Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Apr. 17, 2018 | Jun. 30, 2017 | |
Details | |||
Registrant Name | Living 3D Holdings, Inc. | ||
Registrant CIK | 93,205 | ||
SEC Form | 10-K | ||
Period End date | Dec. 31, 2017 | ||
Fiscal Year End | --12-31 | ||
Trading Symbol | ltdh | ||
Tax Identification Number (TIN) | 870,451,230 | ||
Number of common stock shares outstanding | 70,697,043 | ||
Public Float | $ 58,949,852 | ||
Filer Category | Smaller Reporting Company | ||
Current with reporting | Yes | ||
Voluntary filer | No | ||
Well-known Seasoned Issuer | No | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Entity Incorporation, State Country Name | Nevada | ||
Entity Address, Address Line One | Rm. 1801-02, Office Tower Two, Grand Plaza, | ||
Entity Address, Address Line Two | 625 Nathan Road | ||
Entity Address, City or Town | Mongkok, Kowloon | ||
Entity Address, Country | Hong Kong | ||
City Area Code | 852 | ||
Local Phone Number | 3563-9280 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash and cash equivalents | $ 50,668 | $ 667 |
Accounts receivable | 7,257 | 4,308 |
Total Current Assets | 57,925 | 4,975 |
Website Development Costs | 153,846 | 0 |
Property and equipment, net | 2,097 | 3,669 |
TOTAL ASSETS | 213,868 | 8,644 |
Current Liabilities | ||
Account payable | 5,128 | 0 |
Accrued liabilities and other payables | 184,069 | 149,832 |
Due to related parties | 441,197 | 98,419 |
Total Current Liabilities | 630,394 | 248,251 |
TOTAL LIABILITIES | 630,394 | 248,251 |
SHAREHOLDERS' DEFICIT | ||
Preferred stock, $.001 par value, 10,000,000 shares authorized, no shares issued and outstanding | 0 | 0 |
Common stock, $.001 par value, 290,000,000 shares authorized, 70,697,043 shares and 697,043 shares issued and outstanding at December 31, 2017 and 2016, respectively (*) | 70,697 | 697 |
Additional paid-in capital | (69,215) | (497) |
Accumulated deficit | (418,008) | (239,807) |
TOTAL SHAREHOLDERS' DEFICIT | (416,526) | (239,607) |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | $ 213,868 | $ 8,644 |
Consolidated Balance Sheets - P
Consolidated Balance Sheets - Parenthetical - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Details | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 290,000,000 | 290,000,000 |
Common Stock, Shares, Issued | 70,697,043 | 697,043 |
Common Stock, Shares, Outstanding | 70,697,043 | 697,043 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Details | ||
Revenues | $ 8,205 | $ 14,436 |
Cost of Revenues | 5,128 | 6,282 |
Gross Profit | 3,077 | 8,154 |
Operating Expenses | ||
General and administrative expenses | 181,278 | 175,757 |
Total Operating Expenses | 181,278 | 175,757 |
Net Loss | $ (178,201) | $ (167,603) |
Basic and Diluted Loss per Common Share | $ (0.01) | $ (0.24) |
Weighted Average Common Shares; Basic and Diluted (*) | 30,697,043 | 697,043 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Deficit - USD ($) | Common Stock | Additional Paid-in Capital | Retained Earnings | Total |
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2015 | $ 697 | $ (597) | $ (72,204) | $ (72,104) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2015 | 697,043 | |||
Contributed capital of subsidiary | $ 0 | 100 | 0 | 100 |
Net Loss | 0 | 0 | (167,603) | (167,603) |
Stockholders' Equity Attributable to Parent, Ending Balance at Dec. 31, 2016 | $ 697 | (497) | (239,807) | (239,607) |
Shares, Outstanding, Ending Balance at Dec. 31, 2016 | 697,043 | |||
Contributed capital of subsidiary | $ 0 | 1,282 | 0 | 1,282 |
Net Loss | 0 | 0 | (178,201) | (178,201) |
Stockholders' Equity Attributable to Parent, Ending Balance at Dec. 31, 2017 | $ 70,697 | (69,215) | (418,008) | (416,526) |
Shares, Outstanding, Ending Balance at Dec. 31, 2017 | 70,697,043 | |||
Issuance of common stock in connection with acquisition of subsidiary, Amount | $ 70,000 | $ (70,000) | $ 0 | $ 0 |
Issuance of common stock in connection with acquisition of subsidiary, Shares | 70,000,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (178,201) | $ (167,603) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation | 1,572 | 1,049 |
Changes in operating assets and liabilities | ||
Accounts receivable | (2,949) | (4,308) |
Accrued liabilities and other payables | 176,313 | 171,970 |
Account payable | 5,128 | 0 |
CASH PROVIDED BY OPERATING ACTIVITIES | 1,863 | 1,108 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Repayment to related party | (46,490) | (641) |
Proceeds from Related Party Debt | 93,346 | 0 |
Capital contribution of subsidiary | 1,282 | 100 |
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | 48,138 | (541) |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 50,001 | 567 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | 667 | 100 |
CASH AND CASH EQUIVALENTS AT END OF YEAR | 50,668 | 667 |
NON-CASH TRANSACTIONS | ||
Contribution of Property | 0 | 4,718 |
Notes Issued | 142,076 | 91,314 |
Issuance of common stock in connection with acquisition of subsidiary | 70,000 | 0 |
Website Development Costs | 153,846 | 0 |
Supplementary Disclosure for Cash Flow Information: | ||
Income taxes paid | 0 | 0 |
Interest paid | $ 0 | $ 0 |
NOTE 1 - DESCRIPTION OF BUSINES
NOTE 1 - DESCRIPTION OF BUSINESS AND ORGANIZATION | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
NOTE 1 - DESCRIPTION OF BUSINESS AND ORGANIZATION | For the sake of clarity, this report follows the English naming convention of first name followed by last name, regardless of whether an individual’s name is Chinese or English. For example, the name of our Chief Executive Office will be presented as "Man Wah Stephen Yip," even though, in Chinese, his name would be presented as "Yip Man Wah Stephen". |
NOTE 2 - SUMMARY OF SIGNIFICANT
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | The Company accounts for website development costs in accordance with Accounting Standards Codification 350-50 “Website Development Costs”. Accordingly, all costs incurred in the planning stage are expensed as incurred, costs incurred in the website application and infrastructure development stage that meet specific criteria are capitalized and costs incurred in the day to day operation of the website are expensed as incurred. Costs associated with the website consist of service fees paid to a website development company. As of December 31, 2017, $230,769 was paid to the website development company, of which $76,923 was recognized as expense and the remaining $153,846 was capitalized. All capitalized costs associated with the website will be subject to straight-line amortization over its expected useful life of three years when the website is ready for its intended use. The Company reviews its website development costs for impairment whenever events or changes in circumstances indicate that the carrying amount of the website development costs may no longer be recoverable. When these events occur, the Company measures impairment by comparing the carrying value of the website development costs to the estimated undiscounted future cash flows expected to result from the use of the website development costs and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the website development costs, the Company would recognize an impairment loss based on the fair value of the website development costs. H. PROPERTY AND EQUIPMENT (a) The Company’s property and equipment consists primarily of a motor vehicle and is initially recognized at cost and subsequently carried at cost less accumulated depreciation and accumulated impairment losses. (b) Depreciation of motor vehicle is calculated using the straight-line method to allocate its depreciable amount over its estimated useful life of three years I. FOREIGN CURRENCY TRANSLATION The accompanying consolidated financial statements are presented in United Stated Dollars (“USD”). The reporting currency of the Company is the USD. The functional currency of Sugar and HKCCEX is the Hong Kong Dollar (“HKD”). For financial reporting purposes, the financial statements of Sugar and HKCCEX which are prepared in Hong Kong Dollar are translated into United States Dollars. 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. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. 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 Years ended December 31, 2017 and 2016 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. The Hong Kong Monetary Authority (“HKMA”), Hong Kong's central bank, maintains a Linked Exchange Rate System since 1983. The HKMA operates Convertibility Undertakings on both the strong side and the weak side of the Linked Rate of USD$1: HKD7.8. In fact, the exchange rate for HKD to US dollars has varied by very little during 2017 and 2016. Thus, the consistent exchange rate used has been 7.80 HKD per each US dollar. Since there have been no greater fluctuations in the exchange rate, there is no gain or loss from foreign currency translation and no resulting other comprehensive income or loss The new standard will be effective for the Company beginning January 1, 2018, with early adoption permitted. The Company adopted the new revenue guidance effective January 1, 2018. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (modified retrospective method). The Company elected adopting the standard using the fully retrospective method to restate prior reporting period presented. The Company has identified its revenue streams and assessed each for the impacts. The Company expects the adoption of Topic 606 will not have a material impact in the timing or amount of revenue recognized under the new standard. In February 2016, the FASB issued ASU 2016-02, “ Leases (Topic 842) The standard will be effective for the Company beginning January 1, 2019, with early adoption permitted. The Company plans to adopt the standard effective January 1, 2019. The Company does not expect adoption will have a material impact on the Company’s consolidated balance sheets and consolidated statements of operations. In March 2018, the FASB issued ASU 2018-05, “Income Taxes (Topic 740) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118”. This ASU adds SEC paragraphs pursuant to the SEC Staff Accounting Bulletin No. 118, which expresses the view of the staff regarding application of Topic 740, Income Taxes, in the reporting period that includes December 22, 2017 - the date on which the Tax Cuts and Jobs Act was signed into law. The amendments are effective upon addition to the FASB Accounting Standards Codification. The Company is currently evaluating the impact of the adoption of this guidance on the Consolidated Financial Statements. |
NOTE 3 - GOING CONCERN
NOTE 3 - GOING CONCERN | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
NOTE 3 - GOING CONCERN | NOTE 3 – GOING CONCERN The Company first generated revenue in 2010 and is still in the early stages of establishing a market for the products it sells. The Company has a working capital deficit of $572,469 as of December 31, 2017 and has generated limited cash flows from operations for the year ended December 31, 2017. The Company suffered recurring losses from operations. The Company is primarily funded by its Chief Executive Officer ("CEO") and principal shareholder. The Company will have to raise additional capital, including through the sale of equity securities, to support its operation and expansion. These conditions and uncertainties raise substantial doubt as to the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
NOTE 4 - RELATED PARTY TRANSACT
NOTE 4 - RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
NOTE 4 - RELATED PARTY TRANSACTIONS | NOTE 4 – RELATED PARTY TRANSACTIONS The related parties consist of the following: Man Wah Stephen Yip, the Company’s CEO, a director and principal shareholder; So Ka Yan, the Company’s Secretary, a director, principal shareholder and the wife of Man Wah Stephen Yip; Due to Related Parties Due to related parties consists of the following: Man Wah Stephen Yip So Ka Yan Total Balance at December 31, 2015 $ 3,028 $ - $ 3,028 Expenses paid on behalf of the Company 79,468 11,846 91,314 Purchase of property and equipment on behalf of the Company - 4,718 4,718 Less: Repayment received from the Company - (641) (641) Balance at December 31, 2016 (As Restated) $ 82,496 $ 15,923 $ 98,419 Expenses paid on behalf of the Company 40,924 101,152 142,076 Website development costs paid on behalf of the Company - 153,846 153,846 Advances to the Company - 93,346 93,346 Less: Repayment received from the Company - (46,490) (46,490) Balance at December 31, 2017 $ 123,420 $ 317,777 $ 441,197 The amounts due to related parties represent expenses paid on behalf and advances received to support the operation of the Company. They are unsecured, bear no interest and are repayable on demand. Office Furnished by Related Party The Company’s office in Hong Kong consists of approximately 400 square feet located at Room S, 2/F, Block D East Sun Industrial Center, 16 Shing Yip Street, Kwun Tong, Kowloon, Hong Kong. This office is furnished to the Company by the CEO at charge. The Company has another office which is situated at 10 th Service Provided by Related Party Harris Yeung, a personal assistant of CEO, provided non-compensated book keeping service to the Company during the year ended December 31, 2017 and 2016. |
NOTE 5 - CONCENTRATION OF CREDI
NOTE 5 - CONCENTRATION OF CREDIT RISKS AND MAJOR CUSTOMERS | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
NOTE 5 - CONCENTRATION OF CREDIT RISKS AND MAJOR CUSTOMERS | NOTE 5 – CONCENTRATION OF CREDIT RISKS AND MAJOR CUSTOMERS The Company had certain customers whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable, as follows: For the year ended December 31, 2017, customer A and B accounted for 64% and 36% of the Company’s total revenues, respectively. For the year ended December 31, 2016, customers C and D accounted for 70% and 30% of the Company’s total revenues, respectively. At December 31, 2017, customers B and D accounted for 41% and 59% of the Company’s total outstanding accounts receivable, respectively. At December 31, 2016, the customer D accounted for 100% of accounts receivable. For the year ended December 31, 2017, subcontractor A accounted for 100% of the Company’s cost of revenues. For the year ended December 31, 2016, subcontractor B accounted for 100% of the Company’s cost of revenues. At December 31, 2017, subcontractor A accounted for 100% of the Company’s account payable. There was no balance of account payable as of December 31, 2016. |
NOTE 6 - INCOME TAXES
NOTE 6 - INCOME TAXES | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
NOTE 6 - 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 provide 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 consolidated financial statements. 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 consolidated financial statements as tax expense. On December 22, 2017, U.S. tax reform legislation known as the Tax Cuts and Jobs Act (the “2017 Act”) was signed into law. The 2017 Act significantly modified the U.S. Internal Revenue Code by, among other things, reducing the statutory U.S. federal corporate income tax rate from 35% to 21% for taxable years beginning after December 31, 2017; limiting and/or eliminating many business deductions; migrating the U.S. to a territorial tax system with a one-time transition tax on a mandatory deemed repatriation of previously deferred foreign earnings of certain foreign subsidiaries; subject to certain limitations, generally eliminating U.S. corporate income tax on dividends from foreign subsidiaries; and providing for new taxes on certain foreign earnings. Taxpayers may elect to pay the one-time transition tax over eight years or in a single lump sum. The 2017 Act also includes provisions for a new tax on GILTI effective for tax years of foreign corporations beginning after December 31, 2017. The GILTI provisions impose a tax on foreign income in excess of a deemed return on tangible assets of controlled foreign corporations, subject to the possible use of foreign tax credits and a deduction equal to 50 percent to offset the income tax liability, subject to some limitations. The Company has suffered recurring losses from operations and retained an accumulated deficit of $418,008 as of December 31, 2017, therefore did not recognize any one-time transition tax. The actual impact of the 2017 Act on the Company may differ from management’s estimates, and management may update its judgments based on its continuing evaluation and on future regulations or guidance issued by the U.S. Department of the Treasury, and specific actions the Company may take in the future. |
NOTE 7 - SHAREHOLDERS' DEFICIT
NOTE 7 - SHAREHOLDERS' DEFICIT | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
NOTE 7 - SHAREHOLDERS' DEFICIT | NOTE 7 – SHAREHOLDERS’ DEFICIT On October 19, 2016, the Company filed a Certificate of Amendment with the Secretary of State of the State of Nevada to effect a 1-for-100 reverse stock split of its common stock and an increase of its authorized shares of common stock from 90,000,000 to 290,000,000. Effective on the opening of business on December 2, 2016, the Financial Industry Regulatory Authority granted market effectiveness to the 1-for-100 reverse stock split. The Company’s capital accounts have been retroactively restated to reflect the reverse stock split for all periods presented. On January 4, 2017 and December 28, 2017 the Company issued an aggregate of 30,000,000 and 40,000,000 shares of its common stock at par value of $0.001 each to all of the shareholders of Sugar and HKCCEX, respectively, in exchange for all of the issued and outstanding stock of Sugar and HKCCEX. The shares were recorded at par value with a decrease to additional paid-in capital of $30,000 and $40,000, respectively, as the transactions were accounted for as business combination between entities under common control. |
NOTE 2 - SUMMARY OF SIGNIFICA14
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
A. BASIS OF PREPARATION | A. BASIS OF PREPARATION AND PRINCIPLES OF CONSOLIDATION The consolidated financial statements are prepared in accordance with generally accepted accounting principles used in the United States of America. The consolidated financial statements include the accounts of the Company and its subsidiaries. All material inter-company accounts and transactions have been eliminated in consolidation. |
B. USE OF ESTIMATES | B. 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 expenses during the reporting period including provision for income taxes. Actual results when ultimately realized could differ from those estimates. |
C. CASH AND CASH EQUIVALENTS | C. 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. |
D. FAIR VALUE OF FINANCIAL INSTRUMENTS | D. FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying value of financial instruments including cash and cash equivalents, accounts receivable, account payable and accrued liabilities and other payables approximates their fair value due to the relatively short-term nature of these instruments. Management believes it is not practical to determine the fair value of due to related party because the transactions cannot be assumed to have been consummated at arm’s length, the terms are not deemed to be market terms, there are no quoted values available for these instruments, and an independent valuation would not be practical due to the lack of data regarding similar instruments, if any, and the associated potential costs. |
E. REVENUE RECOGNITION | E. 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 been passed to the customers or service is provided, and collectability is reasonably assured. |
F. ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS | F. ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS Accounts receivable are recognized and carried at original invoice amount less an allowance for any uncollectible amounts. An estimate for doubtful account is made when collection of the full amount becomes questionable. |
G. WEBSITE DEVELOPMENT COSTS | The Company accounts for website development costs in accordance with Accounting Standards Codification 350-50 “Website Development Costs”. Accordingly, all costs incurred in the planning stage are expensed as incurred, costs incurred in the website application and infrastructure development stage that meet specific criteria are capitalized and costs incurred in the day to day operation of the website are expensed as incurred. Costs associated with the website consist of service fees paid to a website development company. As of December 31, 2017, $230,769 was paid to the website development company, of which $76,923 was recognized as expense and the remaining $153,846 was capitalized. All capitalized costs associated with the website will be subject to straight-line amortization over its expected useful life of three years when the website is ready for its intended use. The Company reviews its website development costs for impairment whenever events or changes in circumstances indicate that the carrying amount of the website development costs may no longer be recoverable. When these events occur, the Company measures impairment by comparing the carrying value of the website development costs to the estimated undiscounted future cash flows expected to result from the use of the website development costs and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the website development costs, the Company would recognize an impairment loss based on the fair value of the website development costs. |
H. PROPERTY AND EQUIPMENT | H. PROPERTY AND EQUIPMENT (a) The Company’s property and equipment consists primarily of a motor vehicle and is initially recognized at cost and subsequently carried at cost less accumulated depreciation and accumulated impairment losses. (b) Depreciation of motor vehicle is calculated using the straight-line method to allocate its depreciable amount over its estimated useful life of three years |
I. FOREIGN CURRENCY TRANSLATION | I. FOREIGN CURRENCY TRANSLATION The accompanying consolidated financial statements are presented in United Stated Dollars (“USD”). The reporting currency of the Company is the USD. The functional currency of Sugar and HKCCEX is the Hong Kong Dollar (“HKD”). For financial reporting purposes, the financial statements of Sugar and HKCCEX which are prepared in Hong Kong Dollar are translated into United States Dollars. 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. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. 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 Years ended December 31, 2017 and 2016 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. The Hong Kong Monetary Authority (“HKMA”), Hong Kong's central bank, maintains a Linked Exchange Rate System since 1983. The HKMA operates Convertibility Undertakings on both the strong side and the weak side of the Linked Rate of USD$1: HKD7.8. In fact, the exchange rate for HKD to US dollars has varied by very little during 2017 and 2016. Thus, the consistent exchange rate used has been 7.80 HKD per each US dollar. Since there have been no greater fluctuations in the exchange rate, there is no gain or loss from foreign currency translation and no resulting other comprehensive income or loss |
J. INCOME TAXES | J. INCOME TAXES Income tax expense is based on reported income before income taxes. The Company accounts for income taxes using the asset and 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. |
K. RELATED PARTIES | K. 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. Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. |
L. IMPAIRMENT OF LONG-LIVED ASSETS | L. IMPAIRMENT OF LONG-LIVED ASSETS The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, the Company measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Company would recognize an impairment loss based on the fair value of the assets. |
M. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | The new standard will be effective for the Company beginning January 1, 2018, with early adoption permitted. The Company adopted the new revenue guidance effective January 1, 2018. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (modified retrospective method). The Company elected adopting the standard using the fully retrospective method to restate prior reporting period presented. The Company has identified its revenue streams and assessed each for the impacts. The Company expects the adoption of Topic 606 will not have a material impact in the timing or amount of revenue recognized under the new standard. In February 2016, the FASB issued ASU 2016-02, “ Leases (Topic 842) The standard will be effective for the Company beginning January 1, 2019, with early adoption permitted. The Company plans to adopt the standard effective January 1, 2019. The Company does not expect adoption will have a material impact on the Company’s consolidated balance sheets and consolidated statements of operations. In March 2018, the FASB issued ASU 2018-05, “Income Taxes (Topic 740) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118”. This ASU adds SEC paragraphs pursuant to the SEC Staff Accounting Bulletin No. 118, which expresses the view of the staff regarding application of Topic 740, Income Taxes, in the reporting period that includes December 22, 2017 - the date on which the Tax Cuts and Jobs Act was signed into law. The amendments are effective upon addition to the FASB Accounting Standards Codification. The Company is currently evaluating the impact of the adoption of this guidance on the Consolidated Financial Statements. |
NOTE 2 - SUMMARY OF SIGNIFICA15
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Tables/Schedules | |
Schedule of exchange rates used for the foreign currency translation | The exchange rates used for the foreign currency translation were as follows (USD$1 = HKD): Period Covered Balance Sheet Date Rates Average Rates Years ended December 31, 2017 and 2016 7.8 7.8 |
NOTE 4 - RELATED PARTY TRANSA16
NOTE 4 - RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Tables/Schedules | |
Schedule of Related Party Transactions | Due to related parties consists of the following: Man Wah Stephen Yip So Ka Yan Total Balance at December 31, 2015 $ 3,028 $ - $ 3,028 Expenses paid on behalf of the Company 79,468 11,846 91,314 Purchase of property and equipment on behalf of the Company - 4,718 4,718 Less: Repayment received from the Company - (641) (641) Balance at December 31, 2016 (As Restated) $ 82,496 $ 15,923 $ 98,419 Expenses paid on behalf of the Company 40,924 101,152 142,076 Website development costs paid on behalf of the Company - 153,846 153,846 Advances to the Company - 93,346 93,346 Less: Repayment received from the Company - (46,490) (46,490) Balance at December 31, 2017 $ 123,420 $ 317,777 $ 441,197 |
NOTE 6 - INCOME TAXES (Tables)
NOTE 6 - INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Tables/Schedules | |
Income Tax Reconciliation | A reconciliation of the income tax computed at the U.S. statutory rate and the Company's provision for income tax is as follows: For the year ended December 31, 2017 2016 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% Effect of expenses not deductible for tax purposes (8.2%) 0.0% Effect of valuation allowance on deferred income tax assets (1.7%) (0.7%) Effect of income tax difference under different tax jurisdictions (6.6%) (15.8%) Provision for income tax 0.0% 0.0% |
NOTE 1 - DESCRIPTION OF BUSIN18
NOTE 1 - DESCRIPTION OF BUSINESS AND ORGANIZATION (Details) - USD ($) | Nov. 30, 2015 | Dec. 31, 2017 | Dec. 31, 2015 | Dec. 31, 2016 |
Shares sold on Stock Purchase Agreement | 37,883,841 | |||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||
Common Stock | ||||
Issuance of common stock in connection with acquisition of subsidiary, Shares | 70,000,000 | |||
Jimmy Kent-Lam Wong | L3D | ||||
Consideration for shares sold | $ 100 | |||
Jimmy Kent-Lam Wong | Common Stock | ||||
Equity Method Investment, Ownership Percentage | 54.35% | |||
Sugar Technology Group Holdings Corporation | ||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | |||
Sugar Technology Group Holdings Corporation | Common Stock | ||||
Issuance of common stock in connection with acquisition of subsidiary, Shares | 30,000,000 | |||
Hong Kong Cryptocurrency Exchange Limited | ||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | |||
Hong Kong Cryptocurrency Exchange Limited | Common Stock | ||||
Issuance of common stock in connection with acquisition of subsidiary, Shares | 40,000,000 |
NOTE 2 - SUMMARY OF SIGNIFICA19
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: G. WEBSITE DEVELOPMENT COSTS (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Details | ||
Website Development Costs | $ 153,846 | $ 0 |
NOTE 2 - SUMMARY OF SIGNIFICA20
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: I. FOREIGN CURRENCY TRANSLATION: Schedule of exchange rates used for the foreign currency translation (Details) - Hong Kong, Dollars | Dec. 31, 2017 |
Period End Rates | |
Foreign Currency Exchange Rate, Translation | 7.8 |
Average Rates | |
Foreign Currency Exchange Rate, Translation | 7.8 |
NOTE 3 - GOING CONCERN (Details
NOTE 3 - GOING CONCERN (Details) | Dec. 31, 2017USD ($) |
Details | |
Working Capital Deficit | $ (572,469) |
NOTE 4 - RELATED PARTY TRANSA22
NOTE 4 - RELATED PARTY TRANSACTIONS: Schedule of Related Party Transactions (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Man Wah Stephen Yip | |||
Due to related parties | $ 123,420 | $ 82,496 | $ 3,028 |
Notes Issued | 40,924 | 79,468 | |
Contribution of Property | 0 | ||
Less: Repayment received from the Company | 0 | 0 | |
Website Development Costs | 0 | ||
Proceeds from Related Party Debt | 0 | ||
So Ka Yan | |||
Due to related parties | 317,777 | 15,923 | 0 |
Notes Issued | 101,152 | 11,846 | |
Contribution of Property | 4,718 | ||
Less: Repayment received from the Company | (46,490) | (641) | |
Website Development Costs | 153,846 | ||
Proceeds from Related Party Debt | 93,346 | ||
Due to related parties | 441,197 | 98,419 | $ 3,028 |
Notes Issued | 142,076 | 91,314 | |
Contribution of Property | 0 | 4,718 | |
Less: Repayment received from the Company | (46,490) | (641) | |
Website Development Costs | 153,846 | 0 | |
Proceeds from Related Party Debt | $ 93,346 | $ 0 |
NOTE 4 - RELATED PARTY TRANSA23
NOTE 4 - RELATED PARTY TRANSACTIONS (Details) | 12 Months Ended |
Dec. 31, 2017USD ($)ft² | |
Executive office | ft² | 400 |
Man Wah Stephen Yip | |
Rent expense | $ | $ 0 |
NOTE 5 - CONCENTRATION OF CRE24
NOTE 5 - CONCENTRATION OF CREDIT RISKS AND MAJOR CUSTOMERS (Details) | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Sales Revenue, Net | Customer A | ||||
Concentration Risk, Percentage | 64.00% | |||
Sales Revenue, Net | Customer B | ||||
Concentration Risk, Percentage | 36.00% | |||
Sales Revenue, Net | Customer C | ||||
Concentration Risk, Percentage | 70.00% | |||
Sales Revenue, Net | Customer D | ||||
Concentration Risk, Percentage | 30.00% | |||
Accounts Receivable | Customer B | ||||
Concentration Risk, Percentage | 41.00% | |||
Accounts Receivable | Customer D | ||||
Concentration Risk, Percentage | 59.00% | 100.00% | ||
Cost of Goods, Total | Customer A | ||||
Concentration Risk, Percentage | 100.00% | |||
Cost of Goods, Total | Customer B | ||||
Concentration Risk, Percentage | 100.00% | |||
Account Payable | Customer A | ||||
Concentration Risk, Percentage | 100.00% |
NOTE 6 - INCOME TAXES (Details)
NOTE 6 - INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Provision for income taxes | $ 0 | |
Taxable income | $ 0 | |
Hong Kong corporate income tax rate | 16.50% | 16.50% |
Deferred tax asset | $ 2,937 | $ 1,192 |
Net operating loss carry forward | 26,195 | 9,573 |
Accumulated deficit | (418,008) | $ (239,807) |
HONG KONG | ||
Provision for income taxes | $ 0 | |
Hong Kong corporate income tax rate | 16.50% |
NOTE 6 - INCOME TAXES_ Income T
NOTE 6 - INCOME TAXES: Income Tax Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
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% |
Provision for income tax | 0.00% | 0.00% |
Non deductible | ||
Income tax deduction | (8.20%) | 0.00% |
Deferred tax allowance | ||
Income tax deduction | (1.70%) | (0.70%) |
Tax jurisdiction effect | ||
Income tax deduction | (6.60%) | (15.80%) |
NOTE 7 - SHAREHOLDERS' DEFICIT
NOTE 7 - SHAREHOLDERS' DEFICIT (Details) - USD ($) | Oct. 19, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Oct. 18, 2016 |
Common Stock, Shares Authorized | 290,000,000 | 290,000,000 | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||
Issuance of common stock in connection with acquisition of subsidiary, Amount | $ 0 | |||
Sugar Technology Group Holdings Corporation | ||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | |||
Hong Kong Cryptocurrency Exchange Limited | ||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | |||
Common Stock | ||||
Stockholders' Equity, Reverse Stock Split | 1-for-100 reverse stock split | |||
Common Stock, Shares Authorized | 290,000,000 | 90,000,000 | ||
Issuance of common stock in connection with acquisition of subsidiary, Shares | 70,000,000 | |||
Issuance of common stock in connection with acquisition of subsidiary, Amount | $ 70,000 | |||
Common Stock | Sugar Technology Group Holdings Corporation | ||||
Issuance of common stock in connection with acquisition of subsidiary, Shares | 30,000,000 | |||
Common Stock | Hong Kong Cryptocurrency Exchange Limited | ||||
Issuance of common stock in connection with acquisition of subsidiary, Shares | 40,000,000 | |||
Additional Paid-in Capital | ||||
Issuance of common stock in connection with acquisition of subsidiary, Amount | $ (70,000) | |||
Additional Paid-in Capital | Sugar Technology Group Holdings Corporation | ||||
Issuance of common stock in connection with acquisition of subsidiary, Amount | 30,000 | |||
Additional Paid-in Capital | Hong Kong Cryptocurrency Exchange Limited | ||||
Issuance of common stock in connection with acquisition of subsidiary, Amount | $ 40,000 |