UNITED ~~STATESSECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, ~~2013~~2014

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

~~For~~KUN ~~transition~~DE ~~period~~INTERNATIONAL ~~_________~~HOLDINGS toINC. ~~_________~~(Exact name of registrant as specified in its charter)

Commission file number: 333-162518

Delaware		333-162518		68-0677444
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

~~SECURE~~Yihao ~~LUGGAGE~~Ge ~~SOLUTIONS~~41E ~~INC.~~Gangyi ~~(Exact~~Haoting ~~name~~Yard, ofChuanbu ~~registrant~~Road asLouhu ~~specified~~District, inShenzhen ~~its~~City ~~charter~~Guandong Province, China (Address of principal executive offices) (Zip Code)

Delaware		68-0677444
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
2375 East Camelback Road, 5th Floor, Phoenix, Arizona		85016
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: +86 (755) 8885-5778

~~Registrant’s~~Securities ~~telephone~~registered ~~number:~~pursuant to Section 12(~~602~~b) ~~387-4035~~of the Act: None

Securities registered ~~under~~pursuant to Section 12(bg) of the ~~Exchange~~ Act: ~~None~~

~~Securities registered under Section 12(g) of the Exchange Act:~~ Common Stock, $0.001 Par Value

~~Indicate~~(Title ~~by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405~~ of ~~the Securities Act. Yes ¨ No x~~class)

Indicate by check mark if the registrant is ~~not~~a ~~required~~well-known toseasoned ~~file~~issuer, ~~reports~~as ~~pursuant~~defined toin ~~Section~~Rule 13405 ~~or 15(d)~~ of the ~~Exchange~~Securities Act. ¨Yes x ¨ No x

Indicate by check mark ~~whether~~if the registrant ~~(1)~~is ~~filed~~not ~~all reports~~ required to befile ~~filed~~reports bypursuant to Section 13 or Section 15(d) of the ~~Securities Exchange~~ Act ~~of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days~~. ¨Yes x No ¨

~~Indicate~~Note by– ~~check~~Checking ~~mark whether~~ the ~~registrant~~box ~~has~~above ~~submitted~~will ~~electronically~~not ~~and~~relieve ~~posted on its corporate Web site, if~~ any, ~~every~~registrant ~~Interactive Data File~~ required to befile ~~submitted~~reports ~~and posted~~ pursuant to ~~Rule~~Section ~~405~~13 ofor ~~Regulation S-T~~ 15(~~§232.405~~d) of ~~this chapter) during~~ the ~~preceding~~Exchange 12Act ~~months~~from ~~(or~~their ~~for~~obligations ~~such~~under ~~shorter~~those ~~period that the registrant was required to submit and post such files)~~Sections. ~~Yes ¨ No ¨~~

Indicate by check mark ifwhether ~~disclosure~~the ofregistrant ~~delinquent~~(1) ~~filers~~has ~~pursuant~~filed all reports required to ~~item~~be ~~405~~filed ofby ~~Regulation~~Section ~~S-K~~13 isor ~~not~~15(d) ~~contained~~of ~~herein,~~the ~~and~~Securities ~~will~~Exchange ~~not~~Act beof ~~contained,~~1934 toduring the ~~best~~preceding of12 ~~registrant’s~~months ~~knowledge,~~(or infor ~~definitive~~such ~~proxy~~shorter orperiod ~~information~~that ~~statements~~the ~~incorporated~~registrant bywas ~~reference~~required into ~~Part~~file ~~III~~such ofreports), ~~this~~and ~~Form~~(2) ~~10-K~~has orbeen ~~any~~subject ~~amendment~~ to ~~this~~such ~~Form~~filing ~~10-K.~~requirements for the past 90 days. xYes ¨ No

Indicate by check mark whether the registrant ishas asubmitted ~~large~~electronically ~~accelerated~~and ~~filer,~~posted anon ~~accelerated~~its ~~filer~~corporate Web site, aif ~~non-accelerated~~any, ~~filer~~every orInteractive aData ~~smaller~~File ~~reporting~~required ~~company.~~to ~~See~~be ~~the~~submitted ~~definitions~~and posted pursuant to Rule 405 of ~~“large~~Regulation ~~accelerated~~S-T ~~filer,”~~(§ ~~“accelerated~~232.405 ~~filer”~~of ~~and~~this ~~“smaller~~chapter) ~~reporting~~during ~~company”~~the inpreceding ~~Rule~~12 ~~12b-2~~months of(or for such shorter period that the ~~Exchange~~registrant ~~Act~~was required to submit and post such files).: xYes ¨ No

~~Large~~Indicate ~~accelerated~~by ~~filer~~check ¨mark ~~Accelerated~~if ~~filed~~disclosure ¨of ~~Non~~delinquent filers pursuant to Item 405 of Regulation S-~~accelerated~~K ~~filer~~(§ ¨229.405 ~~Smaller~~of ~~reporting~~this ~~company~~chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in a 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 x No

Indicate by check mark whether the registrant is a ~~shell~~large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. ~~(as~~See ~~defined~~the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act). ~~Yes x No ¨~~

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

~~The~~Note. If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the ~~voting and non-voting~~ common ~~equity~~stock held by non-affiliates ~~computed~~may bybe ~~reference~~calculated toon the ~~price~~basis atof ~~which~~assumptions reasonable under the ~~common~~circumstances, ~~equity~~provided ~~was~~that ~~sold~~the asassumptions ofare ~~June~~set ~~30,~~forth ~~2012~~in ~~was~~this ~~$-0-~~Form.

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold as of June 30, 2014 was $-0-

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ¨Yes ¨ No ¨

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.: 2040,~~707~~677,000 shares of common stock are outstanding as of ~~December~~May 3122, ~~2013~~2015.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). None

~~Table~~TABLE ofOF ~~Contents~~ CONTENTS

PART I
ITEM 1.	BUSINESS	3
Item 1.	Business	3
ITEM 1A.	RISK FACTORS	7
Item 1A.	Risk Factors	9
ITEM 1B.	UNRESOLVED STAFF COMMENTS	13
Item 1B.	Unresolved Staff Comments	25
ITEM 2.	PROPERTIES	13
Item 2.	Properties	25
ITEM 3.	LEGAL PROCEEDINGS	13
Item 3.	Legal Proceedings	25
ITEM 4.	[REMOVED AND RESERVED]	13
Item 4.	Mine Safety Disclosures	25
PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	14
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	26
ITEM 6.	SELECTED FINANCIAL DATA	15
Item 6.	Selected Financial Data	29
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	15
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MAKET RISK	18
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk`	32
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	18
Item 8.	Financial Statements and Supplementary Data	33
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	18
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	34
ITEM 9A.	CONTROLS AND PROCEDURES	19
Item 9A.	Controls and Procedures	34
ITEM 9B.	OTHER INFORMATION	20
Item 9B.	Other Information	35
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	21
Item 10.	Directors, Executive Officers and Corporate Governance	36
ITEM 11.	EXECUTIVE COMPENSATION	24
Item 11.	Executive Compensation	40
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	26
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	41
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	27
Item 13.	Certain Relationships and Related Transactions, and Director Independence	41
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	28
Item 14.	Principal Accounting Fees and Services	42
PART IV
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	29
Item 15.	Exhibits, Financial Statement Schedules	43
SIGNATURES		3044

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

Information included in this Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Kun De International Holdings Inc. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

PART I

ITEM 1. BUSINESS.

~~This annual report contains forward-looking statements. These statements relate to future events or our future financial performance.~~ In ~~some~~this ~~cases~~report, ~~you~~unless ~~can~~the ~~identify~~context ~~forward-looking~~requires ~~statements by terminology such as "may"~~otherwise, ~~"should",~~references ~~"expects",~~to ~~"plans",~~the "~~anticipates~~Company", "~~believes",~~Kun De"~~estimates"~~, "~~predicts~~we", "~~potential~~us" orand "~~continue~~our" ~~or the negative of these terms or other comparable terminology. These statements~~ are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry’s actual results, levels of activity, performance or achievements to beKun ~~materially~~De ~~different~~International ~~from~~Holdings ~~any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements~~Inc.

~~Although~~CORPORATE weHISTORY believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

~~Our~~Prior ~~financial~~Business ~~statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.~~Operations

InWe ~~this~~were ~~annual~~incorporated ~~report,~~in ~~unless~~the ~~otherwise~~State ~~specified~~of Delaware on December 4, ~~all~~2008 ~~dollar~~under ~~amounts~~the ~~are~~name ~~expressed~~"Secure Luggage Solutions Inc.". We had been a fully operational development stage company previously engaged in ~~United~~the ~~States~~business ~~dollars~~of luggage wrap. Luggage wrap is a product that is applied to checked luggage in a retail kiosk with the passenger present and ~~all~~is ~~references~~a plastic covering applied by a machine. Our prior business operations involved researching, creating, designing, marketing and distributing our luggage wrap product at pre check-in areas of airports to ~~"common~~passengers ~~shares"~~that ~~refer~~choose to utilize luggage wrap. We continuously and actively promoted our luggage wrap services to carriers, airport management and other parties operating within the ~~common~~Vancouver ~~shares~~International Airport, which was our initial marketing target. To that end, we previously entered into certain agreements with unrelated third parties, which were generally operational private companies that operated a comprehensive storefront baggage service in Vancouver, British Columbia, Canada, including baggage handling, pick-up and drop-off services, shipping, storage, and wrapping. We also previously investigated the possibilities of offering our ~~capital~~services ~~stock~~at the Seattle-Tacoma International Airport, Toronto International Airport, Los Angeles International Airport, O’Hare (Chicago) International Airport, Hartsfield (Atlanta) International Airport, and San Francisco International Airport.

AsOn ~~used~~November 7, 2010, we entered into an exclusive five year license agreement with Secure Luggage Systems Inc., a corporation based in ~~this~~Alberta, ~~annual~~Canada, ~~report~~which was then controlled by our President, Chief Executive Officer and Director, Donald G. Bauer. The agreement gave us the ~~terms~~exclusive "right for a term of five years to sell, market and manufacture our patented baggage wrapping system, which conveyed checked luggage from entrance to exit while applying a single layer of shrink plastic around the luggage. With respect to the supply of our product, we" also previously established a relationship with Satel-95 Ltd., "which was a bag wrap equipment manufacturer located in Sofia, Bulgaria. We had a non-binding understanding with Satel-95 whereby Satel-95 was to provide us" with the machines and "related equipment to apply our ~~company"~~luggage ~~mean~~wrap ~~Secure~~material ~~Luggage~~in ~~Solutions~~consideration ~~Inc.~~of ~~unless~~50% of the ~~context~~net ~~clearly~~operating ~~requires~~profit orfrom ~~states~~the ~~otherwise~~luggage wrap business.

~~Corporate~~During ~~History~~August 2014, our then management decided that the luggage wrap operational business aspects were not monetarily or financially successful and, therefore, determined that it would be in our best interests and our shareholders to change our business strategy. See "Item 1. Business - Current Business Operations".

We were incorporated in the State of Delaware on December 4, 2008. We are a development stage company in the business of luggage wrap. Luggage wrap is a product that is applied to checked luggage in a retail kiosk with the passenger present. Our product is a plastic covering applied by a machine. We intend to offer our luggage wrap product at pre check-in areas of airports to passengers that choose to utilize luggage wrap. As of the date of this filing, we have not entered into any license agreements with airports that would allow us to offer our luggage wrap product at pre check-in areas of airports. We continue to actively promote our luggage wrap services to carriers, airport management and other parties operating within the Vancouver International Airport, which is our initial marketing target we have identified to begin our operations.3

3Change in Control

~~Our~~On ~~Business~~August 14, 2014, our sole officer and director, Donald E. Bauer ("Bauer"), entered into that certain stock and debt purchase agreement dated August 14, 2014 (the "Stock & Debt Purchase Agreement") with World Financial Holdings Group ("World Financial"). In accordance with the terms and provisions of the Stock & Debt Purchase Agreement, Bauer sold an aggregate 17,487,000 shares of common stock held of record to World Financial and 1,802,000 shares of Regulation S restricted stock, representing an aggregate equity interest of 93.28% equity interest. In accordance with the terms and provisions of the Stock & Debt Purchase Agreement, the Stock & Debt Purchase Agreement was consummated, the shares were transferred to World Financial and Bauer tendered his resignation as our President/Chief Executive Officer, Secretary, Treasurer/Chief Financial Officer and sole director after we brought current our filings under the Securities Exchange Act of 1934, as amended, and effected the name change and reverse stock split with FINRA. The debt purchased was $3,000 debt previously incurred by us January 22, 2012 and evidenced by that certain promissory note dated August 13, 2014 (the "Promissory Note").

~~Our~~SUBMISSION ~~business~~OF isMATTERS ~~luggage~~TO ~~wrap.~~A WeVOTE ~~intend~~OF toSECURITY ~~market~~HOLDERS and provide the luggage wrap services at various airports in North America. Luggage wrap is a product that is applied to checked luggage in a retail kiosk with the passenger present. Our product is a plastic covering applied by a machine. We offer two different processes that apply the plastic covering. One process we offer rotates the luggage while applying multiple layers of stretchable plastic film around the luggage. The other process we offer conveys checked luggage from entrance to exit while applying a single layer of shrink plastic around the luggage. Our luggage wrap product will be offered at pre check-in areas of airports to passengers that choose to utilize our luggage wrap product. We will charge from $5 to $10 (depending on size) for each piece of luggage wrapped with our luggage wrap product.

WeName ~~have~~Change ~~entered~~Amendment/Reverse ~~into~~Stock a relationship with Satel-95 Ltd., a bag wrap equipment manufacturer located in Sofia Bulgaria. There is no written agreement regarding the relationship between our company and Satel and the term of the relationship will continue indefinitely until either party to the relationship desires to terminate the relationship. Pursuant to the terms of the relationship, Satel will provide us with the machines and related equipment to apply our luggage wrap material, in exchange for 50% of the operating profit from our luggage wrap business. We will use the machinery and equipment furnished by Satel to operate our luggage wrap business. Accordingly, after the payment of all related costs and expenses, which include airport concession fees, personnel fees, and product expenses, operating profit from our luggage wrap business will be allocated 50% to us and 50% to Satel, as compensation to Satel for the use of its luggage wrap machines.Split

WeOn ~~cannot~~August ~~provide~~18, ~~any~~2014, ~~guarantee~~our ormajority ~~assurance~~shareholder ~~regarding~~approved ~~the~~a ~~term~~reverse stock split of one for five hundred (1:500) of our ~~relationship~~total ~~with~~issued ~~Satel.~~and Weoutstanding ~~anticipate~~shares of common stock (the “Stock Split”) and a change in our name from "Secure Luggage Solutions Inc." to " Kun De International Holdings Inc." (the ~~event~~"Name ofChange"). Pursuant to our Bylaws and the ~~termination~~Delaware Revised Statutes, a vote by the holders of ~~that~~at ~~relationship,~~least wea ~~may~~majority ~~purchase~~of ~~luggage~~our ~~wrapping~~outstanding ~~machines~~votes is required to effect the Stock Split and ~~equipment~~the ~~from~~Name ~~Satel~~Change. InOur ~~the~~articles ~~event~~of ~~that~~incorporation ~~the~~do ~~relationship~~not ~~terminates~~authorize ~~and~~cumulative wevoting. ~~cannot~~As ~~purchase~~of ~~luggage~~the ~~wrap~~record ~~machinery~~date orof ~~equipment~~August ~~from~~18, ~~Satel~~2014, we ~~believe~~had ~~that~~20,677,000 wevoting ~~will~~shares beof ~~able~~common tostock ~~purchase~~issued ~~similar~~and ~~machinery~~outstanding. ~~and~~The ~~equipment~~consenting ~~from~~stockholders ~~other~~of ~~manufacturers~~the shares of common stock were entitled to ~~operate~~17,487,000 votes, which represented approximately 93.28% of the voting rights associated with our ~~luggage~~shares ~~wrap~~of ~~business~~common stock. The consenting stockholders voted in favor of the Stock Split and the Name Change described herein in a unanimous written consent dated August 18, 2014.

OnThe ~~November~~Board 7,of ~~2010,~~Directors ~~our~~had ~~company~~previously ~~entered~~considered ~~into~~factors anregarding ~~exclusive~~their ~~license~~approval ~~agreement~~of ~~with~~the ~~Secure~~Stock ~~Luggage~~Split ~~Systems Inc. (“SL Systems”)~~including, anbut ~~Alberta,~~not ~~Canada~~limited ~~corporation, for a five-year term. SL Systems agreed~~ to: ~~appoint~~(i) ~~our~~current ~~company~~trading asprice ~~the representative~~ of ~~the~~our ~~baggage~~shares ~~wrapping systems that conveys checked luggage from entrance to exit while applying a single layer~~ of ~~shrink~~common ~~plastic~~stock ~~around~~on the ~~luggage,~~OTC ~~developed~~QB byMarket ~~SL Systems which are protected by US Patent #5,890,345~~ and ~~Canadian~~potential ~~Patent~~to ~~#CA~~increase ~~2, 162,637, for~~ the ~~marketing~~marketability ~~rights~~ and ~~manufacturing~~liquidity ~~rights~~ of ~~the~~our ~~wrapping~~common ~~systems.~~stock; ~~Our~~(ii) ~~company~~possible isreluctance ~~subject to a royalty fee~~ of ~~ten~~brokerage ~~percent~~firms ~~(10%) of gross revenue~~ and ~~additional~~institutional ~~10%~~investors ofto ~~manufacturing~~recommend ~~cost.~~lower-priced ~~Pursuant~~stocks to ~~the~~their ~~agreement,~~clients ~~our~~or ~~company agreed~~ to ~~pay~~hold ~~$500,000~~in ~~consisting~~their ofown ~~$30,000~~portfolios; ~~cash~~(iii) ~~and~~desire ~~1,175,000~~to ~~common~~meet ~~shares~~future ofrequirements ~~our company, at the higher value~~ of ~~$0.40~~ per -share ~~or the market closing~~ price ~~per~~and ~~share,~~net astangible ofassets ~~the~~and ~~closing~~shareholders’ ~~date~~equity ofrelating ~~the~~to ~~agreement.~~admission ~~The~~for ~~agreement~~trading ~~shall~~on ~~automatically~~other bemarkets; ~~deemed~~and ~~extended for an additional five~~ (5iv) ~~year~~posturing ~~term upon expiry of~~ the ~~first~~Company ~~five~~and ~~(5)~~its ~~year~~structure ~~term,~~in asfavorable ~~long~~position ~~as our company is not~~ in ~~default~~order ~~and~~to ~~successive~~effectively ~~terms~~negotiate ~~upon~~with ~~mutual~~potential ~~agreement~~acquisition ~~by both parties~~candidates. OnOur ~~November~~Board 7,of ~~2010,~~Directors ~~our~~approved ~~company~~the ~~prepaid~~Name ~~$30,000~~Change inand ~~cash~~the toStock SLSplit ~~Systems.~~and ~~Pursuant~~recommended toour anmajority ~~oral~~shareholders ~~agreement~~review byand ~~parties,~~approve the ~~closing~~Name ~~date~~Change ofand the ~~agreement~~Stock ~~will be no later than February 28, 2011~~Split.

4The Stock Split was effected based upon the filing of appropriate documentation with FINRA. The Stock Split decreased our total issued and outstanding shares of common stock from approximately 20,677,000 shares to 41,354 shares of common stock. The common stock continues to be $0.001 par value.

~~Our~~The ~~challenge~~Name ~~for~~Change ~~the~~was ~~next~~effected ~~twelve months will be~~ to ~~obtain~~better ~~financing~~reflect tothe ~~assist~~future ~~the~~business ~~development~~operations of ~~markets for our luggage wrap product at commercially viable locations and then market~~ the ~~luggage wrap product to customers~~Company.

We may be unable to raise the financing to develop our intended markets, obtain license agreements with targeted airports, operate in commercially viable locations or our product of wrapping bags may be too narrowly focused to satisfy the needs of the market. In that case, our company may have to research and develop other applications or we may need to abandon our business plans.4

~~Our~~Amendment ~~independent~~to ~~contractor,~~Articles James Westmacott, is currently negotiating with appropriate personnel at Vancouver International Airport, British Columbia regarding offering our luggage wrap services at that airport. Mr. Westmacott, as a result of ~~his~~Incorporation career with Cathay Pacific Airlines and Harmony Airlines, has relationships with various personnel at Vancouver International Airport. We believe that Mr. Westmacott’s relationship with those personnel provides us with an advantage in connection with negotiating a luggage wrap situation at that airport. We anticipate that we should have a decision from Vancouver International Airport regarding our luggage wrap services no later than June 30, 2011.

WeOn ~~anticipate~~August ~~that~~18, in2014, ~~addition~~our toBoard ~~Vancouver~~of ~~International~~Directors ~~Airport,~~and wethe ~~will~~majority ~~approach~~shareholders ~~the~~approved ~~appropriate~~an ~~personnel~~amendment atto ~~Seattle-Tacoma~~the ~~International~~articles ~~Airport,~~of ~~Toronto~~incorporation ~~International~~to ~~Airport,~~change ~~Los~~our ~~Angeles~~name to "Kun De International ~~Airport,~~Holdings ~~O’Hare~~Inc." (~~Chicago~~the “Name Change Amendment”). ~~International~~The ~~Airport,~~Amendment ~~Hartsfield~~was ~~(Atlanta)~~filed ~~International~~with ~~Airport~~the Secretary of State of Delaware on August 21, ~~and~~2014 ~~San~~changing ~~Francisco~~our name to "Kun De International ~~Airport~~Holdings Inc." (the "Name Change"). The Name Change was effected to ~~offer~~better reflect our ~~luggage~~future ~~wrap~~business ~~services~~operations.

~~Currently,~~DESIGNATION weOF ~~have~~SERIES noA ~~revenues~~PREFERRED ~~and~~STOCK no customers. Because of our relationship with Satel, and our license agreement with SL Systems we are able to offer our luggage wrap business immediately. Additionally, we believe our prices will be competitive with our competitors.

InEffective ~~providing~~January ~~our~~5, ~~luggage wrap services~~2015, weour ~~will~~Board ~~either~~of ~~utilize~~Directors ~~Model~~of ~~BW-400~~Kun ~~stretch~~De ~~wrapping~~International ~~machines~~Holdings ~~and related equipment furnished by Satel~~Inc., ~~According~~a toDelaware ~~Satel,~~corporation (the ~~Model~~"Company") ~~BW-400~~approved ~~stretch~~the ~~wrapping~~designation ~~machine~~of is1,000 ~~used~~shares ~~world-wide,~~of inseries ~~countries~~A ~~including,~~preferred ~~but~~stock ~~not~~with ~~limited~~a ~~to,~~par ~~Russia,~~value ~~Venezuela,~~of ~~Germany,~~$0.001 (the ~~Czech~~"Designation ~~Republic,~~of ~~Pakistan,~~Series ~~Canada,~~A ~~Turkey,~~Preferred ~~Spain, Austria, United Arab Emirates, Egypt, and Saudi Arabia~~Stock"). ~~Additionally,~~The inDesignation ~~providing~~of ~~our~~Series ~~luggage~~A ~~wrap~~Preferred ~~services,~~Stock wewas ~~may~~filed ~~use~~with ~~equipment~~the ~~available~~Delaware toSecretary usof ~~under~~State ~~the~~on ~~license~~January ~~agreement~~21, ~~that~~2015. isThe ~~manufactured~~Designation byprovides SLfor ~~Systems~~certain orrights ofand ~~our~~preferences ~~manufacture.~~as follows:

OnConversion April 4, 2011, the Delaware Secretary of State accepted for filing a Certificate of Amendment, increasing the total number of shares our company is authorized to issue to 120,000,000, which includes the creation of 20,000,000 shares of preferred stock with a par value of $0.001. The increase of our authorized capital and the creation of preferred stock was approved by our directors and a majority of our shareholders on March 31, 2011. Our authorized capital now consists of 100,000,000 shares of common stock with a par value of $0.001 and 20,000,000 shares of preferred stock with a par value of $0.001. The effective date of the amendment is April 8, 2011.Rights

5If at least one share of Series A Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series A Preferred Stock at any given time, regardless of their number, shall be convertible into the number of shares of common stock which equals four times the sum of: i) the total number of shares of common stock which are issued and outstanding at the time of conversion, plus ii) the total number of shares of Series B and Series C Preferred Stocks which are issued and outstanding at the time of conversion. The stock certificate(s) evidencing the common stock shall be issued with a restrictive legend indicating that it was issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and that it cannot be transferred unless it is so registered, or an exemption from registration is available, in the opinion of counsel to us.

WeEach ~~are~~individual ashare ~~development~~of ~~stage~~Series ~~company,~~A ~~have~~Preferred aStock ~~working~~shall ~~capital~~be ~~deficit,~~convertible ~~have~~into ~~incurred~~the ~~losses~~number ~~from~~of ~~operations~~shares ~~since inception, have no sales, may incur further significant losses, have no established source~~ of ~~revenue,~~common ~~and~~stock ~~are~~equal ~~dependent on our ability~~ to ~~raise capital from shareholders or advances or loans from related parties to sustain operations, and there is a substantial doubt that we will be able to continue as a going concern.~~:

~~Competition~~[four times the sum of: {all shares of common stock issued and outstanding at time of conversion + all shares of Series B and Series C Preferred Stocks issued and outstanding at time of conversion}]

~~There~~divided can be no assurance that we will be able to compete effectively. We believe that the main competitive factors in our industry include effective marketing and sales, brand recognition, the quality of our products and services, and ease of use of our products and services. We may have competitors that may be able to offer alternative products or services on more attractive terms or with better customer support. Other companies may also enter our market with better products or services, greater financial and human resources and/or greater brand recognition. Competitors may continue to improve or expand current products and services and introduce new products and services. We may be perceived as relatively too small or untested in comparison to our competitors. To be competitive, we will have to invest significant resources in business development, advertising and marketing. We cannot provide any assurance that we will have sufficient resources to make these investments or we will be able to make the advances necessary to be competitive. Increased competition may result in revenue reduction, reduced gross margin and loss of market share. Failure to compete successfully will result in less revenue and have a material adverse effect on our business, operating results and financial condition.by:

~~Compliance~~[the ~~with~~number ~~Government~~of ~~Regulation~~shares of Series A Preferred Stock issued and outstanding at the time of conversion]

~~The~~Voting ~~development~~Rights of our bag wrap business may be subject to various United States and Canadian federal, state, provincial and local and foreign governmental regulations. We may from time to time, be required to obtain licenses, permits and/or have background checks performed on staff, from various governmental authorities in regards to the operation of our bag wrap business.

~~Research~~If at least one share of Series A Preferred Stock is issued and ~~Development~~outstanding, then the total aggregate issued shares of Series A Preferred Stock at any given time, regardless of their number, shall have voting rights equal to four times the sum of: i) the total number of shares of common stock which are issued and outstanding at the time of voting, plus ii) the total number of shares of Series B and Series C Preferred Stocks which are issued and outstanding at the time of voting.

WeEach ~~have~~individual ~~incurred~~share ~~$Nil~~of inSeries ~~research~~A ~~and~~Preferred ~~development~~Stock ~~expenditures~~shall ~~over~~have the ~~last~~voting ~~two~~rights ~~fiscal~~equal ~~years.~~to:

~~Employees~~[four times the sum of: {all shares of Common Stock issued and outstanding at time of voting + all shares of Series B and Series C Preferred Stocks issued and outstanding at time of voting}]

~~Currently,~~divided our only employees are our directors and officers and various individuals acting as consultants to our company. These individuals only a limited amount of time to our business. We confer with consultants, attorneys and accountants as necessary. We do not anticipate a need to engage any full-time employees so long as we are seeking financing to pursue our business plan.by:

6[the number of shares of Series A Preferred Stock issued and outstanding at the time of voting]

~~REPORTS TO SECURITY HOLDERS~~ 5

WeLiquidation are required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission and our filings are available to the public over the internet at the Securities and Exchange Commission’s website at http://www.sec.gov. The public may read and copy any materials filed by us 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 obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-732-0330. The SEC also maintains an Internet site that contains reports, proxy and formation statements, and other information regarding issuers that file electronically with the SEC, at http://www.sec.gov.Rights

~~ITEM~~Upon 1Aany liquidation, dissolution or our winding up, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of any stock ranking junior to the Series A Preferred Stock, the holders of the Series A Preferred Stock shall be entitled to be paid out of our assets an amount equal to $1.00 ~~RISK~~per ~~FACTORS~~share (the “Preference Value”), plus all declared but unpaid dividends, for each share of Series A Preferred Stock held by them. After the payment of the full applicable Preference Value of each share of the Series A Preferred Stock as set forth herein, the remaining assets of our legally available for distribution, if any, shall be distributed ratably to the holders of our common stock.

~~Much~~See of"Item ~~the information included in this annual report includes or is based upon estimates, projections or other “forward-looking statements”~~5. ~~Such~~Market ~~forward-looking~~for ~~statements~~Common ~~include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements~~Equity, ~~and~~Related ~~any~~Stockholder ~~assumptions~~Matters ~~upon which they are based, are made in good faith~~ and ~~reflect~~Small ~~our~~Business ~~current~~Issuer ~~judgment~~Purchasers ~~regarding the direction~~ of ~~our~~Equity ~~business,~~Securities actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions, or other future performance suggested herein. We undertake no obligation to update forward-~~looking~~ ~~statements~~Sales ~~to reflect events or circumstances occurring after the date~~ of ~~such~~Unregistered ~~statements~~Securities."

~~Such~~CURRENT ~~estimates,~~BUSINESS ~~projections~~OPERATIONS or other “forward-looking statements” involve various risks and uncertainties as outlined below. We caution readers of this quarterly report that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other “forward-looking statements”. In evaluating us, our business and any investment in our business, readers should carefully consider the following factors.

~~Risks~~Subsequent ~~Related~~to the Stock Purchase Agreement, our business operations changed to a global supply chain company. Our ~~Business~~current business concept is built on the announcement of Chinese President Xi Jinping at the 2014 APEC leaders meeting that China would be fully implementing the global value chain in the Asia-Pacific region, increase spending on capital building and assist developing country members to better integrate into the regional economic integration development value chain in order to realize common development.

WeThrough ~~have~~Kun De International Holdings Group, Inc., a ~~limited~~corporation ~~operating~~organized ~~history~~under the laws of the Cayman Islands ("Kun De"), ~~making~~our itbusiness ~~difficult~~operations have changed to ~~accurately~~a ~~forecast~~global ~~our~~supply ~~revenues~~chain company. Our current business concept is built on the announcement of Chinese President Xi Jinping at the 2014 APEC leaders meeting that China would be fully implementing the global value chain in the Asia-Pacific region, increase spending on capital building and ~~appropriately~~assist ~~plan~~developing ~~our~~country ~~expenses.~~members to better integrate into the regional economic integration development value chain in order to realize common development.

WeA ~~began~~value ~~operations~~chain is a chain of activities that a firm operating in ~~December~~a ~~2008~~specific industry performs in order to deliver a valuable product or service for the market. WeThe ~~incurred~~idea of the value chain is based on the process view of organizations - the idea of seeing a ~~net~~manufacturing ~~loss~~(or service) organization as a system made up of $9subsystems each with inputs,~~347~~ transformation processes and ~~$17~~outputs. Inputs,~~357~~ ~~for~~transformation processes and outputs involve the ~~fiscal~~acquisition ~~years~~and ~~ended~~consumption ~~December~~of 31resources - money, ~~2013~~labor, materials, equipment, buildings, land, administration and ~~2012~~management. WeHow ~~incurred~~value anchain ~~accumulated~~activities ~~net~~are ~~loss~~carried ofout $1determines costs and affects profits. (Michael Porter,~~086~~ "Competitive Advantage: Creating and Sustaining Superior Performance"). According to the OECD Secretary-General,~~197~~ ~~since~~the ~~inception~~emergence of global value chains in the late 1990s has provided a catalyst for accelerated change in the landscape of international investment and trade with major and far-reaching consequences on governments as well as enterprises. (Angel Gurria, "The Emergence of Global Value Chains: What Do They Mean for Business". November 5, 2012).

~~Because~~Management believes that we ~~have~~are athe ~~limited~~only ~~operating~~Chinese ~~history,~~company itfocusing ison ~~difficult~~"N+N" toglobal ~~accurately~~value ~~forecast~~chain ~~our~~research, ~~revenues~~practice and ~~expenses~~guidance. ~~Additionally,~~Management ~~our~~further ~~operations~~believes ~~will~~that bewe ~~subject~~have tocreated ~~risks inherent in~~ the ~~establishment~~fastest ofand amost ~~developing~~convenient ~~new~~operating ~~business,~~mode ~~including,~~built ~~among~~on ~~other~~a ~~things,~~closed-loop ~~efficiently~~system ~~deploying~~that ~~our~~crosses ~~capital,~~production ~~developing~~and ~~our~~finance ~~products~~functions ~~and~~thus ~~services,~~creating ~~developing~~a ~~and~~global ~~implementing~~value ~~our~~chain ~~marketing~~cluster ~~campaigns~~listed ~~and~~platform. ~~strategies~~Management ~~and~~has ~~developing~~applied ~~awareness~~the ~~and~~results ~~acceptance~~ of ~~our~~western ~~products~~research and ~~services.~~development ~~Our~~of ~~ability~~value chain to ~~generate~~domestic ~~future~~Chinese ~~revenues~~companies ~~will~~creating ~~be dependent on~~ a ~~number~~business ofplatform ~~factors,~~that ~~many~~assists ofin ~~which are beyond our~~ control, ~~including~~and ~~the~~management ~~pricing~~ of ~~other~~company ~~products~~structure, ~~and~~design, ~~services~~production, ~~overall demand for our products and services~~logistics, ~~market~~warehousing ~~competition~~ and ~~government~~distribution ~~regulation. As with any investment in a company with no operating history, ownership~~ of ~~our~~both ~~securities~~internal ~~may involve significant risks~~ and isexternal ~~not~~resources ~~recommended~~with ifminimum ~~an investor cannot reasonably accommodate the~~ risk ofthus achieving a ~~total~~win-win ~~loss of his or her investment~~status.

7Kun De is currently registered and headquartered in Shenzhen, China, with the registered capital of 50,000,000 RMB and has an innovative business model with deep cultural implications and strong industrial chain integration and capital operation ability. We are focusing on the global value chain, the integrated and optimization of upstream and downstream industrial chains, logistics, cash flows, business flows and financial to produce a vertical and horizontal integrated closed-loop global business platform.

~~If we do not receive additional funding to expand operations, the value of our common stock could be adversely affected.~~ 6

AsWe ofare ~~December~~currently ~~31,~~completing ~~2013,~~design weand ~~had~~implementation ~~cash reserves~~ of ~~$430.~~value Wechain ~~estimate~~for ~~that~~several ~~such~~clients ~~cash~~in ~~reserves~~several ~~are~~industries, ~~not~~including ~~sufficient~~agriculture, tointernet, ~~fund~~net ~~our~~energy ~~daily~~and ~~operations~~media cultural. ToWe ~~fund~~have ~~our~~designed ~~daily~~technical ~~operations~~equipment wefor ~~must~~large-scale ~~raise~~agricultural ~~additional~~cultivation, ~~capital.~~developed Noa ~~assurance~~company's ~~can~~own beonline ~~given~~shopping ~~that~~mall, werealized ~~will~~agricultural ~~receive~~implemented ~~additional~~supply ~~funds~~chain ~~required~~from togrowing ~~fund~~organic ~~our~~food ~~daily~~to ~~operations.~~serving Infood ~~addition,~~on in the ~~absence~~consumer's oftable. ~~the~~The ~~receipt~~chain ofhas ~~additional~~also ~~funding,~~been weequipped ~~may~~with beexcellent ~~required~~production tomanagement ~~scale~~team, ~~back~~an ~~our~~online ~~operations.~~shopping ~~Currently,~~mall wemanagement ~~have~~team ~~enough~~and ~~cash~~technical toteam. ~~satisfy~~The ~~those~~large-scale ~~obligations~~intensive ~~that~~and westandard ~~can’t~~planting ~~accrue~~of orhealthy ~~defer,~~organic ~~and~~food wethrough ~~will~~the ~~require~~operation ~~approximately~~of ~~$2,100,000~~this tovalue ~~operate~~chain ~~our~~has ~~business~~made ~~during~~ the ~~next~~company 12stronger ~~months~~for further development.

IfOur ~~our~~culture ~~relationship~~is to create unique ideas and innovative business models and the development of capital operation. It engages in constructing a safe, healthy and harmonious living environment for future generations and uniting the Chinese people all over the world with ~~Satel~~the ~~terminates~~shared value of "Home, itthe ~~may~~Country beand ~~difficult~~the orWorld", ~~impossible~~by tohelping ~~continue~~Chinese companies to ~~operate~~build ~~our~~brand ~~luggage~~and ~~wrap~~grow ~~business.~~and become respected international enterprises.

In the event our relationship with Satel does not generate the results expected, that relationship may terminate. In the event of that termination, we may not have sufficient resources to acquire rotating luggage wrap equipment and machinery from either Satel or competing manufacturers. Additionally, airports that may prefer rotating luggage wrapping equipment may not be willing to accept our alternative process whereby luggage is conveyed from entrance to exit while wrapped with a single layer of shrink plastic. Accordingly, in that event, our operations may cease until such time as we can acquire additional rotating luggage wrap machinery and equipment to continue our business, which could have a material adverse effect on our revenues and financial condition.Services

Our ~~luggage~~revenue ~~wrap~~will ~~product~~primarily ~~may~~be ~~not~~derived befrom ~~sufficient~~the tosale ~~ensure~~of supply chain management solutions to our ~~success~~clients. inManagement believes that our ~~intended~~core ~~market~~solutions will consist of material planning and factory supply, value-added warehousing and distribution, aftermarket services including product returns management and product repair and recovery, and e-Business including e-commerce, contact center, entitlement management and financial management. Our core solutions include:

~~Our~~Material ~~survival~~Planning ~~is,~~and ~~currently,~~Factory ~~dependent~~Supply—We ~~upon~~will ~~the~~be ~~success~~sourcing ofinbound ~~our~~materials, ~~efforts~~delivers toon-time ~~gain~~and ~~market~~maintaining ~~acceptance~~high ofquality standards based on our ~~luggage~~potential ~~wrap~~local ~~product~~supplier relationships. We ~~Should~~will ~~our~~manage ~~luggage~~logistics ~~wrap~~and ~~product~~delivery beschedules ~~too~~into ~~narrowly~~multiple ~~focused~~manufacturing sites or ~~should~~partners ~~the~~for ~~target~~just-in-time ~~market~~manufacturing. Solutions ~~not~~will be asdesigned ~~responsive~~to asreduce wethe ~~anticipate~~complexity, welead ~~may~~times ~~not~~and ~~have~~costs ~~alternate~~of ~~products~~inbound ormaterials, ~~services~~supply ~~that~~chain weprocurement ~~can~~and ~~offer~~factory tofeed ~~ensure our continued operations~~processes.

~~Competition~~Value-Added ~~from~~Warehousing ~~providers~~and ofDistribution—Our ~~similar~~capabilities ~~products~~will be designed for flexibility, reliability and ~~services~~speed ~~could~~to ~~adversely~~support ~~affect~~clients’ ~~our~~distribution, ~~revenues~~retail and ~~financial~~end ~~condition~~user fulfillment. Our services will include full order management, pick, pack, and ship, retail connectivity and integrated transportation management services, which are supported by a global technology infrastructure.

~~There~~Our ~~can~~configuration besolutions ~~no assurance that we~~ will be ~~able~~based toon ~~compete~~a ~~effectively.~~technology-driven Weplanning ~~believe~~and ~~that~~execution ~~the~~process. ~~main~~By ~~competitive~~analyzing ~~factors~~operating invariables ~~our industry include effective marketing~~ and ~~sales,~~supply ~~brand~~chain ~~recognition~~costs, ~~the~~we ~~quality~~believe ofwe ~~our~~can ~~products~~defer ~~and~~configuration ~~services,~~ and ~~ease~~packaging of ~~use~~a ofclient’s ~~our~~product ~~products~~until ~~and~~the ~~services.~~best Wetime may have competitors that may be able to offer alternative products or services on more attractive terms or with better customer support. Other companies may also enter our market with better products or services, greater financial and ~~human~~at ~~resources~~the ~~and/or~~most ~~greater~~strategic ~~brand recognition~~location. ~~Competitors~~Client ~~may~~programs ~~continue~~can toleverage ~~improve~~any orcombination ~~expand~~of ~~current products and services and introduce new products and services. We may be perceived as relatively too small or untested in comparison to~~ our ~~competitors.~~fulfillment Tosites bearound ~~competitive,~~the ~~we will have to invest significant resources in business development~~globe, ~~advertising~~including ~~and~~those ~~marketing.~~near Wemanufacturing ~~cannot~~sites ~~provide any assurance that we will have sufficient resources to make these investments~~ or weclose ~~will be able~~ to ~~make~~ the ~~advances necessary to be competitive~~consumer. Increased competition may result in revenue reduction, reduced gross margin and loss of market share. Failure to compete successfully will result in less revenue and have a material adverse effect on our business, operating results and financial condition.

~~Our~~Aftermarket ~~License~~Services Agreement provides us with a patented process, however our rotating bag wrap process is not protected as intellectual property and our competitors may have greater resources to operate a more successful business than ours.

~~The~~Product ~~process~~Returns ~~available~~Management—We intend to ussimplify bythe ~~our~~returns ~~license~~process ~~agreement~~for ~~and~~businesses ~~protected~~including byrecSOPt USof ~~Patent #5~~goods,~~890,345~~ ~~and~~managing ~~Canadian~~the ~~Patent~~returns ~~#CA~~management 2,authorization ~~162,637~~(RMA) ~~may afford us with some protection against competitors in certain jurisdictions. However our rotating bag wrap~~ process ~~is not protected as our intellectual property~~, ~~our competitors~~sorting, ~~particularly those competitors with greater resources~~triage, atcredit ~~any~~processing ~~time~~and ~~may~~ultimate ~~enter~~disposition ~~into~~of the ~~bag~~returned ~~wrap~~product. ~~business~~We orintend ~~expand~~to ~~their~~help ~~existing~~protect ~~bag~~our ~~wrap~~clients’ ~~business~~brand inand ~~such~~ensure aboth ~~manner~~commercial ~~that~~and ~~they~~consumer ~~would~~customers behave ~~more~~a ~~successful~~positive ~~than~~returns ~~our bag wrap business~~experience.

8Product Repair and Recovery—We will help clients maximize the value of returned and excess inventory through product remanufacturing and value recovery services. Our solutions also will help clients protect their brand in secondary markets or develop plans for environmentally responsible disposition.

~~Our~~E-Business ~~results of operations may fluctuate due to seasonality and other factors associated with the airline industry.~~

~~Due~~E-Commerce—Our toe-commerce ~~greater~~solutions ~~demand~~will ~~for air travel during the summer months, our revenues in the second and third quarters of the year may~~ be ~~greater~~driven ~~than~~by ~~revenues~~a intransaction ~~the~~engine ~~first~~that ~~and~~can ~~fourth~~power ~~quarters~~a ofclient’s ~~the~~online ~~year~~store. ~~Our~~We ~~results~~intend ofto ~~operations~~perform ~~will~~financial ~~reflect~~management ~~this seasonality~~ and ~~may,~~payment ~~also,~~processing ~~be impacted by numerous other factors~~ that ~~are~~is ~~not~~integrated ~~necessarily~~with ~~seasonal,~~global ~~including,~~customer ~~among~~relationship ~~others,~~management ~~the imposition of fees~~(CRM), ~~extreme~~order ~~or severe weather~~management, ~~changes~~fulfillment ~~in the competitive environment~~ and ~~other~~digital ~~factors~~content ~~and~~distribution ~~general economic conditions~~activities. As a result, our quarterly operating results may not necessarily be indicative of operating results for an entire year and historical operating results in a quarterly or annual period may not necessarily be indicative of future operating results.

~~Security~~Contact ~~requirements~~Center—Our ~~may~~contact ~~increase~~center ~~our~~solution ~~costs~~will be designed to improve the customer brand experience by increasing the quality of customer interaction across multiple channels. Our professional agents will have in-depth knowledge of the client, brand and ~~decrease~~products ~~our~~and ~~revenues~~the experience to manage both consumer and B2B contacts.

Since September 11, 2001, the Department of Homeland Security and the Transportation Security Administration (“TSA”) have implemented numerous security measures that affect airline operations, including the handling and processing of checked luggage, and may implement additional measures in the future. In addition, foreign governments have also instituted additional security measures at foreign airports at which we may do business. Additional measures taken to enhance either passenger or cargo security procedures and/or to recover associated costs from passengers in the future may result in adverse effects on our results of operations.7

~~Presently,~~Entitlement weManagement—We ~~are~~intend ~~not required~~ to ~~obtain~~offer ~~approval~~clients ~~from~~a ~~TSA~~software ~~for~~platform ~~the~~that ~~services~~enables ~~that~~them weto ~~will~~efficiently ~~offer~~manage ataccess ~~those~~rights ~~locations~~to atintellectual ~~which~~property weand ~~intend~~digital toproducts ~~conduct~~and ~~business~~services. ~~There~~It ~~can~~will becover noall ~~assurance,~~aspects ~~however,~~of ~~that in~~ the ~~future~~entitlement wemanagement ~~will~~lifecycle ~~not be required to obtain approval~~ from ~~TSA~~order orentry ~~be required~~ to ~~follow certain procedures mandated by TSA~~registration, ~~which~~delivery, ~~if followed~~activation, asupgrade aand ~~result~~subscription ~~of the costs associated with, could reduce or, possibly, eliminate the desirability of our services, which could have an adverse effect on our results of operations~~renewal.

~~Additionally,~~Financial ~~the~~Management—We ~~bags~~intend ~~that~~to weprovide ~~wrap~~clients ~~will~~with bea ~~subject~~single topayment ~~screening~~platform byfor ~~TSA~~e-commerce, ~~personnel~~based ~~and~~on ~~those~~a ~~bags~~proven ~~that~~technology ~~are~~infrastructure ~~opened~~and bybusiness ~~TSA~~processes. ~~personnel~~Through ~~for~~these ~~screening~~services, ~~purposes~~clients will ~~have~~be able to beaccess ~~rewrapped~~new bymarkets, usreduce cart abandonment, maximize conversion rate and increase revenue, protect the ~~costs~~business ~~associated~~and ~~with~~customers ~~that~~from ~~rewrapping~~fraud, ~~could~~and ~~have~~maintain ancustomer ~~adverse~~visibility ~~effect~~and onownership, ~~our~~while ~~results~~optimizing ofbehind-the-scenes financial operations.

~~Our~~We ~~operations~~are ~~could~~developing our global value chain system solutions will be ~~negatively~~designed ~~impacted~~to byseamlessly ~~terrorist~~integrate ~~events~~with orother ~~war~~supply ~~activity.~~chain service providers such as contract manufacturing companies and transportation providers.

~~Our~~COMPETITION operations are sensitive to changes in the economy and airline industry that are caused by, or related to, past and future terrorist attacks. Such changes include, but are not limited to, the impact of additional airline and security charges included in our costs and reduced customer demand for travel. War or other military action by the United States or other countries could have a significant effect on passenger traffic, which could adversely affect our business, financial condition, operating results and cash flows.

~~Certain~~The ofmarket for our ~~management~~global ~~personnel~~value ~~serves~~chain ussystem onis extremely competitive. Competitors include a ~~part~~broad ~~time~~range ~~basis~~of companies that develop and ~~conflicts~~market global value chain systems. Many of these companies may ~~occur~~have more capital resources that we do. As an end-to-end solutions provider with service offerings covering a range of supply chain operations and activities across the globe, we compete with different companies depending on the type of service it is providing or the geographic area in which an activity is taking place.

~~Mr.~~For ~~Bauer~~the ~~devotes~~supply achain ~~portion~~solutions, ofwe ~~his~~face ~~working~~competition ~~time~~from onelectronics ~~our~~manufacturing ~~operations.~~services/contract Asmanufacturers he(EMS/CM), ~~devotes~~third ~~his~~party ~~time~~logistics to(3PL) providers, ~~other~~supply ~~activities~~chain management (SCM) companies, itand isregional ~~probable~~specialty ~~that~~companies. ~~conflicts~~For ~~will~~aftermarket ~~result~~services, ~~regarding~~we ~~his~~would ~~allocation~~be ofcompeting ~~time~~against independent repair vendors, EMS/CM companies, 3PL providers, and ~~effort~~SCM companies. ~~While~~For hethe ~~will~~e-business ~~seek~~solutions, toour ~~give~~potential uscompetition ~~sufficient~~includes ~~time~~global tooutsource ~~allow~~providers, ussoftware toas ~~operate~~service onproviders aand ~~basis~~technology ~~that~~providers. isFor ~~beneficial~~the toentitlement ~~our~~management ~~shareholders,~~solutions ~~this~~we ~~goal~~would ~~may~~be ~~not~~competing beagainst ~~accomplished~~computer software providers offering content and document management solutions. As a provider of an outsourcing solution, our ~~operating~~competition ~~results~~would ~~may~~also beinclude ~~negatively~~current ~~impacted~~and byprospective ~~the~~clients, ~~unavailability~~who ofevaluate our ~~key~~capabilities ~~personnel~~in light of their own capabilities and cost structures.

9We believe that the principal competitive factors in our market are quality and range of services, technological capabilities, cost, location of facilities, and responsiveness and flexibility. With our global supply chain solution, global footprint, strong client service acumen, and our integrated global supply chain services, we believe that we will be positioned well to compete in each of the markets we intend to serve.

~~Airline industry conditions constantly change~~TRADEMARK, ~~and~~LICENSES ~~negative~~AND ~~economic~~INTELLECTUAL ~~conditions~~PROPERTY ~~may materially and adversely affect our business and results of operations.~~

~~The~~Certain ~~airline~~features ~~industry~~of isour ~~significantly~~services ~~affected~~are ~~by general economic conditions~~proprietary, and ~~the~~we ~~global~~intend ~~economic~~to ~~recession~~file ~~has~~for ~~resulted~~protection inand rely on a ~~weaker~~combination ~~demand~~of ~~for~~patent, ~~air~~contract, ~~travel~~copyright, intrademark ~~general.~~and ~~During~~trade ~~recent~~secret ~~recessions,~~laws ~~most~~and ~~airlines~~other ~~have~~measures ~~reduced~~to ~~fares~~protect inour anproprietary ~~effort~~information. toWe ~~increase~~limit ~~traffic~~access to, and ~~overall~~distribution ~~revenues.~~of, ~~Economic~~our software, documentation and ~~competitive~~other ~~conditions~~proprietary ininformation. ~~the~~Our ~~airline~~business ~~industry~~is ~~have~~not ~~contributed~~substantially todependent ~~certain~~on ~~airline~~any ~~bankruptcies~~single ~~and~~or ~~reorganizations~~group inof ~~recent~~patents, ~~years~~trademarks, copyrights or licenses. AAs ~~worsening~~part of ~~current~~our ~~economic~~confidentiality ~~conditions~~procedures, orwe anmay ~~extended~~generally ~~period~~enter ofinto ~~recession,~~confidentiality ~~whether~~and ~~nationally~~non-disclosure oragreements ~~regionally,~~with ~~would~~our ~~have~~representatives and systems integrators. Notwithstanding such actions, a ~~material~~court ~~adverse~~considering ~~effect~~these onprovisions ~~our~~may ~~business,~~determine ~~financial~~not ~~condition,~~to ~~operating~~enforce ~~results~~such ~~and~~provisions ~~cash~~or ~~flows~~only partially enforce such provisions.

~~The~~EMPLOYEES majority of the airlines in the United States charge passengers fees or surcharges to check their luggage. As a result, passengers on those airlines may be reluctant to check their baggage and make every effort to carry on as much of their baggage as possible. Additionally, as a result of the general economic conditions in the airline industry, those airlines that do not charge for checking baggage may decide to charge fees or surcharges for checked luggage, and passengers may avoid checking their luggage on those airlines, so as to not pay those fees or surcharges. Accordingly, the reluctance of travelers to check their baggage could have a material adverse effect on our business, financial condition, operating results, and cash flows.

~~Products~~As ~~and~~of ~~services~~the ~~that~~date of this Annual Report, we ~~offer~~employ ~~may~~approximately ~~subject~~15 uspersons. We also contract with five independent contractors who devote a majority of their work to ~~liability~~a ~~claims~~variety of our projects. Our employees are not presently covered by any collective bargaining agreement. Our relations with our employees are good, and we have not experienced any work stoppages by our employees.

The products and services that we provide may not meet customer expectations. Such problems would seriously harm our credibility, market acceptance of our products and services, and the value of our brand. In addition, such problems may result in liability for damages resulting from lost luggage or other valuables. The occurrence of some of these types of problems may seriously harm our business, operating results, and financial condition.8

~~Our~~ITEM officers have little or no previous experience in managing a public company, and we do not have any employees to segregate responsibilities and may be unable to afford increasing our staff or engaging outside consultants or professionals to overcome our lack of employees1A. ~~During~~RISK ~~the course of our testing, we may identify other deficiencies that we may not be able to remedy in time to meet the requirements imposed by the Sarbanes-Oxley Act for compliance with that Section 404~~FACTORS. In addition, if we fail to achieve and maintain the adequacy of our internal controls, as such requirements are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to help prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly.

~~Risks~~You ~~Related~~should tocarefully consider the risks, uncertainties and other factors described below because they could materially and adversely affect our ~~Common~~business, ~~Stock~~ financial condition, operating results and prospects and could negatively affect the market price of our common stock. Also, you should be aware that the risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties that we do not yet know of, or that we currently believe are immaterial, may also impair our business operations and financial results. Our business, financial condition or results of operations could be harmed by any of these risks. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

~~Our~~In ~~common~~assessing ~~stock~~these isrisks ~~illiquid~~you ~~and~~should ~~shareholders~~also ~~may~~refer beto ~~unable~~the other information contained in or incorporated by reference to ~~sell~~this ~~their~~Annual ~~shares~~Report on Form 10-K, including our financial statements and the related notes.

~~There~~RISKS isRELATED ~~currently~~TO noOUR market for our common stock and we can provide no assurance to investors that a market will develop. If a market for our common stock does not develop, our shareholders may not be able to re-sell the shares of our common stock that they have purchased and they may lose all of their investment. Public announcements regarding our company, changes in government regulations, conditions in our market segment or changes in earnings estimates by analysts may cause the price of our common shares to fluctuate substantially. These fluctuations may adversely affect the trading price of our common shares.BUSINESS

10WE HAVE EXPERIENCED HISTORICAL LOSSES AND A SUBSTANTIAL ACCUMULATED DEFICIT. IF WE ARE UNABLE TO REVERSE THIS TREND, WE WILL LIKELY BE FORCED TO CEASE OPERATIONS.

~~Trading~~We onhave incurred losses for the ~~OTC~~past ~~Bulletin~~two ~~Board~~fiscal ~~may~~years bewhich ~~volatile~~consists of a net loss of $169,139 for 2014 and ~~sporadic~~a net loss of $9,347 ~~which~~for ~~could~~2013. ~~depress~~In ~~the~~addition, ~~market~~we ~~price~~had an accumulated deficit of $1,264,683 at December 31, 2014 as compared with $1,095,544 at December 31, 2013. Further, we do not expect positive cash flow from operations in the near term. There is no assurance that actual cash requirements will not exceed our ~~common~~estimates. ~~stock~~In ~~and~~particular, ~~make~~additional itcapital ~~difficult~~will be required for ~~our~~future ~~stockholders~~periods for: (i) new global supply service development expenses; (ii) potential marketing costs and professional fees; or (iii) we encounter greater costs associated with general and administrative expenses or offering costs. As a result, we are unable to ~~resell~~predict ~~their~~whether ~~shares~~we will achieve profitability in the future, or at all.

~~Our~~The ~~common~~uncertainty ~~stock is quoted on the OTC Bulletin Board service of the Financial Industry Regulatory Authority. Trading in stock quoted on the OTC Bulletin Board is often thin~~ and ~~characterized~~factors bydescribed ~~wide~~throughout ~~fluctuations~~this insection ~~trading prices due to many factors that~~ may ~~have~~impede ~~little to do with~~ our ~~operations~~ability orto ~~business~~economically ~~prospects.~~develop, ~~This~~produce, ~~volatility~~and ~~could depress the~~ market ~~price of~~ our ~~common~~products ~~stock for reasons unrelated to operating performance~~effectively. ~~Moreover,~~As ~~the OTC Bulletin Board is not~~ a ~~stock exchange~~result, ~~and~~we ~~trading~~may ofnot ~~securities~~be onable ~~the~~to ~~OTC~~achieve ~~Bulletin~~or ~~Board~~sustain isprofitability ~~often~~or ~~more~~positive ~~sporadic~~cash ~~than~~flows ~~the~~from ~~trading~~operating ofactivities ~~securities~~in ~~listed on a quotation system like Nasdaq or a stock exchange like~~ the ~~American Stock Exchange~~future. ~~Accordingly, our shareholders may have difficulty reselling any of their shares.~~

~~Our~~WE ~~stock~~HAVE isA aWORKING ~~penny~~CAPITAL ~~stock~~DEFICIT AND SIGNIFICANT CAPITAL REQUIREMENTS. ~~Trading~~SINCE ofWE ~~our~~WILL ~~stock~~CONTINUE ~~may~~TO beINCUR ~~restricted~~LOSSES byUNTIL ~~the~~WE ~~SEC's~~ARE ~~penny~~ABLE ~~stock~~TO ~~regulations~~GENERATE ~~and~~SUFFICIENT ~~FINRA's~~REVENUES ~~sales~~TO ~~practice~~OFFSET ~~requirements~~OUR EXPENSES, ~~which~~INVESTORS ~~may~~MAY ~~limit~~BE aUNABLE ~~stockholder's~~TO ~~ability~~SELL toOUR ~~buy~~SHARES ~~and~~AT ~~sell~~A ~~our~~PROFIT ~~stock~~OR AT ALL.

~~Our~~We ~~stock~~had is a ~~penny~~net ~~stock.~~loss The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of ~~less than~~ $~~5.00 per share~~169,139 ~~subject~~for tofiscal ~~certain~~year ~~exceptions.~~ended ~~Our~~December ~~securities are covered by the penny stock rules~~31, ~~which~~2014 ~~impose additional sales practice requirements on broker-dealers who sell to persons other than established customers~~ and ~~"accredited~~net ~~investors".~~cash ~~The~~used ~~term "accredited investor" refers generally to institutions with assets~~ in ~~excess~~operations of $5164,~~000,000~~4757 orfor ~~individuals~~the ~~with~~fiscal ayear ~~net~~ended ~~worth~~December ~~in excess of $1~~31,~~000,000~~ ~~or annual income exceeding $200,000 or $300,000 jointly with their spouse~~2014. ~~The~~Because ~~penny~~we ~~stock~~have ~~rules require a broker-dealer, prior to a transaction in a penny stock~~ not ~~otherwise~~yet ~~exempt~~achieved from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or inacquired ~~writing~~sufficient ~~prior~~operating tocapital ~~effecting the transaction~~ and ~~must be~~ given tothese ~~the~~financial ~~customer~~results inalong ~~writing before or~~ with ~~the~~our ~~customer's~~expected ~~confirmation.~~cash In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements ~~may have the effect of reducing the level of trading activity~~ in ~~the secondary market for the stock that is subject to these penny stock rules. Consequently~~2015, ~~these~~additional ~~penny~~capital ~~stock~~investment ~~rules~~will ~~may~~be ~~affect~~necessary ~~the ability of broker-dealers~~ to ~~trade~~develop ~~our securities. We believe that the penny stock rules discourage investor interest in,~~ and ~~limit~~sustain ~~the marketability of,~~ our ~~common stock~~operations.

InOUR ~~addition~~INDEPENDENT toREGISTERED ~~the~~PUBLIC ~~"penny~~ACCOUNTING ~~stock"~~FIRM ~~rules~~HAS ~~promulgated~~RAISED byDOUBT ~~the~~OVER ~~Securities~~OUR ~~and~~ABILITY ~~Exchange~~TO ~~Commission,~~CONTINUE ~~FINRA~~AS ~~has~~A ~~adopted~~GOING ~~rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer~~CONCERN. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.

~~Our~~The ~~Certificate~~independent ofregistered ~~Incorporation~~public ~~provides~~accounting ~~for~~firm’s ~~indemnification~~report ofaccompanying our ~~officers~~December 31, 2014 and ~~directors~~2013 ataudited financial statements contains an explanatory paragraph expressing substantial doubt about our ~~expense~~ability ~~and~~to ~~limits~~continue ~~their~~as ~~liability,~~a ~~which~~going ~~may~~concern. ~~result~~The infinancial statements have been prepared "assuming that the Company will continue as a ~~major~~going ~~cost~~concern." Our ability to uscontinue as a going concern is dependent on raising additional capital to fund our operations and ~~damage~~ultimately ~~the~~on ~~interests~~generating future profitable operations. There can be no assurance that we will be able to raise sufficient additional capital or eventually have positive cash flow from operations to address all of our ~~shareholders,~~cash ~~because~~flow ~~our~~needs. ~~resources~~If ~~may~~we beare ~~expended~~not ~~for~~able ~~the~~to ~~benefit~~find alternative sources of cash or generate positive cash flow from operations, our ~~officers~~business and~~/or~~ ~~directors.~~shareholders will be materially and adversely affected

Our Certificate of Incorporation and applicable Delaware law provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, for attorney’s fees and other expenses incurred by them in any litigation to which they become a party resulting from their association with us or activities on our behalf. We will also pay the expenses of such litigation for any of our directors, officers, employees, or agents, upon such person’s promise to repay us, if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by us, which we will be unable to recover.9

11We have incurred substantial operating and net losses, as well as negative operating cash flow and do not have financing commitments in place to meet expected cash requirements for the next twelve months. Our net loss for the year ended December 31, 2014 was $169,139 and our net loss for the year ended December 31, 2013 was $9,347. Our retained deficit was $1,264,683 at December 31, 2014. We are unable to fund our day-to-day operations and management believes we will incur operating losses for the near future while we expand our operations. While we have been developing our global chain supply system and expect to establish new sales channels, we may be unable to increase revenues to the point that we attain and are able to maintain profitability. We have had to rely on private financing to cover cash shortfalls. As a result, we continue to have significant working capital and stockholders' deficits including a substantial accumulated deficit at December 31, 2014. In recognition of such, our independent registered public accounting firms have included an explanatory paragraph in their respective reports on our consolidated financial statements for the fiscal years ended December 31, 2014, and December 31, 2013 that expressed substantial doubt regarding our ability to continue as a going concern.

WeWE ~~have~~WILL ~~been~~BE ~~advised~~DERIVING ~~that,~~A inSUBSTANTIAL ~~the~~PORTION ~~opinion~~OF ofOUR ~~the~~REVENUE ~~SEC,~~FROM ~~indemnification~~A ~~for~~SMALL ~~liabilities~~NUMBER ~~arising~~OF ~~under~~CLIENTS ~~federal~~AND ~~securities~~ADVERSE ~~laws~~INDUSTRY isTRENDS ~~against~~OR ~~public~~THE ~~policy~~LOSS asOF ~~expressed~~ONE inOR ~~the~~MORE ~~Securities~~OF ~~Act~~ANY ofOF ~~1933~~THOSE ~~and,~~POTENTIAL ~~therefore,~~CLIENTS ~~unenforceable.~~COULD InSIGNFICANTLY ~~the~~DAMAGE ~~event~~OUR that a claim for indemnification against these types of liabilities, other than the payment by us of expenses incurred or paid by a director, officer, or controlling person in the successful defense of any action, lawsuit, or proceeding, is asserted by a director, officer, or controlling person in connection with our securities being registered, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the issue of whether such indemnification by us is against public policy as expressed in the Securities Act of 1933, and we will be governed by the final adjudication of such issueBUSINESS. The legal process relating to this matter, if it were to occur, probably will be very costly and may result in us receiving negative publicity, either of which factors would probably materially reduce the market and price for our common stock, if such a market ever develops.

~~Because~~As of the date of this Annual Report, we ~~can~~have ~~issue~~not ~~additional~~generated ~~shares~~any ofrevenue. ~~common~~When ~~stock~~we commence generation of revenue, ~~purchasers~~we believe we will be deriving a substantial portion of our ~~common~~revenue ~~stock~~by ~~may~~providing ~~experience~~supply ~~dilution~~chain management services to a small number of clients. Our business and future growth will continue to depend in large part on the industry trend towards outsourcing supply chain management and other business processes. If this trend does not continue or declines, demand for our supply chain management services will decline and our financial results could suffer.

WeIn ~~are~~addition, ~~authorized~~the toloss ~~issue~~of upa tosignificant ~~100,000,000~~amount ~~shares~~ of ~~common~~business ~~stock~~or ~~and~~program ~~20,000,000~~with ~~preferred~~any ~~shares~~key client could cause our revenue to decline. AtWe ~~present,~~expect ~~there~~to ~~are~~derive ~~20,707,000~~the ~~shares~~vast majority of our ~~common~~net ~~stock~~revenue ~~issued~~from ~~and~~sales ~~outstanding.~~to ~~Our~~a ~~Board~~small number of ~~Directors~~key ~~has~~clients. ~~the~~In ~~authority~~general, towe ~~cause~~do usnot tohave ~~issue~~any ~~additional~~agreements ~~shares~~which ofobligate ~~common~~any ~~stock~~client ~~without~~to ~~consent~~buy ofa ~~any~~minimum amount of ~~our~~services ~~stockholders.~~from Weus, ~~anticipate~~or ~~that~~to wedesignate ~~will~~us beas ~~required~~its tosole ~~raise~~supplier ~~additional~~of ~~capital~~any toparticular ~~finance~~services. ~~our~~The ~~operations,~~loss ~~and~~of ~~that~~business ~~capital~~with ~~may~~any bekey ~~raised~~clients, byor ~~the~~a ~~sale~~decision ofby ~~additional~~any ~~shares~~one of our ~~common~~prospective ~~stock.~~key ~~Consequently,~~clients ~~upon~~to significantly change or reduce the ~~sale~~services ofwe ~~additional~~provide, ~~shares~~could ofhave ~~our~~a ~~common~~material ~~stock,~~adverse effect on our ~~stockholders~~business. ~~will~~We ~~experience~~cannot ~~dilution~~assure inyou ~~the~~that ~~ownership~~revenue offrom ~~our~~potential ~~common~~key ~~stock~~clients would not decline in future periods.

~~One~~WE ofMAY ~~the~~HAVE ~~effects~~DIFFICULTY ofACHIEVING ~~the~~AND ~~existence~~SUSTAINING ofOPERATING ~~unissued~~PROFITABILITY ~~and~~AND ~~unreserved~~WE ~~common~~CURRENTLY ~~stock~~HAVE ~~may~~A beWORKING toCAPITAL ~~enable~~DEFICIT. ~~our Board of Directors to issue shares of our common stock to persons friendly to current management~~THEREFORE, ~~which~~OUR ~~issuance~~BUSINESS ~~could~~COULD ~~render~~BE ~~more~~MATERIALLY ~~difficult~~AND orADVERSELY discourage in attempt to obtain control of our Board of Directors by merger, tender offer, proxy contests, or otherwise, and thereby protect the continuity of our management and possibly deprive our stockholders of opportunities to sell their shares of our common stock at prices higher than prevailing market pricesAFFECTED.

~~Because~~We ~~our~~are ~~officers~~a developmental company. For fiscal year ended December 31, ~~directors~~2014, ~~and~~we ~~principal~~reported ~~shareholders~~operating ~~control~~losses aof ~~substantial~~$169,139. ~~portion~~We anticipate that we will continue to incur significant operating expenses in the future as we continue increasing the scale and scope of our ~~common~~business ~~stock~~operations, ~~investors~~including both cost of revenue and selling, general and administrative expenses. Therefore, since our revenue will ~~have~~be ~~little~~subject to fluctuations, we cannot assure you that we will achieve or nosustain ~~control~~operating ~~over~~income in the future. We may also use significant amounts of cash in an effort to increase the efficiency and profitability of our ~~management~~business. orAt ~~other~~December ~~matters~~31, ~~requiring~~2014, ~~shareholder~~we ~~approval~~had cash of approximately $430 and current liabilities of approximately $252,503. If we are unable to achieve or sustain operating profitability in the future, we risk depleting our working capital balances and our business will be materially adversely affected.

Our officers and directors, in the aggregate, beneficially own 90.3% of the issued and outstanding shares of our common stock. As a result, these individuals have the ability to exert significant influence over matters affecting minority shareholders, including the election of our directors, the acquisition or disposition of our assets, and the future issuance of our shares. Because our officers, directors can exercise such influence over our company, investors may not be able to replace our management if they disagree with the way our business is being run. Because control by these insiders could result in management making decisions that are in the best interest of those insiders and not in the best interest of the investors, you may lose some or all of the value of your investment in our common stock.10

~~Other~~BECAUSE ~~Risks~~OUR POTENTIAL CONTRACTS WILL NOT CONTAIN MINIMUM PURCHASE REQUIREMENTS AND WE INTEND TO SELL PRIMARILY ON A PURCHASE ORDER BASIS, WE ARE SUBJECT TO UNCERTAINTIES AND VARIABILITY IN DEMAND BY CLIENTS, WHICH COULD DECREASE REVENUE AND MATERIALLY ADVERSELY AFFECT OUR FINANCIAL RESULTS.

~~Because~~Our ~~all~~potential contracts will not contain minimum purchase requirements and we intend to sell primarily on a purchase order basis. Therefore, our sales may be subject to demand variability by our potential clients, which is difficult to predict, may fluctuate and may continue to fluctuate, sometimes materially from year to year and even from quarter to quarter. The level and timing of potential orders placed by our ~~officers~~potential clients may vary for a variety of reasons, including seasonal buying by end-users, individual client strategies, the introduction of new technologies, the desire of our clients to reduce their exposure to any single supplier and ~~directors~~general economic conditions. If we are ~~located~~unable into ~~Non-United~~replace ~~States~~business ~~jurisdictions~~with new purchase order, ~~you~~this ~~may~~transition could have noa ~~effective~~material ~~recourse~~adverse ~~against~~effect on our ~~management~~revenue ~~for~~and ~~misconduct~~profitability. If we are unable to anticipate and respond to the demands of our clients, we may ~~not~~lose beclients ~~able~~because towe ~~enforce~~have ~~judgments~~an ~~and~~inadequate ~~civil~~supply ~~liabilities~~of ~~against~~their products or insufficient capacity in our ~~officers~~sites, or in the alternative, we may have excess inventory or excess capacity, either of which may have a material adverse effect on our business, financial position and ~~directors~~operating results.

~~All~~DISRUPTION ofIN ~~our~~THE ~~directors~~ECONOMY ~~and~~AND ~~officers~~FINANCIAL ~~are~~MARKETS ~~nationals~~COULD ~~and~~HAVE ~~residents~~A ofNEGATIVE ~~countries~~EFFECT ~~other~~ON ~~than~~OUR ~~the United States, and they all reside in Canada~~BUSINESS. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against our officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States.

12The economy and financial markets in the Asia and Europe and the United States have experienced extreme disruption during the last five years, including, among other things, extreme volatility in securities prices, severely diminished liquidity and credit availability, rating downgrades of certain investments and declining valuations of others. Governments have taken unprecedented actions intended to address extreme market conditions that include severely restricted credit and declines in real estate values. The businesses of our clients, and in turn our business, is highly dependent on consumer demand, which has been affected by the economic downturn and is highly uncertain. There can be no assurance that there will not be a further deterioration in financial markets and confidence in major economies, which could then lead to further challenges in the operation of our business. These economic developments affect businesses such as ours in a number of ways. The tightening of credit in financial markets adversely affects the ability of clients and suppliers to obtain financing for significant purchases and operations and could result in a decrease in orders and spending for our products and services. We are unable to predict the likelihood, duration and severity of disruptions in financial markets and adverse economic conditions and the effects they will have on our business and financial condition.

~~ITEM~~A ~~1B.~~DECLINE ~~UNRESOLVED~~IN ~~STAFF~~THE ~~COMMENTS~~TECHNOLOGY SECTOR OR A REDUCTION IN CONSUMER DEMAND COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS.

AsA alarge ~~"smaller~~portion ~~reporting~~of ~~company"~~our potential revenue will come from clients in the technology sector, wewhich ~~are~~is ~~not~~intensely ~~required~~competitive, very volatile and subject to ~~provide~~rapid changes. Declines in the ~~information~~overall ~~required~~performance byof ~~this~~the ~~Item~~technology sector have in the past and could in the future adversely affect the demand for supply chain management services and reduce our revenue and profitability from these clients. In addition, industry changes, such as the transition of more collateral materials from physical form to digital form, and the convergence of functionality of smartphones, could lessen the demand for certain of our services or devices we currently handle. To the extent recent uncertainty in the economy or other factors result in decreased consumer demand for our clients’ products, we may experience a reduction in volumes of client products that we handle in the future, which could have a material adverse effect on our potential business, financial position and operating results.

~~ITEM~~OUR 2FUTURE QUARTERLY RESULTS MAY FLUCTUATE SIGNIFICANTLY. ~~PROPERTIES~~

~~Secure~~Our ~~Luggage’s~~future ~~principal~~operating ~~administrative~~results ~~office~~may isfluctuate ~~located~~widely aton ~~2375~~a ~~East~~quarterly ~~Camelback~~basis. ~~Road,~~We ~~5th~~expect ~~Floor,~~that ~~Phoenix,~~we ~~Arizona,~~may ~~85016.~~experience ~~The~~significant ~~office~~fluctuations isin ~~our~~future ~~registered~~quarterly ~~office~~operating results. Many factors, ~~and~~some ~~the~~of ~~relevant~~which ~~service~~are ~~expenses~~beyond our control, ~~including~~will contribute to these quarterly fluctuations in the ~~secretarial,~~future. ~~photocopying~~Therefore, ~~and~~operating ~~similar~~results ~~services~~for ~~will~~future beperiods ~~charged~~are ondifficult ~~a month-~~to~~-month~~ ~~basis~~predict ~~depending~~and onprior ~~the~~results ~~services~~are ~~provided~~not asnecessarily ~~requirements~~indicative byof ~~our~~results ~~company~~to be expected in future periods. These factors include:

~~ITEM~~· 3.how ~~LEGAL~~well ~~PROCEEDINGS~~we execute on our strategy and operating plans; · implementation of our strategic initiatives and achievement of expected results of these initiatives; · demand for our services; · consumer confidence and demand;

As of the date of this Annual Report, management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Annual Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.11

~~ITEM~~· 4.specific ~~MINE~~economic ~~SAFETY~~conditions ~~DISCLOSURES~~in the industries in which we compete; · general economic and financial market conditions; · timing of new product introductions or software releases by our clients or their competitors; · payment of costs associated with our acquisitions, sales of assets and investments; · timing of sales of assets and marketable securities; · market acceptance of new products and services; · seasonality; · temporary shortages in supply from vendors; · charges for impairment of long-lived assets, including goodwill and/or restructuring in future periods; · political instability or natural disasters in the countries in which we operate; · actual events, circumstances, outcomes, and amounts differing from judgments, assumptions, and estimates reflected in our accompanying consolidated financial statements; and · changes in accounting rules.

~~Not~~We ~~Applicable~~believe that future period-to-period comparisons of our results of operations may not necessarily be meaningful or indicative of our future performance. In some fiscal quarters our operating results may be below the expectations of securities analysts and investors, which may cause the price of our common stock to decline.

13WE MUST MAINTANT ADEQUATE LEVELS OF INVENTORY IN ORDER TO MEET POTENTIAL CLIENT NEEDS, WHICH PRESENT RISKS TO OUR FINANCIAL POSITION AND OPERATING RESULTS.

~~PART~~We IImust purchase and maintain adequate levels of inventory in order to meet client needs rapidly and on a timely basis. The markets, including the technology sector served by many of our clients, are subject to rapid technological change, new and enhanced product specification requirements, and evolving industry standards. These changes may cause future inventory to decline substantially in value or to rapidly become obsolete. If we are unable to manage the inventory on hand with our future clients with a high degree of precision, we may have insufficient product supplies or we may have excess inventory, resulting in inventory write-downs, which may harm our business, financial position and operating results.

~~ITEM~~Our 5ability to obtain particular products or components in the quantities required to fulfill client orders on a timely basis is critical to our success. ~~MARKET~~As ~~FOR~~of ~~REGISTRANT'S~~the ~~COMMON~~date ~~EQUITY~~of this Annual Report, ~~RELATED~~we ~~STOCKHOLDER~~have ~~MATTERS~~no ~~AND~~guaranteed ~~ISSUER~~price ~~PURCHASES~~or OFdelivery ~~EQUITY~~agreements ~~SECURITIES~~with any suppliers. We may occasionally experience a supply shortage of some products as a result of strong demand or problems experienced by suppliers. If shortages or delays persist, the price of those products may increase, or the products may not be available at all. Accordingly, an inability to secure and maintain an adequate supply of products or components to fulfill our future client orders on a timely basis, or a failure to meet future clients’ expectations could result in lost revenue, lower client satisfaction, negative perceptions in the marketplace, potential claims for damages and have a material adverse effect on our business.

Our common stock has been quoted on the OTC Bulletin Board under the symbol "SCLG" on December 28, 2010 and commenced trading on approximately June 2011. The following table sets forth the high and low price information of the Company's common stock for the periods indicated.12

~~OTC~~IF ~~Bulletin~~WE ~~Board~~ARE ~~(1)~~NOT ~~(2)~~ABLE TO ESTABLISH SITES WHERE WE MAY BE REQUESTED TO DO SO, OR IF WE FAIL TO RETAIN KEY CLIENTS AT ESTABLISHED SITES, OUR CLIENT RELATIONSHIPS, REVENUE AND EXPENSES COULD BE SERIOUSLY HARMED.

FISCAL YEAR ENDED DECEMBER 31, 2013:	High		Low
Fourth Quarter	$	0.50	$	0.50
Third Quarter	$	0.50	$	0.50
Second Quarter	$	0.50	$	0.50
First Quarter	$	0.50	$	0.50

Our clients may request that we add capacity or open a facility in locations near their sites. If we do not elect to add required capacity at sites near existing clients or establish sites near existing or potential clients, clients may decide to seek other service providers. In addition, if we should lose a significant client of a particular site or open or expand a site with the expectation of business that does not materialize, operations at that site could become unprofitable or significantly less efficient and we may need to incur restructuring costs. Any of these events could have a material adverse effect on our business, financial position and operating results.

FISCAL YEAR ENDED DECEMBER 31, 2012:	High		Low
Fourth Quarter	$	0.50	$	0.50
Third Quarter	$	0.50	$	0.50
Second Quarter	$	0.50	$	0.50
First Quarter	$	0.50	$	0.50

WE MAY ENCOUNTER PROBLEMS IN OUR EFFORTS TO INCREASE OPERATIONAL EFFICIENCIES.

~~__________________~~We intend to continuously identify ways to increase efficiencies and productivity and effect cost savings. We intend to undertake projects designed to increase our operational efficiencies, including the standardization to a global solutions platform through an integrated system and the opening of new solution centers in low cost areas to expand client offerings and to effect cost savings. We intend to implement a shared services model utilizing centralized locations to service multiple locations across China. We cannot assure you that these projects will result in the realization of the expected benefits that we anticipate in a timely manner or at all. We may encounter problems with these projects that will divert the attention of management and/or result in additional costs and unforeseen project delays. If we or these projects do not achieve expected results, our business, financial position and operating results may be materially and adversely affected.

(1)	Over-the-counter market quotations reflect inter-dealer prices without retail mark-up, mark-down or commission, and may not represent actual transactions.
(2)	Source: www.nasdaq.com

WE ARE SUBJECT TO RISKS OF OPERATING INTERNATIONALLY.

~~SHAREHOLDERS~~We OFmaintain ~~RECORD~~significant operations outside of the United States, specifically in China, and may expand elsewhere in Asia. Our success depends, in part, on our ability to manage our international operations. These international operations require significant management attention, financial resources and are subject to numerous and varied regulations worldwide, some of which may have an adverse effect on our ability to develop our international operations in accordance with our business plans or on a timely basis. Also, our international revenue, cost of revenue and operating expenses will be denominated in foreign currencies. Changes in exchange rates between foreign currencies and the U.S. dollar may adversely affect our operating results. There is also additional risk if the foreign currency is not freely traded. Some currencies, such as the Chinese Renminbi, are subject to limitations on conversion into other currencies, which can limit or delay our ability to repatriate funds or engage in hedging activities. While we may enter into forward currency exchange contracts to manage a portion of our exposure to foreign currencies, future exchange rate fluctuations may have a material adverse effect on our business and operating results.

AsThere ofare ~~December~~other ~~31,~~risks ~~2013,~~inherent ~~there~~in ~~were~~conducting ~~approximately~~international ~~68 holders of record of our common stock~~operations, ~~not~~ including ~~holders who hold their shares in street name.~~:

~~DIVIDENDS~~· added fulfillment complexities in operations, including multiple languages, currencies, bills of materials and stock keeping units; · the complexity of ensuring compliance with multiple U.S. and foreign laws, particularly differing laws on intellectual property rights, export control, taxation and duties; and · labor practices, difficulties in staffing and managing foreign operations, political and social instability, health crises or similar issues, and potentially adverse tax consequences.

WeIn ~~have~~addition, ~~never~~since ~~declared or paid~~ a ~~cash~~substantial ~~dividend.~~portion ~~At this time, we do not anticipate paying dividends in the future. We are under no legal or contractual obligation to declare or to pay dividends, and the timing and amount~~ of ~~any future cash dividends and distributions is at the discretion of~~ our ~~Board~~business ~~of Directors and~~ will ~~depend,~~be ~~among~~conducted ~~other~~in ~~things~~China, onwhere ~~our~~we ~~future~~face ~~after-tax~~additional ~~earnings~~risks, ~~operations,~~including ~~capital requirements, borrowing capacity, financial condition and general business conditions. We plan to retain any earnings for use in~~ the ~~operation of our business and to fund future growth. You should not purchase our Shares on the expectation of future dividends.~~following:

~~RECENT~~· ~~SALES~~the OFchallenge ~~UNREGISTERED~~of ~~SECURITIES~~navigating a complex set of licensing and tax requirements and restrictions affecting the conduct of business in China by foreign companies; · difficulties and limitations on the repatriation of cash; · currency fluctuation and exchange rate risks; · protection of intellectual property, both for us and our clients; · evolving regulatory systems and standards, including recent tax law changes; · difficulty retaining management personnel and skilled employees; and · expiration of tax holidays.

~~We did not issue any shares of our restricted common stock during fiscal year ended December 31, 2013.~~13

14Our future international operations may increase our exposure to international laws and regulations. Noncompliance with foreign laws and regulations, which are often complex and subject to variation and unexpected changes, could result in unexpected costs and potential litigation. For example, the governments of foreign countries might attempt to regulate our products and services or levy sales or other taxes relating to our activities; foreign countries may impose tariffs, duties, price controls or other restrictions on foreign currencies or trade barriers; or a governmental authority could make an unfavorable determination regarding our operations, any of which could make it more difficult to conduct our business and have a material adverse effect on our business and operating results.

~~ISSUER~~If ~~PURCHASE~~we OFare ~~SECURITIES~~unable to manage these risks, we may face significant liability, our international sales may decline and our business, operating and financial results may be adversely affected.

~~None~~CHANGE IN OUR EFFECTIVE TAX RATE MAY HARM OUR RESULTS OF OPERATIONS.

~~ITEM~~A 6.number ~~SELECTED~~of ~~FINANCIAL~~factors ~~DATA~~may increase our future effective tax rates, including:

As· athe ~~“smaller~~jurisdictions ~~reporting~~in ~~company”,~~which weprofits are ~~not~~determined ~~required~~to be earned and taxed; · the resolution of issues arising from tax audits with various tax authorities; · changes in the valuation of our deferred tax assets and liabilities; · adjustments to ~~provide~~estimated taxes upon finalization of various tax returns; · increases in expenses not deductible for tax purposes, including write-offs of acquired in-process R&D, impact of costs associated with business combinations and impairments of goodwill in connection with acquisitions; · changes in available tax credits; · changes in share-based compensation; · changes in tax laws or the ~~information~~interpretation ~~required~~of bysuch ~~this~~tax ~~Item~~laws, and changes in generally accepted accounting principles; · the repatriation of non-U.S. earnings for which we have not previously provided for U.S. taxes; · increases in tax rates in various jurisdictions; and · the expiration of tax holidays.

~~ITEM~~Any 7.significant ~~MANAGEMENT'S~~increase ~~DISCUSSION~~in ~~AND~~our ~~ANALYSIS~~future OFeffective ~~FINANCIAL~~tax ~~CONDITION~~rates ~~AND~~could ~~RESULTS~~reduce OFnet ~~OPERATIONS~~income for future periods.

~~EXECUTIVE~~THE ~~OVERVIEW~~GROSS MARGINS IN THE SUPPLY CHAIN BUSINESS ARE LOW, WHICH MAGNIFY THE IMPACT OF VARIATIONS IN REVENUE AND OPERATING COSTS ON OUR FINANCIAL RESULTS.

~~The~~As ~~following~~a ~~discussion~~result ~~should~~of beintense ~~read~~price competition in ~~conjunction~~the ~~with~~global ~~our~~supply ~~audited~~chain ~~financial~~system ~~statements~~and technology marketplace, the gross margins in supply chain businesses are low, and we expect them to continue to be low in the ~~related~~future. ~~notes~~These ~~that~~low ~~appear~~gross ~~elsewhere~~margins magnify the impact of variations in ~~this~~revenue ~~annual~~and ~~report~~operating costs on financial results. ~~The~~Although ~~following~~we ~~discussion~~intend ~~contains~~to ~~forward-looking~~identify ~~statements~~initiatives ~~that~~designed ~~reflect~~to increase our ~~plans~~gross margins, ~~estimates~~increased competition arising from industry consolidation and/or ~~believes~~low demand for products may hinder our ability to maintain or improve gross margins. ~~Our~~Portions ~~actual~~of ~~results~~our ~~could~~operating ~~differ~~expenses ~~materially~~may ~~from~~be ~~those~~relatively ~~discussed~~fixed, and planned expenditures may be based in ~~the~~part ~~forward~~on ~~looking~~anticipated ~~statements~~orders. ~~Factors~~Our ~~that~~current ~~could~~ability ~~cause~~to orforecast ~~contribute~~the amount and timing of future order volumes is difficult, and we expect this to ~~such~~continue ~~difference~~because ~~include~~we will be highly dependent upon the business needs of our clients, ~~but~~which ~~are~~could be highly variable. As a result, we may not ~~limited~~be able to; ~~those~~reduce ~~discussed~~our ~~below~~operating ~~and~~expenses ~~elsewhere~~as a percentage of revenue to mitigate any reductions in ~~this~~gross ~~annual~~margins. ~~report,~~We ~~particularly~~may also be required to spend money to restructure our operations should future demand fall significantly in ~~the~~any ~~section~~one ~~entitled~~facility. ~~“Risk~~If ~~Factors”~~we ~~beginning~~cannot onproportionately ~~page~~decrease 10our ofcost ~~this~~structure ~~annual~~in ~~report~~response to competitive price pressures, our business, financial condition and operating results could be adversely affected.

~~Our audited financial statements are stated in United State Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.~~14

~~RESULTS~~WE OFWILL ~~OPERATIONS~~BE SUBJECT TO INTENSE COMPETITION.

~~Fiscal~~The ~~Year~~markets ~~Ended~~for ~~December~~our 31services are highly competitive and often lack significant barriers to entry enabling new businesses to enter these markets relatively easily. Numerous well-established companies and smaller entrepreneurial companies are focusing significant resources on developing and marketing products and services that will compete with our offerings. The market for supply chain management products and services is very competitive, ~~2013~~and ~~Compared~~the intensity of the competition is expected to ~~Fiscal~~continue ~~Year~~to ~~Ended~~increase. ~~December~~Any 31failure to maintain and enhance our competitive position would limit our ability to maintain and increase market share, ~~2012~~which could result in serious harm to our business. Increased competition may also result in price reductions, reduced gross margins and loss of market share. In addition, many of our potential competitors will have greater financial, technical, operational and marketing resources. We may not be able to compete successfully against these competitors. Competitive pressures may also force prices for supply chain management products and services down and these price reductions may reduce our potential revenue. The competition we face may also increase as a result of consolidation within the supply chain management and logistics industries. For example, if as a result of consolidation, our competitors are able to obtain more favorable terms from their suppliers, offer more comprehensive services to their customers, or otherwise take actions that increase their competitive strengths, our competitive position and therefore our business, results of operations and financial condition may be materially adversely affected.

~~Our~~THE ~~operating~~TREND ~~results~~TOWARD ~~for~~OUTSOURCING ~~years~~OF ~~ended~~SUPPLY ~~December~~CHAIN 31MANAGEMENT AND LOGISTICS ACTIVITIES, ~~2013~~EITHER ~~and~~GLOBALLY ~~2012~~OR ~~and~~WITHIN ~~the~~SPECIFIC ~~changes~~INDUSTRIES ~~between~~THAT ~~those~~WE ~~periods~~SERVE ~~for~~MAY ~~the~~CHANGE ~~respective~~THEREBY ~~items~~REDUCING ~~are~~DEMAND ~~summarized~~FOR asOUR ~~follows:~~SERVICES.

		Year Ended December 31, 2013			Year Ended December 31, 2012			Change Between Year Ended December 31, 2013 and 2012
Revenue	$	Nil		$	Nil		$	Nil
Professional fees	$	1,839		$	7,839		$	6,000
General and administrative	$	7,508		$	9,518		$	2,010
Net Income (Loss)	$	(9,347	)	$	(17,357	)	$	(8,010	)

Our growth strategy is partially based on the assumption that the trend toward outsourcing of supply chain management and logistics services will continue. Third-party service providers like ourselves are generally able to provide such services more efficiently than otherwise could be provided “in-house”, primarily as a result of our expertise and lower and more flexible employee cost structure. However, many factors could cause a reversal in the outsourcing trend. For example, our clients may see risks in relying on third-party service providers, or they may begin to define supply chain management and logistics activities as within their core competencies and decide to perform these operations themselves. If our clients are able to develop supply chain management expertise or improve the cost structure of their in-house supply chain activities, we may not be able to provide such clients with an attractive alternative for their supply chain management and logistics needs. If our clients in-source significant aspects of their supply chain operations, or if potential new clients decide to continue to perform their own supply chain activities in-house, our business, results of operations and financial condition may be materially adversely affected.

15THE PHYSICAL OR INTELLECTUAL PROPERTY OF OUR CLIENTS MAY BE DAMAGES, MISAPPROPRIATED, STOLEN OR LOST WHILE IN OUR POSSESSION, SUBJECTING US TO LITIGATION AND OTHER ADVERSE CONSEQUENCES.

~~Our~~In ~~financial~~the ~~statements~~course ~~report~~of aproviding ~~net~~supply ~~loss~~chain ofmanagement ~~$9,347~~services ~~during~~to ~~fiscal~~our ~~year~~clients, ~~ended~~we ~~December~~often ~~31,~~have ~~2013~~possession ~~compared~~of or access to atheir ~~net~~physical ~~loss~~and ofintellectual ~~$17~~property,~~357~~ ~~during~~including ~~fiscal~~consigned ~~year~~inventory, ~~ended~~databases, ~~December~~software 31masters, ~~2012~~certificates ~~(a decrease~~ of ~~$8,010).~~authenticity ~~During~~and ~~fiscal~~similar ~~years~~valuable ~~ended~~physical ~~December~~or ~~31,~~intellectual ~~2013~~property. ~~and~~If ~~December~~this ~~31,~~physical ~~2012,~~or weintellectual ~~have~~property ~~not~~is ~~generate~~damaged, ~~any~~misappropriated, ~~revenues.~~stolen Weor ~~have~~lost, ~~not~~we ~~generated~~could ~~revenue since our inception.~~suffer:

~~During~~· ~~fiscal~~claims ~~year~~under ~~ended~~client ~~December~~agreements ~~31,~~or ~~2013,~~applicable ~~we incurred operating expenses of $9~~law,~~347~~ ~~compared~~or toother ~~$17,357~~liability ~~incurred~~for during fiscal year ended December 31, 2012 (a decrease of $8,010). These operating expenses incurred during fiscal year ended December 31, 2013 consisted of: (i) professional fees of $1,839 (2012: $7,839)damages; ~~and~~· ~~(ii)~~delayed ~~general~~or ~~and~~lost ~~administrative~~revenue ~~of $7,508 (2012: $9,518). The decrease in professional fees for fiscal year ended December 31, 2013 is~~ due to ~~decreased~~adverse ~~consulting~~client ~~fees~~reaction; ~~and~~· ~~management~~negative ~~fees~~publicity; and ~~legal~~· ~~fees~~litigation ~~related~~that tocould ~~filings~~be ~~with~~costly ~~SEC. The decrease in our general~~ and ~~administrative~~time ~~expense for fiscal year ended December 31, 2013 is due to decreased scale and scope our business operations~~consuming.

Thus, we realized a net loss of ($9,347) or ($0.00) for fiscal year ended December 31, 2013 compared to a net loss of ($17,357) or ($0.00) for fiscal year ended December 31, 2012. The weighted average number of shares outstanding was 20,707,000 for both fiscal years ended December 31, 2013 and December 31, 2012.15

~~LIQUIDITY~~WE COULD BE SUBJECT TO INFRINGEMENT CLAIMS AND ~~FINANCIAL~~OTHER ~~CONDITION~~INTELLECTUAL PROPERTY DISPUTES.

~~Fiscal~~Our ~~Year~~business ~~Ended~~employs ~~December~~a 31broad range of intellectual property and from time to time, ~~2013~~we have been, and will continue to be, subject to third-party claims in the ordinary course of business, including claims of alleged infringement of intellectual property rights. These claims may damage our business by:

As· ofsubjecting ~~December~~us ~~31,~~to ~~2013,~~significant ~~our~~liability ~~current~~for ~~assets~~damages; ~~were~~· ~~$430~~resulting ~~and~~in ~~our~~invalidation ~~current~~of ~~liabilities~~our ~~were~~proprietary ~~$88,028,~~rights; ~~which~~· ~~resulted~~resulting in acostly ~~working~~license ~~capital~~fees ~~deficit~~in oforder ~~$87,598.~~to Assettle ofthe ~~December~~claims; ~~31,~~· ~~2013,~~being ~~current~~time-consuming ~~assets~~and ~~were~~expensive ~~comprised~~to ofdefend ~~$430~~even inif ~~cash.~~the Asclaims ofare ~~December~~not ~~31,~~meritorious; ~~2013,~~and ~~current~~· ~~liabilities~~resulting ~~were~~in ~~comprised~~the diversion of ~~$88,028~~our inmanagement’s ~~accounts~~time ~~payable~~ and ~~accrued expenses~~attention.

AsWE ofMAY ~~December~~BE ~~31,~~LIABLE ~~2013,~~IF ~~our~~THIRD ~~total~~PARTIES ~~assets~~MISAPPROPRIATE ~~were~~PERSONAL ~~$430~~INFORMATION ~~comprised~~OF ofOUR ~~current~~CLIENTS' ~~assets~~CUSTOMERS. ~~There was no change in total assets during fiscal year ended December 31, 2013 from fiscal year ended December 31, 2012.~~

AsWe will be handling personal information as part of ~~December~~our ~~31,~~global ~~2013~~system. Any security breach or inadvertent release of this information could expose us to risks of loss, litigation and liability and could seriously disrupt our ~~total~~operations. ~~liabilities~~If ~~were~~third ~~$88~~parties are able to penetrate our network or telecommunications security or otherwise misappropriate the personal information or credit card information of our clients’ customers or if we give third parties improper access to such information,~~028~~ ~~comprised~~we could be subject to liability. This liability could include claims for unauthorized purchases with credit card information, impersonation or other similar fraud claims. They could also include claims for other misuses of ~~current~~personal ~~liabilities~~information, including unauthorized marketing purposes. ~~There~~These ~~was~~claims nocould ~~change~~result in ~~total~~litigation. ~~liabilities~~Liability ~~during~~for ~~fiscal~~misappropriation ~~year~~of ~~ended~~this ~~December~~information 31could be significant. Further, ~~2013~~any resulting adverse publicity arising from ~~fiscal~~investigations ~~year~~could ~~ended~~have ~~December~~a ~~31,~~material ~~2012~~adverse impact on our business.

~~Stockholders’~~WE ~~equity~~DEPEND ~~(deficit)~~ON ~~remained~~THIRD-PARTY ~~at ($87~~SOFTWARE,~~598)~~ ~~for~~SYSTEMS ~~both~~AND ~~fiscal years ended December 31, 2013 and December 31, 2012~~SERVICES.

~~Cash~~Our ~~Flows~~business ~~from~~and ~~Operating~~operations ~~Activities~~rely on third parties to provide products and services, including IT products and services, and shipping and transportation services. We may experience operational problems attributable to the installation, implementation, integration, performance, features or functionality of third-party software, systems and services. Any interruption in the availability or usage of the products and services provided by third parties could have a material adverse effect on our business or operations.

WeTHE ~~have~~SUCCESS ~~not~~OF ~~generated~~OUR ~~positive~~BUSINESS ~~cash~~DEPENDS ~~flows~~UPON ~~from~~THE ~~operating~~CONTINUING ~~activities.~~CONTRIBUTION ~~For~~OF ~~fiscal~~OUR ~~years~~KEY ~~ended December 31~~PERSONNEL, ~~2013~~INCLUDING ~~and~~MR. ~~December~~GUNTHER 31THAN, ~~2012,~~OUR ~~net~~CHIEF ~~cash~~EXECUTIVE ~~flows used in operating activities was $-0-. Net cash flows used in operating activities consisted primarily of a net loss of $9~~OFFICER,~~357~~ ~~(2012:~~WHOSE ~~$17,357),~~KNOWLEDGE ~~which~~OF ~~was~~OUR ~~partially~~BUSINESS ~~adjusted~~WOULD byBE ~~$9,357~~DIFFICULT ~~(2012:~~TO ~~$17,357)~~REPLACE inIN ~~forgiveness~~THE ofEVENT ~~shareholder~~WE ~~loan~~LOSE ~~and~~HIS ~~$-0-(2012: $6,000) in interest~~SERVICES.

16We are dependent on the services of Shuquan , our Chief Executive Officer, and a member of our Board and Juan Gu, our President and a member of our Board, and other members of our management team. For example, the loss of Mr. Chen and Ms. Gu could damage customer relations and could restrict our ability to raise additional working capital if and when needed. There can be no assurance that Mr. Chen or Ms. Gu will continue in their present capacities for any particular period of time. Other than non-compete provisions of limited duration included in employment agreements that we may or will have with certain executives, we do not generally seek non-compete agreements with key personnel, and they may leave and subsequently compete against us. The loss of service of any of our senior management team, particularly those who are not party to employment agreements with us, or our failure to attract and retain other qualified and experienced personnel on acceptable terms, could have a material adverse effect on our business.

~~Cash Flows from Investing Activities~~16

~~For~~WE ~~fiscal~~MAY ~~years~~BE ~~ended~~UNABLE ~~December~~TO ~~31,~~ATTRACT ~~2013~~AND ~~and~~RETAIN ~~December~~THE ~~31,~~SKILLED ~~2012,~~EMPLOYEES ~~net~~NEEDED ~~cash~~TO ~~flows~~SUSTAIN ~~used~~AND inGROW ~~investing~~OUR ~~activities was $-0-~~BUSINESS.

~~Cash~~Our ~~Flows~~success ~~from~~to ~~Financing~~date ~~Activities~~has largely depended on, and will continue to depend on, the skills, efforts and motivations of our executive team and employees, who generally have significant experience with our Company. Our success also depends largely on our ability to attract and retain highly qualified IT engineers and programmers, to train professionals and sales and marketing managers and corporate management personnel. We may experience difficulties in locating and hiring qualified personnel and in retaining such personnel once hired, which may materially and adversely affect our business.

WeOUR ~~have~~DIRECTORS ~~financed~~AND ~~our~~OFFICERS ~~operations~~ARE ~~primarily~~ABLE ~~from~~TO ~~debt~~EXERCISE orSIGNIFICANT ~~the~~INFLUENCE ~~issuance~~OVER ofMATTERS ~~equity~~REQUIRING ~~instruments.~~STOCKHOLDER ~~For the fiscal years ended December 31, 2013 and December 31, 2012, net cash flows provided from financing activities was $-0-~~APPROVAL.

~~Going~~As ~~Concern~~of the date of this Annual Report, we have 40,677,000 shares of common stock issued and outstanding and 100 shares of preferred stock issued and outstanding. Currently, Kun De International Holdings Group, Inc., a corporation organized under the laws of the Cayman Islands ("Kun De") holds approximately 49.168% of the voting power of our common and 100 % of the Series A preferred stock entitled to vote on any matter brought to a vote of the stockholders, which results in voting power equivalent to 162,708,000 votes. Pursuant to Delaware law and our bylaws, the holders of a majority of our voting stock may authorize or take corporate action with only a notice provided to our stockholders. A stockholder vote may not be made available to our minority stockholders, and in any event, a stockholder vote would be controlled by the majority stockholders.

IfOUR weOFFICERS ~~cannot~~AND ~~obtain~~DIRECTORS ~~financing~~MAY toBE ~~fund~~SUBJECT ~~our~~TO ~~operations~~CONFLICTS inOF ~~2014, then we may be required to reduce our expenses and scale back our operations~~INTEREST. These factors raise substantial doubt of our ability to continue as a going concern. Footnote 2 to our financial statements provides additional explanation of management’s views on our status as a going concern. The audited financial statements contained in this Annual Report do not include any adjustments to reflect the possible future effects on the recoverability of assets or the amounts of liabilities that may result should we be unable to continue as a going concern.

Our ~~independent~~officers ~~registered~~and ~~accounting~~directors ~~firm~~serve ~~included~~only anpart ~~explanatory~~time ~~paragraph~~and ~~December~~can ~~31,~~become ~~2013,~~subject into conflicts of interest. Some devote part of their ~~reports~~working ontime ~~the~~to ~~accompanying~~other ~~financial~~business ~~statements~~endeavors, ~~for~~including ~~December~~consulting 31relationships with other entities, ~~2013~~and ~~regarding~~have ~~concerns~~responsibilities ~~about~~to ~~our~~these ~~ability~~other entities. Such conflicts include deciding how much time to ~~continue~~devote to our affairs, as awell ~~going~~as ~~concern.~~what ~~Our~~business ~~financial~~opportunities ~~statements~~should ~~contain~~be ~~additional~~presented ~~note~~to ~~disclosures~~us. ~~describing~~Because ~~the~~of ~~circumstances~~these ~~that~~relationships, ~~lead~~our officers and directors could be subject to ~~this~~conflicts ~~disclosure~~of byinterest. ~~our~~Currently, ~~independent~~we ~~auditors~~have no policy in place to address such conflicts of interest.

~~Off-balance~~DELAWARE ~~Sheet~~LAW ~~Arrangements~~AND OUR ARTICLES OF INCORPORATION MAY PROTECT OUR DIRECTORS FROM CERTAIN TYPES OF LAWSUITS.

WeDelaware ~~have~~law noprovides ~~off-balance~~that ~~sheet~~our ~~arrangement~~officers ~~that~~and ~~have~~directors orwill ~~are~~not ~~reasonably~~be ~~likely~~liable to ~~have~~us aor ~~current~~our orstockholders ~~future~~for ~~effect~~monetary ondamages ~~our~~for ~~financial~~all ~~condition,~~but ~~changes~~certain types of conduct as officers and directors. Our Bylaws permit us broad indemnification powers to all persons against all damages incurred in ~~financial~~connection ~~condition~~with ~~revenues~~our business to the fullest extent provided or ~~expenses,~~allowed ~~results~~by law. The exculpation provisions may have the effect of ~~operations,~~preventing ~~liquidity~~stockholders from recovering damages against our officers and directors caused by their negligence, ~~capital~~poor ~~expenditures~~judgment or ~~capital~~other ~~resources~~circumstances. ~~that~~The ~~are~~indemnification ~~material~~provisions may require us to ~~stockholders~~use our limited assets to defend our officers and directors against claims, including claims arising out of their negligence, poor judgment, or other circumstances.

~~Critical~~RISKS ~~Accounting~~RELATING ~~Policies~~TO THE PEOPLE’S REPUBLIC OF CHINA

~~The~~CERTAIN ~~discussion~~POLITICAL ~~and~~AND ~~analysis~~ECONOMIC ofCONSIDERATIONS ~~our~~RELATEING ~~financial~~TO ~~condition~~CHINA ~~and~~COULD ~~results~~ADVERSELY ofAFFECT ~~operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America~~US. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with our financial statements are critical to an understanding of our financial statements.

~~Recent~~The ~~Accounting~~PRC ~~Pronouncements~~is transitioning from a planned economy to a market economy. While the PRC government has pursued economic reforms since its adoption of the open-door policy in 1978, a large portion of the PRC economy is still operating under five-year plans and annual state plans. Through these plans and other economic measures, such as control on foreign exchange, taxation and restrictions on foreign participation in the domestic market of various industries, the PRC government exerts considerable direct and indirect influence on the economy. Many of the economic reforms carried out by the PRC government are unprecedented or experimental, and are expected to be refined and improved.

Other accounting pronouncements that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our company’s financial statements upon adoption. 17

17Other political, economic and social factors can also lead to further readjustment of such reforms. This refining and readjustment process may not necessarily have a positive effect on our operations or future business development. Our operating results may be adversely affected by changes in the PRC’s economic and social conditions as well as by changes in the policies of the PRC government, such as changes in laws and regulations (or the official interpretation thereof), measures which may be introduced to control inflation, changes in the interest rate or method of taxation, and the imposition of additional restrictions on currency conversion.

~~ITEM~~THE ~~7A.~~CHINESE ~~QUANTITATIVE~~GOVERNMENT ~~AND~~EXERTS ~~QUALITATIVE~~SUBSTANTIAL ~~DISCLOSURES~~INFLUENCE ~~ABOUT~~OVER ~~MAKET~~THE ~~RISK~~MANNER IN WHICH WE MUST CONDUCT OUR BUSINESS ACTIVITIES WHICH COULD ADVERSELY AFFECT US.

AsChina aonly ~~"smaller~~recently ~~reporting~~has ~~company",~~permitted weprovincial ~~are~~and ~~not~~local ~~required~~economic autonomy and private economic activities. The Chinese government has exercised and continues to ~~provide~~exercise substantial control over virtually every sector of the ~~information~~Chinese ~~required~~economy through regulation and State ownership. Our ability to operate in China may be harmed by ~~this~~changes ~~Item~~in its laws and regulations, including those relating to taxation, import and export tariffs, environmental regulations, land use rights, property and other matters. We believe that our operations in China are in material compliance with all applicable legal and regulatory requirements. However, the central or local governments of these jurisdictions may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations.

~~ITEM~~THE 8.CHINESEA ~~FINANCIAL~~LEGAL ~~STATEMENTS~~SYSTEM ~~AND~~HAS ~~SUPPLEMENTARY~~INHERENT ~~DATA~~UNCERTAINTIES THAT COULD LIMIT THE LEGAL PROTECTION AVAILABLE TO YOU.

~~The~~Our ~~financial~~contractual ~~information~~arrangements ~~set~~in ~~forth~~China ~~below~~are ~~with~~governed ~~respect~~by tothe ~~our~~laws ~~statements~~ of ~~operations~~the PRC. China’s legal system is based upon written statutes. Prior court decisions may be cited for ~~the~~reference ~~twelve~~but ~~month~~are ~~periods~~not ~~ended~~binding ~~December~~on ~~31,~~subsequent ~~2013~~cases and ~~2012~~have islimited ~~audited~~value as precedents. ~~This~~Since ~~financial~~1979, ~~information~~the Chinese legislative bodies have promulgated laws and regulations dealing with economic matters such as foreign investment, incorporate ~~the~~organization ~~opinion~~and ofgovernance, ~~management~~commerce, ~~includes~~taxation ~~all~~and ~~adjustments~~trade. ~~consisting~~However, ofbecause ~~normal~~these ~~recurring~~laws ~~entries~~and ~~necessary~~regulations ~~for~~are ~~the~~relatively ~~fair~~new, ~~presentation~~and because of ~~such~~the ~~data.~~limited ~~The~~volume ~~results~~ of ~~operations~~published ~~for~~decisions and their non-binding nature, the ~~year~~interpretation ~~period~~and ~~ended~~enforcement ~~December~~of ~~31,~~these ~~2013~~laws ~~are~~and ~~not~~regulations ~~necessarily~~involve ~~indicative~~uncertainties, ofand ~~results~~therefore toyou bemay ~~expected~~not have legal protections for ~~any~~certain ~~subsequent~~matters ~~period~~in China.

~~ITEM~~PRC 9LAWS AND REGULATIONS GOVERNING OUR BUSINESS AND THE VALIDITY OF OUR CONTRACTUAL ARRANGEMENTS ARE UNCERTAIN. IF WE ARE FOUND TO BE INV VIOLATION, WE COULD BE SUBJECT TO SANCTIONS. IN ADDITION, CHANGES ~~AND~~IN ~~DISAGREEMENTS~~SUCH ~~WITH~~PRC ~~ACCOUNTANTS~~LAWS ONAND ~~ACCOUNTING~~REGULATIONS MAY MATERIALLY AND ~~FINANCIAL~~ADVERSELY ~~DISCLOSURE~~AFFECT OUR BUSINESS.

~~Effective~~There ~~September~~are 10substantial uncertainties regarding the interpretation and application of the current or future PRC laws and regulations, ~~2014~~including regulations governing the validity and enforcement of such contractual arrangements. The PRC government has broad discretion in dealing with violations of laws and regulations, weincluding ~~dismissed~~levying ~~Chang~~fines, ~~Lee~~revoking ~~LLP~~business ~~("Chang")~~and asother ~~our~~licenses, ~~independent~~proscribing ~~registered~~remittance ~~public~~of ~~accounting~~profits ~~firm~~offshore and requiring actions necessary for compliance. In particular, licenses and permits issued or granted to us by relevant governmental bodies may be revoked at a later time by higher regulatory bodies. We ~~have~~cannot ~~engaged~~predict ~~Terry~~the Leffect of the interpretation of existing or new PRC laws or regulations on our businesses. ~~Johnson,~~We ~~CPA~~cannot ~~("Johnson")~~assure asyou that our ~~principal~~current ~~independent~~ownership ~~registered~~and ~~public~~operating ~~accounting~~structure ~~firm~~would not be found to be in violation of any current or future PRC laws or regulations. ~~The~~As ~~decision~~a result, we may be subject to ~~change~~sanctions, ~~its~~including ~~principal~~fines, ~~independent~~and ~~registered~~could ~~public~~be ~~accounting~~required ~~firm~~to ~~has~~restructure ~~been~~our ~~approved~~operations byor cease to provide certain services. Any of these or similar actions could significantly disrupt our ~~board~~business operations or restrict us from conducting a substantial portion of ~~directors~~our business operations, which could materially and adversely affect our business, financial condition and results of operations.

The reports of Chang on our financial statements for fiscal year ended December 31, 2010 (which included the balance sheet as of December 31, 2010 and the statement of operations, cash flows and stockholders' equity as of December 31, 2010), for the past fiscal year, did not contain an adverse opinion or a disclaimer of opinion, nor qualified or modified as to uncertainty, audit scope or accounting principles, other than to state that there is substantial doubt as to our ability to continue as a going concern. During our fiscal year ended December 31, 2010 and during the subsequent period through to the date of Chang's resignation, there were no disagreements between us and Chang, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Chang, would have caused Chang to make reference thereto in its report on our audited financial statements.18

WeIF ~~have~~THE ~~provided~~PRC ~~Chang~~GOVERNMENT ~~with~~FINDS aTHAT ~~copy~~THE ofAGREEMENTS aTHAT ~~Current~~ESTABLISH ~~Report~~THE onSTRUCTURE ~~Form~~FOR ~~8-K~~OUR ~~and~~OPERATING ~~has~~BUSINESS ~~requested~~IN ~~that~~CHINA ~~Chang~~DO ~~furnish~~NOT usCOMPLY ~~with~~WITH aAPPLICABLE ~~letter~~PRC ~~addressed~~GOVERNMENTAL toRESTRICTIONS ~~the~~ON ~~Securities~~FOREIGN ~~and~~INVESTMENT ~~Exchange~~OR ~~Commission~~IF ~~stating~~THESE ~~whether~~REGULATIONS orOR ~~not~~THE ~~Chang~~INTERPREATION ~~agrees~~OF ~~with~~EXSTING ~~the~~REGULATIONS ~~statements~~CHANGE ~~made~~IN inTHE ~~the Current Report on Form 8-K with respect to Chang and~~FUTURE, ifWE ~~not,~~COUDL ~~stating~~BE ~~the~~SUBJECT ~~aspects~~TO ~~with~~PENALTIES ~~which~~OR ~~they~~BE doFORCED ~~not~~TO ~~agree.~~RELINQUISH WeOUR ~~have~~INTEREST ~~received~~IN ~~the~~THOSE ~~requested letter from Chang wherein he has confirmed his agreement to our disclosures in the Current Report with respect to Chang~~OPERATIONS. ~~A copy of Chang's letter was filed as an exhibit to the Current Report.~~

InPRC ~~connection~~law ~~with~~may ~~our~~limit ~~appointment~~foreign ownership of ~~Johnson~~companies asup ~~our~~to ~~principal~~50%. ~~registered~~Foreign ~~accounting~~and ~~firm~~wholly atforeign-owned ~~this~~enterprises ~~time~~are currently restricted from providing other Internet information services. As such, we ~~have~~may ~~not~~conduct ~~consulted~~our ~~Johnson~~business onthrough ~~any~~contractual ~~matter~~arrangements ~~relating~~with our structured entities in China. Each of the structured entities will be owned by individual shareholders who are PRC citizens and hold the requisite licenses or permits to provide global supply services in China. We expect to depend on structured entities to operate our businesses. There are uncertainties regarding the interpretation and application of ~~accounting~~current ~~principles~~and tofuture aPRC ~~specific~~laws, ~~transaction~~rules and regulations, ~~either~~including ~~completed~~but ornot ~~contemplated~~limited to the laws, orrules and regulations governing the ~~type~~validity and enforcement of ~~audit~~our ~~opinion~~contractual arrangements with structured entities. We have been advised that ~~might~~each beof ~~rendered~~such oncontractual agreements for operating our ~~financial~~business ~~statements~~in ~~during~~China (including our corporate structure and contractual arrangements with the ~~two~~structured ~~most~~entities), ~~recent~~needs ~~fiscal~~to ~~years~~comply ~~(December~~with 31all applicable existing PRC laws, ~~2013~~rules and ~~2012)~~regulations, and ~~subsequent~~not ~~interim~~violate, ~~period~~breach, contravene or otherwise conflict with any applicable PRC laws, rules or regulations. However, we cannot assure that the PRC regulatory authorities will not adopt any new regulation to restrict or prohibit foreign investment in Internet business through contractual arrangement in the ~~date~~future, ofor ~~engagement~~will not determine that our corporate structure and potential contractual arrangements violate PRC laws, rules or regulations.

18WE MAY HAVE EXPOSURE TO GREATER THAN ANTICIPATED TAX LIABILITIES.

~~ITEM~~We 9Awill be subject to enterprise income tax, business tax or value-added tax, and other taxes in each province and city in China where we have operations. ~~CONTROLS~~Our ~~AND~~tax ~~PROCEDURES~~structure is subject to review by various local tax authorities. The determination of its provision for income tax and other tax liabilities requires significant judgment. In the ordinary course of its business, there are many transactions and calculations where the ultimate tax determination is uncertain. Although we believes our estimates are reasonable, the ultimate decisions by the relevant tax authorities may differ from the amounts recorded in its financial statements and may materially affect its financial results in the period or periods for which such determination is made.

~~DISCLOSURE~~FUTURE ~~CONTROLS~~INFLATION ~~AND~~IN ~~PROCEDURES~~CHINA MAY INHIBIT OUR ACTIVITY TO CONDUCT BUSINESS IN CHINA.

~~Evaluation~~In recent years, the Chinese economy has experienced periods of ~~disclosure~~rapid expansion and high rates of inflation. During the past twenty years, the rate of inflation in China has been as high as 24.1% in 1994 and as low as -1.4% in 1999 (according to National Bureau of Statistics of China). These factors have led to the adoption by the Chinese government, from time to time, of various corrective measures designed to restrict the availability of credit or regulate growth and contain inflation. While inflation has been more moderate since 1995, high inflation may in the future cause the Chinese government to impose controls on credit and/or ~~procedures~~prices, or to take other action, which could inhibit economic activity in China and thereby harm our business operations.

WeCURRENCY ~~maintain~~CONVERSION ~~controls~~AND ~~and~~EXCHANGE ~~procedures~~RATE ~~that~~VOLATILITY ~~are~~COULD ~~designed~~ADVERSELY toAFFECT ~~ensure~~OUR ~~that~~FINANCIAL information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosuresCONDITION. Based upon their evaluation of those controls and procedures performed as of the end of the period covered by this report, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective.

~~Management~~The PRC government imposes control over the conversion of RMB into foreign currencies. Under the current unified floating exchange rate system, the People’s ~~report~~Bank of China (“PBOC”) publishes an exchange rate, which we refer to as the PBOC exchange rate, based on ~~internal~~the ~~control~~previous ~~over~~day’s ~~financial~~dealings ~~reporting~~in the inter-bank foreign exchange market. Financial institutions authorized to deal in foreign currency may enter into foreign exchange transactions at exchange rates within an authorized range above or below the PBOC exchange rate according to market conditions.

Our chief executive officer and our chief financial officer are responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:19

·Pursuant ~~Pertain~~ to the ~~maintenance~~Foreign Exchange Control Regulations of ~~records~~the ~~that~~PRC inissued ~~reasonable~~by ~~detail~~the ~~accurately~~State Council which came into effect on April 1, 1996, and ~~fairly~~the ~~reflect~~Regulations on the ~~transactions~~Administration of Foreign Exchange Settlement, Sale and ~~dispositions~~Payment of ~~our~~the ~~assets;~~PRC ·which ~~Provide~~came ~~reasonable~~into ~~assurance~~effect ~~that~~on ~~transactions~~July ~~are~~1, ~~recorded~~1996, asregarding ~~necessary~~foreign toexchange ~~permit~~control, ~~preparation~~conversion of ~~financial~~RMB ~~statements~~into inforeign ~~accordance~~exchange ~~with~~by ~~generally~~Foreign ~~accepted~~Investment ~~accounting~~Enterprises ~~principles~~(“FIEs”), ~~and~~for ~~that~~use ~~our~~on ~~receipts~~current account items, including the distribution of dividends and ~~expenditures~~profits to foreign investors, is permissible. FIEs are ~~being~~permitted ~~made~~to ~~only~~convert their after-tax dividends and profits to foreign exchange and remit such foreign exchange to their foreign exchange bank accounts in ~~accordance~~the ~~with~~PRC. ~~authorizations~~Conversion of ~~management~~RMB ~~and~~into ~~our~~foreign ~~directors;~~currencies for capital account items, including direct investment, loans, and ·security ~~Provide~~investment, ~~reasonable~~is ~~assurance~~still ~~regarding~~under ~~prevention~~certain orrestrictions. ~~timely~~On ~~detection~~January of14, ~~unauthorized~~1997, ~~acquisition~~the State Council amended the Foreign Exchange Control Regulations and added, ~~use~~among orother ~~disposition~~things, ofan ~~our~~important ~~assets~~provision, which provides that ~~could~~the ~~have~~PRC agovernment ~~material~~shall ~~effect~~not impose restrictions on ~~the~~recurring ~~financial~~international ~~statements~~payments and transfers under current account items.

~~Because~~Enterprises ofin ~~its~~the ~~inherent~~PRC ~~limitations,~~(including ~~our~~FIEs) ~~internal~~which ~~control~~require ~~over~~foreign ~~financial~~exchange ~~reporting~~for ~~may~~transactions ~~not~~relating ~~prevent~~to orcurrent ~~detect~~account ~~misstatements.~~items, ~~Therefore~~may, ~~even~~without ~~those~~approval ~~systems~~of ~~determined~~the toState beAdministration ~~effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections~~ of ~~any~~Foreign ~~evaluation~~Exchange, ofor ~~effectiveness~~SAFE, toeffect ~~future~~payment ~~periods~~from ~~are~~their ~~subject~~foreign toexchange ~~the~~account ~~risk~~or ~~that~~convert ~~controls~~and ~~may~~pay ~~become~~at ~~inadequate because of changes in conditions, or that~~ the ~~degree~~designated offoreign ~~compliance~~exchange ~~with~~banks ~~the~~by ~~policies~~providing orvalid ~~procedures~~recSOPts ~~may~~and ~~deteriorate~~proofs.

~~Based~~Convertibility onof ~~our~~foreign ~~assessment,~~exchange ~~our~~in ~~chief~~respect ~~executive~~of ~~officer~~capital ~~and~~account ~~our~~items, ~~chief~~such ~~financial~~as ~~officer~~direct ~~believe~~investment ~~that,~~and ascapital ~~of December 31~~contribution, ~~2013,~~is ~~our~~still ~~internal~~subject ~~control~~to ~~over~~certain ~~financial~~restrictions, ~~reporting~~and isprior ~~not~~approval ~~effective~~from ~~based~~the onSAFE ~~those~~or ~~criteria,~~its ~~due~~relevant tobranches ~~the~~must ~~following:~~be sought.

●Since ~~Deficiencies~~1994, inthe ~~Segregation~~exchange ofrate ~~Duties.~~for ~~Lack~~RMB ofagainst ~~proper~~the ~~segregation~~United ofStates ~~functions,~~dollars ~~duties~~has ~~and~~remained ~~responsibilities~~relatively ~~with~~stable, ~~respect~~most toof ~~our~~the ~~cash~~time ~~and~~in ~~control over~~ the ~~disbursements~~region ~~related~~of ~~thereto~~approximately ~~due~~RMB 8.28 to ~~our~~US$1.00. ~~very~~However, ~~limited~~in ~~staff~~2005, ~~including~~the ~~our~~Chinese ~~accounting~~government ~~personnel.~~announced ●that ~~Lack~~would begin pegging the exchange rate of anthe ~~audit~~Chinese ~~committee~~RMB ~~and~~against ~~deficiency~~a innumber of currencies, rather than just the ~~staffing~~U.S. ofDollar. As our ~~financial~~operations ~~accounting~~are ~~department.~~primarily ~~The~~in ~~number~~China, any significant revaluation of ~~qualified~~the ~~accounting~~RMB ~~personnel~~may ~~with~~materially ~~experience~~and inadversely ~~public~~affect ~~company~~our ~~SEC~~cash ~~reporting~~flows, revenues and ~~GAAP~~financial ~~is limited~~condition. ~~This~~For ~~weakness~~example, ~~does~~to ~~not~~the ~~enable~~extent usthat we need to ~~maintain~~convert ~~adequate~~United ~~controls~~States ~~over~~dollars into RMB for our ~~financial~~operations, ~~accounting~~appreciation ~~and~~of ~~reporting~~this ~~processes~~currency ~~regarding~~against the ~~accounting~~United ~~for~~States ~~non-routine~~dollar ~~and~~could ~~non-systematic~~have ~~transactions.~~a ~~There~~material isadverse aeffect ~~risk~~on ~~that~~our abusiness, ~~material~~financial ~~misstatement~~condition and results of ~~the~~operations. ~~financial~~Conversely, ~~statements~~if ~~could~~we bedecide ~~caused,~~to orconvert atRMB ~~least~~into ~~not~~United beStates ~~detected~~dollars infor aother ~~timely~~business ~~manner,~~purposes byand the United States dollar appreciates against this ~~shortage~~currency, the United States dollar equivalent of ~~qualified~~the ~~resources~~RMB we convert would be reduced.

19THE RMB IS NOT A FREELY CONVERTIBLE CURRENCY, WHICH COULD LIMIT OUR ABILITY TO OBTAIN SUFFICIENT FOREIGN CURRENCY TO SUPPORT OUR BUSINESS OPERATIONS IN THE FUTURE.

InWe ~~light~~receive all of ~~this~~our ~~conclusion~~revenues ~~and~~in asPRC ~~part~~in ofRMB. The PRC government imposes controls on the ~~preparation~~convertibility of ~~this~~RMB ~~report~~into foreign currencies and, wein ~~have~~certain ~~applied~~cases, ~~compensating~~the ~~procedures~~remittance ~~and~~of ~~processes~~currency asout ~~necessary~~of tothe ~~ensure~~PRC. Shortages in the ~~reliability~~availability of foreign currency may restrict our ~~financial~~ability ~~reporting.~~to ~~Accordingly,~~remit ~~management~~sufficient ~~believes,~~foreign ~~based~~currency onto ~~its~~pay ~~knowledge~~dividends, ~~that~~or ~~(1)~~otherwise ~~this~~satisfy ~~report~~foreign ~~does~~currency ~~not~~denominated ~~contain~~obligations. ~~any~~Under ~~untrue~~existing ~~statement~~PRC offoreign aexchange ~~material~~regulations, ~~fact~~payments orof ~~omit~~current toaccount ~~state~~items, aincluding ~~material~~profit ~~face~~distributions, ~~necessary~~interest topayments ~~make~~and expenditures from the ~~statements~~transaction, can be made ~~not~~in ~~misleading~~foreign ~~with~~currencies ~~respect~~without toprior ~~the~~approval ~~period~~from ~~covered~~SAFE by ~~this~~complying ~~report,~~with ~~and~~certain ~~(2)~~procedural ~~the~~requirements. ~~financial statements~~However, ~~and~~approval ~~other~~from ~~financial~~appropriate ~~information~~governmental ~~included~~authorities inis ~~this~~required ~~report,~~where ~~fairly~~RMB ~~present~~are into ~~all~~be ~~material~~converted ~~respects~~into ~~our~~foreign ~~financial~~currency ~~condition,~~and ~~results~~remitted out of ~~operations~~the ~~and~~PRC ~~cash~~to ~~flows~~pay ~~for~~capital expenses, such as the ~~periods~~repayment ~~then~~of ~~ended~~bank loans denominated in foreign currencies.

~~This~~The ~~report~~PRC ~~does~~government ~~not~~could ~~include~~restrict anaccess ~~attestation~~in ~~report~~the offuture ~~our~~to ~~registered~~foreign ~~public~~currencies ~~accounting~~for ~~firm~~current ~~regarding~~account ~~internal control over financial reporting~~transactions. ~~Management’s~~If ~~report~~the ~~was~~foreign ~~not~~exchange ~~subject~~control tosystem ~~attestation~~prevents byus ~~our~~from ~~registered~~obtaining ~~public~~sufficient ~~accounting~~foreign ~~firm~~currency ~~pursuant~~ to ~~the~~satisfy ~~rules~~our ofcurrency ~~the~~demands, ~~SEC~~we ~~that~~may ~~permit~~not usbe able to ~~provide~~pay ~~only~~certain ~~management’s~~expenses ~~report~~as inthey ~~this~~come ~~report~~due.

~~Changes~~YOU inMAY ~~internal~~EXPERIENCE ~~control~~DIFFICULTIES ~~over~~IN ~~financial~~EFFECTING ~~reporting~~SERVICE OF LEGAL PROCESS, ENFORCING FOREIGN JUDGMENTS OR BRINGING ORIGINAL ACTIONS IN CHINA BASED ON UNITED STATES OR OTHER FOREIGN LAWS AGAINST US.

~~There~~We ~~were~~conduct noour ~~significant~~operations ~~changes~~in China and some of our assets are located in China. In addition, some of our ~~internal~~directors ~~control~~and ~~over~~executive ~~financial~~officers ~~reporting~~reside ~~during~~within China. As a result, it may not be possible to effect service of process within the ~~fourth~~United ~~quarter~~States ~~ended December~~or 31elsewhere outside China upon such directors or executive officers, ~~2013~~including with respect to matters arising under U.S. federal securities laws or applicable state securities laws. Moreover, our Chinese counsel has advised us that China does not have ~~materially~~treaties ~~affected~~with the U.S. and many other countries that provide for the reciprocal recognition and enforcement of judgment of courts. As a result, recognition and enforcement in China of judgments of a court of the U.S. or ~~are~~any ~~reasonably~~other ~~likely~~jurisdiction toin ~~materially~~relation ~~affect,~~to ~~our~~any ~~internal~~matter ~~control~~may ~~over~~be ~~financial~~difficult ~~reporting~~or impossible.

~~AUDIT COMMITTEE~~20

~~Our~~WE ~~board~~ARE ofSUBJECT ~~directors~~TO ~~has~~THE ~~not~~UNITED ~~established~~STATES anFOREIGN ~~audit~~CORRUPT ~~committee.~~PRACTICES ~~The respective role of an audit committee has been conducted by our board of directors~~ACT. We intend to establish an audit committee. When established, the audit committee's primary function will be to provide advice with respect to our financial matters and to assist our board of directors in fulfilling its oversight responsibilities regarding finance, accounting, and legal compliance. The audit committee's primary duties and responsibilities will be to: (i) serve as an independent and objective party to monitor our financial reporting process and internal control system; (ii) review and appraise the audit efforts of our independent accountants; (iii) evaluate our quarterly financial performance as well as its compliance with laws and regulations; (iv) oversee management's establishment and enforcement of financial policies and business practices; and (v) provide an open avenue of communication among the independent accountants, management and our Board of Directors.

~~ITEM~~We 9Bare required to comply with the United States Foreign Corrupt Practices Act, which generally prohibits United States companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. ~~OTHER~~In ~~INFORMATION~~addition, we are required to maintain records that accurately and fairly represent our transactions and have an adequate system of internal accounting controls. Foreign companies, including some that may compete with us, are not subject to these prohibitions, and therefore may have a competitive advantage over us. Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices occur from time-to-time in the PRC, particularly in our industry since it deals with contracts from the Chinese Government, and our executive officers and employees have not been subject to the United States Foreign Corrupt Practices Act prior to the completion of the Share Exchange. 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. We can make no assurance 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 and other consequences that may have a material adverse effect on our business, financial condition and results of operations.

~~None.~~RISKS RELATED TO OWNERSHIP OF OUR COMMON STOCK

20FUTURE SALES OF OUR COMMON STOCK IN THE PUBLIC MARKET COULD LOWER THE PRICE OF OUR COMMON STOCK AND IMPAIR OUR ABILITY TO RAISE FUNDS IN FUTURE SECURITIES OFFERINGS.

~~PART~~Future ~~III~~ sales of a substantial number of shares of our common stock in the public market, or the perception that such sales may occur, could adversely affect the then prevailing market price of our common stock and could make it more difficult for us to raise funds in the future through a public offering of our securities. We have financed our operations primarily through loans from related parties and cash flow from our new operations. It is possible that during the next twelve months we may seek to to finance the growth of our operations through sales of stock and/or issuance of convertible promissory notes.

~~ITEM~~OUR ~~10.~~COMMON ~~DIRECTORS,~~STOCK ~~EXECUTIVE~~IS ~~OFFICERS~~QUOTED ON THE OTC MARKET PINK SHEETS WHICH MAY HAVE AN UNFORAVABLE IMPACT ON OUR STOCK PRICE AND ~~CORPORATE~~LIQUIDITY. ~~GOVERNANCE~~

~~All~~Our ~~directors~~common ofstock ~~our~~is ~~Company~~quoted ~~hold~~on ~~office~~the ~~until~~OTCQB, ~~the~~which ~~next~~is ~~annual~~a ~~meeting~~significantly ofmore ~~the~~limited ~~security~~trading ~~holders~~market orthan ~~until~~the ~~their~~NYSE ~~successors~~MKT ~~have~~or ~~been~~The ~~elected~~NASDAQ ~~and~~Stock ~~qualified~~Market. The ~~officers~~quotation of our ~~Company~~shares ~~are~~on ~~appointed~~the byOTCQB ~~our~~may ~~board~~result ofin ~~directors~~a less liquid market available for existing and ~~hold~~potential ~~office~~stockholders ~~until~~to ~~their~~trade ~~death~~shares of our common stock, ~~resignation~~could ordepress ~~removal~~the ~~from~~trading ~~office.~~price ~~Our~~of ~~directors~~our common stock and ~~executive~~could ~~officers,~~have ~~their~~a ~~ages,~~long-term ~~positions~~adverse ~~held,~~impact ~~and~~on ~~duration~~our asability ~~such,~~to ~~are~~raise ascapital ~~follows:~~in the future.

Name		Position Held with our Company		Age		Date First Elected Or Appointed
Donald G. Bauer		President, Chairman, Chief Executive Officer, Chief Financial Officer and Director		65		December 8, 2008

THERE IS LIMITED LIQUIDITY ON THE OTC MARKET PINK SHEETS WHICH MAY RESULT IN STOCK PRICE VOLATILTY AND INACCURATE QUOTE INFORMATION.

~~BUSINESS~~When ~~EXPERIENCE~~fewer shares of a security are being traded on the OTCQB, volatility of prices may increase and price movement may outpace the ability to deliver accurate quote information. Due to lower trading volumes in shares of our common stock, there may be a lower likelihood of one’s orders for shares of our common stock being executed, and current prices may differ significantly from the price one was quoted at the time of one’s order entry.

The following is a brief account of the education and business experience of each director and executive officer during the past five years, indicating each person's principal occupation during the period, and the name and principal business of the organization by which he was employed.21

~~Donald~~OUR G.COMMON ~~Bauer.~~STOCK ~~Donald~~IS G.EXTREMELY ~~Bauer~~THINLY ~~is the founder of our company and is responsible for the development of our business. Additionally~~TRADED, ~~Mr.~~IF ~~Bauer~~AT ~~has contributed his time~~ALL, ~~effort,~~SO ~~and~~YOU ~~funds~~MAY toBE ~~our~~UNABLE ~~company,~~TO toSELL ~~enable~~AT ~~our~~OR ~~company~~NEAR toASKING ~~commence~~PRICES ~~operations.~~OR ~~During~~AT ~~the~~ALL ~~period~~IF ~~beginning~~YOU ~~September~~NEED ~~1994,~~TO ~~until~~SELL ~~April~~YOUR ~~2009,~~SHARES ~~Mr.~~TO ~~Bauer~~RAISE ~~was~~MONEY ~~the~~OR ~~President,~~OTHERWISE aLIQUIDATE ~~director,~~YOUR and a shareholder of Secure Luggage Systems Inc, an Alberta corporation, which specialized in designing and manufacturing technology that would secure and protect assorted luggage with a strap and wrap processSHARES. At various times during that period that Mr. Bauer was the President of Secure Luggage Systems Inc., an Alberta corporation, that corporation had as many as 2 to 3 employees; provided, however, at certain times during that period that corporation had no employees. The number of persons employed by Secure Luggage Systems Inc., an Alberta corporation, was determined by the operations of that corporation and the need and ability to pay for employees. Additionally, during that period, that corporation retained the services of independent contractors to perform various services for that corporation, as Mr. Bauer determined that it was in the best interest of that corporation that independent contractors, rather than employees, be utilized for those services. At various times during that period, Secure Luggage Systems Inc., an Alberta corporation, had annual sales equal to approximately $25,000 to $50,000; provided, however, during those years, that corporation had no revenue.

~~Mr. Bauer~~Currently, ~~while~~our common stock is quoted in the ~~President,~~OTC aPink ~~director~~Sheets and ~~the~~future ~~majority~~trading ~~shareholder~~volume ofmay ~~Secure~~be ~~Luggage~~limited ~~Systems~~by ~~Inc.,~~the anfact ~~Alberta~~that ~~corporation,~~many ~~developed~~major ainstitutional ~~strap~~investment ~~and~~funds, ~~wrap~~including ~~process~~mutual tofunds, ~~secure~~as ~~and~~well ~~protect~~as individual ~~packages~~investors ~~and~~follow ~~pieces~~a policy of ~~luggage.~~not ~~The~~investing ~~strap~~in ~~and~~OTC ~~wrap~~Pink ~~process~~Sheets isand acertain ~~combination~~major ofbrokerage ~~two~~firms ~~processes;~~restrict ~~first,~~their ~~one~~brokers orfrom ~~more~~recommending ~~straps~~OTC isPink ~~wrapped~~Sheets ~~around~~stocks ~~the~~because ~~circumference~~they ofare ~~the~~considered ~~luggage~~speculative, volatile and, ~~second,~~thinly ~~shrink~~traded. toThe ~~fit~~OTC ~~plastic~~Pink ~~film~~Sheets market is ~~wrapped~~an ~~around~~inter-dealer ~~that~~market ~~luggage.~~much ~~While~~less ~~with~~regulated ~~Secure~~than ~~Luggage~~the ~~Systems,~~major ~~Inc.,~~exchanges anand ~~Alberta~~our ~~corporation,~~common ~~Mr.~~stock ~~Bauer~~is ~~worked~~subject ~~with~~to ~~various personnel~~abuses, ~~consultants~~volatility and shorting. Thus, ~~service~~there ~~technicians~~is currently no broadly followed and ~~manufacturers~~established totrading ~~develop~~market ~~various~~for ~~mechanical~~our ~~components~~common ~~into~~stock. aAn ~~system~~established ~~and~~trading ~~create~~market ~~the~~may ~~programming~~never ~~necessary~~develop toor ~~operate~~be ~~that~~maintained. ~~system~~Active trading markets generally result in anlower price volatility and more efficient ~~manner.~~execution ~~The~~of ~~system~~buy ~~was~~and ~~designed~~sell toorders. ~~incorporate~~Absence ~~various~~of ~~technologies,~~an ~~including~~active ~~weighing~~trading ~~and~~market ~~measuring~~reduces ~~each~~the ~~piece~~liquidity of ~~luggage~~the orshares ~~package~~traded ~~processed.~~there

~~Mr.~~BECAUSE ~~Bauer~~WE ~~spent~~DO ~~the~~NOT ~~majority~~INTEND ofTO ~~his~~PAY ~~first~~DIVIDENDS, 25STOCKHOLDERS ~~years~~WILL inBENEFIT ~~business~~FROM asAN ~~owner~~INVESTMENT ~~operator~~IN ofOUR aCOMMON ~~number~~STOCK ofONLY ~~companies~~IF inIT ~~the~~APPRECIATES ~~domestic~~IN ~~and international oil field service sector~~VALUE. Mr. Bauer has been involved as a founding member of the Petroleum Service Association of Canada and a founding member of the Alberta Manufacturer’s Association, now the Canadian Manufacturer’s Association.

21We have never declared or paid any cash dividends on common stock. For the foreseeable future, it is expected that earnings, if any, generated from our operations will be used to finance the growth of our business, and that no dividends will be paid to holders of our common stock. As a result, the success of an investment in our common stock will depend upon any future appreciation in its value. There is no guarantee that our common stock will appreciate in value.

~~INVOLVEMENT~~CERTAIN PROVISIONS OF OUR CERTIFICATE OF INCORPORATION AND BYLAWS AND DELAWARE LAW MAKE IT MORE DIFFICULT FOR A THIRD PARTY TO ACQUIRE US AND MAKE A TAKEOVER MORE DIFFICULT TO COMPLETE, EVEN IF SUCH A TRANSACTION WERE IN ~~CERTAIN~~THE ~~LEGALPROCEEDINGS~~STOCKHOLDERS' INTEREST.

~~None~~Our Certificate of ~~our~~Incorporation ~~directors,~~and ~~executive~~Bylaws ~~officers,~~and ~~promoters~~certain provisions of Delaware State law could have the effect of making it more difficult or more expensive for a third party to acquire, or from discouraging a third party from attempting to acquire, control ~~persons~~of ~~has~~the ~~been~~Company, ~~involved~~even when these attempts may be in ~~any~~the best interests of ~~the~~our ~~following~~stockholders. ~~events~~These ~~during~~provisions may have the ~~past~~effect ~~five~~of ~~years:~~delaying, deferring or preventing a change in our control.

1.COMPLIANCE AWITH ~~petition~~THE ~~under~~REPORTING ~~the~~REQUIREMENTS ~~Federal~~OF ~~bankruptcy~~FEDERAL ~~laws~~SECURITIES orLAWS ~~any~~CAN ~~state~~BE ~~insolvency~~EXPENSIVE. law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

2.We ~~Such~~are ~~person~~subject ~~was~~to ~~convicted~~the ininformation aand ~~criminal~~reporting ~~proceeding~~requirements orof isthe aExchange ~~named~~Act ~~subject~~and other federal securities laws, and the compliance obligations of athe ~~pending~~Sarbanes-Oxley ~~criminal~~Act. The ~~proceeding~~costs ~~(excluding~~of ~~traffic~~preparing ~~violations~~and filing annual and quarterly reports and other ~~minor~~information ~~offenses);~~with the SEC and furnishing audited reports to stockholders are substantial. In addition, we will incur substantial expenses in connection with the preparation of registration statements and related documents with respect to the registration of resale of the Common Stock.

3.APPLICABLE ~~Such~~REGULATORY ~~person~~REQUIREMENTS, ~~was~~INCLUDING ~~the~~THOSE ~~subject~~CONTAINED ofIN ~~any~~AND ~~order,~~ISSUED ~~judgment,~~UNDER orTHE ~~decree~~SARBANES-OXLEY ACT, ~~not~~MAKE ~~subsequently~~IT ~~reversed,~~DIFFICULT ~~suspended~~FOR orUS ~~vacated,~~TO ofRETAIN ~~any~~OR ~~court~~ATTRACT ofQUALIFIED ~~competent~~OFFICERS ~~jurisdiction~~AND DIRECTORS, ~~permanently~~WHICH orCOULD ~~temporarily~~ADVERSELY ~~enjoining~~AFFECT ~~him~~THE ~~from,~~MANAGEMENT orOF ~~otherwise~~OUR ~~limiting,~~BUSINESS ~~the~~AND ~~following~~OUR ~~activities:~~ABILITY TO RETAIN A LISTING OF OUR COMMON STOCK.

i.We ~~Acting~~may asbe aunable ~~futures~~to ~~commission~~attract ~~merchant,~~and ~~introducing~~retain ~~broker,~~those ~~commodity~~qualified ~~trading advisor~~officers, ~~commodity~~directors ~~pool~~and ~~operator,~~members ~~floor~~of ~~broker,~~board ~~leverage~~committees ~~transaction~~required ~~merchant,~~to ~~any~~provide ~~other~~for ~~person~~effective ~~regulated~~management bybecause ~~the Commodity Futures Trading Commission, or an associated person~~ of ~~any~~the ofrules ~~the~~and ~~foregoing,~~regulations orthat asgovern anpublicly ~~investment~~held ~~adviser~~companies, ~~underwriter~~including, ~~broker~~but ornot ~~dealer~~limited ~~in securities~~to, orcertifications asrequired anby ~~affiliated~~principal ~~person,~~executive ~~director~~officers. orThe ~~employee~~enactment of ~~any~~the ~~investment~~Sarbanes-Oxley ~~company,~~Act ~~bank,~~has ~~savings~~resulted ~~and~~in ~~loan~~the ~~association~~issuance orof ~~insurance~~a ~~company,~~series orof ~~engaging~~related inrules orand ~~continuing~~regulations ~~any~~and ~~conduct~~the orstrengthening ~~practice~~of inexisting ~~connection~~rules ~~with~~and ~~such~~regulations ~~activity~~by ~~ii.~~the ~~Engaging~~SEC, inas ~~any~~well ~~type~~as ofthe ~~business~~adoption ~~practice;~~of ornew ~~iii.~~and ~~Engaging~~more instringent ~~any~~rules ~~activity~~by ~~in connection with~~ the ~~purchase~~stock orexchanges. ~~sale~~The ofperceived ~~any~~increased ~~security~~personal orrisk ~~commodity~~associated orwith inthese ~~connection~~changes ~~with~~may ~~any~~deter ~~violation~~qualified ofindividuals ~~Federal~~from oraccepting ~~State~~roles ~~securities~~as ~~laws~~directors orand ~~Federal~~executive ~~commodities laws;~~officers.

4. Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;22

5.Further, ~~Such~~some ~~person~~of ~~was~~these ~~found~~changes byheighten athe ~~court~~requirements offor ~~competent~~board ~~jurisdiction~~or incommittee amembership, ~~civil~~particularly ~~action~~with orrespect byto an individual’s independence from the ~~Commission~~corporation toand ~~have~~level ~~violated~~of ~~any~~experience ~~Federal~~in orfinance ~~State~~and ~~securities~~accounting ~~law,~~matters. We may have difficulty attracting and retaining directors with the ~~judgment~~requisite inqualifications. ~~such~~If ~~civil~~we ~~action~~are orunable ~~finding~~to byattract and retain qualified officers and directors, the ~~Commission~~management ~~has~~of ~~not~~our ~~been~~business ~~subsequently~~and ~~reversed,~~our ~~suspended,~~ability to obtain or ~~vacated;~~retain listing of our shares of Common Stock on any stock exchange (assuming we elect to seek and are successful in obtaining such listing) could be adversely affected.

6.IF ~~Such~~WE ~~person~~FAIL ~~was~~TO ~~found~~MAINTAIN byAN aEFFECTIVE ~~court~~SYSTEM ofOF ~~competent~~INTERNAL ~~jurisdiction~~CONTROLS, inWE aMAY ~~civil~~NOT ~~action~~BE orABLE byTO ~~the~~ACCURATELY ~~Commodity~~REPORT ~~Futures~~OUR ~~Trading~~FINANCIAL ~~Commission~~RESULTS toOR ~~have~~DETECT ~~violated~~FRAUD. ~~any~~INVESTORS ~~Federal~~COULD ~~commodities~~LOSE ~~law,~~CONFIDENCE ~~and~~IN ~~the~~OUR ~~judgment~~FINANCIAL inREPORTING ~~such~~AND ~~civil~~THIS ~~action~~MAY orDECREASE ~~finding~~THE byTRADING ~~the~~PRICE ~~Commodity~~OF ~~Futures~~OUR ~~Trading~~COMMON ~~Commission~~STOCK. ~~has not been subsequently reversed, suspended or vacated;~~

22We must maintain effective internal controls to provide reliable financial reports and detect fraud. We have been assessing our internal controls to identify areas that need improvement. Failure to maintain an effective system of internal controls could harm our operating results and cause investors to lose confidence in our reported financial information. Any such loss of confidence would have a negative effect on the trading price of our common stock.

7.THERE ~~Such~~IS ~~person~~NO ~~was~~SIGNIFICANT ~~the~~ACTIVE ~~subject~~TRADING ~~of,~~MARKET orFOR aOUR ~~party to~~SHARES, ~~any~~AND ~~Federal~~IF orAN ~~State~~ACTIVE ~~judicial~~TRADING orMARKET ~~administrative~~DOES ~~order,~~NOT ~~judgment~~DEVELOP, ~~decree,~~PURCHASERS orOF ~~finding,~~OUR ~~not~~SHARES ~~subsequently~~MAY ~~reversed,~~BE ~~suspended~~UNABLE orTO ~~vacated,~~SELL ~~relating~~THEM ~~to an alleged violation of:~~PUBLICLY.

i.There ~~Any~~is ~~Federal~~no orsignificant ~~State~~active ~~securities~~trading ormarket ~~commodities~~for ~~law~~our orshares, ~~regulation;~~and orwe ~~ii.~~do ~~Any~~not ~~law~~know orif ~~regulation~~an ~~respecting~~active ~~financial~~trading ~~institutions~~market orwill ~~insurance~~develop. ~~companies~~An ~~including,~~active ~~but~~market will not ~~limited~~develop ~~to,~~unless abroker-dealers ~~temporary~~develop orinterest ~~permanent~~in ~~injunction~~trading our shares, ~~order~~and ofwe ~~disgorgement~~may orbe ~~restitution,~~unable ~~civil~~to ~~money~~generate ~~penalty~~interest orin ~~temporary~~our orshares ~~permanent~~among ~~cease~~broker-~~and-desist~~dealers ~~order,~~until orwe ~~removal~~generate ormeaningful ~~prohibition~~revenues ~~order;~~and orprofits ~~iii~~from operations. ~~Any~~Until ~~law~~that ortime ~~regulation~~occurs, ~~prohibiting~~if ~~mail~~it ordoes ~~wire~~at ~~fraud~~all, orpurchasers ~~fraud~~of inour ~~connection~~shares ~~with~~may ~~any~~be ~~business~~unable ~~entity;~~to orsell them publicly. In the absence of an active trading market:

8.· ~~Such~~Investors ~~person~~may ~~was~~have ~~the~~difficulty ~~subject~~buying ~~of,~~and orselling aour ~~party~~shares ~~to, any sanction~~ or ~~order,~~obtaining ~~not~~market ~~subsequently~~quotations; ~~reversed,~~· ~~suspended~~Market orvisibility ~~vacated,~~for ofour ~~any~~common ~~self-regulatory~~stock ~~organization~~may ~~(as~~be ~~defined~~limited; inand ~~Section~~· ~~3(a)(26)~~A lack of ~~the~~visibility ~~Exchange~~for ~~Act~~our ~~(15~~common ~~U.S.C.~~stock ~~78c(a)(26),~~may ~~any~~depress ~~registered entity (as defined in Section 1(a)(29) of~~ the ~~Commodity~~market ~~Exchange~~price ~~Act~~for (7our Ushares.~~S.C. 1(a)(29), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.~~

~~Compliance~~Moreover, ~~with~~the ~~Section~~market 16price for our shares is likely to be highly volatile and subject to wide fluctuations in response to various factors, including the following: (ai) actual or anticipated fluctuations in our quarterly operating results and revisions to our expected results; (ii) changes in financial estimates by securities research analysts; (iii) conditions in the market for our products; (iv) changes in the economic performance or market valuations of companies specializing in the ~~Securities~~defense ~~Exchange~~industries; ~~Act~~(v) announcements by us or our competitors of ~~1934~~new services, strategic relationships, joint ventures or capital commitments; (vi) addition or departure of key personnel; (vii) litigation related to any intellectual property; and (viii) sales or perceived potential sales of our shares.

~~Section~~In ~~16(a)~~addition, of the ~~Securities~~securities ~~Exchange~~market ~~Act~~has offrom ~~1934~~time ~~requires~~to ~~our~~time, ~~executive officers~~ and ~~directors~~to ~~and~~an ~~persons~~even ~~who~~greater ~~own~~degree ~~more~~since ~~than~~the ~~10%~~last quarter of ~~our~~2007, ~~common~~experienced ~~stock~~significant toprice ~~file~~and ~~with~~volume ~~the~~fluctuations ~~Securities~~that ~~and~~are ~~Exchange~~not ~~Commission~~related ~~initial~~to ~~statements~~the operating performance of ~~beneficial~~particular ~~ownership,~~companies. ~~reports~~These ofmarket ~~changes~~fluctuations inmay ~~ownership~~also ~~and~~have ~~annual~~a ~~reports~~material ~~concerning~~adverse ~~their~~effect ~~ownership~~on ofthe ~~our~~market ~~common~~price ~~stock~~of ~~and~~our ~~other~~ordinary ~~equity~~shares. ~~securities~~Furthermore, onin ~~Forms~~the 3past, 4following ~~and~~periods 5of ~~respectively.~~volatility ~~Executive~~in ~~officers,~~the ~~directors~~market ~~and~~price ~~greater~~of ~~than~~a ~~10%~~public company’s securities, shareholders ~~are~~have ~~required~~frequently byinstituted ~~the~~securities ~~SEC~~class ~~regulations~~action tolitigation ~~furnish~~against usthat ~~with~~company. ~~copies~~Litigation of ~~all~~this ~~Section~~kind ~~16(~~could result in substantial costs and a) ~~reports~~diversion ~~that~~of ~~they~~our ~~file~~management’s attention and resources.

Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended December 31, 2013, all filing requirements applicable to our officers, directors and greater than 10% percent beneficial owners were complied with.23

~~Board~~THE ~~and~~PRICE ~~Committee~~OF ~~Meetings~~OUR COMMON STOCK MAY BE VOLATILE, WHICH COULD LEAD TO LOSSES BY INFVESTORS AND COSTLY SECURITIES LITIGATION.

~~Our~~The ~~board~~trading ofprice ~~directors held no formal meetings during the year ended December 31, 2013. All proceedings~~ of ~~the~~our ~~board~~common ofstock ~~directors~~may ~~were conducted by resolutions consented to~~ in ~~writing~~the byfuture ~~all~~be ~~the~~highly ~~directors~~volatile and ~~filed~~could ~~with~~fluctuate ~~the minutes of the proceedings of the directors. Such resolutions consented to~~ in ~~writing~~response ~~by the directors entitled~~ to ~~vote~~factors onsuch ~~that resolution at a meeting of the directors are, according to Delaware General Corporate Law and our Bylaws,~~ as ~~valid and effective as if they had been passed at a meeting of the directors duly called and held.~~:

~~Nomination~~· ~~Process~~actual or anticipated variations in our operating results; · announcements of developments by us or our competitors; · changes in the industries in which we operate; · regulatory actions regarding our products; · announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments; · adoption of new accounting standards affecting the industries in which we operate; · additions or departures of key personnel; · introduction of new products by us or our competitors; · sales of the our common stock or other securities in the open market; and · other events or factors, many of which are beyond our control.

AsThe ofstock ~~December~~market ~~31,~~is ~~2013,~~subject ~~we did not effect any material changes~~ to ~~the~~significant ~~procedures~~price byand ~~which~~volume ~~our shareholders may recommend nominees to our board of directors~~fluctuations. ~~Our~~In ~~board of directors does not have a policy with regards to~~ the ~~consideration~~past, offollowing ~~any~~periods ~~director candidates recommended by our shareholders. Our board~~ of ~~directors~~volatility ~~has determined that it is~~ in the ~~best~~market ~~position~~price toof ~~evaluate~~a ~~our Company~~company’s ~~requirements~~securities, assecurities ~~well~~class asaction ~~the~~litigation ~~qualifications~~has ofoften ~~each~~been ~~candidate~~initiated ~~when~~against ~~the~~such ~~board considers~~ a ~~nominee for a position on our board of directors~~company. IfLitigation ~~shareholders~~initiated ~~wish~~against tous, ~~recommend~~whether ~~candidates~~or ~~directly~~not ~~to our board~~successful, ~~they~~could ~~may~~result doin sosubstantial bycosts ~~sending~~and ~~communications~~diversion toof ~~the~~our ~~president~~management’s ofattention ~~our~~and Company atresources, ~~the~~which ~~address~~could onharm ~~the~~our ~~cover~~business ofand ~~this~~financial ~~annual report~~condition.

23OUR COMMON STOCK IS CONSIDERED TO BE "PENNY STOCK."

~~Audit~~Our ~~Committee~~common ~~and~~stock ~~Audit~~is ~~Committee~~considered ~~Financial~~to ~~Expert~~be a "penny stock" because it meets one or more of the definitions in Rules 15g-2 through 15g-6 promulgated under Section 15(g) of the Securities Exchange Act of 1934, as amended. These include but are not limited to, the following: (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 Stock Market, or even if quoted, has a price less than $5.00 per share; or (iv) is issued by a company with net tangible assets less than $2.0 million, if in business more than a continuous three years, or with average revenues of less than $6.0 million for the past three years. The principal result or effect of being designated a "penny stock" is that securities broker-dealers cannot recommend the stock but must trade it on an unsolicited basis.

~~Our~~The ~~board~~SEC ~~of directors~~ has ~~determined~~adopted rules that itregulate ~~does~~broker-dealer ~~not~~practices ~~have~~in connection with transactions in "penny stocks." Penny stocks generally are equity securities with a ~~member~~price of ~~its~~less ~~audit~~than ~~committee~~$5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that ~~qualifies~~current asprice anand ~~"audit~~volume ~~committee~~information ~~financial~~with ~~expert"~~respect asto ~~defined~~transactions in ~~Item~~such ~~407(d~~securities is provided by the exchange or system)~~(5)(ii)~~. ofPenny ~~Regulation~~stock Srules require a broker-Kdealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC, which specifies information about penny stocks and isthe ~~"independent"~~nature asand significance of risks of the ~~term~~penny isstock ~~used~~market. A broker-dealer must also provide the customer with bid and offer quotations for the penny stock, the compensation of the broker-dealer, and sales person in ~~Item~~the ~~7(d)(3)(iv)~~transaction, and monthly account statements indicating the market value of ~~Schedule~~each ~~14A~~penny ~~under~~stock held in the ~~Securities~~customer's ~~Exchange~~account. ~~Act~~In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of ~~1934~~reducing the trading activity in the secondary market for stock that becomes subject to those penny stock rules. If a trading market for our common stock develops, asour ~~amended~~common stock will probably become subject to the penny stock rules, and shareholders may have difficulty in selling their shares.

We believe that the members of our board of directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes the functions of such committees can be adequately performed by our board of directors.24

~~Code~~BROKER-DEALER ofREQUIREMENTS ~~Ethics~~MAY AFFECT TRADING AND LIQUIDITY.

WeSection ~~have~~15(g) ~~not~~of ~~adopted~~the Securities Exchange Act of 1934, as amended, and Rule 15g-2 promulgated thereunder by the SEC require broker-dealers dealing in penny stocks to provide potential investors with a ~~code~~document disclosing the risks of ~~ethics~~penny stocks and to obtain a manually signed and dated written recSOPt of the document before effecting any transaction in a penny stock for the investor's account. Potential investors in our ~~principal~~common ~~executive~~stock are urged to obtain and ~~financial~~read ~~officers~~such disclosure carefully before purchasing any shares that are deemed to be "penny stocks." Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the account of any investor for ~~2013~~transactions in such stocks before selling any penny stock to that investor. ~~Our~~This ~~management~~procedure ~~intends~~requires the broker-dealer to ~~promote~~(i) ~~honest~~obtain ~~and~~from ~~ethical~~the ~~conduct~~investor information concerning his or her financial situation, ~~full~~investment experience and ~~fair~~investment ~~disclosure~~objectives; (ii) reasonably determine, based on that information, that transactions in ~~our~~penny ~~reports~~stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the ~~SEC~~risks 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 ~~compliance~~investment objectives. Compliance with ~~applicable~~these ~~governmental~~requirements ~~laws~~may ~~and~~make ~~regulations~~it more difficult for holders of our common stock to resell their shares to third parties or to otherwise dispose of them in the market or otherwise.

~~Committees~~WE HAVE NOT PAID, AND DO NOT INTEND TO PAY, CASH DIVIDENDS IN THE FORESEEABLE FUTURE.

We have not paid any cash dividends on our common stock and do not ~~have~~intend ato ~~standing~~pay ~~nominating~~cash ~~committee~~dividends ~~for~~in ~~directors~~the foreseeable future. We intend to retain future earnings, ~~nor~~if doany, wefor ~~have~~reinvestment anin ~~audit~~the ~~committee~~development ~~with~~and anexpansion ~~audit~~of ~~committee~~our ~~financial~~business. ~~expert~~Dividend ~~serving~~payments onin ~~that~~the ~~committee~~future may also be limited by other loan agreements or covenants contained in other securities which we may issue. ~~Our~~Any ~~entire~~future determination to pay cash dividends will be at the discretion of our board of directors ~~acts~~and asdepend on our ~~nominating~~financial condition, results of operations, capital and ~~audit~~legal ~~committee~~requirements and such other factors as our board of directors deems relevant.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

As of the date of this Annual Report, there are no unresolved SEC Staff comments.

ITEM 2. DESCRIPTION OF PROPERTY

Our President and member of the Board of DIrectors, Juan Gu, donates office space to us located at Yihao Ge 41E, Gangyi Haoting Yard, Chuanbu Road, Louhu District, Shenzhen City, Guandong Province, China. This location serves as our principal executive office.

ITEM 3. LEGAL PROCEEDINGS.

ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable.

PART II

MARKET INFORMATION

Our common stock is quoted on the OTC Markets Pink Sheets under the symbol "KDIC" and is traded over the counter. We commenced trading in approximately June 2011. Since we obtained our trading symbol, we do not have any active trading in our shares of common stock. The following table sets forth the high and low price information of the Company's common stock for the periods indicated, which is nil due to lack of trading

OTC Bulletin Board (1) (2)

	High		Low
FISCAL YEAR ENDED DECEMBER 31, 2014:
Fourth Quarter	$	0.00	$	0.00
Third Quarter	$	0.00	$	0.00
Second Quarter	$	0.00	$	0.00
First Quarter	$	0.00	$	0.00

FISCAL YEAR ENDED DECEMBER 31, 2013:
Fourth Quarter	$	0.50	$	0.50
Third Quarter	$	0.50	$	0.50
Second Quarter	$	0.50	$	0.50
First Quarter	$	0.50	$	0.50

(1)	Over-the-counter market quotations reflect inter-dealer prices without retail mark-up, mark-down or commission, and may not represent actual transactions.
(2)	Source: www.nasdaq.com

SHAREHOLDERS OF RECORD

As of May 26, 2015, there were approximately 69 holders of record of our common stock, not including holders who hold their shares in street name.

DIVIDENDS

We have never declared or paid a cash dividend. At this time, we do not anticipate paying dividends in the future. We are under no legal or contractual obligation to declare or to pay dividends, and the timing and amount of any future cash dividends and distributions is at the discretion of our Board of Directors and will depend, among other things, on our future after-tax earnings, operations, capital requirements, borrowing capacity, financial condition and general business conditions. We plan to retain any earnings for use in the operation of our business and to fund future growth. You should not purchase our Shares on the expectation of future dividends.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Equity Compensation Plan Information

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights			Weighted- average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders		10,000,000	(1)		-		10,000,000	(2)
Equity compensation plans not approved by security holders		-			-		-
Total		10,000,000			-		10,000,000

(1)	Represents shares reserved for the "Kun De International Holdings Inc. 2015 Flexible Stock Plan".
(2)	Represents shares reserved for the "Kun De International Holdings Inc. 2015 Flexible Stock Plan".

KUN DE INTERNATIONAL HOLDINGS INC. 2015 FLEXIBLE STOCK PLAN

The Kun De International Holdings Inc. 2015 Flexible Stock Plan (“SOP”) is intended to attract, motivate, and retain employees of the Company, consultants who provide significant services to us, and members of our Board of Directors who are not our employees. The SOP is designed to further our growth and financial success by aligning the interests of the participants, through the ownership of stock and through other incentives, with the interests of our stockholders.

Benefits under the SOP. As defined under the SOP, the Board may grant any one or a combination of Incentive Stock Options (within meaning of the Code), Non-Qualified Stock Options, Restricted Stock, as well as Performance Awards (collectively, “Awards”).

Administration of the SOP. The SOP will be administered by the Board of Directors. If it chooses, the Board may delegate its authority to a committee to be appointed by the Board (the “Committee”). Subject to certain limitations in the SOP, the Board establishes the terms and conditions of awards granted under the SOP, interprets the SOP and all awards under the SOP, and administers the SOP.

Eligible Participants under the SOP. Except for Incentive Stock Options which may only be granted to Employees of the Company, Awards under the SOP may be granted to employees, directors, and consultants (as such terms are defined in the SOP) who are designated by the Board.

Shares Available under the SOP. The aggregate number of shares of common stock that may be issued or transferred to grantees under the SOP shall not exceed 10,000,000 shares. If there is a stock split, stock dividend or other relevant change affecting our shares, appropriate adjustments will be made in the number of shares that may be issued or transferred in the future and in the number of shares and price of all outstanding Awards made before such event. If shares under an Award are not issued or transferred, those shares would again be available for inclusion in future Award grants.

Awards Under the SOP. The Board may grant options qualifying as incentive stock options under the Code and nonqualified stock options. The term of an option shall be fixed by the Board. In the case of death of the holder of the option or upon the termination, removal or resignation of the option holder for any reason other than for cause within one year of the occurrence of a change of control (as that term is defined in the SOP), an option may be extended for up to 12 months depending on the circumstances.

Restricted Stock. The Board may also award shares of Restricted Stock. The shares will be issued as restricted stock within the meaning of Rule 144 of the Securities Act of 1933, as amended. Such grant would set forth the terms and conditions of the award, including the imposition of a vesting schedule during which the grantee must remain in the employ of the Company in order to retain the shares under grant. If the grantee’s employment terminates during the period, the grant would terminate and the grantee would be required to return any unvested shares to the Company. However, the Board may provide complete or partial exceptions to this requirement as it deems equitable. Unless an Award specifically provides otherwise, any shares not otherwise vested shall vest upon the death, disability, termination, removal or resignation of the grantee for any reason other than for cause within one year of the occurrence of a Change of Control (as that term is defined in the 2010 SOP). The grantee cannot dispose of the shares prior to the expiration of forfeiture restrictions set forth in the grant. During this period, however, the grantee would be entitled to vote the shares and, at the discretion of the Board, receive dividends. Each certificate would bear a legend giving notice of the restrictions in the grant.

Performance Awards. The Board may grant Performance Units or Performance Shares in consideration of services performed or to be performed, under which payment may be made in shares of the Common Stock, a combination of shares and cash, or cash if the performance of the Company or any subsidiary or affiliate of the Company selected by the Board meets certain goals established by the Board during an award period. The Board would determine the goals, the length of an award period and the minimum performance required before a payment would be made. In order to receive payment, a grantee must remain in the employ of the Company until the completion of, and settlement under, the award period, except that the Board may provide complete or partial exceptions to that requirement as it deems equitable.

Other Stock or Performance-Based Awards. The Board also may grant shares of common stock or performance based Awards on the terms and conditions it determines in its discretion, as well as other rights not an Award otherwise described in the SOP but is denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, shares of common stock or cash as are deemed by the Board to be consistent with the purposes of the SOP. Such other stock or performance-based Awards may be in addition to, or in lieu of, cash or other compensation due the grantee.

S-8 REGISTRATION STATEMENT

On February 10, 2015, we filed a registration statement on Form S-8 registering 5,000,000 shares of common stock. As of the date of this Annual Report, no Stock Options have been granted.

RECENT SALES OF UNREGISTERED SECURITIES

During fiscal year ended December 31, 2014 and to current date, we issued an aggregate of 20,000,000 shares of unregistered common stock and 100 Series A preferred shares as follows.

Common Stock

On February 9, 2015, we authorized the issuance of an aggregate 20,000,000 shares of our restricted common stock to Kun De International Holdings Group, a corporation organized under the laws of the Cayman Islands ("Kun De") at a per share price of $1.00. The 20,000,000 shares were issued in a private transaction to a none-United States resident in reliance on Regulation S promulgated under the Securities Act. The shares of common stock have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. Kun De acknowledged that the securities to be issued have not been registered under the Securities Act, that it understood the economic risk of an investment in the securities, and that it had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to acquisition of the securities. See "Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters".

Preferred Stock

On January 22, 2015, we authorized the issuance of an aggregate 100 shares of our Series A preferred stock at a per share price of $1.00 to Kun De. The 100 shares were issued in a private transaction to one non-United States resident in reliance on Regulation S promulgated under the Securities Act. The shares of Series A preferred stock have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. Kun De acknowledged that the securities to be issued have not been registered under the Securities Act, that it understood the economic risk of an investment in the securities, and that it had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to acquisition of the securities. See "Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters".

ISSUER PURCHASE OF SECURITIES

None.

ITEM 6. SELECTED FINANCIAL DATA.

Not Applicable.

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

The following analysis of our consolidated financial condition and results of operations for the years ended December 31, 2014 and 2013 should be read in conjunction with the Financial Statements and other information presented elsewhere in this annual report.

OVERVIEW

Through Kun De, our business operations have changed to a global supply chain company. Our current business concept is built on the announcement of Chinese President Xi Jinping at the 2014 APEC leaders meeting that China would be fully implementing the global value chain in the Asia-Pacific region, increase spending on capital building and assist developing country members to better integrate into the regional economic integration development value chain in order to realize common development.

A value chain is a chain of activities that a firm operating in a specific industry performs in order to deliver a valuable product or service for the market. The idea of the value chain is based on the process view of organizations - the idea of seeing a manufacturing (or service) organization as a system made up of subsystems each with inputs, transformation processes and outputs. Inputs, transformation processes and outputs involve the acquisition and consumption of resources - money, labor, materials, equipment, buildings, land, administration and management. How value chain activities are carried out determines costs and affects profits. (Michael Porter, "Competitive Advantage: Creating and Sustaining Superior Performance"). According to the OECD Secretary-General, the emergence of global value chains in the late 1990s has provided a catalyst for accelerated change in the landscape of international investment and trade with major and far-reaching consequences on governments as well as enterprises. (Angel Gurria, "The Emergence of Global Value Chains: What Do They Mean for Business". November 5, 2012).

Management believes that we are the only Chinese company focusing on "N+N" global value chain research, practice and guidance. Management further believes that we have created the fastest and most convenient operating mode built on a closed-loop system that crosses production and finance functions thus creating a global value chain cluster listed platform. Management has applied the results of western research and development of value chain to domestic Chinese companies creating a business platform that assists in control and management of company structure, design, production, logistics, warehousing and distribution of both internal and external resources with minimum risk thus achieving a win-win status.

Our strategy for 2015 will be to market and extend our sales and service provisions relating to the global supply value chain services. In the short term, management plans to raise funds through sales of our common stock to provide working capital to finance several our operations and the integration of new technologies and businesses.. We also intend to continue to strengthen our balance sheet by paying off debt either through exchange of equity for cancellation of debt obligations or the payment of debt obligations with cash.

RESULTS OF OPERATIONS FOR FISCAL YEARS ENDED DECEMBER 31, 2014 AND DECEMBER 31, 2013

The following discussions are based on our financial statements. These charts and discussions summarize our financial statements for the years ended December 31, 2014 and 2013 and should be read in conjunction with the financial statements, and notes thereto, included with this Annual Report.

SUMMARY COMPARISON OF OPERATING RESULTS

	Years ended December 31,
	2014		2013
Revenues, net	$	-0-	$	-0-
Cost of sales		-0-		-0-
Gross profit (loss)		-0-		-0-
Total operating expenses		169,139		9,347
Loss from operations		(169,139)		(9,347)
Total other income (expense)		-0-		-0-
Net loss		(169,139)		(9,347)
Net loss per share	$	(0.00	$	(0.00

Fiscal Year Ended December 31, 2014 Compared to Fiscal Year Ended December 31, 2013.

Our net loss for fiscal year ended December 31, 2014 was ($169,139) compared to a net loss of ($9,347) during fiscal year ended December 31, 2013 (an increase in net loss of $159,792).

We did not generate any revenues during fiscal years ended December 31, 2014 or December 31, 2013.

During fiscal year ended December 31, 2014, we incurred operating expenses of $169,139 compared to $9,347 incurred during fiscal year ended December 31, 2013 (an increase of $159,792). These operating expenses incurred during fiscal year ended December 31, 2014 consisted of: (i) professional fees of $156,300 (2013: $1,839); and (ii) general and administrative of $12,839 (2014: $7,508).

During fiscal year ended December 31, 2014, our professional fees consisted of: (i) accounting fees of $25,920; (ii) global system software engineering fees of $nil ; (iii) legal fees of $10,500; (iv) consulting and other professional fees of $119,880; and (iv) management and operations of $12,839.

Operating expenses incurred during fiscal year ended December 31, 2014 compared to fiscal year ended December 31, 2013 increased primarily due to the increase in professional fees of $154,461 based on the increased scale and scope of our business operations involving the global value system.

Thus, our loss from operations during fiscal year ended December 31, 2014 was ($169,139) compared to a loss from operations of ($9,347) during fiscal year ended December 31, 2013.

During fiscal years ended December 31, 2014 and December 31, 2012, we did not realize any other expense or income.

Therefore, we realized a net loss of ($169,139) or ($0.00) for fiscal year ended December 31, 2014 compared to a net loss of ($9,347) or ($0.00) for fiscal year ended December 31, 2013. The weighted average number of shares outstanding was 20,707,000 for both fiscal years ended December 31, 2014 and December 31, 2013.

LIQUIDITY, CAPITAL RESOURCES AND GOING CONCERN

Fiscal Year Ended December 31, 2014

As of December 31, 2014, our current assets were $430 and our current liabilities were $252,503, which resulted in a working capital deficit of $252,073. As of December 31, 2014, current assets were comprised of $430 in cash. As of December 31, 2014, current liabilities were comprised of: (i) $85,028 in accounts payable and accrued expenses; (ii) $164,475 due to related parties; and (iii) $3,000 in convertible note- related party.

As of December 31, 2014, our total assets were $430 comprised of current assets. There was no increase or decrease in total assets during fiscal year ended December 31, 2014 from fiscal year ended December 31, 2013.

As of December 31, 2014, our total liabilities were $252,503 comprised of current liabilities. The increase in liabilities during fiscal year ended December 31, 2014 from fiscal year ended December 31, 2013 was primarily due to the increase in amounts due to related parties of $164,475.

Stockholders’ deficit increased from ($87,598) for fiscal year ended December 31, 2013 to ($252,073) for fiscal year ended December 31, 2014.

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For fiscal year ended December 31, 2014, net cash flows used in operating activities was $64,475 compared to $-0- for fiscal year ended December 31, 2013. Net cash flows used in operating activities consisted primarily of a net loss of $169,139 (2013: $9,347), which was partially adjusted by $4,664 (2013: $9,347) in forgiveness of shareholder loan.

Cash Flows from Investing Activities

For fiscal years ended December 31, 2014 and December 31, 2013, net cash flows used in investing activities was $-0-.

Cash Flows from Financing Activities

For fiscal years ended December 31, 2014 and December 31, 2013, net cash flows used in financing activities was $-0-.

PLAN OF OPERATION AND FUNDING

We have incurred losses for the past two fiscal years and had a net loss of $169,139 at fiscal year ended December 31, 2014. Our auditors have expressed substantial doubt that we can continue as a going concern. Management intends to finance our 2015 operations primarily with the potential revenue from sales of our global value chain system. Any cash short falls will be addressed through equity or debt financing, if available. Management expects revenues to commence in 2015 and hopefully to increase throughout 2015 but does not anticipate us reaching the point of profitability in the short term. We will need to continue to raise additional capital, both internally and externally, to cover cash shortfalls and to compete in our markets. At our current revenue levels management believes we will require an additional $1,200,000 in equity financing during the next 12 months to satisfy our cash requirements and to facilitate our business plan.

These operating costs include cost of sales, general and administrative expenses, salaries and benefits and professional fees related to contracting engineers. We have insufficient financing commitments in place to meet our expected cash requirements for 2015 and we cannot assure you that we will be able to obtain financing on favorable terms. If we cannot obtain financing to fund our operations in 2013, then we may be required to reduce our expenses and scale back our operations.

Going Concern

If the market price of our common stock falls below the fixed price of our registered stock offering, as in prior years we may again have insufficient financing commitments in place to meet our expected cash requirements for 2015. We cannot assure you that we will be able to obtain financing on favorable terms. If we cannot obtain financing to fund our operations in 2015, then we may be required to reduce our expenses and scale back our operations. These factors raise substantial doubt of our ability to continue as a going concern. Footnote 2 to our financial statements provides additional explanation of Management’s views on our status as a going concern. The audited financial statements contained in this Annual Report do not include any adjustments to reflect the possible future effects on the recoverability of assets or the amounts of liabilities that may result should we be unable to continue as a going concern.

Our independent registered accounting firm included an explanatory paragraph in their reports on the accompanying financial statements for December 31, 2014 regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

COMMITMENTS AND CONTINGENT LIABILITIES

During August 2014, we entered into an agreement for debt for $3,000, which can be converted into shares of our common stock at $0.001 per share or 3,000,000 shares. As there is no market for our shares of stock, the derivative calculation is not provided.

OFF BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

CONTRACTUAL OBLIGATIONS

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

CRITICAL ACCOUNTING POLICIES

Stock Based Compensation

We account for share-based compensation at fair value. Stock based compensation cost for stock options granted to employees, board members and service providers is determined at the grant date using an option pricing model that uses level 3unobservable inputs. The value of the award that is ultimately expected to vest is recognized as expensed on a straight-line basis over the requisite service period.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a “smaller reporting company”, the Company is not required to provide this information.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.


	KUN DE INTERNATIONAL HOLDINGS INC

	(A DEVELOPMENT STAGE COMPANY) FINANCIAL STATEMENTS (Audited) FOR THE YEARS ENDED DECEMBER 31, 2014 AND DECEMBER 31, 2013

KUN DE INTERNATIONAL HOLDINGS INC

(A DEVELOPMENT STAGE COMPANY)

TABLE OF CONTENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANT	F-2

BALANCE SHEETS		F-3

STATEMENTS OF OPERATIONS		F-4

STATEMENTS OF CASH FLOWS		F-5

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY		F-6

NOTES TO THE FINANCIAL STATEMENTS		F-7

F-1

KUN DE INTERNATIONAL HOLDINGS INC

(A DEVELOPMENT STAGE COMPANY)

Report of Independent Registered Public Accountant

To the Board of Directors

Kun De International Holdings Inc.

Yihao Ge 41E

Gangyi Haoting Yard, Chuanbu Road

Louhu District, Shenzhen City

Guandong Province, China

We have audited the accompanying balance sheets of Kun De International Holdings Inc. (“the Company”) as of December 31, 2014 and the related statements of income, changes in stockholders’ equity and cash flows for the year then ended. We relied on an audit previously performed by another auditor for the December 31, 2013 financial statement information. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements based on our audits.

We conducted our audit 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 consolidated 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 consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company, at December 31, 2014 and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

David L. Hillary, Jr., CPA, CITP

Noblesville, Indiana

May 15, 2015

F-2

KUN DE INTERNATIONAL HOLDINGS INC

(A DEVELOPMENT STAGE COMPANY)

Balance Sheets

(Audited)

	December 31, 2014			December 31, 2013
Assets
Current Assets
Cash	$	430		$	430
Total Current Assets	$	430		$	430
Total Assets	$	430		$	430

Liabilities
Current Liabilities
Accounts payable and accrued expenses	$	85,028		$	88,028
Due to related parties	$	164,475		$	-
Convertible note-related party	$	3,000		$	-
Total Current Liabilities	$	252,503		$	88,028
Total Liabilities	$	252,503		$	88,028

Stockholders' Deficit
Common stock, $0.001 par value, 100,000,000 shares authorized, 20,677,000 shares issued and outstanding, respectively	$	20,707		$	20,707
Preferred stock, $0.001 par value, 20,000,000 shares authorized, 0 shares issued and outstanding, respectively	$	-		$	-
Additional paid-in capital	$	991,903		$	987,239
Deficit accumulated during development stage	$	(1,264,683	)	$	(1,095,544	)
Total Stockholders' Deficit	$	(252,073	)	$	(87,598	)
Total Liabilities and Stockholders' Deficit	$	430		$	430

The accompanying notes are an integral part of these financial statements

F-3

KUN DE INTERNATIONAL HOLDINGS INC

(A DEVELOPMENT STAGE COMPANY)

Statements of Operations

(Audited)

	For the Years Ended
	December 31, 2014			December 31, 2013

Revenues	$	-		$	-
Cost of Sales	$	-		$	-
Gross Margin	$	-		$	-

Operating Expenses
Professional Fees	$	156,300		$	1,839
General & Administrative Expenses	$	12,839		$	7,508
Total Operating Expenses	$	169,139		$	9,347

Loss from operations	$	(169,139	)	$	(9,347	)

Net Loss before Income Taxes	$	(169,139	)	$	(9,347	)

Income Tax Benefit	$	-		$	-

Net Loss	$	(169,139	)	$	(9,347	)

Net Loss per Common Share - Basic and Diluted	$	(0.0082	)	$	(0.0005	)

Weighted Average Number of Common Shares Outstanding Basic and Diluted	$	20,707,000		$	20,707,000

The accompanying notes are an integral part of these financial statements

F-4

KUN DE INTERNATIONAL HOLDINGS INC

(A DEVELOPMENT STAGE COMPANY)

Statements of Cash Flows

(Audited)

	For the Years Ended
	December 31, 2014			December 31, 2013
Cash Flows from Operating Activities
Net Loss	$	(169,139	)	$	(9,347	)
Adjustment to reconcile net loss from operations:
Forgiveness of Shareholder Loan	$	4,664		$	9,347
Changes in Operating Assets and Liabilities
Due to related parties	$	164,475		$	-
Net Cash Used in Operating Activities	$	-		$	-

Cash Flows from Financing Activities
Net Cash Provided by Financing Activities	$	-		$	-

Cash Flows from Investing Activities
Net Cash Provided by Financing Activities	$	-		$	-

Net Increase (Decrease) in Cash	$	-		$	-
Cash at Beginning of Period	$	430		$	430
Cash at End of Period	$	430		$	430

The accompanying notes are an integral part of these financial statements

F-5

KUN DE INTERNATIONAL HOLDINGS INC

(A DEVELOPMENT STAGE COMPANY)

Statement of Changes In Stockholders’ Equity

From December 4, 2008 (Inception) to December 31, 2014

(Audited)

	Common Stock				Additional Paid-In		Subscriptions Payable						Common Stock			Accumulated Deficit During Development			Total Stockholders'
	Shares		Amount		Capital		Shares			Amount			Receivables			Stage			Deficit

Balance, December 4, 2008 (Inception)		-	$	-	$	-		-		$	-		$	-		$	-		$	-
Shares issued to founder's		1,000,000	$	1,000															$	1,000
Net (loss) for the period																$	(2,082	)	$	(2,082	)
Balance, December 31, 2008		1,000,000	$	1,000	$	-		-		$	-		$	-		$	(2,082	)	$	(1,082	)
Shares issued for services ($0.001 per share)		7,500,000	$	7,500															$	7,500
Shares issued for cash ($0.001 per share)		7,185,000	$	7,185															$	7,185
Shares issued for cash ($0.10 per share)		1,667,000	$	1,667	$	165,033		(56,000	)										$	166,700
Shares issued for services ($0.10 per share)		125,000	$	125	$	12,375													$	12,500
Net (loss) for the period																$	(149,674	)	$	(149,674	)
Balance, December 31, 2009		17,477,000	$	17,477	$	177,408		(56,000	)	$	-		$	-		$	(151,756	)	$	43,129
Shares to be issued										$	9,000								$	9,000
Share subscription received													$	231,000					$	231,000
Imputed interest					$	729													$	729
Net (loss) for the period																$	(217,859	)	$	(217,859	)
Balance, December 31, 2010		17,477,000	$	17,477	$	178,137		(56,000	)	$	9,000		$	231,000		$	(369,615	)	$	65,999
Shares issued for services ($0.20 per share)		120,000	$	120	$	23,880													$	24,000
Shares issued for subscriptions		1,200,000	$	1,200	$	238,800				$	(9,000	)	$	(231,000	)				$	-
Shares issued for license		1,175,000	$	1,175	$	233,825													$	235,000
Shares issued for cash		435,000	$	435	$	30,565		56,000											$	31,000
Shares issued for services		270,000	$	270	$	53,730													$	54,000
Shareholder Capital Contribution					$	201,628													$	201,628
Net (loss) for the period																$	(699,225	)	$	(699,225	)
Balance, December 31, 2011		20,677,000	$	20,677	$	960,565		-		$	-		$	-		$	(1,068,840	)	$	(87,598	)
Shares issued for services		30,000	$	30	$	5,970													$	6,000
Shareholder Capital Contribution					$	11,357													$	11,357
Net (loss) for the period																$	(17,357	)	$	(17,357	)
Balance, December 31, 2012		20,707,000	$	20,707	$	977,892		-		$	-		$	-		$	(1,086,197	)	$	(87,598	)
Shareholder Capital Contribution					$	9,347													$	9,347
Net (loss) for the period																$	(9,347	)	$	(9,347	)
Balance, December 31, 2013		20,707,000	$	20,707	$	987,239		-		$	-		$	-		$	(1,095,544	)	$	(87,598	)
Shareholder Capital Contribution					$	4,664													$	4,664
Net (loss) for the period																$	(169,139	)	$	(169,139	)
Balance, December 31, 2014		20,707,000	$	20,707	$	991,903		-		$	-		$	-		$	(1,264,683	)	$	(252,073	)

The accompanying notes are an integral part of these financial statements

F-6

KUN DE INTERNATIONAL HOLDINGS INC

(A DEVELOPMENT STAGE COMPANY)

Notes to the Financial Statements

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

Kun De International Holdings Inc. formerly Secure Luggage Solutions, Inc. (the "Company") is a for profit corporation established under the corporation laws in the State of Delaware, United States of America on December 4, 2008.

The Company is a development stage enterprise as a global supply chain company. The Company's current business concept is built on the announcement of Chinese President Xi Jinping at the 2014 APEC leaders meeting that China would be fully implementing the global value chain in the Asia-Pacific region, increase spending on capital building and assist developing country members to better integrate into the regional economic integration development value chain in order to realize common development.

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Financial Statements and related disclosures as of December 31, 2014 are audited pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Unless the context otherwise requires, all references to “Kun De International Holdings Inc.,” “we,” “us,” “our” or the “company” are to Kun De International Holdings Inc.

NOTE 2 – GOING CONCERN

The Company’s financial statements as of December 31, 2014 have been prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company has incurred a cumulative net loss from inception December 4, 2008 through December 31 2014 of $1,264,683.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

F-7

KUN DE INTERNATIONAL HOLDINGS INC

(A DEVELOPMENT STAGE COMPANY)

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and cash equivalents

The Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.

Earnings per Share

The Company computes earnings (loss) per share in accordance with ASC 260-10-45 “Earnings per Share”, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments, and therefore, basic and diluted earnings (loss) per share are equal.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates. Management believes that the estimates used are reasonable.

In Management's opinion all adjustments necessary for a fair statement of the results for the interim periods have been made. All adjustments are normal and recurring.

Reclassifications

Certain prior year balances have been reclassified to conform to the current year presentation.

Revenue Recognition

The Company has not recognized any revenues since inception.

Fair value of financial instruments

ASC 825, “Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2014.

F-8

KUN DE INTERNATIONAL HOLDINGS INC

(A DEVELOPMENT STAGE COMPANY)

The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include cash, accrued liabilities and notes payable. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair value.

Stock-based compensation

The Company recognizes stock-based compensation in accordance with ASC Topic 718 “Stock Compensation”, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options and employee stock purchases related to an Employee Stock Purchase Plan based on the estimated fair values.

Recently Issued Accounting Principles

In June 2014, the FASB issued Accounting Standards Update No. 2014-10, "Development Stage Entities" ("ASU 2014-10") which removes the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the update eliminates the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. During the year ended December 31, 2014 we elected to early adopt ASU 2014-10. The adoption of this standard allowed the company to remove the inception to date information and all references to development stage.

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

NOTE 4 – LEGAL MATTERS

The Company has no known legal issues pending.

NOTE 5 – CAPTIAL STOCK

On November 26, 2014, World Financial Holdings Group purchased 17,487,000 shares of common stock from the prior shareholder pursuant to a Stock and Note Purchase Agreement dated August 14, 2014. As a result there was a change in control of the Company.

NOTE 6 – RELATED PARTY TRANSACTIONS

In 2013, the officers paid the expenses of the company in the amount $9,347. This amount was allocated to Additional Paid-In-Capital.

In 2014, the officers paid for expenses of the company in the amount of $4,664. This amount was allocated to Additional Paid-In-Capital.

F-9

KUN DE INTERNATIONAL HOLDINGS INC

(A DEVELOPMENT STAGE COMPANY)

NOTE 7 – CONVERTIBLE NOTE

In August of 2014, the Company entered into an agreement for $3,000 of debt to be converted into stock at $0.001 per share or 3,000,000 shares. As there is no market for the stock and it has never traded the derivative calculation is not present.

NOTE 8 – INCOME TAX

The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. There are no material uncertain tax positions for any of the reporting periods presented.

NOTE 9 – SUBSEQUENT EVENTS

On January 22, 2015, the Company’s Board of Directors authorized the issuance of 100 shares of Series A preferred stock to Kun De International Holdings Group, Inc. a corporation organized under the laws of the Cayman Islands ("Kun De") at a per share price of $1.00.

On February 9, 2015, the Company’s Board of Directors authorized the issuance of 20,000,000 shares of restricted common stock to Kun De International Holdings Group, Inc. a corporation organized under the laws of the Cayman Islands ("Kun De") at a per share price of $1.00 which resulted in a change in control of the Company.

F-10

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

We engaged Hillary CPA Group, Certified Public Accountants (“Hillary") as our principal independent registered public accounting firm effective April 16, 2015. Concurrent with this appointment, we dismissed Terry L. Johnson (“Johnson”), effective April 16, 2015. The decision to change our principal independent registered public accounting firm has been approved by our Board of Directors.

The report of Johnson on our financial statements for fiscal year ended December 31, 2013 and December 31, 2012 did not contain an adverse opinion or disclaimer of opinion, nor was it modified as to uncertainty, audit scope or accounting principles, other than to state that there is substantial doubt as to our ability to continue as a going concern. During our fiscal year ended December 31, 2013 and during the subsequent period through to the date of Johnson's dismissal, there were no disagreements between us and Johnson, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Johnson, would have caused Johnson to make reference thereto in its report on our audited financial statements.

The Company has provided Johnson with a copy of this Current Report on Form 8-K and has requested that Johnson furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not Johnson agrees with the statements made in this Current Report on Form 8-K with respect to Johnson and, if not, stating the aspects with which they do not agree. The Company has received the requested letter from Johnson wherein they have confirmed their agreement to the Company’s disclosures in this Current Report with respect to Johnson. A copy of Johnson’s letter is filed as an exhibit to this Current Report.

In connection with the Company’s appointment of Hillary as the Company’s principal registered accounting firm at this time, the Company has not consulted Hillary on any matter relating to the application of accounting principles to a specific transaction, either completed or contemplated, or the type of audit opinion that might be rendered on the Company’s financial statements during the two most recent fiscal years (December 31, 2014 and December 31, 2013) and subsequent interim period through the date of engagement.

ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We have carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer/Principal Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2014. Based on such evaluation, we have concluded that, as of such date, our disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in applicable SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer/Principal Financial Officer, as appropriate, to allow timely discussions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining internal control over financial reporting for our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over our financial reporting includes those policies and procedures that:

(1)	pertain to the maintenance of records that in reasonable detail accurately and fairy reflect our transactions .

(2)

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our recSOPts and expenditures are being made only in accordance with authorization of our management and directors; and

(3)	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error or circumvention through collusion of improper overriding of controls. Therefore, even those internal control systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of internal control may vary over time.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2014. In making its assessment of internal control over financial reporting, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO 1993") in Internal-Control-Integrated Framework and implemented a process to monitor and assess both the design and operating effectiveness of our internal controls. Based on this assessment, management believes that as of December 31, 2014, our internal control over financial reporting was not effective.

Changes in Internal Control Over Financial Reporting

Our management has evaluated, with the participation of our Chief Executive Officer/Chief Financial Officer, changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the fourth quarter of 2014. In connection with such evaluation, there have been no changes to our internal control over financial reporting that occurred since the beginning of our fourth quarter of 2014 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting. While there have been no changes, we have assessed our internal controls as being deficient and will be taking steps beginning in 2015 to remedy such deficiencies.

ITEM 9B. OTHER INFORMATION.

There are no further disclosures.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Directors and Executive Officers

In accordance with the terms and provisions of the Stock Purchase Agreement, we accepted the resignation of our sole officer and director, Bauer as President/Chief Executive Officer, Secretary, Treasurer/Chief Financial Officer, effective November 26, 2014. Simultaneously, the Board of Directors appointed the following individuals: (i) Shuquan Chen as a member of the Board of Directors and the Chief Executive Officer, Secretary and Treasurer/Chief Financial Officer; and (ii) Juan Gu as a member of the Board of Directors and the President.

The following table includes the names and positions held of our executive officers and directors:

NAME	AGE	POSITION	DIRECTOR SINCE
Shuquan Chen	49	Chief Executive Officer, Secretary, Treasurer and Director	2014

Juan Gu	41	President and Director	2014

Shuquan Chen Biography. During the past twenty years, Mr. Chen has been involved with a number of companies and is considered a prominent and representative entrepreneur in Guangdong Province, China, leading with reform and innovation in the investment management industries. Under Mr. Chen's leadership, the companies he has founded lead in the investment industry with many major innovations by valuing supply chain and choosing investment orientation accurately. Mr. Chen has made a positive contribution in promoting reform and development of China's investment industry.

From approximately October 2012 to current date, Mr. Chen was the chairman of the board of directors of Guangzhou Feng Dequan Education Co., Ltd., which under his management resulted in the expansion of educational institutions in a substantial number of cities in China with more than 100 individual clients and 58 educations. The company has become recognized as a leading expert in early education and represents the largest educational brand. From approximately December 2011 to current date, Mr. Chen is also the founder and chief executive officer of Guangxi Weilong Investment (Weilong Technoloy Park) Co., Ltd.

From approximately early 2005 through September 2014, Mr. Chen was the chairman and founder of Guangdong World Venture Capital Co., Ltd., where during ten years he built the company from a start-up organization with eight employees to a 1,000,000 RMB investment fund, which is now a well-known investment group in the Guangdong Province. The investments covered real estate, small loan companies, education, supply chains and other fields. Guangdong World Venture Capital Co. Ltd. invested and held shares of Feng Dequan Education Consulting Co. Ltd. resulting in Feng Dequan Consulting Co. Ltd. becoming a premier educational brand in the field of early education in China. From approximately August 1992 through December 2012, Mr. Chen was also the chairman of Guangzhou Yifu Engineering Design Co., Ltd.

Mr. Chen is also active in the Chinese educational charities. Together with Feng Dequan Education Consulting Co. Ltd., the father of China's early education and the Working Committee for the Care of the Next Generation, Mr. Chen established the "Sunshine Education Charity Feng Dequan Fund", which is committed to help children in poor areas get education, care for children's growth, support for development of early education in poor areas and building more public welfare charity. In September 2014, Chen Shuquan officially resigned from the Guangdong World Venture Capital to be the Chief Executive Officer of the Company. Mr. Chen is confident that he will be able to lead the Company to become one of China's top industry supply chain groups.

Mr. Chen attended and earned a bachelor degree in economics from Beijing Normal University.

Juan Gu Biography. During the past ten years, Ms. Gu has been involved in multi-faceted industries involving cultural creativity, film and television, pensions, insurance, industry supply chain, value chain and system financing as well as banking, securities, trust, and asset management fund. From approximately December 2013 to current date, Ms. Gu has been the founder and chairman of the board of directors of Shenzhen Kun De Asset and Resources Management, which is a company providing supply chain financial services, managing capital flow and logistics, controlling or minimizing risk for small to medium-sized company in mainland China. Her duties included: (i) operation of the supply chain operating system, which had a remarkable achievements; (ii) comprehensive application of supply chain technology to micro, small and medium enterprises in China to achieve market multiple production, optimize assets and capital allocation, thus to realizing a more scientific industry; and (iii) new academic achievements and subversive business model, which has gained recognition and support by many national related departments.

From approximately October 2005 through December 2013, Ms. Gu was the chief secretary of party committee at China Association of Rule and Law, which is a non-profit association consisting of news media groups, the legal system, journalists, cultural workers and legal services volunteers in Jiangsu Province. Her duties included: (i) handling crisis public relations for over twenty-one local governments and three hundred companies and corporations; (ii) .researched and explored effects of supply chain technology and achievement on tax, enterprises, the society and the country industrial structure in the United States, Japan and Western Europe countries; (iii) developed the “Six Dimensional Supply Chain” theory, which was tailored to the unique characteristics of the Chinese socialist; and (iv) utilized results of the backward mode of thinking to optimize, combine and associate small and medium-sized companies with big commerce chambers, to integrate an industrial supply chain, and achieve a large closed-loop operating systems in China.

From approximately April 2003 through October 2005, Ms. Gu was employed at Cosco Shipyard Corporation, which is a large enterprise group specializing in large vessel building, marine engineering construction and conversion, and providing services in ship repairing and building sets, where she was the secretary of party committee From approximately July 1997 through April 2003, Ms. Gu was employed at the News Media Corporation, which is a state owned media company, where she engaged in news editing and writing. From approximately June 1996 through July 1999, Ms. Gu was employed at Sutong Petrochemical Corporation, where she was a general agent of The Chevrolet Group Caltex Lubricants for the greater China area. Her duties included: (i) officer administrator where she modified internal policies resulting a 30% increase in three months of the overall company's performance; (ii) promoted to executive president and national sales director pursuant to which company sales increased five times; and (iii) partnered with Caltrex and Shanghai Oil Refinery Factory to successfully establish Shanghai Gaoqiao Caltrex Company.

Ms. Gu attended and earned a Bachelor's degree in economics and management at the Nanjing University of Aeronautics and Astronautics in 1996. Ms. Gu is the author of two literature pieces "Days in Haixing" and "Composed Hymns of Youth".

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

None of our directors, executive officers or control persons has been involved in any of the legal proceedings required to be disclosed in Item 401 of Regulation S-K, during the past five years.

CORPORATE GOVERNANCE MATTERS

Audit Committee

As of the date of this Annual Report, we do not have an audit committee. We intend to establish an audit committee of the Board of Directors, which will consist of independent directors, of which at least one director will qualify as a qualified financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. The audit committee’s duties would be to recommend to the Board of Directors the engagement of independent auditors to audit our financial statements and to review its accounting and auditing principles. The audit committee would review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent public accountants, including their recommendations to improve the system of accounting and internal controls. The audit committee would at all times be composed exclusively of directors who are, in the opinion of the Board of Directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.

Board Independence

Neither Mr. Chen nor Ms. Gu qualify as “independent” directors, as that term is defined by applicable listing standards of The NASDAQ Stock Market and SEC rules, including the rules relating to the independence standards of an audit committee and the non-employee director definition of Rule 16b-3 promulgated under the Exchange Act. As a requirement to a future listing of our common stock on The Bulletin Board or the NASDAQ Capital Market or other exchange, we intend to retain independent directors. The Board of Director’s composition (and that of our committees) will be subject to the corporate governance provisions of its primary trading market, including the requirement for appointment of independent directors in accordance with the Sarbanes-Oxley Act of 2002, and regulations adopted by the SEC and NASD pursuant thereto.

Audit Committee Financial Expert.

Our Board of Directors has determined that we do not have an audit committee financial expert within the meaning of Item 407(d)(5) of Regulation S-K. In general, an "audit committee financial expert" is an individual member of the audit committee who (a) understands generally accepted accounting principles and financial statements, (b) is able to assess the general application of such principles in connection with accounting for estimates, accruals and reserves, (c) has experience preparing, auditing, analyzing or evaluating financial statements comparable to the breadth and complexity to our financial statements, (d) understands internal controls over financial reporting and (e) understands audit committee functions.

Code of Ethics

We have not adopted a code of ethics for our executive officers, directors and employees. However, our management intends to promote honest and ethical conduct, full and fair disclosure in our reports to the SEC, and compliance with applicable governmental laws and regulations.

Nominating Committee

We have not yet established a nominating committee. Our Board of Directors, sitting as a board, performs the role of a nominating committee. We are not currently subject to any law, rule or regulation requiring that we establish a nominating committee.

Compensation Committee. We intend to establish a compensation committee of the Board of Directors. The compensation committee would review and approve our salary and benefits policies, including compensation of executive officers. The compensation committee would also administer any stock option plans and recommend and approve grants of stock options under such plans.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires officers and directors, and persons who own more than ten percent of a registered class of our equity securities, to file reports of ownership and changes in ownership with the Commission. Officers, directors and greater than ten percent beneficial owners are required by Commission regulations to furnish us with copies of all forms they file pursuant to Section 16(a). Based solely on our review of the copies of such forms received and written representations from reporting persons required to file reports under Section 16(a), all of the Section 16(a) filing requirements applicable to such persons, with respect to fiscal year 2014, appear not to have been complied with to the best of our knowledge.

ITEM 11. EXECUTIVE COMPENSATION

~~The~~During ~~particulars~~fiscal years ended December 31, 2014 and 2013, none of ~~the~~our ~~compensation~~officers ~~paid~~or todirectors earned any salaries per the ~~following~~below ~~persons~~table:

·SUMMARY ~~our~~COMPENSATION principal executive officer; · each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended December 31, 2013 and 2012; and · up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended December 31, 2013 and 2012,TABLE‡

who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did exceed $100,000 for the respective fiscal year:

Name and Principal Position	Fiscal Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Nonequity Incentive Plan Compen- sation ($)		Non- Qualified Deferred Compen- sation Earnings ($)		All Other Compen- sation ($)		Total ($)

Donald Bauer	2014	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-
(Prior President/Chief Executive Officer, Chief Financial Officer/Treasurerand Director)	2013		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-

Shuquan Chen	2014		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-
Chief Executive Officer, Secretary, Chief Financial Officer/Treasurer and Director)

Juan Gu	2014		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-
President and a Director

24EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS

~~The~~There ~~following~~are ~~table~~no ~~shows~~employment ~~the~~contracts ~~compensation~~between ~~paid~~us toor our ~~principal~~ executive officers ~~for the past two fiscal years ended December 31, 2013 and 2012~~.

Name and Principal Position	Year	Salary($)		Bonus($)		Stock Awards($)		Option Awards($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings($)		All Other Compensation ($)		Total($)
Donald G. Bauer	2013		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-
President and Chief Executive Officer	2012		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-

DIRECTORS COMPENSATION

~~Stock~~No ~~Option~~director ~~Plan~~received compensation for services rendered in any capacity to us during the fiscal years ended December 31, 2014 and December 31, 2013.

~~Currently,~~INDEMNIFICATION weOF doDIRECTORS ~~not~~AND ~~have a stock option plan in favour of any director, officer, consultant or employee of our company.~~ OFFICERS

~~Stock~~Our ~~Options/SAR~~Articles ~~Grants~~of Incorporation, as amended and restated, and our Bylaws provide for mandatory indemnification of our officers and directors, except where such person has been adjudicated liable by reason of his negligence or willful misconduct toward the Company or such other corporation in the performance of his duties as such officer or director. Our Bylaws also authorize the purchase of director and officer liability insurance to insure them against any liability asserted against or incurred by such person in that capacity or arising from such person's status as a director, officer, employee, fiduciary, or agent, whether or not the corporation would have the power to indemnify such person under the applicable law.

~~During~~COMPENSATION ~~our~~COMMITTEE ~~fiscal~~INTERLOCKS ~~year~~AND ~~ended~~INSIDER ~~December 31, 2013 there were no options granted to our named officers or directors.~~PARTICIPATION

~~Outstanding~~We ~~Equity~~have ~~Awards~~not atestablished ~~Fiscal~~a ~~Year~~compensation ~~End~~committee. We are not currently subject to any law, rule or regulation requiring that we establish a compensation committee.

~~No equity awards were outstanding as of the year ended December 31, 2013.~~40

Option Exercises

During our fiscal year ended December 31, 2013 there were no options exercised by our named officers.

Compensation of Directors

We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.

We have determined that none of our directors are independent directors, as that term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

Compensation Committee Interlocks and Insider Participation

During 2013, we did not have a compensation committee or another committee of the board of directors performing equivalent functions. Instead the entire board of directors performed the function of compensation committee. Our board of directors approved the executive compensation, however, there were no deliberations relating to executive officer compensation during 2013.

Compensation Committee Report

None.

Family Relationships

There are no family relationships between any of our directors, executive officers or directors.

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

The following ~~table~~tables ~~sets~~set forth information as of May 26, 2015, regarding the beneficial ownership of our ~~outstanding~~ common ~~stock~~and bySeries A Preferred Stock: (a) each ~~person~~stockholder orwho ~~group~~is known by us to own beneficially 5%in orexcess ~~more~~of 5% of our ~~voting~~outstanding common stock; ~~and~~(b) ~~ownership~~each ofdirector ~~our~~known ~~management.~~to ~~Beneficial~~hold ~~ownership~~common isor ~~determined~~preferred instock; ~~accordance~~(c) ~~with~~our ~~the~~Chief ~~rules~~Executive ofOfficer; and (d) the ~~SEC~~executive officers and ~~generally~~directors ~~includes~~as a group. Except as otherwise indicated, all persons listed below have (i) sole voting orpower and investment power with respect to ~~securities.~~their ~~Except~~shares asof ~~indicated~~stock, byexcept ~~footnote,~~to the ~~persons~~extent ~~named~~that inauthority ~~the~~is ~~table~~shared ~~below~~by ~~have~~spouses ~~sole~~under ~~voting~~applicable ~~power~~law, and ~~investment~~(ii) ~~power~~record and beneficial ownership with respect to ~~all~~their shares of stock. The percentage of beneficial ownership of common stock ~~shown~~is based upon 40,677,000 shares of common stock outstanding as ~~beneficially~~of ~~owned~~May by26, ~~them~~2015. The percentage of beneficial ownership of preferred stock is based onupon ~~20,707,000~~100 shares of ~~common~~Series A preferred stock outstanding as of ~~December~~May 3126, ~~2013~~2015.

Name and Address of Beneficial Owner	Title of Class		Amount andNature of Beneficial Ownership				Percentage ofClass(1)
					NUMBER OF SHARES				PERCENT OF SHARES
Donald G. Bauer Edmonton, Alberta	Common			15,685,000				75.96	%
	TITLE				BENEFICIALLY				BENEFICIALLY
Directors and Officers as a group (1 person)	Common			15,685,000				75.96	%
NAME AND ADDRESS OF BENEFICIAL OWNER	OF CLASS				OWNED				OWNED
Shuquan Chen	Common					14,117				0.0003	%
Yihao Ge 41E Gangyi Haoting Yard, Chuanbu Road Luohu District, Shenzhen City Guandong Province, China
Juan Gu		Common				17,253				0.0004	%
Yihao Ge 41E Gangyi Haoting Yard, Chuanbu Road Luohu District, Shenzhen City Guandong Province, China
All Directors and officers as a Group (2 Persons)		Common				31,370				0.0007	%
5% or Greater Beneficial Holders
Kun De International Holdings Group Inc.		Common				20,000,000				49.167	%
Floor 4, Willow House, Cricket Square P.O. Box 2804, Grand Cayman KYi-1112 Cayman Islands
		Preferred (1)				100				100.0	%

~~_______________~~(1) The above table reflects share ownership as of the most recent date. Each share of common stock has one vote per share on all matters submitted to a vote of our shareholders. We have one class of preferred stock, which we named “Series A.” If at least one share of Series A Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series A Preferred Stock at any given time, regardless of their number, shall have voting rights equal to four times the sum of: i) the total number of shares of common stock which are issued and outstanding at the time of voting, plus ii) the total number of shares of Series B and Series C Preferred Stocks which are issued and outstanding at the time of voting. Therefore, at the date of this Annual Report, Kun De has the power to vote 162,708,000 shares.

26We do not have a specific policy or procedure for the review, approval, or ratification of any transaction involving related persons. We historically have sought and obtained funding from officers, directors, and family members as these categories of persons are familiar with our management and often provide better terms and conditions than we can obtain from unassociated sources. Also, we are so small that having specific policies or procedures of this type would be unworkable.

~~Changes~~During fiscal year 2013, the sole officer and director paid our expenses in ~~Control~~the amount of $9,347. This amount was allocated to additional paid-in-capital.

WeDuring ~~are~~fiscal ~~unaware~~year of2014, ~~any contract or other arrangement~~ the ~~operation~~officers ofpaid ~~which~~for ~~may~~our atexpenses ain ~~subsequent~~the ~~date~~amount ~~result~~of in$4,664. aThis ~~change~~amount inwas ~~control~~allocated ofto ~~our~~additional ~~Company~~paid-in-capital.

~~ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE~~41

~~Related~~ITEM ~~Transactions~~14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

NoThe ~~director,~~following ~~executive~~table ~~officer,~~shows ~~shareholder~~the ~~holding~~fees atpaid ~~least 5% of shares of our common stock,~~ or ~~any~~accrued ~~family~~for ~~member~~the ~~thereof,~~audit ~~had~~and ~~any~~other ~~material~~services ~~interest,~~provided ~~direct~~by orour ~~indirect,~~principal inaccountant. ~~any~~For ~~transaction,~~the orannual ~~proposed~~audit ~~transaction~~for ~~since~~ the year ended December 31, ~~2013~~2012, inwe ~~which~~initially engaged the ~~amount~~firm ~~involved~~of inSeale ~~the~~and ~~transaction~~Bears, ~~exceeded~~CPAs, orLLC, ~~exceeds~~but ~~the~~we ~~lesser~~terminated ofthat ~~$120,000~~firm orand ~~one~~engaged ~~percent~~Stegman of& ~~the~~Company. ~~average~~For ofthe ~~our~~annual ~~total~~audit ~~assets~~for at the year~~-end~~ ~~for~~ended December 31, 2011, we engaged the ~~last~~firm ~~three~~of ~~completed~~Seale ~~fiscal~~and ~~years~~Bears CPA, LLC.

Director Independence

	2014		2013
Audit fees	$	4,000	$	8,000
Audit related fees		-0-		-0-
Tax fees		-0-		-0-
All other fees		-0-		-0-

WeAUDIT ~~currently act with one director consisting of Donald G. Bauer. We have determined that our directors are not "independent directors" as defined in NASDAQ Marketplace Rule 4200(a)(15).~~FEES

WeAudit dofees ~~not~~represent ~~have~~the aprofessional ~~standing~~services ~~audit,~~rendered ~~compensation~~for orthe ~~nominating~~audit ~~committee, but our entire board~~ of ~~directors acts in such capacities. We believe that~~ our ~~members~~annual ~~of our board of directors are capable of analyzing and evaluating our~~ financial statements and ~~understanding~~the ~~internal~~review ~~controls and procedures for financial reporting. The board~~ of ~~directors of~~ our ~~company~~financial ~~does~~statements ~~not~~included ~~believe~~in ~~that~~quarterly itreports, isalong ~~necessary~~with toservices ~~have~~normally anprovided ~~audit committee because we believe that the functions of an audit committee can be adequately performed~~ by the ~~board~~accountant ofin ~~directors.~~connection Inwith ~~addition,~~statutory ~~we believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly~~ and ~~burdensome~~regulatory ~~and~~filings isor ~~not warranted in our circumstances given the early stages of our development~~engagements.

27Audit Related Fees

~~ITEM~~Audit-related ~~14.~~fees ~~PRINCIPAL~~represent ~~ACCOUNTING~~professional ~~FEES~~services ~~AND~~rendered ~~SERVICES~~for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of our financial statements that are not reported under audit fees.

~~Auditor~~Tax Fees

~~The~~Tax ~~following table presents the aggregate~~ fees ~~billed~~represent ~~for~~professional ~~the~~services ~~past~~rendered ~~two years~~ by ~~our~~the ~~independent~~principal ~~registered~~accountant ~~public~~for ~~accounting~~tax ~~firm~~compliance, ~~Johnson~~tax advice, ~~in connection with the audit of our financial statements~~ and ~~other~~tax ~~professional services rendered by that accounting firm~~planning.

	2013		2012
Audit fees	$	8,000	$	4,000
Audit-related fees		-		-
Tax fees		-		-
All other fees	$	-	$	-

All Other Fees

~~Audit~~All other fees represent ~~the~~fees ~~professional~~billed ~~services rendered~~ for ~~the~~products ~~audit of our annual financial statements~~ and ~~the accounting firm review of our financial statements included in quarterly reports, along with~~ services ~~normally~~ provided by the ~~firm~~principal inaccountant, ~~connection~~other ~~with~~than ~~statutory~~the ~~and regulatory filings or engagements. Audit-related fees represent professional~~ services ~~rendered~~reported for ~~assurance and related services by~~ the ~~accounting~~other ~~firm that are reasonably related to the performance of the audit or review of our financial statements that are not reported under audit fees~~categories.

~~Tax~~PRE-APPROVAL fees represent professional services rendered by the accounting firm for tax compliance, tax advice, and tax planning. All other fees represent fees billed for products and services provided by the accounting firm, other than the services reported for the other categories.POLICIES

~~Pre~~Our audit committee does not rely on pre-approval ~~Policies~~policies and procedures. Typically, Management has sought out audit firm candidates and presented them to the audit committee. Before the auditor renders audit and non-audit services our board of directors approves the engagement.

We do not have a standing audit committee currently serving and as a result our board of directors performs the duties of an audit committee. Our board of directors will evaluate and approve in advance, the scope and cost of the engagement of an accounting firm before the accounting firm renders audit and non-audit services. We do not rely on pre-approval policies and procedures.42

28PART IV

~~PART~~ITEM IV 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

~~ITEM~~The ~~15.~~following ~~EXHIBITS,~~exhibits ~~FINANCIAL~~are ~~STATEMENT~~filed ~~SCHEDULES~~as part of this Form 10-K:

Exhibit
Number		Description
(3)		Articles of Incorporation and By-laws
3.1		Certificate of Incorporation (incorporated by reference from our Registration Statement on Form S-1 filed on October 16, 2009)
3.2		Bylaws (incorporated by reference from our Registration Statement on Form S-1 filed on October 16, 2009)
3.3		Certificate of Amendment (incorporated by reference from our Current Report on Form 8-K filed on April 5, 2011)
(10)		Material Contracts
3.4		Certificate of Amendment to the Articles of Incorporation (incorporated by reference from our Current Report on Form 8-K filed on January 2, 2015).
10.1		Agency Fee Agreement with AMF Services Inc. (incorporated by reference from our Registration Statement on Form S-1 filed on October 16, 2009)
10.2		Turner Key Consulting Agreement (incorporated by reference from our Registration Statement on Form S-1 filed on October 16, 2009)
10.3		Air Consult Associates Agreement dated June 29, 2009 (incorporated by reference from our Registration Statement on Form S-1 filed on October 16, 2009)
10.4		Air Consult Associates Agreement dated November 17, 2009 (incorporated by reference from our Registration Statement on Form S-1/A filed on January 8, 2010)
10.5		Consulting Agreement with Moody Capital, LLC and Moody Capital Solutions Inc. dated December 22, 2009 (incorporated by reference from our Registration Statement on Form S-1 filed on April 14, 2010)
10.6		Exclusive License Agreement dated November 7, 2010 (incorporated by reference from our Registration Statement on Form 8-K filed on November 15, 2010)
10.7		Agreement with Chenergy Service Inc. dated February 14, 2011 (incorporated by reference from our Registration Statement on Form 8-K filed on February 17, 2011)
10.8		2011 Stock option plan dated March 31, 2011 (incorporated by reference from our Current Report on Form 8-K filed on April 6, 2011)
10.9		Form of Stock Option Agreement (incorporated by reference from our Current Report on Form 8-K filed on April 6, 2011)
(31)		Section 302 Certification
10.10		2015 Flexible Stock Option Plan of Kun De International Holdings Inc. (incorporated by reference from our S-8 registration statement filed on February 10, 2015).
16.1		Letter from Terry L. Johnson dated April 23, 2015 (incorporated by reference from our Current Report on Form 8-K filed on April 23, 2015).
31.1*		Section 302 Certification of Chief Executive Officer.
31.2*		Section ~~302~~301 Certification of Chief Financial Officer.
(32)		Section 906 Certification
32.1*		Section 906 Certification of Chief Executive Officer.
32.2*		Section 906 Certification of Chief Financial Officer.

29*Filed herewith

~~SIGNATURES~~ 43

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

	SECURE LUGGAGE SOLUTIONS INC. (Registrant)
Dated: October 21, 2014	By:	/s/ Donald G. Bauer
		Donald G. Bauer
		President, Chief Executive Officer and Director
		(Principal Executive Officer,)
Dated: October 21, 2014	By:	/s/ Donald G. Bauer
		Donald G. Bauer
		Chief Financial Officer
		(Principal Financial Officer and Principal
		Accounting Officer)

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on June 1, 2015.

~~Pursuant~~KUN toDE ~~the~~INTERNATIONAL ~~requirements~~HOLDINGS ofINC. ~~the~~By: ~~Securities~~/s/ ~~Exchange~~Shuquan ~~Act~~Chen ofShuquan ~~1934,~~Chen ~~this~~Chief ~~report~~Executive ~~has~~Officer ~~been~~(Principal ~~signed~~executive ~~below~~officer, byprincipal ~~the~~financial ~~following persons on behalf of the registrant~~ officer,and inprincipal ~~the~~accounting ~~capacities and on the dates indicated.~~officer)

Dated: October 21, 2014	By:	/s/ Donald G. Bauer
		Donald G. Bauer
		President, Chief Executive Officer and Director
		(Principal Executive Officer, Chief Financial Officer)

Each person whose signature appears below appoints Shuquan Chen as his or her attorney-in-fact, with full power of substitution and re-substitution, to sign any and all amendments to this report on Form 10-K of Kun De International Holdings Inc. and to file them, with all their exhibits and other related documents, with the Securities and Exchange Commission, ratifying and confirming all that their attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue of this appointment. In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Issuer and in the capacities and on the dates indicated:

Name	Title	Date

/s/ Shuquan Chen	Director, Chief Executive Officer and Treasurer/Chief Financial Officer and Secretary	June 1, 2015
Shuquan Chen

/s/ Juan Gu	President and Director	June 1, 2015
Juan Gu

~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~44

To The Board of Directors and shareholders of

Secure Luggage Solutions, Inc..

We have audited the accompanying consolidated balance sheets of Secure Luggage Solutions, Inc. (the “Company”) as of December 31, 2013 and 2012 and the related statements of operations, stockholders’ deficit and cash flows for the years then ended.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United State of America; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on my 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. An audit also includes 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.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2014 and the results of its operations and its cash flows for the years ended December 31, 2013 and 2012,, in conformity with accounting principles generally accepted in the United States of America.

Emphasis of Matter

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 3 of the accompanying financial statements, the Company has a significant accumulated deficit and no cash to for payment of ongoing operating expenses, which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to this matter are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Terry L. Johnson, CPA

Casselberry, Florida

October 18, 2014

F-1

SECURE LUGGAGE SOLUTIONS, INC

(A Development Stage Company)

BALANCE SHEETS

	December 31,			December 31,
	2013			2012
Assets:
Current assets
Cash	$	430		$	430
Total current assets		430			430
Prepayment		-
Total Assets	$	430		$	430
Liabilities:
Current Liabilities
Accounts payable and accrued expenses	$	88,028		$	88,028
Due to Related Parties		-
Total current liabilities		88,028			88,028
Total liabilities		88,028			88,028
STOCKHOLDERS' DEFICIT
Common Stock, authorized 100,000,000 par value $0.001 issued 20,707,000 respectively		20,707			20,707
Preferred Stock authorized 20,000,000 par value $0.001 0 issued		-			-
Shares to be issued for services		-			-
Stock subscription receivable		-			-
Additional paid-in capital		987,239			977,892
Deficit Accumulated During the Development Stage		(1,095,544	)		(1,086,197	)
Total Stockholders' Deficit		(87,598	)		(87,598	)
Total Liabilities and Stockholders' Deficit	$	430		$	430

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

F-2

SECURE LUGGAGE SOLUTIONS, INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

							From inception
							(December 4,
	Years Ended						2008) to
	December 31,			December 31,			December 31,
	2013			2012			2013
Revenues	$	-		$	-		$	-
Cost of Services		-			-			-
Gross Margin		-			-			-
Operating Expenses:
Professional Fees		1,839			7,839			718,594
General and Administrative Expenses		7,508			9,518			123,541
Total Operating Expenses		9,347			17,357			842,135
Operating Loss		(9,347	)		(17,357	)		(842,135	)
Other (Income) Expenses
Interest Expense								1,145
Impairment								242,917
Total Other Expenses		-			-			244,062
Net Loss Before Income Taxes		(9,347	)		(17,357	)		(1,086,197	)
Income Tax		-			-			-
Net Loss	$	(9,347	)	$	(17,357	)	$	(1,086,197	)
Loss per Share, Basic & Diluted	$	(0.00	)	$	0.00
Weighted Average Shares Outstanding		20,707,000			20,707,000

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

F-3

SECURE LUGGAGE SOLUTIONS, INC.

(A Development Stage Company)

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

From Inception December 4, 2008 to December 31, 2011

															Accumulated
															Deficit
	Common Stock				AdditionalPaid-in			Subscriptions Payable					Common Stock		DuringExploration			TotalStockholders'
	Issued		Amount		Capital			Issuable			Amount		Receivable		Stage			Deficit
Balance at inception December 4, 2008		-	$	-	$	-			-			-		-	$	-		$	-
Shares issued to founder's -		1,000,000		1,000		-			-			-		-		-			1,000
Net (loss) for period from inception to 31-Dec-08		-		-		-			-			-		-		(2,082	)		(2,082	)
Balance December 31, 2008		1,000,000		1,000		-			-			-		-		(2,082	)		(1,082	)
Shares issued for services @ .001 per share		7,500,000		7,500		-			-			-		-		-			7,500
Shares issued for cash - .001 per share		7,185,000		7,185		-			-			-		-		-			7,185
Shares issued for cash- .10 per share		1,667,000		1,667		165,033			-56,000			-		-		-			110,700
Shares issued for services @.10		125,000		125		12,375													12,500
Net (loss) for the year ended 31-Dec-09		-		-		-			-			-		-		(149,674	)		(149,674	)
Balance December 31, 2009		17,477,000		17,477		177,408			(56,000.00)			-		-		(151,756	)		(12,871	)
Shares to be issued		-		-		-			-			9,000		-		-			9,000
Share subscription received		-		-		-			-			-		231,000.00		-			231,000
inputed interest		-		-		729			-			-		-		-			729
Net (loss) for the year ended 31-Dec-10		-		-		-			-			-		-		(217,859	)		(217,859	)
Balance December 31, 2010		17,477,000		17,477		178,137			(56,000	)		9,000		231,000.00		(369,615	)		9,999
Shares issued for services 2/28/11 for .20 per share		120,000		120		23,880.00			-			-		-		-			24,000.00
Shares issued for subscriptions		1,155,000		1,155		229,845			-			-		-231,000		-
Shares issued for license		1,175,000		1,175		233,825			-			-		-		-			235,000
Shares issued for subscription		45,000.00		45.00		8,955.00			-			(9,000.00)		-		-			-
Reclass		-		-		(56,000	)		56,000.00			-		-		-			-
Shares issued for cash		235,000		235		46,765			-			-		-		-			47,000
Shares issued for cash		200,000		200		39,800			-			-		-		-			40,000
Shares issued for services		240,000		240		47,760			-			-		-		-			48,000
Shares issued for services		30,000		30		5,970			-			-		-		-			6,000
Forgiveness of related party debt		-		-		201,628			-			-		-		-			201,628
Net loss for the year																-699,225			-699,225
BALANCE DECEMBER 31, 2011		20,677,000.00		20,677.00		960,565			-			-		-		(1,068,840.00)			(87,598	)
Shares issued for services		30,000		30		5,970			-			-		-		-			6,000
Forgiveness of related party debt		-		-		11,357			-			-		-		-			11,357
Loss for the year		-		-		-			-			-		-		-17,357			-17,357
BALANCE DECEMBER 31, 2012		20,707,000.00		20,707.00		977,892			-			-		-		(1,086,197.00)			(87,598	)
Forgiveness of related party debt		-		-		9,347			-			-		-					9,347
Loss for the year		-		-		-			-			-		-		(9,347.00)			(9,347	)
BALANCE DECEMBER 31, 2013		20,707,000		20,707		987,239			-			-		-		-1,095,544			-87,598

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

F-4

SECURE LUGGAGE SOLUTIONS, INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

							From inception
							(December 4, 2008)
	Twelve Months Ended						through
	December 31,			December 31,			December 31,
	2013			2012			2013
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss for the period	$	(9,357	)	$	(17,357	)	$	(1,078,197	)
Adjustments to reconcile net loss from operations:
Shares to be ussed and issued for services		-			6,000			108,000
Interest		-			-			729
Depreciation and Amortization		-			-			22,083
Impairment		-			-			242,917
Forgiveness of Shareholder loan		9,357			11,357			210,985
Change in Operating Assets and Liabilities:
Prepaid Costs		-			-			-
Accounts Payable		-			-			88,028
Due to Related Parties		-			-			-
Increase (decrease) in accounts payable- related party		-			-			-
Increase (decrease) in debt		-			-			-
Net cash used in Operating Activities		-			-			(405,455	)
CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of Assets		-			-			(30,000	)
Net Cash used in Investing Activities		-			-			(30,000	)
CASH FLOW FROM FINANCING ACTIVITIES:
Share subscriptions received		-			-			231,000
Repayment shareholder loan		-			-			(56,000	)
Proceeds from issuance of common stock		-			-			260,885
Proceeds from subscriptions receivable		-			-			-
Net Cash provided by Financing Activities		-			-			435,885
Net Increase (Decrease) in Cash		-			-			430
Cash at Beginning of Period		430			430			-
Cash at End of Period	$	430		$	430		$	430
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	-		$	-		$	-
Cash paid for franchise and income taxes	$	-		$	-		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES:

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

F-5

SECURE LUGGAGE SOLUTIONS, INC

(A Development Stage Company)

Notes to Financial Statements

December 31, 2013

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Secure Luggage Solutions, Inc. ( the "Company") was organized under the laws of the State of Delaware on December 4, 2008. The Company is a development stage enterprise in the business of luggage wrap. Luggage wrap is a plastic covering that is applied by machine to checked baggage in a retail kiosk with the passenger present. The Company however, has not been able to enter into any license agreement with any airport that would allow it to offer its luggage wrap product on airport premises.

Basis of Presentation

These financial statements are presented in United States dollars and have been prepared in accordance with United States generally accepted accounting principles.

NOTE 2 - GOING CONCERN

The Company’s financial statements as of December 31, 2013 have been prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company has incurred a cumulative net loss from inception December 4, 2008 through December 31, 2013 of $1,095,544.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and cash equivalents

The Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.

Net Loss per Share

Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, "Earnings per Share". Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.

F-6

SECURE LUGGAGE SOLUTIONS, INC.(A Development Stage Company)

Notes to Financial Statements

December 31, 2013

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Use of Estimates

In Management's opinion all adjustments necessary for a fair statement of the results for the interim periods have been made. All adjustments are normal and recurring.

Reclassifications

Certain prior year balances have been reclassified to conform to the current year presentation.

Revenue Recognition

The Company recognizes revenue on an accrual basis. Revenue is generally realized or realizable and earned when all of the following criteria are met: 1) persuasive evidence of an arrangement exists between the Company and our customer(s); 2) services have been rendered; 3) our price to our customer is fixed or determinable; and 4) collectability is reasonably assured.

Fair value of financial instruments

The carrying value of cash equivalents and accrued expenses approximates fair value due to the short period of time to maturity.

Stock-based compensation

Recently Issued Accounting Principles

The following accounting standards were issued as of December 26, 2011: ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820) – Improving Disclosures about Fair Value Measurements. This ASU affects all entities that are required to make disclosures about recurring and nonrecurring fair value measurements under FASB ASC Topic 820, originally issued as FASB Statement No. 157, Fair Value Measurements. The ASU requires certain new disclosures and clarifies two existing disclosure requirements. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years.

ASU 2011-04, Fair Value Measurement (Topic 820) – Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. This ASU supersedes most of the guidance in Topic 820, although many of the changes are clarifications of existing guidance or wording changes to align with IFRS 13. In addition, certain amendments in ASU 2011-04 change a particular principle or requirement for measuring fair value or disclosing information about fair value measurements. The amendments in ASU 2011-04 are effective for public entities for interim and annual periods beginning after December 15, 2011.

F-7

SECURE LUGGAGE SOLUTIONS, INC.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2013

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

In October 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-04, ''Technical Corrections and Improvements" in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.

In August 2012, the FASB issued ASU 2012-03, "Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)" in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 4 - IMPAIRMENT-LICENSE USE RIGHT

In 2011 the Company entered into an agreement to purchase licensing rights for their secure wrapping. The Company paid $30,000 in cash and issued 1,175,000 shares valued at .20 cents for a total amount of $265,000. The Company amortized this cost on a straight line basis over 10 years. At December 31, 2011 the Company impaired the balance remaining on the licensing rights of $242,917.

NOTE 5 - EQUITY

On April 11, 2011 the Company increased it authorized shares from 25,000,000 to 100,00,000 with a par value of $.0.001 and the creation of 20,000,000 shares of preferred stock with the same par. The effective date was April 4, 2011 which has been retrospectively applied to the financial statements presented.

During 2011 the Company issued 3,200,000 shares of common stock. Of this amount, 390,000 shares were issued for services valued at .20 or $78,000. 435,000 shares were issued for cash of $87,000. 1,175,000 shares were issued for the licensing agreement, later impaired of $235,000 and 1,200,000 shares for subscriptions previously entered into of $240,000.

In 2012 the Company issued 30,000 shares at market for an expense of $6,000.

NOTE 6 - RELATED PARTY TRANSACTIONS

In 2011 the Company incurred charges and expenses paid by officers in the amount of $150,080. At the year end the officers agreed to forgive the balance owed which was cumulative equaling $201 628. This amount was charged to additional paid in capital as debt forgiveness

In 2012 the officers paid for expenses of the company of $11,357. This amount was later forgiven and charged to paid in capital.

In 2013 the officers paid for expenses of the company of $9,347. This amount was later forgiven and charged to paid in capital.

NOTE 7 - INCOME TAX

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

F-8

SECURE LUGGAGE SOLUTIONS, INC.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2013

Net deferred tax assets consist of the following components as of December 31, 2013 and 2012:

	December 31,2013			December 31,2012
Deferred Tax Assets – Non-current:
NOL Carryover	$	290,381		$	281,034
Payroll Accrual		-			-
Less valuation allowance		(290,381	)		(281,034	)
Deferred tax assets, net of valuation allowance	$	-		$	-

The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the period ended December 31, 2013 and 2012 due to the following:

	2013			2012
Book Income	$	(9,347	)	$	(17,357	)
Meals and Entertainment		-			-
Stock for Services		-			6,000
Other					-
Valuation allowance		9,347			11,357
	$	-		$	-

F-9

SECURE LUGGAGE SOLUTIONS, INC.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2013

NOTE 7 - INCOME TAX (continued)

At December 31, 2013, the Company had net operating loss carry forwards of approximately $281,034 that may be offset against future taxable income from the year 2012 to 2027 No tax benefit has been reported in the December 31, 2013 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal Income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.

NOTE 8 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the filing date of these financial statements and has disclosed that there is one such events that are material to the financial statements to be disclosed:

1. In 2014 the Company incurred a change of control and change in business direction.

F-10

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