LIVING 3D HOLDINGS, INC. - Quarter Report: 2017 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2017

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

For the transition period from to

Commission File Number: 000-01900

Living 3D Holdings, Inc.

(Exact name of registrant as specified in its charter)

Nevada	870451230
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Rm. 1801-02, Office Tower Two, Grand Plaza,

625 Nathan Road, Mongkok, Kowloon. Hong Kong

(Address of principal executive offices)

(852) 3563-9280

(Registrant’s telephone number, including area code)

________________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

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. x Yes o 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). x Yes o 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.

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o Yes x No

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

Class		Outstanding at November 14, 2017
Common Stock, $.001 par value		30,697,043

	FORM 10-Q LIVING 3D HOLDINGS, INC. SEPTEMBER 30, 2017 TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION		Page
Item 1.	Consolidated Financial Statements.
	Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016 (Unaudited).	1
	Consolidated Statements of Operations for the three and nine months ended September 30, 2017 and 2016 (Unaudited)	2
	Consolidated Statements of Changes in Shareholders’ Deficit for the year ended December 31, 2016 and the nine months ended September 30, 2017 (Unaudited).	3
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2017 and 2016 (Unaudited).	4
	Notes to Unaudited Consolidated Financial Statements.	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	15
Item 4.	Controls and Procedures.	16
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.	16
Item 1A.	Risk Factors.	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	16
Item 3.	Defaults Upon Senior Securities.	16
Item 4.	Mine Safety Disclosures.	16
Item 5.	Other Information.	17
Item 6.	Exhibits.	17
Signatures		18
Exhibits
Certifications

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Living 3D Holdings, Inc.
Consolidated Balance Sheets
(Stated in US dollars) (Unaudited)
		September 30, 2017		December 31, 2016
				(As Restated)
ASSETS
Current Assets
Cash and cash equivalents	$	320	$	667
Accounts receivable		7,257		4,308
Total Current Assets		7,577		4,975

Property and equipment, net		2,490		3,669
TOTAL ASSETS	$	10,067	$	8,644

LIABILITIES & SHAREHOLDERS’ DEFICIT
Current Liabilities
Account payable	$	5,128	$	-
Accrued liabilities and other payables		163,307		149,832
Due to related parties		132,328		98,419
Total Current Liabilities		300,763		248,251
TOTAL LIABILITIES	$	300,763	$	248,251

SHAREHOLDERS’ DEFICIT

Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding	$	-	$	-
Common stock, $0.001 par value, 290,000,000 shares authorized, 30,697,043 shares and 697,043 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively (*)		30,697		697
Additional paid-in capital		(30,497)		(497)
Accumulated deficit		(290,896)		(239,807)
TOTAL SHAREHOLDERS’ DEFICIT		(290,696)		(239,607)

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	10,067	$	8,644

The accompanying notes are an integral part of these unaudited consolidated financial statements

(*) The Company has effected a 1:100 reverse stock split on December 2, 2016. All share and per share data in this report has been retroactively restated to reflect the reverse stock split.

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Living 3D Holdings, Inc. Consolidated Statements of Operations (Stated in US dollars) (Unaudited)

	For The Three Months Ended September 30,					For The Nine Months Ended September 30,
		2017		2016		2017		2016
				(As Restated)				(As Restated)
Revenue	$	1,667	$	4,308	$	8,205	$	14,436
Cost of Revenue		-		-		5,128		6,282
Gross Profit		1,667		4,308		3,077		8,154

Operating Expenses
General and administrative expenses		11,567		19,400		54,166		44,825
Total Operating Expenses		11,567		19,400		54,166		44,825

Net Loss	$	(9,900)	$	(15,092)	$	(51,089)	$	(36,671)

Basic and Diluted Loss per Common Share	$	(0.00)	$	(0.02)	$	(0.00)	$	(0.05)
*Weighted Average Common Shares; Basic and Diluted ()**		30,697,043		697,043		30,257,483		697,043

The accompanying notes are an integral part of these unaudited consolidated financial statements

(*) The Company has effected a 1:100 reverse stock split on December 2, 2016. All share and per share data in this report has been retroactively restated to reflect the reverse stock split.

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`Living 3D Holdings, Inc.` Consolidated Statements of Changes in Shareholders’ Deficit (Stated in US dollars) (Unaudited)
	*Common Stock ()**				Additional		Accumulated		Total Shareholders’
	Shares		Amount		Paid-in Capital		Deficit		Deficit

Balance as of December 31, 2015	697,043	$	697	$	(597)	$	(72,204)	$	(72,104)

Contributed capital of subsidiary	-		-		100		-		100

Net loss for the year	-		-		-		(167,603)		(167,603)

Balance as of December 31, 2016 (As Restated)	697,043	$	697	$	(497)	$	(239,807)	$	(239,607)

Issuance of common stock in connection with acquisition of subsidiary	30,000,000		30,000		(30,000)		-		-

Net loss for the period	-		-		-		(51,089)		(51,089)

Balance as of September 30, 2017	30,697,043	$	30,697	$	(30,497)	$	(290,896)	$	(290,696)

The accompanying notes are an integral part of these unaudited consolidated financial statements

(*) The Company has effected a 1:100 reverse stock split on December 2, 2016. All share and per share data in this report has been retroactively restated to reflect the reverse stock split.

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Living 3D Holdings, Inc. Consolidated Statements of Cash Flows (Stated in US dollars) (Unaudited)
		For The Nine Months Ended September 30,
		2017		2016
				(As Restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(51,089)	$	(36,671)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation		1,179		655
Changes in operating assets and liabilities
Accounts receivable		(2,949)		(4,308)
Accrued liabilities and other payables		49,576		41,478
Account payable		5,128		-
CASH PROVIDED BY OPERATING ACTIVITIES		1,845		1,154
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment to related party		(2,192)		-
Capital contribution of subsidiary		-		100
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		(2,192)		100

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(347)		1,254
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	$	667	$	100
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	320	$	1,354

NON-CASH TRANSACTIONS
Purchase of property and equipment paid by related party	$	-	$	4,718
Operating expenses paid by related parties	$	36,101	$	83,181
Issuance of common stock in connection with acquisition of subsidiary	$	30,000	$	-
Supplementary Disclosure for Cash Flow Information:
Income taxes paid	$	-	$	-
Interest paid	$	-	$	-

The accompanying notes are an integral part of these unaudited consolidated financial statements

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Living 3D Holdings, Inc.

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 operated as a globally integrated enterprise that targeted 3D technology and effective business. The Company intended to specialize in the design, development, production, sale and marketing of "auto stereoscopic 3D" technology, or Auto 3D products, services and solutions. Auto 3D 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.

Living 3D Holdings, Inc. (“we”, “our”, the “Company”) is a Nevada corporation and the parent of L3D, its wholly owned subsidiary. The Company also intended to provide 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 aimed at customizing product requirements and specifications in order to enhance the power of product displays in business advertising and special operational environments.

At September 30, 2015, L3D had 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 wholly owned subsidiaries are collectively referred to herein as "L3D".

On November 30, 2015, Jimmy Kent-Lam Wong, the Company's former CEO, former director and principal shareholder, entered into a stock purchase agreement to sell 54.35% of the Company's outstanding shares, or 37,883,841 shares, of common stock, to Man Wah Stephen Yip. Simultaneously, Living 3D Holdings, Inc. entered into a shares sale and purchase agreement with Jimmy Kent-Lam Wong, pursuant to which the Company agreed to sell its entire ownership interest in L3D to Jimmy Kent-Lam Wong for a total consideration of $100 effective October 1, 2015.

Since our business development efforts in the 3D industry were not sufficiently mature to render us as a commercially viable player in that industry, the Company has ceased its 3D business activities and shifted its business from 3D technology development to computer software development sometime in late 2016, initially operating in Hong Kong and Mainland China. The Company expects to focus on the research and development of an e-commerce platform, with mobile game and virtual reality applications. Our e-commerce platform will seek to integrate web application with product manufacturing which should increase the productivity and efficiency of the operation. Along with the ever increasing usage of the internet, our O2O (O2O stands for “online to offline”, a term used to describe a variety of e-commerce services that provide online information, services, or discounts to consumers that enhance their offline shopping experiences) e-commerce platform is expected to create more business opportunities for the manufacturer.

On December 30, 2016, the Company entered into a share acquisition and exchange agreement (the "Share Acquisition and Exchange") with Sugar Technology Group Holdings Corporation, a company incorporated in the British Virgin Islands (the “BVI”) on February 26, 2016 and has a wholly owned subsidiary, XYZMILL.COM Limited, which was incorporated on May 9, 2016. Sugar Technology Group Holdings Corporation and its subsidiary are collectively referred as Sugar. Under the Share Acquisition and Exchange, the Company will issue an aggregate of 30,000,000 shares of its common stock at par value of $0.001 each to all of the shareholders of Sugar in exchange for all of the issued and outstanding stock of Sugar. The Share Acquisition and Exchange was closed on January 5, 2017 and the 30,000,000 shares of the Company’s common stock were issued on January 4, 2017. As a result of the Share Acquisition and Exchange, Sugar became the Company’s wholly-owned subsidiary. The acquisition of Sugar by the Company has been accounted for as business combination between entities under common control since the Company and Sugar are controlled by the same group of shareholders before and after the reorganization.

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As a result, the Company accounted for the operations of Sugar on a retrospective basis in the Company’s consolidated financial statements from the inception date of Sugar on February 26, 2016. Accordingly, the consolidated balance sheet as of December 31, 2016, the consolidated statement of operations for the three and nine months ended September 30, 2016, the consolidated statement of changes in shareholders’ deficit for the year ended December, 31, 2016 and the consolidated statement of cash flows for the nine months ended September 30, 2016 have been retrospectively stated in this report to reflect Sugar’s accounts at their historical amount as of those dates.

Sugar is engaged in computer software development with major operations in Hong Kong and Mainland China. The Company focuses on the research and development of e-commerce platform, mobile game and virtual reality application. The e-commerce platform seeks to integrate web application with product manufacturing which will increase the productivity and efficiency of the operation. Along with the ever increasing usage of the internet, our O2O e-commerce platform is expected to bring in more business opportunities to the manufacturer.

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 Chief Executive Office will be presented as "Man Wah Stephen Yip," even though, in Chinese, his name would be presented as "Yip Man Wah Stephen".

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. BASIS OF PRESENTATION

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in the consolidation. Certain information and footnote disclosures normally included in financial statements prepared in conjunction with U.S. generally accepted accounting principles ("U.S. GAAP") have been condensed or omitted as permitted by the rules and regulations of the United States Securities and Exchange Commission ("SEC"), although the Company believes that the disclosures contained in this report are adequate to make the information presented not misleading.

The accompanying unaudited interim consolidated financial statements reflect all adjustments of a normal and recurring nature which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or for the fiscal year taken as a whole.

B. ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS

Accounts receivable are recognized and carried at original invoice amount less an allowance for any uncollectible amounts. An estimate for doubtful account is made when collection of the full amount becomes questionable.

C. PROPERTY AND EQUIPMENT

(a)Measurement

The Company’s property and equipment consists primarily of a motor vehicle and is initially recognized at cost and subsequently carried at cost less accumulated depreciation and accumulated impairment losses.

(b)Depreciation

Depreciation of motor vehicle is calculated using the straight-line method to allocate its depreciable amount over its estimated useful life of three years.

D. FOREIGN CURRENCY TRANSLATION

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Living 3D Holdings, Inc. maintains its books and accounting records in United States Dollars with the United States Dollars being the functional currency. Sugar Technology Group Holdings Corporation and its wholly owned subsidiary maintain their books and accounting records in Hong Kong Dollars with the Hong Kong Dollars 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.

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

Period Covered	Balance Sheet Date Rate	Average Rate
For the period from January 1, 2016 through September 30, 2017	7.8	7.8

E.	RELATED PARTIES

A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

F. IMPAIRMENT OF LONG-LIVED ASSETS

The Company reviews its long lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, the Company measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Company would recognize an impairment loss based on the fair value of the assets.

G. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Management believes that none of the recently adopted accounting pronouncements will have a material effect on the Company’s financial position, results of operations, or cash flows.

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. The Company has a working capital deficit of $293,186 as of September 30, 2017 and has only generated $1,845 of cash from operations for the nine months ended September 30, 2017. The Company incurred net losses of $51,089 for the nine months ended September 30, 2017. The Company is primarily funded by its 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.

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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 – RELATED PARTY TRANSACTIONS

The related parties consist of the following:

Man Wah Stephen Yip, the Company’s CEO, a director and principal shareholder;

So Ka Yan, the Company’s Secretary, a director, principal shareholder and the wife of Man Wah Stephen Yip;

Due to Related Parties

Due to related parties consists of the following:

		September 30, 2017		December 31,2016 (As Restated)
Man Wah Stephen Yip	$	104,832	$	82,496
So Ka Yan		27,496		15,923
Total	$	132,328	$	98,419

The amounts due to related parties represent loans borrowed from the related parties. They are unsecured, bear no interest and are repayable on demand. During the nine months ended September 30, 2017, Man Wah Stephen Yip and So Ka Yan paid expenses in the amount of $22,336 and $13,765, respectively, on behalf of the Company to support the Company’s operations. The Company repaid $2,000 and $192 in May 2017 and July 2017, respectively, to So Ka Yan. On May 19, 2016, the Company purchased property and equipment in the amount of $4,718 and So Ka Yan made the payment on behalf of the Company.

Office Furnished by Related Party

The Company’s office in Hong Kong consists of approximately 400 square feet located at Room S, 2/F, Block D East Sun Industrial Center, 16 Shing Yip Street, Kwun Tong, Kowloon, Hong Kong. This office is furnished to the Company by the CEO at no charge.

NOTE 5 – CONCENTRATION OF CREDIT RISKS AND MAJOR CUSTOMERS

The Company had certain customers whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable, as follows:

For the nine months ended September 30, 2017, customer A and B accounted for 64% and 36% of total revenue respectively. For the nine months ended September 30, 2016, customer C and D accounted for 70% and 30% of total revenue respectively.

At September 30, 2017, customer B and D accounted for 41% and 59% of accounts receivable. At December 31, 2016, customer D accounted for 100% of account receivable.

For the nine months ended September 30, 2017, subcontractor A accounted for 100% of cost of revenue. For the nine months ended September 30, 2016, subcontractor B accounted for 100% of cost of revenue.

At September 30, 2017, subcontractor A accounted for 100% of account payable. There was no balance of account payable as of December 31, 2016.

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NOTE 6 – INCOME TAXES

Living 3D Holdings, Inc. is incorporated in the State of Nevada, United States and is subject to US Corporate

Income Tax (“CIT”) on the taxable income in accordance with the relevant US income tax laws. No provision for income taxes in the US has been made as the Company had no US taxable income for the nine months period ended September 30, 2017 and 2016.

Sugar Technology Group Holdings Corporation is registered in the BVI and under the current laws of the BVI is not subject to income taxes.

XYZMILL.COM Limited is registered in Hong Kong and Hong Kong profits tax is calculated at 16.5% of the estimated assessable profit for the period.

No provision for income taxes has been made as XYZMILL.COM Limited suffered loss from inception of May 9, 2016 through September 30, 2017.

A reconciliation of the income tax computed at the U.S. statutory rate and the Company's provision for income tax is as follows:

	For the nine months ended September 30,
	2017	2016
U.S. statutory rate	34.0%	34.0%
Foreign income not recognized in the U.S.	(34.0%)	(34.0%)
Hong Kong corporate income tax rate	16.5%	16.5%
Net loss not subject to income tax	(16.5%)	(16.5%)
Provision for income tax	0.0%	0.0%

Accounting for Uncertainty in Income Taxes

The Company adopted the provisions of Accounting for Uncertainty in Income Taxes. The provision clarify the accounting for uncertainty in income taxes recognized in an Enterprise's financial statements in accordance with the standard "Accounting for Income Taxes,", and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The provisions of Accounting for Uncertainty in Income Taxes also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

The Company has evaluated and concluded that there are no significant uncertain tax positions required recognition in its consolidated financial statements.

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

NOTE 7 – SHAREHOLDERS’ DEFICIT

On October 19, 2016, the Company filed a Certificate of Amendment with the Secretary of State of the State of

Nevada to effect a 1-for-100 reverse stock split of its common stock and an increase of its authorized shares of common stock from 90,000,000 to 290,000,000.

Effective on the opening of business on December 2, 2016, the Financial Industry Regulatory Authority granted market effectiveness to the 1-for-100 reverse stock split.

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The Company’s capital accounts have been retroactively restated to reflect the reverse stock split for all periods presented.

On January 4, 2017, the Company issued an aggregate of 30,000,000 shares of its common stock at par value of $0.001 each to all of the shareholders of Sugar in exchange for all of the issued and outstanding stock of Sugar. The shares were recorded at par value with a decrease $30,000 to additional paid-in capital as the transaction was accounted for as business combination between entities under common control.

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

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

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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.

With the change in the Company’s control in December 2015, the Company redefined its business from 3D technology development to computer software development with major operations in Hong Kong and Mainland China. The Company focuses on the research and development of e-commerce platform, mobile game and virtual reality application. Our e-commerce platform seeks to integrate web application with product manufacturing which will increase the productivity and efficiency of the operation. Along with the ever increasing usage of the internet, our O2O (O2O stands for “online to offline.” It's a term used to describe a variety of e-commerce services that provide online information, services, or discounts to consumers that enhance their offline shopping experiences.) e-commerce platform is expected to bring in more business opportunities to the manufacturer.

Recent Development. On December 30, 2016, the Company entered into a share acquisition and exchange agreement (the "Share Acquisition and Exchange") with Sugar Technology Group Holdings Corporation, a company incorporated in the British Virgin Islands (the “BVI”) on February 26, 2016 and has a wholly owned subsidiary of XYZMILL.COM Limited, which was incorporated on May 9, 2016. Sugar Technology Group Holdings Corporation and its subsidiary are collectively referred as Sugar. Under the Share Acquisition and Exchange, the Company will issue an aggregate of 30,000,000 shares of its common stock at par value of $0.001 each to all of the shareholders of Sugar in exchange for all of the issued and outstanding stock of Sugar. The Share Acquisition and Exchange was closed on January 5, 2017 and the 30,000,000 shares of the Company’s common stock were issued on January 4, 2017. As a result of the Share Acquisition and Exchange, Sugar became the Company’s wholly-owned subsidiary.

Sugar engages in computer software development with major operations in Hong Kong and Mainland China. Sugar focuses on the research and development of e-commerce platform, mobile game and virtual reality application. The e-commerce platform seeks to integrate web application with product manufacturing which will increase the productivity and efficiency of the operation. Along with the ever increasing usage of the internet, our O2O e-commerce platform is expected to bring in more business opportunities to the manufacturer.

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, 2017 and September 30, 2016. The Statements of Operations is included in the Financial Statements attached to this report. Please refer to the Statements of Operations.

Results of Operations for the three months ended September 30, 2017 and 2016

Results from Operations

Revenues. For the three months ended September 30, 2017 and September 30, 2016, revenues were $1,667 and $4,308 respectively, a decrease of $2,641. The decrease in revenue was attributable to the decrease in sales. The Company is still in the early stage of development and its sales fluctuate.

Cost of Revenue. The Company incurred no cost of revenue for the three months ended September 30, 2017 and 2016. The cost of revenue primarily represented fee paid to subcontractor on the design of software for sale. There was no such sale for the three months ended September 30, 2017 and 2016.

Gross Profit. For the three months ended September 30, 2017, the gross profit was $1,667 compared with $4,308 for the same period in 2016. The decrease was because of the decrease in sales.

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General and Administrative Expenses. For the three months ended September 30, 2017 and September 30, 2016, general and administrative expenses were $11,567 and $19,400, respectively, a decrease of $7,833. The decrease in such expenses was primarily attributable to the decrease in motor vehicle running expenses and the discount given by the Company’s attorney on the fee charged during the three months ended September 30, 2017. No such discount was given by the Company’s attorney for the three months ended September 30, 2016.

Net Loss. For the three months ended September 30, 2017, the net loss was $(9,900) and, for the same period ended September 30, 2016, the net loss was $(15,092), a decrease of $5,192. The decrease of net loss between the periods was explained by the decrease in general and administrative expenses as discussed above.

Results of Operations for the nine months ended September 30, 2017 and 2016

Results from Operations

Revenues. For the nine months ended September 30, 2017 and September 30, 2016, revenues were $8,205 and $14,436 respectively, a decrease of $6,231. The revenues for the nine months ended September 30, 2017 are mainly derived from advertisement development and website development whereas the revenue for the nine months ended September 30, 2016 was mainly generated from website design and development. Moreover, the Company is still in the early stage of development and its sales fluctuate.

Cost of Revenue. The Company’s cost of revenue decreased to $5,128 from $6,282 in the period ended September 30, 2017 compared to the same period in 2016. The decrease was due to the decrease in sales.

Gross Profit. For the nine months ended September 30, 2017, the gross profit was $3,077 compared with $8,154 for the same period in 2016. The decrease was because of the decrease in sales.

General and Administrative Expenses. For the nine months ended September 30, 2017 and September 30, 2016, general and administrative expenses were $54,166 and $44,825, respectively, an increase of $9,341. The increase in such expenses was primarily attributable to the increase auditor’s remuneration and the increase in motor vehicle running expenses.

Net Loss. For the nine months ended September 30, 2017, the net loss was $(51,089) and, for the same period ended September 30, 2016, the net loss was $(36,671), an increase of $14,418. The increase of net loss between the periods was explained by the increase in general and administrative expenses and the decrease in sales as discussed above.

Liquidity and Capital Resources. Cash and cash equivalents as of September 30, 2017 and December 31, 2016 were $320 and $667 respectively. There were no substantial movements in the funds used in operating activities as merely all the expenses of the Company were paid by Man Wah Stephen Yip and So Ka Yan on behalf of the Company.

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 loans from our major shareholder and the sale of equity securities. We financed operations by increasing the amount due to related parties to $132,328 at September 30, 2017 from $98,419 at December 31, 2016, an increase of $33,909. The increase is due principally to professional fees paid by related parties on behalf of the Company for the services rendered in the period of 2017.

Our cash flows provided by operating activities increased by $691 from $1,154 at September 30, 2016 to $1,845 at September 30, 2017, due principally to the increase in accounts receivable of $2,949, account payable of $5,128, accrued liabilities and other payables of $ 49,576 offset by the net loss of $51,089.

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We will require substantial additional capital to develop a market for 3D products, the O2O e-commerce platform 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 as of September 30, 2017.

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.

Property and Equipment. The Company’s property and equipment consists primarily of a motor vehicle and is initially recognized at cost and subsequently carried at cost less accumulated depreciation and accumulated impairment losses. Depreciation of motor vehicle is calculated using the straight-line method to allocate its depreciable amount over its estimated useful life of three years.

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. Living 3D Holdings, Inc. maintains its books and accounting records in United States Dollars with the United States Dollars being the functional currency. Sugar Technology Group Holdings Corporation and its wholly owned subsidiary maintain their books and accounting records in Hong Kong Dollars with the Hong Kong Dollars 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.

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

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separate component of accumulated comprehensive income (loss) in shareholders' equity.

Income Taxes. Income tax expense is based on reported income before income taxes. 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 or 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.

Item 3.Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

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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 of our Chief Executive Officer and with the participation of our Chief Financial 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 their evaluation as of the end of the period covered by this report, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not 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.

We plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we hope to implement the following changes during our fiscal year ending December 31, 2017: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; (ii) adopt sufficient written policies and procedures for accounting and financial reporting; and (iii) appoint additional independent directors that can serve as members of an audit committee. The remediation efforts will be largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

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, 2017 that have materially affected or are reasonably likely to materially affect, such controls.

PART II – OTHER INFORMATION

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.

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

None.

Item 3.Defaults upon Senior Securities.

None.

Item 4.Mine Safety Disclosures.

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Not applicable.

Item 5.Other Information.

None.

Item 6.Exhibits.

(c)Exhibits.


31.1	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.
31.2	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.
32	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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SIGNATURES

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

	LIVING 3D HOLDINGS, INC.

Date: November 14, 2017	/s/ Man Wah Stephen Yip Name: Man Wah Stephen Yip Title: Chief Executive Officer and Chairman of the Board of Directors

Date: November 14, 2017	/s/ Sze Cheong Eric Ng Name: Sze Cheong Eric Ng Title: Chief Financial Officer and Director

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Index to Exhibits


31.1	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.
31.2	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.
32	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.