Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 10-K

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or

Commission File Number: 333-182761

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CHINA DE XIAO QUAN CARE GROUP CO., LTD

(Exact name of registrant as specified in its charter)

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86-1370164788

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(g) of the Act:

_________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☐    No  ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ☐    No  ☒

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).    Yes  ☒    No  ☐

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.    Yes  ☐    No  ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter was $200,000.

As of April 17, 2023, there were 30,000,000 shares outstanding of the registrant’s common stock.

TABLE OF CONTENTS

PART I

(a) Business Development

 The Company was organized under the laws of the State of Nevada on March 8, 2012, under Gankit Corporation. The Company was development stage company as an e-commerce business focused on selling a diverse set of products through its website Gankit.com.

On May 12, 2014, the control block of stock, 20,000,000 shares of restricted common stock were purchased resulting in a change of control. The Company then ceased to operate its e-commerce website and abandoned that business model, and re-focused on the development, branding, and distribution of non-flame smoking devices. The Company changed its name at this time to Nhale, Inc.

Business operations for Nhale Inc. was abandoned by former management and a custodianship action, as described in the subsequent paragraph, was commenced in 2020. The Company filed its last 10-Q in 2016, this financial report included liabilities and debts. As of the date of this filing, these liabilities and debts have not been addressed.

On November 24. 2020, the Eighth District Court of Clark County, Nevada granted the Application for Appointment of Custodian as a result of the absence of a functioning board of directors and the revocation of the Company’s charter. The order appointed Small Cap Compliance, LLC (“SCC”, the “Custodian”) custodian with the right to appoint officers and directors, negotiate and compromise debt, execute contracts, issue stock, and authorize new classes of stock. Rhonda Keaveney is the sole member and control person for Small Cap Compliance, LLC.

The court awarded custodianship to SCC based on the absence of a functioning board of directors, revocation of the company’s charter, and abandonment of the business. At this time, Rhonda Keaveney was appointed sole officer and director.

Upon appointment as the Custodian of CDXQ and under its duties stipulated by the Nevada court, SCC took initiative to organize the business of the issuer. As Custodian, the duties were to conduct daily business, hold shareholder meetings, appoint officers and directors, reinstate the company with the Nevada Secretary of State. SCC also had authority to enter into contracts and find a suitable merger candidate. SCC was compensated for its role as custodian in the amount of 500,000 shares of Convertible Series A Preferred Stock. SCC did not receive any additional compensation, in the form of cash or stock, for custodian services. The custodianship was discharged on April 7 2021.

On January 20, 2021, SCC entered into a Stock Purchase Agreement with Bridgeview Capital Partners, LLC, whereby Bridgeview Capital Partners, LLC purchased 500,000 shares of Convertible Series A Preferred Stock for $37,000. These shares represent the controlling block of stock. Ms. Keaveney resigned her position of sole officer and director and appointed Michael Dobbs as as CEO, Treasurer, Secretary, and Director of the Company.

Bridgeview Capital Partners, LLC is controlled by Michael Dobbs and Sean Lanci.

Bridgeview Capital Partners, LLC entered into a Stock Purchas Agreement with Yang Chong Yi whereby Yang Chong Yi purchased 500,000 shares of Convertible Series A Preferred Stock. Michael Dobbs resigned as sole officer and director and appointed Yang Chong Yi as its CEO, Treasurer, Secretary, and Director of the Company.

Nhale, Inc. filed an amendment to its Articles of Incorporation and changed its name to China De Xiao Quan Care Group Co., LTD on Sept. 22, 2022, trading symbol CDXQ.

Since October of 2022, the Company’s operations consist of a research and development, branding and distribution of non-flame smoking devices, along with computer software development, sales and service for the brand, and elder care services, development, and management.

The Company implemented a new business model in 2022, statements made relating to our business plan are forward looking statements and we have limited history of performance.

The analysis will be undertaken by or under the supervision of our management. In our continued efforts to implement our business plan, we intend to consider the following factors:

In applying the foregoing criteria, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Due to our limited capital available for investigation, we may not discover or adequately evaluate adverse facts about the opportunity to be acquired. Additionally, we will be competing against other entities that may have greater financial, technical, and managerial capabilities for identifying and completing our business plan.

We are unable to predict when we will, if ever, be profitable. We anticipate that business opportunities would be made available to us through personal contacts of our directors, officers and principal stockholders, professional advisors, broker-dealers, venture capitalists, members of the financial community and others who may present unsolicited proposals. In certain cases, we may agree to pay a finder’s fee or to otherwise compensate the persons who introduce the Company to business opportunities in which we participate.

We expect that our due diligence will encompass, among other things, meetings with incumbent management of the target business and inspection of its facilities, as necessary, as well as a review of financial and other information, which is made available to the Company. This due diligence review will be conducted either by our management or by third parties we may engage. We anticipate that we may rely on the issuance of our common stock in lieu of cash payments for services or expenses related to any analysis.

We may incur time and costs required to select and evaluate our business structure and complete our business plan, which cannot presently be determined with any degree of certainty. Any costs incurred with respect to the indemnification and evaluation of a prospective business that is not ultimately completed may result in a loss to the Company. These fees may include legal costs, accounting costs, finder’s fees, consultant’s fees and other related expenses. We have no present arrangements for any of these types of fees.

As of the time of this filing, the Company is in the business of research and development, branding and distribution of non-flame smoking devices, along with computer software development, sales and service for the brand, and elder care services, development, and management.

Our elderly care system incorporates integrated control of community elderly care; standardization of home elderly care services; traceable tracking of financial income and expenditure; big data monitoring of health management; big data support of user portrait; convenient and barrier-free operation mode.

On March 15, 2023, there was a change in control. Chongyi Yang sold the control block of Preferred A Stock to the persons as follows:

Chunsheng Qin purchased 475,000 shares

Yangtenglie Quin purchased 15,000 shares

Fugui Xie purchased 10,000 shares

The purchase price was $285,000 and Chunsheng Qin became the majority shareholder of CDXQ.

On March 27, 2023, China De Xiao Quan Care Group Co., Ltd. (“CDXQ”) entered into a Non-Binding Letter of Intent (the “LOI”) in which the Company would acquire all of the issued and outstanding securities of China Care Holding Group Inc., a Cayman corporation (“China Care”). Mr. Chunsheng Qin is the sole owner of China De Ziao Quan Care Group Co., Ltd.

The LOI contemplates the acquisition of China Care, by CDXQ. China Care, which owns and operates Jiangsu De Xiao Quan Technology Group, a pioneer in elderly caring industry, combining new generation of cloud intelligence with human-focused management. The company has self-developed an intelligent caring system based on big data analysis and artificial intelligence, strengthening better care and tracking management for the elderly. The LOI was entered into following arm’s length negotiations.

The LOI proposes that CDXQ would acquire 51% of the issued and outstanding stock of China Care in exchange for the newly issued CDXQ stock issuance to the shareholders of 70 million shares of newly issued unregistered shares of common stock, par value $0.0001 per share, with no expiration date on the conversion.

Completion of the transaction is subject to, among other matters, the completion of due diligence, the negotiation of a definitive agreement providing for the transaction and employment agreements, satisfaction of the conditions negotiated therein and approval of the transaction by CDXQ’s board of directors, and all applicable state and federal law. No assurance can be given that the parties will be able to negotiate and execute a definitive agreement or that the transactions herein contemplated will close. CDXQ will file notice of such agreement with the Securities and Exchange Commission on form 8-K when and if any such agreement is reached.

On March 31, 2023, Chongyi Yang resigned his position of officer and director and appointed Chunsheng Qin as President, CEO, Treasurer, Secretary and Director.

Our Industry

In 2021, 18.9% of China's population was over the age of 60, around 267.36 million people. And there are 20.56 million of the population over the age of 65, accounting for 14.2 per cent. This means that there were 2.37 working-aged persons for every one retired person. In 2050, the ratio is expected to drastically drop to 1.82 working persons for every one retired person. Furthermore, currently, 180 million Chinese seniors suffer from chronic diseases, and over 15 million are facing dementia such as Alzheimer's disease. The current care system is unable to sustain these drastic demographic and economic shifts.

To address this issue, the government is looking to increase private capital and investments in the industry, hoping to provide seniors with better quality and more accessible services and options.

Under China's 14th Five Year Plan (2021-2025), the development of an efficient long-term care (LTC) system is a government priority. The plan specifies major goals and tasks for the five years, including expanding the supply of elderly care services, improving the health support mechanism for the elderly, and advancing the innovative and integrated development of service models.

It lists nine major indicators, such as the number of elderly care beds of the ratio of nursing care beds in elderly care institutions, to mobilize society to actively respond to population ageing. China will step up institutional innovation and boost policy support and financial investment to enable the elderly to share in China's development achievements. Moreover, it is stated that China would also plan to establish about 10 industrial parks dedicated to the silver economy and build a string of cities into models.

Competition

China De Xiao Quan Care Group Co., Ltd is in direct competition within our industry with entities that possess significantly greater experience and resources. Moreover, the Company also competes with numerous other companies similar to it for such opportunities. We believe that acquiring China Care Holding Group Inc., will greatly increase our competitive edge in the elder care services industry.

Effect of Existing or Probable Governmental Regulations on the Business

We are subject to the Exchange Act and the Sarbanes-Oxley Act of 2002. Under the Exchange Act, and are required to file with the SEC annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. The Sarbanes-Oxley Act creates a strong and independent accounting oversight board to oversee the conduct of auditors of public companies and to strengthen auditor independence. It also (1) requires steps be taken to enhance the direct responsibility of senior members of management for financial reporting and for the quality of financial disclosures made by public companies; (2) establishes clear statutory rules to limit, and to expose to public view, possible conflicts of interest affecting securities analysts; (3) creates guidelines for audit committee members’ appointment, and compensation and oversight of the work of public companies’ auditors; (4) prohibits certain insider trading during pension fund blackout periods; and (5) establishes a federal crime of securities fraud, among other provisions.

We are also subject to Section 14(a) of the Exchange Act, which requires all companies with securities registered pursuant to Section 12(g) of the Exchange Act to comply with the rules and regulations of the SEC regarding proxy solicitations, as outlined in Regulation 14A. Matters submitted to our stockholders at a special or annual meeting thereof or pursuant to a written consent will require us to provide our stockholders with the information outlined in Schedules 14A or 14C of Regulation 14A. Preliminary copies of this information must be submitted to the SEC at least 10 days prior to the date that definitive copies of this information are provided to our stockholders.

Employees

The Company had 1 officer during this reporting period. Dr. Chongyi Yang serves as Chief Executive Officer, Treasurer, and Secretary. Mr. Yang resigned on March 31, 2023 and appointed Chunsheng Qin as sole officer and director.

Management of the Company expects to use consultants, attorneys and accountants as necessary, and it is not expected that the Company will have any full-time or other employees, except as may be the result of completing a transaction.

Intellectual Property

As of the date of this report, we do not own any patents, trademarks, licenses, franchises, concessions, and royalty agreements, or other intellectual property contracts.

Available Information

Our Periodic Reports including Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other reports, and amendments to those reports, and other forms that we file with or furnish to the Securities and Exchange Commission (SEC) are available to review on the SEC’s EDGAR website.

Corporate Governance

In accordance with and pursuant to relevant related rules and regulations of the SEC, the Board of Directors of the Company has established and periodically update our corporate governance guide, which is applicable to all directors, officers and employees of the Company. We have not yet established an audit committee of our board of directors.

Not applicable to a smaller reporting company.

None

We do not own any property but rent office space.

There are not any material pending legal proceedings to which the Registrant is a party or as to which any of its property is subject, and no such proceedings are known to the Registrant to be threatened or contemplated against it.

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PART II

(a) Market information.

Our Common Stock is not trading on any stock exchange. It is listed, but not quoted, OTC Markets under the symbol CDXQ and there is no established public trading market for the class of common equity.

Holders

(b) Holders.

As of March 31, 2022, there are approximately 4 holders of an aggregate of 30,000,000 shares of our Common Stock issued and outstanding.

(c) Dividends.

We have not declared any cash dividends on our Common Stock since our inception and do not anticipate paying such dividends in the foreseeable future. We plan to retain any future earnings for use in our business. Any decisions as to future payments of dividends will depend on our earnings and financial position and such other facts, as the Board of Directors deems relevant.

(d) Securities authorized for issuance under equity compensation plans.

We have not adopted an equity compensation plan and no securities have been authorized or reserved for issuance under any equity compensation plan.

Description of Securities

The following description is a summary of the material terms of the provisions of our Articles of Incorporation and Bylaws. The Articles of Incorporation and Bylaws have been filed with the SEC as exhibits to our registration statement on Form 10.

Common Stock

We are authorized to issue 100,000,000 shares of Common Stock with $0.0001 par value per share. As of our fiscal year ended December 31, 2022, there were 30,000,000 shares of Common Stock issued and outstanding.

Each share of Common Stock entitles the holder to one vote, either in person or by proxy, at meetings of stockholders. Accordingly, the holders of our Common Stock who hold, in the aggregate, more than fifty percent of the total voting rights can elect all of our directors and, in such event, the holders of the remaining minority shares will not be able to elect any of such directors. The vote of the holders of a majority of the issued and outstanding shares of Common Stock entitled to vote thereon is sufficient to authorize, affirm, ratify or consent to such act or action, except as otherwise provided by law.

Holders of Common Stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of funds legally available. We have not paid any dividends since our inception, and we presently anticipate that all earnings, if any, will be retained for development of our business. Any future disposition of dividends will be at the discretion of our Board of Directors and will depend upon, among other things, our future earnings, operating and financial condition, capital requirements, and other factors.

Holders of our Common Stock have no preemptive rights or other subscription rights, conversion rights, redemption or sinking fund provisions. Upon our liquidation, dissolution or windup, the holders of our Common Stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities. There are not any provisions in our Articles of Incorporation or our Bylaws that would prevent or delay change in our control.

Our stock transfer agent is Securities Transfer Corporation., located at 2901 N. Dallas Parkway, Suite 380, Plano, TX 75093.

Preferred Stock

Our Articles of Incorporation, as amended, authorizes the issuances of up to 1,000,000 shares of Preferred Stock with the following designations, rights and preferences:

One (1) share of the as Convertible Series A Preferred Stock shall be converted into one thousand (1,000) shares of common stock of the Corporation and entitled to one thousand (1,000) votes of common stock for every one (1) share of as Convertible Series A Preferred Stock owned. The holders of the Convertible Series A Preferred Stock shall not be entitled to receive dividends.

From time to time its Board of Directors may amend the Preferred class of stock. Accordingly, our Board of Directors is empowered, without stockholder approval, to issue Preferred Stock with dividend, liquidation, conversion, voting, or other rights, which could adversely affect the voting power or, other rights of the holders of the Common Stock. In the event of issuance, the Preferred Stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company.

At this time there are 1,000,000 shares of Preferred Stock authorized as Convertible Series A Preferred Stock and 500,000 are issued and outstanding.

Promissory Notes

During 2013 - 2016 the Company borrowed an aggregate amount of $1,240,000 through 24 promissory notes maturing various within 2015 to 2018. As at December 31, 2022 and 2021, there were 23 promissory notes with an aggregated amount of $1,190,000 in default.

For debts in default taken out in Nevada, the statutes of limitations on debt collection for written contracts are 6 years. The Company engages an attorney, who issued an opinion of debt forgiveness on April 13, 2023 to clear out the debts in default more than six years in accordance with the law of State of Nevada above. Based on the attorney letter, for all the notes payable in default for more than 6 years as of December 31, 2022 and subsequent as of April 12, 2023, the Company recognized gain on debt forgiveness totaling $1,418,208 and 1,004,444, respectively. As of December 31, 2022 and 2021, the Company held $590,000 and $1,190,000 notes payable with $851,300 and $1,388,558 accrued interest outstanding, respectively.

Weighted average interest rate of default was 12.0%-25.0% for the years ended December 31, 2022 and 2021. The Company accrued interest expenses of $280,950 and $280,950 for the years of 2022 and 2021, respectively.

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INTRODUCTION

This section provides management’s discussion of the financial condition, changes in financial condition and results of operations of China De Xiao Quan Care Group Co., Ltd. with specific information on results of operations and liquidity and capital resources. It includes management’s interpretation of our financial results, the factors affecting these results, the major factors expected to affect future operating results and future investment and financing plans. This discussion should be read in conjunction with our consolidated financial statements and notes thereto.

Cautionary Statement for the Purposes of the Safe Harbor under the Private Securities Litigation Reform Act of 1995

The statements contained in this Annual Report on Form 10-K may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact included in this Report are forward-looking statements made in good faith by us and are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. When used in this Report, or any other of our documents or oral presentations, the words “anticipate”, “believe”, “estimate”, “expect”, “forecast”, “goal”, “intend”, “objective”, “plan”, “projection”, “seek”, “strategy” or similar words are intended to identify forward-looking statements. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the statements relating to our strategy, operations, markets, services, and other factors all of which are difficult to predict and many of which are beyond our control. Accordingly, while we believe these forward-looking statements to be reasonable, there can be no assurance that they will approximate actual experience or that the expectations derived from them will be realized. Further, we undertake no obligation to update or revise any of our forward-looking statements whether as a result of new information, future events or otherwise.

Results of Operations for China De Xiao Quan Care Group Co., LTD — Comparison of the Years ended December 31, 2022 and 2021

Revenue

We had no revenues from operations during either 2022 or 2021.

Selling and General & Administrative Expense

Selling and General & Administrative Expenses were $0 for the year ended December 31, 2022, compared to $0 for the year ended December 31, 2021, an decrease of $0.

Other Income(expense)

Other Income was 1,137,258, a net of gain on debt forgiveness of 1,418,208 and interest expense of 280,950 for the year ended December 31, 2022, compared to an expense of 370,950 for the year ended December 31, 2021.

During the year ended December 31, 2022, we incurred $0 in non-cash stock compensation expense from the issuance of Common Stock for payment of debt on behalf of the company. During year ended December 31, 2021, there were $90,000 in non-cash compensation expense from the issuance of Preferred A Stock for payment of debt on behalf of the company.

Net Profit/Loss

We had a net profit of $1,137,258 for the year ended December 31, 2022, compared to a net loss of $370,950 for the year ended December 31, 2021.

Liquidity and Capital Resources

As of December 31, 2022, we had $0 of cash, $1,930,344 in liabilities, and an accumulated deficit of $2,133,594. We used zero of cash in operations for the year ended December 31,2022 and received net proceeds from financing of $0.

The financial statements accompanying this Report have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of our business. As reflected in the accompanying financial statements, we have not yet generated any revenue, had a net profit of $1,137,258 and have an accumulated stockholders’ deficit of $2,133,594 as of December 31, 2022. These factors raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional funds and implement our business plan. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

As of December 31, 2022, we were not subject to any market or interest rate risk.

This information appears following Item 15 of this Report and is included herein by reference.

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Management’s Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective at the reasonable assurance level.

Management’s Report on Internal Control over Financial Reporting

Our management, with the participation of our principal executive officer and principal financial officer, is responsible for establishing and maintaining adequate internal control over our financial reporting. Our internal control system was designed to provide reasonable assurance to management regarding the preparation and fair presentation of published financial statements.

Our management, consisting of our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, misstatements, errors, and instances of fraud, if any, within our company have been or will be prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based in part on 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. Projections of any evaluation of controls effectiveness to future periods are subject to risks that internal controls may become inadequate as a result of changes in conditions, or through the deterioration of the degree of compliance with policies or procedures.

Changes in Internal Control over Financial Reporting

There was no change in the Company’s internal control over financial reporting that occurred during the year ended December 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 

Management's Assessment Regarding Internal Control Over Financial Reporting

At the end of the period covered by this Annual Report on Form 10-K, an evaluation was carried out under the supervision of and with the participation of our management, including the Principal Executive Officer and the Principal Financial Officer of the effectiveness of the design and operations of our disclosure controls and procedures (as defined in Rule 13a – 15(e) and Rule 15d – 15(e) under the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and the Principal Financial Officer have concluded that our disclosure controls and procedures were not effective in ensuring that: (i) information required to be disclosed by the Company in reports that it files or submits to the Securities and Exchange Commission under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.

Disclosure controls and procedures were not effective due primarily to a material weakness in the segregation of duties in the Company’s internal control of financial reporting as discussed below.

Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company (including its consolidated subsidiaries) and all related information appearing in our Annual Report on Form 10-K. Our internal control over financial reporting is designed 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

Management conducted an evaluation of the design and operation of our internal control over financial reporting as of the end of the period covered by this report, based on the criteria in a framework developed by the Company’s management pursuant to and in compliance with the criteria established. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, walkthroughs of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, management has concluded that our internal control over financial reporting was not effective, because management identified a material weakness in the Company’s internal control over financial reporting related to the segregation of duties as described below.

While the Company does adhere to internal controls and processes that were designed, it is difficult with a very limited staff to maintain appropriate segregation of duties in the initiating and recording of transactions, thereby creating a segregation of duties weakness. Due to: (i) the significance of segregation of duties to the preparation of reliable financial statements; (ii) the significance of potential misstatement that could have resulted due to the deficient controls; and (iii) the absence of sufficient other mitigating controls, we determined that this control deficiency resulted in more than a remote likelihood that a material misstatement or lack of disclosure within the annual or interim financial statements may not be prevented or detected.

Management’s Remediation Initiatives

Management has evaluated, and continues to evaluate, avenues for mitigating our internal controls weaknesses, but mitigating controls to completely mitigate internal control weaknesses have been deemed to be impractical and prohibitively costly, due to the size of our organization at the current time. Management expects to continue to use reasonable care in following and seeking improvements to effective internal control processes that have been and continue to be in use at the Company.

Changes in internal controls over financial reporting

There were no changes in the Company’s internal control over financial reporting that occurred prior to the Company’s most recent financial quarter that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART III

Our Officers and directors and additional information concerning them are as follows:

 Officer Bios

Dr. Yang Chong Yi, Chief Executive Officer to 3/31/2023

Dr. Yang Chong Yi is experienced in both governmental and private sectors, specializing in investment banking, and merger and acquisitions. Dr. Yang has held the following positions:

Dr. Yang also has experience consulting businesses in preparation for IPOs on listings on NASDAQ in addition to consulting commercial complex projects in the cities of New York and Los Angeles.

Dr. Yang Chong Yi is the author of “Winning at Quitting” and “The Economics of Popularity” and Visiting Professor at Shanghai Lixin Institute of Finance and Accounting, a Distinguished Research Institution at the Economic Development Research Center of the Shanghai Municipal Government. Lastly, Dr. Yang is Executive Secretary of the Financial and Economic Committee (Shanghai) of the US-China International Chamber of Commerce.

Qin Chunsheng, Current Chief Executive Officer

Qin Chunsheng, was born on April 15, 1958 in Nanjing, Jiangsu Province, China. He has worked as a farmer and a soldier in many fields and has rich economic work experience. He is good at planning and organizing large-scale economic activities, and has many unique modes and techniques for the operation of large-scale projects. Qin Chunsheng is the chairman of the Health and Elderly Care Professional Committee of the China Population and Culture Promotion Association. He is also an EMBA from Lincoln University in the United States and a graduate student of leading figures in the elderly care industry at Peking University in China.

The "Dexiaoquan Intelligent Elderly Care Platform" created by Qin Chunsheng has been recognized by the national brand power, promoted by the Ministry of Commerce as a trustworthy enterprise, and won the top ten innovation leaders in the 2020 brand power (elderly care industry), the 2021 China Excellent Private Entrepreneurs, the 2021 China Business Model Innovation Award, the most influential leading brand for public satisfaction in elderly care services in China, model enterprise for intelligent health elderly care, 2022 Brand influence, and Top 10 innovative brands for smart health and elderly care; In 2023, he was awarded the top ten ingenious figures for intelligent elderly care.

Qin Chunsheng is the founder of China Dexiaoquan Health Care Group Co., Ltd., and the chairman and CEO of the board of directors. He has developed more than 200 software works and patent certificates for the management system of elderly care institutions. He is a pioneer in the elderly care industry, an organizer of market resources, a leader in model innovation, a defender of transaction rules, and a guardian of market order, promoting the elderly care industry in China to a new era.

For each of the fiscal years ended December 31, 2022, and 2021 there was no direct compensation awarded to, earned by, or paid by us to any of our executive officers.

(a) Security ownership of certain beneficial owners.

The following table sets forth, as of December 31, 2022, the number of shares of common stock owned of record and beneficially by our executive officer, director and persons who beneficially own more than 5% of the outstanding shares of our common stock.

N/A

Simon & Edward, LLP served as the Company’s independent auditor for the year ended December 31, 2022.

BFBorgers CPA PC (“BFB”) served as the Company’s independent auditor for the year ended December 31, 2021.

The following table presents fees billed for professional audit services rendered by Simon & Edward, LLP in connection with its audits of the Company’s annual financial statements for the year ended December 31, 2022. The fees billed to the CHJI by Simon & Edward, LLP and BFB during 2021 were the following:

As used in the table above, the following terms have the meanings set forth below.

Audit Fees

The fees for professional services rendered in connection with the audit of the Company’s annual financial statements, for the review of the financial statements included in our Quarterly Reports on Form 10 and for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements.

Audit-Related Fees

The fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements.

Tax Fees

The fees for professional services rendered for tax compliance, tax advice and tax planning.

All Other Fees

The fees for products and services provided, other than for the services reported under the headings “Audit Fees,” “Audit Related Fees” and “Tax Fees.” The Company has adopted a policy regarding the services of its independent auditors under which our independent accounting firm is not allowed to perform any service which may have the effect of jeopardizing the registered public accountant’s independence. Without limiting the foregoing, the independent accounting firm shall not be retained to perform the following:

PART IV

N/A

CHINA DE XIAO QUAN CARE GROUP CO., LTD

CONSOLIDATED FINANCIAL STATEMENTS

(Audited)

Report of Independent Registered Public Accounting Firm

Shareholders and Board of Directors

China De Xiao Quan Care Group Co., LTD

New York, NY

Opinion on the Financial Statements

We have audited the accompanying balance sheets of China De xiao Quan Care Group Co., LTD. (the “Company”) as of December 31, 2022 and 2021, the related statements of operations, stockholders’ deficit, and cash flows for each of the years then ended, 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 at December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt About the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 3 to the financial statements, the Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

Basis for Opinion

These 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 PCAOB.

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

Our 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.

Critical Audit Matter

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/Simon & Edward, LLP

We have served as the Company's auditor since 2022.

Rowland Heights, CA

April 17, 2023

 2485

CHINA DE XIAO QUAN CARE GROUP CO., LTD

BALANCE SHEETS

The accompanying notes are an integral part of these financial statements

CHINA DE XIAO QUAN CARE GROUP CO., LTD

STATEMENTS OF OPERATIONS

The accompanying notes are an integral part of these financial statements

CHINA DE XIAO QUAN CARE GROUP CO., LTD

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

The accompanying notes are an integral part of these financial statements

CHINA DE XIAO QUAN CARE GROUP CO., LTD

STATEMENTS OF CASH FLOWS

The accompanying notes are an integral part of these financial statements

CHINA DE XIAO QUAN CARE GROUP CO., LTD

Notes to Financial Statements

SIGNATURES

Pursuant 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.

Date:  April 17, 2023

Exhibit 5.1

April 13, 2023

China De Xiao Quan Care Group Co., Ltd

42 Mott Street, Floor

New York, NY10013

Atten: Dr. Yang, Cong Yi

Re:  Cancellation of Indebtedness Due to Statute of Limitations

Dr. Yang, Chong Yi:

We are furnishing you this opinion at the request of China De Xiao Quan Care Group., Ltd. (the “Issuer” or, the “Company”) in connection with the fair presentation of the financial condition of the Issuer: specifically, whether certain indebtedness in the total amount of $2,422,652 (the “Debt”) should continue to be reflected as due and payable by the Issuer.

We have assumed and relied upon the following additional information in rendering our opinion:

In connection with this opinion, we have reviewed applicable federal and state laws, rules and regulations and have made such investigations and examined such documents and material related to the Company as we have deemed necessary and appropriate under the circumstances.

Our review has been limited to reports filed with the SEC in compliance with the Securities Exchange Act of 1934, as amended, and with representations made by the management of the Company, without having independently verified such factual matters.

The documents that we have reviewed included, but are not limited to, the Most Recent Filing and all other documents and disclosures posted on the SEC and OTC Markets websites, as well as a review of the draft financials reviewed by the auditors of the Company, as of the date of this letter.

In our examination, we have assumed and have not verified, (i) the genuineness of all signatures, (ii) the authenticity of all documents submitted to us as originals, if any (iii) the conformity with the originals of all documents supplied to us as copies, and (iv) the accuracy and completeness of all corporate records and documents and of all certificates and statements of fact given or made available to us by the Company.

State of the Law

The statute of limitations for the collection of promissory notes in Nevada is found in Section 104.3118 of the Nevada Revised Statutes. This Section provides that a debt payable at a specific time must be commenced within six years after the due date. An action to collect a note payable on demand must be commenced within six years after the demand, or when there have been no payments of principal or interest for a continuous period of six years. With the limited exception noted below for demand notes, there is a 6-year statute of limitations for the collection of a corporate debt issued in the State of Nevada. As explained below, the determination of when the limitations period begins depends on whether the debt is evidenced by a promissory note or by another written contract. The debts reflected in the Most Recent Filing do not indicate the terms of the loan. Even if it is assumed that the loan constituted demand obligations, the demand obligation was entered into more than six years prior to the date of this letter.

In addition, under NRS 11.200, Computation of time, the time in NRS 11.190 shall be deemed to date from the last transaction or the last item charged or last credit given; and whenever any payment on principal or interest has been or shall be made upon an existing contract, whether it be a bill of exchange, promissory note or other evidence of indebtedness if such payment be made after the same shall have become due, the limitation shall commence from the time the last payment was made. No payments of principal or interest have been paid by the Company on these promissory notes for over six years.

Facts and Legal Opinion

The Company has stated that the promissory notes set forth above and identified on the balance sheet that constitutes the Debt was entered into in excess of six years ago. Since that time there have been no collection efforts by the holders of the notes, or any party.

Under Section 104.3118 of the Nevada Revised Statutes, the statute of limitations for collection of these debts against the Company is six years after the date of the instrument. The above-listed obligation was entered into more than six years prior to the date of this letter. As a result of this fact, and the assumptions made in this letter, we are of the opinion that the holder of the above-referenced notes may not legally bring and action for collection of the instruments against the Company. As a result, we conclude that fair presentation of the financial statements of the Company would require removal of the debt associated with the Debt.

As to matters of fact, we have relied upon information obtained from public officials, officers of the Company, and/or other sources, and I represent that all such sources were believed to be reliable. We have relied upon the Company’s assurances concerning the lack of payment, settlement discussions or collection activities on the Debt since the date of this letter.

We have made no independent attempt to verify facts as provided to me and set forth herein and this opinion is limited to and conditioned upon, the facts as stated herein.

We are qualified to practice law in the States of California and we express no opinion as to the laws of any jurisdictions except for those of the State of Nevada and the United States of America referred to herein.

This opinion letter and the opinions it contains shall be interpreted in accordance with the Legal Opinion Principles issued by the Committee on Legal Opinions of the American Bar Association's Business Law Section as published in 53 Business Lawyer 831 (May 1998).

Our opinions set forth in this letter are based upon the facts in existence and laws in effect on the date hereof and we expressly disclaim any obligation to update our opinions herein, regardless of whether changes in such facts or laws come to our attention after the delivery hereof.

This opinion is limited to the matters set forth herein. No opinion may be inferred or implied beyond the matters expressly contained herein. This opinion is rendered solely for your benefit and no other person or entity, other than your successors and assignees, shall be entitled to rely on any matter set forth herein without the express written consent of the undersigned.

Very truly yours,

William B. Barnett

Exhibit 10.1

China De Xiao Quan Care Group Co., Ltd Unanimous Written Consent Of Board of Directors

In Lieu of Special Meeting

The undersigned, being the Board of Directors of China De Xiao Quan Care Group Co., Ltd, a Nevada Corporation (the "Corporation"), hereby waives the calling or holding of a meeting of the Board of Directors of the Corporation (the "Board"), consents in writing as of this 31st day of March 2023 to the following actions and directs that this unanimous written consent be filed by the Corporation's Secretary with the minutes of proceedings of the Board.

WHEREAS, the Corporation desires to appoint Mr. Chunsheng Qin as its President, CEO, Treasurer, Secretary and Director.

Now therefore,

FURTHER RESOLVED, the Corporation shall accept the appointment of Mr. Chunsheng Qin as its sole officer and director, effective as of March 31st, 2023.

FURTHER RESOLVED, the Corporation shall issue 475,000 shares of Convertible Series A Preferred Stock in the name of Mr. Chunsheng Qin, 15,000 shares of Convertible Series A Preferred Stock in the name of Mr. Yangtengjie Qin and 10,000 shares of Convertible Series A Preferred Stock in the name of Mr. Fugui Xie.

FURTHER RESOLVED, the Board of Directors of the Corporation be and hereby is authorized, empowered and directed to take any and all actions and to execute, deliver and file any and all agreements, instruments and documents as the Board of Directors so acting shall determine to be necessary or appropriate to consummate the transactions contemplated by the foregoing resolution. The taking of such action shall be conclusive evidence that the same was deemed to be necessary or appropriate and was authorized hereby.

IN WITNESS WHEREOF, the undersigned being the Board of Directors of China De Xiao Quan Care Group Co., Ltd. has executed this Consent as of the day and year first written above.

/s/ Chongyi Yang

Chongyi Yang

Exhibit 10.2

RESIGNATION

Board of Directors China De Xiao Quan Care Group Co., Ltd.

Dear Sirs:

Effective immediately, I hereby resign as the CEO, Secretary, Treasurer and Director of China De Xiao Quan Care Group Co., Ltd CDXQ, a Nevada Corporation (the "Corporation").

My Resignation is not due to any disagreement with the Corporation on any matter relating to the Corporation's operations, policies, practices, or otherwise.

Dated: March 31, 2023

/s/ Chongyi Yang

Chongyi Yang

Exhibit 10.3

China De Xiao Quan Care Group Co., Ltd.

Acceptance

The undersigned, Chunsheng Qin, hereby accepts the position of CEO, Secretary, Treasurer and Director of China De Xiao Quan Care Group Co., Ltd., effective immediately.

/s/ Chunsheng Qin

Chunsheng Qin

March 31^st, 2023

Exhibit 10.4

STOCK PURCHASE AGREEMENT FOR CHINA DE XIAO QUAN CARE GROUP CO., LTD. THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of the day of March 15, 2023 by and among Chongyi Yang (the "Seller"), and Fugui Xie (the "Purchaser"). The Seller, and the Purchaser are sometimes referred to as the Party and collectively as the "Parties". RECITALS WHEREAS, Seller owns a total of 500 , 000 shares of Convertible Series A Preferred Stock in China De Xiao Quan Care Group Co . , Ltd . , a Nevada corporation ("CDXQ", the "Company") and wishes to sell 500 , 000 of such shares (the "Shares") . The Shares will be issued as follows: • 10,000 Shares in the name ofFugui Xie WHEREAS, the Purchaser wishes to purchase all of the Shares for a total purchase price of $6,000 USO (the "Purchase Price"). WHEREAS, the Seller proposes to sell the Shares to the Purchaser on the tenns set forth herein and Purchaser wishes to purchase the Shares from the Seller on the terms set forth here.in; IN CONSIDERATION of the promises, representations, warranties, and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. PURCHASE AND SALE AND CLOSING I.I Conditions to Closing . It is agreed that all the funds consisting of $6,000 of the Purchase Price shall be remitted to the Seller and Shares shall be remitted to Purchaser upon closing . See Exhibit A for wire instructions. 1.2 Termination. In the event the sale and purchase of all the Shares pursuant to this Agreement is not completed on or before Jun. 30, 2023, this Agreement shall terminate. 2. REPRESENTATIONS AND WARRANTIES OF THE SELLER 1. The Seller warrants, covenants, and represents to the Purchaser with the intention of inducing the Purchaser to enter into this Agreement that: (a) The Seller represents and warrants that the Shares being sold pursuant to this Agreement represent all of the shares of CDXQ Preferred Stock owned by the Seller.

(b) Immediately prior to and at the Closing, the Seller has the legal right and authority to sell the Shares to the Purchaser and on the Closing Date and Seller shall transfer the Shares to the Purchaser free and clear of liens, encumbrances, pledges, claims, options, charges and assessments of any nature whatsoever, with full right and lawful authority to transfer the Shares to Buyer. No person has any preemptive rights or rights of first refusal with respect to any of the Shares . There exists no voting agreement, voting trust, or outstanding proxy with respect to any of the Shares. There are no outstanding rights, options, warrants, calls, commitments, or any other agreements of any character, whether oral or written, with respect to the Shares. (c) The Shares are not subject to any lien arising in connection with any failure or alleged failure to pay tax . There is no pending, threatened, or proposed audits, assessments or claims from any tax authority for deficiencies, penalties, or interest with respect to Seller that would affect the Shares . (d) Seller shall provide Buyer with true and accurate copies of all corporate books and records relating to the Company in Seller's possession or control . Seller does not have any actual knowledge of any liability or obligation of the Company other than is reflected in said books and records . (e) The Seller represents and warrants that Seller has made no agreements involving any fees of any type that relate to this Agreement and that would involve the Buyer, including but not limited to broker's fee, finder's fees or any similar compensation arrangement . (f) To the knowledge of the Seller, (i) there is no claim, legal action, suit, arbitration, investigation or hearing, notice of claims or other legal, administrative or governmental proceedings pending or, to the knowledge of the Seller, threatened against the Seller or the Company ; and (ii) there is no continuing order, injunction, or decree of any court, arbitrator, or governmental or administrative authority to which the Seller or the Company is a party or to which it or any ofits assets is subject . (g) The Seller has the legal power and authority to execute and deliver this Agreement and all other documents required to be executed and delivered by the Seller hereunder and to consummate the transactions contemplated hereby and this Agreement has been validly executed by the Seller. (h) The Seller, during the past ninety (90) days, has been a ten percent (10%) or greater shareholder or an "affiliate" of CDXQ, as that term is defined in Rule 144 promulgated under the United States Securities Act of 1933, as amended (the "Securities Act"). ...

(i) To the best of Seller' knowledge, information and belief, there are no circumstances that may result in any material adverse effect to CDXQ or the value of the Shares that are now in existence or may hereafter arise. (j) The Seller agrees to execute and deliver such other documents and to perfonn such other acts as shall be necessary to effectuate the purposes of this Agreement. 3. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 3 . 1 The Purchaser represents and warrants to the Seller with the intention ofinducing the Seller to enter into this Agreement that: (a) The Purchaser as the legal power and authority to execute and deliver this Agreement and to consummate the transactions hereby contemplated and this Agreement has been validly executed by the Purchaser. (b) The Purchaser is acquiring the Shares as principal for the Purchaser's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in the Shares. 4. MISCELLANEOUS 1. The parties hereto acknowledge that they have obtained independent legal advice with respect to this Agreement and acknowledge that they fully understand the provisions of this Agreement . 2. Unless otherwise provided, all dollar amounts referred to in this Agreement are in United States Dollars. 3. There are no representations, warranties, collateral agreements, or conditions concerning the subject matter of this Agreement except as herein specified. 4. The notice addresses of the Parties hereto are as follows: · Seller: Chongyi Yang [ ] Purchaser: Fugui Xie [ ] 4 . 5 Any action or proceeding seeking to enforce any provision ot: or based on any right arising out of, this Agreement may be brought against any of the parties in the courts of the State of Nevada located in Clark County, Nevada, and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or

proceeding and waive any objection lo venue laiJ therein . Proce ss in any action or proceeding referred to in the preceding scnlcncc may be se rved on any party anywhere in the world . 6. The rcpres<.·ntation s and warrantie s or the partie s contained in this Agreement shall s urvive the clo si ng of the purcha s e nnd sa le of the Share s and s hall continue in full force and effect for a period of one year. 7. This Agreement may be cxccut1:d in several counterp a rt s, each of which will be deemed to be an original and all of which will together constitute one and the same in s trument. 8. Delivery of an executed copy of this Agreement by electronjc, facsimile trans.mission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement a s oft he date set forth on page one of this Agreement. f Signature pag e lo fol/ow.J i I

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of date written below. "SELLER" Name: Chongyi Yang Date: 131 - .l - 7 - ..). - Ol - 3, "PURCHASER" Name:Fart. M Date:

EXHIBIT A WIRE INSTRUCTIONS Account Name: Bank: Account: ABA: . ' I

Exhibit 10.5

STOCK PURCHASE AGREEMENT FOR CHINA DE XIAO QUAN CARE GROUP CO., LTD. THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of the day of March 15, 2023 by and among Chongyi Yang (the "Seller"), and Chunsbeng Qin (the "Purchaser"). The Seller, and the Purchaser are sometimes referred to as the Party and collectively as the "Parties". RECITALS WHEREAS, Seller owns a total of 500 , 000 shares of Convertible Series A Preferred Stock in China D e Xia o Qua n Care Group Co . , Ltd . , a Nevada corporation ("CDXQ", the "Company") and wishes to sell 500 , 000 of such shares (the "Shares") . The Shares will be issued as follows: • 475,000 Shares in the name of Chunsheng Qin WHEREAS, the Purchaser wishes to purchase all of the Shares for a total purchase price of $285,000 USD (the "Purchase Price"). WHEREAS, the Seller proposes to sell the Shares to the Purchaser on the terms set forth herein and Purchaser wishes to purchase the Shares from the Seller on the terms set forth herein; IN CONS.IDERATION of the promises, representations, warranties, and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. PURCHASE AND SALE AND CLOSING 1. Conditions to Closing. It is agreed that all the funds consisting of $285,000 of the Purchase Price shall be remitted to the Seller and Shares shall be remitted to Purchaser upon closing. See Exhibit A for wire instructions. 2. Termination. In the event the sale and purchase of all the Shares pursuant to this Agreement is not completed on or before Jun. 30, 2023, this Agreement shall terminate. 2. REPRESENTATIONS AND WARRANTIES OF THE SELLER 1. The Seller warrants, covenants, and represents to the Purchaser with the intention of inducmg the Purchaser to enter into th . is Agreement that: (a) The Seller represents and warrants that the Shares being sold pursuant to this Agreement represent all of the shares of CDXQ Preferred Stock owned by the Seller. I

(b) Immediately prior to and at the Closing, the Seller has the legal right and authority to sell the Shares to the Purchaser and on the Closing Date and Seller shall transfer the Shares to the Purchaser fr e and clear of liens, encumbra!'lces, pledges, claims, options, charges and assessments of any nature whatsoever, with full right and lawful authority to transfer the Shares to Buyer. No person has any preemptive rights or rights of first refusal with respect to any of the Shares. There exists no voting agreement, voting trust, or outstanding proxy with respect to any of the Shares. There are no outstanding rights, options, warrants, calls, commitments, or any other agreements of any character, whether oral or written, with respect to the Shares. (c) The Shares are not subject to any lien arising in connection with any failure or alleged failure to pay tax . There is no pending, threatened, or proposed audits, assessments or claims from ny tax authority for deficiencies, penalties, or interest with respect to Seller that would atfect the Shares . (d) Seller shall provide Buyer with true and accurate copies of all corporate books and records relating to the Company in Seller's possession or control . Seller does not have any actual knowledge of any liability or obligation of the Company other than is reflected in said books and records . (e) The Seller represents and warrants that Seller has made no agreements involving any fees of any type that relate to this Agreement and that would involve the Buyer, including but not limited to broker's fee, finder's fees or any similar compensation arrangement . (f) To the knowledge of the Seller, {i) there is no claim, legal action, suit, arbitration, investigation or hearing, notice of claims or other legal, administrative or governmental proceedings pending or, to the knowledge of the Seller, threatened against the Seller or the Company ; and (ii) there is no continuing order, injunction, or decree of any court, arbitrator, or governmental or administrative authority to which the Seller or the Company is a party or to which it or any of its assets is subject . (g) The Seller has the legal power and authority to execute and deliver this Agreement and all other documents required to be executed and delivered by the Seller hereunder and to consummate the transactions contemplated hereby and this Agreement has been validly executed by the Seller. (h) The Seller, during the past ninety (90) days, has been a ten percent {10%) or greater shareholder or an "affiliate" of CDXQ, as that term is defined jn Rule 144 promulgated under the United States Securities Act of 1933, as amended (the "Securities Act"). J.

(i) To the best of Seller' knowledge, infonnation and belief, there are no circumstances that may result in any material adverse effect to CDXQ or the value of the Shares that are now in existence or may hereafter arise. (i) The Seller agrees to execute and deliver such other documents and to perfonn such other acts as shall be necessary to effectuate the purposes of this Agreement. 3. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 3.1 The Purchaser represents and warrants to the Seller with the intention of inducing the Seller to enter into this Agreement that: (a) The Purchaser as the legal power and authority to execute and deliver this Agreement and to consummate the transactions hereby contemplated and this Agreement has been validly executed by the Purchaser. (b) The Purchaser is acquiring the Shares as principal for the Purchaser's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in the Shares. 4. MISCELLANEOUS 1. The parties hereto acknowledge that they have obtained independent legal advice with respect to this Agreement and acknowledge that they fully understand the provisions oflhis Agreement . 2. Unless otherwise provided, all dollar amounts referred to in this Agreement are in United States Dollars. 3. There are no representations, warranties, collateral agreements, or conditions concerning the subject matter of this Agreement except as herein specified. 4. The notice addresses of the Parties hereto are as follows: Seller: Chongyi Yang [ ] Purchaser: Chunsheng Qin [ ] 4.5 Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement may be brought against any of the parties in the courts of the State of Nevada located in Clark County, Nevada, and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or

proceeding and waives any objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world. 6. The representations and warranties of the parties contained in this Agreement shall survive the closing of the purchase and sale of the Shares and shall continue . in full force and effect for a period of one year. 7. This Agreement may be executed in several counterparts, each of which will be deemed to be an original and all of which will together constitute one and the same instrument. 8. Delivery of an executed copy of this Agreement by electronic, facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date set forth on page one of this Agreement. /Signature page to follow.]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of date written below. "SELLER" Date: Bl - 7 - .J.ei.).} - Name: Chunsheng Qin v 1 - :0 o/ t Date: fR (T Yo . j

EXHIBIT A WIRE INSTRUCTIONS Account Name: Bank: Account: ABA:

Exhibit 10.6

STOCK PURCHASE AGREEMENT FOR CHINA DE XIAO QUAN CARE GROUP CO., LTD. THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of the day of March 15, 2023 by and among Chongyi Yang (the "Seller"), and Yangtengjie Qin (the "Purchaser"). The Seller, and the Purchaser are sometimes referred to as the Party and collectively as the "Parties". RECITALS WHEREAS, Seller owns a total of 500 , 000 shares of Convertible Series A Preferred Stock in China De Xiao Quan Care Group Co . , Ltd . , a Nevada corporation ("CDXQ", the "Company") and wishes to sell 500 , 000 of such shares (the "Shares") . The Shares will be issued as follows: • 15,000 Shares in the name ofYangtengjie Qin WHEREAS, the Purchaser wishes to purchase all of the Shares for a total purchase price of $9,000 USD (the "Purchase Price"). WHEREAS, the Seller proposes to sell the Shares to the Purchaser on the terms set forth herein and Purchaser wishes to purchase the Shares from the Seller on the tenns set forth herein; IN CONSIDERATION of the promises, representations, warranties, and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. PURCHASE AND SALE AND CLOSING I.I Conditions to Closing. It is agreed that all the funds consisting of $9,000 of the Purchase Price shall be remitted to the Seller and Shares shall be remitted to Purchaser upon closing. See Exhibit A for wire instructions. 1.2 Tennination. In the event the sale and purchase of all the Shares pursuant to this Agreement is not completed on or before Jun. 30, 2023, this Agreement shall terminate. 2. REPRESENTATIONS AND WARRANTIES OF THE SELLER 2.1 The Seller warrants, covenants, and represents to the Purchaser with the intention of inducing the Purchaser to enter into this Agreement that: (a) The Seller represents and warrants that the Shares being sold pursuant to this Agreement represent all of the shares of CDXQ Preferred Stock owned by the Seller. r' I

(b) Immediately prior to and at the Closing, the Seller has the legal right and authority to sell the Shares to the Purchaser and on the Closing Date and Seller shall transfer the Shares to the Purchaser free and clear of liens, encumbrances, pledges, claims, options, charges and assessments of any nature whatsoever, with full right and lawful authority to transfer the Shares to Buyer . No person has any preemptive rights or rights of first refusal with respect to any of the Shares. There exists no voting agreement, voting trust, or outstanding proxy with respect to any of the Shares. There are no outstanding rights, options, warrants, calls, commitments, or any other agreements of any character, whether oral or written, with respect to the Shares. (c) The Shares are not subject to any lien arising in connection with any failure or alleged failure to pay tax . There is no pending, threatened, or proposed audits, assessments or claims from any tax authority for deficiencies, penalties, or interest with respect to Seller that would affect the Shares . (d) Seller shall provide Buyer with true and accurate copies of all corporate books and records relating to the Company in Seller's possession or control . Seller does not have any actual knowledge of any liability or obligation of the Company other than is reflected in said books and records . (e) The Seller represents and warrants that Seller has made no agreements involving any fees of any type that relate to this Agreement and that would involve the Buyer, including but not limited to broker's fee, finder's fees or any similar compensation arrangement . (f) To the knowledge of the Seller, (i) there is no claim, legal action, suit, arbitration, investigation or hearing, notice of claims or other legal, administrative or governmental proceedings pending or, to the knowledge of the Seller, threatened against the Seller or the Company ; and (ii) there is no continuing order, injunction, or decree of any court, arbitrator, or governmental or administrative authority to which the Seller or the Company is a party or to which it or any of its assets is subject . (g) The Seller has the legal power and authority to execute and deliver this Agreement and all other documents required to be executed and delivered by the Seller hereunder and to consummate the transactions contemplated hereby and this Agreement has been validly executed by the Seller. (h) The Seller, during the past ninety (90) days, has been a ten percent (10%) or greater shareholder or an "affiliate" of CDXQ, as that term is defined in Rule 144 promulgated under the United States Securities Act of 1933, as amended (the "Securities Act").

(i) To the best of Seller' knowledge, infonnation and belief, there are no circumstances that may result in any material adverse effect to CDXQ or the value of the Shares that are now in existence or may hereafter arise. (j) The Seller agrees to execute and deliver such other documents and to perfonn such other acts as shall be necessary to effectuate the purposes of this Agreement. 3. REPRESENTATJONS AND WARRANTIES OF THE PURCHASER 3.1 The Purchaser represents and warrants to the Seller with the intention of inducing the Seller to enter into this Agreement that: (a) The Purchaser as the legal power and authority to execute and deliver this Agreement and to consummate the transactions hereby contemplated and this Agreement has been validly executed by the Purchaser. (b) The Purchaser is acquiring the Shares as principal for the Purchaser's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in the Shares. 4. MISCELLANEOUS 1. The parties hereto acknowledge that they have obtained independent legal advice with respect to this Agreement and acknowledge that they fully understand the provisions of this Agreement . 2. Unless otherwise provided, all dollar amounts referred to in this Agreement are in United States Dollars. 3. There are no representations, warranties, collateral agreements, or conditions concerning the subject matter of this Agreement except as herein specified. 4. The notice addresses of the Parties hereto are as follows: Seller: Chongyi Yang [ ] Purchaser: Yangtengjie Qin [ ] 4.5 Any action or proceeding seeking to enforce any provision ot: or based on any right arising out of, this Agreement may be brought against any of the parties in the courts of the State of Nevada located in Clark County, Nevada, and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or .

proceeding and waives any objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world. 6. The representations and warranties of the parties contained in this Agreement shall survive the closing of the purchase and sale of the Shares and shall continue in full force and effect for a period of one year. 7. This Agreement may be executed in several counterparts, each of which will be deemed to be an original and all of which will together constitute one and the same instrument. 8. Delivery of an executed copy of this Agreement by electronic, facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date set forth on page one of this Agreement. [Signature page to follow.]

IN WITNESS WHEREOF, tho parties hereto have executed this Agreement as of date written below. ..SELLER" Name: Chongyi Yang Date: 131 - 7 . ) . . - .> - e> J - p "PURCHASER" Name: ngtengjie Qin Date: _ 3 2 - 7 _ 2. - ol.j ·IJ . . ·l f .. l ) ' . j; t r , ,, ;, : ' t,

EXlllBIT A WIRE INSTRUCTIONS Account Name: Bank : Account: ABA: b

Exhibit 31.1

SECTION 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Dr. Chongyi Yang, certify that:

Exhibit 31.2

SECTION 302 CERTIFICATION OF CHIEF FINANCIAL OFFICER

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Dr. Chongyi Yang, certify that:

Exhibit 32.1

SECTION 906 CERTIFICATION OF CHIEF EXECUTIVE OFFICER

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 Annual Report on Form 10-K of China De Xiao Quan Care Group Co., Ltd (the “Company”) for the period ended December 31, 2022 as filed with the SEC (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to her knowledge:

Exhibit 32.2

SECTION 906 CERTIFICATION OF CHIEF FINANCIAL OFFICER

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 Annual Report on Form 10-K of China De Xiao Quan Care Group Co., Ltd (the “Company”) for the period ended December 31, 2022 as filed with the SEC (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to her knowledge:

v3.23.1

Cover - USD ($)	12 Months Ended
	Dec. 31, 2022	Jun. 30, 2023	Apr. 17, 2023
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	333-182761
Entity Registrant Name	CHINA DE XIAO QUAN CARE GROUP CO., LTD
Entity Central Index Key	0001552979
Entity Tax Identification Number	38-3870905
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	42 Mott Street
Entity Address, Address Line Two	4th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10013
Country Region	86
City Area Code	1370
Local Phone Number	164788
Title of 12(b) Security	Common Stock
Trading Symbol	CDXQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float		$ 200,000
Entity Common Stock, Shares Outstanding			30,000,000
Auditor Name	Simon & Edward, LLP
Auditor Location	Rowland Heights, CA
Auditor Firm ID	2485