UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

☑	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended ~~June~~September 30, 2016
	OR
☐	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 000-53394

Demand Pooling, Inc.
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	26-2517763 (I.R.S. Employer Identification No.)
555 California Street, Suite 4925 San Francisco, CA (Address of principal executive offices)	94014 (Zip Code)
(415) 659-1899 (Registrant’s telephone number, including area code) 12720 Hillcrest Road, Suite 750, Dallas, TX 75230 (Former name, former address and former fiscal year, if changed since last report)
(415) 659-1899 (Registrant’s telephone number, including area code) ________________________________________________________________ (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 ☑ No ☐

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

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

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☑

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class of common stock	Outstanding as of ~~August~~November 1511, 2016
Par value $0.0001 per share	100,000,000 shares

DEMAND POOLING, INC.
A Development Stage Company

- INDEX -

		Page(s)
	PART I — FINANCIAL INFORMATION:
Item 1.	Financial Statements (unaudited):
	Balance Sheets as of June 30, 2016 and December 31, 2015	3
	Balance Sheets as of September 30, 2016 and December 31, 2015	3
	Statements of Operations for the three and six months ended June 30, 2016 and June 30, 2015	4
	Statements of Operations for the three and nine months ended September 30, 2016 and June 30, 2015	4
	Statements of Cash Flows for the six months ended June 30, 2016 and June 30, 2015	5
	Statements of Cash Flows for the nine months ended September 30, 2016 and September 30, 2015	5
	Notes to Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	10
Item 4.	Controls and Procedures	10
	PART II — OTHER INFORMATION:
Item 1.	Legal Proceedings	11
Item 1A	Risk Factors	11
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	11
Item 3.	Defaults Upon Senior Securities	11
Item 4.	Mine Safety Disclosures	11
Item 5.	Other Information	11
Item 6.	Exhibits	11
Signatures		12

PART I – FINANCIAL INFORMATION

Item 1 – Financial Statements

DEMAND POOLING, INC.
A Development Stage Company

BALANCE SHEETS
(Unaudited)

	June 30, 2016			December 31, 2015
	September 30, 2016			December 31, 2015
ASSETS
CURRENT ASSETS:
Cash	$	0		$	55
Assets of discontinued operations	$	0		$	55
TOTAL CURRENT ASSETS AND TOTAL ASSETS	$	0		$	55
TOTAL CURRENT ASSETS	$	0		$	55
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
OTHER ASSETS:
Investment in partnership
TOTAL OTHER ASSETS	$	316,719		$	0
TOTAL ASSETS	$	316,719		$	55
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	4389,~~282~~826		$	~~84,694~~0
Shareholder advances		~~350~~10,473			~~45,008~~0
Note payable		0			13,000
Liabilities of discontinued operations		0			142,702
TOTAL CURRENT LIABILITIES AND TOTAL LIABILITIES	$	43100,~~632~~299		$	142,702
STOCKHOLDERS’ DEFICIENCY
STOCKHOLDERS’ EQUITY (DEFICIENCY)
Preferred stock, $.0001 par value; 10,000,000 shares authorized; none issued and outstanding	$	0		$	0
Common stock, $.0001 par value; 100,000,000 shares authorized; 100,000, 000 and 31,187,585 issued and outstanding at June 30, 2016 and December 31, 2015, respectively		10,000			3,119
Common stock, $.0001 par value; 100,000,000 shares authorized; 100,000,000 and 31,187,585 issued and outstanding at September 30, 2016 and December 31, 2015, respectively		10,000			3,119
Additional paid-in capital		~~218~~534,~~257~~976			86,294
Accumulated deficit		(~~269~~325,~~076~~743	)		(229,247	)
Stock subscription receivable		(2,813	)		(2,813	)
TOTAL STOCKHOLDERS’ DEFICIENCY	$	(43,632	)	$	(142,647	)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIENCY)	$	216,420		$	(142,647	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY	$	0		$	55
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)	$	316,719		$	55

See accompanying notes to financial statements.

DEMAND POOLING, INC.
A Development Stage Company

STATEMENTS OF OPERATIONS
(Unaudited)

	Three Months Ended						~~Six~~Nine Months Ended
	June 30, 2016			June 30, 2015			June 30, 2016			June 30 2015
	September 30, 2016			September 30, 2015			September 30, 2016			September 30, 2015
Revenue	$	0		$	0		$	0		$	0
Operating Expenses
General and Administrative	$	5853,~~264~~312		$	~~376~~0		$	7086,~~788~~182		$	~~850~~0
Other income (expenses)
Net loss before provision for income tax		(53,312	)		0			(86,182	)		0
Cancellation of debt		31,122			33,959			31,122			33,959
Interest expense		0			0			(163	)		0
Total other income (expenses)		31,122			33,959			30,959			33,959
Net income (loss) before provision for income tax		(27,142	)		33,583			(39,829	)		33,109
Provision for income tax		0			0			0			0
Net income (loss)	$	(27,142	)	$	33,583		$	(39,829	)	$	33,109
Loss from continued operations	$	(53,312	)	$	0		$	(86,182	)	$	0
Loss per share - Basic and Diluted		0.00			0.00			0.00			0.00
Net income (loss) from discontinued operations, net of tax	$	0		$	(6,061	)	$	(10,314	)	$	27,048
Weighted average number of common shares outstanding		36,102,758			31,187,585			36,102,758			31,187,585
Net income (loss)	$	(53,312	)	$	(6,061	)	$	(96,496	)	$	27,048
Loss per share – Basic and Diluted		0.00			0.00			0.00			0.00
Weighted average number of common shares outstanding		57,808,446			31,187,585			57,808,446			31,187,585

See accompanying notes to financial statements.

DEMAND POOLING, INC.
A Development Stage Company

STATEMENTS OF CASH FLOWS
(Unaudited)

	Six Months Ended June 30, 2016			Six Months Ended June 30, 2015
	Nine Months Ended September 30, 2016			Nine Months Ended September 30, 2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(39,829	)	$	33,109
Net loss from continuing operations	$	(86,182	)	$	0
Adjustments to reconcile net income to net cash provided by operations:
Net income (loss) from discontinued operations		(10,314	)		27,048
Cancellation of debt		(31,122)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operations:
Cancellation of debt		(31,122	)
Changes in operating assets and liabilities:
Decrease in accounts payable and accrued expenses		(18,690)			(26,513	)
Increase in accounts payable and accrued expenses		27,854			(26,984	)
Net cash provided (used) by operating activities	$	(8999,~~641~~764	)	$	~~6,596~~64
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Shareholder Advances		~~350~~10,473			0
Repayment of Shareholder Advances		(5,764	)		0
Proceeds of issuance of Common Stock		70,000			0
Contribution to capital		25,000			~~454~~0
Net cash provided by financing activities		8999,~~586~~709			~~454~~0
NET (DECREASE) INCREASE IN CASH		(55	)		~~7,050~~64
Cash at beginning of period		55			27
CASH AT END OF PERIOD	$	0		$	~~7,077~~91
Supplemental disclosures of non-cash investing and financing activities:
Contribution of investment in partnership	$	316,719		$	0
Forgiveness of debt recorded as additional paid-in capital	$	43,845		$	0

Supplemental disclosures of non-cash financing activities:

Richard Aland, an officer, director and shareholders of the company and a related entity have advanced to the Company a total of $43,845, which is payable on demand and non-interest bearing. Such advances consist of $10,962 from Demand Pooling Global Services, LLC and $32,883 from Richard Aland. Such advances were forgiven and contributed to capital in connection with the June 2016 Transactions.

See accompanying notes to financial statements.

DEMAND POOLING, INC.
A Development Stage Company

NOTES TO FINANCIAL STATEMENTS

NOTE 1 – BASIS OF PRESENTATION

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, these condensed financial statements do not include all of the information and footnotes required for audited annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the condensed financial statements not misleading have been included. The balance sheet at December 31, 2015 has been derived from the Company’s audited financial statements as of that date.

The unaudited condensed financial statements included herein should be read in conjunction with the audited financial statements and the notes thereto that are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 that was filed with the SEC on March 30, 2016. The results of operations for the ~~six~~nine months ended ~~June~~September 30, 2016 are not necessarily indicative of the results to be expected ~~for~~ for the full year or any other period.

NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

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

Income Taxes

The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between the financial reporting basis and the tax basis of the assets and liabilities and are measured using enacted tax rates ~~and~~ and laws that will be in effect when the differences are expected to reverse. An allowance against deferred tax assets is recognized when it is more likely than not that such tax benefits will not be realized.

Loss per Common Share

Basic loss per share is calculated using the weighted-average number of common shares outstanding during each reporting period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. The Company does not have any potentially dilutive instruments for this reporting period.

New Accounting Pronouncements

From time to time new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations and cash flows when implemented.

NOTE 3 - EQUITY

On June 17, 2016, Kai Cheng Tang (the “Buyer”) acquired 68,812,415 shares (the “New Shares”) of the Company’s Common Stock from the Company for a price of $70,000. The Company used all the proceeds from the sale of the New Shares to pay its outstanding liabilities.

The total number of shares of stock which the Company has authority to issue is one hundred ten million (110,000,000). These shares are divided into two classes with 100,000,000 shares designated as common stock at $.0001 par value (the “Common Stock”) and 10,000,000 shares designated as preferred stock at $.0001 par value (the “Preferred Stock”). The Preferred Stock of the Company shall be issued by the Board of Directors of the Company in one or more classes or one or more series within any class and such classes or series shall have such voting powers, full or limited, or no voting powers, and such designations, preferences, limitations or restrictions as the Board of Directors of the Company may determine, from time to time.

Holders of shares of Common Stock shall be entitled to cast one vote for each share held at all stockholders’ meetings for all purposes, including the election of directors. The Common Stock does not have cumulative voting rights. No holder of shares of stock of any class shall be entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class, or of securities convertible into shares of stock of any class, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend.

As of ~~June~~September 30, 2016, the Company ~~has~~ has no shares of Preferred Stock outstanding and 100,000,000 shares of Common Stock issued and outstanding.

NOTE 4 – GOING CONCERN

The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. We have incurred net losses of approximately $~~269~~325,~~076~~745 since inception through ~~June~~September 30, 2016. At ~~June~~September 30, 2016, we had $0 in cash and $0316,719 of other assets and our total liabilities were $43100,~~632~~299. Our ability to continue as a going concern is dependent upon our ability to obtain the necessary financing to meet our obligations and repay our liabilities ~~when~~ when they become due and to generate sufficient revenues from our operations to pay our operating expenses.

We may seek to raise additional funds through public or private sale of our equity or debt securities, or borrowing funds from private or institutional lenders. In addition to obtaining necessary financing, the Company ~~intends~~has todiscontinued ~~discontinue~~ the demand aggregation business in which the Company was previously engaged. The Company ~~intends~~is todeveloping ~~develop~~ itself into a real estate company engaged primarily in the acquisition, renovation and ~~resale~~ resale of residential real estate properties, including single-family detached homes and condominiums, initially located in the San Francisco Bay area.

There are no assurances that we will continue as a going concern and the Company’s financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 5 - SHAREHOLDER ADVANCES

Richard Aland, ana former officer, ~~director~~and director of the Company and a shareholder of the Company and a related entity, ~~have~~has advanced to the Company a total of $56,845, which is payable on demand and non-interest bearing. Such advances consist of $10,962 from Demand Pooling Global Services, LLC and $45,882 from Richard Aland. Such advances were forgiven in connection with the June 2016 Transactions.

~~NOTE~~Kai 6Cheng –Tang, ~~NOTE~~an ~~PAYABLE~~officer, director and shareholder of the Company, has advanced to the Company a total of $10,473, which is payable on demand and non-interest bearing.

~~Consists~~NOTE of6 a- ~~note~~INVESTMENT ~~payable~~IN bearing interest at 5% per annum and is due January 4, 2017 which was cancelled in connection with the June 2016 Transactions. In addition, on February 25, 2016, the Company borrowed $25,000 pursuant to a Secured Promissory Note (“Note”) from the Buyer which is payable upon the earlier to occur of (a) the date on which a proposed Transaction (as defined in the Note) closes; (b) May 31, 2016; and (c) the date on which the Note is accelerated in accordance with its terms; provided, however, that if the Transaction does not close due to a failure by the Buyer to perform its material obligations under such Transaction documents, the Maturity Date will be December 31, 2016. Richard K. Aland, the Company’s CEO, has pledged his shares to secure the payment and performance under the Note. The Note was contributed to the Company’s capital in connection with the June 2016 Transactions.PARTNERSHIP

NOTE 7- SUBSEQUENT EVENT

On July 15, 2016, the Buyer contributed his 8% interest in a residential real estate property in San Francisco to the Company. Since July 14, 2016, the property has been owned by March XIII 2015 LLC, a Delaware limited liability company (“March XIII”). March XIII is managed by Luxury Landmarks LLC, a Delaware limited liability company (“Luxury”). Luxury is wholly owned and managed by the Buyer. The members of March XIII are Luxury, which has a twenty percent (20%) interest, the Company, which has an eight percent (8%) interest, and an individual outside investor, who has a seventy two percent (72%) interest. Net income of March XIII will be allocated among the members in accordance with their percentage interests. Distributions will be made to the members in accordance with their percentage interests, except for liquidating distributions which will be made to the members in accordance with their positive capital account balances.

NOTE 7 – DISCONTINUED OPERATION

As of June 17, 2016, the Buyer has discontinued the demand aggregation business in which the Company was previously engaged and is developing the Company into a real estate company engaged primarily in the acquisition, renovation and resale of residential real estate properties, including single-family detached homes and condominiums, initially located in the San Francisco Bay area.

The table below represents the statement of operations for the discontinued operations for the periods indicated:

	Three Months Ended					Nine Months Ended
	September 30, 2016		September 30, 2015			September 30, 2016			September 30, 2015
Revenue	$	0	$	0		$	0		$	0

Operating Expenses
General and Administrative	$	0	$	6,061		$	41,273		$	6,911
Other income (expenses)
Cancellation of debt	$	0	$	0		$	31,122		$	33,959
Interest expense		0		0			(163	)		0
Total other income (expenses)	$	0	$	0		$	30,959		$	33,959
Net income (loss) before provision for income tax		0		(6,061	)		(10,314	)		27,048
Provision for income tax		0		0			0			0
Income (loss) from discontinued operations	$	0	$	(6,061	)	$	(10,314	)	$	27,048

The liabilities of the discontinued operations include a note payable bearing interest at 5% per annum which is due January 4, 2017 which was cancelled in connection with the June 2016 Transactions (as defined below). In addition, on February 25, 2016, the Company borrowed $25,000 pursuant to a Secured Promissory Note (“Note”) from the Buyer which is payable upon the earlier to occur of (a) the date on which a proposed Transaction (as defined in the Note) closes; (b) May 31, 2016; and (c) the date on which the Note is accelerated in accordance with its terms; provided, however, that if the Transaction does not close due to a failure by the Buyer to perform its material obligations under such Transaction documents, the Maturity Date will be December 31, 2016. Richard K. Aland, the Company’s CEO, has pledged his shares to secure the payment and performance under the Note. The Note was contributed to the Company’s capital in connection with the June 2016 Transactions.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Plan of Operations

From inception (April 29, 2008), Demand Pooling, Inc. was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation.

On June 17, 2016, Kai Cheng Tang (the “Buyer”) acquired 68,812,415 shares (the “New Shares”) of the Company’s Common Stock from the Company for a price of $70,000.00 or $0.001017258 per share. The Company used all the proceeds from the sale of the New Shares to pay its outstanding liabilities. At the same time, the Buyer acquired (a) 22,310,000 shares of Common Stock from Richard K. Aland for a price of $110,747.00 and (b) 3,877,585 shares of Common Stock from Donald Kelly for a price of $19,253.00 (such shares, the “Outstanding Shares” and collectively with the New Shares, the “Shares” and all such transactions, the “June 2016 Transactions”). Following the June 2016 Transactions, the Buyer owns 95,000,000 shares of Common Stock or 95.0% of the 100,000,000 issued and outstanding shares of Common Stock and the holdings of Messrs. Aland and Kelly (together, the “Sellers”) were reduced to 1,461,138 and 231,322 shares of Common Stock, respectively, or an aggregate of approximately 1.69% of the total issued and outstanding shares of Common Stock. Simultaneously with the Buyer’s purchases of the Shares, Mr. Aland resigned as CEO and CFO of the Company and Mr. Tang was elected to such positions, Mr. Aland resigned from the Company’s Board of Directors effective as of the close of business on July 11, 2016, the size of the Board was increased from one to three and Mr. Tang, Daniel L. Conrad and Philip S. Lanterman were simultaneously appointed to the Company’s Board of Directors effective as of the close of business on July 11, 2016. The foregoing actions represent a change of control of the Company.

Prior to the purchases of the Shares, the Buyer was not affiliated with the Company. However, the Buyer will be deemed an affiliate of the Company after the purchases of the Shares as a result of his stock ownership interest in the Company.

The purchase of the New Shares by the Buyer was completed pursuant to a written Subscription Agreement with the Company while the purchase of the Outstanding Shares from Messrs. Aland and Kelly was completed pursuant to a written Stock Purchase Agreement among such persons and the Company. The purchase of the New Shares was not subject to any other terms and conditions other than the sale of the New Shares in exchange for the cash payment. The Stock Purchase Agreement contained customary representations and warranties and post-closing covenants of each party and customary closing conditions. Breaches of the representations and warranties of the Company and the Sellers will be subject to indemnification provisions limited, except in the case of fraud, to the 1,692,460 shares of Common Stock retained by the Sellers.

On June 17, 2016, the Company and the Licensor, Demand Pooling Global Services, LLC, terminated the Licensing Agreement in connection with the June 2016 Transaction described above. There were no early termination penalties incurred by the Company in connection with the termination of the Licensing Agreement. The Buyer ~~intends~~has todiscontinued ~~discontinue~~ the demand aggregation business in which the Company was previously engaged and tois ~~develop~~ developing the Company into a real estate company engaged primarily in the acquisition, renovation and resale of residential real estate properties, including single-family detached homes and condominiums, initially located in the San Francisco Bay area.

Results of Operations

Three Months Ended ~~June~~September 30, 2016 Compared to Three Months Ended ~~June~~September 30, 2015

There was no revenue for the three months ended ~~June~~September 30, 2016 and 2015. Net loss for three months ended ~~June~~September 30, 2016 was $2753,~~142~~312 compared to a net ~~income~~ loss of $336,~~583~~061 for the three months ended ~~June~~September 30, 2015. The increase in net loss was primarily due to ~~forgiveness~~increased ofgeneral and ~~debt~~administrative expenses during the three month period ~~ending~~ended ~~June~~September 30, 2016.

General and administrative expenses for three months ended ~~June~~September 30, 2016 increased by $5747,~~888~~251 compared to the three months ended ~~June~~September 30, 2015.

~~Six~~Nine Months Ended ~~June~~September 30, 2016 Compared to ~~Six~~Nine Months Ended ~~June~~September 30, 2015

Net loss for ~~six~~nine months ended ~~June~~September 30, 2016 increased to $3996,~~829~~496 compared to a net income of $3327,~~109~~048 for the ~~six~~nine months ended ~~June~~ September 30, 2015. The increase in net loss was primarily due to increased general and administrative expenses.

General and administrative expenses for the ~~six~~nine months ended ~~June~~September 30, 2016 increased] by $69120,~~938~~544 compared to the ~~six~~nine months ended ~~June~~September 30, 2015.

Liquidity and Capital Resources

As of ~~June~~September 30, 2016, the Company had cash on hand of $0 and total current liabilities of $43100,~~795~~299.

The Company’s net losses to date are primarily attributable to development stage activities. The Company believes that these results will not be characteristic of the Company’s operating results once it develops its real estate business. The Company’s future success is therefore very dependent upon its ability to achieve profitable operations and generate cash from operating activities.

We may seek to raise additional funds through public or private sale of our equity or debt securities, or borrowing funds from private or institutional lenders. If we raise additional funds through the issuance of debt securities, these securities would have rights that are senior to holders of our Common Stock and could contain covenants that restrict our operations. Any additional equity financing would likely be substantially dilutive to our stockholders. In addition, if we raise additional funds through the sale of preferred equity securities, new investors could have rights superior to our existing stockholders.

If we are unable to raise sufficient additional funds when needed, we would be required to further reduce operating expenses by, among other things, curtailing significantly or delaying or eliminating part or all of our operations.

Our ability to obtain additional financing is dependent on the state of the debt and/or equity market, and such markets’ reception of us and our offering terms. In addition, our ability to obtain financing may be dependent on the status of our operating activities, which cannot be predicted. There is no assurance that capital in any form will be available to us, and, if available, that it will be on terms and conditions that are acceptable.

Off-Balance Sheet Arrangements

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “Smaller Reporting Company” as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, this Item is inapplicable.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of ~~June~~September 30, 2016. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that our disclosure and controls are not designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes.

Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

Changes in Internal Control Over Financial Reporting

There were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the ~~second~~third quarter of fiscal 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

To the best knowledge of the Company’s management, the Company is not a party to any legal proceeding or litigation.

Item 1A. Risk Factors.

There have been no material changes to our Risk Factors disclosed in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2015 except as set forth in Item 8.01 of the Company’s Current Report on Form 8-K filed with the SEC on June 23, 2016.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On June 17, 2016, Kai Cheng Tang (the “Buyer”) acquired 68,812,415 shares (the “New Shares”) of the Company’s Common Stock from the Company for a price of $70,000.00 or $0.001017258 per share. The purchase of the New Shares by the Buyer was completed pursuant to a written Subscription Agreement with the Company and was notNone

The New Shares were not sold through an underwriter and, accordingly, there were no underwriting discounts or commissions involved.

The issuance of the New Shares to the Buyer described above was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), as a transactions by an issuer not involving any public offering. The Buyer represented in the Subscription Agreement his intention to acquire the New Shares for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the share certificate issued in such transaction.

The Company used all the proceeds from the sale of the New Shares to pay its outstanding liabilities.

A more complete description of this transaction was included in the Company’s Current Report on Form 8-K filed with the SEC on June 23, 2016.

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures.

None

Item 5. Other Information.

None

Item 6. Exhibits.

Exhibit No.	Description
31.1	Certification of the Company’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended ~~June~~September 30, 2016.
31.2	Certification ~~31.1 Certification~~ of the Company’s Chief ~~Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of the Company’s Chief~~ Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended ~~June~~September 30, 2016.
32.1	Certification of the Company’s Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
101	Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Balance Sheets as of ~~June~~September 30, 2016 and December 31, 2015, (ii) Statements of Operations for the three and ~~six~~nine months ended ~~June~~September 30, 2016 and ~~June~~September 30, 2015, (iii) Statements of Cash Flows for the ~~six~~nine months ended ~~June~~September 30, 2016 and ~~June~~September 30, 2015, and (iv) the notes to Financial Statements.*

*This information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, California on this ~~18th~~14th day of ~~August~~November, 2016.

DEMAND POOLING, INC. ~~By: /s/ Kai Cheng Tang Kai Cheng Tang Chief Executive Officer and Chief Financial Officer (Principal Executive, Financial and Accounting Officer)~~

	By:	/s/ Kai Cheng Tang
		Kai Cheng Tang
		Chief Executive Officer and Chief Financial Officer (Principal Executive, Financial and Accounting Officer)

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