UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10−Q

(Mark One)

[X]

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

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

[ ]

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

For the transition period from ____________ to _____________

Commission File Number: 333-204518

DD’s Deluxe Rod Holder Inc.

(Exact Name of Registrant as Specified in Its Charter)

Nevada		61-1748028
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3^rdFloor, Golden Sunset Community, Wencang Village, Yueping Township, Yan Feng District,

Hengyang City, Hunan Province, China 421000

(Address of principal executive offices, Zip Code)

+86 ~~0734~~734-~~8476607~~847-6607

(Registrant’s telephone number, including area code)

Room 402, Unit 1, Building 1, No. 1 Huaxing Street,

Zhengxiang District, Hengyang City, Hunan

Province, China 421000

(Former name, former address and former fiscal year, if changed since last report)

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).. Yes [X] No [ ]

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

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [X]	Smaller reporting company [X]
	Emerging growth company [X]

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

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

~~The~~Securities ~~number~~registered ofpursuant ~~shares~~to ~~outstanding~~Section of12(b) ~~each~~ of the ~~issuer’s classes of common stock, as of November 19, 2018 is as follows~~Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		Not applicable		Not applicable

The number of shares outstanding of each of the issuer’s classes of common stock, as of May 10, 2019 is as follows:

Class of Securities		Shares Outstanding
Common Stock, $0.001 par value		234,000,000

DD’S DELUXE ROD HOLDER INC.

TABLE OF CONTENTS

~~PART I~~	PART I
~~FINANCIAL INFORMATION~~	FINANCIAL INFORMATION
Item 1.	Financial Statements.	1	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	12	35
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	14	42
Item 4.	Controls and Procedures.	15	42
~~PART II~~	PART II
~~OTHER INFORMATION~~	OTHER INFORMATION
Item 1.	Legal Proceedings.	16	43
Item 1A.	Risk Factors.	16	43
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	16	43
Item 3.	Defaults Upon Senior Securities.	16	43
Item 4.	Mine Safety Disclosures.	16	43
Item 5.	Other Information.	16	43
Item 6.	Exhibits.	16	43

PART I

FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS.

DD’S DELUXE ROD HOLDER INC.

CONDENSED FINANCIAL STATEMENTS

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

(Stated in US Dollars)

CONTENTS		Page Number
Unaudited Condensed Balance Sheets	2
Interim Condensed Consolidated Balance Sheets		2
Unaudited Condensed Statements of Operations and Comprehensive Loss	3
Interim Condensed Consolidated Statements of Operations and Comprehensive Loss		3
Unaudited Condensed Statements of Cash Flows	4
Interim Condensed Consolidated Statements of Stockholders’ Equity		4
Notes to Financial Statements	5 - 11
Interim Condensed Consolidated Statements of Cash Flows		5
Notes to Unaudited Interim Condensed Consolidated Financial Statements		6

DD’Ss ~~DELUXE~~Deluxe ~~ROD~~Rod ~~HOLDER,~~Holder ~~INC~~Inc.

~~UNAUDITED~~Interim ~~CONDENSED~~Condensed ~~BALANCE~~Consolidated ~~SHEETS~~Balance Sheets

AS OF SEPTEMBER 30, 2018 AND DECEMBER 31, 2017

	Note		March 31, 2019 (Unaudited)			December 31, 2018 (Audited)
ASSETS
Current assets
Cash and cash equivalents			$	117,319		$	327,640
Accounts receivable, net				-			17,308
Amount due from related parties		12		491,012			1,136,182
Prepayments and other current assets		6		1,181,005			436,977

Total current assets				1,789,336			1,918,107

Non-current assets
Property, plant and equipment, net		8		894,655			805,340
Intangible assets, net		10		13,069			13,097
Prepayments, net of current portion and other assets		7		153,914			214,374
Operating lease right-of-use assets		15		2,416,493			2,493,044
Total non-current assets				3,478,131			3,525,855

Total assets				5,267,467		$	5,443,962

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES
Current liabilities
Accounts payable, net				346,169			255,718
Operating lease obligations, current portion		15		559,218			441,781
Amount due to related parties		12		942,350			891,779
Accrued expenses and other payables		11		288,839			253,363
Total current liabilities				2,136,576			1,842,641

Non-current liabilities
Customer deposits and receipt in advance				509,208			107,629
Operating lease obligations, net of current portion		15		1,888,806			2,049,485
Total non-current liabilities				2,398,014			2,157,114

Total liabilities				4,534,590			3,999,755

STOCKHOLDERS’ EQUITY

DD’s Deluxe Rod Holder Inc.’s stockholders’ equity
Common stock, $0.001 par value, 2,000,000,000 shares authorized; 234,000,000 shares and 234,000,000 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively				234,000			234,000
Additional paid-in capital				5,880,723			5,880,723
Accumulated deficits				(5,455,272	)		(4,627,022	)
Accumulated other comprehensive income				56,146			(42,043	)
Total DD’s Deluxe Rod Holder Inc.’s stockholders’ equity				715,597			1,445,658

Noncontrolling interests				17,280			(1,451	)
Total shareholders’ equity				732,877			1,444,207

Total liabilities and stockholders’ equity			$	5,267,467		$	5,443,962

	September 30, 2018			December 31, 2017
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	-		$	8,227
Total Current Assets		-			8,227
Intangible Assets		-			1,860
TOTAL ASSETS	$	-		$	10,087
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Line of Credit	$	-		$	48,449
Accounts Payable		1,178			225
Related Party Payable		17,637			67,594
Accrued Liabilities		2,500			4,019
Total Current Liabilities		21,315			120,287
TOTAL LIABILITIES	$	21,315		$	120,287
Stockholders’ Deficit
Common stock, $0.001 par value, 120,000,000 shares authorized; 4,000,000 shares issued and outstanding		4,000			4,000
Additional paid in capital		170,273			36,000
Accumulated deficit		(195,588	)		(150,200	)
Total Stockholders’ Deficit	$	(21,315	)	$	(110,200	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	-		$	10,087

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

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

DD’Ss ~~DELUXE~~Deluxe ~~ROD~~Rod ~~HOLDER,~~Holder ~~INC~~Inc.

~~UNAUDITED~~Interim ~~CONDENSED~~Condensed ~~STATEMENTS~~Consolidated OFStatements ~~OPERATIONS~~of ~~AND~~Operations ~~COMPREHENSIVE~~and ~~LOSS~~Comprehensive Loss

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017

	Three-Month Period Ended March 31, 2019 (Unaudited)			Three-Month Period Ended March 31, 2018 (Unaudited)

Revenue	$	119,453		$	46,124
Costs of revenue		(200,981	)		(16,429	)
Gross (loss) / profit		(81,528	)		29,695

Operating expenses
Selling expenses		278,151			3,531
General and administrative expenses		572,817			663,594
Total operating expenses		850,968			667,125

Loss from operations		(932,496	)		(637,430	)

Other income (expense):
Bank charges		(1,444	)		(386	)
Interest income		149			2,078
Other finance expense		-			-
Exchange gain		600			29,053
Penalty		(593	)		-
Other expenses, net		(106	)		-
Total other income (expense)		1,394			30,745

Loss before income taxes		(933,890	)		(606,685	)

Provision for income taxes		-			-

Net loss		(933,890	)		(606,685	)
Net loss attributable to noncontrolling interests from continuing operations		(105,640	)		-
Net loss attributable to DD’s Deluxe Rod Holder Inc.		(828,250	)		(606,685	)

Foreign currency translation adjustment		98,819			10,652

Comprehensive loss		(835,701	)		(596,033	)
Comprehensive loss attributable to noncontrolling interests		(83,446	)		-
Comprehensive loss attributable to DD’s Deluxe Rod Holder Inc.	$	(752,255	)	$	(596,033	)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Sales - Net	$	-		$	-		$	-		$	-
Operating expenses
Legal and Professional		11,240			5,631			26,387			18,099
Accounting and Audit		2,500			2,600			8,900			12,425
Transfer agent and public company		-			1,390			7,000			2,615
General and administrative		42			46			197			91
Total operating expense		13,782			9,667			42,484			33,230
Loss from operations		(13,782	)		(9,667	)		(42,484	)		(33,230	)
Other income (expense)		-			-			(2,257	)		-
Interest income (expense)		-			(501	)		(647	)		(1,311	)
Total other expenses		-			(501	)		(2,904	)		(1,311	)
Income tax		-			-			-			-
Net loss	$	(13,782	)	$	(10,168	)	$	(45,388	)	$	(34,541	)
Net Loss per share of common stock – basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average number of shares outstanding – basic and diluted		4,000,000			4,000,000			4,000,000			4,000,000

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

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

DD’Ss ~~DELUXE~~Deluxe ~~ROD~~Rod ~~HOLDER,~~Holder ~~INC~~Inc.

~~UNAUDITED~~Interim ~~CONDENSED~~Condensed ~~STATEMENTS~~Consolidated OFStatements ~~CASH~~of ~~FLOWS~~Stockholders’ Equity

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017

	Number of Shares		Common stock		Additional paid-in capital		Accumulated deficits			Accumulated other comprehensive income/(loss)		Noncontrolling interests		Total stockholders’ equity
Balance, December 31, 2016 (Audited)		-	$	-	$	-	$	-		$	-	$	-	$	-
Restated – Outstanding shares of accounting acquirer		230,000,000		230,000		2,909,368		-			-		-		3,139,368
Stock to be issued		-		-		-		-			-		-		-
Net loss for the year		-		-		-		(888,882	)		-		-		(888,882	)
Foreign currency translation adjustment		-		-		-		-			5,568		-		5,568
Balance, December 31, 2017 (Audited)		230,000,000	$	230,000	$	2,909,368	$	(888,882	)	$	5,568	$	-	$	2,256,054
Cash contribution		-		-		1,385,435		-			-		-		1,385,435
Net loss for the period		-		-		-		(606,685	)		-		-		(606,685	)
Foreign currency translation adjustment		-		-		-		-			10,652		-		10,652
Balance, March 31, 2018 (Unaudited)		230,000,000	$	230,000	$	4,294,803		(1,495,567	)	$	16,220	$	-	$	3,045,456

	Nine Months ended
	Number of Shares			Common stock			Additional paid-in capital		Accumulated deficits			Accumulated other comprehensive income/(loss)			Noncontrolling interests			Total stockholders’ equity
	September 30,
Balance, December 31, 2016 (Audited)		-		$	-		$	-	$	-		$	-		$	-		$	-
	2018			2017
Restated – Outstanding shares of accounting acquirer		230,000,000			230,000			2,909,368		-			-			-			3,139,368
CASH FLOWS FROM OPERATING ACTIVITIES:
Stock to be issued		-			-			-		-			-			-			-
Net loss	$	(45,388	)	$	(34,541	)
Net loss for the year		-			-			-		(888,882	)		-			-			(888,882
Changes in operating assets and liabilities:
Foreign currency translation adjustment		-			-			-		-			5,568			-			5,568
Gain on change of control		13,589			-
Balance, December 31, 2017 (Audited)		230,000,000		$	230,000		$	2,909,368	$	(888,882	)	$	5,568		$	-		$	2,256,054
Impairment loss on assets		2,257			-
Reverse merger recapitalization		4,000,000			4,000			2,971,355		-			-			-			2,975,355
Accounts payable		1,178			200
Non-controlling interest		-			-			-		-			-			147,368			147,368
Legal fees payable		-			17,054
Net loss for the year		-			-			-		(3,738,140	)		-			(130,647	)		(3,868,787	)
Accrued liabilities		2,500			-
Foreign currency translation adjustment		-			-					-			(47,611	)		(18,172	)		(65,783	)
Accrued interest payable		-			1,312
Balance, December 31, 2018 (Audited)		234,000,000		$	234,000		$	5,880,723	$	(4,627,022	)	$	(42,043	)	$	(1,451	)	$	1,444,207
Net Cash Used in Operating Activities		(25,864	)		(15,975	)
Net loss		-			-			-		(828,250	)		-			(105,640	)		(933,890	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash contribution		-			-			-		-			-			84,006			84,006
Related party payables		17,637			-
Foreign currency translation adjustment		-			-			-		-			98,189			40,365			138,554
Borrowings under line of credit					18,000
Balance, March 31, 2019 (Unaudited)		234,000,000		$	234,000		$	5,880,723	$	(5,455,272	)	$	56,146		$	17,280		$	732,877
Net Cash Provided in Financing Activities		17,637			18,000
Net (decrease)/increase in cash and cash equivalents		(8,227	)		2,025
Cash and cash equivalents, beginning of period		8,227			10,892
Cash and cash equivalents, end of period	$	-		$	12,917
Supplemental cash flow information
Interest received	$	-		$	-
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-
Non-cash financing transactions:
Conversion of liabilities to additional paid in capitals from former shareholder’s assumption of liabilities	$	134,273		$	-

The accompanying notes are an integral part of these ~~unaudited~~interim condensed consolidated financial statements.

~~NOTE~~DD’s 1Deluxe -Rod ~~NATURE~~Holder ~~OF OPERATIONS~~Inc.

~~DD’s~~Interim ~~Deluxe~~Condensed ~~Rod~~Consolidated ~~Holder,~~Statements ~~Inc. (“Deluxe” or the “Company”) was incorporated on September 26, 2014 under the laws~~ of ~~the~~Cash State of Nevada. The business purpose of the Company is to sell, through its yet-to-be-developed, website, Deluxerodholder.com, a fishing rod holder primarily for use in the sport of ice fishing. The Company has selected December 31 as its fiscal year end.Flows

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

	Three-Month Period Ended March 31, 2019 (Unaudited)			Three-Month Period Ended March 31, 2018 (Unaudited)

Cash flows from operating activities:
Net loss	$	(933,890	)	$	(606,685	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation		51,347			2,486
Amortization		429			42
Amortization of right-of-use assets		136,901			13,261

Changes in operating assets and liabilities:
Accounts receivable, net		17,643			16,978	)
Deposits and other receivables, net		43,786			(4,436	)
Amount due from related parties		(7,691	)		(10,458	)
Prepaid expenses		(9,461	)		382,674
Other current assets		(5,883	)		-
Right-of-use assets obtained		-			(58,063	)
Accounts payable		87,324			-
Amount due to related parties		49,452			(31,174	)
Accrued expenses and other current liabilities		(34,962	)		(51,486	)
Customer deposits and deferred revenue		453,002			(43,103	)
Operating lease obligations		(95,613	)		75,450
Net cash (used in) operating activities		(247,616	)		(314,514)

Cash flows from investing activities:
Payment for equipment and intangible assets		(120,602	)		(75,725	)
Net cash (used in) investing activities		(120,602	)		(75,725	)

Cash flows from financing activities:
Proceeds from VIE share subscriptions		84,006			1,385,434
Net cash provided by financing activities		84,006			1,385,434

Effect of exchange rate changes on cash		73,891			88,130

Net (decrease) increase in cash and cash equivalents		(210,321	)		1,083,325

Cash and cash equivalents, beginning balance		327,640			2,481,392

Cash and cash equivalents, ending balance	$	117,319		$	3,564,717

Supplementary cash flows information:
Cash paid for interest	$	-		$	-
Cash paid for income tax	$	-		$	-

~~Basis~~The accompanying notes are an integral part of ~~Presentation~~these interim condensed consolidated financial statements.

This summary of significant accounting policies is presented to assist in understanding the financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States.

Going Concern

As shown in the accompanying financial statements, the Company has incurred operating losses since inception. As of September 30, 2018, the Company has no financial resources with which to achieve its objectives and obtain profitability and positive cash flows. As shown in the accompanying balance sheets and statements of operations, the Company has an accumulated deficit of $195,588. At September 30, 2018, the Company’s working capital deficit is a $21,315. Achievement of the Company’s objectives will be dependent upon the ability to obtain additional financing, and generate revenue from current and planned business operations, and control costs. The Company is in the development stage and has generated no operating income. The Company plans to fund its future operations by joint venturing or obtaining additional financing from investors and/or lenders. However, there is no assurance that the Company will be able to achieve these objectives, therefore substantial doubt about its ability to continue as a going concern exists. The financial statements do not include adjustments relating to the recoverability of recorded assets nor the implications of associated bankruptcy costs should the Company be unable to continue as a going concern.

Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant areas requiring the use of management assumptions and estimates relate to valuation of deferred tax and lives of intangible assets. Actual results could differ from these estimates and assumptions and could have a material effect on the Company’s reported financial position and results of operations.

~~Recent~~DD’s ~~Accounting~~Deluxe ~~Pronouncements~~Rod Holder Inc.

InNotes ~~January 2017, the FASB issued Accounting Standards Update No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (ASU 2017-01). The ASU provides guidance~~ to ~~evaluate~~Unaudited ~~whether~~Interim ~~transactions~~Condensed ~~should~~Consolidated beFinancial accounted for as acquisitions (or disposals) of assets or businesses. If substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single asset or a group of similar assets, the assets acquired (or disposed of) are not considered a business. The guidance will be applied prospectively for annual periods and interim periods beginning after December 15, 2017. We adopted this guidance effective January 1, 2018. The adoption of this guidance did not have a material impact on our financial position, results of operations, and disclosures.Statements

InNOTE ~~February~~1 ~~2018, the FASB issued Accounting Standards Update No. 2018~~-02 ~~Reclassification~~ORGANIZATION ofAND ~~Certain~~DESCRIPTION ~~Tax~~OF Effects from Accumulated Other Comprehensive Income (ASU 2018-02). The standard provides financial statement preparers with an option to reclassify stranded tax effects within Accumulated Other Comprehensive Income (AOCI) to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act (or portion thereof) is recorded. ASU 2018-02 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Company does not expect the adoption of this guidance to have a material impact on the Company’s condensed consolidated financial statements.BUSINESS

InDD’s ~~March~~Deluxe ~~2018,~~Rod ~~the~~Holder ~~FASB~~Inc. ~~issued~~(“Deluxe” ~~Accounting~~or ~~Standards~~the ~~Update~~“Company”) ~~No.~~was ~~2018-05,~~incorporated ~~Income~~on ~~Taxes~~September ~~(Topic 740)~~26, ~~Amendments~~2014 tounder ~~SEC~~the ~~Paragraphs~~laws ~~Pursuant~~of tothe ~~SEC~~State ~~Staff~~of ~~Accounting Bulletin No~~Nevada. ~~118~~On ~~(ASU~~June 15, 2018~~-05).~~, ~~The~~DD’s ~~ASU~~Deluxe ~~adds~~Rod ~~various~~Holder ~~Securities~~Inc. ~~and Exchange Commission~~ (“~~SEC~~DDLX”) ~~paragraphs~~ ~~pursuant~~entered tointo ~~the~~a ~~issuance~~definitive ofShare Exchange Agreement (the ~~December~~“Share ~~2017~~Exchange ~~SEC~~Agreement”) ~~Staff~~with ~~Accounting~~Golden ~~Bulletin~~Sunset ~~No.~~Group ~~118,~~Limited ~~Income~~(“GS ~~Tax~~Group”), ~~Accounting~~a ~~Implications~~Seychelles ofInternational ~~the~~Business ~~Tax~~Company, ~~Cuts~~ and ~~Jobs~~the ~~Act~~shareholders ~~(“SAB~~of ~~118”),~~GS ~~which~~Group ~~was~~(the ~~effective immediately~~“Shareholders”). The ~~SEC~~Share ~~issued~~Exchange ~~SAB 118 to address concerns~~Agreement ~~about~~is ~~reporting~~effective ~~entities’~~on ~~ability~~November to13, ~~timely~~2018. ~~comply~~Golden ~~with~~Sunset ~~the~~has ~~accounting~~460,000,000 ~~requirements~~shares to(“Ordinary ~~recognize~~Shares”), ~~all~~$0.00025 ofpar ~~the~~value per ~~effects~~share ofoutstanding (the ~~Tax~~ ~~Cuts~~“Golden ~~and~~Sunset ~~Jobs~~Shares”), ~~Act~~all ~~in the period~~ of ~~enactment.~~which ~~SAB~~are ~~118~~held ~~allows~~by ~~disclosure~~the ~~that~~Shareholders. ~~timely~~Each ~~determination~~Shareholder has ofagreed ~~some~~to ortransfer all of ~~the~~his, ~~income tax~~her ~~effects~~or ~~from~~its ~~the~~(hereinafter ~~Tax~~“its”) ~~Cuts~~Golden ~~and~~Sunset ~~Jobs~~Shares ~~Act~~in ~~are~~exchange ~~incomplete~~for byan ~~the~~aggregate, collectively ~~due~~for ~~date~~all Shareholders, of ~~the~~230,000,000 ~~financial~~newly ~~statements~~issued ~~and~~shares ifof ~~possible~~the tocommon ~~provide a~~stock, ~~reasonable estimate~~$0.001 Wepar ~~have~~value ~~accounted~~per ~~for~~share, ~~the tax effects~~ of DDLX (the ~~Tax~~“Common ~~Cuts~~Stock”) ~~and~~that ~~Jobs~~will, ~~Act~~in ~~under~~ the ~~guidance of SAB 118~~aggregate, onconstitute ~~a provisional~~approximately ~~basis~~98.3% ~~Our~~of ~~accounting~~the ~~for~~issued ~~certain~~and ~~income~~outstanding ~~tax~~capital stock ~~effects~~of isDDLX ~~incomplete,~~on ~~but~~a wefully ~~have~~diluted ~~determined~~basis ~~reasonable~~as ~~estimates~~of ~~for those effects~~ and ~~have~~immediately ~~recorded~~after ~~provisional~~the ~~amounts~~closing ~~in our condensed consolidated financial statements as~~ of ~~September~~the ~~30,~~share ~~2018 and~~exchange ~~December~~transaction. ~~31, 2017~~.

The share exchange transaction was accounted for as a “reverse merger” because the original stockholders of GS Group own a majority of the outstanding shares of DDLX’s common stock immediately following the completion of the transaction. GS Group was the legal acquiree but deemed to be the accounting acquirer; DDLX was the legal acquirer but deemed to be the accounting acquiree in the reverse merger. The historical financial statements prior to the acquisition are those of the accounting acquirer (GS Group). Historical stockholder’s equity of the accounting acquirer prior to the merger are retroactively restated (a recapitalization) for the equivalent number of shares received in the merger. After the completion of the transaction, the Company’s consolidated financial statements include the assets and liabilities operations and cash flow of the Company and its subsidiaries.

Golden Sunset Group Limited (“GS Group”) is an international business company formed under the laws of Republic of Seychelles (“Seychelles”) on June 28, 2017 as a holding company for Golden Sunset International Management Limited (“GS International”), a Seychelles International Business company formed on the same day. GS International is a wholly-owned subsidiary of GS Group.

Golden Sunset (Hongkong) Lodging Limited (“GS Hong Kong”), a holding company incorporated under the laws of Hong Kong Special Administrative Region on July 18, 2017. It was wholly owned by Ms. Quan, Jun until March 9, 2018 on which the entire equity interests was transferred to GS International.

GS Hong Kong owns 100% of the issued and outstanding equity interest in Xiao De Tian Xia (Shenzhen) Senior Care Management Services Limited, a People’s Republic of China company (“Xiao De Shenzhen”) incorporated on November 3, 2017. On March 13, 2018, Xiao De Shenzhen acquired 100% ownership interest of Shenzhen Golden Sunset Technology Limited (“GS Technology”), a PRC company incorporated on January 20, 2016. On November 6, 2017, Xiao De Shenzhen also contractually controlled and managed an operating company, Hunan Xiao De Tian Xia Senior Care Industry Management Limited., a People’s Republic of China company (“Xiao De Hunan”), which provides senior care management services.

Xiao De Hunan was incorporated in the People’s Republic of China on March 22, 2017. Its principal office is located in Yueping Retirement Home (Red Sunset Apartments), Yueping Town, Yangfeng District, Hengyang City. Xiao De Hunan provides a variety of services which include, but not limited to, service management, lodging management, training management and property management. It provides senior community care services such as preventive health check, rehabilitation support, transportation, housekeeping, laundry, wellness program, interactive classes and recreational activities through its branch, Hunan Xiao De Tian Xia Senior Care Industry Management Co. Ltd Community Senior Care Service Center (“the Branch”). The Branch was formed on December 20, 2017.

~~Cash~~Hunan Guanzizai Senior Care Services Co. Ltd. (“Hunan Guanzizai”) was formed in the People’s Republic of China on September 27, 2017 and ~~Cash~~is ~~Equivalents~~a wholly-owned subsidiary of Xiao De Hunan. This entity provides senior care personal services and recreational activities for the elderly communities in Hengyang City in Hunan Province, China.

~~For~~On July 30, 2018, Xiao De Tian Xia (Beijing) Senior Care Industry Management Co. Ltd (“Xiao De Beijing”) was incorporated in the ~~purposes~~People’s Republic of ~~the~~China ~~statement~~on July 30, 2018. The ownership interest of ~~cash~~Xiao ~~flows~~De Hunan in this entity is 70%. The remaining ownership interest, ~~the~~30%, ~~Company~~is ~~considers~~held ~~all~~by ~~highly~~a ~~liquid~~non-related ~~investments~~third ~~with~~party. ~~original~~This ~~maturities~~entity ofprovides ~~three~~senior care personal services and recreational ~~months~~activities orfor ~~less~~an ~~when~~elderly ~~acquired~~community tocenter bein ~~cash~~Beijing ~~equivalents~~city in China.

~~Intangible~~Xiao ~~Assets~~De Tian Xia (Tangshan) Senior Care Management Services Co. Ltd. (“Xiao De Tangshan”) was incorporated in the PRC on September 3, 2018. The ownership interest of Xiao De Shenzhen in this entity is 60% while the remaining ownership interest, 40%, is held by a non-related third party. This entity provides senior care personal services and recreational activities for six elderly community centers in Tangshan city in Hebei Province, China.

~~Intangible~~Xiao ~~assets~~De ~~with~~Tian ~~definite~~Xia ~~lives~~(Hubei) ~~are~~Senior ~~subject~~Care toManagement ~~amortization~~Services Co. AtLtd. ~~September~~(“Xiao ~~30,~~De ~~2018~~Hubei”) ~~and~~was ~~December~~incorporated ~~31,~~in ~~2017,~~the ~~such~~PRC ~~intangible~~on ~~assets consist~~September of30, ~~fees~~2018. ~~paid~~The toownership ~~the~~interest ~~United States Patent and Trademark Office on the filing~~ of aXiao ~~non-provisional~~De ~~patent~~Shenzhen ~~application~~in ~~which~~this ~~will be~~entity ~~amortized~~is on67% awhile ~~straight-line basis over~~ the ~~patent~~remaining ~~life~~ownership ofinterest, ~~20 years~~33%, ~~once~~is ~~approved. Intangible assets with definite lives are~~held ~~tested~~by ~~for~~a ~~impairment~~non-related ~~whenever~~third ~~events~~party. orThis ~~changes~~entity inprovides ~~circumstances~~senior ~~indicate~~care ~~the~~personal ~~carrying~~services ~~value~~and ~~may~~recreational ~~not~~activities befor ~~recoverable.~~an ~~These~~elderly ~~conditions~~community ~~may~~center ~~include~~in anWuhan ~~economic~~city ~~downturn, regulations, or a change~~ in ~~the~~Hubei ~~assessment of future operations. At September 30~~Province, ~~2018, none of the Company’s patent applications have been approved~~China.

~~Start~~On December 10, 2018, Xiao De Hunan acquired Hengyang City Red Sunset Tourism Development Co. Ltd. (“Red Sunset Tourism”) for a cash consideration of approximately $74,257 (RMB 510,000). Red Sunset Tourism was incorporated in Hengyang City, Hunan Province of the People’s Republic of China under the law of the People’s Republic of China (“PRC”) on January 8, 2008 and its office is located in High-upTechnology Zone of Hengyang City, Henan Province. Red Sunset Tourism primarily engages ~~Costs~~in organizing and coordinating domestic travel tours within the territory of PRC for the senior elderly in Henan Province and elderly residents of Hengyang City Yueping Retirement Home (Red Sunset Apartment). Red Sunset Tourism generates revenue through the group tour fee earned from organizing and coordinating travel tours for its tour participants. After the completion of the acquisition, the Company’s controlled Red Sunset Tourism through the subsidiaries of GS Group. The consolidated financial statements include the assets and liabilities, operations and cash flow of the Company and its entire subsidiaries of GS Group and Red Sunset Tourism.

InContractual ~~accordance with ASC 720-15-20, “Start-up Activities,” the Company expenses all costs incurred in connection with the start-up and organization of the Company.~~Arrangements

~~Office~~Although ~~Space~~current PRC regulations do not restrict or prohibit foreign investment in domestic Chinese companies that engage in businesses such as those of Xiao De Hunan and ~~Labor~~its subsidiaries, there is substantial uncertainty regarding the interpretation and application of such regulations. As such, Xiao De Hunan and its subsidiaries are controlled through contractual arrangements in lieu of direct equity ownership by the Company or any of its subsidiaries. Such contractual arrangements are comprised of a series of four agreements (collectively the “Contractual Arrangements”) which significant terms are shown as follows:

The Company’s sole Officer and Director will provide the labor required to execute the business plan and supply the necessary office space and facilities for the initial period of operations. The Company will recognize the fair value of services and office space provided by our sole Officer and Director as contributed capital in accordance with ASC 225-10-S99-4. From inception through September 30, 2018, the fair value of services and office space provided was estimated to be nil.

Financial Instruments

The Company’s financial instruments include cash and cash equivalents and line of credit. All instruments are accounted for on a historical cost basis, which, due to the short-term nature of these financial instruments approximates fair value at September 30, 2018.

~~Fair~~Exclusive ~~Value~~Service ~~Measures~~Agreement

~~When~~Pursuant ~~required~~ to ~~measure~~the ~~assets~~exclusive orservice ~~liabilities~~agreement atamong ~~fair~~Xiao ~~value~~De Shenzhen, ~~the~~Xiao ~~Company~~De ~~uses~~Hunan aand ~~fair~~its ~~value~~subsidiaries ~~hierarchy~~and ~~based~~its onshareholders, ~~the~~Xiao ~~level~~De ~~of independent,~~Shenzhen ~~objective~~is ~~evidence~~engaged ~~surrounding~~as ~~the~~exclusive ~~inputs~~provider ~~used.~~of ~~The~~management ~~Company~~consulting ~~determines~~services ~~the~~to ~~level~~Xiao ~~within~~De ~~the~~Hunan ~~fair~~and ~~value~~its ~~hierarchy~~subsidiaries. inFor ~~which~~such ~~the~~services, Xiao ~~fair~~De ~~value~~Hunan ~~measurements~~and inits ~~their~~subsidiaries ~~entirety~~agree ~~fall.~~to ~~The~~pay ~~categorization~~service ~~within~~fees ~~the~~determined ~~fair~~based ~~value~~on ~~hierarchy~~their isactual ~~based~~monthly ~~upon~~incomes ~~the~~from ~~lowest~~major ~~level~~business to ofXiao ~~input~~De ~~that~~Shenzhen. isThe ~~significant~~amount toof service fee from the ~~fair~~year ~~value~~2019 ~~measurement.~~onward ~~Level~~will 1be ~~uses~~negotiated ~~quoted~~on ~~prices~~January in1 ~~active~~each ~~markets~~year. ~~for~~Xiao ~~identical~~De ~~assets~~Shenzhen oris ~~liabilities,~~entitled ~~Level~~to 2the ~~uses~~rights ~~significant~~and ~~other~~responsibilities ~~observable~~of ~~inputs,~~Xiao De Hunan and ~~Level~~its 3subsidiaries ~~uses~~as ~~significant~~set ~~unobservable~~forth ~~inputs.~~under ~~The~~the ~~amount~~articles of association of ~~the~~Xiao ~~total~~De ~~gains~~Hunan. orThe ~~losses~~agreement ~~for~~provides ~~the~~that ~~period~~Xiao ~~are~~De ~~included~~Shenzhen inis ~~earnings~~authorized ~~that~~to, ~~are~~but ~~attributable~~not limited to, ~~the~~manage ~~change~~and incontrol ~~unrealized~~the ~~gains or~~daily ~~losses~~operation ~~relating~~and tointernal ~~those~~management ~~assets~~structure, ~~and~~manage ~~liabilities~~financial ~~still~~management, ~~held~~enter atand ~~the~~execute ~~reporting~~external ~~date.~~contracts, Athandle ~~September~~tax 30filings and payments, ~~2018~~direct and ~~December~~supervise ~~31,~~human ~~2017, the~~resources ~~Company~~including ~~had~~board noof ~~assets~~directors ornomination, ~~liabilities~~appointment ~~accounted~~of ~~for~~directors atand ~~fair~~officers, approve ~~value~~budgets onand acompensation ~~recurring~~plans, orresolve ~~nonrecurring~~capital ~~basis.~~structure, acquisitions and dissolutions

~~Loss~~The ~~Per~~agreement ~~Share~~remains in effect for 20 years until November 6, 2037 unless terminated by either party in writing. Until such termination, Xiao De Hunan and its subsidiaries may not enter into another agreement for the provision of management consulting services without the prior consent of Xiao De Shenzhen.

~~Basic~~Call ~~Earnings~~Option ~~Per Share (“EPS”) is computed as net income (loss) available to common stockholders divided by the weighted average number of common shares outstanding for the period.~~Agreements

~~Diluted~~Pursuant ~~EPS~~to ~~reflects~~the call option agreement between the ~~potential~~shareholders ~~dilution~~of ~~that~~Xiao ~~could~~De ~~occur~~Hunan ~~from~~and ~~common~~its ~~shares~~subsidiaries ~~issuable~~and ~~through~~Xiao ~~stock~~De ~~options~~Shenzhen, such shareholders jointly and ~~warrants.~~severally ~~The~~grant ~~Company~~Xiao De Shenzhen an option to purchase their equity interests in Xiao De Hunan and its subsidiaries. Xiao De Shenzhen has nothe ~~potentially~~right ~~dilutive~~to ~~securities~~determine the purchase price within the extent not exceeding the upper limit of shareholding ratio set forth under the PRC Law. Xiao De Shenzhen may exercise such asoption ~~options,~~at ~~warrants,~~any ortime ~~convertible~~until ~~bonds~~it ~~currently~~has ~~issued~~acquired all equity interests of such Xiao De Hunan and ~~outstanding.~~its ~~Consequently~~subsidiaries, ~~basic~~ and ~~diluted~~freely ~~earnings~~transfer ~~per~~the ~~share~~option ~~are~~to any third party. The agreement will terminate on the ~~same,~~date ason ~~shown~~which inall of the ~~Statement~~equity interests of ~~Operations~~such Xiao De Hunan and its subsidiaries has been transferred to Xiao De Shenzhen or its designee.

~~Income~~Equity ~~Taxes~~Pledge Agreements

~~The~~Pursuant ~~Company~~to ~~recognizes~~the ~~provision~~equity ~~for~~interest ~~income~~pledge ~~tax~~agreement ~~using~~between the ~~liability~~shareholders ~~method~~of each Xiao De Hunan and its subsidiaries and Xiao De Shenzhen, such shareholders pledge all of their equity interests in such Xiao De Hunan and its subsidiaries to Xiao De Shenzhen as collateral to secure the obligations of such Xiao De Hunan and its subsidiaries under the exclusive service agreement. ~~Deferred~~The ~~income~~shareholders ~~tax~~may not ~~liabilities~~transfer or ~~assets~~assign attransfer or assign the ~~end~~pledged ofequity interests, or incur or allow any encumbrance that would jeopardize ~~each~~Xiao ~~period~~De ~~are~~Shenzhen’s ~~determined~~interests, ~~using~~without Xiao De Shenzhen’s prior approval. In the ~~tax~~event ~~rates~~of ~~expected~~default, toXiao De Shenzhen as the pledgee will be entitled to certain rights and entitlements, including the priority in ~~effect~~receiving ~~when~~payments by the ~~taxes~~evaluation or ~~are~~proceeds ~~actually~~from ~~paid~~the auction or ~~recovered.~~sale Aof ~~valuation allowance~~whole isor ~~recognized~~part onof ~~deferred~~the ~~tax~~pledged ~~assets~~equity ~~when~~interests itof issuch ~~more~~Xiao ~~likely~~De ~~than~~Hunan ~~not~~and ~~that~~its ~~some~~subsidiaries. The oragreement will terminate on the date the shareholders have transferred all of ~~these~~their ~~deferred~~pledged ~~tax~~equity ~~assets~~interests ~~will not~~pursuant beto ~~realized.~~the option agreement

~~Commitments~~Shareholders’ ~~and~~Voting ~~contingencies~~Rights Proxy Agreements

~~Liabilities~~Pursuant ~~for~~to ~~loss~~the ~~contingencies~~shareholders’ ~~arising~~voting ~~from~~rights ~~claims~~proxy agreement between the shareholders of each Xiao De Hunan and its subsidiaries and Xiao De Shenzhen, ~~assessments~~such shareholders have given Xiao De Shenzhen an irrevocable proxy to act on their behalf on all matters pertaining to such Xiao De Hunan and its subsidiaries and to exercise all of their rights as shareholders of such Xiao De Hunan and its subsidiaries, including ~~litigation~~the right to attend shareholders meeting, ~~fines~~to exercise voting rights and ~~penalties~~to appoint and ~~other~~elect ~~sources~~officers ~~are~~in ~~recorded~~such ~~when~~Xiao itDe isHunan ~~probable~~and ~~that~~its asubsidiaries. ~~liability~~The ~~has~~agreement ~~been~~will ~~incurred~~be ~~and~~valid for 20 years from the ~~amount~~date of execution and automatically renew for another one year when the ~~assessment~~original ~~can~~or beextended ~~reasonably~~term ~~estimated~~of this agreement is due. ~~Management~~It ~~assessed~~will terminate at the earlier of (i) the date on which ~~that~~all of the ~~Company~~equity ~~was~~interests ~~not~~of ~~subject~~such Xiao De Hunan and its subsidiaries have been transferred to ~~any~~Xiao ~~capital~~De ~~commitments~~Shenzhen ~~that~~or ~~required~~(ii) on the date ~~accrual~~Xiao De Shenzhen gives a thirty-day notice in writing of ~~financial~~the ~~obligation~~cancellation of the renewal after the agreement is due.

~~Comprehensive~~As ~~income~~a result of the foregoing contractual arrangements, which give Xiao De Shenzhen effective control of Xiao De Hunan and its subsidiaries with an exclusive power to direct their operating and internal management activities that significantly impact their economic performance, obligate Xiao De Shenzhen to absorb all of the risk of loss from their activities, and enable Xiao De Shenzhen to receive all of their expected residual returns, the Company accounts for each Xiao De Hunan Tian Xia and its subsidiaries as a variable interest entity (“VIE”). Additionally, as the parent company of Xiao De Shenzhen, the Company is considered the primary beneficiary of Xiao De Hunan and its subsidiaries. Accordingly, the Company consolidates the accounts of Xiao De Hunan and its subsidiaries for the period ended December 31, 2017, in accordance with Regulation S-X-3A-02 promulgated by the Securities Exchange Commission, and Accounting Standards Codification (“ASC”) 810-10, Consolidation.

~~Comprehensive~~We ~~income~~refer ~~is defined~~ to ~~include~~DD’s ~~all~~Deluxe ~~changes~~Rod inHolder ~~equity~~Inc, ~~except~~its ~~those~~consolidated ~~resulting~~subsidiaries ~~from investments by owners~~ and ~~distributions~~variable tointerest ~~owners. Among~~entities ~~other~~collectively ~~disclosures, all items that are required to be recognized under current standards~~ as ~~components of comprehensive income~~“we”, ~~are~~“us” required to be reported in a financial statement that is presented with same prominence as other financial statements. The Company’s current component of other comprehensive income includes the foreign currency translation adjustment and ~~unrealized gain or loss~~“our”.

NOTE 32 – ~~LINE~~SIGNIFICANT OFACCOUNTING ~~CREDIT~~POLICIES

OnBasis ~~March 1, 2016, the Company entered into a short-term line~~ of credit agreement with Crest Business Solutions, LLC (“Crest”). The agreement provides that Crest will provide the Company with up to $50,000 via the line of credit. All amounts borrowed by the Company pursuant to the line of credit was due and payable (with accrued interest thereon) in one balloon payment on February 28, 2017. The Company had the option to extend the term of the line of credit for an additional year to February 28, 2018 which was exercised. Interest accrues on the principal amount borrowed pursuant to the line of credit at the rate of five percent per annum. Interest expense for the nine months period ended September 30, 2018 and 2017, was $647 and $810, respectively. Accrued interest payable at September 30, 2018 and December 31, 2017, was $0 and $4,019, respectively.Presentation

OnThe ~~April~~financial ~~11,~~statements ~~2018,~~included ~~the~~in ~~former~~this ~~director~~report ~~assumed~~have been prepared in accordance with generally accepted accounting principles in the ~~liability~~United States of ~~the~~America. ~~line~~This basis of ~~credit~~accounting ~~per~~involves ~~Assignment~~the application of ~~Rights~~accrual accounting and ~~Assumptions~~consequently, ofrevenues and ~~Liabilities~~gains are recognized when earned, and expenses and losses are recognized when incurred. Our financial statements are expressed ~~Agreement~~in U.S. dollars.

~~NOTE~~Principles 4of ~~– STOCKHOLDERS’ DEFICIT~~Consolidation

~~Common~~Our ~~Stock~~consolidated combined financial statements include the accounts of Deluxe, GS Group, its subsidiaries and its Variable Interest Entities (VIEs). All significant intercompany transactions balances among Deluxe, GS Group, its subsidiaries and its VIEs are eliminated upon consolidation. Since Xiao De Shenzhen and its VIEs are under common control, the contractual arrangements among Xiao De Shenzhen, its VIEs and their shareholders have been accounted for as a reorganization of entities, and the consolidation of its VIEs through the contractual arrangements has been accounted for at historical cost and prepared on the basis as if these agreements became effective as of the beginning of the first period presented in our consolidated financial statements.

AsConsolidated offinancial ~~September~~statements ~~30,~~prepared ~~2018,~~following ~~the~~a ~~Company~~reverse ~~has~~acquisition ~~120,000,000~~are ~~shares~~issued under the name of ~~common~~the ~~stock~~legal ~~authorized~~parent ~~with~~(accounting acquiree, i.e. DDLX) but as a ~~par~~continuation ~~value~~of the financial statements of ~~$0.001~~the ~~per~~legal ~~share~~subsidiary (accounting acquirer, i.e. ~~Founder~~GS Group) with an adjustment of retroactively restate on the stockholder’s equity to reflect the legal capital of the legal acquiree under ~~shares~~the name of ~~1,000,000~~legal ~~were~~parent. ~~issued~~This ~~during~~adjustment ~~2014~~is atrequired ato ~~price~~reflect the capital of ~~$0.01~~legal ~~per~~parent ~~share~~(the ~~for~~legal ~~$10,000~~acquirer ~~which~~or ~~was~~accounting acquiree) ~~used~~in ~~for~~the ~~organizational~~stockholder’s ~~costs~~equity item after the reverse acquisition. Comparative information presented in these financial ~~and~~statements ~~other~~also ~~working~~is retroactively adjusted to reflect the legal capital ~~requirements~~of the legal parent (legal acquirer or accounting acquiree).

On February 9, 2016, the Company issued 3,000,000 shares of its common stock for cash at $0.01 per share for a total of $30,000.

As of September 30, 2018, the Company had 4,000,000 shares of common stock issued and outstanding with a par value of $0.001 per share.

~~NOTE~~The 5interim –condensed ~~INCOME~~consolidated ~~TAXES~~financial statements include the accounts of DD’s Deluxe Rod Holder Inc. and the following subsidiaries:

The Company accounts for income taxes in accordance with U.S. GAAP for income taxes. Under the asset and liability method as required by this accounting standard, the recognition of deferred income tax liabilities and assets for the expected future tax consequences of temporary differences between the income tax basis and financial reporting basis of assets and liabilities. Provision for income taxes consists of taxes currently due plus deferred taxes.

Name of subsidiaries	Ownership / Deemed ownership			Place of incorporation	Capital
Golden Sunset Group Limited (“GS Group”)		100	%	Republic of Seychelles	$	115,000
Golden Sunset International Management Limited (“GS International”)		100	%	Republic of Seychelles	$	5
Golden Sunset (Hongkong) Lodging Limited (“GS Hong Kong”)		100	%	Hong Kong Special Kong Special Administrative Region	$	5
Xiao De Tian Xia (Shenzhen) Senior Care Service Management Co., Ltd. (“Xiao De Shenzhen”)		100	%	PRC		Nil
Shenzhen Golden Sunset Technology Limited (“GS Technology”)		100	%	PRC		Nil
Xiao De Tian Xia (Tangshan) Senior Care Service Management Co., Ltd (“Xiao De Tangshan”)		60	%	PRC	$	230,793
Xiao De Tian Xia (Hubei) Senior Care Services Co., Ltd (“Xiao De Hubei”)		67	%	PRC		118,597
Hunan Xiao De Tian Xia Senior Care Industry Management Co., Ltd (“Xiao De Hunan”)		100	%	PRC	$	1,512,951
Hunan Guanzizai Senior Care Services Co. Ltd (“Hunan Guanzizai”)		100	%	PRC	$	780,827
Beijing Xiao De Tian Xia Senior Care Industry Management Co., Ltd (“Xiao De Beijing”)		70	%	PRC	$	338,975
Hengyang City Red Sunset Tourism Development Co., Ltd (“Red Sunset Tourism”)		100	%	PRC	$	73,831

~~The~~Use ~~charge~~of ~~for~~Estimates ~~taxation~~and is based on the results for the fiscal year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.Assumptions

~~Deferred~~The ~~taxes~~preparation ~~are~~of ~~accounted~~financial ~~for~~statements ~~using~~in ~~the~~conformity ~~asset~~with ~~and~~generally ~~liability~~accepted ~~method~~accounting inprinciples ~~respect~~requires ofmanagement ~~temporary~~to ~~differences~~make ~~arising~~estimate and ~~from~~assumptions ~~differences~~that ~~between~~ impact the ~~carrying~~presented ~~amount~~amounts of assets and liabilities inand ~~the~~disclosure ~~consolidated~~of ~~financial~~contingent ~~statements~~assets and liabilities at the ~~corresponding~~date ~~tax~~of ~~basis used in~~ the ~~computation~~financial ofstatements ~~assessable~~and ~~tax~~the ~~profit.~~presented ~~Deferred~~amounts ~~tax~~of ~~liabilities~~revenues ~~are~~and ~~recognized~~expenses ~~for~~during ~~all~~the ~~future~~period. ~~taxable~~Actual ~~temporary~~results ~~differences.~~may ~~Deferred~~differ ~~tax~~from ~~assets~~those ~~are~~estimates. ~~recognized~~Significant toestimates for the ~~extent~~periods ~~that~~ended itMarch is31, ~~probable~~2019 ~~that~~and ~~taxable~~December ~~income~~31, ~~will~~2018 beinclude ~~available~~the ~~against which deductible~~collectability ~~temporary~~of ~~differences~~receivables, ~~can~~the beuseful ~~utilized.~~lives ~~Deferred~~of ~~tax~~long-lived isassets ~~calculated~~and ~~using~~intangibles, ~~tax~~assumptions ~~rates~~used ~~that~~in ~~are~~assessing ~~expected~~impairment toof ~~apply to the period when~~long-lived ~~the~~assets, ~~asset~~valuation isof ~~realized~~accruals orfor ~~the~~expenses ~~liability~~and istax ~~settled~~due.

Deferred tax is charged or credited in the operations of statement, except when it is related to items credited or charged directly to equity. 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. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.Reclassifications

OnWe ~~December~~have ~~22,~~reclassified ~~2017,~~certain ~~the~~prior ~~Tax~~period ~~Cuts~~amounts ~~and~~within ~~Jobs~~our ~~Act~~consolidated ~~(the~~financial ~~“Tax~~statements ~~Act”)~~and ~~was~~accompanying ~~enacted~~notes byto ~~the U.S. government which included a wide~~conform ~~range~~to ofour ~~tax~~current ~~reform~~period ~~affecting~~presentation. ~~businesses~~These ~~including~~reclassifications ~~the~~did ~~corporate~~not ~~tax~~affect ~~rates~~total revenue, ~~international~~operating ~~tax provisions~~income, ~~tax~~or ~~credits~~net ~~and deduction with majority of the tax provision effective after December 31, 2017~~income.

~~The~~Going ~~Tax~~Concern Act made broad and complex changes to the U.S. tax code, including, but not limited to, (i) reducing the U.S. federal corporate tax rate from 35 percent to 21 percent; and (ii) requiring companies to pay a one-time transition tax on certain unremitted earnings of foreign subsidiaries.Consideration

The ~~Tax~~ ~~Act~~accompanying ~~also~~financial ~~established~~statements ~~new~~have been ~~tax~~prepared ~~laws~~in ~~that~~conformity ~~affect~~with ~~2018,~~accounting ~~including,~~principles ~~but~~generally ~~not~~accepted ~~limited~~in ~~to:~~the ~~(i)~~United ~~the~~States ~~reduction~~of America which contemplate continuation of the UCompany as a going concern basis.S. ~~federal~~The ~~corporate tax~~going-concern ~~rate~~basis ~~discussed~~assumes ~~above;~~that ~~(ii)~~assets aare ~~general~~realized ~~elimination~~and liabilities are extinguished in the ordinary course of ~~U.S.~~business ~~federal~~at ~~income~~amounts ~~taxes~~disclosed on ~~dividends~~the ~~from~~financial ~~foreign~~statements. ~~subsidiaries;~~The ~~(iii)~~Company’s ability to continue as a ~~new~~going ~~provision~~concern ~~designed~~depends toon ~~tax~~the ~~global~~liquidation ~~intangible~~of ~~low-taxed~~its ~~income~~current ~~(“GILTI”);~~assets ~~(iv)~~and ~~the~~business ~~repeal~~developments. As of ~~the~~March ~~domestic~~31, ~~production~~2019, the Company ~~activity~~incurred ~~deductions;~~working ~~(v)~~capital ~~limitations~~deficit onof ~~the~~$347,240, ~~deductibility~~a ofcomprehensive ~~certain~~loss ~~executive~~of ~~compensation;~~$835,701 ~~(vi)~~and ~~limitations~~incurred ona ~~the~~negative ~~use~~operating cash flow of ~~foreign tax~~$247,616. ~~credits~~As toof ~~reduce~~March 31, 2018, the ~~U.S.~~Company ~~income~~also ~~tax~~incurred ~~liability;~~a ~~and~~comprehensive ~~(vii)~~loss of $596,033 and a ~~new~~negative ~~provision~~cash ~~that~~flow from ~~allows~~its aoperating ~~domestic~~activities ~~corporation~~of an$314,514. ~~immediate deduction~~These ~~for~~conditions araise ~~portion~~substantial doubt about the ability of ~~its~~the ~~foreign~~Company ~~derived~~to ~~intangible~~continue as ~~income~~a ~~(“FDII”)~~going concern.

~~The~~Our ~~Securities~~continuation ~~and~~as ~~Exchange~~a ~~Commission~~going ~~staff~~concern ~~issued~~is ~~Staff~~dependent ~~Accounting~~upon ~~Bulletin~~improving ~~(“SAB”)~~our ~~118,~~profitability ~~which~~and ~~provides guidance on accounting for~~ the ~~tax~~continuing ~~effects~~financial ofsupport ~~the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year~~ from ~~the~~ ~~Tax~~our ~~Act enactment date for companies to complete the related accounting under ASC 740, Accounting for Income Taxes~~stockholders. ~~In accordance~~ ~~with~~Our ~~SAB~~sources ~~118, a company must reflect the income tax effects~~ of ~~those~~capital ~~aspects~~in of the ~~Tax~~past ~~Act~~have ~~for~~included ~~which~~borrowings ~~the~~from ~~accounting~~our ~~under~~stockholders ~~ASC 740~~and isrelated ~~complete~~parties. ToWhile ~~the~~we ~~extent~~believe that aour existing ~~company’s~~shareholders ~~accounting~~and ~~for~~related aparties ~~certain~~will ~~income~~continue ~~tax~~to ~~effect~~provide of the ~~Tax~~additional ~~Act~~cash ~~is incomplete, but it is able~~ to ~~determine~~meet aour ~~reasonable~~obligations ~~estimate,~~as itthey ~~must record a provisional estimate in the financial statements. If a company~~become ~~cannot~~due, ~~determine~~there acan ~~provisional estimate to~~ be ~~included~~no inassurance ~~the~~that ~~financial~~we ~~statements,~~will itbe ~~should~~able ~~continue~~ to ~~apply~~raise ~~ASC~~such ~~740~~additional oncapital ~~the basis~~resources ofon ~~the~~satisfactory ~~provisions of the tax laws that were in effect immediately before the enactment of the Tax Act~~terms.

~~Certain activities~~We, ~~conducted~~through inour ~~foreign~~PRC ~~jurisdictions~~subsidiaries, ~~may~~continued ~~result~~to inexplore business opportunities with the ~~imposition~~local ofgovernment ~~U.S.~~agencies and ~~corporate~~senior ~~income~~care ~~taxes~~communities. onBy the ~~Company~~end ~~when its~~of ~~subsidiaries~~2018, ~~controlled~~Our ~~foreign~~VIE, ~~corporations~~Xiao ~~(“CFCs”),~~De ~~generate~~Hunan ~~income~~acquired ~~that~~Red isSunset ~~subject~~Tourism toin ~~Subpart~~order Fto orexpand ~~GILTI~~our senior ~~under~~community care services by coordinating group tour services to the Uelderly.S. ~~Internal~~Moreover, ~~Revenue~~Xiao ~~Code~~De ~~beginning~~Shenzhen ~~after~~also ~~December~~launched ~~31,~~a ~~2017.~~community care ~~Due~~prepaid card program and contracted a third party to promote the ~~complexity~~prepaid ofcard program among the ~~new~~senior ~~GILTI~~communities. ~~tax~~As ~~rules~~of March 31, ~~the Company~~2019, isthere ~~continuing~~were approximately 69 participants and approximately $509,208 has been received. To strive to ~~evaluate~~increase our revenue, in the ~~provision~~first quarter of ~~the~~2019, ~~Tax~~we ~~Act~~obtained ~~and~~a ~~the~~government ~~application~~contract ofthat ~~ASC~~allowed ~~740~~us to provide community care services to a community care center in Hubei. ~~The~~We ~~Company~~continued ~~will~~our ~~continue~~efforts in obtaining additional government contracts in other provinces. Moreover, GS Hong Kong is still negotiating with Sing Ho Trading Company to ~~analyze~~explore business opportunities and has remitted $731,336 for ~~the~~deposit. ~~full~~This ~~effects~~amount ofis ~~the~~refundable ~~Tax~~by ~~Act~~Sing onHo ~~its~~Trading ~~consolidated~~Company ~~financial~~if ~~statements~~new business is not established.

AnWe ~~uncertain~~believe ~~tax position is recognized as a benefit only if it is “more likely than not”~~ that ~~the~~our ~~tax~~current ~~position~~cash ~~would be~~and ~~sustained~~financing infrom aour ~~tax~~existing ~~examination,~~stockholders ~~with~~are aadequate ~~tax examination being presumed~~ to ~~occur.~~support ~~The~~operations ~~amount~~for ~~recognized~~at isleast the ~~largest amount~~ ofnext ~~tax~~12 ~~benefit that is greater than 50% likely of being realized on examination~~months. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. As of September 30, 2018, and December 31, 2017, the Company had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future.

~~NOTE~~Foreign 6Currency ~~– SUBSEQUENT EVENTS~~Translation

OnOur reporting ~~November~~currency ~~13, 2018~~is wethe ~~completed~~U.S. adollar. ~~reverse~~Our ~~acquisition~~subsidiaries ~~transaction~~in ~~with~~the ~~Golden~~PRC ~~Sunset~~and ~~pursuant~~Hong toKong use the ~~Share~~local ~~Exchange Agreement~~currencies, ~~whereby~~Renminbi we(RMB) ~~issued~~and toHong ~~the~~Kong ~~Shareholders~~Dollars ~~230,000,000~~(HKD) ~~shares~~as oftheir ~~our~~functional ~~common~~currencies ~~stock~~as indetermined ~~exchange~~based ~~for~~on ~~all~~the criteria of ~~the~~ASC ~~issued~~830, “Foreign Currency Translation”. Assets and ~~outstanding~~liabilities ~~capital~~are ~~stock~~translated ~~of Golden~~at ~~Sunset~~the unified exchange rate as quoted by the U.S. ~~Golden~~Federal ~~Sunset~~Reserve ~~thereby~~at the ~~became~~end ~~our~~of ~~wholly~~the ~~owned~~period. ~~subsidiary~~Income and expense accounts are translated at the ~~former~~average ~~stockholders~~translation ofrates ~~Golden~~the ~~Sunset~~equity ~~became~~accounts ~~our~~are translated ~~controlling~~at ~~stockholders~~historical rates. AsTranslation aadjustments ~~result~~resulting offrom this ~~transaction,~~process weare ~~ceased~~included toin beaccumulated aother ~~shell~~comprehensive ~~company~~income in ~~and~~the ~~through~~statement ~~our~~of ~~subsidiaries~~equity. Transaction gains and ~~affiliated~~losses that arise from exchange rate fluctuations on transactions denominated ~~entities,~~in wea currency other than the functional currency are ~~currently~~included ~~engaged~~in the results of operations as incurred. The resulting translation adjustments are reported under accumulated other comprehensive loss in the ~~elderly~~stockholders’ ~~care~~equity ~~business~~section of the balance sheets.

Below is a table with foreign exchange rates used for translation for the periods indicated:

Three-month period ended March 31, 2019 (Average Rate)	Hong Kong Dollar (HKD)		Chinese Renminbi (RMB)
United States dollar ($1)		7.8460		6.7447

As of March 31, 2019 (Closing Rate)
United States dollar ($1)		7.8498		6.7112

As of December 31, 2018

(Closing Rate)

Hong Kong Dollar

(HKD)

Chinese Renminbi
(RMB)

United States dollar ($1)

7.8305

6.8755

Three-month period ended March 31, 2018

(Average Rate)

Hong Kong Dollar

(HKD)

Chinese Renminbi
(RMB)

United States dollar ($1)

7.8279

6.3535

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. The Company maintains its deposits in financial institutions in the PRC and Hong Kong. Deposit accounts at insured banks and financial institutions in Hong Kong will be covered up to a limit of HKD500,000 (approximately US$ 63,696) by Hong Kong Deposit Protection Board in an event of bank failure. As of March 31, 2019 and December 31, 2018, cash balances, $117,319 and $305,416, respectively, held in the PRC banks are uninsured. Our subsidiaries in Hong Kong and PRC have not experienced any losses in bank accounts and believe they are not exposed to any risks on our cash in bank accounts.

Financial Instrument

The carrying amount reported in the balance sheet for cash, other receivables, accrued liabilities and other payables approximate fair value because of the immediate or short-term maturity of these financial instruments.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and impairment losses. Gains and losses on dispositions of property and equipment are included in operating income (loss). Repairs and maintenance are expensed as incurred.

Depreciation is provided over the estimated useful life of each class of depreciable assets and is computed using the straight-line method over the useful lives of the assets are as follows:

Classification		Estimated useful life
Leasehold improvements		5 years
Furniture & Fixtures		5 years
Computer Equipment		3-5 years
Office Equipment		3-5 years
Computer Software		5 years
Health Care Equipment		10 years
Motor vehicles		5 years

Capitalization of Software Costs

For costs incurred in the acquisition of internal use software, the Company capitalizes costs incurred upon purchase. Internal use software is amortized on a straight-line basis over its estimated useful life.

Impairment of Long-lived Assets

Long-lived assets, including buildings and intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize an impairment loss when estimated discounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. When the Company identifies an impairment, it reduces the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. As of March 31, 2019 and December 31, 2018, management determined that there was no impairment.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the identifiable assets acquired and liabilities assumed as a result of the Company’s acquisitions of interests in Red Sunset Tourism by our VIE, Xiao De Hunan, in the fourth quarter in 2018.

Goodwill is not depreciated or amortized but is tested for impairment at the reporting unit level at least on an annual basis, and between annual tests when an event occurs or circumstances change that could indicate that the asset might be impaired. The test consists of two steps. First, identify potential impairment by comparing the fair value of the reporting unit to its carrying amount, including goodwill. If the fair value of the reporting unit is greater than its carrying amount, goodwill is not considered impaired. Second, if there is impairment identified in the first step, an impairment loss is recognized for any excess of the carrying amount of the reporting units’ goodwill over the implied fair value of goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation, in accordance with ASC Topic 805 “Business Combinations.”

Goodwill is reviewed for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount may be impaired. The Company performs its annual impairment test of goodwill on December 31 of each fiscal year or whenever events of circumstances change or occur that would indicate that goodwill might be impaired. When assessing goodwill for impairment, the Company uses qualitative and if necessary, quantitative methods in accordance with FASB ASC Topic 350, “Goodwill”.

The Company’s goodwill is attributable to its reporting unit of VIEs within which Xiao De Hunan acquired Red Sunset Tourism on December 11, 2018. The Company performed the annual test on goodwill impairment for this reporting unit on December 31, 2018. See Note 9 for detailed disclosures about the impairment of goodwill and the related valuation technique(s) and inputs used in the fair value measurement for the Company’s goodwill.

For the year ended December 31, 2018, the Company recorded an impairment of goodwill in an amount of $177,954.

Noncontrolling Interest

Noncontrolling interest is accounted for in accordance with ASC Topic 810-10-45, which requires the Company to present noncontrolling interests as a separate component of total shareholders’ equity on the consolidated balance sheet and the consolidated net income/(loss) attributable to the parent and the noncontrolling interest identified and presented on the face of the consolidated statement of operations an comprehensive loss. ASC Topic 810-10-45 also requires that losses attributable to the parent and the noncontrolling interest in a subsidiary be attributed to those interests even if it results in a deficit noncontrolling interest balance.

Fair Values of Financial Instruments

ASC Topic 825, Financial Instruments (“Topic 825”) requires disclosure of fair value information of financial instruments, whether or not recognized in the balance sheets, for which it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instruments. Topic 825 excludes certain financial instruments and all non-financial assets and liabilities from its disclosure requirements. Accordingly, the aggregate fair value amounts do not represent the underlying value of the Company.

Disclosure requirements for fair value measures. The three levels are defined as follows:

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

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

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

The Company considers the carrying amount of cash, other receivables and other short-term payables, to approximate their fair values because of the short period of time between the origination of such instruments and their expected realization.

Comprehensive Income (Loss)

Other comprehensive income (loss) refers to revenues, expenses, gains and losses that under generally accepted accounting principles are included in comprehensive income (loss) but are excluded from net income (loss) as these amounts are recorded directly as an adjustment to stockholders’ equity. The Company’s other comprehensive income (loss) is comprised of foreign currency translation adjustments.

Revenue Recognition

We adopted FASB ASC Topic 606, Revenue from Contracts with Customers, or ASC Topic 606, under the full retrospective approach applied to its contracts entered since its inception date in March 2017. Since the Company adopted ASC Topic 606 since its inception date, the adoption of ASC 606 did not have a material impact on the measurement nor on the recognition of contracts as if it would have adopted ASC Topic 605 prior to January 1, 2018. The early adoption did not result in an adjustment to our retained earnings.

The five-step model defined by ASC Topic 606 requires us to (1) identify our contracts with customers, (2) identify our performance obligations under those contracts, (3) determine the transaction prices of those contracts, (4) allocate the transaction prices to our performance obligations in those contracts and (5) recognize revenue when each performance obligation under those contracts is satisfied. Revenue is recognized when promised goods or services are transferred to the customer in an amount that reflects the consideration expected in exchange for those goods or services.

Service management revenue – Service management relates to a service management agreement between Xiao De Hunan and Red Sunset Apartment. Pursuant to the agreement, Xiao De Hunan provides advisory and administrative services to Red Sunset Apartment.

Leasing revenue – This portion of our revenue relates to contracts with residents for leasing services at Red Sunset Apartment that are generally short term in nature with approximately from three months through one year and fall under FASB ASC Topic 842, Leases, which are specifically accounted outside the scope of ASC Topic 606.

Lodging management revenue – We provide referral service of senior residents of Hengyang City Yueping Retirement Home (Red Sunset Apartment) and lodging management to Red Sunset Tourism Development Co. Ltd.

Group tour revenue-Through Red Sunset Tourism which we acquired on December 11, 2018, we generate group tour revenue through organizing and coordinating travel tours for our elderly participants.

Operating revenue of the Company represents the selling price of services provided on invoice, net of a value-added tax (“VAT”).

Leases

On the inception date of a lease and upon any relevant amendments to such lease, we test the classification of such lease as either a direct financing lease or an operating lease. None of our leases have met any of the criteria to be classified as a direct financing lease under FASB ASC Topic 842, Leases, and, therefore, we have accounted for all of our leases as operating leases and recognized a right-of-use (ROU) in non-current assets and an operating lease liability in current and non-current liabilities on the consolidated balance sheet. ASC Topic 842 provides a practical expedient election that unless a practical expedient is available and elected, utilities reflect a nonlease component that both lessor and lessee must separate from the lease components and to which consideration in the contract must be allocated. We did not elect the practical expedient and accounted for utilities as a nonlease component.

Income Taxes

The Company accounts for income taxes using the liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance against deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date.

The Company applies ASC 740, Accounting for Income Taxes , to account for uncertainty in income taxes and the evaluation of a tax position is a two-step process. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50 percent likelihood of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met.

On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was enacted by the U.S. government which included a wide range of tax reform affecting businesses including the corporate tax rates, international tax provisions, tax credits and deduction with majority of the tax provision effective after December 31, 2017.

Certain activities conducted in foreign jurisdictions may result in the imposition of U.S. corporate income taxes on DDLX when its subsidiaries, controlled foreign corporations (“CFCs”), generate income that is subject to Subpart F or GILTI under the U.S. Internal Revenue Code beginning after December 31, 2017.

The Company did not accrue any liability, interest or penalties related to uncertain tax positions in our provision for income taxes line of our consolidated statements of operations for the three-month period ended March 31, 2019 and the year ended December 31, 2018. The Company does not expect that its assessment regarding unrecognized tax positions will materially change over the next 12 months.

Earnings per share

Basic earnings per share is computed by dividing net income by the weighted-average number of common shares outstanding during the year. Diluted earnings per share is computed by dividing net income by the weighted-average number of common shares and dilutive potential common shares outstanding during the year.

Recent Accounting Pronouncement

Recently adopted accounting pronouncements

Revenue Recognition: In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers: Topic 606 (ASU 2014-09), to supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 provides two application methods: (i) retrospective to each prior reporting period presented with the option to elect certain practical expedients as defined within ASU 2014-09 (full retrospective method); or (ii) retrospective with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application and providing certain additional disclosures as defined per ASU 2014-09 (modified retrospective method). The Company elected to apply the ASC Topic 606 by using full retrospective approach since its inception date in the current fiscal year.

Disclosure of Going Concern Uncertainties: In August 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (ASU 2014-15), to provide guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and to provide related footnote disclosures. We adopted this amendment since our inception date in the current fiscal year. The adoption of ASU 2014-15 did not have a material impact on the Company’s financial statements.

Balance Sheet Classification of Deferred Taxes : In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes which requires entities to present deferred tax assets and deferred tax liabilities as noncurrent on the consolidated balance sheet. The Company adopted this guidance since its inception date in the current fiscal year. The Company also adopted this guidance to present the deferred tax assets and deferred tax liabilities with a netted off amount in all period presented

Leases : In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which provides guidance on lease amendments to the FASB Accounting Standard Codification. Topic 842 changes how the definition of a lease is applied and judgment may be required in applying the definition of a lease to certain arrangements. The Company elected to early adopt the standard effective its inception date in the current fiscal year concurrent with the adoption of Topic 606 related to revenue recognition, using the full retrospective approach. In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases, to clarify how to apply certain aspects of the new leases standard. The clarifications address the rate implicit in the lease, impairment of the net investment in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase options, variable payments that depend on an index or rate and certain transition adjustments. These amendments have the same effective date and transition requirements as the new leases standard, as such the Company adopted the new ASU.

Stock-based Compensation: In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (ASU 2016-09). ASU 2016-09 changes how companies account for certain aspects of stock-based awards to employees, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. Current GAAP provides that excess tax benefits are recognized in additional paid-in capital whereas tax deficiencies are recognized either as an offset to accumulated excess tax benefit, if any, or in the income statement. Excess tax benefits are not recognized until the deduction reduces tax payable. Excess tax benefits must be separate from other income tax cash flows and classified as a financing activity. Under this amendment, all excess tax benefits and tax deficiencies should be recognized as income tax expense or benefit in the income statement. The tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they incur. Excess tax benefits are recognized regardless of whether the benefit reduces taxes payable in the current period and classified along with other income tax cash flows as an operating activity. The Company has made an accounting policy election to account for forfeitures when they occur. The Company adopted this amendments since its inception date in the current fiscal year. The adoption of this new guidance did not have a material impact on the Company’s consolidated financial statements.

Statement of Cash Flows: In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): “Restricted Cash” (“ASU 2016-18”). ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The adoption of this guidance will result in the inclusion of the restricted cash balances within the overall cash balance and removal of the changes in restricted cash activity, which are currently recognized in other financing activities, on the Statements of Consolidated Cash Flows. Furthermore, an additional reconciliation will be required to reconcile Cash and cash equivalents and restricted cash reported within the Consolidated Balance Sheets to sum to the total shown in the Statements of Consolidated Cash Flows. The Company has elected to adopt this update since its inception date in the current fiscal year. The adoption of this update does not have material impact to its consolidated financial statements.

Income Taxes : On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of US GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act. As of December 31, 2017, the Company has completed most of its accounting for the effects of the Tax Act based on the currently available information. The Company will monitor future guidance set forth by the Department of Treasury with regard to the Transition Tax provisions under the Act, and true up this estimate as appropriate within the one year measurement period. If revisions are needed as new information becomes available, the final determination of the deemed incremental income tax expense, deemed re-measurement of the deferred assets and liabilities or other applicable provisions of the Tax Act will be completed as additional information becomes available within the 12 months re-measurement period.

Business Combination: In January 2017, the FASB issued Accounting Standards Update No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (ASU 2017-01), which revises the definition of a business and provides new guidance in evaluating when a set of transferred assets and activities is a business. The amendments in this ASU provide a screen to determine when a set is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. If the screen is not met, the amendments in this ASU (1) require that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) remove the evaluation of whether a market participant could replace missing elements. The amendments provide a framework to assist entities in evaluating whether both an input and a substantive process are present. The framework includes two sets of criteria to consider that depend on whether a set has outputs. Although outputs are not required for a set to be a business, outputs generally are a key element of a business; therefore, the Board has developed more stringent criteria for sets without outputs. Lastly, the amendments in this ASU narrow the definition of the term output so that the term is consistent with how outputs are described in Topic 606. Public business entities should apply the amendments in this ASU to annual periods beginning after December 15, 2017, including interim periods within those periods. The amendments in this ASU should be applied prospectively on or after the effective date. No disclosures are required at transition. Based on the Company’s evaluation, the Company does not expect the adoption of these amendments to have a material impact on its consolidated financial position and results of operations.

Compensation - Stock Compensation: In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting , which is intended to align the accounting for share-based payment awards issued to employees and nonemployees, however, this amendment does not apply to instruments issued in a financing transaction nor to equity instruments granted to a customer under a contract in the scope of Topic 606. Currently, performance conditions are recognized once the performance conditions are met. Under this new amendment, equity-classified nonemployee share-based payments will be measured at the grant-date fair value and will be recognized based on the probable outcome of the performance conditions. This ASU is effective for fiscal periods beginning after December 15, 2018. The current stock-based compensation is granted to employees only when employees have subscribed the stock purchase plan and fulfilled their employment terms. Therefore, the impact of the adoption of this update on our consolidated financial statements is not significant.

Income Statement-Reporting Comprehensive Income: In February 2018, the FASB issued ASU No. 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, provides financial statement preparers with an option to reclassify stranded tax effects within AOCI to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act (or portion thereof) is recorded.

The ASU requires financial statement preparers to disclose:

●	A description of the accounting policy for releasing income tax effects from AOCI;
●	Whether they elect to reclassify the stranded income tax effects from the Tax Cuts and Jobs Act; and
●	Information about the other income tax effects that are reclassified.

The amendments affect any organization that is required to apply the provisions of Topic 220, Income Statement—Reporting Comprehensive Income, and has items of other comprehensive income for which the related tax effects are presented in other comprehensive income as required by GAAP. The amendments are effective for all organizations for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. Organizations should apply the proposed amendments either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The Company is currently evaluating this guidance and the impact it may have on the Company’s consolidated financial statements.

Codification Improvements: In July 2018, the FASB issued ASU No. 2018-09, Codification Improvements . This amendment makes changes to a variety of topics to clarify, correct errors in, or make minor improvements to the Accounting Standards Codification. The majority of the amendments in ASU 2018-09 are effective for periods beginning after December 15, 2018. The Company is currently evaluating this guidance and the impact it may have on the Company’s consolidated financial statements.

Fair Value Measurement: In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) . This update changes the fair value measurement disclosure requirements of ASC 820. The ASU modifies the disclosure objective paragraphs of ASC 820 to eliminate (1) “at a minimum” from the phrase “an entity shall disclose at a minimum” and (2) other similar “open-ended” disclosure requirements to promote the appropriate exercise of discretion by entities. The ASU also added new disclosure requirements for level 3 – changes in unrealized gains or losses. Entities are required to disclose the amount of total gains or losses for the period recognized in OCI that is attributable to fair value changes in assets and liabilities held as of the balance sheet date and categorized within Level 3 of the fair value hierarchy (see ASC 820-10-50-2(d)). This disclosure requirement is incremental to the existing requirement to disclose such total unrealized gains or losses for the period recognized in earnings (or changes in net assets) under ASC 820-10-50-2(d). This update is effective for all entities for fiscal years beginning after December 15, 2019, including interim periods therein. Early adoption is permitted for any eliminated or modified disclosure upon issuance of this ASU. The Company is evaluating this guidance and the impact it may have on the Company’s consolidated financial statements.

NOTE 3 – ACQUISITIONS

Acquisition of Tourism Business

On November 23, 2018, Xiao De Hunan entered into an equity transfer agreement with Xinhui Li, a Chinese citizen and the sole shareholder of Hengyang City Red Sunset Tourism Development Co., Ltd. (“Red Sunset Tourism”), pursuant to which Xiao De Hunan agreed to acquire 100% equity interest in Red Sunset Tourism from Mr. Li at the purchase price of RMB 510,000 (approximately $73,831, converted based on the spot rate of US dollar to Chinese Renminbi, $1 to RMB 6.9077, on December 10, 2018).

On December 10, 2018, Xiao De Hunan completed all the legitimate registration with related government authorities to update Red Sunset Tourism’s business license reflecting the change of its shareholder name to Xiao De Hunan. As a result, the equity transfer was consummated and completed.

The Company has included the results of operations of the acquired business in the consolidated statements of operations from the acquisition date. The assets acquired and liabilities assumed in Red Sunset Tourism have been recorded based on the fair value at the acquisition date. Goodwill represents the excess of the purchase price over the net tangible and intangible assets acquired and is not deductible for tax purposes.

The following table summarizes the fair value of assets acquired and liabilities assumed:

Total purchase price	$	73,831

Cash and restricted cash		5,041
Prepaid expenses and advance to suppliers		662
Amounts due from a related party		3,578
Property and equipment, net		-
Deposits-noncurrent		14,477
Total identifiable assets		23,758

Other payables and accrued liabilities		(6,662	)
Deferred rent		(869	)
Amount due to directors and related parties		(120,350	)
Total liabilities assumed		(127,881	)
Goodwill		177,954

Acquisition of the Operational Rights of the “Tangshan City 12349 Senior Care Service Center”

On November 21, 2018, our subsidiary, Xiao De Tangshan entered into an agreement with Tangshan City Civil Administration Bureau which approved the transfer of an operational right of the Tangshan City 12349 Senior Care Service Center (“12349 Center”) to Xiao De Tangshan. The operational right of 12349 Center was originally granted to Tangshan Qicheng Technology Co Ltd., which is a noncontrolling interest of Xiao De Tangshan on August 1, 2016. The ownership of 12349 Center still remains under Tangshan City Civil Administration Bureau. There was no cash consideration pursuant to the transfer and no goodwill was recognized.

NOTE 4- REVENUES

Adoption of ASC Topic 606, “Revenue from Contracts with Customers”.

Upon inception date in March 2017, we adopted ASC Topic 606, Revenue from Contracts with Customers, using the full retrospective method.

Lodging management revenue – We provide referral service of senior residents of Red Sunset Apartment and lodging management to Red Sunset Tourism.

Community care revenue – Our PRC entities and VIEs provide senior community care services such as preventive health check, rehabilitation support, transportation, housekeeping, laundry, wellness program, interactive classes and recreational activities. We charge the senior residents after we have provided such services. During 2018, we offered a prepayment options for those services. Starting the first quarter of 2019, we entered into service agreements with municipal offices that we were permitted to provide community care services to the local senior community care centers. The agreements provide that we receive government subsidies to support our operational costs as we incur in those community care centers. For the three-month period ended March 31, 2019, we earned approximately $2,965 (RMB20,000) government subsidy for the community care services provided in Hubei province Wuhan City Hangyang District Senior Community Center. The agreement provides that the final 20% of the subsidy amount is contingent upon the evaluation of our services by the municipal office.

Group tour revenue-Through Red Sunset Tourism which we acquired on December 11, 2018, we generate group tour revenue through organizing and coordinating travel tours for our elderly participants.

Operating revenue of the Company represents the selling price of services provided on invoice, net of a value-added tax (“VAT”).

The following table presents our revenue disaggregated by revenue source and timing of recognition. Value-added tax is excluded from revenues:

Major service lines	Three-Month Period Ended March 31, 2019 (Unaudited)		Three-Month Period Ended March 31, 2018 (Unaudited)
Service management	$	30,518	$	41,270
Leasing		9,091		-
Lodging management		-		4,854
Community care		67,005		-
Group tour		12,839		-
Total	$	119,453	$	46,124

Timing of recognition	Three-Month Period Ended March 31, 2019 (Unaudited)		Three-Month Period Ended March 31, 2018 (Unaudited)
Services transferred at a point in time	$	79,844	$	4,854
Services transferred over time		39,609		41,270
Total	$	119,453	$	46,124

Costs of revenue primarily include the following:

	●	Labor cost (salary and wages, employee benefits, labor unions, medical insurance)
	●	Transportation cost for elderly participants and staff members
	●	Uniform for staff members
	●	Meals and accommodation for elderly participants
	●	Property maintenance
	●	Depreciation
	●	Lease expense
	●	Utilities

These costs of revenue have been included in the various streams of services provided: service management, leasing, lodging management, community care and group tour:

	Three-Month Period Ended March 31, 2019 (Unaudited)		Three-Month Period Ended March 31, 2018 (Unaudited)
Service management	$	8,781	$	2,876
Leasing		371		-
Lodging management		-		6,124
Community care		147,845		7,390
Group tour		12,310		-
Depreciation		31,674		39
Total	$	200,981	$	16,429

NOTE 5 – VARIABLE INTEREST ENTITIES

On November 6, 2017, Xiao De Shenzhen entered into contractual agreements with Xiao De Hunan and its subsidiaries and its shareholders. The significant terms of the contractual agreements were summarized in “Note 1-Organization and Description of Business” above. As a result of the contractual agreements, we classify Xiao De Hunan and its subsidiaries as a variable interest entity (VIE).

VIEs are entities that have either a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support, or whose equity investors lack the characteristics of a controlling financial interest, such as through voting rights, exclusive power to direct operating and internal management activities that significantly impact economic performance, right to receive the expected residual returns of the entity or obligation to absorb the expected losses of the entity. The variable interest holder, if any, that has a controlling financial interest in a VIE is deemed to be the primary beneficiary and must consolidate the VIE. Xiao De Shenzhen is deemed to have a controlling financial interest and be the primary beneficiary of Xiao De Hunan and its subsidiaries because it has all of the following characteristics:

●	The power to direct activities of Xiao De Hunan and its subsidiaries that most significantly impact the economic performance of Xiao De Hunan and its subsidiaries.

●	The right to receive the expected residual returns of Xiao De Hunan and its subsidiaries.

●	The obligation to absorb the expected loss of Xiao De Hunan and its subsidiaries.

Pursuant to the contractual agreements, Xiao De Hunan and its subsidiaries agree to pay service fees based on their actual monthly incomes from major business to Xiao De Shenzhen. Xiao De Shenzhen is authorized to, but not limited to, manage and control the daily operation and internal management structure, manage financial management, enter and execute external contracts, handle tax filings and payments, direct and supervise human resources including board of directors nomination, appointment of directors and officers, approve budgets and compensation plans, resolve capital structure, acquisitions and dissolutions. The contractual agreements were designed so that Xiao De Hunan and its subsidiaries operate for the benefit of Xiao De Shenzhen and ultimately the Company.

Accordingly, the accounts of Xiao De Hunan and its subsidiaries are consolidated in the accompanying financial statements as provided under ASC 810-10, Consolidation. Their financial positions and results of operations are also included in the Company’s financial statements.

The carrying amount of the VIE’s consolidated assets and liabilities as of March 31, 2019 and December 31, 2018 was as follows:

	March 31, 2019 (Unaudited)		December 31, 2018 (Audited)
Current assets	$	4,217,381	$	4,321,731
Property and equipment, net		704,490		693,372
Other noncurrent assets		1,189,025		1,262,608
Total assets		6,110,896		6,277,711
Total liabilities		5,732,435		5,681,494
Net assets	$	378,460	$	596,217

The VIEs’ liabilities consisted of the following for the years ended March 31, 2019 and December 31, 2018:

	March 31, 2019 (Unaudited)		December 31, 2018 (Audited)
Current liabilities:
Accounts payable, net		12,128		61,542
Operating lease obligations-current		169,245		167,410
Amount due to related parties		4,399,972		4,296,446
Other current liabilities		210,568		192,862
Total current liabilities		4,791,913		4,718,260

Long term liabilities:
Operating lease obligations-non-current		940,522		963,234
Total non-current liabilities		940,522		963,234
Total liabilities	$	5,732,435	$	5,681,494

The operating results of the VIEs are as follows:

	Three-Month Period Ended March 31, 2019 (Unaudited)			Three-Month Period Ended March 31, 2018 (Unaudited)
Revenue	$	89,008		$	46,124
Gross (loss) / profit	$	(91,176	)	$	29,695
Loss from operations	$	(261,645	)	$	(77,318	)
Net loss	$	(261,882	)	$	(75,599	)

NOTE 6 – PREPAYMENTS AND OTHER CURRENT ASSETS

Prepayments and other current assets consisted of the following:

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

Prepaid professional fees	$	149,662	$	120,134
Prepaid rent		29,031		9,272
Prepaid repair and maintenance		5,921		29,089
Deposits		865,669		889,672
Staff advance		-		15,950
Prepaid supplies		118,710		12,524
Tax refund		197		152
Prepaid recruitment fee		433		-
Prepaid telecommunications		4,970		-
Prepaid insurance		541		-
Other current assets		5,871		59,391
Total prepayments and other current assets	$	1,181,005	$	1,136,182

Deposits mainly included $110,485 refundable security deposit of our operating leases of our administrative offices and community care centers in PRC and $731,336 to Sing Ho Trading Company, incorporated in Hong Kong, by GS Hong Kong for exploring potential new business opportunities. GS Hong Kong is still in the progress of negotiating with Sing Ho Trading Company for business opportunities. This deposit amount is refundable to GS Hong Kong if a new business is not established.

NOTE 7 - PREPAYMENTS, NET OF CURRENT PORTION AND OTHER ASSETS

Prepayments, net of current portion and other assets consisted of the following:

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

Prepaid repair and maintenance – non-current	$	19,238	$	54,276
Prepaid professional fee – non-current		96,980		134,097
Deposits – non current		14,900		14,544
Prepaid advertising-non-current		14,450		-
Prepaid telecommunications-non-current		4,099		-
Prepaid postal services-non-current		4,247		-
Others non-current assets		-		11,457
Total prepayments, net of current portion and other assets	$	153,914	$	214,374

NOTE 8 – PROPERTY AND EQUIPMENT, NET

Property, plant and equipment consisted of the following:

	March 31, 2019 (Unaudited)			December 31, 2018 (Reclassified)			Reclassification			December 31, 2018 (Audited)
Furniture and fixtures	$	116,631		$	99,542		$	(13,465	)	$	113,008
Equipment		398,074			375,515			(22,258	)		397,773
Motor vehicle		8,869			8,657						8,657
Leasehold improvement		489,904			387,237						387,237
Sub-total		1,013,478			870,952			(35,723	)		906,675
Less: accumulated depreciation		(118,823	)		(65,612	)		35,723			(101,335	)
Total property and equipment, net	$	894,655		$	805,340		$	-		$	805,340

The depreciation expense for three-month periods ended March 31, 2019 and 2018 was $51,288 and $2,485, respectively.

NOTE 9 – GOODWILL

The Company’s goodwill, $177,954, was attributable to the acquisition of Red Sunset Tourism by our VIE, Xiao De Hunan as discussed in Note 3.

The change in the carrying value of goodwill is as follows:

		Three-Month Period Ended March 31, 2019 (Unaudited)		As of December 31, 2018 (Audited)
Balance	$	-	$	-
Acquired goodwill		-		-
Impairment		-		-
Balance	$	-	$	-

In accordance with FASB ASC 350, “Intangibles – Goodwill and Other,” we perform goodwill impairment testing at least annually, unless indicators of impairment exist in interim periods. The impairment test for goodwill uses a two-step approach. Step one compares the estimated fair value of a reporting unit with goodwill to its carrying value. If the carrying value exceeds the estimated fair value, step two must be performed. Step two compares the carrying value of the reporting unit to the fair value of all of the assets and liabilities of the reporting unit (including any unrecognized intangibles) as if the reporting unit was acquired in a business combination. If the carrying amount of a reporting unit’s goodwill exceeds the implied fair value of its goodwill, an impairment loss is recognized in an amount equal to the excess.

For purposes of reviewing impairment and the recoverability of goodwill and other intangible assets, each of our operation constitutes a reporting unit and we must make various assumptions regarding estimated future cash flows and other factors in determining the fair values of the reporting unit. We perform an annual impairment review as of December 31, 2018.

On December 31, 2018, we performed our annual goodwill impairment test and estimated the fair value of our tourism reporting unit based on the income approach (also known as the discounted cash flow (“DCF”) method, which utilizes the present value of cash flows to estimate fair value). The future cash flows for our tourism operation (which we acquired on December 10, 2018) were projected based on our estimates, at that time, of future revenues, operating income and other factors (such as working capital). We took into account expected competitive tourism industry and market conditions, including expected local government subsidies for the elderly. Due to the uncertainty of the tourism development particularly in senior communities, we assumed growth rate estimates in our projections that were approximates to the estimated inflationary rate in the local area that we provide senior care and tourism services. The discount rates used in our DCF method were based on a weighted-average cost of capital (“WACC”) (borrowing rate for loans over 5 years provided by Bank of China) determined from relevant market comparisons (primarily the uncertainty of achieving projected operating cash flows). We then calculated a present value of the respective cash flows for each reporting unit to arrive at an estimate of fair value under the income approach. Under the income approach, we estimated a fair value based on comparable companies’ market multiples of revenues and earnings before interest, taxes, depreciation and amortization and factored in a control premium. Based on the aforementioned, we concluded that the estimated fair value, below the respective carrying value, determined under the income approach for our tourism reporting unit, as of December 31, 2018, was fairly conservative and reasonable. We concluded that the goodwill assigned to our tourism reporting unit, as of December 31, 2018, was impaired.

NOTE 10- INTANGIBLES, NET

Intangible assets consisted of the following:

	March 31, 2019 (Unaudited)			December 31, 2018 (Audited)
Software acquired	$	14,090		$	13,673
Less: accumulated amortization		(1,021	)		(576	)
Total intangibles, net	$	13,069		$	13,097

The amortization expense of the use of software acquired for the three-month periods ended March 31, 2019 and 2018 was $697 and $42, respectively.

The estimated amortization expense for each of the five succeeding years is as follows:

Year ending December 31,	Estimated amortization expense

2019	$	2,804
2020		2,804
2021		2,804
2022		2,804
2023		1,853
Thereafter		-
Total	$	13,069

NOTE 11 – ACCRUED EXPENSES AND OTHER PAYABLES

Accrued expenses and other payables as of March 31, 2019 and December 31, 2018 consisted of:

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

Staff deposits	$	-	$	291
Payroll payable		114,403		107,345
Customer deposits		69,405		12,773
Deferred rent		9,483		1,018
Taxes payable		3,970		4,744
Other accrued expenses and payables		91,578		127,192
Total accrued expenses and other payables	$	288,839	$	253,363

NOTE 12 – RELATED PARTY TRANSACTIONS

The following is a list of related parties to which the Company has transactions with:

(a)	Red Sunset Apartment, Ms. Ling Zhou is the Chief Executive Officer and Mr. Xinhui Li is the Director and Chief Executive Officer

(b)	Hunan Zhongfeng Investment Real Estate Co., Ltd., Ms. Ling Zhou and Ms. Jun Quan are the Directors and Mr. Xinhui Li is the Director and Chief Executive Officer

(c)	Shenzhen Dingda Sheng Trading Co., Ltd., Ms. Qin Zhang is the legal representative. She’s also a legal representative of Xiao De Tangshan

(d)	Tangshan Qicheng Technology Co. Ltd., one of the shareholders of Xiao De Tangshan.

(e)	Mr. Zhen Gao, one of the shareholders of Xiao De Beijing.

(f)	Gunda Holdings Limited, one of the shareholders of DDLX

(g)	Yingsheng Holdings Limited, one of the shareholders of DDLX and wholly owned by Ms. Jun Quan

(h)	Mr. Xinhui Li, the consultant of Xiao De Hunan and an immediate family member of Ms. Jun Quan.

(i)	Ms. Jun Quan, the Director of Golden Sunset Group Limited and a shareholder of DD Deluxe and Yingsheng Holdings Limited. She is also an immediate family member of Mr. Xinhui Li.

(j)	Ms. Zhenzhu Li, one of the shareholders of Xiao De Tian Xia (Hubei).

(k)	Ms.Erzhi Liu, one of the shareholders of Xiao De Tian Xia (Hubei).

(l)	Ms. Ling Liu, one of the shareholders and former Chief Executive Officer, President of DD’s Deluxe Rod Holder Inc.

(m)	Ms. Hui Liu, an Operation Manager of Hunan Guanzizai and a legal representative of Hunan Chunyi Culture Communication Co. Ltd.

Amounts due from related parties

Amounts due from related parties consisted of the following as of the periods indicated:

Name of related parties	March 31, 2019 (Unaudited)		December 31, 2018 (Audited)

Red Sunset Apartment (a) (1)	$	203,663	$	225,415
Hunan Zhongfeng Investment Real Estate Co., Ltd. (b) (2)		2,980		2,909
Shenzhen Dingda Sheng Trading Co. Ltd. (c ) (3)		62,582		61,086
Tangshan Qicheng Technology Co., Ltd. (d) (4)		72,140		70,278
Mr. Zhen Gao (e) (5)		102,813		76,358
Gunda Holdings Limited (f) (6)		477		465
Yingsheng Holdings Limited (g) (7)		477		465
Ms. Zhenzhu Li (j)(13)		20,265		-
Ms. Erzhi Liu (k)(14)		19,073		-
Ms. Ling Liu (l)(15)		6,542		-
Total	$	491,012	$	436,977

Amounts due to related parties

Amounts due to related parties consisted of the following as of the periods indicated:

Name of related parties	March 31, 2019 (Unaudited)		December 31, 2018 (Audited)

Red Sunset Apartment (a) (8)	$	4,213	$	4,078
Tangshan Qicheng Technology Co., Ltd. (d) (9)				4,496
Mr. Zhen Gao (e) (10)				2,744
Mr. Xinhui Li (h) (11)		41,193		40,208
Ms. Jun Quan (i) (12)		895,826		840,254
Mr. Hui Liu (m) (16)		1,118		-
Total	$	942,350	$	891,780

(1)	The amount due from Red Sunset Apartment to Xiao De Hunan related to the service management fee payable to Xiao De Hunan.

(2)	The amount due from Hunan Zhongfeng Investment Real Estate Co., Ltd. was the membership fee to the Chamber of Commerce paid by Xiao De Hunan on behalf of Zhongfeng Investment Real Estate Co. Ltd.

(3)	The amount receivable from Shenzhen Dingda Sheng Trading Co. Ltd. was pertinent to the operational support of this entity.

(4)	The amount receivable from Tangshan Qicheng Technology Co., Ltd related to the capital financing provided by Xiao De Shenzhen to Tangshan Qicheng Technology Co. Ltd.

(5)	The amount receivable from Mr. Zhen Gao related to the capital financing provided by Xiao De Hunan to Mr. Gao.

(6)	Xiao De Shenzhen paid business registration fee to Republic of Seychelles on behalf of Gunda Holdings Limited

(7)	Xiao De Shenzhen paid business registration fee to Republic of Seychelles on behalf of Yingsheng Holdings Limited

(8)	The amount payable to Red Sunset Apartment was pertinent to the group tour fee paid on behalf of Red Sunset Tourism.

(9)	Tangshan Qicheng Technology Co., Ltd paid salary and wages as well as other administrative expenses on behalf of Xiao De Tangshan

(10)	Mr. Gao paid administrative expenses on behalf of Xiao De Beijing

(11)	The amount payable to Mr. Li was the operational support for Red Sunset Tourism.

(12)	Ms. Jun Quan made payments to the third parties for the the business operations of Golden Sunset (Lodging) Hongkong, Red Sunset Apartment and DD’s Deluxe Rod Holder Inc.

(13)	The amount receivable from Ms. Zhenzhu Li related to the capital financing provided by Xiao De Shenzhen to Ms. Li.

(14)	The amount receivable from Ms. Erzhi Liu related to the capital financing provided by Xiao De Shenzhen to Ms. Liu.

(15)	Ms. Liu sold her ownership interest to a third party and is obligated to pay commission fee to the transfer agent. Xiao De Shenzhen paid the commission to the transfer agent on behalf of Ms. Liu.

(16)	Mr. Liu made payments to the third parties for the purchase of food and supplies on behalf of Hunan Guanzizai

Non-cash transactions-related parties

There was no non-cash transaction between related parties for the three-month periods ended March 31, 2019 and 2018.

NOTE 13 – INCOME TAXES

We are subject to income taxes in the U.S. and foreign jurisdictions. Significant judgements and estimates are required in evaluating our uncertain tax positions and provision for income taxes.

Tax Cuts and Jobs Act Enacted in 2017

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act makes broad and complex changes to the U.S. tax code, including, but not limited to, (1) reducing the U.S. federal corporate income tax rate from 35 percent to 21 percent; (2) requiring companies to pay a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries; (3) generally eliminating U.S. federal corporate income taxes on dividends from foreign subsidiaries; (4) providing modification to subpart F provisions and new taxes on certain foreign earnings such as Global Intangible Low-Taxed Income (GILTI). Except for the one-time transition tax, most of these provisions go into effect starting January 1, 2018.

The Global Intangible Low-taxed Income (GILTI) is a new provision introduced by the Tax Cuts and Jobs Act. U.S. shareholders, who are domestic corporations, of controlled foreign corporations (CFCs) are eligible for up to an 80% deemed paid foreign tax credit (FTC) and a 50% deduction of the current year inclusion with the full amount of the Section 78 gross-up subject to limitation. This new provision is effective for tax years of foreign corporations beginning after December 31, 2017. The Company has evaluated whether it has additional provision amount resulted by the GILTI inclusion on current earnings and profits of its foreign controlled corporations. The Company has made an accounting policy choice of treating taxes due on future U.S. inclusions in taxable amount related to GILTI as a current period expense when incurred. As of March 31, 2019, the Company does not have any aggregated positive tested income; and as such, does not have additional provision amount recorded for GILTI tax

Our effective rate for the three-month periods ended March 31, 2019 and 2018 was 0% and 0%, respectively. Our effective tax rate for the three-month period ended March 31, 2019 was lower than the U.S. federal statutory rate, primarily due to the fact that our subsidiaries and VIEs incurred book and tax losses. Our effective tax rate for the three-month period ended March 31, 2018 was lower than the U.S. federal statutory rate, primarily due to the fact that our subsidiaries and VIEs incurred book and tax losses.

NOTE 14- EARNINGS/(LOSS) PER SHARE

Basic earnings/(loss) per share is computed by dividing net income/(loss) by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted-average number of common shares and dilutive potential common shares outstanding during the period. Diluted loss per share will not be computed because of the anti-dilutive effect.

	Three-Month Period Ended March 31, 2019			Three-Month Period Ended March 31, 2018

Numerator:
Net loss attributable to the Company		(828,250	)	$	(606,685	)
Denominator:
Weighted-average shares outstanding-Basic		234,000,000			230,000,000
Stock options and restricted shares
Weighted-average shares outstanding-Diluted		234,000,000			230,000,000

Loss per share
-Basic and Diluted		(0.0035	)		(0.0026	)

NOTE 15 - COMMITMENTS AND CONTINGENCIES

Purchase Commitments

The Company entered into service commitments, which are cancellable without significant penalties, with multiple service providers which will render the following services: legal and professional services approximately $129,183, telecommunication services approximately $1,129, advertising services approximately $60,042 and marketing services approximately $203,683 in 2019 and 2020.

Operating Leases

The Company entered into various operating leases for its office and community care centers in Hengyang city, Hunan Province, Beijing and Tangshan City, Hebei Province, Wuhan City, Hubei Province as well as an office in Shenzhen City, Guangdong Province, PRC since 2017.

Related party leases

On May 1, 2017, a lease arrangement for our office in Hengyang city, Hunan Province was entered into between Xiao De Hunan and Red Sunset Apartment which is formed in the Hengyang city, Hunan Province, PRC and owned by Mr. Xinhui Li who is also the consultant of Xiao De Hunan. The lease with the related party is classified in accordance with the lease classification criteria applicable to all other leases on the basis of the legally enforceable terms and conditions. Xiao De Hunan leased 6 units from Red Sunset Apartment for our administrative office. Our annual rent payments for this lease RMB12,000 (approximately US$1,779). The lease term is five years and will expire on April 30, 2022.

ASC Topic 842 provides a practical expedient election that unless a practical expedient is available and elected, utilities reflect a nonlease component that both lessor and lessee must separate from the lease components and to which consideration in the contract must be allocated. We did not elect the practical expedient; accordingly, we separately accounted for utilities as a nonlease component.

The lease expense for this lease arrangement for the three-month periods ended March 31, 2019 and 2018 was RMB3,000 (approximately US$445) and RMB3,000 (approximately US$472), respectively. The right-of-use balance of this lease as of March 31, 2019 and December 31, 2018 was RMB34,276 (approximately US$5,107) and RMB36,835 (approximately US$5,362), respectively. The lease liability as of March 31, 2019 and December 31, 2018 was RMB34,276 (approximately US$5,107) and RMB 36,835 (approximately US$5,362), respectively.

The Company leases real estate under non-cancellable operating leases.

The components of lease expense were as follows:

	Three-Month Period Ended March 31, 2019 (Unaudited)		Three-Month Period Ended March 31, 2018 (Unaudited)

Operating lease cost	$	181,588	$	109,880

Total lease cost	$	181,588	$	109,880

Other information related to leases was as follows:

	Three-Month Period Ended March 31, 2019 (Unaudited)			Three-Month Period Ended March 31, 2018 (Unaudited)

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	115,494		$	80,254

Right-of-use assets obtained in exchange for lease obligations
Operating leases		71,918			205,524

Weighted average remaining lease term (years)
Operating leases		4.73			6.06

Weighted average discount rate
Operating leases		4.83	%		4.90	%

Future minimum lease payments under non-cancellable leases as of March 31, 2019 were as follows:

	Operating Leases
2019	$	427,270
2020		661,214
2021		701,335
2022		507,352
2023		127,808
Thereafter		354,553
Total future lease payments		2,779,532
Less: Amount representing interest		331,508
Present value of future payments		2,448,024
Less: Current portion		559,218
Long-term portion	$	1,888,806

NOTE 16 - SUBSEQUENT EVENTS

On April 23, 2019, Xiao De Hubei entered into an agreement with Wuhan City Han Xing Street Municipal Office that Xiao De Hubei was permitted to provide community care services to Han Xing Street Elderly Community Care Service Center from April 24, 2019 through April 23, 2020. Xiao De Hubei will be granted government subsidy in an annual amount of approximately $28,170 (RMB190,000) to support its operational cost incurred for the Han Xing Street Elderly Community Care Service Center. The municipal office will offer 60% of the subsidy amount, approximately $16,900, (RMB114,000), to Xiao De Hubei in 30 days after the agreement was signed. The remaining subsidy amount, RMB76,000, is subject to the evaluation by the municipal office after one year. Xiao De Hubei will be entitled to the full remaining subsidy amount if it earns 90 points (out of 100 points) in the evaluation. Approximately $148 (RMB1,000) will be reduced for each point discounted.

On April 23, 2019, Xiao De Hubei entered into agreement with Hubei Hubei Yangtze Long Shang Media Group Co. Ltd. for producing the content of the promotional and marketing television series to be broadcasted on Hubei Long Shang Television Channel Network from April 23, 2019 through April 22, 2020. The broadcasting promotes the senior community care services to be provided by Xiao De Hubei. The estimated fee for the production is approximately $74,130 (RMB500,000) which will be settled in four installments.

On May 5, 2019, Xiao De Shenzhen entered into an agreement with Tangshan Yicheng Construction and Design Co., Limited for the leasehold improvement project of Luanjie Hotel in Tangshan City. The project is expected to start in May 2019 and completed in 30 days. The total estimate budget of the project is approximately $32,370 (RMB218,345). The agreement is cancellable with early termination fee.

Other than the aforementioned, the Company evaluated and concluded that no other significant subsequent events have occurred that would require recognition or disclosure in the interim condensed consolidated financial statements.

ITEM 2.

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

The following management’s discussion and analysis should be read in conjunction with our financial statements and the notes thereto and the other financial information appearing elsewhere in this report. In addition to historical information, the following discussion contains certain forward-looking information. Our financial statements are prepared in U.S. dollars and in accordance with U.S. GAAP.

Special Note Regarding Forward Looking Statements

In addition to historical information, this report contains forward-looking statements. We use words such as “believe,” “expect,” “anticipate,” “project,” “target,” “plan,” “optimistic,” “intend,” “aim,” “will” or similar expressions which are intended to identify forward-looking statements. ~~Forward-looking~~Such statements ~~speak~~include, ~~only~~among ~~as of the date they are made~~others, ~~are~~those ~~based~~concerning onmarket ~~various~~and ~~underlying~~industry ~~assumptions~~segment ~~and current~~growth; ~~expectations~~any ~~about~~projections ~~the~~of ~~future. Accordingly~~earnings, revenue, ~~such~~margins ~~information~~or ~~should~~other ~~not~~financial beitems; ~~regarded~~any asstatements ~~representations~~of ~~that~~ the ~~results or~~plans, ~~conditions~~strategies ~~described~~and inobjectives ~~such~~of ~~statements~~management orfor ~~that~~future ~~our~~operations; any ~~objectives~~statements ~~and~~regarding ~~plans~~future ~~will~~economic beconditions ~~achieved~~or ~~and~~performance; weas dowell ~~not~~as ~~assume~~all ~~any~~assumptions, ~~responsibility for~~expectations, ~~the~~predictions, ~~accuracy~~ intentions or ~~completeness~~beliefs ofabout ~~any~~future ~~of these forward-looking statements~~events. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, including those identified in this annual report, as well as assumptions, which, if they were to ever materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements.

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

Overview

We were incorporated on September 26, 2014 under the laws of the state of Nevada. We originally intended to build our business by developing, marketing and selling a fishing rod holder for use primarily by ice-fisherman. However, we have conducted limited operations and have had no operating revenues since inception. On ~~April~~June 1115, 2018, aswe aentered ~~result~~into of a ~~private~~definitive ~~transaction,~~Share ~~1,000,000 shares~~Exchange ~~of common stock of~~ Agreement (the ~~Company,~~“Share ~~representing~~Exchange ~~25%~~Agreement”) ofwith ~~the~~Golden ~~issued~~Sunset ~~and~~Group ~~outstanding~~Limited, ~~share~~a ~~capital~~Seychelles ofInternational ~~the~~Business Company ~~on a fully-diluted~~(“GS ~~basis~~Group”), ~~were~~and ~~transferred from~~ the ~~Company’s~~shareholders ~~former~~of ~~sole~~GS ~~officer~~Group ~~and~~(the ~~director,~~“Shareholders”). ~~Desmond~~Pursuant ~~Deschambeault~~ to ~~Liu Ling. The consideration paid for~~ the ~~shares~~Share ~~was~~Exchange ~~$100~~Agreement,~~000.~~ ~~Liu~~on November ~~Ling acquired an additional 1~~13,~~200,000~~ ~~shares of Common Stock from several non-affiliate shareholders~~2018, ~~representing~~we ~~30%~~acquired all of the ~~issued and~~ outstanding ~~share~~shares ~~capital~~ of ~~the~~GS ~~Company~~Group onby aissuing ~~fully-diluted~~230,000,000 ~~basis.~~shares ~~The~~of ~~consideration paid~~our ~~for~~common ~~these shares was $122~~stock,~~040.72.~~ Aswhich in athe ~~result~~aggregate, ~~Liu~~constitute ~~Ling~~approximately ~~acquired a total of 55~~98.3% of the issued and outstanding ~~share~~ capital of ~~the~~stock ~~Company~~of us on a fully- diluted basis~~, which caused a change in control of the Company~~.

~~Upon the~~As ~~change~~a result of ~~control~~our acquisition of ~~the~~GS ~~Company~~Group, we ~~which~~are ~~occurred~~now onengaged ~~April~~in ~~11,~~the ~~2018,~~business ~~Desmond~~of ~~Deschambeault~~senior ~~ceased~~care toservices. beSpecifically ~~the~~through ~~Company’s~~our subsidiaries and affiliated ~~President~~entities located in Beijing, ~~Treasurer~~Shenzhen, ~~Secretary~~Tangshan, Hunan and ~~Director.~~Wuhan, Atwe are involved in the ~~same~~business ~~time,~~of ~~Liu~~providing ~~Ling~~comprehensive ~~became~~online and ~~the~~offline ~~new~~services ~~President,~~to ~~CEO,~~senior ~~CFO~~people and related facilities, ~~Treasurer~~such as senior group travelling, ~~Secretary~~ senior community management and services, ~~Chairman~~senior ofhealth ~~the~~care, ~~Board~~and ofsenior ~~Directors~~care ofrelated ~~the~~retail ~~Company~~business.

OnWe initially ~~June~~launched ~~15,~~our ~~2018,~~senior wecare ~~entered~~services ~~into~~in aHunan ~~definitive~~Province, ~~Share~~China. ~~Exchange~~We ~~Agreement~~started ~~(the~~expanding ~~“Share~~our ~~Exchange~~footprints ~~Agreement”)~~in ~~with~~Beijing, ~~Golden~~Wuhan and Tangshan ~~Sunset~~and ~~Group~~established ~~Limited,~~three aother ~~Seychelles~~entities ~~International~~in ~~Business~~these ~~Company~~areas. ~~(“Golden~~We ~~Sunset”),~~also ~~and~~introduced ~~the~~a ~~shareholders~~prepaid ofcard ~~Golden~~program by which our elderly participants ~~Sunset~~can (pay for the ~~“Shareholders”).~~community ~~Pursuant~~care toservices that we provide. During the ~~Share~~first ~~Exchange~~quarter ~~Agreement~~of 2019, our subsidiary in Hubei entered into several service agreements with the ~~Shareholders~~municipal ~~have~~offices ~~agreed~~in Wuhan city where we were permitted to ~~transfer~~provide ~~all~~community care service ofto the ~~ordinary~~elderly ~~shares~~in the vicinity of ~~Golden~~Hangyang ~~Sunset~~District. ~~held~~Obtaining bygovernment ~~them,~~subsidy ~~constituting~~is ~~all~~one of the ~~issued~~channels ~~and~~we ~~outstanding~~plan ~~capital~~to ~~stock~~apply ofto ~~Golden Sunset,~~expand inour ~~exchange~~senior ~~for~~community acare ~~number~~services ofin ~~newly~~different ~~issued~~local ~~shares~~neighborhoods. ofAdditionally, we completed the ~~Company’s~~development of ~~common~~our ~~stock~~online ~~that~~product, ~~will~~“Xiaode Smart Senior Care Platform V1.0”, in the ~~aggregate,~~second ~~constitute~~quarter ~~approximately~~of 2019 and it is expected 98to be placed in services in June 2019.3% ofThe ~~the~~platform ~~issued~~is used for admission and ~~outstanding~~discharge ~~capital~~management, care ~~stock~~records, ofsocial ~~the~~event ~~Company~~tracking, onbilling aand ~~fully-diluted~~collection. ~~basis~~We asobtained ofour patents and ~~immediately~~software ~~after~~copyrights ~~the consummation~~ of the ~~transactions~~platform ~~contemplated by~~ in the ~~Share~~second ~~Exchange~~quarter ~~Agreement~~of 2019.

~~We incurred~~Through aHengyang ~~net~~City ~~loss~~Red ofSunset ~~$45,388~~Tourism Development ~~for the nine months ended September 30~~Co., ~~2018~~Ltd. As(“Red ofSunset ~~September 30~~Tourism”), ~~2018,~~ we ~~had~~offered angroup ~~accumulated~~tour ~~deficit of~~services ~~$195,588.~~to ~~Losses have principally occurred as a result of~~ the ~~lack~~seniors ofwho aare ~~source~~also ~~of recurring revenues and the resources required~~participants toin ~~maintain~~ our ~~status~~senior ascommunity acare USservice ~~public company~~facilities. ~~These conditions raise substantial doubt about the Company’s ability to continue as a going concern.~~

12To further promote our senior care services, our subsidiary, Xiao De Tian Xia (Hubei) Senior Care Services Co., Ltd., is expected to host additional marketing activities by launching a television series through a cooperation arrangement with Hubei Yangtze Long Shang Media Group Co. Ltd. who produces the content of the promotional and marketing television series to be broadcasted on Hubei Long Shang Television Channel Network from April 23, 2019 through April 22, 2020. We believe the broadcasting will significantly increase the awareness and recognition of our senior community care services in the vicinity.

Recent Developments

On November 13, 2018 we completed a reverse acquisition transaction with Golden Sunset pursuant to the Share Exchange Agreement, whereby we issued to the Shareholders 230,000,000 shares of our common stock in exchange for all of the issued and outstanding capital stock of Golden Sunset. Golden Sunset thereby became our wholly owned subsidiary and the former stockholders of Golden Sunset became our controlling stockholders. As a result of this transaction, we ceased to be a shell company and through our subsidiaries and affiliated entities, we are currently engaged in the elderly care business.

Please refer to our current report on Form 8-K filed on November 13, 2018 for detailed information with respect to the transactions described above, our current business and management.

Results of Operations

Comparison of Three Months Ended ~~September~~March 3031, ~~2018~~2019 and ~~2017~~2018

~~Revenues~~The following table sets forth key components of our results of operations during the three-month periods ended March 31, 2019 and 2018, both in dollars and as a percentage of our revenue.

We had revenue of $0 and $0 for the three months ended September 30, 2018 and 2017, respectively.

	Three-Month Periods Ended March 31,
	2019						2018
	Amount (Unaudited)			% of Revenue (Unaudited)			Amount (Unaudited)			% of Revenue (Unaudited)
Revenue	$	119,453			100			46,124			100
Cost of revenue		(200,981	)		(168	)		(16,429	)		(36	)
Gross (loss) profit		(81,528	)		(68	)		29,695			64
Selling expenses		(278,151	)		(233	)		(3,531	)		(7	)
General and administrative expenses		(572,817	)		(480	)		(663,594	)		(1,439	)
Total operating expenses		(850,968	)		(712	)		(667,125	)		(1,446	)
Loss from operations		(932,496	)		(781	)		(637,430	)		(1,382	)
Other income (expenses)		(1,394	)		(1	)		30,745			67
Loss before income taxes		(933,890	)		(782	)		(606,685	)		(1,315	)
Income tax expense		-			-			-			-
Net loss	$	(933,890	)		(782	)		(606,685	)		(1,315	)

~~Operating Expenses~~35

We incurred total operating expenses of $13,782 and $9,667 for the three months ended September 30, 2018 and 2017, respectively. General and administrative and professional fee expenses incurred generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting and developmental costs.Revenue

~~Net~~The ~~Loss~~following tables identify the sources of our revenue for the three-month periods ended March 31, 2019 and 2018, respectively:

During the three months ended September 30, 2018 and 2017, we incurred a net loss of $13,782 and $10,168, respectively.

Major service lines	Three-Month Period Ended March 31, 2019 (Unaudited)		Three-Month Period Ended March 31, 2018 (Unaudited)
Service management	$	30,518	$	41,270
Leasing		9,091		-
Lodging management		-		4,854
Community care		67,005		-
Group tour		12,839		-
Total	$	119,453	$	46,124

Comparison of Nine Months Ended September 30, 2018 and 2017

Timing of recognition	Three-Month Period Ended March 31, 2019 (Unaudited)		Three-Month Period Ended March 31, 2018 (Unaudited)
Services transferred at a point in time	$	79,844	$	4,854
Services transferred over time		39,609		41,270
Total	$	119,453	$	46,124

~~Revenues~~Our service management revenue was generated from the service management agreement between our variable interest entity (“VIE”), Hunan Xiao De Tian Xia Senior Care Industry Management Co., Ltd. (“Xiao De Hunan”) and Hengyang City Yueping Retirement Home (“Red Sunset Apartment”). Pursuant to the agreement, Xiao De Hunan provides advisory and administrative services to Red Sunset Apartment.

WeOur ~~had~~leasing revenue ofrelates $0to ~~and~~contracts $0with residents for ~~the~~leasing ~~nine~~services ~~months~~at ~~ended~~Red ~~September~~Sunset ~~30,~~Apartment ~~2018~~that are generally in short term in nature ranging from three months to one year and ~~2017~~fall under FASB ASC Topic 842, ~~respectively~~Leases, which are specifically accounted outside the scope of ASC Topic 606.

~~Operating~~Our ~~Expenses~~lodging management revenue was from the referral service of senior residents of Red Sunset Apartment and lodging management provided to Hengyang City Red Sunset Tourism Development Co., Ltd. (“Red Sunset Tourism”).

WeOur ~~incurred~~community ~~total~~care ~~operating~~revenue ~~expenses~~was ofgenerated ~~$42,484~~by our VIEs and ~~$33~~subsidiaries that provide senior community care services including preventive health check,~~230~~ ~~for~~rehabilitation ~~the~~support, ~~nine~~transportation, ~~months~~housekeeping, ~~ended~~laundry, ~~September~~wellness 30program, ~~2018~~interactive classes and ~~2017~~recreational activities. We charge the senior residents after we provided such services. Since 2018, ~~respectively~~we have offered a prepayment option for those services. Starting the first quarter of 2019, we began to enter into service agreements with municipal offices that ~~General~~we ~~and~~were ~~administrative~~permitted ~~and~~to ~~professional~~provide ~~fee~~community ~~expenses~~care ~~incurred~~services ~~generally~~to ~~related~~the elderly in the local community care centers. The agreements provide that we receive government subsidies to ~~corporate~~cover ~~overhead~~our operational costs as we incur in those community care centers. For the three-month period ended March 31, ~~financial~~2019, ~~and~~we ~~administrative~~earned approximately $2,965 (RMB20,000) government subsidy for ~~contracted~~the community care services provided in Hangyang District Senior Community Center in Wuhan city in Hebei Province, ~~such~~China. The asagreement ~~legal~~provides ~~and~~that ~~accounting~~the ~~and~~final ~~developmental~~20% ~~costs~~of the subsidy amount is contingent upon the evaluation of our services by the municipal office.

~~Net Loss~~36

~~During~~Our ~~the~~group ~~nine~~tour ~~months~~revenue ~~ended~~was ~~September~~generated ~~30,~~through ~~2018~~Red ~~and~~Sunset ~~2017,~~Tourism which we ~~incurred~~acquired aon ~~net~~December ~~loss~~11, of2018. ~~$45,388~~We charge the group tour fee earned from organizing and ~~$34,541,~~coordinating ~~respectively~~travel tours for our elderly participants.

Compared to revenue of $46,124 recognized in the three-month period ended March 31, 2018, our revenue for the same period in 2019 was $119,453. The increase by $73,329 was primarily attributable to our group tour revenue after we acquired Red Sunset Tourism in December 2018 and community care revenue after we have operated additional senior community care facilities in Beijing, Tangshan and Wuhan in the fourth quarter in 2018. We also attracted more elderly to utilize our community care services provided by Xiao De Hunan and its subsidiary and branch.

Cost of revenue.

Cost of revenue primarily includes the following:

	Three-Month Period Ended March 31, 2019 (Unaudited)		Three-Month Period Ended March 31, 2018 (Unaudited)
Service management	$	8,781	$	2,876
Leasing		371		-
Lodging management		-		6,124
Community care		147,845		7,390
Group tour		12,310		-
Depreciation		31,674		39
Total	$	200,981	$	16,429

Compared to the cost of revenue of $16,429 for the three-month ended March 31, 2018, our cost of revenue for the same period in 2019 was $200,981. The significant surge by $184,552 was mainly driven by an increase in number of staff members, expenses related to supplies and food for our new senior care facilities in Beijing, Wuhan and Tangshan as well as the senior care facility in Hengyang city, Hunan province. Our facilities incurred additional food costs for celebrating Lunar New Year in February 2019. Moreover, since the fourth quarter of 2018, we have acquired additional office equipment, health equipment and incurred leasehold improvement costs and thus the associated depreciation expense was also incurred.

Gross (loss) profit and gross margin

Gross loss was $63,736 for the three-month period ended March 31, 2019, compared to a gross profit $29,695 for the three-month period ended March 31, 2018. The decrease was primarily due to an increase in the cost of community care management, particularly increase in lease expense of community care centers and depreciation of equipment acquired in the fourth quarter of 2018.

Gross (loss) profit margin decreased to (53%) for the three-month period ended March 31, 2019 from 64.0% for the three-month period ended March 31, 2018, primarily due to an increase in the cost of community care management, which resulted in the increase of our cost of revenue as discussed above.

Selling expenses

The following table sets forth the main components of the Company’s selling expenses for the three-month periods ended March 31, 2019 and 2018.

	Three-Month Period Ended March 31, 2019 (Unaudited)		Three-Month Period Ended March 31, 2018 (Unaudited)

Advertising	$	5,939	$	3,531
Commission		158,785		-
Depreciation		5,089		-
Entertainment		2,061		-
Office expense		3,031		-
Salary and employee benefits		66,454		-
Utilities, repair and maintenance		2,927		-
Rental expense		9,138		-
Telecommunications		2,899		-
Travel, transportation and gasoline		6,772		-
Others		15,056		-
Total	$	278,151	$	3,531

We incurred $278,151 selling expenses for the three-month period ended March 31, 2019 compared to $3,531 in the same period in 2018. We established Hunan Guanzizai Senior Care Services Co. Ltd., a wholly-owned subsidiary of Xiao De Hunan, Hunan Xiao De Tian Xia Senior Care Industry Management Co. Ltd Community Senior Care Service Center and Xiao De Tian Xia (Shenzhen) Senior Care Service Management Co., Ltd. (“Xiao De Shenzhen”) in late 2017 and our operation in senior care service was an initial phrase. Therefore, our selling expense for the three-month period ended March 31, 2018 limited to advertising expenses. By the end of the three-month ended March 31, 2019, we have established additional senior care service facilities in Beijing, Tangshan and Hubei. We have recruited more staff members for our new facilities for marketing and brand promotion. Xiao De Shenzhen incurred commission expense to its marketing counterparty who promoted the sale of prepaid card program for our senior care services. The commission fee was charged at 40% of the prepaid cards sold to the elderly participants. Various selling expenses were incurred due to the operation of the service facilities.

General and administrative expenses

The following table sets forth the main components of the Company’s general and administrative expenses for the three-month periods ended March 31, 2019 and 2018.

	Three-Month Period Ended March 31, 2019 (Unaudited)			Three-Month Period Ended March 31, 2018 (Unaudited)

Advertising	$	53,569		$	-
Agency fees		9,411			-
Accounting and audit fees		49,000			42
Building management fee		9,503			-
Business development		-			35,407
Meals and entertainment		10,677			10,595
Depreciation and amortization		15,221			2,447
Insurance		169			-
Legal and professional fees		41,174			433,996
Office expense, supplies, postage and printing		8,269			1,763
Rental		132,253			102,600
Salary and employee benefits		187,483			62,859
Utilities, repair and maintenance		5,073			338
Telecommunications		1,250			-
Travel and transportation		22,416			7,903
Taxes and duties		(41	)		781
Others		27,390			4,863
Total	$	572,817		$	663,594

We incurred $572,817 general and administrative expenses for the three-month ended March 31, 2019 compared to $663,594 for the same period in 2018. The decrease in general and administrative expenses by $90,777 was mainly driven by a fall in legal and professional fee by $392,822, business development by $35,407; offset by the increase of $124,624 in salary and employee benefits, $53,569 in advertising, $48,958 in accounting and auditing fee, $29,653 in rental, $14,573 in travel and transportation, $12,774 in depreciation and amortization and various other expense items. For the three-month period ended March 31, 2018, we made payments of $70,000 for legal expenses and $289,401 to Asia & America Consultant (Shenzhen) Co., Ltd for services related to business structure, fund raising, acquisitions and legal counsel services as well as shares transfer, investor relations, financial audits and financial reporting in relation to going public in the US.

Loss from Operations

As a result of the factors discussed above, we incurred a loss from operation of $932,496 and $637,430 for the three-month periods ended March 31, 2019 and 2018, respectively.

Other Income (Expenses)

The Company’s other income (expenses) for the three-month periods ended March 31, 2019 and 2018 included the following:

Interest Income:

Interest income for the three-month periods ended March 31, 2019 and 2018 was $149 and $2,078, respectively. The decrease in interest income by $1,929 was primarily due to a decrease in our cash balance of our entities in Hong Kong. We made a deposit payment of $731,336 to Sing Ho Trading Company in the fourth quarter of 2018.

Other Income

Other income for the three-month periods ended March 31, 2019 and 2018 pertained to foreign exchange gain of $600 and $29,053, respectively. The higher foreign exchange gain incurred in the three-month period ended March 31, 2018 was due to the payment made to Asia & American Consultant (Shenzhen) Co., Ltd in Chinese Renminbi by Xiao De Hunan on behalf of GS Group while the invoice amount was charged in US dollars by Asia & American Consultant (Shenzhen) Co., Ltd.

Other Expenses, Net:

We have recognized $2,143 and $386 of other expenses, net for the three-month periods ended March 31, 2019 and 2018, respectively. Out of $2,143, $1,550 is related to bank charges and finance expense and $593 is related to penalty for the three-month period ended March 31, 2019. There was $386 related to bank charges and finance expense for the three-month period ended March 31, 2018. For the three-month period ended March 31, 2019, our bank institution in Shenzhen received and processed payments from our elderly participants for the prepaid card program. Our bank charged us processing and service fees in connection with these payments.

Provision for Income Taxes

We are subject to U.S. corporate income tax, enterprise income taxation and profits taxation in the PRC and Hong Kong, where all of our business is conducted. Our effective tax rates differ from the statutory rate primarily due to book and taxable losses incurred. For the three-month periods ended March 31, 2019 and 2018, the provision for income tax was $0 and $0, respectively.

The effective tax rates for the three-month periods ended March 31, 2019 and 2018 were and 0.00% and 0.00%, respectively.

Net loss

As a result of the factors discussed above, for the three-month periods ended March 31, 2019 and 2018, we incurred net loss amounted to $933,890 and $606,685, respectively.

Limited Operating History; Need for Additional Capital

There is limited historical financial information about us on which to base an evaluation of our performance. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, a narrow client base, limited sources of revenue, and possible cost overruns due to the price and cost increases in supplies and services.

Without additional funding, management believes that we will not have sufficient funds to meet our obligations beyond one year after the date our consolidated financial statements are issued. These conditions give rise to substantial doubt as to our ability to continue as a going concern.

We have been, and intend to continue, working toward identifying and obtaining new sources of financing. To date we have been dependent on related parties for our source of funding. No assurances can be given that we will be successful in obtaining additional financing in the future. Any future financing that we may obtain may cause significant dilution to existing stockholders. Any debt financing or other financing of securities senior to common stock that we are able to obtain will likely include financial and other covenants that will restrict our flexibility. Any failure to comply with these covenants would have a negative impact on our business, prospects, financial condition, results of operations and cash flows.

If adequate funds are not available, we may be required to delay, scale back or eliminate portions of our operations or obtain funds through arrangements with strategic partners or others that may require us to relinquish rights to certain of our assets. Accordingly, the inability to obtain such financing could result in a significant loss of ownership and/or control of our assets and could also adversely affect our ability to fund our continued operations and our expansion efforts.

Currently we spend approximately $300,000 per month for basic operations. During the next 12 months, we expect to incur the same costs as the current monthly expenses. However, as we work to expand our operations, we expect to incur significant marketing and development costs and expenses on our online service platforms that meet the constantly evolving industry standards and consumer demands. We will also need to hire additional employees in order to provide new services and accommodate new clients.

Liquidity and Capital Resources

AsWorking ~~of September 30, 2018, the Company had a working capital deficit of $21,315, an accumulated deficit of $195,588 and did not earn any revenue to cover its operating costs.~~Capital

The Company has nominal assets and has not generated revenues since inception. The Company is dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating company. In addition, the Company is dependent upon certain related parties to provide continued funding and capital resources.

	March 31, 2019 (Unaudited)			December 31, 2018 (Audited)
Current Assets	$	1,789,336		$	1,918,107
Current Liabilities		2,136,573			1,842,642
Working Capital (Deficit)	$	(347,240	)	$	75,465

~~These factors,~~As ~~among~~of ~~others~~March 31, ~~raise~~2019, ~~substantial~~we ~~doubt~~had ~~about~~cash ~~the~~and ~~Company’s~~cash equivalents ~~ability~~of to$117,319. ~~continue~~To asdate, awe ~~going~~have ~~concern.~~financed ~~The~~our ~~accompanying financial~~operations ~~statements~~primarily dothrough ~~not~~our ~~include~~shareholders ~~any~~and ~~adjustments~~related ~~that~~parties. ~~might~~We incurred ~~result~~working ~~from~~capital ~~the~~deficit ~~outcome~~as of ~~this~~March ~~uncertainty.~~31, ~~The~~2019 ~~Company~~primarily ~~can~~due ~~provide no~~to ~~assurance~~the ~~that~~decrease itin ~~can~~cash ~~continue~~balance toby ~~satisfy~~$210,321 ~~its~~as ~~cash~~we ~~requirements~~acquired additional ~~for~~properties atand ~~least~~equipment in the ~~next~~three-month ~~twelve~~period ~~months~~ended March 31, 2019. IfSimultaneously, ~~continued~~our ~~funding~~current ~~and~~liabilities balance ~~capital~~as ~~resources~~of ~~are~~March ~~unavailable~~31, at2019 ~~reasonable~~increased ~~terms,~~as the ~~Company~~amount ~~may~~of ~~not~~the becurrent ~~able~~portion of our lease obligations and the amount payable to ~~implement~~our ~~its~~auditor and ~~plan~~professional offees ~~operations~~increased.

13Going Concern Uncertainties

	Nine Months Ended September 30,
	2018			2017
Net cash (used in) operating activities	$	(25,864	)	$	(15,975	)
Net cash (used in) provided by investing activities		-			-
Net cash provided by financing activities		17,637			18,000
Net (decrease) increase in cash and cash equivalents		(8,227	)		2,025
Cash and cash equivalents at the beginning of period		8,227			10,892
Cash and cash equivalents at the end of period	$	-		$	12,917

As of March 31, 2019, the Company incurred working capital deficit of $347,240, a comprehensive loss of $835,701 and incurred a negative operating cash flow of $247,616. As of March 31, 2018, the Company also incurred a comprehensive loss of $596,033 and a negative cash flow from its operating activities of $314,514. These conditions raise substantial doubt about the ability of the Company to continue as a going concern.

Our continuation as a going concern is dependent upon improving our profitability and the continuing financial support from our stockholders. Our sources of capital in the past have included borrowings from our stockholders and related parties. While we believe that our existing shareholders will continue to provide the additional cash to meet our obligations as they become due, there can be no assurance that we will be able to raise such additional capital resources on satisfactory terms.

We, through our PRC subsidiaries, continued to explore business opportunities with the local government agencies and senior care communities. By the end of 2018, Our VIE, Xiao De Hunan acquired Red Sunset Tourism in order to expand our senior community care services by coordinating group tour services to the elderly. In addition, our wholly-owned subsidiary, Xiao De Shenzhen launched a community care prepaid card program and engaged a third party to promote the prepaid card program among the senior communities. As of March 31, 2019, there were approximately 69 participants and approximately $509,208 has been received. To strive to increase our revenue, in the first quarter of 2019, we obtained a government contract that allows us to provide community care services to a community care center in Hubei Province. We continued our efforts in obtaining additional government contracts in other provinces. In addition, our subsidiary, Golden Sunset (Hongkong) Lodging Limited is negotiating with Sing Ho Trading Company to explore new business opportunities and has remitted $731,336 for deposit. This amount is refundable by Sing Ho Trading Company if new business is not established.

We believe that our current cash and financing from our existing stockholders are adequate to support operations for at least the next 12 months.

	Three-Month Period Ended March 31,
	2019 (Unaudited)			2018 (Unaudited)
Net cash used in operating activities	$	(247,616	)	$	(314,514	)
Net cash used in investing activities		(120,602	)		(75,725	)
Net cash provided by financing activities		84,006			1,385,434
Effect of exchange rate changes on cash and cash equivalents		73,891			88,130
Net (decrease) increase in cash and cash equivalents		(210,321	)		1,083,325
Cash and cash equivalents at the beginning of year		327,640			2,481,392
Cash and cash equivalents at the end of year	$	117,319		$	3,564,717

Operating Activities

~~Net~~During the three-month period ended March 31, 2019, net cash used in operating activities ~~was~~of $25247,~~864~~616 ~~for~~was ~~the~~primarily ~~nine~~attributable ~~months~~to ~~ended~~our ~~September~~net ~~30,~~book ~~2018,~~loss asafter ~~compared~~income totax provision of $15933,~~975~~890, ~~net~~ which was offset by non-cash ~~used~~expenses insuch ~~operating~~as ~~activities~~depreciation ~~for~~and ~~the~~amortization ~~nine~~of ~~months~~our ~~ended~~equipment ~~September~~and 30software of $51,776 ~~2017~~and amortization of right-of-use assets of our operation leases of $136,901. ~~The~~We ~~change~~received ~~was~~approximately ~~mainly~~$453,002 ~~due~~from advance topayments from our program participants of the ~~gain~~prepaid oncard ~~change~~program launched by our wholly-owned subsidiary, Xiao De Shenzhen induring ~~control~~the first quarter of ~~$13,589~~2019.

During the three-month period ended March 31, 2018, net cash used in operating activities of $314,514 was primarily attributable to our net loss after income tax provision of $606,685, payment of other payables and accrued liabilities of 52,153, payments to related parties of 48,492 and decrease in customer deposits of 43,103, offset by an increase in lease obligations of $75,450, decrease in prepaid expenses of $366,721 and non-cash items such as depreciation and amortization of $2,528 and amortization of right-of-use assets of our operating leases of $13,261.

Investing Activities

Net cash used in investing activities ~~was $0~~ for the ~~nine~~three-month ~~months~~period ended ~~September~~March 3031, ~~2018,~~2019 astotaled ~~compared to~~ $0120,602 ~~net~~which ~~cash~~was ~~used~~mainly infor ~~investing~~the purchase ~~activities~~of ~~for~~additional ~~the~~property ~~nine~~and ~~months~~equipment ~~ended~~which ~~September~~include 30leasehold improvement, ~~2017~~computer equipment and motor vehicles purchased by our VIEs and their subsidiaries.

Net cash used in investing activities for the three-month period ended March 31, 2018 totaled 75,725 which was mainly for the purchase of equipment by our VIEs and their subsidiaries.

Financing Activities

Net cash provided by financing activities for the ~~nine~~three-month ~~months~~period ended ~~September~~March 3031, ~~2018~~2019 was $1784,~~637,~~006 aswhich ~~compared to $18,000 for the nine months ended September 30, 2017. The change~~ was ~~mainly due to~~ the ~~borrowings~~proceeds ~~under line~~ of ~~credit~~share subscription offrom ~~$18,000~~our ~~for the~~shareholders ~~prior~~of ~~period~~our VIEs.

Net cash provided by financing activities for the three-month period ended March 31, 2018 was $1,385,434 which was the proceeds of share subscription from our shareholders of our VIEs and foreign subsidiaries.

Effect of exchange rate change

Effect of exchange rate change on cash totaled $73,891 and $88,130 for the three-month periods ended March 31, 2019 and 2018, respectively.

Contractual Obligations and Commercial Commitments

We had the following contractual obligations and commercial commitments as of March 31, 2019:

Contractual Obligations	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years

Amounts due to related parties	$	942,350	$	942,350	$	—	$	—	$	—
Payable to leasehold improvement construction contractors		112,059		112,059		—		—		—
Service commitments		394,037		393,314		723
Leases		2,779,532		427,270		1,362,548		635,160		354,554
TOTAL	$	4,227,978	$	1,874,993	$	1,363,271	$	635,160	$	354,554

We believe that our current cash and financing from our existing stockholders are adequate to support operations for at least the next 12 months. We may, however, in the future, require additional cash resources due to changed business conditions, implementation of our strategy to expand our business or other investments or acquisitions we may decide to pursue. If our own financial resources are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities. The sale of additional equity securities could result in dilution to our stockholders. The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to expand our business operations and could harm our overall business prospects.

Off-Balance Sheet Transactions

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, we are not required to provide this information.

Critical Accounting Policies

~~Our~~We ~~condensed~~regularly ~~financial~~evaluate ~~information~~the ~~has~~accounting ~~been~~policies ~~prepared~~and inestimates ~~accordance~~that ~~with~~we ~~U.S.~~use ~~GAAP, which requires us~~ to make ~~estimates~~budgetary and ~~judgments that~~financial ~~affect~~statement ~~the~~assumptions. ~~reported~~A complete ~~amounts~~summary of ~~assets,~~these ~~liabilities,~~policies ~~revenues,~~is ~~costs~~included ~~and~~in ~~expenses,~~the ~~and~~notes ~~related~~to ~~disclosures.~~our Onfinancial anstatements. ~~on-going basis~~In general, wemanagement’s ~~evaluate our~~ estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the ~~circumstances,~~facts ~~the results of which form the basis for making judgments about the carrying values of assets~~ and ~~liabilities that are not readily apparent from other sources~~circumstances. Actual results ~~may~~could differ from ~~these~~those estimates ~~under~~made ~~different~~by ~~assumptions or conditions~~management. ~~Since~~The ~~the use of estimates is an integral component of the financial reporting process, our actual results could differ~~discussion ~~from those estimates. Some~~ of our critical accounting policies ~~require~~contained ~~a higher degree of judgment than others~~ in ~~their~~Note ~~application.~~2 ~~There have been no material changes~~ to ~~the critical accounting policies previously disclosed in~~ our ~~audited~~consolidated financial statements, ~~for the~~“Summary ~~year~~of ~~ended~~Significant Accounting ~~December 31~~Policies”, ~~2017~~is ~~included~~incorporated inherein ~~the~~by ~~Annual Report on Form 10-K filed on March 9, 2018~~reference.

Recent Accounting Pronouncements

Management’s discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with U.S. GAAP. Our financial statements reflect the selection and application of accounting policies which require management to make significant estimates and judgments. The discussion of our critical accounting policies contained in Note 2 to our financial statements, “Summary of Significant Accounting Policies”, is incorporated herein by reference.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 4.

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, our management has carried out an evaluation, with the participation and under the supervision of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~September~~March 3031, ~~2018~~2019. Disclosure controls and procedures refer to controls and other ~~procedures~~ procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such ~~information~~ information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating and implementing possible controls and procedures.

Management conducted its evaluation of disclosure controls and procedures under the supervision of our chief executive officer and chief financial officer. Based upon, and as of the date of this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were ineffective as of ~~September~~March 3031, ~~2018~~2019 due to the following material ~~weaknesses~~ ~~that our management identified in our internal control over financial reporting as of September 30, 2018~~weaknesses:

a) Lack of audit committee. The Company does not have a functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures. ~~b) Lack of proper segregation of duties due to limited personnel. c) Lack of a formal review process related to financial reporting that includes multiple levels of review.~~

~~The Company’s management is committed to improving the Company’s internal controls and will: (1~~b) ~~continue to use third~~ ~~party~~Lack ~~specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities; (2) increase the frequency~~ of ~~independent~~proper ~~reconciliations of significant accounts which will mitigate the lack of~~ segregation of duties ~~until~~ ~~there~~due ~~are~~to ~~sufficient~~limited personnel~~; and (3) may consider appointing outside directors and audit committee members in the future~~.

~~The~~c) ~~Company’s~~Lack management, including the Company’s Chief Executive Officer and Chief Financial Officer, have discussed the material weakness noted above with the Company’s independent registered public accounting firm. Due to the nature of ~~this~~ ~~material weakness, there is~~ a ~~more~~formal ~~than~~review ~~remote~~process ~~likelihood~~related ~~that misstatements which could be material~~ to ~~the annual or interim~~ financial ~~statements~~reporting ~~could occur~~ that ~~would~~includes ~~not~~multiple belevels ~~prevented~~of ~~or detected~~review.

d) Lack of trained finance and accounting personnel with appropriate expertise in U.S. generally accepted accounting principles.

Our management is committed to improving the Company’s internal controls and will: (1) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities; (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel; and (3) may consider appointing outside directors and audit committee members in the future.

Our management does not believe that these material weaknesses had a material effect on our financial condition or results of operations or caused our financial statements as of and for the quarter ended March 31, 2019 to contain a material misstatement.

Changes in Internal Control over Financial Reporting

Except for the matters described above, there were no changes in our internal controls over financial reporting during the quarter ended ~~September~~March 3031, ~~2018~~2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

1542

PART II

OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. We are currently not aware of any legal proceedings or claims that would require disclosure under Item 103 of Regulation S-K. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

ITEM 1A.

RISK FACTORS.

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

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.

MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5.

OTHER INFORMATION.

None.

ITEM 6.

EXHIBITS.

The following exhibits are filed as part of this report or incorporated by reference:

Exhibit No.		Description

31.1		Certifications of Principal Executive Officer and Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certifications of Principal Executive Officer and Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

1643

SIGNATURES

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

Date: ~~November~~May 2115, ~~2018~~2019

	DD’s Deluxe Rod Holder Inc.

	By:	/s/ Jun Quan
		Jun Quan
		Chief Executive Officer and Chief Financial Officer

1744

EXHIBIT INDEX

Exhibit No.		Description
31.1		Certifications of Principal Executive Officer and Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certifications of Principal Executive Officer and Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

Filing Compare · DD's Deluxe Rod Holder, Inc.