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, 2014

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

For the transition period from to

Commission File Number:  000-53643

Living 3D Holdings, Inc.

(Exact name of registrant as specified in its charter)

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

109 Lafayette Street, Suite 802

New York, New York 10013

(Address of principal executive offices)

(212) 925-4759

(Registrant’s telephone number, including area code)

________________________________________________________________

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

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

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

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

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

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

¨ Yes   ý No

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

Class	Outstanding at August 14, 2014
Common Stock, $.001 par value	69,703,480

	Form 10-Q Living 3D Holdings, Inc. JUNE 30, 2014 Table of Contents
PART I – FINANCIAL INFORMATION		Page
Item 1.	Financial Statements.
	Consolidated Balance Sheets—As of June 30, 2014 (Unaudited) and December 31, 2013.	1
	Consolidated Statements of Operations and Comprehensive Income (Unaudited)—for the three and six months ended June 30, 2014 and 2013.	2
	Consolidated Statement of Changes in Shareholders’ Equity (Deficit) for the year ended December 31, 2013 and the six months ended June 30, 2014 (Unaudited).	3
	Consolidated Statements of Cash Flows for the six months ended June 30, 2014 and 2013 (Unaudited).	4
	Notes to Consolidated Financial Statements (Unaudited).	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	15
Item 4.	Controls and Procedures.	16
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.	16
Item 1A.	Risk Factors.	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	16
Item 3.	Defaults Upon Senior Securities.	16
Item 4.	Mine Safety Disclosures.	16
Item 5.	Other Information.	16
Item 6.	Exhibits.	17
Signatures		18
Exhibits
Certifications

Living 3D Holdings, Inc.
Consolidated Balance Sheets
(Stated in US dollars)
	June 30, 2014			December 31, 2013
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	3,850		$	54,349
Accounts receivable, net		8,512			-
Due from related party		6,544			6,544
Other current assets		289			9,430
Total Current Assets		19,195			70,323
Property and equipment, net		-			480,072
TOTAL ASSETS	$	19,195		$	550,395
LIABILITIES & SHAREHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Accounts payable	$	24,397		$	18,756
Accrued liabilities and other payables		1,157,834			1,075,505
Due to related parties		85,000			120,056
Total Current Liabilities		1,267,231			1,214,317
Loan from related party		300,000			550,000
TOTAL LIABILITIES	$	1,567,231		$	1,764,317
SHAREHOLDERS’ EQUITY (DEFICIT)
Preferred Stock, $.001 par value, 10,000,000 shares authorized, no shares issued and outstanding	$	-		$	-
Common stock, $.001 par value, 90,000,000 shares authorized, 69,703,480 shares issued and outstanding at June 30, 2014 and December 31, 2013		69,704			69,704
Additional paid-in capital		(69,604	)		(69,604	)
Accumulated deficit		(1,548,136	)		(1,357,727	)
Accumulated other comprehensive income		-			809
Total Living 3D Holdings, Inc. shareholders’ equity		(1,548,036	)		(1,356,818	)
Non-controlling interest		-			142,896
TOTAL SHAREHOLDERS’ EQUITY (DEFICIT)		(1,548,036	)		(1,213,922	)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)	$	19,195		$	550,395

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

1

Living 3D Holdings, Inc.

Consolidated Statements of Operations (Unaudited)

(Stated in US dollars)

	For The Three Months Ended June 30,						For The Six Months Ended June 30,
	2014			2013			2014			2013
Revenue	$	6,251		$	-		$	8,512		$	6,104
Cost of Revenue		5,642			-			7,898			5,548
Gross Profit		609			-			614			556
Operating Expenses
General and administrative expenses		145,918			125,457			337,906			235,524
Gain on disposal of joint venture		(126,848	)		-			(126,848	)		-
Total Operating Expenses		19,070			125,457			211,058			235,524
Loss from Operations		(18,461	)		(125,457	)		(210,444	)		(234,968	)
Other Income (Expenses)
Interest expenses		(5,482	)		-			(15,423	)
Other income (expenses)		(8	)		32			23			(62	)
Total Other Income (Expenses)		(5,490	)		32			(15,400	)		(62	)
Net Loss	$	(23,951	)	$	(125,425	)	$	(225,844	)	$	(235,030	)
Less: Net loss attributable to non-controlling interest		-			-			(35,435	)		-
Net Loss Attributable to Living 3D Holdings, Inc.	$	(23,951	)	$	(125,425	)	$	(190,409	)	$	(235,030	)
Comprehensive Loss
Net Loss		(23,951	)		(125,425	)		(225,844	)		(235,030	)
Foreign currency translation gain		-			-			1,592			-
Total Comprehensive Loss	$	(23,951	)	$	(125,425	)	$	(224,252	)	$	(235,030	)
Comprehensive loss attributable to non-controlling interest		-			-			(34,560	)		-
Comprehensive loss attributable to Living 3D Holdings, Inc.	$	(23,951	)	$	(125,425	)	$	(189,692	)	$	(235,030	)
Basic and Diluted Loss per Common Share		(0.00	)		(0.00	)		(0.00	)		(0.00	)
Weighted Average Common Shares; Basic and Diluted		69,703,480			69,703,480			69,703,480			69,703,480

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

2

Living 3D Holdings, Inc.
Consolidated Statements of Changes in Shareholders’ Equity (Deficit)
(Stated in US dollars) (Unaudited)
	Common stock				Additional paid-in capital			Accumulated other comprehensive income			Accumulated deficit			Total Living 3D Holdings, Inc. shareholders' equity (deficit)			Non-controlling interests			Total equity
	Shares		Amount
Balance as of December 31, 2013		69,703,480	$	69,704	$	(69,604	)	$	809		$	(1,357,727	)	$	(1,356,818	)	$	142,896		$	(1,213,922	)
Net loss for the period		-		-		-			-			(190,409	)		(190,409	)		(35,435	)		(225,844	)
Foreign currency translation gain		-		-		-			716			-			716			876			1,592
Disposal of joint venture		-		-		-			(1,525	)		-			(1,525	)		(108,337	)		(109,862	)
Balance as of June 30, 2014		69,703,480	$	69,704	$	(69,604	)	$	-		$	(1,548,136	)	$	(1,548,036	)	$	-		$	(1,548,036	)
The accompanying notes are an integral part of these unaudited consolidated financial statements

3

Living 3D Holdings, Inc.
Consolidated Statements of Cash Flows
(Stated in US dollars) (Unaudited)
	For the Six Months Ended June 30,
	2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(225,844	)	$	(235,030	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation expenses		6,436			-
Gain on disposal of Joint Venture		(126,848	)		-
Changes in operating assets and liabilities
Accounts receivable		(8,512	)		-
Other current assets		7,046			(24	)
Accounts payable		5,641			-
Accrued liabilities and other payable		167,002			174,646
CASH USED IN OPERATING ACTIVITIES		(175,079	)		(60,408	)
CASH FLOW FROM INVESTING ACTIVITIES
Cash paid for the purchase of property and equipment		(3,171	)		-
Cash paid on disposal of joint venture		(3,949	)		-
CASH USED IN INVESTING ACTIVITIES		(7,120	)		-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related parties		131,730			51,982
Collection of subscription receivable		-			-
Contribution from non-controlling investors		-			-
CASH PROVIDED BY FINANCING ACTIVITIES		131,730			51,982
Effect of exchange rate changes on cash and cash equivalents		(30	)		-
NET INCREASE (DECREASE) IN CASH		(50,499	)		(8,426	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	$	54,349		$	24,857
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	3,850		$	16,431
Supplementary Disclosures for Cash Flow Information:
Income taxes paid	$	-		$	-
Interest paid	$	-		$	-
Forgiveness of loan and accrued interests from related party in connection with disposal of joint venture		260,844

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

4

LIVING 3D HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - DESCRIPTION OF BUSINESS AND ORGANIZATION

Living 3D Holdings Ltd (“L3D”) was incorporated in the British Virgin Islands (the “BVI”) on June 23, 2008. L3D is a globally integrated enterprise that targets the intersection of 3D technology and effective business. The Company specializes in the design, development, production, sale and marketing of “auto stereoscopic 3D” technology, or Auto 3D products, services and solutions. The products we market are based on "auto stereoscopic 3D" technology, or Auto 3D, which means that viewers are not required to wear 3D glasses in order to experience the 3D effects of the screen, and instant switching between two dimensional, or 2D, and 3D viewing is enabled.  We believe that this gives us a competitive advantage over other suppliers of 3D products requiring the use of a visor or glasses in order to experience a 3D effect.

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

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

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

In June 2013, the Company with its strategic partners has entered into a memorandum of understanding and has formed a joint venture, 3D Science & Cultural Products International Exchange Center in Tianjin, China that will enable the vendors from different countries around the world to showcase 3D technology and promote the sale and marketing of international 3D products. Effective April 1, 2014, the Company disposed of its entire equity interests in 3D Science & Cultural Products International Exchange Center.

At June 30, 2014, L3D has the following wholly owned subsidiaries: Living 3D (Hong Kong) Limited, 3D Capital Holdings Inc, Columbia College Hollywood International Limited and Living 3D Technology Group Limited. L3D and its subsidiaries are collectively referred to as L3D or the Company. 

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

5

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. BASIS OF PRESENTATION

The consolidated financial statements are prepared in accordance with generally accepted accounting principles used in the United States of America. The accompanying unaudited interim financial statements of Living 3D Holdings, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s latest Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results of operations for the interim periods presented have been reflected herein. The results of operations for such interim periods are not necessarily indicative of operations for a full year. Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year, 2013, as reported in Form 10-K, have been omitted.

B. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In April 2014, the FASB issued ASU 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”. The amendments in the ASU change the criteria for reporting discontinued operations while enhancing disclosures in this area. It also addresses sources of confusion and inconsistent application related to financial reporting of discontinued operations guidance in U.S. GAAP. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. In addition, the new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. The amendments in the ASU are effective in the first quarter of 2015 for public organizations with calendar year ends. Early adoption is permitted. The Company does not expect the adoption to have a significant impact on its consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, “Revenue from contracts with Customers (Topic 606)”. This ASU affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of non-financial assets. This ASU will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance. The ASU also supersedes some cost guidance included in Subtopic 605-35, Revenue Recognition-Construction-Type and Production-Type Contracts. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchanged for those goods or services. The standard is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.

In June 2014, the FASB issued ASU 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements”. The amendments in this Update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, thereby improving financial reporting by eliminating the cost and complexity associated with providing that information. In the quarter ended June 30, 2014, the Company has elected to early adopt this ASU by removing the inception to date information and all references to development stage.

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.

6

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. At June 30, 2014, the Company has a working capital deficit of $1,248,036 and an accumulated deficit of $1,548,136. The Company is primarily funded by Jimmy Kent-Lam Wong, the Company’s Chief Executive Officer ("CEO") and principal shareholder. The Company will have to raise additional capital, including through the sale of equity securities, to support its operation and expansion.

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

NOTE 4 – PROPERTY AND EQUIPMENT AND CONSTRUCTION IN PROGRESS

Property and equipment consist of the following:

	June 30, 2014		December 31, 2013
Building improvement	$	-	$	16,594
Computer software		-		3,883
Furniture		-		27,324
Machinery and equipment		-		67,898
Motor vehicles		-		33,678
		-		149,377
Less: Accumulated depreciation		-		(4,799	)
Net		-		144,578
Construction in progress		-		335,494
	$	-	$	480,072

The depreciation expense for the period ended June 30, 2014 and 2013 was $6,436 and $(-0-) respectively.

NOTE 5 – RELATED PARTY TRANSACTIONS

The related parties consist of the following:

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

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

China 3D Industrial Park Company Limited (“China 3D”), Jimmy Kent-Lam Wong is one of two directors of China 3D and owns 50% equity interest through his affiliates in China 3D. Chang Li, the Company's Chief Technology Officer and a director, is the second director of China 3D.

Due from Related Party

Due from related party consists of the following:

	June 30, 2014		December 31, 2013
Jimmy Kent-Lam Wong		6,544		6,544
Total	$	6,544	$	6,544

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

7

Due to Related Parties

Due to related parties consists of the following:

	June 30, 2014		December 31, 2013
Kingdom Industry Group Inc.		85,000		35,000
China 3D		-		85,056
Total	$	85,000	$	120,056

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

Loan from Related Party

By the agreements dated August 28, 2013 and November 29, 2013, the Company obtained loans of $250,000 and $300,000, respectively, from Kingdom Industry Group Inc. The loans are unsecured, bearing interest of 7.33% per annum and are to be repayable within two years from the respective dates of the loan agreements. In connection with the disposal of 3D Science & Cultural Products International Exchange Center, the directors of Kingdom Industry Group, Inc. had elected to relinquish all their claims on the loan of $250,000 together with any accrued interests thereon (also see Note 7). The directors of Kingdom Industry Group Inc. confirmed that they would not have any claim whatsoever on the said loan.

NOTE 6 – NON-CONTROLLING INTEREST

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

The total capital of 3D Science & Cultural Products International Exchange Center will be RMB 10,000,000 (approximately $1.6 million). L3D-HK and China 3D have each committed to contribute RMB 4,500,000 (approximately $0.7 million) of such amount and each will own 45% of the joint venture. L3D-HK and China 3D are to make their respective capital contributions as follows: RMB 1,500,000 (approximately $0.24 million) on or before July 31, 2013; RMB 1,500,000 (approximately $0.24 million) on or before December 31, 2013; RMB 1,500,000 (approximately $0.24 million) on or before May 31, 2014. Tianjin 3D will contribute certain assets valued at RMB 1,000,000 (approximately $0.2 million) for its equity interest of 10% in the joint venture.

Both L3D-HK and China 3D made its first capital contribution of RMB 1,500,000 (approximately $0.24 million) in August 2013. No additional contribution from L3D-HK and China 3D has been made as of the report date. In September 2013, 3D Science & Cultural Products International Exchange Center obtained its business license from the Administration of Industry and Commerce.

Tianjin 3D has made its contribution on January 6, 2014 in the form of a customer list. Since the customer list was internally generated by Tianjin 3D with no historical carrying amounts recorded, the Company did not record a value for the contribution.

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

8

of the income or loss applicable to non-controlling interest is reflected in the consolidated statements of operations.

In June 2014, L3D-HK entered into an agreement to dispose of its entire equity interest in 3D Science & Cultural Products International Exchange Center to Excellent Plus Group Limited, an independent third party, effective on April 1, 2014, see Note 7.

NOTE 7 – DISPOSAL OF JOINT VENTURE

By a Sale and Purchase Agreement dated June 26, 2014, L3D-HK sold its 45% equity interest in 3D Science & Cultural Products International Exchange Center to Excellent Plus Group Limited, an independent third party for a consideration of $250,000. The decision was made because the management did not have sufficient experience at managing a joint venture. The consideration of $250,000 was satisfied through the forgiveness of debt of the same amount due to Kingdom Industry Group Inc. The Agreement provided that the sale and purchase of the 45% equity interest would be effective as of April 1, 2014. The disposition resulted in a gain of $126,848, which was reported as “gain on disposal of joint venture” included in operating expense for the period ended June 30, 2014.

The Company determined that disposal of joint venture did not constitute a discontinued operation, as the Company anticipated that it will generate significant continuing cash flows from the customers of the disposed joint venture.

9

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

Forward-Looking Statements

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

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

General

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

Overview

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

The Company also provides technical and support services of 3D in software development, contents production, hardware configuration to a wide range of industries, including entertainment, education, consumer electronics, medical diagnosis, scientific research and, in particular, media and advertising. The Company aims at

10

customizing product requirements and specifications in order to enhance the power of product display in business advertising and special operational environments.

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

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

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

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

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

We market our 3D technologies and products under our Living 3D brand in the PRC.

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

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

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

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

The following discussion summarizes the material changes in our results of operations and our financial condition for the three and six months ended June 30, 2014 and June 30, 2013.  The Statement of Operations is included in the Financial Statements attached to this report.  Please refer to the Statement of Operations.

Results of Operations for the three months ended June 30, 2014 and 2013

Results From Operations

Revenues.  For the three ended June 30, 2014 and June 30, 2013, revenues were $6,251 and $(-0-), respectively, an increase of $6,251.  The revenues for the three months ended June 30, 2014 were derived from sales of 3D technology products manufactured by third parties.  The increase in revenue was due to an increase in product sales in the quarter over the comparable period. Moreover, the Company is still in the early stage of development and its sales fluctuate.

Cost of Revenue.  The Company’s cost of revenue increased to $5,642 from $(-0-) in the period ended June 30, 2014 compared to the same period in 2013.  The increase was due to the increase in sales in the current period.

Gross Profit.  For the three months ended June 30, 2014, the gross profit was $609 compared with $(-0-) for

11

the same period in 2013. The increase was because of the increase in sales in the current period.

General and Administrative Expenses.   For the three months ended June 30, 2014 and June 30, 2013, general and administrative expenseswere $145,918 and $125,457, respectively, an increase of $20,461. The increase in such expenses was primarily attributable to the increase in overseas travelling expenses incurred in the promotion of the Company’s business and legal fees.

Gain on disposal of joint venture.  For the three months ended June 30, 2014 and June 30, 2013, gain on disposal of subsidiary were $126,848 and $(-0-), respectively, an increase of $126,848. The increase was primarily due to the net gain on the disposal of the Company’s interests of 3D Science & Cultural Products International Exchange Center in Tianjin on April 1, 2014 to Excellent Plus Group Limited.

Operating (Loss) or Operating Income.  For the three months ended June 30, 2014, the operating loss was $(18,461) and, for the same period ended June 30, 2013, the operating loss was $(125,457), a decrease of $106,996.  The decrease of operating loss between the periods was explained by the increase in general and administrative expenses and gain on disposal of joint venture discussed above.

Interest Income (Expenses). The interest expenses for the period ended June 30, 2014 amounted to ($5,482) and ($-0-) for the period ended June 30, 2013. The interest expenses represented interest payable to Kingdom Industry Group, Inc. on an advance of US$300,000. The loan bears interest of 7.33% per annum. There was no such advance in 2013.

Income Tax Provision.  No provision for income tax benefit from net operating losses had been made for the periods ended June 30, 2014 and 2013 as the Company had fully reserved the asset until realization is more reasonably assured.

Net (Loss).  For the three months ended June 30, 2014, the net loss attributable to the Company was ($23,951) compared with a net loss of ($125,425) for the period ended June 30, 2013, a decrease of $101,471. The decrease was primarily due to the gain on disposal of the Company’s joint venture in 3D Science & Cultural Products International Exchange Center which was partially offset by the increase in the general and administrative expenses as discussed above.

Results of Operations for the six months ended June 30, 2014 and 2013

Results From Operations

Revenues.  For the six ended June 30, 2014 and June 30, 2013, revenues were $8,512 and $6,104, respectively, an increase of $2,408.  The revenues for the six months ended June 30, 2014 were derived from sales of 3D technology products manufactured by third parties.  The increase in revenue was due to an increase in product sales in the six months’ period over the comparable period. Moreover, the Company is still in the early stage of development and its sales fluctuate.

Cost of Revenue.  The Company’s cost of revenue increased to $7,898 from $5,548 in the period ended June 30, 2014 compared to the same period in 2013.  The increase was due to the increase in sales in the current period.

Gross Profit.  For the six months ended June 30, 2014, the gross profit was $614 compared with $556 for the same period in 2013. The increase was because of the increase in sales in the current period.

General and Administrative Expenses.   For the six months ended June 30, 2014 and June 30, 2013, general and administrative expenseswere $337,906 and $235,524, respectively, an increase of $102,382. The increase in such expenses was primarily attributable to the increase in the general and administrative expenses of the Company’s joint venture which was disposed of effective April 1, 2014. The Company had no such investment in joint venture for the period ended June 30, 2013.

Gain on disposal of joint venture.  For the six months ended June 30, 2014 and June 30, 2013, gain on

12

disposal of subsidiary were $126,848 and $(-0-), respectively, an increase of $ 126,848. The increase was primarily due to the net gain on the disposal of the Company’s interest in 3D Science & Cultural Products International Exchange Center in Tianjin effective April 1, 2014 to Excellent Plus Group Limited.

Operating (Loss) or Operating Income.  For the six months ended June 30, 2014, the operating loss was $(210,444) and, for the same period ended June 30, 2013, the operating loss was $(234,968), a decrease of $24,524.  The decrease of operating loss between the periods was explained by the increase in general and administrative expenses and gain on disposal of joint venture discussed above.

Interest Income (Expenses). The interest expenses for the period ended June 30, 2014 amounted to ($15,423) and ($-0-) for the period ended June 30, 2013. The interest expenses represented interest payable to Kingdom Industry Group, Inc. on advances of US$550,000. The loans bear interest of 7.33% per annum. Kingdom Industry Group, Inc. has partially waived its claim on the advances amounting to US$250,000 and any accrued interests thereon on June 26, 2014. There were no such advances in 2013.

Net (Loss) Attributable to Non-controlling interests.The net loss attributable to the non-controlling interests for the period ended June 30, 2014 amounted to ($35,435) compared with a net loss attributable to the non-controlling interests of ($-0- ) for the period ended June 30, 2013, an increase of $35,435. The net loss attributable to the non-controlling interest represented the share of the net loss by the non-controlling interestsof 3D Science & Cultural Products International Exchange Center in Tianjin for the three months ended March 31, 2014. The joint venture had been disposed of effective April 1, 2014.The Company had no such investment in the same period of 2013.

Net (Loss) Attributable to the Company.  For the six months ended June 30, 2014, the net loss attributable to the Company was ($190,409) compared with a net loss of ($235,030) for the period ended June 30, 2013, a decrease of $44,611. The decrease was primarily due to the increase in the general and administrative expenses which was offset by gain on disposal of joint venture as discussed above.

Income Tax Provision.  No provision for income tax benefit from net operating losses had been made for the periods ended June 30, 2014 and 2013 as we had fully reserved the asset until realization is more reasonably assured.

Comprehensive Income (Loss) Attributable to Non-controlling interests.  The comprehensive loss attributable to the non-controlling interests for the period ended June 30, 2014 was ($34,560) compared with ($-0-) for the period ended June 30, 2013, an increase of $34,560.  This increase mainly resulted from the increase in general and administrative expenses attributable to the non-controlling interest of the Company’s joint venture which was disposed of effective April 1, 2014. The Company had no such investment in 2013.

Comprehensive Income (Loss) Attributable to the Company.  The comprehensive loss attributable to the Company for the period ended June 30, 2014 was ($189,692) compared with ($235,030) for the period ended June 30, 2013, a decrease of $45,338.  This decrease was primarily due to the increase in general and administrative expenses which were offset by gain on disposal of joint venture as discussed above.

Liquidity and Capital Resources.  Cash and cash equivalents as of June 30, 2014 and December 31, 2013 totaled $3,850 and $54,349, respectively, a decrease of $50,499.  The decrease was attributable to the increase in funds used in operating activities which was partially offset by additional related party loans made to us by Kingdom Industry Group, Inc., a company controlled by Jimmy Kent-Lam Wong.

Liquidity and Capital Resources

Current and Expected Liquidity

Historically, we have financed operations primarily through the issuance of debt.  In the near future, as additional capital is needed, we expect to rely primarily on the sale of equity securities. We had loans payable to Kingdom Industry Group Inc., a company controlled by Jimmy Kent-Lam Wong, in an aggregate principal amount of $300,000 at June 30, 2014  that do not contain any restrictive covenants restricting our ability to issue additional debt

13

or equity securities.  We also financed operations by increasing our payables and liabilities due to third parties to $1,157,834 at June 30, 2014 from $1,075,505 at December 31, 2013, an increase of $82,329.  The increase is due principally to salaries accrued for the services of our officers in the period of 2014.

Our cash flows used for operating activities increased by $114,671 from $60,408 at June 30, 2013  to $175,079 at June 30, 2014, due principally to the increase in our general and administrative expenses and an increase in the expenses of the joint venture.

Our cash used in investing activities increased by $7,120, from $(-0-) at June 30, 2013 to $7,120 at June 30, 2014, due primarily to the purchase of the fixed assets for the Company’s joint venture and the cash paid on disposal of the interest in the joint venture.

Our cash from financing activities increased by $79,748, from $51,982 at June 30, 2013 to $131,730 at June 30, 2014, due principally toan increase in loans from related parties.

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

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

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

Capital Commitments

We had no material commitments for capital expenditures.

Off-Balance Sheet Arrangements

There were no off-balance sheet arrangements at June 30, 2014.

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.

14

Foreign Currency Translation.  For financial reporting purposes, the financial statements of the Company, which are prepared in Hong Kong Dollars ("HKD"), are translated into the Company's reporting currency, United States Dollars ("USD").  Balance sheet accounts are translated using the closing exchange rate in effect at the balance sheet date and income and expense accounts are translated using the average exchange rate prevailing during the reporting period.  Adjustments resulting from the translation, if any, are included in accumulated other comprehensive income (loss) in the owner's equity.

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

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

Income Taxes.  Taxes are calculated in accordance with taxation principles currently effective in Hong Kong.  We account for income taxes using the liability method.  Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period that includes the enactment date.  A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

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

Recent Accounting Pronouncements

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

Item 3.                      Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

15

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, 2014 that have materially affected or are reasonably likely to materially affect, such controls.

PART II – OTHER INFORMATION

Item 1.                               Legal Proceedings.

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

Item 1A.                             Risk Factors.

Not applicable.

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

None.

Item 3.                                Defaults upon Senior Securities.

None.

Item 4.                                Mine Safety Disclosures.

Not applicable.

Item 5.                                Other Information.

None.

16

Item 6.                                Exhibits.

(c) Exhibits.

10.1	Sale and Purchase Agreement by and between Living 3D (Hong Kong) Limited and Excellent Plus Group Limited dated June 26, 2014.
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.

17

SIGNATURES

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

Living 3D Holdings, Inc.
Date:  August 19, 2014	/s/ Jimmy Kent-Lam Wong                                                                                                 Name:  Jimmy Kent-Lam Wong Title: Chief Executive Officer and Chairman of the Board of Directors
Date:  August 19, 2014	/s/ Kin Wah Ngai                                                                                                              Name:  Kin Wah Ngai Title: Chief Financial Officer and Director

18

Index to Exhibits

10.1	Sale and Purchase Agreement by and between Living 3D (Hong Kong) Limited and Excellent Plus Group Limited dated June 26, 2014.
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-10.1

Exhibit 10.1

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 19, 2014

/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 19, 2014

/s/ Kin Wah Ngai                                           

By:      Kin Wah Ngai

Title:   Chief Financial Officer

            (Principal Financial Officer)

EX-32

Exhibit 32

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 period ended June 30, 2014, 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 19, 2014

/s/  Kin Wah Ngai                                            

Kin Wah Ngai

Chief Financial Officer

August 19, 2014

XML

Note 3 - Going Concern

6 Months Ended

Jun. 30, 2014

Notes

Note 3 - Going Concern

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. At June 30, 2014, the Company has a working capital deficit of $1,248,036 and an accumulated deficit of $1,548,136. The Company is primarily funded by Jimmy Kent-Lam Wong, the Company’s Chief Executive Officer ("CEO") and principal shareholder. 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.

XML

Note 2 - Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2014

Notes

Note 2 - Summary of Significant Accounting Policies

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. BASIS OF PRESENTATION

The consolidated financial statements are prepared in accordance with generally accepted accounting principles used in the United States of America. The accompanying unaudited interim financial statements of Living 3D Holdings, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s latest Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results of operations for the interim periods presented have been reflected herein. The results of operations for such interim periods are not necessarily indicative of operations for a full year. Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year, 2013, as reported in Form 10-K, have been omitted.

B. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In April 2014, the FASB issued ASU 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”. The amendments in the ASU change the criteria for reporting discontinued operations while enhancing disclosures in this area. It also addresses sources of confusion and inconsistent application related to financial reporting of discontinued operations guidance in U.S. GAAP. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. In addition, the new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. The amendments in the ASU are effective in the first quarter of 2015 for public organizations with calendar year ends. Early adoption is permitted. The Company does not expect the adoption to have a significant impact on its consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, “Revenue from contracts with Customers (Topic 606)”. This ASU affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of non-financial assets. This ASU will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance. The ASU also supersedes some cost guidance included in Subtopic 605-35, Revenue Recognition-Construction-Type and Production-Type Contracts. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchanged for those goods or services. The standard is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.

In June 2014, the FASB issued ASU 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements”. The amendments in this Update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, thereby improving financial reporting by eliminating the cost and complexity associated with providing that information. In the quarter ended June 30, 2014, the Company has elected to early adopt this ASU by removing the inception to date information and all references to development stage.

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.

XML

Consolidated Balance Sheets (Unaudited) (USD $)	Jun. 30, 2014	Dec. 31, 2013
Current Assets
Cash and cash equivalents	$ 3,850	$ 54,349
Accounts receivable, net	8,512
Due from related party	6,544	6,544
Other current assets	289	9,430
Total Current Assets	19,195	70,323
Property and equipment, net	0	480,072
TOTAL ASSETS	19,195	550,395
Current Liabilities
Accounts payable	24,397	18,756
Accrued liabilities and other payables	1,157,834	1,075,505
Due to related parties	85,000	120,056
Total Current Liabilities	1,267,231	1,214,317
Loan from related party	300,000	550,000
TOTAL LIABILITIES	1,567,231	1,764,317
SHAREHOLDERS' EQUITY (DEFICIT)
Preferred Stock, $.001 par value, 10,000,000 shares authorized, no shares issued and outstanding
Common stock, $.001 par value, 90,000,000 shares authorized, 69,703,480 shares issued and outstanding at June 30, 2014 and December 31, 2013	69,704	69,704
Additional paid-in capital	(69,604)	(69,604)
Accumulated deficit	(1,548,136)	(1,357,727)
Accumulated other comprehensive income		809
Total Living 3D Holdings, Inc. shareholders' equity	(1,548,036)	(1,356,818)
Non-controlling interest		142,896
TOTAL SHAREHOLDERS' EQUITY (DEFICIT)	(1,548,036)	(1,213,922)
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)	$ 19,195	$ 550,395

XML

Consolidated Statements of Cash Flows (Unaudited) (USD $)	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (225,844)	$ (235,030)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation expenses	6,436	0
Gain on disposal of joint venture	(126,848)
Changes in operating assets and liabilities
Accounts receivable	(8,512)
Other current assets	7,046	(24)
Accounts payable	5,641
Accrued liabilities and other payable	167,002	174,646
CASH USED IN OPERATING ACTIVITIES	(175,079)	(60,408)
CASH FLOW FROM INVESTING ACTIVITIES
Cash paid for the purchase of property and equipment	(3,171)
Cash paid on disposal of joint venture	(3,949)
CASH USED IN INVESTING ACTIVITIES	(7,120)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related parties	131,730	51,982
Collection of subscription receivable
Contribution from non-controlling investors
CASH PROVIDED BY FINANCING ACTIVITIES	131,730	51,982
Effect of exchange rate changes on cash and cash equivalents	(30)
NET INCREASE (DECREASE) IN CASH	(50,499)	(8,426)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	54,349	24,857
CASH AND CASH EQUIVALENTS AT END OF PERIOD	3,850	16,431
Supplementary Disclosures for Cash Flow Information:
Income taxes paid
Interest paid
Forgiveness of loan and accrued interests from related party in connection with disposal of joint venture	$ 260,844

XML

Note 5 - Related Party Transactions: Due From/To Related Party (Details) (USD $)	Jun. 30, 2014	Dec. 31, 2013
Due from related party	$ 6,544	$ 6,544
Due to related parties	85,000	120,056
Jimmy Kent-Lam Wong
Due from related party	6,544	6,544
Kingdom Industry Group Inc
Due to related parties	85,000	35,000
China 3D
Due to related parties	$ 0	$ 85,056

XML

Note 7 - Disposal of Joint Venture (Details) (USD $)	3 Months Ended	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2014
Gain on disposal of joint venture	$ 126,848	$ 126,848
3D Science & Cultural Products International Exchange Center Joint Venture | Parent Company
Sale of Stock, Percentage of Ownership before Transaction		45.00%
Sale of Stock, Consideration Received Per Transaction		250,000
Gain on disposal of joint venture		$ 126,848
3D Science & Cultural Products International Exchange Center Joint Venture | Excellent Plus Group Limited
Sale of Stock, Percentage of Ownership after Transaction		45.00%

XML

Note 1 - Description of Business and Organization

6 Months Ended

Jun. 30, 2014

Notes

Note 1 - Description of Business and Organization

NOTE 1 - DESCRIPTION OF BUSINESS AND ORGANIZATION

Living 3D Holdings Ltd (“L3D”) was incorporated in the British Virgin Islands (the “BVI”) on June 23, 2008. L3D is a globally integrated enterprise that targets the intersection of 3D technology and effective business. The Company specializes in the design, development, production, sale and marketing of “auto stereoscopic 3D” technology, or Auto 3D products, services and solutions. The products we market are based on "auto stereoscopic 3D" technology, or Auto 3D, which means that viewers are not required to wear 3D glasses in order to experience the 3D effects of the screen, and instant switching between two dimensional, or 2D, and 3D viewing is enabled.  We believe that this gives us a competitive advantage over other suppliers of 3D products requiring the use of a visor or glasses in order to experience a 3D effect.

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

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

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

In June 2013, the Company with its strategic partners has entered into a memorandum of understanding and has formed a joint venture, 3D Science & Cultural Products International Exchange Center in Tianjin, China that will enable the vendors from different countries around the world to showcase 3D technology and promote the sale and marketing of international 3D products. Effective April 1, 2014, the Company disposed of its entire equity interests in 3D Science & Cultural Products International Exchange Center.

At June 30, 2014, L3D has the following wholly owned subsidiaries: Living 3D (Hong Kong) Limited, 3D Capital Holdings Inc, Columbia College Hollywood International Limited and Living 3D Technology Group Limited. L3D and its subsidiaries are collectively referred to as L3D or the Company. 

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

XML

Consolidated Balance Sheets (Parenthetical) (USD $)	Jun. 30, 2014	Dec. 31, 2013
Statement of Financial Position
Common Stock, par or stated value	$ 0.001	$ 0.001
Common Stock, shares authorized	90,000,000	90,000,000
Common Stock, shares issued	69,703,480	69,703,480
Common Stock, shares outstanding	69,703,480	69,703,480
Preferred Stock, par or stated value	$ 0.001	$ 0.001
Preferred Stock, shares authorized	10,000,000	10,000,000
Preferred Stock, shares issued
Preferred Stock, shares outstanding

XML

Note 1 - Description of Business and Organization (Details)	6 Months Ended	1 Months Ended
	Jun. 30, 2014	Dec. 31, 2011 Common stock
Date of Incorporation	Jun. 23, 2008
Business Acquisition, Name of Acquired Entity	L3D
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Shares Issued		62,590,880
Business Acquisition, Effective Date of Acquisition	Dec. 08, 2011

XML

Document and Entity Information	6 Months Ended
	Jun. 30, 2014	Aug. 14, 2014
Document and Entity Information
Entity Registrant Name	Living 3D Holdings, Inc.
Document Type	10-Q
Document Period End Date	Jun. 30, 2014
Amendment Flag	false
Entity Central Index Key	0000093205
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		69,703,480
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q2
Date of Incorporation	Jun. 23, 2008

XML

Note 3 - Going Concern (Details) (USD $)	Jun. 30, 2014	Dec. 31, 2013
Details
Working capital (deficit)	$ (1,248,036)
Accumulated deficit	$ (1,548,136)	$ (1,357,727)

XML

Consolidated Statements of Operations (Unaudited) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Income Statement
Revenue	$ 6,251		$ 8,512	$ 6,104
Cost of Revenue	5,642		7,898	5,548
Gross Profit	609		614	556
Operating Expenses
General and administrative expenses	145,918	125,457	337,906	235,524
Gain on disposal of joint venture	(126,848)		(126,848)
Total Operating Expenses	19,070	125,457	211,058	235,524
Loss from Operations	(18,461)	(125,457)	(210,444)	(234,968)
Other Income (Expenses)
Interest expenses	(5,482)		(15,423)
Other income (expenses)	(8)	32	23	(62)
Total Other Income (Expenses)	(5,490)	32	(15,400)	(62)
Net Loss	(23,951)	(125,425)	(225,844)	(235,030)
Less: Net loss attributable to non-controlling interest			(35,435)
Net Loss Attributable to Living 3D Holdings, Inc.	(23,951)	(125,425)	(190,409)	(235,030)
Comprehensive Loss
Net loss	(23,951)	(125,425)	(225,844)	(235,030)
Foreign currency translation gain			1,592
Total Comprehensive Loss	(23,951)	(125,425)	(224,252)	(235,030)
Comprehensive loss attributable to non-controlling interest			(34,560)
Comprehensive loss attributable to Living 3D Holdings, Inc.	$ (23,951)	$ (125,425)	$ (189,692)	$ (235,030)
Basic and Diluted Loss per Common Share	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Weighted Average Common Shares; Basic and Diluted	69,703,480	69,703,480	69,703,480	69,703,480

XML

Note 6 - Non-controlling Interest

6 Months Ended

Jun. 30, 2014

Notes

Note 6 - Non-controlling Interest

NOTE 6 – NON-CONTROLLING INTEREST

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

The total capital of 3D Science & Cultural Products International Exchange Center will be RMB 10,000,000 (approximately $1.6 million). L3D-HK and China 3D have each committed to contribute RMB 4,500,000 (approximately $0.7 million) of such amount and each will own 45% of the joint venture. L3D-HK and China 3D are to make their respective capital contributions as follows: RMB 1,500,000 (approximately $0.24 million) on or before July 31, 2013; RMB 1,500,000 (approximately $0.24 million) on or before December 31, 2013; RMB 1,500,000 (approximately $0.24 million) on or before May 31, 2014. Tianjin 3D will contribute certain assets valued at RMB 1,000,000 (approximately $0.2 million) forits equity interest of 10% in the joint venture.

Both L3D-HK and China 3D made its first capital contribution of RMB 1,500,000 (approximately $0.24 million) in August 2013. No additional contribution from L3D-HK and China 3D has been made as of the report date. In September 2013, 3D Science & Cultural Products International Exchange Center obtained its business license from the Administration of Industry and Commerce.

Tianjin 3D has made its contribution on January 6, 2014 in the form of a customer list. Since the customer list was internally generated by Tianjin 3D with no historical carrying amounts recorded, the Company did not record a value for the contribution.

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

In June 2014, L3D-HK entered into an agreement to dispose of its entire equity interest in 3D Science & Cultural Products International Exchange Center to Excellent Plus Group Limited, an independent third party, effective on April 1, 2014, see Note 7.

XML

Note 5 - Related Party Transactions

6 Months Ended

Jun. 30, 2014

Notes

Note 5 - Related Party Transactions

NOTE 5 – RELATED PARTY TRANSACTIONS

The related parties consist of the following:

Jimmy Kent-Lam Wong, the Company’s CEO, a director and principal shareholder Kingdom Industry Group Inc., Jimmy Kent-Lam Wong is one of the two directors and owns 60% equity interest China 3D Industrial Park Company Limited (“China 3D”), Jimmy Kent-Lam Wong is one of two directors of China 3D and owns 50% equity interest through his affiliates in China 3D. Chang Li, the Company's Chief Technology Officer and a director, is the second director of China 3D.

Due from Related Party

Due from related party consists of the following:

	June 30, 2014	December 31, 2013
Jimmy Kent-Lam Wong	6,544	6,544
Total	$6,544	$6,544

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

Due to Related Parties

Due to related parties consists of the following:

	June 30,2014	December 31,2013
Kingdom Industry Group Inc.	$85,000	$35,000
China 3D	-	85,056
Total	$85,000	$120,056

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

Loan from Related Party

By the agreements dated August 28, 2013 and November 29, 2013, the Company obtained loans of $250,000 and $300,000, respectively, from Kingdom Industry Group Inc. The loans are unsecured, bearing interest of 7.33% per annum and are to be repayable within two years from the respective dates of the loan agreements. In connection with the disposal of 3D Science & Cultural Products International Exchange Center, the directors of Kingdom Industry Group, Inc. had elected to relinquish all their claims on the loan of $250,000 together with any accrued interests thereon (also see Note 7). The directors of Kingdom Industry Group Inc. confirmed that they would not have any claim whatsoever on the said loan.

XML

Note 6 - Non-controlling Interest (Details)	6 Months Ended	1 Months Ended			6 Months Ended		1 Months Ended	6 Months Ended
	Jun. 30, 2014 3D Science & Cultural Products International Exchange Center Joint Venture USD ($)	Aug. 31, 2013 3D Science & Cultural Products International Exchange Center Joint Venture Parent Company USD ($)	Jun. 30, 2014 3D Science & Cultural Products International Exchange Center Joint Venture Parent Company	Jun. 30, 2014 3D Science & Cultural Products International Exchange Center Joint Venture China 3D	Jun. 30, 2014 3D Science & Cultural Products International Exchange Center Joint Venture Tianjin 3D USD ($)	Jun. 30, 2014 3D Science & Cultural Products International Exchange Center Joint Venture China, Yuan Renminbi CNY	Aug. 31, 2013 3D Science & Cultural Products International Exchange Center Joint Venture China, Yuan Renminbi Parent Company CNY	Jun. 30, 2014 3D Science & Cultural Products International Exchange Center Joint Venture China, Yuan Renminbi Tianjin 3D CNY	Jun. 30, 2014 Jimmy Kent-Lam Wong China 3D	Jun. 30, 2014 Chang Li China 3D
Joint Venture Capital Required	$ 1,600,000					10,000,000
Joint Venture Capital Committed By Each Party	700,000				200,000	4,500,000		1,000,000
Noncontrolling Interest, Ownership Percentage by Parent			45.00%
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners				45.00%	10.00%
Joint Venture Capital Payment Schedule Description	L3D-HK and China 3D are to make their respective capital contributions as follows: RMB 1,500,000 (approximately $0.24 million) on or before July 31, 2013; RMB 1,500,000 (approximately $0.24 million) on or before December 31, 2013; RMB 1,500,000 (approximately $0.24 million) on or before May 31, 2014
Payments to Acquire Interest in Joint Venture		$ 240,000					1,500,000
Equity Method Investment, Ownership Percentage									50.00%	50.00%

XML

Note 4 - Property and Equipment and Construction in Progress: Property and Equipment (Details) (USD $)	Jun. 30, 2014	Dec. 31, 2013
Property, Plant and Equipment, Gross	$ 0	$ 149,377
Less: Accumulated depreciation	0	(4,799)
Net	0	144,578
Construction in progress	0	335,494
Property and equipment, net	0	480,072
Building Improvements
Property, Plant and Equipment, Gross	0	16,594
Software and Software Development Costs
Property, Plant and Equipment, Gross	0	3,883
Furniture and Fixtures
Property, Plant and Equipment, Gross	0	27,324
Machinery and Equipment
Property, Plant and Equipment, Gross	0	67,898
Vehicles
Property, Plant and Equipment, Gross	$ 0	$ 33,678

XML

Note 4 - Property and Equipment and Construction in Progress: Property and Equipment (Tables)

6 Months Ended

Jun. 30, 2014

Tables/Schedules

Property and Equipment

	June 30, 2014	December 31, 2013
Building improvement	$-	$16,594
Computer software	-	3,883
Furniture	-	27,324
Machinery and equipment	-	67,898
Motor vehicles	-	33,678
	-	149,377
Less: Accumulated depreciation	-	(4,799)
Net	-	144,578
Construction in progress	-	335,494
	$-	$480,072

XML

Note 7 - Disposal of Joint Venture

6 Months Ended

Jun. 30, 2014

Notes

Note 7 - Disposal of Joint Venture

NOTE 7 – DISPOSAL OF JOINT VENTURE

By a Sale and Purchase Agreement dated June 26, 2014, L3D-HK sold its 45% equity interest in 3D Science & Cultural Products International Exchange Center to Excellent Plus Group Limited, an independent third party for a consideration of $250,000. The decision was made because the management did not have sufficient experience at managing a joint venture. The consideration of $250,000 was satisfied through the forgiveness of debt of the same amount due to Kingdom Industry Group Inc. The Agreement provided that the sale and purchase of the 45% equity interest would be effective as of April 1, 2014. The disposition resulted in a gain of $126,848, which was reported as “gain on disposal of joint venture” included in operating expense for the period ended June 30, 2014.

The Company determined that disposal of joint venture did not constitute a discontinued operation, as the Company anticipated that it will generate significant continuing cash flows from the customers of the disposed joint venture.

XML

Note 2 - Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2014

Policies

A. Basis of Presentation

A. BASIS OF PRESENTATION

The consolidated financial statements are prepared in accordance with generally accepted accounting principles used in the United States of America. The accompanying unaudited interim financial statements of Living 3D Holdings, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s latest Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results of operations for the interim periods presented have been reflected herein. The results of operations for such interim periods are not necessarily indicative of operations for a full year. Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year, 2013, as reported in Form 10-K, have been omitted.

B. Recently Issued Accounting Pronouncements

B. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In April 2014, the FASB issued ASU 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”. The amendments in the ASU change the criteria for reporting discontinued operations while enhancing disclosures in this area. It also addresses sources of confusion and inconsistent application related to financial reporting of discontinued operations guidance in U.S. GAAP. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. In addition, the new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. The amendments in the ASU are effective in the first quarter of 2015 for public organizations with calendar year ends. Early adoption is permitted. The Company does not expect the adoption to have a significant impact on its consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, “Revenue from contracts with Customers (Topic 606)”. This ASU affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of non-financial assets. This ASU will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance. The ASU also supersedes some cost guidance included in Subtopic 605-35, Revenue Recognition-Construction-Type and Production-Type Contracts. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchanged for those goods or services. The standard is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.

In June 2014, the FASB issued ASU 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements”. The amendments in this Update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, thereby improving financial reporting by eliminating the cost and complexity associated with providing that information. In the quarter ended June 30, 2014, the Company has elected to early adopt this ASU by removing the inception to date information and all references to development stage.

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.

XML

Note 5 - Related Party Transactions: Due From/To Related Party (Tables)

6 Months Ended

Jun. 30, 2014

Tables/Schedules

Due From/To Related Party

Due from Related Party

Due from related party consists of the following:

	June 30, 2014	December 31, 2013
Jimmy Kent-Lam Wong	6,544	6,544
Total	$6,544	$6,544

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

Due to Related Parties

Due to related parties consists of the following:

	June 30,2014	December 31,2013
Kingdom Industry Group Inc.	$85,000	$35,000
China 3D	-	85,056
Total	$85,000	$120,056

XML

Note 5 - Related Party Transactions (Details) (USD $)	Jun. 30, 2014 Kingdom Industry Group Inc Commercial Loan	Aug. 28, 2013 Kingdom Industry Group Inc Commercial Loan	Nov. 29, 2013 Kingdom Industry Group Inc Commercial Loan 2	Jun. 30, 2014 China 3D Jimmy Kent-Lam Wong
Equity Method Investment, Ownership Percentage				50.00%
Debt Instrument, Face Amount		$ 250,000	$ 300,000
Debt Instrument, Interest Rate, Stated Percentage	7.33%

XML

Consolidated Statements of Changes in Shareholders' Equity (Deficit) (USD $)	Common stock	Additional paid-in capital	Accumulated other comprehensive income	Accumulated deficit	Total Living 3D Holdings, Inc. shareholders' equity (deficit)	Non-controlling interests	Total
Shareholders' Equity beginning of period, Value at Dec. 31, 2013	$ 69,704	$ (69,604)	$ 809	$ (1,357,727)	$ (1,356,818)	$ 142,896	$ (1,213,922)
Shareholders' Equity beginning of period, Shares at Dec. 31, 2013	69,703,480
Net loss				(190,409)	(190,409)	(35,435)	(225,844)
Foreign currency translation gain			716		716	876	1,592
Disposal of joint venture			(1,525)		(1,525)	(108,337)	(109,862)
Shareholders' Equity end of period, Value at Jun. 30, 2014	$ 69,704	$ (69,604)		$ (1,548,136)	$ (1,548,036)		$ (1,548,036)
Shareholders' Equity end of period, Shares at Jun. 30, 2014	69,703,480

XML

Note 4 - Property and Equipment and Construction in Progress

6 Months Ended

Jun. 30, 2014

Notes

Note 4 - Property and Equipment and Construction in Progress

NOTE 4 – PROPERTY AND EQUIPMENT AND CONSTRUCTION IN PROGRESS  

Property and equipment consist of the following:

	June 30, 2014	December 31, 2013
Building improvement	$-	$16,594
Computer software	-	3,883
Furniture	-	27,324
Machinery and equipment	-	67,898
Motor vehicles	-	33,678
	-	149,377
Less: Accumulated depreciation	-	(4,799)
Net	-	144,578
Construction in progress	-	335,494
	$-	$480,072

The depreciation expense for the period ended June 30, 2014 and 2013 was $6,436 and $(-0-) respectively.

XML

Note 4 - Property and Equipment and Construction in Progress (Details) (USD $)	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Details
Depreciation expenses	$ 6,436	$ 0