One2one Living Corp - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - One2one Living Corp	Financial_Report.xls
EX-32.1 - CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER AND PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002. - One2one Living Corp	f10q0313ex32i_one2one.htm
EX-31.1 - CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002. - One2one Living Corp	f10q0313ex31i_one2one.htm
EX-31.2 - CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002. - One2one Living Corp	f10q0313ex31ii_one2one.htm
EX-32.2 - One2one Living Corp	f10q0313ex32ii_one2one.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 March 31, 2013

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

For the transition period from _____ to ____

Commission File No. 000-54024

ONE2ONE LIVING CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	None
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

3585 North Courtenay Parkway, Suite 5

Merritt Island, Florida 32953

(Address of principal executive offices, zip code)

(877) 407-9797

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year,

if changed since last report)

Indicate by check mark whether the issuer (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.

Yes x No o

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).

Yes o No x

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. (check one):

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 Exchange Act Rule 12b-2 of the Exchange Act):

Yes o No x

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes o No o

APPLICABLE ONLY TO CORPORATE ISSUERS

As of March 31, 2013 and as of May 14, 2013, there were 50,000,000 shares of common stock, $0.0001 par value per share, outstanding, 100 shares of Series A Preferred Stock issued and outstanding, and 34,000,000 shares of Series B Preferred Stock issued and outstanding.

ONE2ONE LIVING CORPORATION

(A Development Stage Company)

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED MARCH 31, 2013

INDEX

Index			Page

Part I.	Financial Information
	Item 1.	Financial Statements

		Balance Sheets as of March 31, 2013 (unaudited) and the period from November 27, 2006 (Inception) through March 31, 2013 (unaudited)	4

		Statements of Operations for the three months ended March 31, 2013 and 2012, and the period from November 27, 2006 (Inception) to March 31, 2013 (unaudited).	5

		Statements of Cash Flows for the three months ended March 31, 2013 and 2012, and the period from November 27, 2006 (Inception) through March 31, 2013 (unaudited).	6

		Notes to Financial Statements (unaudited).	7

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	16

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	24

	Item 4.	Controls and Procedures.	24

Part II.	Other Information
	Item 1.	Legal Proceedings.	24

	Item 1A.	Risk Factors	24

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	24
		.
	Item 3.	Defaults Upon Senior Securities.	24

	Item 4.	Mine Safety Disclosures.	24

	Item 5.	Other Information.	25

	Item 6.	Exhibits.	25

Signatures			26

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q of One2One Living Corporation, a Nevada corporation (the “Company”), contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: the Company’s need for and ability to obtain additional financing, the ability of the Company to grow its business in the dating and relationship services market, the ability of the Company to competitively price its services and products at a level to generate a profit, the ability of the Company to obtain the employees and personnel to successfully implement its plan of operation, other factors over which we have little or no control, and other factors discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).

Our management has included projections and estimates in this Form 10-Q, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

ONE2ONE LIVING CORPORATION

(Formerly Jinmimi Network Inc.)

(A Development Stage Company)

BALANCE SHEETS

	March 31, 2013			December 31, 2012
	(Unaudited)			(Audited)
ASSETS

CURRENT ASSETS
Cash	$	128		$	453
Promissory note and accrued Interest (Note 6)		22,163			22,044

TOTAL CURRENT ASSETS		22,291			22,497

WEB DEVELOPMENT COSTS		298,316			298,316

TOTAL ASSETS	$	320,607		$	320,813

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	14,420		$	3,831
Due to related party- Shareholder loan (Note 4)		33,362			33,362
Promissory notes - due to related parties (Note 5)		212,000			210,500
Accrued liabilities – related parties accrued interest		15,573			8,794
Corporate Credit Card		22,987			22,377

TOTAL CURRENT LIABILITIES		298,342			278,864

STOCKHOLDERS’ EQUITY (DEFICIT)
Capital stock (Note 9)
Authorized 50,000,000 shares of preferred stock, $0.0001 par value
Issued and outstanding
100 shares of Preferred A Stock (December 31, 2011 – Nil)		0.00			0.00
34,000,000 shares of Preferred B Stock (December 31, 2011 – Nil)		3,400			3,400
300,000,000 shares of common stock, $0.0001 par value,
Issued and outstanding
45,500,000 shares of common stock (December 31, 2011 – 87,150,00)		4,550			4,550
Additional paid-in capital		1,027,899			1,027,899
Shares Subscribed		300,900			260,000
Deficit accumulated during the development stage		(1,318,049	)		(1,257,465	)
Accumulated other comprehensive income		3,565			3,565

TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		22,265			41,949

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	320,607		$	320,813

The accompanying notes are an integral part of these consolidated financial statements.

ONE2ONE LIVING CORPORATION

(Formerly Jinmimi Network Inc.)

(A Development Stage Company)

STATEMENT OF OPERATIONS

(Unaudited)

	Three months ended March 31, 2013			Three months ended March 31, 2012			November 27, 2006 (inception) to March 31, 2013

REVENUES
Net Revenues	$	-		$	-		$	4,785
Cost of net revenues		-			-			(5,841	)
GROSS PROFIT	$	-		$	-		$	(1,056	)

OPERATING EXPENSES
General and administrative		7,921			29,776			409,358
Consulting fees		1,500			-			203,223
Web development expenses		6,773			-			49,420
Management fees		17,135			-			17,135
Marketing expense		11,445			-			168,405
Professional fees		8,688			-			45,823

TOTAL OPERATING LOSS	$	(53,462	)	$	(29,776	)	$	(894,420	)

OTHER INCOME (EXPENSES)
Net investment income		-			-			5,287
Other expense		-			-			(98,465	)
Interest income		228			526			4,846
Interest expense		(7,350	)		-			(33,591	)
Loss on deconsolidation		-			-			(301,706	)

LOSS OTHER INCOME (EXPENSES)	$	(7,122	)	$	526		$	(423,629	)

NET LOSS	$	(60,584	)	$	(29,250	)	$	(1,318,049	)

Foreign currency translation adjustment		-			-			3,565

COMPREHENSIVE LOSS	$	(60,584	)	$	(29,250	)	$	(1,314,484	)


BASIC LOSS PER COMMON SHARE	$	(0.01	)	$	(0.00	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING-BASIC		45,500,000			87,292,857

The accompanying notes are an integral part of these consolidated financial statements.

ONE2ONE LIVING CORPORATION

(Formerly Jinmimi Network Inc.)

(A Development Stage Company)

STATEMENT OF CASH FLOWS

(Unaudited)

	Three months ended March 31, 2013			Three months ended March 31, 2012			From November 13, 2008 (date of inception) to March 31, 2013
OPERATING ACTIVITIES
Net loss for the period	$	(60,584	)	$	(29,250	)	$	(1,318,049	)
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		-			-			(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		-			-			33,362
Rental deposits		-			-			277
Accrued interest		6,779			(526	)		15,573
Prepaid expenses		-			-			-
Accruals/accounts payable		10,588			(1,199	)		29,546
Other loans		-			-			146,753

NET CASH USED IN OPERATING ACTIVITIES		(43,217	)		(30,975	)		(758,375	)

CASH FLOW FROM INVESTING ACTIVITIES
Acquisition of subsidiary		-			-			(52,814	)
Promissory Notes		-			(200,000	)		(21,868	)
Accrued Interest – Promissory Notes		(118	)		-			(294	)
Web development costs		-			-			(298,316	)
Purchases of trading activities		-			-			(1,840	)
NET CASH USED IN INVESTING ACTIVITIES		(118	)		(200,000	)		(375,132	)

CASH FLOW FROM FINANCING ACTIVITIES
Proceeds on sale of common stock		-			250,000			444,906
Proceeds from Preferred A & B shares – Merger		-			-			3,400
Shares subscribed		40,900			-			300,900
Company Credit Card		610			-			22,987
Promissory Notes – related parties		1,500			-			210,500
Proceeds from related parties		-			-			145,877
NET CASH PROVIDED BY FINANCING ACTIVITIES		43,010			250,000			1,130,070
NET INCREASE (DECREASE) IN CASH		325			19,025			(3,437	)
EFFECT OF FOREIGN CURRENCY TRANSLATION ON CASH AND CASH EQUIVALENTS		-			-			3,565
CASH, BEGINNING		453			163			-
CASH, ENDING	$	128		$	19,188		$	128

SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid during the period for:
Interest	$	6,779	$	-	$	15,573
Income taxes	$	-	$	-	$	-

The accompanying notes are an integral part of these consolidated financial statements.

ONE2ONE LIVING CORPORATION

(Formerly Jinmimi Network Inc.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2013 (Unaudited)

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.

On December 31, 2012, One2One Living Corporation, a Nevada corporation (the “Company”) entered into an Agreement and Plan of Merger dated December 31, 2012 (the “Agreement and Plan of Merger”), by and among the Company, One2One Acquisition Corp., a Nevada corporation and a wholly-owned subsidiary of the Company (“One2One Acquisition Corp.”), and One2One Living Corporation, a Florida corporation (“One2One Florida”).

Under the terms and conditions of the Agreement and Plan of Merger, the Company sold 100 shares of Series A Preferred Stock and 34,000,000 shares of Series B Preferred Stock of the Company and in consideration for all the issued and outstanding shares in One2One Florida. Each share of Series A Preferred Stock is convertible into one share of common stock of the Company and requires the consent of the majority of the holders of Series A Preferred Stock to change the composition of the board of directors or President and Chief Executive Officer of the Company, change the Articles of Incorporation or Bylaws of the Company, or engage in merger, sale of assets, share exchange or other reorganization of the Company. Each share of Series B Preferred Stock is convertible into 5 shares of common stock and equal to 100 votes of common stock of the Company. The effect of the issuance is that One2One Florida shareholders now hold approximately 80.0% of the issued and outstanding shares of common stock of the Company. Mary Spio, the Company’s new President and Chief Executive Officer and Chairman of the Board of Directors, is the sole holder of Series A Preferred Stock and the majority holder of Series B Preferred Stock, which means that she controls the Company. Separately, One2One Acquisition Corp. merged with One2One Florida, with the effect that One2One Florida is a wholly-owned subsidiary of the Company. Articles of Merger, effecting the merger of One2One Florida and One2One Acquisition Corp., were filed with the Secretary of State of the State of Nevada on December 31, 2012, and Articles of Merger were filed with the Department of State of the State of Florida on December 31, 2012.

ONE2ONE LIVING CORPORATION

(Formerly Jinmimi Network Inc.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2013 (Unaudited)

ORGANIZATION AND PRINCIPAL ACTIVITIES (continued)

One2One Florida was incorporated on July 13, 2011, in Florida. The business of One2One Florida is now the principal business of the Company. One2One Florida is an online and mobile social community that provides single men and women what we believe is an easy and efficient way to meet people, connect and find lifestyle resources such as local events, singles-friendly venues and travel. One2One Florida’s mission is to connect single men and women through shared interests and the things they like to do. The One2One software provides a lifestyle optimized search engine designed to easily discover or find people, places, events, activities and things to do for singles.

Pursuant to a Stock Redemption Agreement dated December 31, 2012, Brain Cohen, who served as President and Chief Executive Officer, Secretary, Treasurer and Director from November 3, 2011 until December 31, 2012, the Company redeemed from Mr. Cohen 42,150,000 shares of common stock of the Company for an aggregate redemption price of $45.15 and a mutual release of claims with the Company, the effect of which is that Mr. Cohen holds no shares of common stock or any other securities of the Company immediately following the redemption.

2. UNCERTAINTY OF ABILITY TO CONTINUE AS A GOING CONCERN

The Company's consolidated 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 three months ended March 31, 2013, the Company since inception has generated virtual no revenues and has incurred an accumulated deficit $1,318,049. As of March 31, 2013, its current assets were in deficit to its current liabilities by $276,051 which may not be sufficient to pay for the operating expenses in next 12 months. These consolidated 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.

Unaudited Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for financial information. They do not include all 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, 2012. The unaudited financial statements should be read in conjunction with those financial statements. 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 three months ended March 31, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Method of Accounting

The Group maintains its general ledger and journals with the accrual method of accounting for financial reporting purposes. The consolidated 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 consolidated financial statements.

The preparation of consolidated 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 consolidated 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 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.

ONE2ONE LIVING CORPORATION

(Formerly Jinmimi Network Inc.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2013 (Unaudited)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Method of Accounting (continued)

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.

Use of estimates

The preparation of the consolidated 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 consolidated 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.

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.

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.

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 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.

ONE2ONE LIVING CORPORATION

(Formerly Jinmimi Network Inc.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2013 (Unaudited)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

Marketing and Advertising

The Group expensed all advertising costs as incurred. Advertising expenses included in the marketing expense for the three months ended March 31, 2013 and year ended December 31, 2012 were$11,445 and $126,172 respectively.

Income taxes

The Company follows the liability method of accounting for income taxes. 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 balances. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.

The Company income tax rate for the three months ended March 31, 2013 and the year ended December 31, 2012 are 35%.

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 consolidated financial statements. The Group’s current component of other comprehensive income is the foreign currency translation adjustment.

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. On December 31, 2012 the Company redeemed from the former President of the Company 42,150,000 shares of common stock of the Company for an aggregate redemption price of $45.15 and a mutual release of claims with the Company, the effect of which is that the former President holds no shares of common stock or any other securities of the Company immediately following the redemption.

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.

ONE2ONE LIVING CORPORATION

(Formerly Jinmimi Network Inc.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2013 (Unaudited)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Website Development Costs

The Company accounts for its Development Costs in accordance with ASC-350-50, “Accounting for Website Development Costs.” The Company’s website comprises multiple features and offerings that are currently developed with on-going refinements. In connection with the development of its products, the Company has incurred external costs for hardware, software, and consulting services, and internal costs for payroll and related expenses of its technology directly involved in the development. All hardware costs are capitalized as fixed assets. Purchased software will be capitalized in accordance with ASC codification 350-50-25 related to accounting for the costs of computer software developed or obtained for internal use. All other costs are reviewed to determine whether they should be capitalized or expensed.

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 CommonFair 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.

ONE2ONE LIVING CORPORATION

(Formerly Jinmimi Network Inc.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2013 (Unaudited)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recently implemented standards (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.

ONE2ONE LIVING CORPORATION

(Formerly Jinmimi Network Inc.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2013 (Unaudited)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recently implemented standards (continued)

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 consolidated financial statement or in two separate but consecutive consolidated 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 FORMER DIRECTOR –RELATED PARTY

Amount due to a former director is unsecured, interest-free, and repayable on demand. As of March 31, 2013 the amount outstanding is $33,362.

5. PROMISSORY NOTES – DUE TO RELATED PARTY

During the period ended December 31, 2011, the Company has received $135,000 as a loan from three related parties to the Company. The loans bear an interest rate of 15% and are unsecured. Three loans totalling $135,000 ($100,000 – due May 21, 2012 and $25,000- due December 1, 2012 and $10,000 – due October 14, 2012) in addition to the 15% interest rate (no early payment discount on interest), two of the lenders will also receive 50,000 and 12,500 shares of common stock of the Company respectively.

During the year ended December 31, 2012 Company paid back $25,000 in loans and paid $17,300 in interest. In addition the Company received $75,500 in new loans from related parties. During the three months period ended March 31, 2013 the Company paid back $9,000 in loan. In addition the Company received $10,500 in new related party loans. Of the $212,000 loans outstanding, $31,500 are unsecured, with no interest rate and no set repayment date, $150,000 are unsecured, with an interest rate of 15% ($100,000 due November 23, 2013 and $25,000 due December 1, 2013 and $25,000 December 16, 2013), $20,000 is unsecured with an interest rate of 20% due on September 27, 2013, and $10,500 is unsecured with an interest rate of 5% and is due on March 3, 2014.

As of March 31, 2013 there were $212,500 in outstanding related party loans and accrued interest of $15,573.

6. PROMISSORY NOTES/LOANS - DUE FROM RELATED PARTY

During the year ended December, 2012 the Company advanced $21,868 in loans. Of the $21,868 loans outstanding, $9,868 is unsecured, interest free and repayable on demand. Of the remaining outstanding loan of $12,000 it is unsecured, with an interest rate of 4% and is due on September 17, 2013, and has accrued $294 in interest.

As of March 31, 2013 there were $21,868 in outstanding Promissory Notes/Loans and have accrued $294 in interest.

7. 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.

ONE2ONE LIVING CORPORATION

(Formerly Jinmimi Network Inc.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2013 (Unaudited)

8. 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.

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.

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.

On December 31, 2012, we completed a reverse acquisition transaction through a reverse-triangular merger with One2One Florida whereby issued 100 shares of Series A Preferred Stock at $0.0001 per share ( $0.01) and 34,000,000 shares of Series B Preferred Stock at $0.0001 per share ($3,400) of the Company and in consideration for all the issued and outstanding shares in One2One Florida.

On January 18, 2013 the Company received $900 towards a planned private placement of Units to be offered at $0.024 per unit with each unit consisting of one common share, for net proceeds to the Company of $900, total common shares to be issued 37,500.

On February 2, 2013 the Company received $40,000 towards a planned private placement of Units to be offered at $0.20 per unit with each unit consisting of one common share, for net proceeds to the Company of $40,000, total common shares to be issued 200,000.

ONE2ONE LIVING CORPORATION

(Formerly Jinmimi Network Inc.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2013 (Unaudited)

9. CAPITAL STOCK (continued)

Preferred Stock Conversion Provisions

Each share of Series A Preferred Stock is convertible into one share of common stock of the Company and requires the consent of the majority of the holders of Series A Preferred Stock to change the composition of the board of directors or President and Chief Executive Officer of the Company, change the Articles of Incorporation or Bylaws of the Company, or engage in merger, sale of assets, share exchange or other reorganization of the Company. Each share of Series B Preferred Stock is convertible into 5 shares of common stock and equal to 100 votes of common stock of the Company. The effect of the issuance is that One2One Florida shareholders now hold approximately 80.0% of the issued and outstanding shares of common stock of the Company.

10. SUBSEQUENT EVENTS

The Company has evaluated all other subsequent events through March 31, 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 consolidated financial statements.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following information should be read in conjunction with (i) the consolidated financial statements of One2One Living Corporation, a Nevada corporation (the “Company”), and development-stage company, and the notes thereto appearing elsewhere in this Form 10-Q together with (ii) the more detailed business information and the December 31, 2012 audited financial statements and related notes included in the Company’s Form 10-K (File No. 000-54024; the “Form 10-K”), as filed with the Securities and Exchange Commission on April 16, 2013. Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute “forward-looking” statements

OVERVIEW

T One2One Living Corporation (the “Company” or “we”) was incorporated in the State of Nevada on November 13, 2008 and has a fiscal year end of December 31. We are a development stage Company. Implementing our planned business operation is dependent on our ability to raise approximately $2,135,700.

Going Concern

To date the Company has little operations and little revenues and consequently has incurred recurring losses from operations. No revenues are anticipated until we complete the financing described in our Registration Statement and implement our initial business plan. The ability of the Company to continue as a going concern is dependent on raising capital to fund our business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern.

Our activities have been financed primarily from the proceeds of share subscriptions. From our inception to December 31, 2012, we raised a total of $1,087,060, consisting of $444,906 from public and private offerings of our common stock, $210,500 from the private offerings of promissory notes, $145,877 of related party loans, $22,377 of credit card financing, and $3,400 from the sale of preferred stock.

The Company plans to raise additional funds through debt or equity offerings. There is no guarantee that the Company will be able to raise any capital through this or any other offerings.

Acquisition of One2One Living Corporation, a Florida corporation

On December 31, 2012, we completed a reverse acquisition transaction through a reverse-triangular merger with One2One Florida whereby issued 100 shares of Series A Preferred Stock and 34,000,000 shares of Series B Preferred Stock of the Company and in consideration for all the issued and outstanding shares in One2One Florida. Each share of Series A Preferred Stock is convertible into one share of common stock of the Company and requires the consent of the majority of the holders of Series A Preferred Stock to change the composition of the board of directors or President and Chief Executive Officer of the Company, change the Articles of Incorporation or Bylaws of the Company, or engage in merger, sale of assets, share exchange or other reorganization of the Company. Each share of Series B Preferred Stock is convertible into 5 shares of common stock and equal to 100 votes of common stock of the Company. The effect of the issuance is that One2One Florida shareholders now hold approximately 80.0% of the issued and outstanding shares of common stock of the Company. As a result of the transactions contemplated by the Agreement and Plan of Merger, One2One Florida became a wholly-owned subsidiary of the Company.

The merger transaction with One2One Florida was treated as a reverse acquisition, with One2One Florida as the acquiror and the Company as the acquired party. Unless the context suggests otherwise, when we refer in this Form 8-K to business and financial information for periods prior to the consummation of the reverse acquisition, we are referring to the business and financial information of One2One Florida.

In connection with the merger, Mary Spio agreed pursuant to a Lockup and Shareholder Agreement dated December 12, 2012, by and between the Company and Ms. Spio, not to sell, assign, transfer, pledge, hypothecate or otherwise dispose of or transfer any of the Series A Preferred Stock or Series B Preferred Stock, or their respective underlying shares of common stock, Ms. Spio received from the Company until June 12, 2013.

The Lockup and Shareholder Agreement also provides that so long as any shares of common stock of the Company issued and outstanding on December 12, 2012, are held by such holder of common stock prior to June 12, 2013, the Company or One2One Florida shall not, without first obtaining the approval (by vote or written consent, as provided by law) of such of common stock of Parent on December 12, 2012:

(a)	amend the Articles of Incorporation or Bylaws of the Company or One2One Florida;

(b)	change or modify the rights, preferences or other terms of the any securities of the Company or One2One Florida, or increase or decrease the number of authorized shares or other securities of the Company or One2One Florida;

(c)	effect any forward or reverse split of any issued or outstanding securities of the Company or One2One Florida or otherwise reclassify or recapitalize any outstanding equity securities;

(d)	authorize or issue, or undertake an obligation to authorize or issue, any equity securities (or any debt securities convertible into or exercisable for any equity securities), except that the Company may issue that number of shares of common stock equal to seven percent (7%) of the issued and outstanding number of shares of common stock of the parent immediately after consummation of the Merger and issuance of the Merger Shares pursuant to the Merger;

(e)	authorize or effect any transaction constituting a Liquidation Event (as defined in this subparagraph) under the Articles, or any other merger or consolidation of the Company or One2One Florida. For purposes of the Lockup and Shareholder Agreement, a “Liquidation Event” shall mean: (1) the closing of the sale, transfer or other disposition of all or substantially all of the Company’s or One2One Florida’s assets (including an irrevocable or exclusive license with respect to all or substantially all of the Company’s or One2One Florida’s intellectual property); (2) the consummation of a merger, share exchange or consolidation with or into any other corporation, limited liability company or other entity, (3) authorize or effect any transaction liquidation, dissolution or winding up of the Company or One2One Florida, either voluntary or involuntary, provided , however , that none of the following shall be considered a Deemed Liquidation: (i) a merger effected exclusively for the purpose of changing the domicile of the Company or One2One Florida, or (ii) the Merger itself;

(f)	declare or pay any dividends or make any other distribution with respect to any class or series of capital stock;

(g)	redeem, repurchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any outstanding shares of capital stock (other than the repurchase of shares of common stock from employees, consultants or other service providers pursuant to agreements approved by the Board of Directors under which the Company or One2One Florida has the option to repurchase such shares at no greater than original cost upon the occurrence of certain events, such as the termination of employment);

(h)	amend any stock option plan of the Company or One2One Florida, if any (other than amendments that do not require approval of the stockholders under the terms of the plan or applicable law) or approve any new equity incentive plan; or

(i)	transfer assets to any subsidiary or other affiliated entity.

Organization & Subsidiaries

We have one operating subsidiary, One2One Florida.

PLAN OF OPERATION

We are a development stage corporation which operates a dating and social networking website and have not yet generated or realized any revenues from our business. The next 12 months will be focused on continuing development of the One2One online and mobile application, marketing activities, adding additional staff for customer support, sales and marketing/partnerships, administrative and operations.

We estimate that we need to raise not less than $2,135,700 to complete our plan of operation, using such funds as follows:

Item	Cost
Content - Video	$	60,000
Content Non-Video	$	52,500
CEO/CTO	$	90,000
Development Team	$	120,000
CMO	$	65,100
Business Development	$	42,000
CFO	$	42,000
COO	$	54,000
Customer Service	$	42,000
Content Manager/Publisher	$	54,000
Salaries	$	509,100
Rent/Hosting/Comm	$	75,000
Total Cost Content	$	165,000
Marketing	$	720,000
Legal and Accounting	$	45,000
TOTAL	$	2,135,700

We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our 12-month plan of operation and ongoing operational expenses. In the absence of such financing, our business will likely fail. There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our 12-month plan of operation and our business will fail.

The Company believes it cannot presently satisfy its cash requirements from its cash reserves of $128 and plans on continuing asking for related-party loans to fund its immediate cash needs. No related-party or other person has promised to make any loan or otherwise to provide funding to the Company.

CRITICAL ACCOUNTING POLICIES

The discussion and analysis of our financial condition and results of operations are based on our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”). The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We have identified the policies below as critical to our business operations and to the understanding of our financial results:

Method of Accounting

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

The preparation of consolidated 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 consolidated 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 Company’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 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.

Principles of consolidation

Use of estimates

Property, plant and equipment

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.

Goodwill

Goodwill is tested annually for impairment.

Accounting for the impairment of long-lived assets

The Company 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 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.

Cash and cash equivalents

The Company considers all highly liquid investments purchased with original maturities of twelve months or less to be cash equivalents. The Company 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.

Marketing and Advertising

The Company expensed all advertising costs as incurred. Advertising expenses included in the marketing expense for the three months ended March 31, 2013 and year ended December 31, 2012 were$11,445 and $126,172 respectively.

Income taxes

The Company income tax rate for the three months ended March 31, 2013 and the year ended December 31, 2012 are 35%.

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 consolidated financial statements. The Company’s current component of other comprehensive income is the foreign currency translation adjustment.

Stock dividends and stock splits

Earnings per share

Website Development Costs

Recently implemented standards

The deferral in ASU 2011-01 is effective January 19, 2011 (date of issuance).

Results of Operations

Three-Month Periods Ended March 31, 2013 and 2012

We recorded no revenues for the three months and nine months ended March 31, 2013 and 2012. From the period of November 27, 2006 (inception) to March 31, 2013, we recorded only $4,785 of revenues.

For the three months ending March 31, 2013, general and administrative expenses were $7,921, consulting fees were $1,500, web development expenses were $6,773, management fees were $17,135, marketing expense was $11,445 and professional fees were $8,688. By comparison with the three months ending March 31, 2012, we incurred only general and administrative expenses, which were $29,776.

From the period of November 27, 2006 (inception) to March 31, 2013, we incurred operating expenses of $894,420, loss of other income (expenses) of $423,629, a net loss of $1,318,049, a foreign currency translation adjustment of $3,565, and a comprehensive loss of $1,314,484.

Liquidity and Capital Resources

At March 31, 2013, we had a cash balance of $128. We must raise approximately $2,135,700, to complete our plan of operation for the next 12 months. Additionally, we anticipate spending an additional $75,000 on general and administration expenses including fees payable in connection with complying with reporting obligations, and general administrative costs. Additional funding will likely come from equity financing from the sale of our common stock, if we are able to sell such stock. If we are successful in completing an equity financing, existing stockholders will experience dilution of their interest in our Company. We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our plan of operation. In the absence of such financing, our business will fail.

There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our business and our business will fail.

Subsequent Events

None through date of this filing.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 3.

ITEM 4. CONTROLS AND PROCEDURES.

DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, our principal executive officer and our principal financial officer are responsible for conducting an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal year covered by this report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective as of March 31, 2013.

There were no changes in the Company’s internal controls over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company is not currently subject to any legal proceedings. From time to time, the Company may become subject to litigation or proceedings in connection with its business, as either a plaintiff or defendant. There are no such pending legal proceedings to which the Company is a party that, in the opinion of management, is likely to have a material adverse effect on the Company’s business, financial condition or results of operations.

ITEM 1A. RISK FACTORS

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

(a) The following Exhibits, as required by Item 601 of Regulation SK, are attached or incorporated by reference, as stated below.

Number		Description

2.1		Agreement and Plan of Merger dated December 31, 2012, by and among One2One Living Corporation, a Nevada corporation, One2One Acquisition Corp., a Nevada corporation, and One2One Living Corporation, a Florida corporation (1)
2.2		Articles of Merger (1)
2.3		Articles of Merger (1)
3.1.1		Articles of Incorporation (2)
3.1.2		Certificate of Amendment to Articles of Incorporation (1)
3.1.3		Certificate of Designation for Series A Preferred Stock (1)
3.1.4		Certificate of Designation for Series B Preferred Stock (1)
3.2		Bylaws (2)
31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Certification of Principal Executive Officer and Principal Financial Officer and pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(1) Incorporated by reference to the Registrant’s Form 8-K (File No. 000-54024), filed with the Commission on December 31, 2012.

(2) Incorporated by reference to the Registrant’s Form S-1 (File No. 333-156950), filed with the Commission on January 26, 2009.

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
	(Name of Registrant)

Date: May 20, 2013	By:	/s/ Mary Spio
		Name:	Mary Spio
		Title:	President and Chief Executive Officer, Secretary, Treasurer (principal executive officer, principal financial officer and principal accounting officer)

EXHIBIT INDEX

Number		Description

2.1		Agreement and Plan of Merger dated December 31, 2012, by and among One2One Living Corporation, a Nevada corporation, One2One Acquisition Corp., a Nevada corporation, and One2One Living Corporation, a Florida corporation (1)
2.2		Articles of Merger (1)
2.3		Articles of Merger (1)
3.1.1		Articles of Incorporation (2)
3.1.2		Certificate of Amendment to Articles of Incorporation (1)
3.1.3		Certificate of Designation for Series A Preferred Stock (1)
3.1.4		Certificate of Designation for Series B Preferred Stock (1)
3.2		Bylaws (2)
31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Certification of Principal Executive Officer and Principal Financial Officer and pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(1) Incorporated by reference to the Registrant’s Form 8-K (File No. 000-54024), filed with the Commission on December 31, 2012.

(2) Incorporated by reference to the Registrant’s Form S-1 (File No. 333-156950), filed with the Commission on January 26, 2009.

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