Living 3d Holdings Inc (OTC:LTDH)

Statements of Operations

(Stated in US dollars)

(Unaudited)


	For the Three Months Ended March 31,
	2016			2015

Revenue	$	-		$	6,795
Cost of Revenue		-			6,300
Gross Profit		-			495

Operating Expenses
General and administrative expenses		10,246			88,975
Total Operating Expenses		10,246			88,975

Loss from Operations		(10,246	)		(88,480	)
Other Income (Expenses)
Interest expense		-			(5,422	)
Other expenses		-			(67	)
Total Other Expenses		-			(5,489	)

Net Loss	$	(10,246	)	$	(93,969	)

Basic and Diluted Loss per Common Share	$	(0.00	)	$	(0.00	)
Weighted Average Common Shares; Basic and Diluted		69,703,480			69,703,480

Living 3D Holdings, Inc.

Consolidated Statements of Operations and Comprehensive Income (Loss)

(Stated in US dollars)

	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

Management Discussion and Analysis

Revenues. For the years ended December 31, 2015 and December 31, 2014, revenues were $6,795 and $8,512, respectively, a decrease of $1,717. The revenues for the year ended December 31, 2015 were derived from sales of 3D technology products manufactured by third parties. The decrease in revenue was due to a decrease in product sales in the twelve months' period over the comparable period. Moreover, the Company is still in the early stage of development and its sales fluctuate.

Net Income/(Loss) Attributable to the Company. For the year ended December 31, 2015, the net income attributable to the Company was $1,761,796 compared with a net loss of ($476,273) for the year ended December 31, 2014, a decrease of $2,238,069. The decrease in the loss attributable to the Company was primarily due to the decrease in the general and administrative expenses which were further offset by the gain on disposal of subsidiaries as discussed above.

ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT

On November 30, 2015, pursuant to a Stock Purchase Agreement dated as of November 30, 2015 (the “Agreement”) between Jimmy Kent Lam Wong (“Seller”) and Yip Man Wah (“Purchaser”), Purchaser purchased 37,883,841 shares of the common stock of Living 3D Holdings, Inc. (the “Company”) from Seller for a purchase price of US$100.

The 37,883,841 shares represent 54.35% of the total shares of the Company issued and outstanding on November 30, 2015.

Please refer to Item 5.02 for a description of the changes of directors and executive officers upon the closing of the Agreement.

Please refer to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 for complete information regarding the Company. The Company believes that such information is the same information that would be required if the Company were filing a general form of registration of securities on Form 10 under the Exchange Act.

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY AGREEMENTS OF CERTAIN OFFICERS

(b) Effective November 30, 2015, and simultaneously with the closing of the Agreement, the following appointments to and resignations of the Board of Directors, the Chief Executive Officer and the Chief Financial Officer of Living 3D Holdings, Inc. occurred:

1. Mr. YIP, Man Wah Stephen was appointed to serve as the Chairman of the Board of Directors and the Chief Executive Officer of the Company;

2. Mr. NG, Sze Cheong Eric 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. 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. 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.

(c) The following background information relates to each of the three newly appointed directors, the new Chief Executive Officer and the new Chief Financial Officer:

Mr. Stephen Yip, aged 36, joined the Group in November 2015. He is the Chairman of the Board of Directors, the Chief Executive Officer and the Chief Technology Officer of the Group. Before joining the Group, Mr. Yip is the Chairman of Sugar Computing Limited. Prior to that, he served in a number of senior positions in selected IT companies in Hong Kong. Mr. Yip is now responsible for the product development of the Group. Mr. Yip has over 16 years of experience in business IT system and video game development and has developed well established connections in the industry through his extensive experience. Mr. Yip holds a LLB degree from University of London and both a BS and MS degree from Fairleigh Dickinson University in New Jersey, USA.

Ms. So Ka Yan joined the Group as a Director and Secretary in November 2015. Ms. So is responsible for the overall corporate strategy and the daily operations of the Group, including business development and overall management. She graduated from the Chinese University in Hong Kong and holds a law degree from University of London. She has over 10 years of experience in the market development in Mainland China and Hong Kong. Ms. So is the wife of Mr. Stephen Yip, the Group’s Chairman of the Board and Chief Executive Officer.

Mr. Eric Ng, aged 56, joined the Group in 2012 as a senior consultant. He has been appointed as a Director and the Chief Financial Officer in November 2015. Mr. Ng is one of the Group’s key China specialists, having spent well over a decade representing a number of listed Chinese companies in the United States. He initially served as a manager at KPMG Peat Marwick from 1980 to 1986, responsible for audit and taxation affairs of listed companies in Hong Kong. Through his experiences at KPMG, Mr. Ng developed an expertise in mergers and acquisitions.

In the early 1990s, Mr. Ng acted as CFO/Finance Director for a US-listed company that became public through a reverse merger. He was responsible for fund raising, private placement transactions, and dealing with merchant bankers and the SEC. Mr. Ng was also responsible for various mergers and acquisitions for the listed company. Since then, Mr. Ng has acted as an investment consultant for numerous Chinese companies, guiding them through the complex path toward a US public listing.

In the late 1990s, he assisted a biotech company get listed in the US through a reverse takeover and acted as CFO/Finance Director for that company. Before joining the Group, Mr. Ng acted as an advisor to Chinese enterprises seeking growth through possible US public listings.