CHINA DU KANG CO. LTD. - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - CHINA DU KANG CO. LTD.	Financial_Report.xls
EX-32.2 - CERTIFICATION - CHINA DU KANG CO. LTD.	cdkg_ex322.htm
EX-31.1 - CERTIFICATION - CHINA DU KANG CO. LTD.	cdkg_ex311.htm
EX-31.2 - CERTIFICATION - CHINA DU KANG CO. LTD.	cdkg_ex312.htm
EX-32.1 - CERTIFICATION - CHINA DU KANG CO. LTD.	cdkg_ex321.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2014

¨	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from __________ to __________

Commission File No. 000-53833

CHINA DU KANG CO., LTD.

(Exact name of Registrant as specified in its charter)

NEVADA		90-0531621
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

Town of Dukang, Baishui County,

A-28, Van Metropolis, #35 Tangyan Road,

Xi'an, Shaanxi, PRC, 710065

(Address of principal executive offices)

8629-88830106-822

(Issuer's telephone number)

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

Indicate by check mark whether the registrant has submitted electronically 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 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

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

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: November 14, 2014: 100,113,791 shares of common stock.

China Du Kang Co., Ltd.

FORM 10-Q

TABLE OF CONTENTS

		Page No.
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements.	3

	Consolidated Balance Sheets as of September 30, 2014 (unaudited) and December 31, 2013 (audited)	3

	Consolidated Statements of Operations for the three and nine months ended September 30, 2014 and 2013 (unaudited)	4

	Consolidated Statement of Comprehensive Income for the three and nine months ended September 30, 2014 and 2013 (unaudited)	5

	Consolidated Statements of Cash Flows for the three and nine months ended September 30, 2014 and 2013 (unaudited)	6

	Notes to Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40

Item 4.	Controls and Procedures	40

PART II. OTHER INFORMATION

Item 6.	Exhibits	41

Signatures		42

ITEM 1. FINANCIAL INFORMATION

CHINA DU KANG CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

					September 30,			December 31,
					2014			2013
					(unaudited)
ASSETS
Current Assets:
	Cash and cash equivalents				$	124,638		$	573,546
	Notes receivable					-			32,712
	Accounts receivable (Note 4)					622,937			527,521
	Others receivable					74,804			30,581
	Prepaid expenses (Note 5)					608,636			470,409
	Inventories (Note 6)					8,417,266			8,385,490
		Total current assets				9,848,281			10,020,259

Property, Plant and Equipment, net (Note 7)						6,952,107			7,023,716
Intangible assets, net (Note 8)						1,934,116			1,978,981
Long-term investment						1,999,902			2,013,641

Total Assets					$	20,734,406		$	21,036,597

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
	Accounts payable				$	2,383,599		$	2,290,540
	Accrued expenses (Note 9)					358,298			138,805
	Others payable					147,345			96,494
	Taxes payable (Note 10)					7,375			68,987
	Deferred revenue (Note 11)					1,775,603			1,915,169
	Security deposit					39,157			31,946
	Lease liability-current					46,266			76,892
		Total Current Liabilities				4,757,643			4,618,833

Long-term Liabilities:
	Lease liability-long-term					636,270			689,677
		Total Long-term Liabilities				636,270			689,677
Total Liabilities						5,393,913			5,308,510

Commitments and Contingencies (Note 16)						-			-

Shareholders' Equity:
	China Du Kang Co., Ltd. Shareholders' Equity
		Preferred stock, par value $0.001, 5,000,000 shares authorized; no shares issued and outstanding as of September 30, 2014 and December 31, 2013				-			-
		Common stock, par value $0.001, 250,000,000 shares authorized; 100,113,791 shares issued and outstanding as of September 30, 2014 and December 31, 2013				100,114			100,114
		Additional paid-in capital				26,593,393			26,593,393
		Accumulated deficit				(21,293,686	)		(21,088,318	)
		Accumulated other comprehensive income				(543,500	)		(436,437	)
				Total China Du Kang Co., Ltd. Shareholders' equity (deficit)		4,856,321			5,168,752
	Noncontrolling Interest					10,484,172			10,559,335
		Total Equity (Deficit)				15,340,493			15,728,087
			Total Liabilities and Equity (Deficit)		$	20,734,406		$	21,036,597

See Notes to Consolidated Financial Statements

CHINA DU KANG CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

				For the Three Months Ended						For the Nine Months Ended
				September 30,						September 30,
				2014			2013			2014			2013
				(unaudited)			(unaudited)			(unaudited)			(unaudited)
Revenues
	Sales of Liquor			$	504,374		$	1,215,394		$	2,898,119		$	3,601,121
	Costs of Liquor Sold				410,793			856,042			2,190,418			2,185,630
		Gross Profit			93,581			359,352			707,701			1,415,491

Operating Expenses

	Selling Expenses
		Advertising expenses			11,392			30,637			36,238			107,715
		Promotion expenses			105,738			104,931			117,513			284,035
		Office expenses			238			7,009			6,692			13,460
		Sales commission			37,753			44,176			117,378			115,768
		Travel and entertainment			19,442			20,155			56,948			56,904
			Total Selling Expenses		174,563			206,908			334,769			577,882

	General and Administrative Expenses
		Payroll			56,643			69,392			158,843			161,658
		Employee benefit and pension			4,358			21,280			16,227			35,033
		Depreciation and amortization expenses			61,261			31,233			183,709			92,001
		Professional Fees			47,628			3,382			71,906			6,550
		Taxes			134,327			7,333			149,870			21,057
		Office expenses			13,699			15,357			34,635			38,791
		Vehicle expenses			2,506			4,852			10,727			19,325
		Bad debt expenses			-			-			-			25,191
		Travel and entertainment			3,267			6,706			10,537			20,011
		Other general and administrative expenses			2,954			161			3,790			2,368
			Total General and Administrative Expenses		326,643			159,696			640,244			421,985

Total Operating Expenses					501,206			366,604			975,013			999,867

Income from Operations					(407,625	)		(7,252	)		(267,312	)		415,624

Other Income (Expenses)
	Interest income				295			362			1,027			885
	Interest Expenses-capital lease				(12,303	)		(10,324	)		(37,019	)		(30,714	)
	Governmental subsidy				-			-			56,908			-
	Other income (expense)				14,097			(440	)		31,844			(105,613	)
		Total Other Income (Expenses)			2,089			(10,402	)		52,760			(135,442	)

Net Income (loss) for continuing operations					(405,536	)		(17,654	)		(214,552	)		280,182

Provision for Income Tax					(65,979	)		-			(65,979	)		-

Net Income (Loss) before discontinued operations					(471,515	)		(17,654	)		(280,531	)		280,182

Discontinued Operations
	Income (loss) from operations of discontinued				-			(49,315	)		-			(37,545	)
	Income tax benefit (expense)				-			2,657			-			(285	)
		Net income (loss) from discontinued operations			-			(46,658	)		-			(37,830	)

Net Income (Loss)					(471,515	)		(64,312	)		(280,531	)		242,352

	Less: Net loss (income) attributable to noncontrolling interest				175,776			21,267			75,163			5,722

Net Income (Loss) attributable to China Du Kang Co., Ltd.				$	(295,739	)	$	(43,045	)	$	(205,368	)	$	248,074

Basic and Fully Diluted Income (Loss) per Share				$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted average shares outstanding					100,113,791			100,113,791			100,113,791			100,113,791

See Notes to Consolidated Financial Statements

CHINA DU KANG CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2014			2013			2014			2013
	(unaudited)			(unaudited)			(unaudited)			(unaudited)

Net Income (loss)	$	(471,515	)	$	(64,312	)	$	(280,531	)	$	242,352
Other comprehensive income (loss), net of tax:
Effects of foreign currency conversion		5,086			38,877			(107,063	)		280,375
Total other comprehensive income (loss), net of tax		5,086			38,877			(107,063	)		280,375
Comprehensive income (loss)		(466,429	)		(25,435	)		(387,594	)		522,727
Comprehensive (income) loss attributable to the noncontrolling interest		175,776			21,505			75,163			5,881
Comprehensive income (loss) attributable to China Du Kang Co., Ltd.	$	(290,653	)	$	(3,930	)	$	(312,431	)	$	528,608

See Notes to Consolidated Financial Statements

CHINA DU KANG CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Nine Months Ended
	September 30,
	2014			2013
	(unaudited)			(unaudited)
Cash Flows from Operating Activities

Net income (loss) including non-controlling interest	$	(280,531	)	$	242,352
Adjustments to reconcile net income including non-controlling interest to net cash provided (used) by operating activities:
Loss (income) from discontinued operations		-			37,830
Depreciation		412,934			285,639
Amortization		31,393			32,000
Bad debt expense		-			25,191
Obsolete inventory write-down		66,068			85,210
Changes in operating assets and liabilities:
(Increase)/Decrease in notes receivable		32,519			(32,147	)
(Increase)/Decrease in accounts receivable		(99,108	)		(57,311	)
(Increase)/Decrease in others receivable		(44,473	)		(25,611	)
(Increase)/Decrease in prepaid expenses		(141,569	)		(164,730	)
(Increase)/Decrease in inventories		(155,138	)		(1,138,548	)
Increase/(Decrease) in accounts payable		108,788			1,081,218
Increase/(Decrease) in accrued expenses		220,647			161,499
Increase/(Decrease) in other payable		51,558			55,235
Increase/(Decrease) in taxes payable		(61,199	)		46,231
Increase/(Decrease) in deferred revenue		(126,619	)		(712,523	)
Increase/(Decrease) in security deposit		7,436			-
Increase/(Decrease) in capital lease interest payable		(37,019	)		(30,714	)
Net cash provided (used) by operating activities of continued operations		(14,313	)		(109,179	)
Net cash provided (used) by operating activities of discontinued operations		-			(148,592	)
Net cash provided (used) by operating activities		(14,313	)		(257,771	)

Cash Flows from Investing Activities

Purchase of fixed assets		(370,237	)		(138,762	)
Net cash provided (used) by investing activities of continued operations		(370,237	)		(138,762	)
Net cash provided (used) by investing activities of discontinued operations		-			(1,592	)
Net cash provided (used) by investing activities		(370,237	)		(140,354	)

Cash Flows from Financing Activities

Repayments to related parties		-			-
Repayment for a capital lease principal		(41,858	)		(54,489	)
Net cash provided (used) by financing activities of continued operations		(41,858	)		(54,489	)
Net cash provided (used) by financing activities of discontinued operations		-			-
Net cash provided (used) by financing activities		(41,858	)		(54,489	)

Increase (decrease) in cash		(426,408	)		(452,614	)
Effects of exchange rates on cash		(22,500	)		(51,618	)
Cash at beginning of period		573,546			681,702
Cash at end of period		124,638			177,470
Less: Cash at end of period-discontinued operations		-			7,997
Cash at end of period-continuing operations	$	124,638		$	169,473
		-
Supplemental Disclosures of Cash Flow Information:
Cash paid during the year for:
Interest	$	37,019		$	30,714
Income tax	$	65,979		$	285

See Notes to Consolidated Financial Statements

CHINA DU KANG CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1- ORGANIZATION AND BUSINESS BACKGROUND

China Du Kang Co., Ltd (“China Du Kang” or the “Company”) was incorporated as U. S. Power Systems, Inc., in the State of Nevada on January 16, 1987. On or about June 8, 2006 the Company’s name was changed to Premier Organic Farms Group, Inc. On or about November 30, 2006 the name was changed to Amstar Financial Holdings, Inc. (“AFLH”). On or about March 18, 2008 the name was changed to its current name of China Du Kang Co., Ltd. with its corporate charter still residing in Nevada. The Company changed its fiscal year ending from September 30 to December 31 in February 2008.

The Company had been engaged in the business of providing various financial services since it's incorporation The Company was not successful and discontinued the majority of its operation by December 31, 2007.

On January 10, 2008, the Company entered into a Plan of Exchange Agreement (the “Exchange Agreement”) with Hong Kong Merit Enterprise Limited (“Merit”), a holding company incorporated in Hong Kong. Pursuant to the terms of the Exchange Agreement, the Company agreed to issue post split 88,000,000 shares of its common stock to the shareholders of Merit in exchange for Merit to transfer all of its issued and outstanding shares of common stock to the Company, thereby causing Merit to become a wholly-owned subsidiary of the Company. The parties closed the transaction contemplated by the Agreement on February 11, 2008.

Merit was incorporated on September 8, 2006 in Hong Kong under the Companies Ordinances as a Limited Liability company. Merit was formed for the purpose of seeking and consummating a merger or acquisition with a business entity organized as a private corporation, partnership, or sole proprietorship.

On January 22, 2008, Merit entered into a Share Purchase Agreement (the “Purchase Agreement”) with the owners of Shaanxi Huitong Food Co., Inc. ("Huitong"), a limited liability company incorporated in the People's Republic of China ("PRC") on August 9, 2007 with a registered capital of $128,200 (RMB1,000,000). Pursuant to the Purchase Agreement, Merit agreed to purchase 100% of the equity ownership in Huitong for a cash consideration of $136,722 (RMB 1,000,000). The local government approved the transaction on February 1, 2008. Subsequent to the completion of the acquisition, Huitong became a wholly-owned subsidiary of Merit.

Huitong was formed for the purpose of seeking and consummating a merger or acquisition with a business entity organized as a private corporation, partnership, or sole proprietorship. On December 26, 2007, Huitong executed an acquisition agreement with shareholders of Shaanxi Xidenghui Technology Stock Co., Ltd. ("Xidenghui"), whereby Huitong agreed to acquire 98.24% of the equity ownership of Xidenghui from the shareholders. Subsequent to completion of the acquisition agreement, Xidenghui became a majority-owned subsidiary of Huitong. On October 1, 2011, some related parties converted their debt into the registered capital of Xidenghui, and accordingly, Huitong's equity ownership interest in Xidenghui receded from 98.24% to 83.75%.

CHINA DU KANG CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1- ORGANIZATION AND BUSINESS BACKGROUND (continued)

Xidenghui was incorporated in Weinan City, Shaanxi Province, PRC on March 29, 2001 under the Company Law of PRC. Xidenghui was engaged in the business of production and distribution of distilled spirit with a brand name of “Xidenghui”. Currently, its principal business is to hold an equity ownership interest in PRC operating subsidiaries. Beginning from January 2012, Xidenghui also distributes liquor that is manufactured by Shannxi Baishui Dukang Liquor Co., Ltd. (“Baishui Dukang”), one of our operating subsidiaries.

Xidenghui's investment in Baishui Dukang--Majority owned subsidiary

Baishui Dukang was incorporated in Baishui County, Shanxi Province, PRC on March 1, 2002 under the Company Law of PRC. Baishui Dukang was principally engaged in the business of production and distribution of distilled spirit (liquor) with a brand name of “Baishui Du Kang”. On May 15, 2002, Xidenghui invested inventory and fixed assets with a total fair value of $ 4,470,219 (RMB 37,000,000) to Baishui Dukang and owns 90.51% of Baishui Dukang’s equity interest ownership, thereby causing Baishui Dukang to become a majority-owned subsidiary of Xidenghui.

On July 29, 2003, Baishui Dukang increased its registered capital to $5,603,479 (RMB 46,380,000). Xidenghui retains 90.51% equity ownership interest in Baishui Dukang, while its investment amount in Baishui Dukang increased from $ 4,470,219 (RMB 37,000,000) to $5,071,463 (RMB 41,976,500).

On November 16, 2013, Baishui Dukang increased its registered capital of $5,861,350 (RMB 35,950,000) from $5,603,479 (RMB 46,380,000) to $11,464,829 (RMB 82,330,000), of which Baishui Dukang converted debt of $3,329,312 (RMB 20,420,000) owed to Shaanxi Du Kang Group Co., Ltd. (“Du Kang Group”), a related party, into registered capital, and Shaanxi Bai Shui Du Kang Marketing Management Co., Ltd. (“Du Kang Marketing Management”), another related party, contributed a property with a fair market value of $2,532,038 (RMB 15,530,000) to Baishui Dukang toward registered capital. While Xidenghui retains its investment amount of $5,071,463 (RMB 41,976,500), its equity ownership interest in Baishui Dukang was reduced from 90.51% to 51%.

Xidenghui's investment in Shaanxi Baishui Dukang Liquor Brand Management Co., Ltd.--Discontinued operation

On October 30, 2007, Xidenghui executed an agreement with Mr. Zhang Hongjun, a PRC citizen, to establish a joint venture, Shaanxi Baishui Dukang Liquor Brand Management Co., Ltd. ("Brand Management"). Pursuant to the agreement, Xidenghui contributed cash of $95,704 (RMB 700,000), and owns 70% equity interest ownership therein. Brand Management was subsequently incorporated on November 12, 2007. Upon the completion of incorporation, Brand Management became a majority-owned subsidiary of the Xidenghui. Brand Management was principally engaged in the business of distribution of Baishui Dukang’s liquor and managing the franchise of the “Baishui Du Kang” brand name.

On December 10, 2013, Xidenghui transferred its 70% equity ownership interest in Brand Management to Mr. Zhang, Hongjun for $114,506 (RMB 700,000), and accordingly, Brand Management is no longer an subsidiary of Xidenghui. Since this disposal is a transaction between entities under common control, the Company recorded the transaction on the historical carrying values. No gain or loss is recognized for the disposal.

CHINA DU KANG CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1- ORGANIZATION AND BUSINESS BACKGROUND (continued)

Before the disposal of Brand Management, the Company derived license fees from liquor manufactures and liquor stores

(a) License fees from liquor manufactures

We authorize liquor manufacturers who comply with our requirements to use certain sub brand names of “Baishui Dukang” to process the production of liquor and to sell to customers within the designated area in a certain period of time. The amount of license fee varies based on the sales territory and the number of sub brand names. We generally collect the entire license fee when the license agreement is executed, and then recognize license fee revenue over the beneficial period described by the agreement, as the revenue is realized or realizable and earned.

(b) License fees from liquor stores

We also authorize liquor stores who comply with our requirements to exclusively sell certain sub brand names of “Baishui Dukang” products within the designated area in a certain period of time. The amount of license fee varies based on the sales territory and the number of sub brand names. We generally collect the entire license fee when the agency agreement is executed, and then recognize license fee revenue over the beneficial period described by the agreement, as the revenue is realized or realizable and earned.

As the Company disposed of Brand Management in December 10, 2013, the company no longer generates revenue from license fees.

Cost of License Fees

Costs of franchise fees principally include the costs to prepare the franchise contracts and the payroll to employees who are responsible for inspection and monitoring the franchisees. These expenses are immaterial and therefore included in the general and administrative expenses.

Xidenghui's investment in Shaanxi Yellow-river Bay Wenquan Lake Park Co., Ltd.-Long-term Investment

On March 1, 2006, Xidenghui executed an investment agreement with Shaanxi Yichuan Nature Park Co., Inc., pursuant to which, Xidenghui agreed to invest cash of $1,596,254 (RMB 12,000,000) to a joint-venture named Shaanxi Yellow-river Bay Wenquan Lake Park Co., Ltd., ("Yellow-river Bay Park") F/K/A Shaanxi Yellow-river Wetlands Park Co., Ltd., and owns 7.9% equity ownership interest therein. Shaanxi Yellow-river Wetlands Park Co., Ltd. is engaged in the business of recreation and entertainment. Xidenghui finished the investment contribution in September 2007.

On October 8, 2013, Xidenghui exchanged its right to a piece of land, approximately 657 acres located in Weinan City, Shaanxi Province, with Mr. Zhang, Hongjun for approximately 10% equity ownership interest in Yellow-river Bay Park. Upon completion of the transaction, Xidenghui owns 18% equity ownership interest in Yellow-river Bay Park. Since this is a transaction between entities under common control, the Company recorded the transaction on the historical carrying values. No gain or loss is recognized for transaction. The Company uses the cost method to record the investment.

As detailed above, the restructuring of Xidenghui's equity ownership interest in PRC operating subsidiaries in the fourth quarter 2013 is summarized as following charts:

CHINA DU KANG CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1- ORGANIZATION AND BUSINESS BACKGROUND (continued)

Organization Chart Before the Restructuring in the Fourth Quarter 2013:


		China Du Kang Co., Ltd. ("China Du Kang") F/K/A Amstar Financial Holdings, Inc. ("AFLH") Incorporated in the State of Nevada on January 16, 1987

			Acquiring 100% equity interest on 2/11/2008

		Hong Kong Merit Enterprise Limited “Merit" Incorporated in Hong Kong on September 8, 2006

			Acquiring 100% equity interest on 1/22/2008

		Shaanxi Huitong Food Development Co., Inc. “Huitong” Incorporated in Shaanxi Province, PRC on August 9, 2007

			Acquiring 98.24% equity interest on 12/26/2007
			The equity interest changed to 83.75% on October 1, 2011, see Note 15

		Shaanxi Xidenghui Technology Stock Co., Ltd. “Xidenghui” Incorporated in Shaanxi Province, PRC on March 29, 2001

Acquiring 90.51% equity interest on 5/15/2002				Acquiring 70% equity interest on 11/12/2007 Disposing of 70% equity interest on December 10, 2013

	Shaanxi Baishui Dukang Liquor Co., Ltd. “Baishui Dukang” Incorporated in Shaanxi Province, PRC on March 1, 2002		Shaanxi Baishui Dukang Liquor Brand Management Co., Ltd. “Brand Management” Incorporated in Shaanxi Province, PRC on November 12, 2007

CHINA DU KANG CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1- ORGANIZATION AND BUSINESS BACKGROUND (continued)

Organization Chart After the Restructuring in the Fourth Quarter 2013:


		China Du Kang Co., Ltd. ("China Du Kang") F/K/A Amstar Financial Holdings, Inc. ("AFLH") Incorporated in the State of Nevada on January 16, 1987

			Acquiring 100% equity interest on 2/11/2008

		Hong Kong Merit Enterprise Limited “Merit" Incorporated in Hong Kong on September 8, 2006

			Acquiring 100% equity interest on 1/22/2008

		Shaanxi Huitong Food Development Co., Inc. “Huitong” Incorporated in Shaanxi Province, PRC on August 9, 2007

			Acquiring 98.24% equity interest on 12/26/2007
			The equity interest changed to 83.75% on October 1, 2011, see Note 15

		Shaanxi Xidenghui Technology Stock Co., Ltd. “Xidenghui” Incorporated in Shaanxi Province, PRC on March 29, 2001

Acquiring 90.51% equity interest on 5/15/2002 The equity interest reduced to 51% on 11/16/2013				Acquiring 7.9% equity interest on 11/12/2007 The equity interest increased to 18% on 10/8/2013

	Shaanxi Baishui Dukang Liquor Co., Ltd. “Baishui Dukang” Incorporated in Shaanxi Province, PRC on March 1, 2002		Shaanxi Yellow-river Bay Wenquan Lake Park Co., Ltd. ("Yellow-river Bay Park") Incorporated in Shaanxi Province, PRC on August 11, 2005

CHINA DU KANG CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1- ORGANIZATION AND OPERATIONS (continued)

The restructuring of Xidenghui in the fourth quarter 2013 is subject to the local government's approval, which was subsequently obtained in the early 2014. Also, because the restructuring is a transaction between entities under common control, the Company recorded the restructuring on the historical carrying values. No gain or loss is recognized for the restructuring.

Under the PRC regulations on acquisition of businesses, commonly referred to as "SAFE" regulations (State Administration of Foreign Exchange), which were jointly adopted on August 8, 2006 by six PRC regulatory agencies with jurisdictional Authority, a Chinese entity may not be owned or controlled directly by foreign investors or shareholders but may be acquired in a two-step transaction with a wholly owned foreign enterprise (“WOFE”).

China Du Kang is the US holding company for Merit, a Hong Kong entity organized under the Companies Ordinance as a limited liability company. Merit was established as a WOFE corporation for the purpose of effecting an acquisition transaction with Huitong, a WOFE corporation incorporated in PRC. Huitong in turn majority owns Xidenghui, which is a Chinese holding company. Xidenghui has one subsidiary, Baishui Dukang, and has an 18% equity interest in Yellow-river Bay Park.

This arrangement provides separate holding companies for the United States, Hong Kong, and PRC. This allows the Company to lawfully conduct operations in China while ownership is represented in shares of the U.S. holding company.

Xidenghui and Baishui Dukang are the two of these affiliated companies that are engaged in business operations. China Du Kang, Merit, and Huitong are holding companies, whose business is to hold an equity ownership interest in Xidenghui and Baishui Dukang. All these affiliated companies are hereafter referred to as the "Company". Currently, the Company is principally engaged in the business of production and distribution of distilled spirits with the brand name of “Baishui Dukang”.

Note 2- CONTROL BY PRINCIPAL OWNERS

The directors, executive officers, their affiliates, and related parties own, directly or indirectly, beneficially and in the aggregate, the majority of the voting power of the outstanding capital of the Company. Accordingly, directors, executive officers and their affiliates, if they voted their shares uniformly, would have the ability to control the approval of most corporate actions, including approving significant expenses, increasing the authorized capital and the dissolution, merger or sale of the Company's assets.

CHINA DU KANG CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3- SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited consolidated financial statements were prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. Management of the Company (“Management”) believes that the following disclosures are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the audited financial statements and the notes for the year ended December 31, 2013.

The accompanying unaudited consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments that, in the opinion of Management, are necessary to present fairly the financial position and results of operations of the Company for the periods presented. Operating results for the three and nine months ended September 30, 2014, are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.

The accompanying consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP"). This basis of accounting differs from that used in the statutory accounts of the Company, which are prepared in accordance with the "Accounting Principles of China " ("PRC GAAP"). Certain accounting principles, which are stipulated by US GAAP, are not applicable in the PRC GAAP. The difference between PRC GAAP accounts of the Company and its US GAAP consolidated financial statements is immaterial.

The consolidated financial statements include the accounts of the Company and all its majority-owned subsidiaries which require consolidation. Inter-company transactions have been eliminated in consolidation.

Certain amounts in the prior year's consolidated financial statements and notes have been revised to conform to the current year presentation.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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 of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results when ultimately realized could differ from those estimates.

Subsequent Events

The Company evaluated subsequent events through the date of issuance of these financial statements. We are not aware of any significant events that occurred subsequent to the balance sheet date but prior to the filing of this report that would have a material impact on our consolidated financial statements.

CHINA DU KANG CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3- SIGNIFICANT ACCOUNTING POLICIES (continued)

Concentrations of Credit Risk

Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains its cash and cash equivalents with high-quality institutions. Deposits held with banks in PRC may not be insured or exceed the amount of insurance provided on such deposits. Generally these deposits may be redeemed upon demand and therefore bear minimal risk.

Fair Value of Financial Instruments

The carrying value of financial instruments including cash and cash equivalents, receivables, prepaid expenses, accounts payable, and accrued expenses, approximates their fair value due to the relatively short-term nature of these instruments.

Foreign Currencies Translation

The Company maintains its books and accounting records in PRC currency "Renminbi" ("RMB"), which is determined as the functional currency. Transactions denominated in currencies other than RMB are translated into RMB at the exchange rates quoted by the People’s Bank of China (“PBOC”) prevailing at the date of the transactions. Monetary assets and liabilities denominated in currencies other than RMB are translated into RMB using the applicable exchange rates quoted by the PBOC at the balance sheet dates. Exchange differences are included in the statements of changes in owners' equity. Gain and losses resulting from foreign currency transactions are included in operations.

The Company’s financial statements are translated into the reporting currency, the United States Dollar (“US$”). Assets and liabilities of the Company are translated at the prevailing exchange rate at each reporting period end. Contributed capital accounts are translated using the historical rate of exchange when capital is injected. Income and expense accounts are translated at the average rate of exchange during the reporting period. Translation adjustments resulting from translation of these consolidated financial statements are reflected as accumulated other comprehensive income (loss) in the consolidated statements of changes in shareholders’ equity.

The exchange rates used for foreign currency translation were as follows (USD$1 = RMB):

Period Covered	Balance Sheet Date Rates		Average Rates

Nine Months ended September 30, 2014		6.15600		6.15023
Nine Months ended September 30, 2013		6.15140		6.22152
Year ended December 31, 2013		6.11400		6.19817
Year ended December 31, 2012		6.31610		6.31984

Statement of Cash Flows

In accordance with FASB ASC 830-230, “Statement of Cash Flows”, cash flows from the Company’s operations is calculated based upon the functional currency. As a result, amounts related to assets and liabilities reported on the statement of cash flows may not necessarily agree with changes in the corresponding balances on the balance sheet.

CHINA DU KANG CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3- SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue Recognition

The Company recognizes revenue when the earnings process is complete, both title and the risks and rewards of ownership are transferred or services have been rendered and accepted, the selling price is fixed or determinable, and collectability is reasonably assured.

Sales of Liquor

The Company generally sells liquor to liquor distributors with which the Company executed an exclusive distributor contract, pursuant to which the distributor cannot act as a distributor for any other products of a third party. The Company recognizes liquor sales revenue when the significant risks and rewards of ownership have been transferred pursuant to PRC law, including such factors as when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable, sales and value-added tax laws have been complied with, and collectability is reasonably assured. The Company generally recognizes revenue from sales of liquor when its products are shipped.

The Company does not provide an unconditional right of return, price protection or any other concessions to its customers. Sales returns and other allowances have been immaterial in our operation.

Deferred Revenue

Deferred revenue consists of prepayments to the Company for products that have not yet been delivered to the customers. Payments received prior to satisfying the Company’s revenue recognition criteria are recorded as deferred revenue.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, deposits in banks with maturities of three months or less, and all highly liquid investments that are unrestricted as to withdrawal or use, and which have original maturities of three months or less.

Accounts receivable

The Company carries accounts receivable at the invoiced amount without bearing interest, less an allowance for doubtful accounts. Allowances for doubtful accounts are recorded as a general and administrative expense. Management regularly reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the collectability of accounts receivable and the adequacy of the allowance. Management also performs a subjective review of specific large accounts to determine if an additional reserve is necessary. In circumstances in which we receive payment for accounts receivable that have previously been written off, we reverse the allowance and bad debt expenses.

CHINA DU KANG CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3- SIGNIFICANT ACCOUNTING POLICIES (continued)

Others Receivable

Others receivable principally includes advances to employees who are working on projects on behalf of the Company. After the work is finished, they will submit expense reports with supporting documents to the accounting department. Upon being properly approved, the expenses are debited into the relevant accounts and the advances are credited out. Cash flows from these activities are classified as cash flows from operating activities.

Inventories

Inventories are stated at the lower of cost or market value. Actual cost is used to value raw materials and supplies. Finished goods and work-in-progress are valued on the weighted-average-cost method. Elements of costs in finished good and work-in-progress include raw materials, direct labor, and manufacturing overhead.

Baishui Dukang, one of our subsidiaries, is engaged in the distillery business. Pursuant to the production requirement, all spirits that are newly distilled from sorghum, so called “liquor base”, must be barrel-aged for several years, so we bottle and sell only a portion of our liquor base inventory each year. We classify barreled liquor base as work-in-progress. Following industry practice, we classify all barreled liquor base as a current asset.

Property, Plant and Equipment

Property, plant and equipment are carried at cost. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized.

When assets are retired or disposed of, any resulting gains or losses are included in income in the year of disposition.

Depreciation is calculated on a straight-line basis over the estimated useful life of the assets without residual value. The percentages or depreciable life applied are:

Building and warehouses		20 years
Machinery and equipment		7-10 years
Office equipment and furniture		5 years
Motor vehicles		5 years
Leased assets		Lease duration

Intangible Assets

Intangible assets are carried at cost. Amortization is calculated on a straight-line basis over the estimated useful life of the assets without residual value. The percentages or amortizable life applied are:

Land use right		50 years
Trade Mark		10 years

CHINA DU KANG CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3- SIGNIFICANT ACCOUNTING POLICIES (continued)

Land Use Right

All land belongs to the State in PRC. Enterprises and individuals can pay the State a fee to obtain a right to use a piece of land for commercial purpose or residential purpose for an initial period of 50 years or 70 years, respectively. The land use right can be sold, purchased, and exchanged in the market. The successor owner of the land use right will reduce the amount of time which has been consumed by the predecessor owner.

The Company owns the right to use two pieces of land, approximately 2.4 acres and 7.8 acres, located in Weinan City, Shaanxi Province for through March 2055 and May 2059, respectively. The costs of these land use rights are amortized over their prospective beneficial period, using the straight-line method with no residual value.

Valuation of Long-Lived assets

Long-lived assets and certain identifiable intangibles 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 future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

Advertising Costs

The Company expenses advertising costs as incurred or the first time the advertising takes place, whichever is earlier, in accordance with the FASB ASC 720-35, “Advertising Costs". The advertising costs were $36,238, and $107,715 for the nine months ended September 30, 2014 and 2013, respectively.

CHINA DU KANG CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3- SIGNIFICANT ACCOUNTING POLICIES (continued)

Research and Development Costs

Research and development costs relating to the development of new products and processes, including significant improvements and refinements to existing products, are expensed when incurred in accordance with the FASB ASC 730, "Research and Development". Research and development costs were immaterial for the nine months ended September 30, 2014 and 2013, respectively.

Value-added Tax ("VAT")

Sales revenue represents the invoiced value of goods, net of a value-added tax (VAT). All of the Company’s products that are sold in PRC are subject to a Chinese value-added tax at a rate of 17% of the gross sales price or at a rate approved by the Chinese local government. This VAT may be offset by VAT paid on purchase of raw materials included in the cost of producing the finished goods. The Company presents VAT on a net basis.

Business Tax Affixation

Business tax affixation is in connection with the VAT payment. Business tax affixation is approximately 9% of the VAT payment and is due whenever the VAT is paid. The Company presents the revenue net of business tax affixation.

Excise Tax

Baishui Dukang produces and distributes distilled liquor, which is subject to excise tax in PRC. Excise tax rate is $0.14 (RMB1.00) per kilogram and 10%-20% of gross sales revenue. The Company presents excise tax on a net basis.

Related Parties

A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and 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. A party which can significantly influence the management or operating policies of the transacting parties or if it has 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 is also a related party.

CHINA DU KANG CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3- SIGNIFICANT ACCOUNTING POLICIES (continued)

Due from/to Related Parties

Before July 1, 2011, Due to related parties represents temporary short-term loans from related parties to finance the Company’s operation due to lack of cash resources. These loans are unsecured, non-interest bearing and have no fixed terms of repayment, therefore, deemed payable on demand. Cash flows from due to related parties are classified as cash flows from financing activities. On July 1, 2011, the related parties agreed to convert their loans to the Company into paid-in capital.

After July 1, 2011, Due from/to related parties was caused by the related party transaction of sales of liquor. Since the Company sells liquor to the related parties, due from/to related parties represents accounts receivable from or deferred revenue from these related parties. Cash flows from due from/to related parties are classified as cash flows from operating activities.

Imputed Interest

The Company has financed it business operation through short-term borrowings from various related parties. These short-term borrowings are non-secured, non-interest bearing with no fixed repayment date. The imputed interests are assessed as an expense to the business operation and an addition to the paid-in capital. The calculation is performed quarterly based on the average outstanding balance and the market interest rate. On July 1, 2011, the related parties agreed to convert their loans to the Company into paid-in capital and no more imputed interest was recorded after the conversion.

Pension and Employee Benefits

Full time employees of the PRC entities participate in a government mandated multi-employer defined contribution plan pursuant to which certain pension benefits, medical care, unemployment insurance, employee housing fund and other welfare benefits are provided to employees. Chinese labor regulations require the Company to accrue for these benefits based on certain percentages of the employees' salaries. The Management believes full time employees who have passed the probation period are entitled to such benefits. The total provisions for such employee benefits were $16,227 and $35,033 for the nine months ended September 30, 2014 and 2013, respectively.

Government Subsidies

The Company records government grants as current liabilities upon reception. A government subsidy revenue is recognized only when there is reasonable assurance that the Company has complied with all conditions attached to the grant. The Company recognized government subsidy of $56,908 and $0 for the nine months ended September 30, 2014 and 2013, respectively.

CHINA DU KANG CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3- SIGNIFICANT ACCOUNTING POLICIES (continued)

Income Taxes

The Company accounts for income tax in accordance with FASB ASC 740-10-25, which requires the asset and liability approach for financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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 income in the period that includes the enactment date. A valuation allowance related to deferred tax assets is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Company has net operating losses carried forward from prior years. Although the PRC Income Tax Law allows the enterprises to offset their future taxable income with operating losses carried forward in a 5-year period, enterprises need approval from the local tax authority before they can claim such tax benefit, and the outcome of the application is generally uncertain. Therefore, the Management established a 100% valuation allowance for the operation losses carried forward and no deferred tax assets have been recorded as a result of these losses.

The Company accounts for income taxes in interim periods in accordance with FASB ASC 740-270, "Interim Reporting". The Company has determined an estimated annual effective tax rate. The rate will be revised, if necessary, as of the end of each successive interim period during the Company's fiscal year to its best current estimate. The estimated annual effective tax rate is applied to the year-to-date ordinary income (or loss) at the end of the interim period.

The Company may from time to time be assessed interest or penalties by major tax jurisdictions. In the event it receives an assessment for interest and/or penalties, it will be classified in the financial statements as tax expense.

CHINA DU KANG CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3- SIGNIFICANT ACCOUNTING POLICIES (continued)

Statutory Reserves

Pursuant to the applicable laws in PRC, PRC entities are required to make appropriations to three non-distributable reserve funds, the statutory surplus reserve, statutory public welfare fund, and discretionary surplus reserve, based on after-tax net earnings as determined in accordance with the PRC GAAP, after offsetting any prior years’ losses. Appropriation to the statutory surplus reserve should be at least 10% of the after-tax net earnings until the reserve is equal to 50% of the Company's registered capital. Appropriation to the statutory public welfare fund is 5% to 10% of the after-tax net earnings. The statutory public welfare fund is established for the purpose of providing employee facilities and other collective benefits to the employees and is non-distributable other than in liquidation. Beginning from January 1, 2006, enterprise is no longer required to make appropriation to the statutory public welfare fund. The Company does not make appropriations to the discretionary surplus reserve fund.

Since the Company has been accumulating deficit no contribution has been made to the statutory surplus reserve fund and statutory public welfare reserve fund to date. The company will be required to make contributions to the statutory surplus reserve fund and statutory public welfare reserve fund upon the achievement of positive retained earnings, which means elimination of accumulated deficit and making further positive net income.

Comprehensive Income

FASB ASC 220, “Comprehensive Income,” establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated comprehensive income, as presented in the accompanying statements of changes in owners' equity consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.

Segment Reporting

FASB ASC 820, “Segments Reporting,” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in financial statements. The Company currently operates in one principal business segment.

CHINA DU KANG CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3- SIGNIFICANT ACCOUNTING POLICIES (continued)

Earnings (Loss) Per Share

The Company reports earnings per share in accordance with FASB ASC 260, “Earnings Per Share”, which requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There are no potentially dilutive securities outstanding (options and warrants) for the nine months ended September 30, 2014 and 2013, respectively.

Fair Value of Measurements

Accounting principles generally accepted in the United States define fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Additionally, the inputs used to measure fair value are prioritized based on a three-level hierarchy. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

Level 1:		Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2:		Input other than quoted market prices that are observable, either directly or indirectly, and reasonably available. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the Company.

Level 3:		Unobservable inputs. Unobservable inputs reflect the assumptions that the Company develops based on available information about what market participants would use in valuing the asset or liability.

An asset or liability’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Availability of observable inputs can vary and is affected by a variety of factors. The Company uses judgment in determining fair value of assets and liabilities and Level 3 assets and liabilities involve greater judgment than Level 1 and Level 2 assets or liabilities.

CHINA DU KANG CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3- SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued a new standard for revenue recognition, Accounting Standards Codification 606 (ASC 606). The purpose of ASC 606 is to provide a single, comprehensive revenue recognition model for all contracts with customers to improve comparability across industries. ASC 606 is effective for the Company for annual periods beginning January 1, 2017. The Company is currently evaluating the impact the adoption of this new standard will have on its financial position, results of operations, and cash flows.

In April 2014, the Financial Accounting Standards Board (FASB) issued guidance that changes the criteria for reporting a discontinued operation. According to the new guidance, only disposals of a component that represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results is a discontinued operation. The new guidance also requires expanded disclosures about discontinued operations and disposals of a significant part of an entity that does not qualify for discontinued operations reporting. The guidance is effective beginning January 1, 2015 with early adoption permitted, but only for disposals (or classifications as held for sale) that have not been reported in previously-issued financial statements. The Company does not expect the adoption of the new provisions to have a material impact on our financial condition or results of operations.

In July 2013, the FASB issued ASU 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carry forward, a Similar Tax Loss, or a Tax Credit Carry forward Exists.” This standard requires that an unrecognized tax benefits, or a portion of an unrecognized tax benefit be presented on a reduction to a deferred tax asset for an NOL carry forward, a similar tax loss, or a tax credit carry forward with certain exceptions to this rule. If certain exception conditions exists, an entity should present an unrecognized tax benefit in the financial statements as a liability and should not net the unrecognized tax benefit with a deferred tax asset. This standard is effective for fiscal years and interim periods within those years beginning after December 15, 2013. The adoption of this standard did not have a material impact on the Company’s financial position, results of operations, and cash flows.

In March 2013, the FASB issued guidance on when foreign currency translation adjustments should be released to net income. When a parent entity ceases to have a controlling financial interest in a subsidiary or group of assets that is a business within a foreign entity, the parent is required to release any related cumulative translation adjustment into net income. Accordingly, the cumulative translation adjustment should be released into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. The guidance is effective prospectively beginning January 1, 2014. The adoption of this standard did not have a material impact on the Company’s financial position, results of operations, and cash flows.

The Company believes that there were no other accounting standards recently issued that had or are expected to have a material impact on our financial position or results of operations.

CHINA DU KANG CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 4- ACCOUNTS RECEIVABLE

Accounts receivable consists of the following:

	September 30,		December 31,
	2014		2013
	(unaudited)

Accounts receivable	$	44,371	$	4,497
*Accounts receivable-related party		578,566		523,024
Accounts receivable, net	$	622,937	$	527,521

Bad debt expense charged to operations was $0 and $25,191 for the nine months ended September 30, 2014 and 2013, respectively.

* Refer to Note 13 - Sales of Liquor to Related Party for accounts receivable of related party.

Note 5- PREPAID EXPENSES

Prepaid expenses consist of the following:

	September 30,		December 31,
	2014		2013
	(unaudited)

Machinery and parts	$	80,555	$	81,912
Raw materials and supplies		18,519		89,136
Packing and supply materials		417,077		216,795
Advance to construction project		49,585		41,748
Taxes		14,657		39,952
Office expenses		28,243		866
Total	$	608,636	$	470,409

Note 6- INVENTORIES

Inventories consist of following:

	September 30,		December 31,
	2014		2013
	(unaudited)

Finished goods	$	3,517,652	$	3,755,958
Work-in-progress		3,284,165		3,451,217
Raw materials and supplies		161,640		278,595
Supplies and packing materials		1,453,809		899,720
Total	$	8,417,266	$	8,385,490

Obsolete/Slow moving inventory was $66,068 and $85,210 for the nine months ended September 30, 2014 and 2013, respectively, and these amounts were included in costs of goods sold.

CHINA DU KANG CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 7- PROPERTY, PLANT AND EQUIPMENT

The following is a summary of property, plant and equipment:

	September 30,			December 31,
	2014			2013
	(unaudited)

Building and warehouses	$	5,854,262		$	5,888,332
Machinery and equipment		2,480,218			2,407,299
Office equipment and furniture		195,041			269,815
Motor vehicles		406,283			395,373
Leased assets		2,869,520			2,800,301
Total		11,805,324			11,761,120
Less: Accumulated depreciation		(5,725,420	)		(5,368,472	)
		6,079,904			6,392,648
Add: Construction in progress		872,203			631,068
Total property, plant and equipment, net	$	6,952,107		$	7,023,716

Depreciation expense charged to operations was $412,934 and $285,639 for the nine months ended September 30, 2014 and 2013, respectively. Depreciation expense with respect to production equipment that was charged to cost of sales was $260,618 and $225,638 for the nine months ended September 30, 2014 and 2013, respectively. The remainder, depreciation expense attributable to equipment used in administration, was $152,316 and $60,001 for the nine months ended September 30, 2014 and 2013, respectively, and was included in general and administration expenses.

Note 8- INTANGIBLE ASSETS

The following is a summary of intangible assets, less amortization:

	September 30,			December 31,
	2014			2013
	(unaudited)

Land use right	$	2,090,936		$	2,105,299
Trade Mark of "Xidenghui"		73,099			73,602
Trade Mark of "Baishui Du Kang"		26,803			26,987
Total intangible assets		2,190,838			2,205,888
Less: Accumulated amortization		(256,722	)		(226,907	)
Total intangible assets, net	$	1,934,116		$	1,978,981

Amortization expense charged to operations was $31,393 and $32,000 for the nine months ended September 30, 2014 and 2013, respectively.

Note 9- ACCRUED EXPENSES

Accrued expenses consist of the following:

	September 30,		December 31,
	2014		2013
	(unaudited)

Accrued payroll	$	46,883	$	56,435
Accrued pension and employee benefit		57,314		61,598
Pension contribution-individual portion withholding		202,916		-
Accrued office expenses		51,185		20,772
Total	$	358,298	$	138,805

CHINA DU KANG CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 10- TAXES PAYABLE

Taxes payable consist of the following:

	September 30,			December 31,
	2014			2013
	(unaudited)

Sales tax and sales tax affixation	$	-		$	5,814
Excise taxes		17,294			48,271
Value-added Tax ("VAT")		(15,282	)		14,512
Other taxes		5,363			390
Total taxes payable	$	7,375		$	68,987

Note 11- DEFERRED REVENUE

Deferred revenue consist of the following:

	September 30,		December 31,
	2014		2013
	(unaudited)

Deferred revenue	$	613,651	$	297,544
*Deferred revenue-related party		1,161,952		1,617,625
Total	$	1,775,603	$	1,915,169

* Refer to Note 13 - Sales of Liquor to Related Party for deferred revenues of related party.

Note 12- CONCENTRATIONS AND CREDIT RISKS

The Company operates in the PRC and grants credit to its customers in this geographic region based on an evaluation of the customer's financial condition. Although the PRC is economically stable, it is always possible that unanticipated events in foreign countries could disrupt the Company’s operations.

Major Customers

The following major customers accounted for approximately 5% or more of the Company’s total sales as summarized in the following:

		For the Nine Months Ended September 30,
		2014				2013
		(unaudited)				(unaudited)
Major	Type of			Percentage of				Percentage of
Customers	Customer		Revenue	Total Revenue			Revenue	Total Revenue
*Shaanxi Dukang Group Co., Ltd.	Distributor	$	1,399,551	48.29	%	$	1,258,381	34.94	%
Customer A	Distributor		167,137	5.77	%		1,040,326	28.89	%
Customer B	Distributor		354,304	12.23	%		-	-
Total		$	1,920,992	66.29	%	$	2,298,707	63.83	%

Major Suppliers

The following major suppliers accounted for approximately 5% or more of the Company’s total purchases as summarized in the following:

		For the Nine Months Ended September 30,
		2014					2013
		(unaudited)					(unaudited)
Major	Type of			Percentage of					Percentage of
Suppliers	Goods	Purchase		Total Purchase			Purchase		Total Purchase
*Shaanxi Dukang Group Co., Ltd.	Packing materials		204,243		9.09	%		229,840		12.27	%
Supplier A	Packing materials		-		-			98,079		5.23	%
Supplier B	Packing materials		-		-			141,431		7.55	%
Supplier C	Packing materials		-		-			131,619		7.02	%
Supplier D	Packing materials		122,776		5.46	%		-		-
Supplier E	Packing materials		295,885		13.17	%		-		-
Supplier F	Raw materials		268,599		11.95	%		124,648		6.65	%
Supplier G	Raw materials		162,596		7.24	%
Supplier H	Raw materials		-		-			111,323		5.94	%
Total		$	1,054,099		46.91	%	$	836,940		44.66	%

* Shaanxi Dukang Group Co., Ltd. is a related party of the Company, see the nature of the affiliation relationship in Note 13.

CHINA DU KANG CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 13- SALES OF LIQUOR TO RELATED PARTIES

The Company generally sells liquor to liquor distributors. Some of these liquor distributors are our affiliates, which are directly or indirectly, beneficially and in the aggregate, majority-owned and controlled by directors and principal shareholders of the Company. The price will be different if we sell to third parties. The amount sold to these affiliates are as follows:

		For the Nine Months Ended
		September 30,
Name of Related Party	Description	2014		2013
		(unaudited)		(unaudited)
Shaanxi Yellow-river Bay Wenquan Lake Park Co., Ltd.,	Non-consolidated,
F/K/A Shaanxi Yellow-river Wetlands Park Co., Ltd.	18% owned subsidiary	$	4,389	$	2,114
Shaanxi Zhongke Spaceflight Agriculture
Development Stock Co., Ltd.	Affiliate 1		8,585		11,538
Shaanxi Baishui Dukang Marketing Management Co., Ltd.	Affiliate 6		94,815		44,175
Shaanxi Baishui Dukang Commercial and Trade Co., Ltd.	Affiliate 7		66,723		62,859
Shaanxi Dukang Group Co., Ltd.	Affiliate 2		1,399,551		1,258,381
Shaanxi Baishui Dukang Spirits Industry Development Co., Ltd.	Affiliate 4		22,739
Shaanxi Baishui Shiye Co., Ltd.
(F/K/A Shaanxi Baishui Dukang Trade Co., Ltd.)	Affiliate 3		33,522		9,038
Total		$	1,630,324	$	1,388,105

We also make purchase, principally packing material, from the related parties, as more fully disclosed in Note 12. In related to sales to and purchase from related-parties, our subsidiaries have accounts receivable, accounts payable, and deferred revenue from related-parties, as disclosed in the following:

Due from related parties

Due from related parties consists of the following:

		September 30,		December 31,
Name of Related Party	Description	2014		2013
		(unaudited)
Shaanxi Yellow-river Bay Wenquan Lake Park Co., Ltd.,	Non-consolidated,
F/K/A Shaanxi Yellow-river Wetlands Park Co., Ltd.	18% owned subsidiary	$	37,396	$	33,444
Shaanxi Baishui Dukang Liquor Brand Management Co., Ltd.	Affiliate 5		114,596		115,383
Shaanxi Baishui Dukang Marketing Management Co., Ltd.	Affiliate 6		114,761		88,876
Shaanxi Baishui Dukang Commercial and Trade Co., Ltd.	Affiliate 7		99,069		79,306
Shaanxi Zhongke Spaceflight Agriculture
Development Stock Co., Ltd.	Affiliate 1		212,744		206,015
Total		$	578,566	$	523,024

Due to related parties

Due to related parties consists of the following:

		September 30,		December 31,
Name of Related Party	Description	2014		2013
		(unaudited)
Shaanxi Dukang Group Co., Ltd.	Affiliate 2	$	1,047,109	$	1,513,574
Shaanxi Baishui Shiye Co., Ltd.
(F/K/A Shaanxi Baishui Dukang Trade Co., Ltd.)	Affiliate 3		114,843		104,051
Total		$	1,161,952	$	1,617,625

The nature of the affiliation of each related party is as follows:

Affiliate 1--This company is indirectly, majority owned, and controlled by the Company's sole director's siblings.

Affiliate 2--The CEO of the Company is a director of Shaanxi Dukang Group Co., Ltd. and has significant influence on the operations therein.

Affiliate 3--The CEO of the Company is the sole director of Shaanxi Baishui Shiye Co., Ltd. and has significant influence on the operations therein.

Affiliate 4--This company is wholly owned and controlled by the Company's sole director's siblings.

Affiliate 5--Former subsidiary, The CEO of the Company is the sole director of Shaanxi Baishui Dukang Liquor Brand Management Co., Ltd. and has significant influence on the operations therein.

Affiliate 6--This company is wholly owned and controlled by the Company's sole director's siblings.

Affiliate 7--The CEO of the Company is the sole director of Shaanxi Baishui Dukang Commercial and Trade Co., Ltd. and has significant influence on the operations therein.

CHINA DU KANG CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 14- DISCONTINUED OPERATION

On October 30, 2007, Xidenghui executed an agreement with Mr. Zhang Hongjun, a PRC citizen, to establish a joint venture, Shaanxi Baishui Dukang Liquor Brand Management Co., Ltd. ("Brand Management"). Pursuant to the agreement, Xidenghui contributed cash of $95,704 (RMB 700,000), and owns 70% equity interest ownership therein. Brand Management was subsequently incorporated on November 12, 2007. Upon the completion of incorporation, Brand Management became a majority-owned subsidiary of the Xidenghui. Brand Management is principally engaged in the business of managing the franchise of the “Baishui Du Kang” brand name.

On December 10, 2013, Xidenghui transferred its 70% equity ownership interest in Brand Management to Mr. Zhang, Hongjun for $114,506 (RMB 700,000), which equals to 70% of Brand Management's registered capital. Upon completion of the transaction, Brand Management is no longer a subsidiary of Xidenghui. Since this disposal is a transaction between entities under common control, the Company recorded the transaction on the historical carrying values. No gain or loss is recognized for the disposal.

The carrying amount of the assets and liabilities of the discontinued operation were as follows:

	September 30, 2013
	(unaudited)
Assets
Cash	$	7,997
Other current assets		6,446
Prepaid expenses		15,458
Property and equipment, net		7,347
Assets of discontinued operations	$	37,248

Liabilities
Accounts payables and accrued expenses	$	92,498
Deferred revenue		1,875,877
Other current liabilities		686,271
Due to related parties		105,666
Liabilities of discontinued operations	$	2,760,312

As of September 30, 2013, due to related parites of $4,164,939 and due from related parties of $114,682 were intercompany accounts, which were eliminated in the consolidation.

Discontinued operations for the nine months ended September 30, 2013 were summarized as follows:

	For the Nine
	Months Ended
	September 30, 2013
	(unaudited)
Revenue from license fees		229,104
Cost of license Fess	$	-
Gross profit		229,104
Operating expenses
Selling expenses		84,460
General and administrative expenses		182,833
Total operating expenses		267,293
Income from operations		(38,189	)
Other expenses (income)
Interest income		-
Other expenses		644
Total other expenses (income)		644
Income (loss) before tax		(37,545	)
Income tax		285
Net income (loss)	$	(37,830	)

CHINA DU KANG CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 15- NONCONTROLLING INTEREST

Balance of Noncontrolling Interest consists of the following:

	Subsidiary and Noncontrolling Interest percentage
	Brand Management		Baishui Dukang			Xidenghui			Total Noncontrolling
	30.00%		49.00%(5)			16.25%(4)			Interest
Balance @ December 31, 2013	$	-	$	6,005,315		$	4,554,020		$	10,559,335

Noncontrolling Interest income (Loss)		-		(35,463	)		(39,701	)		(75,164	)

Other Comprehensive Income (Loss)-effects of Foreign Currency Conversion		-		(0	)		0			(0	)

Balance @ September 30, 2014 (unaudited)	$	-	$	5,969,852		$	4,514,319		$	10,484,171

CHINA DU KANG CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 15- NONCONTROLLING INTEREST (continued)

Noncontrolling interest income consists of the following:

	For the Nine Months Ended September 30, 2014
	(unaudited)
	Brand Management				Baishui Dukang						Xidenghui						Parent/Holding Company
	Total Income		Noncontrolling Interest Income		Total Income			Noncontrolling Interest Income			Total Income			Noncontrolling Interest Income			Total			Noncontrolling Interest
Name of Subsidiary	100%		30%		100%			49.00%(5)			100%			16.25%(4)			Income			Income

Net Income (Loss)	$	-	$	-	$	(72,373	)	$	(35,463	)	$	(207,400	)	$	(33,703	)	$	(756	)	$	-

Income (Loss) from subsidiary (equity method)		-		-		-			-			(36,910	)		(5,998	)		(204,609	)		(75,164	)

Total Income (Loss)		-		-		(72,373	)		(35,463	)		(244,310	)		(39,701	)		(205,365	)		(75,164	)

Less: Income (Loss) attributable to noncontrolling interest		-		-		35,463			-			39,701			-			-			-

Income (Loss) attributable to Majority	$	-			$	(36,910	)				$	(204,609	)				$	(205,365	)(3)

Income (Loss) attributable to noncontrolling interest			$	-				$	(35,463	)				$	(39,701	)				$	(75,164	)

	For the Nine Months Ended September 30, 2013
	(unaudited)
	Brand Management						Baishui Dukang						Xidenghui						Parent/Holding Company
	Total Income			Noncontrolling Interest Income			Total Income			Noncontrolling Interest Income			Total Income			Noncontrolling Interest Income			Total			Noncontrolling Interest
Name of Subsidiary	100%			30%			100%			9.49%			100%			16.25%(4)			Income			Income

Net Income (Loss)	$	(37,830	)	$	(11,349	)	$	(147,242	)	$	(13,973	)	$	427,782		$	69,515		$	(358	)	$	-

Income (Loss) from subsidiary (equity method)		-			-			-			-			(159,750	)		(25,959	)		248,432			(5,722	)

Total Income (Loss)		(37,830	)		(11,349	)		(147,242	)		(13,973	)		268,032			43,555			248,074			(5,722	)

Adjustments to noncontrolling interest to absorb prior accumulated deficit		-			-			-			-			-			(23,955	)		-			-

Less: Income (Loss) attributable to noncontrolling interest		11,349			-			13,973			-			(43,555	)		-			-			-

Income (Loss) attributable to Majority	$	(26,481	)				$	(133,269	)				$	224,477					$	248,074	(3)

Income (Loss) attributable to noncontrolling interest				$	(11,349	)				$	(13,973	)				$	19,600					$	(5,722	)

	(1)	Prior to January 1, 2009, before we adopted ASC 810 (or FAS 160), if the current period loss attributed to the noncontrolling interest resulted in a deficit noncotrolling interest balance, the majority absorbed the current period loss up to the extent that brought the minority interest back to zero. Any subsequent period income attributed to such noncontrolling interest will first absorb the amount that was absorbed by the majority in the prior period, the balance, if any, will attribute to the noncontrolling interest.
	(2)	After we adopted ASC 810 on January 1, ASC 810-10-45-21 requires that the noncontrolling interest continue to be attributed its share of losses even if that attribution results in a deficit noncontrolling interest balance.
	(3)	The minor variance between the amount on the table and the amount on the consolidated statements of operations was due to the rounding of foreign currency translation.
	(4)	The noncontrolling interest percentage increased from 1.76% to 16.25% on October 1, 2011, as some minority shareholders contributed their loans to Shaanxi Xidenghui Technology Stock Co., Ltd. to paid-in capital.
	(5)	On November 16, 2013, Baishui Dukang amended its Bylaws to increase its registered capital from $5,603,479 (RMB 46,380,000) to $11,464,829 (RMB 82,330,000). While Xidenghui retains its investment amount of $5,071,463 (RMB 41,976,500), its equity ownership interest in Baishui Dukang was reduced from 90.51% to 51%.

CHINA DU KANG CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 16- COMMITMENTS AND CONTINGENCIES

Contingent Liability from Prior Operation

Prior to the merger with Hong Kong Merit Enterprise Limited on February 11, 2008, the Company had not been active since discontinuing its financial service operations by December 31,2007. Management believes that there are no valid outstanding liabilities from prior operations. If a creditor were to come forward and claim a liability, the Company has committed to contest such claim to the fullest extent of the law. No amount has been accrued in the financial statements for this contingent liability.

The Company’s assets are located in PRC and revenues are derived from operations in PRC.

In terms of industry regulations and policies, the economy of PRC has been transitioning from a planned economy to market oriented economy. Although in recent years the Chinese government has implemented measures emphasizing the utilization of market forces for economic reforms, the reduction of state ownership of productive assets and the establishment of sound corporate governance in business enterprises, a substantial portion of productive assets in PRC are still owned by the Chinese government. For example, all lands are state owned and are leased to business entities or individuals through governmental granting of Land Use Rights. The Chinese government also exercises significant control over PRC’s economic growth through the allocation of resources and providing preferential treatment to particular industries or companies. Uncertainties may arise with changing of governmental policies and measures.

The Company faces a number of risks and challenges not typically associated with companies in North America and Western Europe, since its assets exist solely in the PRC, and its revenues are derived from its operations therein. The PRC is a developing country with an early stage market economic system, overshadowed by the state. Its political and economic systems are very different from the more developed countries and are in a state of change. The PRC also faces many social, economic and political challenges that may produce major shocks and instabilities and even crises, in both its domestic arena and in its relationships with other countries, including the United States. Such shocks, instabilities and crises may in turn significantly and negatively affect the Company's performance.

Lease

On March 4, 2002, Baishui Dukang signed a lease agreement with Shaanxi Sanjiu Dukang Liquor Production Co., Ltd ("Sanjiu"), pursuant to which Baishui Dukang agreed to lease the liquor production facility of Sanjiu, including all the fixed assets and the piece of land that the fixed assets attached, for a period of 20 years, which was subsequently extended to 30 years. On February 3, 2005, Sanjiu was acquired by Shannxi Baishui Dukang Liquor Development Co., Ltd, an affiliate of the Company. On April 30, 2005, Baishui Dukang signed a complementary lease agreement with Shannxi Baishui Dukang Liquor Development Co., Ltd, pursuant to which Baishui Dukang agreed to continue to lease the liquor production facility for the rest of the original 30-year period. Baishui Dukang also agreed to pay $362,450 (RMB 3,000,000) to the local government to continue the lease and to absorb the pension and unemployment insurance expenses of Sanjiu's original employees. All the pension and unemployment insurance payments were to be made directly to the local China Social Security Administration to satisfy all of the pension and unemployment insurance expenses that were required in connection with the original Sanjiu employees.

Pursuant to the lease agreement, Baishui Dukang is required to absorb the pension and unemployment insurance expenses of Sanjiu's original employees until they all reach their retirement age. Pursuant to the applicable laws in PRC, male employees retire when they reach 60 years old, while female employees retire when they reach 55 years old. Accordingly, Sanjiu’s original employees will gradually retire until Year 2032. The pension and unemployment insurance expenses are based on a certain percentage of the employees’ gross payroll. The percentage may be changed as the applicable law is amended. In practice, the expenses can be based on the local average salary published by the local government. Over the life of the lease, the Management anticipates the percentage will remain the same while the local average salary will increase 4% annually. The number of employees that we need to absorb their pension and unemployment insurance expenses will gradually decrease as Sanjiu’s original employees reach their retirement ages. To the best of our estimation, we anticipate the future payment for pension and unemployment insurance expenses for Sanjiu’s original employees as rental payment follows:

CHINA DU KANG CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 16- COMMITMENTS AND CONTINGENCIES (continued)

Lease (continued)

Estimated Pension and Unemployment Insurance Expenses

Year	Pension Insurance Expense					Unemployment Insurance Expense					Total		Present Value as of December 31, 2013(the incremental interest rate is 8%)
	Province average salary (RMB)	Annual increase rate	Percentage	No. of employees	Estimated pension insurance expense (RMB)	City average salary (RMB)	Annual increase rate	Percentage	No. of employees	Estimated pension insurance expense	USD$1.00=RMB¥ 6.15140@12/31/2013
	Province average salary (RMB)	Annual increase rate	Percentage	No. of employees	Estimated pension insurance expense (RMB)	City average salary (RMB)	Annual increase rate	Percentage	No. of employees	Estimated pension insurance expense	(RMB)	(USD)	(RMB)	(USD)
2014	16,125	4%	20%	268	864,312	12,846	4%	2.50%	268	86,065	950,377	154,498	646,811	122,645
2015	16,770	4%	20%	258	865,344	13,359	4%	2.50%	258	86,168	951,512	154,682	599,614	113,696
2016	17,441	4%	20%	244	851,123	13,894	4%	2.50%	244	84,752	935,875	152,140	546,074	103,544
2017	18,139	4%	20%	228	827,124	14,449	4%	2.50%	228	82,362	909,486	147,850	491,367	93,171
2018	18,864	4%	20%	215	811,162	15,027	4%	2.50%	215	80,772	891,935	144,997	446,189	84,604
2019	19,619	4%	20%	199	780,828	15,629	4%	2.50%	199	77,752	858,580	139,575	397,689	75,408
2020	20,404	4%	20%	173	705,963	16,254	4%	2.50%	173	70,297	776,260	126,192	332,925	63,128
2021	21,220	4%	20%	148	628,103	16,904	4%	2.50%	148	62,544	690,647	112,275	274,265	52,005
2022	22,068	4%	20%	135	595,849	17,580	4%	2.50%	135	59,332	655,182	106,509	240,909	45,680
2023	22,951	4%	20%	113	518,698	18,283	4%	2.50%	113	51,650	570,348	92,718	194,181	36,820
2024	23,869	4%	20%	102	486,933	19,015	4%	2.50%	102	48,487	535,420	87,040	168,787	32,005
2025	24,824	4%	20%	77	382,290	19,775	4%	2.50%	77	38,067	420,357	68,335	122,698	23,265
2026	25,817	4%	20%	52	268,497	20,566	4%	2.50%	52	26,736	295,233	47,994	79,792	15,130
2027	26,850	4%	20%	41	220,167	21,389	4%	2.50%	41	21,923	242,091	39,355	60,583	11,487
2028	27,924	4%	20%	25	139,618	22,244	4%	2.50%	25	13,903	153,521	24,957	35,573	6,745
2029	29,041	4%	20%	18	104,546	23,134	4%	2.50%	18	10,410	114,957	18,688	24,664	4,677
2030	30,202	4%	20%	12	72,485	24,059	4%	2.50%	12	7,218	79,703	12,957	15,834	3,002
2031	31,410	4%	20%	6	37,692	25,022	4%	2.50%	6	3,753	41,446	6,738	7,624	1,446
2032	32,667	4%	20%	1	6,533	26,023	4%	2.50%	1	651	7,184	1,168	1,224	232
Total					10,939,256					1,089,290	12,028,546	1,945,963	6,176,988	1,142,297

We consolidate Sanjiu into our consolidated financial statement based on FASB ASC 810-10-25 (FIN 46R). Since Sanjiu had ceased operation when we executed the lease agreement, we will consolidate the leased assets and the lease payment obligation, including the $362,450 (RMB 3,000,000) paid directly to the local government and the payments that were to be made directly to the local China Social Security Administration to satisfy all of the pension and unemployment insurance payments that were required in connection with the original Sanjiu employees in our consolidated financial statements.

CHINA DU KANG CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 16- COMMITMENTS AND CONTINGENCIES (continued)

Lack of Insurance

The Company does not carry any business interruption insurance, products liability insurance or any other insurance policy except for a limited property insurance policy. As a result, the Company may incur uninsured losses, increasing the possibility that the investors would lose their entire investment in the Company.

The Company could be exposed to liabilities or other claims for which the Company would have no insurance protection. The Company does not currently maintain any business interruption insurance, products liability insurance, or any other comprehensive insurance policy except for property insurance policies with limited coverage. As a result, the Company may incur uninsured liabilities and losses as a result of the conduct of its business. There can be no guarantee that the Company will be able to obtain additional insurance coverage in the future, and even if it can obtain additional coverage, the Company may not carry sufficient insurance coverage to satisfy potential claims. If an uninsured loss should occur, any purchasers of the Company’s common stock could lose their entire investment.

Because the Company does not carry products liability insurance, a failure of any of the products marketed by the Company may subject the Company to the risk of product liability claims and litigation arising from injuries allegedly caused by the improper functioning or design of its products. The Company cannot assure that it will have enough funds to defend or pay for liabilities arising out of a products liability claim. To the extent the Company incurs any product liability or other litigation losses, its expenses could materially increase substantially. There can be no assurance that the Company will have sufficient funds to pay for such expenses, which could end its operations and the investors would lose their entire investment.

CHINA DU KANG CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 17- CONDENSED PARENT COMPANY FINANCIAL INFORMATION

Basis of Presentation

The condensed parent company financial statements have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X, as the restricted net assets of the subsidiaries of China Du Kang Co., Ltd. exceed 25% of the consolidated net assets of China Du Kang Co., Ltd. The ability of the Company’s Chinese operating subsidiaries to pay dividends may be restricted due to the foreign exchange control policies and availability of cash balances of the Chinese operating subsidiaries. Because substantially all of the Company’s operations are conducted in China and a substantial majority of its revenues are generated in China, a majority of the Company’s revenue being earned and currency received are denominated in Renminbi (RMB). RMB is subject to the exchange control regulation in China, and, as a result, the Company may be unable to distribute any dividends outside of China due to PRC exchange control regulations that restrict its ability to convert RMB into US Dollars.

The condensed parent company financial statements have been prepared using the same accounting principles and policies described in the notes to the consolidated financial statements, with the only exception being that the parent company accounts for its subsidiaries using the equity method. Refer to the consolidated financial statements and notes presented above for additional information and disclosures with respect to these financial statements.

CHINA DU KANG CO., LTD.

CONDENSED PARENT COMPANY BALANCE SHEETS

(Dollars in Thousands)

		September 30,			December 31,
		2014			2013
		(unaudited)
ASSETS
Investment in subsidiaries, at equity in net assets			4,856			5,169
Total Assets		$	4,856		$	5,169

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities			-			-

Commitments and Contingencies			-			-

Shareholders' Equity:
	Preferred stock, par value $0.001, 5,000,000 shares authorized; no shares issued and outstanding as of September 30, 2014 and December 31, 2013		-			-
	Common stock, par value $0.001, 250,000,000 shares authorized; 100,113,791 shares issued and outstanding as of September 30, 2014 and December 31, 2013		100			100
	Additional paid-in capital		26,593			26,593
	Accumulated deficit		(21,294	)		(21,088	)
	Accumulated other comprehensive income		(544	)		(436	)
Total Shareholders' equity (deficit)		$	4,856		$	5,169

CHINA DU KANG CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 17- CONDENSED PARENT COMPANY FINANCIAL INFORMATION (continued)

CHINA DU KANG CO., LTD.

CONDENSED PARENT COMPANY STATEMENT OF OPERATIONS

(Dollars in Thousands)

	For the Nine Months Ended
	September 30,
	2014			2013
	(unaudited)			(unaudited)

Operating Expenses	$	-		$	-

Equity in undistributed income of subsidiaries		(215	)		242
Net Income	$	(215	)	$	242

CHINA DU KANG CO., LTD.

CONDENSED PARENT COMPANY STATEMENT OF CASH FLOWS

(Dollars in Thousands)

		For the Nine Months Ended
		September 30,
		2014			2013
		(unaudited)			(unaudited)
Cash Flows from Operating Activities
Net income		$	(215	)	$	242
Adjustments to reconcile net income (loss) provided by cash flows from operations
	Equity in undistributed income of subsidiaries		215			(242	)
Net cash provided by operating activities			-			-

Increase (decrease) in cash			-			-
Cash at beginning of period			-			-
Cash at end of period		$	-		$	-

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

The statements contained herein that are not historical facts are forward-looking statements that represent management’s beliefs and assumptions based on currently available information. Forward-looking statements include the information concerning our current and future operations, business strategies, need for financing, competitive position, ability to retain and recruit personnel, and the effects of competition. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believes,” “intends,” “may,” “should,” “anticipates,” “expects,” “could,” “plans,” or comparable terminology or by discussions of strategy or trends. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot give any assurances that these expectations will prove to be correct. Such statements by their nature involve risks and uncertainties that could significantly affect expected results, and actual future results could differ materially from those described in such forward-looking statements.

The following discussion should be read in conjunction with our financial statements and related notes thereto as included with this report.

GENERAL BUSINESS

The Company and its subsidiaries principally engage in the business of production and distribution of distilled spirits (liquor) with a brand name of “Baishui Du Kang” of the “Baishui Du Kang” brand name in China, PRC.

RESULTS OF OPERATIONS

COMPARISON OF THE THREE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013

Revenue

Total revenues for the three months ended September 30, 2014 were $504,374 as compared to $1,215,394 for the same period of 2013, representing a decrease of 58.5%.

Sales of liquor to related party distributors were $203,532 or approximately 55.9% of total liquor sales for the three months ended September 30, 2014; and $575,201 or 47.3% of total liquor sales for the three months ended September 30, 2013, respectively.

The Company had a decrease in demand of liquor by related party distributors. As a result, the sales revenue decreased for the three months ended September 30, 2014 when compared to the same period in September 30, 2013.

Cost of Goods and Gross Margin

The overall gross margin for the three months ended September 30, 2014 was 18.6% as compared to 29.6% for the comparable period of 2013.

The decrease in gross margin on sales of liquor resulted from a substantial reduction in sales and profit.

Operating Expenses

Expenses from operations totaled $501,206 and $366,604 for the three months ended September 30, 2014 and 2013, respectively.

Selling expenses were $174,563 for the three months ended September 30, 2014 as compared to $206,908 for the same period in 2013. Selling expenses decreased $32,345 or 15.6% as a result of a decrease in advertising and office expenses.

General and administrative expenses were $326,643 for the three months ended September 30, 2014 compared to $159,696 for the corresponding period in 2013. The $166,947 or approximately 104.5% increase in general and administrative expenses between periods was primarily the result of increased tax expenses and depreciation and amortization expenses.

Other Income and Expenses

The Company has incurred total interest expense net of $12,008 and $9,962 for the three months ended September 30, 2014 and 2013, respectively. The increase in interest expense of $2,046 was due to interest expenses on capital leases acquired by the Company.

Income Tax Expense

In the three months ended September 30, 2014, the Company incurred income tax of $65,979, which resulted from the assessment by the local tax authority for the prior years. The Company did not incur any income tax expense for the three months ended September 30, 2013.

COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER30, 2014 AND 2013

Revenue

Total revenues for the nine months ended September 30, 2014 were $2,898,119 as compared to $3,601,121 for the same period of 2013, representing a decrease of 19.52%.

Sales of liquor to related party distributors were $1,630,324 or approximately 56.3% of total liquor sales for the nine months ended September 30, 2014, and $1,388,105 or 38.5% of total liquor sales for the nine months ended September 30, 2013, respectively.

The Company had a significant decrease in sales for the three months ended September 30, 2014, which effected the sales for the nine month ended September 30, 2014.

Cost of Goods and Gross Margin

The overall gross margin for the nine months ended September 30, 2014 was 24.4% as compared to 39.3% for the comparable period of 2013.

The decrease in gross margin on sales of liquor resulted from an increase of sales to related third party customers. The sales to related party distributors has significantly affected the overall gross margin on sales of liquor. Historically, the Company had sold its liquor products to related party distributors at deep discount prices.

Operating Expenses

Expenses from operations totaled $975,013 and $999,867 for the nine months ended September 30, 2014 and 2013, respectively.

Selling expenses were $334,769 for the nine months ended September 30, 2014 as compared to $577,882 for the same period in 2013. Selling expenses decreased $243,113 or 42.1% as a result of a significant decrease in promotion expenses for liquor sales conventions and advertising expenses spent by the Company.

General and administrative expenses were $640,244 for the nine months ended September 30, 2014 compared to $421,985 for the corresponding period in 2013. The $218,259 or approximately 51.7% increase in general and administrative expenses between periods was primarily the result of increased depreciation and amortization expenses and tax expenses, which was mostly due to the increase in the usage taxes of real estate.

Other Income and Expenses

The Company has incurred total interest expense net of $35,992 and $29,829 for the nine months ended September 30, 2014 and 2013, respectively. The increase in interest expense of $6,163 was due to interest expenses on capital leases acquired by the Company. The Company also received government subsidy of $56,908 for the nine months ended September 30, 2014.

Income Tax Expense

In the nine months ended September 30, 2014, the Company incurred income tax of $65,979, which resulted from the assessment by the local tax authority for the prior years. The Company did not incur any income tax expense for the nine months ended September 30, 2013.

LIQUIDITY AND CAPITAL RESOURCES

Operating Activities

Net cash used in operating activities of continued operations was $14,313 for the nine months ended September 30, 2014 compared to net cash used in operating activities of continued operations of $109,179 for the corresponding period in 2013.

The Company experienced a net loss of $280,531 for the nine months ended September 30, 2014 as compared to net income of $242,352 for the same period of 2013. Adjustments to reconcile the net loss to cash provided by operating activities included depreciation and amortization of $444,327 for the nine months ended September 30, 2014 as compared to $317,639 for the corresponding period in 2013. The increase in inventory was $155,138, which was significantly less than the increase of $1,138,548 in inventory for the corresponding period in 2013.The Company also had to reserve obsolete inventory of $66,068 for the nine months ended September 30, 2014.

The Company increased its account payables to $108,788 and reduced its deferred revenue to $126,619. The Company increased its accounts receivables by $99,108 and had prepaid expenses of $141,569 for the nine months ended September 30, 2014.

Investing Activities

Net cash used in investing activities of continued operations was $370,237 for the nine months ended September 30, 2014 compared to net cash used in investing activities of continued operations of $138,762 for the corresponding period in 2013. The cash was primarily attributed to acquisition of new machinery and facility which was still a construction-in-progress.

Financing Activities

Net cash used in financing activities of continued operations were $41,858 and $54,489 for the nine months ended September 30, 2014 and 2013 respectively. Net cash used in financing activities of continued operations resulted from payment of capital lease principal.

Cash at September 30, 2014 and December 31, 2013 was $124,638 and $573,546, respectively. The Company had working capital of $5,090,638 at September 30, 2014 as compared to $5,401,426 at December 31, 2013.

The related parties include affiliates and individuals. Affiliates are companies which are directly or indirectly, beneficially and in the aggregate, majority-owned and controlled by directors, officers, and principal shareholders of the Company. Individuals include our officers, shareholders, and prior directors of subsidiaries.

Our liquidity is dependent upon the continuation of and expansion of our operations, receipt of revenues and additional infusions of capital provided by equity and debt financing. Management believes that the current program of sales through distributorship agreements will improve throughout 2014 and that margins overall will continue to improve as well. Demand for our products is dependent on market acceptance of our liquor, conditions in the liquor and general beverage markets, and general economic conditions. All of our products are currently sold in the People’s Republic of China and are heavily dependent on the economy, exchange rates, and consumption habits within the People’s Republic of China. Many of these factors are cyclical and beyond the control of management.

Access to short and long term sources of cash is important to the continuation of our research and development and our operations. Our ability to operate is limited by our financial capacity to obtain cash and additional lines of credit in the future.

Related Parties Transactions

The Company had generated sales revenues from related parties in the amount of $1,630,324 and $1,388,105 for the nine months ended September 30, 2014 and 2013, respectively.

The Company had outstanding accounts receivables from related parties in the amount of $578,566 and $523,024 at September 30, 2014 and December 31, 2013, respectively.

The Company had outstanding deferred revenues due to related parties in the amount of $1,161,952 and $1,617,625 at September 30, 2014 and December 31, 2013, respectively.

Critical Accounting Policies

Information regarding significant accounting standards is included in Note 3 to the accompanying Consolidated Financial Statements.

Off-Balance Sheet Arrangements

As of September 30, 2014, the Company did not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required for Smaller Reporting Companies.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, which are designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, as appropriate to allow timely decisions regarding required disclosure.

Based on an evaluation carried out as of the end of the period covered by this quarterly report, under the supervision and with the participation of our management, including our CEO and CFO, our CEO and CFO have concluded that, as of the end of such period, our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were effective as of September 30, 2014.

Changes in Internal Control over Financial Reporting

Based on the evaluation of our management as required by paragraph (d) of Rule 13a-15 or 15d-15 of the Exchange Act, there were no changes in our internal control over financial reporting during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

ITEM 6. EXHIBITS

Exhibit No.		Description

31.1		Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive Officer

31.2		Rule 13a-14(a)/15d-14(a) Certifications of Chief Financial Officer

32.1		Section 1350 Certifications of Chief Executive Officer

32.2		Section 1350 Certifications of Chief Financial Officer

101.INS **		XBRL Instance Document

101.SCH **		XBRL Taxonomy Extension Schema Document

101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB **		XBRL Taxonomy Extension Label Linkbase Document

101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

__________________

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CHINA DU KANG CO., LTD.
	(Registrant)

Date: November 14, 2014	By:	/s/ Wang Yong Sheng
		Wang Yong Sheng,
		President and Chief Executive Officer
		(Principal Executive Officer)

Date: November 14, 2014	By:	/s/ Liu Su Ying
		Liu Su Ying,
		Chief Financial Officer
		(Principal Accounting Officer)

CHINA DU KANG CO. LTD. - FORM 10-Q - November 14, 2014

Attached files

CHINA DU KANG CO. LTD. Reports