LIVING 3D HOLDINGS, INC. (OTCBB:CCSG) Files An 8-K Completion of Acquisition or Disposition of Assets

LIVING 3D HOLDINGS, INC. (OTCBB:CCSG) Files An 8-K Completion of Acquisition or Disposition of Assets

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ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF
ASSETS.



On January 5, 2017, we completed the Share Exchange to the
Agreement on the terms as set forth in Item 1.01 of the December
30, 2016 Form 8-K. Please refer to Item 1.01 for a description of
the material terms and conditions of the Share Exchange.


Ms. So Ka Yan, the wife of Man Wah Stephen Yip, our Chairman of
the Board of Directors and our Chief Executive Officer, is the
principal shareholder of the Company and the principal
shareholder of Sugar Technology Group Holdings Corporation. Ms.
So Ka Yan received 19,200,000 restricted shares of the Company,
representing 64% of the shares issued to the SUGAR-BVI
Shareholders, in exchange for her 64% equity interest in Sugar
Technology Group Holdings Corporation.
In addition, Lai Lai Lung is a minority shareholder of both the
Company and Sugar Technology Group Holdings Corporation. Ms. Lai
Lai Lung received 2,700,000 restricted shares of the Company,
representing 9% of the shares issued to the SUGAR-BVI
Shareholders, in exchange for her 9% equity interest in Sugar
Technology Group Holdings Corporation.


ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.


to the Agreement, the Company issued an aggregate of 30,000,000
restricted shares of its $0.001 par value common stock to the
SUGAR-BVI Shareholders in exchange for 100% of the issued and
outstanding common stock of SUGAR-BVI.


The issuance of the shares to the five (5) SUGAR-BVI Shareholders
to the Agreement was exempt from registration under the
Securities Act to Section 4(2) and/or Regulation D thereof.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements Of Businesses Acquired.


The Consolidated Financial Statements of Sugar Technology Group
Holdings Corporation as of September 30, 2016 and for the period
from inception (February 26, 2016) through September 30, 2016
(Unaudited) are filed herewith as Exhibit 99.1.



(b)

Pro Forma Financial Information.


The Unaudited Pro Forma Combined Financial Statements of Living
3D Holdings, Inc. and Sugar Technology Group Holdings Corporation
are filed herewith as Exhibit 99.2.


(c)

Shell company transactions.


Not applicable.


(d)

Exhibits.


Exhibit
Number Description


99.1

Consolidated Financial Statements of Sugar Technology
Group Holdings Corporation as of September 30, 2016 and
for the period from inception (February 26, 2016) through
September 30, 2016 (Unaudited).

99.2

Unaudited Pro Forma Combined Financial Statements of
Living 3D Holdings, Inc. and Sugar Technology Group
Holdings Corporation.





About LIVING 3D HOLDINGS, INC. (OTCBB:CCSG)

Living 3D Holdings, Inc. is engaged in the design, development, production, sale and marketing of auto stereoscopic three dimensional (3D) technology products, services and solutions. The Company is an integrated company that targets intersection of 3D technology and business. The Company provides technical and support services of 3D in software development, contents production and hardware configuration to a range of industries, including entertainment, education, consumer electronics, medical diagnosis, scientific research and, in particular, media and advertising. It is also engaged in computer software development with operations in Hong Kong and Mainland China. The Company markets its 3D technologies and products under its Living 3D brand in the People’s Republic of China (PRC). It focuses on the research and development of e-commerce platform, mobile game and virtual reality application. Its e-commerce platform seeks to integrate Web application with product manufacturing.

LIVING 3D HOLDINGS, INC. (OTCBB:CCSG) Recent Trading Information

LIVING 3D HOLDINGS, INC. (OTCBB:CCSG) closed its last trading session at 0.510 with shares trading hands.

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