Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 14, 2018 | |
Details | ||
Registrant Name | Living 3D Holdings, Inc. | |
Registrant CIK | 93,205 | |
SEC Form | 10-Q | |
Period End date | Jun. 30, 2018 | |
Fiscal Year End | --12-31 | |
Trading Symbol | ltdh | |
Tax Identification Number (TIN) | 870,451,230 | |
Number of common stock shares outstanding | 70,697,043 | |
Filer Category | Smaller Reporting Company | |
Current with reporting | Yes | |
Voluntary filer | No | |
Well-known Seasoned Issuer | No | |
Emerging Growth Company | false | |
Ex Transition Period | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Contained File Information, File Number | 000-01900 | |
Entity Incorporation, State Country Name | Nevada | |
Entity Address, Address Line One | Rm. 1801-02, Office Tower Two, Grand Plaza, | |
Entity Address, Address Line Two | 625 Nathan Road | |
Entity Address, City or Town | Mongkok, Kowloon | |
Entity Address, Country | Hong Kong | |
City Area Code | 852 | |
Local Phone Number | 3563-9280 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash and cash equivalents | $ 2,968 | $ 50,668 |
Accounts receivable | 3,024 | 7,257 |
Prepaid expense and other receivable | 29 | 0 |
Total Current Assets | 6,021 | 57,925 |
Website Development Costs | 128,205 | 153,846 |
Property and equipment, net | 1,310 | 2,097 |
TOTAL ASSETS | 135,536 | 213,868 |
Current Liabilities | ||
Account payable | 5,128 | 5,128 |
Accrued liabilities and other payables | 189,695 | 184,069 |
Due to related parties | 424,901 | 441,197 |
Total Current Liabilities | 619,724 | 630,394 |
TOTAL LIABILITIES | 619,724 | 630,394 |
SHAREHOLDERS' DEFICIT | ||
Preferred stock, $.001 par value, 10,000,000 shares authorized, no shares issued or outstanding | 0 | 0 |
Common stock, $.001 par value, 290,000,000 shares authorized, 70,697,043 shares issued and outstanding at June 30, 2018 and December 31, 2017 | 70,697 | 70,697 |
Additional paid-in capital | (69,215) | (69,215) |
Accumulated deficit | (485,670) | (418,008) |
TOTAL SHAREHOLDERS' DEFICIT | (484,188) | (416,526) |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | $ 135,536 | $ 213,868 |
Consolidated Balance Sheets - P
Consolidated Balance Sheets - Parenthetical - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
Details | ||
Preferred Stock, Par or Stated Value Per Share | $ 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 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 290,000,000 | 290,000,000 |
Common Stock, Shares, Issued | 70,697,043 | 70,697,043 |
Common Stock, Shares, Outstanding | 70,697,043 | 70,697,043 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Details | ||||
Revenue | $ 460 | $ 1,282 | $ 3,024 | $ 6,538 |
Cost of Revenue | 16,132 | 0 | 16,132 | 5,128 |
Gross Profit (Loss) | (15,672) | 1,282 | (13,108) | 1,410 |
Operating Expenses | ||||
General and administrative expenses | 21,084 | 57,817 | 54,554 | 82,304 |
Total Operating Expenses | 21,084 | 57,817 | 54,554 | 82,304 |
Net Loss | $ (36,756) | $ (56,535) | $ (67,662) | $ (80,894) |
Basic and Diluted Loss per Common Share | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted Average Common Shares; Basic and Diluted | 70,697,043 | 30,697,043 | 70,697,043 | 30,034,060 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Shareholders' Deficit - 6 months ended Jun. 30, 2018 - USD ($) | Common Stock | Additional Paid-in Capital | Retained Earnings | Total |
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2017 | $ 70,697 | $ (69,215) | $ (418,008) | $ (416,526) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2017 | 70,697,043 | |||
Net Loss | $ 0 | 0 | (67,662) | (67,662) |
Stockholders' Equity Attributable to Parent, Ending Balance at Jun. 30, 2018 | $ 70,697 | $ (69,215) | $ (485,670) | $ (484,188) |
Shares, Outstanding, Ending Balance at Jun. 30, 2018 | 70,697,043 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (67,662) | $ (80,894) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization expenses | 26,428 | 786 |
Changes in operating assets and liabilities | ||
Accounts receivable | 4,233 | (1,282) |
Prepaid expense and other receivable | (29) | 0 |
Accrued liabilities and other payables | 41,659 | 78,108 |
Account payable | 0 | 5,128 |
CASH PROVIDED BY OPERATING ACTIVITIES | 4,629 | 1,846 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Repayments to related party | (116,772) | (2,000) |
Proceeds from related party | 64,443 | 0 |
Capital contribution of subsidiary | 0 | 1,282 |
CASH USED IN FINANCING ACTIVITIES | (52,329) | (718) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (47,700) | 1,128 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 50,668 | 667 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 2,968 | 1,795 |
NON-CASH TRANSACTIONS | ||
Operating expenses paid by related parties | 36,033 | 65,922 |
Website development costs paid by related party | 0 | 38,462 |
Issuance of common stock in connection with acquisition of subsidiary | 0 | 30,000 |
Supplementary Disclosure for Cash Flow Information: | ||
Income taxes paid | 0 | 0 |
Interest paid | $ 0 | $ 0 |
NOTE 1 - DESCRIPTION OF BUSINES
NOTE 1 - DESCRIPTION OF BUSINESS AND ORGANIZATION | 6 Months Ended |
Jun. 30, 2018 | |
Notes | |
NOTE 1 - DESCRIPTION OF BUSINESS AND ORGANIZATION | NOTE 1 - DESCRIPTION OF BUSINESS AND ORGANIZATION Living 3D Holdings, Inc. (“we”, “our”, the “Company”) is a Nevada corporation. 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 all the Company’s subsidiaries as of September 30, 2015, namely Living 3D (Hong Kong) Limited, 3D Capital Holdings Inc. Columbia College Hollywood International Limited and Living 3D Technology Group Limited to Jimmy Kent-Lam Wong for a total consideration of $100 effective October 1, 2015. On December 30, 2016, the Company entered into a share acquisition and exchange agreement (the "Share Acquisition and Exchange I") 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 I, 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 I 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 I, 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. 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. With a view of diversifying its existing business, the Company has entered another share acquisition and exchange agreement (the "Share Acquisition and Exchange II") on December 4, 2017 with Hong Kong Cryptocurrency Exchange Limited (the “HKCCEX”), a company incorporated in Hong Kong Special Administrative Region on April 19, 2017. Under the Share Acquisition and Exchange II, the Company will issue an aggregate of 40,000,000 shares of its common stock at par value of $0.001 each to the shareholder of HKCCEX in exchange for all of the issued and outstanding stock of HKCCEX. The Share Acquisition and Exchange II was closed on December 28, 2017 and the 40,000,000 shares of the Company’s common stock were issued on the same day. As a result of the Share Acquisition and Exchange II, HKCCEX became the Company’s wholly-owned subsidiary. The acquisition of HKCCEX by the Company has been accounted for as business combination between entities under common control since the Company and HKCCEX are controlled by the same group of shareholders before and after the reorganization. As a result, the Company accounted for the operations of HKCCEX on a retrospective basis in the Company’s consolidated financial statements from the inception date of HKCCEX on April 19, 2017. Accordingly, the consolidated statement of operations for the three and six months ended June 30, 2017 and the consolidated statement of cash flows for the six months ended June 30, 2017 have been retrospectively stated in this report to reflect HKCCEX’s accounts at their historical amount as of those dates. The Company, through its subsidiary, HKCCEX, a FinTech company, focuses on developing no-frills software solution that facilitate the wide spread adoption of cutting edge technological ideas. 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
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2017 | |
Notes | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Generally, the Company has two revenue streams from its operations. 1) Revenue derived from the provision of website, game or advertising design services which is recognized at a point in time when the services have been delivered and the customer has obtained control of promised services. 2) Revenue derived from the contracts with customers to grant the right to use the web base trading system of cryptocurrency in exchange for the commission based on the trading transactions of the end users which is recognized at a point in time when the cryptocurrency trading transactions occur. |
NOTE 3 - GOING CONCERN
NOTE 3 - GOING CONCERN | 6 Months Ended |
Jun. 30, 2018 | |
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 has a working capital deficit of $613,703 as of June 30, 2018 and has limited cash flow from operations for the six months ended June 30, 2018. The Company suffered recurring losses from operations. 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. 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 TRANSACT
NOTE 4 - RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2018 | |
Notes | |
NOTE 4 - RELATED PARTY TRANSACTIONS | 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; Wai Tak Edward Lau, the Company’s director; Due to Related Parties Due to related parties consists of the following: Man Wah Stephen Yip So Ka Yan Total Balance at December 31, 2017 $ 123,420 $ 317,777 $ 441,197 Expenses paid on behalf of the Company 24,749 11,284 36,033 Advances to the Company - 64,443 64,443 Less: Repayments received from the Company - (116,772) (116,772) Balance at June 30, 2018 $ 148,169 $ 276,732 $ 424,901 The amounts due to related parties represent expenses paid on behalf and advances received to support the operation of the Company. They are unsecured, bear no interest and are repayable on demand. 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. The Company has another office which is situated at 10 th Floor, Si Toi Commercial Building, 32 Queen Street, Sheung Wan, Hong Kong. This office is furnished to the Company by Wai Tak Edward Lau, who was newly appointed as a director of the Company on February 7, 2018, at no charge. Service Provided by Related Party Harris Yeung, a personal assistant of CEO, provided non-compensated book keeping service to the Company during the six months ended June 30, 2018 and for the year ended December 31, 2017. |
NOTE 5 - CONCENTRATION OF CREDI
NOTE 5 - CONCENTRATION OF CREDIT RISKS AND MAJOR CUSTOMERS | 6 Months Ended |
Jun. 30, 2018 | |
Notes | |
NOTE 5 - CONCENTRATION OF CREDIT RISKS AND MAJOR CUSTOMERS | NOTE 5 – CONCENTRATION OF CREDIT RISKS AND MAJOR CUSTOMERS For the six months ended June 30, 2017, customer A and B accounted for 80% and 20% of the total revenue, respectively. At June 30, 2018, customer B and E accounted for 85% and 15 % of the accounts receivable, respectively. At December 31, 2017, customer B and D accounted for 41% and 59% of the accounts receivable, respectively. At June 30, 2018 and December 31, 2017, the same subcontractor accounted for 100% of account payable. |
NOTE 2 - SUMMARY OF SIGNIFICA12
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Policies | |
A. BASIS OF PREPARATION | A. BASIS OF PREPARATION AND PRINCIPLES OF CONSOLIDATION The consolidated financial statements are prepared in accordance with generally accepted accounting principles used in the United States of America. 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"). The accompanying unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company's latest annual report on Form 10-K filed with the SEC. 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. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements as reported in the Form 10-K for the fiscal year ended December 31, 2017, have been omitted. |
B. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | Generally, the Company has two revenue streams from its operations. 1) Revenue derived from the provision of website, game or advertising design services which is recognized at a point in time when the services have been delivered and the customer has obtained control of promised services. 2) Revenue derived from the contracts with customers to grant the right to use the web base trading system of cryptocurrency in exchange for the commission based on the trading transactions of the end users which is recognized at a point in time when the cryptocurrency trading transactions occur. |
NOTE 4 - RELATED PARTY TRANSA13
NOTE 4 - RELATED PARTY TRANSACTIONS (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Tables/Schedules | |
Schedule of Related Party Transactions | Due to related parties consists of the following: Man Wah Stephen Yip So Ka Yan Total Balance at December 31, 2017 $ 123,420 $ 317,777 $ 441,197 Expenses paid on behalf of the Company 24,749 11,284 36,033 Advances to the Company - 64,443 64,443 Less: Repayments received from the Company - (116,772) (116,772) Balance at June 30, 2018 $ 148,169 $ 276,732 $ 424,901 |
NOTE 1 - DESCRIPTION OF BUSIN14
NOTE 1 - DESCRIPTION OF BUSINESS AND ORGANIZATION (Details) - USD ($) | Nov. 30, 2015 | Jun. 30, 2018 | Dec. 31, 2015 | Dec. 31, 2017 |
Shares sold on Stock Purchase Agreement | 37,883,841 | |||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||
Jimmy Kent-Lam Wong | L3D | ||||
Consideration for shares sold | $ 100 | |||
Jimmy Kent-Lam Wong | Common Stock | ||||
Equity Method Investment, Ownership Percentage | 54.35% | |||
Sugar Technology Group Holdings Corporation | ||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | |||
Sugar Technology Group Holdings Corporation | Common Stock | ||||
Stock Issued During Period, Shares, Acquisitions | 30,000,000 | |||
Hong Kong Cryptocurrency Exchange Limited | ||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | |||
Hong Kong Cryptocurrency Exchange Limited | Common Stock | ||||
Stock Issued During Period, Shares, Acquisitions | 40,000,000 |
NOTE 3 - GOING CONCERN (Details
NOTE 3 - GOING CONCERN (Details) | Jun. 30, 2018USD ($) |
Details | |
Working Capital Deficit | $ (613,703) |
NOTE 4 - RELATED PARTY TRANSA16
NOTE 4 - RELATED PARTY TRANSACTIONS: Schedule of Related Party Transactions (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Man Wah Stephen Yip | |||
Due to related parties | $ 148,169 | $ 123,420 | |
Operating expenses paid by related parties | 24,749 | ||
Proceeds from related party | 0 | ||
Less: Repayments received from the Company | 0 | ||
So Ka Yan | |||
Due to related parties | 276,732 | 317,777 | |
Operating expenses paid by related parties | 11,284 | ||
Proceeds from related party | 64,443 | ||
Less: Repayments received from the Company | (116,772) | ||
Due to related parties | 424,901 | $ 441,197 | |
Operating expenses paid by related parties | 36,033 | $ 65,922 | |
Proceeds from related party | 64,443 | $ 0 | |
Less: Repayments received from the Company | $ (116,772) |
NOTE 4 - RELATED PARTY TRANSA17
NOTE 4 - RELATED PARTY TRANSACTIONS (Details) | 6 Months Ended |
Jun. 30, 2018USD ($)ft² | |
Executive office | ft² | 400 |
Man Wah Stephen Yip | |
Rent expense | $ | $ 0 |
NOTE 5 - CONCENTRATION OF CRE18
NOTE 5 - CONCENTRATION OF CREDIT RISKS AND MAJOR CUSTOMERS (Details) | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 |
Sales Revenue, Net | Customer B | ||||
Concentration Risk, Percentage | 85.00% | 20.00% | ||
Sales Revenue, Net | customer E | ||||
Concentration Risk, Percentage | 15.00% | |||
Sales Revenue, Net | Customer A | ||||
Concentration Risk, Percentage | 80.00% | |||
Accounts Receivable | Customer B | ||||
Concentration Risk, Percentage | 85.00% | 41.00% | ||
Accounts Receivable | customer E | ||||
Concentration Risk, Percentage | 15.00% | |||
Accounts Receivable | Customer D | ||||
Concentration Risk, Percentage | 59.00% | |||
Account Payable | Vendor A | ||||
Concentration Risk, Percentage | 100.00% | 100.00% |