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EXCEL - IDEA: XBRL DOCUMENT - LIVING 3D HOLDINGS, INC.Financial_Report.xls
EX-14.1 - CODE OF ETHICS AND CONDUCT - LIVING 3D HOLDINGS, INC.exfourteenone.htm
EX-32.1 - EXHIBIT 32.1 - LIVING 3D HOLDINGS, INC.exthirtytwoone.htm
EX-32.2 - EXHIBIT 32.2 - LIVING 3D HOLDINGS, INC.exthirtytwotwo.htm
EX-31.2 - EXHIBIT 31.2 - LIVING 3D HOLDINGS, INC.exthirtyonetwo.htm
EX-31.1 - EXHIBIT 31.1 - LIVING 3D HOLDINGS, INC.exthirtyoneone.htm
10-K - LIVING 3D HOLDINGS 10K 2011 - LIVING 3D HOLDINGS, INC.livingthreedkeleven.htm
Exhibit 99.1
 
LIVING 3D HOLDINGS, INC.

CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

Index to Financial Statements

   
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


 
 
 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Shareholders of Living 3D Holdings, Inc.
(A Development Stage Company)
 
We have audited the consolidated balance sheets of Living 3D Holdings, Inc. and its Subsidiaries (collectively, the "Company") as of December 31, 2011 and 2010, and the related consolidated statements of operations and comprehensive income, consolidated statements of shareholders' equity (deficit) and consolidated statements of cash flows for the years then ended and for the period from June 23, 2008 (inception) to December 31, 2011. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
 
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2011 and 2010, and the consolidated results of their operations and their cash flows for the years then ended and for the period from June 23, 2008 (inception) through December 31, 2011, in conformity with accounting principles generally accepted in the United States of America.
 
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has minimal revenue to date and is dependent upon obtaining adequate financing to fulfill its development activities. These factors raise substantial doubts about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also discussed in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
/s/ MALONEBAILEY, LLP
www.malonebailey.com
Houston, Texas
April 16, 2012


 
 
F - 1

 

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
 

 
 
F - 2

 


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
 



 
 
F - 3

 

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
 

 
F - 4

 
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
 



 
 
F - 5

 

LIVING 3D HOLDINGS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
NOTE 1 - DESCRIPTION OF BUSINESS AND ORGANIZATION
 
Living 3D Holdings Ltd (“L3D”) was incorporated in the British Virgin Islands (the “BVI”) on June 23, 2008. L3D 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.
 
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.

 
 
F - 6

 

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):
 
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

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.

 
 
F - 7

 

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.
 
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 Company’s 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 Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
 
NOTE 4 – RELATED PARTY TRANSACTIONS
 
The due to related party balances at December 31, 2011 and 2010 represents advance from Wong Jimmy Kent Lam, the Company’s CEO and principal owner to support the Company’s operation. It was unsecured and non-interest bearing without terms and maturity.


 
 
F - 8

 

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 Company’s provision for income tax is as follows:
 
 
 
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 %

Accounting for Uncertainty in Income Taxes
 
The company adopted the provisions of Accounting for Uncertainty in Income Taxes. The provision clarify the accounting for uncertainty in income taxes recognized in an Enterprise’s financial statements in accordance with the standard “Accounting for Income Taxes,”, and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The provisions of Accounting for Uncertainty in Income Taxes also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.
 
The company has evaluated and concluded that there are no significant uncertain tax positions required recognition in its 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.

 
 
F - 9