10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

x Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended December 31, 2014

¨ Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ________ to ________

Commission File Number: 333-190403

LF GEORGE HOLDINGS, INC.

(Name of Issuer in its Charter)

Delaware

(State or other jurisdiction of incorporation)

6531	45-1626074
(Primary Standard Industrial Classification Code Number)	(IRS Employer Identification No.)

LF George Holdings, Inc.

159 El Camino Real

Millbrae, California 94030

(Address of principal executive offices, zip code)

650-697-3800

(Registrant’s telephone number, including area code)

_____________________________________________________________

 (Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if a smaller reporting company)

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ¨ No ¨

APPLICABLE ONLY TO CORPORATE ISSUERS

As of February 18, 2015, there were 9,786,000 shares of common stock, $0.01 par value per share, outstanding.

LF GEORGE HOLDINGS, INC.

(A Development Stage Company)

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED DECEMBER 31, 2014

INDEX

Index		Page
Part I. Financial Information
Item 1.	Financial Statements.	4
	Condensed Consolidated Balance Sheets as of December 31, 2014 (unaudited) and September 30, 2014.		4
	Condensed Consolidated Statements of Operations for the Three Months ended December 31, 2014 and 2013 (unaudited).		5
	Condensed Consolidated Statements of Cash Flows for the Three Months ended December 31, 2014 and 2013. (unaudited)		6
	Notes to Condensed Consolidated Financial Statements (unaudited).		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.		11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.		14
Item 4.	Controls and Procedures.		14
Part II. Other Information
Item 1.	Legal Proceedings.		15
Item 1A.	Risk Factors.		15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.		15
Item 3.	Defaults Upon Senior Securities.		15
Item 4.	Mine Safety Disclosures.		15
Item 5.	Other Information.		15
Item 6.	Exhibits.		16
Signatures			17

2

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q of LF George Holdings, Inc. contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, the volatility of real estate prices, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results.

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

3

PART 1 - FINANCIAL INFORMATION

Item 1 Financial Statements

LF George Holdings, Inc. and Subsidiary

Condensed Consolidated Balance Sheets
(Unaudited)

	December 31, 2014			September 30, 2014
Assets
Current Assets
Cash	$	103,871		$	134,297
Accounts Receivable from Related Party		-			3,400
Prepaid Expense		100			-
Total Current Assets		103,971			137,697
Total Assets	$	103,971		$	137,697
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts Payable	$	2,050		$	-
Accrued Professional Fees		-			11,000
Payroll Tax Payable		333			153
Total Current Liabilities		2,383			11,253
Commitments		-			-
Stockholders' Equity
Common Stock, authorized 25,000,000 shares, par value $0.01, 9,786,000 shares issued and outstanding on December 31, 2014 and September 30, 2014		97,860			97,860
Additional paid-in capital		98,190			98,190
Accumulated deficit		(94,462	)		(69,606	)
Total Stockholders’ Equity		101,588			126,444
Total Liabilities and Stockholders' Equity	$	103,971		$	137,697

See accompanying notes to condensed consolidated financial statements

4

LF George Holdings, Inc. and Subsidiary

Condensed Consolidated Statements of Operations

(Unaudited)

	Three Months Ended December 31,
	2014			2013
Management Revenue, Related Party	$	10,200		$	11,400
Operating Expenses
Legal and professional		27,256			6,000
Payroll expenses		3,569			3,397
Rent		900			900
General and administrative		3,331			1,000
Total Operating Expenses		35,056			11,297
Net Income (Loss)	$	(24,856	)	$	103
Net Income (Loss) per Share – Basic and Diluted	$	(0.00	)	$	(0.00	)
Weighted Average Number of Common Shares Outstanding - Basic and Diluted		9,786,000			9,786,000

See accompanying notes to condensed consolidated financial statements

5

LF George Holdings, Inc. and Subsidiary

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	For the Three Months Ended December 31,
	2014			2013
Cash Flow from Operating Activities
Net Income (loss)	$	(24,856	)	$	103
Adjustments to reconcile net loss to net cash used in Operating activities:
Changes in operating assets and liabilities
Account receivable from related party		3,400			-
Prepaid payroll tax		(100	)		-
Account payable, related party		-			(3,588	)
Accrued professional fees		(11,100	)		-
Payroll tax payable		180			-
Account payable		2,050			-
Net Cash (Used in) Operating Activities		(30,426	)		(3,485	)
Net decrease in cash		(30,426	)		(3,485	)
Cash, at the beginning of period		134,297			153,187
Cash, at the end of period	$	103,871		$	149,702

See accompanying notes to condensed consolidated financial statements

6

L.F. George Holdings, Inc. and Subsidiary

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Nature of Operations

L.F. George Holdings, Inc. (the “Company”) is a C-corporation incorporated in the State of Delaware on March 18, 2011. The Company, currently located in Millbrae, California, is a holding company whose subsidiary provides traditional property management services.

The Company, through its wholly-owned subsidiary LFG Management Corp., which is a corporation incorporated in the State of California on May 5, 2011, seeks to provide traditional property management services to small to medium sized commercial and residential property owners in San Francisco Bay Area, California, U.S.A.

2. Summary of Significant Accounting Policies

Going Concern

As indicated in the accompanying condensed consolidated financial statements, the Company had net loss of $24,856 during the three months ended December 31, 2014 and an accumulated deficit of $94,462 as of December 31, 2014. Management’s plans include generating revenue through its property management services and raising capital through the equity markets to fund future operations. Failure to generate adequate services revenues and raise adequate capital could result in the Company having to curtail or cease operations.

Additionally, even if the Company does generate adequate revenues and raise sufficient capital to support its operating expenses, there can be no assurances that the revenues will be sufficient to enable it to develop business to a level where it will generate profits and cash flows from operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern. However, the accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

7

Unaudited interim financial information

The accompanying interim condensed consolidated financial statements and related notes of the Company for the three months ended December 31, 2014 and 2013, and as of December 31, 2014 are unaudited. The unaudited interim condensed consolidated financial information has been prepared with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and disclosures required by GAAP for the complete financial statements. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the accompanying notes for the year ended September 30, 2014. The consolidated balance sheet as of September 30, 2014 was derived from the Company’s audited consolidated financial statements for the year ended September 30, 2014. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and in the opinion of management reflects all adjustments, consisting of normal recurring adjustments, necessary to present fairly the results of operations and cash flows of the Company for the three months ended December 31, 2014 and 2013, and the financial position of the Company as of December 31, 2014. Interim results are not necessarily indicative of the results to be expected for an entire year or any other future year or interim period.

Basis of Consolidation

The condensed consolidated financial statements of the Company include wholly-owned subsidiary under its control. All of the material intercompany balances and transactions have been eliminated.

Estimates, Risks and Uncertainties

Our condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, which require management to make estimates and assumptions. These estimates and the underlying assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from these estimates.

Revenue Recognition

Property management revenue consists of management income for services provided by the Company to a related party pursuant to a management agreement. The Company recognizes revenue when persuasive evidence of an arrangement exits, service has performed, the fee is fixed or determinable and collection is probable. The management income is recognized during the period in which the Company provides services in connection with the related management agreement.

New Accounting Pronouncements

The Company does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

8

3. Commitments

Operating Lease

The Company leases an office space from a company that is owned by the Chairman of the Company and his immediate family members who are also Directors of the Company. The office lease has a monthly rental rate of $300 and will expire on May 15, 2015.

Rent expenses under the operating lease were $900 and $900 for the three months ended December 31, 2014 and 2013, respectively. Future minimum payments under the operating lease are as follows:

Year Ending September, 30	Amount
2015	$	1,350
Total	$	1,350

Telephone Agreement

The Company entered into a telephone service agreement with a company that is owned by the CFO of the Company on May 15, 2011 and expires on December 31, 2015 at a monthly rate of $200.

Telephone expenses under the service agreement were $600 and $600 for the three months ended December 31, 2014 and 2013, respectively. Future minimum payments under the service agreement are as follows:

Year ending September, 30	Amount
2015	$	1,800
2016		600
Total	$	2,400

9

Consulting Agreements

During the year ended September 30, 2011, the Company entered into a consulting agreement with one of its directors to assist with the S-1 registration statement filing with the SEC and the listing on FINRA’s Over-the-Counter Bulletin Board for a flat fee of $15,000, of which $2,000 was paid upon entry into the agreement, $4,000 was paid at the time our registration statement on Form S-1 was filed and the remaining balance of $9,000 was paid in November 2014, upon the registration statement was declared effective by the U.S. Securities and Exchange Commission.

During the year ended September 30, 2011, the Company entered into another consulting agreement with an entity that is majority-owned by a shareholder of the Company to also assist with the S-1 registration statement filing with the SEC and the listing on FINRA’s Over-the-Counter Bulletin Board for a flat fee of $20,000, of which $3,000 was paid upon entry into the agreement, $6,000 was paid at the time that our registration statement on Form S-1 was filed and the remaining balance of $11,000 was paid in November 2014, upon the registration statement was declared effective by the U.S. Securities and Exchange Commission.

4. Shareholders’ Equity

Common Stock

As of December 31, 2014, a total of 9,786,000 shares of common stock were issued and outstanding.

5. Concentrations

The Company has one customer accounting for 100% of the revenue during the years ended December 31, 2014 and 2013. The customer is a related party of the Company (see note 6).

6. Related Party Transactions

The Company provided property management service to a property company, LF George Properties Corporation (“LF George Properties”), which is owned by the Chairman of the Company and his family members who are also directors of the Company during the three months ended December 31, 2014 and 2013. The Company recorded $10,200 and $11,400 property management revenue during the three months ended December 31, 2014 and 2013, respectively.

The Company incurred $900 and $900 of rent expenses during the three months ended December 31, 2014 and 2013, respectively, for an office space leased from a company, Millbrae Paradise, LLC, owned by the Chairman of the Company and his family members who are also directors of the Company.

The Company also incurred $600 and $600 of telephone expenses during the three months ended December 31, 2014 and 2013, respectively for telephone service provided by a company, AGH Management Corporation owned by the CFO of the Company.

The Company incurred $4,500 to William Mui, a Director of the Company for consulting services during the three months ended December 31, 2014.

The Company incurred $4,400 to Genik Real Estate and Investment Corp., a shareholder of over 5% of the outstanding common shares, for consulting services during the three months ended December 31, 2014.

10

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

Overview

LF George Holdings, Inc. (“the Company”) is a corporation incorporated in the State of Delaware on March 18, 2011. We are currently located at 159 El Camino Real, Millbrae, California 94030.

Through our wholly-owned subsidiary LFG Management Corp. (“LFGM”), which is a corporation incorporated in the State of California on May 5, 2011, we seek to provide traditional property management services to small to medium-sized commercial and residential property owners in the San Francisco Bay Area, Northern California. These services include maintenance (such as property inspections, landscaping, painting, restoration and general maintenance), administrative services (such as collecting rent and maintenance fees and sourcing and paying suppliers) and other services (such as lease negotiation and tenant evaluation). When appropriate, we will outsource these services to third parties.

We currently provide property management service for one property located in San Francisco, California. We will initially focus our business on the greater San Francisco Bay Area (particularly the cities of San Francisco, Millbrae and San Mateo) and, depending on our success therein, expand into the rest of Northern California.

Results of Operations

Three months ended December 31, 2014 and 2013

	Three Months Ended December 31,
	2014 (Unaudited)			2013 (Unaudited)
Total Revenues	$	10,200		$	11,400
Total Operating Expenses		35,056			11,297
Income (loss) Before Taxes		(24,856	)		103
Tax Provision		-			-
Net Loss	$	(24,856	)	$	103

11

Revenue: Decrease of $1,200 was due to the termination of the property management agreement of a property in May 2014, which monthly management fee income was $400.

Operating Expenses: Increase of $23,759 was due to the increase of $21,256 in legal and professional expenses and increase of $172 and $2,331 in payroll and office expenses during the three months ended December 31, 2014.

Liquidity and Capital Resources

We had a $103,871 cash balance as of December 31, 2014. Our primary cash outflows were for business development and operations including payrolls, office, legal and professional as well as general administrative expenses. We have financed our operations primarily through the sale of common stocks to our shareholders and income generated from business operations.

We will continue to monitor our expenditures and cash position. We anticipate spending approximately $50,000 on auditing, consulting and legal fees related to filing the registration statement during the next twelve month period. Management plans to invest $50,000 to execute the business plan if and when our available cash along with the income generated from business operations is adequate to fund our operations beyond an operation cycle. Otherwise, management may have to scale back the scope of business plan or to consider a new round of fund raising.

	Three Months Ended December 31, 2014			Three Months Ended December 31, 2013
Cash Flows from Operating Activities	$	(30,426	)	$	(3,485	)
Cash Flows from Investing Activities		-			-
Cash Flows from Financing Activities		-			-
Net Increase (decrease) in Cash		(30,426	)		(3,485	)

Cash decreased by about $30,426 was due to the cash used to fund the operations, and there were no investing and financing activities during the three months ended December 31, 2014.

12

Plan of Operation

Currently, we are providing property management service for our customer and intend to expand this aspect of our business. We also plan to develop an online property management portal that will allow our current and potential clients to communicate and transact business through the Internet. We intend to provide a comprehensive set of property management tools on this website that will allow our clients to manage efficiently certain aspects of their properties at a low cost.

The property management industry is labor intensive and involves significant manpower for daily operations. In this regard, profitability of individual companies depends on efficient operations and cost controls. We believe that it presents an opportunity for us to implement strategies to make property management much more efficient and cost effective.

Over the next twelve months, we plan to:

· Continue to acquire new clients for our property management services. We intend to enter into more property management contracts with new clients by stepping up our marketing efforts through the Internet and by promoting our management services to potential clients through our website. In addition, our CEO, Mr. George Lam, will seek to use his contacts made during his years in the real estate development and property management business to find new clients through his well-established network in the real estate industry in the San Francisco Bay Area.

· Complete the development of our online property management portal. We intend to complete the development of our existing online property management portal that will enable us and our users (including commercial property managers and small- to medium-sized property owners) to better manage their properties.

· Strengthen our capital base. We plan to strengthen our capital base by increasing revenues by acquiring new businesses and, if necessary, raising additional capital.

As of December 31, 2014, we had cash of $103,871 on hand. In the next twelve months, we intend to use a portion of these funds to expand by:

1. Hiring two more employees to run the operations for our property management business,

2. Signing up at least one more property management contract for a medium-sized commercial property and two more commercial property management contracts for small-sized properties, and

3. Completing the development of an online property management portal.

13

We believe that the cash on hand and our current revenues continued over the next year are sufficient to implement our strategy and maintain our business over the next twelve months. If we are unable to do so or do so but find that our revenues have not significantly increased, we will be forced to reassess our strategy. This reassessment could result in, among other things, the dismissal of employees and reduced or no marketing.

Critical Accounting Policies

There have been no material changes in the critical accounting policies since September 30, 2014

Off-Balance Sheet Arrangement

The company does not have any off-balance sheet arrangements that have or are reasonable likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Item 3 Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 4 Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of December 31, 2014. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reports within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are ineffective as of December 31, 2014.

Changes in Internal Control Over Reporting

There have been no changes in our internal control over financial reporting during the three months ended December 31, 2014 and 2013, respectively that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

14

PART II – OTHER INFORMATION

Item 1 Legal Proceedings

The Company is not currently subject to any legal proceedings.  

Item 1A Risk Factors

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

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3 Defaults Upon Senior Securities

None.

Item 4 Mine Safety Disclosure

None.

Item 5 Other Information

None.

15

Item 6 Exhibits

(a) Exhibits required by Item 601 of Regulation SK:

Number	Description
3.1	Certificate of Incorporation (1)
3.2	First Amended and Restated Bylaws (1)
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS *	XBRL Instance Document
101.SCH *	XBRL Taxonomy Extension Schema Document
101.CAL *	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF *	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE *	XBRL Taxonomy Extension Presentation Linkbase Document

(1) Incorporated by reference to Registration Statement on Form S-1 (File No. 333-190403), filed with the Securities and Exchange Commission on August 6, 2013.

* XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

16

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.

	LF GEORGE HOLDINGS, INC.
	(Name of Registrant)
Date: February 20, 2015	By:	/s/ George Lam
	Name:	George Lam
	Title:	Chief Executive Officer (principal executive officer)

By:	/s/ Henry Lam
Name:	Henry Lam
Title:	Chief Financial Officer (principal financial officer and principal accounting officer)

17

EXHIBIT INDEX

Number	Description
3.1	Certificate of Incorporation (1)
3.2	First Amended and Restated Bylaws (1)
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS *	XBRL Instance Document
101.SCH *	XBRL Taxonomy Extension Schema Document
101.CAL *	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF *	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE *	XBRL Taxonomy Extension Presentation Linkbase Document

(1) Incorporated by reference to Registration Statement on Form S-1 (File No. 333-190403), filed with the Securities and Exchange Commission on August 6, 2013.

* XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

18

EX-31.1

EXHIBIT 31.1

SECTION 302 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER OF LF GEORGE HOLDINGS, INC.

I, George Lam, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of LF George Holdings, Inc.;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 20, 2015	By:	/s/ George Lam
		George Lam
		Chief Executive Officer (principal executive officer)

EX-31.2

EXHIBIT 31.2

SECTION 302 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER OF LF GEORGE HOLDINGS, INC.

I, Henry Lam, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of LF George Holdings, Inc.;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 20, 2015	By:	/s/ Henry Lam
		Henry Lam
		Chief Financial Officer (principal financial officer and principal accounting officer)

EX-32.1

EXHIBIT 32.1

SECTION 906 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER OF LF GEORGE HOLDINGS, INC.

In connection with the accompanying Quarterly Report on Form 10-Q of LF George Holdings, Inc. for the quarter ended December 31, 2014, the undersigned, George Lam, President and Chief Executive Officer of LF George Holdings, Inc., does hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	such Quarterly Report on Form 10-Q for the quarter ended December 31, 2014 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)	the information contained in such Quarterly Report on Form 10-Q for the quarter ended December 31, 2014 fairly presents, in all material respects, the financial condition and results of operations of LF George Holdings, Inc.

Date: February 20, 2015	By:	/s/ George Lam
		George Lam
		Chief Executive Officer (principal executive officer)

EX-32.2

EXHIBIT 32.2

SECTION 906 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER OF LF GEORGE HOLDINGS, INC.

In connection with the accompanying Quarterly Report on Form 10-Q of LF George Holdings, Inc. for the quarter ended December 31, 2014, the undersigned, Henry Lam, President and Chief Executive Officer of LF George Holdings, Inc., does hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	such Quarterly Report on Form 10-Q for the quarter ended December 31, 2014 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)	the information contained in such Quarterly Report on Form 10-Q for the quarter ended December 31, 2014 fairly presents, in all material respects, the financial condition and results of operations of LF George Holdings, Inc.

Date: February 20, 2015	By:	/s/ Henry Lam
		Henry Lam
		Chief Financial Officer (principal financial officer and principal accounting officer)

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4. Shareholders' Equity

3 Months Ended

Dec. 31, 2014

Notes to Financial Statements

Note 4 - Shareholders' Equity

Common Stock

As of December 31, 2014, a total of 9,786,000 shares of common stock were issued and outstanding.

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3. Commitments

3 Months Ended

Dec. 31, 2014

Notes to Financial Statements

Note 3 - Commitments

Operating Lease

The Company leases an office space from a company that is owned by the Chairman of the Company and his immediate family members who are also Directors of the Company. The office lease has a monthly rental rate of $300 and will expire on May 15, 2015.

Rent expenses under the operating lease were $900 and $900 for the three months ended December 31, 2014 and 2013, respectively. Future minimum payments under the operating lease are as follows:

Year Ending September, 30	Amount
2015	$	1,350
Total	$	1,350

Telephone Agreement

The Company entered into a telephone service agreement with a company that is owned by the CFO of the Company on May 15, 2011 and expires on December 31, 2015 at a monthly rate of $200.

Telephone expenses under the service agreement were $600 and $600 for the three months ended December 31, 2014 and 2013, respectively. Future minimum payments under the service agreement are as follows:

Year ending September, 30	Amount
2015	$	1,800
2016		600
Total	$	2,400

Consulting Agreements

During the year ended September 30, 2011, the Company entered into a consulting agreement with one of its directors to assist with the S-1 registration statement filing with the SEC and the listing on FINRA’s Over-the-Counter Bulletin Board for a flat fee of $15,000, of which $2,000 was paid upon entry into the agreement, $4,000 was paid at the time our registration statement on Form S-1 was filed and the remaining balance of $9,000 was paid in November 2014, upon the registration statement was declared effective by the U.S. Securities and Exchange Commission.

During the year ended September 30, 2011, the Company entered into another consulting agreement with an entity that is majority-owned by a shareholder of the Company to also assist with the S-1 registration statement filing with the SEC and the listing on FINRA’s Over-the-Counter Bulletin Board for a flat fee of $20,000, of which $3,000 was paid upon entry into the agreement, $6,000 was paid at the time that our registration statement on Form S-1 was filed and the remaining balance of $11,000 was paid in November 2014, upon the registration statement was declared effective by the U.S. Securities and Exchange Commission.

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Condensed Consolidated Balance Sheets (USD $)	Dec. 31, 2014	Sep. 30, 2014
Current Assets
Cash	$ 103,871	$ 134,297
Accounts Receivable from Related Party		3,400
Prepaid Expense	100
Total Current Assets	103,971	137,697
Total Assets	103,971	137,697
Current Liabilities
Accounts Payable	2,050
Accrued Professional Fees		11,000
Payroll Tax Payable	333	153
Total Current Liabilities	2,383	11,253
Stockholders' Equity
Common Stock, authorized 25,000,000 shares, par value $0.01, 9,786,000 shares issued and outstanding on December 31, 2014 and September 30, 2014.	97,860	97,860
Additional paid-in capital	98,190	98,190
Accumulated deficits	(94,462)	(69,606)
Total Stockholder's Equity	101,588	126,444
Total Liabilities and Stockholders' Equity	$ 103,971	$ 137,697

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1. Nature of Operations

3 Months Ended

Dec. 31, 2014

Notes to Financial Statements

Note 1 - Nature of Operations

L.F. George Holdings, Inc. (the “Company”) is a C-corporation incorporated in the State of Delaware on March 18, 2011. The Company, currently located in Millbrae, California, is a holding company whose subsidiary provides traditional property management services.

The Company, through its wholly-owned subsidiary LFG Management Corp., which is a corporation incorporated in the State of California on May 5, 2011, seeks to provide traditional property management services to small to medium sized commercial and residential property owners in San Francisco Bay Area, California, U.S.A.

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2. Summary of Significant Accounting Policies

3 Months Ended

Dec. 31, 2014

Notes to Financial Statements

Note 2 - Summary of Significant Accounting Policies

Going Concern

As indicated in the accompanying condensed consolidated financial statements, the Company had net loss of $24,856 during the three months ended December 31, 2014 and an accumulated deficit of $94,462 as of December 31, 2014. Management’s plans include generating revenue through its property management services and raising capital through the equity markets to fund future operations. Failure to generate adequate services revenues and raise adequate capital could result in the Company having to curtail or cease operations.

Additionally, even if the Company does generate adequate revenues and raise sufficient capital to support its operating expenses, there can be no assurances that the revenues will be sufficient to enable it to develop business to a level where it will generate profits and cash flows from operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern. However, the accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Unaudited interim financial information

The accompanying interim condensed consolidated financial statements and related notes of the Company for the three months ended December 31, 2014 and 2013, and as of December 31, 2014 are unaudited. The unaudited interim condensed consolidated financial information has been prepared with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and disclosures required by GAAP for the complete financial statements. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the accompanying notes for the year ended September 30, 2014. The consolidated balance sheet as of September 30, 2014 was derived from the Company’s audited consolidated financial statements for the year ended September 30, 2014. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and in the opinion of management reflects all adjustments, consisting of normal recurring adjustments, necessary to present fairly the results of operations and cash flows of the Company for the three months ended December 31, 2014 and 2013, and the financial position of the Company as of December 31, 2014. Interim results are not necessarily indicative of the results to be expected for an entire year or any other future year or interim period.

Basis of Consolidation

The condensed consolidated financial statements of the Company include wholly-owned subsidiary under its control. All of the material intercompany balances and transactions have been eliminated.

Estimates, Risks and Uncertainties

Our condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, which require management to make estimates and assumptions. These estimates and the underlying assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from these estimates.

Revenue Recognition

Property management revenue consists of management income for services provided by the Company to a related party pursuant to a management agreement. The Company recognizes revenue when persuasive evidence of an arrangement exits, service has performed, the fee is fixed or determinable and collection is probable. The management income is recognized during the period in which the Company provides services in connection with the related management agreement.

New Accounting Pronouncements

The Company does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

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Condensed Consolidated Balance Sheets (Parenthetical) (USD $)	Dec. 31, 2014	Sep. 30, 2014
Statement of Financial Position [Abstract]
Common Stock, Par Value	$ 0.01	$ 0.01
Common stock, shares authorized	25,000,000	25,000,000
Common Stock, Share Issued	9,786,000	9,786,000
Common Stock, Share Outstanding	9,786,000	9,786,000

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Commitments (Details Narrative) (USD $)	3 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Commitments Details Narrative
Rent expenses	$ 900	$ 900
Telephone expenses	$ 600	$ 600

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Document and Entity Information	3 Months Ended
	Dec. 31, 2014	Feb. 18, 2015
Document And Entity Information
Entity Registrant Name	LF GEORGE HOLDINGS, INC.
Entity Central Index Key	0001580676
Document Type	10-Q
Document Period End Date	Dec. 31, 2014
Amendment Flag	false
Current Fiscal Year End Date	--09-30
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		9,786,000
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2015

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Shareholders Equity (Details Narrative)	Dec. 31, 2014	Sep. 30, 2014
Shareholders Equity Details Narrative
Common Stock, Share Issued	9,786,000	9,786,000
Common Stock, Share Outstanding	9,786,000	9,786,000

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Condensed Consolidated Statements of Operations (Unaudited) (USD $)	3 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Condensed Consolidated Statements Of Operations
Management Revenue, Related Party	$ 10,200	$ 11,400
Operating Expenses
Legal and professional	27,256	6,000
Payroll expenses	3,569	3,397
Rent	900	900
General and administrative	3,331	1,000
Total Operating Expenses	35,056	11,297
Net Income (Loss)	$ (24,856)	$ 103
Net Income (Loss) per Share - Basic and Diluted	$ 0.00	$ 0.00
Weighted Average Number of Common (in Shares) Shares Outstanding - Basic and Diluted	9,786,000	9,786,000

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Dec. 31, 2014

Summary Of Significant Accounting Policies Policies

Going Concern

As indicated in the accompanying condensed consolidated financial statements, the Company had net loss of $24,856 during the three months ended December 31, 2014 and an accumulated deficit of $94,462 as of December 31, 2014. Management’s plans include generating revenue through its property management services and raising capital through the equity markets to fund future operations. Failure to generate adequate services revenues and raise adequate capital could result in the Company having to curtail or cease operations.

Additionally, even if the Company does generate adequate revenues and raise sufficient capital to support its operating expenses, there can be no assurances that the revenues will be sufficient to enable it to develop business to a level where it will generate profits and cash flows from operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern. However, the accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Unaudited interim financial information

The accompanying interim condensed consolidated financial statements and related notes of the Company for the three months ended December 31, 2014 and 2013, and as of December 31, 2014 are unaudited. The unaudited interim condensed consolidated financial information has been prepared with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and disclosures required by GAAP for the complete financial statements. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the accompanying notes for the year ended September 30, 2014. The consolidated balance sheet as of September 30, 2014 was derived from the Company’s audited consolidated financial statements for the year ended September 30, 2014. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and in the opinion of management reflects all adjustments, consisting of normal recurring adjustments, necessary to present fairly the results of operations and cash flows of the Company for the three months ended December 31, 2014 and 2013, and the financial position of the Company as of December 31, 2014. Interim results are not necessarily indicative of the results to be expected for an entire year or any other future year or interim period.

Basis of Consolidation

The condensed consolidated financial statements of the Company include wholly-owned subsidiary under its control. All of the material intercompany balances and transactions have been eliminated.

Estimates, Risks and Uncertainties

Our condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, which require management to make estimates and assumptions. These estimates and the underlying assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from these estimates.

Revenue Recognition

Property management revenue consists of management income for services provided by the Company to a related party pursuant to a management agreement. The Company recognizes revenue when persuasive evidence of an arrangement exits, service has performed, the fee is fixed or determinable and collection is probable. The management income is recognized during the period in which the Company provides services in connection with the related management agreement.

New Accounting Pronouncements

The Company does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

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6. Related Party Transactions

3 Months Ended

Dec. 31, 2014

Notes to Financial Statements

Note 6 - Related Party Transactions

The Company provided property management service to a property company, LF George Properties Corporation (“LF George Properties”), which is owned by the Chairman of the Company and his family members who are also directors of the Company during the three months ended December 31, 2014 and 2013. The Company recorded $10,200 and $11,400 property management revenue during the three months ended December 31, 2014 and 2013, respectively.

The Company incurred $900 and $900 of rent expenses during the three months ended December 31, 2014 and 2013, respectively, for an office space leased from a company, Millbrae Paradise, LLC, owned by the Chairman of the Company and his family members who are also directors of the Company.

The Company also incurred $600 and $600 of telephone expenses during the three months ended December 31, 2014 and 2013, respectively for telephone service provided by a company, AGH Management Corporation owned by the CFO of the Company.

The Company incurred $4,500 to William Mui, a Director of the Company for consulting services during the three months ended December 31, 2014.

The Company incurred $4,400 to Genik Real Estate and Investment Corp., a shareholder of over 5% of the outstanding common shares, for consulting services during the three months ended December 31, 2014.

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Concentrations (Details Narrtive) (One Customer [Member])	3 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
One Customer [Member]
Revenue	100.00%	100.00%

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Commitments (Details) (USD $)	Dec. 31, 2014
Commitments Details
2015	$ 1,350
Total	$ 1,350

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Commitments (Tables)

3 Months Ended

Dec. 31, 2014

Commitments Tables

Operating Lease

Year Ending September, 30	Amount
2015	$	1,350
Total	$	1,350

Telephone Agreement

Year ending September, 30	Amount
2015	$	1,800
2016		600
Total	$	2,400

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Summary of Significant Accounting Policies (Details Narrative) (USD $)	3 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Sep. 30, 2014
Summary Of Significant Accounting Policies Details Narrative
Net Loss	$ (24,856)	$ 103
Accumulated deficit	$ (94,462)		$ (69,606)

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Commitments (Details 1) (USD $)	Dec. 31, 2014
Commitments Details 1
2015	$ 1,800
2016	600
Total	$ 2,400

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Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $)	3 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Cash Flow from Operating Activities:
Net Income (loss)	$ (24,856)	$ 103
Changes in operating assets and liabilities:
Account receivable from related party	3,400
Prepaid payroll tax	(100)
Account payable, related party		(3,588)
Accured professional fees	(11,100)
Payroll tax payable	180
Account payable	2,050
Net Cash (Used in) Operating Activities	(30,426)	(3,485)
Net decrease in cash	(30,426)	(3,485)
Cash, at the beginning of period	134,297	153,187
Cash, at the end of period	$ 103,871	$ 149,702

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5. Concentrations

3 Months Ended

Dec. 31, 2014

Notes to Financial Statements

Note 5 - Concentration Risk Disclosure

The Company has one customer accounting for 100% of the revenue during the years ended December 31, 2014 and 2013. The customer is a related party of the Company (see note 6).

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Related Party Transactions (Details Narrative) (USD $)	3 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Management Revenue, Related Party	$ 10,200	$ 11,400
Rent Expenses	900	900
Telephone expenses	600	600
Genik Real Estate And Investment Corp. [Member]
Consulting services	4,400
Director [Member]
Consulting services	$ 4,500