10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT UNDER 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 Number 000-52790

PMI Construction Group

(Exact name of registrant as specified in its charter)

Nevada	95-4465933
(State or other jurisdiction of	(IRS Employer Identification No.)
incorporation or organization)

B56-B76, Songshan Lake Creative Life City

Gongye West Road, Dongguan, Guangdong, China

(Address of principal executive offices)

086-769-38832388

 (Registrant’s telephone number, including area code)

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 past 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  ¨ (Do not check if a smaller reporting company)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 [X]   No [  ]

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

17,300,709 shares of $0.001 par value common stock on September 30, 2014.

Part I - FINANCIAL INFORMATION

Item 1. Financial Statements

PMI Construction Group

FINANCIAL STATEMENTS

(UNAUDITED)

September 30, 2014

The financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted.  However, in the opinion of management, all adjustments (which include only normal recurring accruals) necessary to present fairly the financial position and results of operations for the periods presented have been made.  These financial statements should be read in conjunction with the accompanying notes, and with the historical financial information of the Company.

2

PMI Construction Group
(A Development Stage Enterprise)
Balance Sheets
	September 30			December 31,
	2014			2013
	(Unaudited)
Assets
Current Assets:
Cash	$	—		$	1,227
Total Assets	$	—		$	1,227
Liabilities and Stockholders’ Equity (Deficit)
Current Liabilities:
Cash deficit	$	-		$	—
Accounts payable		7,000			1,145
Notes and accrued interest payable - related parties		150,790			127,275
Convertible Notes and accrued interest payable –       related parties		80,132			76,149
Total Current Liabilities		237,922			204,569
Stockholders’ Equity (Deficit)
Convertible preferred stock, $0.001 par value, 5,000,000 shares authorized, 634 shares issued and outstanding		1			1
Common stock, $0.001 par value, 95,000,000 shares authorized, 17,300,709 shares issued and outstanding		17,301			17,301
Additional paid in capital		3,063			-
Retained deficit		(5,064	)		(5,064	)
Deficit accumulated during the development stage		(253,223	)		(215,580	)
Total Stockholders’ Equity (Deficit)		(237,922	)		(203,342	)
Total Liabilities and Stockholders’ Equity (Deficit)	$	—		$	1,227
See accompanying notes to financial statements

3

PMI Construction Group

(A Development Stage Company)

Statements of Operations

(Unaudited)

	For the three months ended September 30,						For the nine months ended September 30,						From the date of commencing development stage activities (February 17, 2004) Through September 30,
	2014			2013			2014			2013			2014
Revenue	$	—		$	—		$	—		$	—		$	—
Operating expenses:
General and  administrative		10,080			5,576			26,725			20,491			187,407
Total operating      expenses		10,080			5,576			26,725			20,491			187,407
Loss from operations		(10,080	)		(5,576	)		(26,725	)		(20,491	)		(187,407	)
Expenses
Interest expense		(3,711	)		(3,611	)		(10,919	)		(10,251	)		(65,816	)
Total expenses		(3,711	)		(3,611	)		(10,919	)		(10,251	)		(65,816	)
Net Loss	$	(13,791	)		(9,187	)		(37,644	)		(30,742	)		(253,223	)
Net loss per share of common stock	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Net Loss fully diluted share of common stock	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average number of common shares		17,300,709			17,300,709			17,300,709			17,300,709
Weighted average number of fully diluted common shares		17,300,709			17,300,709			17,300,709			17,300,709

See accompanying notes to financial statements

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PMI Construction Group

(A Development Stage Company)

Statements of Cash Flows

(Unaudited)

	For The Nine Months Ended						From the date of commencing development stage activities (February 17, 2004) Through
	September 30,						September 30,
	2014			2013			2014
Cash flows from operating activities:
Net Loss	$	(37,644	)	$	(30,742	)	$	(253,223	)
Adjustments to reconcile net loss to net cash used by      operating activities:
Conversion of interest payable to common stock		—			—			312
Changes in operating assets and liabilities:
Increase (decrease) in cash deficit		—			—			1,113
Increase (decrease) in accounts payable		8,918			1,750			8,067
Increase (decrease) in interest payable to related             Parties		10,919			10,250			64,134
Net cash used in operating activities		(17,807	)		(18,742	)		(179,597	)
Cash flows from financing activities:
Conversion of interest payable to note payable		—			—			1,200
Notes payable to related parties		16,580			20,000			178,397
Net cash provided by financing activities		16,580			20,000			179,597
Net change in cash		(1,227	)		1,258			—
Cash, beginning of period		1,227			1,813			—
Cash, end of period	$	—		$	3,071		$	—
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Income taxes	$	—		$	—		$	—
Interest	$	—		$	—		$	—
Non-cash financing activity:
Conversion of interest payable to notes payable	$	—		$	—		$	1,200
Additional paid-in capital	$	3,063		$	—		$	3,063

See accompanying notes to financial statements

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PMI Construction Group

(A Development Stage Enterprise)

Notes to Unaudited Financial Statements

September 30, 2014

Note 1: Basis of Presentation

The accompanying unaudited financial statements of PMI Construction Group (the “Company”) 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 thereto for the year ended December 31, 2013 included in the Company’s Form 10-K report.

These unaudited 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 nine months ended September 30, 2014, are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.

Note 2: Summary of Significant Accounting Policies

Organization – The Company was incorporated under the laws of the State of Utah on November 11, 1980 as Bullhead Exploration, Inc. On February 19, 1997 the Company changed its name and its corporate domicile was changed to the state of Nevada. The Company was a party to a Settlement and Release Agreement filed in the United States District Court for the District of Utah, Central Division, having an agreed effective date of February 17, 2004, which resulted in a change of control of the Company in August 2004.

On August 15, 2014, the Company approved and acknowledged a Stock Purchase Agreement, entered into by and between certain shareholders of the Company, as Sellers, and Kung Fu Dragon Group Holdings Limited, a British Virgin Islands corporation, and NobleCorp Asset Management Ltd., a Labuan corporation, as Buyers, pursuant to which the Buyers purchased from the Sellers a total of 15,623,146 shares of common stock in the Company as well as three outstanding Company Promissory Notes.  The transaction resulted in a change of control of the Company. The amount of consideration was an aggregate of U.S. $400,000.

After the change of control, Kung Fu Dragon owns 12,498,517 shares which represented approximately 72% of the Company’s issued and outstanding common stock, and NobleCorp owns 3,124,629 shares which represented approximately 18% of the Company’s issued and outstanding common stock. Mr. Wen Zhiguang, a Chinese citizen, owns 51% of the equity of of Kung Fu Dragon and Ms. Lona Liu, a Chinese citizen, owns 49% of the equity of Kung Fu Dragon.   Mr Eddy Kok owns 100% of the issued and outstanding common stock of NobleCorp.

 In addition, Kung Fu Dragon purchased three outstanding Promissory Notes of the Company from the holders of those Notes.   The Notes have an aggregate unpaid principal balance of $161,316.89, and two of the Notes, which have an aggregate unpaid principal of balance of $80,132.00, are convertible into shares of common stock of the Registrant at a price of $0.001 per share.

In conjunction with the change of control, on August 15, 2014, Mr. Jeffery Peterson resigned as the President, Chief Executive Officer and Chief Financial Officer of the Company and Ms Liu Yongming Lona was appointed as both a director of the Company, and as the Company’s President, Chief Executive Officer and Chief Financial Officer.

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PMI Construction Group

(A Development Stage Enterprise)

Notes to Unaudited Financial Statements

September 30, 2014

On September 15, 2014, Jeffrey Peterson resigned as a director of the Company and  the Board of Directors appointed Mr Wen Zhiguang, Mr Kok Seng Yeap, Mr Qiu Shijun,  Mr Li Jianhong, and Mr Tan Kok Beng as directors of the Company.

Since the settlement in August 2004 and up to the date of this Report, the Company has obtained loans and issued its common stock for cash, to finance its endeavors in seeking a new business venture. The Company has not generated any revenue since 2004 and is considered a development stage enterprise as defined in ASC Topic 915.

Quasi Reorganization – The Company sold substantially all of its assets during 2000 and remained dormant up to the date of this Report. In accordance with ASC Topic 915, the Company became a development stage enterprise at that time when the stockholders of the Company approved a quasi reorganization effective as of January 1, 2004. The quasi reorganization provided for a readjustment of the Company’s capital accounts and resulted in its retained deficit from prior operations being offset against its paid-in capital account in the amount of $1,928,775 and the remaining deficit of $5,064 continues to be reflected as a retained deficit. The Company also created a new equity account entitled “Deficit Accumulated During the Development Stage” and the results of operations have since been recorded in that account. No other accounts were affected by this readjustment and the Company’s accounting is substantially similar to that of a new enterprise.

Use of Estimates – The accompanying unaudited financial statements are prepared in conformity with accounting principles generally accepted in the United States of America and require that Management make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. The use of estimates and assumptions may also affect the reported amounts of expenses. Actual results could differ from those estimates or assumptions.

Net Loss and Fully Diluted Loss per Share of Common Stock – The loss per share of common stock is computed by dividing the net loss during the periods presented by the weighted average number of shares outstanding during those same periods. The diluted loss per share of common stock is computed by dividing the net loss during the periods presented by the weighted average number of shares outstanding and the potential number of shares that could be outstanding during the entire period presented as a result of the conversion of preferred stock into common. At September 30, 2014, 634 shares of preferred stock are outstanding that may be converted into 634 shares of common stock.  At September 30, 2014, convertible notes are outstanding that may be converted into 77,766,800 shares of common stock.

Income Taxes – The Company has no deferred taxes arising from temporary differences between income for financial reporting and for income tax purposes. At September 30, 2014, the Company has a net operating loss carry forward of approximately $200,000 that expires if unused through 2031. The Company’s utilization of any net operating loss carry forward may be unlikely as a result of its intended development stage activities.  A deferred tax asset in the amount of $40,000 is fully offset by a valuation allowance in the same amount.  The change in the valuation allowance was $5,700 and $9,000 for the nine months ended September 30, 2014 and 2013, respectively.

The Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, on January 1, 2007.  As a result of the implementation of Interpretation 48, the Company recognized approximately no increase in the liability for unrecognized tax benefits.

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PMI Construction Group

(A Development Stage Enterprise)

Notes to Unaudited Financial Statements

September 30, 2014

Note 3: Going Concern

The Company’s financial statements have been prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not generated any revenue since entering the development stage and is currently dependent on its officers/directors (“Executive”) to provide a source of future operating capital. The Company is also dependent on the Executive serving in his capacities without compensation.  The Company assumes that the Executive will continue to provide operating capital to the Company or find other individuals or entities to provide such capital. No assurance can be given that future sources of the capital will be available. A change in these circumstances would have a material adverse effect on the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 4: Capital Stock

Convertible Preferred Stock – The Company has 634 shares of convertible preferred stock issued and outstanding with the following preferences: a) these shares are convertible into 634 shares of common stock at any time and shall be converted into common stock upon the death of the registered owner; and, b) each preferred share is entitled to twenty votes on any matter voted upon by the common stockholders.

Preferred Stock and Common Stock – The Company’s Board of Directors is expressly granted the authority to issue without stockholder action, the authorized shares of the Company’s preferred and common stock. The Board of Directors may determine the powers, preferences, limitations, and relative rights of any class of common or preferred stock before the issuance thereof.

Note 5: Related Party Transactions

Note and accrued interest payable are as follows:

a. Effective September 1, 2006, a stockholder of the Company paid the Company’s accounts payable in the amount of $10,317 and entered into an unsecured note payable with the Company. The terms of the note require repayment on January 31, 2008, bearing interest at 8% per annum. The stockholder has verbally agreed not to pursue the collection of the note and accrued interest in the amount of $6,675, until such time as the Company has sufficient capital to repay this amount. Total due is $16,992 at September 30, 2014.

b. Commencing in August 2007, the Company’s former sole officer and director has from time to time entered into unsecured demand notes bearing interest at 10% per annum which, at September 30, 2014 totaled $55,000 in principal and $33,446 in interest.  Effective July 1, 2011, the former sole officer assigned 100% of the right, title and interest of this unsecured demand note to Banyan Investment Company.

c. During the six months ending June 30, 2014 The Company entered into an additional unsecured note for $38,500 with an entity controlled by the Company’s CEO.  Of this amount, $13,500 was received in 2014 and the remaining $25,000 was received in increments during 2013.  The note bears interest at 7.5% and shall be repaid in full at the earlier of two years from the date hereof, or the merger, reorganization or acquisition between the Company and another corporation or entity that has operations, through a lump sum payment of interest and principal.  Accrued interest on this note at September 30, 2014 was $3,720.

8

PMI Construction Group

(A Development Stage Enterprise)

Notes to Unaudited Financial Statements (continued)

September 30, 2014

Convertible note payable and accrued interest are as follows:

a. During 2010, the Company entered into an unsecured convertible note for $25,000 bearing interest at 7.5% with the Company’s CFO.  The note shall be repaid in full at the earlier of five years from the date hereof, or the merger, reorganization or acquisition between the Company and another corporation or entity that has operations, through a lump sum payment of interest and principal.  The principal and interest on the note may be converted into shares of common stock at the rate of one share for each $0.001 share of principal and accrued but unpaid interest of the note.

b. On June 27, 2011, the Company entered into an additional unsecured convertible note for $25,000 with the Company’s CFO.  The note bears interest at7.5% and shall be repaid in full at the earlier of five years from the date hereof, or the merger, reorganization or acquisition between the Company and another corporation or entity that has operations, through a lump sum payment of interest and principal.  The principal and interest on the note may be converted into shares of common stock at the rate of one share for each $0.001 share of principal and accrued but unpaid interest of the note.

c. On July 31, 2012, The Company entered into an additional unsecured convertible note for $10,000 with the Company’s CEO.  The note bears interest at 7.5% and shall be repaid in full at the earlier of five years from the date hereof, or the merger, reorganization or acquisition between the Company and another corporation or entity that has operations, through a lump sum payment of interest and principal.  The principal and interest on the note may be converted into shares of common stock at the rate of one share for each $0.001 share of principal and accrued but unpaid interest of the note.

On April 1, 2014, the Company entered into a new agreement which consolidated all of the convertible notes into one.  The consolidated note bears interest at the rate of 7.5 % and shall be repaid in full on demand or the merger, reorganization or acquisition between the Company and another corporation or entity that has operations, through a lump sum payment of interest and principal.

On July 9, 2014, the Company entered into an unsecured note for $3,080 with an entity controlled by the Company’s CEO.  The note bears interest at 7.5% and shall be repaid in full on demand, or the merger, reorganization or acquisition between the Company and another corporation or entity that has operations, through a lump sum payment of interest and principal.  

Accrued interest expense for all convertible notes during the nine months ended September 30, 2014 and December 31, 2013 was $20,185 and $16,149, respectively.

Note 6: Subsequent Events

On October 16, 2014, the Company completed a private placement offering, pursuant to which the Company raised a total of $60,000 through the sale of 12,000,000 shares of restricted common stock of the Company at a purchase price of $0.005 per share.

The Company has evaluated all other subsequent events from the balance sheet date through the date the financials were issued, and has determined there are no events that would require disclosure herein.

9

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

Special Note Regarding Forward-Looking Statements

This periodic report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the Plan of Operations provided below, including information regarding the Company’s financial condition, results of operations, business strategies, operating efficiencies or synergies, competitive positions, growth opportunities, and the plans and objectives of management. The statements made as part of the Plan of Operations that are not historical facts are hereby identified as "forward-looking statements."

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the unaudited Financial Statements and accompanying notes.  Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from these estimates under different assumptions or conditions.  The Company believes there have been no significant changes during the three and nine month periods ended September 30, 2014, to the items disclosed as significant accounting policies in management’s Notes to the Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

Corporate History

PMI Construction Group, a Nevada corporation, (the “Company”) terminated its subsidiary operations and has engaged in no business since the termination of such operations. During February 2004, a change of control of the Company occurred and since that time the Company has been looking for a business opportunity.  The Company was originally incorporated on November 11, 1980 in the State of Utah under the name Bullhead Exploration, Inc.  On January 31, 1994, Bullhead Exploration, Inc. changed its domicile to Delaware and its name to Intrazone, Inc.  In February 1997, the Company changed its state of domicile to Nevada through the merger of the Company with a wholly-owned subsidiary created for the purpose of effectuating a change of domicile and subsequently changed its name to PMI Construction Group.  The Company was originally incorporated to seek investment opportunities in the oil and gas industries.  On August 15, 2014, another change of control of the Company occurred again when the Company approved and acknowledged a Stock Purchase Agreement, entered into by and between certain shareholders of the Company, as Sellers, and Kung Fu Dragon Group Holdings Limited, a British Virgin Islands corporation, and NobleCorp Asset Management Ltd., a Labuan corporation, as Buyers, pursuant to which the Buyers purchased from the Sellers a total of 15,623,146 shares of common stock in the Company as well as three outstanding Company Promissory Notes.

Plan of Operations

Overview:

The Company has not received any revenue from operations in each of the last two fiscal years and is considered a development stage enterprise. The Company’s current operations have consisted of taking such action as management believes necessary to prepare to seek an acquisition or merger with an operating entity. The Company’s former officer and director, who is a stockholder of the Company, has financed the Company's current operations, which have consisted primarily of maintaining in good standing the Company's corporate status, in fulfilling its filing requirements with the Securities and Exchange Commission, including the audit of its financial statements, and in changing the marketplace of its securities.

10

The financial statements contained in this interim report have been prepared assuming that the Company will continue as a going concern. The Company is not engaged in any revenue producing activities and has not established any source of revenue other than described herein. These factors raise substantial doubt that the Company will be able to continue as a going concern even though management believes that sufficient funding is available to meet its operating needs during the next twelve months. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Risks associated with the plan of operations:

In its search for a business opportunity, management anticipates that the Company will incur additional costs for legal and accounting fees to locate and complete a merger or acquisition.  As previously discussed, the Company does not have any revenue producing activities whereby it can meet the financial requirements of seeking a business opportunity. There can be no assurance that the Company will receive any benefits from the efforts of management to locate a business opportunity.

The Company does not propose to restrict its search for a business opportunity to any particular industry or geographical area and may, therefore, attempt to acquire any business in any industry. The Company has unrestricted discretion in seeking and participating in a business opportunity, subject to the availability of such opportunities, economic conditions, and other factors. Consequently, if and when a business opportunity is selected, such business opportunity may not be in an industry that is following general business trends.

The selection of a business opportunity in which to participate is complex and risky. Additionally, the Company has only limited resources and this fact may make it more difficult to find any such opportunities. There can be no assurance that the Company will be able to identify and acquire any business opportunity which will ultimately prove to be beneficial to the Company and its stockholders. The Company will select any potential business opportunity based on management's business judgment. The Company may acquire or participate in a business opportunity based on the decision of management that potentially could act without the consent, vote, or approval of the Company's stockholders.

Since its inception, the Company has not generated any revenue and it is unlikely that any revenue will be generated until such time as the Company locates a business opportunity to acquire or with which it can merge. However, the Company is not restricting its search to those business opportunities that have profitable operations. Even though a business opportunity may be acquired that has revenues or gross income, there is no assurance that profitable operations or net income will result therefrom. Consequently, even though the Company may be successful in acquiring a business opportunity, such acquisition does not assume that a profitable business opportunity is being acquired or that stockholders will benefit through an increase in the market price of the Company's Common Stock.

The acquisition of a business opportunity, no matter what form it may take, will almost assuredly result in substantial dilution for the Company's current stockholders. Inasmuch as the Company only has its equity securities (its Common Stock and Preferred Stock) as a source to provide consideration for the acquisition of a business opportunity, the Company's issuance of a substantial portion of its authorized Common Stock is the most likely method for the Company to consummate an acquisition. The issuance of any shares of the Company's Common Stock will dilute the ownership percentage that current stockholders have in the Company.

The Company does not intend to employ anyone in the future, unless its present business operations were to change. At the present time, management does not believe it is necessary for the Company to have an administrative office and utilizes the mailing address of the Company's president for business correspondence. The Company intends to reimburse management for any out of pocket costs other than those associated with maintaining the Company’s business address.

Liquidity and Capital Resources

As of September 30, 2014, the Company had negative $237,922 in working capital with $0 in assets and liabilities of $237,922.  If the Company cannot find a new business, it will have to seek additional capital either through the sale of its shares of Common Stock or through a loan from its officer, stockholders or others. The Company has only incidental ongoing expenses primarily associated with maintaining its corporate status and professional fees associated with accounting and legal costs.

11

Management anticipates that the Company will incur more costs including legal and accounting fees to locate and complete a merger or acquisition.  At the present time the Company does not have the assets to meet these financial requirements. Additionally, the Company does not have substantial assets to entice potential business opportunities to enter into transactions with the Company.

It is unlikely that any revenue will be generated until the Company locates a business opportunity that it may acquire or with which it may merge.  Management of the Company will be investigating various business opportunities.  These efforts may result in the Company incurring out of pocket expenses for its management and expenses associated with legal and accounting costs.  There can be no guarantee that the Company will receive any benefits from the efforts of management to locate business opportunities.

 If and when the Company locates a business opportunity, management of the Company will give consideration to the dollar amount of that entity's profitable operations and the adequacy of its working capital in determining the terms and conditions under which the Company would consummate such an acquisition.  Potential business opportunities, no matter which form they may take, will most likely result in substantial dilution for the Company's stockholders as it has only limited capital and no operations.

Results of Operations

For the three and nine months ended September 30, 2014, the Company had a net loss of $13,791 and $37,644, respectively, compared to a loss for the three and nine months ended September 30, 2013, of $9,187 and $30,742. For the three months ended September 30, 2014, the Company has general and administrative expenses of $10,080 which were all professional fees. The Company does not anticipate any trading revenue until it locates a new business opportunity.

Off-balance sheet arrangements

The Company does not have any off-balance sheet arrangements and it is not anticipated that the Company will enter into any off-balance sheet arrangements.

Forward-looking Statements

The Private Securities Litigation Reform Act of 1995 (the “Act”) provides a safe harbor for forward-looking statements made by or on behalf of our Company. Our Company and our representatives may from time to time make written or oral statements that are “forward-looking,” including statements contained in this quarterly Report and other filings with the Securities and Exchange Commission and in reports to our Company’s stockholders. Management believes that all statements that express expectations and projections with respect to future matters, as well as from developments beyond our Company’s control including changes in global economic conditions are forward-looking statements within the meaning of the Act. These statements are made on the basis of management’s views and assumptions, as of the time the statements are made, regarding future events and business performance. There can be no assurance, however, that management’s expectations will necessarily come to pass. Factors that may affect forward- looking statements include a wide range of factors that could materially affect future developments and performance, including the following:

Changes in Company-wide strategies, which may result in changes in the types or mix of businesses in which our Company is involved or chooses to invest; changes in U.S., global or regional economic conditions, changes in U.S. and global financial and equity markets, including significant interest rate fluctuations, which may impede our Company’s access to, or increase the cost of, external financing for our operations and investments; increased competitive pressures, both domestically and internationally, legal and regulatory developments, such as regulatory actions affecting environmental activities, the imposition by foreign countries of trade restrictions and changes in international tax laws or currency controls; adverse weather conditions or natural disasters, such as hurricanes and earthquakes, labor disputes, which may lead to increased costs or disruption of operations.

12

This list of factors that may affect future performance and the accuracy of forward-looking statements is illustrative, but by no means exhaustive. Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

NA-Smaller Reporting Company

Item 4.  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our president and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our president and principal financial officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our president and principal financial officer, as appropriate to allow timely decisions regarding disclosure.

Changes in internal control over financial reporting

There was no change in the Company's internal control over financial reporting during the period ended September 30, 2014, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.  Legal Proceedings

           None

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

Recent Sales of Unregistered Securities

We have not sold for cash any restricted securities during the nine months ended September 30, 2014.

Use of Proceeds of Registered Securities

None; not applicable.

Purchases of Equity Securities by Us and Affiliated Purchasers

During the nine months ended September 30, 2014, we have not purchased any equity securities nor have any officers or directors of the Company.

13

ITEM 3.  Defaults Upon Senior Securities

We are not aware of any defaults upon senior securities. We have several notes payable to entities controlled by our current majority shareholder. Demand for payment of these notes have not been made and we have received a verbal assurance from our majority shareholder that such demand will not be forthcoming in the near future.  All parties, as of September 30, 2014, have verbally agreed not to pursue collection of the notes and accrued interest.

ITEM 4.  Mine Safety Disclosure

NA – The Company is not engaged in mining activities.

ITEM 5.  Other Information.

None

ITEM 6.  Exhibits

a) Index of Exhibits:

Exhibit Table #	Title of Document	Location
3 (i)	Articles of Incorporation	Incorporated by reference*
3 (i)	Amended Articles of Incorporation	Incorporated by reference*
3 (i)	Amended Articles of Incorporation	Incorporated by reference*
3 (ii)	Bylaws	Incorporated by reference*
4	Specimen Stock Certificate	Incorporated by reference*
11	Computation of loss per share	Notes to financial statements
31	Rule 13a-14(a)/15d-14a(a) Certification – CEO & CFO	This filing
32	Section 1350 Certification – CEO & CFO	This filing
101.INS	XBRL Instance**
101.XSD	XBRL Schema**
101.CAL	XBRL Calculation**
101.DEF	XBRL Definition**
101.LAB	XBRL Label**
101.PRE	XBRL Presentation**

* Incorporated by reference from the Company's registration statement on Form 10-SB filed with the Commission, SEC File No. 000-52790.

**XBRL information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and is not subject to liability under those sections, is not part of any registration statement or prospectus to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document.

14

SIGNATURES

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

PMI Construction Group

(Registrant)

Dated: December 22, 2014                                                                        By: /s/ Liu Yongming Lona

     Liu Yongming Lona

     Chief Executive Officer

     Principal Financial Officer

     Director

15

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Liu Yongming, certify that:

1. I have reviewed this Form 10-Q of PMI Construction Group;

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

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

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

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

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  December 22, 2014

/s/  Liu Yongming, Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Liu Yongming, certify that:

1. I have reviewed this Form 10-Q of PMI Construction Group;

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

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

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

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

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  December 22, 2014

/s/  Liu Yongming, Chief Financial Officer

EX-32.1

Exhibit 32.1

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

In connection with the Quarterly Report of PMI Construction Group. (the "Company") on Form 10-Q for the period ended September 30, 2014  (the “Report”), I, Liu Yongming, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1) The Report fully complies with the requirement of Section 13(a) or 15 (d) of the Securities Exchange Act of 1934; and

2) The information contained in the Report fairly presents, in all material respects, the Company's financial position and results of operations.

Date:  December 22, 2014

/s/ Liu Yongming

Chief Executive Officer

EX-32.2

Exhibit 32.2

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

In connection with the Quarterly Report of PMI Construction Group (the “Company”) on Form 10-Q for the period ended September 30, 2014 (the “Report”), I, Liu Yongming, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1) The Report fully complies with the requirement of Section 13(a) or 15 (d) of the Securities Exchange Act of 1934; and

2) The information contained in the Report fairly presents, in all material respects, the Company's financial position and results of operations.

Date:  December 22, 2014

/s/ Liu Yongming

Chief Financial Officer

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Note 4: Capital Stock

9 Months Ended

Sep. 30, 2014

Notes

Note 4: Capital Stock

Note 4: Capital Stock

Convertible Preferred Stock – The Company has 634 shares of convertible preferred stock issued and outstanding with the following preferences: a) these shares are convertible into 634 shares of common stock at any time and shall be converted into common stock upon the death of the registered owner; and, b) each preferred share is entitled to twenty votes on any matter voted upon by the common stockholders.

Preferred Stock and Common Stock – The Company’s Board of Directors is expressly granted the authority to issue without stockholder action, the authorized shares of the Company’s preferred and common stock. The Board of Directors may determine the powers, preferences, limitations, and relative rights of any class of common or preferred stock before the issuance thereof.

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Note 3: Going Concern

9 Months Ended

Sep. 30, 2014

Notes

Note 3: Going Concern

Note 3: Going Concern

The Company’s financial statements have been prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not generated any revenue since entering the development stage and is currently dependent on its officers/directors (“Executive”) to provide a source of future operating capital. The Company is also dependent on the Executive serving in his capacities without compensation.  The Company assumes that the Executive will continue to provide operating capital to the Company or find other individuals or entities to provide such capital. No assurance can be given that future sources of the capital will be available. A change in these circumstances would have a material adverse effect on the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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Balance Sheets (USD $)	Sep. 30, 2014	Dec. 31, 2013
Current Assets:
Cash		$ 1,227
Total Assets		1,227
Current Liabilities:
Cash deficit
Accounts payable	7,000	1,145
Notes and accrued interest payable - related parties	150,790	127,275
Convertible Notes and accrued interest payable - related parties	80,132	76,149
Total Current Liabilities	237,922	204,569
Stockholders' Equity (Deficit)
Convertible preferred stock, $0.001 par value, 5,000,000 shares authorized, 634 shares issued and outstanding	1	1
Common stock, $0.001 par value, 95,000,000 shares authorized, 17,300,709 shares issued and outstanding	17,301	17,301
Additional paid in capital	3,063
Retained deficit	(5,064)	(5,064)
Deficit accumulated during the development stage	(253,223)	(215,580)
Total Stockholders' Equity (Deficit)	(237,922)	(203,342)
Total Liabilities and Stockholders' Equity (Deficit)		$ 1,227

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Note 1: Basis of Presentation

9 Months Ended

Sep. 30, 2014

Notes

Note 1: Basis of Presentation

Note 1: Basis of Presentation

The accompanying unaudited financial statements of PMI Construction Group (the “Company”) 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 thereto for the year ended December 31, 2013 included in the Company’s Form 10-K report.

These unaudited 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 nine months ended September 30, 2014, are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.

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Note 2: Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2014

Notes

Note 2: Summary of Significant Accounting Policies

Note 2: Summary of Significant Accounting Policies

Organization – The Company was incorporated under the laws of the State of Utah on November 11, 1980 as Bullhead Exploration, Inc. On February 19, 1997 the Company changed its name and its corporate domicile was changed to the state of Nevada. The Company was a party to a Settlement and Release Agreement filed in the United States District Court for the District of Utah, Central Division, having an agreed effective date of February 17, 2004, which resulted in a change of control of the Company in August 2004.

On August 15, 2014, the Company approved and acknowledged a Stock Purchase Agreement, entered into by and between certain shareholders of the Company, as Sellers, and Kung Fu Dragon Group Holdings Limited, a British Virgin Islands corporation, and NobleCorp Asset Management Ltd., a Labuan corporation, as Buyers, pursuant to which the Buyers purchased from the Sellers a total of 15,623,146 shares of common stock in the Company as well as three outstanding Company Promissory Notes.  The transaction resulted in a change of control of the Company.The amount of consideration was an aggregate of U.S. $400,000.

After the change of control, Kung Fu Dragon owns 12,498,517 shares which represented approximately 72% of the Company’s issued and outstanding common stock, and NobleCorp owns 3,124,629 shares which represented approximately 18% of the Company’s issued and outstanding common stock. Mr. Wen Zhiguang, a Chinese citizen, owns 51% of the equity of of Kung Fu Dragon and Ms. Lona Liu, a Chinese citizen, owns 49% of the equity of Kung Fu Dragon.   Mr Eddy Kok owns 100% of the issued and outstanding common stock of NobleCorp.

 In addition, Kung Fu Dragon purchased three outstanding Promissory Notes of the Company from the holders of those Notes.   The Notes have an aggregate unpaid principal balance of $161,316.89, and two of the Notes, which have an aggregate unpaid principal of balance of $80,132.00, are convertible into shares of common stock of the Registrant at a price of $0.001 per share.

In conjunction with the change of control, on August 15, 2014, Mr. Jeffery Peterson resigned as the President, Chief Executive Officer and Chief Financial Officer of the Company and Ms Liu Yongming Lona was appointed as both a director of the Company, and as the Company’s President, Chief Executive Officer and Chief Financial Officer.0

On September 15, 2014, Jeffrey Peterson resigned as a director of the Company and the Board of Directors appointed Mr Wen Zhiguang, Mr Kok Seng Yeap, Mr Qiu Shijun,  Mr Li Jianhong, and Mr Tan Kok Beng as directors of the Company.

Since the settlement in August 2004 and up to the date of this Report, the Company has obtained loans and issued its common stock for cash, to finance its endeavors in seeking a new business venture. The Company has not generated any revenue since 2004 and is considered a development stage enterprise as defined in ASC Topic 915.

Quasi Reorganization – The Company sold substantially all of its assets during 2000 and remained dormant up to the date of this Report. In accordance with ASC Topic 915, the Company became a development stage enterprise at that time when the stockholders of the Company approved a quasi reorganization effective as of January 1, 2004. The quasi reorganization provided for a readjustment of the Company’s capital accounts and resulted in its retained deficit from prior operations being offset against its paid-in capital account in the amount of $1,928,775 and the remaining deficit of $5,064 continues to be reflected as a retained deficit. The Company also created a new equity account entitled “Deficit Accumulated During the Development Stage” and the results of operations have since been recorded in that account. No other accounts were affected by this readjustment and the Company’s accounting is substantially similar to that of a new enterprise.

Use of Estimates – The accompanying unaudited financial statements are prepared in conformity with accounting principles generally accepted in the United States of America and require that Management make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. The use of estimates and assumptions may also affect the reported amounts of expenses. Actual results could differ from those estimates or assumptions.

Net Loss and Fully Diluted Loss per Share of Common Stock – The loss per share of common stock is computed by dividing the net loss during the periods presented by the weighted average number of shares outstanding during those same periods. The diluted loss per share of common stock is computed by dividing the net loss during the periods presented by the weighted average number of shares outstanding and the potential number of shares that could be outstanding during the entire period presented as a result of the conversion of preferred stock into common. At September 30, 2014, 634 shares of preferred stock are outstanding that may be converted into 634 shares of common stock.  At September 30, 2014, convertible notes are outstanding that may be converted into 77,766,800 shares of common stock.

Income Taxes – The Company has no deferred taxes arising from temporary differences between income for financial reporting and for income tax purposes. At September 30, 2014, the Company has a net operating loss carry forward of approximately $200,000 that expires if unused through 2031. The Company’s utilization of any net operating loss carry forward may be unlikely as a result of its intended development stage activities.  A deferred tax asset in the amount of $40,000 is fully offset by a valuation allowance in the same amount.  The change in the valuation allowance was $5,700 and $9,000 for the nine months ended September 30, 2014 and 2013, respectively.

The Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, on January 1, 2007.  As a result of the implementation of Interpretation 48, the Company recognized approximately no increase in the liability for unrecognized tax benefits.

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Balance Sheets (Parenthetical) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Statement of Financial Position
Common Stock, par or stated value	$ 0.001	$ 0.001
Common Stock, shares authorized	95,000,000	95,000,000
Common Stock, shares issued	17,300,709	17,300,709
Common Stock, shares outstanding	17,300,709	17,300,709
Preferred Stock, par or stated value	$ 0.001	$ 0.001
Preferred Stock, shares authorized	5,000,000	5,000,000
Preferred Stock, shares issued	634	634
Preferred Stock, shares outstanding	634	634

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Note 4: Capital Stock (Details)	9 Months Ended
	Sep. 30, 2014	Dec. 31, 2013
Details
Preferred Stock, shares outstanding	634	634
Convertible Preferred Stock, preferences	a) these shares are convertible into 634 shares of common stock at any time and shall be converted into common stock upon the death of the registered owner; and, b) each preferred share is entitled to twenty votes on any matter voted upon by the common stockholders.

XML

Document and Entity Information	9 Months Ended
	Sep. 30, 2014
Document and Entity Information:
Entity Registrant Name	PMI Construction Group
Document Type	10-Q
Document Period End Date	Sep. 30, 2014
Amendment Flag	false
Entity Central Index Key	0001408300
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding	17,300,709
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q3
Date of Incorporation	Nov. 11, 1980

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Note 5: Related Party Transactions (Details) (USD $)	3 Months Ended		9 Months Ended		127 Months Ended	12 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Dec. 31, 2013	Aug. 15, 2014	Sep. 01, 2006	Aug. 01, 2007	Dec. 31, 2010	Jun. 27, 2011	Jul. 31, 2012	Apr. 02, 2014	Jul. 09, 2014
Unsecured convertible note, conversion price							$ 0.001
Interest expense - related party	$ 3,711	$ 3,611	$ 10,919	$ 10,251	$ 65,816
Unsecured Note Payable
Debt instrument, face amount								10,317
Interest rate								8.00%
Interest Payable, Current	6,675		6,675		6,675
Long-term Debt, Gross	16,992		16,992		16,992
Unsecured Demand Note Payable 1
Debt instrument, face amount									55,000
Interest rate									10.00%
Interest Payable, Current	33,446		33,446		33,446
Unsecured Note Payable 2
Debt instrument, face amount	38,500		38,500		38,500
Interest rate	7.50%		7.50%		7.50%
Interest Payable, Current	3,720		3,720		3,720
Notes payable to related parties			13,500			25,000
Unsecured Convertible Note Payable 2
Debt instrument, face amount										25,000
Interest rate										7.50%
Unsecured convertible note, conversion price										$ 0.001
Unsecured Convertible Note Payable 3
Debt instrument, face amount											25,000
Interest rate											7.50%
Unsecured convertible note, conversion price											$ 0.001
Unsecured Convertible Note Payable 4
Debt instrument, face amount												10,000
Interest rate												7.50%
Unsecured convertible note, conversion price												$ 0.001
Unsecured Convertible Note Payable 5
Interest rate													7.50%
Unsecured Convertible Note Payable 6
Debt instrument, face amount														3,080
Interest rate														7.50%
Convertible Notes (aggregate)
Interest expense - related party			$ 20,185			$ 16,149

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Statements of Operations (Unaudited) (USD $)	3 Months Ended		9 Months Ended		127 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014
Income Statement
Revenue
Operating expenses:
General and administrative	10,080	5,576	26,725	20,491	187,407
Total operating expenses	10,080	5,576	26,725	20,491	187,407
Loss from operations	(10,080)	(5,576)	(26,725)	(20,491)	(187,407)
Expenses
Interest expense	(3,711)	(3,611)	(10,919)	(10,251)	(65,816)
Total expenses	(3,711)	(3,611)	(10,919)	(10,251)	(65,816)
Net Loss	$ (13,791)	$ (9,187)	$ (37,644)	$ (30,742)	$ (253,223)
Net loss per share of common stock	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Net Loss fully diluted share of common stock	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Weighted average number of common shares	17,300,709	17,300,709	17,300,709	17,300,709
Weighted average number of fully diluted common shares	17,300,709	17,300,709	17,300,709	17,300,709

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Note 2: Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2014

Policies

Quasi Reorganization

Quasi Reorganization – The Company sold substantially all of its assets during 2000 and remained dormant up to the date of this Report. In accordance with ASC Topic 915, the Company became a development stage enterprise at that time when the stockholders of the Company approved a quasi reorganization effective as of January 1, 2004. The quasi reorganization provided for a readjustment of the Company’s capital accounts and resulted in its retained deficit from prior operations being offset against its paid-in capital account in the amount of $1,928,775 and the remaining deficit of $5,064 continues to be reflected as a retained deficit. The Company also created a new equity account entitled “Deficit Accumulated During the Development Stage” and the results of operations have since been recorded in that account. No other accounts were affected by this readjustment and the Company’s accounting is substantially similar to that of a new enterprise.

Use of Estimates

Use of Estimates – The accompanying unaudited financial statements are prepared in conformity with accounting principles generally accepted in the United States of America and require that Management make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. The use of estimates and assumptions may also affect the reported amounts of expenses. Actual results could differ from those estimates or assumptions.

Net Loss and Fully Diluted Loss Per Share of Common Stock

Net Loss and Fully Diluted Loss per Share of Common Stock – The loss per share of common stock is computed by dividing the net loss during the periods presented by the weighted average number of shares outstanding during those same periods. The diluted loss per share of common stock is computed by dividing the net loss during the periods presented by the weighted average number of shares outstanding and the potential number of shares that could be outstanding during the entire period presented as a result of the conversion of preferred stock into common. At September 30, 2014, 634 shares of preferred stock are outstanding that may be converted into 634 shares of common stock.  At September 30, 2014, convertible notes are outstanding that may be converted into 77,766,800 shares of common stock.

Income Taxes

Income Taxes – The Company has no deferred taxes arising from temporary differences between income for financial reporting and for income tax purposes. At September 30, 2014, the Company has a net operating loss carry forward of approximately $200,000 that expires if unused through 2031. The Company’s utilization of any net operating loss carry forward may be unlikely as a result of its intended development stage activities.  A deferred tax asset in the amount of $40,000 is fully offset by a valuation allowance in the same amount.  The change in the valuation allowance was $5,700 and $9,000 for the nine months ended September 30, 2014 and 2013, respectively.

The Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, on January 1, 2007.  As a result of the implementation of Interpretation 48, the Company recognized approximately no increase in the liability for unrecognized tax benefits.

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Note 6: Subsequent Events

9 Months Ended

Sep. 30, 2014

Notes

Note 6: Subsequent Events

Note 6: Subsequent Events

On October 16, 2014, the Company completed a private placement offering, pursuant to which the Company raised a total of $60,000 through the sale of 12,000,000 shares of restricted common stock of the Company at a purchase price of $0.005 per share.

The Company has evaluated all other subsequent events from the balance sheet date through the date the financials were issued, and has determined there are no events that would require disclosure herein.

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Note 6: Subsequent Events (Details) (Subsequent Event, USD $)	1 Months Ended
	Oct. 31, 2014
Proceeds from Issuance of Common Stock	$ 60,000
Common Stock
Stock Issued, Shares, Issued for Cash	12,000,000
Equity Issuance, Per Share Amount	$ 0.005

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Note 2: Summary of Significant Accounting Policies: Net Loss and Fully Diluted Loss Per Share of Common Stock (Details)	9 Months Ended
	Sep. 30, 2014	Dec. 31, 2013
Preferred Stock, shares outstanding	634	634
Common Stock
Debt Instrument, Convertible, Number of Equity Instruments	77,766,800
Convertible Preferred Stock
Preferred Stock, shares outstanding	634
Convertible Preferred Stock | Common Stock
Common stock convertible from preferred	634

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Note 2: Summary of Significant Accounting Policies (Details) (USD $)	9 Months Ended
	Sep. 30, 2014	Aug. 15, 2014	Dec. 31, 2013
Date of Incorporation	Nov. 11, 1980
Stock purchase agreement, shares acquired	15,623,146
Stock purchase agreement, consideration value	$ 400,000
Common Stock, shares outstanding	17,300,709		17,300,709
Notes Payable		161,316.89
Convertible Notes Payable		$ 80,132.00
Unsecured convertible note, conversion price		$ 0.001
Kung Fu Dragon
Common Stock, shares outstanding		12,498,517
Equity ownership percentage		72.00%
Kung Fu Dragon | Wen Zhiguang
Equity ownership percentage		51.00%
Kung Fu Dragon | Lona Liu
Equity ownership percentage		49.00%
NobleCorp
Common Stock, shares outstanding		3,124,629
Equity ownership percentage		18.00%
NobleCorp | Eddy Kok
Equity ownership percentage		100.00%

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Note 2: Summary of Significant Accounting Policies: Quasi Reorganization (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013	Jan. 01, 2004
Details
Adjustement against paid-in capital account			$ 1,928,775
Retained deficit	$ 5,064	$ 5,064	$ 5,064

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Note 2: Summary of Significant Accounting Policies: Income Taxes (Details) (USD $)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Details
Net operating loss carry forward	$ 200,000
Operating Loss Carryforwards, Expiration Date	Dec. 31, 2031
Deferred tax asset	40,000
Change in valuation allowance	$ 5,700	$ 9,000

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Statements of Cash Flows (Unaudited) (USD $)	9 Months Ended		127 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014
Cash flows from operating activities:
Net Loss	$ (37,644)	$ (30,742)	$ (253,223)
Conversion of interest payable to common stock			312
Increase (decrease) in cash deficit			1,113
Increase (decrease) in accounts payable	8,918	1,750	8,067
Increase (decrease) in interest payable to related Parties	10,919	10,250	64,134
Net cash used in operating activities	(17,807)	(18,742)	(179,597)
Cash flows from financing activities:
Conversion of interest payable to note payable			1,200
Notes payable to related parties	16,580	20,000	178,397
Net cash provided by financing activities	16,580	20,000	179,597
Net change in cash	(1,227)	1,258
Cash, beginning of period	1,227	1,813
Cash, end of period		3,071
Supplemental disclosure of cash flow information:
Cash paid during the period for: Income taxes
Cash paid during the period for: Interest
Non-cash financing activity:
Conversion of interest payable to notes payable			1,200
Additional paid-in capital	$ 3,063		$ 3,063

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Note 5: Related Party Transactions

9 Months Ended

Sep. 30, 2014

Notes

Note 5: Related Party Transactions

Note 5: Related Party Transactions

Note and accrued interest payable are as follows:

a. Effective September 1, 2006, a stockholder of the Company paid the Company’s accounts payable in the amount of $10,317 and entered into an unsecured note payable with the Company. The terms of the note require repayment on January 31, 2008, bearing interest at 8% per annum. The stockholder has verbally agreed not to pursue the collection of the note and accrued interest in the amount of $6,675, until such time as the Company has sufficient capital to repay this amount. Total due is $16,992 at September 30, 2014.

b. Commencing in August 2007, the Company’s former sole officer and director has from time to time entered into unsecured demand notes bearing interest at 10% per annum which, at September 30, 2014 totaled $55,000 in principal and $33,446 in interest.  Effective July 1, 2011, the former sole officer assigned 100% of the right, title and interest of this unsecured demand note to Banyan Investment Company.

c. During the six months ending June 30, 2014 The Company entered into an additional unsecured note for $38,500 with an entity controlled by the Company’s CEO.  Of this amount, $13,500 was received in 2014 and the remaining $25,000 was received in increments during 2013.  The note bears interest at 7.5% and shall be repaid in full at the earlier of two years from the date hereof, or the merger, reorganization or acquisition between the Company and another corporation or entity that has operations, through a lump sum payment of interest and principal.  Accrued interest on this note at September 30, 2014 was $3,720.

Convertible note payable and accrued interest are as follows:

a. During 2010, the Company entered into an unsecured convertible note for $25,000 bearing interest at 7.5% with the Company’s CFO.  The note shall be repaid in full at the earlier of five years from the date hereof, or the merger, reorganization or acquisition between the Company and another corporation or entity that has operations, through a lump sum payment of interest and principal.  The principal and interest on the note may be converted into shares of common stock at the rate of one share for each $0.001 share of principal and accrued but unpaid interest of the note.

b. On June 27, 2011, the Company entered into an additional unsecured convertible note for $25,000 with the Company’s CFO.  The note bears interest at 7.5% and shall be repaid in full at the earlier of five years from the date hereof, or the merger, reorganization or acquisition between the Company and another corporation or entity that has operations, through a lump sum payment of interest and principal.  The principal and interest on the note may be converted into shares of common stock at the rate of one share for each $0.001 share of principal and accrued but unpaid interest of the note.

c. On July 31, 2012, The Company entered into an additional unsecured convertible note for $10,000 with the Company’s CEO.  The note bears interest at 7.5% and shall be repaid in full at the earlier of five years from the date hereof, or the merger, reorganization or acquisition between the Company and another corporation or entity that has operations, through a lump sum payment of interest and principal.  The principal and interest on the note may be converted into shares of common stock at the rate of one share for each $0.001 share of principal and accrued but unpaid interest of the note.

On April 1, 2014, the Company entered into a new agreement which consolidated all of the convertible notes into one.  The consolidated note bears interest at the rate of 7.5% and shall be repaid in full on demand or the merger, reorganization or acquisition between the Company and another corporation or entity that has operations, through a lump sum payment of interest and principal.

On July 9, 2014, the Company entered into an unsecured note for $3,080 with an entity controlled by the Company’s CEO.  The note bears interest at 7.5% and shall be repaid in full on demand, or the merger, reorganization or acquisition between the Company and another corporation or entity that has operations, through a lump sum payment of interest and principal.  

Accrued interest expense for all convertible notes during the nine months ended September 30, 2014 and December 31, 2013 was $20,185 and $16,149, respectively.