UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, DC 20549




FORM 10-Q


(Mark One)




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




For the quarterly period ended September 30, 2013




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




For the transition period from  to




Commission File Number:  000-53643




Living 3D Holdings, Inc.


(Exact name of registrant as specified in its charter)




Nevada
86-87-0451230(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)





109 Lafayette Street, Suite 802

New York, New York 10013(Address of principal executive offices)(212) 925-4759(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 registrant (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 issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ý Yes  ̈ No




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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  ̈YesýNo




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,” “non-accelerated filer,” and “a smaller reporting company” in Rule 12b-2 of the Exchange Act.




Large accelerated filer  ̈                                                                                                Accelerated filer  ̈


Non-accelerated filer  ̈  (Do not check if a smaller reporting company)               Smaller reporting company ý




Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


 ̈ Yes   ý No




Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:


Class

Outstanding at November 14, 2013Common Stock, $.001 par value

69,703,480





Form 10-Q

Living 3D Holdings, Inc.

SEPTEMBER 30, 2013

Table of ContentsPART I – FINANCIAL INFORMATION
PageItem 1.
Financial Statements.Consolidated Balance Sheets—As of September 30, 2013 (Unaudited) and December 31, 2012.
1Consolidated Statements of Operations (Unaudited)—for the three and nine months ended September 30, 2013 and 2012 and from June 23, 2008 (inception) to September 30, 2013.
2Consolidated Statement of Changes in Stockholders’ Equity (Deficit) for the year ended December 31, 2012 and the nine months ended September 30, 2013 and from June 23, 2008 (inception) to September 30, 2013 (Unaudited).
3Consolidated Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2013 and 2012 and from June 23, 2008 (inception) to September 30, 2013.
4Notes to Consolidated Financial Statements (Unaudited).
5Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
8Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
14Item 4.
Controls and Procedures.
14PART II – OTHER INFORMATIONItem 1.
Legal Proceedings.
14Item 1A.
Risk Factors.
14Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
14Item 3.
Defaults Upon Senior Securities.
14Item 4.
Mine Safety Disclosures.
14Item 5.
Other Information.
15Item 6.
Exhibits.
15Signatures
16Exhibits

17Certifications
17


Table of Contents


Living 3D Holdings, Inc.(A Development Stage Company)Consolidated Balance Sheets (Unaudited)(Stated in US dollars)September 30, 2013


December 31, 2012(Unaudited)ASSETSCurrent AssetsCash and cash equivalents

$
201,873


$
24,857Other current assets


14,263



33Total Current Assets


216,136



24,890Property and equipment, net


227,190



-TOTAL ASSETS

$
443,326


$
24,890LIABILITIES& SHAREHOLDERS’EQUITY (DEFICIT)Current LiabilitiesAccounts payable

$
18,756


$
18,756Accrued liabilities and other payable


829,674



534,355Due to related party


496,070



184,807Total Current Liabilities


1,344,500



737,918TOTAL LIABILITIES

$
1,344,500


$
737,918SHAREHOLDERS’ EQUITY (DEFICIT)Preferred stock, $.001 par value, 10,000,000 shares authorized, no shares issued and outstanding

$
-


$
-Common stock, $.001 par value, 90,000,000 shares authorized, 69,703,480 shares issued and outstanding at September 30, 2013 and December 31, 2012


69,704



69,704Additional paid-in capital


(69,604
)


(69,604
)Earnings (deficit) accumulated during the development stage


(1,114,672
)


(713,128
)Accumulated other comprehensive income


807



-Total Living 3D Holdings, Inc. stockholders' equity


(1,113,765
)


(713,028
)Non-controlling interest


212,591



-TOTAL SHAREHOLDERS’ EQUITY (DEFICIT)


(901,174
)


(713,028
)TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)

$
443,326


$
24,890The accompanying notes are an integrated part of these unaudited consolidated financial statements





1
 Table of Contents





Living 3D Holdings, Inc.(A Development Stage Company)Consolidated Statements of Operations and Comprehensive Income (Unaudited)(Stated in US dollars)For the three months ended September 30,


For the nine months ended September 30,


From inception (June 23, 2008) through September 30,2013


2012


2013


2012


2013Revenue

$
-


$
-


$
6,104


$
-


$
164,896Cost of revenue


-



-



5,548



-



124,301Gross profit


-



-



556



-



40,595Operating expensesGeneral and administrative expenses


197,599



189,065



433,123



480,218



1,187,401Total operating expenses


197,599



189,065



433,123



480,218



1,187,401Loss from operations


(197,599
)


(189,065
)


(432,567
)


(480,218
)


(1,146,806
)Other income (expense)


(64
)


1,026



(126
)


1,022



985Net loss


(197,663
)


(188,039
)


(432,693
)


(479,196
)


(1,145,821
)Less: Net loss attributable to non-controlling interest


(31,149
)


-



(31,149
)


-



(31,149
)Net loss attributable to Living 3D Holdings, Inc.

$
(166,514
)

$
(188,039
)

$
(401,544
)

$
(479,196
)

$
(1,114,672
)Comprehensive income (loss)Net loss


(197,663
)


(188,039
)


(432,693
)


(479,196
)


(1,145,821
)Foreign currency translation gain


1,793



-



1,793



-



1,793Comprehensive loss


(195,870
)


(188,039
)


(430,900
)


(479,196
)


(1,144,028
)Comprehensive loss attributable to non-controlling interest


(30,163
)


-



(30,163
)


-



(30,163
)Comprehensive loss attributable to Living 3D Holdings, Inc.


(165,707
)


(188,039
)


(400,737
)


(479,196
)


(1,113,865
)Basic and diluted earnings (loss) per common share

$
(0.00
)

$
(0.00
)

$
(0.01
)

$
(0.01
)Weighted average common shares; basic and diluted


69,703,480



69,703,480



69,703,480



69,703,480The accompanying notes are an integrated part of these unaudited consolidated financial statements






2
 Table of Contents





Living 3D Holdings, Inc.(A Development Stage Company)Consolidated Statement of Shareholders’ Equity (Deficit)(Stated in US dollars)Common stock


Additional paid-in capital


Accumulated other comprehensive income


Earnings (deficit) accumulated during the development stage


Total Living 3D Holdings, Inc. shareholders' equity (deficit)


Non-controlling interests


Total equityShares


AmountBalance as of June 23, 2008 (Date of Inception)


-


$
-


$
-



-


$
-


$
-


$
-


$
-Issuance of common stock


62,590,880



62,591



(62,591
)


-



-



-



-



-Net loss for the period


-



-



-



-



(897
)


(897
)


-



(897
)Balance as of December 31, 2008


62,590,880


$
62,591


$
(62,591
)


-


$
(897
)

$
(897
)

$
-


$
(897
)Net loss for the year


-



-



-



-



(3,200
)


(3,200
)


-



(3,200
)Balance as of December 31, 2009


62,590,880


$
62,591


$
(62,591
)


-


$
(4,097
)

$
(4,097
)

$
-


$
(3,200
)Net income for the year


-



-



-



-



23,914



23,914



-



23,914Balance as of December 31, 2010


62,590,880


$
62,591


$
(62,591
)


-


$
19,817


$
19,817


$
-


$
23,914Shares issued in reverse merger


7,112,600



7,113



(7,113
)


-



-



-



-



-Subscription receivable collected


-



-



100



-



-



100



-



100Net loss for the year


-



-



-



-



(118,693
)


(118,693
)


-



(118,693
)Balance as of December 31, 2011


69,703,480


$
69,704


$
(69,604
)


-


$
(98,876
)

$
(98,776
)

$
-


$
(98,776
)Net loss for the year


-



-



-



-



(614,252
)


(614,252
)


-



(614,252
)Balance as of December 31, 2012


69,703,480


$
69,704


$
(69,604
)


-


$
(713,128
)

$
(713,028
)

$
-


$
(713,028
)Net loss for the period


-



-



-



-



(401,544
)


(401,544
)


(31,149
)


(432,693
)Foreign currency translation gain


-



-



-



807



-



807



986



1,793Non-controlling investor contribution


-



-



-



-



-



-



242,754



242,754Balance as of September 30, 2013 (Unaudited)


69,703,480


$
69,704


$
(69,604
)

$
807


$
(1,114,672
)

$
(1,113,765
)

$
212,591


$
(901,174
)The accompanying notes are an integrated part of these unaudited consolidated financial statements


3
 Table of Contents





Living 3D Holdings, Inc.(A Development Stage Company)Consolidated Statements of Cash Flows (Unaudited)(Stated in US dollars)Nine months ended September 30,


Nine months ended September 30,


From inception (June 23, 2008) through September 30,2013


2012


2013CASH FLOWS FROM OPERATING ACTIVITIESNet Income (loss)

$
(432,693
)

$
(479,196
)

$
(1,145,821
)Adjustments to reconcile net income (loss) to net cash provided by operating activities:Depreciation expenses


202



-



202Changes in operating assets and liabilities:Other current assets


(14,062
)


-



(14,095
)Accounts payable


-



(1
)


18,756Accrued liabilities and other payable


295,319



349,109



829,674CASH USED IN OPERATING ACTIVITIES


(151,234
)


(130,088
)


(311,284
)CASH FLOWS FROM INVESTING ACTIVITIESPayment for capital injection in joint venture


-



-



-Cash paid for purchase of property and equipment


(224,710
)


-



(224,710
)CASH USED IN INVESTING ACTIVITIES


(224,710
)


-



(224,710
)CASH FLOWS FROM FINANCING ACTIVITIESProceeds from related parties


311,263



64,389



496,070Collection of subscription receivable


-



-



100Contribution from non-controlling investors


242,754



-



242,754CASH PROVIDED BY FINANCING ACTIVITIES


554,017



64,389



738,924Effect of exchange rate changes on cash and cash equivalents


(1,057
)


-



(1,057
)NET INCREASE (DECREASE) IN CASH


177,016



(65,699
)


201,873CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR

$
24,857


$
96,881


$
-CASH AND CASH EQUIVALENTS AT END OF PERIOD

$
201,873


$
31,182


$
201,873Supplementary Disclosures for Cash Flow Information:Income taxes paid

$
-


$
-


$
-Interest paid

$
-


$
-


$
-The accompanying notes are an integrated part of these unaudited consolidated financial statements


4
 Table of Contents


Notes to Consolidated Financial Statements


(Unaudited)





NOTE 1 - DESCRIPTION OF BUSINESS AND ORGANIZATION





Living 3D is a globally integrated enterprise that targets intersection of 3D technology and effective business. The Company specializes in the design, development, production, sale and marketing of “auto stereoscopic 3D” technology, or Auto 3D products, services and solutions. The products we market are based on "auto stereoscopic 3D" technology, or Auto 3D, which means that viewers are not required to wear 3D glasses in order to experience the 3D effects of the screen, and instant switching between two dimensional, or 2D, and 3D viewing is enabled.  We believe that this gives us a competitive advantage over other suppliers of 3D products requiring the use of a visor or glasses in order to experience a 3D effect.





The Company also provides technical and support services of 3D in software development, contents production and hardware configuration to a wide range of industries, including entertainment, education, consumer electronics, medical diagnosis, scientific research and , in particular, media and advertising. The Company aims at customizing product requirements and specifications in order to enhance the power of product displays in business advertising and special operational environments.





The Company with its strategic partners has recently entered into a memorandum of understanding and has formed a joint venture, 3D Science & Cultural Products International Exchange Center in Tianjin, China that will enable the vendors from different countries around the world to showcase 3D technology and promote the sale and marketing of international 3D Products.





L3D has the following wholly owned subsidiaries: Living 3D (Hong Kong) Ltd, 3D Capital Holdings Inc., Columbia College Hollywood International Limited and Living 3D Technology Group Limited. L3D and its subsidiaries are collectively referred to as L3D. L3D is a development stage company as defined by Statement of Financial Accounting Standard No. 7, Accounting and Reporting by Development Stage Enterprises.





On December 8, 2011, L3D entered into a share exchange agreement (the "Share Exchange") with Living 3D Holdings, Inc. (formerly AirWare International Corp and formerly Concrete Casting Incorporated), a company incorporated in the State of Nevada on October 29, 1987.  Under the Exchange Agreement, Living 3D Holdings, Inc. ("Living 3D" or the “Company”) issued an aggregate of 62,590,880 shares of its common stock to the shareholders of L3D in exchange for all of the issued and outstanding securities of L3D (the “Share Exchange”). The Share Exchange closed on December 8, 2011. As a result of the Share Exchange, L3D became Living 3D's wholly-owned subsidiary.





The transaction has been treated as a recapitalization of L3D and its subsidiaries, with Living 3D (the legal acquirer of L3D and its subsidiaries) considered the accounting acquiree, and L3D whose management took control of Living 3D (the legal acquiree of L3D) considered the accounting acquirer. The Company did not recognize goodwill or any intangible assets in connection with the transaction. All costs related to the transaction are being charged to operations as incurred. The 62,590,880 shares of common stock issued in conjunction with the Share Exchange have been presented as outstanding for all periods. The historical consolidated financial statements include the operations of the accounting acquirer for all periods presented.





For the sake of clarity, this Report follows 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 President will be presented as "Jimmy Kent-Lam Wong," even though, in Chinese, his name would be presented as "Wong Jimmy Kent-Lam."








5
 Table of Contents





NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





A.
BASIS OF PRESENTATION





The consolidated financial statements are prepared in accordance with generally accepted accounting principles used in the United States of America.





The accompanying unaudited interim financial statements of Living 3D Holdings, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s latest Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results of operations for the interim periods presented have been reflected herein. The results of operations for such interim periods are not necessarily indicative of operations for a full year. Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year, 2012, as reported in Form 10-K, have been omitted.





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 is primarily funded by Jimmy Kent-Lam Wong, the Company’s Chief Executive Officer ("CEO") and principal shareholder. The Company will need to raise additional capital, including through the sale of equity securities or otherwise, to support its operations 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 TRANSACTIONS





The related parties consist of the following:




Jimmy Kent-Lam Wong, the Company’s CEO and principal shareholder


Kingdom Industry Group Inc., Jimmy Kent-Lam Wong is one of the two directors and owns a 60% interest





Due to related parties consists of the following:





September 30, 2013


December 31, 2012Jimmy Kent-Lam Wong

$
246,070


$
184,807Kingdom Industry Group Inc.


250,000



-Total

$
496,070


$
184,807




The amounts due to Jimmy Kent-Lam Wong represent advances from him to support the Company’s operations. They are unsecured and non-interest bearing without terms and maturity dates.





On August 28, 2013, the Company obtained a loan of $250,000 from Kingdom Industry Group Inc. The loan is unsecured, bears interest of 7.33% per annum and is to be repayable within two years from the date of the loan agreement.








6
 Table of Contents





NOTE 5 – NON-CONTROLLING INTEREST





On June 18, 2013, Living 3D (Hong Kong) Limited ("L3D-HK") entered into an agreement with China 3D Industrial Park Company Limited, a Chinese corporation ("China 3D"), and Tianjin 3D Technology Company Limited, a Chinese corporation ("Tianjin 3D"), to form a joint venture, 3D Science & Cultural Products International Exchange Center. The principal activities of the joint venture will be the provision of a platform for exhibition and trading of 3D products and transfer of 3D technology.





The total capital of 3D Science & Cultural Products International Exchange Center will be RMB 10,000,000 (approximately $1.6 million). L3D-HK and China 3D have each committed to contribute RMB 4,500,000 (approximately $0.7 million) of such amount and each would own 45% of the joint venture. L3D-HK and China 3D are to make their respective capital contributions as follows: RMB 1,500,000 (approximately $0.24 million) on or before July 31, 2013; RMB 1,500,000 (approximately $0.24 million) on or before December 31, 2013; RMB 1,500,000 (approximately $0.24 million) on or before May 31, 2014. Tianjin 3D will contribute certain assets valued at RMB 1,000,000 (approximately $0.16 million) for its equity interest of 10% in the joint venture.





Both L3D-HK and China 3D made their first capital contribution of RMB 1,500,000 (approximately $0.24 million) in August 2013. In July 2013, 3D Science & Cultural Products International Exchange Center obtained its business license from The Administration of Industry and Commerce.





The Company also entered into a memorandum of understanding (the “Gegu MOU”) effective July 12, 2013 with Tianjin Gegu Economy Development Administration and Service Center (“Gegu”) pursuant to which the parties have agreed to form the 3D Science & Cultural Products International Exchange Center  (the “Center”).  The Center is intended for international and domestic partners to engage in commerce in 3D technology, culture and education related products.
 
 Gegu has agreed to provide the Company with the use of four buildings and one exhibition building, aggregating approximately 5,910 square meters, for use in setting up the Center.  Gegu is an entity owned by the local government of Gegu, Jinnan, Tianjin.  The Gegu MOU provides that Gegu will not charge the Company any rent or administration fees.  However, the Company has agreed to pay 25% of the net profit of the Center, if any, to Gegu.   The Company does not expect that the Center will achieve profitability within at least the first three years of operations.  Moreover, there can be no assurance that the Center will achieve profitability after three years, if at all.





Jimmy Kent-Lam Wong, the Company's CEO, a director and principal shareholder, is also one of the two directors of China 3D and through his affiliates owns a 50% interest in China 3D. Chang Li, the Company's Chief Technology Officer and a director, is the second director of China 3D. Additionally, Chang Li is the sole director and shareholder of Tianjin 3D, which also owns a 50% interest in China 3D. Though L3D-HK only owns 45% of 3D Science & Cultural Products International Exchange Center per the agreement, Jimmy Kent-Lam Wong and Chang Li have actual control of 3D Science & Cultural Products International Exchange Center through their equity interests in L3D-HK, China 3D, and Tianjin 3D. Accordingly, the results of 3D Science & Cultural Products International Exchange Center are included in the consolidated statements of the Company. The portion of the income or loss applicable to non-controlling interest is reflected in the consolidated statements of operations.





NOTE 6 – PROPERTY AND EQUIPMENT





Property and equipment consist of the following:September 30, 2013


December 31, 2012Leasehold improvements

$
144,929


$
-Machinery & equipment


48,870



-Motor vehicles


33,596



-227,395



-Less: accumulated depreciation


(205
)


-$
227,190


$
-
  The depreciation expense for the nine month periods ended September 30, 2013 and 2012 were $202 and $0, respectively.







7
 Table of Contents





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




Forward-Looking Statements




This report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 as amended ( the “Securities Act” ) and Section 21E of the Securities Exchange Act of 1934, as amended ( the “Exchange Act” ). The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “may,” “should,” “could,” “will,” “plan,” “future,” “continue” and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters identify forward-looking statements. These forward-looking statements are based largely on our expectations or forecasts of future events, can be affected by inaccurate assumptions, and are subject to various business risks and known and unknown uncertainties, a number of which are beyond our control. Therefore, actual results could differ materially from the forward-looking statements contained in this document, and readers are cautioned not to place undue reliance on such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. A wide variety of factors could cause or contribute to such differences and could adversely impact revenues, profitability, cash flows and capital needs. There can be no assurance that the forward-looking statements contained in this document will, in fact, transpire or prove to be accurate.




Factors that could cause or contribute to our actual results to differ materially from those discussed herein or for our stock price to be adversely affected include, but are not limited to: (i) our short operating history, lack of revenue and history of losses; (ii) our independent registered public accountants have expressed a going concern opinion; (iii) our ability to raise additional working capital that we will likely require and, if available, that such working capital will be on terms acceptable to us; (iv) our ability to implement our business plan; (v) uncertainties regarding our ability to generate revenues and penetrate our market; (vi) economic and general risks relating to business; (vii) our ability to manage our costs of production; (viii) our ability to protect our intellectual property through patents and other intellectual property protection; (ix) our dependence on key personnel; (x) increased competition or our failure to compete successfully; (xi) our ability to keep pace with technological advancements in our industry; (xii) our ability to comply with Section 404 of the Sarbanes-Oxley Act of 2002, as required; (xiii) our nonpayment of dividends and lack of plans to pay dividends in the future; (xiv) future sale of a substantial number of shares of our common stock that could depress the trading price of our common stock, if it trades, lower our value and make it more difficult for us to raise capital; (xv) our additional securities available for issuance, which, if issued, could adversely affect the rights of the holders of our common stock; (xvi) our ability to have our common stock trade in an active public market; (xvii) the price of our stock, if it trades, is likely to be highly volatile because of several factors, including a relatively limited public float; and (xviii) indemnification of our officers and directors.




General




The following discussion should be read in conjunction with our Financial Statements and notes thereto. The following discussion contains forward-looking statements, including, but not limited to, statements concerning our plans, anticipated expenditures, the need for additional capital and other events and circumstances described in terms of our expectations and intentions. You are urged to review the information set forth under the captions for factors that may cause actual events or results to differ materially from those discussed below.




Overview




Living 3D is a globally integrated enterprise that targets intersection of 3D technology and effective business. The Company specializes in the design, development, production, sale and marketing of “auto stereoscopic 3D” technology, or Auto 3D products, services and solutions. The products we market are based on "auto stereoscopic 3D" technology, or Auto 3D, which means that viewers are not required to wear 3D glasses in order to experience the 3D effects of the screen, and instant switching between two dimensional, or 2D, and 3D viewing is enabled.  We believe that this gives us a competitive advantage over other suppliers of 3D products requiring the use of a visor or glasses in order to experience a 3D effect.






8
 Table of Contents





The Company also provides technical and support services of 3D in software development, contents production and hardware configuration to a wide range of industries, including entertainment, education, consumer electronics, medical diagnosis, scientific research and , in particular, media and advertising. The Company aims at customizing product requirements and specifications in order to enhance the power of product displays in business advertising and special operational environments.





The Company with its strategic partners has recently entered into a memorandum of understanding and has formed a joint venture, 3D Science & Cultural Products International Exchange Center, in Tianjin, China that will enable the vendors from different countries around the world to showcase 3D technology and promote the sale and marketing of international 3D products.





Through innovative and reliable provision of products and services as well as collaboration with our strategic partners, the Company is embarking on the following new strategic directions:





*Enabling enterprises to fully exploit the power and capacity of 3D technology;


*Satisfying the full range of media display in business advertising and business operations;


*Enabling a truly integrated solution for 3D applications and powerful display specially customized for business requirements and operations; and


*Developing and delivering a comprehensive, low cost media content development and productivity environment.


We market our 3D technologies and products under our Living 3D brand in the People’s Republic of China (“PRC”).




Recent Development.  On June 18, 2013, Living 3D (Hong Kong) Limited ("L3D-HK") entered into an agreement with China 3D Industrial Park Company Limited, a Chinese corporation ("China 3D"), and Tianjin 3D Technology Company Limited, a Chinese corporation ("Tianjin 3D"), to form a joint venture, 3D Science & Cultural Products International Exchange Center. The principal activities of the joint venture will be the provision of a platform for the exhibition and trading of 3D products and the transfer of 3D technology.





The total capital of 3D Science & Cultural Products International Exchange Center will be RMB 10,000,000 (approximately $1.6 million).  L3D-HK and China 3D have each committed to contribute RMB 4,500,000 (approximately $0.7 million) of such amount and each will own 45% of the joint venture.  L3D-HK and China 3D are to make their respective capital contributions as follows: RMB 1,500,000 (approximately $0.24 million) on or before July 31, 2013; RMB 1,500,000 (approximately $0.24 million) on or before December 31, 2013; and RMB 1,500,000 (approximately  $0.24 million) on or before May 31, 2014. L3D-HK and China 3D had made their capital contributions on August 30, 2013 and August 1, 2013, respectively. Tianjin 3D will contribute certain assets valued at RMB 1,000,000 (approximately $0.16 million) for its equity interest of 10% in the joint venture.





The Company also entered into a memorandum of understanding (the “Gegu MOU”) effective  July 12, 2013 with Tianjin Gegu Economy Development Administration and Service Center (“Gegu”) pursuant to which the parties have agreed to form the 3D Science & Cultural Products International Exchange Center  (the “Center”).  The Center is intended for international and domestic partners to engage in commerce in 3D technology, culture and education related products.
 
 Gegu has agreed to provide the Company with the use of four buildings and one exhibition building, aggregating approximately 5,910 square meters, for use in setting up the Center.  Gegu is an entity owned by the local government of Gegu, Jinnan, Tianjin.  The Gegu MOU provides that Gegu will not charge the Company any rent or administration fees.  However, the Company has agreed to pay 25% of the net profit of the Center, if any, to Gegu.   The Company does not expect that the Center will achieve profitability within at least the first three years of operations.  Moreover, there can be no assurance that the Center will achieve profitability after three years, if at all.





Jimmy Kent-Lam Wong, the Company's CEO, a director and principal shareholder, is also one of the two directors of China 3D and through his affiliates owns a 50% interest in China 3D.  Chang Li, the Company's Chief Technology Officer and a director, is the second director of China 3D.  Additionally, Chang Li is the sole director and shareholder of Tianjin 3D, which also owns a 50% interest in China 3D.






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The following discussion summarizes the material changes in our results of operations and our financial condition for the three and nine months ended September 30, 2013 and September 30, 2012.  The Statement of Operations is included in the Financial Statements attached to this report.  Please refer to the Statement of Operations.





Results of Operations for the three months ended September 30, 2013 and 2012




Results of Operations




Revenues.The Company had no revenue for the three months ended September 30, 2013 and September 30, 2012, respectively. The Company is a development stage company and thus our revenues will fluctuate, and at times materially, from period to period.




Cost of Revenue.There was no cost of revenue in the three months ended September 30, 2013 and September 30, 2012, because the Company had no revenues in such periods.




Gross Profit.  For the three months ended September 30, 2013 and September 30, 2012, the Company had no gross profits due to the lack of revenues.




General and Administrative Expenses. For the three months ended September 30, 2013 and September 30, 2012, general and administrative expenses were $197,599 and $189,065, respectively, an increase of $8,534. The increase in such expenses is primarily attributable to the increase in the general and administrative expenses of the joint venture, 3D Science & Cultural Products International Exchange Center which was formed in July 2013. The increase was partially offset by the decrease in officers' compensation accrued due to the effect of the resignation of an officer in 2012 and the decrease in overseas travelling expenses.




Operating (Loss) or Operating Income.For the three months ended September 30, 2013, the operating loss was ($197,663) compared with an operating loss of ($188,039) for the period ended September 30, 2012, an increase of $9,624.  The increase in loss is primarily due to the increase in general and administrative expenses incurred by the Company’s joint venture as discussed above.




Operating (Loss) Attributable to Non-Controlling Interest. The operating loss attributable to the non- controlling interest for the three months ended September 30, 2013 amounted to ($31,149) compared with an operating loss attributable to the non-controlling interest of $0 for the three months ended September 30, 2012, an increase of ($31,149). The operating loss attributable to the non-controlling interest represents the share of the operating loss by the non-controlling interest of 3D Science & Cultural Products International Exchange Center in Tianjin for the three months ended September 30, 2013. The Company had no such investment in 2012.




Operating (Loss) Attributable to the Company.For the three months ended September 30, 2013, the operating loss attributable to the Company was ($166,514) compared with an operating loss of ($188,039) for the period ended September 30, 2012, a decrease of $21,525.  The decrease is primarily due to the decrease in officers' compensation accrued due to the effect of the resignation of an officer in 2012 and the decrease in overseas travelling expenses. The decrease had been partially offset by an increase in the general and administrative expenses of the joint venture as discussed above.




Income Tax Provision.  No provision for income tax benefit from net operating losses has been made for the three months ended September 30, 2013 as we have fully reserved the asset until realization is more reasonably assured.




Net (Loss) or Net Income Attributable to Non-Controlling Interest.  The net loss attributable to the non- controlling interest for the three months ended September 30, 2013 was ($30,163) compared with $0 for the three months ended September 30, 2012, an increase of $30,163.  This increase was mainly resulted from the increase in general and administrative expenses attributable to the non-controlling interest of the Company’s joint venture. The Company had no such investment in 2012.






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Net (Loss) or Net Income Attributable to the Company.  The net loss attributable to the Company for the three months ended September 30, 2013 was ($165,707) compared with ($188,039) for the three months ended September 30, 2012, a decrease of $22,332.  This decrease was primarily due to the decrease in general and administrative expenses as discussed above.




Liquidity and Capital Resources. Cash and equivalents at September 30, 2013 and December 31, 2012 totaled $201,873 and $24,857, respectively, an increase of $177,016.  The increase is primarily due to the financing provided by Jimmy Kent-Lam Wong, our CEO and principal shareholder.




Results of Operations for the nine months ended September 30, 2013 and 2012




Results of Operations




Revenues.For the nine months ended September 30, 2013 and September 30, 2012, revenues were $6,104 and $0, respectively, an increase of $6,104.  The revenues for the nine months ended September 30, 2013 were derived from sales of 3D technology products manufactured by third parties.  The increase in revenue is due to a lack of sales for the first nine months of 2012 compared with product sales generated in the nine months ended September 30, 2013.




Cost of Revenue.The Company's cost of revenue increased to $5,548 from $0 in the nine months ended September 30, 2013 compared to the same period in 2012.  The increase was due to the increase in sales in the current period.




Gross Profit.  For the nine months ended September 30, 2013, the gross profit was $556 compared with $0 for the same period in 2012.  The increase was because the Company had no revenue in the 2012 period and generated revenue during the current period.




General and Administrative Expenses. For the nine months ended September 30, 2013 and September 30, 2012, general and administrative expenses were $433,123 and $480,218, respectively, a decrease of $47,095.  The decrease in such expenses is primarily attributable to the decrease in accrued officers' compensation because of the resignation of an officer in 2012. The decrease had been partially offset by an increase in the general and administrative expenses of the Company’s joint venture.




Operating (Loss) or Operating Income.For the nine months ended September 30, 2013, the operating loss was ($432,693) compared with an operating loss of ($479,196) for the period ended September 30, 2012, a decrease of $46,503.  The decrease is due to the decrease in general and administrative expenses as discussed above.




Operating (Loss) Attributable to Non-Controlling Interest. The operating loss attributable to the non- controlling interest for the nine months ended September 30, 2013 amounted to ($31,149) compared with an operating loss attributable to the non-controlling interest of $0 for the nine months ended September 30, 2012, an increase of ($31,149). The operating loss attributable to the non-controlling interest represents the share of the operating loss by the non-controlling interest of 3D Science & Cultural Products International Exchange Center in Tianjin for the nine months ended September 30, 2013. The Company had no such investment in 2012.




Operating (Loss) Attributable to the Company.For the nine months ended September 30, 2013, the operating loss attributable to the Company was ($401,544) compared with an operating loss of ($479,196) for the period ended September 30, 2012, a decrease of $77,652.  The decrease is primarily due to the decrease in officers' compensation accrued due to the effect of the resignation of an officer in 2012 and the decrease in overseas travelling expenses. The decrease had been partially offset by an increase in the general and administrative expenses of the joint venture as discussed above.




Income Tax Provision.  No provision for income tax benefit from net operating losses has been made for the nine months ended September 30, 2013 as we have fully reserved the asset until realization is more reasonably assured.




Net (Loss) or Net Income Attributable to Non-Controlling Interest.  The net loss attributable to the non- controlling interest for the nine months ended September 30, 2013 was ($30,163) compared with $0 for the nine months ended September 30, 2012, an increase of $30,163.  This increase was mainly resulted from the increase in general and administrative expenses attributable to the non-controlling interest of the Company’s joint venture. The Company had no such investment in 2012.






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Net (Loss) or Net Income Attributable to the Company.  The net loss attributable to the Company for the nine months ended September 30, 2013 was ($400,737) compared with ($479,196) for the nine months ended September 30, 2012, a decrease of $78,459.  This decrease was primarily due to the decrease in general and administrative expenses as discussed above.




Liquidity and Capital Resources




Current and Expected Liquidity




Historically, we have financed operations primarily through the issuance of debt.  In the near future, as additional capital is needed, we expect to rely primarily on the sale of equity securities. We had loans payable to Jimmy Kent-Lam Wong, our CEO and principal shareholder, and Kingdom Industry Group Inc., a company controlled by Jimmy Kent-Lam Wong in an aggregate principal amount of $246,070 and $250,000, respectively, at September 30, 2013 that do not contain any restrictive covenants restricting our ability to issue additional debt or equity securities.  We also financed operations by increasing our payables and liabilities due to third parties to $829,674 at September 30, 2013 from $534,355 at December 31, 2012, an increase of $295,319.  The increase is due principally to salaries accrued for the services of our officers in the first three quarters of 2013.  Such salaries are payable only after we have demonstrated our ability to operate on a profitable basis for a period of time, in the judgment of the Board of Directors.




Our cash used for operating activities increased by $21,146 from $130,088 at September 30, 2012 to $151,234 at September 30, 2013, due principally to the reduction in our general and administrative expenses which was partially offset by an increase in the expenses of the joint venture.




Our cash used in investing activities increased by $224,710 from $0 at September 30, 2012 to $224,710 at September 30, 2013, due primarily to the purchase of fixed assets for the Company’s joint venture.




Our cash provided by financing activities increased by $489,628, from $64,389 at September 30, 2012 to $554,017 at September 30, 2013, due principally toan increase in loans from our principal shareholder.




We will require substantial additional capital to develop a market for 3D products and implement our business plan.  We plan to pursue financing from private investors and institutions in and outside the PRC.  We do not have any commitments for additional financing. Such new financing could include equity, which may be dilutive to our shareholders, or debt, which would likely restrict our ability to borrow from other sources.  In addition, such securities may contain rights, preferences or privileges senior to the rights of our current shareholders.




There can be no assurance that additional funds will be available on terms acceptable to us or at all.  If adequate funds are not available, we may have to materially curtail our operations.  Any inability to raise adequate funds could have a material adverse effect on our business, results of operations and financial condition.




Due to the uncertainties related to these matters, there exists substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should we be unable to continue as a going concern.




Capital Commitments




We had no material commitments for capital expenditures.




Off-Balance Sheet Arrangements






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There were no off-balance sheet arrangements at September 30, 2013.




Critical Accounting Policies and Estimates




Accounting Estimates.The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. 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 revenue and expenses during the reporting period. Actual results when ultimately realized could differ from those estimates.




Fair Value of Financial Instruments.  The carrying amounts of financial instruments, including cash, other receivables, accounts payable and accrued expenses, approximates their fair value due to the relatively short-term nature of these instruments.




Revenue Recognition.We recognize 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 been performed, the sales price is fixed and determinable, and collectability is probable. The Company recognizes sales when the merchandise is shipped, title has passed to the customers or the service is provided, and collectability is reasonably assured.




Foreign Currency Translation.  For financial reporting purposes, the financial statements of the Company, which are prepared in Hong Kong Dollars ("HKD"), are translated into the Company's reporting currency, United States Dollars ("USD").  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.  Adjustments resulting from the translation, if any, are included in accumulated other comprehensive income (loss) in the shareholders’ equity.




We follow FASB ASC 80-30, "Foreign Currency Translation", for both the translation and re-measurement of balance sheet and income statement items into U.S. dollars.  Resulting translation adjustments are reported as a separate component of accumulated comprehensive income (loss) in stockholders' equity.




We maintain our books and accounting records in HKD, with HKD being the functional currency.  Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates.  Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date.  Any translation gains (losses) are recorded in exchange reserve as a component of shareholders equity.  Income and expenditures are translated at the average exchange rate of the year.




Income Taxes.  Taxes are calculated in accordance with taxation principles currently effective in Hong Kong.  We account for income taxes using the 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.




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 of more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.




Recent Accounting Pronouncements






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The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.




Item 3.                      Quantitative and Qualitative Disclosures About Market Risk




Not applicable.




Item 4.                      Controls and Procedures




Evaluation of Disclosure Controls and Procedures




Disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our Chief Executive Officer, we conducted 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) of the Exchange Act .  Based on his evaluation as of the end of the period covered by this report, he concluded that our disclosure controls and procedures were effective at a reasonable assurance level to ensure that the information required to be disclosed in reports filed or submitted under the  Exchange Act , including this report, were recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and was accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.




Changes in Internal Control Over Financial Reporting




There have been no changes in our internal controls over financial reporting during the quarter ended September 30, 2013 that have materially affected or are reasonably likely to materially affect, such controls.







PART II – OTHER INFORMATION




Item 1.                           Legal Proceedings.




There are no claims, actions, suits, proceedings or investigations that are currently pending or, to our knowledge, threatened by or against us, or with respect to our operations or assets, by or against any of our officers, directors or affiliates.




Item 1A.                         Risk Factors.




Not applicable.




Item 2.                            Unregistered Sales of Equity Securities and Use of Proceeds.




None.




Item 3.                           Defaults upon Senior Securities.




None.




Item 4.                           Mine Safety Disclosures.




Not applicable.






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Item 5.                                Other Information.




None.




Item 6.                                Exhibits.




(c)
Exhibits.31.1
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


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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.




Living 3D Holdings, Inc.Date:  November 14, 2013
/s/ Jimmy Kent-Lam Wong

Name:  Jimmy Kent-Lam Wong

Title: Chief Executive Officer and Chairman of the Board of DirectorsDate:  November 14, 2013
/s/ Kin Wah Ngai

Name:  Kin Wah Ngai

Title: Chief Financial Officer and Director


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Index to Exhibits





31.1
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


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