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QUARTERLY 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 OF 1934
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Nevada
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86-87-0451230
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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109 Lafayette Street, Suite 802
New York, New York 10013
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(Address of principal executive offices)
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(212) 925-4759
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(Registrant’s telephone number, including area code)
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________________________________________________________________
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(Former name, former address and former fiscal year, if changed since last report)
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Class
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Outstanding at November 14, 2013
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Common Stock, $.001 par value
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69,703,480
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(c)
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Exhibits.
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31.1*
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Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2*
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Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32.1*
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Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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101**
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Interactive Data File
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* Previously filed or furnished as an exhibit to the Company’s Quarterly Report Form 10-Q for the quarter ended September 30, 2013.
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** Furnished with this Form 10-Q/A.
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Living 3D Holdings, Inc.
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Date: December 6, 2013
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/s/ Wong Jimmy Kent-Lam
Name: Wong Jimmy Kent-Lam
Title: Chief Executive Officer and Chairman of the Board of Directors
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Date: December 6, 2013
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/s/ Kin Wah Ngai
Name: Kin Wah Ngai
Title: Chief Financial Officer and Director
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31.1*
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Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2*
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Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32.1*
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Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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101**
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Interactive Data File
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Note 4 - Related Party Transactions (Details) (USD $)
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Aug. 28, 2013
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Sep. 30, 2013
Jimmy Kent-Lam Wong
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Equity Method Investment, Ownership Percentage | 60.00% | |
Debt Instrument, Face Amount | $ 250,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 7.33% |
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Consolidated Statements of Operations and Comprehensive Income (Unaudited) (Stated in US dollars) (USD $)
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3 Months Ended | 9 Months Ended | 63 Months Ended | ||
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Sep. 30, 2013
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Sep. 30, 2012
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Sep. 30, 2013
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Sep. 30, 2012
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Sep. 30, 2013
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Income Statement | |||||
Revenue | $ 6,104 | $ 164,896 | |||
Cost of revenue | 5,548 | 124,301 | |||
Gross profit | 556 | 40,595 | |||
Operating expenses | |||||
General and administrative expenses | 197,599 | 189,065 | 433,123 | 480,218 | 1,187,401 |
Total operating expenses | 197,599 | 189,065 | 433,123 | 480,218 | 1,187,401 |
Loss from operations | (197,599) | (189,065) | (432,567) | (480,218) | (1,146,806) |
Other income (expense) | (64) | 1,026 | (126) | 1,022 | 985 |
Net loss | (197,663) | (188,039) | (432,693) | (479,196) | (1,145,821) |
Less: Net loss attributable to non-controlling interest | (31,149) | (31,149) | (31,149) | ||
Net loss attributable to Living 3D Holdings, Inc. | (166,514) | (188,039) | (401,544) | (479,196) | (1,114,672) |
Comprehensive income (loss) | |||||
Net loss | (197,663) | (188,039) | (432,693) | (479,196) | (1,145,821) |
Foreign currency translation gain | 1,793 | 1,793 | 1,793 | ||
Comprehensive loss | (195,870) | (188,039) | (430,900) | (479,196) | (1,144,028) |
Comprehensive loss attributable to non-controlling interest | (30,163) | (30,163) | (30,163) | ||
Comprehensive loss attributable to Living 3D Holdings, Inc. | $ (165,707) | $ (188,039) | $ (400,737) | $ (479,196) | $ (1,113,865) |
Basic and diluted earnings (loss) per common share | $ 0.00 | $ 0.00 | $ (0.01) | $ (0.01) | |
Weighted average common shares; basic and diluted | 69,703,480 | 69,703,480 | 69,703,480 | 69,703,480 |
Note 4 - Related Party Transactions
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9 Months Ended | |||||||||||||||
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Sep. 30, 2013
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Notes | ||||||||||||||||
Note 4 - Related Party Transactions | NOTE 4 RELATED PARTY TRANSACTIONS
The related parties consist of the following:
Jimmy Kent-Lam Wong, the Companys CEO and principal shareholder Kingdom Industry Group Inc., Jimmy Kent-Lam Wong is one of the two directors and owns a 60% interest
Due to related parties consists of the following:
The amounts due to Jimmy Kent-Lam Wong represent advances from him to support the Companys operations. They are unsecured and non-interest bearing without terms and maturity dates.
On August 28, 2013, the Company obtained a loan of $250,000 from Kingdom Industry Group Inc. The loan is unsecured, bears interest of 7.33% per annum and is to be repayable within two years from the date of the loan agreement. |
Note 4 - Related Party Transactions: Due to Related Parties (Details) (USD $)
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Sep. 30, 2013
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Dec. 31, 2012
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Due to Related Parties, Current | $ 496,070 | $ 184,807 |
Jimmy Kent-Lam Wong
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Due to Related Parties, Current | 246,070 | 184,807 |
Kingdom Industry Group Inc
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Due to Related Parties, Current | $ 250,000 |
Note 2 - Summary of Significant Accounting Policies
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9 Months Ended |
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Sep. 30, 2013
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Notes | |
Note 2 - 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.
The accompanying unaudited interim financial statements of Living 3D Holdings, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (SEC), and should be read in conjunction with the audited financial statements and notes thereto contained in the Companys latest Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results of operations for the interim periods presented have been reflected herein. The results of operations for such interim periods are not necessarily indicative of operations for a full year. Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year, 2012, as reported in Form 10-K, have been omitted.
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Note 5 - Non-controlling Interest
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9 Months Ended |
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Sep. 30, 2013
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Notes | |
Note 5 - Non-controlling Interest | NOTE 5 NON-CONTROLLING INTEREST
On June 18, 2013, Living 3D (Hong Kong) Limited ("L3D-HK") entered into an agreement with China 3D Industrial Park Company Limited, a Chinese corporation ("China 3D"), and Tianjin 3D Technology Company Limited, a Chinese corporation ("Tianjin 3D"), to form a joint venture, 3D Science & Cultural Products International Exchange Center. The principal activities of the joint venture will be the provision of a platform for exhibition and trading of 3D products and transfer of 3D technology.
The total capital of 3D Science & Cultural Products International Exchange Center will be RMB 10,000,000 (approximately $1.6 million). L3D-HK and China 3D have each committed to contribute RMB 4,500,000 (approximately $0.7 million) of such amount and each would own 45% of the joint venture. L3D-HK and China 3D are to make their respective capital contributions as follows: RMB 1,500,000 (approximately $0.24 million) on or before July 31, 2013; RMB 1,500,000 (approximately $0.24 million) on or before December 31, 2013; RMB 1,500,000 (approximately $0.24 million) on or before May 31, 2014. Tianjin 3D will contribute certain assets valued at RMB 1,000,000 (approximately $0.16 million) for its equity interest of 10% in the joint venture.
Both L3D-HK and China 3D made their first capital contribution of RMB 1,500,000 (approximately $0.24 million) in August 2013. In July 2013, 3D Science & Cultural Products International Exchange Center obtained its business license from The Administration of Industry and Commerce.
The Company also entered into a memorandum of understanding (the Gegu MOU) effective July 12, 2013 with Tianjin Gegu Economy Development Administration and Service Center (Gegu) pursuant to which the parties have agreed to form the 3D Science & Cultural Products International Exchange Center (the Center). The Center is intended for international and domestic partners to engage in commerce in 3D technology, culture and education related products.
Gegu has agreed to provide the Company with the use of four buildings and one exhibition building, aggregating approximately 5,910, square meters for use in setting up the Center. Gegu is an entity owned by the local government of Gegu, Jinnan, Tianjin. The Gegu MOU provides that Gegu will not charge the Company any rent or administration fees. However, the Company has agreed to pay 25% of the net profit of the Center, if any, to Gegu. The Company does not expect that the Center will achieve profitability within at least the first three years of operations. Moreover, there can be no assurance that the Center will achieve profitability after three years, if at all.
Jimmy Kent-Lam Wong, the Company's CEO, a director and principal shareholder, is also one of the two directors of China 3D and through his affiliates owns a 50% interest in China 3D. Chang Li, the Company's Chief Technology Officer and a director, is the second director of China 3D. Additionally, Chang Li is the sole director and shareholder of Tianjin 3D, which also owns a 50% interest in China 3D. Though L3D-HK only owns 45% of 3D Science & Cultural Products International Exchange Center per the agreement, Jimmy Kent-Lam Wong and Chang Li have actual control of 3D Science & Cultural Products International Exchange Center through their equity interests in L3D-HK, China 3D, and Tianjin 3D. Accordingly, the results of 3D Science & Cultural Products International Exchange Center are included in the consolidated statements of the Company. The portion of the income or loss applicable to non-controlling interest is reflected in the consolidated statements of operations.
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Note 3 - Going Concern
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9 Months Ended |
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Sep. 30, 2013
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Notes | |
Note 3 - 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 Jimmy Kent-Lam Wong, the Companys Chief Executive Officer ("CEO") and principal shareholder. The Company will need to raise additional capital, including through the sale of equity securities or otherwise, to support its operations 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. |