What changed in this filing

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Item 9A. Controls and Procedures

2019-04-02 compared with 2017-11-24 · 881 added, 259 removed, 38 unchanged (97% of the section changed)

Controls And Procedures

of Disclosure Controls and Procedures

management is responsible for establishing and maintaining disclosure controls and procedures that are designed to ensure that

information required to be disclosed in our reports under the Securities Exchange Act of 1934 (the “Exchange Act”)

is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that

such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial

Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure

controls and procedures”

in Rule 15d-15(e) under the Exchange Act.

In designing and evaluating the disclosure controls and

procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only

reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment

in evaluating the cost-benefit relationship of possible controls and procedures.

the end of the period covered by this Annual Report, we conducted an evaluation, under the supervision and with the participation

of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation

of our disclosure controls and procedures.

Based upon the foregoing, our Chief Executive Officer and Chief Financial Officer concluded

that, as of August 31, 2017, the disclosure controls and procedures of our Company were not effective to ensure that the information

required to be disclosed in our Exchange Act reports was recorded, processed, summarized and reported on a timely basis.

Company is undertaking to improve its internal control over financial reporting and improve its disclosure controls and procedures.

As of August 31, 2017, we had identified the following material weaknesses which still exist through the date of this report:

of August 31, 2017 and as of the date of this report, we did not maintain effective controls over the control environment.

Specifically,

the Board does not currently have a director who qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii)

of Regulation S-K.

The Company does not have sufficient written policies and procedures for accounting and financial reporting

with respect to the requirements and application of both US GAAP and SEC guidelines.

The Company also lacks accounting personnel

with technical knowledge in certain debt and equity transactions and qualified personnel with an appropriate level of SEC filing

knowledge and experience.

Because of the size of the Company’s administrative staff, controls related to the segregation

of certain duties have not been developed and the Company has not been able to adhere to them.

Additionally the Company does not

have a well-established procedure to identify, approve, and report related party transactions.

of Disclosure Control and Procedures.

are required to maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed

in our reports filed 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 (also our principal executive officer) and our chief

financial officer (also our principal financial and accounting officer) to allow for timely decisions regarding required disclosure.

to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company’s management, including

the Company’s Chief Executive Officer (“CEO”) (the Company’s principal executive officer) and Chief Financial

Officer (“CFO”) (the Company’s principal financial and accounting officer), has evaluated the effectiveness

of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end

of the period covered by this report.

Based upon that evaluation the Company’s CEO and CFO concluded that the Company’s

disclosure controls and procedures were not effective as of December 31, 2018 to ensure that information required to be disclosed

by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and

reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated

to the Company’s management, including the Company’s CEO and CFO Mr.

Yumin Lin, as appropriate, to allow timely

decisions regarding required disclosure.

The principal basis for this conclusion is the lack of segregation of duties within our

financial function and the lack of an operating Audit Committee.

Management’s

Report on Internal Control over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is

defined in Exchange Act Rule 13a-15(f).

The design of any system of controls is based in part upon certain assumptions about the

likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all

potential future conditions, regardless of how remote.

All internal control systems, no matter how well designed, have inherent

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because

of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Therefore, even those

systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial

Officer, of the effectiveness of our internal controls over financial reporting as of August 31, 2017.

Based on this assessment,

management believes that, as of August 31, 2017, we did not maintain effective controls over the financial reporting control environment.

Specifically, the Board does not currently have a director who qualifies as an audit committee financial expert as defined in

Item 407(d)(5)(ii) of Regulation S-K.

Further, because of the limited size of its administrative support staff, and due to the

financial constraints on the Company, management has not been able to develop or implement controls related to the segregation

of duties for purposes of financial reporting.

The Company also lacks accounting personnel with technical knowledge in certain

debt and equity transactions;

and does not have a well-established procedure to identify, approve, and report related party transactions.

Additionally, the Company filed a Form 10-K on December 13, 2016 without obtaining the approval of the Company’s auditor.

Because of these material weaknesses, management has concluded that we did not maintain effective internal control over financial

reporting as of August 31, 2017, based on the criteria established in the “Internal Integrated Framework”

Attestation Report by Independent Registered Accountant

effectiveness of our internal control over financial reporting as of August 31, 2017 has not been audited by our independent registered

public accounting firm by virtue of our exemption from such requirement as a smaller reporting company.

in Internal Controls over Financial Reporting

were no changes in internal controls over financial reporting that occurred during the period covered by this report, which have

materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control

over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a

process designed by, or under the supervision of, the company’s principal executive and principal financial officers and

effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting

principles generally accepted in the United States of America and includes those policies and procedures that:

to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of

the assets of the company

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance

with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company

are being made only in accordance with authorizations of management and directors of the company;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s

assets that could have a material effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Projections of

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes

in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

All internal control systems,

no matter how well designed, have inherent limitations.

Therefore, even those systems determined to be effective can provide only

reasonable assurance with respect to financial statement preparation and presentation.

Because of the inherent limitations of

internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control

over financial reporting.

However, these inherent limitations are known features of the financial reporting process.

it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

carried out an assessment, under the supervision and with the participation of our management, including our CEO and CFO Mr.

Lin, of the effectiveness of the design and operation of our internal controls over financial reporting, as defined in Rules

13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as of December 31, 2018.

Integrated Framework (2013).

that assessment and on those criteria, our CEO and CFO concluded that our internal control over financial reporting was not effective

as of December 31, 2018.

The principal basis for this conclusion is failure to engage sufficient resources in regards to our accounting

and reporting obligations.

Report of Registered Public Accounting Firm

prospectus does not include an attestation report of our independent registered public accounting firm, regarding internal controls

over financial reporting.

Our internal control over financial reporting was not subject to such attestation as we are a smaller

reporting company.

in internal control over financial reporting.

reported on the Form 8-K filed by the Company with the SEC on November 22, 2018, the Company’s director, Mr.

Xinlong Shen,

resigned on November 21, 2018.

than the foregoing, there was no change in our internal controls over financial reporting that occurred during the period covered

by this report, which has materially affected or is reasonably likely to materially affect, our internal controls over financial

Other Information

Directors, Executive Officers and Corporate Governance

following is a list of our directors and executive officers.

All directors serve one-year terms or until each of their successors

is duly qualified and elected.

The officer is elected by our Board.

Held with Our Company

President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and Director

3, 2016-December 14,2016

President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and Director

following is a brief account of the education and business experience of our directors and executive officers during at least

the past five years, indicating their principal occupations and employment during the period, and the name and principal business

of the organization in which such occupations or employment were carried on.

Shen, Prior President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and Director

Shen, age 35, has more than 10-year experience in electronic appliances trading and marketing field in several China-based enterprises.

He graduated in 2003 from Xidian University in China with a bachelor degree in management and major in business administration.

July 2003, Mr.

Shen started his first career as Overseas Sales in Shenzhen Yu Ou Electronics Co., Ltd., which produces and sells

consumer electronics such as DVD and MP3 players.

In August 2005, he worked as an Overseas Trade Manager in Shenzhen Richtec Industry

Co., Ltd., which is a high-tech corporation and a global exporter and manufacturer specializing in developing, producing and marketing

home theater systems, iPod/Mp3/mobile speakers and car speakers.

In January 2008, he worked as an Overseas Trade Manager in Shenzhen

Zhongmeipeng Industry Co., Ltd., which is an integrated trading company producing industrial products and consumer electronics.

As Overseas Trade Manager in these two firms, Mr.

Shen was responsible for leading the marketing team to conduct overseas marketing

for the company’s products.

December 2013 to September 2014, Mr.

Shen served as Vice President in Shenzhen Boao Asset Management Consulting Service Co., Ltd.,

which is a financial consulting firm providing professional financial services including asset management and financial planning

services to clients.

In order to solve clients’

financial issues, he was dedicated to offer comprehensive, integrated and

tailor-made in-depth financial advisory services.

September 2014 to present, Mr.

Shen has served as Chairman of the Board in Qianhai Shenzhen Xinzilong Media Co., Ltd., which specializes

in production of film, video and media and entertainment programs.

In addition, the Company manages various events ranging from

cultural activities to conferences and exhibitions and provides advisory services.

Shen is responsible for managing media

production and sales and marketing.

Moreover, he gives professional advice to clients related to branding, marketing and advertising.

November 2014, Mr.

Shen has served as Vice Chairman in Chinacom Investment Association, which was mutually found by Chinese merchants

and entrepreneurs.

It aims at providing integrated information platform service to facilitate communication between association

members and government departments and bilateral and multilateral trade and investment activities.

Lin, Current President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and Director

name, address, age and titles of our executive officers and director are as follows:

of First Appointment

of the Board, Chief Executive Officer, President, Treasurer, and Secretary

On November 21, 2018, Mr.

Shen Xinlong resigned from his position as a director.

Yu Min, age 51, is the Chairman, CEO, President, Secretary and Treasurer of our Company.

July 1987 to April 1992 Mr.

11 unchanged sentences

at the Shenzhen DaxingHuashang Liquor Culture Company in the Nanchang District, Shenzhen, China.

of the Board of Directors

presently do not have an audit committee, nominating committee, compensation committee, or other committee or committees performing

similar functions, as our management believe that until this point it has been premature at the early stage of our management

and business development to form an audit, compensation or other committees.

Board does not have a formal Code of Conduct and Ethics.

Communications

we do not have a formal policy regarding communications with the Board, shareholders may communicate with the Board by writing

to us at 19F, Lianhe Tower, 1069 Nanhai Ave, Nanshan District, Shenzhen, China.

Shareholders who would like their submission directed

to a member of the Board may so specify, and the communication will be forwarded, as appropriate.

we do not have a formal policy on diversity, our Board considers diversity to include the skill set, background, reputation, type

and length of business experience of our Board members as well as a particular nominee’s contributions to that mix.

Board believes that diversity brings a variety of ideas, judgments and considerations that benefit FVTI and our shareholders.

Although there are many other factors, the Board seeks individuals with experience in business, financial and scientific research

and development.

Assessment of Risk

risk management function is overseen by our Board.

Our management keeps our Board apprised of material risks and provides our

directors access to all information necessary for them to understand and evaluate how these risks interrelate, how they affect

Fortune, and how management addresses those risks.

Shen, our Chief Executive Officer works closely together with the Board

once material risks are identified on how to best address such risk.

Presently, the primary risks affecting the Company is the

lack of working capital, the inability to generate sufficient revenues so that we have positive cash flow from operations.

Board focuses on these key risks at each meeting and actively interfaces with management on seeking solutions.

Shen, age 37, has more than 10-year experience in electronic appliances trading and marketing field in several China-based enterprises.

He graduated in 2003 from Xidian University in China with a bachelor degree in management and major in business administration.

In July 2003, Mr.

Shen started his first career as Overseas Sales in Shenzhen Yu Ou Electronics Co., Ltd., which produces and

sells consumer electronics such as DVD and MP3 players.

In August 2005, he worked as an Overseas Trade Manager in Shenzhen Richtec

Industry Co., Ltd., which is a high-tech corporation and a global exporter and manufacturer specializing in developing, producing

and marketing home theater systems, iPod/Mp3/mobile speakers and car speakers.

In January 2008, he worked as an Overseas Trade

Manager in Shenzhen Zhongmeipeng Industry Co., Ltd., which is an integrated trading company producing industrial products and

consumer electronics.

As Overseas Trade Manager in these two firms, Mr.

Shen was responsible for leading the marketing team to

conduct overseas marketing for the company’s products.

From December 2013 to September 2014, Mr.

Shen served as Vice President

in Shenzhen Boao Asset Management Consulting Service Co., Ltd., which is a financial consulting firm providing professional financial

services including asset management and financial planning services to clients.

In order to solve clients’

financial issues,

he was dedicated to offer comprehensive, integrated and tailor-made in-depth financial advisory services.

From September 2014

to present, Mr.

Shen has served as Chairman of the Board in Qianhai Shenzhen Xinzilong Media Co., Ltd., which specializes in production

of film, video and media and entertainment programs.

In addition, the Company manages various events ranging from cultural activities

to conferences and exhibitions and provides advisory services.

Shen is responsible for managing media production and sales

and marketing.

Moreover, he gives professional advice to clients related to branding, marketing and advertising.

Since November

Shen has served as Vice Chairman in Chinacom Investment Association, which was mutually found by Chinese merchants and

entrepreneurs.

It aims at providing integrated information platform service to facilitate communication between association members

and government departments and bilateral and multilateral trade and investment activities.

We are not currently subject to listing requirements

of any national securities exchange or inter-dealer quotation system which has requirements that a majority of the board of directors

be “independent”

and, as a result, we are not at this time required to have our Board of Directors comprised of a

majority of “independent directors.”

Our sole director is not independent under the applicable standards.

Relationships

are no family relationships among our directors or executive officers.

in Certain Legal Proceedings

the past 10 years, to our knowledge, except as described below, none of our present or former directors, executive officers or

persons nominated to become directors or executive officers has been the subject of any of the following:

A petition under the federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent

or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a

general partner at or within two (2) years before the time of such filing, or any corporation or business association of which

he was an executive officer at or within two (2) years before the time of such filing;

Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations

and other minor offenses);

Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of

competent jurisdiction, permanently or temporarily enjoining him or her from, or otherwise limiting, the following activities:

Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker,

leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person

of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person,

director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing

any conduct or practice in connection with such activity;

Engaging in any type of business practice;

Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation

of Federal or State securities laws or Federal commodities laws;

Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal

or State authority barring, suspending or otherwise limiting for more than sixty (60) days the right of such person to engage

in any activity described in paragraph (3)(i) above, or to be associated with persons engaged in any such activity;

Such person was found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or state

securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or

Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to

have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission

has not been subsequently reversed, suspended or vacated;

Such person was the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding,

not subsequently reversed, suspended or vacated, relating to an alleged violation of:

Any federal or state securities or commodities law or regulation;

Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent

injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal

or prohibition order;

Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any

self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C.

78c(a)(26)), any registered entity

(as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C.

1(a)(29)), or any equivalent exchange, association, entity

or organization that has disciplinary authority over its members or persons associated with a member.

as disclosed herein, we are not a party to any pending legal proceeding.

To the knowledge of our management, except as disclosed

herein, no federal, state or local governmental agency is presently contemplating any proceeding against us.

Company currently has not established any committees of the Board of Directors.

Our Board of Directors may designate from among

its members an executive committee and one or more other committees in the future.

We do not have a nominating committee or a

nominating committee charter.

Further, we do not have a policy with regard to the consideration of any director candidates recommended

by security holders.

To date, other than as described above, no security holders have made any such recommendations.

Board of Directors performs all functions that would otherwise be performed by committees.

Given the present size of our board,

it is not practical for us to have committees.

If we are able to grow our business and increase our operations, we intend to expand

the size of our board and allocate responsibilities accordingly.

Committee Financial Expert

have no separate audit committee at this time.

The entire Board of Directors oversees our audits and auditing procedures.

sole director is not an “audit committee financial expert”

within the meaning of Item 407(d)(5) of SEC Regulation

have no separate compensation committee at this time.

The entire Board of Directors oversees the functions, which would be performed

by a compensation committee.

Company did not adopt a Code of Ethics.

Executive Compensation

Company has not entered into employment agreements with any of its directors or officers.

Compensation Table

following table sets forth the compensation paid or accrued by us to our Chief Executive Officer, Chief Financial Officer and

each of our other officers for the year ended August 31, 2017 and the period ended August 31, 2016.

and Principal Position

Executive Officer

Vice-President

Hum ceased to be an officer or director on August 3, 2016.

Jong ceased to be an officer or director on August 3, 2016

each of our other officers for the year ended December 31, 2018 and the period ended December 31, 2017.

Name and Principal Position

All Other Compensation

President, CEO,

Secretary, CFO,

Shen was appointed as President, CEO, Secretary, CFO and director on August 3, 2016.

He resigned from all the positions except director on December 14, 2016.

He resigned from all the positions except

director on December 14, 2016.

On November 21, 2018, Mr.

Shen Xinlong resigned from his position as a director.

Lin was appointed as President, CEO, Secretary, CFO and director on December 14, 2016.

have not paid any salaries to date.

We do not anticipate beginning to pay salaries until we have adequate funds to do so.

are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and director other

than as described herein.

Equity Awards

4 unchanged sentences

16(a) Beneficial Ownership Reporting Compliance

the securities laws of the United States, our directors, executive (and certain other) officers, and any persons holding ten percent

or more of our Common Stock must report on their ownership of the Common Stock and any changes in that ownership to the Commission.

Specific due dates for these reports have been established.

During the fiscal year ended August 31, 2017, we believe that all

reports required to be filed by Section 16(a) were filed on a timely basis.

16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors and

persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange

Commission initial reports of ownership and reports of changes in ownership of our common stock and other equity securities.

executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies

of all Section 16(a) forms filed by such reporting persons.

solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that

all filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a

timely manner during the fiscal year ended December 31, 2018.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

following table sets forth the number of shares of our voting stock beneficially owned, as of December 14, 2016 by (i) those persons

Fortune Valley to be owners of more than 5% of the Company’s common stock, (ii) each director, (iii) our Named Executive

Officer, and (iv) all executive officers and directors known by as a group:

following table sets forth information with respect to the beneficial ownership of our Common Stock as of March 28, 2019,

by (i) each stockholder known by us to be the beneficial owner of more than 5% of our Common Stock (our only class of voting securities),

(ii) each of our directors and executive officers, and (iii) all of our directors and executive officers as a group.

of our knowledge, except as otherwise indicated, each of the persons named in the table has sole voting and investment power with

respect to the shares of our Common Stock beneficially owned by such person, except to the extent such power may be shared with

To our knowledge, none of the shares listed below are held under a voting trust or similar agreement, except as noted.

To our knowledge, there is no arrangement, including any pledge by any person of securities of the Company or any of its parents,

the operation of which may at a subsequent date result in a change in control of the Company.

and Directors

and Address of Beneficial Owner (1)

and Nature of Beneficial Ownership

Gordon Hum (1)

Edwin Jong (2)

Directors and Executive

Officers As A Group (1 person)

Gordon Hum resigned as an officer and director on August 3, 2016.

Edwin Jong resigned as an officer and director on August 3, 2016.

Xinlong Shen was appointed as an officer and director on August 3, 2016.

percentages are based on 7,750,000 shares outstanding, adjusted as required by rules of the SEC.

Beneficial ownership is determined

under the rules of the SEC and generally includes voting or investment power with respect to securities.

Shares of common stock

subject to options, warrants and convertible notes currently exercisable or convertible, or exercisable or convertible within

60 days are deemed outstanding for computing the percentage of the person holding such securities but are not deemed outstanding

for computing the percentage of any other person.

Unless otherwise indicated in the footnotes to this table, the Company believes

that each of the shareholders named in the table has sole voting and investment power with respect to the shares of common stock

indicated as beneficially owned by them.

Certain Relationships and Related Transactions, and Director Independence.

Relationships and Related Transactions

than as disclosed below, there has been no transaction, since our inception on March 21, 2014, or currently proposed transaction,

in which we were or are to be a participant and the amount involved exceeds the lesser of $120,000 or one percent of our total

assets at year-end for the last completed fiscal year, and in which any of the following persons had or will have a direct or

indirect material interest:

director or executive officer of our company;

person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding

shares of common stock;

of our promoters and control persons;

member of the immediate family (including spouse, parents, children, siblings and in- laws) of any of the foregoing persons.

August 7, 2014 we issued 3,500,000 shares of our common stock to our director Gordon Hum at a price of $0.01.

On August 8, 2014

we issued 1,500,000 shares of our common stock to Edwin Jong at a price of $0.01 per share.

The shares were issued to both subscribers

pursuant to Section 4(2) of the Securities Act of 1933 and/or Regulation S of the Securities Act of 1933 on the basis that the

subscribers represented to us that they were not a “U.S.

Person”

as such term is defined in Regulation S.

former CEO forgave $1,129, which the Company recorded to additional paid-capital.

of August 31, 2017, the Company was indebted to the then-CEO, Xinlong Shen, in the amount of $21,500, which is non-interest bearing,

unsecured, and due on demand.

of August 31, 2017, the Company was indebted to the CEO, Yumin Lin, in the amount of $74,057, which is non-interest bearing, unsecured,

and due on demand.

consideration for the assignment of the Company’s assets and liabilities, Mr.

Hum agreed to retire any and all shares of

preferred stock of the Company for return to treasury.

Pursuant to the assignment of the assets and liabilities to Gordon Hum,

the Company agreed to deliver to Mr.

Hum any documentary evidence of the full and unrestricted title to the assets and liabilities,

and such other documents as may be required under applicable law or reasonably requested by Mr.

Effective October 18, 2016,

the Company delivered to Mr.

Hum the required documentary evidence of the full and unrestricted title to the assets and liabilities

Hum delivered to the Company the full documentary evidence of the retirement of the Preferred Stock to treasury.

Principal Accounting Fees and Services.

Company’s board of directors reviews and approves audit and permissible non-audit services performed by its independent

registered public accounting firm, as well as the fees charged for such services.

In its review of non-audit service and its appointment

of Anthony KAM & associates ltd,as our independent registered public accounting firm, the board considered whether the provision

of such services is compatible with maintaining independence.

All of the services provided and fees charged by Anthony KAM &

associates ltd in 2017 were approved by the board of directors.

The following table shows the fees for the years ended August

31, 2017 and 2016:

Audit Fees (1)

19F, Lianhe Tower, 1069 Nanhai Ave, Nanshan District,Shenzhen, 518000, China

Officers and Directors as a Group(1person)

than 5% Shareholders

Title of Class

Name and Address of Beneficial Owner (1)

Amount and Nature of Beneficial Ownership

Gaosheng Group Co.,Ltd.

Luo Nai Yong (Beneficial Owner)

Second Floor, Capital City Independence Avenue Mahe Victoria Seychelles

China Kaiping Group CO., Ltd.

Ma Hui Jun (Beneficial Owner)

Second Floor, Capital City Independence Avenue Mahe Victoria Seychelles

The percent of class is based

on 307,750,000 shares of common stock issued and outstanding as of March 28, 2019.

Certain Relationships, Related Transactions and Director Independence

Company sold its wine and liquor products to Mr.

Naiyong Luo in the amounts of $41,565 and $139,990 for the years ended

December 31, 2018 and 2017.

As of December 31, 2018, the Company had a customer deposit from Mr.

Luo in the amount of $78,639.

These sales occurred in the normal course of business.

Luo is a shareholder of Gaosheng Group Co., Ltd., the prior owner of

Company sold its wine and liquor products to Mr.

Hongwei Ye in the amounts of $5,020 and $0 for the years ended December 31, 2018

As of December 31, 2018, the Company had a customer deposit from Mr.

Ye in the amount of $25,719.

These sales occurred

in the normal course of business.

Current CEO, Mr.

Yumin Lin, settled the loan amount $21,500 due to the former CEO Mr.

Sheng on behalf of the Company.

year ended December 31,2018 Mr.

Yumin Lin also extended a loan of $532,561 to the Company for working capital purposes.

December 31, 2018, the note payable due to Mr.

Yumin Lin amounted to $554,061.

These notes were unsecured, non-interest

bearing and due on demand.

The imputed interest on these notes was deemed immaterial.

Principal Accountant Fees and Services

following table shows the fees that were billed for the audit and other services for

the fiscal year ended December 2018 and 2017.

Audit-Related Fees

All Other Fees

these fees relate to the audit of our annual financial statements and the review of our interim quarterly financial

related fees –

these fees relate primarily to the auditors’

review of our registration statements and audit related

no fees of this sort were billed by Anthony KAM & associates ltd, our principal accountant during 2017 and

did not incur any other fees related to services rendered by our independent registered public accounting firm for the fiscal

year ended August 31, 2017 and the period ended August 31, 2016.

SEC requires that before our independent registered public accounting firm is engaged by us to render any auditing or permitted

non-audit related service, the engagement be either:

(i) approved by our audit committee or (ii) entered into pursuant to pre-approval

policies and procedures established by the audit committee, provided that the policies and procedures are detailed as to the particular

service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit

committee’s responsibilities to management.

do not have an audit committee.

Our Board pre-approves all services provided by our independent registered public accounting firm.

All of the above services and fees during 2017 and 2016 were reviewed and approved by our Board of Directors either before or

after the respective services were rendered.

Articles of Incorporation, incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1, as amended;

filed with the SEC on December 5, 2014.

Bylaws, incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1, as amended;

filed with the SEC on December 5, 2014

Certifications

of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification

Pursuant to 18 U.S.C.

This category includes the audit of our annual financial statements, review of financial statements included

in our Quarterly Reports on Form 10-Q and services that are normally provided by the independent registered public accounting

firm in connection with engagements for those fiscal years.

This category also includes advice on audit and accounting matters

that arose during, or as a result of, the audit or the review of interim financial statements.

Audit-Related

This category consists of assurance and related services by the independent registered public accounting firm

that is reasonably related to the performance of the audit or review of our financial statements and is not reported above under

“Audit Fees.”

The services for the fees disclosed under this category include consultation regarding our correspondence

with the Securities and Exchange Commission and other accounting consulting.

This category consists of professional services rendered by our independent registered public accounting firm

for tax compliance and tax advice.

The services for the fees disclosed under this category include tax return preparation and

technical tax advice.

Other Fees —

This category consists of fees for other miscellaneous items.

Board of Directors has adopted a procedure for pre-approval of all fees charged by our independent registered public accounting

Under the procedure, the Board approves the engagement letter with respect to audit and review services.

Other fees are

subject to pre-approval by the Board, or, in the period between meetings, by a designated member of Board.

Any such approval by

the designated member is disclosed to the entire Board at the next meeting.

The audit fees that were paid to the auditors with

respect to 2018 were pre-approved by the entire Board of Directors.

Exhibits, Financial Statement Schedules

All financial statements

to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Loss

Consolidated Statements of Changes in Equity

Consolidated Statements of Cash Flows

Notes to Financial Statements

Financial Statement Schedules

financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts

sufficient to require submission of the schedule, or because the information required is included in the consolidated financial

statements and notes thereto included in this Annual Report on Form 10-K.

Exchange Agreement, dated April 6, 2018, by and among FVTI, DKTI and Yumin Lin.

(incorporated by reference to Exhibit

2.1 to the Company’s Current Report on Form 8-K as filed with the SEC on April 19, 2018)

Agreement, dated April 6, 2018, by and among FVTI, DKTI and Yumin Lin.

(incorporated by reference to Exhibit 2.2 to

the Company’s Current Report on Form 8-K as filed with the SEC on April 19, 2018)

Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 as amended filed with the SEC on December 5, 2014)

Bylaws (incorporated by reference to Exhibit 3.2 the Company’s Registration Statement on Form S- as amended filed with the SEC on December 5, 2014).

Certification of Chief Executive Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant Section 302 of the Sarbanes Oxley Act of 2002

Certification of Chief Financial Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant Section 302 of the Sarbanes Oxley Act of 2002

Certification of Chief Executive Officer, pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer, pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Instance Document

Taxonomy Extension Schema Document

Taxonomy Extension Calculation Linkbase Document.

Taxonomy Extension Label Linkbase Document.

Taxonomy Extension Presentation Linkbase Document.

Taxonomy Extension Definition Linkbase Document.

accordance with the SEC Release 33-8238, deemed being furnished and not filed.

Taxonomy Schema

Taxonomy Calculation Linkbase

Taxonomy Definition Linkbase

Taxonomy Label Linkbase

Taxonomy Presentation Linkbase

accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No.

34-47986, the certifications furnished in Exhibits

32.1 and 32.2 herewith are deemed to accompany this Form 10-K and will not be deemed filed for purposes of Section 18 of the

Exchange Act.

Such certifications will not be deemed to be incorporated by reference into any filings under the Securities

Act or the Exchange Act.

Form 10–K Summary

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report

to be signed on its behalf by the undersigned, thereunto duly authorized.

April 2, 2019

VALLEY TREASURES, INC.

(formerly Crypto-Services, Inc.)

November 24 2017

Executive Officer and Chief Financial Officer

Executive Officer and Principal Financial Officer)

to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of

the registrant and in the capacities and on the dates indicated.

Executive Officer and

(Principal Executive Officer)

Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)

Valley Treasures, Inc.

Financial Statements

the year ended December 31, 2018 and 2017

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Loss

Consolidated Statements of Changes in Equity

Consolidated Statements of Cash Flows

Notes to Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders of

Valley Treasures, Inc.

on the Financial Statements

have audited the accompanying consolidated balance sheets of Fortune Valley Treasures, Inc.

(the Company) as of December

31, 2018 and 2017, and the related consolidated statements of operations, comprehensive loss, stockholders’

deficit, and cash flows for each of the years in the two-year period ended December 31, 2018, and the related notes (collectively

referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the

financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each

of the years in the two-year period ended December 31, 2018, in conformity with accounting principles generally accepted in the

United States of America.

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

in Note 3 to the financial statements, the Company had incurred substantial losses and has a working capital deficit, which raises

substantial doubt about its ability to continue as a going concern Management's plans in regards to these matters are also described

These financial statements do not include any adjustments that might result from the outcome of this uncertainly.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on

the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company

Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance

with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit

to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial

As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but

not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to

error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Public Accountants

have served as the Company’s auditor since December 4, 2017

Mateo, California

Valley Treasures, Inc.

Balance Sheets

December 31, 2018 and 2017

Current assets

Cash and cash equivalents

Accounts and other receivable, net

Prepaid expenses

Due from related parties

Prepaid taxes and taxes recoverable

Total current assets

Non-current assets

Plant and equipment, net

Liabilities and Stockholders’

Current liabilities

Accounts and taxes payable

Accrued liabilities and other payables

Customers advances and deposits

Due to related parties

Total current liabilities

Total Liabilities

Stockholders’

Common stock (3,000,000,000 shares authorized, 307,750,000 issued and outstanding at December 31, 2018 and 2017)

Accumulated deficit

Accumulated other comprehensive income

Total Stockholders’

Total Liabilities and Stockholders’

accompanying notes to the financial statements

Valley Treasures, Inc.

Statements of Operations and Comprehensive Loss

the Years ended December 31, 2018 and 2017

Net revenues (related party revenue $46,585 and $139,990 for 2018 and 2017)

Cost of revenues

Operating expenses:

General and administrative expenses

Operating loss

Interest income

Interest expense

Loss before tax

Other comprehensive income:

Foreign currency translation gain (loss)

Comprehensive loss

Loss per share

Basic and diluted earnings per share

Basic and diluted weighted average shares outstanding

accompanying notes to the financial statements

Valley Treasures, Inc.

Statements of Stockholders’

the Years ended December 31, 2018 and 2017

comprehensive

Balance as of January 1, 2017

Recapitalization

Capital contribution by owners

Foreign currency translation adjustment

Balance as of December 31, 2017

Foreign currency translation adjustment

Balance as of December 31, 2018

accompanying notes to the financial statements

Valley Treasures, Inc.

Statements of Cash Flows

the Years ended December 31, 2018 and 2017

Cash flows from operating activities

Depreciation of fixed assets

Increase in accounts and other receivables

(Decrease)/increase in inventories

Increase in advances and prepayments to suppliers

Increase in accounts and other payables

Net cash used in operating activities

Cash flows from investing activities

Net cash used in investing activities

Cash flows from financing activities

Proceeds of owners’

injection of capital

Borrowing and payments to related parties, net

Net cash provided by financing activities

Net decrease of cash and cash equivalents

Effect of foreign currency translation on cash and cash equivalents

Cash and cash equivalents–beginning of period

Cash and cash equivalents–end of period

Supplementary cash flow information:

Interest received

Interest paid

Income taxes paid(received)

accompanying notes to the financial statements

1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Valley Treasures, Inc.

(formerly Crypto-Services, Inc.) was incorporated in the State of Nevada on March 21, 2014.

The Company’s

current primary business operations of wholesale distribution and retail sales of alcoholic beverages of wine and distilled liquors

are conducted through its subsidiaries in the People’s Republic of China (“PRC”).

January 5, 2018, the Company’s board of directors unanimously approved to modify the Company’s accounting fiscal year

end from August 31 to December 31.

January 29, 2018, the Company filed a Certificate of Amendment with the State of Nevada to increase its authorized shares to 3,000,000,000.

April 11,2018, the Company entered into share exchange agreement by and among DaXingHuaShang Investment Group Limited (“DIGLS”)

and its shareholders:

1.) Yumin Lin, 2.) Gaosheng Group Co., Ltd.

and 3.) China Kaipeng Group Co., Ltd whereby the Company newly

issued 300,000,000 shares of its common stock in exchange for all the outstanding shares in DIGLS.

This transaction has been accounted

for a reverse takeover transaction and a recapitalization of the Company whereby the Company, the legal acquirer, is the accounting

acquiree, and DIGLS, the legal acquiree, is the accounting acquirer;

accordingly, the Company historical statement of stockholders’

equity has been retroactively restated to the first period presented.

was incorporated with limited liability in the Republic of Seychelles on July 4, 2016, with share capital of $100,000 divided

into 250,000,000 ordinary shares with $0.0004 par value.

DIGLS wholly owns DaXingHuaShang Investment (Hong Kong) Limited (“DILHK”).

DILHK was incorporated in Hong Kong on June 22, 2016 as an investment holding company with limited liability.

DILHK was previously

wholly owned by Mr.

On November 11, 2016, Mr.

Yumin Lin, transferred 100% of his ownership in DILHK to DIGLS.

wholly owns Qianhai DaXingHuaShang Investment (Shenzhen)Co.

(“QHDX”) which was incorporated with limited liability

on November 3, 2016 in the PRC as a wholly foreign-owned enterprise.

QHDX wholly owns Dongguan City France Vin Tout Ltd.

(“FVTL”).

FTVL was incorporated on May 31, 2011 in the PRC with limited liability.

FTVL was previously owned and controlled by Mr.

FTVL has been a license to sell foods up through September 10, 2022.

On November 20, 2016, Mr.

Yumin Lin transferred his

ownership in FTVL to QHDX for nominal consideration.

The share transfers detailed above by and among Mr.

Yumin Lin, DIGLS, DILHK,

QHDX, and FVTL have been accounted for as a series of business combination of entities under common control;

accordingly, the

values in these financial statements reflect the carrying values of those entities, and no goodwill was recorded as a result of

these transactions.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of presentation

consolidated financial statements, accompanying notes, and related disclosures have been prepared pursuant to the rules and regulations

Securities and Exchange Commission (“SEC”).

These financial statements have been prepared using the accrual

basis of accounting in accordance with the generally accepted accounting principles (“GAAP”) in the United States.

The Company’s fiscal year end is December 31.

The Company’s financial statements are presented in US dollars.

of consolidation

consolidated financial statements include the accounts of the Company and its subsidiaries.

All intercompany accounts and transactions

have been eliminated.

Incorporation

DaXingHuaShang

Investment Group Limited (“DIGLS”)

Republic of Seychelles

DaXingHuaShang

Investment (Hong Kong) Ltd (“DILHK”)

DaXingHuaShang Investment (Shenzhen) Co.

(“QHDX”)

City France Vin Tout Ltd.,

(“FVTL”)

preparation of financial statements in conformity with accounting principles generally accepted in the United States of America

requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure

of contingent assets and liabilities at the date of the financial statements.

The estimates and judgments will also affect the

reported amounts for certain revenues and expenses during the reporting period.

Actual results may materially differ from these

currency translation and re-measurement

Company translates its foreign operations to the U.S.

dollar in accordance with ASC 830, “

Foreign Currency Matters ”.

reporting currency for the Company and its subsidiaries is the US dollar.

The Company, DIGLS, and DILH’s functional currency

QHDX and FVTL use the Chinese Renminbi (“RMB”) as their functional currency.

Company’s subsidiaries, whose records are not maintained in that company’s functional currency, re-measure their records

into their functional currency as follows:

assets and liabilities at exchange rates in effect at the end of each period

assets and liabilities at historical rates

and expense items at the average rate of exchange prevailing during the period

and losses from these re-measurements were not significant and have been included in the Company’s results of operations.

Company’s subsidiaries, whose functional currency is not the U.S.

dollar, translate their records into the U.S.

and liabilities at the rate of exchange in effect at the balance sheet date

at the historical rate

and expense items at the average rate of exchange prevailing during the period

arising from such translations are included in accumulated other comprehensive income in shareholders’

USD exchange rate

RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions.

No representation is made that the RMB amounts could have been, or could be, converted into US Dollars at the rates used in translation.

and cash equivalents

and cash equivalents include cash on hand, deposits in banks, and any investments with maturities with less three months from

inception to maturity.

The Company’s primary bank deposits are located in the Hong Kong and the PRC;

those deposits are

not provided protection under FDIC insurance;

however, management has determined that the risk of loss from insolvency by those

financial institution at which it has deposited it funds is insignificant.

receivable are carried at the amounts invoiced to customers less allowance for doubtful accounts.

The allowance is an estimate

based on a review of individual customer accounts on a regular basis.

Accounts receivable are written off when deemed uncollectible.

Recoveries of accounts receivable previously written off are recorded when received.

Company reviews the collectability of accounts receivable based on an assessment of historical experience, current economic conditions,

and other collection indicators.

the years ended December 31, 2018, the Company had not experienced any delinquent or uncollectible balances;

the Company did not record any valuation allowance for bad debt during this period.

consisting of finished goods are stated at the lower of cost or market value.

The Company used the weighted average cost method

of accounting for inventory.

Inventories on hand are evaluated on an on-going basis to determine if any items are obsolete, spoiled,

or in excess of future demand.

The Company provides impairment that is charged directly to cost of sales when is has been determined

the product is obsolete, spoiled, and the Company will not be able to sell it at a normal profit above its carrying cost.

Company’s primary products are alcoholic beverages;

the selling price of alcoholic beverages tend to increase over time;

however, there are circumstances where alcoholic beverages may be subject to spoilage if stored for prolong periods of time.

Company did not experience any impairment on inventory during the years ended December 31, 2018 and 2017.

and prepayments to suppliers

certain instances, in order to secure the supply of limited and sought-after wines and liquors, the Company will make advance

payments to suppliers for the procurement of inventory.

Upon physical receipt and inspection of such products from those suppliers,

the applicable balances are reclassified from advances and prepayments to suppliers to inventory.

plant and equipment

is carried at cost less accumulated depreciation.

Depreciation is provided over their estimated useful lives, using the straight-line

Estimated useful lives of the equipment are as follows:

cost of maintenance and repairs is charged to expenses as incurred, whereas significant renewals and betterments are capitalized.

for long-lived assets

Company annually reviews its long-lived assets for impairment or whenever events or changes in circumstances indicate that the

carrying amount of assets may not be recoverable.

Impairment may be the result of becoming obsolete from a change in the industry

or new technologies.

Impairment is present if the carrying amount of an asset is less than its undiscounted cash flows to be generated.

an asset is considered impaired, a loss is recognized based on the amount by which the carrying amount exceeds the fair market

value of the asset.

Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

advances and deposits

certain occasions, the Company may receive prepayments from downstream retailers or retails customer for wines and liquor prior

to their taking possession of the Company’s products;

the Company records these receipts as customer advances and deposits

until it has met all the criteria for recognition of revenue including the passing possession of the products to its customer,

at such point Company will reduce the customer and deposits balance and credit the Company’s revenues.

are recognized when the Company has negotiated the terms of the transaction, which includes determining and fixing the sales price,

the transfer of possession of the product to the customer, the customer does not have the right to return the product, the customer

is able to further sell or transfer the product onto others for economic benefit without any other obligation to be fulfilled

by the Company, and the Company is reasonably assured that funds have been or will be collected from the customer.

The Company’s

gross revenue consists the value of goods invoiced, net of any value-added tax (VAT) or excise tax.

advertising costs are expensed as incurred.

Advertising expense for the years ended December 31, 2018 and 2017, were $0 and 0,

respectively.

shipping and handling are expensed as incurred.

benefits in the form of mandatory government sponsored defined contribution plans are charged to the either expenses as incurred

or allocated to inventory as a part of overhead.

Company accounts for income tax using an asset and liability approach and allows for recognition of deferred tax benefits in future

Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between

the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before

the Company is able to realize their benefits, or that future realization is uncertain.

reserves are referring to the amount appropriated from the net income in accordance with laws or regulations, which can be used

to recover losses and increase capital, as approved, and are to be used to expand production or operations.

PRC laws prescribe

that an enterprise operating at a profit must appropriate and reserve, on an annual basis, an amount equal to 10% of its profit.

Such an appropriation is necessary until the reserve reaches a maximum that is equal to 50% of the enterprise’s PRC registered

Company computes earnings per share (“EPS”) in accordance with ASC Topic 260, “Earnings per share”.

EPS is measured as the income or loss available to common shareholders divided by the weighted average common shares outstanding

for the period.

Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common

shares (e.g., convertible securities, options, and warrants) as if they had been converted at the beginning of the periods presented,

or issuance date, if later.

Potential common shares that have an anti-dilutive effect (i.e.

those that increase income per share

or decrease loss per share) are excluded from the calculation of diluted EPS.

Company’s accounts for financial instruments in accordance to ASC Topic 820, “Fair Value Measurements and Disclosures,”

which requires disclosure of the fair value of financial instruments held by the Company and ASC Topic 825, “Financial Instruments,”

which defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances

disclosure requirements for fair value measures.

The carrying amounts reported in the consolidated balance sheets for receivables

and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the

short period of time between the origination of such instruments and their expected realization and their current market rate

The three levels of valuation hierarchy are defined as follows:

Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities

in active markets.

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities

in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially

the full term of the financial instrument.

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

and contingencies

for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it

is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

Comprehensive

income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners.

Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive

income are required to be reported in a financial statement that is presented with the same prominence as other financial statements.

The Company’s current component of other comprehensive income includes the foreign currency translation adjustment and unrealized

gain or loss.

represents the excess of the purchase price over the fair value of the net tangible and identifiable assets acquired in a business

In accordance with FASB ASC Topic 350, “Goodwill and Other Intangible Assets”, goodwill is no longer

subject to amortization.

Rather, goodwill is subject to at least an annual assessment for impairment, applying a fair-value based

Fair value is generally determined using a discounted cash flow analysis.

accounting pronouncements

January 2017, the FASB issued guidance, which amended the existing accounting standards for business combinations.

The amendments

clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions

should be accounted for as acquisitions (or disposals) of assets or businesses.

The Company is required to adopt the guidance

in the first quarter of fiscal year 2019.

Earlier adoption is permitted.

The Company has early adopted this guidance in the fourth

quarter of fiscal year 2018.

The implementation of this guidance did not have a material impact on the Consolidated Financial

February 2018, the FASB issued guidance, which eliminates the stranded tax effects in other comprehensive income resulting from

Because the amendments only relate to the reclassification of the income tax effects of the TCJA, the underlying guidance

that requires that the effect of a change in tax laws or rates be included in income from continuing operations is not affected.

The Company is required to adopt the guidance in the first quarter of fiscal year 2020.

Earlier adoption is permitted.

is currently evaluating the timing and the impact of this guidance on the Consolidated Financial Statements.

In August 2017, the

FASB issued guidance, which amends the existing accounting standards for derivatives and hedging.

The amendment improves the financial

reporting of hedging relationships to better represent the economic results of an entity’s risk management activities in

its financial statements and made certain targeted improvements to simplify the application of the hedge accounting guidance in

The Company is required to adopt the guidance in the first quarter of fiscal year 2020.

Earlier adoption is

The Company is currently evaluating the timing and impact of this guidance on the Consolidated Financial Statements.

2016, the FASB issued guidance, which addresses the presentation of restricted cash in the statement of cash flows.

guidance requires entities to present the changes in the total of cash, cash equivalents, restricted cash, and restricted cash

equivalents in the statement of cash flows.

As a result, entities will no longer present transfers between cash and cash equivalents

and restricted cash and restricted cash equivalents in the statement of cash flows.

The Company is required to adopt the guidance

retrospectively in the first quarter of fiscal year 2019.

Earlier adoption is permitted.

The Company will adopt this guidance

in the first quarter of fiscal year 2019.

The Company expects that the implementation of this guidance will not have a material

impact on its Consolidated Financial Statements.

March 17, 2016, the FASB issued ASU 2016-08 “Revenue from Contracts with Customers (Topic 606):

Principal versus Agent Considerations

(Reporting Revenue Gross versus Net)”, which amends the principal-versus-agent implementation guidance and illustrations

in the Board’s new revenue standard (ASU 2014-09).

The FASB issued the ASU in response to concerns identified by stakeholders,

including those related to (1) determining the appropriate unit of account under the revenue standard’s principal-versus-agent

guidance and (2) applying the indicators of whether an entity is a principal or an agent in accordance with the revenue standard’s

control principle.

Among other things, the ASU clarifies that an entity should evaluate whether it is the principal or the agent

for each specified good or service promised in a contract with a customer.

As defined in the ASU, a specified good or service

is “a distinct good or service (or a distinct bundle of goods or services) to be provided to the customer.”

for contracts involving more than one specified good or service, the entity may be the principal for one or more specified goods

or services and the agent for others.

The ASU has the same effective date as the new revenue standard (as amended by the one-year

deferral and the early adoption provisions in ASU 2015-14).

In addition, entities are required to adopt the ASU by using the same

transition method they used to adopt the new revenue standard.

The Company has determined that it acts as a principal in its primary

business operations.

March 30, 2016, the FASB issued ASU 2016-09 “Compensation—Stock Compensation (Topic 718):

Improvements to Employee

Share-Based Payment Accounting”, which simplifies several aspects of the accounting for employee share-based payment transactions

for both public and nonpublic entities, including the accounting for income taxes, forfeitures, and statutory tax withholding

requirements, as well as classification in the statement of cash flows.

The ASU is for annual reporting periods beginning after

December 15, 2016, including interim periods within those annual reporting periods.

Management has determined that the new standard

did not have a material impact on these financial statements.

otherwise stated, the Company is currently assessing the above

the accounting pronouncements and their potential impact from their adoption on the financial statements.

3 - GOING CONCERN

accompanying financial statements have been prepared in conformity with generally accepted accounting principles which contemplate

continuation of the Company as a going-concern basis.

The going-concern basis assumes that assets are realized, and liabilities

are settled in the ordinary course of business at amounts disclosed in the financial statements.

The Company’s ability to

continue as a going concern depends upon its ability to market and sell its products to generate positive operating cash flows.

For the years ended December 31, 2018 and 2017, the Company reported net losses of $262,424 and $187,496, respectively.

December 31, 2018, the Company had working capital deficit of approximately $397,037.

In addition, the Company had net cash outflows

of $230,379 from operating activities during the years ended December 31, 2018.

These conditions still raise a substantial doubt

as to whether the Company may continue as a going concern.

an effort to improve its financial position, the Company is working to obtain new working capital through a reverse merger with

a publicly listed entity and shortly thereafter the sales of equity or debt securities by the listed entity to investors for cash

to fund operations and further expansion.

The Company also relies on relates parties to provided financing and management services

at cost that may not be the prevailing market rate for such services.

the Company is not able to generate positive operating cash flows, raise additional capital, and retain the services of certain

related parties, it may become insolvent.

4 - ACCOUNTS AND OTHER RECEIVABLES

and other receivables consisted of the following as of December 31, 2018 and 2017:

Gross accounts and other receivables

Allowance for doubtful accounts

accounts and other receivables have been outstanding for less than 365 days.

Included in the balance for 2017 was an amount of

$6,799 owed by a third-party vendor for shipment of wine that was never delivered;

the amount was refunded to the Company on January

The Company’s general manager received funds totaling $6,995 on behalf of the Company for products sold

to costumers;

this balance has been recorded as other receivables and occurred in the normal course of business.

consisted of the following as of December 31, 2018 and 2017:

Finished goods

6 - EQUIPMENT

plant and equipment consisted of the following as of December 31, 2018 and 2017:

Accumulated depreciation

Company did not purchase any equipment during the years ended December 31, 2018 and 2017.

Changes in the cost of equipment are

related to differences in foreign currency rates at different reporting periods.

Depreciation expenses translated at the average

exchange rates for the years ended December 31, 2018 and 2017 were $3,926 and $6,776 respectively.

7 - INCOME TAXES

Company’s primary operations are in the PRC, and in accordance with the relevant tax laws and regulations.

The corporate

income tax rate for each country is as follows:

tax rate is 25%.

kong tax rate is 16.5%

is on permanent tax holiday

Company is registered the British Virgin Islands, which is a tax-exempt region.

following tables provide the reconciliation of the differences between the statutory and effective tax expenses for the years

ended December 31, 2018 and 2017:

Loss attributed to PRC operations

Loss attributed to Seychelles and HK

Loss attributed to US

Loss before tax

PRC Statutory Tax at 25% Rate

Effect of Seychelles, PRC, HK, deductions and other reconciling items

difference between the U.S.

federal statutory income tax rate and the Company’s effective tax rate was as follows for the

years ended December 31, 2018 and 2017:

federal statutory income tax rate

Higher rates in PRC, net

Net operating losses in PRC and other jurisdictions

The Company’s effective tax rate

July 1,2018, the Company changed its status from a general VAT taxpayer to simplified calculation method Taxpayer.

In accordance to the rules for general VAT taxpayer, and entity

must present VAT payable using the net between the output VAT (at a rate of 16%) and the available input VAT amount (at the

rate applicable to the supplier).

Under the simplified calculation method, no input VAT is deductible and a uniform 3%

levying rate applies.

8- RELATED PARTY TRANSACTIONS

due to related parties as of December 31, 2018 and 2017:

President, CEO, Secretary, CFO, Director

Former Director of the Company

Yumin Lin’s wife

Director of DIGL

outstanding payables due to Mr.

Yumin Lin are comprised of working capital advances and borrowings.

These amounts are due on demand

and are non-interest bearing.

amounts due to Ms.

Qingmei Lin are for office rental expenses.

The Company’s operating facilities are located within a building

Company sold its wine and liquor products to Mr.

Naiyong Luo in the amounts of $41,565 and $139,990 for the years ended

December 31, 2018 and 2017.

As of December 31, 2018, the Company had a customer deposit from Mr.

Luo in the amount of $78,639.

These sales occurred in the normal course of business.

Luo is a shareholder of Gaosheng Group Co., Ltd., the prior owner of

Company sold its wine and liquor products to Mr.

Hongwei Ye in the amounts of $5,020 and $0 for the years ended December 31, 2018

As of December 31, 2018, the Company had a customer deposit from Mr.

Ye in the amount of $25,719.

These sales occurred

in the normal course of business.

Current CEO, Mr.

Yumin Lin, settled the loan amount $21,500 due to the former CEO Mr.

Sheng on behalf of the Company.

year ended December 31,2018 Mr.

Yumin Lin also extended a loan of $532,561 to the Company for working capital purposes.

As of December 31,2018, the note payable due to Mr.

Yumin Lin amounted to $554,061.

These note payable were unsecured, non-interest

bearing and due on demand.

The imputed interest on these notes was deemed immaterial.

LEASE COMMITMENTS

Company has a non-cancelable operating lease agreement with Ms.

Qingmei Lin, a related party, for the premises in Dongguan City,

The agreement covers the period from May 1, 2017 to April 30, 2027 which increased the space covered in prior agreements.

The monthly rent expense is $3,811 (RMB 25,000).

but effective as of May 1, 2018 was lowered to $2,323 (RMB15,000) based on agreement

Qingmei and Company.

The total rental rent expense for the year ended December 31, 2018 and 2017 was $33,317 and $31,707,

respectively.

The agreement does not call for a rental deposit equivalent.

operating lease commitment for the agreement is as follows:

Company is subject to risk borne from credit extended to customers.

and QHDX bank deposits are with banks located in the PRC.

DILHK’s bank account is with located in Hong Kong, it is closed

by November 1,2018.

DIGLS does not have any bank accounts.

The bank accounts that the Company uses that that are located outside

do not carry federal deposit insurance.

Company is subject to interest rate risk when its loans become due and require refinancing.

and political risks

Company’s operations are conducted in the PRC.

Accordingly, the Company’s business, financial condition, and results

of operations may be influenced by changes in the political, economic, and legal environments in the PRC.

As alcoholic beverages

are considered a luxury item, they may be subject to political pressure and risks.

The PRC has government from time to time limited

the amount of import of foreign alcoholic beverages based on their relationships with those foreign countries.

The Company’s

results of operations may be materially adversely affected if the are unable to procure such products because the PRC government

has limited the amount of imports.

monitors changes in prices levels.

Historically inflation has not materially impacted the Company’s financial statements;

however, significant increases in the price of wine and liquors that cannot be passed on the Company’s customers could adversely

impact the Company’s results of operations.

Concentrations

the years ended December 31, 2018 and 2017, a single customer contributed 43.3% and 53.6% of the Company’s sales;

accordingly, there was a concentration of risk in demand for the Company’s products.

2018, the Company had a concentration of risk in its supply of raw materials, one vendor supplied all of the Company’s purchases

for finished goods inventory.

11 - SUBSEQUENT EVENTS

evaluates subsequent events that have occurred after the balance sheet date but before the financial statements are issued.

are two types of subsequent events:

(1) recognized, or those that provide additional evidence with respect to conditions that

existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements, and

(2) non-recognized, or those that provide evidence with respect to conditions that did not exist at the date of the balance sheet

but arose subsequent to that date.

March 1, 2019, we executed a Sale and Purchase Agreement (the “SP Agreement”) to acquire 100% of the shares and assets

of Jiujiu Group Stock Co., Ltd.

(“JJGS”), a company incorporated under the laws of the Republic of Seychelles.

transaction contemplated in the Agreement was closed on March 1, 2019.

Except for the above-mentioned material subsequent events

and disclosures found in these financial statements, there were no other events that management deemed necessary for disclosure

as a material subsequent event.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures