LIVING 3D HOLDINGS, INC. - Quarter Report: 2015 June (Form 10-Q)

living3d10q06302015.htm

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 June 30, 2015

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	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). ¨ Yes ý 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. 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 July 15, 2015
Common Stock, $.001 par value		69,703,480

Form 10-Q Living 3D Holdings, Inc. JUNE 30, 2015 Table of Contents
PART I – FINANCIAL INFORMATION		Page
Item 1.	Financial Statements.
	Consolidated Balance Sheets—As of June 30, 2015 (Unaudited) and December 31, 2014.	1
	Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited)—for the three and six months ended June 30, 2015 and 2014.	2
	Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for the six months ended June 30, 2015 (Unaudited).	3
	Consolidated Statements of Cash Flows for the six months ended June 30, 2015 and 2014 (Unaudited).	4
	Notes to Consolidated Financial Statements (Unaudited).	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	8
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	13
Item 4.	Controls and Procedures.	14
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.	14
Item 1A.	Risk Factors.	14
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	14
Item 3.	Defaults Upon Senior Securities.	14
Item 4.	Mine Safety Disclosures.	14
Item 5.	Other Information.	14
Item 6.	Exhibits.	15
Signatures		16
Exhibits
Certifications

Living 3D Holdings, Inc.
Consolidated Balance Sheets
(Stated in US dollars)
	June 30, 2015			December 31, 2014
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	1,628		$	3,691
Due from related party		6,544			6,544
Other current assets		289			289
Total Current Assets		8,461			10,524
TOTAL ASSETS	$	8,461		$	10,524

LIABILITIES & SHAREHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Accounts payable	$	18,756		$	18,756
Accrued liabilities and other payables		1,534,759			1,401,771
Loan from related party		300,000			300,000
Due to related parties		202,197			123,897
Total Current Liabilities		2,055,712			1,844,424
TOTAL LIABILITIES	$	2,055,712		$	1,844,424

SHAREHOLDERS’ 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 June 30, 2015 and December 31, 2014		69,704			69,704
Additional paid-in capital		(69,604	)		(69,604	)
Accumulated deficit		(2,047,351	)		(1,834,000	)
TOTAL SHAREHOLDERS’ EQUITY (DEFICIT)		(2,047,251	)		(1,833,900	)

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)	$	8,461		$	10,524

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

Living 3D Holdings, Inc.

Consolidated Statements of Operations and Comprehensive Income (Loss)

(Stated in US dollars)

(Unaudited)

	For The Three Months Ended June 30,						For The Six Months Ended June 30,
	2015			2014			2015			2014
Revenue	$	-		$	6,251		$	6,795		$	8,512
Cost of Revenue		-			5,642			6,300			7,898
Gross Profit		-			609			495			614

Operating Expenses
General and administrative expenses		113,842			145,918			202,817			337,906
Gain on disposal of joint venture		-			(126,848	)		-			(126,848	)
Total Operating Expenses		113,842			19,070			202,817			211,058

Loss from Operations		(113,842	)		(18,461	)		(202,322	)		(210,444	)
Other Income (Expenses)
Interest expenses		(5,422	)		(5,482	)		(10,844	)		(15,423	)
Other income (expenses)		(118	)		(8	)		(185	)		23
Total Other Expenses		(5,540	)		(5,490	)		(11,029	)		(15,400	)

Net Loss	$	(119,382	)	$	(23,951	)	$	(213,351	)	$	(225,844	)
Less: Net loss attributable to non-controlling interest		-			-			-			(35,435	)
Net Loss Attributable to Living 3D Holdings, Inc.	$	(119,382	)	$	(23,951	)	$	(213,351	)	$	(190,409	)

Comprehensive Loss
Net Loss		(119,382	)		(23,951	)		(213,351	)		(225,844	)
Foreign currency translation gain		-			-			-			1,592
Total Comprehensive Loss	$	(119,382	)	$	(23,951	)	$	(213,351	)	$	(224,252	)
Comprehensive loss attributable to non-controlling interest		-			-			-			(34,560	)
Comprehensive loss attributable to Living 3D Holdings, Inc.	$	(119,382	)	$	(23,951	)	$	(213,351	)	$	(189,692	)

Basic and Diluted Loss per Common Share		(0.00	)		(0.00	)		(0.00	)		(0.00	)
Weighted Average Common Shares; Basic and Diluted		69,703,480			69,703,480			69,703,480			69,703,480



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

Living 3D Holdings, Inc.

Consolidated Statement of Changes in Shareholders’ Equity (Deficit)

(Stated in US dollars)

(Unaudited)

	Common Stock					Additional						Total
	Shares		Amount			Paid-in Capital			Accumulated Deficit			Shareholders’ Equity (Deficit)

Balance as of December 31, 2014		69,703,480		$	69,704	$	(69,604	)	$	(1,834,000	)	$	(1,833,900	)

Net loss for the period										(213,351	)		(213,351	)

Balance as of June 30, 2015		69,703,480		$	69,704	$	(69,604	)	$	(2,047,351	)	$	(2,047,251	)


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

Living 3D Holdings, Inc. Consolidated Statements of Cash Flows (Stated in US dollars) (Unaudited)
	For The Six Months Ended June 30,
	2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(213,351	)	$	(225,844	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expenses		-			6,436
Gain on disposal of Joint Venture		-			(126,848	)
Changes in operating assets and liabilities
Accounts receivable		-			(8,512	)
Other current assets		-			7,046
Accounts payable		-			5,641
Accrued liabilities and other payables		132,988			167,002
CASH USED IN OPERATING ACTIVITIES		(80,363	)		(175,079	)

CASH FLOW FROM INVESTING ACTIVITIES
Cash paid for the purchase of property and equipment		-			(3,171	)
Cash paid on disposal of joint venture		-			(3,949	)
CASH USED IN INVESTING ACTIVITIES		-			(7,120	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related parties		78,300			131,730
CASH PROVIDED BY FINANCING ACTIVITIES		78,300			131,730

Effect of exchange rate changes on cash and cash equivalents					(30	)
NET DECREASE IN CASH		(2,063	)		(50,499	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	$	3,691		$	54,349
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	1,628		$	3,850


Supplementary Disclosures for Cash Flow Information:
Income taxes paid	$	-		$	-
Interest paid	$	-		$	-
Forgiveness of loan and accrued interest from related party
in connection with disposal of joint venture	$	-		$	260,844

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

Living 3D Holdings, Inc.

Notes to Unaudited Consolidated Financial Statements

NOTE 1 - DESCRIPTION OF BUSINESS AND ORGANIZATION

Living 3D Holdings Ltd (“L3D”) was incorporated in the British Virgin Islands (the “BVI”) on June 23, 2008. L3D is a globally integrated enterprise that targets the 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.

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 Share Exchange, 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 the Company in exchange for all of the issued and outstanding securities of L3D. The Share Exchange closed on December 8, 2011. As a result of the Share Exchange, L3D became the Company'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 to the shareholders 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.

In June 2013, the Company with its strategic partners has 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. Effective April 1, 2014, the Company disposed of its entire equity interests in 3D Science & Cultural Products International Exchange Center.

At June 30, 2015, L3D has the following wholly owned subsidiaries: Living 3D (Hong Kong) Limited, 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 or the Company.

For the sake of clarity, this report follows the English naming convention of first name followed by last name, regardless of whether an individual’s name is Chinese or English. For example, the name of our President will be presented as "Jimmy Kent-Lam Wong," even though, in Chinese, his name would be presented as "Wong Jimmy Kent-Lam."

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, 2014, as reported in Form 10-K, have been omitted.

B. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Management believes that none of the recently adopted accounting pronouncements will have a material effect on the Company’s financial position, results of operations, or cash flows.

C. RECLASSIFICAITON

Certain prior year amounts have been reclassified to conform to the current period presentation. The reclassification had no impact on net earnings and financial position.

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. As of June 30, 2015, the Company has a working capital deficit of $2,047,251 and an accumulated deficit of $2,047,351. The Company is primarily funded by Jimmy Kent-Lam Wong, the Company’s Chief Executive Officer ("CEO") and principal shareholder and other related parties. The Company will have to raise additional capital, including through the sale of equity securities, to support its operation and expansion.

These conditions and uncertainties raise substantial doubt as to the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 4 – RELATED PARTY TRANSACTIONS

The related parties consist of the following:

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

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

Due from Related Party

Due from related party consists of the following:

	June 30, 2015		December 31, 2014
Jimmy Kent-Lam Wong	$	6,544	$	6,544
Total	$	6,544	$	6,544

The above amount represents advance to Jimmy Kent-Lam Wong for business purpose.

Due to Related Parties

Due to related parties consists of the following:

	June 30, 2015		December 31, 2014
Kingdom Industry Group Inc.	$	202,197	$	123,897
Total	$	202,197	$	123,897

The amounts due to related parties represent advances received to support the Company’s operations. They are unsecured, bearing no interest and repayable on demand.

Loan from Related Party

By the agreements dated August 28, 2013 and November 29, 2013, the Company obtained loans of $250,000 and $300,000, respectively, from Kingdom Industry Group Inc. The loans are unsecured, bearing interest of 7.33% per annum and are to be repayable within two years from the respective dates of the loan agreements. In connection with the disposal of 3D Science & Cultural Products International Exchange Center, the directors of Kingdom Industry Group, Inc. had elected to relinquish all their claims on the loan of $250,000 together with any accrued interests thereon. The directors of Kingdom Industry Group Inc. confirmed that they would not have any claim whatsoever on the said loan.

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 and Section 21E of the Securities Exchange Act of 1934. 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, unless 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, limited revenue and history of losses; (ii) our independent registered certified public accountants have expressed a going concern opinion; (iii) our ability to raise additional working capital that we may 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 the 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, 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 display in business advertising and special operational environments.

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 operation;

*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 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 company, 3D Science & Cultural Products International Exchange Center. The principal activities of the joint venture company 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 was RMB 10,000,000 (approximately US $1.6 million). L3D-HK and China 3D had each committed to contribute RMB 4,500,000 (approximately US $0.7 million) of such amount and each owned 45% of the joint venture. L3D-HK and China 3D made their respective capital contributions as follows: RMB 1,500,000 (approximately US $0.24 million) on or before July 31, 2013; RMB 1,500,000 (approximately US $0.24 million) on or before December 31, 2013; and RMB 1,500,000 (approximately US $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 contributed certain assets valued at RMB 1,000,000 (approximately US $0.16 million) for its equity interest of 10% in the joint venture.

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

By a Sale and Purchase Agreement dated June 26, 2014, L3D-HK had sold its 45% of 3D Science & Cultural Products International Exchange Center to Excellent Plus Group Limited, an independent third party at a consideration of US$250,000, effective April 1, 2014. The consideration of US$250,000 was satisfied by the forgiveness of debt of the same amount due to Kingdom Industry Group Inc.

The following discussion summarizes the material changes in our results of operations and our financial condition for the three months ended June 30, 2015 and June 30, 2014. 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 June 30, 2015 and 2014

Results from Operations

Revenues. For the three months ended June 30, 2015 and June 30, 2014, revenues were $ 0 and $6,251 respectively, a decrease of $6,251. The revenues for the three months ended June 30, 2014 were derived from sales of 3D technology products manufactured by third parties. There was no such sales for the three months’ period over the comparable period. Moreover, the Company is still in the early stage of development and its sales fluctuate.

Cost of Revenue. The Company’s cost of revenue decreased to $0 from $5,642 in the period ended June 30, 2015 compared to the same period in 2014. The decrease was due to the decrease in sales in the period.

Gross Profit. For the three months ended June 30, 2015, the gross profit was $0 compared with $609 for the same period in 2014. The decrease was because of the decrease in sales in the current period.

General and Administrative Expenses. For the three months ended June 30, 2015 and June 30, 2014, general and administrative expenses were $113,842 and $145,918, respectively, a decrease of $32,076. The decrease in such expenses was primarily attributable to the decrease in the salary accrued to Li Chang who was removed from the board on October 3, 2014.

Operating (Loss) or Operating Income. For the three months ended June 30, 2015, the operating loss was $(113,842) and, for the same period ended June 30, 2014, the operating loss was $(18,461), an increase of $95,381. The increase of operating loss between the periods was explained by the fact that the operating loss for the three months ended June 30, 2014 was substantially reduced by the gain on disposal of the Company’s joint venture. The disposal gain amounted to $126,848 and, there was no such disposal gain for the period ended June 30, 2015.

Interest Income (Expenses). The interest expenses for the period ended June 30, 2015 amounted to $(5,422) and $(5,482) for the period ended June 30, 2014, a decrease of $60. The interest expenses represented interest payable to Kingdom Industry Group, Inc. on advances of US$300,000. The loan bears interest of 7.33% per annum.

Income Tax Provision. No provision for income tax benefit from net operating losses had been made for the periods ended June 30, 2015 and 2014 as we had fully reserved the asset until realization is more reasonably assured.

Net Loss. The net loss for the period ended June 30, 2015 was $(119,382), compared with $(23,951) for the period ended June 30, 2014, an increase of $95,431. This increase was attributable to the fact that the operating loss for the three months ended June 30, 2014 was substantially reduced by the gain on disposal of the Company’s joint venture. The disposal gain amounted to $126,848, and there was no such disposal gain for the period ended June 30, 2015.

Results of Operations for the six months ended June 30, 2015 and 2014

Results from Operations

Revenues. For the six months ended June 30, 2015 and June 30, 2014, revenues were $6,795 and $8,512 respectively, a decrease of $1,717. The revenues for the six months ended June 30, 2015 were derived from sales of 3D technology products manufactured by third parties. The decrease in revenue was due to a decrease in product sales in the six months’ period over the comparable period. Moreover, the Company is still in the early stage of development and its sales fluctuate.

Cost of Revenue. The Company’s cost of revenue decreased to $6,300 from $7,898 in the period ended June 30, 2015 compared to the same period in 2014. The decrease was due to the decrease in sales in the current period.

Gross Profit. For the six months ended June 30, 2015, the gross profit was $495 compared with $614 for the same period in 2014. The decrease was because of the decrease in sales in the current period.

General and Administrative Expenses. For the six months ended June 30, 2015 and June 30, 2014, general and administrative expenses were $202,817 and $337,906, respectively, a decrease of $135,089. The decrease in such expenses was primarily attributable to the decrease in the salary accrued to Li Chang who was removed from the board on October 3, 2014 and the decrease in the general and administrative expenses of the Company’s joint venture which was disposed of effective April 1, 2014.

Operating (Loss) or Operating Income. For the six months ended June 30, 2015, the operating loss was$(202,322) and, for the same period ended June 30, 2014, the operating loss was $(210,444), a decrease of $8,122. The decrease of operating loss between the periods was explained by the decrease in general and administrative expenses discussed above. The operating loss for the six months ended June 30, 2014 had further been alleviated by the gain on disposal of the Company’s joint venture. The disposal gain amounted to $126,848 and, there was no such disposal gain for the period ended June 30, 2015.

Interest Income (Expenses). The interest expenses for the period ended June 30, 2015 amounted to $(10,844) and $(15,423) for the period ended June 30, 2014, a decrease of 4,579. The interest expenses for the period of 2014 represented interest payable to Kingdom Industry Group, Inc. on advances of US$300,000 and US$250,000. The loans bear interest of 7.33% per annum. In June 2014, Kingdom Industry Group, Inc. had elected to relinquish all their claims on the loan of $250,000, therefore no further interests need to be accrued for the period ended June 30, 2015.

Net (Loss) Attributable to Non-controlling interests. The net loss attributable to the non-controlling interests for the period ended June 30, 2015 amounted to $0 compared with a net loss attributable to the non-controlling interests of $(35,435) for the period ended June 30, 2014, a decrease of $(35,435). The decrease was primarily due to the disposal of the Company’s joint venture effective April 1, 2014.

Net (Loss) Attributable to the Company. For the six months ended June 30, 2015, the net loss attributable to the Company was ($213,351) compared with a net loss of ($190,409) for the period ended June 30, 2014, an increase of $22,942. The increase was primarily due to the fact that the operating loss had substantially been reduced by the disposal gain of the Company’s joint venture in the same period in 2014.

Comprehensive Income (Loss) Attributable to Non-controlling interests. The comprehensive loss attributable to the non-controlling interests for the period ended June 30, 2015 was $0 compared with $(34,560) for the period ended June 30, 2014, a decrease of $34,560. This decrease was attributable to the disposal of the Company’s joint venture on April 1, 2014.

Comprehensive Income (Loss) Attributable to the Company. The comprehensive loss attributable to the Company for the period ended June 30, 2015 was $(213,351) compared with $(189,692) for the period ended June 30, 2014, an increase of $23,659. The increase was primarily due to the fact that the operating loss had substantially been reduced by the disposal gain of the Company’s joint venture in the same period in 2014.

Liquidity and Capital Resources. Cash and cash equivalents as of June 30, 2015 and December 31, 2014 totaled $1,628 and $3,691, respectively, a decrease of $2,063. The decrease was attributable to the increase in funds used in operating activities which was partially offset by additional related party loans made to us by Kingdom Industry Group, Inc., a company controlled by Jimmy Kent-Lam Wong.

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 Kingdom Industry Group Inc., a company controlled by Jimmy Kent-Lam Wong, in an aggregate principal amount of $300,000 at June 30, 2015 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 $1,534,759 at June 30, 2015 from $1,401,771 at December 31, 2014, an increase of $132,988. The increase is due principally to salaries accrued for the services of our officers in the period of 2015.

Our cash flows used for operating activities decreased by $94,716 from $175,079 at June 30, 2014 to $80,363 at June 30, 2015, due principally to the decrease in our general and administrative expenses.

Our cash used in investing activities decreased by $7,120, from $7,120 at June 30, 2014 to $0 at June 30, 2015, due primarily to the purchase of the fixed assets for the Company’s joint venture in 2014. The Company had disposed its joint venture in April 2014.

Our cash from financing activities decreased by $53,430, from $131,730 at June 30, 2014 to $78,300 at June 30, 2015, due principally to a decrease in loans from related parties.

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 would likely 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 operation 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

There were no off-balance sheet arrangements as of June 30, 2015.

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 owner's 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 shareholders of the Company, its management, members of the immediate families of principal shareholders 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

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 Securities Exchange Act of 1934. 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 Securities Exchange Act of 1934, 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 June 30, 2015 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.

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	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.

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: August 19, 2015	/s/ Jimmy Kent-Lam Wong Name: Jimmy Kent-Lam Wong Title: Chief Executive Officer and Chairman of the Board of Directors

Date: August 19, 2015	/s/ Kin Wah Ngai Name: Kin Wah Ngai Title: Chief Financial Officer and Director

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	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.