the necessary U~~$1.S.00, ~~GAAP experience. Our lack of accounting personnel with education and experience~~ in ~~U.S.~~ ~~GAAP is a material weakness in our internal~~2014 ~~control over financial reporting~~ and ~~could~~RMB ~~cause~~6.2827 anto ~~oversight~~$1 ~~or delay~~ in ~~detecting a material misstatement of our annual or interim financial statements~~2015.

24SUMMARY COMPENSATION TABLE

Compliance with changing regulation of corporate governance and public disclosure, and our management’s inexperience with such regulations will result in additional expenses and creates a risk of non-compliance.

Name and Principal Position	Fiscal Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Xiaohong Yao Chairman, President		2015	$	40,492		-		-		-		-		-		-	$	40,492
and CEO		2014	$	41,318		1,623		-		-		-		-		-	$	42,941

Haigang Song CFO, Treasurer and		2015	$	19,482		-		-		-		-		-		-	$	19,482
Secretary		2014	$	19,896		599		-		-		-		-		-	$	20,495

~~Changing laws,~~Outstanding ~~regulations~~Equity ~~and~~Awards ~~standards~~at ~~relating~~Fiscal toYear corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 and related SEC regulations, have created uncertainty for public companies and significantly increased the costs and risks associated with accessing the public markets and public reporting. Our management team will need to invest significant management time and financial resources to comply with both existing and evolving standards for public companies, which will lead to increased general and administrative expenses and a diversion of management time and attention from revenue generating activities to compliance activities. In addition, our management is located in the PRC has little experience with compliance with U.S. laws (including securities laws). This inexperience may cause us to fall out of compliance with applicable regulatory requirements, which could lead to enforcement action against us and a negative impact on our stock price.End

~~Failure to~~We ~~maintain~~did annot ~~effective~~grant ~~system~~any ofstock awards ~~internal~~to ~~controls,~~our weexecutive ~~may~~officers ~~not~~or bedirectors ~~able~~from toinception ~~accurately~~through the ~~report~~date ~~our~~of ~~financial~~this ~~results or prevent fraud~~report.

~~We are~~Director subject to reporting obligations under the U.S. securities laws. The SEC, as required by Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules requiring every public company to include a management report on such company’s internal controls over financial reporting in its annual report, which contains management’s assessment of the effectiveness of our internal controls over financial reporting. Our management has found certain material weaknesses in our internal controls over our financial reporting. Our reporting obligations as a public company place a significant strain on our management, operational and financial resources and systems for the foreseeable future. Effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to prevent fraud. As a result, our failure to achieve and maintain effective internal controls over financial reporting could result in the loss of investor confidence in the reliability of our financial statements, which in turn could harm our business and negatively impact the trading price of our stock. Furthermore, we anticipate that we will incur considerable costs and use significant management time and other resources in an effort to comply with Section 404 and other requirements of the Sarbanes-Oxley Act.Compensation

~~Regulation~~We do not currently pay ~~and~~any ~~censorship~~compensation to our directors other than to Mr. Joseph Levinson, who receives annual cash compensation of ~~information~~$36,000, ~~distribution~~payable monthly. We ~~over~~have ~~the~~found ~~internet~~such payments to be necessary in ~~China~~order ~~may~~to ~~adversely~~attract ~~affect~~US ~~our~~based ~~business~~directors who are experienced with Chinese companies, are familiar with the accounting differences between the two countries and wewho ~~may~~have beaccess ~~liable~~to US capital markets. We ~~for~~entered ~~information~~into ~~displayed~~Director ~~on,~~Agreements ~~retrieved~~with ~~from~~each orof ~~linked~~the tofour ~~our~~independent ~~website~~directors on June 13, 2011.

~~China has~~Executive ~~enacted~~Employment laws and regulations governing internet access and the distribution of products, services, news, information, audio-video programs and other content through the internet. In the past, the PRC government has prohibited the distribution of information through the internet that it deems to be in violation of PRC laws and regulations. If any of our internet content were deemed by the PRC government to violate any content restrictions, we would not be able to continue to display such content and could become subject to penalties, including confiscation of income, fines, suspension of business and revocation of required licenses, which could materially and adversely affect our business, financial condition and results of operations. We may also be subject to potential liability for any unlawful actions of our customers or users of our website or for content we distribute that is deemed inappropriate. It may be difficult to determine the type of content that may result in liability to us, and if we are found to be liable, we may be prevented from operating our website in China.Contracts

25Guangdong Xingbang has entered into employment agreements with Mr. Xiaohong Yao and Mr. Haigang Song. Each of these employment agreements are based on the form labor contract as required by PRC labor contract laws. The term of Mr. Yao’s employment is from July 1, 2014 to June 30, 2017 and Mr. Yao is paid a monthly salary of RMB 20,000 (approximately $3,223) as the CEO. The term of Mr. Song’s employment is from July 1, 2014 to June 30, 2017. Mr. Song is paid a monthly salary of RMB 9,000 (approximately $1,451) as theCFO. Under these agreements and the PRC labor laws, Guangdong Xingbang is obligated to pay employee compensation equal to one month’s salary for each year Guangdong Xingbang has employed such employee, up to twelve years, upon termination, except, but not limited to, where (1) the employee is held to be criminally liable; (2) the employee’s actions or inactions have resulted in a material adverse effect to Guangdong Xingbang; or (3) the employee seriously violated Guangdong Xingbang’s rule of conduct.

~~Regulations relating to offshore investment activities by PRC residents may limit our ability to acquire PRC companies and could adversely affect our business.~~17

~~In July~~ITEM 2014, SAFE promulgated the Circular on Issues Concerning Foreign Exchange Administration Over the Overseas Investment and Financing and Roundtrip Investment by Domestic Residents Via Special Purpose Vehicles, or Circular 37, which replaced Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Corporate Financing and Roundtrip Investment through Offshore Special Purpose Vehicles, or Circular 7512. ~~Circular 37 requires~~ ~~PRC~~SECURITY ~~residents to~~OWNERSHIP ~~register~~OF ~~with~~CERTAIN ~~local~~BENEFICIAL ~~branches~~OWNERS ofAND ~~SAFE~~MANAGEMENT inAND ~~connection~~RELATED ~~with~~STOCKHOLDERS their direct establishment or indirect control of an offshore entity, referred to in Circular 37 as a “special purpose vehicle” for the purpose of holding domestic or offshore assets or interests. Circular 37 further requires amendment to a PRC resident’s registration in the event of any significant changes with respect to the special purpose vehicle, such as an increase or decrease in the capital contributed by PRC individuals, share transfer or exchange, merger, division or other material event. Under these regulations, PRC residents’ failure to comply with specified registration procedures may result in restrictions being imposed on the foreign exchange activities of the relevant PRC entity, including the payment of dividends and other distributions to its offshore parent, as well as restrictions on capital inflows from the offshore entity to the PRC entity, including restrictions on its ability to contribute additional capital to its PRC subsidiaries. Further, failure to comply with the SAFE registration requirements could result in penalties under PRC law for evasion of foreign exchange regulations.MATTERS

As ~~Circular 37 is newly-issued,~~ itof isApril ~~unclear~~13, ~~how these regulations will be interpreted and implemented. In addition~~2016, ~~different local SAFE branches~~there ~~may~~were ~~have~~81,244,000 ~~different~~shares ~~views and procedures as to the interpretation and implementation~~ of ~~the~~common ~~SAFE~~stock ~~regulations,~~outstanding. The ~~and~~following ittable ~~may~~sets beforth ~~difficult for~~certain ~~our~~information ~~ultimate~~known ~~stockholders or beneficial owners who are PRC residents~~ to ~~provide~~us ~~sufficient supporting documents required by~~with ~~the~~respect ~~SAFE or~~ to ~~complete~~ the ~~required~~beneficial ~~registration~~ownership ~~with~~of ~~the~~common ~~SAFE~~stock inas aof ~~timely~~that ~~manner,~~date ~~or at all. Any failure~~ by ~~any~~(i) each of our ~~stockholders who is a PRC resident~~directors, or(ii) iseach ~~controlled~~of byour aexecutive ~~PRC resident~~officers, and to(iii) ~~comply~~all ~~with~~of ~~relevant~~our ~~requirements~~directors ~~under~~and ~~these~~executive ~~regulations~~officers ~~could subject~~as usa togroup. Except ~~fines~~as orset ~~sanctions~~forth ~~imposed~~in by the ~~PRC~~table ~~government~~below, ~~including~~there ~~restrictions~~is ~~on the ability of AmazGame, Gamespace,~~no ~~Shanghai~~person ~~ICE,~~known ~~7Road Technology and Beijing Baina Technology~~ to ~~pay~~us ~~dividends~~who orbeneficially ~~make~~owns ~~distributions~~more tothan us5% ~~and~~of on our ~~ability~~common ~~to increase our investment in AmazGame, Gamespace, Shanghai ICE, 7Road Technology and Beijing Baina Technology~~stock.

Under Circular 37, if a non-listed special purpose vehicle uses its own equity or share option to grant equity incentive awards to directors, supervisors, members of senior management or employees directly employed by a domestic enterprise that is directly or indirectly controlled by such special purpose vehicle, or with which such employee has established an employment relationship, any of such directors, supervisors, members of senior management or employees who is a PRC resident should, prior to exercising their rights, file an application with the SAFE for foreign exchange registration with respect to such special purpose vehicle. However, in practice, different local SAFE branches may have different views and procedures as to the interpretation and implementation of the SAFE regulations and, since Circular 37 was the first regulation to regulate the foreign exchange registration of a non-listed special purpose vehicle’s equity incentive granted to PRC residents, there remains uncertainty with respect to its implementation.

Name and Address of Beneficial Owner	Number of Shares Beneficially Owned (1)			Percentage of Class (2)
Xiaohong Yao		45,000,000	(3)		55.39	%
Xiaole Zhan		8,000,000	(4)		9.85	%
Haigang Song		-			-
Joseph Levinson		-			-
Gangxian Su		-			-
Xingzheng Tan		-			-
Fei Wu		-			-
All directors and officers as a group (seven people)		53,000,000			65.24	%

~~The~~(1) Under Rule 13d-3, ~~disclosures~~a inbeneficial ~~our~~owner ~~reports~~of ~~and~~a ~~other filings~~security ~~with~~includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the ~~SEC~~power to vote, or to direct the voting of shares; and ~~our~~(ii) ~~other~~investment ~~public~~power, ~~pronouncements~~which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are ~~not subject~~deemed to be beneficially owned by a person if the person has the right to acquire the shares ~~scrutiny~~(for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any ~~regulatory~~person, ~~bodies~~the inamount of shares outstanding is deemed to include the ~~PRC~~amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.

~~We are~~(2) The ~~regulated by the SEC and our reports and other filings with the SEC are subject to SEC review in accordance with the rules~~percentage ~~and regulations promulgated by the SEC under the Securities Act and the Exchange Act. Our SEC reports and other disclosure and public pronouncements are not subject to the review or scrutiny~~ of ~~any~~class ~~PRC~~is ~~regulatory~~based ~~authority. For~~on ~~example~~81, ~~the disclosure in our SEC reports and other filings are not subject to the review by China Securities Regulatory Commission~~244,000 ashares ~~PRC regulator that is tasked with oversight~~ of ~~the~~common ~~capital~~stock ~~markets~~issued ~~in China. Accordingly, you should review our SEC reports, filings~~ and ~~our other~~outstanding ~~public~~as ~~pronouncements with the understanding that no local regulator has done any review~~ of ~~our~~April ~~company~~13, ~~our SEC reports, other filings or any of our other public pronouncements~~2016.

~~Risks~~(3) Includes 44,999,000 ~~Related~~shares toof ~~Our~~our ~~Common~~common ~~Stock~~stock owned of record by Future Media International Limited and 1,000 shares of our common stock owned of record by Mr. Yao. Mr. Yao is the sole director of Future Media International Limited and the record holder of 90% of its capital stock and may be deemed beneficial owner of such shares. Ms. Zhong, the spouse of Mr. Yao, holds 10% of the capital stock of Future Media International Limited.

An(4) Includes 8,000,000 ~~active~~shares ~~and~~of ~~visible~~our ~~trading~~common ~~market~~stock ~~for~~owned ~~our~~of ~~common~~record by World Achiever Limited. Xiaole Zhan is the sole director and holder of all of the capital stock of World Achiever Limited and thus may ~~not~~be ~~develop~~deemed the beneficial owner of such shares.

~~We cannot~~ITEM ~~predict~~13. ~~whether~~CERTAIN anRELATIONSHIPS ~~active~~AND ~~market~~RELATED ~~for~~TRANSACTIONS, ~~our~~AND ~~common~~DIRECTOR ~~stock will develop in the future. In the absence of an active trading market:~~INDEPENDENCE

●The ~~Investors~~table ~~may~~below ~~have~~sets ~~difficulty~~forth ~~buying~~details ~~and~~on ~~selling~~our ortransactions with ~~obtaining~~stockholders ~~market~~during ~~quotations;~~the years ended December 31, 2015 and 2014:

	For the years ended December 31,
	2015			2014
Transactions with stockholders
- Accrued rent for Guangdong office	$	183,361		$	186,953
- Rent paid		(91,681	)		(186,953	)
- Repayment		-			(181,110	)
- Loan received		179,859			-
- Expenses paid on behalf of the Company		1,367			-
	$	272,906		$	(181,110)

~~● Market visibility for our common stock may be limited; and~~18

●On AAugust ~~lack~~11, of2015, ~~visibility~~the Company ~~for~~obtained ~~our~~a ~~common~~loan ~~stock~~for ~~may~~$154,373 ~~have~~from aMr. ~~depressive~~Yao. ~~effect~~The onloan ~~the~~is ~~market~~non-interest ~~price~~bearing ~~for~~and ~~our~~due ~~common~~on ~~stock~~August 10, 2016.

~~The~~Guangdong Xingbang ~~trading~~currently ~~price~~leases ofoffice ~~the~~from ~~common~~Mr. ~~stock~~Yao isand ~~subject~~his tospouse ~~significant~~pursuant ~~fluctuations in response~~ to ~~variations~~a inthree-year ~~quarterly~~lease ~~operating~~agreement ~~results, changes~~and inpays ~~analysts’~~a ~~earnings~~monthly ~~estimates,~~rent ~~announcements~~ of ~~innovations by us or our competitors~~RMB96, ~~general conditions in the~~000 ~~industry~~(approximately ~~in which we operate and other factors~~$14,820). ~~These~~ ~~fluctuations,~~The aslease ~~well~~expires ason ~~general~~December ~~economic and market conditions~~31, ~~may~~ ~~have~~2016. aWe ~~material~~believe orthe ~~adverse~~rent ~~effect~~is onreasonable ~~the~~and ~~market~~in ~~price~~accordance ofwith ~~our common stock~~market prices.

~~The~~During ~~market~~the ~~price~~year ~~for~~ended ~~our~~December ~~stock~~31, ~~may~~2015, bethe ~~volatile~~Company borrowed $20,069 from Xiaole Zhan, who is a stockholder and director of the Company. The loan is non-interest bearing and due on demand.

The ~~market~~ ~~price~~table ~~for~~below ~~our~~sets ~~stock~~forth ~~may~~details beon ~~volatile~~our ~~and~~transactions with ~~subject~~related tocompanies ~~wide~~during ~~fluctuations~~the inyears ~~response~~ended toDecember ~~factors~~31, ~~including~~2015 ~~the~~and ~~following~~2014:

● Actual or anticipated fluctuations in our quarterly operating results;

Transactions with related companies	For the year ended December 31,
Xinyu Xingbang Industry Co., Ltd (1)	2015			2014
- Loan received	$	4,782,975		$	3,586,498
- Expenses paid on behalf of the Company		183,157			-
- Repayment		(175,950	)		(498,956	)
- Accrued rent		32,470			59,811
Other related companies (2)
- Expenses paid on behalf of the Company		72,505			60
- Repayment		(76,067	)		-
	$	4,819,090		$	3,147,413

●(1) ~~Changes~~Xinyu Xingbang Industry Co., Ltd. (“Xinyu Industry”) is organized in ~~financial~~China ~~estimates~~and byMr. ~~securities~~Yao ~~research~~and ~~analysts;~~his wife own 90% and 10% of Xinyu Industry, respectively.

●(2) ~~Conditions~~Other inrelated ~~the~~companies ~~markets~~include: (i) inZhongxing ~~which~~Decoration; we(ii) ~~compete~~Xinyu Qiuying Technology Network Co., Ltd where Mr. Yao is a director; (iii) Guangzhou Efee Pay Network Co., Ltd. where Mr. Yao is a director; (iv) Xinyu Media Alliance Advertising Co., Ltd. where Mr. Yao is a director; (v) Guangzhou Cross-Border E-Commerce International Trade Co., Ltd. where Mr. Xiaole Zhan, a stockholder and director of the Company, is the legal representative and. (vi) Haigang Song, Chief Financial Officer and director of the Company.

●The ~~Changes~~Company inborrowed $4,782,975 and $3,586,498 from Xinyu Xingbang during the ~~economic~~years ~~performance~~ended orDecember ~~market~~31, ~~valuations~~2015 ofand ~~our~~2014, ~~competitors;~~respectively. The loans are non-interest bearing and due on various dates before December 2016.

●Other ~~Announcements~~related bycompanies paid usexpenses oron ~~our~~behalf ~~competitors~~ of ~~new~~the ~~services,~~Company ~~acquisitions~~of $183,157 ~~strategic~~and ~~partnerships,~~$0 ~~joint~~for ~~ventures~~the oryears ~~capital~~ended ~~commitments;~~December 31, 2015 and 2014, respectively.

●The ~~Addition~~Company ormade ~~departure~~ repayment of ~~key~~$252,017 ~~personnel;~~and $498,956 to other related companies for the years ended December 31, 2015 and 2014, respectively. The advances are non-interest bearing and due on demand.

●Due ~~Fluctuations~~to stockholders consist of ~~exchange rates between RMB and~~ the ~~U.S. dollar;~~following:

● Intellectual property or other litigation; and

	As of December 31, 2015		As of December 31, 2014

Mr. & Mrs. Yao	$	1,788,352	$	1,611,708
Xiaole Zhan		20,069		-
Total	$	1,808,421	$	1,611,708

●As ~~General~~of ~~economic~~December or31, ~~political~~2015 and ~~conditions~~December 31, 2014, WFOE owed $771,867 and $805,854, respectively, to Mr. Yao. The loan is interest free and unsecured. The loan was entered into on May 31, 2012, and the loan period started on June 11, 2012 and was due on June 10, 2013. On May 31, 2013, August 7, 2014 and June 11, 2015, the loan was renewed with the same terms and a new due date of June 11, 2016. The proceeds of the loan were used as the capital investment in ~~China~~Xinyu Xingbang.

~~In addition,~~As ~~the~~of ~~securities~~December ~~market~~31, ~~has~~2015 and ~~from~~December ~~time~~31, to2014, ~~time~~Guangdong ~~experienced~~Xingbang ~~significant~~owed ~~price~~$926,240 and ~~volume~~$805,854 ~~fluctuations~~respectively, ~~that~~to Mr. Yao. The loans are ~~not~~interest ~~related~~free and tounsecured ~~the~~and ~~operating~~due ~~performance~~on ofJune ~~particular~~18, ~~companies~~2016 and August 10, 2016.

~~Our common stock may be considered a “penny stock,” and thereby be subject to additional sale and trading regulations that may make it more difficult to sell.~~19

~~Our common~~As ~~stock may be considered to be a “penny stock” if it does not qualify for one~~ of ~~the~~December ~~exemptions from the definition of “penny stock” under Section 3a51-1 of the Exchange Act~~31, ~~as amended. Our common stock may~~2015 beand aDecember “penny stock” if it meets one or more of the following conditions: (i) the stock trades at a price less than $5.00 per share; (ii) it is NOT traded on a “recognized” national exchange; (iii) it is not quoted on the Nasdaq Capital Market31, ~~or even if so~~2014, ~~has~~Guangdong aXingbang ~~price~~accrued ~~less than~~ $5.00 per share; or (iv) is issued by a company that has been in business less than three years with net tangible assets less than $5 million. The principal result or effect of being designated a “penny stock” is that securities broker-dealers participating in sales of our common stock will be subject to the “penny stock” regulations set forth in Rules 15-2 through 15g-9 promulgated under the Exchange Act. For example88,919 ~~Rule 15g-2 requires broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks~~ and to$0 ~~obtain a manually signed and dated written receipt of the document at least two business days before effecting any transaction in a penny stock for the investor’s account. Moreover~~respectively, ~~Rule 15g-9 requires broker-dealers in penny stocks~~ to ~~approve the account of any investor for transactions in such stocks before selling any penny stock to that investor~~Mr. ~~This procedure~~ ~~requires~~Yao the broker-dealer to: (i) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the ~~investor~~rental ~~and that the investor has sufficient knowledge and experience as to be reasonably capable~~ of ~~evaluating~~ the ~~risks~~office of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor’s financial situation, investment experience and investment objectivespremises. ~~Compliance~~ ~~with~~The ~~these~~amount ~~requirements~~due ~~may~~is ~~make~~unsecured ~~it more difficult~~ and ~~time~~interest ~~consuming for holders of our common stock to resell their shares to third parties or to otherwise dispose of them in the market or otherwise~~free.

27Due to related parties consist of the following:

We do not anticipate paying cash dividends in the foreseeable future and, as a result, our investors’ sole source of gain, if any, will depend on capital appreciation, if any.

	As of December 31, 2015			As of December 31, 2014

Xinyu Industry - loan payable	$	9,346,469		$	5,092,991
Xinyu Industry - other advances		272,118			65,760
Zhongxing Decoration		19,385			14,566
Xinyu Qiuying Technology Network Co., Ltd		(1,686	)		-
Xinyu Qiuying Technology Network Co., Ltd - Guangzhou Branch		(59,163	)		-
Guangzhou EFee Pay Network Co., Ltd		1,517			-
Xinyu Media Alliance Advertising Co., Ltd		49,711			-
Guangzhou Cross-Border E-Commerce International Trade Co., Ltd.		(42	)		-
Haigang Song		772			-
Total	$	9,629,081		$	5,173,317

~~We do~~The ~~not~~Company ~~plan~~had various toloan ~~declare~~agreements orwith ~~pay~~Xinyu ~~any~~Industry ~~cash~~as ~~dividends on our shares~~ of ~~common~~December ~~stock~~31, in2015 ~~the foreseeable future~~ and ~~currently~~December ~~intend to retain any future earnings for funding growth. As a result~~31, ~~investors should not rely on an investment in our securities if they require the investment to produce dividend income~~2014. ~~Capital~~Those ~~appreciation,~~loans ifare ~~any, of our shares may be investors’ sole~~non-interest ~~source~~bearing ofand ~~gain~~due ~~for~~on ~~the~~various ~~foreseeable~~dates ~~future.~~before ~~Moreover,~~December ~~investors may not be able to resell their common stock at or above the price they paid for them~~2016.

~~Volatility in~~Due ~~the~~to ~~price~~(due offrom) related ~~our~~parties ~~common~~are ~~stock~~non-interest ~~may~~bearing ~~subject~~and usdue toon ~~securities litigation~~demand.

The market for our common stock may be characterized by significant price volatility, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.Other

~~ITEM~~Other than employment and ~~1B. UNRESOLVED~~the ~~STAFF~~foregoing ~~COMMENTS~~arrangements, none of the following persons has any direct or indirect material interest in any transaction to which we are a party since our incorporation or in any proposed transaction to which we are proposed to be a party: (i) any of our directors or officers; (ii) any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our common stock; or (iii) any relative or spouse of any of the foregoing persons, or any relative of such spouse who has the same house as such person or who is a director or officer of any parent or subsidiary of our company.

~~None.~~Director Independence

~~ITEM~~After review of all relevant 2transactions and relationships between each director, any of their family members, the Company, our executive officers and our independent registered public accounting firm, the Board has affirmatively determined that a majority of our Board is comprised of independent directors. ~~PROPERTIES~~ Our current independent directors are: Mr. Levinson, Mr. Su, Mr. Tan and Mr. Wu.

~~Our~~ITEM ~~corporate offices are located at No~~14. ~~1108,~~PRINCIPAL ~~Sai~~ACCOUNTANT ~~Wei~~FEES ~~Avenue,~~AND Hi-Tech Development Zone, Xinyu City, Jiangxi Province, PRC. Under the current PRC laws, land is owned by the state, and parcels of land in rural areas, which is known as collective land, is owned by the rural collective economic organization. Land use rights are granted to an individual or entity after payment of a land use right fee is made to the applicable state or rural collective economic organization. Land use rights allow the holder of the right to use the land for a specified long-term period. We rent our office space from Xinyu Industry, an entity which is 90% and 10% owned by Mr. Yao and his spouse respectively. We entered into a three-year lease agreement with Xinyu Industry, whereby we are obligated to pay monthly rent of approximately RMB17,000 (approximately $2,740). The lease expires on June 30, 2015. We believe the rent is reasonable and in accordance with market prices.SERVICES

InThe ~~August~~following ~~2014,~~table ~~Xinyu~~sets ~~Xingbang~~forth ~~leased~~fees ~~Guangzhou~~billed ~~office~~to ~~premises~~us ~~from~~by anour independent ~~third~~registered ~~party~~public accounting firms Paritz & Company, ~~Jingyan~~P.A. ~~Yang~~and Baker Tilly Hong Kong Limited, ~~pursuant~~CPA, toduring athe ~~lease~~fiscal ~~agreement~~year ended December 31, 2015 and ~~pays~~2014 for: (i) services rendered for the audit of our annual financial astatements ~~monthly~~and ~~rental~~the review of ~~$1,048.~~our ~~The~~quarterly ~~lease~~financial ~~shall~~statements; ~~expire~~(ii) onservices ~~August~~by 27our independent registered public accounting firms that are reasonably related to the performance of the audit or review of our financial statements and that are not reported as audit fees; (iii) services rendered in connection with tax compliance, ~~2015~~tax advice and tax planning; and (iv) all other fees for services rendered.

Guangdong Xingbang leased office from Mr. Yao and his spouse pursuant to a one-year lease agreement and paid a monthly rental of RMB81,782 (approximately $13,127). The lease expired on December 31, 2012. We renewed the lease with a three-year term and are obligated to pay monthly rent of RMB96,000 (approximately $15,472) until December 31, 2016. We believe the rent is reasonable and in accordance with market prices.

	2014		2015
Audit Fees	$	70,292	$	79,429
Audit-Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-
TOTAL	$	70,292	$	79,429

InBoard ~~September~~of ~~2013, Guangdong~~Directors ~~Xingbang~~Pre-Approval ~~leased~~Policies ~~Zhongshan office premises from an independent third party, Zhongshan Guzhen Asset Management Ltd, pursuant to a lease agreement~~ and ~~pays a monthly rental of $1,845, which expires on August 31, 2018.~~Procedures

28Our audit committee reviewed and approved all audit services provided by Baker Tilly Hong Kong and Paritz & Company, P.A., and has determined that their provision of such services to us during fiscal 2015 is compatible with and did not impair the independence of Baker Tilly Hong Kong and Paritz & Company, P.A. It is the practice of our director to consider and approve in advance all audit and non-audit services provided to us by our independent auditors.

~~ITEM 3. LEGAL PROCEEDINGS~~20

~~We are~~PART currently not a party to any legal proceeding and are not aware of any legal claims that we believe will have a material adverse effect on our business, financial condition or operating results. However, from time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.IV

ITEM 4 15. ~~MINE~~ ~~SAFETY~~EXHIBITS ~~DISCLOSURES~~AND FINANCIAL STATEMENT SCHEDULES

~~Not applicable.~~(a) Documents filed as part of this report

~~PART II~~(1) All financial statements

~~ITEM~~The following financial 5statements of China Xingbang Industry Group Inc. ~~MARKET~~ ~~FOR~~and ~~REGISTRANT’S~~Reports ~~COMMON~~of ~~EQUITY,~~Independent ~~RELATED~~Registered ~~STOCKHOLDER~~Public ~~MATTERS~~Accounting ~~AND~~Firms ~~ISSUER~~are ~~PURCHASES~~presented in OFthe ~~EQUITY~~“F” ~~SECURITIES.~~pages of this report:

Market Information

Reports of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of December 31, 2015 and 2014	F-4
Consolidated Statements of Operations and comprehensive loss for the Years ended December 31, 2015 and 2014	F-5
Consolidated Statements of Stockholders’ Deficit for the Years ended December 31, 2015 and 2014	F-6
Consolidated Statements of Cash Flows for the Years ended December 31, 2015 and 2014	F-7
Notes to the Consolidated Financial Statements	F-8 - F-18

~~Our~~(2) Financial ~~common~~Statement stock started trading on OTCOB under the trading symbol “CXGP” on June 20, 2012. As of the date of this report, there have been limited and sporadic trades of the Company’s securities. The last reported trade and posted closing price of the Company’s common stock, per www.otcmarkets.com, was for 100 shares at $16.50 per share on March 16, 2015.Schedules

~~The~~Schedules are omitted because ~~following~~the ~~table~~required ~~sets~~information ~~forth~~is not present or is not present in amounts sufficient to require submission of the ~~quarterly~~schedule ~~average~~or ~~high~~because the ~~and~~information ~~low~~required ~~closing~~is ~~big~~given ~~prices~~in ~~per~~the ~~share~~consolidated ~~for~~financial ~~our~~statements ~~Common~~or ~~Stock:~~the notes thereto.

	High		Low
Fiscal year ended December 31, 2014	$	10.50	$	1.67
Quarter ended September 30, 2014		6.50		6.00
Quarter ended June 30, 2014		6.00		6.00
Quarter ended March 31, 2014		6.00		6.00
Period ending March 27, 2015		16.50		15.50
Fiscal year ended December 31, 2013		6.00		6.00
Quarter ended September 30, 2013		6.00		6.00
Quarter ended December 31, 2013		6.00		6.00
Period ending March 31, 2014		6.00		6.00

~~The source~~(3) Exhibits ~~for the high and low closing bids quotations was www.otcmarkets.com.~~

The transfer agent for our common stock is Island Stock Transfer at 15500 Roosevelt Boulevard, Suite 301, Clearwater, Florida 33760.

Exhibit No.		Description
3.1		Articles of Incorporation of the Registrant (1)
3.2		Certificate of Amendment to the Articles of Incorporation (1)
3.3		Bylaws of the Registrant (1)
10.1		Share Exchange Agreement (1)
10.2		Consulting Services Agreement dated May 13, 2011 between Guangdong Xingbang and the WFOE (1)
10.3		Operating Agreement dated May 13, 2011 by and among Guangdong Xingbang, its stockholders and the WFOE (1)
10.4		Voting Rights Proxy Agreement dated May 13, 2011 by and among Guangdong Xingbang, its stockholders and the WFOE (1)
10.5		Equity Pledge Agreement dated May 13, 2011 by and among Guangdong Xingbang, its stockholders and the WFOE (1)
10.6		Option Agreement dated May 13, 2011 by and among Guangdong Xingbang, its stockholders and the WFOE (1)
10.7*		English Translation of Form of Franchise Agreement
10.8*		Labor Contract between China Xingbang Industry Group Inc. and Xiaohong Yao
10.9*		Labor Contract between China Xingbang Industry Group Inc. and Haigang Song
10.10		Director Agreement dated June 13, 2011 with Joseph Levinson (2)
10.11		Director Agreement dated June 13, 2011 with Gangxian Su (2)
10.12		Director Agreement dated June 13, 2011 with Xingzheng Tan (2)
10.13		Director Agreement dated June 13, 2011 with Fei Wu (2)
10.14*		Director Agreement dated June 1, 2011 with Xiaole Zhan
14.1		Code of Ethics adopted on June 15, 2011 (2)
21.1		List of Subsidiaries (4)
31.1*		Certification of CEO pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of CFO pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of the CEO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of the CFO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1		Audit Committee Charter adopted on June 15, 2011 (3)
99.2		Compensation Committee Charter adopted on June 15, 2011(3)
99.3		Nominating and Corporate Governance Committee Charter adopted on June 15, 2011(3)
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 Extension Presentation Linkbase Document

~~Holders~~* Filed herewith

~~As of~~** ~~December~~Furnished ~~31, 2014, there were approximately 139 stockholders of record of our common stock. There are no shares of our preferred stock outstanding at the date of this report.~~herewith

Dividends

(1)	Incorporated by reference to the Company’s Registration Statement on Form 10 (File Number 000-54429) filed on June 6, 2011.
(2)	Incorporated by reference to Amendment No. 1 to the Company’s Registration Statement on Form 10 filed on July 19, 2011.
(3)	Incorporated by reference to Post-Effective Amendment No. 1 to the Company’s Registration Statement on Form 10 filed on August 9, 2011.
(4)	Incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed on March 27, 2015.

Since inception, no dividends have been paid on the common stock. We intend to retain any earnings for use in our business activities, so it is not expected that any dividends on the common stock will be declared and paid in the foreseeable future. Although we intend to retain earnings, if any, to finance the exploration and growth of our business, our Board of Directors has the discretion to declare and pay dividends in the future. Payment of dividends in the future will depend upon the earnings, capital requirements, and other factors which the Board of Directors may deem relevant.22

29SIGNATURES

NoPursuant ~~Equity~~to the requirements ~~Compensation~~of ~~Plan~~Section 13 or 15(d) 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.

We do not have any equity compensation plans. Our Board of Directors may adopt one or more equity compensation plan in the future.

	China Xingbang Industry Group Inc.

Date: April 14, 2016	By:	/s/ Xiaohong Yao
		Xiaohong Yao, Chairman, President and Chief Executive Officer
		(Principal Executive Officer)

	By:	/s/ Haigang Song
		Haigang Song, Interim Chief Financial Officer
		(Principal Accounting and Financial Officer)

~~Recent~~Pursuant to the ~~Sales~~requirements of ~~Unregistered~~the Securities ~~and~~Exchange ~~use~~Act of ~~Proceeds~~1934, ~~from~~this ~~Unregistered~~report ~~Securities~~has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

None.

April 14, 2016		/s/ Xiaohong Yao
		Xiaohong Yao, Chairman, President and Chief Executive Officer (Principal Executive Officer)

April 14, 2016		/s/ Haigang Song
		Haigang Song, Interim Chief Financial Officer
		(Principal Financial and Accounting Officer)

April 14, 2016		/s/ Xiaole Zhan
		Xiaole Zhan, Director

April 14, 2016		/s/ Joseph Levinson
		Joseph Levinson, Director

April 14, 2016		/s/ Gangxian Su
		Gangxian Su, Director

April 14, 2016		/s/ Xingzheng Tan
		Xingzheng Tan, Director

April 14, 2016		/s/ Fei Wu
		Fei Wu, Director

~~Reports to Security Holders~~23

~~We file~~CHINA ~~annual,~~XINGBANG ~~quarterly~~INDUSTRY ~~and~~GROUP ~~current reports with the Securities and Exchange Commission, or SEC~~INC. The public may read and copy any materials filed with the Securities and Exchange Commission at the Securities and Exchange Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may also obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission. The address of that site is http://www.sec.gov.

~~ITEM 6. SELECTED~~CONSOLIDATED FINANCIAL ~~DATA~~STATEMENTS AS OF DECEMBER 31, 2015 AND 2014

~~As a “smaller reporting company,” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.~~CONTENTS

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Reports of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of December 31, 2015 and 2014	F-4
Consolidated Statements of Comprehensive Loss for the Years ended December 31, 2015 and 2014	F-5
Consolidated Statements of Stockholders’ Deficit for the Years ended December 31, 2015 and 2014	F-6
Consolidated Statements of Cash Flows for the Years ended December 31, 2015 and 2014	F-7
Notes to the Consolidated Financial Statements	F-8 - F-18

Management’s Discussion and Analysis of Financial Condition and Results of Operations, which we refer to as the MD&A, is intended to help the reader understand our Company, our operations and our present business environment. The MD&A is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and the accompanying notes.F-1

~~The following~~REPORT ~~discussion~~OF ~~and~~INDEPENDENT ~~analysis~~REGISTERED ofPUBLIC ~~our~~ACCOUNTING financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and related notes included elsewhere in this annual report on Form 10-K. Some of the information contained in this discussion and analysis constitutes forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed below and elsewhere in this annual report on Form 10-K particularly under “Special Note Regarding Forward-Looking Statements” and “Risk Factors.”FIRM

~~Unless~~To ~~otherwise specified, references to Notes to our consolidated financial statements are to~~ the ~~Notes~~Board ~~to our audited consolidated financial statements as~~ of ~~December~~Directors ~~31, 2014~~ and ~~2013 and for the years ended December 31, 2014 and 2013.~~

~~This discussion~~Stockholders ~~should be read in conjunction with the other sections~~ of ~~this~~China ~~10-K,~~Xingbang ~~including~~Industry ~~the related exhibits. The various sections of this discussion contain a number of forward-looking statements~~Group, ~~all of which are based on our current expectations and could be affected by the uncertainties and risk factors described throughout this 10-K~~Inc. ~~See “Item 1A. Risk Factors.” Our actual results may differ materially.~~

30We have audited the accompanying consolidated balance sheet of China Xingbang Industry Group, Inc. as of December 31, 2015, and the related consolidated statements of comprehensive loss, stockholders’ deficit, and cash flows for the year ended December 31, 2015. China Xingbang Industry Group, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

~~Overview~~We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

WeIn ~~were~~our ~~formed~~opinion, asthe afinancial ~~Nevada~~statements ~~corporation~~referred ~~on April 12, 2011~~ to ~~acquire~~above ~~operational~~present ~~control~~fairly, ~~over~~in ~~Guangdong~~all ~~Xingbang.~~material ~~Since~~respects, ~~foreign investors are restricted by~~ the ~~laws~~financial ~~and~~position ~~regulations~~ of ~~the People’s Republic of~~ China ~~to operate the media and e-commerce business~~ inXingbang ~~China~~Industry Group, weInc. ~~operate~~as ~~our business through ownership~~ of ~~the~~December ~~WFOE that provides management~~31, ~~consulting~~2015, ~~investment~~ and ~~technical services to Guangdong Xingbang. We do not own any direct equity interest in Guangdong Xingbang. In May 2011,~~ the ~~WFOE~~results ~~entered into~~of aits ~~series~~operations ofand ~~contractual~~its ~~arrangements~~cash ~~which~~flows ~~effectively~~for ~~give~~ the ~~WFOE~~year ~~operational control over Guangdong Xingbang despite~~ended ~~the~~December ~~lack of direct ownership. As a result of these contractual arrangements~~31, ~~we treat Guangdong Xingbang as a variable interest entity~~2015, orin ~~VIE,~~conformity ~~under~~with ~~U.S. generally accepted~~ accounting principles, ~~and~~generally weaccepted ~~have~~in ~~included~~the ~~its~~United ~~historical~~States ~~financial~~of ~~results in our consolidated financial statements~~America.

~~Our subsidiaries,~~The ~~Xingbang~~accompanying ~~NV,~~consolidated ~~Xingbang~~financial ~~BVI~~statements ~~and~~have ~~Xingbang~~been HKprepared ~~are~~assuming ~~holding~~that ~~companies~~the ~~which~~Company dowill ~~not~~continue ~~have~~as ~~any~~a ~~operations~~going orconcern. As ~~own~~disclosed ~~any~~in ~~assets~~Note ~~except~~2 ~~for~~to the consolidated financial statements, the Company’s operations resulted in a net loss of $8,366,699 ~~ownership~~and used cash in operations of $4,925,650 for the ~~WFOE~~year ended December 31, 2015. ~~Guangdong~~ ~~Xingbang~~As ~~and~~of ~~WFOE~~December ~~each~~31, ~~own~~2015, ~~50%~~the Company had an unappropriated accumulated deficit of ~~the~~$16,867,141, ~~equity~~a ~~interest~~stockholders’ deficit of ~~Xinyu~~$15,088,039, ~~Xingbang. The~~and ~~only~~a working capital deficiency of $15,786,655. ~~current~~In ~~operation~~the course of its development activities, the ~~WFOE~~Company iscontinues to ~~provide~~sustain ~~consulting~~losses. ~~and~~These ~~management~~factors, ~~services~~among others, raise substantial doubt about the Company’s ability to ~~Guangdong~~continue ~~Xingbang~~as a going concern. ~~Currently,~~ weManagement’s ~~rely~~plans onin regards to these matters are ~~results~~described ofin ~~operations~~Note 2. The financial statements do not include any adjustments that might result from the outcome of ~~Xinyu~~this ~~Xingbang~~uncertainty.

~~We generated revenue of $37~~Hackensack,~~518~~ ~~and $19,853 for our fiscal year ended 2014 and 2013 respectively representing an increase of 89%.~~NJ ~~During~~April ~~2014~~14, we had one revenue stream which is e-commerce related services. Our revenue from providing e-commerce related services was $37,518 and $0 in 2014 and 2013, representing an increase of 100% as we started generating revenue from our e-commerce business. Advertising and consulting revenue were discontinued in 2013 as a result of the change of our business model to focus on revamping our e-commerce business.2016

31F-2

~~Results of~~REPORT ~~Operations~~OF —INDEPENDENT ~~Year~~REGISTERED ~~Ended~~PUBLIC ~~December~~ACCOUNTING ~~31, 2014 Compared to Year Ended December 31, 2013~~FIRM

~~The~~To ~~following table presents, for~~ the ~~years~~Board ~~indicated,~~of ~~our~~Directors ~~consolidated~~and ~~statements~~Stockholders of ~~operations information.~~:

	Years ended December 31
	2014			2013
REVENUE
Advertising	$	-		$	10,093
Consulting service		-			9,760
E-commerce		37,518			-
Total revenue		37,518			19,853
COST OF REVENUE
Advertising		-			64,319
Consulting service		-			79,058
E-commerce		1,278,142			404,784
Total cost of revenue		1,278,142			548,161
GROSS LOSS		(1,240,624	)		(528,308	)
OPERATING EXPENSES
Selling expenses		1,256,725			499,986
General and administrative expenses		903,093			1,447,095
Impairment of website development cost		-			505,624
Depreciation - property and equipment		111,003			116,387
Total Operating Expenses, net		2,270,821			2,569,092
NET LOSS FROM OPERATIONS		(3,511,445	)		(3,097,400	)
OTHER INCOME (EXPENSES)
Interest income		1,609			1,205
Other income		37,865			55,098
Other expenses		(2,866	)		(7,747	)
Gain (loss) on disposal of property and equipment, net		618			(146,415	)
Total Other Income (Expenses), net		37,226			(97,859	)
NET LOSS BEFORE TAXES		(3,474,219	)		(3,195,259	)
Income tax expense		-			-
NET LOSS		(3,474,219	)		(3,195,259	)
OTHER COMPREHENSIVE GAIN/(LOSS)
Foreign currency translation gain (loss)		117,859			(69,621	)
COMPREHENSIVE LOSS	$	(3,356,360	)	$	(3,264,880	)
Net loss per share - basic and diluted	$	(0.04	)	$	(0.04	)
Weighted average number of shares outstanding during the year - basic and diluted		81,244,000			81,244,000

China Xingbang Industry Group Inc.

32We have audited the accompanying consolidated balance sheets of China Xingbang Industry Group Inc. and subsidiaries and variable interest entities, as of December 31, 2014 and 2013 and the related statements of operations and comprehensive loss, stockholders' deficit and cash flows for the years ended December 31, 2014 and 2013. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

~~Revenue~~We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

~~During the~~In ~~year~~our ~~ended December 31~~opinion, ~~2014,~~the weconsolidated ~~had~~financial statements ~~total~~referred ~~revenue~~to ofabove ~~$37~~present fairly,~~518,~~ in all ofmaterial ~~which~~respects, ~~was~~the ~~attributable~~financial toposition ~~revenue~~of ~~generated~~China ~~from~~Xingbang ~~e-commerce related~~Industry ~~services~~Group Inc. ~~During~~and ~~the~~subsidiaries ~~year~~and ~~ended~~variable ~~December~~interest 31entities, ~~2013,~~as ~~we had total revenue~~ of ~~$19,853.~~December ~~Of this~~31, ~~$10,093~~2014 ~~was attributable to revenue generated from advertising,~~ and $92013,~~760~~ ~~was~~the ~~attributable~~results toof ~~consulting~~its ~~services~~operations ~~rendered.~~and ~~The~~its ~~increase of $17,665 or~~cash ~~approximately~~flows ~~88.98%~~for ~~was mainly revenue generated from our e-commerce business. During~~ the ~~year~~years ended December 31, 2014, ~~the~~and ~~Company earned~~2013 ~~$22,208~~in ~~from~~conformity ~~service~~with ~~flagship~~accounting ~~stores~~principles ~~and~~generally ~~$15,310~~accepted ~~from~~in ~~Media~~the ~~Integrated~~United States ~~Advertising~~of ~~Communication Package~~America.

~~Cost~~The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company’s operations resulted in a net loss of ~~revenue~~$3,474,219 and used cash in operations of $2,485,774 for the year ended December 31, 2014. As of December 31, 2014, the Company had an unappropriated accumulated deficit of $8,500,442 and a working capital deficiency of $7,982,920. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans concerning this matter are also described in Note 3. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Cost of~~/s/ ~~revenue~~BAKER ~~historically~~TILLY ~~comprised~~HONG ofKONG printing cost, editorial fee, agent fee, salaries of consulting service providers, amortization of website development costs, salaries of website administrators, commission paid to technical service stations, service fee paid for Media Integrated Advertising Communication Package and business tax relating to advertising and service rendered. However, due to the shift of business focus, the only cost of revenue in 2014 is the cost related to e-commerce.LIMITED

~~Cost of~~Certified ~~revenue~~Public for the year ended December 31, 2014 was $1,278,142, compared to $548,161 for the year ended December 31, 2013, an increase of $729,981, or approximately 133.17%. The reason for the increase was mainly due to discontinued operation of advertising and consulting business and the increase in salary of website administrators, commission fees to technical service stations and service fee paid for Media Integrated Advertising Communication Package relating to e-commerce business. Accountants

~~Gross Loss~~Hong Kong

~~Gross~~March ~~loss was $1~~27,~~240,624 in~~ 2014, an increase of $712,316, or approximately 134.83%, compared to gross loss of $528,308 in 2013. The increase was mainly due to the increase in cost of e-commerce business, as well as the decrease in cost of advertising and consulting business.2015

~~Operating expenses~~F-2

~~Operating expenses~~CHINA ~~consist~~XINGBANG ofINDUSTRY ~~selling,~~GROUP ~~general and administrative expense, impairment of website development cost and depreciation~~INC.

~~Operating expenses~~CONSOLIDATED ~~for~~BALANCE the year ended December 31, 2014 were $2,270,821, mainly composed of $1,256,725 in selling expenses, $903,093 in general and administrative expenses, and $ 111,003 in depreciation. Operating expenses for the year ended December 31, 2013 were $2,569,092, mainly composed of $499,986 in selling expenses, $1,447,095 in general and administrative expenses, $505,624 in impairment of website development cost, and $116,387 in depreciation. The decrease in operating expenses from the year ended December 31, 2014 to 2013 was $298,271, or approximately 11.61%. The decrease was mainly due to the decrease in impairment of website development cost and rental expense and increase in information technology expenses. SHEETS

Other income (expenses), net

	As of December 31,
	2015			2014

ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	28,781		$	198,744
Accounts receivable, net		15,437			16,117
Prepaid expenses and other current assets		312,911			262,668
Total Current Assets		357,129			477,529

PROPERTY AND EQUIPMENT, NET		698,616			703,951
TOTAL ASSETS	$	1,055,745		$	1,181,480

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Other payables and accrued expenses	$	4,706,282		$	1,675,424
Due to stockholders		1,808,421			1,611,708
Due to related companies		9,629,081			5,173,317
Total Current Liabilities		16,143,784			8,460,449

COMMITMENTS AND CONTINGENCIES		-			-

STOCKHOLDERS' DEFICIT
Preferred stock ($0.001 par value, 60,000,000 shares authorized, no shares issued as of December 31, 2015 and 2014)		-			-
Common stock ($0.001 par value, 300,000,000 shares authorized and 81,244,000 shares issued and outstanding as of December 31, 2015 and 2014 respectively)		81,244			81,244
Additional paid-in capital		959,330			959,330
Unappropriated accumulated deficit		(16,867,141	)		(8,500,442	)
Appropriated retained earnings		72,493			72,493
Accumulated other comprehensive income		666,035			108,406
Total Stockholders' Deficit		(15,088,039	)		(7,278,969	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	1,055,745		$	1,181,480

~~Other~~The ~~income~~accompanying ~~(expenses),~~notes ~~net,~~are ~~consists~~an ~~mainly~~integral ofpart ~~net~~ of ~~interest~~these ~~income,~~consolidated ~~other~~financial ~~income, other expenses and gain (loss) on disposal of property and equipment, net~~statements.

Other income, net, for the year ended December 31, 2014 was $ 37,226 compared to other expense, net, $97,859 for the year ended December 31, 2013, a decrease of $ 135,085 or approximately 138.04%. The decrease in other income (expense), net, was primarily due to the decrease in loss on disposal of property and equipment, which was $147,033, or 100.42%. There was a gain on disposal of property and equipment of $ 618 in 2014 but a net loss of 146,415 was incurred in 2013. On December 31, 2013, Xinyu Xingbang and Xinyu Industry agreed upon the termination of the lease agreement of the showrooms. The leasehold improvement for the showrooms was wholly relinquished by Xinyu Xingbang in order to offset the amount due to Xinyu Industry arose from the rental of showrooms, resulting in a loss on disposal with $151,055 in 2013.F-3

~~Income tax~~CHINA ~~expense~~XINGBANG INDUSTRY GROUP INC.

~~Income tax~~CONSOLIDATED ~~expenses~~STATEMENTS ~~were~~OF ~~$0 for the years ended December 31, 2014 and 2013.~~COMPREHENSIVE LOSS

	Years ended December 31,
	2015			2014

REVENUE
E-commerce	$	538,734		$	37,518
Total revenue		538,734			37,518

COST OF REVENUE
E-commerce		4,051,890			1,278,142
Total cost of revenue		4,051,890			1,278,142

GROSS LOSS		(3,513,156	)		(1,240,624	)

OPERATING EXPENSES
Selling expenses		3,179,485			1,256,725
General and administrative expenses		1,467,283			903,093
Depreciation - property and equipment		183,178			111,003
Total operating expenses, net		4,829,946			2,270,821

LOSS FROM OPERATIONS		(8,343,102	)		(3,511,445	)

OTHER INCOME (EXPENSES)
Interest income		460			1,609
Other income		42,164			37,865
Other expenses		(64,524	)		(2,866	)
Gain (loss) on disposal of property and equipment, net		(1,697	)		618
Total other income (expenses), net		(23,597	)		37,226

LOSS BEFORE INCOME TAXES		(8,366,699	)		(3,474,219	)

Income tax expense		-			-

NET LOSS		(8,366,699	)		(3,474,219	)

OTHER COMPREHENSIVE INCOME
Foreign currency translation gain		557,629			117,859

COMPREHENSIVE LOSS	$	(7,809,070	)	$	(3,356,360	)

Net loss per share
- basic and diluted	$	(0.10	)	$	(0.04	)

Weighted average number of shares outstanding during the year
- basic and diluted		81,244,000			81,244,000

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

~~Net loss was $3,474,219 for the year ended December 31, 2014, and net loss was $3,195,259 for the year ended December 31, 2013. The increase was mainly the result of an increase in cost of e~~F-~~commerce business and decrease in operating expenses and other expenses.~~4

~~Other comprehensive~~CHINA ~~gain/(loss)~~XINGBANG INDUSTRY GROUP INC.

~~Other comprehensive~~CONSOLIDATED ~~gain~~STATEMENTS ~~was~~OF ~~$ 117,859 for the year ended December 31, 2014. Other comprehensive loss was $69,621 for the year ended~~STOCKHOLDERS’ ~~December 31, 2013. The change of foreign currency translation gains was primarily caused by the fluctuation in the RMB to U.S. dollar exchange rate in 2014 compared to 2013.~~DEFICIT

Liquidity and Capital Resources

												Accumulated
	Common stock				Additional		Unappropriated			Appropriated		other
	Number of				paid-in		accumulated			retained		comprehensive
	shares		Amount		capital		deficit			earnings		income (loss)			Total

Balance at December 31, 2013		81,244,000	$	81,244	$	959,330	$	(5,026,223	)	$	72,493	$	(9,453	)	$	(3,922,609	)
Net loss		-		-		-		(3,474,219	)		-		-			(3,474,219	)
Foreign currency translation gain		-		-		-		-			-		117,859			117,859
Balance at December 31, 2014		81,244,000		81,244		959,330		(8,500,442	)		72,493		108,406			(7,278,969	)
Net loss		-		-		-		(8,366,699	)		-		-			(8,366,699	)
Foreign currency translation gain		-		-		-		-			-		557,629			557,629
Balance at December 31, 2015		81,244,000	$	81,244	$	959,330	$	(16,867,141	)	$	72,493	$	666,035		$	(15,088,039	)

~~Cash~~The ~~and~~accompanying ~~cash~~notes ~~equivalents~~are an integral part of these consolidated financial statements.

Cash and cash equivalents consist primarily of cash on hand and demand deposits at banks. We had $198,744 and $284,001 of cash and cash equivalents on hand as of December 31, 2014 and 2013 respectively. There was a decrease of $85,257 in our cash and cash equivalents from December 31, 2013 to December 31, 2014.F-5

~~The~~CHINA ~~decrease~~XINGBANG inINDUSTRY ~~our~~GROUP cash and cash equivalents from December 31, 2013 to December 31, 2014 was largely attributable to an increase in net cash used in operating activities, increase in net cash used in investing activities, and increase in cash provided by financing activities, which was $843,066, $193,448 and $878,773 respectively, on a period-to-period basisINC.

~~We require~~CONSOLIDATED ~~cash~~STATEMENTS ~~for~~OF ~~working~~CASH capital, capital expenditures, repayment of debt, salaries, commissions and related benefits and other operating expenses and income taxes. We expect that our working capital needs will increase for the foreseeable future, as we continue to develop and grow our business. See “Business — General.” For 2015, we are estimating a cash inflow of approximately $3 million and an outflow of approximately $3 million as we are starting to generate revenue from e-commerce platform.FLOWS

The following table summarizes our cash flows for the years ended December 31, 2014 and 2013:

	Years ended December 31,
	2015			2014

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(8,366,699	)	$	(3,474,219	)
Adjusted to reconcile net loss to cash used in operating activities:
Depreciation - property and equipment		183,178			111,003
Bad debt provision		77,374			-
Loss (gain) on disposal of property and equipment, net		1,697			(618	)
Changes in operating assets and liabilities
Accounts receivable		-			(16,228	)
Prepaid expenses and other current assets		(140,512	)		(234,235	)
Other payables and accrued expenses		3,195,162			1,068,712
Accrued rent payable to a related company		32,470			59,811
Accrued rent payable to a stockholder		91,680			-
Net cash used in operating activities		(4,925,650	)		(2,485,774	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(210,428	)		(501,705	)
Proceeds from disposals of property and equipment		442			3,499
Net cash used in investing activities		(209,986	)		(498,206	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related companies		4,786,620			3,087,602
Proceeds from (repayment to) stockholders		181,226			(181,110	)
Net cash provided by financing activities		4,967,846			2,906,492

EFFECT OF EXCHANGE RATES ON CASH		(2,173	)		(7,769	)

NET DECREASE IN CASH AND CASH EQUIVALENTS		(169,963	)		(85,257	)

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR		198,744			284,001

CASH AND CASH EQUIVALENTS AT END OF YEAR	$	28,781		$	198,744

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Cash paid for interest expenses	$	-		$	-
Cash paid for income tax	$	-		$	-

	2014			2013
Net cash used in operating activities	$	(2,485,774	)	$	(1,642,708	)
Net cash used in investing activities	$	(498,206	)	$	(304,758	)
Net cash provided by financing activities	$	2,906,492		$	2,027,719

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

Net Cash Used in Operating Activities. Net cash used in operating activities was $2,485,774 for the year ended December 31, 2014, and net cash used in operating activities was $1,642,708 for the year ended December 31, 2013. The most significant items affecting the comparison of our operating cash flow for the years ended December 31, 2014 and 2013 are summarized below:F-6

●CHINA ~~Increase~~XINGBANG inINDUSTRY ~~cash~~GROUP loss from operations - Our net loss from operations, excluding depreciation, amortization, impairment of website development cost and net gain (loss) on disposal of property and equipment, increased by $1,051,962 on a period-to-period basis, from cash loss of $2,311,872 for the year ended December 31, 2013 to $3,363,834 for the year ended December 31, 2014, which negatively impacted our cash flows from operationsINC. The increase in cash loss from operations was mainly due to the increase in salaries of website administrators in cost of e-commerce and information technology expenses in selling expenses from 2013 to 2014.

●NOTES ~~Increase~~TO inTHE ~~other~~CONSOLIDATED ~~payables~~FINANCIAL and accrued expenses - The increase in other payables and accrued expenses was $1,068,712 during the year ended December 31, 2014, while it decreased by $74,462 for the year ended in 2013. The reason for the increase was that we are generating e-commerce revenue in 2014. According to contracts, customers need to pay deposits for online flagships and service payment made in advance. During the year 2014, over 612 customers have paid deposits, bringing huge increase in receipt in advance and deposits received from customers.STATEMENTS

341. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

~~Net Cash~~(A) Used in Investing Activities. Our investing activities for the year ended December 31, 2014 used cash of $498,206. Our investing activities for the year ended December 31, 2013 used cash of $304,758. The increase in cash used in investing activities was largely caused by the increase of $360,304 in purchase of property and equipment, and decrease of $168,685 in payments for website development cost respectively, on a period-to-period basis.Organization

~~Net~~China ~~Cash~~Xingbang ~~Provided by Financing~~Industry ~~Activities~~Group Inc. ~~Net~~ ~~cash~~(“Xingbang ~~provided~~NV” byor ~~financing activities was $2,906,492 for~~ the ~~year~~“Company”) ~~ended December 31, 2014 and $2,027,719 for the year ended December 31, 2013 respectively. The increase~~ was ~~mainly~~incorporated ~~due to the increase~~ in ~~advances~~Nevada ~~from~~on ~~related~~April ~~companies for $1~~12,~~553,250~~ ~~and~~2011 ~~the~~as ~~increase~~a inholding ~~repayments to related companies for $493,367~~company.

~~Capital~~Xing Bang Industry Group ~~Resources~~Limited (“Xingbang BVI”) was incorporated in the British Virgin Islands (“BVI”) on March 24, 2011 as a holding company and is wholly owned by Xingbang NV.

WeChina Group Purchase Alliance ~~had~~Limited a(“Xingbang ~~negative~~HK”) ~~working~~was ~~capital~~incorporated ofin ~~$7,982,920~~Hong ~~and~~Kong $4on August 5,~~249,349~~ 2008 as ofa ~~December~~holding ~~31,~~company ~~2014~~ and ~~2013~~is ~~respectively.~~wholly ~~The~~owned ~~reason~~by Xingbang ~~for~~BVI. ~~the increase~~Xingbang ~~from~~HK ~~December~~established ~~31,~~Guangzhou ~~2013~~Xingbang toInformation ~~December~~Consulting 31Co., ~~2014~~Ltd., ~~was~~a ~~primarily~~wholly ~~due~~foreign toowned enterprise (the “WFOE”), ~~effect~~on ofMay ~~increase~~12, 2011 in ~~amounts~~the ~~due~~People’s Republic of China (“PRC”) to ~~related~~provide ~~companies~~consulting, investment ~~other~~and ~~payables~~technical ~~and~~services ~~accrued~~to ~~expenses~~Guangdong ~~and~~Xingbang ~~property~~Industry ~~and~~Information ~~equipment~~& Media Co., Ltd. (“Guangdong Xingbang”).

~~Under the VIE Agreements,~~ Guangdong Xingbang ~~pays~~was incorporated in the ~~WFOE~~PRC aon ~~consulting~~January ~~service fee~~17, ~~payable~~2005 inas ~~RMB~~a ~~each~~limited ~~quarter,~~liability ~~equivalent~~company. toGuangdong ~~all of~~Xingbang ~~its~~is ~~net~~a ~~income~~print ~~for~~media ~~such~~operator ~~quarter~~serving the ~~based~~home onfurnishing ~~its~~industry ~~quarterly financial statements, prepared~~ in ~~accordance with generally accepted accounting principles of~~ the PRC. ~~The~~Guangdong ~~WFOE~~Xingbang ~~then~~also ~~may~~provides ~~transfer~~marketing ~~the~~consulting ~~cash~~services ~~payment~~ to ~~the~~clients ~~offshore~~in ~~holding~~the ~~companies (Xingbang HK,~~home ~~Xingbang~~furnishing ~~BVI~~industry and ~~Xingbang~~local ~~NV)~~government ~~via~~in ~~dividend~~the ~~payment, after deduction of relevant taxes~~PRC. If weStarting ~~obtain~~from ~~funds~~August ~~through financing in the US~~2011, Guangdong Xingbang HKbegan ~~may~~to ~~invest~~provide ~~in the WFOE. It is generally prohibited for PRC resident enterprises~~e-commerce services, ~~including~~namely ~~foreign owned~~B2B2C ~~entities~~(Business-to-Business-to-Consumer), to ~~make~~manufacturers ~~inter-company~~and ~~loans. However~~distributors, ~~management~~and ~~believes~~brick-and-mortar itstores is located in ~~compliance~~different ~~with~~parts ~~the~~of ~~current PRC law for~~ the ~~WFOE~~ ~~to deposit the funds into a~~ PRC ~~bank~~through ~~account~~an ~~and~~e-commerce ~~request~~platform, ~~the~~referred ~~PRC bank~~ to ~~lend~~as ~~the~~ju51 ~~funds~~Mall, todeveloped by Guangdong Xingbang.

WeXinyu Xingbang Information ~~are~~Industry aCo., ~~holding~~Ltd ~~company~~(“Xinyu ~~with~~Xingbang”) nowas ~~significant~~incorporated ~~revenue-generating~~in ~~operations~~the ofPRC ~~our~~on ~~own~~June 11, ~~and~~2012 ~~thus~~for ~~any~~the ~~cash~~purpose ~~flows~~of ~~from~~continuing ~~operations are~~the ~~and~~business ~~will~~of beGuangdong ~~generated~~Xingbang byas ~~Xinyu~~Guangdong Xingbang ~~and~~winds ~~Guangdong~~down ~~Xingbang~~its operations. ~~Although~~Pursuant ~~there~~to ~~are~~the ~~negative~~Articles ~~cash~~of ~~flows~~Associations ~~from~~of ~~operations~~Xinyu Xingbang, ~~the~~Guangdong ~~stockholders~~ Xingbang and ~~related~~the ~~companies~~WFOE ~~agreed~~each toinvested ~~lend~~$787,030 ~~more~~(RMB ~~funds~~5,000,000) toin ~~the~~Xinyu ~~Company~~Xingbang asand ~~needed~~each ~~for~~owns ~~management~~50% toof ~~execute~~the ~~its~~equity interest ~~business~~of ~~plan~~Xinyu ~~for~~Xingbang. atUnder ~~least~~ the ~~next~~Xinyu ~~twelve~~Xingbang ~~months.~~Articles ~~The~~of Association, the WFOE’s ~~ability~~is entitled to ~~make~~appoint ~~loans~~the orsole ~~pay~~director and ~~dividends~~all ~~are~~members ~~restricted~~of ~~under~~the ~~PRC~~management ~~law~~team ~~and~~of ~~may~~Xinyu beXingbang ~~restricted under~~and the ~~terms~~WFOE ofis ~~future~~entitled ~~indebtedness,~~to ~~its~~receive ~~governing~~99.99% ~~documents~~of orXinyu ~~other~~Xingbang’s ~~agreements~~net profit. Based ~~upon~~on the ~~cash~~relevant onPRC ~~hand~~regulations, ~~anticipated cash~~an toInternet beContent ~~received~~Provider ~~from~~license, ~~our~~or ~~operations~~ICP ~~and~~license, ~~the~~issued ~~expected~~by ~~availability~~the Chinese Ministry of ~~cash~~Industry ~~from~~and ~~Guangdong~~Information ~~Xingbang’s~~Technology, ~~stockholders~~is ~~and related~~required ~~companies,~~for weXinyu ~~believe~~Xingbang ~~that~~to ~~our~~conduct ~~sources~~business ofas ~~liquidity~~currently ~~will~~contemplated. In order to be ~~sufficient~~granted tothe ~~enable~~ICP uslicense, toforeign ~~meet~~investor’s ~~our~~ownership ~~cash~~of ~~needs~~Xinyu ~~for~~Xingbang atcannot ~~least~~exceed 50%. Xinyu Xingbang obtained ~~the~~its ~~next~~ICP 12license ~~months~~in February 2013. ~~Nevertheless,~~ ~~our~~Guangdong ~~liquidity~~Xingbang ~~and~~which ~~capital~~does ~~position~~not ~~could~~have beany ~~adversely~~revenue ~~affected~~generating ~~by:~~operations will continue its corporate existence to hold the equity interest in Xinyu Xingbang.

●Pursuant ~~Loss~~to (i) a series of ~~revenue~~contractual ~~from~~arrangements between the ~~ju51~~WFOE, ~~Online~~Guangdong ~~Mall;~~Xingbang and all the stockholders of Guangdong Xingbang (ii) the share exchange agreement between Xingbang NV, Xingbang BVI and all the stockholders of Xingbang BVI, and (iii) the WFOE’s 50% equity ownership of Xinyu Xingbang, the results of all these entities are consolidated together. Since they are under common control, the contractual arrangements and share exchange were accounted for as a reorganization of entities under common control .

~~● Guangdong Xingbang’s delay or discontinuance of payment of consulting fees under the VIE agreements;~~F-7

●(B) ~~Any~~Principles ~~change~~ of ~~policy on accounts receivable;~~consolidation

● The ~~enactment~~accompanying consolidated financial statements includes China Xingbang Industry Group Inc., its subsidiaries and variable interest entities (“VIEs”) (collectively the “Group”) and have been prepared in accordance with generally accepted accounting principles in the United States of ~~new~~America ~~laws~~(“GAAP”) and pursuant to the rules and regulations; of the U.S. Securities and Exchange Commission (“SEC”).

●All ~~Our~~significant ~~inability~~inter-company accounts toand ~~grow~~transactions ~~our~~have ~~business~~been aseliminated wein ~~anticipate by expanding our operation of the new e-commerce business;~~consolidation.

~~● Any other changes in the cost structure of our underlying business model; and~~Reclassification

●Certain ~~Any~~amounts offor ~~the~~prior periods ~~other~~have ~~risks~~been ~~and~~reclassified ~~uncertainties~~to ~~described~~conform into ~~“Item~~the ~~1A.~~current ~~Risk~~period ~~Factors~~presentation.”

~~Debt Obligations~~(C) Use of estimates

The preparation of the ~~following~~financial isstatements ain ~~summary~~conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts ~~outstanding~~of ~~under~~revenues ~~our~~and ~~debt~~expenses ~~obligations~~during asthe reporting period. Actual results could differ from those estimates. Significant accounting estimates reflected in the Company’s consolidated financial statements include: the estimated useful lives and impairment of ~~December~~property, 31equipment, ~~2014~~and intangible assets and ~~2013~~valuation of deferred tax assets.

	2014		2013
Due to related companies	$	5,173,317	$	2,098,552
Due to stockholders		1,611,708		1,836,232
	$	6,785,025	$	3,934,784

(D)	Cash and cash equivalents

35Cash and cash equivalents including cash on hand and deposits placed with banks or other financial institutions, which are unrestricted as to withdrawal and use and with an original maturity of three months or less.

~~Due~~The Company maintains cash with financial institutions in the People’s Republic of China (“PRC”) which are not insured or otherwise protected. Should any of these institutions holding the Company’s cash become insolvent, or if the Company is unable to ~~related~~withdraw funds for any reason, the Company could lose the ~~companies~~cash on deposit with that institution. The Company believes the probability of a bank failure, causing loss to the Company, is remote.

AsFor purpose of the statements of ~~December~~cash 31flows, ~~2014~~cash and ~~2013,~~cash ~~Xinyu~~equivalents ~~Xingbang~~include ~~owed~~cash ~~$65,760~~on hand and ~~$33,698~~demand ~~respectively~~deposits towith ~~Xinyu~~banks ~~Industry~~with ~~for~~a ~~rental~~maturity ~~expense~~ of ~~office used~~less bythan ~~Xinyu Xingbang~~three months. ~~The amount due is unsecured, interest free and repayable on demand.~~

~~As of~~(E) ~~December~~Variable ~~31, 2014 and 2013, Xinyu Xingbang owed $14,506 and $0 respectively to Zhongxing Decoration, for service fee paid for Media Integrated Advertising Communication Package. The amount due is unsecured,~~ interest ~~free and repayable on demand.~~entity

~~As of~~In ~~December~~accordance 31with Accounting Standards Codification, ~~2014~~or ~~and~~ASC ~~2013~~810, ~~Xinyu~~the ~~Xingbang~~Company ~~owed~~analyzes ~~$60~~its ~~and~~variable $0interests ~~respectively~~including toits ~~Zhongxing~~equity ~~Decoration,~~investments. The ~~for~~Company determines ~~staff~~its ~~housing~~interests ~~fund~~in potential VIEs and ~~social~~ ~~insurance~~then ~~paid~~assesses onwhether ~~behalf~~the Company is the primary beneficiary of ~~Xinyu~~each ~~Xingbang~~VIE. If the ~~The~~Company ~~amount~~determines ~~due~~it is ~~unsecured~~the primary beneficiary of a VIE, ~~interest~~the ~~free~~Company consolidates its assets, liabilities, results of operations and ~~repayable~~cash onflows. If ~~demand~~the Company is not the primary beneficiary, the Company accounts for such interests using other applicable GAAP.

~~On January~~(F) 3,Property ~~2013, Guangdong Xingbang entered into a loan agreement with Xinyu Industry, with an amount of RMB1,000,000. The loan is interest free~~ and unsecured with a loan period started on January 5, 2013 and became due on January 4, 2014. On January 3, 2014 and January 4, 2015, the loan agreement with Xinyu Industry was renewed with the same terms and a renewed due date of January 4, 2016. The use of this loan is solely for the general and administrative operations of Guangdong Xingbang. As of December 31, 2014 and 2013, Guangdong Xingbang owed $161,171 and $165,189 respectively to Xinyu Industry for the relevant loan.equipment

OnProperty ~~January 10, 2013, Xinyu Xingbang entered into a loan agreement with Xinyu Industry, with an amount of RMB5,000,000. The loan is interest free~~ and ~~unsecured~~equipment ~~with~~are astated ~~loan~~at ~~period started on January 15~~cost, ~~2013~~less ~~and~~accumulated ~~became due on January 14, 2014~~depreciation. Expenditures ~~On January 10, 2014, the loan agreement with Xinyu Industry was renewed with the same terms and a renewed due date of January 14, 2015. The use of this loan is only~~ for ~~the operation of Xinyu Xingbang. RMB3~~additions,~~000,000~~ ~~was~~major ~~repaid~~renewals ~~on December 3, 2014. On January 14, 2015, the loan agreement with Xinyu Industry was renewed with an amount of RMB2,000,000, the same terms~~ and abetterments ~~renewed~~are ~~due date of January 14, 2016. As of December 31, 2014~~capitalized and ~~2013,~~expenditures ~~Xinyu~~for ~~Xingbang~~maintenance ~~owed $322,341~~ and ~~$825,942~~repairs ~~respectively~~are charged to ~~Xinyu~~expense ~~Industry~~as ~~for the relevant loan~~incurred.

~~On May~~Depreciation ~~30, 2013, Guangdong Xingbang entered into a loan agreement with Xinyu Industry, with an amount of RMB500,000. The loan~~ is provided ~~interest~~on ~~free and unsecured with~~ a ~~loan~~straight-line ~~period started on June 6~~basis, ~~2013~~less ~~and~~estimated isresidual ~~due~~value onover ~~June 5, 2014. On July 30, 2014,~~ the ~~loan was~~assets’ ~~renewed~~estimated ~~with~~useful ~~the same terms and a renewed due date of June 5, 2015~~lives. The ~~use of this loan is only for the operation of Guangdong~~estimated ~~Xingbang.~~useful Aslives ofare ~~December~~as ~~31, 2014 and 2013, Guangdong Xingbang owed $80,585 and $82,594 respectively to Xinyu Industry for the relevant loan.~~follows:

On July 25, 2013, Guangdong Xingbang entered into a loan agreement with Xinyu Industry, with an amount of RMB500,000. The loan is interest free and unsecured with a loan period started on July 31, 2013 and was due on July 30, 2014. On July 30, 2014, the loan was renewed with the same terms and a renewed due date of July 30, 2015. The use of this loan is only for the operation of Guangdong Xingbang. As of December 31, 2014 and 2013, Guangdong Xingbang owed $80,585 and $82,594 respectively to Xinyu Industry for the relevant loan.

Leasehold improvements	10 years (or the lease term, if shorter)
Motor vehicles	5 years
Office equipment	5 years

On September 5, 2013, Guangdong Xingbang entered into a loan agreement with Xinyu Industry, with an amount of RMB500,000. The loan is interest free and unsecured with a loan period started on September 10, 2013 and was due on September 10, 2014. On September 9, 2014, the loan agreement with Xinyu Industry was renewed with the same terms and a renewed due date of September 9, 2015. The use of this loan is only for the operation of Guangdong Xingbang. As of December 31, 2014 and 2013, Guangdong Xingbang owed $80,585 and $82,594 respectively to Xinyu Industry for the relevant loan.F-8

36(G) Long-lived assets

~~On September~~According 5,to ~~2013,~~paragraph 360-10-35-17 ~~Xinyu~~of ~~Xingbang~~the ~~entered~~ASC, all ~~into~~long-lived aassets, ~~loan~~including ~~agreement~~property ~~with~~and ~~Xinyu Industry~~equipment, ~~with~~are anreviewed ~~amount~~for ofimpairment ~~RMB500,000.~~whenever ~~The loan is~~events ~~interest~~or ~~free~~changes ~~and~~in ~~unsecured~~business ~~with~~circumstances aindicate ~~loan~~that ~~period~~the ~~started~~carrying onamount ~~September~~of ~~12,~~the ~~2013~~assets ~~and~~may ~~was~~not ~~due~~be onfully ~~September 11, 2014~~recoverable. OnIf ~~September~~impairment is 11indicated, ~~2014,~~ ~~the~~we ~~loan~~reduce ~~agreement~~the ~~with~~carrying ~~Xinyu~~value ~~Industry~~of ~~was renewed with~~ the ~~same~~asset ~~terms~~to ~~and~~fair ~~a renewed due date of September 11, 2015~~value. ~~The use~~Fair ofvalue ~~this~~would ~~loan~~be isdetermined ~~only~~by ~~for~~ the ~~operation~~use of ~~Xinyu Xingbang. As of December 31~~appraisals, discounted ~~2014~~cash ~~and~~flow ~~2013,~~analyses ~~Xinyu~~or ~~Xingbang~~comparable ~~owed~~fair ~~$80,585~~values ~~and $82,594~~of ~~respectively~~similar ~~to Xinyu Industry for the relevant loan~~assets.

~~On December~~(H) 8,Fair ~~2013,~~value ~~Guangdong Xingbang entered into a loan agreement with Xinyu Industry, with an amount~~ of ~~RMB500,000.~~financial The loan is interest free and unsecured with a loan period started on December 12, 2013 and is due on December 11, 2014. On December 12, 2014, the loan agreement with Xinyu Industry was renewed with the same terms and a renewed due date of December 11, 2015. The use of this loan is only for the operation of Guangdong Xingbang. As of December 31, 2014 and 2013, Guangdong Xingbang owed $80,585 and $82,594 respectively to Xinyu Industry for the relevant loan.instruments

OnASC ~~December~~820 8,Fair ~~2013,~~Value ~~Xinyu~~Measurements ~~Xingbang~~and ~~entered~~Disclosures ~~into~~define afair ~~loan~~value ~~agreement~~as “the ~~with~~price ~~Xinyu~~that ~~Industry,~~would ~~with~~be anreceived ~~amount~~to ofsell ~~RMB4,000,000.~~an ~~The~~asset ~~loan~~or ispaid ~~interest~~to ~~free~~transfer ~~and~~a ~~unsecured~~liability ~~with~~in aan ~~loan~~orderly ~~period~~transaction ~~started~~between onmarket ~~December~~participants ~~12,~~at ~~2013~~the ~~and~~measurement isdate ~~due~~(exit ~~on December 11, 2014~~price).” OnThe ~~December~~standard ~~12,~~establishes ~~2014,~~a ~~the loan agreement with~~consistent ~~Xinyu~~framework ~~Industry~~for ~~was~~measuring ~~renewed~~fair ~~with~~value ~~the same terms~~ and aexpands ~~renewed~~disclosure ~~due~~requirements ~~date~~about offair ~~December~~value ~~11, 2015~~measurements. ~~The~~ASC ~~use~~820, ofamong ~~this~~other ~~loan~~things, requires isus ~~only~~to ~~for~~maximize the ~~operation~~ ofuse ~~Xinyu Xingbang. As~~ of ~~December~~observable ~~31,~~inputs ~~2014~~ and ~~2013,~~minimize ~~Xinyu~~the ~~Xingbang~~use ~~owed~~of ~~$644,683~~unobservable ~~and~~inputs ~~$660,753~~when ~~respectively~~measuring tofair ~~Xinyu Industry for the relevant loan~~value.

~~On January~~Fair ~~14,~~Value 2014, Guangdong Xingbang entered into a loan agreement with Xinyu Industry, with an amount of RMB500,000. The loan is interest free and unsecured with a loan period started on January 14, 2014 and is due on January 13, 2015. On January 13, 2015, the loan agreement with Xinyu Industry was renewed with the same terms and a renewed due date of January 13, 2016. The use of this loan is solely for the operations of Guangdong Xingbang. As of December 31, 2014 and 2013, Guangdong Xingbang owed $80,585 and $0 respectively to Xinyu Industry for the relevant loan.Hierarchy

~~On February~~ASC ~~11,~~820 ~~2014~~discusses valuation techniques, ~~Guangdong~~such ~~Xingbang~~as ~~entered~~the ~~into~~market aapproach ~~loan~~(comparable ~~agreement~~market ~~with~~prices), ~~Xinyu~~the ~~Industry,~~income ~~with~~approach an(present ~~amount~~value of ~~RMB500,000.~~future ~~The~~income ~~loan~~or cash isflow) ~~interest free~~ and ~~unsecured~~the ~~with~~cost aapproach ~~term~~(cost ~~from~~to ~~February~~replace ~~13,~~the ~~2014~~service ~~and~~capacity isof ~~due~~an onasset ~~February~~or ~~12,~~replacement ~~2015~~cost). OnThe ~~February~~statement ~~12,~~utilizes ~~2015,~~a ~~the loan~~fair ~~agreement~~value ~~with~~hierarchy ~~Xinyu~~that ~~Industry~~prioritizes ~~was~~the ~~renewed~~inputs ~~with~~to ~~the~~valuation ~~same~~techniques ~~terms~~used ~~and~~to ameasure ~~renewed~~fair ~~due~~value ~~date~~into ofthree ~~February~~broad ~~12, 2016~~levels. The ~~use of this loan~~following is ~~solely~~a ~~for~~brief ~~the~~description ~~operations~~ of ~~Guangdong~~those ~~Xingbang.~~three ~~As of December 31, 2014 and 2013, Guangdong Xingbang owed $80,585 and $0 respectively to Xinyu Industry for the relevant loan.~~levels:

~~On February~~Level ~~11, 2014, Xinyu Xingbang entered into a loan agreement with Xinyu Industry, with an amount of RMB1,000,000. The loan~~1 – Valuation is ~~interest~~based ~~free~~upon ~~and~~quoted ~~unsecured~~prices with a term from February 12, 2014 and is due on February 11, 2015. On February 11, 2015, the loan agreement with Xinyu Industry was renewed with the same terms and a renewed due date of February 11, 2016. The use of this loan is only for ~~the~~identical ~~operation~~instruments oftraded ~~Xinyu~~in ~~Xingbang.~~active ~~As of December 31, 2014 and 2013, Xinyu Xingbang owed $161,171 and $0 respectively to Xinyu Industry for the relevant loan~~markets.

~~On March~~Level ~~8, 2014, Guangdong Xingbang entered into a loan agreement with Xinyu Industry, with an amount of RMB300,000. The loan is~~2 – Valuation ~~interest free and unsecured with a term from March 12, 2014 and~~ is ~~due~~based onupon ~~March~~quoted ~~11,~~prices ~~2015.~~for Onsimilar ~~March~~instruments ~~11,~~in ~~2015,~~active ~~the loan agreement with Xinyu Industry was renewed with the same terms and a renewed due date of March 11~~markets, ~~2016.~~quoted ~~The~~prices ~~use~~for ofidentical ~~this~~or ~~loan~~similar isinstruments ~~solely~~in ~~for~~markets ~~the~~that ~~operations~~are ofnot ~~Guangdong Xingbang. As of December 31~~active, ~~2014~~ and ~~2013,~~model-based ~~Guangdong~~valuation ~~Xingbang~~techniques ~~owed~~for ~~$48,351~~which ~~and~~all $0significant ~~respectively~~assumptions ~~to Xinyu~~are ~~Industry~~observable ~~for~~in the ~~relevant loan~~market.

~~On March~~Level ~~8, 2014, Xinyu Xingbang entered into a loan agreement with Xinyu Industry, with an amount of RMB500,000. The loan~~ 3 – Valuation is ~~interest free~~generated ~~and unsecured with a term~~ from ~~March~~model-based ~~12,~~techniques ~~2014~~that ~~and~~use issignificant ~~due~~assumptions onnot ~~March~~observable ~~11,~~in ~~2015. On March 11, 2015,~~ the ~~loan~~market. ~~agreement~~These ~~with~~unobservable ~~Xinyu~~assumptions ~~Industry~~reflect ~~was~~our ~~renewed~~estimates ~~with~~of ~~the~~assumptions ~~same~~that ~~terms~~market ~~and~~participants awould ~~renewed~~use ~~due~~in ~~date~~pricing ofthe ~~March~~asset ~~11,~~or ~~2016~~liability. ~~The~~Valuation ~~use of this loan is only for the operation~~techniques ofinclude ~~Xinyu~~use ~~Xingbang. As~~ of ~~December~~option ~~31,~~pricing ~~2014 and 2013~~models, ~~Xinyu~~discounted ~~Xingbang~~cash ~~owed~~flows ~~$80,585~~models and $0similar ~~respectively to Xinyu Industry for the relevant loan~~techniques.

37The Company did not identify any financial assets or liabilities measured at fair value on a recurring basis in accordance with ASC 820. The carrying values of cash and cash equivalents, net, other current assets, due to related companies and stockholders and other payables and accrued expenses approximate their fair values due to the short maturities of these instruments.

On April 10, 2014, Guangdong Xingbang entered into a loan agreement with Xinyu Industry, with an amount of RMB1,500,000. The loan is interest free and unsecured with a term from April 14, 2014 and is due on April 13, 2015. The use of this loan is solely for the operations of Guangdong Xingbang. As of December 31, 2014 and 2013, Guangdong Xingbang owed $241,756 and $0 respectively to Xinyu Industry for the relevant loan.F-9

~~On April~~(I) ~~10,~~Revenue 2014, Xinyu Xingbang entered into a loan agreement with Xinyu Industry, with an amount of RMB2,000,000. The loan is interest free and unsecured with a term from April 14, 2014 and is due on April 13, 2015. The use of this loan is only for the operation of Xinyu Xingbang. As of December 31, 2014 and 2013, Xinyu Xingbang owed $322,341 and $0 respectively to Xinyu Industry for the relevant loan.recognition

~~On April 20, 2014, Guangdong Xingbang entered into a loan agreement with Xinyu Industry, with an amount of RMB5,000,000.~~ The ~~loan~~Company recognizes isrevenues ~~interest~~under ~~free~~ASC ~~and unsecured with a term from April 23~~605, ~~2014~~Revenue ~~and~~Recognition iswhen ~~due~~all ~~on April 22, 2015. The use~~ of ~~this loan is solely for~~ the ~~operations~~following ofhave ~~Guangdong~~occurred: ~~Xingbang.~~persuasive Asevidence of ~~December~~arrangement 31with the customer, ~~2014~~services ~~and~~have ~~2013~~been performed, ~~Guangdong~~fees ~~Xingbang~~are ~~owed~~fixed ~~$805,854~~or determinable and $0collectability ~~respectively~~of ~~to Xinyu~~the ~~Industry~~fees ~~for~~is ~~the~~reasonably ~~relevant loan~~assured.

On August 26, 2014, Guangdong Xingbang entered into a loan agreement with Xinyu Industry, with an amount of RMB1,000,000. The loan is interest free and unsecured with a term from August 27, 2014 and is due on August 26, 2015. The use of this loan is solely for the operations of Guangdong Xingbang. As of December 31, 2014 and 2013, Guangdong Xingbang owed $161,171 and $0 respectively to Xinyu Industry for the relevant loan.E-Commerce

OnThe Company provides ~~September~~various 8,e-commerce ~~2014,~~services ~~Xinyu~~to ~~Xingbang~~its ~~entered~~clients ~~into~~in athe ~~loan~~PRC ~~agreement~~based ~~with~~on ~~Xinyu~~a ~~Industry,~~negotiated ~~with~~fixed-price antime ~~amount~~contract for use of ~~RMB2,500,000~~its online platform. The ~~loan~~ clients usually pay the fees in advance when the contract is ~~interest~~signed ~~free~~or ~~and~~before ~~unsecured~~the ~~with~~use aof ~~term~~e-commerce. The Company recognizes these services-based revenues from ~~September~~contracts 9,when ~~2014~~(i) services are rendered; (ii) clients recognized the completion of services; and (iii) collectability is ~~due~~reasonably onassured. ~~September~~Fees 8,received ~~2015~~in advance are recorded as deferred revenue under current liabilities. The ~~use~~Company also develops other sources of ~~this~~revenue ~~loan~~and ischarges ~~only~~commission on transactions ~~for~~made through the ~~operation~~Ju51 ofmall. Besides the ju51 platform, the Company also signed an agency agreement with Xinyu ~~Xingbang~~Zhongxing Decoration Technical Network Company Limited (“Zhongxing Decoration”) as a business strategy partner, which helps finding technical service station, developing and operating channel service, and promotion. As ofan ~~December~~agency, 31it shares partial profit from the Company’s e-commerce platform, ~~2014~~5% from the trading commission from each merchant’s transaction in Ju51 platform, 100% from technical service station annual fee, and ~~2013~~10% of the franchise service platform service fee income. Starting from January 2015, ~~Xinyu~~in ~~Xingbang~~order ~~owed~~to ~~$402~~have a more direct cooperation with technical service stations,~~927~~ Xinyu Xingbang, Zhongxing Decoration and $0technical ~~respectively~~service stations entered into certain three party agreements pursuant to which Zhongxing Decoration shall no longer act as the middle person, allowing Xinyu Xingbang to directly enter into cooperation ~~Industry~~agreement ~~for~~with technical service stations. Xinyu Xingbang entered into cooperation agreements with technical service stations since January 2015. Xinyu Xingbang is entitled to receive from the ~~relevant~~technical ~~loan~~service stations a service charge of RMB10,000 (approximately $1,600) for one year of training and guidance service to technical service stations.

~~On September~~(J) ~~17,~~Cost ~~2014, Guangdong Xingbang entered into a loan agreement with Xinyu Industry, with an amount~~ of RMB1,000,000. The loan is interest free and unsecured with a term from September 18, 2014 and is due on September 17, 2015. The use of this loan is solely for the operations of Guangdong Xingbang. As of December 31, 2014 and 2013, Guangdong Xingbang owed $161,171 and $0 respectively to Xinyu Industry for the relevant loan.revenue

OnCost ~~October 14, 2014, Xinyu Xingbang entered into a loan agreement with Xinyu Industry, with an amount~~ of RMB2,000,000. The loan is interest free and unsecured with a term from October 14, 2014 and is due on October 13, 2015. The use of this loan is solely for the operations of Xinyu Xingbang. As of December 31, 2014 and 2013, Xinyu Xingbang owed $322,341 and $0 respectively to Xinyu Industry for the relevant loan.e-commerce

OnCost ~~December~~of 1,e-commerce ~~2014,~~mainly ~~Xinyu~~includes ~~Xingbang~~amortization ~~entered~~of ~~into~~website adevelopment ~~loan agreement with Xinyu Industry~~cost, ~~with~~salaries ~~an amount~~ of ~~RMB2,000,000.~~website ~~The loan is interest free and unsecured with a term from December 1~~administrators, ~~2014~~commission ~~and~~paid isto ~~due~~technical onservice ~~November 30~~stations, service ~~2015.~~fee ~~The use of this loan is solely~~ for ~~the~~Media ~~operations of~~Integrated ~~Xinyu~~Advertising ~~Xingbang.~~Communication AsPackage ~~of December 31, 2014~~ and ~~2013,~~business ~~Xinyu~~tax ~~Xingbang~~related ~~owed $322,341 and $0 respectively~~ to ~~Xinyu Industry for~~ the ~~relevant~~ ~~loan~~service.

On December 11, 2014, Guangdong Xingbang entered into a loan agreement with Xinyu Industry, with an amount of RMB300,000. The loan is interest free and unsecured with a term from December 11, 2014 and is due on December F-10, 2015. The use of this loan is solely for the operations of Guangdong Xingbang. As of December 31, 2014 and 2013, Guangdong Xingbang owed $48,351 and $0 respectively to Xinyu Industry for the relevant loan.

~~On December~~(K) ~~12,~~Income 2014, Guangdong Xingbang entered into a loan agreement with Xinyu Industry, with an amount of RMB2,000,000. The loan is interest free and unsecured with a term from November 12, 2014 and is due on November 11, 2015. The use of this loan is solely for the operations of Guangdong Xingbang. As of December 31, 2014 and 2013, Guangdong Xingbang owed $322,341 and $0 respectively to Xinyu Industry for the relevant loan.taxes

38Income taxes are accounted for under the asset and liability method in accordance with ASC 740-10. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes in the enactment date. The Company provides valuation allowances against the net deferred tax asset for amounts that are not considered more likely than not to be realized.

~~Due~~A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to ~~stockholders~~ occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The adoption had no effect on the Company’s financial statements.

AsDeferred tax is accounted for using the balance sheet liability method in respect of ~~December~~temporary ~~31,~~differences ~~2014~~arising from differences between the carrying amount of assets and ~~2013,~~liabilities ~~Guangdong~~in ~~Xingbang~~the ~~owed~~financial $0statements and ~~$184~~the corresponding tax basis used in the computation of assessable tax profit. In principle,~~350~~ ~~respectively~~deferred tax liabilities are recognized for all taxable temporary differences, and deferred tax assets are recognized to Mrthe extent that is probable that taxable profit will be available against which deductible temporary differences can be utilized. ~~Yao~~Deferred ~~and~~tax ~~his~~is ~~spouse~~calculated ~~for~~at ~~lease~~the oftax ~~office~~rates that are expected to apply to the period when the asset is realized ~~premises~~or ~~used~~the byliability ~~Guangdong~~is ~~Xingbang~~settled. ~~The~~Deferred ~~amount~~tax ~~due~~is charged or credited in the profit or loss, except when it is ~~unsecured~~related to items credited or charged directly to equity, ~~interest~~in ~~free~~which case the deferred tax is also dealt with in equity. Deferred tax assets and ~~repayable~~liabilities are offset when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax asset and liabilities on ~~demand~~a net basis. As of December 31, 2015 and 2014, the Company has no net deferred tax assets.

As(L) ofForeign ~~December~~currency ~~31,~~transactions ~~2014~~ and 2013, WFOE owed $805,854 and $825,941 respectively, to Mr. Yao. The loan is interest free and unsecured. The loan was entered into on May 31, 2012, and the loan period started on June 11, 2012 and was due on June 10, 2013. On May 31, 2013 and August 7, 2014, the loan was renewed with the same terms and a renewed due date of June 11, 2015. The proceeds of the loan were used as the capital investment in Xinyu Xingbang, which is 50% owned by WFOE and 50% owned by Guangdong Xingbang.translation

AsThe ofreporting ~~December 31,~~currency ~~2014~~of ~~and~~the ~~2013,~~Company ~~Guangdong~~is ~~Xingbang~~the ~~owed~~United ~~$805,854~~States ~~and~~Dollar ("US$~~825,941 respectively, to Mr~~"). ~~Yao.~~Xingbang ~~The~~NV, ~~loan~~Xingbang isBVI, ~~interest~~Xingbang ~~free and unsecured. The loan was entered into on May 31~~HK, ~~2012~~WFOE, Guangdong Xingbang and ~~the~~Xinyu ~~loan~~Xingbang ~~period~~maintain ~~started~~their onaccounting ~~June~~records ~~19,~~in ~~2012~~their ~~and~~functional ~~was~~currencies ~~due~~of ~~on June 18~~US$, ~~2013.~~Hong OnKong ~~June~~Dollars 10(“HK$”), HK$, Renminbi ~~2013~~(“RMB”), RMB and ~~July~~RMB ~~30,~~respectively. ~~2014,~~Foreign ~~the~~currency ~~loan~~transactions ~~was~~during ~~renewed with~~ the ~~same~~year ~~terms~~are ~~and~~translated ato ~~renewed due date of June 18, 2015. The proceeds of~~ the ~~loan~~functional ~~were~~currency ~~used~~at as the ~~capital~~approximate ~~investment~~rates inof ~~Xinyu~~exchange ~~Xingbang,~~on ~~which~~the isdates ~~50%~~of ~~owned by WFOE and 50% owned by Guangdong Xingbang~~transactions.

~~Off-Balance~~The financial statements ~~Sheet~~are ~~Arrangements~~translated into US$ using the closing rate method. The balance sheet items are translated into US$ using the exchange rates at the respective balance sheet dates. The capital and various reserves are translated at historical exchange rates prevailing at the time of the transactions while income and expenses items are translated at the average exchange rate for the year. All exchange differences are recorded within equity.

~~As of~~The ~~December~~exchange ~~31,~~rates ~~2014 and 2013, we did not have any off-balance sheet obligations involving unconsolidated subsidiaries that provide~~used ~~financing or potentially expose us~~ to ~~unrecorded~~translate ~~financial~~amounts ~~obligations.~~in ~~All~~HK$ ofand ~~our~~RMB ~~obligations~~into ~~with~~US$ ~~respect~~for tothe ~~Guangdong~~purposes ~~Xingbang have~~of ~~been~~preparing ~~presented~~the onfinancial ~~our~~statements ~~consolidated~~were ~~balance sheets~~ as ~~of each such date.~~follows:

Critical Accounting Policies and Estimates

	December 31, 2015	December 31, 2014
Balance sheet items, except for share capital, additional paid-in capital and accumulated deficit as of year end	US$1=HK$7.8 =RMB6.4778	US$1=HK$7.8 =RMB6.2046

Amounts included in the statements of comprehensive loss and cash flows for the year ended	US$1=HK$7.8 =RMB6.2827	US$1=HK$7.8 =RMB6.1620

In preparing our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, we make estimates and assumptions that affect the accounting, recognition and disclosure of our assets, liabilities, stockholders’ deficit, revenues and expenses. We make these estimates and assumptions because certain information that we use is dependent upon future events, which cannot be calculated with a high degree of precision from data available or cannot be readily calculated based upon generally accepted methodologies. In some cases, these estimates are particularly difficult and therefore require a significant amount of judgment. Actual results could differ from the estimates and assumptions that we use in the preparation of our consolidated financial statements. Below is a summary of our most important accounting policies that may affect our consolidated financial statements.F-11

~~Principles~~ The foreign currency translation gains resulting from translation of ~~consolidation~~the financial statements expressed in HK$ and RMB to US$ are reported as other comprehensive income in the statements of comprehensive loss and stockholders’ deficit. Other comprehensive income for the years ended December 31, 2015 and 2014 was $557,629 and $117,859 respectively.

~~The accompanying~~No ~~consolidated~~presentation ~~group~~is ~~financial~~made that ~~statements~~RMB ofamounts ~~China~~have ~~Xingbang~~been, ~~Industry~~or ~~Group~~would ~~Inc.~~be, ~~its~~converted ~~subsidiaries~~into ~~and~~US$ ~~variable~~at ~~interest entities~~the ~~(“VIEs”)~~above ~~(collectively~~rates. Although the ~~“Group”)~~Chinese ~~have~~government ~~been~~regulations ~~prepared~~now allow inconvertibility ~~accordance~~of ~~with~~RMB ~~generally~~for ~~accepted accounting~~current ~~principles~~account intransactions, ~~the~~significant ~~United~~restrictions ~~States~~still ofremain. ~~America~~Hence, ~~(“GAAP”)~~such ~~and~~translations ~~pursuant~~should not tobe ~~the~~construed ~~rules~~as ~~and~~representations ~~regulations~~that ofRMB ~~the~~could ~~U.S. Securities~~be ~~and~~converted ~~Exchange~~into ~~Commission~~US$ ~~(“SEC”)~~at that rate or any other rate.

~~All~~The value of RMB against ~~significant~~US$ ~~inter-company~~and ~~accounts~~other currencies may fluctuate and ~~transactions~~is ~~have~~affected ~~been~~by, ~~eliminated~~among other things, changes in ~~consolidation~~PRC’s political and economic conditions. Any significant revaluation of RMB may materially affect the Company’s financial condition in terms of US$ reporting.

~~Variable interest~~(M) ~~entity~~Recent Accounting Pronouncements

In ~~accordance~~ ~~with~~February ~~Accounting~~2015, ~~Standards~~FASB issued ~~Codification~~ASU No. 2015-02, orConsolidation ~~ASC~~(Topic 810,): Amendments to the ~~Company~~Consolidation ~~analyzes~~Analysis. ~~its~~The ~~variable~~new ~~interests~~consolidation ~~including~~standard ~~its~~changes the ~~equity~~way reporting enterprises evaluate whether (a) they should consolidate limited partnerships and similar entities, (b) fees ~~investments. The~~paid ~~Company~~to ~~determines~~a ~~its~~decision maker or service provider are variable interests in ~~potential~~a ~~VIEs~~VIE, and ~~then~~(c) ~~assesses~~variable ~~whether~~interests ~~the~~in ~~Company~~a isVIE ~~the~~held ~~primary~~by related ~~beneficiary~~parties of ~~each~~the ~~VIE. If~~reporting enterprise require the ~~Company~~reporting ~~determines~~enterprise itto isconsolidate the ~~primary~~VIE. ~~beneficiary~~The ofguidance ais ~~VIE~~effective for public business entities for annual and interim periods in fiscal years beginning after December 15, ~~the~~2015. ~~Company~~Early ~~consolidates~~adoption ~~its~~is ~~assets~~allowed, ~~liabilities,~~including ~~results~~early ofadoption ~~operations~~in ~~and~~an ~~cash~~interim ~~flows~~period. If A reporting entity may apply a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the ~~Company~~beginning of the fiscal year of adoption or may apply the amendments retrospectively. The Company is ~~not~~in process of assessing the ~~primary~~impact ~~beneficiary,~~of the ~~Company~~adoption ~~accounts~~of ~~for such~~this ~~interests~~guidance ~~using~~on ~~other~~the ~~applicable~~consolidated ~~GAAP~~financial statements.

39In November 2015, FASB issued ASU 2015-17, "Balance Sheet Classification of Deferred Taxes." ASU 2015-17 requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. ASU 2015-17 is effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. The Company does not expect these changes to have a material impact on the Company’s consolidated financial statements.

~~Revenue~~In January 2016, Financial ~~recognition~~Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-01, "Recognition and Measurement of Financial Assets and Financial Liabilities." ASU 2016-01 requires equity investments to be measured at fair value with changes in fair value recognized in net income; simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; Eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; requires separate presentation of financial assets and financial liabilities by measurement category and form of financial assets on the balance sheet or the accompanying notes to the financial statements and clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. ASU 2016-01 is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company does not expect these changes to have a material impact on the Company’s consolidated financial statements.

~~The Company~~All ~~recognizes~~other ~~revenues~~accounting ~~under~~standards that ~~ASC~~have ~~605,~~been ~~Revenue~~issued ~~Recognition,~~or ~~when~~proposed ~~all~~by of the ~~following~~FASB ~~have~~that ~~occurred:~~do ~~persuasive~~not ~~evidence~~require ~~of arrangement~~adoption ~~with~~until ~~the~~a ~~customer,~~future ~~services~~date ~~have been performed, fees~~ are ~~fixed~~not orexpected ~~determinable~~to ~~and~~have ~~collectability~~a ofmaterial impact on the ~~fees~~financial ~~is reasonably~~statements ~~assured~~upon adoption.

~~Advertising~~F-12

~~The Company previously published two weekly newspapers, namely “Guzhen Lighting Weekly” and “China Ceramic Weekly”~~2. ~~The newspapers~~ GOING were distributed free of charge to manufacturers, dealers, accessory providers and decoration designers engaged in lighting and ceramics industries in the PRC. During the second quarter of 2012, the printing and publication of the two newspapers were combined into one, and renamed “Industry Economy Review”. The combined newspaper was distributed free of charge to general distributors engaged in the home furnishings industry in the PRC. The Company derived revenue from the sale of advertising space in the newspaper. The customers usually pay the fees in advance which are recorded as deferred revenue under current liabilities. The advertising revenue was recognized as income when the advertisements are published in the newspaper or the related advertising services are rendered. On March 6, 2013, we entered into an addendum agreement with Shopping Guide to change the publishing frequency from weekly to bi-weekly and agreed that circulation of the “Industry Economy Review” was discontinued on December 31, 2013.CONCERN

~~Consulting~~The accompanying ~~service~~consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company’s operations resulted in a net loss of $8,366,699 and used cash in operations of $4,925,650 for the year ended December 31, 2015. As of December 31, 2015, the Company had an unappropriated accumulated deficit of $16,867,141, a stockholders’ deficit of $15,088,039, and a working capital deficiency of $15,786,655.

~~The Company~~In ~~provided~~the ~~various~~course ~~marketing~~of ~~consulting services to~~ its ~~clients~~development activities, in the ~~PRC~~Company ~~based~~continues onto asustain ~~negotiated fixed-price contract~~losses. The ~~clients~~ ~~usually~~Company ~~pay~~expects ~~the~~to ~~fees~~finance inits ~~advance~~operations ~~when~~primarily ~~the~~through ~~contract~~capital iscontributions from ~~signed~~stockholders orand ~~before~~its ~~the commencement of work~~affiliates. The Company ~~recognized these~~borrowed ~~services-based revenues~~ from ~~contracts~~stockholders ~~when~~and ~~(i)~~related ~~services~~companies a ~~are~~net ~~rendered;~~amount ~~(ii)~~of ~~clients~~$4,967,846 during ~~recognize~~2015, and the ~~completion of services;~~ stockholders and ~~(iii)~~related ~~collectability~~companies agreed isto ~~reasonably~~lend ~~assured.~~more ~~Fees~~funds ~~received~~to inthe ~~advance~~Company ~~were recorded~~ as ~~deferred~~needed ~~revenue~~for ~~under current liabilities.~~management ~~The~~to ~~consulting~~execute ~~service~~its business ~~was~~plan ~~discontinued~~for asat ofleast ~~December~~the ~~31,~~next ~~2013~~twelve months.

~~E-Commerce~~These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required until such time as it can generate sources of recurring revenues and to ultimately attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~The Company provides various e-commerce services to its clients in the PRC based on a negotiated fixed-price contract for use of its online platform~~3. ~~The clients usually pay the fees in advance when the contract is signed or before the use of e-commerce. The~~ PREPAID ~~Company~~EXPENSES ~~recognizes~~AND ~~these~~OTHER ~~services-based~~CURRENT revenues from contracts when (i) services are rendered; (ii) clients recognize the completion of services; and (iii) collectability is reasonably assured. Fees received in advance are recorded as deferred revenue under current liabilities. The Company also develops other sources of revenue and charges commission on transactions made through the Ju51 mall.ASSETS

~~Cost~~Prepaid expenses and other current assets at December 31 consisted of ~~revenue~~the following:

Cost of advertising

	2015		2014

Advance to staff	$	13,104	$	10,775
Prepaid expenses		25,075		134,858
Rental and other deposits paid		15,968		15,325
Other receivables		258,764		101,710
	$	312,911	$	262,668

~~Cost~~4. PROPERTY ofAND ~~advertising mainly includes printing cost~~EQUIPMENT, ~~editorial fees, agent fees and business tax which are recognized as the costs are incurred.~~NET

~~Cost~~The following is a summary of ~~consulting~~property ~~service~~and equipment, net at December 31:

Cost of consulting services mainly includes the salaries of consulting service providers and business tax related to the service.

	2015			2014
Leasehold improvements	$	89,615		$	93,560
Office equipment		1,015,329			889,769
Motor vehicles		306,418			319,911
		1,411,362			1,303,240
Less: accumulated depreciation		(712,746	)		(599,289	)
	$	698,616		$	703,951

~~Cost~~Depreciation expenses for the years ended December 31, 2015 and 2014 were $183,178 and $111,003, respectively. Net loss on disposal of ~~e-commerce~~property and equipment for the year ended December 31, 2015 was $1,697 and net gain on disposal of property and equipment for the year ended December 31, 2014 was $618.

~~Cost of e~~F-commerce mainly includes amortization of website development cost, salaries of website administrators, commission paid to technical service stations, service fee for Media Integrated Advertising Communication Package and business tax related to the service.13

405. OTHER PAYABLES AND ACCRUED EXPENSES

~~Income~~ Other payables and ~~taxes~~accrued expenses at December 31, 2015 and 2014 consist of the following:

Income taxes are accounted for under the asset and liability method in accordance with ASC 740-10. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company provides valuation allowances against the net deferred tax asset for amounts that are not considered more likely than not to be realized.

	2015		2014

Customer deposits and prepayments	$	1,461,759	$	1,255,254
Business and other taxes payable		99,000		9,720
Other payables		37,716		6,744
Accrued salary		1,316,728		146,778
Accrued social benefit and housing allowance		1,367,395		176,707
Other accrued expenses		423,684		80,221
	$	4,706,282	$	1,675,424

~~A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur~~6. ~~The amount recognized is the largest amount of tax benefit~~ OTHER that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The adoption had no effect on the Company’s financial statements.INCOME

~~Deferred tax~~For ~~is accounted for using~~ the ~~balance~~years ~~sheet~~ended ~~liability method in respect of temporary differences arising from differences between~~December ~~the~~31, ~~carrying~~2015 ~~amount of assets~~ and ~~liabilities~~2014, in the ~~financial~~Company ~~statements~~recorded ~~and~~other ~~the~~income ~~corresponding tax basis used in the computation~~ of ~~assessable tax profit. In principle~~$42,164 ~~deferred tax liabilities are recognized for all taxable temporary differences,~~ and deferred tax assets are recognized to the extent that is probable that taxable profit will be available against which deductible temporary differences can be utilized. Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the profit or loss$37, ~~except when it is related to items credited or charged directly to equity~~865, ~~in which case the deferred tax is also dealt with in equity~~respectively. ~~Deferred~~The ~~tax~~other ~~assets~~income ~~and~~is ~~liabilities~~mainly ~~are~~contributed ~~offset when they relate to income taxes levied~~ by the ~~same~~government ~~taxation~~grant ~~authority~~from ~~and~~finance ~~the Company intends to settle its current tax asset and liabilities on a net basis~~bureau. ~~As of December 31, 2014 and 2013, the Company’s net deferred tax assets amounted to $0.~~

~~Foreign~~7. INCOME ~~currency transactions~~TAX

~~The reporting~~Xingbang ~~currency~~NV ofwas ~~the~~incorporated ~~Company~~in is the United States ~~Dollars~~on ~~("US$").~~April ~~Xingbang NV~~12, ~~Xingbang~~2011 ~~BVI,~~and ~~Xingbang~~has ~~HK,~~net ~~WFOE, Guangdong~~operating ~~Xingbang~~loss ~~and~~carry ~~Xinyu~~forwards ~~Xingbang~~for ~~maintain~~income ~~their~~taxes ~~accounting~~amounting ~~records~~to inapproximately ~~their~~$1.7 ~~functional~~million ~~currencies~~ as of ~~US$~~December 31, ~~Hong~~2015 ~~Kong~~which ~~Dollars (“HK$”),~~may ~~HK$,~~be ~~Renminbi~~available ~~(“RMB”),~~to ~~RMB~~reduce ~~and~~future ~~RMB~~years’ ~~respectively~~taxable income. ~~Foreign~~These ~~currency~~net ~~transactions~~operating ~~during~~loss ~~the~~carry ~~year~~forwards ~~are~~will ~~translated~~expire, toif ~~the~~not ~~functional~~utilized, ~~currency~~commencing atin ~~the~~2030. ~~approximate~~Management ~~rates~~believes ofthat ~~exchange on~~ the ~~dates~~realization of ~~transactions.~~the ~~Monetary~~benefits ~~assets~~from ~~and liabilities~~these ~~denominated~~losses inappears uncertain ~~foreign~~due ~~currencies~~to at the ~~balance~~Xingbang’s ~~sheet~~NV ~~date~~limited ~~are~~operating ~~translated~~history atand ~~the~~continuing ~~approximate~~losses. ~~rates~~Accordingly, ofa ~~exchange~~full atdeferred tax asset ~~that~~valuation ~~date.~~allowance ~~Non-monetary~~has ~~assets~~been provided and ~~liabilities~~no ~~are~~net ~~translated~~deferred attax ~~the~~asset ~~rates~~benefit ofhas ~~exchange~~been ~~prevailing~~recorded. atThe ~~the~~respective ~~time~~valuation ~~the~~allowance at ~~asset~~December or31, ~~liability~~ 2015 was ~~acquired~~approximately $4.3 ~~Exchange~~million. ~~gains~~The ornet ~~losses~~change ~~are recorded~~ in the ~~statement~~valuation allowance for 2015 was an increase of ~~operations~~approximately $2,120,000.

~~The financial~~Xingbang ~~statements~~BVI ~~are~~was ~~translated into US$ using the closing rate method. The balance sheet items are translated into US$ using~~incorporated ~~the~~in ~~exchange rates at~~ the ~~respective~~BVI ~~balance~~on ~~sheet~~March ~~dates.~~24, ~~The~~2011 ~~capital~~ and ~~various~~under ~~reserves~~current ~~are~~laws ~~translated at historical exchange rates prevailing at the time~~ of the ~~transactions~~BVI ~~while income~~ and ~~expenses~~is ~~items~~not ~~are~~subject ~~translated~~to attax ~~the~~on ~~average exchange rate for the year~~income. ~~All exchange differences are recorded within equity.~~

~~The~~Xingbang HK was incorporated ~~exchange~~in ~~rates~~Hong ~~used~~Kong and is subject to ~~translate~~the ~~amounts~~income intax ~~HK$~~regulation ~~and~~of ~~RMB~~Hong ~~into~~Kong. ~~US$~~No provision for ~~the~~income ~~purposes~~tax ofhas ~~preparing~~been made. Xingbang HK has incurred operating loss for the ~~financial~~year ~~statements~~ended ~~were~~December as31, 2015. The tax loss cannot be carried forward to reduce future years’ ~~follows:~~taxable income as there was no revenue earned during the year.

	December 31, 2014	December 31, 2013
Balance sheet items, except for share capital, additional paid-in capital and retained earnings as of year ended	US$1=HK$7.8 =RMB6.2046	US$1=HK$7.8 =RMB6.0537
Amounts included in the statements of operations and cash flows for the year	US$1=HK$7.8 =RMB6.1620	US$1=HK$7.8 =RMB6.1478

The Company's Chinese subsidiaries and VIEs are governed by the Income Tax Law of the PRC concerning the privately run and foreign invested enterprises, which are generally subject to tax at a statutory rate of 25% on income reported in the statutory financial statements after appropriate tax adjustments.

41The Company has net operating loss carry forwards in China for income taxes amounting to approximately $15.2 million as of December 31, 2015 which may be available to reduce future year’s taxable income. These net operating loss carry forwards will expire, if not utilized, commencing in 2016. Management believes that the realization of the benefits from these losses appears uncertain due to continuing losses. Accordingly, a full deferred tax asset valuation allowance has been provided and no net deferred tax asset has been recorded.

The ~~translation~~reconciliation ~~gain~~of ~~recorded~~income ~~for~~tax expense at the ~~year~~U.S. ~~ended~~statutory ~~December~~rate ~~31,~~of ~~2014~~35% ~~was~~to ~~$117,859.~~the ~~The~~Company's ~~translation~~effective ~~loss~~tax ~~recorded~~rate for the ~~year~~years ended December 31, ~~2013~~2015 ~~was~~and ~~$69,621.~~2014 is as follows:

No presentation is made that RMB amounts have been, or would be, converted into US$ at the above rates. Although the Chinese government regulations now allow convertibility of RMB for current account transactions, significant restrictions still remain. Hence, such translations should not be construed as representations that RMB could be converted into US$ at that rate or any other rate.

	2015			2014

Loss before income taxes	$	(8,366,699	)	$	(3,474,219	)

U.S. Statutory rate		(2,928,345	)		(1,215,977	)
Tax rate difference		808,310			322,465
Non-deductible expenses		-			6,959
Non-taxable income		-			(8,114	)
Valuation allowance		2,120,035			963,734
Others		-			(69,067	)
Income tax expenses	$	-		$	-

The ~~value~~provisions offor ~~RMB~~income ~~against~~taxes ~~US$~~are ~~and~~summarized ~~other~~as currencies may fluctuate and is affected by, among other things, changes in China’s political and economic conditions, Any significant revaluation of RMB may materially affect the Company’s financial condition in terms of US$ reporting.follows:

Cash and cash equivalents

	For the years ended December 31
	2015			2014
Current	$	-		$	-
Deferred		(2,120,035	)		(963,734	)
Valuation allowance		2,120,035			963,734
Total	$	-		$	-

~~For purpose of the statements of cash flows, cash and cash equivalents include cash on hand and demand deposits with banks with a maturity of less than three months.~~F-14

~~Property~~The tax effects of significant items comprising deferred tax assets as of December 31, 2015 and ~~equipment~~2014 are as follows:

Property and equipment are stated at cost, less accumulated depreciation. Expenditures for additions, major renewals and betterments are capitalized and expenditures for maintenance and repairs are charged to expense as incurred.

	2015			2014
Deferred tax assets (liabilities):
Depreciation and amortization of property and equipment and website development cost	$	403,265		$	467,107
Deferred revenue		61,279			78,610
Payables and accrued expenses		273,777			73,504
Receivables and prepaid expenses		12,447			(4,488	)
Bad debt provision		19,344			-
Others		(12,733	)		-
Tax loss		3,581,945			1,604,555
		4,339,324			2,219,288
Valuation allowance		(4,339,324	)		(2,219,288	)
	$	-		$	-

~~Depreciation is~~8. ~~provided on a straight-line basis, less estimated residual value over the assets~~STOCKHOLDERS’ ~~estimated useful lives. The estimated useful lives are as follows:~~DEFICIT

Leasehold improvements	10 years (or the lease term, if shorter)
Motor vehicles	5 years
Office equipment	5 years

Appropriated retained earnings

~~Long~~The Company’s PRC subsidiary is required to make appropriation to the statutory surplus reserve at 10% of the after-~~lived~~tax net income annually until ~~assets~~the total contributions equal to 50% of the entities’ registered capital. The statutory reserve funds are restricted for use to set off against prior period losses, expansion of production and operations or for the increase in the registered capital of the respective companies. This reserve is therefore not available for distribution except in liquidation.

~~According to~~For ~~paragraph 360-10-35-17 of~~ the ~~ASC,~~years ~~all~~ended ~~long-lived assets~~December 31, ~~including~~2015 ~~property~~ and ~~equipment~~2014, ~~are reviewed for impairment whenever events or changes in business circumstances indicate that~~ the ~~carrying~~Company ~~amount~~has ofno ~~the~~contractually ~~assets~~controlled ~~may~~affiliate ~~not be fully recoverable. If impairment is indicated, we reduce the carrying value of the asset~~ to ~~fair~~its ~~value.~~reserve ~~Fair~~funds ~~value~~based ~~would~~on beits ~~determined~~net byincome ~~the~~in ~~use of appraisals,~~accordance ~~discounted~~with ~~cash~~the ~~flow~~laws ~~analyses~~and orregulations ~~comparable fair values~~ of ~~similar~~the ~~assets~~PRC.

~~Recent~~9. COMMITMENTS ~~Accounting~~AND ~~Pronouncements~~CONTINGENCIES

~~In May 2014, the Financial Accounting Standards Board~~ (~~“FASB”~~A) ~~issued~~Defined ~~Accounting~~contribution ~~Standards~~retirement Update ("ASU") 2014-09 "Revenue from Contracts with Customers" (Topic 606) ("ASU 2014-09"). ASU 2014-09 is a comprehensive new revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. In adopting ASU 2014-09, companies may use either a full retrospective or a modified retrospective approach. ASU 2014-09 is effective for the first interim period within annual reporting periods beginning after December 15, 2016, and early adoption is not permitted. The Company will adopt ASU 2014-09 during the first quarter of fiscal 2017. Management is evaluating the provisions of this statement and has not determined what impact the adoption of ASU 2014-09 will have on the Company's financial position or results of operations.plans

42The full time employees of the Company are entitled to employee benefits including medical care, welfare subsidies, unemployment insurance and pension benefits through a Chinese government mandated multi-employer defined contribution plan. The Company is required to accrue for those benefits based on certain percentages of the employees’ salaries and make contributions to the plans out of the amounts accrued for medical and pension benefits. The total provision and contributions made for such employee benefits for the years ended December 31, 2015 and 2014 were $1,106,830 and $287,072, respectively. The Chinese government is responsible for the medical benefits and the pension liability to be paid to these employees.

~~In August 2014, FASB issued ASU No. 2014-15 Preparation of Financial Statements – Going Concern~~ (~~Subtopic 205-40~~B), ~~Disclosure of~~Rental ~~Uncertainties~~leases about an Entity’s Ability to Continue as a Going Concern. Under GAAP, continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity’s liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. If and when an entity’s liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial Statements—Liquidation Basis of Accounting. Even when an entity’s liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. In those situations, financial statements should continue to be prepared under the going concern basis of accounting, but the amendments in this Update should be followed to determine whether to disclose information about the relevant conditions and events. The amendments in this Accounting Standards Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company will evaluate the going concern considerations in this ASU, however, at the current time management does not believe that it met conditions which would make the Company's financial statements for this period be subject to additional disclosure requirements.commitment

~~All other~~Guangdong ~~accounting~~Xingbang ~~standards~~leases office ~~that~~premises ~~have~~from ~~been~~two ~~issued~~stockholders or(Mr. ~~proposed~~Yao byand ~~the~~his ~~FASB~~spouse) ~~that~~under doan ~~not~~operating ~~require~~lease ~~adoption~~at ~~until~~ a ~~future~~monthly ~~date~~rental ~~are not~~of ~~expected~~$14,820 tountil ~~have~~December 31, a2016 ~~material~~pursuant ~~impact~~to oncertain ~~the~~lease ~~financial statements upon adoption~~agreement.

~~ITEM~~In September 2013, Guangdong ~~7A. QUANTITATIVE~~Xingbang ~~AND~~lease ~~QUALITATIVE~~Zhongshan ~~DISCLOSURES~~office ~~ABOUT~~premises ~~MARKET~~from ~~RISKS~~an independent third party, Zhongshan Guzhen Asset Management Ltd, pursuant to a lease agreement and pays a monthly rental of $1,767, which expires on August 31, 2018.

~~As a~~In ~~“smaller~~July ~~reporting company~~2015,” asGuangdong Xingbang ~~defined~~leased bypremises ~~Item~~from 10an ofindependent ~~Regulation~~individual, ~~S-K~~Zhifang Wang, ~~the~~pursuant ~~Company~~to isa ~~not~~lease ~~required~~agreement toand ~~provide~~pays ~~this~~a monthly rental ~~information~~of $926. The lease shall expire on July 12, 2016.

~~ITEM~~Xinyu 8Xingbang leases office premises from Xinyu Xingbang Industry Co., ~~FINANCIAL~~Ltd ~~STATEMENTS~~(“Xinyu ~~AND~~Industry”) ~~SUPPLEMENTARY~~under ~~DATA~~an operating lease at a monthly rental of $2,624, which expired on June 30, 2015. Mr. Yao and his spouse own 90% and 10% respectively, of the registered capital of Xinyu Industry. The lease was renewed with the same term which shall expire on June 30, 2018.

~~Balance sheets,~~In asMarch ~~of December 31~~2015, ~~2014~~Xingyu ~~and~~Xingbang ~~2013,~~leased ~~and~~premises from ~~statements~~an ofindependent ~~operations~~third party, ~~stockholders’~~Guangdong ~~deficit~~Guangwu ~~and~~Specialized ~~cash~~Market ~~flows~~Investment ~~for~~Management ~~each of the two years in the period ended December 31~~Co., ~~2014~~Ltd., ~~and~~pursuant ~~2013,~~to ~~together~~a ~~with~~lease ~~the~~agreement and ~~related~~pays ~~notes~~a ~~and~~monthly ~~the~~rental ~~reports~~ of ~~independent registered~~$932. ~~public~~The ~~accounting~~lease ~~firms,~~shall ~~are~~expire ~~set forth~~ on ~~the~~February ~~“F”~~28, ~~pages of this report~~2016.

~~ITEM~~As 9.of ~~CHANGES~~December IN31, ~~AND~~2015, the ~~DISAGREEMENTS~~Company ~~WITH~~had ~~ACCOUNTANTS~~outstanding ONcommitments ~~ACCOUNTING~~with ~~AND~~respect ~~FINANCIAL~~to ~~DISCLOSURE~~the above operating leases, which are due as follows:

None.

For the fiscal years ending December 31,
2016		253,025
2017		66,838
2018		39,310
Total	$	359,173

~~ITEM~~Rental ~~9A.~~expenses ~~CONTROLS~~for ~~AND~~the year ~~PROCEDURES~~ended December 31, 2015 and 2014 was $266,278 and $246,571, respectively.

~~Disclosure Controls and Procedures~~F-15

At the conclusion of the fiscal year ended December 31, 2014, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”))10. ~~Based~~RELATED onPARTY ~~our~~TRANSACTIONS ~~assessment,~~AND Mr. Yao, our Chief Executive Officer and Mr. Song, our Interim Chief Financial Officer, determined that, as of December 31, 2014, the evaluation of the effectiveness of our disclosure controls and procedures was completed, and because of the material weakness in our internal controls over financial reporting described below, our disclosure controls and procedures were not effective. BALANCES

Notwithstanding management’s assessment that our internal controls over financial reporting were ineffective as of December 31, 2014 due to the material weaknesses described below, we believe that, the financial statements included in this Annual Report on Form 10-K present fairly our financial condition, results of operations and cash flows for the fiscal years covered thereby in all material respects.Transactions:

	For the years ended December 31,
	2015			2014
Transactions with stockholders
- Accrued rent for Guangdong office	$	183,361		$	186,953
- Rent paid		(91,681	)		(186,953	)
- Repayment		-			(181,110	)
- Loan received		179,859			-
- Expenses paid on behalf of the Company		1,367			-
	$	272,906		$	(181,110	)

~~Management~~On August 11, 2015, the Company obtained a ~~Report~~loan onfor ~~Internal~~$154,373 ~~Control~~from ~~Over~~Mr. ~~Financial~~Yao. ~~Reporting~~The loan is non-interest bearing and due on August 10, 2016.

~~Our management~~The isCompany ~~responsible~~has ~~for~~a ~~establishing~~lease ~~and~~agreement maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with UMr.~~S. generally accepted accounting principles. Internal control over financial reporting includes those policies~~ and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with UYao.S. ~~generally~~See ~~accepted~~Note ~~accounting~~9 ~~principles,~~for and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statementsdetails.

~~Any system~~During ofthe ~~internal~~year ~~control,~~ended noDecember ~~matter how well designed~~31, ~~has inherent limitations~~2015, ~~including~~ the ~~possibility~~Company ~~that~~borrowed ~~a control can be circumvented or overridden and misstatements due to error or fraud may occur and not be detected in a timely manner. Also~~$20,069 ~~because~~from ofXiaole ~~changes in conditions~~Zhan, ~~internal~~who control effectiveness may vary over time. Accordingly, even an effective system of internal control will provide only reasonable assurance with respect to financial statement preparation. In addition, the design of any system of controls is ~~based~~a instockholder ~~part on certain assumptions about the likelihood of future events,~~ and ~~there~~director ~~can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because~~ of ~~changes in conditions or deterioration in~~ the ~~degree of compliance with policies or procedures~~Company. The ~~Therefore, any~~loan ~~current~~is ~~evaluation~~non-interest ofbearing ~~controls cannot~~ and ~~should~~due ~~not~~on ~~be projected to future periods~~demand.

Management assessed our internal control over financial reporting as of and for the year ended December 31, 2014. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (the 2013 COSO framework) in the report entitled "Internal Control-Integrated Framework." The 2013 COSO framework summarizes each of the components of a company’s internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring.

Transactions with related companies	For the year ended December 31,
Xinyu Xingbang Industry Co., Ltd (a)	2015			2014
- Loan received	$	4,782,975		$	3,586,498
- Expenses paid on behalf of the Company		183,157			-
- Repayment		(175,950	)		(498,956)
- Accrued rent		32,470			59,811
Other related companies (b)
- Expenses paid on behalf of the Company		72,505			60
- Repayment		(76,067	)		-
	$	4,819,090		$	3,147,413

~~A material weakness is~~ (a) ~~control~~Xinyu ~~deficiency,~~Xingbang orIndustry ~~combination of control deficiencies~~Co., ~~that~~Ltd. ~~results~~is organized in ~~more~~China ~~than~~and ~~a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected~~Mr. ~~Based~~Yao onand ~~this~~his ~~assessment using the 2013 COSO criteria~~wife, ~~our~~own ~~management~~90% ~~concluded~~and ~~that~~10% ~~our internal controls over financial reporting were not effective, as~~ of ~~December 31, 2014 due to~~ the ~~material~~Company ~~weaknesses described below~~respectively.

~~During its~~The ~~evaluation~~Company ofborrowed ~~the effectiveness of internal controls over financial reporting as of December 31~~$4, ~~2014~~782, ~~management, including~~975 ~~our Chief Executive Officer~~ and ~~interim Chief Financial Officer~~$3,586,498 ~~assessed~~from ~~the~~Xinyu ~~effectiveness~~Xingbang ofduring the ~~design~~years ~~and~~ended ~~operation of the Company’s internal control over financial reporting as of~~ December 31,2015 ~~2014~~ and ~~has determined that our internal control over financial reporting were not effective as December 31~~2014, ~~2014 due to certain material weaknesses including (i) lack of sufficient accounting personnel with appropriate understanding of U~~respectively.S. ~~GAAP~~The ~~and~~loans ~~SEC~~are ~~reporting~~non-interest ~~requirements; and (ii) lack of standard charter~~bearing ~~of accounts~~ and ~~written~~due ~~accounting~~on ~~manual~~various ~~and~~dates ~~closing~~before ~~procedures~~December ~~to facilitate preparation of financial statements under U~~2016.~~S. GAAP for financial reporting processes. As a result of such material weaknesses, our disclosure controls and procedures were not effective.~~

~~Because the~~The Company issigned a ~~smaller reporting company, this annual report does not include an attestation report of our registered public~~lease ~~accounting~~agreement ~~firm~~with ~~regarding~~Xinyu ~~internal controls over financial reporting~~Xingbang. ~~Management’s~~See ~~report~~Note ~~was~~9 ~~not~~for ~~subject to attestation by our independent registered public accounting firm~~details.

~~Changes~~(b) Other related companies also paid expenses inon ~~Internal~~behalf ~~Control~~of ~~over~~the ~~Financial~~Company ~~Reporting~~and the Company made repayments to those companies.

~~There have~~Other ~~been~~related ~~no changes in our internal controls over financial reporting during the fourth quarter of fiscal year 2014 that have~~companies ~~materially affected, or~~ are ~~reasonably~~as ~~likely to materially affect, the Company’s internal controls over financial reporting.~~following:

44Xinyu Zhongxing Decoration Technical Network Co., Ltd. is organized in China. Mr. Yao and his wife own 80% and 20%, of the company, respectively.

~~ITEM~~Xinyu Qiuying Technology 9BNetwork Co. ~~OTHER~~, ~~INFORMATION~~Ltd is organized in China and Mr. Yao is a director.

~~None~~Guangzhou Efee Pay Network Co., Ltd. is organized in China and Mr. Yao is a director.

~~PART~~Xinyu Media Alliance Advertising ~~III~~Co., Ltd. is organized in China and Mr. Yao is a director.

~~ITEM~~Guangzhou 10Cross-Border E-Commerce International Trade Co., ~~DIRECTORS~~Ltd. is organized in China and Mr. Xiaole Zhan, ~~EXECUTIVE~~a ~~OFFICERS~~stockholder ~~AND~~and ~~CORPORATE~~director ~~GOVERNANCE~~of the Company, is the legal representative.

~~The following~~Haigang ~~table~~Song ~~sets~~is ~~forth~~ the ~~name,~~Chief ~~age,~~Financial ~~and~~Officer ~~position of our sole officer~~ and director ~~after the Closing Date. Executive officers are elected annually by our Board~~ of ~~Directors. Each executive officer holds his office until he resigns, is removed by~~ the ~~Board, or his successor is elected and qualified. Directors are elected annually by our stockholders at the~~ ~~annual meeting~~Company. ~~Each director holds his office until his successor is elected and qualified or his earlier resignation or removal.~~

Name	Age	Position
Xiaohong Yao	48	Chairman of the Board of Directors, President, Chief Executive Officer
Haigang Song	48	Director, Interim Chief Financial Officer, Treasurer and Secretary
Xiaole Zhan	32	Director, Marketing Manager
Joseph Levinson (1) (2)	38	Director (Chairman of the Audit Committee)
Gangxian Su (1) (2) (3)	49	Director (Chairman of the Compensation Committee)
Xingzheng Tan (2) (3)	59	Director (Chairman of the Nominating and Corporate Governance Committee)
Fei Wu (1) (3)	49	Director

Other related companies paid expenses on behalf of the Company of $183,157 and $0 for the years ended December 31,2015 and 2014, respectively.

~~(1)~~The ~~Member~~Company made repayment of $252,017 and $498,956 for the ~~Audit~~years ~~Committee~~ended December 31,2015 and 2014, respectively.

~~(2)~~The ~~Member~~advances are non-interest ofbearing ~~the~~and ~~Compensation~~due ~~Committee~~on demand.

~~(3) Member of the Nominating and Corporate Governance Committee~~F-16

Xiaohong Yao. Mr. Yao has been our Chairman of the Board of Directors, President and Chief Executive Officer since our inception. Mr. Yao is the founder of Guangdong Xingbang and has been the Chief Executive Officer and President of Guangdong Xingbang since its inception in 2002. Mr. Yao has been engaged in the media industry for about two decades, and is proficient in digital media management and market operations. Mr. Yao is currently the executive president of the School of Modern Industry, Guangzhou University, the president of the Academy of South China Modern Market Economics, the standing director of the China General Chamber of Commerce, the vice-chairman of the China Foundation of Consumer Protection and the vice-chairman of the Guangdong SME Financial & Listing Promotion Association. Mr. Yao is also Commissioner in the China Planning Assessment Activity and the National After-Sale Assessment Activity, the National Retailer and Supplier Fair Transaction Assessment Activity, which are affiliated with the China General Chamber of Commerce. Mr. Yao graduated from Sun Yat-sen University with an MBA degree. Mr. Yao’s extensive experience in the advertising and consulting industry, his acute vision and outstanding leadership capability, as well as his commitment to the Company make him well-qualified in the Board’s opinion to serve as our Chairman of the Board.Balances:

~~Haigang Song. Mr.~~Due ~~Song has been the director and interim Chief Financial Officer since our inception. He joined Guangdong Xingbang as a deputy finance controller in July 2006. From February 2005~~ to ~~June~~stockholders ~~2006,~~consist ~~Mr. Song worked in Guangdong Apples Industrial Co., Ltd as financial manager. Mr. Song graduated from Jiangxi University~~ of ~~Finance~~the & Economics. Mr. Song is a Certified Senior Business Trainer in China. Mr. Song has approximately twenty years of experiences in accounting and financial management. We believe his long-term relationship with Guangdong Xingbang and insight into our business qualifies him as one of our directors.following:

Xiaole Zhan. Mr. Zhan has been our director since our inception and General Manager of Newspaper Management Center since November 2011. Mr. Zhan joined Guangdong Xingbang in June 2002 and has since been appointed general manager the Newspaper Management Center, editor in chief of the Newspaper Management Center, executive manager of the Project Client Department. Mr. Zhan obtained his bachelor degree from Hunan University of Technology in 2002, majoring in advertising communication. Mr. Zhan is a Certified Senior Business Planner in China. Mr. Zhan has accumulated substantial institutional knowledge of our business and operations. Mr. Zhan’s in-depth knowledge and extensive experience in the media industry and home-furnishing industry make him well positioned for his role as one of our directors.

	As of December 31, 2015		As of December 31, 2014

Mr. & Mrs. Yao	$	1,788,352	$	1,611,708
Xiaole Zhan		20,069		-
Total	$	1,808,421	$	1,611,708

45As of December 31, 2015 and December 31, 2014, WFOE owed $771,867 and $805,854 respectively, to Mr. Yao. The loan is interest free and unsecured. The loan was entered into on May 31, 2012, and the loan period started on June 11, 2012 and was due on June 10, 2013. On May 31, 2013, August 7, 2014 and June 11, 2015, the loan was renewed with the same terms and a renewed due date of June 11, 2016. The proceeds of the loan were used as the capital investment in Xinyu Xingbang.

~~Joseph Levinson. Mr.~~As ~~Levinson was appointed as an independent director and Chairman~~ of ~~our~~December ~~Audit Committee in June 2011. Mr. Levinson speaks~~31, ~~reads~~2015 and ~~writes~~December ~~Chinese fluently and has vast experience working with Chinese companies. Mr. Levinson was a director for China Growth Corp~~31, ~~a water purification system manufacturer, from March 2011 to March~~ 2014 ~~and formerly a director for China AgriCorp~~, ~~Inc., a soybean producer in China, from April 2011 to September 2011. Mr. Levinson was a director~~ ~~for~~Guangdong ~~Energroup~~Xingbang ~~Holdings~~owed ~~Corp.~~$926,240 ~~a pork producer, from April 2010 to January 2011, a director for China 3C Group, an electronics company in China, from May 2007 to January 2009~~ and ~~a director for Sino Clean Energy~~$805,854 ~~Inc.~~respectively, ~~a clean coal manufacturer, from April 2011~~ to ~~May 2011.~~ Mr. ~~Levinson~~Yao. ~~was~~The ~~previously~~loans aare ~~Manager~~interest infree ~~the banking practice of the New York office of Deloitte~~ and ~~Touche~~unsecured and ~~was~~due involved in numerous transactions involving complex financial structures. Mr. Levinson also previously worked at KPMG in New York and Hong Kong. In the 1990s, Mr. Levinson served as an executive of Hong Kong Stock Exchange-listed China Strategic Holdings, where his major responsibilities included its subsidiary, China Tire, one of the first Mainland Chinese companies to list on ~~the NYSE. He is also the editor of “Wall Street Guanxi: How Chinese Companies Can Maximize Their Value in the~~ ~~U.S.~~June ~~Capital Markets”~~18, a2016 ~~trade paperback published in Chinese by Beijing University Press in 2007. Mr. Levinson graduated summa cum laude from the University at Buffalo in 1994 with a double major in accounting~~ and ~~finance. Mr. Levinson’s~~August ~~track record as a U.S. Certified Public Accountant for more than 15 years~~10, ~~and his long experience in China were factors viewed favorably by the Board in selecting Mr~~2016. Levinson for a directorship and Chairman of our Audit Committee. Specifically, Mr. Levinson’s experience as a manager at the “Big 4” firms of Deloitte and Touche, his work as a U.S. Certified Public Accountant, and his academic achievements were factors in leading to this recommendation. Mr. Levinson is fluent in Mandarin and will be an asset in communicating with management and providing clarity on financial issues.

~~Gangxian Su. Mr.~~As ~~Su was appointed as an independent director and Chairman~~ of ~~our~~December ~~Compensation Committee in June 2011. Mr. Su~~31, as2015 ~~its~~and ~~founder,~~December ~~has been the president of StanChina~~31, ~~which principal business includes communication of international culture~~2014, ~~research~~Guangdong onXingbang ~~media~~accrued ~~and public policy~~$88,919 ~~art communication activity~~ and ~~training~~$0 respectively, ~~since~~to ~~1999.~~ Mr. SuYao ~~was engaged in media research at the Chinese Academy of Social Sciences during which Mr. Su was in charge of the task group~~ for the ~~Olympics~~rental ~~bidding campaign and promotion and was one~~ of ~~initiators for~~ the ~~slogan~~office ~~“New Beijing, New Olympic Sports”~~premises. ~~Mr.~~The Suamount ~~graduated~~due ~~from~~is ~~Communication~~unsecured ~~University of China with a master’s degree. Mr. Su brings a wealth of knowledge to our Board of Directors~~ and ~~has~~interest ~~proven to possess keen insight into our business~~free.

~~Xingzheng Tan. Mr.~~Due ~~Tan~~to ~~was~~related ~~appointed~~parties asconsist ~~an independent director and Chairman~~ of our Nominating and Corporate Governance Committee in June 2011. Mr. Tan currently serves as vice-chairman of China Association for Small & Medium Commercial Enterprises, a member of China National Wholesale & Retail Market Standardization Committee, the standing vice director of the China General Chamber of Commerce and the executive vice general-secretary of the China General Painting & Calligraphy Institute. Mr. Tan was the founder and has been board chairman of Wuzhou Creative Marketing Planning Co., Ltd, a marketing consulting company, since 1994. Since 1989, Mr. Tan has been engaged in marketing planning for national exhibitions and business events for more than150 clients including well-known Chinese businesses and organizations. Mr. Tan was elected one of the “China Top Ten Planners” in June 2000 and one of the “China Top Ten Planning People” in June 2002. Mr. Tan graduated from The Open University of China with an associate college degree. We believe Mr. Tan’s life-long background in management education, as well as his business aptitude and strong analytical skills, qualify him for his position as one of our directors.following:

Fei Wu. Mr. Wu was appointed as an independent director in June 2011. Mr. Wu has been the Chairman of World Tourism Pictorial since October 2011. From May 2010 until present, Mr. Wu has been senior researcher in Brand Culture Research Development Centre affiliated with the China Culture Administration Society. Mr. Wu was the Chairman of Travel Integration World Group Limited from May 2010 to October 2011. From July 2005 to May 2010, Mr. Wu was an executive editor in chief at Global Travel, a newspaper in the travel industry. Mr. Wu graduated from Fudan University with a bachelor’s degree. Mr. Wu is a senior consultant of Greater China Region in World Carnival. Mr. Wu has more than 17 years of experience in the media industry. Mr. Wu’s in-depth knowledge and years of experience in the operation and management of media companies make him an invaluable asset to our board and our business.

	As of December 31, 2015			As of December 31, 2014

Xinyu Xingbang Industry Co., Ltd - loan payable	$	9,346,469		$	5,092,991
Xinyu Xingbang Industry Co., Ltd - other advances		272,118			65,760
Xinyu Zhongxing Decoration Technical Network Co., Ltd		19,385			14,566
Xinyu Qiuying Technology Network Co., Ltd		(1,686	)		-
Xinyu Qiuying Technology Network Co., Ltd - Guangzhou Branch		(59,163	)		-
Guangzhou EFee Pay Network Co., Ltd		1,517			-
Xinyu Media Alliance Advertising Co., Ltd		49,711			-
Guangzhou Cross-Border E-Commerce International Trade Co., Ltd.		(42)			-
Haigang Song		772			-
Total	$	9,629,081		$	5,173,317

46The Company had various loan agreements with Xinyu Xingbang Industry as of December 31, 2015 and December 31, 2014.

~~Board~~Those loans are non-interest bearing and due ~~Committees~~on various dates before December 2016.

~~On June~~Due ~~15,~~to ~~2011,~~(due ~~the~~from) ~~Board~~related ~~created~~parties ~~the~~are ~~Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee~~non-interest ~~and~~bearing ~~has adopted charters for these committees. The Board has determined that in its judgment, Mr. Joseph Levinson, Mr. Gangxian Su, Mr. Xingzheng Tan~~ and ~~Mr.~~due ~~Fei~~on ~~Wu are independent directors within the meaning of the NASDAQ Listing Rules and the NYSE MKT Company Guide~~demand.

~~Audit~~11. CONCENTRATIONS ~~Committee~~AND RISKS

~~The Board~~As of ~~Directors~~December ~~adopted and approved a charter for the Audit Committee on June 15~~31, ~~2011. Currently, three directors comprise~~ 2015 ~~the Audit Committee: Mr. Levinson~~and 2014, ~~Mr.~~all ~~Su and Mr. Wu. Mr. Levinson serves as the chairman~~ of the ~~Audit Committee. The members of the Audit Committee are currently “independent directors” as that term is defined in NASDAQ Listing Rules and NYSE MKT~~ Company’s ~~Guide.~~assets ~~Mr.~~were ~~Levinson~~located ~~qualifies as an “audit committee financial expert” as that term is defined~~ in ~~applicable regulations of~~ the ~~SEC.~~PRC ~~Our Audit Committee is responsible for recommending our independent auditors~~ and ~~overseeing~~Hong ~~our~~Kong ~~audit activities~~ and ~~certain financial matters to protect against improper and unsound practices and to furnish adequate protection to~~ all ~~assets~~of ~~and~~the ~~records.~~Company’s ~~Our Audit Committee pre-approves all audit and non-audit services provided by our independent auditors.~~revenues ~~These~~were ~~services~~derived ~~may~~from ~~include~~customers ~~audit~~located ~~services,~~in ~~audit-related~~the ~~services, tax services and other services~~PRC.

~~Compensation~~For the year ended December ~~Committee~~31, 2015 and 2014, there were no suppliers accounting for 10% or more of the Company’s purchases.

~~The Compensation Committee currently consists of Mr~~12. ~~Levinson, Mr. Su and Mr. Tan. Mr. Su serves as chairman of the Compensation Committee.~~ SUBSEQUENT All of the members of the Compensation Committee are currently “independent directors” as that term is defined in NASDAQ Listing Rules and NYSE MKT Company Guide. The Compensation Committee is responsible for overseeing and, and as appropriate, making recommendations to the Board regarding the annual salaries and other compensation of our executive officers and directors, and providing assistance and recommendations with respect to the compensation policies and practices of the Company.EVENTS

~~Nominating~~The Company has evaluated the existence of significant events subsequent to the balance sheet date through the date the financial statements were issued and ~~Corporate~~has ~~Governance~~determined ~~Committee~~that there were no subsequent events or transactions which would require recognition or disclosure in the financial statements.

The Nominating and Corporate Governance Committee currently consists of Mr. Su, Mr. Tan and Mr. Wu. Mr. Tan serves as the chairman of the committee. All members of the Nominating and Corporate Governance Committee are currently “independent directors” as that term is defined in NASDAQ Listing Rules and NYSE MKT Company Guide. The Nominating and Corporate Governance Committee will assist the Board in: (i) identifying, screening and recommending qualified candidates to serve as directors of the Company and (ii) maintaining oversight of the Board’s and the Company’s governance functions and effectiveness. F-18

~~Section 16(a)~~Exhibit ~~Beneficial Ownership Reporting Compliance~~Index

Pursuant to Section 16(a) of the Exchange Act and the rules issued thereunder, our directors and executive officers and any persons holding more than 10% of our common stock are required to file with the SEC reports of their initial ownership of our common stock and any changes in ownership of such common stock. Copies of such reports are required to be furnished to us. Based solely upon a review of the Section 16(a) reports and representations received by us from reporting persons, and without conducting any independent investigation of our own, in fiscal year ended December 31, 2014, our officers, directors and ten percent stockholders are in compliance with Section 16(a) of the Exchange Act.

Exhibit No.		Description
3.1		Articles of Incorporation of the Registrant (1)
3.2		Certificate of Amendment to the Articles of Incorporation (1)
3.3		Bylaws of the Registrant (1)
10.1		Share Exchange Agreement (1)
10.2		Consulting Services Agreement dated May 13, 2011 between Guangdong Xingbang and the WFOE (1)
10.3		Operating Agreement dated May 13, 2011 by and among Guangdong Xingbang, its stockholders and the WFOE (1)
10.4		Voting Rights Proxy Agreement dated May 13, 2011 by and among Guangdong Xingbang, its stockholders and the WFOE (1)
10.5		Equity Pledge Agreement dated May 13, 2011 by and among Guangdong Xingbang, its stockholders and the WFOE (1)
10.6		Option Agreement dated May 13, 2011 by and among Guangdong Xingbang, its stockholders and the WFOE (1)
10.7*		English Translation of Form of Franchise Agreement
10.8*		Labor Contract between China Xingbang Industry Group Inc. and Xiaohong Yao
10.9*		Labor Contract between China Xingbang Industry Group Inc. and Haigang Song
10.10		Director Agreement dated June 13, 2011 with Joseph Levinson (2)
10.11		Director Agreement dated June 13, 2011 with Gangxian Su (2)
10.12		Director Agreement dated June 13, 2011 with Xingzheng Tan (2)
10.13		Director Agreement dated June 13, 2011 with Fei Wu (2)
10.14*		Director Agreement dated June 1, 2011 with Xiaole Zhan
14.1		Code of Ethics adopted on June 15, 2011 (2)
21.1		List of Subsidiaries (4)
31.1*		Certification of CEO pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of CFO pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of the CEO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of the CFO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1		Audit Committee Charter adopted on June 15, 2011 (3)
99.2		Compensation Committee Charter adopted on June 15, 2011(3)
99.3		Nominating and Corporate Governance Committee Charter adopted on June 15, 2011(3)
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 Extension Presentation Linkbase Document

47* Filed herewith

~~ITEM~~** ~~11.~~Furnished ~~EXECUTIVE COMPENSATION~~herewith

Executive Compensation Summary

(1)	Incorporated by reference to the Company’s Registration Statement on Form 10 (File Number 000-54429) filed on June 6, 2011.
(2)	Incorporated by reference to Amendment No. 1 to the Company’s Registration Statement on Form 10 filed on July 19, 2011.
(3)	Incorporated by reference to Post-Effective Amendment No. 1 to the Company’s Registration Statement on Form 10 filed on August 9, 2011.
(4)	Incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed on March 27, 2015.

The following table sets forth all cash compensation paid by us for the years ended 2014 and 2013. The table below sets forth the positions and compensations for the two most highly compensated officers and directors. All the officers were paid in Renminbi and the amounts reported in this table have been converted from Renminbi to U.S. dollars based on an average exchange rate of RMB6.1620 to $1.00, in 2014 and RMB 6.1478 to $1 in 2013.

SUMMARY COMPENSATION TABLE

Name and Principal Position	Fiscal Year			Salary and Allowance ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Xiaohong Yao Chairman, President		2013	(1)	$	41,671		3,253		—		—		—		—		—	$	44,924
and CEO		2014	(2)	$	41,318		1,623		—		—		—		—		—	$	42,941
Haigang Song CFO, Treasurer and		2013	(1)	$	20,053		1,464		—		—		—		—		—	$	21,517
Secretary		2014	(2)	$	19,896		599		—		—		—		—		—	$	20,495
Xiaole Zhan		2013	(1)	$	22,918		1,545		—		—		—		—		—	$	24,463
Director		2014	(2)	$	20,922		693		—		—		—		—		—	$	21,615

(1) For the fiscal year ended December 31, 2013.

(2) For the fiscal year ended December 31, 2014.

Option/SAR Grants in Last Fiscal Year

We did not grant any stock options to our executive officers or directors from inception through the date of this report.

Director Compensation

We do not currently pay any compensation to our directors other than to Mr. Joseph Levinson, who receives annual cash compensation of $36,000, payable monthly. We have found such payments to be necessary in order to attract US based directors who are experienced with Chinese companies, are familiar with the accounting differences between the two countries and who have access to US capital markets. As of the date of this report, we have paid the cash through December, 2014.

We entered into Director Agreements with each of the four independent directors on June 13, 2011. We entered into Director Agreements with each of the four independent directors on June 13, 2011. The independent directors shall be paid a cash compensation of $3,000 in arrears. The agreement has terms and conditions customary in an independent director agreement, including non-compete and confidentiality clauses.

Executive Employment Contracts

Guangdong Xingbang has entered into employment agreements with Mr. Xiaohong Yao and Mr. Haigang Song. Each of these employment agreements are based on the form labor contract as required by PRC labor contract laws. The term of Mr. Yao’s employment is from July 1, 2014 to June 30, 2017 and Mr. Yao is paid a monthly salary of RMB 20,000 (approximately $3,223) as the CEO and President. The term of Mr. Song’s employment is from July 1, 2014 to June 30, 2017. Mr. Song is paid a monthly salary of RMB 9,000 (approximately $1,451) as the interim CFO. Under these agreements and the PRC labor laws, Guangdong Xingbang is obligated to pay employee compensation equal to one month’s salary for each year Guangdong Xingbang has employed such employee, up to twelve years, upon termination, except, but not limited to, where (1) the employee is held to be criminally liable; (2) the employee’s actions or inactions have resulted in a material adverse effect to Guangdong Xingbang; or (3) the employee seriously violated Guangdong Xingbang’s rule of conduct.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS

As of December 31, 2014, there were 81,244,000 shares of common stock outstanding. The following table sets forth certain information known to us with respect to the beneficial ownership of common stock as of that date by (i) each of our directors, (ii) each of our executive officers, and (iii) all of our directors and executive officers as a group. Except as set forth in the table below, there is no person known to us who beneficially owns more than 5% of our common stock.

Name and Address of Beneficial Owner	Number of Shares Beneficially Owned (1)			Percentage of Class (2)
Xiaohong Yao		45,000,000	(3)		55.39	%
Xiaole Zhan		8,000,000	(4)		9.85	%
Haigang Song		—			—
Joseph Levinson		—			—
Gangxian Su		—			—
Xingzheng Tan		—			—
Fei Wu		—			—
All directors and officers as a group (7 people)		53,000,000			65.24	%

(1) Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.

(2) The percentage of class is based on 81,244,000 shares of common stock issued and outstanding as of the date of this Registration Statement.

(3) Includes 44,999,000 shares of our common stock owned of record by Future Media International Limited and 1,000 shares of our common stock owned of record by Mr. Yao. Mr. Yao is the sole director of Future Media International Limited and the record holder of 90% of its capital stock and may be deemed beneficial owner of such shares. Ms. Zhong, the spouse of Mr. Yao, holds 10% of the capital stock of Future Media International Limited.

(4) Includes 8,000,000 shares of our common stock owned of record by World Achiever Limited. Xiaole Zhan is the sole director and holder of all of the capital stock of World Achiever Limited and thus may be deemed the beneficial owner of such shares.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Rental expenses paid to stockholders and a related company

Guangdong Xingbang leases office premises from two stockholders (Mr. Yao and his spouse) under an operating lease at a monthly rental of $15,363 which was due to expire on December 31, 2013. Guangdong Xingbang renewed the lease with a three-year term and is obligated to pay monthly rent of approximately RMB96,000 (approximately $15,472) until December 31, 2016. For the years ended December 31, 2014 and 2013, Guangdong Xingbang paid rent to these two stockholders of $186,952 and $181,528 respectively.

In June 2012, Xinyu Xingbang entered into a lease agreement with Xinyu Industry for office premises whereby the monthly rental is $2,740. The lease started on July 1, 2012 and will expire on June 30, 2015. For the years ended December 31, 2014 and 2013, Xinyu Xingbang paid the rent to Xinyu Industry of $33,106 and $33,183 respectively.

In October 2012, Xinyu Xingbang entered into a lease agreement with Xinyu Industry for showrooms with a monthly rental of $46,570. The lease started on October 1, 2012 and shall expire on September 30, 2016. On December 31, 2013, Xinyu Xingbang and Xinyu Industry agreed to terminate the lease agreement. For the years ended December 31, 2014 and 2013, Xinyu Xingbang paid a rent to Xinyu Industry of $0 and $550,287 respectively.

Expenses paid to a related company

For the years ended December 31, 2014 and 2013, Xinyu Xingbang paid service fee for Media Integrated Advertising Communication Package to Zhongxing Decoration of $14,606 and $0 respectively.

For the years ended December 31, 2014 and 2013, Xinyu Xingbang paid commission to Zhongxing Decoration for service flagship stores of $12,042 and $0 respectively. Mr. Yao and his spouse own 80% and 20% respectively, of the registered capital of Zhongxing Decoration.

Due to stockholders

As of December 31, 2014 and 2013, Guangdong Xingbang owed $0 and $184,350 respectively, to Mr. Yao and his spouse for lease of office premises used by Guangdong Xingbang. The amount due is unsecured, interest free and repayable on demand.

As of December 31, 2014 and 2013, WFOE owed $805,854 and $825,941 respectively, to Mr. Yao. The loan is interest free and unsecured. The loan was entered into on May 31, 2012, and the loan period started on June 11, 2012 and was due on June 10, 2013. On May 31, 2013 and August 7, 2014, the loan was renewed with the same terms and a renewed due date of June 11, 2015. The proceeds of the loan were used as the capital investment in Xinyu Xingbang, which is 50% owned by WFOE and 50% owned by Guangdong Xingbang.

As of December 31, 2014 and 2013, Guangdong Xingbang owed $805,854 and $825,941 respectively, to Mr. Yao. The loan is interest free and unsecured. The loan was entered into on May 31, 2012, and the loan period started on June 19, 2012 and was due on June 18, 2013. On June 10, 2013 and July 30, 2014, the loan was renewed with the same terms and a renewed due date of June 18, 2015. The proceeds of the loan were used as the capital investment in Xinyu Xingbang, which is 50% owned by WFOE and 50% owned by Guangdong Xingbang.

Movement of amount due to stockholders for the years ended December 31, 2014 and 2013 were as follows:

	December 31, 2014			December 31, 2013
Expenses accrued to stockholders	$	-		$	181,528
Repayments to stockholders		(181,110	)		-
	$	(181,110	)	$	181,528

Due to related companies

As of December 31, 2014 and 2013, Xinyu Xingbang owed $65,760 and $33,698 respectively to Xinyu Industry for rental expense of office used by Xinyu Xingbang. The amount due is unsecured, interest free and repayable on demand.

As of December 31, 2014 and 2013, Xinyu Xingbang owed $14,506 and $0 respectively to Zhongxing Decoration, for service fee paid for Media Integrated Advertising Communication Package. The amount due is unsecured, interest free and repayable on demand.

As of December 31, 2014 and 2013, Xinyu Xingbang owed $60 and $0 respectively to Zhongxing Decoration, for staff housing fund and social insurance paid on behalf of Xinyu Xingbang. The amount due is unsecured, interest free and repayable on demand.

On January 3, 2013, Guangdong Xingbang entered into a loan agreement with Xinyu Industry, with an amount of RMB1,000,000. The loan is interest free and unsecured with a loan period started on January 5, 2013 and became due on January 4, 2014. On January 3, 2014 and January 4, 2015, the loan agreement with Xinyu Industry was renewed with the same terms and a renewed due date of January 4, 2016. The use of this loan is solely for the operations of Guangdong Xingbang. As of December 31, 2014 and 2013, Guangdong Xingbang owed $161,171 and $165,189 respectively to Xinyu Industry for the relevant loan.

On January 10, 2013, Xinyu Xingbang entered into a loan agreement with Xinyu Industry, with an amount of RMB5,000,000. The loan is interest free and unsecured with a loan period started on January 15, 2013 and became due on January 14, 2014. On January 10, 2014, the loan agreement with Xinyu Industry was renewed with the same terms and a renewed due date of January 14, 2015. The use of this loan is only for the operation of Xinyu Xingbang. RMB3,000,000 was repaid on December 3, 2014. On January 14, 2015, the loan agreement with Xinyu Industry was renewed with an amount of RMB2,000,000, the same terms and a renewed due date of January 14, 2016. As of December 31, 2014 and 2013, Xinyu Xingbang owed $322,341 and $825,942 respectively to Xinyu Industry for the relevant loan.

On May 30, 2013, Guangdong Xingbang entered into a loan agreement with Xinyu Industry, with an amount of RMB500,000. The loan is interest free and unsecured with a loan period started on June 6, 2013 and is due on June 5, 2014. On July 30, 2014, the loan was renewed with the same terms and a renewed due date of June 5, 2015. The use of this loan is only for the operation of Guangdong Xingbang. As of December 31, 2014 and 2013, Guangdong Xingbang owed $80,585 and $82,594 respectively to Xinyu Industry for the relevant loan.

On September 5, 2013, Xinyu Xingbang entered into a loan agreement with Xinyu Industry, with an amount of RMB500,000. The loan is interest free and unsecured with a loan period started on September 12, 2013 and was due on September 11, 2014. On September 11, 2014, the loan agreement with Xinyu Industry was renewed with the same terms and a renewed due date of September 11, 2015. The use of this loan is only for the operation of Xinyu Xingbang. As of December 31, 2014 and 2013, Xinyu Xingbang owed $80,585 and $82,594 respectively to Xinyu Industry for the relevant loan.

On December 8, 2013, Guangdong Xingbang entered into a loan agreement with Xinyu Industry, with an amount of RMB500,000. The loan is interest free and unsecured with a loan period started on December 12, 2013 and is due on December 11, 2014. On December 12, 2014, the loan agreement with Xinyu Industry was renewed with the same terms and a renewed due date of December 11, 2015. The use of this loan is only for the operation of Guangdong Xingbang. As of December 31, 2014 and 2013, Guangdong Xingbang owed $80,585 and $82,594 respectively to Xinyu Industry for the relevant loan.

On December 8, 2013, Xinyu Xingbang entered into a loan agreement with Xinyu Industry, with an amount of RMB4,000,000. The loan is interest free and unsecured with a loan period started on December 12, 2013 and is due on December 11, 2014. On December 12, 2014, the loan agreement with Xinyu Industry was renewed with the same terms and a renewed due date of December 11, 2015. The use of this loan is only for the operation of Xinyu Xingbang. As of December 31, 2014 and 2013, Xinyu Xingbang owed $644,683 and $660,753 respectively to Xinyu Industry for the relevant loan.

On January 14, 2014, Guangdong Xingbang entered into a loan agreement with Xinyu Industry, with an amount of RMB500,000. The loan is interest free and unsecured with a loan period started on January 14, 2014 and is due on January 13, 2015. On January 13, 2015, the loan agreement with Xinyu Industry was renewed with the same terms and a renewed due date of January 13, 2016. The use of this loan is solely for the operations of Guangdong Xingbang. As of December 31, 2014 and 2013, Guangdong Xingbang owed $80,585 and $0 respectively to Xinyu Industry for the relevant loan.

On February 11, 2014, Guangdong Xingbang entered into a loan agreement with Xinyu Industry, with an amount of RMB500,000. The loan is interest free and unsecured with a term from February 13, 2014 and is due on February 12, 2015. On February 12, 2015, the loan agreement with Xinyu Industry was renewed with the same terms and a renewed due date of February 12, 2016. The use of this loan is solely for the operations of Guangdong Xingbang. As of December 31, 2014 and 2013, Guangdong Xingbang owed $80,585 and $0 respectively to Xinyu Industry for the relevant loan.

On February 11, 2014, Xinyu Xingbang entered into a loan agreement with Xinyu Industry, with an amount of RMB1,000,000. The loan is interest free and unsecured with a term from February 12, 2014 and is due on February 11, 2015. On February 11, 2015, the loan agreement with Xinyu Industry was renewed with the same terms and a renewed due date of February 11, 2016. The use of this loan is only for the operation of Xinyu Xingbang. As of December 31, 2014 and 2013, Xinyu Xingbang owed $161,171 and $0 respectively to Xinyu Industry for the relevant loan.

On March 8, 2014, Guangdong Xingbang entered into a loan agreement with Xinyu Industry, with an amount of RMB300,000. The loan is interest free and unsecured with a term from March 12, 2014 and is due on March 11, 2015. On March 11, 2015, the loan agreement with Xinyu Industry was renewed with the same terms and a renewed due date of March 11, 2016. The use of this loan is solely for the operations of Guangdong Xingbang. As of December 31, 2014 and 2013, Guangdong Xingbang owed $48,351 and $0 respectively to Xinyu Industry for the relevant loan.

On March 8, 2014, Xinyu Xingbang entered into a loan agreement with Xinyu Industry, with an amount of RMB500,000. The loan is interest free and unsecured with a term from March 12, 2014 and is due on March 11, 2015. On March 11, 2015, the loan agreement with Xinyu Industry was renewed with the same terms and a renewed due date of March 11, 2016. The use of this loan is only for the operation of Xinyu Xingbang. As of December 31, 2014 and 2013, Xinyu Xingbang owed $80,585 and $0 respectively to Xinyu Industry for the relevant loan.

On April 10, 2014, Xinyu Xingbang entered into a loan agreement with Xinyu Industry, with an amount of RMB2,000,000. The loan is interest free and unsecured with a term from April 14, 2014 and is due on April 13, 2015. The use of this loan is only for the operation of Xinyu Xingbang. As of December 31, 2014 and 2013, Xinyu Xingbang owed $322,341 and $0 respectively to Xinyu Industry for the relevant loan.

On April 20, 2014, Guangdong Xingbang entered into a loan agreement with Xinyu Industry, with an amount of RMB5,000,000. The loan is interest free and unsecured with a term from April 23, 2014 and is due on April 22, 2015. The use of this loan is solely for the operations of Guangdong Xingbang. As of December 31, 2014 and 2013, Guangdong Xingbang owed $805,854 and $0 respectively to Xinyu Industry for the relevant loan.

On September 8, 2014, Xinyu Xingbang entered into a loan agreement with Xinyu Industry, with an amount of RMB2,500,000. The loan is interest free and unsecured with a term from September 9, 2014 and is due on September 8, 2015. The use of this loan is only for the operation of Xinyu Xingbang. As of December 31, 2014 and 2013, Xinyu Xingbang owed $402,927 and $0 respectively to Xinyu Industry for the relevant loan.

On September 17, 2014, Guangdong Xingbang entered into a loan agreement with Xinyu Industry, with an amount of RMB1,000,000. The loan is interest free and unsecured with a term from September 18, 2014 and is due on September 17, 2015. The use of this loan is solely for the operations of Guangdong Xingbang. As of December 31, 2014 and 2013, Guangdong Xingbang owed $161,171 and $0 respectively to Xinyu Industry for the relevant loan.

On October 14, 2014, Xinyu Xingbang entered into a loan agreement with Xinyu Industry, with an amount of RMB2,000,000. The loan is interest free and unsecured with a term from October 14, 2014 and is due on October 13, 2015. The use of this loan is solely for the operations of Xinyu Xingbang. As of December 31, 2014 and 2013, Xinyu Xingbang owed $322,341 and $0 respectively to Xinyu Industry for the relevant loan.

On December 1, 2014, Xinyu Xingbang entered into a loan agreement with Xinyu Industry, with an amount of RMB2,000,000. The loan is interest free and unsecured with a term from December 1, 2014 and is due on November 30, 2015. The use of this loan is solely for the operations of Xinyu Xingbang. As of December 31, 2014 and 2013, Xinyu Xingbang owed $322,341 and $0 respectively to Xinyu Industry for the relevant loan.

On December 11, 2014, Guangdong Xingbang entered into a loan agreement with Xinyu Industry, with an amount of RMB300,000. The loan is interest free and unsecured with a term from December 11, 2014 and is due on December 10, 2015. The use of this loan is solely for the operations of Guangdong Xingbang. As of December 31, 2014 and 2013, Guangdong Xingbang owed $48,351 and $0 respectively to Xinyu Industry for the relevant loan.

On December 12, 2014, Guangdong Xingbang entered into a loan agreement with Xinyu Industry, with an amount of RMB2,000,000. The loan is interest free and unsecured with a term from November 12, 2014 and is due on November 11, 2015. The use of this loan is solely for the operations of Guangdong Xingbang. As of December 31, 2014 and 2013, Guangdong Xingbang owed $322,341 and $0 respectively to Xinyu Industry for the relevant loan.

Movement of amount due to related companies for the years ended December 31, 2014 and 2013 were as follows:

	December 31, 2014			December 31, 2013
Advances from related companies	$	3,586,498		$	2,033,248
Expenses accrued to stockholders		59,751			583,470
Expenses paid on behalf of the Company		60			-
Repayments to related companies		(498,896	)		(5,529	)
	$	3,147,413		$	2,611,189

Other

Other than employment and the foregoing arrangements, none of the following persons has any direct or indirect material interest in any transaction to which we are a party since our incorporation or in any proposed transaction to which we are proposed to be a party: (i) any of our directors or officers; (ii) any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our common stock; or (iii) any relative or spouse of any of the foregoing persons, or any relative of such spouse who has the same house as such person or who is a director or officer of any parent or subsidiary of our company.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth fees billed to us by our independent registered public accounting firm Baker Tilly Hong Kong Limited, CPA, during the fiscal year ended December 31, 2014 and 2013 for: (i) services rendered for the audit of our annual financial statements and the review of our quarterly financial statements; (ii) services by our independent registered public accounting firms that are reasonably related to the performance of the audit or review of our financial statements and that are not reported as audit fees; (iii) services rendered in connection with tax compliance, tax advice and tax planning; and (iv) all other fees for services rendered.

	2014		2013
Audit Fees	$	70,292	$	69,988
TOTAL	$	70,292	$	69,988

Board of Directors Pre-Approval Policies and Procedures

Our audit committee reviewed and approved all audit services provided by Baker Tilly Hong Kong, and has determined that the firm's provision of such services to us during fiscal 2014 is compatible with and did not impair the independence of Baker Tilly Hong Kong. It is the practice of our director to consider and approve in advance all auditing services provided to us by our independent auditors.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) (1) The following documents are filed as part of this report:

The following financial statements of China Xingbang Industry Group Inc. and Reports of Independent Registered Public Accounting Firms are presented in the “F” pages of this report:

Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of December 31, 2014 and 2013		F-3
Consolidated Statements of Operations and comprehensive loss for the Years ended December 31, 2014 and 2013		F-4
Consolidated Statements of Stockholders’ Deficit for the Years ended December 31, 2014 and 2013		F-5
Consolidated Statements of Cash Flows for the Years ended December 31, 2014 and 2013		F-6
Notes to the Consolidated Financial Statements		F-7 - F-24

(a) (2) The following financial statement schedule is filed as part of this report:

Schedules are omitted because the required information is not present or is not present in amounts sufficient to require submission of the schedule or because the information required is given in the consolidated financial statements or the notes thereto.

(a) (3) Exhibits

Exhibit No.		Description
3.1		Articles of Incorporation of the Registrant (1)
3.2		Certificate of Amendment to the Articles of Incorporation (1)
3.3		Bylaws of the Registrant (1)
10.1		Share Exchange Agreement (1)
10.2		Consulting Services Agreement dated May 13, 2011 between Guangdong Xingbang and the WFOE (1)
10.3		Operating Agreement dated May 13, 2011 by and among Guangdong Xingbang, its stockholders and the WFOE (1)
10.4		Voting Rights Proxy Agreement dated May 13, 2011 by and among Guangdong Xingbang, its stockholders and the WFOE (1)
10.5		Equity Pledge Agreement dated May 13, 2011 by and among Guangdong Xingbang, its stockholders and the WFOE (1)
10.6		Option Agreement dated May 13, 2011 by and among Guangdong Xingbang, its stockholders and the WFOE (1)
10.7		Unofficial English Translation of Labor Contract between Guangdong Xingbang and Xiaohong Yao (1)
10.8		Unofficial English Translation of Labor Contract between Guangdong Xingbang and Haigang Song (1)
10.9		Unofficial English translation of the Exclusive Advertising Agency Agreement with Shopping Guide Press with respect to Guzhen Lighting Weekly (4)
10.10		Unofficial English translation of the Exclusive Advertising Agency Agreement with Shopping Guide Press with respect to China Ceramic Weekly (4)
10.11		Letter of Authorization from Shopping Guide Press (2)
10.12		Director Agreement dated June 13, 2011 with Joseph Levinson (2)
10.13		Director Agreement dated June 13, 2011 with Gangxian Su (2)
10.14		Director Agreement dated June 13, 2011 with Xingzheng Tan (2)
10.15		Director Agreement dated June 13, 2011 with Fei Wu (2)
10.16		Form of Subscription Agreement (5)
10.17		Unofficial English translation of the Exclusive Advertising Agency Agreement with Shopping Guide Press with respect to Industry Economy Remark (6)
10.18		Unofficial English translation of the Addendum Agreement with Shopping Guide dated March 6, 2013 (6)
14.1		Code of Ethics adopted on June 15, 2011 (2)
21.1		List of Subsidiaries. (6)
31.1*		Certification of CEO pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of CFO pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*		Certification of the CEO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of the CFO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1		Audit Committee Charter adopted on June 15, 2011 (3)
99.2		Compensation Committee Charter adopted on June 15, 2011(3)
99.3		Nominating and Corporate Governance Committee Charter adopted on June 15, 2011(3)
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 Extension Presentation Linkbase Document

(1)	Incorporated by reference to the Company’s Registration Statement of Form 10 (File Number 000-54429) filed on June 6, 2011.
(2)	Incorporated by reference to Amendment No. 1 to the Company’s Registration Statement of Form 10 filed on July 19, 2011.
(3)	Incorporated by reference to Post-Effective Amendment No. 1 to the Company’s Registration Statement of Form 10 filed on August 9, 2011.
(4)	Incorporated by reference to Amendment No. 1 to the Company’s Registration Statement of Form 10 filed on July 19, 2011. Certain provisions have been omitted pursuant to a confidential treatment request. Omitted information has been filed separately with the Securities and Exchange Commission.
(5)	Incorporated by reference to the Registration Statement on Form S-1 filed on November 18, 2011.
(6)	Incorporated by reference to Exhibit 10.17, 10.18 and 21.1 to the Company’s Annual Report on Form 10-K filed on March 31, 2014.
*	Filed herein

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

	China Xingbang Industry Group Inc.
Date: March 27, 2015	By:	/s/ Xiaohong Yao
		Xiaohong Yao, Chairman, President and CEO
		(principal executive officer)
	By:	/s/ Haigang Song
		Haigang Song, Chief Financial Officer
		(principal financial officer)

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

March 27, 2015		/s/ Xiaohong Yao
		Xiaohong Yao, Chairman of the Board of Directors, President and CEO (principal executive officer)
March 27, 2015		/s/ Haigang Song
		Haigang Song, Chief Financial Officer
		(principal financial and accounting officer)
March 27, 2015		/s/ Xiaole Zhan
		Xiaole Zhan, Director
March 27, 2015		/s/ Joseph Levinson
		Joseph Levinson, Director
March 27, 2015		/s/ Gangxian Su
		Gangxian Su, Director
March 27, 2015		/s/ Xingzheng Tan
		Xingzheng Tan, Director
March 27, 2015		/s/ Fei Wu
		Fei Wu, Director

CHINA XINGBANG INDUSTRY GROUP INC.

CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2014 AND 2013

CONTENTS

Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of December 31, 2014 and 2013		F-3
Consolidated Statements of Operations and Comprehensive Loss for the Years ended December 31, 2014 and 2013		F-4
Consolidated Statements of Stockholders’ Deficit for the Years ended December 31, 2014 and 2013		F-5
Consolidated Statements of Cash Flows for the Years ended December 31, 2014 and 2013		F-6
Notes to the Consolidated Financial Statements		F-7 to F-24

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of:

China Xingbang Industry Group Inc.

We have audited the accompanying consolidated balance sheets of China Xingbang Industry Group Inc. and subsidiaries and variable interest entities, as of December 31, 2014 and 2013 and the related statements of operations and comprehensive loss, stockholders' deficit and cash flows for the years ended December 31, 2014 and 2013. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of China Xingbang Industry Group Inc. and subsidiaries and variable interest entities, as of December 31, 2014 and 2013, the results of its operations and its cash flows for the years ended December 31, 2014 and 2013 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company’s operations resulted in a net loss of $3,474,219 and used cash in operations of $2,485,774 for the year ended December 31, 2014. As of December 31, 2014, the Company had an unappropriated accumulated deficit of $8,500,442 and a working capital deficiency of $7,982,920. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans concerning this matter are also described in Note 3. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ BAKER TILLY HONG KONG LIMITED

Certified Public Accountants

Hong Kong

March 27, 2015

F-2

CHINA XINGBANG INDUSTRY GROUP INC.

CONSOLIDATED BALANCE SHEETS

	As of December 31,
	2014			2013
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	198,744		$	284,001
Accounts receivable, net		16,117			-
Prepaid expenses and other current assets		262,668			30,790
Total Current Assets		477,529			314,791
PROPERTY AND EQUIPMENT, NET		703,951			326,740
TOTAL ASSETS	$	1,181,480		$	641,531
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Deferred revenue	$	53,161		$	54,486
Other payables and accrued expenses		1,622,263			574,870
Due to stockholders		1,611,708			1,836,232
Due to related companies		5,173,317			2,098,552
Total Current Liabilities		8,460,449			4,564,140
COMMITMENTS AND CONTINGENCIES		-			-
STOCKHOLDERS' DEFICIT
Preferred stock ($0.001 par value, 60,000,000 shares
authorized, no shares issued as of December 31,
2014 and 2013)		-			-
Common stock ($0.001 par value, 300,000,000 shares
authorized and 81,244,000 shares issued and
outstanding as of December 31, 2014
and 2013 respectively)		81,244			81,244
Additional paid-in capital		959,330			959,330
Unappropriated accumulated deficit		(8,500,442	)		(5,026,223	)
Appropriated retained earnings		72,493			72,493
Accumulated other comprehensive income (loss)		108,406			(9,453	)
Total Stockholders' Deficit		(7,278,969	)		(3,922,609	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	1,181,480		$	641,531

See notes to financial statements.

F-3

CHINA XINGBANG INDUSTRY GROUP INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

	Years ended December 31
	2014			2013
REVENUE
Advertising	$	-		$	10,093
Consulting service		-			9,760
E-commerce		37,518			-
Total revenue		37,518			19,853
COST OF REVENUE
Advertising		-			64,319
Consulting service		-			79,058
E-commerce		1,278,142			404,784
Total cost of revenue		1,278,142			548,161
GROSS LOSS		(1,240,624	)		(528,308	)
OPERATING EXPENSES
Selling expenses		1,256,725			499,986
General and administrative expenses		903,093			1,447,095
Impairment of website development cost		-			505,624
Depreciation - property and equipment		111,003			116,387
Total operating expenses, net		2,270,821			2,569,092
NET LOSS FROM OPERATIONS		(3,511,445	)		(3,097,400	)
OTHER INCOME (EXPENSES)
Interest income		1,609			1,205
Other income		37,865			55,098
Other expenses		(2,866	)		(7,747	)
Gain (loss) on disposal of property and equipment, net		618			(146,415	)
Total other income (expenses), net		37,226			(97,859	)
NET LOSS BEFORE TAXES		(3,474,219	)		(3,195,259	)
Income tax expense		-			-
NET LOSS		(3,474,219	)		(3,195,259	)
OTHER COMPREHENSIVE GAIN (LOSS)
Foreign currency translation gain (loss)		117,859			(69,621	)
COMPREHENSIVE LOSS	$	(3,356,360	)	$	(3,264,880	)
Net loss per share
- basic and diluted	$	(0.04	)	$	(0.04	)
Weighted average number of shares outstanding during the year
- basic and diluted		81,244,000			81,244,000

See notes to financial statements.

F-4

CHINA XINGBANG INDUSTRY GROUP INC.

STATEMENTS OF STOCKHOLDERS’ DEFICIT

												Accumulated
	Common stock				Additional		Unappropriated			Appropriated		other
	Number of				paid-in		accumulated			retained		comprehensive
	shares		Amount		capital		deficit			earnings		gain (loss)			Total
Balance at December 31, 2012 (consolidated)		81,244,000	$	81,244	$	959,330	$	(1,830,964	)	$	72,493	$	60,168		$	(657,729	)
Net loss for the year		-		-		-		(3,195,259	)		-		-			(3,195,259	)
Foreign currency translation loss		-		-		-		-			-		(69,621	)		(69,621	)
Balance at December 31, 2013 (consolidated)		81,244,000	$	81,244	$	959,330	$	(5,026,223	)	$	72,493	$	(9,453	)	$	(3,922,609	)
Net loss for the year		-		-		-		(3,474,219	)		-		-			(3,474,219	)
Foreign currency translation gain		-		-		-		-			-		117,859			117,859
Balance at December 31, 2014 (consolidated)		81,244,000	$	81,244	$	959,330	$	(8,500,442	)	$	72,493	$	108,406		$	(7,278,969	)

See notes to financial statements.

F-5

CHINA XINGBANG INDUSTRY GROUP INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Years ended December 31,
	2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(3,474,219	)	$	(3,195,259	)
Adjusted to reconcile net loss to cash used in operating activities:
Depreciation - property and equipment		111,003			116,387
Amortization - website development cost		-			114,961
Impairment of website development cost		-			505,624
(Gain) loss on disposal of property and equipment, net		(618	)		146,415
Changes in operating assets and liabilities
(Increase) decrease in:
Accounts receivable		(16,228	)		-
Prepaid expenses and other current assets		(234,235	)		68,555
Increase (decrease) in:
Accounts payable		-			(2,212	)
Deferred revenue		-			(19,852	)
Other payables and accrued expenses		1,068,712			(74,462	)
Income tax payable		-			(67,863	)
Related companies payables		59,811			583,470
Stockholders payables		-			181,528
Net cash used in operating activities		(2,485,774	)		(1,642,708	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(501,705	)		(141,401	)
Payments for website development cost		-			(168,685	)
Proceeds from disposals of property and equipment		3,499			5,328
Net cash used in investing activities		(498,206	)		(304,758	)
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from related companies		3,586,498			2,033,248
Repayments to stockholders		(181,110	)		-
Repayments to related companies		(498,896	)		(5,529	)
Net cash provided by financing activities		2,906,492			2,027,719
EFFECT OF EXCHANGE RATES ON CASH		(7,769	)		6,218
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(85,257	)		86,471
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR		284,001			197,530
CASH AND CASH EQUIVALENTS AT END OF YEAR	$	198,744		$	284,001
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest expenses	$	-		$	-
Cash paid for income tax	$	-		$	17,638

Supplementary disclosure:

The leasehold improvement for the showrooms of $833,673 was wholly relinquished by Xinyu Xingbang in order to offset the amount due to Xinyu Xingbang Industry Co., Ltd. (“Xinyu Industry”) of $682,618 arose from the rental of showrooms, resulting in a loss on disposal with $151,055 in 2013.

See notes to financial statements.

F-6

CHINA XINGBANG INDUSTRY GROUP INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A) Organization

China Xingbang Industry Group Inc. (“Xingbang NV” or the “Company”) was incorporated in Nevada on April 12, 2011 as a holding company.

Xing Bang Industry Group Limited (“Xingbang BVI”) was incorporated in the British Virgin Islands (“BVI”) on March 24, 2011 as a holding company and is wholly owned by Xingbang NV.

China Group Purchase Alliance Limited (“Xingbang HK”) was incorporated in Hong Kong on August 5, 2008 as a holding company and is wholly owned by Xingbang BVI. Xingbang HK established Guangzhou Xingbang Information Consulting Co., Ltd., a wholly foreign owned enterprise (the “WFOE”), on May 12, 2011 in the People’s Republic of China (“PRC”) to provide consulting, investment and technical services to Guangdong Xingbang Industry Information & Media Co., Ltd. (“Guangdong Xingbang”).

Guangdong Xingbang was incorporated in the PRC on January 17, 2005 as a limited liability company. Guangdong Xingbang is a print media operator serving the home furnishing industry in the PRC. Guangdong Xingbang also provides marketing consulting services to clients in the home furnishing industry and local government in the PRC. Starting from August 2011, Guangdong Xingbang began to provide e-commerce services, namely B2B2C (Business-to-Business-to-Consumer), to manufacturers and distributors, and brick-and-mortar stores located in different parts of the PRC through an e-commerce platform, referred to as ju51 Mall, developed by Guangdong Xingbang.

Xinyu Xingbang Information Industry Co., Ltd (“Xinyu Xingbang”) was incorporated in the PRC on June 11, 2012 for the purpose of continuing the business of Guangdong Xingbang as Guangdong Xingbang winds down its operations. Pursuant to the Articles of Associations of Xinyu Xingbang, Guangdong Xingbang and the WFOE each invested $787,030 (RMB 5,000,000) in Xinyu Xingbang and each owns 50% of the equity interest of Xinyu Xingbang. Under the Xinyu Xingbang Articles of Association, the WFOE is entitled to appoint the sole director and all members of the management team of Xinyu Xingbang and the WFOE is entitled to receive 99.99% of Xinyu Xingbang’s net profit. Based on the relevant PRC regulations, an Internet Content Provider license, or ICP license, issued by the Chinese Ministry of Industry and Information Technology, is required for Xinyu Xingbang to conduct business as currently contemplated. In order to be granted the ICP license, foreign investor’s ownership of Xinyu Xingbang cannot exceed 50%. Xinyu Xingbang obtained its ICP license in February 2013. Guangdong Xingbang which does not have any revenue generating operations will continue its corporate existence to hold the equity interest in Xinyu Xingbang.

Pursuant to (i) a series of contractual arrangements between the WFOE, Guangdong Xingbang and all the stockholders of Guangdong Xingbang (ii) the share exchange agreement between Xingbang NV, Xingbang BVI and all the stockholders of Xingbang BVI, and (iii) the WFOE’s 50% equity ownership of Xinyu Xingbang, the results of all these entities are consolidated together. Since they are under common control, the contractual arrangements and share exchange were accounted for as a reorganization of entities under common control (See Note 2(A)).

F-7

(B) Principles of consolidation

The accompanying consolidated group financial statements of China Xingbang Industry Group Inc., its subsidiaries and variable interest entities (“VIEs”) (collectively the “Group”) have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).

All significant inter-company accounts and transactions have been eliminated in consolidation.

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount 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 results could differ from those estimates.

(D) Cash and cash equivalents

For purpose of the statements of cash flows, cash and cash equivalents include cash on hand and demand deposits with banks with a maturity of less than three months.

(E) Variable interest entity

In accordance with Accounting Standards Codification, or ASC 810, the Company analyzes its variable interests including its equity investments. The Company determines its interests in potential VIEs and then assesses whether the Company is the primary beneficiary of each VIE. If the Company determines it is the primary beneficiary of a VIE, the Company consolidates its assets, liabilities, results of operations and cash flows (see note 2A). If the Company is not the primary beneficiary, the Company accounts for such interests using other applicable GAAP.

(F) Property and equipment

Depreciation is provided on a straight-line basis, less estimated residual value over the assets’ estimated useful lives. The estimated useful lives are as follows:

Leasehold improvements	10 years (or the lease term, if shorter)
Motor vehicles	5 years
Office equipment	5 years

F-8

(G) Long-lived assets

According to paragraph 360-10-35-17 of the ASC, all long-lived assets, including property and equipment, are reviewed for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. If impairment is indicated, we reduce the carrying value of the asset to fair value. Fair value would be determined by the use of appraisals, discounted cash flow analyses or comparable fair values of similar assets.

(H) Fair value of financial instruments

ASC 820 Fair Value Measurements and Disclosures define fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price).” The standard establishes a consistent framework for measuring fair value and expands disclosure requirements about fair value measurements. ASC 820, among other things, requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Fair Value Hierarchy

ASC 820 discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow) and the cost approach (cost to replace the service capacity of an asset or replacement cost). The statement utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

Level 1 – Valuation is based upon quoted prices for identical instruments traded in active markets.

Level 2 – Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

Level 3 – Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect our estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flows models and similar techniques.

The Company did not identify any assets or liabilities that are required to be presented on the balance sheet at fair value in accordance with ASC 820 as the carrying values of cash and cash equivalents, net, other current assets, due to related companies and stockholders and other payables and accrued expenses approximate their fair values due to the short maturities of these instruments.

The carrying amounts of the Company's financial instruments at December 31 are summarized as follows:

	2014		2013
Financial assets:
Cash and cash equivalents	$	198,744	$	284,001
Other current assets		117,035		15,853
Financial Liabilities:
Other payables and accrued expenses		1,622,263		574,870
Due to stockholders		1,611,708		1,836,232
Due to related companies		5,173,317		2,098,552

F-9

(I) Revenue recognition

The Company recognizes revenues under ASC 605, Revenue Recognition when all of the following have occurred: persuasive evidence of arrangement with the customer, services have been performed, fees are fixed or determinable and collectability of the fees is reasonably assured.

Advertising

The Company previously published two weekly newspapers, namely “Guzhen Lighting Weekly” and “China Ceramic Weekly”. The newspapers were distributed free of charge to manufacturers, dealers, accessory providers and decoration designers engaged in lighting and ceramics industries in the PRC. During the second quarter of 2012, the printing and publication of the two newspapers were combined into one, namely “Industry Economy Review”. The combined newspaper was distributed free of charge to general distributors engaged in the home furnishings industry in the PRC. The Company derived revenue from the sale of advertising space in the newspaper. Newspaper advertising contracts generally had a term of one year or less. The customers usually paid the fees in advance which are recorded as deferred revenue under current liabilities. The advertising revenue was recognized as income when the advertisements are published in the newspaper or the related advertising services are rendered.

As of December 31, 2013, we ceased the production of our newspaper as we have been shifting the focus to e-commerce. The circulation of the “Industry Economy Review” was discontinued on December 31, 2013.

Consulting service

The Company previously provided various marketing consulting services to its clients in the PRC based on a negotiated fixed-price time contract. The clients usually paid the fees in advance when the contract is signed or before the commencement of work. The Company recognized these services-based revenues from contracts when (i) services are rendered; (ii) clients recognized the completion of services; and (iii) collectability is reasonably assured. Fees received in advance were recorded as deferred revenue under current liabilities. The consulting service business was discontinued as of December 31, 2013.

E-Commerce

The Company provides various e-commerce services to its clients in the PRC based on a negotiated fixed-price time contract for use of its online platform. The clients usually pay the fees in advance when the contract is signed or before the use of e-commerce. The Company recognizes these services-based revenues from contracts when (i) services are rendered; (ii) clients recognized the completion of services; and (iii) collectability is reasonably assured. Fees received in advance are recorded as deferred revenue under current liabilities. The Company also develops other sources of revenue and charges commission on transactions made through the Ju51 mall. Besides the ju51 platform, the Company also signed an agency agreement with Xinyu Zhongxing Decoration Technical Network Company Limited (“Zhongxing Decoration”) as a business strategy partner, which helps finding technical service station, developing and operating channel service, and promotion. As an agency, it shares partial profit from the Company’s e-commerce platform, 5% from the trading commission from each merchant’s transaction in Ju51 platform, 100% from technical service station annual fee, and 10% of the franchise service platform service fee income.

(J) Cost of revenue

Cost of advertising

Cost of advertising mainly includes printing cost, editorial fees, agent fees and business tax which are recognized as the costs are incurred.

Cost of consulting service

Cost of consulting services mainly includes the salaries of consulting service providers and business tax related to the service.

Cost of e-commerce

Cost of e-commerce mainly includes amortization of website development cost, salaries of website administrators, commission paid to technical service stations, service fee for Media Integrated Advertising Communication Package and business tax related to the service.

F-10

(K) Income taxes

Income taxes are accounted for under the asset and liability method in accordance with ASC 740-10. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes in the enactment date. The Company provides valuation allowances against the net deferred tax asset for amounts that are not considered more likely than not to be realized.

A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The adoption had no effect on the Company’s financial statements.

Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences, and deferred tax assets are recognized to the extent that is probable that taxable profit will be available against which deductible temporary differences can be utilized. Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the profit or loss, except when it is related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax asset and liabilities on a net basis. As of December 31, 2014 and 2013, the Company has no net deferred tax assets.

(L) Foreign currency transactions

The reporting currency of the Company is the United States Dollar ("US$"). Xingbang NV, Xingbang BVI, Xingbang HK, WFOE, Guangdong Xingbang and Xinyu Xingbang maintain their accounting records in their functional currencies of US$, Hong Kong Dollars (“HK$”), HK$, Renminbi (“RMB”), RMB and RMB respectively. Foreign currency transactions during the year are translated to the functional currency at the approximate rates of exchange on the dates of transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the approximate rates of exchange at that date. Non-monetary assets and liabilities are translated at the rates of exchange prevailing at the time the asset or liability was acquired. Exchange gains or losses are recorded in the statement of operations.

The financial statements are translated into US$ using the closing rate method. The balance sheet items are translated into US$ using the exchange rates at the respective balance sheet dates. The capital and various reserves are translated at historical exchange rates prevailing at the time of the transactions while income and expenses items are translated at the average exchange rate for the year. All exchange differences are recorded within equity.

The exchange rates used to translate amounts in HK$ and RMB into US$ for the purposes of preparing the financial statements were as follows:

	December 31, 2014	December 31, 2013
Balance sheet items, except for share capital, additional paid-in capital and retained earnings as of year ended	US$1=HK$7.8 =RMB6.2046	US$1=HK$7.8 =RMB6.0537
Amounts included in the statements of operations and cash flows for the year	US$1=HK$7.8 =RMB6.1620	US$1=HK$7.8 =RMB6.1478

F-11

The translation gain recorded for the year ended December 31, 2014 was $117,859. The translation loss recorded for the year ended December 31, 2013 was $69,621.

The value of RMB against US$ and other currencies may fluctuate and is affected by, among other things, changes in PRC’s political and economic conditions. Any significant revaluation of RMB may materially affect the Company’s financial condition in terms of US$ reporting.

(M) Other comprehensive gain (loss)

The foreign currency translation gains (losses) resulting from translation of the financial statements expressed in HK$ and RMB to US$ are reported as other comprehensive gain (loss) in the statements of operations and stockholders’ deficit. Other comprehensive gain for the year ended December 31, 2014 and other comprehensive loss for the year ended December 31, 2013 was $117,859 and $69,621 respectively.

(N) Segments

ASC 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. The Company has determined it has three reportable segments, advertising, consulting service and e-commerce. (See Note 9).

(O) Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2014-09 "Revenue from Contracts with Customers" (Topic 606) ("ASU 2014-09"). ASU 2014-09 is a comprehensive new revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. In adopting ASU 2014-09, companies may use either a full retrospective or a modified retrospective approach. ASU 2014-09 is effective for the first interim period within annual reporting periods beginning after December 15, 2016, and early adoption is not permitted. The Company will adopt ASU 2014-09 during the first quarter of fiscal 2017. Management is evaluating the provisions of this statement and has not determined what impact the adoption of ASU 2014-09 will have on the Company's financial position or results of operations.

In August 2014, FASB issued ASU No. 2014-15 Preparation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. Under GAAP, continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity’s liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. If and when an entity’s liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial Statements—Liquidation Basis of Accounting. Even when an entity’s liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. In those situations, financial statements should continue to be prepared under the going concern basis of accounting, but the amendments in this Update should be followed to determine whether to disclose information about the relevant conditions and events. The amendments in this Accounting Standards Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company will evaluate the going concern considerations in this ASU, however, at the current time, management does not believe that it met conditions which would make the Company's financial statements for this period be subject to additional disclosure requirements.

All other accounting standards that have been issued or proposed by the FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.

2. GROUP RESTRUCTURING

(A) VIE

On May 13, 2011, the Company, through its PRC subsidiary WFOE, entered into a series of contractual arrangements consisting of five agreements with Guangdong Xingbang and all the stockholders of Guangdong Xingbang. These five agreements and their consequences are described below.

(i) A consulting service agreement, pursuant to which Guangdong Xingbang grants WFOE the right to manage and operate Guangdong Xingbang. In return, Guangdong Xingbang agreed to pay 100% of its net income, in each quarter, as consulting fee to WFOE. The Consulting Services Agreement is effective until it is terminated by either party in the event the other party becomes bankrupt or insolvent, WFOE ceases operations, or if circumstances arise which materially and adversely affect the performance or the objectives of such agreement. WFOE may also terminate such agreement if Guangdong Xingbang fails to remediate a material breach, or in its sole discretion with or without cause.

F-12

(ii) A voting rights proxy agreement, pursuant to which the stockholders of Guangdong Xingbang irrevocably grant WFOE with all of their voting rights as stockholder of Guangdong Xingbang. The Voting Right Proxy Agreement is effective until terminated by mutual agreement or by the WFOE with a 30-day prior written notice.

(iii) an option agreement, pursuant to which:

	(a)	WFOE or its designee has an exclusive option to purchase all or part of the equity interests in Guangdong Xingbang, and;
	(b)	Guangdong Xingbang may not enter into any transaction that could materially affect its assets, liabilities, equity or operations without the prior written consent of WFOE. The Operating Agreement is effective for the maximum period of time permitted by Chinese law (currently 20 years).

(iv) An equity pledge agreement, pursuant to which each of the stockholders of Guangdong Xingbang has pledged his or her equity interest in Guangdong Xingbang to WFOE to secure their obligations under the relevant contractual control agreements, including but not limited to, the obligations of Guangdong Xingbang and its subsidiaries under the exclusive services agreement, the call option agreement, the voting rights proxy agreement described above, and each of them has agreed not to transfer, sell, pledge, dispose of or create any encumbrance on their equity interest in Guangdong Xingbang without the prior written consent of WFOE. The equity pledge agreement is effective for the maximum period of time permitted by Chinese law (currently 20 years). In the event Guangdong Xingbang fails to cure a material breach, WFOE may, among other remedies available, terminate such agreement, and;

(v) An operating agreement, pursuant to which each of the stockholders of Guangdong Xingbang has agreed to appoint the members recommended by WFOE as the Directors of Guangdong Xingbang, and shall appoint members of WFOE’s senior management as Guangdong Xingbang’s Chief Executive Officer, President, Chief Financial Officer, and other senior officers. The Operating Agreement is effective for the maximum period of time permitted by Chinese law (currently 20 years), unless terminated by WFOE with a 30-day prior written notice. In addition, the WFOE has the right to terminate the Operating Agreement in the event any of the agreements between WFOE and Guangdong Xingbang are terminated or expire.

In the PRC restructuring transaction described above, the Company gained indirect control of Guangdong Xingbang and Guangdong Xingbang is now a VIE for which the Company is the primary beneficiary.

The Company accounts for its VIEs in accordance with ASC 810, which requires the consolidation of VIEs in which a company has both the power to direct the activities of the VIEs that most significantly impact the VIEs' economic performance and the obligation to absorb losses or the right to receive the benefits from the VIEs that could potentially be significant to the VIEs. The Company assesses all newly created entities and those with which the Company becomes involved to determine whether such entities are VIEs and, if so, whether or not the Company is their primary beneficiary.

F-13

As required by ASC 810-10, the Company performs a qualitative assessment to determine whether the Company remains the primary beneficiary of Guangdong Xingbang, which also owns 50% of the equity interest of Xinyu Xingbang. A qualitative assessment begins with an understanding of the nature of the risks in the entity as well as the nature of the entity’s activities including terms of the contracts entered into by the entity, ownership interests issued by the entity and the parties involved in the design of the entity. The Company’s assessment on the involvement with Guangdong Xingbang reveals that the Company has the absolute power to direct the most significant activities that impact the economic performance of Guangdong Xingbang and Xinyu Xingbang. Under the accounting guidance, the Company is deemed to be the primary beneficiary of Guangdong Xingbang and the results of Guangdong Xingbang and Xinyu Xingbang are consolidated in the Company’s group financial statements for financial reporting purposes. As of December 31, 2014 and 2013, the Company has no equity interest in Guangdong Xingbang, none of the Company’s assets serve as collateral for Guangdong Xingbang; creditors of Guangdong Xingbang have no recourse to the Company; and the Company has not provided any guarantees to Guangdong Xingbang.

The assets and liabilities associated with Guangdong Xingbang and Xinyu Xingbang are consolidated and presented on a gross basis, prior to consolidation adjustments with other entities in the Group, and are as follows:

	As of December 31,
	2014			2013
Cash and cash equivalents	$	137,870		$	258,701
Accounts receivable, net		16,117			-
Prepaid expenses and other current assets		255,660			30,790
Due from group companies		1,401,127			1,136,975
Property and equipment, net		703,951			326,740
Total assets	$	2,514,725		$	1,753,206
Deferred revenue	$	53,161		$	54,486
Other payables and accrued expenses		1,577,392			531,204
Due to group companies		400,993			444,026
Due to stockholders		805,854			1,010,291
Due to related companies		5,173,317			2,098,552
Total current liabilities		8,010,717			4,138,559
Deficit of variable interest entities		(5,495,992	)		(2,385,353	)
Total liabilities and deficit	$	2,514,725		$	1,753,206

As of December 31, 2014, the Company agreed to waive the management fee payable by Guangdong Xingbang for a period of 3 years from May 13, 2014 to May 12, 2017 in order for Guangdong Xingbang to keep enough cash to fund its e-commerce business.

The liabilities recognized as a result of consolidating the VIEs do not necessarily represent additional claims on the Company’s general assets; rather, they represent claims against the specific assets of the consolidated VIEs. Conversely, assets recognized as a result of consolidating the VIEs do not represent additional assets that could be used to satisfy claims by the Company’s creditors as they are not legally included within the Company’s general assets.

Immediately prior to the PRC restructuring transactions that were completed on May 13, 2011, the Chief Executive Officer of the Company, Mr. Yao Xiaohong (“Mr. Yao”) and his spouse controlled Guangdong Xingbang as they owned 90% and 10% respectively of its registered capital. The Chief Executive Officer also indirectly controlled WFOE as he owned 56.25% of the issued share capital of Xingbang BVI, the sole stockholder of WFOE. As WFOE and Guangdong Xingbang are under common control, the contractual arrangements have been accounted for as a reorganization of entities under common control and the Group’s financial statements were prepared as if the reorganization occurred at the beginning of the first period presented.

(B) Share exchange

On May 13, 2011, Xingbang NV entered into a share exchange agreement with Xingbang BVI and the stockholders of Xingbang BVI in which the stockholders of Xingbang BVI exchanged 100% of the issued share capital of Xingbang BVI, valued at $80,000, for 79,999,000 shares of common stock of Xingbang NV. Xingbang BVI became a wholly owned subsidiary of Xingbang NV. Prior to the share exchange, the sole stockholder of Xingbang NV owned 56.25% of the issued share capital of Xingbang BVI. As both companies are under common control, the share exchange involving Xingbang NV and Xingbang BVI is being treated for accounting purposes as a capital transaction and a reorganization of entities under common control with Xingbang NV as the accounting acquirer and Xingbang BVI as the accounting acquiree. The consolidated financial statements were prepared as if the reorganization occurred at the beginning of the first period presented.

F-14

Accordingly, these consolidated financial statements include the following:

1.	The balance sheets consisting of the net assets of the acquirer and acquiree at historical cost; and
2.	The statements of operations including the operations of the acquirer and acquiree for the periods presented.

3. GOING CONCERN

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company’s operations resulted in a net loss of $3,474,219 and used cash in operations of $2,485,774 for the year ended December 31, 2014. As of December 31, 2014, the Company had an unappropriated accumulated deficit of $8,500,442 and a working capital deficiency of $7,982,920.

In the course of its development activities, the Company continues to sustain losses. The Company predicts that it will start generating profits in 2015. The Company expects to finance its operations primarily through capital contributions from stockholders and related companies. The Company borrowed from stockholders and related companies a net amount of $2,906,492 during 2014, and the stockholders and related companies agreed to lend more funds to the Company as needed for management to execute its business plan for at least the next twelve months.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required until such time as it can generate sources of recurring revenues and to ultimately attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

4. PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets at December 31 consisted of the following:

	2014		2013
Advance to staff	$	10,775	$	955
Prepaid expenses		134,858		13,982
Rental and other deposits paid		15,325		13,501
Other receivables		101,710		2,352
	$	262,668	$	30,790

5. PROPERTY AND EQUIPMENT, NET

The following is a summary of property and equipment, net at December 31:

	2014			2013
Leasehold improvements	$	93,560		$	95,893
Office equipment		889,769			447,159
Motor vehicles		319,911			327,885
		1,303,240			870,937
Less: accumulated depreciation		(599,289	)		(544,197	)
	$	703,951		$	326,740

Depreciation expenses for the years ended December 31, 2014 and 2013 were $111,003 and $116,387 respectively. Net gain on disposal of property and equipment for the year ended December 31, 2014 was $618 and net loss on disposal of property and equipment for the year ended December 31, 2013 was $146,415.

On December 31, 2013, Xinyu Xingbang and Xinyu Industry agreed upon the termination of the lease agreement of the showrooms. The leasehold improvement for the showrooms, which was completed during the fourth quarter of 2013, was wholly relinquished by Xinyu Xingbang in order to offset the amount due to Xinyu Industry arose from the rental of showrooms, resulting in a loss on disposal with $151,055 in 2013.

F-15

6. OTHER PAYABLES AND ACCRUED EXPENSES

Other payables and accrued expenses at December 31 consisted of the following:

	2014		2013
Customer deposits and prepayments	$	1,202,093	$	258,010
Business and other taxes payable		9,720		48,710
Other payables		6,744		76,664
Accrued expenses		403,706		191,486
	$	1,622,263	$	574,870

7. OTHER INCOME

For the years ended December 31, 2014 and 2013, the Company recorded other income of $37,865 and $55,098 respectively. For the year ended December 31, 2014, the other income is mainly contributed by the government grant from finance bureau. For the year ended December 31, 2013, the other income is mainly contributed by the overprovision of payables booked in prior years.

8. INCOME TAX

Xingbang NV was incorporated in the United States on April 12, 2011 and has net operating loss carry forwards for income taxes amounting to approximately $1,401,645 as of December 31, 2014 which may be available to reduce future years’ taxable income. These net operating loss carry forwards will expire, if not utilized, commencing in 2030. Management believes that the realization of the benefits from these losses appears uncertain due to the Xingbang’s NV limited operating history and continuing losses. Accordingly, a full deferred tax asset valuation allowance has been provided and no net deferred tax asset benefit has been recorded. The respective valuation allowance at December 31, 2014 was approximately $476,559. The net change in the valuation allowance for 2014 was an increase of approximately $95,587.

Xingbang BVI was incorporated in the BVI on March 24, 2011 and under current laws of the BVI and is not subject to tax on income.

Xingbang HK was incorporated in Hong Kong and is subject to the income tax regulation of Hong Kong. No provision for income tax has been made. Xingbang HK has incurred operating loss for the year ended December 31, 2014. The tax loss cannot be carried forward to reduce future years’ taxable income as there was no revenue earned during the year.

WFOE was incorporated in the PRC and is subject to PRC income tax which is computed according to the relevant laws and regulations in the PRC. The applicable income tax rate is 25%. WFOE did not have any revenue during the year ended December 31, 2014 and, accordingly, no income tax has been provided. WFOE has net operating loss carry forwards for income taxes amounting to approximately $4,362 as of December 31, 2014 which may be available to reduce future year’s taxable income. These net operating loss carry forwards will expire, if not utilized, commencing in 2016. Management believes that the realization of the benefits from these losses appears uncertain due to WFOE’s limited operating history and continuing losses. Accordingly, a full deferred tax asset valuation allowance has been provided and no net deferred tax asset benefit has been recorded. Together with other temporary differences, the net valuation allowance at December 31, 2014 has approximately $1,085. The net change in the valuation allowance for 2014 was an increase of approximately $231.

Guangdong Xingbang was incorporated in the PRC and is subject to PRC income tax which is computed according to the relevant laws and regulations in the PRC. The applicable income tax rate is 25%. Starting in 2009, the Company was qualified as a "new or high-technology enterprise" in which its income tax rate is reduced to 15% until year 2012. No provision for income tax has been made as Guangdong Xingbang did not have assessable net income for the year. The qualification has expired and the tax rate is 25% in 2014. Guangdong Xingbang has net operating loss carry forwards for income taxes amounting to approximately $2,711,836 as of December 31, 2014 which may be available to reduce future years’ taxable income. These net operating loss carry forwards will expire, if not utilized, commencing in 2016. Management believes that the realization of the benefits from these losses appears uncertain due to the Guangdong Xingbang’s limited operating history and continuing losses. Accordingly, a full deferred tax asset valuation allowance has been provided and no net deferred tax asset benefit has been recorded. Together with other temporary differences, the net valuation allowance at December 31, 2014 was approximately $861,454. The net change in the valuation allowance for 2014 was an increase of approximately $402,672.

F-16

Xinyu Xingbang was incorporated in the PRC and is subject to PRC income tax which is computed according to the relevant laws and regulations in the PRC. The applicable income tax rate is 25%. No provision for income tax has been made as Xinyu Xingbang did not have assessable net income for the year. Xinyu Xingbang has net operating loss carry forwards for income taxes amounting to approximately $1,795,787 as of December 31, 2014 which may be available to reduce future years’ taxable income. These net operating loss carry forwards will expire, if not utilized, commencing in 2018. Management believes that the realization of the benefits from these losses appears uncertain due to Xinyu Xingbang’s limited operating history and continuing losses. Accordingly, a full deferred tax asset valuation allowance has been provided and no net deferred tax asset benefit has been recorded. Together with other temporary differences, the net valuation allowance at December 31, 2014 was approximately $880,190. The net change in the valuation allowance for 2014 was an increase of approximately $465,244.

The tax effects of significant items comprising deferred tax assets as of December 31, 2014 and 2013 are as follows:

	2014			2013
Deferred tax assets:
Depreciation and amortization of property and equipment and website development cost	$	467,107		$	173,093
Deferred revenue		78,610			40,327
Payables and accrued expenses		73,504			206,527
Tax loss		1,604,555			835,607
		2,223,776			1,255,554
Deferred tax liabilities:
Receivables and prepaid expenses		(4,488	)		-
		2,219,288			1,255,554
Valuation allowance		(2,219,288	)		(1,255,554	)
	$	-		$	-

The reconciliation of income taxes computed at the statutory income tax rates to total income taxes for the years ended December 31, 2014 and 2013 is as follows:

	2014			2013
Loss before income taxes	$	(3,474,219	)	$	(3,195,259	)
Tax at PRC statutory income tax rate of 25%		(868,555	)		(798,815	)
Effect of different tax rates of subsidiaries operating in other jurisdiction		(24,957	)		(27,285	)
Non-deductible expenses		6,959			49,925
Non-taxable income		(8,114	)		-
Valuation allowance		963,734			759,325
Others		(69,067	)		16,850
Income tax expenses	$	-		$	-

F-17

9. SEGMENTS

The Company operates in three reportable segments, advertising, consulting services and e-commerce. The Company evaluates segment performance based on income from operations. All inter-company transactions between segments have been eliminated on consolidation. As a result, the components of operating income for one segment may not be comparable to another segment. The following is a summary of the Company’s segment information for the years ended December 31, 2014 and 2013:

2014	Advertising		Consulting Services		E-commerce			Elimination		Total
Revenues	$	-	$	-	$	37,518		$	-	$	37,518
Gross loss		-		-		(1,278,142	)		-		(1,278,142	)
Net loss		-		-		(3,474,219	)		-		(3,474,219	)
Total assets		-		-		1,181,480			-		1,181,480
Capital expenditure		-		-		501,705			-		501,705
Depreciation and amortization		-		-		111,003			-		111,003

2013	Advertising			Consulting Services			E-commerce			Elimination		Total
Revenues	$	10,093		$	9,760		$	-		$	-	$	19,853
Gross loss		(54,226	)		(69,298	)		(404,784	)		-		(528,308	)
Net loss		(1,649,091	)		(166,710	)		(1,073,496	)		-		(2,889,297	)
Total assets		436,241			25,661			179,629			-		641,531
Capital expenditure		96,153			5,656			208,277			-		310,086
Depreciation and amortization		79,144			4,655			147,549			-		231,348

A reconciliation is provided for unallocated amounts relating to corporate operations which is not included in the segment information

	2014			2013
Total net loss for reportable segments	$	(3,474,219	)	$	(2,889,297	)
Unallocated amounts relating to corporate operations		-			(305,962	)
Total net loss	$	(3,474,219	)	$	(3,195,259	)

F-18

10. STOCKHOLDERS’ DEFICIT

(A) Common stock

On May 13, 2011, the Company issued 79,999,000 shares of common stock in reverse merger for the recapitalization of Xingbang BVI and re-organization of Xingbang NV.

On May 13, 2011, the Company issued 1,000 shares of common stock to the Chief Executive Officer at par value totaling $1 for cash upon formation of the Company.

Stock to be issued for private placement

On September 20, 2011, the Company entered into several Subscription Agreements with a number of employees and third parties relating to subscription of 1,244,000 shares of common stock of the Company to be issued at an offering price of $0.31 (RMB $2) per share for a total cash consideration of $385,640. As of December 31, 2011, the total cash consideration was fully settled.

(B) Appropriated retained earnings

The Company’s PRC subsidiary is required to make appropriation to the statutory surplus reserve at 10% of the after-tax net income annually until the total contributions equal to 50% of the entities’ registered capital. The statutory reserve funds are restricted for use to set off against prior period losses, expansion of production and operations or for the increase in the registered capital of the respective companies. This reserve is therefore not available for distribution except in liquidation.

For the years ended December 31, 2014 and 2013, the Company has no contractually controlled affiliate to its reserve funds based on its net income in accordance with the laws and regulations of the PRC.

11. COMMITMENTS AND CONTINGENCIES

(A) Defined contribution retirement plans

The full time employees of the Company are entitled to employee benefits including medical care, welfare subsidies, unemployment insurance and pension benefits through a Chinese government mandated multi-employer defined contribution plan. The Company is required to accrue for those benefits based on certain percentages of the employees’ salaries and make contributions to the plans out of the amounts accrued for medical and pension benefits. The total provision and contributions made for such employee benefits for the years ended December 31, 2014 and 2013 were $287,072 and $88,273 respectively. The Chinese government is responsible for the medical benefits and the pension liability to be paid to these employees.

(B) Rental leases commitment

Guangdong Xingbang leases office premises from two stockholders (Mr. Yao and his spouse) under an operating lease at a monthly rental of $15,472 until December 31, 2016 pursuant to certain lease agreement.

In September 2013, Guangdong Xingbang lease Zhongshan office premises from an independent third party, Zhongshan Guzhen Asset Management Ltd, pursuant to a lease agreement and pays a monthly rental of $1,845, which expires on August 31, 2018.

Xinyu Xingbang leases office premises from Xinyu Industry under an operating lease at a monthly rental of $2,740, which expires on June 30, 2015. Mr. Yao and his spouse own 90% and 10% respectively, of the registered capital of Xinyu Industry.

In August 2014, Xinyu Xingbang leased Guangzhou office premises from an independent third party, Jingyan Yang, pursuant to a lease agreement and pays a monthly rental of $1,048. The lease shall expire on August 27, 2015.

F-19

As of December 31, 2014, the Company had outstanding commitments with respect to the above operating leases, which are due as follows:

For the fiscal years ending December 31,
2015		222,790
2016		222,571
2017		36,902
2018		24,602
Total	$	506,865

Rental expenses for the year ended December 31, 2014 and 2013 was $246,571 and $772,447 respectively.

As of December 31, 2014, the Company had contracted capital commitment of $11,429 for the purchase of office furniture.

12. RELATED PARTY TRANSACTIONS

Rental expenses paid to stockholders and a related company

In October 2012, Xinyu Xingbang entered into a lease agreement with Xinyu Industry for showrooms with a monthly rental of $46,570. The lease started on October 1, 2012 and shall expire on September 30, 2016. On December 31, 2013, Xinyu Xingbang and Xinyu Industry agreed to terminate of the lease agreement. For the years ended December 31, 2014 and 2013, Xinyu Xingbang paid a rent to Xinyu Industry of $0 and $550,287 respectively.

Expenses paid to a related company

For the years ended December 31, 2014 and 2013, Xinyu Xingbang paid service fee for Media Integrated Advertising Communication Package to Zhongxing Decoration of $14,606 and $0 respectively.

Due to stockholders

F-20

Movement of amount due to stockholders for the years ended December 31, 2014 and 2013 were as follows:

	December 31, 2014			December 31, 2013
Expenses accrued to stockholders	$	-		$	181,528
Repayments to stockholders		(181,110	)		-
	$	(181,110	)	$	181,528

Due to related companies

F-21

F-22

On December 11, 2014, Guangdong Xingbang entered into a loan agreement with Xinyu Industry, with an amount of RMB300,000. The loan is interest free and unsecured with a term from December 11, 2014 and is due on December 10, 2015. The use of this loan is solely for the operations of Guangdong Xingbang. As of December 31, 2014 and 2013, Guangdong Xingbang owed $48,351 and $0 respectively to Xinyu Industry for the relevant loan.

Movement of amount due to related companies for the years ended December 31, 2014 and 2013 were as follows:

	December 31, 2014			December 31, 2013
Advances from related companies	$	3,586,498		$	2,033,248
Expenses accrued to stockholders		59,751			583,470
Expenses paid on behalf of the Company		60			-
Repayments to related companies		(498,896	)		(5,529	)
	$	3,147,413		$	2,611,189

13. CONCENTRATIONS AND RISKS

As of December 31, 2014 and 2013, all of the Company’s assets were located in the PRC and Hong Kong and all of the Company’s revenues were derived from customers located in the PRC.

For the year ended December 31, 2014 and 2013, there were no suppliers according for 10% or more of the Company’s purchases.

F-23

Details of the customers accounting for 10% or more of the Company’s sales are as follows:

	Customer A			Customer B
For the year ended December 31,
2014		-			41	%
2013		82	%		-

As of December 31, 2014 and 2013, the accounts receivable from these customers were $16,117 and $0.

14. SUBSEQUENT EVENTS

The Company has evaluated the existence of significant events subsequent to the balance sheet date through the date the financial statements were issued and has determined that there were no subsequent events or transactions which would require recognition or disclosure in the financial statements, other than noted herein.

On January 4, 2015, the loan agreement between Guangdong Xingbang and Xinyu Industry amounted to $161,171 (RMB1,000,000) was renewed. The loan is interest free and unsecured with a loan period started on January 5, 2015 and is due for repayment on January 4, 2016. The loan agreement was fully paid off in January 2015.

On January 13, 2015, the loan agreement between Guangdong Xingbang and Xinyu Industry amounted to $80,585 (RMB500,000) was renewed. The loan is interest free and unsecured with a loan period started on January 14, 2015 and is due for repayment on January 13, 2016. The loan agreement was fully paid off in January 2015.

On January 14, 2015, the loan agreement between Xinyu Xingbang and Xinyu Industry amounted to $322,341 (RMB2,000,000) was renewed. The loan is interest free and unsecured with a loan period started on January 15, 2015 and is due for repayment on January 14, 2016. The loan agreement was fully paid off in January 2015.

On February 11, 2015, the loan agreement between Xinyu Xingbang and Xinyu Industry amounted to $161,171 (RMB1,000,000) was renewed. The loan is interest free and unsecured with a loan period started on February 12, 2015 and is due for repayment on February 11, 2016. The loan agreement was fully paid off in February 2015.

On February 12, 2015, the loan agreement between Guangdong Xingbang and Xinyu Industry amounted to $80,585 (RMB500,000) was renewed. The loan is interest free and unsecured with a loan period started on February 13, 2015 and is due for repayment on February 12, 2016. The loan agreement was fully paid off in February 2015.

On March 11, 2015, the loan agreement between Guangdong Xingbang and Xinyu Industry amounted to $48,351 (RMB300,000) was renewed. The loan is interest free and unsecured with a loan period started on March 12, 2015 and is due for repayment on March 11, 2016. The loan agreement was fully paid off in March 2015.

On March 11, 2015, the loan agreement between Xinyu Xingbang and Xinyu Industry amounted to $80,585 (RMB500,000) was renewed. The loan is interest free and unsecured with a loan period started on March 12, 2015 and is due for repayment on March 11, 2016. The loan agreement was fully paid off in March 2015.

On January 12, 2015, Guangdong Xingbang entered into a loan agreement with Xinyu Industry, with an amount of $322,341 (RMB2,000,000). The loan is interest free and unsecured with a loan period started on January 13, 2015 and is due for repayment on January 12, 2016. The use of this loan is only for the operation of Guangdong Xingbang.

On January 12, 2015, Xinyu Xingbang entered into a loan agreement with Xinyu Industry, with an amount of $161,171 (RMB1,000,000). The loan is interest free and unsecured with a loan period started on January 13, 2015 and is due for repayment on January 12, 2016. The use of this loan is only for the operation of Xinyu Xingbang.

On February 8, 2015, Guangdong Xingbang entered into a loan agreement with Xinyu Industry, with an amount of $225,639 (RMB1,400,000). The loan is interest free and unsecured with a loan period started on February 9, 2015 and is due for repayment on February 8, 2016. The use of this loan is only for the operation of Guangdong Xingbang.

On February 10, 2015, Xinyu Xingbang entered into a loan agreement with Xinyu Industry, with an amount of $161,171 (RMB1,000,000). The loan is interest free and unsecured with a loan period started on February 11, 2015 and is due for repayment on February 10, 2016. The use of this loan is only for the operation of Xinyu Xingbang.

Starting from January 2015, in order to have a more direct cooperation of technical service station, Xinyu Xingbang, Zhongxing Decoration and technical service stations entered into a third party agreement pursuant to which Zhongxing Decoration gave up as the middle person, allowing Xinyu Xingbang to directly sign cooperation agreements with technical service stations.

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Filing Compare · China Xingbang Industry Group Inc.