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EXCEL - IDEA: XBRL DOCUMENT - One2one Living CorpFinancial_Report.xls
EX-32.1 - SECTION 1350 CERTIFICATION OF CHIEF EXECUTIVE OFFICER - One2one Living Corpf10q0912ex32i_one2oneliving.htm
EX-31.1 - RULE 13(A)-14(A)/15(D)-14(A) CERTIFICATION OF CHIEF EXECUTIVE OFFICER - One2one Living Corpf10q0912ex31i_one2oneliving.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM  10-Q

(Mark One)

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

For the quarterly period ended September 30, 2012 or

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

For the transition period from_______________________to___________________________

333-156950
Commission File Number

ONE2ONE LIVING CORPORATION
(Exact name of registrant as specified in it’s charter)
 
Nevada   20-4281128
(State or other jurisdiction of incorporation or organization)      (I.R.S. Employer Identification No.)

2121 S. Hiawassee Road Suite 4640
Orlando FL 32835
 (Address of principal executive offices)

+ 416 889-8276
(Registrant’s telephone number, including area code)

Jinmimi Network Inc.
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  
x yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o yes      x No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer o Accelerated filer o Non-accelerated filer o  (Do not check if a smaller reporting company) Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). x Yes     o No

APPLICABLE ONLY TO CORPORATE ISSUERS:
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of August 14, 2012: 87,650,000 shares
 


 
 
 
 
 
TABLE OF CONTENTS
 
PART I—FINANCIAL INFORMATION
3
     
Item 1.
Financial Statements.
3
     
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
4
     
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
5
     
Item 4.
Controls and Procedures.
5
     
PART II—OTHER INFORMATION
5
   
Item 1.
Legal Proceedings.
5
     
Item 1A.
Risk Factors.
5
     
Item 2.
Unregistered Sales of Securities and Use of Proceeds.
5
     
Item 3.
Defaults Upon Senior Securities.
5
     
Item 4.
Submission of Matters to a Vote of Security Holders.
6
     
Item 5.
Other Information.
6
     
Item 6.
Exhibits.
6
     
SIGNATURES
7
 
 
2

 
 
PART I—FINANCIAL INFORMATION
 
Item 1. Financial Statements.
 
ONE2ONE LIVING CORPORATION
(Formerly Jinmimi Network Inc.)
 (A Development Stage Company)

FINANCIAL STATEMENTS

September 30, 2012
(Unaudited)
 
BALANCE SHEETS
F-1
   
STATEMENTS OF OPERATIONS
F-2
   
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
F-3
   
STATEMENTS OF CASH FLOWS
F-4
   
NOTES TO FINANCIAL STATEMENTS
F-5
 
 
3

 
 
ONE2ONE LIVING CORPORATION
(Formerly Jinmimi Network Inc.)
(A Development Stage Company)

BALANCE SHEETS
(Unaudited)

   
September 30,
2012
   
December 31,
2011
 
         
(audited)
 
ASSETS
 
             
CURRENT ASSETS
           
     Cash
  $ 39,204     $ 163  
     Subscription receivables
    2,000       2,000  
     Prepaid expenses
    -       14,352  
     Promissory note and accrued Interest (Note 5)
    395,968       -  
                 
TOTAL CURRENT ASSETS
  $ 437,172     $ 16,515  
   
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
 
                 
CURRENT LIABILITIES
               
Accounts payable and accrued liabilities
  $ 7,067     $ 8,000  
     Due to related party (Note 4)
    33,362       29,500  
                 
 TOTAL CURRENT LIABILITIES
    40,429       37,500  
                 
STOCKHOLDERS’ EQUITY (DEFICIT)
               
Capital stock (Note 10)
               
 Authorized 50,000,000 shares of preferred stock, $0.0001 par value (none issued)
               
  300,000,000 shares of common stock, $0.0001 par value,
               
Issued and outstanding
               
87,650,000 shares of common stock (December 31, 2011 –87,150,00)
    8,765       8,715  
     Additional paid-in capital
    930,778       680,828  
     Shares Subscribed
    260,000          
Deficit accumulated during the development stage
    (806,365 )     (714,093 )
    Accumulated other comprehensive income
    3,565       3,565  
                 
TOTAL  STOCKHOLDERS’ EQUITY (DEFICIT)
    396,743       (20,985 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
  $ 437,172     $ 16,515  
 
The accompanying notes are an integral part of these financial statements.
 
 
F-1

 
 
ONE2ONE LIVING CORPORATION
(Formerly Jinmimi Network Inc.)
 (A Development Stage Company)

STATEMENTS OF OPERATIONS
(Unaudited)
 
   
Three Months Ended
September 30
   
 
Nine Months Ended
September 30
   
November 13,
2008 (inception)
to September 30,
 
   
2012
   
2011
   
2012
   
2011
   
2012
 
                               
REVENUES
                             
Net revenues
  $ -     $ -     $ -     $ -     $ 4,785  
Cost of net revenues
    -       -       -       -     $ (5,841 )
                                         
GROSS PROFIT
  $ -     $ -     $ -     $ -     $ (1,056 )
                                         
OPERATING EXPENSES
                                       
General and administration
    (5,874 )     (26,476     (42,388     (51,020     (384,769
Marketing expense
    (35,000 )     -       (41,000 )     -       (41,000 )
                                         
 TOTAL OPERATING LOSS
  $ (40,874 )   $ (26,476 )   $ (83,388 )   $ (51,020 )   $ (426,825 )
                                         
Net investment loss
    -       -       -       -       5,287  
Other expense
    (14,352 )     -       (14,352 )     -       (96,465 )
Interest income
    2,948       -       5,468       -       13,344  
Loss on deconsolidation
    -       -       -       -       (301,706 )
                                         
LOSS BEFORE INCOME TAXES
    (52,278 )     (26,476 )     (92,272 )     (51,020 )     (806,365 )
Income taxes
    -       -       -       -       -  
                                         
NET LOSS
    (52,278 )     (26,476 )     (92,272 )     (51,020 )     (806,365 )
                                         
Foreign currency translation adjustment
    -       153       -       425       3,565  
                                         
COMPREHENSIVE LOSS
  $ (52,278 )   $ (26,323 )   $ (92,272 )   $ (50,595 )   $ (802,800 )
                                         
BASIC LOSS PER COMMON SHARE
  $ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.00 )        
                                         
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING-BASIC
      87,650,000         18,766,667         87,650,000         22,255,556          

The accompanying notes are an integral part of these financial statements.
 
 
F-2

 
 
ONE2ONE LVING CORPORATION
(Formerly Jinmimi Network Inc.)
(A Development Stage Company)

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE PERIOD FROM NOVEMBER 13, 2008 (INCEPTION) TO SEPTEMBER 30, 2012
(Unaudited)
 
   
Common Stock
   
Additional Paid-
               
Accumulated
other
       
   
Number of
shares
   
Amount
   
In-
Capital
   
Shares
Subscribed
   
Accumulated
deficit
   
comprehensive
income
   
Total
 
Common shares issued
    20,000,000     $ 2,000     $ -     $ -     $ -     $ -     $ 2,000  
Balance December 31, 2008
    20,000,000       2,000       -       -       -       -       2,000  
                                                         
Issuance of common stock
    4,000,000       400       99,600       -       -       -       100,000  
                                                         
Net loss
    -       -       -       -       (130,683 )     -       (130,683 )
Foreign currency – translation adjustment
    -       -       -       -       -       301       301  
Balance, December 31, 2009
    24,000,000       2,400       99,600       -       (130,683 )     301       (28,382 )
                                                         
Shareholders contribution
    -       -       587,543       -       -       -       587,543  
Net loss
    -       -       -       -       (494,099 )     -       (494,099  
Foreign currency – translation adjustment
    -       -       -       -       -       2,693       2,693  
Balance, December 31, 2010
    24,000,000       2,400       687,143       -       (624,782 )     2,994       67,755  
Cancellation of Shares August 31, 2011
    (15,700,000 )     (1,570 )     1,570       -       -       -       -  
                                                         
Stock Payable – October 5, 2011
    78,850,000       7,885       (7,885 )     -       -       -       -  
Net loss
    -       -       -       -       (89,311 )     -       (89,311 )
Foreign currency- translation adjustment
    -       -       -       -       -       571       571  
Balance, December 31, 2011
    87,150,000       8,715       680,828       -       (714,093 )     3,564       (20,985 )
                                                         
Issuance of common shares
    500,000       50       249,950       -       -       -       250,000  
                                                         
Subscription proceeds
                                                       
Received (Note 9)
    -       -       -       260,000       -       -       260,000  
                                                         
Net loss
    -       -       -       -       (92,272 )     -       (92,272 )
                                                         
Balance, September 30,  2012
    87,650,000     $ 8,764     $ 930,778     $ 260,000     $ (806,365 )   $ 3,564     $ 396,743  
 
The accompanying notes are an integral part of these financial statements.
 
 
F-3

 
 
ONE2ONE LIVING CORPORATION
(Formerly Jinmimi Network Inc.)
(A Development Stage Company)
 STATEMENTS OF CASH FLOWS
(Unaudited)
 
   
 
 
Nine months ended
September 30, 2012
   
 
 
Nine months ended
September 30, 2011
   
From November 13, 2008 (date of inception) to September 30, 2012
 
OPERATING ACTIVITIES
                 
Net loss for the period
  $ (92,272 )   $ (51,020 )   $ (806,365 )
   Depreciation
    -       -       1,656  
   Sale of plant and equipment
    -       -       4,069  
   Good will
    -       -       187,081  
   Additional paid in capital
    -       -       587,543  
   Amount due to shareholder
    -       -       (220,084 )
   Other payables
    -       40,435       (220,987 )
Adjustments to reconcile net loss to net cash used in operating activities:
                       
    Amount due from a director
    -       -       (5,119 )
    Amount due to a director
    3,862               33,362  
    Rental deposits
    -       -       277  
    Accrued interest
    (5,468 )     -       (5,468 )
    Prepaid expenses
    14,352       23,264       -  
    Accruals
    (933 )     (12,384 )     20,940  
    Other loans
    -       -       146,753  
                         
NET CASH USED IN OPERATING ACTIVITIES
    (80,459 )     295       (276,324 )
                         
CASH FLOW FROM INVESTING ACTIVITIES
                       
    Acquisition of subsidiary
    -       -       (52,814 )
    Promissory Note
    (390,500 )     -       (390,500 )
    Purchases of trading activities
    -       -       (1,840 )
                         
NET CASH USED IN INVESTING ACTIVITIES
    (390,500 )     -       (445,154 )
                         
CASH FLOW FROM FINANCING ACTIVITIES
                       
Proceeds on sale of common stock
    250,000       -       350,000  
    Shares subscribed
    260,000               260,000  
   Proceeds from  related parties
    -       -       145,877  
                         
NET CASH PROVIDED BY FINANCING ACTIVITIES
    510,000       -       755,877  
NET INCREASE (DECREASE) IN CASH
    39,041       295       34,399  
                         
EFFECT OF FOREIGN CURRENCY TRANSLATION ON CASH AND CASH EQUIVALENTS
    -       (98 )     4,805  
                         
CASH, BEGINNING
    163       18,350       -  
                         
CASH, ENDING
  $ 39,204     $ 18,547     $ 39,204  
                         
SUPPLEMENTAL CASH FLOW INFORMATION
                       
Cash paid during the period for:
                 
     Interest
  $ -     $ -     $ 7, 875  
                         
     Income taxes
  $ -     $ -     $ -  
 
The accompanying notes are an integral part of these financial statements.
 
 
F-4

 
 
1.        ORGANIZATION AND PRINCIPAL ACTIVITIES

Jinmimi Network Inc. (the “Company”) was incorporated under the laws of the State of Nevada on November 13, 2008. The Company was a shell company with no substantial operations or assets.

Active Choice Limited (“HKAC”) was incorporated under the laws of Hong Kong with limited liability on September 26, 2008. HKAC has only nominal operations.
 
On January 6, 2009, HKAC acquired 100% of the shareholdings of Chuangding, a Shenzhen company incorporated under the laws of the People’s Republic of China on December 4, 2008, and Chuangding’s contractual controlled operating company,  Jinmimi Network Technology Limited Company (“Shenzhen Jinmimi”) which was a PRC limited company established on August 4, 2008, for a consideration $147,500.

On January 14, 2009, the Company entered into a Purchase Agreement with HKAC and HKAC Shareholders, for a purchase price of $438,975 by delivery of promissory note. As a result, HKAC and its subsidiary, Chuangding, became the wholly-owned subsidiaries of the Company.

On September 16, 2010, the Company entered into a Termination of Management Consultancy Agreement with Shenzhen Jinmimi Networks Company Limited (“Shenzhen Jinmimi”) owing to unfeasible and unreasonable expenses and delay. From then on, Shenzhen Jinmimi is no longer a deemed subsidiary (Variable Interest Entity) of the Company and should be deconsolidated from the Company’s financial statement.

The Company and its subsidiaries (hereinafter, collectively referred to as “the Group”) were the online media company and value-added information service provider in the PRC before September 16, 2010. Afterwards, it undertakes investment consulting services for variety of Mainland China business organizations and owners.

On August 31, 2011, the shareholders of the Company surrendered 15,700,000 common shares to the Company for cancellation.

Effective May 14, 2012, the Company changes its name to One2One Living Corporation and increased its authorized capital from 10,000,000 preferred shares to 50,000,000 preferred shares and 100,000,000 common shares to 300,000,000 common shares.
 
2.        UNCERTAINTY OF ABILITY TO CONTINUE AS A GOING CONCERN

The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not generated significant revenues since inception and is unlikely to generate significant earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the ability of the Company to obtain necessary equity financing to continue operations and the attainment of profitable operations. The management will seek to raise funds from shareholders.

For the nine months then ended September 30, 2012, the Company since inception has generated virtual no revenues and has incurred an accumulated deficit $806,365. As of September 30, 2012, its current assets exceed its current liabilities by $396,743 which may not be sufficient to pay for the operating expenses in next 12 months. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These factors noted above raise substantial doubts regarding the Company's ability to continue as a going concern.

3.        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)  Basis of Presentation
 
Unaudited Financial Statements
 
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-Q.  They do not include all
 
 
F-5

 
 
3.        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
(a)  Basis of Presentation (continued)
 
Unaudited Financial Statements (continued)
 
information and footnotes required by United States generally accepted accounting principles for complete financial statements.  However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2011 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission.  The unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the nine months ended September 30, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012.

(b)  Method of accounting

The Group maintains its general ledger and journals with the accrual method of accounting for financial reporting purposes.  The financial statements and notes are representations of management.  Accounting policies adopted by the
Group conform to generally accepted accounting principles in the United States of America (“US GAAP”) and have been consistently applied in the presentation of financial statements.

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. This basis of accounting differs in certain material respects from that used for the preparation of the books of account of the Group’s principal subsidiaries, which are prepared in accordance with the accounting principles and the relevant financial regulations applicable to enterprises with limited liabilities established in the PRC and Hong Kong, the accounting standards used in the places of their domicile. The accompanying condensed interim consolidated financial statements reflect necessary adjustments not recorded in the books of account of the Company's subsidiaries to present them in conformity with US GAAP.

 (c)  Principles of consolidation

The Company consolidates its subsidiaries and the entities it controls through a majority voting interest or otherwise, including entities that are variable interest entities (“VIEs”) for which the Company is the primary beneficiary pursuant to Accounting Standards Codification (“ASC”) No. 810, “Consolidation” (“ACS 810”).  The provisions of ASC 810 have been applied respectively to all periods presented in the consolidated financial statements.

Subsidiary

The Company consolidates its wholly owned subsidiaries, Active Choice Limited, Chuangding Investment Consultant (Shenzhen) Co., Ltd as of December 31, 2010. The management determined to write-off these two subsidiaries and closed down their business as of December 31, 2011. The deemed variable interest entity was deconsolidated on September 16, 2010 in accordance with termination agreement. The following sets forth information about the wholly owned subsidiaries:
 
 
F-6

 
 
3.        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(c)  Principles of consolidation (continued)
 
Subsidiary (continued)
 
Name of Subsidiary
 
Place & Date of Incorporation
 
Equity Interest Attributable to the Company
(%)
 
Registered Capital
($)
 
Issued Capital (HKD)
 
Registered Capital
(RMB)
#Active Choice Limited (“HKAC”)
 
Hong Kong/
September 26, 2008
 
100
 
$1,290
 
HKD10,000
 
-
                     
#Chuangding Investment Consultant
(Shenzhen) Co., Ltd (“Chuangding”)
 
PRC/
December 4, 2008
 
100
 
$146,056
 
-
 
RMB1,000,000
                     
*Shenzhen Jinmimi Network Technology
 Limited Company (“Shenzhen Jinmimi”)
 
PRC/August 4, 2008
 
Deemed control
 
$291,864
 
-
 
RMB 2,000,000
 
 
*Note : Deemed variable interest entity was deconsolidated on September 16, 2010
 
#Note: The management decides to write off the investment of subsidiaries on November 3, 2011
 
(d)  Use of estimates

The preparation of the 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 revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ materially from those estimates.
 
(e)  Property, plant and equipment

Plant and equipment are carried at cost less accumulated depreciation.  Depreciation is provided over their estimated useful lives, using the straight-line method. Estimated useful lives of the plant and equipment are as follows:

 
Office equipment
5 years
 
 
The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statement of income.

(f)  Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of the net acquired identifiable assets at the date of acquisition. Goodwill is included in intangible assets and no amortization is provided.

Goodwill is tested annually for impairment. See Note 6 for impairment of goodwill.

(g)  Accounting for the impairment of long-lived assets

The Group periodically evaluates the carrying value of long-lived assets to be held and used, including intangible assets subject to amortization, when events and circumstances warrant such a review, pursuant to the guidelines established in ASC No. 360, “Property, Plant and Equipment”. The carrying value of a long-lived asset is considered
 
 
F-7

 
 
3.        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
(g)  Accounting for the impairment of long-lived assets (continued)

impaired when the anticipated undiscounted cash flow from such asset is separately identifiable and is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair market value of the long-lived asset. Fair market value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair market values are reduced for the cost to dispose.

During the reporting periods, there was no impairment loss.
 
(h)  Foreign currency translation
 
The accompanying financial statements are presented in United States dollars. The functional currencies of the Group are Hong Kong dollars (HKD) and the Renminbi (RMB). The financial statements are translated into United States dollars from HKD and RMB at year-end exchange rates as to assets and liabilities and average exchange rates as to revenues and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred.

The exchange rates used to translate amounts in HKD and RMB into USD for the purposes of preparing the consolidated financial statements were as follows:

   
DECEMBER 31,
2011
   
DECEMBER 31,
2010
 
Twelve months ended
           
USD : RMB exchange rate
   
6.3555
     
6.5918
 
Average twelve months ended
               
USD : RMB exchange rate
   
6.4554
     
6.7605
 
Twelve months ended
               
USD : HKD exchange rate
   
7.7711
     
7.7822
 
Average twelve months ended
               
USD : HKD exchange rate
   
7.7839
     
7.7682
 
 
The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions.  No representation is made that the RMB amounts could have been, or could be, converted into USD at the rates used in translation.  In addition, the current foreign exchange control policies applicable in PRC also restrict the transfer of assets or dividends outside the PRC. There were no foreign currency translation costs for the six month period ended September 30, 2012.
 
(i)  Cash and cash equivalents

The Group considers all highly liquid investments purchased with original maturities of twelve months or less to be cash equivalents. The Group maintains bank accounts in Hong Kong and the PRC. Since the management closed down the subsidiaries in Hong Kong and the PRC, the cash balance of the subsidiaries has been written off as a loss.
 
(j)  Leases

The Group did not have a lease that met the criteria of a capital lease. Leases that do not qualify as a capital lease are classified as an operating lease. Operating lease rental payments included in selling expenses for the twelve months end December 31, 2011 and 2010 were nil and $7,885 respectively. There were no operating lease rental payments as of September 30, 2012.

 
F-8

 
 
3.         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(k)   Advertising

The Group expensed all advertising costs as incurred.  Advertising expenses included in the general and administrative expense for the twelve months ended December 31, 2011 and 2010 were nil and $2,756 respectively. No Advertising expenses during the nine month period ended September 30, 2012.
 
(l)   Income taxes

The Group accounts for income taxes using an asset and liability approach and allows for recognition of deferred tax benefits in future years.  Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.  A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Group is able to realize their benefits, or that future realization is uncertain.

The Group is operating in the PRC, and in accordance with the relevant tax laws and regulations of PRC, the enterprise income tax rate for the twelve months ended December 31, 2011 and 2010 are 25%.
 
(m) Comprehensive income

Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners.  Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income are required to be reported in a financial statement that is presented with the same prominence as other financial statements.  The Group’s current component of other comprehensive income is the foreign currency translation adjustment.

(n)  Treasury stock
 
Treasury stock consists of the Company’s own stock which has been issued, subsequently reacquired by the Company, and not yet reissued or cancelled. 15,700,000 common shares were reacquired and cancelled by the Company. The constructive retirement method was adopted that the aggregate par value of reacquired shares is charged to the common stock account.

(o)  Stock dividends and stock splits

Stock dividends represent neither an actual distribution of the assets of the Company nor a promise to distribute those assets. Stock dividend is not considered a legal liability or a taxable transaction.  The stock dividends have been processed by Financial Industry Regulatory Authority (“FINRA”) as a stock split of one-for-10.5 shares and therefore the Company will record this as stock split. The record date for this transaction was September 26, 2011 and the payable date was October 5, 2011. The Company will round-up fractional shares and the additional shares will be mailed out to shareholders of record. On October 5, 2011, the common stock was increased from 8,300,000 shares to 87,150,000 shares.
 
(p)  Earnings per share

Basic earnings per share, which includes no dilution, is computed by dividing income available to common stockholders by the weighted-average number of shares outstanding for the period. In contrast, diluted earnings per share consider the potential dilution that could occur from other financial increase the total number of outstanding shares of common stock.
 
 
F-9

 
 
3.         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(q)  Recently implemented standards

In January 2011, the FASB issued ASU 2011-01, “Receivables (Topic 310): Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings in Update No. 2010-20”, which temporarily delay the effective date of the disclosures about troubled debt restructurings in ASU No. 2010-20, Receivables (Topic 310): Disclosures about
the Credit Quality of Financing Receivables and the Allowance for Credit Losses, for public entities. The delay is intended to allow the FASB time to complete its deliberations on what constitutes a troubled debt restructuring. The effective date of the new disclosures about troubled debt restructurings for public entities and the guidance for determining what constitutes a troubled debt restructuring will then be coordinated. Currently, that guidance is anticipated to be effective for interim and annual periods ending after June 15, 2011.

The deferral in ASU 2011-01 is effective January 19, 2011 (date of issuance).
 
In April 2011, the FASB issued ASU 2011-02, “A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring”, which clarifies when creditors should classify loan modifications as troubled debt restructurings. The guidance is effective for interim and annual periods beginning on or after June 15, 2011, and applies retrospectively to restructurings occurring on or after the beginning of the year. The guidance on measuring the impairment of a receivable restructured in a troubled debt restructuring is effective on a prospective basis. A provision in ASU 2011-02 also ends the FASB’s deferral of the additional disclosures about troubled debt restructurings as required by ASU 2010-20. The adoption of ASU 2011-02 is not expected to have a material impact on the Company’s financial condition or results of operations.
 
In April 2011, the FASB issued ASU 2011-03, Consideration of Effective Control on Repurchase Agreements, which deals with the accounting for repurchase agreements and other agreements that both entitle and obligate a transferor to repurchase or redeem financial assets before their maturity. ASU 2011-03 changes the rules for determining when these transactions should be accounted for as financings, as opposed to sales. The guidance in ASU 2011-03 is effective for the first interim or annual period beginning on or after December 15, 2011. The guidance should be applied prospectively to transactions or modifications of existing transactions that occur on or after the effective date. Early adoption is not permitted. The adoption of ASU 2011-03 is not expected to have a material impact on the Company’s financial condition or results of operation.

In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (“IFRS”). ASU 2011-04 clarifies some existing concepts, eliminates wording differences between U.S. GAAP and IFRS, and in some limited cases, changes some principles to achieve convergence between U.S. GAAP and IFRS. ASU 2011-04
results in a consistent definition of fair value and common requirements for measurement of and disclosure about fair value between U.S. GAAP and IFRS. ASU 2011-04 also expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. ASU 2011-04 will be effective for the Company beginning after December
15, 2011. The Company does not expect the adoption of ASU 2011-04 to have a material effect on its operating results or financial position.

In June 2011, the Financial Accounting Standard Board (“FASB”) issued Accounting Standard Update (“ASU”) 2011-05, Presentation of Comprehensive Income, which requires an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income, or in two separate but consecutive statements. ASU 2011-05 eliminates the option to present components of other comprehensive income as part of the statement of equity. ASU 2011-05 will be effective for the Company beginning after December 15, 2011. The Company does not expect the adoption of ASU 2011-05 to have a material effect on its operating results or financial position. However, it will impact the presentation of comprehensive income.
 
 
F-10

 
 
3.         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

In September 2011, the FASB has issued Accounting Standards Update (ASU) No. 2011-08, Intangibles—Goodwill and Other (Topic 350): Testing Goodwill for Impairment.  ASU 2011-08 is intended to simplify how entities, both public and non-public, test goodwill for impairment. ASU 2011-08 permits an entity to first assess qualitative factors to determine whether it is "more likely than not" that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350, Intangibles-Goodwill and Other.  The more-likely-than-not threshold is defined as having a likelihood of more than 50%. ASU 2011-
08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have not yet been issued or, for non-public entities, have not yet been made available for issuance.


In December 2011, the FASB has issued Accounting Standards Update (ASU) No. 2011-10, Property, Plant, and Equipment (Topic 360): Derecognition of in Substance Real Estate-a Scope Clarification.  ASU No. 2011-10 is intended to resolve the diversity in practice about whether the guidance in Subtopic 360-20, Property, Plant, and Equipment—Real Estate Sales, applies to a parent that ceases to have a controlling financial interest (as described in Subtopic 810-10, Consolidation—Overall) in a subsidiary that is in substance real estate as a result of default on the subsidiary’s nonrecourse debt. This Update does not address whether the guidance in Subtopic 360-20 would apply to other circumstances when a parent ceases to have a controlling financial interest in a subsidiary that is in substance real estate. ASU 2011-10 should be applied on a prospective basis to deconsolidation events occurring after the effective date; with prior periods not adjusted even if the reporting entity has continuing involvement with previously derecognized in substance real estate entities. For public entities, ASU 2011-10 is effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2012. For non-public entities, ASU 2011-10 is effective for fiscal years ending after December 15, 2013, and interim and annual periods thereafter. Early adoption is permitted.


In December 2011, the FASB has issued Accounting Standards Update (ASU) No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities.  ASU No. 2011-11 is intended to provide enhanced disclosures that will enable users of its financial statements to evaluate the effect or potential effect of netting arrangements on an entity’s financial position. This includes the effect or potential effect of rights of setoff associated with an entity’s recognized assets and recognized liabilities within the scope of this Update. The amendments require enhanced disclosures by requiring improved information about financial instruments and derivative instruments that are either (1) offset in accordance with either Section 210-20-45 or Section 815-10-45 or (2) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with either Section 210-20-45 or Section 815-10-45. An entity is required to apply the amendments for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented.
 
In December 2011, the FASB has issued Accounting Standards Update (ASU) No. 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05.  ASU No. 2011-11 is intended to supersede certain pending paragraphs in Accounting Standards Update No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income, to effectively defer only those changes in Update 2011-05 that relate to the presentation of reclassification adjustments out of accumulated other comprehensive income. The amendments will be temporary to allow the Board time to redeliberate the presentation requirements for reclassifications out of accumulated other comprehensive income for annual and interim financial statements for public, private, and non-profit entities. All other requirements in ASU No. 2011-05 are not affected by ASU No. 2011-12, including the requirement to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements. Public entities should apply these requirements for fiscal years, and interim periods within those years, beginning after December 15, 2011. Non-public entities should begin applying these requirements for fiscal years ending after December 15, 2012, and interim and annual periods thereafter.
 
4.         AMOUNT DUE TO A DIRECTOR –RELATED PARTY

Amount due to a director is unsecured, interest-free, and repayable on demand. As of September 30, 2012 the amount outstanding is $33,362.
 
 
F-11

 
 
5.         PROMISSORY NOTE

During the nine month period ended September 30, 2012 the Company advanced $390,500 in loans.  Of the $390,500 loans outstanding, $375,000 ($200,000 due March 9, 2013, $100,000 due August 10, 2013, $50,000 due August 16, 2013 and $25,000 due September 14, 2013)  are fully secured by the assets of the Company and are for one year period and accrued interest rate of 4% per annual. Of the remaining outstanding loans $7,000 is unsecured, with an interest rate of 4% and is due on September 17, 2013, $8,500 is unsecured, with no interest rate and no fixed repayment date.

As of September 30, 2012 there were $390,500 in outstanding Promissory Notes and have accrued $5,468 in interest.

6.         GOODWILL

On January 14, 2009, the Company acquired 100% interest of HKAC for $438,975. Including in this acquisition was the primary beneficiary status of HKAC derived from a Variable Interest Entity, Shenzhen Jinmimi Technology Company Limited. Goodwill represents the excess of the cost of the purchases over the fair value of the net acquired identifiable assets at the date of acquisition. The goodwill was derived from the primary beneficiary status of VIE, Shenzhen Jinmimi Technology Company Limited, which comprised of the actual operation and assets and liabilities. The entire goodwill has been written off when the Company performed the deconsolidation of Shenzhen Jinmimi Technology Company Limited according to the Termination of Management Consultancy Agreement signed on September 16, 2010.

7.         FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties. The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, trade receivables, amount due from a director, other receivables, amount due to a shareholder and other payables, approximate their fair values because of the short maturity of these instruments and market rates of interest.

8.         INCOME TAXES

The Company has adopted the FASB for reporting purposed. As of September 30, 2012 the Company had net operating loss carry forwards of approximately $806,365 that may be available to reduce future years’ taxable income and will expire beginning in 2026. Availability of loss usage is subject to change of ownership limitations under Internal Revenue Code 382. Future tax benefits which March arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the future tax loss carryforwards.

 9.        CAPITAL STOCK

In November 2008 the Company issued 20,000,000 founder shares of common stock at a purchase price of $0.0001 per share with aggregate proceeds of $2,000.

In January 2009 the Company issued 4,000,000 shares to 40 shareholders of common stock at $0.025 per share with aggregate proceeds of $100,000.

The Company declared a stock dividend of 9.5 shares for each share of common stock on September 26, 2011 and executed on October 5, 2011. The company will round-up fractional shares and the additional shares will be mailed out to shareholders of record.
 
 
F-12

 
 
9.         CAPITAL STOCK (continued)

On November 3, 2011, the Company’s two controlling shareholders, Liu Changze and Li Xi, sold their shares to Brian Cohen and then Brian Cohen is representing 51.8% of the Company’s interest and appointed as a new director of the Company.

On March 6, 2012, the Company offered and sold 500,000 shares of common stock of the Company at a purchase price of $0.50 per share, for aggregate proceeds of $250,000. 

On May 14, 2012 the Company increase total authorized share capital on Preferred Stock from 10,000,000 to 50,000,000 and on Common Stock from 100,000,000 to 300,000,000.  Par value of $0.0001 remains unchanged.

During the period between August 8, 2012 and September 30, 2012, the Company received $260,000 towards a planned private placement of Units to be offered at $0.19 per unit with each unit consisting of one common share, for net proceeds to the Company of $260,000, total common shares to be issued 1,368,421.
 
10.      SUBSEQUENT EVENTS

The Company has evaluated all other subsequent events through November 12, 2012 except aforementioned subsequent event, the date these consolidated financial statements were issued, and determined that there were no other subsequent events or transactions that require recognition or disclosures in the financial statements.
 
 
F-13

 
 
Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
The information contained in Item 2 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.

Overview of Our Performance and Operations

We were incorporated under the laws of the State of Nevada in November 2008. Jinmimi Network Inc. was formed to become an online media company and information service provider in the People’s Republic of China. The Company plans to specialize in providing online financial, listed company data and information in China. It plans to offer registered-based services on a single information platform that provide financial data and information that the Company plans to deliver through online forums. The Company’s planned service offerings will enable users to post and search financial information on its forum.

Our service offerings were intended permit users to post and search financial information on the forum – Jinmimi Financial Forum.  Jinmimi Financial Forum is divided into six (6) sub-forums: Stock Market Information, Mutual Funds Information, Bonds Market Information, Commodities & Futures Information, Foreign Currencies Information, and Our Life Section.  After the termination of the long-term management consultancy agreement, the Company has been committed to carry out its core business by providing project investment consulting focus on preliminary research. The consulting services are based on customer requirement which involves investment value analysis, market risk analysis, business plan design, project financing proposal, and project data analysis. All the researches are derived from objective, comprehensive and scientific analysis, market risk study, enterprises sensitivity analysis, commercial operates, capital raising possibility, investment value and other aspects that would help reduce the investment risk and improve capital efficiency.

Because the Company generated minimal revenues from its consulting services in Mainland China, the Company is now focused on providing consulting services that help introduce clients to solutions that will bring their business to the next level of success. By understanding our client’s business, we will translate needs and wants into a technology solution that is relevant to the business and one that our clients can understand. We strive to un-complicate the world of technology and to help clients achieve a higher level of success and gain a competitive advantage.

Results of Operations
 
For the period from inception through September 30, 2012, we had $4,785 in revenue. Expenses for the three months ended September 30, 2012 totaled $40,874 as compared to expenses of $26,476 for the three months ended September 30, 2011 resulting in a Net loss of $40,874 for the three months ended September 30, 2012 as compared to a Net Loss of $26,476 for the three months ended September 30, 2011. The operating loss for the three months ended September 30, 2012 is a result of  General and administrative expenses in the amount of $5,874 and Marketing expense of $35,000 as compared to General and administrative expense of $26,476 and Marketing expense of nil for  the three months ended September 30, 2011.

Expenses for the nine months ended September 30, 2012 totaled $83,388 as compared to expenses of $51,020 for the nine months ended September 30, 2011 resulting in a Net loss of $83,388 for the nine months ended September 30, 2012 as compared to a Net Loss of $51,020 for the nine months ended September 30, 2011. The operating loss for the nine months ended September 30, 2012 is a result of  General and administrative expenses in the amount of $42,388 and Marketing expense of $41,000 as compared to General and administrative expense of $51,020 and Marketing expense of nil for  the nine months ended September 30, 2011.
 
Capital Resources and Liquidity

The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not generated significant revenues since inception and is unlikely to generate significant earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the ability of the Company to obtain necessary equity financing to continue operations and the attainment of profitable operations. The management will seek to raise funds from shareholders.

For the period ended September 30, 2012, the Company since inception has generated minimal revenues and has incurred an accumulated deficit $806,365. As of September 30, 2012, its current assets exceed its current liabilities by $396,743. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These factors noted above raise substantial doubts regarding the Company's ability to continue as a going concern.
 
 
4

 
 
As of September 30, 2012, we had $39,204 in cash, Subscription receivables of $2,000, prepaid expenses of  nil and a Promissory note and accrued interest of $395,968 totaling $437,172 in assets as compared to $16,515 in total assets at December 31, 2011.

We do not anticipate the purchase or sale of any significant equipment. We also do not expect any significant additions to the number of employees.

Off-balance sheet arrangements

The company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the company is a party, under which the company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets
 
Item 3.  Quantitative and Qualitative Disclosures About Market Risk.
 
The Company is a smaller reporting Company as defined by Rule 12b-2 of the Securities Act of 1934 and are not required to provide the information under this item.
 
Item 4.  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Office (“CEO”) and Chief Financial officer (“CFO”) (the Company’s principle financial and accounting office), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15€ under the Exchange Act) as of the end of the period covered by this report.  Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated an communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Changes in internal control over financial reporting

No change in our system of internal control over financial reporting occurred during the period covered by this report that has materially affected, or is reasonable likely to materially affect, our internal control over financial reporting.
 
PART II—OTHER INFORMATION
 
Item 1. Legal Proceedings.
 
The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.
 
No director, officer, or affiliate of the Company and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.
 
Item 1A. Risk Factors.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Act of 1934 and are not required to provide the information under this item.
 
Item 2. Unregistered Sales of Securities and Use of Proceeds.

None
 
Item 3. Defaults Upon Senior Securities.

None
 
 
5

 
 
Item 4. Submission of Matters to a Vote of Security Holders.

None
 
Item 5. Other Information.

None
 
Item 6. Exhibits.

31.1
 
Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer
     
31.2
 
Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer *
     
32.1
 
Section 1350 Certification of Chief Executive Officer
     
32.2
 
Section 1350 Certification of Chief Financial Officer **

*      Included in Exhibit 31.1
**    Included in Exhibit 32.1
 
 
6

 
 
SIGNATURES*

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

 
One2One Living Corporation
     
Date: November 19, 2012
By:
 /s/ Brian Cohen
   
Brian Cohen
   
President, CEO and CFO,
Chairman of the Board of Directors
 
 
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