10-Q

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, 2012

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

For the transition period from to

Commission File Number:  000-53643

Living 3D Holdings, Inc.

(Exact name of registrant as specified in its charter)

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

25 Camelia Avenue

San Francisco, California 94112

(Address of principal executive offices)

(415) 203-4491

(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 August 13, 2012
Common Stock, $0.001 par value	69,703,480

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Form 10-Q

Living 3D Holdings, Inc.

June 30, 2012

Table of Contents

PART I – FINANCIAL INFORMATION		Page
Item 1.	Financial Statements
	Consolidated Balance Sheets—As of June 30, 2012 (Unaudited) and December 31, 2011	3
	Consolidated Statements of Operations and Comprehensive  Income (Unaudited)—for the three and six months ended      June 30, 2012 and 2011	4
	Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited)	5
	Consolidated Statements of Cash Flows (Unaudited) for the six months ended June 30, 2012 and 2011	6
	Notes to Consolidated Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13
Item 4.	Controls and Procedures	13
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.	15
Signatures
Exhibits
Certifications

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Living 3D Holdings, Inc. (A Development Stage Company) Consolidated Balance Sheets (Stated in US dollars)
		June 30, 2012			December 31, 2011
		(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents		$	84,229		$	96,881
Other current assets			33			33
Total Current Assets			84,262			96,914
TOTAL ASSETS		$	84,262		$	96,914
LIABILITIES & SHAREHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Accounts payable		$	18,756		$	18,757
Accrued liabilities and other payable			270,624			56,515
Due to related party			184,807			120,418
Total Current Liabilities			474,187			195,690
TOTAL LIABILITIES		$	474,187		$	195,690
SHAREHOLDERS’ EQUITY (DEFICIT)
Preferred Stock, $.001 par value, 10,000,000 shares authorized, no shares issued and outstanding		$	-		$	-
Common stock, $0.001 par value, 90,000,000 shares authorized, 69,703,480 shares issued and outstanding at June 30, 2012 and December 31, 2011			69,704			69,704
Additional paid-in capital			(69,604	)		(69,604	)
Earnings (deficit) accumulated during the development stage			(390,025	)		(98,876	)
TOTAL SHAREHOLDERS’ EQUITY (DEFICIT)			(389,925	)		(98,776	)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)		$	84,262			96,914
See Notes to Unaudited Consolidated Financial Statements

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Living 3D Holdings, Inc.
(A Development Stage Company)
Consolidated Statements of Operations and Comprehensive Income (Unaudited)
(Stated in US dollars)
	Three Months Ended June 30,						Six Months Ended June 30,						From Inception (June 23, 2008) Through June 30,
	2012			2011			2012			2011			2012
Revenue	$	-		$	16,866		$	-		$	21,237		$	158,792
Cost of revenue		-			14,815			-			18,756			118,753
Gross profit		-			2,051			-			2,481			40,039
Operating expenses
General and administrative expenses		149,291			11,883			291,153			60,940			430,152
Total operating expenses		149,291			11,883			291,153			60,940			430,152
Income (loss) from operations		(149,291	)		(9,832	)		(291,153	)		(58,459	)		(390,113)
Other income (expense)		87			(11	)		4			(16	)		88
Net Income (Loss)	$	(149,204	)	$	(9,843	)	$	(291,149	)	$	(58,475	)	$	(390,025)
Other comprehensive income (loss)
Total Comprehensive Income (Loss)	$	(149,204	)	$	(9,843	)	$	(291,149	)	$	(58,475	)	$	(390,025)
Basic and Diluted Earnings (Loss) per Common Share		(0.00	)		(0.00	)		(0.00	)		(0.00	)
Weighted Average Common Shares; Basic and Diluted		69,703,480			62,590,880			69,703,480			62,590,880

See Notes to Unaudited Consolidated Financial Statements

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Living 3D Holdings, Inc.
(A Development Stage Company)
Consolidated Statement of Shareholders’ Equity (Deficit)
(Stated in US dollars)
	Common Stock				Additional			Earnings (Deficit) Accumulated During the Development			Total Shareholders'
	Shares		Amount		Paid-in Capital			Stage			Equity (Deficit)
Balance as of June 23, 2008 (Date of Inception)		-	$	-	$	-		$	-		$	-
Issuance of common stock		62,590,880		62,591		(62,591	)		-			-
Net loss for the period									(897	)		(897	)
Balance as of December 31, 2008		62,590,880	$	62,591	$	(62,591	)	$	(897	)	$	(897	)
Net loss for the year		-		-		-			(3,200	)		(3,200	)
Balance as of December 31, 2009		62,590,880	$	62,591	$	(62,591	)	$	(4,097	)	$	(4,097	)
Net income for the year		-		-		-			23,914			23,914
Balance as of December 31, 2010		62,590,880	$	62,591		(62,591	)		19,817		$	19,817
Shares issued in reverse merger		7,112,600		7,113		(7,113	)		-			-
Subscription receivable collected						100			-			100
Net loss for the year		-		-		-			(118,693	)		(118,693	)
Balance as of December 31, 2011		69,703,480	$	69,704		(69,604	)		(98,876	)	$	(98,776	)
Net loss for the quarter		-		-		-			(291,149	)		(291,149	)
Balance as of June 30, 2012 (Unaudited)		69,703,480	$	69,704	$	(69,604	)	$	(390,025	)	$	(389,925	)

See Notes ot Unaudited Consolidated Financial Statements

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Living 3D Holdings Inc
(A Development Stage Company)
Consolidated Statements of Cash Flows (Unaudited)
(Stated in US dollars)
		Six Months Ended June 30,			Six Months Ended June 30,			From Inception (June 23, 2008) Through June 30,
		2012			2011			2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)		$	(291,149	)	$	(58,475	)	$	(390,025	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Changes in operating assets and liabilities:
Other current assets			-			(33	)		(33	)
Accounts payable			(1	)		18,756			18,756
Accrued liabilities and other payable			214,109			(2,164	)		270,624
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES			(77,041	)		(41,916	)		(100,678	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related parties			64,389			48,429			184,807
Collection of subscription receivable			-						100
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES			64,389			48,429			184,907
NET INCREASE (DECREASE) IN CASH			(12,652	)		6,513			84,229
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR		$	96,881		$	95,723		$	-
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD		$	84,229		$	102,236		$	84,229
Supplementary Disclosures for Cash Flow Information:
Income taxes paid		$	-		$	-		$	-
Interest paid		$	-		$	-		$	-

See Notes to Unaudited Consolidated Financial Statements

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Living 3D Holdings, Inc.

(A Development Stage Company)

Notes to Consolidated Financial Statements

(Unaudited)

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. The Company markets three-dimensional (3D) hardware display devices designed by affiliates and manufactured by third parties. Such products have application in industries where LCD monitors and LED panels are utilized, including location based entertainment, computer monitors, telecommunications, mobile phones and other hand held devices.

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

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

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

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A.   BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of Living 3D Holdings, Inc. have been prepared in according with accounting principles generally accepted in 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 SEC on Form 10-K. In the option 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 unaudited consolidated financial statements which would substantially duplicate the disclosure contained in the audited consolidated financial statements for the most recent fiscal year ended December 31, 2011, as reported in Form 10-K, have been omitted.

NOTE 3 – GOING CONCERN

The Company first generated revenue in 2010 and is still in the early stages of establishing a market for the products it sells. The Company is primarily funded by Wong Jimmy Kent Lam, the Company’s Chief Executive Officer ("CEO") and principal owner. 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.

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NOTE 4 – RELATED PARTY TRANSACTIONS

The due to related party balances at June 30, 2012 and December 31, 2011 are $184,807 and $120,418, respectively, represents advances from Wong Jimmy Kent Lam, the Company’s CEO and principal owner to support the Company’s operation.  The advances are unsecured and non-interest bearing without terms and set maturity dates.

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

Forward-Looking Statements

This report on Form 10-Q for the three and six months ended June 30, 2012 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. 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:

·   our lack of operating history results;

·   our independent registered public accountants have expressed a going concern opinion;

·   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;

·   our ability to implement our business plan;

·   uncertainties regarding our ability to increase revenues and penetrate our market;

·   economic and general risks relating to business;

·   our ability to manage our costs of production;

·   our ability to protect our intellectual property through patents and other intellectual property protection;

·   our dependence on key personnel;

·   increased competition or our failure to compete successfully;

·   our ability to keep pace with technological advancements in our industry;

·   our ability to comply with Section 404 of the Sarbanes-Oxley Act of 2002, as required;

·   our nonpayment of dividends and lack of plans to pay dividends in the future;

·   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;

·   our additional securities available for issuance, which, if issued, could adversely affect the rights of the holders of our common stock;

·   our ability to have our common stock trade in an active public market;

·   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

·   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.

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Overview

Our business is focused on the marketing and sale of 3D image display devices designed and manufactured by third parties using original equipment manufacturer (OEM) parts. To date, we have concentrated on the markets for 3D touch pads, 3D indoor and outdoor light emitting diode (LED) displays and 3D televisions.  We believe that the market for touch pads, displays and televisions will grow more quickly over the next five years than other 3D markets, although we can offer no assurances in this regard.  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.  While our sales to date have focused on customers utilizing our products in media and advertising, 3D display products are applicable in a wide range of industries, including entertainment, education, consumer electronics, medical diagnosis and scientific research.

We market our 3D technologies and products under our Living 3D brand in the PRC.  Given sufficient capital, we plan to build our revenues by focusing on direct sales and sales to retail distributors in selected markets. The following discussion summarizes the material changes in our results of operations and our financial condition for the three and six months ended June 30, 2012 and June 30, 2011.

Operating Results

For the Three months Ended June 30, 2012 and 2011

The Statement of Operations is included in the Financial Statements attached to this report.  Please refer to this Statement of Operations.

Results From Operations

Revenues.  For the three months ended June 30, 2012 and June 30, 2011, revenues were $-0- and $16,866, respectively, a decrease of $16,866.  The revenues for the three months ended June 30, 2011 were derived from sales of 3D technology products manufactured by third parties.  The decrease in revenue is due to the fact that we are a development stage company and did not undertake the same marketing efforts in the three months ended June 30, 2012 as we did for the same period in 2011.

Cost of Revenue.  Our cost of revenue declined to $-0- from $14,815 in the three months ended June 30, 2012 compared to the same period in 2011.  This decline was due to our decrease in sales during the period.

General and Administrative Expenses.   For the three months ended June 30, 2012 and June 30, 2011, general and administrative expenses were $149,291 and $11,883, respectively, an increase of $137,408.  The increase in such expenses is attributable to our efforts to advance our development, including becoming publicly held.

Operating (Loss) or Operating Income.  For the three months ended June 30, 2012, the operating loss was ($149,204) and for the same period ended June 30, 2011 the operating loss was ($9,843), an increase in the operating loss of ($139,361).  The increase in the operating loss between the periods is due to the increase in general and administrative expenses discussed above and the decrease in revenues.

Income Tax Provision.  No provision for income tax benefit from net operating losses has been made for the three months ended June 30, 2012 as we have fully reserved the asset until realization is more reasonably assured.

Net (Loss) or Net Income.  The net loss for the three months ended June 30, 2012 was ($149,204) and the net loss for the three months ended June 30, 2011 was ($9,843), an increase in net loss of ($139,361).  This increase in net loss resulted from the increase in general and administrative expenses and decrease in revenues.

Liquidity and Capital Resources.  Cash and equivalents as of June 30, 2012 and June 30, 2011 totaled $84,229 and $102,236, respectively, a decrease of $18,007. This reflects our increased operating loss partially offset by related party loans made to us by Mr. Wong, our CEO and a principal shareholder.

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For the Six Months Ended June 30, 2012 and 2011

The Statement of Operations is included in the Financial Statements attached to this report.  Please refer to this Statement of Operations.

Results From Operations

Revenues.  For the six months ended June 30, 2012 and June 30, 2011, revenues were $-0- and $21,237, respectively, a decrease of $21,237.  The revenues for the six months ended June 30, 2011 were derived from sales of 3D technology products manufactured by third parties.  The decrease in revenue is due to the fact that we are a development stage company and did not undertake the same marketing efforts in the six months ended June 30, 2012 as we did for the same period in 2011.

Cost of Revenue.  Our cost of revenue declined to $-0- from $18,756 in the six  months ended June 30, 2012 compared to the same period in 2011.  This decline was due to our decrease in sales during the period versus the prior period.

General and Administrative Expenses.   For the six months ended June 30, 2012 and June 30, 2011, general and administrative expenses were $291,153 and $60,940, respectively, an increase of $230,213.  The increase in such expenses is attributable to our efforts to advance our development, including becoming publicly held.

Operating (Loss) or Operating Income.  For the six months ended June 30, 2012, the operating loss was ($291,149) and for the same period ended June 30, 2011, the operating loss was ($58,475) an increase in the operating loss of ($232,674).  The increase in the operating loss between the periods is explained by the increase in general and administrative expenses discussed above and the decrease in revenues.

Income Tax Provision.  No provision for income tax benefit from net operating losses has been made for the six months ended June 30, 2012 as we have fully reserved the asset until realization is more reasonably assured.

Net (Loss) or Net Income.  The net loss for the six months ended June 30, 2012 was ($291,149) and the net loss for the six months ended June 30, 2011 was ($58,475), an increase in net loss of ($232,674).  This increase in net loss resulted from the increase in general and administrative expenses and decrease in revenues.

Liquidity and Capital Resources, Going Concern

Current and Expected Liquidity

Historically, we have financed operations primarily through the issuance of debt.  In the near future, as additional capital is needed, we expect to rely primarily on the sale of equity securities. We had loans payable to Jimmy Kent-Lam Wong, our CEO and majority shareholder, in an aggregate principal amount of $184,807 at June 30, 2012 that do not contain any restrictive covenants restricting our ability to our issue additional debt or equity securities.  Such loans do not bear interest and do not have set maturity dates.

Our cash and cash equivalents decreased by $18,007, from $102,236 at June 30, 2011 to $84,229 at June 30, 2012, due principally to the payment of liabilities.

Our cash from financing activities increased by $15,960, from $48,429 at June 30, 2011 to $64,389 at June 30, 2012, due toanincrease in loans from our principal shareholder.

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

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There can be no assurance that additional funds will be available on terms attractive 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 at June 30, 2012.

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.

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Related Parties.  A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company.  Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.  A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one of more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

Recent Accounting Pronouncements

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, 2012 that have materially affected or are reasonably likely to materially affect, such controls.

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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.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Living 3D Holdings, Inc.
Date:  August 14, 2012	/s/ Wong Jimmy Kent-Lam                                                                                      Name:  Wong Jimmy Kent-Lam Title: Chief Executive Officer and Chairman of the Board of Directors
Date:  August 14, 2012	/s/ Kin Wah Ngai                                                                            Name:  Kin Wah Ngai Title: Chief Financial Officer and Director

- 15 -

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.

EX-31.1

                                                                                                                                                                                                                                                                                                                                                                                                                                                                        Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT OF 2002

I, Jimmy Kent-Lam Wong, certify that;

(1) I have reviewed this quarterly report on Form 10-Q of Living 3D Holdings, Inc.;

(2) Based on my knowledge, this 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 report;

(3) Based on my knowledge, the financial statements, and other financial information included in this 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 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 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.

(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 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:  August 14, 2012

/s/ Jimmy Kent-Lam Wong

By:      Jimmy Kent-Lam Wong

Title:   Chief Executive Officer

(Principal Executive Officer)

EX-31.2

                                                                                                                                                                                                                                                                                                                                                                                                                                                                        Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT OF 2002

I, Kin Wah Ngai, certify that;

(1) I have reviewed this quarterly report on Form 10-Q of Living 3D Holdings, Inc.;

(2) Based on my knowledge, this 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 report;

(3) Based on my knowledge, the financial statements, and other financial information included in this 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 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 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.

(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 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:  August 14, 2012

/s/ Kin Wah Ngai

By:      Kin Wah Ngai

Title:   Chief Financial Officer

(Principal Financial Officer)

EX-32

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    Exhibit 31.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Living 3D Holdings, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned hereby certifies to the best of his knowledge, pursuant to 18 U.S.C. §1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/  Jimmy Kent-Lam Wong

Jimmy Kent-Lam Wong

Chief Executive Officer

August 14, 2012

/s/  Kin Wah Ngai

Kin Wah Ngai

Chief Financial Officer

August  14, 2012