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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Living 3D Holdings Inc (CE) | USOTC:LTDH | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0001 | 0.00 | 01:00:00 |
☒
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Nevada
State or other jurisdiction of
incorporation or organization |
87-0451230
(I.R.S. Employer
Identification No.)
|
Large accelerated filer ☐
|
Accelerated filer ☐
|
Non-accelerated filer ☐ (Do not check if a smaller reporting company)
|
Smaller reporting company ☒
|
·
|
our ability to find suitable markets for and increase sales of products we develop and commercialize;
|
·
|
our ability to successfully source manufacturing capacity for our products;
|
·
|
our ability to obtain additional capital in future years to fund expansion of our product line, new marketing initiatives and/or acquisitions;
|
·
|
economic, political, regulatory, legal and foreign exchange risks associated with our operations; or
|
·
|
the loss of key members of our senior management.
|
·
|
"Company," "we," "us," "our," "Living 3D" and "Registrant" refer to Living 3D Holdings, Inc. (formerly known as AirWare International Corp.; formerly known as Concrete Casting Incorporated), a corporation incorporated in Nevada;
|
·
|
"Exchange Act" refers to the Securities Exchange Act of 1934, as amended;
|
·
|
"PRC," "China," and "Chinese," refer to the People's Republic of China (excluding Hong Kong, Macau and Taiwan);
|
·
|
"Securities Act" refers to the Securities Act of 1933, as amended;
|
·
|
"U.S. dollars," "dollars" and "$" refer to the legal currency of the United States;
|
·
|
"HK Dollars" refers to Hong Kong dollars, the legal currency of Hong Kong.
|
·
|
"Renminbi" and "RMB" refers to the legal currency of the People's Republic of China.
|
·
|
Enabling enterprises to fully exploit the power and capacity of 3D technology;
|
·
|
Satisfying the full range of media display in business advertising and business operation;
|
·
|
Enabling a truly integrated solution for 3D applications and powerful display specially customized for business requirements and operations; and
|
·
|
Developing and delivering a comprehensive low cost media content development and productivity environment.
|
High Close
|
Low Close
|
|||||||
Year Ended December 31, 2015
|
||||||||
1st Quarter
|
$
|
0.20
|
$
|
0.10
|
||||
2nd Quarter
|
$
|
0
.
10
|
$
|
0.10
|
||||
3rd Quarter
|
$
|
0.10
|
$
|
0.10
|
||||
4th Quarter
|
$
|
0.10
|
$
|
0.07
|
||||
Year Ended December 31, 2014
|
||||||||
1st Quarter
|
$
|
0.20
|
$
|
0.20
|
||||
2nd Quarter
|
$
|
0.43
|
$
|
0.20
|
||||
3rd Quarter
|
$
|
0.46
|
$
|
0.07
|
||||
4th Quarter
|
$
|
0.16
|
$
|
0.12
|
Plan category
|
Number of
securities to
be issued upon exercise
of outstanding
options, warrants and rights |
Weighted
average
exercise price of outstanding options, warrants and rights |
Number of
securities
remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
|||||||||
Equity compensation plans approved by shareholders
|
-0-
|
$
|
-0-
|
-0-
|
||||||||
Equity compensation plans not approved by shareholders
|
-0-
|
-0-
|
-0-
|
|||||||||
|
||||||||||||
Total
|
-0-
|
$
|
-0-
|
-0-
|
·
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
|
·
|
Provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
|
·
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
|
Item 11. | Executive Compensation. |
Name and principal position (a) |
Year (b) |
Salary ($) (1) (c) |
Bonus ($) (d) |
Stock
Awards ($) (e) |
Option
Awards ($) (f) |
Non-Equity Incentive Plan Compensation
($) (g) |
All Other
Compensation ($) (i) |
Total ($) (j) |
Man Wah Stephen Yip,
CEO and Chairman of the Board |
2015
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
So Ka Yan,
Secretary and Director |
2015
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Sze Cheong Eric Ng,
CFO and Director |
2015
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Jimmy Kent-Lam Wong,
(1)
Former CEO and Chairman of the Board |
2015
2014 |
115,385
153,846
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
Chang Li,
(2)
Former Chief Technology Officer and Director |
2015
2014 |
-
98,077
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
Kin Wah Ngai,
(3)
Former CFO, Secretary and Director |
2015
2014 |
98,077
130,769
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
(1)
|
Ceased to be the CEO and Chairman of the Board with effect from November 30, 2015.
|
(2)
|
Ceased to be a Director and Chief Technology Officer with effect from October 3, 2014.
|
(3)
|
Ceased to be the CFO, Secretary and Director with effect from November 30, 2015.
|
|
|
Option Awards
|
|
Stock Awards
|
|||||
Name
(a) |
Number of
Securities Underlying Unexercised Options (#) (b) |
Number of
Securities Underlying
Unexercised
Unearned Options (#) (c) |
Equity
Incentive Plan Awards:
Number of
Securities Underlying Unexercised Unearned Options (#) (d) |
Option
Exercise Price ($) (e) |
Option
Expiration Date (f) |
Number
of Shares or Units of Stock That Have Not Vested (#) (g) |
Market
Value of Shares or Units of Stock That Have Not Vested ($) (h) |
Equity
Incentive
Plan
Awards:
Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
(i)
|
Equity
Incentive
Plan
Awards:
Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
(j)
|
Man Wah Stephen Yip, CEO and Chairman of the Board
|
No outstanding equity awards
|
||||||||
So Ka Yan, Secretary and Director
|
No outstanding equity awards
|
||||||||
Sze Cheong Eric Ng, CFO and Director
|
No outstanding equity awards
|
||||||||
Jimmy Kent-Lam Wong, Former CEO and Chairman of the Board
(1)
|
No outstanding equity awards.
|
||||||||
Chang Li
,(2)
Former Chief Technology Officer and Director |
No outstanding equity awards.
|
||||||||
Kin Wah Ngai
,(3)
Former CFO, Secretary and Director |
No outstanding equity awards.
|
Name and address of beneficial owner
|
Amount and
nature of beneficial ownership (3) |
Percent
of common stock (4) |
||||||
Man Wah Stephen Yip, CEO and Director
(2)(3)
|
16,783,841
|
24.08
|
%
|
|||||
So Ka Yan, Secretary and Director
(2)(3)
|
16,783,841
|
24.08
|
%
|
|||||
Sze Cheong Eric Ng, CFO and Director
|
0
|
0
|
%
|
|||||
5% holders:
|
||||||||
So Hark Sing
(2)
|
18,500,000
|
26.54
|
%
|
|||||
Jimmy Kent-Lam Wong
(1)
|
10,455,522
|
15.00
|
%
|
|||||
Top Centre International Limited
(1)
|
7,284,014
|
10.45
|
%
|
|||||
Chang Li
(1)
|
6,621,831
|
9.50
|
%
|
|||||
Ngai Kin Wah
(1)
|
3,973,098
|
5.70
|
%
|
|||||
All executives officers and directors as a group (two persons)
(3)
|
16,783,841
|
24.08
|
%
|
|||||
(1)
|
The address of these persons is Room 512, 5/F., Beverly Commercial Center, No. 87-105 Chatham Road South, Tsimshatsui, Kowloon, Hong Kong.
|
(2)
|
The address of these persons is Room S, 2/F, Block D East Sun Industrial Center, 16 Shing Yip Street, Kwun Tong, Kowloon, Hong Kong
|
(3)
|
Man Wah Stephen Yip and So Ka Yan are husband and wife. Man Wah Stephen Yip is deemed to own the same shares which are beneficially owned by So Ka Yan.
|
(4)
|
The foregoing beneficial owners hold investment and voting power in their shares.
|
(5)
|
The percent of common stock owned is calculated using the sum of (A) the number of shares of common stock owned and (B) the number of warrants and options of the beneficial owner that are exercisable within sixty days, as the numerator, and the sum of (Y) the total number of shares of common stock outstanding and (Z) the number of warrants and options of the beneficial owner that are exercisable within sixty days as the denominator.
|
1.
|
Mr. Man Wah Stephen Yip was appointed to serve as the Chairman of the Board of Directors and the Chief Executive Officer of the Company;
|
2.
|
Mr. Sze Cheong Eric Ng was appointed to serve as a director and the Chief Financial Officer of the Company;
|
3.
|
Ms. So Ka Yan was appointed to serve as a director of the Company. Ms So is the wife of Mr. Yip, our Chairman of the Board and Chief Executive Officer;
|
4.
|
Mr. Jimmy Kent-Lam Wong resigned as the Chairman of the Board of Directors and the Chief Executive Officer of the Company. Mr. Wong confirmed to the Company that he had no claims whatsoever against the Company; and
|
5.
|
Mr. Edward Ngai Kin Wah resigned as a director and the Chief Financial Officer of the Company. Mr. Ngai confirmed to the Company that he had no claims whatsoever against the Company.
|
Fee Category:
|
Fiscal
2015 Fees |
Fiscal
2014 Fees |
||||||
Audit Fees………………………..
|
$
|
21,000
|
$
|
21,000
|
||||
Audit-Related Fees………………
|
-
|
-
|
||||||
Tax Fees………………………….
|
-
|
-
|
||||||
All Other Fees……………………
|
-
|
-
|
||||||
Total Fees……………….…..........
|
$
|
21,000
|
$
|
21,000
|
||||
Exhibit
Number |
Description
|
Incorporated
by Reference |
99.1
|
Audited Financial Statements of Living 3D Holdings, Inc. as of December 31, 2014 and 2015.
|
Filed herewith.
|
101.INS*
|
XBRL Instance Document.
|
Filed herewith.
|
101.SCH*
|
XBRL Taxonomy Extension Schema Document.
|
Filed herewith.
|
101.CAL*
|
XBRL Calculation Linkbase Document.
|
Filed herewith.
|
101.LAB*
|
XBRL Taxonomy Labels Linkbase Document.
|
Filed herewith.
|
101.PRE*
|
XBRL Taxonomy Presentation Linkbase Document.
|
Filed herewith.
|
|
|
Page (s)
|
||
Report of Independent Registered Public Accounting Firm
|
|
F-1
|
|
|
|
|
|
Financial Statements:
|
|
|
|
|
Consolidated Balance Sheets - December 31, 2015 and 2014
|
|
F-2
|
|
|
|
|
|
Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 2015 and 2014
|
|
F-3
|
|
|
|
|
|
Consolidated Statements of Changes in Shareholders' Deficit for the Years Ended December 31, 2015 and 2014
|
|
F-4
|
|
|
|
|
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2015 and 2014
|
|
F-5
|
|
|||
Notes to Consolidated Financial Statements
|
|
F-6 to F-12
|
Living 3D Holdings, Inc.
|
||||||||
Consolidated Balance Sheets
|
||||||||
(Stated in US dollars)
|
||||||||
As of December 31,
|
||||||||
2015
|
2014
|
|||||||
ASSETS
|
||||||||
Current Assets
|
||||||||
Cash and cash equivalents
|
$
|
100
|
$
|
3,691
|
||||
Due from related party
|
-
|
6,544
|
||||||
Other current assets
|
-
|
289
|
||||||
Total Current Assets
|
100
|
10,524
|
||||||
TOTAL ASSETS
|
$
|
100
|
$
|
10,524
|
||||
LIABILITIES & SHAREHOLDERS' DEFICIT
|
||||||||
Current Liabilities
|
||||||||
Accounts payable
|
$
|
-
|
$
|
18,756
|
||||
Accrued liabilities and other payables
|
69,176
|
1,401,771
|
||||||
Due to related parties
|
3,028
|
123,897
|
||||||
Total Current Liabilities
|
72,204
|
1,544,424
|
||||||
Loan from related party
|
-
|
300,000
|
||||||
TOTAL LIABILITIES
|
$
|
72,204
|
$
|
1,844,424
|
||||
SHAREHOLDERS' 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 shares issued and outstanding at December 31, 2015 and 2014
|
69,704
|
69,704
|
||||||
Additional paid-in capital
|
(69,604
|
)
|
(69,604
|
)
|
||||
Accumulated deficit
|
(72,204
|
)
|
(1,834,000
|
)
|
||||
TOTAL SHAREHOLDERS' DEFICIT
|
(72,104
|
)
|
(1,833,900
|
)
|
||||
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT
|
$ 100
|
$ 10,524
|
For The Years Ended December 31,
|
||||||||
2015
|
2014
|
|||||||
Revenue
|
$
|
6,795
|
$
|
8,512
|
||||
Cost of Revenue
|
6,300
|
7,898
|
||||||
Gross Profit
|
495
|
614
|
||||||
General and administrative expenses
|
(343,920
|
)
|
(612,547
|
)
|
||||
Gain on disposal of subsidiaries
|
2,121,795
|
-
|
||||||
Gain on disposal of joint venture
|
-
|
126,848
|
||||||
Income (Loss) from Operations
|
1,778,370
|
(485,085
|
)
|
|||||
Other Income (Expenses)
|
||||||||
Interest expenses
|
(16,267
|
)
|
(26,509
|
)
|
||||
Other expenses
|
(307
|
)
|
(114
|
)
|
||||
Total Other Expenses
|
(16,574
|
)
|
(26,623
|
)
|
||||
Net Income (Loss)
|
$
|
1,761,796
|
$
|
(511,708
|
)
|
|||
Less: Net loss attributable to non-controlling interest
|
-
|
35,435
|
||||||
Net Income (Loss) Attributable to Living 3D Holdings, Inc.
|
$
|
1,761,796
|
$
|
(476,273
|
)
|
|||
Comprehensive (Income) Loss
|
||||||||
Net Income (Loss)
|
1,761,796
|
(511,708
|
)
|
|||||
Foreign currency translation adjustment
|
-
|
1,592
|
||||||
Total Comprehensive Income (Loss)
|
$
|
1,761,796
|
$
|
(510,116
|
)
|
|||
Comprehensive loss attributable to non-controlling interest
|
-
|
(34,559
|
)
|
|||||
Comprehensive income (loss) attributable to Living 3D Holdings, Inc.
|
$
|
1,761,796
|
$
|
(475,557
|
)
|
|||
Basic and Diluted Income (Loss) per Common Share
|
0.03
|
(0.01
|
)
|
|||||
Weighted Average Common Shares; Basic and Diluted
|
69,703,480
|
69,703,480
|
||||||
The accompanying notes are an integral part of these consolidated financial statements
|
Living 3D Holdings, Inc.
|
||||||||
Consolidated Statements of Cash Flows
|
||||||||
(Stated in US dollars)
|
||||||||
For The Years Ended December 31,
|
||||||||
2015
|
2014
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net Income ( loss)
|
$
|
1,761,796
|
$
|
(511,708
|
)
|
|||
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expenses
|
-
|
6,436
|
||||||
Gain on disposal of subsidiaries
|
(2,121,795
|
)
|
-
|
|||||
Gain on disposal of joint venture
|
-
|
(126,848
|
)
|
|||||
Changes in operating assets and liabilities
|
||||||||
Other current assets
|
-
|
7,046
|
||||||
Accrued liabilities and other payables
|
227,167
|
410,939
|
||||||
CASH USED IN OPERATING ACTIVITIES
|
(132,832
|
)
|
(214,135
|
)
|
||||
CASH FLOW FROM INVESTING ACTIVITIES
|
||||||||
Cash paid for the purchase of property and equipment
|
-
|
(3,171
|
)
|
|||||
Net cash paid on disposal of subsidiaries
|
(2,087
|
)
|
-
|
|||||
Cash paid on disposal of joint venture
|
-
|
(3,949
|
)
|
|||||
CASH USED IN INVESTING ACTIVITIES
|
(2,087
|
)
|
(7,120
|
)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Proceeds from related parties
|
131,328
|
170,627
|
||||||
CASH PROVIDED BY FINANCING ACTIVITIES
|
131,328
|
170,627
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
-
|
(30
|
)
|
|||||
NET DECREASE IN CASH AND CASH EQUIVALENTS
|
(3,591
|
)
|
(50,658
|
)
|
||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
|
$
|
3,691
|
$
|
54,349
|
||||
CASH AND CASH EQUIVALENTS AT END OF YEAR
|
$
|
100
|
$
|
3,691
|
||||
Supplementary Disclosures for Cash Flow Information:
|
||||||||
Income taxes paid
|
$
|
-
|
$
|
-
|
||||
Interest paid
|
$
|
-
|
$
|
-
|
||||
Non-cash Investing and Financing Activities:
|
||||||||
Forgiveness of loan and accrued interests from related party in connection with disposal of joint venture
|
-
|
260,844
|
Period Covered
|
Balance Sheet Date Rates
|
Average Rates
|
||||||
Year ended December 31, 2015
|
7.8
|
7.8
|
||||||
Year ended December 31, 2014
|
7.8
|
7.8
|
Period Covered
|
Balance Sheet Date Rates
|
Average Rates
|
||||||
Year ended December 31, 2014
|
6.2061
|
6.1610
|
I.
|
RELATED PARTIES
|
December 31, 2015
|
December 31, 2014
|
|||||||
Jimmy Kent-Lam Wong
|
$
|
-
|
$
|
6,544
|
||||
Total
|
$
|
-
|
$
|
6,544
|
December 31, 2015
|
December 31,2014
|
|||||||
Kingdom Industry Group Inc.
|
$
|
-
|
$
|
123,897
|
||||
Man Wah Stephen Yip
|
3,028
|
-
|
||||||
Total.
|
$
|
3,028
|
$
|
123,897
|
|
Tax Year
|
|||||||
|
2015
|
2014
|
||||||
U.S. statutory rate
|
34.0
|
%
|
34.0
|
%
|
||||
Foreign income not recognized in the U.S.
|
-34.0
|
%
|
-34.0
|
%
|
||||
Hong Kong corporate income tax rate
|
16.5
|
%
|
16.5
|
%
|
||||
Net loss not subject to income tax
|
-16.5
|
%
|
-16.5
|
%
|
||||
P.R. China corporate income tax rate
|
25.0
|
%
|
25.0
|
%
|
||||
Net loss not subject to income tax
|
-25.0
|
%
|
-25.0
|
%
|
||||
Provision for income tax
|
0.0
|
%
|
0.0
|
%
|
Living 3D Holdings, Inc.
|
|
Date: March 30, 2016 |
/s/ Man Wah Stephen Yip
Name: Man Wah Stephen Yip
Title: Chief Executive Officer and Chairman of the Board of Directors
|
Date: March 30, 2016 |
/s/ Man Wah Stephen Yip
Name: Man Wah Stephen Yip
Title: Chief Executive Officer and Chairman of the Board of Directors
|
Date: March 30, 2016 |
/s/ Sze Cheong Eric Ng
Name: Sze Cheong Eric Ng
Title: Chief Financial Officer and Director
|
31.1
|
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002. |
1 Year Living 3D (CE) Chart |
1 Month Living 3D (CE) Chart |
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