UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
 
X
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2012
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from                      to                     
 
Commission File Number:  000-53643
 
Living 3D Holdings, Inc.
(Exact name of registrant as specified in its charter)
 
Nevada
86-87-0451230
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)

25 Camelia Avenue
San Francisco, California 94112
(Address of principal executive offices)
(415) 203-4491
(Registrant’s telephone number, including area code)
________________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.ý Yes¨ No
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).¨ Yes ý No
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “a smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer ¨                                                                                                Accelerated filer ¨
Non-accelerated filer ¨  (Do not check if a smaller reporting company)                                                                                                                     Smaller reporting company ý
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
¨Yes   ý No
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
Class
 
Outstanding at August 1, 2012
Common Stock, no par value
 
69,703,480
 
 
 
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EXPLANATORY NOTE
 
Living 3D Holdings, Inc., (the “Company”) is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q for the period ended June 30, 2012, as filed with the Securities and Exchange Commission on August 14, 2012, for the sole purpose of furnishing Exhibit 101 to the Form 10-Q which contains the XBRL (eXtensible Business Reporting Language) Interactive Data File for the financial statements and notes included in Part 1, Item 1 of the Form 10-Q.  As permitted by rule 405(a)(2)(ii) of Regulation S-T, Exhibit 101 was required to be furnished by amendment within 30 days of the original filing date of the Form 10-Q. Exhibit 101 consists of the following materials from the Company’s Form 10-Q, formatted in XBRL:
 
101.INS  XBRL Instance Document
 
101.SCH  XBRL Taxonomy Extention Schema
 
101.CAL  XBRL Taxonomy Extension Calculation Linkbase
 
101.DEF  XBRL Taxonomy Extension Definition Linkbase
 
101.LAB  XBRL Taxonomy Extension Label Linkbase
 
101.PRE  XBRL Taxonomy Extension Presentation Linkbase
 
No changes have been made to the Form 10-Q other than the furnishing of Exhibit 101 described above.  This amendment does not reflect subsequent events occurring after the original filing date of the Form 10-Q or modify or update in any way the disclosures made in the Form 10-Q.
 
Pursuant to Rule 406T of Regulation S-T, the Interactive Data file on Exhibit 101 hereto is deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Act of 1934, as amended, and otherwise is not subject to liability under those sections.
 
Item 6.                                Exhibits.
 
(c)
Exhibits.

31.1*
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32*
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101**
Interactive Data File
*   Previously filed or furnished as an exhibit to the Company’s Quarterly Report Form 10-Q for the quarter ended June 30, 2012.
** Furnished with this Form 10-Q/A.

 

 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
Living 3D Holdings, Inc.
   
   
   
 
 
Date:  September 11, 2012
 
 
/s/ Wong Jimmy Kent-Lam                                                                                     
Name:  Wong Jimmy Kent-Lam
Title: Chief Executive Officer and Chairman of the Board of Directors
   
 
 
Date:  September 11, 2012
 
 
/s/ Kin Wah Ngai                                                                           
Name:  Kin Wah Ngai
Title: Chief Financial Officer and Director
   


 
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Index to Exhibits

31.1*
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32*
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101**
Interactive Data File
*   Previously filed or furnished as an exhibit to the Company’s Quarterly Report Form 10-Q for the quarter ended June 30, 2012.

 ** Furnished with this Form 10-Q/A.

 
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