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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 June 30, 2015

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: 000-27195

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

Nevada	98-0117139
(State or other jurisdiction of incorporation	(I.R.S. Employer Identification No.)
or organization)

25 Fordham Drive
Buffalo, New York 14216
(Address of principal executive offices) (Zip Code)

(716) 868-6789
(Registrant’s telephone number, including area code)

N/A
(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 [X]

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 [X]        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 the 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 [X]
(do not check if 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 [X]

At August 31, 2015, the registrant had 2,388,215 shares of common stock, par value $0.001 per share, issued and outstanding.

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DLD GROUP, INC.

 

FORM 10-Q REPORT

June 30, 2015

TABLE OF CONTENTS

		Page
		Number
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements.	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	5
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	12
Item 4.	Controls and Procedures.	12
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	13
Item 1A.	Risk Factors.	13
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	13
Item 3.	Defaults Upon Senior Securities.	13
Item 4.	Mine Safety Disclosures.	13
Item 5.	Other Information.	13
Item 6.	Exhibits.	13
SIGNATURES

2

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CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements”. Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Report and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management, any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

3

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PART I - FINANCIAL INFORMATION

Item 1.             Financial Statements.

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DLD Group, Inc.

June 30, 2015 and 2014

Index to the Consolidated Financial Statements

Contents	Page(s)
Consolidated Balance Sheets as of June 30, 2015 (Unaudited) and December 31, 2014	F-2
Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2015 and 2014 (Unaudited)	F-3
Consolidated Statement of Changes in Stockholders’ Equity (Deficit) for the Reporting Period Ended June 30, 2015 (Unaudited)	F-4
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2015 and 2014 (Unaudited)	F-5
Notes to the Consolidated Financial Statements (Unaudited)	F-6

F-1

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DLD Group, Inc.
Consolidated Balance Sheets

		June 30, 2015			December 31, 2014
		(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	2,317,731		$	1,524,467
Accounts receivable		114,589			143,182
Prepayments and other current assets		3,442,388			7,671,318
Total current assets		5,874,708			9,338,967
PROPERTY AND EQUIPMENT
Property and equipment		16,929,671			16,010,912
Accumulated depreciation		(2,524,290	)		(1,946,369	)
Property and equipment, net		14,405,381			14,064,543
OTHER ASSETS
Deferred expenses		87,759			370,360
Total other assets		87,759			370,360
Total assets	$	20,367,848		$	23,773,870
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable	$	173,726		$	3,677
Taxes payable		-			76,249
Advances from stockholders		8,336,510			8,659,481
Member deposits		34,750,679			-
Accured promotion cost		8,110,277			-
Other accrued expenses and current liabilities		4,521,327			1,042,853
Deferred revenue		4,632,320			481,423
Advances from affiliates		736,798			444,425
Total current liabilities		61,261,637			10,708,108
Total liabilities		61,261,637			10,708,108
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock par value $0.01: 500,000 shares authorized;           none issued or outstanding		-			-
Common stock par value $0.001: 200,000,000 shares authorized;           2,388,215 and 2,100,215 shares issued and outstanding, respectively		2,388			2,100
Additional paid-in capital		24,798,512			24,798,512
Accumulated deficit		(65,611,097	)		(11,721,222	)
Accumulated other comprehensive income (loss):
Foreign currency translation gain (loss)		(83,592	)		(13,628	)
Total stockholders' equity (deficit)		(40,893,789	)		13,065,762
Total liabilities and stockholders' equity (deficit)	$	20,367,848		$	23,773,870

See accompanying notes to the consolidated financial statements.

F-2

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DLD Group, Inc.
Consolidated Statements of Operations and Comprehensive Income (Loss)

		For the Six Months			For the Three Months			For the Six Months			For the Three Months
		Ended			Ended			Ended			Ended
		June 30, 2015			June 30, 2015			June 30, 2014			June 30, 2014
		(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenue
Marketing services	$	1,158,621		$	753,630		$	55,758		$	51,617
Terminal operator membership fees		80,781			58,062			3,039			1,513
Commission income		15,951			8,428			5,130			(20	)
Rental income		295,615			124,011			294,821			150,361
Total revenue		1,550,968			944,131			358,748			203,471
Cost of revenue
Cost of rental income		422,168			204,215			431,994			203,585
Total cost of revenue		422,168			204,215			431,994			203,585
Gross margin		1,128,800			739,916			(73,246	)		(114	)
Operating expenses
Advertising costs		6,179,906			184,039			40,704			(8,660	)
Promotion costs		36,130,864			31,084,985			-			-
Selling expenses		9,379,847			8,048,106			591,450			544,912
Research and development expenses		1,140,169			534,389			623,508			397,256
General and administrative expenses		2,183,716			1,382,362			378,839			263,868
Total operating expenses		(55,014,502	)		(41,233,881	)		1,634,501			1,197,376
Loss from operations		(55,885,702	)		(40,493,965	)		(1,707,747	)		(1,197,490	)
Other (income) expense
Interest income		(1,608	)		(1,369	)		(88	)		(85	)
Other (income) expense		5,781			4,559			640			674
Other (income) expense, net		4,173			3,190			552			589
Loss before income tax provision		(53,889,875	)		(40,497,155	)		(1,708,299	)		(1,198,079	)
Income tax provision		-			-			-			-
Net loss		(53,889,875	)		(40,497,155	)		(1,708,299	)		(1,198,079	)
Other comprehensive income (loss)
Foreign currency translation gain (loss)		(69,964	)		(71,091	)		6,950			(278	)
Total other comprehensive income (loss)		(69,964	)		(71,091	)		6,950			(278	)
Comprehensive loss	$	(53,959,839	)	$	(40,568,246	)	$	(1,701,349	)	$	(1,198,357	)
Earnings Per Share - Basic and Diluted	$	(25,37	)	$	(18.86	)	$	(0.85	)	$	(0.60	)
Weighted average common shares outstanding: - basic and diluted		2,124,090			2,147,677			2,000,000			2,000,000

See accompanying notes to the consolidated financial statements.

F-3

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DLD Group, Inc.
Consolidated Statement of Changes in Stockholders' Equity (Deficit)
For the Reporting Period Ended June 30, 2015 and December 31, 2014
(Unaudited)

														Accumulated Other
														Comprehensive
		Common stock par value $0.001:						Additional						Income (Loss)			Total
		Number of						Paid-in			Accumulated			Foreign Currency			Stockholders'
		Shares			Amount			Capital			Deficit			Translation Gain(loss)			Equity (Deficit)
Balance, December 31, 2013		2,000,000		$	2,000		$	7,135,671		$	(7,563,211	)	$	(962	)	$	(426,502	)
Reverse acquisition adjustment		100,215			100			(152,077	)								(151,977	)
Contributed capital								17,814,918									17,814,918
Comprehensive income
Net loss											(4,158,011	)					(4,158,011	)
Other comprehensive income
Foreign currency translation gain														(12,666	)		(12,666	)
Total comprehensive income																	(4,170,677	)
Balance, December 31, 2014		2,100,215			2,100			24,798,512			(11,721,222	)		(13,628	)		13,065,762
Shares issued for services		288,000			288												288
Net loss											(53,889,875	)					(53,899,875	)
Other comprehensive income (loss)
Foreign currency translation gain (loss)														(69,964	)		(69,964	)
Total comprehensive income (loss)																	(53,959,839	)
Balance, June 30, 2015		2,388,215		$	2,388		$	24,798,512		$	(65,611,097	)	$	(83,592	)	$	(40,893,789	)

See accompanying notes to the consolidated financial statements.

F-4

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DLD Group, Inc.
Consolidated Statements of Cash Flows

See accompanying notes to the consolidated financial statements.

F-5

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DLD Group, Inc.
June 30, 2015 and 2014
Notes to the Consolidated Financial Statements
(Unaudited)

Note 1 – Organization and Operations

DLD Group, Inc.

DLD Group, Inc. (formerly Europa Resources Inc. and EWRX Internet Systems, Inc.) ("DLD Group" or the "Company") was incorporated on June 25, 1997 under the laws of the State of Nevada. DLD Group is currently a non-operating holding entity with nominal assets and liabilities.

Acquisition of DLD Great Industry Limited and Consolidated Entities (“DLD BVI”) Recognized as a Reverse Acquisition

On December 30, 2014, DLD Group entered into a share exchange agreement (the “Share Exchange Agreement”) with all of the shareholders of DLD BVI, representing 100% of the then issued and outstanding capital stock of DLD BVI, and consummated the Share Exchange Agreement with the signing of the Share Exchange Agreement. Pursuant to the terms of the Share Exchange Agreement, DLD Group acquired all of the issued and outstanding shares of the capital stock of DLD BVI in exchange for 2,000,000 shares of common stock of DLD Group. The number of shares issued represented approximately 95.2% of the issued and outstanding common stock immediately after the consummation of the Share Exchange Agreement.

As a result of the controlling financial interest of the former stockholders of DLD BVI, for financial statement reporting purposes, the business combination between DLD Group and DLD BVI has been treated as a reverse acquisition with DLD BVI deemed the accounting acquirer and DLD Group deemed the accounting acquiree under the acquisition method of accounting in accordance with FASB ASC Section 805-10-55. The reverse acquisition is deemed a capital transaction and the net assets of DLD BVI (the accounting acquirer) are carried forward to DLD Group (the legal acquirer and the reporting entity) at their carrying value before the acquisition. The acquisition process utilizes the capital structure of DLD Group and the assets and liabilities of DLD BVI which are recorded at historical cost. The equity of the combined entity is the historical equity of DLD BVI retroactively restated to reflect the number of shares issued by DLD Group in the transaction.

DLD Great Industry Limited and Consolidated Entities

DLD Great Industry Limited

DLD Great Industry Limited (“DLD BVI”) was incorporated on December 11, 2012 under the laws of the Territory of the British Virgin Islands (“BVI”).

Formation of a Wholly Owned Subsidiary, DLD International Group Limited

On August 29, 2013, DLD BVI formed a wholly owned subsidiary, DLD International Group Limited ("DLD HK") under the laws of the Hong Kong Special Administrative Region (“HK SAR”) of the People’s Republic of China (“PRC”).

On November 21, 2013, DLD HK formed a wholly owned foreign enterprise, Beijing DLD Enterprise Management Consulting Co., Ltd. (“DLD WOFE") under the laws of the People’s Republic of China (“PRC”) in the City of Beijing, China.

Variable Interest Entity (“VIE”) under Common Control

Formation/Acquisition of VIEs

DLD Technology Co., Ltd. ("DLD Technology") was incorporated by the same shareholders of DLD BVI on February 23, 2012 under the laws of the People’s Republic of China (“PRC”) in the City of Beijing, China. DLD Technology engages in technology development, technology transfer, technology consulting, technology services; computer system service; data processing; application service; and software service (collectively, the “Principal Business”). On June 11, 2014, DLD Technology formed a wholly owned subsidiary, Henan DLD Information Technology Co., Ltd. ("DLD Henan") under the laws of the People’s Republic of China (“PRC”) in the City of Zhengzhou, China. DLD Henan engages in the same line of business of DLD Technology.

Shenzhen Tonychengyi Sanxing Weiye Network Technology Co., Ltd. ("STSW") was incorporated by the same shareholders of DLD BVI on August 14, 2009 under the laws of the People’s Republic of China (“PRC”) in the City of Shenzhen, Guangdong Province, China. STSW engages in research and development of internet technology and social network.

Obtaining Control of VIE upon Entry into a Series of Agreements

F-6

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On November 25, 2014, DLD WOFE entered into a series of agreements with DLD Technology and STSW (individually “VIE” or collectively "VIEs") including an Exclusive Business Cooperation and Management Agreement, an Equity Interest Pledge Agreement, an Exclusive Option Agreement and the power of attorney executed by the shareholders of DLD Technology and STSW.

(i)   Exclusive Business Cooperation and Management Agreement

Under the Exclusive Business Cooperation and Management Agreement, VIE appoints DLD WOFE as VIE’s exclusive service provider to provide VIE with complete business support, operational management and technical and consulting services to the extent permitted by the currently effective laws of China, which may include all services within the business scope of VIE as may be determined from time to time by DLD WOFE, such as but not limited to technical services, business consultations, equipment or property leasing and marketing consultancy.

DLD WOFE shall be fully and exclusively responsible for the operation of VIE, which includes the right to appoint and terminate members of its Board of Directors and the right to hire managerial and administrative personnel etc. DLD WOFE or its voting proxy shall make a shareholder’s resolution and a Board of Directors’ resolution based on the decision of DLD WOFE. DLD WOFE has the full and exclusive right to manage and control all cash flow and assets of DLD WOFE. DLD WOFE has the full and exclusive right to decide the use of the funds of VIE. DLD WOFE shall have the full and exclusive right to control and administer the financial affairs and daily operations of VIE, such as entering into and performance of contracts, and payment of fees and expenses etc.

VIE further agrees that unless receiving DLD WOFE's prior written consent, VIE shall not accept any similar consultations and/or services provided by any third party and shall not establish a similar corporate relationship with any third party regarding the matters contemplated by this agreement.

VIE may enter into equipment or property leases with DLD WOFE or any other party designated by DLD WOFE which shall permit VIE to use DLD WOFE or third parties' relevant equipment or property based on the needs of the business of VIE.

DLD WOFE shall have exclusive and proprietary rights and interests in all rights, ownership, interests and intellectual properties arising out of or created during the performance of this Agreement, including but not limited to copyrights, patents, patent applications, software, technical secrets, trade secrets and others.

The Agreement is valid for 10 years from November 24, 2014, the date of signing, and may be extended if confirmed in writing by DLD WOFE prior to the expiration thereof. The extended term shall be determined by DLD WOFE, and VIE shall accept such extended term unconditionally. Unless renewed in accordance with the relevant terms of this Agreement, the Agreement shall be terminated upon the date of expiration hereof. During the term of the Agreement, unless DLD WOFE commits gross negligence, or a fraudulent act, against VIE, VIE shall not terminate the Agreement prior to its expiration date. Nevertheless, DLD WOFE shall have the right to terminate the Agreement upon giving 30 days prior written notice to VIE at any time.

VIE shall pay an annual service fee to DLD WOFE in the equivalent amount of VIE’s audited total amount of net income of such year (the “Annual Service Fee”). If VIE’s annual net income is zero, VIE is not required to pay the Annual Service Fee; if VIE sustains losses in any fiscal year, all such losses will be carried over to next year and deducted from next year’s Annual Service Fee.

(ii)  Equity Interest Pledge Agreement

As collateral security for the timely and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of any or all of the payments due by VIE, including without limitation the annual service fee payable to DLD WOFE under the Exclusive Business Cooperation and Management Agreement, VIE’s shareholders pledge to DLD WOFE a first security interest in all of VIE’s shareholders’ right, title and interest in the Equity Interest of VIE. Prior to the full payment of the consulting and service fees described in the Exclusive Business Cooperation and Management Agreement, without DLD WOFE’s written consent, VIE’s shareholders shall not assign the Pledge or the Equity Interest in VIE.

The Agreement is conditioned upon the performance of the Exclusive Business Cooperation and Management Agreement and is terminated when the Exclusive Business Cooperation and Management Agreement is terminated.

(iii) Exclusive Option Agreement

VIE’s shareholders grant DLD WOFE an irrevocable and exclusive right to purchase, or designate one or more persons (each, a “Designee”) the right to purchase the equity interests in VIE now or then held by VIE shareholders (regardless of whether VIE’s shareholders’ capital contribution and/or shareholder ownership percentage is changed) at any time in part or in whole at DLD WOFE's sole and absolute discretion to the extent permitted by Chinese law.

Unless an appraisal is required by the laws of China applicable to the Equity Interest Purchase Option when exercised by DLD WOFE, the purchase price of the Optioned Interests (the “Equity Interest Purchase Price”) shall equal the actual capital contributions paid in the registered capital of VIE by VIE’s shareholders for the Optioned Interests.

F-7

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Without the prior written consent of DLD WOFE, VIE’s shareholders shall not in any manner supplement, change or amend the articles of association and bylaws of VIE, increase or decrease its registered capital, or change its structure of registered capital in other manners; VIE shareholders shall maintain VIE's corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs.

Without the prior written consent of DLD WOFE, VIE’s shareholders shall not at any time following the date hereof, sell, transfer, mortgage or dispose of in any manner any assets of VIE or legal or beneficial interest in the business or revenues of VIE, or allow the encumbrance thereon of any security interest; incur, inherit, guarantee or suffer the existence of any debt, except for (i) debts incurred in the ordinary course of business other than through loans; and (ii) debts disclosed to DLD WOFE for which DLD WOFE's written consent has been obtained.

VIE’s shareholders shall provide DLD WOFE with information on VIE’s business operations and financial condition at DLD WOFE's request; without the prior written consent of DLD WOFE, VIE’s shareholders shall not cause VIE to provide any person with any loan or credit.

Without the prior written consent of DLD WOFE, VIE’s shareholders shall not cause VIE to execute any major contracts, except contracts in the ordinary course of business (a contract with a value exceeding RMB100,000 shall be deemed a major contract).

If requested by DLD WOFE, VIE’s shareholders shall procure and maintain insurance in respect of VIE's assets and business from an insurance carrier acceptable to DLD WOFE, at an amount and type of coverage typical for companies that operate similar businesses.

Without the prior written consent of DLD WOFE, VIE’s shareholders shall not cause or permit VIE to merge, consolidate with, acquire or invest in any person. VIE’s shareholders shall immediately notify DLD WOFE of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to VIE' assets, business or revenue.

To maintain the ownership by VIE of all of its assets, VIE’s shareholders shall execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims.

Without the prior written consent of DLD WOFE, VIE’s shareholders shall ensure that VIE shall not in any manner distribute dividends to its shareholders, provided that upon VIE’s written request, VIE shall immediately distribute all distributable profits to its shareholders. At the request of DLD WOFE, VIE’s shareholders shall appoint any persons designated by DLD WOFE as the director and/or executive director of VIE.

The Agreement is valid for 10 years from November 24, 2014, the date of signing.

(iv)  Power of Attorney

Each shareholder of VIE has granted DLD WOFE a Power of Attorney to act on his/her behalf as his/her exclusive agent and attorney with respect to all matters concerning their Shareholding, including without limitation to: 1) attend shareholder’s meetings; 2) exercise all the shareholder's rights and shareholder's voting rights, including but not limited to the sale or transfer or pledge or disposition of their Shareholding in part or in whole; and 3) designate and appoint on their behalf the legal representative, the executive director and/or director, supervisor, the chief executive officer and other senior management members of VIE.

DLD WOFE shall have the power and authority to execute the Transfer Contracts stipulated in the Exclusive Option Agreement and to effect the terms of the Share Pledge Agreement and Exclusive Option Agreement.

DLD WOFE is entitled to re-authorize or assign its rights related to the aforesaid matters to any other person or entity at its own discretion without giving prior notice to shareholder of VIE or obtaining their consent.

Determination of VIE

Variable interest entity (“VIE”) refers to an entity (the investee) in which the investor holds a controlling interest that is not based on the majority of voting rights. A VIE is an entity meeting one of the following three (3) criteria as elaborated in FASB ASC 810-10 [formerly FIN 46 (Revised)]:

	1.	The equity-at-risk is not sufficient to support the entity's activities (e.g.: the entity is thinly capitalized, the group of equity holders possesses no substantive voting rights, etc.);
	2.	As a group, the equity-at-risk holders cannot control the entity; or

F-8

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3.

The economics do not coincide with the voting interests (commonly known as the "anti-abuse rule").

Under the above described contractual arrangements, DLD Technology and STSW became the variable interest entity of DLD WOFE on November 25, 2014 upon the entry into the above described agreements.

Presentation of the Total Assets and Liabilities of the VIEs

Pursuant to ASC paragraph 810-10-45-25 a reporting entity shall present each of the following separately on the face of the statement of financial position: a. Assets of a consolidated variable interest entity (VIE) that can be used only to settle obligations of the consolidated VIE, and b. Liabilities of a consolidated VIE for which creditors (or beneficial interest holders) do not have recourse to the general credit of the primary beneficiary. The Company reports the disclosures about VIEs in the aggregate for all of its VIE entities as they all are engaged in the same line of business and separate reporting would not provide more useful information to financial statement users in accordance with ASC paragraph 810-10-50-9.

The Company’s total assets and liabilities presented in the consolidated financial statements represent substantially all of total assets and liabilities of the VIE and VIE’s subsidiaries as DLD Group is a non-operating holding entity with nominal assets and liabilities.

Note 2 – Significant and Critical Accounting Policies and Practices

The Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles.

Basis of Presentation - Unaudited Interim Financial Information

The accompanying unaudited interim consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company as of and for the year ended December 31, 2014 and notes thereto contained in the Annual Report on Form 10-K of the Company as filed with the United States Securities and Exchange Commission (“SEC”) on April 15, 2015.

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s).

Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimates and assumptions affecting the financial statements were:

(i)	Assumption as a going concern: Management assumes that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
(ii)	Allowance for doubtful accounts: Management’s estimate of the allowance for doubtful accounts is based on historical sales, historical loss levels, and an analysis of the collectability of individual accounts; and general economic conditions that may affect a client’s ability to pay. The Company evaluated the key factors and assumptions used to develop the allowance in determining that it is reasonable in relation to the financial statements taken as a whole.
(iii)	Fair value of long-lived assets: Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.

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(iv)

Valuation allowance for deferred tax assets: Management assumes that the realization of the Company’s net deferred tax assets resulting from its net operating loss (“NOL”) carry–forwards for Federal income tax purposes that may be offset against future taxable income was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance. Management made this assumption based on (a) the Company has incurred recurring losses, (b) general economic conditions, and (c) its ability to raise additional funds to support its daily operations by way of a public or private offering, among other factors.

These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

Actual results could differ from those estimates.

Principles of Consolidation

The Company applies the guidance of Topic 810 “Consolidation” of the FASB Accounting Standards Codification (“ASC”) to determine whether and how to consolidate another entity.

Pursuant to ASC Paragraph 810-10-15-10 all majority-owned subsidiaries—all entities in which a parent has a controlling financial interest—shall be consolidated except (1) when control does not rest with the parent, the majority owner; (2) if the parent is a broker-dealer within the scope of Topic 940 and control is likely to be temporary; (3) consolidation by an investment company within the scope of Topic 946 of a non-investment-company investee. Pursuant to ASC Paragraph 810-10-15-8 the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity is a condition pointing toward consolidation. The power to control may also exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other stockholders, or by court decree. The Company consolidates all less-than-majority-owned subsidiaries, if any, in which the parent’s power to control exists.

Pursuant to ASC Paragraph 810-10-25-38 a reporting entity shall consolidate a VIE if that reporting entity has a variable interest (or combination of variable interests) that will absorb a majority of the VIE's expected losses, receive a majority of the VIE's expected residual returns, or both. A reporting entity shall consider the rights and obligations conveyed by its variable interests and the relationship of its variable interests with variable interests held by other parties to determine whether its variable interests will absorb a majority of a VIE's expected losses, receive a majority of the VIE's expected residual returns, or both. If one reporting entity will absorb a majority of a VIE's expected losses and another reporting entity will receive a majority of that VIE's expected residual returns, the reporting entity absorbing a majority of the losses shall consolidate the VIE. A reporting entity shall consolidate a VIE when that reporting entity has a variable interest (or combination of variable interests) that provides the reporting entity with a controlling financial interest on the basis of the provisions in paragraphs 810-10-25-38A through 25-38G. The reporting entity that consolidates a VIE is called the primary beneficiary of that VIE. Pursuant to ASC Paragraph 810-10-35-3, the principles of consolidated financial statements apply to primary beneficiaries’ accounting for consolidated variable interest entities (VIEs). After the initial measurement, the assets, liabilities, and non-controlling interests of a consolidated VIE shall be accounted for in consolidated financial statements as if the VIE were consolidated based on voting interests. Any specialized accounting requirements applicable to the type of business in which the VIE operates shall be applied as they would be applied to a consolidated subsidiary. The consolidated entity shall follow the requirements for elimination of intra-entity balances and transactions and other matters described in Section 810-10-45 and paragraphs 810-10-50-1 through 50-1B and existing practices for consolidated subsidiaries. Fees or other sources of income or expense between a primary beneficiary and a consolidated VIE shall be eliminated against the related expense or income of the VIE. The resulting effect of that elimination on the net income or expense of the VIE shall be attributed to the primary beneficiary (and not to non-controlling interests) in the consolidated financial statements.

Pursuant to ASC Paragraph 810-10-30-1 if the primary beneficiary of a variable interest entity (VIE) and the VIE are under common control, the primary beneficiary shall initially measure the assets, liabilities, and non-controlling interests of the VIE at amounts at which they are carried in the accounts of the reporting entity that controls the VIE (or would be carried if the reporting entity issued financial statements prepared in conformity with generally accepted accounting principles (“U.S. GAAP”).

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Pursuant to ASC Paragraph 810-10-30-2 if the primary beneficiary of a variable interest entity (VIE) and the VIE are not under common control, the initial consolidation of a VIE that is a business is a business combination and shall be accounted for in accordance with the provisions in Topic 805.

The Company's consolidated subsidiaries and/or entities are as follows:

Name of consolidated subsidiary or entity		State or other jurisdiction of incorporation or organization		Date of incorporation or formation (date of acquisition, if applicable)		Attributable interest
Subsidiaries
DLD Great Industry Limited ("DLD BVI")		British Virgin Islands		November 12, 2012		100%
DLD International Group Limited ("DLD HK")		Hong Kong SAR		August 29, 2013		100%
Beijing DLD Enterprise Management Consulting Co., Ltd. (“DLD WOFE”)		PRC		November 21, 2013		100%
Variable Interest Entity (“VIE”) under Common Control with DLD BVI
DLD Technology Co., Ltd. ("DLD Technology")		PRC		February 23, 2012		100%
Shenzhen Tongchengyi Sanxing Weiye Network Technology Co. Ltd. ("STSW")		PRC		August 14, 2009		100%

The Company, the primary beneficiary, measures the assets, liabilities, and non-controlling interests, if any, of the VIE at amounts at which they are carried in the accounts of the reporting entity that controls the VIE (or would be carried if the reporting entity issued financial statements prepared in conformity with generally accepted accounting principles (“U.S. GAAP”) due to the fact that the Company, through DLD WOFE, the primary beneficiary of the variable interest entity (VIE) and the VIE are under common control.

The consolidated financial statements include all accounts of the Company and its consolidated subsidiaries and/or VIEs at the historical cost as of the reporting period ending date(s) and for the reporting period(s) then ended.

All inter-company and inter-entity balances and transactions have been eliminated.

Fair Value of Financial Instruments

The Company follows paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments and paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs that are generally observable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

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The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, accounts receivable, prepayments and other current assets, accounts payable, taxes payable, accrued promotion cost, other accrued expenses and current liabilities and deferred revenue approximate their fair values because of the short maturity of these instruments.

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

Carrying Value, Recoverability and Impairment of Long-Lived Assets

The Company has adopted Section 360-10-35 of the FASB Accounting Standards Codification for its long-lived assets. Pursuant to ASC Paragraph 360-10-35-17 an impairment loss shall be recognized only if the carrying amount of a long-lived asset (asset group) is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset (asset group) is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset (asset group). That assessment shall be based on the carrying amount of the asset (asset group) at the date it is tested for recoverability. An impairment loss shall be measured as the amount by which the carrying amount of a long-lived asset (asset group) exceeds its fair value. Pursuant to ASC Paragraph 360-10-35-20 if an impairment loss is recognized, the adjusted carrying amount of a long-lived asset shall be its new cost basis. For a depreciable long-lived asset, the new cost basis shall be depreciated (amortized) over the remaining useful life of that asset. Restoration of a previously recognized impairment loss is prohibited.

Pursuant to ASC Paragraph 360-10-35-21 the Company’s long-lived asset (asset group) is tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The Company considers the following to be some examples of such events or changes in circumstances that may trigger an impairment review: (a) significant decrease in the market price of a long-lived asset (asset group); (b) A significant adverse change in the extent or manner in which a long-lived asset (asset group) is being used or in its physical condition; (c) A significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset (asset group), including an adverse action or assessment by a regulator; (d) An accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset (asset group); (e) A current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset (asset group); and (f) A current expectation that, more likely than not, a long-lived asset (asset group) will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The Company tests its long-lived assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.

Pursuant to ASC Paragraphs 360-10-45-4 and 360-10-45-5 an impairment loss recognized for a long-lived asset (asset group) to be held and used shall be included in income from continuing operations before income taxes in the income statement of a business entity. If a subtotal such as income from operations is presented, it shall include the amount of that loss. A gain or loss recognized on the sale of a long-lived asset (disposal group) that is not a component of an entity shall be included in income from continuing operations before income taxes in the income statement of a business entity. If a subtotal such as income from operations is presented, it shall include the amounts of those gains or losses.

Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

Accounts Receivable and Allowance for Doubtful Accounts

Pursuant to FASB ASC paragraph 310-10-35-47 trade receivables that management has the intent and ability to hold for the foreseeable future shall be reported in the balance sheet at outstanding principal adjusted for any charge-offs and the allowance for doubtful accounts. The Company follows FASB ASC paragraphs 310-10-35-7 through 310-10-35-10 to estimate the allowance for doubtful accounts. Pursuant to FASB ASC paragraph 310-10-35-9 Losses from uncollectible receivables shall be accrued when both of the following conditions are met: (a) Information available before the financial statements are issued or are available to be issued (as discussed in Section 855-10-25) indicates that it is probable that an asset has been impaired at the date of the financial statements, and (b) The amount of the loss can be reasonably estimated. Those conditions may be considered in relation to individual receivables or in relation to groups of similar types of receivables. If the conditions are met, accrual shall be made even though the particular receivables that are uncollectible may not be identifiable. The Company reviews individually each trade receivable for collectability and performs on-going credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current credit worthiness, as determined by the review of their current credit information; and determines the allowance for doubtful accounts based on historical write-off experience, customer specific facts and general economic conditions that may affect a client’s ability to pay. Bad debt expense is included in general and administrative expenses, if any.

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Pursuant to FASB ASC paragraph 310-10-35-41 Credit losses for trade receivables (uncollectible trade receivables), which may be for all or part of a particular trade receivable, shall be deducted from the allowance. The related trade receivable balance shall be charged off in the period in which the trade receivables are deemed uncollectible. Recoveries of trade receivables previously charged off shall be recorded when received. The Company charges off its trade account receivables against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

There was no allowance for doubtful accounts at June 30, 2015 or December 31, 2014.

Property and Equipment

Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation of property and equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives of the respective assets as follows:

	Estimated Useful
	Life (Years)
Buildings	20
Equipment	3-5

Upon sale or retirement, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the statements of operations.

Leases

Lease agreements are evaluated to determine whether they are capital leases or operating leases in accordance with paragraph 840-10-25-1 of the FASB Accounting Standards Codification (“Paragraph 840-10-25-1”). Pursuant to Paragraph 840-10-25-1 a lessee and a lessor shall consider whether a lease meets any of the following four criteria as part of classifying the lease at its inception under the guidance in the Lessees Subsection of this Section (for the lessee) and the Lessors Subsection of this Section (for the lessor): a. Transfer of ownership. The lease transfers ownership of the property to the lessee by the end of the lease term. This criterion is met in situations in which the lease agreement provides for the transfer of title at or shortly after the end of the lease term in exchange for the payment of a nominal fee, for example, the minimum required by statutory regulation to transfer title. b. Bargain purchase option. The lease contains a bargain purchase option. c. Lease term. The lease term is equal to 75 percent or more of the estimated economic life of the leased property. d. Minimum lease payments. The present value at the beginning of the lease term of the minimum lease payments, excluding that portion of the payments representing executory costs such as insurance, maintenance, and taxes to be paid by the lessor, including any profit thereon, equals or exceeds 90 percent of the excess of the fair value of the leased property to the lessor at lease inception over any related investment tax credit retained by the lessor and expected to be realized by the lessor. In accordance with paragraphs 840-10-25-29 and 840-10-25-30, if at its inception a lease meets any of the four lease classification criteria in Paragraph 840-10-25-1, the lease shall be classified by the lessee as a capital lease; and if none of the four criteria in Paragraph 840-10-25-1 are met, the lease shall be classified by the lessee as an operating lease. Pursuant to Paragraph 840-10-25-31 a lessee shall compute the present value of the minimum lease payments using the lessee's incremental borrowing rate unless both of the following conditions are met, in which circumstance the lessee shall use the implicit rate: a. It is practicable for the lessee to learn the implicit rate computed by the lessor. b. The implicit rate computed by the lessor is less than the lessee's incremental borrowing rate. Capital lease assets are depreciated on a straight line method, over the capital lease assets estimated useful lives consistent with the Company’s normal depreciation policy for tangible fixed assets. Interest charges are expensed over the period of the lease in relation to the carrying value of the capital lease obligation.

Operating leases primarily relate to the Company’s leases of office spaces. When the terms of an operating lease include tenant improvement allowances, periods of free rent, rent concessions, and/or rent escalation amounts, the Company establishes a deferred rent liability for the difference between the scheduled rent payment and the straight-line rent expense recognized, which is amortized over the underlying lease term on a straight-line basis as a reduction of rent expense.

Related Parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company (“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act); b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

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The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Commitment and Contingencies

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

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.

Revenue Recognition

The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. In addition to the aforementioned general policy, the following are the specific revenue recognition policies for each major category of revenue:

Marketing services

The Company’s marketing service revenues include advertising fees for online advertising, direct mail, electronic direct mail service, and selling discounted membership cards to online and offline customers who can enjoy discounts and special prices when they shop in the Company’s merchant partners’ stores online and offline. Advertising revenue is recognized ratably over the period in which the advertisement is displayed. Discounted membership cards sales revenue is recognized when the card is delivered to the customer.

Terminal operator membership fees

The Company earns membership fees from terminal operators. The terminal operators pay membership fees upon the signing of the terminal operator membership agreements which are initially deferred upon receipt and recognized ratably over the term of the membership.

Commission income

The Company earns certain percentage of the transaction amount from merchants as commission income when transactions are completed and settled through DLD supported payment system on online and offline retail marketplace. Commission is earned and recognized when the underlying transaction is completed.

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Rental income

Rental income is recognized on a straight-line basis over the term of the lease. Depreciation expense and maintenance cost of the property are recorded as the cost of rental income.

Net revenues from the sale of services represent the invoiced value of services provided, net of value added taxes (“VAT”). The Company is subject to VAT which is levied on all of the Company’s services on the invoiced value of services provided. Sales or Output VAT is borne by customers in addition to the invoiced value of services and Purchase or Input VAT is borne by the Company in addition to the invoiced value of purchases to the extent not refunded for export sales, if any.

Advertising Costs

The Company follows the guidance of the Section 720-35-25 of the FASB Accounting Standards Codification (“Section 720-35-25”) as to when advertising costs should be expensed. Pursuant to ASC Paragraph 720-35-25-1 the costs of advertising shall be expensed either as incurred or the first time the advertising takes place. The accounting policy the Company selected from these two alternatives was to expense the advertising costs when the first time the advertising takes place. Deferring the costs of advertising until the advertising takes place assumes that the costs have been incurred for advertising that will occur, such as the first public showing of a television commercial for its intended purpose and the first appearance of a magazine advertisement for its intended purpose. Such costs shall be expensed immediately if such advertising is not expected to occur.

Pursuant to ASC Paragraph 720-35-25-5 costs of communicating advertising are not incurred until the item or service has been received and shall not be reported as expenses before the item or service has been received, such as the costs of television airtime which shall not be reported as advertising expense before the airtime is used. Once it is used, the costs shall be expensed, unless the airtime was used for direct-response advertising activities that meet the criteria for capitalization under ASC paragraph 340-20-25-4.

Research and Development

The Company follows paragraph 730-10-25-1 of the FASB Accounting Standards Codification (formerly Statement of Financial Accounting Standards No. 2 “Accounting for Research and Development Costs”) and paragraph 730-20-25-11 of the FASB Accounting Standards Codification (formerly Statement of Financial Accounting Standards No. 68 “Research and Development Arrangements”) for research and development costs. Research and development costs are charged to expense as incurred. Research and development costs consist primarily of remuneration for research and development staff, depreciation and maintenance expenses of research and development equipment, material and testing costs for research and development as well as research and development arrangements with third party research and development institutions.

Foreign Currency Transactions

The Company applies the guidelines as set out in Section 830-20-35 of the FASB Accounting Standards Codification (“Section 830-20-35”) for foreign currency transactions. Pursuant to Section 830-20-35 of the FASB Accounting Standards Codification, foreign currency transactions are transactions denominated in currencies other than U.S. Dollar, the Company’s reporting currency or Chinese Yuan or Renminbi, the Company’s functional currency. Foreign currency transactions may produce receivables or payables that are fixed in terms of the amount of foreign currency that will be received or paid. A change in exchange rates between the functional currency and the currency in which a transaction is denominated increases or decreases the expected amount of functional currency cash flows upon settlement of the transaction. That increase or decrease in expected functional currency cash flows is a foreign currency transaction gain or loss that generally shall be included in determining net income for the period in which the exchange rate changes. Likewise, a transaction gain or loss (measured from the transaction date or the most recent intervening balance sheet date, whichever is later) realized upon settlement of a foreign currency transaction generally shall be included in determining net income for the period in which the transaction is settled. The exceptions to this requirement for inclusion in net income of transaction gains and losses pertain to certain intercompany transactions and to transactions that are designated as, and effective as, economic hedges of net investments and foreign currency commitments. Pursuant to Section 830-20-25 of the FASB Accounting Standards Codification, the following shall apply to all foreign currency transactions of an enterprise and its investees: (a) at the date the transaction is recognized, each asset, liability, revenue, expense, gain, or loss arising from the transaction shall be measured and recorded in the functional currency of the recording entity by use of the exchange rate in effect at that date as defined in section 830-10-20 of the FASB Accounting Standards Codification; and (b) at each balance sheet date, recorded balances that are denominated in currencies other than the functional currency or reporting currency of the recording entity shall be adjusted to reflect the current exchange rate.

Net gains and losses resulting from foreign exchange transactions, if any, are included in the Company’s statements of operations and comprehensive income (loss).

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Deferred Tax Assets andIncome Tax Provision

The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of income and comprehensive income (loss) in the period that includes the enactment date.

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty (50) percent likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary.

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

Tax years that remain subject to examination by major tax jurisdictions

The Company discloses tax years that remain subject to examination by major tax jurisdictions pursuant to the ASC Paragraph 740-10-50-15.

Foreign Currency Translation

The Company follows Section 830-10-45 of the FASB Accounting Standards Codification (“Section 830-10-45”) for foreign currency translation to translate the financial statements of the foreign subsidiary from the functional currency, generally the local currency, into U.S. Dollars. Section 830-10-45 sets out the guidance relating to how a reporting entity determines the functional currency of a foreign entity (including of a foreign entity in a highly inflationary economy), re-measures the books of record (if necessary), and characterizes transaction gains and losses. Pursuant to Section 830-10-45, the assets, liabilities, and operations of a foreign entity shall be measured using the functional currency of that entity. An entity’s functional currency is the currency of the primary economic environment in which the entity operates; normally, that is the currency of the environment, or local currency, in which an entity primarily generates and expends cash.

The functional currency of each foreign subsidiary is determined based on management’s judgment and involves consideration of all relevant economic facts and circumstances affecting the subsidiary. Generally, the currency in which the subsidiary transacts a majority of its transactions, including billings, financing, payroll and other expenditures, would be considered the functional currency, but any dependency upon the parent and the nature of the subsidiary’s operations must also be considered. If a subsidiary’s functional currency is deemed to be the local currency, then any gain or loss associated with the translation of that subsidiary’s financial statements is included in accumulated other comprehensive income. However, if the functional currency is deemed to be the U.S. Dollar, then any gain or loss associated with the re-measurement of these financial statements from the local currency to the functional currency would be included in the consolidated statements of income and comprehensive income (loss). If the Company disposes of foreign subsidiaries, then any cumulative translation gains or losses would be recorded into the consolidated statements of income and comprehensive income (loss). If the Company determines that there has been a change in the functional currency of a subsidiary to the U.S. Dollar, any translation gains or losses arising after the date of change would be included within the statement of income and comprehensive income (loss).

Based on an assessment of the factors discussed above, the management of the Company determined the relevant subsidiary’s local currency to be the functional currency for its foreign subsidiary.

The financial records of the Company are maintained in their local currency, the Renminbi (“RMB”), which is the functional currency.

F-16

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Assets and liabilities are translated from the local currency into the reporting currency, U.S. dollars, at the exchange rate prevailing at the balance sheet date. Revenues and expenses are translated at weighted average exchange rates for the period to approximate translation at the exchange rates prevailing at the dates those elements are recognized in the financial statements. Foreign currency translation gain (loss) resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining accumulated other comprehensive income in the statement of stockholders’ equity.

RMB is not a fully convertible currency. All foreign exchange transactions involving RMB must take place either through the People’s Bank of China (the “PBOC”) or other institutions authorized to buy and sell foreign exchange. The exchange rate adopted for the foreign exchange transactions are the rates of exchange quoted by the PBOC. Commencing July 21, 2005, China adopted a managed floating exchange rate regime based on market demand and supply with reference to a basket of currencies. The exchange rate of the US dollar against the RMB was adjusted from approximately RMB 8.28 per U.S. dollar to approximately RMB 8.11 per U.S. dollar on July 21, 2005. Since then, the PBOC administers and regulates the exchange rate of the U.S. dollar against the RMB taking into account demand and supply of RMB, as well as domestic and foreign economic and financial conditions.

Unless otherwise noted, the rate presented below per U.S. $1.00 was the midpoint of the interbank rate as quoted by OANDA Corporation (www.oanda.com) contained in its financial statements. Management believes that the difference between RMB vs. U.S. dollar exchange rate quoted by the PBOC and RMB vs. U.S. dollar exchange rate reported by OANDA Corporation were immaterial. Translations do not imply that the RMB amounts actually represent, or have been or could be converted into, equivalent amounts in U.S. dollars. Translation of amounts from RMB into U.S. dollars has been made at the following exchange rates for the respective periods:

		June 30, 2015			December 31, 2014			June 30, 2014			December 31, 2013
Balance sheets		6.1088			6.1460			6.1565			6.1122
Statements of operations and comprehensive income (loss)		6.1254			6.1457			6.1419			6.1943

Comprehensive Income (Loss)

The Company has applied section 220-10-45 of the FASB Accounting Standards Codification (“Section 220-10-45”) to present comprehensive income (loss). Section 220-10-45 establishes rules for the reporting of comprehensive income (loss) and its components. Comprehensive income (loss), for the Company, consists of net income and foreign currency translation adjustments and is presented in the Company’s consolidated statements of operations and comprehensive income (loss) and stockholders’ equity.

Earnings per Share

Earnings per share ("EPS") is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. EPS is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16 Basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants.

Pursuant to ASC Paragraphs 260-10-45-45-21 through 260-10-45-45-23 Diluted EPS shall be based on the most advantageous conversion rate or exercise price from the standpoint of the security holder. The dilutive effect of outstanding call options and warrants (and their equivalents) issued by the reporting entity shall be reflected in diluted EPS by application of the treasury stock method unless the provisions of paragraphs 260-10-45-35 through 45-36 and 260-10-55-8 through 55-11 require that another method be applied. Equivalents of options and warrants include non-vested stock granted to employees, stock purchase contracts, and partially paid stock subscriptions (see paragraph 260–10–55–23). Anti-dilutive contracts, such as purchased put options and purchased call options, shall be excluded from diluted EPS. Under the treasury stock method: a. Exercise of options and warrants shall be assumed at the beginning of the period (or at time of issuance, if later) and common shares shall be assumed to be issued. b. The proceeds from exercise shall be assumed to be used to purchase common stock at the average market price during the period. (See paragraphs 260-10-45-29 and 260-10-55-4 through 55-5.) c. The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) shall be included in the denominator of the diluted EPS computation.

The Company has no contingent shares issuance arrangement, stock options or warrants for the reporting period ended June 30, 2015 or 2014.

F-17

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Cash Flows Reporting

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.

The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

Subsequent Events

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements are issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

Recently Issued Accounting Pronouncements

In May 2014, the FASB issued the FASB Accounting Standards Update No. 2014-09 “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”).

This guidance amends the existing FASB Accounting Standards Codification, creating a new Topic 606, Revenue from Contracts with Customer. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

To achieve that core principle, an entity should apply the following steps:

	1.	Identify the contract(s) with the customer
	2.	Identify the performance obligations in the contract
	3.	Determine the transaction price
	4.	Allocate the transaction price to the performance obligations in the contract
	5.	Recognize revenue when (or as) the entity satisfies a performance obligations

The ASU also provides guidance on disclosures that should be provided to enable financial statement users to understand the nature, amount, timing, and uncertainty of revenue recognition and cash flows arising from contracts with customers. Qualitative and quantitative information is required about the following:

	1.	Contracts with customers – including revenue and impairments recognized, disaggregation of revenue, and information about contract balances and performance obligations (including the transaction price allocated to the remaining performance obligations)
	2.	Significant judgments and changes in judgments – determining the timing of satisfaction of performance obligations (over time or at a point in time), and determining the transaction price and amounts allocated to performance obligations
	3.	Assets recognized from the costs to obtain or fulfill a contract.

ASU 2014-09 is effective for periods beginning after December 15, 2016, including interim reporting periods within that reporting period for all public entities. Early application is not permitted.

In August 2014, the FASB issued the FASB Accounting Standards Update No. 2014-15 “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”).

In connection with preparing financial statements for each annual and interim reporting period, an entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued (or at the date that the financial statements are available to be issued when applicable). Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued (or available to be issued). The term probable is used consistently with its use in Topic 450, Contingencies.

F-18

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When management identifies conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern, management should consider whether its plans that are intended to mitigate those relevant conditions or events will alleviate the substantial doubt. The mitigating effect of management’s plans should be considered only to the extent that (1) it is probable that the plans will be effectively implemented and, if so, (2) it is probable that the plans will mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern.

If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, but the substantial doubt is alleviated as a result of consideration of management’s plans, the entity should disclose information that enables users of the financial statements to understand all of the following (or refer to similar information disclosed elsewhere in the footnotes):

	a.	Principal conditions or events that raised substantial doubt about the entity’s ability to continue as a going concern (before consideration of management’s plans)
	b.	Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations
	c.	Management’s plans that alleviated substantial doubt about the entity’s ability to continue as a going concern.

If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, and substantial doubt is not alleviated after consideration of management’s plans, an entity should include a statement in the footnotes indicating that there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or available to be issued). Additionally, the entity should disclose information that enables users of the financial statements to understand all of the following:

	a.	Principal conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern
	b.	Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations
	c.	Management’s plans that are intended to mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern.

The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted.

In November 2014, the FASB issued the FASB Accounting Standards Update No. 2014-16 “Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity” (“ASU 2014-16”).

The amendments in ASU No. 2014-16 clarify that an entity must take into account all relevant terms and features when reviewing the nature of the host contract. Additionally, the amendments state that no one term or feature would define the host contract’s economic characteristics and risks. Instead, the economic characteristics and risks of the hybrid financial instrument as a whole would determine the nature of the host contract.

The amendments in this Update are effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption, including adoption in an interim period, is permitted.

In January 2015, the FASB issued the FASB Accounting Standards Update No. 2015-01 “Income Statement—Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items” (“ASU 2015-01”).

This Update eliminates from GAAP the concept of extraordinary items and the requirements in Subtopic 225-20 for reporting entities to separately classify, present, and disclose extraordinary events and transactions.

The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption.

In February 2015, the FASB issued the FASB Accounting Standards Update No. 2015-02 “Consolidation (Topic 810) - Amendments to the Consolidation Analysis” (“ASU 2015-02”) to improve certain areas of consolidation guidance for reporting organizations (i.e., public, private, and not-for-profit) that are required to evaluate whether to consolidate certain legal entities such as limited partnerships, limited liability corporations, and securitization structures (e.g., collateralized debt/loan obligations).

F-19

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All legal entities are subject to reevaluation under the revised consolidation model. Specifically, the amendments:

	•	Eliminating the presumption that a general partner should consolidate a limited partnership.
	•	Eliminating the indefinite deferral of FASB Statement No. 167, thereby reducing the number of Variable Interest Entity (VIE) consolidation models from four to two (including the limited partnership consolidation model).
	•	Clarifying when fees paid to a decision maker should be a factor to include in the consolidation of VIEs. Note: a VIE is a legal entity in which consolidation is not based on a majority of voting rights.
	•	Amending the guidance for assessing how related party relationships affect VIE consolidation analysis.
	•	Excluding certain money market funds from the consolidation guidance.

The amendments in this Update are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period.

Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying consolidated financial statements.

Note 3 – Going Concern

The Company has elected to adopt early application of Accounting Standards Update No. 2014-15, “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”).

The Company’s consolidated financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

As reflected in the consolidated financial statements, the Company had an accumulated deficit at June 30, 2015, and a net loss for the reporting period then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company is trying to further implement its business plan and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support its daily operations. Management intends to raise additional funds by way of a private or public debt/equity offering. While the Company believes in the viability of its strategy to further implement its business plan and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private debt/equity offering.

The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company is unable to continue as a going concern.

Note 4 – Prepayments and other current assets

Prepayments and other current assets consisted of the following:

		June 30,			December 31,
		2015			2014
Prepaid advertising fees (i)	$	736,642		$	1,498,902
Prepaid television airtime (ii)		-			5,044,883
Prepaid server hosting and broadband fees (iii)		107,755			259,079
Prepaid value added tax (iv)		225,905			-
Other receivable-short term lending (v)		235,231			325,415
Prepaid rent and services		369,631			322,079
Membership card deposits receivable (vi)		1,180,724			-
Other prepayments		586,500			220,960
	$	3,442,388		$	7,671,318

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(i)	Prepaid advertising fees represent prepayments to third parties for advertising services, mainly through internet and outdoor media. The advertising expenses are expensed when the services are received.
(ii)	Prepaid television airtime represents prepayments to the China Central Television (”CCTV”) for airtime to be aired on February 18, 2015 during the Chinese Spring Festival New Year’s Eve Concert. The Company expensed the prepaid television airtime upon communicating its advertisement on February 18, 2015.
(iii)	Prepaid server hosting and broadband fees represent prepayments to third parties for server hosting and broadband services. These prepayments are expensed when the services are received.
(iv)	Prepaid value added tax.
(v)	The balance at December 31, 2014 was returned to the Company on January 9, 2015.
(vi)	As of September 7, 2015, the Company received all of the membership card deposits.

Note 5 – Property and Equipment

Property and equipment, stated at cost, less accumulated depreciation consisted of the following:

		Estimated Useful
		Life (Years)			June 30, 2015			December 31, 2014
Buildings		20		$	14,864,589		$	14,774,618
Equipment		3-5			2,065,082			1,236,294
					16,929,671			16,010,912
Less accumulated depreciation					(2,524,290	)		(1,946,369	)
				$	14,405,381		$	14,064,543

Impairment Testing and Depreciation Expense

(i)   Impairment Testing

The Company completed its annual impairment testing of property and equipment and determined that there was no impairment as their fair value, exceeded their carrying values at December 31, 2014.

(ii)  Depreciation Expense

Depreciation expense was $564,552 and $370,481 for the reporting period ended June 30, 2015 and 2014, respectively.

Note 6 – Related Party Transactions

Related parties

Related parties with whom the Company had transactions are:

Related Parties		Relationship		Related Party Transactions		Business Purpose of
						transactions
Management and significant stockholders
Mr. Wang, Fenglin		Chairman, CEO and significant stockholder		(i) Advances to the Company; (ii) Operating lease		(i) Working capital; (ii) Office lease
Mr. Wang, Wenyong		Significant stockholder, Mr. Wang, Fenglin’s son		Advances to the Company		Working capital
Mr. Wang, Lei		Mr. Wang, Fenglin’s son		Advances to the Company		Working capital

F-21

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Entities under common control
DLD Henan Network Technology Co., Ltd. ("DLD Network")		An entity majority-owned and controlled by Chairman, CEO and significant stockholder		Operating lease		Office lease
DLD Industry Development Co., Ltd. (“DLD Industry”)		An entity majority-owned and controlled by Chairman, CEO and significant stockholder		Advances to the Company		Working capital
DLD Beijing Hotel Co., Ltd. ("DLD Hotel")		An entity majority-owned and controlled by Chairman, CEO and significant stockholder		Advances to the Company		Working capital
DLD E-Payment Co., Ltd. ("DLD E-payment")		An entity majority-owned and controlled by Chairman, CEO and significant stockholder		Advances to the Company		Working capital
Zhengzhou DLD Trade and Business Co., Ltd. ("DLD Zhengzhou Trade”)		An entity majority-owned and controlled by Chairman, CEO and significant stockholder		Advances to the Company		Working capital

Advances from Significant Stockholders

From time to time, the Chairman, CEO and significant stockholders of the Company advance funds to the Company for working capital purpose. These advances are unsecured, non-interest bearing and due upon demand.

Operating Lease from Chairman and CEO

On June 6, 2014, DLD Henan entered into a non-cancellable operating lease for its 119.99 square meters commercial office space in the City of Zhengzhou, Henan Province, PRC from Mr. Wang for RMB36,000 per year expiring on June 8, 2015. Rent expense was RMB 15,000 (approximately $2,455) for the six months ended June 30, 2015.

Operating Lease from DLD Henan Network Technology Co., Ltd. (“DLD Network”)

On June 30, 2014, DLD Henan entered into a non-cancellable operating lease for its commercial office space in the City of Zhengzhou, Henan Province, PRC from DLD Network for RMB2,160,000 for a period of two years expiring on June 30, 2016. Rent expense was RMB540,000 (approximately $88,397) for the six months ended June 30, 2015. Future minimum lease payments are RMB1,080,000 (approximately $176,794) for the remainder of the lease term.

Advances from (repayments to) Affiliates

From time to time, certain affiliates of the Company advance funds from (to) the Company for working capital purpose. These advances are unsecured, non-interest bearing and due upon demand.

Note 7 – Commitments and Contingencies

Operating Leases

(i)   Operating Lease – DLD Technology Office Space

On July 10, 2012, DLD Technology entered into a non-cancelable operating lease for office space that expired on July 10, 2015. The annual lease payment was RMB1,900,000 (approximately $311,027).

On September 24, 2014, DLD Technology and DLD E-payment entered into a rent sharing agreement for the sharing of leased office space. Per the rent sharing agreement, DLD Technology and DLD E-payment will each pay RMB600, 000 (approximately $98,219) and RMB1,300,000 (approximately $212,808), respectively, effective August 1, 2014.

On July 10, 2015, DLD Technology renewed the non-cancelable operating lease for expanded office space for another two years that will expire on July 10, 2017. The annual lease payment is RMB 3,300,000 (approximately $540,204).

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On July 30, 2015, DLD Technology and DLD E-payment entered into a renewal rent sharing agreement for the sharing of leased office space. Per the rent sharing agreement, DLD Technology and DLD E-payment will each pay annual lease RMB1,100,000 (approximately $180,068) and RMB2,200,000 (approximately $360,136), respectively, effective August 1, 2015.

Future minimum lease payments required under this non-cancelable office lease without consideration of rent sharing agreement were as follows:

Year Ending December 31:		RMB			$
2015 (remainder of the year)		786,575		$	128,761
2016		1,650,000			270,102
2017		863,425			141,341
		3,300,000		$	540,204

(ii)  Operating Lease – STSW Office Space

On August 7, 2013, STSW entered into a non-cancelable operating lease for office space expiring on January 6, 2016. The annual lease payment is RMB 417,540 (approximately $68,351).

Future minimum lease payments required under this non-cancelable office lease were as follows:

Years Ending December 31:		RMB			$
2015 (remainder of the year)		208,770		$	34,175
2016		6,959			1,139
		215,729		$	35,314

Note 8 - Stockholders’ Equity (Deficit)

Shares Authorized

Upon formation the total number of shares of all classes of stock which the Company is authorized to issue is Fifty Million and Five Hundred Thousand (50,500,000) shares of which Five Hundred Thousand (500,000) shares shall be Preferred Stock, par value $0.01 per share, and Fifty Million (50,000,000) shares shall be Common Stock, par value $0.001 per share.

Amendment to the Articles of Incorporation on May 14, 1999

On May 14, 1999, the Board of the Directors of the Company unanimously adopted resolutions declaring the advisability of, and recommended that Stockholders approve the amendment to the Company’s Articles of Incorporation to authorize the Company to file a certificate of amendment to its Articles of Incorporation to increase the number of authorized shares of common stock par value $0.001 from Fifty Million (50,000,000) shares to One Hundred Million (100,000,000) shares. The amendment became effective upon the filing of the Certificate of Amendment to the Articles of Incorporation with the Secretary of State of Nevada on May 18, 1999.

Amendment to the Articles of Incorporation on November 5, 2009

On November 5, 2009, the Board of the Directors of the Company unanimously adopted resolutions declaring the advisability of, and recommended that Stockholders approve the amendment to the Company’s Articles of Incorporation to authorize the Company to file a certificate of amendment to its Articles of Incorporation to increase the number of authorized shares of common stock par value $0.001 from One Hundred Million (100,000,000) shares to Two Hundred Million (200,000,000) shares. The amendment became effective upon the filing of the Certificate of Amendment to the Articles of Incorporation with the Secretary of State of Nevada on November 5, 2009.

Common Stock

Immediately prior to the consummation of the Share Exchange Agreement on December 30, 2014, the Company had 100,215 common shares issued and outstanding.

Upon consummation of the Share Exchange Agreement on December 30, 2014, the Company issued 2,000,000 shares of its common stock for the acquisition of 100% of the issued and outstanding capital stock of DLD BVI.

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During the reporting period ended June 30, 2015, the Company issued 288,000 shares of the Company’s common stock as promotion expenses to terminal operators. The shares were value at par, or $288 and recorded as promotion expenses.

Note 9 – Promotion Costs

To enhance the Company’s market penetration and raise the Company’s brand awareness, the Company intensified its marketing and promotion efforts during the six months ended June 30, 2015. The Company launched two special promotions by distributing free membership card and by offering a discount to the face value of the Company’s membership cards. Discount rates varied between 14% and 20% depending upon the value of cards sold. Total costs of promotions were $36,130,864 for the six months ended June 30, 2015.

Note 10 – Concentrations and Credit Risk

Credit Risk Arising from Financial Instruments

Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents.

As of June 30, 2015, substantially all of the Company’s cash and cash equivalents were held in major financial institutions located in the PRC, none of which are insured. However, the Company has not experienced any losses on these accounts and management believes that the Company is not exposed to significant risks on such accounts.

Customers and Credit Concentrations

Customer concentrations and credit concentrations are as follows:

		Net Sales
		for the reporting period ended
		June 30,			June 30,
		2015			2014
Customer A		15.0%			64.7%
Customer B		20.9%			-%
Customer C		19.9%			-%
Customer D		11.9%			-%
		67.7%			64.7%

		Accounts Receivable at
		June 30,			December 31,
		2015			2014
Customer A		100.0%			79.5%
Customer B		-%			20.5%
		100.0%			100.0%

A reduction in sales from or loss of such customers would have a material adverse effect on the Company’s results of operations and financial condition.

Note 11 - Foreign Operations

Operations

Substantially all of the Company’s operations are carried out and all of its assets are located in the PRC, which may be adversely affected by significant political, economic and social uncertainties in the PRC. Although the PRC government has been pursuing economic reform policies since 1980, no assurance can be given that the PRC Government will continue to pursue such policies or that such policies may not be significantly altered, especially in the event of a change in leadership, social or political disruption or unforeseen circumstances affecting the PRC’s political, economic and social conditions; nor that the PRC government’s pursuit of economic reforms will be consistent or effective.

F-24

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Currency Convertibility Risk

Substantially all of the Company’s businesses are transacted in RMB, which is not freely convertible into foreign currencies. Under China’s Foreign Exchange Currency Regulation and Administration, the Company is permitted to exchange RMB for foreign currencies through banks authorized to conduct foreign exchange business. All foreign exchange transactions continue to take place either through the People’s Bank of China or other banks authorized to buy and sell foreign currencies at the exchange rates quoted by the People’s Bank of China. Approval of foreign currency payments by the People’s Bank of China or other institutions requires submitting a payment application form together with invoices and signed contracts.

Foreign Currency Exchange Rate Risk

On July 21, 2005, the PRC government changed its decade-old policy of pegging the value of the RMB to U.S. Dollar. Under the new policy, the RMB is permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. While the international reaction to the RMB revaluation has generally been positive, there remains significant international pressure on the PRC government to adopt an even more flexible currency policy, which could result in a further and more significant volatility of the RMB against the U.S. Dollar.

Any significant revaluation of RMB may materially and adversely affect the cash flows, revenues, earnings and financial position reported in U.S. Dollar.

The Company had no foreign currency hedges in place to reduce such exposure.

Note 12 – Subsequent Events

The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued. The Management of the Company determined that there were no reportable subsequent events to be disclosed.

F-25

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

The following discussion of the financial condition and results of operation of DLD Group Inc. for Three months ended June 30, 2015 and 2014, and for six months ended June 30, 2015 and 2014 should be read in conjunction with the selected consolidated financial data, the financial statements and the notes to those statements that are included elsewhere in this report (the “Report”). In addition to historical information, the following discussion contains certain forward-looking statements within the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements relate to our future plans, objectives, expectations and intentions. These statements may be identified by the use of words such as “may”, “will”, “could”, “expect”, “anticipate”, “intend”, “believe”, “estimate”, “plan”, “predict”, and similar terms or terminology, or the negative of such terms or other comparable terminology. Although we believe the expectations expressed in these forward-looking statements are based on reasonable assumptions within the bound of our knowledge of our business, our actual results could differ materially from those discussed in these statements. Factors that could contribute to such differences include, but are not limited to, those discussed in the “Risk Factors” section. We undertake no obligation to update publicly any forward-looking statements for any reason even if new information becomes available or other events occur in the future.

Our financial statements are prepared in U.S. Dollars and in accordance with accounting principles generally accepted in the United States. See “Critical Accounting Policies and Estimates - Foreign currency translation” below for information concerning the exchanges rates at which Renminbi and Hong Kong Dollar were translated into U.S. Dollars at various pertinent dates and for pertinent periods.

Overview

We are operating as a discount product information platform which integrates online, offline and mobile commerce in China. We consolidate discount information by operating DLD Discount Web Http://www.dld.com, an online-to-offline “O2O” promotional information marketplace, DLD E-mall, an online shopping marketplace, and E-supermarket, an online supermarket. We sell membership cards to offline customers who can enjoy discounts and special price when they shop in our merchant partners’ store offline. Our three online marketplaces and offline membership service and together with our mobile apps as a whole enables both our online and offline local merchant partners and brick-and-mortar retailers to reach consumers in a more effective and efficient manner. Our headquarter resides in the city of Beijing in China.3rd and 4th Floor, Building 3, Number 11 East Xinyuanli, North of Dongsanhuan road, Chaoyang District, Beijing, China The size of our headquarter office building is 1200 m²

Online Business

Discount Web: We start our business by launching our DLD Discount Web http://www.dld.com, which is an O2O promotional information marketplace that helps local merchants to release their daily marketing and promotional information online to capture our customers’ “in-store” spending needs in 2010 in the city of Shenzhen. To help our customers find more information about the shops more efficiently and have the most updated information about shop’s promotions, DLD Discount Web has grown to cover China’s 31 provinces, across diverse categories, including food, entertainment, travel, accommodation, and lifestyle. The number of promotion messages has reached more than 1000 pieces daily by now. Online member has grown significantly from 1,042,500 at the end of 2012 to 6,238,485 at the end of June 2015. Registered customers are able to enjoy the discounts and special price offer when they go shopping both online and offline, which are pre-negotiated by our company. We also foster an online interactive user community which allows customers to discuss, rate and review products, and services offered by the offline shops , and share shopping experiences with each other in our online community. We believe it will be the word-of-mouth spread and help attract more potential customers to our services more effectively.

E-Supermarket: Our online supermarket DLD E-Supermarket features a great selection of good quality products, convenient online service and certainly the low prices. We select quality partners in each city to ensure the service maintained with the same standards. We are planning to penetrate lower tier cities to capture the increasing demand for customers’ daily shopping needs. DLD E-Supermarket was built in May 2013, by the end of June 2015, there are more than 18,100 different types of products selling on DLD E-supermarket website through B2C model. So far it only operates in the city of Zhengzhou and we are planning to expand this business to the rest part of China. We will start from major city like Shanghai and Beijing soon.

DLD E-mall: Our online shopping marketplace DLD E-mall enables individuals to leverage the power of the Internet to establish their online presence and conduct commerce with consumers no matter where they are. We offer customers a wide selection of physical goods including apparel, makeups and jewelries, consumer electronics, baby products, home furnishings, sport wear, recreational supplies and many more. It is mainly a C2C business. DLD E-mall was established in March 2014, till the end of June 2015, DLD E-mall presents around, 18,540 merchant partners with more than 22,480 types of products.

Smart-Life Channel: One of the latest product is Smart-Life channel that we launched on DLD Discount Web recently. It is a Groupon type of business, but without requirement of a minimum number of purchasers. We believe the more convenient experience they have with us, the higher chances that they will stay with our service. Our payment system provides high security for customers to make a payment online, so that customers would not have any concerns of making online payment.

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Offline Business

To help our offline customers, we start distributing membership cards in 2012 in the city of Beijing. Our members can enjoy the discounts and special price pre-negotiated by our company with our local partners when they shop offline. Since we launched offline business, our offline customers’ base has been enjoying strong growth momentum, and has grown significantly from 5,236,200 at the end of 2014 to 12,656,476 at the end of June 2015.

DLD as a whole offers customers the most convenient shopping experience no matter they are online, offline, or on mobile. Our membership cards together with our major shopping websites http://www.dld.com and mobile apps will capture and serve customers’ shopping needs in most of perspectives. One of our new initiatives is that we will launch a global-shopping site to expand our merchant partners to foreign countries. We are aiming at bringing the competitive products and prices to our customers. In the long term, we will grow our online and mobile business, at the same time, maintain our offline competitive advantage, expand our product offerings and expend to more regions.

Results of Operations for the Three Months Ended June 30, 2015 Compared to the Three Months Ended June 30, 2014

Revenues

Our revenues generate primarily from marketing services, memberships, commissions on transactions and rent income.

For the three months ended June 30, 2015, we had net revenues of $944,139, as compared to those of $203,471 for the three months ended June 30, 2014, an increase of approximately $740,660 or 364.0% . The increase in net revenues was primarily due to core business showed the sign of business rally in 2015.

Revenue from marketing service amounted to $753,630 for the three months ended June 30, 2015 as compared to $51,617 for the three months ended June 30, 2014. Revenue from marketing service significantly increased as a result of our efforts in promoting our products and services. Membership income amounted to $58,062 for the three months ended June 30, 2015 as compared to $1,513 for the same period in 2014 as the number of participated member increment sped up. Commissions on transactions gained $8,428 for the three months ended June 30, 2015 and none for the three ended June 30, 2014. Rent income was $124,011 for the three months ended June 30, 2015, a decrease of $26,350 or -17.5%, as compared to $150,361 for the same period in 2014.

Cost of Revenue

Cost of revenue mainly came from cost of rental business. We purchased a portion of a building situated in a growing CBD in Beijing, China in August 2012. The real property are offices with total 4763 square meters for the purpose of rental business. The investment in this real property cost approximately $14,393,812 (RMB 90,804,800). Rental income amounted to $124,011 for the three months ended June 30, 2015 as compared to the rental income of $150,361 for the same period in 2014. Costs of rental were $204,215 and $203,585 for the three months ended June 30, 2015 and 2014, respectively. The cost of rental primarily consists of depreciation ($172,343), exercise tax ($426) and property taxes ($31,446) for the three months ended June 30, 2015 as compared to the depreciation ($170,675), exercise tax ($1,768) and property taxes ($31,142) for the three months ended June 30, 2014.

Gross profit

The gross profits were dramatically increased to $739,916 for the three months ended June 30, 2015 as compared to gross loss of $114 for the three months ended June 30, 2014. As discussed above, the depreciation of rental real property was part of cost of revenue.

Selling expenses

Selling expenses, mainly consist of salaries and wages for our sales and marketing personnel, promotion expenses and other operating expenses that are associated with sales and marketing activities.

Selling expenses were $8,048,106 and $544,912, for the three months ended June 30, 2015 and 2014, respectively, increased by $7,503,194 or 1377.0% . Low costs in the second quarter of 2014 were primarily due to the business still in the start-up status and some subsidiaries either have not been created or in the business preparation. And higher costs in the second quarter of 2015 were mainly due to increment of salaries and wages of salespersons in promotion.

Selling expenses consisted of the following:

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		For the Three Months Ended June 30						Increase/decrease
		2015			2014			$			%
Salary, wage and related benefits		7,780,690			498,448			7,282,242			1461.0%
Promotion		59,554			40,117			19,437			48.5%
Web system maintenance		92,196			6,109			86,087			1409.2%
Rent expense		47,460			-			47,460			100.0%
Others		68,206			238			67,968			28558.0%
Total		8,048,106			544,912			7,503,194			1377.0%
Selling expenses as % of operating revenue		981.33%			1026.01%			-			-44.67%

Compensation and related benefits increased by $7,282,242, or 1461.0%, for the three months ended June 30, 2015 compared to the three months ended June 30, 2014, as aforementioned, some subsidiaries were not formed yet, and higher costs in second quarter of 2015 due to the sales force re-enforced in the expansion of business. Sales and service offices are expended from 29 sales offices by the end of June 2014 to 156 sales offices or locations across the country by the three months ended June 30, 2015.

Promotion expense increased by $19,437 or 48.5% as the promotion was the part of efforts to promote our e-marketplace and products in additional to the advertisement.

Web systems maintenance mainly consisted of server system maintenance, web traffic and web utility fees. Maintenance expenses increased by $86,087 or 1409.2%, as a result of the maintaining in volume traffic and transactions.

Other expense includes vehicle maintenance and miscellaneous expenses.

Advertising expense

Advertising expense mainly consists of advertising on various channels such as billboard and mobile billboard, television, celebrity branding, and other traditional off-line media, and advertising design and production.

Advertising costs were $184,039 for the three months ended June 30, 2015 in a normal course of business; and our business was in a start-up status in first and second quarters of 2014.

Special Sales Promotion

During the three month period ended June 30, 2015, in order to increase market shares, raise our company’s brand awareness, and develop membership, especially business terminal operators, a more aggressive marketing promotion was launched by offering new VIP membership cards with discount 10%, 15% and 20% of card value. The discount rate depends on the value of card purchased by new individual and business members, terminal operators and consumers. The promotion carried out in more than 140 cities and places across the country. The promotion was successful. As a result, membership increased by 3.3 million and the value of cards purchased amounted to approximately RMB 1.6 billion (approximately $260 million), and received approximately 1 million consumer purchase orders online during the promotion. Total costs of the promotion were $31,084,985.

Research and Development Expenses

Research and development expenses mainly consist of salaries, benefits for product development and engineering personnel and other operating expenses such as rental and depreciation of equipment that are associated with product development and engineering activities. Total research and development expenditures were $534,390 and $397,256 for the three months ended June 30, 2015 and 2014, respectively, a 34.5% increased. System maintenance and development cost $48,077 and $10,136, and other material and testing cost for $16,163 and $10,626, for the three months ended June 30, 2015 and 2014, respectively, due to increased utility of system for research and development. Salaries and wages in research and development amounted to $395,307 for the three months ended June 2015 compared to $359,566 in 2014 mainly due to more high salaried engineers and professionals hired, and rent expenses were $74,843 and $16,928 for the three months ended June 30, 2015 and 2014, respectively, due to working space increased.

General and administrative expenses

General and administrative expenses amounted to $1,382,362 for the three months ended June 30, 2015, as compared to $263,868 for the same period in 2014, an increase of $1,118,494 or 423.9%. As previously stated the business was in a start-up status for the three months ended June 30, 2014, therefore, general and administrative expenses were lower. General and administrative expenses consisted of the following:

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		For the Three Months Ended
		June 30						Increase/decrease
		2015			2014			$			%
Salary Wage and related benefits		117,848			-			117,848			100.0%
Depreciation		112,560			13,636			98,924			725.5%
Office expenses		99,135			1,857			97,278			5238.4%
Professional fees		105,248			77,863			27,385			35.2%
Rent		56,599			127,070			-70,471			-55.5%
Travel & meeting		48,432			10,614			37,818			356.3%
Other expenses		842,540			32,828			809,712			2466.5%
Total		1,382,362			263,868			1,118,494			423.9%
G&A expense as % of operating revenue		168.56%			496.83%			-			-328.27%

Salary and wages expenses incurred $117,848 in general and administration for the three months ended June 30, 2015 as compared to $0 for the three months ended June 30, 2014 as start-up year, mainly because business rapid expansion and management and administration personals and staff were hired.

Depreciation expense increased by $98,924, or 725.5%, in the three months ended June 30, 2015, as compared to the same period in 2014. The increase was primarily due to the additional equipment purchased in second half year of 2014.

Office and office related expenses increased by $97,278, in the three months ended June 30, 2015, as compared to a few dollars spent the same period in 2014. As the business expanded office expense increased accordingly.

Professional service fees increased by $27,385 in the three months ended June 30, 2015, as compared to the same period in 2014. The increase was due to most of consulting, accounting and legal fees incurred and paid in current period.

Rent expenses incurred for offices of the subsidiaries located in China. Rent expense decreased by 70,471, or -55.5%, for the three months ended June 30, 2015, as compared to the same period in 2014. The decrease was primarily because office space adjustments in order to fulfill the tasks and support the marketing forces.

Travel and meeting increased to $48,432 in the three months ended June 30, 2014 as compared to $10,614 in the same period of 2014. As the business activities increased.

Other general and administrative expenses included allowance for uncollectible membership card deposits in the amount of $820,664 for the three months ended June 30, 2015. The remaining other general and administrative expenses  mainly included local transportation, repairs, annual filling fees and certain low-value miscellaneous items. Their amounts varied period over period due to different circumstances.

Loss from operations

For the three months ended June 30, 2015, loss from operations was $40,493,965, as compared to the loss $1,197,490 for the three months ended June 30, 2014, a loss increase by $39,296,475 or 3281.57%, mainly due to the aggressive business expansion in increasing in the advertising, marketing promotions and labor force, R&D expenditure and general and administrative costs

Other income (expenses)

For the three months ended June 30, 2015 and 2014, other income (expense) mainly came from interest income and other expenses.

Income tax expense

For the three months ended June 30, 2015 and June 30, 2014, income tax amounted to $0 due to the operating losses.

Net loss

As a result of the factors described above, our net losses for the three months ended June 30, 2015 was loss of $40,497,155. For the three months ended June 30, 2014, we had net loss of $1,198,079.

Foreign currency translation gain

The functional currency of our subsidiaries operating in the PRC is the Chinese Yuan or Renminbi (“RMB”). The financial statements of our subsidiaries are translated to U.S. dollars using year end rates of exchange for assets and liabilities, and average rates of exchange (for the year) for revenues, costs, and expenses. Net gains and losses resulting from foreign exchange transactions are included in the consolidated statements of operations. As a result of these translations, which are a non-cash adjustment, we reported a foreign currency translation loss of $71,091 for the three months ended June 30, 2015 as compared to the loss of $278 for the same period in 2014. This non-cash loss had the effect of decreasing our reported comprehensive income.

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Comprehensive loss

For the three months ended June 30, 2015 and 2014, comprehensive losses of $40,568,246 or ($18.86) per share and $1,198,357 or ($0.60) per share were derived from the sum of our net losses plus foreign currency translation losses, respectively.

Results of Operations for the Six Months Ended June 30, 2015 Compared to the Six Months Ended June 30, 2014

Revenues

Our revenues generate primarily from marketing services, memberships, commissions on transactions and rent income.

For the six months ended June 30, 2015, we had net revenues of $1,550,968, as compared to those of $358,748 for the six months ended June 30, 2014, an increase of approximately $1,192,220 or 332.3% . The increase in net revenues was primarily due to core business showed the sign of business rally in 2015.

Revenue from marketing service amounted to $1,158,621 for the six months ended June 30, 2015 as compared to $55,758 for the six months ended June 30, 2014. Revenue from marketing service significantly increased as a result of our efforts in promoting our products and services. Membership income amounted to $80,781 for the six months ended June 30, 2015 as compared to $3,039 for the same period in 2014 as the number of participated member increment sped up. Commissions on transactions gained $15,951 for the six months ended June 30, 2015 and $5,130 for the six ended June 30, 2014. Rent income was $295,615 for the six months ended June 30, 2015, as compared to $294,821 for the same period in 2014.

Cost of Revenue

Cost of revenue mainly came from cost of rental business. We purchased a portion of a building situated in a growing CBD in Beijing, China in August 2012. The real property are offices with total 4763 square meters for the purpose of rental business. The investment in this real property cost approximately $14,393,812 (RMB 90,804,800). Rental income amounted to $295,615 for the six months ended June 30, 2015 as compared to the rental income of $294,821 for the same period in 2014. Costs of rental were $422,168 and $431,994 for the six months ended June 30, 2015 and 2014, respectively. The cost of rental primarily consists of depreciation ($343,623), exercise tax ($15,847) and property taxes ($62,698) for the six months ended June 30, 2015 as compared to the depreciation ($342,700), exercise tax ($26,764) and property taxes ($62,530) for the six months ended June 30, 2014.

Gross profit

The gross profits were dramatically increased to $1,128,800 for the six months ended June 30, 2015 as compared to gross loss of $73,246 for the six months ended June 30, 2014. As discussed above, the depreciation of rental real property was part of cost of revenue.

Selling expenses

Selling expenses, mainly consist of salaries and wages for our sales and marketing personnel, promotion expenses and other operating expenses that are associated with sales and marketing activities.

Selling expenses were $9,379,847 and $591,450, for the six months ended June 30, 2015 and 2014, respectively, increased by $8,788,397 or 1485.9% . Low costs in the first six months of 2014 were primarily due to the business still in the start-up status and some subsidiaries either have not been created or in the business preparation. And higher costs in the first six months of 2015 were mainly due to increment of salaries and wages of salespersons in promotion.

Selling expenses consisted of the following:

		For the Six Months Ended June 30						Increase/decrease
		2015			2014			$			%
Salary, wage and related benefits		8,853,978			529,111			8,324,867			1573.4%
Promotion		114,000			48,780			65,220			133.7%
Web system maintenance		208,165			12,102			196,063			1620.1%
Rent expense		77,189			-			77,189			100.0%
Others		126,515			1,457			125,058			8583.3%
Total		9,379,847			591,450			8,788,397			1485.9%
Selling expenses as % of operating revenue		747.19%			925.20%			-			-178.01%

Compensation and related benefits increased by $8,324,867, or 1573.4%, in the six months ended June 30, 2015 compared to the six months ended June 30, 2014, as aforementioned, some subsidiaries were not formed yet, and higher costs in six months of 2015 due to the sales force re-enforced in the expansion of business. Sales and service offices are expended from 29 sales offices by the end of June 2014 to 156 sales offices or locations across the country by the six months ended June 30, 2015.

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Promotion expense increased by $65,220 or 133.7% as the promotion was the part of efforts to promote our e-marketplace and products in additional to the advertisement.

Web systems maintenance mainly consisted of server system maintenance, web traffic and web utility fees. Maintenance expenses increased by $196,063 or 1620.1%, as a result of the maintaining in volume traffic and transactions.

Other expense includes vehicle maintenance and miscellaneous expenses.

Advertising expense

Advertising expense mainly consists of advertising on various channels such as billboard and mobile billboard, television, celebrity branding, and other traditional off-line media, and advertising design and production.

Advertising costs amounted to $6,179,906 for the six months ended June 30, 2015 with a special TV program advertising in the first quarter of 2015; and our business was in a start-up status in first and second quarters of 2014.

As a part of business campaign strategy, we re-launch advertising campaign in 2015 to introduce and promote the public awareness of our service, particularly through advertising on the China Central Television station (”CCTV”) , China’s biggest television network. An advertising in the amount of $5,044,833 expensed when the program aired on CCTV on February 18, 2015 during the Chinese Spring Festival New Year’s Eve Concert, a highest audience share in a year.

Special Sales Promotion

In February 2015, in order to keep existing online and offline business members and individual members and attract new members and consumers, and enhance the exchange local terminal operators’ cash flows, the management decided to launch an aggressive promotion by disseminating 3 million member cards with RMB 10 bonus (approximately US dollar $1.6) each card for those who were participating the program or register online to become members. Total spending was 31 million RMB (approximately $5,045,879) during the Chinese Spring Festival New Year. The promotion was successful. As a result the membership increased by approximately 3.5 million from 5,236,200 at the end of 2014 to 8,761,128 at the end of March 2015.

During the three month period ended June 30, 2015, in order to increase market shares, raise our company’s brand awareness, and develop membership, especially business terminal operators, a more aggressive marketing promotion was launched by offering new VIP membership cards with discount 10%, 15% and 20% of card value. The discount rate depends on the value of card purchased by new individual and business members, terminal operators and consumers. The promotion carried out in more than 140 cities and places across the country. The promotion was successful. As a result, membership increased by 3.3 million and the value of cards purchased amounted to approximately RMB 1.6 billion (approximately $260 million), and received approximately 1 million consumer purchase orders online during the promotion. Total costs of the promotion were $36,130,864 for the six months ended June 30, 2015.

Research and Development Expenses

Research and development expenses mainly consist of salaries, benefits for product development and engineering personnel and other operating expenses such as rental and depreciation of equipment that are associated with product development and engineering activities. Total research and development expenditures were $1,140,169 and $623,508 for the six months ended June 30, 2015 and 2014, respectively, a 82.9% increased. System maintenance and development cost $90,010 and $20,352, and other material and testing cost for $31,038 and $12,477, for the six months ended June 30, 2015 and 2014, respectively, due to increased utility of system for research and development. Salaries and wages in research and development amounted to $5,513,454 for the six months ended June 2015 compared to $556,688 in 2014 mainly due to more high salaried engineers and professionals hired, and rent expenses were $119,018 and $33,991 for the six months ended June 30, 2015 and 2014, respectively, due to working space increased.

General and administrative expenses

General and administrative expenses amounted to $2,183,716 for the six months ended June 30, 2015, as compared to $378,839 for the same period in 2014, an increase of $1,804,877 or 476.4%. As previously stated the business was in a start-up status for the six months ended June 30, 2014, therefore, general and administrative expenses were lower. General and administrative expenses consisted of the following:

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		For the Six Months Ended June 30						Increase/decrease
		2015			2014			$			%
Salary Wage and related benefits		472,240			-			472,240			100.0%
Depreciation		211,658			24,276			187,382			771.9%
Office expenses		132,381			2,087			130,294			6243.1%
Professional fees		283,138			84,902			198,236			233.5%
Rent		145,704			204,712			-59,008			-28.8%
Travel & meeting		92,198			29,223			62,975			215.5%
Other expenses		846,397			33,639			812,758			2416.1%
Total		2,183,716			378,839			1,804,877			476.4%
G&A expense as % of operating revenue		173.95%			592.61%			-			-418.66%

Salary and wages expenses incurred $472,240 in general and administration for the six months ended June 30, 2015 as compared to $0 for the six months ended June 30, 2014 as start-up year, mainly because business rapid expansion and management and administration personals and staff were hired.

Depreciation expense increased by $187,382, or 771.9%, in the six months ended June 30, 2015, as compared to the same period in 2014. The increase was primarily due to the additional equipment purchased in second half year of 2014.

Office and office related expenses increased by $130,294, in the six months ended June 30, 2015, as compared to a few dollars spent the same period in 2014. As the business expanded office expense increased accordingly.

Professional service fees increased by $198,236 in the six months ended June 30, 2015, as compared to the same period in 2014. The increase was due to most of consulting, accounting and legal fees incurred and paid in current period.

Rent expenses incurred for offices of the subsidiaries located in China. Rent expense decreased by 59,008, or -28.8%, for the six months ended June 30, 2015, as compared to the same period in 2014. The decrease was primarily because office space adjustments in order to fulfill the tasks and support the marketing forces.

Travel and meeting increased to $92,198 in the six months ended June 30, 2014 as compared to $29,223 in the same period of 2014. As the business activities increased.

Other general and administrative expenses included allowance for uncollectible membership card deposits in the amount of $820,664 for the six months ended June 30, 2015. The remaining other general and administrative expenses  mainly included local transportation, repairs, annual filling fees and certain low-value miscellaneous items. Their amounts varied period over period due to different circumstances.

Loss from operations

For the six months ended June 30, 2015, loss from operations was $53,885,702, as compared to the loss $1,707,747 for the six months ended June 30, 2014, a loss increase by $52,177,955 or 3055.37%, mainly due to the aggressive business expansion in increasing in the advertising, marketing promotions and labor force, R&D expenditure and general and administrative costs

Other income (expenses)

For the six months ended June 30, 2015 and 2014, other income (expense) mainly came from interest income and other expenses.

Income tax expense

For the three months ended June 30, 2015 and June 30, 2014, income tax amounted to $0 due to the operating losses.

Net loss

As a result of the factors described above, our net losses for the six months ended June 30, 2015 was loss of $53,889,875. For the six months ended June 30, 2014, we had net loss of $1,708,299.

Foreign currency translation gain

The functional currency of our subsidiaries operating in the PRC is the Chinese Yuan or Renminbi (“RMB”). The financial statements of our subsidiaries are translated to U.S. dollars using year end rates of exchange for assets and liabilities, and average rates of exchange (for the year) for revenues, costs, and expenses. Net gains and losses resulting from foreign exchange transactions are included in the consolidated statements of operations. As a result of these translations, which are a non-cash adjustment, we reported a foreign currency translation loss of $69,964 for the six months ended June 30, 2015 as compared to the gain of $6,950 for the same period in 2014. This non-cash loss had the effect of decreasing our reported comprehensive income.

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Comprehensive loss

For the six months ended June 30, 2015 and 2014, comprehensive losses of $53,959,839 or ($25.37) per share and $1,701,349 or ($0.85) per share were derived from the sum of our net losses plus foreign currency translation losses, respectively.

Liquidity and Capital Resources

We have funded our operation primarily through paid-in capital, sales of services, and advance from stockholders. Currently cash flows generated through advance from shareholders and officers and operations, major shareholders will continue to either infuse the capital or advance the cash in order to sustain current level operations and expansion for the next twelve months.

As of June 30, 2015, our balance of cash and cash equivalents was $2,317,731. As of June 30, 2014, our balance of cash and cash equivalents was $291,567, an increase of $2,026,164 or 694.9%, mainly due to net cash provided by operating activities.

The following summarizes the key components of the cash flows for the six months ended June 30, 2015 and 2014:

		For the Six Months Ended June 30,						Increase/decrease
		2015			2014			$			%
Net cash provided by (used in) operating activities		1,689,566			(1,529,589	)		3,219,155			-210.5%
Net cash used in investing activities		(819,061	)		(18,526	)		(800,535	)		4321.1%
Net cash provided by (used in) financing activities		(85,669	)		1,822,536			(1,908,205	)		-104.7%
Effect of foreign currency translation		8,428			211			8,217			3893.8%
Net increase(decrease) in cash and cash equivalents		793,264			274,632			518,632			188.8%

In summary, our cash flows were:

Net cash provided by operating activities increased for the six months ended June 30, 2015 by $3,219,155 to $1,689,566, from net cash used in operating activities of $1,529,589 for the six months ended June 30, 2014. These changes were mainly caused by the following changes: an increase in net loss of $52,181,576, an increase in depreciation of $194,071, a decrease in accounts receivable of $156,001, an increase in various prepayments of $4,965,555, an increase of customers deposits for $34,512,741, an increase in accrued promotion expense of $8,088,298, an increase in accrued benefit expense for $253,374, an increase in account payable of $169,566, an increase in cash provided in accrued expenses and other current liabilities of $3,390,965, and an increase in deferred revenue by $4,101,060.

Net cash used in investing activity increased by $800,535, from $18,526, for the six months ended June 30, 2015 compared to the same period ended in 2014, which is mainly due to increases in purchases of hardware for research and development, various office furniture and equipment as office space and labor increased.

Net cash provided by financing activities decreased by $1,908,205 or -104.7% for the six months ended June 30, 2015 compared to $1,822,536 provided by financing activities at the same period ended in 2014. These changes were mainly caused by following changes: a decrease in advance from shareholders in the amount of $1,891,570, an increase in advances from affiliates for $330,604 and a decrease in capital contribution for $347,239.

Working capital decreased by $54,017,788 to deficit of $55,386,929 as of June 30, 2015 from working capital deficit of $1,369,141 as of December 31, 2014.  Major items caused working capital deficit widen were advertising costs and special sales promotions in total approximately $42,310,770. In order to stay cost competitive in the long-run, we plan to introduce venture capital as many venture capitalists find our profitable business model and remarkable progress.

On November 26, 2014, we received capital contribution in the amount of RMB 107.5 million (approximately $17,814,917), and paid off majority short term advances and payables. We will continue to invest in our business, with expected positive operating cash flow fueled by our profit. We will also plan to restructure the debts and advances from major shareholders to keep sufficient operating cash to sustain current level operations for at least the next twelve months.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or entered into any non-financial assets.

Going concern

The Report of Our Independent Registered Public Accounting Firm Contains Explanatory Language That Substantial Doubt Exists About Our Ability To Continue As A Going Concern.

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As reflected in the accompanying unaudited consolidated financial statements, we had an accumulated deficit of $65,611,097, a working capital deficiency of $55,386,929 as of June 30, 2015 and a net loss of $53,889,875 for the six months ended June 30, 2015. These factors raise substantial doubt about our ability to continue as a going concern. Management intends to further implement its business plan and generate sufficient revenue and to raise additional funds by way of a private or public offering.  While we believes in the viability of our strategy to further implement our business plan and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect.  The ability of our company to continue as a going concern is dependent upon our ability to further implement our business plan and generate sufficient revenue and our ability to raise additional funds by way of a public or private offering. Our consolidated financial statements do not include any adjustments that might be necessary if our company is unable to continue as a going concern.

Critical Accounting Policies and Estimates

Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We continually evaluate our estimates, including those related to bad debts, inventories, recovery of long-lived assets, income taxes, and the valuation of equity transactions. We base our estimates on historical experience and on various other assumptions that we believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Any future changes to these estimates and assumptions could cause a material change to our reported amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of the financial statements.

While our significant accounting policies are fully described in Note 2 to our consolidated financial statements for the six months ended June 30, 2015 and 2014, we believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating this management’s discussion and analysis.

Accounts receivable

Accounts receivable are recorded net of allowance for doubtful accounts. We provide an allowance for doubtful accounts equal to the estimated uncollectible amounts. Periodically, our management assesses customer credit history and relationships as well as performs accounts receivable aging analysis. Based on the results, our management determines whether certain balances are deemed uncollectible at the end of each period. Currently, we have no, or have a few accounts receivables due to our nature of business.

Property and equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using straight-line method over the estimated useful lives of the assets. The estimated useful lives of the assets are as follows:

	Estimated Useful Life
Electronic equipment	3 years
Office furniture	5 years
Buildings	20 years

Revenue recognition

We derive our core revenues primarily from marketing services, memberships, commissions and membership. Revenue is recognized when persuasive evidence of an arrangement exists, the price is fixed or determinable, service is performed and collectability of the related fee is reasonably assured.

Marketing services mainly consists of online and offline membership card sales, advertising income from direct mail (DM),electronic direct email(EDM) and Advertising revenue is recognized ratably over the period in which the advertisement by displaying of an online storefront on our marketplace through our e-commerce platform. Discounted membership cards sales revenue is recognized when the card is delivered to the customer

Membership is a terminal operating merchant of our e-commerce platform. Members can buy our membership card at discount rate and resale of the membership cards to general consumers. Membership fee income is recognized ratably over the term of the membership when membership service is provided.

Commissions on transactions are the income shared the profits with our contracted or associated online and offline stores when cardholder shopping with that store by using membership cards. Commission income is earned when a transaction is completed and settled through the DLD supported payment system on online and offline retail marketplace. Commission on the transaction is recognized when the underlying transaction is completed.

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Impairment of Long-Lived Assets

Long-lived assets, including property, plant and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

Foreign Currency Translation and Transactions

Our accompanying audited consolidated financial statements are presented in U.S. dollars (“USD”). DLD Group, Inc. and DLD Great Industries Ltd. are kept in US dollars, and DLD International Group Limited’s functional currency in portion is Hong Kong Dollar (“HKD”) but keep the accounting book in US dollars; Beijing DLD Enterprise Management Consulting Co. Ltd.(DLD WOFE), DLD Technology Co., Ltd. and its 7 branch companies, and its subsidiary company Henan Dianliandian Information Technology Co., Ltd. and Shenzhen Tonychengyi Sanxing Weiye Internet Technology Co., Ltd.’s functional currency is Chinese Yuan Renminbi (“RMB”). Our audited consolidated financial statements are translated into USD in accordance with the Codification ASC 830, Foreign Currency Matters. All assets and liabilities were translated at the current exchange rate, at respective balance sheet dates, stockholders’ equity is translated at the historical rates and income statement items are translated at the average exchange rate for the reporting periods. The resulting translation adjustments are reported as other comprehensive income and accumulated other comprehensive income in stockholders’ equity in Accordance with the Codification ASC 220, Comprehensive Income.

Transaction gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. There were no material transaction gains or losses in the periods presented.

Cash flow from our operations included in the statement of cash flows is calculated based upon the functional currency using the average translation rate. As a result, amounts related to assets and liabilities reported on the statement of cash flows will not necessarily agree with arithmetical changes in the corresponding balances on the consolidated balance sheets. No presentation is made that the RMB amounts could have been, or could be, converted into USD at the rates used in translation.

The PRC government imposes significant exchange restrictions on fund transfers out of the PRC that are not related to business operations. These restrictions have not had a material impact on us since we have not engaged in any significant transactions that are subject to the restrictions.

The exchange rates used to translate amounts in RMB into USD for the purposes of preparing our consolidated financial statements were as follows:

Quarter end and year end RMB: USD exchange rate

June 30, 2015	December 31, 2014	June 30, 2014	December 31, 2013
6.1088	6.146	6.1565	6.1122

Average quarterly and yearly RMB: USD exchange rate

June 30, 2015	December 31, 2014	June 30, 2014	December 31, 2013
6.1254	6.1457	6.1419	6.1943

Recently Issued Accounting Pronouncements

Refer to Note 2 in our accompanying consolidated audited financial statements.

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Item 3.             Quantitative and Qualitative Disclosures About Market Risk.

Smaller reporting companies are not required to provide the information required by this item.

Item 4.             Controls and Procedures.

Disclosure Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company's management, including the Company's Chief Executive Officer (the Company's principal executive officer and interim principal accounting officer), of the effectiveness of the Company's disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company's Chief Executive Officer concluded that the Company's disclosure controls and procedures were not effective as of June 30, 2015 based on the material weaknesses in the Company's internal control over financial reporting as disclosed below.

•	The Company does not have sufficient accounting personnel, which would provide segregation of duties within our internal control procedures to support the accurate and timely reporting of our financial results;
•	The Company’s current accounting personal lack experience and knowledge in identifying and resolving complex accounting issues under U.S. General Accepted Accounting Principles (GAAP); and
•	The Company currently does not have an audit committee to oversight the financial reporting process.

Changes in Internal Control over Financial Reporting

No changes were made to our internal control over financial reporting during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1.             Legal Proceedings.

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A.          Risk Factors.

Smaller reporting companies are not required to provide the information under this item.

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

Exhibit
Number		Exhibit Title
31.1		Certification of Principal Executive and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1+		Certification of Principal Executive and Principal Financial Officer, 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 Schema
101.CAL		XBRL Taxonomy Calculation Linkbase
101.DEF		XBRL Taxonomy Definition Linkbase
101.LAB		XBRL Taxonomy Label Linkbase
101.PRE		XBRL Taxonomy Presentation Linkbase

+In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed.

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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.

	DLD GROUP, INC.
	By:/s/ Fenglin Wang
	Fenglin Wang
	Chief Executive Officer
	(Duly Authorized Officer, Principal Executive Officer
	and interim Principal Financial Officer)
	Dated: October 16, 2015

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     EXHIBIT 31.1

CERTIFICATION
OF PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, Fenglin Wang, certify that:

1.      I have reviewed this Quarterly Report on Form 10-Q of DLD Group, Inc.;

2.      Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.      Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.      The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.      The registrants’ other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 16, 2015

/s/ Fenglin Wang
Fenglin Wang
Chief Executive Officer
Chief Financial Officer
(Principal Executive Officer)
(Principal Financial Officer)

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Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of DLD Group, Inc. (the “Company”), does hereby certify, to such officer’s knowledge, that:

The Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Form 10-Q.

Date: October 16, 2015

/s/ Fenglin Wang
Fenglin Wang
Chief Executive Officer
Chief Financial Officer
(Principal Executive Officer)
(Principal Financial Officer)

The foregoing certification is being furnished as an exhibit to the Form 10-Q pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and, accordingly, is not being filed as part of the Form 10-Q for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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