LIVING 3D HOLDINGS, INC. - Quarter Report: 2014 September (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended September 30, 2014
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
Commission File Number: 000-53643
Living 3D Holdings, Inc.
(Exact name of registrant as specified in its charter)
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Nevada
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87-0451230
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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109 Lafayette Street, Suite 802
New York, New York 10013
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(Address of principal executive offices)
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(212) 925-4759
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(Registrant’s telephone number, including area code)
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________________________________________________________________
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(Former name, former address and former fiscal year, if changed since last report)
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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 issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ý Yes ¨ 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ¨ Yes ý No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “a smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)
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Accelerated filer ¨
Smaller reporting company ý
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
¨ Yes ý No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
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Class
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Outstanding at November 14, 2014
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Common Stock, $.001 par value
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69,703,480
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Living 3D Holdings, Inc.
SEPTEMBER 30, 2014
Table of Contents
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| PART I – FINANCIAL INFORMATION |
Page
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PART II – OTHER INFORMATION
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Exhibits
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Certifications
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Consolidated Balance Sheets
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(Stated in US dollars)
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September 30,
2014
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December 31,
2013
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(Unaudited)
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ASSETS
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Current Assets
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Cash and cash equivalents
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$ | 4,991 | $ | 54,349 | ||||
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Due from related party
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6,544 | 6,544 | ||||||
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Other current assets
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289 | 9,430 | ||||||
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Total Current Assets
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11,824 | 70,323 | ||||||
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Property and equipment, net
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- | 480,072 | ||||||
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TOTAL ASSETS
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$ | 11,824 | $ | 550,395 | ||||
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LIABILITIES & SHAREHOLDERS’ EQUITY (DEFICIT)
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Current Liabilities
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Accounts payable
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$ | 18,756 | $ | 18,756 | ||||
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Accrued liabilities and other payables
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1,267,223 | 1,075,505 | ||||||
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Due to related parties
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105,000 | 120,056 | ||||||
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Total Current Liabilities
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1,390,979 | 1,214,317 | ||||||
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Loan from related party
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300,000 | 550,000 | ||||||
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TOTAL LIABILITIES
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$ | 1,690,979 | $ | 1,764,317 | ||||
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SHAREHOLDERS’ EQUITY (DEFICIT)
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Preferred Stock, $.001 par value, 10,000,000 shares authorized, no shares issued and outstanding
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$ | - | $ | - | ||||
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Common stock, $.001 par value, 90,000,000 shares authorized, 69,703,480 shares issued and outstanding at September 30, 2014 and December 31, 2013
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69,704 | 69,704 | ||||||
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Additional paid-in capital
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(69,604 | ) | (69,604 | ) | ||||
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Accumulated deficit
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(1,679,255 | ) | (1,357,727 | ) | ||||
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Accumulated other comprehensive income
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- | 809 | ||||||
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Total Living 3D Holdings, Inc. shareholders’ equity
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(1,679,155 | ) | (1,356,818 | ) | ||||
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Non-controlling interest
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- | 142,896 | ||||||
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TOTAL SHAREHOLDERS’ EQUITY (DEFICIT)
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(1,679,155 | ) | (1,213,922 | ) | ||||
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TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
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$ | 11,824 | $ | 550,395 | ||||
The accompanying notes are an integral part of these unaudited consolidated financial statements
Consolidated Statements of Operations and Comprehensive Income (Unaudited)
(Stated in US dollars)
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For The Three Months Ended September 30,
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For The Nine Months Ended September 30,
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2014
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2013
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2014
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2013
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Revenue
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$ | - | $ | - | $ | 8,512 | $ | 6,104 | ||||||||
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Cost of Revenue
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- | - | 7,898 | 5,548 | ||||||||||||
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Gross Profit
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- | - | 614 | 556 | ||||||||||||
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Operating Expenses
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General and administrative expenses
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125,498 | 197,599 | 463,404 | 433,123 | ||||||||||||
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Gain on disposal of joint venture
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- | - | (126,848 | ) | - | |||||||||||
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Total Operating Expenses
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125,498 | 197,599 | 336,556 | 433,123 | ||||||||||||
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Loss from Operations
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(125,498 | ) | (197,599 | ) | (335,942 | ) | (432,567 | ) | ||||||||
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Other Income (Expenses)
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Interest expenses
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(5,543 | ) | - | (20,966 | ) | - | ||||||||||
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Other income (expenses)
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(78 | ) | (64 | ) | (55 | ) | (126 | ) | ||||||||
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Total Other Income (Expenses)
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(5,621 | ) | (64 | ) | (21,021 | ) | (126 | ) | ||||||||
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Net Loss
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$ | (131,119 | ) | $ | (197,663 | ) | $ | (356,963 | ) | $ | (432,693 | ) | ||||
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Less: Net loss attributable to non-controlling interest
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- | (31,149 | ) | (35,435 | ) | (31,149 | ) | |||||||||
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Net Loss Attributable to Living 3D Holdings, Inc.
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$ | (131,119 | ) | $ | (166,514 | ) | $ | (321,528 | ) | $ | (401,544 | ) | ||||
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Comprehensive Loss
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Net Loss
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(131,119 | ) | (197,663 | ) | (356,963 | ) | (432,693 | ) | ||||||||
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Foreign currency translation gain
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- | 1,793 | 1,592 | 1,793 | ||||||||||||
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Total Comprehensive Loss
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$ | (131,119 | ) | $ | (195,870 | ) | $ | (355,371 | ) | $ | (430,900 | ) | ||||
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Comprehensive loss attributable to non-controlling interest
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- | (30,163 | ) | (34,560 | ) | (30,163 | ) | |||||||||
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Comprehensive loss attributable to Living 3D Holdings, Inc.
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$ | (131,119 | ) | $ | (165,707 | ) | $ | (320,811 | ) | $ | (400,737 | ) | ||||
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Basic and Diluted Loss per Common Share
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(0.00 | ) | (0.00 | ) | (0.01 | ) | (0.01 | ) | ||||||||
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Weighted Average Common Shares; Basic and Diluted
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69,703,480 | 69,703,480 | 69,703,480 | 69,703,480 | ||||||||||||
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The accompanying notes are an integral part of these unaudited consolidated financial statements
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Consolidated Statements of Changes in Shareholders’ Equity (Deficit)
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(Stated in US dollars)
(Unaudited)
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Common stock
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Additional paid-in capital
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Accumulated other comprehensive income
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Accumulated deficit
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Total Living 3D
Holdings, Inc. shareholders' equity (deficit)
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Non-controlling
interests
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Total equity
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Shares
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Amount
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Balance as of December 31, 2013
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69,703,480 | $ | 69,704 | $ | (69,604 | ) | $ | 809 | $ | (1,357,727 | ) | $ | (1,356,818 | ) | $ | 142,896 | $ | (1,213,922 | ) | |||||||||||||
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Net loss for the period
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- | - | - | - | (321,528 | ) | (321,528 | ) | (35,435 | ) | (356,963 | ) | ||||||||||||||||||||
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Foreign currency translation gain
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- | - | - | 716 | - | 716 | 876 | 1,592 | ||||||||||||||||||||||||
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Disposal of joint venture
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- | - | - | (1,525 | ) | - | (1,525 | ) | (108,337 | ) | (109,862 | ) | ||||||||||||||||||||
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Balance as of September 30, 2014
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69,703,480 | $ | 69,704 | $ | (69,604 | ) | $ | - | $ | (1,679,255 | ) | $ | (1,679,155 | ) | $ | - | $ | (1,679,155 | ) | |||||||||||||
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The accompanying notes are an integral part of these unaudited consolidated financial statements
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Consolidated Statements of Cash Flows
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(Stated in US dollars)
(Unaudited)
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For The Nine Months
Ended September 30,
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2014
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2013
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net loss
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$ | (356,963 | ) | $ | (432,693 | ) | ||
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Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation expenses
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6,436 | 202 | ||||||
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Gain on disposal of joint venture
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(126,848 | ) | - | |||||
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Changes in operating assets and liabilities
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Other current assets
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7,046 | (14,062 | ) | |||||
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Accrued liabilities and other payable
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276,391 | 295,319 | ||||||
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CASH USED IN OPERATING ACTIVITIES
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(193,938 | ) | (151,234 | ) | ||||
| CASH FLOW FROM INVESTING ACTIVITIES | ||||||||
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Cash paid for the purchase of property and equipment
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(3,171 | ) | (224,710 | ) | ||||
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Cash paid on disposal of joint venture
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(3,949 | ) | - | |||||
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CASH USED IN INVESTING ACTIVITIES
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(7,120 | ) | (224,710 | ) | ||||
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CASH FLOWS FROM FINANCING ACTIVITIES
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Proceeds from related parties
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151,730 | 311,263 | ||||||
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Contribution from non-controlling investors
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- | 242,754 | ||||||
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CASH PROVIDED BY FINANCING ACTIVITIES
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151,730 | 554,017 | ||||||
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Effect of exchange rate changes on cash and cash equivalents
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(30 | ) | (1,057 | ) | ||||
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NET INCREASE (DECREASE) IN CASH
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(49,358 | ) | 177,016 | |||||
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CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
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$ | 54,349 | $ | 24,857 | ||||
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CASH AND CASH EQUIVALENTS AT END OF PERIOD
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$ | 4,991 | $ | 201,873 | ||||
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Supplementary Disclosures for Cash Flow Information:
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Income taxes paid
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$ | - | $ | - | ||||
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Interest paid
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$ | - | $ | - | ||||
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Non-cash Investing and Financing Activities:
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Forgiveness of loan and accrued interests from related party in connection with disposal of joint venture
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260,844 | - | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF BUSINESS AND ORGANIZATION
Living 3D Holdings Ltd (“L3D”) was incorporated in the British Virgin Islands (the “BVI”) on June 23, 2008. L3D is a globally integrated enterprise that targets the intersection of 3D technology and effective business. The Company specializes in the design, development, production, sale and marketing of “auto stereoscopic 3D” technology, or Auto 3D products, services and solutions. The products we market are based on "auto stereoscopic 3D" technology, or Auto 3D, which means that viewers are not required to wear 3D glasses in order to experience the 3D effects of the screen, and instant switching between two dimensional, or 2D, and 3D viewing is enabled. We believe that this gives us a competitive advantage over other suppliers of 3D products requiring the use of a visor or glasses in order to experience a 3D effect.
The Company also provides technical and support services of 3D in software development, contents production and hardware configuration to a wide range of industries, including entertainment, education, consumer electronics, medical diagnosis, scientific research and, in particular, media and advertising. The Company aims at customizing product requirements and specifications in order to enhance the power of product displays in business advertising and special operational environments.
On December 8, 2011, L3D entered into a share exchange agreement (the "Share Exchange") with Living 3D Holdings, Inc. (formerly AirWare International Corp. and formerly Concrete Casting Incorporated), a company incorporated in the State of Nevada on October 29, 1987. Under the Share Exchange, Living 3D Holdings, Inc. ("Living 3D" or the “Company”) issued an aggregate of 62,590,880 shares of its common stock to the shareholders of the Company in exchange for all of the issued and outstanding securities of L3D. The Share Exchange closed on December 8, 2011. As a result of the Share Exchange, L3D became the Company's wholly-owned subsidiary.
The transaction has been treated as a recapitalization of L3D and its subsidiaries, with Living 3D (the legal acquirer of L3D and its subsidiaries) considered the accounting acquiree, and L3D whose management took control of Living 3D (the legal acquiree of L3D) considered the accounting acquirer. The Company did not recognize goodwill or any intangible assets in connection with the transaction. All costs related to the transaction are being charged to operations as incurred. The 62,590,880 shares of common stock issued to the shareholders in conjunction with the Share Exchange have been presented as outstanding for all periods. The historical consolidated financial statements include the operations of the accounting acquirer for all periods presented.
In June 2013, the Company with its strategic partners has entered into a memorandum of understanding and has formed a joint venture, 3D Science & Cultural Products International Exchange Center in Tianjin, China that will enable the vendors from different countries around the world to showcase 3D technology and promote the sale and marketing of international 3D products. Effective April 1, 2014, the Company disposed of its entire equity interests in 3D Science & Cultural Products International Exchange Center.
At September 30, 2014, L3D has the following wholly owned subsidiaries: Living 3D (Hong Kong) Limited, 3D Capital Holdings Inc, Columbia College Hollywood International Limited and Living 3D Technology Group Limited. L3D and its subsidiaries are collectively referred to as L3D or the Company.
For the sake of clarity, this report follows the English naming convention of first name followed by last name, regardless of whether an individual’s name is Chinese or English. For example, the name of our President will be presented as "Jimmy Kent-Lam Wong," even though, in Chinese, his name would be presented as "Wong Jimmy Kent-Lam."
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. BASIS OF PRESENTATION
The consolidated financial statements are prepared in accordance with generally accepted accounting principles used in the United States of America. The accompanying unaudited interim financial statements of Living 3D Holdings, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s latest Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results of operations for the interim periods presented have been reflected herein. The results of operations for such interim periods are not necessarily indicative of operations for a full year. Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year, 2013, as reported in Form 10-K, have been omitted.
B. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In April 2014, the FASB issued ASU 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”. The amendments in the ASU change the criteria for reporting discontinued operations while enhancing disclosures in this area. It also addresses sources of confusion and inconsistent application related to financial reporting of discontinued operations guidance in U.S. GAAP. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. In addition, the new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. The amendments in the ASU are effective in the first quarter of 2015 for public organizations with calendar year ends. Early adoption is permitted. The Company does not expect the adoption to have a significant impact on its consolidated financial statements.
In May 2014, the FASB issued ASU 2014-09, “Revenue from contracts with Customers (Topic 606)”. This ASU affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of non-financial assets. This ASU will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance. The ASU also supersedes some cost guidance included in Subtopic 605-35, Revenue Recognition-Construction-Type and Production-Type Contracts. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchanged for those goods or services. The standard is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.
In June 2014, the FASB issued ASU 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements”. The amendments in this Update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, thereby improving financial reporting by eliminating the cost and complexity associated with providing that information. In the quarter ended June 30, 2014, the Company has elected to early adopt this ASU by removing the inception to date information and all references to development stage.
In August 2014, the FASB issued ASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. The amendment in the ASU provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. The amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2016. Earlier adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s financial position and results of operations.
Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.
NOTE 3 – GOING CONCERN
The Company first generated revenue in 2010 and is still in the early stages of establishing a market for the products it sells. At September 30, 2014, the Company has a working capital deficit of $1,379,155 and an accumulated deficit of $1,679,255. The Company is primarily funded by Jimmy Kent-Lam Wong, the Company’s Chief Executive Officer ("CEO") and principal shareholder. The Company will have to raise additional capital, including through the sale of equity securities, to support its operation and expansion.
These conditions and uncertainties raise substantial doubt as to the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 4 – PROPERTY AND EQUIPMENT AND CONSTRUCTION IN PROGRESS
Property and equipment consist of the following:
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September 30,
2014
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December 31,
2013
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Building improvement
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$ | - | $ | 16,594 | ||||
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Computer software
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- | 3,883 | ||||||
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Furniture
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- | 27,324 | ||||||
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Machinery and equipment
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- | 67,898 | ||||||
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Motor vehicles
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- | 33,678 | ||||||
| - | 149,377 | |||||||
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Less: Accumulated depreciation
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- | (4,799 | ) | |||||
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Net
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- | 144,578 | ||||||
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Construction in progress
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- | 335,494 | ||||||
| $ | - | $ | 480,072 | |||||
The depreciation expenses for the nine month periods ended September 30, 2014 and 2013 were $6,436 and $202, respectively.
NOTE 5 – RELATED PARTY TRANSACTIONS
Jimmy Kent-Lam Wong, the Company’s CEO, a director and principal shareholder
Kingdom Industry Group Inc., Jimmy Kent-Lam Wong is one of the two directors and owns 60% equity interest
China 3D Industrial Park Company Limited (“China 3D”), Jimmy Kent-Lam Wong is one of two directors of China 3D and owns 50% equity interest through his affiliates in China 3D. Chang Li, the Company's Chief Technology Officer and a director, is the second director of China 3D. Chang Li was removed from his position on October 3, 2014
Due from Related Party
Due from related party consists of the following:
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September 30,
2014
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December 31,
2013
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Jimmy Kent-Lam Wong
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$ | 6,544 | $ | 6,544 | ||||
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Total
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$ | 6,544 | $ | 6,544 | ||||
The above amount represents advance to Jimmy Kent-Lam Wong for business purpose.
Due to Related Parties
Due to related parties consists of the following:
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September 30,
2014
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December 31,
2013
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Kingdom Industry Group Inc.
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$ | 105,000 | $ | 35,000 | ||||
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China 3D
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- | 85,056 | ||||||
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Total
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$ | 105,000 | $ | 120,056 | ||||
The amounts due to related parties represent advances received to support the Company’s operations. They are unsecured, bearing no interest and repayable on demand.
Loan from Related Party
By the agreements dated August 28, 2013 and November 29, 2013, the Company obtained loans of $250,000 and $300,000, respectively, from Kingdom Industry Group Inc. The loans are unsecured, bearing interest of 7.33% per annum and are to be repayable within two years from the respective dates of the loan agreements. In connection with the disposal of 3D Science & Cultural Products International Exchange Center, the directors of Kingdom Industry Group, Inc. had elected to relinquish all their claims on the loan of $250,000 together with any accrued interests thereon (also see Note 7). The directors of Kingdom Industry Group Inc. confirmed that they would not have any claim whatsoever on the said loan.
NOTE 6 – NON-CONTROLLING INTEREST
On June 18, 2013, Living 3D (Hong Kong) Limited ("L3D-HK") entered into an agreement with China 3D Industrial Park Company Limited, a Chinese corporation ("China 3D"), and Tianjin 3D Technology Company Limited, a Chinese corporation ("Tianjin 3D"), to form a joint venture company, 3D Science & Cultural Products International Exchange Center. The principal activities of the joint venture company will be the provision of a platform for the exhibition and trading of 3D products and the transfer of 3D technology.
The total capital of 3D Science & Cultural Products International Exchange Center will be RMB 10,000,000 (approximately $1.6 million). L3D-HK and China 3D have each committed to contribute RMB 4,500,000 (approximately $0.7 million) of such amount and each will own 45% of the joint venture. L3D-HK and China 3D are to make their respective capital contributions as follows: RMB 1,500,000 (approximately $0.24 million) on or before July 31, 2013; RMB 1,500,000 (approximately $0.24 million) on or before December 31, 2013; RMB 1,500,000 (approximately $0.24 million) on or before May 31, 2014. Tianjin 3D will contribute certain assets valued at RMB 1,000,000 (approximately $0.2 million) for its equity interest of 10% in the joint venture.
Both L3D-HK and China 3D made its first capital contribution of RMB 1,500,000 (approximately $0.24 million) in August 2013. No additional contribution from L3D-HK and China 3D has been made as of the report date. In September 2013, 3D Science & Cultural Products International Exchange Center obtained its business license from the Administration of Industry and Commerce.
Tianjin 3D has made its contribution on January 6, 2014 in the form of a customer list. Since the customer list was internally generated by Tianjin 3D with no historical carrying amounts recorded, the Company did not record a value for the contribution.
Jimmy Kent-Lam Wong, the Company's CEO, a director and principal shareholder, is also one of two directors of China 3D and through his affiliates owns a 50% interest in China 3D. Chang Li, the Company's Chief Technology Officer and a director, is the second director of China 3D. Additionally, Chang Li is the sole director and shareholder of Tianjin 3D, which also owns a 50% interest in China 3D. Though L3D-HK only owns 45% of 3D Science & Cultural Products International Exchange Center per the agreement, Jimmy Kent-Lam Wong and Chang Li have actual control of 3D Science & Cultural Products International Exchange Center through their equity interests in L3D-HK, China 3D, and Tianjin 3D. Accordingly, the results of 3D Science & Cultural Products International Exchange Center are included in the consolidated statements of the Company. The portion of the income or loss applicable to non-controlling interest is reflected in the consolidated statements of operations.
In June 2014, L3D-HK entered into an agreement to dispose of its entire equity interest in 3D Science & Cultural Products International Exchange Center to Excellent Plus Group Limited, an independent third party, effective on April 1, 2014, see Note 7.
By a Sale and Purchase Agreement dated June 26, 2014, L3D-HK sold its 45% equity interest in 3D Science & Cultural Products International Exchange Center to Excellent Plus Group Limited, an independent third party for a consideration of $250,000. The decision was made because the management did not have sufficient experience at managing a joint venture. The consideration of $250,000 was satisfied through the forgiveness of debt of the same amount due to Kingdom Industry Group Inc. The Agreement provided that the sale and purchase of the 45% equity interest would be effective as of April 1, 2014. The disposition resulted in a gain of $126,848, which was reported as “gain on disposal of joint venture” included in operating expense for the period ended September 30, 2014.
The Company determined that disposal of joint venture did not constitute a discontinued operation, as the Company anticipated that it will generate significant continuing cash flows from the customers of the disposed joint venture.
Forward-Looking Statements
This report on Form 10-Q contains 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. The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “may,” “should,” “could,” “will,” “plan,” “future,” “continue” and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters identify forward-looking statements. These forward-looking statements are based largely on our expectations or forecasts of future events, can be affected by inaccurate assumptions, and are subject to various business risks and known and unknown uncertainties, a number of which are beyond our control. Therefore, actual results could differ materially from the forward-looking statements contained in this document, and readers are cautioned not to place undue reliance on such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law. A wide variety of factors could cause or contribute to such differences and could adversely impact revenues, profitability, cash flows and capital needs. There can be no assurance that the forward-looking statements contained in this document will, in fact, transpire or prove to be accurate.
Factors that could cause or contribute to our actual results to differ materially from those discussed herein or for our stock price to be adversely affected include, but are not limited to: (i) our short operating history, limited revenue and history of losses; (ii) our independent registered certified public accountants have expressed a going concern opinion; (iii) our ability to raise additional working capital that we may require and, if available, that such working capital will be on terms acceptable to us; (iv) our ability to implement our business plan; (v) uncertainties regarding our ability to generate revenues and penetrate our market; (vi) economic and general risks relating to business; (vii) our ability to manage our costs of production; (viii) our ability to protect our intellectual property through patents and other intellectual property protection; (ix) our dependence on key personnel; (x) increased competition or our failure to compete successfully; (xi) our ability to keep pace with technological advancements in our industry; (xii) our ability to comply with Section 404 of the Sarbanes-Oxley Act of 2002, as required; (xiii) our nonpayment of dividends and lack of plans to pay dividends in the future; (xiv) future sale of a substantial number of shares of our common stock that could depress the trading price of our common stock, if it trades, lower our value and make it more difficult for us to raise capital; (xv) our additional securities available for issuance, which, if issued, could adversely affect the rights of the holders of our common stock; (xvi) our ability to have our common stock trade in an active public market; (xvii) the price of our stock, if it trades, is likely to be highly volatile because of several factors, including a relatively limited public float; and (xviii) indemnification of our officers and directors.
General
The following discussion should be read in conjunction with our Financial Statements and notes thereto. The following discussion contains forward-looking statements, including, but not limited to, statements concerning our plans, anticipated expenditures, the need for additional capital and other events and circumstances described in terms of our expectations and intentions. You are urged to review the information set forth under the captions for factors that may cause actual events or results to differ materially from those discussed below.
Overview
Living 3D is a globally integrated enterprise that targets the intersection of 3D technology and effective business. The Company specializes in the design, development, production sale and marketing of “auto stereoscopic 3D” technology, or Auto 3D products, services and solutions. The products we market are based on "auto stereoscopic 3D" technology, or Auto 3D, which means that viewers are not required to wear 3D glasses in order to experience the 3D effects of the screen, and instant switching between two dimensional, or 2D, and 3D viewing is enabled. We believe that this gives us a competitive advantage over other suppliers of 3D products requiring the use of a visor or glasses in order to experience a 3D effect.
The Company also provides technical and support services of 3D in software development, contents production, hardware configuration to a wide range of industries, including entertainment, education, consumer electronics, medical diagnosis, scientific research and, in particular, media and advertising. The Company aims at
customizing product requirements and specifications in order to enhance the power of product display in business advertising and special operational environments.
Through innovative and reliable provision of products and services as well as collaboration with our strategic partners, the Company is embarking on the following new strategic directions:
*Enabling enterprises to fully exploit the power and capacity of 3D technology;
*Satisfying the full range of media display in business advertising and business operation;
*Enabling a truly integrated solution for 3D applications and powerful display specially customized for business requirements and operations; and
*Developing and delivering a comprehensive, low cost media content development and productivity environment.
We market our 3D technologies and products under our Living 3D brand in the PRC.
Recent Development. On June 18, 2013, Living 3D (Hong Kong) Limited ("L3D-HK") entered into an agreement with China 3D Industrial Park Company Limited, a Chinese corporation ("China 3D"), and Tianjin 3D Technology Company Limited, a Chinese corporation ("Tianjin 3D"), to form a joint venture company, 3D Science & Cultural Products International Exchange Center. The principal activities of the joint venture company will be the provision of a platform for the exhibition and trading of 3D products and the transfer of 3D technology.
The total capital of 3D Science & Cultural Products International Exchange Center will be RMB 10,000,000 (approximately US $1.6 million). L3D-HK and China 3D have each committed to contribute RMB 4,500,000 (approximately US $0.7 million) of such amount and each will own 45% of the joint venture. L3D-HK and China 3D are to make their respective capital contributions as follows: RMB 1,500,000 (approximately US $0.24 million) on or before July 31, 2013; RMB 1,500,000 (approximately US $0.24 million) on or before December 31, 2013; and RMB 1,500,000 (approximately US $0.24 million) on or before May 31, 2014. L3D-HK and China 3D had made their capital contributions on August 30, 2013 and August 1, 2013, respectively. Tianjin 3D will contribute certain assets valued at RMB 1,000,000 (approximately US $0.16 million) for its equity interest of 10% in the joint venture.
Jimmy Kent-Lam Wong, the Company's CEO, a director and principal shareholder, is also one of two directors of China 3D and through his affiliates owns a 50% interest in China 3D. Chang Li, the Company's Chief Technology Officer and a director, is the second director of China 3D. Additionally, Chang Li is the sole director and shareholder of Tianjin 3D, which also owns a 50% interest in China 3D.
By a Sale and Purchase Agreement dated June 26, 2014, L3D-HK had sold its 45% of 3D Science & Cultural Products International Exchange Center to Excellent Plus Group Limited, an independent third party at a consideration of US$250,000, effective on April 1, 2014. The consideration of US$250,000 was satisfied by the forgiveness of debt of the same amount due to Kingdom Industry Group Inc.
The following discussion summarizes the material changes in our results of operations and our financial condition for the three and nine months ended September 30, 2014 and September 30, 2013. The Statement of Operations is included in the Financial Statements attached to this report. Please refer to the Statement of Operations.
Results of Operations for the three months ended September 30, 2014 and 2013
Results From Operations
Revenues. The Company had no revenue for the three months ended September 30, 2014 and September 30, 2013, respectively. The Company is in the early stage of development and thus its revenue fluctuates, and at times materially.
Cost of Revenue. There was no cost of revenue in the three months ended September 30, 2014 and September 30, 2013 because the Company had no revenue in such periods.
Gross Profit. For the three months ended September 30, 2014 and September 30, 2013, the Company had no gross profits due to the lack of revenue.
General and Administrative Expenses. For the three months ended September 30, 2014 and September 30, 2013, general and administrative expenses were $125,498 and $197,599, respectively, a decrease of $72,101. The decrease in such expenses was primarily attributable to the decrease in general and administrative expenses of the Company’s joint venture, 3D Science & Cultural Products International Exchange Center in Tianjin which was disposed of in April 2014.
Operating (Loss) or Operating Income. For the three months ended September 30, 2014, the operating loss was $(125,498) and, for the same period ended September 30, 2013, the operating loss was $(197,599), a decrease of $72,101. The decrease of operating loss between the periods was explained by the decrease in general and administrative expenses discussed above.
Interest Income (Expenses). The interest expenses for the period ended September 30, 2014 amounted to ($5,543) and ($-0-) for the period ended September 30, 2013. The interest expenses represented interest payable to Kingdom Industry Group, Inc. on an advance of US$300,000. The loan bears interest of 7.33% per annum. There was no such advance in 2013.
Income Tax Provision. No provision for income tax benefit from net operating losses had been made for the periods ended September 30, 2014 and 2013 as the Company had fully reserved the asset until realization is more reasonably assured.
Net (Loss). For the three months ended September 30, 2014, the net loss attributable to the Company was ($131,119) compared with a net loss of ($166,514) for the period ended September 30, 2013, a decrease of $35,395. The decrease was primarily due to the decrease in the general and administrative expenses as discussed above.
Results of Operations for the nine months ended September 30, 2014 and 2013
Results From Operations
Revenues. For the nine months ended September 30, 2014 and September 30, 2013, revenues were $8,512 and $6,104, respectively, an increase of $2,408. The revenues for the nine months ended September 30, 2014 were derived from sales of 3D technology products manufactured by third parties. The increase in revenue was due to an increase in product sales in the nine months’ period over the comparable period. Moreover, the Company is still in the early stage of development and its sales fluctuate.
Cost of Revenue. The Company’s cost of revenue increased to $7,898 from $5,548 in the period ended September 30, 2014 compared to the same period in 2013. The increase was due to the increase in sales in the current period.
Gross Profit. For the nine months ended September 30, 2014, the gross profit was $614 compared with $556 for the same period in 2013. The increase was because of the increase in sales in the current period.
General and Administrative Expenses. For the nine months ended September 30, 2014 and September 30, 2013, general and administrative expenses were $463,404 and $433,123, respectively, an increase of $30,281. The increase was due to increasing salary, consultancy fee, and business travel.
Gain on disposal of joint venture. For the nine months ended September 30, 2014 and September 30, 2013, gain on disposal of joint venture was $126,848 and $(-0-), respectively, an increase of $ 126,848. The increase was primarily due to the net gain on the disposal of the Company’s interest in 3D Science & Cultural Products International Exchange Center in Tianjin effective April 1, 2014 to Excellent Plus Group Limited.
Operating (Loss) or Operating Income. For the nine months ended September 30, 2014, the operating loss was $(335,942) and, for the same period ended September 30, 2013, the operating loss was $(432,567), a decrease of $96,625. The decrease of operating loss between the periods was explained by the increase in general and administrative expenses which were partially offset by the gain on disposal of joint venture discussed above.
Interest Income (Expenses). The interest expenses for the period ended September 30, 2014 amounted to ($20,966) and ($-0-) for the period ended September 30, 2013. The interest expenses represented interest payable to Kingdom Industry Group, Inc. on advances of US$300,000. The loan bears interest of 7.33% per annum. There was no such advance in 2013.
Net (Loss) Attributable to Non-controlling interests. The net loss attributable to the non-controlling interests for the period ended September 30, 2014 amounted to ($35,435) compared with a net loss attributable to the non-controlling interests of ($31,149) for the period ended September 30, 2013, an increase of $4,286 . The increase was primarily attributable to the increase in general and administrative expenses. The net loss attributable to the non-controlling interest of ($35,435) for the nine months ended September 30, 2014 represented the share of the net loss by the non-controlling interests of 3D Science & Cultural Products International Exchange Center in Tianjin for the three months ended March 31, 2014. The joint venture had been disposed of effective April 1, 2014.
Net (Loss) Attributable to the Company. For the nine months ended September 30, 2014, the net loss attributable to the Company was ($321,528) compared with a net loss of ($401,544) for the period ended September 30, 2013, a decrease of $80,016. The decrease was primarily due to the increase in the general and administrative expenses which were offset by gain on disposal of joint venture as discussed above.
Income Tax Provision. No provision for income tax benefit from net operating losses had been made for the periods ended September 30, 2014 and 2013 as we had fully reserved the asset until realization is more reasonably assured.
Comprehensive Income (Loss) Attributable to Non-controlling interests. The comprehensive loss attributable to the non-controlling interests for the period ended September 30, 2014 was ($34,560) compared with ($30,163) for the period ended September 30, 2013, an increase of $4,397. This increase mainly resulted from the increase in general and administrative expenses attributable to the non-controlling interest of the Company’s joint venture which was disposed of effective April 1, 2014.
Comprehensive Income (Loss) Attributable to the Company. The comprehensive loss attributable to the Company for the period ended September 30, 2014 was ($320,811) compared with ($400,737) for the period ended September 30, 2013, a decrease of $79,926. This decrease was primarily due to the increase in general and administrative expenses which were offset by gain on disposal of joint venture as discussed above.
Liquidity and Capital Resources. Cash and cash equivalents as of September 30, 2014 and December 31, 2013 totaled $4,991 and $54,349, respectively, a decrease of $49,358. The decrease was attributable to the increase in funds used in operating activities which was partially offset by additional related party loans made to us by Kingdom Industry Group, Inc., a company controlled by Jimmy Kent-Lam Wong.
Liquidity and Capital Resources
Current and Expected Liquidity
Historically, we have financed operations primarily through the issuance of debt. In the near future, as additional capital is needed, we expect to rely primarily on the sale of equity securities. We had loans payable to Kingdom Industry Group Inc., a company controlled by Jimmy Kent-Lam Wong, in an aggregate principal amount of $300,000 at September 30, 2014 that do not contain any restrictive covenants restricting our ability to issue additional debt or equity securities. We also financed operations by increasing our payables and liabilities due to third parties to $1,267,223 at September 30, 2014 from $1,075,505 at December 31, 2013, an increase of $191,718. The increase is due principally to salaries accrued for the services of our officers in the period of 2014.
Our cash flows used for operating activities increased by $42,704 from $151,234 at September 30, 2013 to $193,938 at September 30, 2014, due principally to the increase in our general and administrative expenses and an increase in the expenses of the joint venture.
Our cash used in investing activities decreased by $217,590, from $224,710 at September 30, 2013 to $7,120 at September 30, 2014, due primarily to the purchase of the fixed assets for the Company’s joint venture in 2013. The Company had disposed its joint venture in April 2014.
Our cash from financing activities decreased by $402,287, from $554,017 at September 30, 2013 to $151,730 at September 30, 2014, due principally to a decrease in loans from related parties.
We will require substantial additional capital to develop a market for 3D products and implement our business plan. We plan to pursue financing from private investors and institutions in and outside the PRC. We do not have any commitments for additional financing. Such new financing could include equity, which would likely be dilutive to our shareholders, or debt, which would likely restrict our ability to borrow from other sources. In addition, such securities may contain rights, preferences or privileges senior to the rights of our current shareholders.
There can be no assurance that additional funds will be available on terms acceptable to us or at all. If adequate funds are not available, we may have to materially curtail our operations. Any inability to raise adequate funds could have a material adverse effect on our business, results of operation and financial condition.
Due to the uncertainties related to these matters, there exists substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should we be unable to continue as a going concern.
Capital Commitments
We had no material commitments for capital expenditures.
Off-Balance Sheet Arrangements
There were no off-balance sheet arrangements at September 30, 2014.
Critical Accounting Policies and Estimates
Accounting Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results when ultimately realized could differ from those estimates.
Fair Value of Financial Instruments. The carrying amounts of financial instruments, including cash, other receivables, accounts payable and accrued expenses, approximates their fair value due to the relatively short-term nature of these instruments.
Revenue Recognition. We recognize revenue when the significant risks and rewards of ownership have been transferred to the customer, including factors such as when persuasive evidence of an arrangement exists, delivery or service has been performed, the sales price is fixed and determinable, and collectability is probable. The Company recognizes sales when the merchandise is shipped, title has passed to the customers or the service is provided, and collectability is reasonably assured.
Foreign Currency Translation. For financial reporting purposes, the financial statements of the Company, which are prepared in Hong Kong Dollars ("HKD"), are translated into the Company's reporting currency, United States Dollars ("USD"). Balance sheet accounts are translated using the closing exchange rate in effect at the balance sheet date and income and expense accounts are translated using the average exchange rate prevailing during the reporting period. Adjustments resulting from the translation, if any, are included in accumulated other comprehensive income (loss) in the owner's equity.
We follow FASB ASC 80-30, "Foreign Currency Translation", for both the translation and re-measurement of balance sheet and income statement items into U.S. dollars. Resulting translation adjustments are reported as a separate component of accumulated comprehensive income (loss) in stockholders' equity.
We maintain our books and accounting records in HKD, with HKD being the functional currency. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date. Any translation gains (losses) are recorded in exchange reserve as a component of shareholders equity. Income and expenditures are translated at the average exchange rate of the year.
Income Taxes. Taxes are calculated in accordance with taxation principles currently effective in Hong Kong. We account for income taxes using the liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period that includes the enactment date. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
Related Parties. A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal shareholders of the Company, its management, members of the immediate families of principal shareholders of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one of more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.
Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
Not applicable.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our Chief Executive Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. Based on his evaluation as of the end of the period covered by this report, he concluded that our disclosure controls and procedures were effective at a reasonable assurance level to ensure that the information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, including this report, were recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and was accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal controls over financial reporting during the quarter ended September 30, 2014 that have materially affected or are reasonably likely to materially affect, such controls.
Item 1. Legal Proceedings.
There are no claims, actions, suits, proceedings or investigations that are currently pending or, to our knowledge, threatened by or against us, or with respect to our operations or assets, by or against any of our officers, directors or affiliates.
Item 1A. Risk Factors.
Not applicable.
None.
Item 3. Defaults upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
Item 6. Exhibits.
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(c)
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Exhibits.
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31.1
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Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2
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Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32
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Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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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.
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Living 3D Holdings, Inc.
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Date: November 14, 2014
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/s/ Jimmy Kent-Lam Wong
Name: Jimmy Kent-Lam Wong
Title: Chief Executive Officer and Chairman of the Board of Directors
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Date: November 14, 2014
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/s/ Kin Wah Ngai
Name: Kin Wah Ngai
Title: Chief Financial Officer and Director
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Index to Exhibits
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31.1
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Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2
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Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32
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Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
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