LIVING 3D HOLDINGS, INC. - Quarter Report: 2011 September (Form 10-Q)

livingthreedsepqeleven.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————

FORM 10-Q

———————

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

For the quarterly period ended: September 30, 2011
or

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

For the transition period from: _____________ to _____________

———————

Living 3D Holdings, Inc.

(Exact name of registrant as specified in its charter)

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NEVADA	333-102684	87-0451230
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

1225 W. Washington Street, Suite 213, Tempe AZ 85281

(Address of Principal Executive Office) (Zip Code)

(602) 778-7516

(Registrant’s telephone number, including area code)

AirWare International Corp.

(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 registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.		X	Yes		No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer., or a smaller reporting company.

Large accelerated filer	Accelerated filer
Non-accelerated filer	Smaller reporting company			X

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).		X	Yes		No

The number of shares of the issuer’s Common Stock outstanding as of November 15, 2011 is 7,112,600.

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	Page
PART I – FINANCIAL INFORMATION	3

Item 1 Financial Statements	3

Condensed Balance Sheets – As of September 30, 2011 (Unaudited) and December 31, 2010	3
Condensed Statements of Operations (Unaudited) – Three Months and Nine Months Ended September 30, 2011 and 2010	4
Condensed Statements of Cash Flows (Unaudited) – Nine Months Ended September 30, 2011 and 2010	5
Notes to Condensed Financial Statements	7 through 9

Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations	10

Item 3 Quantitative and Qualitative Disclosures About Market Risk	11

Item 4 Controls and Procedures	11

PART II – OTHER INFORMATION	12

Item 1 Legal Proceedings	12

Item 1A Risk Factors	12

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds	13

Item 3 Defaults Upon Senior Securities	13

Item 4 (Removed and Reserved)	13

Item 5 Other Information	13

Item 6 Exhibits	13

SIGNATURES	14

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PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements.

Living 3D Holdings, Inc.

(Formerly AirWare International Corp.)

(Formerly Concrete Casting Incorporated)

(A Development Stage Company)

CONDENSED BALANCE SHEETS

ASSETS
	September 30, 2011 (Unaudited)			December 31, 2010

Current Assets
Cash and cash equivalents	$	-		$	412

Total Current Assets		-			412

Total Assets	$	-		$	412

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable and accrued expenses	$	2,210		$	4,071
Accounts payable - related party		2,101			-
Notes payable - related party		12,000			-

Total Current Liabilities		16,311			4,071

Commitments and Contingencies		-			-

Stockholders' Equity (Deficit)
Common stock, $.001 par value, 90,000,000 shares authorized,
7,112,600 and 7,112,600 shares issued and outstanding,		7,113			7,113
respectively
Preferred Stock, $.001 par value, 10,000,000 shares authorized,
no shares issued and outstanding		-			-
Additional paid-in capital		499,696			498,496
Accumulated deficit		(523,120	)		(509,268	)

Total Stockholders' Equity (Deficit)		(16,311	)		(3,659	)

Total Liabilities and Stockholders' Equity (Deficit)	$	-		$	412

The Accompanying Notes are an Integral

Part of these Condensed Financial Statements

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Living 3D Holdings, Inc.

(Formerly AirWare International Corp.)

(Formerly Concrete Casting Incorporated)

(A Development Stage Company)

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended September 30, 2011			For the Three Months Ended September 30, 2010			For the Nine Months Ended September 30, 2011			For the Nine Months Ended September 30, 2010			From the Date of Inception, October 28, 1987 through September 30, 2011

Revenues	$	-		$	-		$	-		$	-		$	-

Cost of Revenues		-			-			-			-			-

Gross Profit (Loss)		-			-			-			-			-

General and Administrative Expenses		4,665			4,068			13,152			19,613			96,667

Loss from Operations		(4,665	)		(4,068	)		(13,152	)		(19,613	)		(96,667	)

Other Expenses - Interest and Miscellaneous		(300	)		-			(700	)		-			(19,255	)

Loss Before Discontinued Operations		(4,965	)		(4,068	)		(13,852	)		(19,613	)		(115,922	)
and Income Taxes

Discontinued Operations and
Income Taxes

Loss from discontinued operations		-			-			-			-			(407,198	)

Loss Before Income Taxes		(4,965	)		(4,068	)		(13,852	)		(19,613	)		(523,120	)

Income Taxes		-			-			-			-			-

Net Loss	$	(4,965	)	$	(4,068	)	$	(13,852	)	$	(19,613	)	$	(523,120	)

Basic and Diluted Loss per Common Share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted Average Common Shares;
basic and diluted		7,112,600			7,112,600			7,112,600			7,112,600

The Accompanying Notes are an Integral

Part of these Condensed Financial Statements

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Living 3D Holdings, Inc.

(Formerly AirWare International Corp.)

(Formerly Concrete Casting Incorporated)

(A Development Stage Company)

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Nine Months Ended September 30, 2011			For the Nine Months Ended September 30, 2010			From the date of Inception, October 28, 1987 through September 30, 2011



Cash flows from operating activities:
Net Loss	$	(13,852	)	$	(19,613	)	$	(523,120	)

Adjustments to reconcile net loss
to net cash provided (used) by
operating activities:
Loss on impairment of assets		-			-			2,000
Loss on disposal of assets		-			-			4,785
Stock issued for forgiveness of debt		-			-			11,751
Expenses paid on behalf of the Company		-			-			47
Stock issued for services		-			3,900			44,800
Contributed Services		500			-			96,660
Imputed interest on related party note		700			-			700
Depreciation		-			-			8,162

Changes in assets and liabilities:
(Increase) decrease in organization costs		-			-			(203	)
Increase (decrease) in accounts payable		240			1,809			4,311

Net cash used by operating activities		(12,412	)		(13,904	)		(350,107	)

Cash flows from investing activities:
Purchase of fixed assets		-			-			(2,269	)
Purchase of leasehold improvements		-			-			(10,474	)

Net cash used by investing activities		-			-			(12,743	)

Cash flows from financing activities:
Proceeds from equity issuances		-			-			350,850
Proceeds from notes - related party		12,000			-			12,000

Net cash provided by financing activities		12,000			-			362,850

Net increase (decrease) in cash and cash equivalents		(412	)		(13,904	)		-

Cash and cash equivalents at beginning of period		412			16,503			-

Cash and cash equivalents at end of period	$	-		$	2,599		$	-

The Accompanying Notes are an Integral

Part of these Condensed Financial Statements

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Living 3D Holdings, Inc.

(Formerly AirWare International Corp.)

(Formerly Concrete Casting Incorporated)

(A Development Stage Company)

CONDENSED STATEMENTS OF CASH FLOWS (Continued)

(Unaudited)

	For the Nine Months Ended September 30, 2011		For the Nine Months Ended Septmeber 30, 2010		From the date of Inception, October 28, 1987 through September 30, 2011

Supplemental Disclosure of Cash Flow Information:

Cash Paid for:
Interest	$	-	$	-	$	-
Taxes	$	-	$	-	$	-


Non-Cash Investing and Financing Activities
Equity Issued for Assets	$	-	$	-	$	2,000

The Accompanying Notes are an Integral

Part of these Condensed Financial Statements

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Living 3D Holdings, Inc.

(Formerly AirWare International Corp.)

(Formerly Concrete Casting Incorporated)

(A Development Stage Company)

NOTES TO CONDENSED FINANCIAL STATEMENTS

1. Summary of Significant Accounting Policies and Use of Estimates:

Presentation of Interim Information:

The condensed financial statements included herein have been prepared by Living 3D Holdings, Inc.. (“we”, “us”, “our” or “Company”) without audit, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) and should be read in conjunction with our December 31, 2010 annual report on Form 10-K. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, as permitted by the SEC, although we believe the disclosures, which are made, are adequate to make the information presented not misleading. Further, the condensed financial statements reflect, in the opinion of management, all normal recurring adjustments necessary to present fairly our financial position at September 30, 2011, and the results of our operations and cash flows for the periods presented. The December 31, 2010 condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.

Nature of Corporation:

Living 3D Holdings, Inc. (formerly AirWare International Corp.) (formerly Concrete Casting Incorporated) (the Company) was organized under the laws of the State of Nevada on October 28, 1987. The Company was organized for the purpose of pursing the business of stock transfer and register agent and conducted limited activity until operations ceased. The business remained inactive until 2001 during which time it sought new business opportunities. On November 30, 2001, the Company acquired certain assets from Mr. Cordell Henrie, a sole proprietor doing business as Concrete Casting. Mr. Henrie became the president of the Company. The Company changed its name to Concrete Casting Incorporated on January 17, 2002. The assets included drawings, plans and concepts with respect to the design of products to be cast out of concrete. The Company pursued the development of its concrete casting assets but never generated significant revenues. On December 31, 2007, Mr. Henrie resigned as an officer and a director of the Company to pursue other interests and the Company has discontinued its concrete casting operations. The Company has retained the services of Kevin J. Asher to serve as its sole officer and director. Mr. Asher is seeking to acquire new business opportunities for the Company. On July 1, 2010 the registrant changed its name to AirWare International Corp. in preparation for a merger with AirWare Holdings, Inc. As of September 30, 2010, the merger had not closed and the planned merger was cancelled. The Company is classified as a development stage company as defined in ASC 915-10 (formerly SFAS No. 7). On September 27, 2011 the Company changed its name to Living 3D Holdings, Inc.

Earnings per Share:

Basic loss per common share is computed based on weighted average shares outstanding and excludes any potential dilution from stock options, warrants and other common stock equivalents. Basic net loss per common share is computed by dividing loss available to common shareholders by the weighted average number of common shares outstanding for the period.

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Living 3D Holdings, Inc.

(Formerly AirWare International Corp.)

(Formerly Concrete Casting Incorporated)

(A Development Stage Company)

NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)

	Nine Months Ended September 30, 2011			Nine Months Ended September 30, 2011

Loss available to common stockholders	$	(13,852	)	$	(19,613	)

Weighted average number of common shares
used in basic earnings per share		7,112,600			7,112,600

Basic weighted average loss per share	$	(0.00	)	$	(0.00	)

New Accounting Pronouncements:

There have been no recent accounting pronouncements issued which are expected to have a material effect on the Company’s financial statements.

Income Taxes:

The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, and various states and foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2007.

The Company has adopted the provisions of ASC 740-10 (formerly FASB interpretation No. 48, Accounting for Uncertainty in Income Taxes), on July 1, 2007.

Included in the balance at September 30, 2011 and December 31, 2010, are $0 of tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. Because of the impact of deferred tax accounting, other than interest and penalties, the disallowance of the shorter deductibility period would not affect the annual effective tax rate but would accelerate the payment of cash to the taxing authority to an earlier period.

The Company’s policy is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the nine month periods ended September 30, 2011 and 2010, the Company did not recognize any interest or penalties.

The effective income tax rate of 0% for the nine months ended September 30, 2011 and 2010 differed from the statutory rate, due primarily to net operating losses incurred by the Company in past and/or respective periods. The Company has established a valuation allowance in the full amount of the deferred tax asset due to the uncertainty of the utilization of operating losses in future periods.

Discontinued Operations:

On December 31, 2007, the Company decided to cease its operating business. In accordance with FASB Statement No. 144, the Company has classified all prior operations with the exception of interest expense as discontinued operations and has restated all prior income statements. No income tax benefit has been attributed to the transactions.

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Living 3D Holdings, Inc.

(Formerly AirWare International Corp.)

(Formerly Concrete Casting Incorporated)

(A Development Stage Company)

NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)

2. Common Stock Transactions:

On July 1, 2010, the Majority Shareholders of the issued and outstanding shares of the Company’s common stock approved a .48 for 1 reverse common stock split; these interim financial statements have been adjusted for the effects of this reverse split.

During the nine months ended September 30, 2010, the Company issued 100,000 shares of common stock as compensation to its CEO. The Company valued the stock at its fair market value of $.052 per share, resulting in compensation expense of $5,200. The Company will recognize this expense prorata over the year ended December 31, 2010. Compensation expense during the nine months ended September 30, 2010 was $3,900 related to this event with the remaining $1,300 being recorded as prepaid compensation.

On September 27, 2011, the majority Shareholders of the issued and outstanding shares of the Company’s common stock approved a 2.0833 for 1 forward common stock split; these interim financial statements have been adjusted for the effects of this split.

3. Related Party Transactions:

On September 27, 2011 the Company’s majority shareholder paid a $2,120 invoice on behalf of the Company.

During the nine months ended September 30, 2010, the Company issued 100,000 shares of common stock at fair value of $.052 per share as prepaid compensation to Kevin Asher, the Company’s Sole Director and Officer.

4. Going Concern:

The Company’s financial statements are prepared using 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. However, the Company has had no significant operations since inception. These factors create uncertainty about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

The ability of the Company to continue as a going concern is also dependent upon its ability to successfully raise any necessary additional funds not provided by operations through additional sale of its common stock or by entering into a merger with a profitable company. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

4. Subsequent Events:

Management has evaluated subsequent events, as of the date the financial statements were issued, pursuant to the requirements of ASC Topic 855 and has determined that no material subsequent events exist.

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

Results of Operations

From November 30, 2001, through December 31, 2007, the Company attempted to develop products of casted concrete that could be marketed to commercial landscapers and to end user homeowners. Development efforts were led by our then president Cordell Henrie who had for several years been working to perfect a concrete casting process for ornate fence posts and other concrete products that had potential for the landscaping market. Eventually Mr. Henrie was unable to continue his development work. The Company never successfully brought a product to market. On December 31, 2007, the Company abandoned its development of concrete products. Revenues during this time from business operations were negligible.

Capital Resources

Business operations were initially funded by loans from shareholders which eventually totaled in the aggregate $45,688. Then during the fiscal year ended December 31, 2006, the Company raised $153,000 through the sale of common stock in a public registered offering at the offering price of $0.25 per share. During the fiscal year ended December 31, 2007, the Company raised an additional $165,000 through the sale of common stock in a private offering also at the offering price of $0.25 per share. It was the proceeds of these offerings that funded our operations during these fiscal years. The shareholder loans were also paid in full during 2007 by using proceeds from the private offering.

During the nine months ended September 30, 2011 the Company received a $12,000 non-interest bearing advance from its largest shareholder to cover operating expenses until an alternative business opportunity can be identified. Interest is being imputed on the note at 10% per annum.

Three Months Ended September 30, 2011 and 2010

General operating expenses for the three months ended September 30, 2011, totaled $4,665 as compared to $4,068 for the three months ended September 30, 2010. The increase is primarily due to the Company paying to have tax returns prepared for the years ended December 31, 2010, 2009 and 2008 but was partially offset by paying compensation to its officer via the issuance of 100,000 shares of restricted stock during the year ended December 31, 2010 and reduced legal fees in 2011. The Company also recorded $300 in imputed interest on a $12,000 non-interest bearing related party note during the three months ended September 30, 2011. As of January 1, 2008, our expenses have consisted almost exclusively of the payment of professional fees necessary to maintain our corporate structure and meet our reporting responsibilities with the United States Securities and Exchange Commission. We anticipate that over the next six months we may incur additional legal expenses as we will need to raise additional capital and search for new business opportunities.

Nine Months Ended September 30, 2011 and 2010

General operating expenses for the nine months ended September 30, 2011, totaled $13,152 as compared to $19,613 for the six months ended September 30, 2010. The decrease is primarily due to the Company paying compensation to its officer via the issuance of 100,000 shares of restricted stock during the quarter ended March 31, 2010 and reduced legal fees in 2011. However this was offset by the Company paying for the preparation of tax returns for the years ended December 31, 2010, 2009 and 2008 during the nine months ended September 30, 2011. The Company also recorded $700 in imputed interest on a $12,000 non-interest bearing related party note during the nine months ended September 30, 2011. As of January 1, 2008, our expenses have consisted almost exclusively of the payment of professional fees necessary to maintain our corporate structure and meet our reporting responsibilities with the United States Securities and Exchange Commission. We anticipate that over the next three months we will incur additional legal expenses as we will need to raise additional capital and search for new business opportunities.

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Liquidity

As of September 30, 2011, we have zero cash on hand. The Company will need to obtain additional shareholder advances or merge with a profitable company to continue in business and is confident it can do so. We project that our operating expenses as discussed above will not exceed $5,000 per quarter unless we enter into a merger or acquisition. As we search for new business opportunities we do not have the liquid resources to acquire any business or technology by purchase. Any acquisition will have to be made in exchange for the issuance of shares of common stock. If the Company does not complete a transaction by the end of the fiscal year it will be necessary to raise additional capital either through the sale of additional equity or through existing shareholder loans.

Forward-Looking Statements

We have made forward-looking statements, within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, in this quarterly report on Form 10-Q, including the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include the information concerning our possible or assumed search for new business opportunities and future costs of operations. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions.

Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in the forward-looking statements. You should understand that many important factors could cause our results to differ materially from those expressed in the forward-looking statements. These factors include, without limitation, the difficulty in locating new business opportunities, our regulatory environment, our limited operating history, our ability to implement our growth strategy, our ability to integrate acquired companies and their assets and personnel into our business, our obligations to pay professional fees, and other economic conditions and increases in corporate maintenance and reporting costs. Unless legally required, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Off Balance Sheet Arrangements

None

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

Market risk generally represents the risk that losses may occur in the values of financial instruments as a result of movements in interest rates, foreign currency exchange rates and commodity prices. We do not have foreign currency exchange rate market risk. We do not purchase commodities. We do not currently have any financial instruments susceptible to interest rate fluctuations.

Item 4.

Controls and Procedures.

An evaluation as of the end of the period covered by this report was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended). Disclosure controls and procedures are defined as those controls and other procedures of an issuer that are designed to ensure that the information required to be disclosed by the issuer in the reports it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the United States Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to the issuer’s management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that those disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the United States Securities and Exchange Commission’s rules and forms. In addition, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

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PART II – OTHER INFORMATION

Item 1.

Legal Proceedings.

None.

Item 1A.

Risk Factors.

The risk factors listed in this section and other factors noted herein or incorporated by reference could cause our actual results to differ materially from those contained in any forward-looking statements. The following risk factors, in addition to the information discussed elsewhere herein, should be carefully considered in evaluating us and our business:

We are Subject to the Reporting Requirements of Federal Securities Laws, Which Impose Additional Burdens. We are a public reporting company and accordingly subject to the information and reporting requirements of the Exchange Act and other federal securities laws, including compliance with the Sarbanes-Oxley Act of 2002. As a public company, we expect these new rules and regulations to increase our compliance costs in the future and to make certain activities more time consuming and costly.

As a public company, these new rules and regulations may make it more difficult and expensive for us to obtain director and officer liability insurance in the future, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers.

If We Fail to Maintain an Effective System of Internal Controls, We May Not be Able to Accurately Report Our Financial Results or Prevent Fraud. As a Result, Current and Potential Shareholders Could Lose Confidence in Our Financial Reporting, Which Could Harm Our Business and the Trading Price of Our Stock. Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. If we cannot provide financial reports or prevent fraud, our business reputation and operating results could be harmed. Inferior internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock.

Your Ownership Could be Diluted by Future Issuances of Our Stock, Options, Warrants or Other Securities. Your ownership in the Company may be diluted by future issuances of capital stock or the exercise of outstanding or to be issued options, warrants or convertible notes to purchase capital stock. In particular, we may sell securities in the future in order to finance operations, expansions or particular projects or expenditures.

We Do Not Intend to Pay Dividends on Our Common Stock. We have never declared or paid any cash dividends on our capital stock. We currently intend to retain any future earnings and do not expect to pay any dividends in the foreseeable future.

Dependence upon Executive Officers. Our operations are dependent upon the continued services of our executive officers. The loss of services of any of our executive officers, whether as a result of death, disability or otherwise, could have a material adverse effect upon our operations.

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Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3.

Defaults Upon Senior Securities.

None.

Item 4.

Removed and Reserved

Item 5.

Other Information.

None.

Item 6.

Exhibits.

Exhibit 31.1 CEO and CFO Certification

Exhibit 32.1 CEO and CFO Certification

101 Interactive Data Files

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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.

Date: November 16, 2011

	LIVING 3D HOLDINGS, INC.


	By:	/s/ Kevin J. Asher
		Kevin J. Asher
		Director and Principal Executive Officer Principal Financial Officer Principal Accounting Officer

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