x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
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OF 1934
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Nevada
State or other jurisdiction of
incorporation or organization
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87-0451230
(I.R.S. Employer
Identification No.)
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Common Stock, $0.001 par value
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(Title of class)
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PART I
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Item 1.
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Business.
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4
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Item 1A.
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Risk Factors.
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7
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Item 1B.
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Unresolved Staff Comments.
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7
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Item 2.
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Properties.
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7
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Item 3.
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Legal Proceedings.
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8
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Item 4.
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Mine Safety Disclosures.
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8
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PART II
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Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
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8
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Item 6.
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Selected Financial Data.
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9
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Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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9
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Item 7a.
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Quantitative and Qualitative Disclosures About Market Risk.
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13
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Item 8.
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Financial Statements and Supplementary Data.
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13
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Item 9.
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Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.
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13
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Item 9A.
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Controls and Procedures.
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13
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Item 9B.
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Other Information.
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14
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PART III
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Item 10.
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Directors, Executive Officers and Corporate Governance.
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14
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Item 11.
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Executive Compensation.
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19
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
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21
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence.
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21
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Item 14.
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Principal Accounting Fees and Services.
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22
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PART IV
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Item 15.
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Exhibits, Financial Statement Schedules.
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23
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Signature Page
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·
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our ability to find suitable markets for and increase sales of the existing products we offer and develop and commercialize new products;
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·
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our ability to successfully source manufacturing capacity for the products we offer;
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·
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our reliance on intellectual property rights held by our directors and principal shareholders;
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·
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our ability to obtain additional capital in future years to fund expansion of our product line, new marketing initiatives and/or acquisitions;
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·
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economic, political, regulatory, legal and foreign exchange risks associated with our operations; or
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·
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the loss of key members of our senior management.
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·
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"Company," "we," "us," "our," "Living 3D" and "Registrant" refer to Living 3D Holdings, Inc. (formerly known as AirWare International Corp.; formerly known as Concrete Casting Incorporated), a corporation incorporated in Nevada;
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·
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"Exchange Act" refers to the Securities Exchange Act of 1934, as amended;
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·
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"PRC," "China," and "Chinese," refer to the People’s Republic of China (excluding Hong Kong, Macau and Taiwan);
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·
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"Securities Act" refers to the Securities Act of 1933, as amended;
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·
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"U.S. dollars," "dollars" and "$" refer to the legal currency of the United States;
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·
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"HK Dollars" refers to Hong Kong dollars, the legal currency of Hong Kong.
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High Close
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Low Close
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Year Ended December 31, 2011
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||
1st Quarter
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$0.55
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$0.51
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2nd Quarter
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$0.51
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$0.50
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3rd Quarter
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$0.50
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$0.50
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4th Quarter
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$0.51
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$0.51
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Year Ended December 31, 2010
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||
1st Quarter
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$0.55
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$0.05
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2nd Quarter
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$0.55
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$0.55
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3rd Quarter
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$0.55
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$0.55
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4th Quarter
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$0.55
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$0.55
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Plan category
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Number of
securities to
be issued
upon exercise
of outstanding
options,
warrants
and rights
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Weighted-average
exercise
price of
outstanding
options,
warrants
and rights
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Number of
securities
remaining available
for future issuance
under equity
compensation plans (excluding securities reflected in column (a))
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Equity compensation plans approved by stockholders
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-0-
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$ -0-
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-0-
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Equity compensation plans not approved by stockholders
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-0-
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-0-
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-0-
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Total
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-0-
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$ -0-
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-0-
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·
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Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
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·
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Provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
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·
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Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
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Name
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Age
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Position
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Jimmy Kent-Lam Wong
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40
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Chairman of the Board of Directors and Chief Executive Officer
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Chang Li
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53
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Chief Technology Officer and Director
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Kin Wah Ngai
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57
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Chief Financial Officer and Director
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Lin Su
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45
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Secretary and Director
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Item 11.
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Executive Compensation.
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Name and principal position
(a)
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Year
(b)
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Salary
($)
(c)
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Bonus
($)
(d)
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Stock
Awards
($)
(e)
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Option
Awards
($)
(f)
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Non-Equity Incentive Plan Compensation
($)
(g)
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All Other
Compensation
($)
(i)
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Total
($)
(j)
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||||||||||||||||||||||||
Jimmy Kent-Lam Wong, CEO and Chairman of the Board
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2011 | - - | - - | - - | - - | - - | - - | - - | ||||||||||||||||||||||||
2010 | - - | - - | - - | - - | - - | - - | - - | |||||||||||||||||||||||||
Chang Li,
Chief Technology Officer and Director
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2011 | - - | - - | - - | - - | - - | - - | - - | ||||||||||||||||||||||||
2010 | - - | - - | - - | - - | - - | - - | - - | |||||||||||||||||||||||||
Kin Wah Ngai,
CFO and Director
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2011 | - - | - - | - - | - - | - - | - - | - - | ||||||||||||||||||||||||
2010 | - - | - - | - - | - - | - - | - - | - - | |||||||||||||||||||||||||
Lin Su,
Secretary and Director
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2011 | - - | - - | - - | - - | - - | - - | - - | ||||||||||||||||||||||||
2010 | - - | - - | - - | - - | - - | - - | - - |
Option Awards
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Stock Awards
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||||||||
Name
(a)
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Number of
Securities
Underlying
Unexercised
Options
(#)
(b)
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Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
(c)
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Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
(d)
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Option
Exercise
Price
($)
(e)
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Option
Expiration
Date
(f)
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Number
of
Shares
or Units
of Stock
That Have Not Vested
(#)
(g)
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Market
Value of
Shares or
Units of
Stock
That
Have Not Vested
($)
(h)
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Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That Have Not Vested
(#)
(i)
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Equity
Incentive
Plan Awards:
Market
or Payout
Value
of
Unearned
Shares,
Units
or Other
Rights
That Have
Not Vested
($)
(j)
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Jimmy Kent-Lam Wong, CEO and Chairman of the Board
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No outstanding equity awards.
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||||||||
Chang Li,
Chief Technology Officer and Director
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No outstanding equity awards.
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||||||||
Kin Wah Ngai,
CFO and Director
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No outstanding equity awards.
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||||||||
Lin Su,
Secretary and Director
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No outstanding equity awards.
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Name and address of beneficial owner(1)
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Amount and
nature of beneficial
ownership(2)
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Percent
of common stock(3)
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||||||
Jimmy Kent-Lam Wong, Chairman of the Board of Directors and Chief Executive Officer
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46,352,814 | 66.50 | % | |||||
Chang Li, Chief Technology Officer and Director
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6,621,831 | 9.50 | % | |||||
Kin Wah Ngai, Chief Financial Officer and Director
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3,310,915 | 4.75 | % | |||||
Lin Su, Secretary and Director
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2,648,732 | 3.80 | % | |||||
5% holders:
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||||||||
June Yon Mon
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7,284,014 | 10.45 | % | |||||
All executive officers and directors as a group (four persons)
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58,934,292 |
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(1)
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The address of these persons is 25 Camelia Avenue, San Francisco, California 94112.
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(2)
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The foregoing beneficial owners hold investment and voting power in their shares.
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(3)
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The percent of common stock owned is calculated using the sum of (A) the number of shares of common stock owned and (B) the number of warrants and options of the beneficial owner that are exercisable within sixty days, as the numerator, and the sum of (Y) the total number of shares of common stock outstanding and (Z) the number of warrants and options of the beneficial owner that are exercisable within sixty days as the denominator.
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence.
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Fee Category:
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Fiscal
2011 Fees
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Fiscal
2010 Fees
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||||||
Audit Fees………………………..
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$ | 6,000 | $ | 13,000 | ||||
Audit-Related Fees……………….
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$ | 2,080 | $ | 2,080 | ||||
Tax Fees………………………….
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$ | 770 | $ | 770 | ||||
All Other Fees……………………
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- | - | ||||||
Total Fees……………….…..
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$ | 8,850 | $ | 15,850 | ||||
Exhibit
Number
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Description
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Incorporated
by Reference
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2.1
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Stock Purchase Agreement, entered into effective as of December 8, 2011, by and among the stockholders of Living 3D Holdings Ltd, a British Virgin Islands corporation, certain shareholders of Living 3D Holdings, Inc. (formerly AirWare International Corp.; formerly Concrete Casting Incorporated), a Nevada corporation, listed in Exhibit A thereto, and Jeff W. Holmes, a selling shareholder and a principal shareholder of AirWare International Corp.
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Exhibit 2.1 to the Company's Form 8-K, filed December 14, 2011.
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2.2
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Share Exchange and Acquisition Agreement, entered into effective as of December 8, 2011, by and among Living 3D Holdings, Inc. (formerly AirWare International Corp.; formerly Concrete Casting Incorporated), a Nevada corporation, Living 3D Holdings, Ltd, a British Virgin Islands corporation and all of the shareholders of Living 3D Holdings, Ltd.
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Exhibit 2.2 to the Company's Form 8-K, filed December 14, 2011.
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3.1
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Amended and Restated Articles of Incorporation of Living 3D Holdings, Inc. (formerly AirWare International Corp.; formerly Concrete Casting Incorporated), a Nevada corporation, dated July 1, 2010.
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Exhibit 3.1 to the Company's Form 8-K, filed December 14, 2011.
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3.2
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Memorandum and Articles of Association of Living 3D Holdings Ltd, a British Virgin Islands corporation, dated June 23, 2008.
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Exhibit 3.2 to the Company's Form 8-K, filed December 14, 2011.
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3.3
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Amended and Restated Bylaws of Living 3D Holdings, Inc. (formerly AirWare International Corp.; formerly Concrete Casting Incorporated).
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Exhibit 3.3 to the Company's Form 8-K, filed December 14, 2011.
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4.1
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Form of Common Stock Certificate of Living 3D Holdings, Inc. (formerly AirWare International Corp.; formerly Concrete Casting Incorporated).
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Exhibit 4.1 to the Company's Form 8-K, filed December 14, 2011.
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14.1
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Code of Ethics and Conduct.
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Filed herewith.
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21.1
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List of subsidiaries of the Company.
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Exhibit 21.1 to the Company's Form 8-K, filed December 14, 2011.
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31.1
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Certification of Wong Jimmy Kent-Lam, Chief 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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Filed herewith.
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31.2
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Certification of Kin Wah Hgai, Chief 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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Filed herewith.
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32.1
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Certification of Wong Jimmy Kent-Lam, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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Filed herewith.
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32.2
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Certification of Kin Wah Hgai, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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Filed herewith.
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99.1
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Audited Financial Statements of Living 3D Holdings, Inc., a Nevada corporation, as of December 31, 2011 and 2010.
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Filed herewith.
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101.INS*
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XBRL Instance Document.
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Filed herewith.
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101.SCH*
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XBRL Taxonomy Extension Schema Document.
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Filed herewith.
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101.CAL*
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XBRL Calculation Linkbase Document.
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Filed herewith.
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101.LAB*
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XBRL Taxonomy Labels Linkbase Document.
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Filed herewith.
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101.PRE*
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XBRL Taxonomy Presentation Linkbase Document.
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Filed herewith.
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* XBRL related information in Exhibit 101 to this annual report on Form 10-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
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Living 3D Holdings, Inc.
(formerly AirWare International Corp.; formerly Concrete Casting Incorporated)
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a Nevada corporation
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/s/ Wong Jimmy Kent-Lam
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Name: Wong Jimmy Kent-Lam
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Title: Chief Executive Officer and Chairman of
the Board of Directors
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Signature and Title
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Date
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/s/ Wong Jimmy Kent-Lam
Wong Jimmy Kent-Lam
Chairman of the Board of Directors and Chief Executive Officer
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April 16, 2012
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/s/ Chang Li
Chang Li
Chief Technology Officer and Director
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April 16, 2012
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/s/ Kin Wah Ngai
Kin Wah Ngai
Chief Financial Officer and Director
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April 16, 2012
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/s/ Lin Su
Lin Su
Secretary and Director
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April 16, 2012
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•
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agreements that affect the price or other terms or conditions of sale.
|
|
•
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agreements regarding the clients to whom Living 3D will, or will not, sell its services.
|
|
•
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agreements to refuse to sell to particular clients or to refuse to buy from particular suppliers.
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•
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agreements that limit the types of services which Living 3D will provide.
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•
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exclusive-dealing agreements requiring clients to purchase all of their requirements for a certain service from Living 3D or prohibiting clients from purchasing services from a competitor.
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•
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agreements requiring clients to buy one Living 3D service offering as a condition of obtaining another Living 3D offering.
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•
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reciprocity arrangements involving Living 3D using its purchasing power to require a supplier to purchase our services.
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•
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the period beginning two weeks before the end of a fiscal quarter and ending 48 hours after that quarter's public earnings release.
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•
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the period beginning with Living 3D's public release of any material (previously nonpublic) information and ending 48 hours after the release.
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•
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any other period established from time to time by our Chief Executive Officer or other Living 3D executive officer by notice to such Financial Insider due to particular "inside information" concerning the Company (as discussed in the general insider trading policy) to which the Financial Insider then has access.
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•
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conducting Living 3D business with a company owned, partially owned, or controlled by you or a member of your family.
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•
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ownership of more than one percent of the stock of a company that competes or does business with Living 3D (other than indirect ownership as a result of owning a widely-held mutual fund).
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|
•
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working as an employee or a consultant for a competitor, regulatory government entity, client or supplier of Living 3D.
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|
•
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doing any work for a third party that may adversely affect your performance or judgment on the job or diminish your ability to devote the necessary time and attention to your duties.
|
|
•
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appropriating or diverting to yourself or others any business opportunity or idea in which Living 3D might have an interest.
|
|
•
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are consistent with customary business practices.
|
|
•
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do not have substantial monetary value and would not be viewed as improper by others.
|
|
•
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do not violate applicable laws or regulations.
|
|
•
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gifts that do not have substantial monetary value given at holidays or other special occasions.
|
|
•
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reasonable entertainment at lunch, dinner or business meetings where the return of the expenditure on a reciprocal basis is likely to occur and would be properly chargeable as a business expense.
|
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•
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improperly accelerate or defer expenses or revenues to achieve financial results or goals.
|
|
•
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maintain any undisclosed or unrecorded funds or "off the book" assets.
|
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•
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establish or maintain improper, misleading, incomplete or fraudulent accounting documentation or financial reporting.
|
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•
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record revenue for any project that has not fully complied with Living 3D's revenue recognition guidelines.
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•
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make any payment for purposes other than those described in the documents supporting the payment.
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•
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submit or approve any expense report where you know or suspect that any portion of the underlying expenses were not incurred or are not accurate.
|
|
•
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sign any documents believed to be inaccurate or untruthful.
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|
•
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not to use the information for any purpose except to benefit Living 3D's business.
|
|
•
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not to disclose the information within Living 3D, except to other Living 3D people who need to know, or use, the information and are aware that it constitutes a trade secret or proprietary information.
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|
•
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honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
|
|
•
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full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC and other public communications made by the Company; and
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|
•
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compliance with laws, rules and regulations applicable to the Company.
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(1)
|
I have reviewed this annual report on Form 10-K of Living 3D Holdings, Inc.;
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(2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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(3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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(4)
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13-15(e) and 15d-15(e)) an internal control over financial reporting (as defined in Exchange Act Rules 13a-15(1) and 15d-15(f) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
|
(5)
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: April 16, 2012
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/s/ Jimmy Kent-Lam Wong
|
By: Jimmy Kent-Lam Wong
Title: Chief Executive Officer
|
(1)
|
I have reviewed this annual report on Form 10-K of Living 3D Holdings, Inc.;
|
(2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
(3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
(4)
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13-15(e) and 15d-15(e)) an internal control over financial reporting (as defined in Exchange Act Rules 13a-15(1) and 15d-15(f) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
|
(5)
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: April 16, 2012
|
/s/ Kin Wah Ngai
|
By: Kin Wah Ngai
Title: Chief Financial Officer
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents in all material respects, the financial condition and results of operations of the Company.
|
By:
|
/s/ Jimmy Kent-Lam Wong
|
Name:
|
Jimmy Kent-Lam Wong
|
Title:
|
Chief Executive Officer and Chief Financial Officer
|
Date:
|
April 16, 2012
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents in all material respects, the financial condition and results of operations of the Company.
|
By:
|
/s/ Kin Wah Ngai
|
Name:
|
Kin Wah Ngai
|
Title:
|
Chief Financial Officer
|
Date:
|
April 16, 2012
|
Page (s)
|
||||
Report of Independent Registered Public Accounting Firm
|
F-1
|
|||
Financial Statements:
|
||||
Balance Sheets - December 31, 2011 and 2010
|
F-2
|
|||
Statements of Operations for the Years Ended December 31, 2011 and 2010
|
F-3
|
|||
Statement of Changes in Stockholders’ Equity for the Years Ended
December 31, 2011 and 2010
|
F-4
|
|||
Statements of Cash Flows for the Years Ended December 31, 2011 and 2010
|
F-5
|
|||
Notes to Financial Statements
|
F-6 to F-9
|
Living 3D Holdings, Inc.
|
|||||||||
(A Development Stage Company)
|
|||||||||
Consolidated Balance Sheets
|
|||||||||
(Stated in US dollars)
|
|||||||||
December 31, 2011
|
December 31, 2010
|
||||||||
ASSETS
|
|||||||||
Current Assets
|
|||||||||
Cash and cash equivalents
|
$ | 96,881 | $ | 95,723 | |||||
Other assets
|
33 | - | |||||||
Total Current Assets
|
96,914 | 95,723 | |||||||
TOTAL ASSETS
|
$ | 96,914 | $ | 95,723 | |||||
LIABILITIES & SHAREHOLDERS’ EQUITY (DEFICIT)
|
|||||||||
Current Liabilities
|
|||||||||
Accounts payable
|
$ | 18,757 | $ | - | |||||
Accrued liabilities and other payable
|
56,515 | 3,980 | |||||||
Due to related party
|
120,418 | 71,926 | |||||||
Total Current Liabilities
|
195,690 | 75,906 | |||||||
TOTAL LIABILITIES
|
$ | 195,690 | $ | 75,906 | |||||
SHAREHOLDERS’ EQUITY (DEFICIT)
|
|||||||||
Preferred Stock, $.001 par value, 10,000,000 shares authorized, no shares issued and outstanding
|
- | - | |||||||
Common stock, $.001 par value, 90,000,000 shares authorized, 69,703,480 and 62,590,880 shares issued and outstanding at December 31, 2011 and December 31, 2010
|
$ | 69,704 | $ | 62,591 | |||||
Additional paid-in-capital
|
(69,704 | ) | (62,591 | ) | |||||
Earnings (deficit) accumulated during the development stage
|
(98,876 | ) | 19,817 | ||||||
TOTAL SHAREHOLDERS’ EQUITY (DEFICIT)
|
(98,776 | ) | 19,817 | ||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
|
|
$ | 96,914 | $ | 95,723 | ||||
The accompanying notes are an integrated part of these consolidated financial statements
|
Living 3D Holdings, Inc.
|
(A Development Stage Company)
|
Consolidated Statements of Operations and Comprehensive Income
|
(Stated in US dollars)
|
For the Years Ended December 31,
|
From Inception
(June 23, 2008 through December 31, 2011
|
|||||||||||
2011
|
2010
|
|||||||||||
Revenue
|
$ | 21,237 | $ | 137,555 | $ | 158,792 | ||||||
Cost of revenue
|
18,756 | 99,997 | 118,753 | |||||||||
Gross profit
|
2,481 | 37,558 | 40,039 | |||||||||
Operating expenses
|
||||||||||||
General and administrative expenses
|
121,127 | 13,775 | 138,999 | |||||||||
Total operating expenses
|
121,127 | 13,775 | 138,999 | |||||||||
Income (loss) from operations
|
(118,646 | ) | 23,783 | (98,960 | ) | |||||||
Other income (expense)
|
(47 | ) | 131 | 84 | ||||||||
Income (loss) before income tax
|
(118,693 | ) | 23,914 | (98,876 | ) | |||||||
Income tax expenses
|
- | - | - | |||||||||
Net Income (Loss)
|
$ | (118,693 | ) | $ | 23,914 | $ | (98,876 | ) | ||||
Other Comprehensive Income (Loss)
|
||||||||||||
Total Comprehensive Income (Loss)
|
$ | (118,693 | ) | $ | 23,914 | $ | (98,876 | ) | ||||
Basic and Diluted Earnings (Loss) per Common Share
|
$ | (0.00 | ) | $ | 0.00 | |||||||
Weighted Average Common Shares; Basic and Diluted
|
63,058,558 | 62,590,880 | ||||||||||
The accompanying notes are an integrated part of these consolidated financial statements
|
Living 3D Holdings, Inc.
|
|||||||||||||||||||
(A Development Stage Company)
|
|||||||||||||||||||
Consolidated Statement of Shareholders’ Equity (Deficit)
|
|||||||||||||||||||
(Stated in US dollars)
|
|||||||||||||||||||
Common Stock
|
Additional Paid-in Capital
|
Earnings
(Deficit)
Accumulated
During the
Development
Stage
|
Total Shareholders' Equity
(Deficit)
|
||||||||||||||||
Shares
|
Amount
|
||||||||||||||||||
Balance as of June 23, 2008 (Date of Inception)
|
- | $ | - | $ | - | $ | - | $ | - | ||||||||||
Issuance of common stock
|
62,590,880 | 62,591 | (62,591 | ) | - | - | |||||||||||||
Net loss for the period
|
- | - | - | (897 | ) | (897) | |||||||||||||
Balance as of December 31, 2008
|
62,590,880 | $ | 62,591 | $ | (62,591 | ) | $ | (897 | ) | $ | (897) | ||||||||
Net loss for the year
|
- | (3,200 | ) | (3,200) | |||||||||||||||
Balance as of December 31, 2009
|
62,590,880 | $ | 62,591 | $ | (62,591 | ) | $ | (4,097 | ) | $ | (4,097) | ||||||||
Net loss for the year
|
- | 23,914 | 23,914 | ||||||||||||||||
Balance as of December 31, 2010
|
62,590,880 | $ | 62,591 | $ | (62,591 | ) | $ | 19,817 | $ | 19,817 | |||||||||
Shares issued in reverse merger
|
7,112,600 | 7,113 | (7,113 | ) | - | - | |||||||||||||
Subscription receivable collected
|
- | - | 100 | - | 100 | ||||||||||||||
Net loss for the year
|
- | - | - | (118,693 | ) | (118,693) | |||||||||||||
Balance as of December 31, 2011
|
69,703,480 | $ | 69,704 | $ | (69,604 | ) | $ | (98,876 | ) | $ | (98,776) | ||||||||
The accompanying notes are an integrated part of these consolidated financial statements
|
Living 3D Holdings, Inc.
|
|||||||||||||
(A Development Stage Company)
|
|||||||||||||
Consolidated Statements of Cash Flows
|
|||||||||||||
(Stated in US dollars)
|
|||||||||||||
For the Years Ended December 31,
|
From Inception
(June 23, 2008) through
|
||||||||||||
2011
|
2010
|
December 31, 2011
|
|||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|||||||||||||
Net income (loss)
|
$ | (118,693 | ) | $ | 23,914 | $ | (98,876 | ) | |||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|||||||||||||
Changes in operating assets and liabilities:
|
|||||||||||||
Other assets
|
(33 | ) | - | (33 | ) | ||||||||
Accounts payable
|
18,757 | - | 18,757 | ||||||||||
Accrued liabilities and other payable
|
52,535 | 2,995 | 56,515 | ||||||||||
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
|
(47,434 | ) | 26,909 | (23,637 | ) | ||||||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|||||||||||||
Proceeds from related parties
|
48,492 | 56,103 | 120,418 | ||||||||||
Collection of subscription receivable
|
100 | - | 100 | ||||||||||
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
|
48,592 | 56,103 | 120,518 | ||||||||||
NET INCREASE IN CASH
|
1,158 | 83,012 | 96,881 | ||||||||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
|
$ | 95,723 | $ | 12,711 | $ | - | |||||||
CASH AND CASH EQUIVALENTS AT END OF YEAR
|
$ | 96,881 | $ | 95,723 | $ | 96,881 | |||||||
Supplementary Disclosures for Cash Flow Information:
|
|||||||||||||
Income taxes paid
|
|
$ | - | $ | - | $ | - | ||||||
Interest paid
|
|
$ | - | $ | - | $ | - | ||||||
The accompanying notes are an integrated part of these consolidated financial statements
|
A.
|
BASIS OF PRESENTATION
|
B.
|
BASIS OF CONSOLIDATION
|
Period Covered
|
Balance Sheet Date Rates
|
Average Rates
|
||
Year ended December 31, 2011
|
7.8
|
7.8
|
||
Year ended December 31, 2010
|
7.8
|
7.8
|
I.
|
RELATED PARTIES
|
|
Tax Year
|
|||||||
|
2011
|
2010
|
||||||
U.S. statutory rate
|
34.00 | % | 34.00 | % | ||||
Foreign income not recognized in the U.S.
|
34.00 | % | 34.00 | % | ||||
Hong Kong corporate income tax rate
|
16.50 | % | 16.50 | % | ||||
Net loss not subject to income tax
|
16.50 | % | 16.50 | % | ||||
Provision for income tax
|
0.00 | % | 0.00 | % |
Going Concern
|
12 Months Ended |
---|---|
Dec. 31, 2011
|
|
Going Concern [Abstract] | |
Going Concern | 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 is primarily funded by Wong Jimmy Kent Lam, the Companys Chief Executive Officer ("CEO") and principal owner. 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 Companys 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. |
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Summary of Significant Accounting Policies
|
12 Months Ended | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2011
|
||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | ||||||||||||||||
Summary of Significant Accounting Policies | 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. B. BASIS OF CONSOLIDATION The consolidated financial statements include the accounts of L3D and all its subsidiaries. All material inter-company accounts and transactions have been eliminated in consolidation. C. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period including allowance for doubtful accounts, inventory provision, income taxes, derivative liability and stock-based compensation. Actual results when ultimately realized could differ from those estimates. D. CASH AND CASH EQUIVALENTS The Company considers cash and cash equivalents to include cash on hand and demand deposits with banks with an original maturity of three months or less. E. FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying value of financial instruments including cash, other receivables, accounts payable and accrued expenses, approximates their fair value at December 31, 2011 due to the relatively short-term nature of these instruments. F. REVENUE RECOGNITION The Company recognizes 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 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 service is provided, and collectability is reasonably assured. G. FOREIGN CURRENCY TRANSLATION For financial reporting purposes, the financial statements of Living 3D Holdings Limited and its subsidiaries, which are prepared in Hong Kong Dollar (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 owners' equity. The exchange rates used for the foreign currency translation were as follows (USD$1 = HKD):
We follow FASB ASC 830-30, 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. The Group maintains its books and accounting records in Hong Kong Dollars, 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. 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. H. INCOME TAXES Taxes are calculated in accordance with taxation principles currently effective in the Hong Kong. The Company accounts 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. I. 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. J. RECENTLY ISSUED 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. |
Consolidated Balance Sheets (USD $)
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Dec. 31, 2011
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Dec. 31, 2010
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Current Assets | ||
Cash and cash equivalents | $ 96,881 | $ 95,723 |
Other assets | 33 | |
Total Current Assets | 96,914 | 95,723 |
TOTAL ASSETS | 96,914 | 95,723 |
Current Liabilities | ||
Accounts payable | 18,757 | |
Accrued liabilities and other payable | 56,515 | 3,980 |
Due to related party | 120,418 | 71,926 |
Total Current Liabilities | 195,690 | 75,906 |
TOTAL LIABILITIES | 195,690 | 75,906 |
SHAREHOLDERS' EQUITY (DEFICIT) | ||
Common stock, $.001 par value, 90,000,000 shares authorized, 69,703,480 and 62,590,880 shares issued and outstanding at December 31, 2011 and December 31, 2010 | 69,704 | 62,591 |
Additional paid-in-capital | (69,704) | (62,591) |
Earnings (deficit) accumulated during the development stage | (98,876) | 19,817 |
TOTAL SHAREHOLDERS' EQUITY (DEFICIT) | (98,776) | 19,817 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) | $ 96,914 | $ 95,723 |
Consolidated Statements of Cash Flows (USD $)
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12 Months Ended | 42 Months Ended | |
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Dec. 31, 2011
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Dec. 31, 2010
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Dec. 31, 2011
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CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net income (loss) | $ (118,693) | $ 23,914 | $ (98,876) |
Changes in operating assets and liabilities: | |||
Other assets | (33) | (33) | |
Accounts payable | 18,757 | 18,757 | |
Accrued liabilities and other payable | 52,535 | 2,995 | 56,515 |
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | (47,434) | 26,909 | (23,637) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Proceeds from related parties | 48,492 | 56,103 | 120,418 |
Collection of subscription receivable | 100 | 100 | |
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | 48,592 | 56,103 | 120,518 |
NET INCREASE IN CASH | 1,158 | 83,012 | 96,881 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | 95,723 | 12,711 | |
CASH AND CASH EQUIVALENTS AT END OF YEAR | 96,881 | 95,723 | 96,881 |
Supplementary Disclosures for Cash Flow Information: | |||
Income taxes paid | |||
Interest paid |
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Description of Business and Organization
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12 Months Ended |
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Dec. 31, 2011
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Description of Business and Organization [Abstract] | |
Description of Business and Organization | 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 markets three-dimensional (3D) hardware display devices designed by affiliates and manufactured by third parties. Such products have application in industries where LCD monitors and LED panels are utilized, including location based entertainment, computer monitors, telecommunications, mobile phones and other hand held devices. L3D has the following wholly owned subsidiaries, Living 3D (Hong Kong) Ltd, 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. L3D is a development stage company as defined by Accounting Standards Codification 915-15 (ASC 915-15) Accounting and Reporting by Development Stage Enterprises. 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 Exchange Agreement 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, the Company became Living 3D'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. |
Consolidated Balance Sheets (Parenthetical) (USD $)
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Dec. 31, 2011
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Dec. 31, 2010
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Common Stock, par or stated value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 90,000,000 | 90,000,000 |
Common Stock, shares issued | 69,703,480 | 62,590,880 |
Common Stock, shares outstanding | 69,703,480 | 62,590,880 |
Preferred Stock, par or stated value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Document and Entity Information (USD $)
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12 Months Ended | ||
---|---|---|---|
Dec. 31, 2011
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Mar. 31, 2012
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Jun. 30, 2011
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Document and Entity Information | |||
Entity Registrant Name | Living 3D Holdings, Inc. | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2011 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0000093205 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 69,703,480 | ||
Entity Public Float | $ 795,024 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Document Fiscal Year Focus | 2011 | ||
Document Fiscal Period Focus | FY |
Consolidated Statements of Operations and Comprehensive Income (USD $)
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12 Months Ended | 42 Months Ended | |
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Dec. 31, 2011
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Dec. 31, 2010
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Dec. 31, 2011
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Revenue | $ 21,237 | $ 137,555 | $ 158,792 |
Cost of revenue | 18,756 | 99,997 | 118,753 |
Gross profit | 2,481 | 37,558 | 40,039 |
Operating expenses | |||
General and administrative expenses | 121,127 | 13,775 | 138,999 |
Total operating expenses | 121,127 | 13,775 | 138,999 |
Income (loss) from operations | (118,646) | 23,783 | (98,960) |
Other income (expense) | (47) | 131 | 84 |
Income (loss) before income tax | (118,693) | 23,914 | (98,876) |
Income tax expenses | |||
Net Income (Loss) | (118,693) | 23,914 | (98,876) |
Other Comprehensive Income (Loss) | |||
Total Comprehensive Income (Loss) | $ (118,693) | $ 23,914 | $ (98,876) |
Basic and Diluted Earnings (Loss) per Common Share | $ 0.00 | $ 0.00 | |
Weighted Average Common Shares; Basic and Diluted | 63,058,558 | 62,590,880 |
Income Taxes
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12 Months Ended | |||||||||||||||||||||||||||||||||||
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Dec. 31, 2011
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Income Taxes [Abstract] | ||||||||||||||||||||||||||||||||||||
Income Taxes | NOTE 5 INCOME TAXES Living 3D Holdings Ltd is registered in BVI and under the current laws of the BVI, is not subject to incomes taxes. Living 3D (Hong Kong) Ltd is registered in Hong Kong and Hong Kong profits tax is calculated at 16.5% of the estimated assessable profit for the period. A reconciliation between the income tax computed at the U.S. statutory rate the Companys provision for income tax is as follows:
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 Enterprises 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 financial statement. 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 financial statements as tax expense. |
Related Party Transactions
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12 Months Ended |
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Dec. 31, 2011
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Related Party Transactions [Abstract] {1} | |
Related Party Transactions | NOTE 4 RELATED PARTY TRANSACTIONS The due to related party balances at December 31, 2011 and 2010 represents advance from Wong Jimmy Kent Lam, the Companys CEO and principal owner to support the Companys operation. It was unsecured and non-interest bearing without terms and maturity. |