Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


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

For the quarterly period ended June 30, 2014


¨	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: 000-50196

LIVINGVENTURES, INC.

(Exact name of registrant as specified in its charter)

Florida

(State or other jurisdiction of

Incorporation or Organization)

90-0866368

(I.R.S. Employer

Identification No.)

9681 Gladiolus Drive

Suite 211

Fort Myers, FL 33908

(Address of principal executive offices)

33908

(Zip Code)

(239) 437-0022

(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 to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes þ 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 þ No ¨ (Not required)

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


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

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

Indicated the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 63,645,330 shares of common stock are issued and outstanding as of August 14, 2014.

TABLE OF CONTENTS


		Page No.

	PART I. - FINANCIAL INFORMATION

Item 1.	Financial Statements.	1
	Consolidated Balance Sheets as of June 30, 2014 (Unaudited) And December 31, 2013.	1
	Consolidated Statements of Operations For The Three and Six Months Ended June 30, 2014 and 2013 (Unaudited).	2
	Consolidated Statement of Stockholders’ Equity For 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).	6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	22
Item 4.	Controls and Procedures.	22

	PART II - OTHER INFORMATION

Item 1.	Legal Proceedings.	23
Item 1A.	Risk Factors.	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	23
Item 3.	Defaults Upon Senior Securities.	23
Item 4.	Mine Safety Disclosures.	23
Item 5.	Other Information.	23
Item 6.	Exhibits.	23

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Certain statements in this report contain or may contain forward-looking statements. These statements, identified by words such as “plan”, “anticipate”, “believe”, “estimate”, “should,” “expect” and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward - looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Readers should carefully review this quarterly report in its entirety, including but not limited to our financial statements and the notes thereto and the risks described in our Annual Report on Form 10-K and its amendment on Form 10-K/A for the year ended December 31, 2012 appearing under Part I., Item 1. Description of Business - Risk Factors. We advise you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission (the “SEC”), particularly our quarterly reports on Form 10-Q and our current reports on Form 8-K. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.

OTHER PERTINENT INFORMATION

Unless otherwise specifically stated, all reference to “us,” “our,” “we,” or the “Company” are to LivingVentures, Inc., a Florida corporation, and our subsidiaries CommerCenters LLC (“CC”), a Florida limited liability company; LivingVentures Management, LLC (“LVM”), a Florida limited liability company;LivingVentures Development, LLC (“LVD”) a Florida limited liability company; CommerCenters EB5 Regional Center Investments, LLC (“CCEB”), a Florida limited liability company; 2040177 Ontario Limited (“ICMS-Canada”), an Ontario corporation; International Care Management Services Ltd. (“ICMS-US”), a Washington corporation; and GGI (Asia) Limited, a company formed under the laws of Hong Kong.

PART 1 - FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS.

LIVINGVENTURES, INC. AND SUBSIDIARIES

(Formerly known as Green Global Investments, Inc. and Subsidiaries)

CONSOLIDATED BALANCE SHEETS
(Unaudited)


	As of June 30, 2014			As of December 31, 2013

ASSETS

Current Assets
Cash	$	14,485		$	124,442
Accounts Receivable		32,412			20,025
Deferred Charges		3,424			19,263
Deposits and Other Assets		—			17,026
Total Current Assets		50,321			180,756

Other Asset
Bank in Trust		57,832			19,623

Fixed Assets, net		2,464			4,540
Goodwill		1,685,931			1,685,931

Total Assets	$	1,796,548		$	1,890,850

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts Payable and Accrued Expenses	$	911,861		$	650,994
Lines of Credit		—			165,865
Notes Payable		409,187			306,854
Notes Payable - Related Parties		190,000			535,827
Shareholders' Advance		62,051			130,278
Amount Due to Affiliates		242,786			242,786
Total Current Liabilities		1,815,885			2,032,604

Other Liabilities
Note Payable		—			582,560
Note Payable – Related Party		264,719			250,000
Trust Fund Held		57,832			19,623
Total Liabilities		2,138,436			2,884,787

Stockholders' Deficit
Preferred Stock, $0.001 par value; 1,000,000 shares authorized, 111,673 shares issued as of June 30, 2014 and none as of December, 31, 2013		112			—
Common Stock, $0.001 par value; 100,000,000 shares authorized, 63,645,330 shares issued as of June 30, 2014 and December 31, 2013, respectively		63,645			63,645
Additional Paid-in Capital		4,734,363			3,617,747
Accumulated Deficit		(5,049,070	)		(4,613,874	)
Total Company's Stockholders' Deficit		(250,950	)		(932,482	)
Non-controlling Interests		(90,938	)		(61,455	)
Total Stockholders' Deficit		(341,888	)		(993,937	)

Total Liabilities and Stockholders' Deficit	$	1,796,548		$	1,890,850

See accompanying notes to financial statements.

LIVINGVENTURES, INC. AND SUBSIDIARIES

(Formerly known as Green Global Investments, Inc. and Subsidiaries)

CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)


	For the three months ended June 30,						For the six months ended June 30,
	2014			2013			2014			2013

Revenue	$	477,842		$	154,089		$	739,857		$	348,958

Cost of Revenue		(36,508	)		(33,561	)		(66,266	)		33,561

Gross Profit		441,334			120,528			673,591			315,397

Operating Expenses
Professional Fees		36,946			70,313			105,096			150,124
Salary Expense		311,361			363,152			642,076			696,283
General and Administrative		157,728			155,321			350,620			391,922
Total Operating Expenses		506,035			588,786			1,097,792			1,238,329

Loss from Operations		(64,701	)		(468,258	)		(424,201	)		(922,932	)

Interest Expense		(20,164	)		(36,719	)		(40,478	)		(44,215	)

Net Loss before Provision for Income Taxes		(84,865	)		(504,977	)		(464,679	)		(967,147	)
Provision for Income Taxes		—			3,055			—			—

Net Loss		(84,865	)		(501,922	)		(464,679	)		(967,147	)
Net Loss, Attributable to Non-controlling Interests		12,115			5,919			29,483			40,379

Net Loss after Taxes and Non-controlling Interests	$	(72,750	)	$	(496,003	)	$	(435,196	)	$	(926,768	)

Net Loss Per Share - Basic and Diluted	$	(0.00)		$	(0.01	)		(0.01)			(0.02	)

Weighted Average Number of Shares Outstanding
During the Period - Basic and Diluted		63,645,330			60,652,099			63,645,330			60,350,451

See accompanying notes to financial statements.

LIVINGVENTURES, INC. AND SUBSIDIARIES

(Formerly known as Green Global Investments, Inc. and Subsidiaries)

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT


	Preferred Stock				Common stock
	$0.001				$0.001									Company's
	Par Value				Par Value				Additional					Stockholders			Non-			Total
	Number of				Number of				Paid-in		Accumulated			Equity /			Controlling			Stockholders
	shares		Amount		shares		Amount		Capital		Deficit			(Deficiency)			Interests			Deficit

Balance, December 31, 2013		—	$	—		63,645,330	$	63,645	$	3,617,747	$	(4,613,874	)	$	(932,482	)	$	(61,455	)	$	(993,937	)

Preferred Stock Issued		111,673		112		—		—		1,116,616		—			1,116,728			—			1,116,728
Net Loss for the Period Ended June 30, 2014		—		—		—		—		—		(435,196	)		(435,196	)		(29,483	)		(464,679	)

Balance, June 30, 2014		111,673	$	112		63,645,330	$	63,645	$	4,734,363	$	(5,049,070	)	$	(250,950	)	$	(90,938	)	$	(341,888	)

See accompanying notes to financial statements.

LIVINGVENTURES, INC. AND SUBSIDIARIES

(Formerly known as Green Global Investments, Inc. and Subsidiaries)

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)


	For the six months ended June 30,

	2014			2013
Cash Flows from Operating Activities :
Net Loss	$	(464,679	)	$	(967,147	)
Adjustments to Reconcile Net Loss to Net Cash Provided by (Used in) Operations :
Depreciation and Amortization		2,076			3,677
Change in Operating Assets and Liabilities:
(Increase) Decrease in Accounts Receivable		(12,387	)		(13,427	)
Decrease in Deferred Charges		15,839			46,785
Decrease in Deposits and Other Assets		17,026			103,839
Increase in Accounts Payable and Accrued Expenses		324,208			106,594
Net Cash Used in Operating Activities		(117,917	)		(719,679	)

Cash Flows from Investing Activities :
Purchase of Fixed Assets		—			(4,950	)
Net Cash Provided (Used) in Investing Activities		—			—

Cash Flows from Financing Activities :
					—
(Repayment) of Notes Payable		(63,532)			(59,029	)
Proceeds of Notes Payable-Related Parties		89,719			265,000
(Repayment) of Shareholders' Advances		(18,227)			(8,473	)
Proceeds from Issuance of Common Stock		—			368,082
Net Cash Provided by Financing Activities		7,960			565,580

Net Decrease in Cash		(109,957	)		(159,049	)

Cash at Beginning of Year		124,442			170,744
Cash at End of Period	$	14,485		$	11,695

(Continued)

See accompanying notes to financial statements.

LIVINGVENTURES, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS GREEN GLOBAL INVESTMENTS, INC.)

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

Supplemental Disclosure of Cash Flows:

Interest and Taxes:

The Company paid interest of $12,612 and $15,845 during the six months ended June 30, 2014 and 2013, respectively. The Company did not pay any taxes for the six months ended June 30, 2014 and it paid $13,660 of taxes during the six months ended June 30, 2013.

Non-Cash Financing Activity:

Notes payable totaling $1,116,728 comprised of principal of $1,053,387 and accrued interest of $63,341 were converted to preferred stock during the six months ended June 30, 2014.

See accompanying notes to financial statements.

LIVINGVENTURES, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS GREEN GLOBAL INVESTMENTS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A)

Organization

LivingVentures, Inc. ("LV"), formerly known as Green Global Investments (“GGI”), was incorporated under the laws of the State of Florida on December 17, 1999. LV was originally organized to provide business services and financing to emerging growth entities involved in energy projects, and later redirected its business focus to market and to distribute energy-efficient products in China.

GGI (Asia) Limited (“GGIA”), formerly a wholly owned subsidiary of LV, formerly known as C B Resources Limited (“CBRL”), was incorporated on July 6, 2010 under the laws of Hong Kong, China. The company was organized to build critical strategic relationships in the Asian capital markets, which will, in turn, provide funding for future investment projects to be undertaken by the Company. Management de-registered GGIA in December 2013.

CommerCenters, LLC (“CC”) was incorporated under the laws of the State of Florida on September 6, 2007. CC was a fully integrated, real estate investment and development firm, headquartered in Orlando, Florida, with clients and joint venture partners in properties located principally in Central Florida. CC was a wholly owned subsidiary of LV. The Company sold this entity on July 11, 2013 as more fully explained in NOTE 5 to the financial statements.

CommerCenters EB5 Regional Center Investments, LLC (“CCEB”), d/b/a Orlando EB5 Investments, is a Florida Limited Liability Company formed in 2009 as a 50%-owned subsidiary of CC. Orlando EB5 Investments was formed with the purpose of operating as a Regional Center through the United States Citizenship and Immigration Service’s EB5 program. The EB5 program was established to act as an incentive for foreign investors to invest in business opportunities in the U.S.A. by granting the foreign investor a conditional visa upon investment, and a permanent visa if the underlying investment results in the creation of ten jobs within the U.S.A. The Company is no longer involved in CCEB as it sold its interest on July 11, 2013 as more fully explained in NOTE 5 to the financial statements.

LivingVentures Management, LLC (“LVM”), a wholly owned subsidiary of LV, was formed on March 22, 2012 as a Florida limited company. The company was formed for the carrying out of the operations of property and facility management. The initial phase of operations was implemented through collaborating with other business partners, until the acquisitions of ICMS Canada and US were completed.

LivingVentures Development, LLC (“LVD”), a wholly owned subsidiary of CC, was formed on June 29, 2012, as a Florida limited company. It is involved in the development of assisted living and other real estate projects.

2040177 Ontario Limited (“ICMS-Canada”), a 90% owned subsidiary of LV, was formed on January 30, 2004 as an Ontario corporation in Canada. The company was formed for the carrying out of the operations of property and facility management under the trade name of “International Care Management Services” (“ICMS”) and was acquired on September 12, 2012.

International Care Management Services Ltd. (“ICMS-US”), a 90% owned subsidiary of LV, was incorporated under the laws of the State of Washington on September 5, 2002. This company was acquired on September 12, 2012 and continued its operations under the trade name of “LivingVentures Management.”

LV and all of its current and former subsidiaries, GGIA, CC, CCEB, LVM, LVD, ICMS-Canada, and ICMS-US, are hereafter referred to as the “Company”.

(B)

Interim Unaudited Financial Statements

The consolidated balance sheets of Living Ventures, Inc. and subsidiaries (the “Company”) as of June 30, 2014, and the consolidated statements of operations and cash flows for the six months ended June 30, 2014 and 2013, and the consolidated statement of stockholders’ equity for the six months ended June 30, 2014, have not been audited. However, in the opinion of management, such information includes all adjustments (consisting only of normal recurring adjustments) which are necessary to properly reflect the financial position of the Company as of June 30, 2014, and the results of its operations and cash flows for the six months then ended, and its changes in stockholders’ equity for the six months ended June 30, 2014.

LIVINGVENTURES, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS GREEN GLOBAL INVESTMENTS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, although management believes that the disclosures are adequate to make the information presented not misleading and in conformity with the rules of the Securities and Exchange Commission. Interim period results are not necessarily indicative of the results to be achieved for an entire year. These financial statements should be read in conjunction with the financial statements and notes to financial statements included in the Company’s financial statements as filed on Form 10-K for the year ended December 31, 2013.

(C)

Basis of Presentation

The accompanying audited consolidated financial statements include the accounts of LV, GGIA, CC, CCEB, LVM, LVD, ICMS-Canada, and ICMS-US. For the periods presented, GGIA did not have any business transactions recorded. All significant intercompany accounts and transactions have been eliminated.

(D)

Use of Estimates

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates.

(E)

Cash and Cash Equivalents

For purposes of the cash flow statements, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents.

(F)

Bank in Trust and Trust Funds Held

Cash funds held and controlled on behalf of customers/owners of certain facilities managed by the Company are classified as both an asset (Bank in Trust) and liability (Trust Funds Held) in the accompanying consolidated balance sheets.

(G)

Accounts Receivable

The Company extends unsecured credit to its customers in the ordinary course of business but mitigates the associated credit risk by actively pursuing past due accounts. There was no allowance for doubtful accounts provided as of June 30, 2014 and December 31, 2013.

(H)

Long-Lived Assets

In accordance with the ASC 360-10, “Property, Plant, And Equipment” , the Company reviews long-lived assets for

impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If the Company determines that the sum of the undiscounted cash flows expected from the asset’s use and eventual disposal is less than the carrying amount of the asset, an impairment charge is recorded to the extent that the carrying amount exceeds the asset’s fair value. The Company did not experience any impairment losses on its long-lived assets during the six months ended June 30, 2014 and 2013.

(I)

Goodwill

Goodwill represents the excess of the cost of an acquired entity over the fair value of the acquired net assets. In accordance with ASC 350-20, “Intangibles - Goodwill and Other”, goodwill is not amortized, but is evaluated annually or when indicators of a potential impairment are present. The annual evaluation for impairment of goodwill is based on valuation models that incorporate assumptions and internal projections of expected future cash flows and operating plans. The Company determined that no impairment of goodwill was incurred for the six months ended June 30, 2014 and 2013.

LIVINGVENTURES, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS GREEN GLOBAL INVESTMENTS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(J)

Concentrations of Credit Risk

Financial instruments, which potentially subject the Company to concentration of credit risk, consist principally of cash and trade receivables. The Company places its cash with high credit quality institutions. At times such amounts may be in excess of the FDIC insurance limits. The Company has not experienced any losses in such account and believes that it is not exposed to any significant credit risk on the account. With respect to the trade receivables, the Company performs ongoing credit evaluations of its customers’ financial condition and maintains allowances for potential credit losses. Actual losses and allowances, if any, have historically been within management’s expectations.

(K)

Earnings (Loss) per Share

Basic and diluted net earnings per common share is computed based upon the weighted average common shares outstanding as defined by FASB ASC Topic 260 "Earnings per Share." As of June 30, 2014 and 2013, those securities that were common stock equivalents were not considered in computing basic and diluted earnings per share because of their antidilutive effect.

(L)

Income Taxes

The Company accounts for income taxes under FASB ASC Topic 740 “Income Taxes”. Under Topic 740, 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. Under Topic 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

(M)

Property and Equipment

The Company values its property and equipment at cost and depreciates these assets using the straight-line method over their expected useful lives ranging from three to seven years.

(N)

Business Segments

The Company has determined that it has two reporting segments for management purposes. One segment is property and facility management and services; the second is real estate investment and development.

(O)

Revenue Recognition

The Company recognized revenue on arrangements in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” and No. 104, “Revenue Recognition". In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.

(P)

Recent Accounting Pronouncements

No recent accounting pronouncements that affect the Company were issued. The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company.

(Q)

Financial Statement Reclassifications

Certain items in the Company’s 2013 financial statements have been reclassified to conform to the Company’s 2014 financial statement presentation format. The reclassifications did not have a material effect on the financial statements.

LIVINGVENTURES, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS GREEN GLOBAL INVESTMENTS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2.

ACQUISITIONS

On March 5, 2012, LV entered into and closed a Membership Interest and Share Exchange Agreement (the “Agreement”) with CC, pursuant to which, the Company acquired 100% of the outstanding units of CC from its members. Under the terms of the Agreement, the Company paid the selling members of CC by issuing the members 24,580,000 of its common shares.

The fair value of the consideration transferred consisted of the following:


Fair value of 24,580,000 shares issued		$	307,250

In addition, 946,330 shares were issued to a board member as compensation for completing the transaction.

On July 11, 2013 the Company sold its interest in CC to related parties discussed in NOTE 6.

On September 12, 2012, LV entered into and closed the following two contracts with Mr. David B. Edwards, who was the owner of 100% of the issued and outstanding shares of all classes of stock of ICMS-Canada and ICMS-US:

Stock Exchange Agreement - under the terms and conditions of this agreement, GGI acquired 90% of the capital stock of ICMS-US from Mr. David Edwards. In exchange for the 90% capital stock of ICMS-US, LV issued 7,315,000 of its common shares to Mr. Edwards.

The fair value of the consideration transferred consisted of the following:


	Fair value of 7,315,000 shares issued		$	1,097,250

Stock Purchase Agreement - under the terms and conditions of this agreement, GGI acquired 1,100 of the total 1,223 shares of issued and outstanding voting common stock of ICMS-Canada from Mr. David Edwards for a cash purchase price of US$250,000.

The Company recorded the acquired tangible and identifiable intangible assets and liabilities assumed based on their estimated fair values. The excess of the consideration transferred over the aggregate fair values of the assets acquired and liabilities assumed is recorded as goodwill. The amount of goodwill recognized is primarily attributable to the operating synergies and business expansion expected to be realized through the acquisitions of CC, ICMS-Canada, ICMS-US and the business expertise of the acquired businesses. The fair value assigned to identifiable intangible assets acquired was based on estimates and assumptions made by the management.

LIVINGVENTURES, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS GREEN GLOBAL INVESTMENTS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The estimated fair values of the assets acquired and liabilities assumed in the three aforementioned acquisition transactions are as follows:


	CC Group			ICMS-Canada			ICMS-US			Total
Assets Acquired:
Cash	$	30,759		$	23,645		$	1,156		$	55,560
Accounts Receivable		51,314			42,976			624			94,914
Subscription Receivable		200,000			—			—			200,000
Other Current Assets		—			13,785			—			13,785
Deposits and Other Assets		192,970			217,799			1,060			411,829
Amount due from Affiliates		—			265,726			—			265,726
Furniture, Fixtures and Equipment, net		1,529			12,718			—			14,247
Total Assets Acquired	$	476,572		$	576,649		$	2,840		$	1,056,061

Liabilities Assumed:
Accounts Payable	$	(11,704	)	$	(514,217	)	$	(6,625	)	$	(532,546	)
Notes Payable		(344,474	)		—			(81,122	)		(425,596	)
Amount due to Affiliates		(253,869	)		—			(265,726	)		(519,595	)
Shareholder Advances		—			—			(65,450	)		(65,450	)
Total Liabilities Assumed		(610,047	)		(514,217	)		(418,923	)		(1,543,187	)
Non-Controlling Interest:		(48,983	)		(6,243	)		21,213			(34,013	)
Total Identifiable Liabilities		(182,458	)		56,189			(394,870	)		(521,139	)
Goodwill		489,708			193,811			1,492,120			2,175,639
Total Acquisition Price	$	307,250		$	250,000		$	1,097,250		$	1,654,500

The acquisitions allow LV to diversify its business from marketing and distributing energy-saving products in China into the acquisition, development and operation of senior housing communities in North America.

Management believes that the benefit derived from the acquisitions in the form of goodwill will be fully recoverable over the future periods of operations.

NOTE 3.

PROPERTY, PLANT AND EQUIPMENT

As of June 30, 2014 and December 31, 2013, property, plant, and equipment consisted of the following:


	2014		2013		Estimated Useful Life
Office Equipment	$	41,724	$	41,724	3-7 years
Less: Accumulated Depreciation		39,260		37,184
	$	2,464	$	4,540

Depreciation and amortization expense was $2,076 and $3,677 for the periods ended June 30, 2014 and 2013, respectively, and is included in General and Administrative expense in the accompanying Statements of Operations.

NOTE 4.

NOTES PAYABLE

The United Midwest Savings Bank promissory note bears interest at the rate of 6%, requires monthly payments of interest and principal of $961 and is due upon demand. The note is personally guaranteed by a principal of the Company. The outstanding balance owed as of June 30, 2014 and December 31, 2013 was $38,536 and $43,246 respectively.

The CNL Bank promissory note bears interest at the rate of 7.0%, requires monthly payments of interest and principal in the amount of $10,332 and is due January 21, 2015. The note is personally guaranteed by a principal of the Company as well as its former subsidiary, CCEB. On February 10, 2014 CNL Bank replaced the line of credit with a promissory note in the amount of $119,828. The outstanding balance owed under the promissory note as of June 30, 2014 was $70,637. The outstanding balance owed under the line of credit as of December 31, 2013 was $122,619.

LIVINGVENTURES, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS GREEN GLOBAL INVESTMENTS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As part of the terms in the sale of assets agreement discussed in NOTE 1 (B) above, LV agreed to issue a 3-year, unsecured note, in the amount of $582,560, payable to CCRE. The note bears an annual interest at a rate of 4%. Under the terms of the note, LV shall pay the accrued interest yearly and repay the principal of the note on June 15, 2015. On March 31, 2014 with an effective date of January 31, 2014 the entire principal amount of the note plus accrued interest was converted into 62,055 shares of preferred stock.

On March 3, 2011, Mancal Lifestyles Inc. (“Mancal”), an Alberta, Canada, corporation released its 15% shareholding in both ICMS-Canada and ICMS-US. As part of the change, each of ICMS-Canada and ICMS-US created an unsecured promissory note in the amount of $128,275 and $112,417, respectively. Both of the notes bear an annual interest rate of 7.5% and with a maturity date of July 31, 2014, payable to Mancal. The promissory notes were for the replacement of pre-existing loans owed to Mancal by ICMS-Canada and ICMS-US. The outstanding balance owed by ICMS-Canada as of June 30, 2014 and December 31, 2013 amounted to $13,313 and $29,429 respectively and that by ICMS-US $11,901 and $27,425 respectively.

On December 9, 2013, the Company issued an unsecured convertible note payable to Ironwood Investments, Inc. in the amount of $250,000. The note bears interest at 15% per annum, interest is payable quarterly, with the principal balance due December 9, 2014.

NOTE 5.

RELATED PARTY TRANSACTIONS

In September 2012, the Company issued unsecured notes payable to three of its principals for cash advances made to fund an acquisition and certain operating costs. The notes totaled $785,827, carried a per annum interest rate of 5%, and were due in one year. In March 2014 $250,000 of the note balance was transferred to a new note with a January 2017 maturity date. In November 2013 the Company issued an additional unsecured note payable to one of the three principals in the amount of $50,000, bearing interest at 10% and due November 2014. As of June 30, 2014, related party short-term and long-term notes payable totaled $190,000 and $264,719, respectively. As of December 31, 2013, related party short-term and long-term notes payable totaled $535,827 and $250,000, respectively.

The Company also has received non-interest bearing advances from time to time from its principals. Such advances were used for operating costs, such as payroll and benefits and amounted to $62,051 and $130,278 at June 30, 2014 and December 31, 2013, respectively.

On December 31, 2011, the Company divested its 80% interest in Realvest Development LLC through a transaction whereby its interest was transferred to a principal of the Company who had previously held such interest. As of June 30, 2014 and December 31, 2013 the company owed to this former subsidiary $242,786. Realvest Development, LLC and the principal (as guarantor) will remain obligated under a note of agreement with a bank that substantially provided this funding to the CC subsidiary.

On July 11, 2013, the Company closed a Purchase and Sale Agreement (the “Agreement”) with Richard A. Asta, the Company’s CEO, the Company’s Chairman of the Board and other shareholders of the Company along with third parties (the Buyers). The Buyers purchased one hundred percent (100%) of the Membership interests of the Company’s 100% subsidiary, CommerCenters, LLC and 100% of the membership interests of the Company’s 50% owned subsidiary, CommerCenters EB5 Regional Center Investments, LLC. Pursuant to the terms of the agreement the Company received cash of $59,260, a short term promissory note of $22,222 and accounts receivable of $18,518 and a pledge by the buyer to pay the Company $125,410 at a future date in consideration of the Company’s assumption of certain liabilities. The total amount of the aforementioned consideration price of $225,410 was received as of December 31, 2013.

The Company reported a loss in third quarter of 2013 from the sale of the above CommerCenters, LLC and CommerCenters EB5 Regional Center Investments LLC in the amount of $263,452. The loss includes $489,708 in Goodwill that was written off upon sale of said entities.

LIVINGVENTURES, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS GREEN GLOBAL INVESTMENTS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company was obligated pursuant to a Consulting Agreement with a company owned by its Chairman of the Board for a 12 month period ended November 1, 2013. In 2013 the Company paid the related entity $100,919 with a remaining amount owed of $43,081. After the expiration of the consultancy agreement, the related party continued providing the same services as outlined in said agreement for which the Company accrued $68,000. As of June 30, 2014 and December 31, 2013 the Company owed the related entity $188,082 and $111,081 respectively which is included in the accrued expenses liability category.

NOTE 6.

STOCKHOLDERS’ EQUITY

In March 2012 (and as later amended), the Board authorized a private placement offering of up to 24,000,000 shares at a price of $0.25 per share. Through December 31, 2012, the Company issued 2,200,000 shares under this offering. In 2013 the Company issued 3,724,000 shares under this offering and received $806,000.

In 2013 the Company issued 300,000 shares to its employees as stock compensation valued at $75,000.

Conversion of Debt to Equity:

On March 31, 2014, LV agreed with the related party holders of promissory notes with an aggregate amount of principal and interest outstanding of approximately $1,116,728 to convert the promissory notes into an aggregate of 111,673 shares of the Company’s newly created Series A Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”).

On March 31, 2014, the Company filed with the State of Florida an Amendment to the Company’s Articles of Incorporation, as amended, designating the preferences, rights and limitations of the Company’s newly created Series A Preferred Stock, authorized 1,000,000 shares, par value of $0.001.

The Series A Preferred Stock pays a 2% annual dividend and will have a liquidation preference of $10.00 per share. However, dividends shall be payable only if declared by the Board of Directors. Holders of the Series A Preferred Stock do not have voting rights. Each holder of the Series A Preferred Stock has the right to exercise a put option following March 31, 2019, pursuant to which such holder’s shares will be purchased at a purchase price equal to $10.00 per share, plus the accrued but unpaid 2% annual dividend. The Company has the right at any time to redeem such shares of Series A Preferred Stock at a purchase price equal to $10.00 per share, plus the accrued but unpaid 2% annual dividend.

With respect to the payment of dividends and amounts upon liquidation, the Series A Preferred Stock will rank senior to the Company’s common stock. In the event of the Company’s liquidation, dissolution or winding up, the holders of the Series A Preferred Stock are entitled to be paid out of the Company’s assets legally available for distribution to its shareholders a liquidating distribution in cash or property equal to a liquidation preference of $10.00 per share, plus an amount equal to any accrued and unpaid dividends to the date of payment, before any distribution of assets is made to holders of the Company’s common stock.

In the third quarter 2013 the Company entered into an operating agreement with real estate developers. Pursuant to the terms of the operating agreement the Company will search for land, equity and financing suitable for the development of Senior Housing communities. The parties formed LivingVentures Consortium Group One, LLC a Florida limited liability company. Pursuant to the terms of the agreement, each real estate developer entered into a subscription agreement requiring each to purchase 1,200,000 common shares of the Company for $300,000. In 2013 the Company received $600,000 from the developers, in exchange for 2,400,000 issued shares prior to year end.

NOTE 7.

INCOME TAXES

The Company considers any tax loss carryforwards and temporary differences which constitute a net tax benefit and establishes a valuation reserve if it believes it is more likely than not that the benefit would not be fully utilized in the available carryforward period. This assessment is based on an evaluation of the level of historical taxable income and projections for future taxable income. As of June 30, 2014, the Company provided a 100% valuation allowance against any potential future tax benefits due to the uncertainty of their future realization.

LIVINGVENTURES, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS GREEN GLOBAL INVESTMENTS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company and/or its subsidiaries are subject to US federal and state and Canadian income tax audits. The Company believes that adequate amounts have been reserved for any adjustments that may ultimately result from these examinations.

NOTE 8.

LEASE COMMITMENTS

Lease commitments refer mainly to office space and include office equipment and vehicle lease. Minimum lease payments as of June 30, 2014 are as follows:


Within one year	$	91,353
In the second year		89,547
In the third to the fifth year		150,725
After the fifth year		—

Total	$	331,625

NOTE 9.

SEGMENT REPORTING

ASC 280 - Segment Reporting establishes annual and interim reporting standards for an enterprise's business segments and related disclosures about its products, services, geographic areas and major customers. The method for determining what information to report is based upon the way management organizes the operating segments within the Company for making operating decisions and assessing financial performance. After the acquisitions and the sale of CCRE, the Company has determined that it has two reportable segments, one of property and facility management; and the other of real estate investment and development. Both of the two segmental operations were acquired in 2012, and revenue and other information for these segments are presented by grouping similar products and services.


	For the Three Months Ended June 30,				For the Six Months Ended June 30
	2014		2013		2014		2013
Revenue from External Customers:
Property and Facility Management	$	277,842	$	154,089	$	339,857	$	348,958
Real Estate		200,000		—		400,000		—
Total	$	477,842	$	154,089		739,857		348,958
Interest Expense:
Property and Facility Management	$	666	$	2,239	$	1,871		2,736
Real Estate		1,618		4,600		4,195		4,760
Total	$	2,284		6,839		6,066		7,496
Depreciation and Amortization:
Property and Facility Management	$	234	$	1,274		1,578		2,715
Real Estate		249		403		498		962
Total	$	483	$	1,677	$	2,076	$	3,677

NOTE 10.

STOCK OPTION PLAN

Overview

On December 18, 2007, our board of directors authorized, and holders of a majority of our outstanding common stock approved and adopted, our 2007 Stock Option and Stock Award Plan covering 3,000,000 shares of common stock.

The purpose of the plan is to encourage stock ownership by our officers, directors, key employees and consultants, and to give such persons a greater personal interest in the success of our business and an added incentive to continue to advance and contribute to us. Our board of directors, or a committee of the board, will administer the Plan including, without limitation, the selection of the persons who will be awarded stock grants and granted options, the type of options to be granted, the number of shares subject to each option and the exercise price.

LIVINGVENTURES, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS GREEN GLOBAL INVESTMENTS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Plan options may either be options qualifying as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended or non-qualified options. In addition, the plan allows for the inclusion of a reload option provision, which permits an eligible person to pay the exercise price of the option with shares of common stock owned by the eligible person and receive a new option to purchase shares of common stock equal in number to the tendered shares. Furthermore, compensatory stock amounts may also be issued. Any incentive option granted under the plan must provide for an exercise price of not less than 100% of the fair market value of the underlying shares on the date of grant, but the exercise price of any incentive option granted to an eligible employee owning more than 10% of our outstanding common stock must not be less than 110% of fair market value on the date of the grant. The term of each plan option and the manner in which it may be exercised is determined by the board of directors or the committee, provided that no option may be exercisable more than 10 years after the date of its grant and, in the case of an incentive option granted to an eligible employee owning more than 10% of the common stock, no more than five years after the date of the grant. During the six months ended June 30, 2014 and 2013 we did not grant any options under the plan, nor were there any options outstanding as of June 30, 2014 and 2013.

Eligibility

Our officers, directors, key employees and consultants are eligible to receive stock grants and non-qualified options under the plan. Only our employees are eligible to receive incentive options.

Administration

The plan will be administered by our board of directors or an underlying committee. The board of directors or the committee determines from time to time those of our officers, directors, key employees and consultants to whom stock grants or plan options are to be granted, the terms and provisions of the respective option agreements, the time or times at which such options shall be granted, the type of options to be granted, the dates such plan options become exercisable, the number of shares subject to each option, the purchase price of such shares and the form of payment of such purchase price. All other questions relating to the administration of the plan, and the interpretation of the provisions thereof and of the related option agreements, are resolved by the board of directors or committee.

Shares Subject to Awards

We have currently reserved 5,000,000 of our authorized but unissued shares of common stock for issuance under the plan, and a maximum of 5,000,000 shares may be issued, unless the plan is subsequently amended, subject to adjustment in the event of certain changes in our capitalization, without further action by our board of directors and stockholders, as required. Subject to the limitation on the aggregate number of shares issuable under the plan, there is no maximum or minimum number of shares as to which a stock grant or plan option may be granted to any person. Shares used for stock grants and plan options may be authorized and unissued shares or shares reacquired by us, including shares purchased in the open market. Shares covered by plan options which terminate unexercised will again become available for grant as additional options, without decreasing the maximum number of shares issuable under the plan, although such shares may also be used by us for other purposes.

The plan provides that, if our outstanding shares are increased, decreased, exchanged or otherwise adjusted due to a share dividend, forward or reverse share split, recapitalization, reorganization, merger, consolidation, combination or exchange of shares, an appropriate and proportionate adjustment will be made in the number or kind of shares subject to the plan or subject to unexercised options and in the purchase price per share under such options. Any adjustment, however, does not change the total purchase price payable for the shares subject to outstanding options. In the event of our proposed dissolution or liquidation, a proposed sale of all or substantially all of our assets, a merger or tender offer for our shares of common stock, the board of directors may declare that each option granted under the Plan terminates as of a date to be fixed by the board of directors; provided that not less than 30 days written notice of the date so fixed shall be given to each participant holding an option, and each such participant shall have the right, during the period of 30 days preceding such termination, to exercise the participant's option, in whole or in part, including as to options not otherwise exercisable.

LIVINGVENTURES, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS GREEN GLOBAL INVESTMENTS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Terms of Exercise

The plan provides that the options granted thereunder shall be exercisable from time to time in whole or in part, unless otherwise specified by the committee or by the board of directors.

The plan provides that, with respect to incentive stock options, the aggregate fair market value (determined as of the time the option is granted) of the shares of common stock, with respect to which incentive stock options are first exercisable by any option holder during any calendar year shall not exceed $100,000.

Exercise Price

The purchase price for shares subject to incentive stock options must be at least 100% of the fair market value of our common stock on the date the option is granted, except that the purchase price must be at least 110% of the fair market value in the case of an incentive option granted to a person who is a "10% stockholder." A "10% stockholder" is a person who owns, within the meaning of Section 422(b)(6) of the Internal Revenue Code of 1986, at the time the incentive option is granted, shares possessing more than 10% of the total combined voting power of all classes of our outstanding shares. The plan provides that fair market value shall be determined by the board of directors or the committee in accordance with procedures which it may from time to time establish. If the purchase price is paid with consideration other than cash, the Board or the Committee shall determine the fair value of such consideration to us in monetary terms.

The exercise price of non-qualified options shall be determined by the board of directors or the committee, but shall not be less than the par value of our common stock on the date the option is granted.

The per share purchase price of shares issuable upon exercise of a plan option may be adjusted in the event of certain changes in our capitalization, but no such adjustment shall change the total purchase price payable upon the exercise in full of options granted under the plan.

Manner of Exercise

Plan options are exercisable by delivery of written notice to us stating the number of shares with respect to which the option is being exercised, together with full payment of the purchase price therefor. Payment shall be in cash, checks, certified or bank cashier's checks, promissory notes secured by the shares issued through exercise of the related options, shares of common stock or in such other form or combination of forms which shall be acceptable to the board of directors or the committee, provided that any loan or guarantee by us of the purchase price may only be made upon resolution of the board of directors or committee that such loan or guarantee is reasonably expected to benefit us.

Option Period

All incentive stock options shall expire on or before the tenth anniversary of the date the option is granted except as limited above. However, in the case of incentive stock options granted to an eligible employee owning more than 10% of the common stock, these options will expire no later than five years after the date of the grant. Non-qualified options shall expire 10 years and one day from the date of grant unless otherwise provided under the terms of the option grant.

Termination

All plan options are nonassignable and nontransferable, except by will or by the laws of descent and distribution, and during the lifetime of the optionee, may be exercised only by such optionee. If an optionee shall die while our employee or within three months after termination of employment by us because of disability, or retirement or otherwise, such options may be exercised, to the extent that the optionee shall have been entitled to do so on the date of death or termination of employment, by the person or persons to whom the optionee's right under the option pass by will or applicable law, or if no such person has such right, by his executors or administrators.

LIVINGVENTURES, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS GREEN GLOBAL INVESTMENTS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In the event of termination of employment because of death while an employee or because of disability, the optionee's options may be exercised not later than the expiration date specified in the option or one year after the optionee's death, whichever date is earlier, or in the event of termination of employment because of retirement or otherwise, not later than the expiration date specified in the option or one year after the optionee's death, whichever date is earlier.

If an optionee's employment by us terminates because of disability and such optionee has not died within the following three months, the options may be exercised, to the extent that the optionee shall have been entitled to do so at the date of the termination of employment, at any time, or from time to time, but not later than the expiration date specified in the option or one year after termination of employment, whichever date is earlier.

If an optionee's employment shall terminate for any reason other than death or disability, optionee may exercise the options to the same extent that the options were exercisable on the date of termination, for up to three months following such termination, or on or before the expiration date of the options, whichever occurs first. In the event that the optionee was not entitled to exercise the options at the date of termination or if the optionee does not exercise such options (which were then exercisable) within the time specified herein, the options shall terminate.

If an optionee's employment shall terminate for any reason other than death, disability or retirement, all right to exercise the option shall terminate not later than 90 days following the date of such termination of employment.

If an optionee's employment with us is terminated for any reason whatsoever, and within three months after the date thereof optionee either (i) accepts employment with any competitor of, or otherwise engages in competition with us, or (ii) discloses to anyone outside our company or uses any confidential information or material of our company in violation of our policies or any agreement between the optionee and our company, the committee, in its sole discretion, may terminate any outstanding stock option and may require optionee to return to us the economic value of any award that was realized or obtained by optionee at any time during the period beginning on that date that is six months prior to the date optionee's employment with us is terminated.

The committee may, if an optionee's employment with us is terminated for cause, annul any award granted under this plan to such employee and, in such event, the committee, in its sole discretion, may require optionee to return to us the economic value any award that was realized or obtained by optionee at any time during the period beginning on that date that is six months prior to the date optionee's employment with us is terminated.

Modification and Termination of Plan

The board of directors or committee may amend, suspend or terminate the plan at any time. However, no such action may prejudice the rights of any holder of a stock grant or optionee who has prior thereto been granted options under the plan. Further, no amendment to this plan which has the effect of (a) increasing the aggregate number of shares subject to this plan (except for adjustments due to changes in our capitalization), or (b) changing the definition of "Eligible Person" under the plan, may be effective unless and until approved by our stockholders in the same manner as approval of this plan is required. Any such termination of the plan shall not affect the validity of any stock grants or options previously granted thereunder. Unless the plan shall theretofore have been suspended or terminated by the board of directors, the plan will terminate on December 18, 2017.

NOTE 11.

GOING CONCERN

The Company sustained an accumulated net loss of $5,049,070 for the period from December 17, 1999 (inception) to June 30, 2014. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

LIVINGVENTURES, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS GREEN GLOBAL INVESTMENTS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12.

WARRANTS

During the six months ended June 30, 2014 the Company issued two notes payable that contained, in the aggregate, 125,000 warrants entitling the holders thereof to purchase 125,000 shares of the Company’s common stock for a period of five years from the issuance date of the notes payable. The 125,000 warrants were outstanding and exercisable as of June 30, 2014.

The exercise price of each of the warrants is $0.25 per share. At the time of issuance of the warrants, and as of June 30, 2014, the common stock price was lower than the $0.25 exercise price; accordingly, the warrants had no intrinsic value.

The expiration dates of the warrants are as follows: (a) 75,000 warrants expire on February 18, 2019 (b) 50,000 warrants expire on March 4, 2019. Accordingly, as of June 30, 2014 the weighted average remaining contractual term in years is 4.6.

Pursuant to ASC 718, the Company estimates the fair value of warrants based on the grant date using the Black-Scholes valuation model. The fair value of warrants issued with debt is recorded as a debt discount and amortized over the life of the debt. The range of fair value assumptions related to warrants outstanding as of June 30, 2014 were as follows: (a) dividend yield – 0% (b) risk-free rate – 1.84% to 1.97% (c) expected volatility – 71.8% (d) expected term – 5 years.

The expected volatility was calculated based on the historical volatility of a publicly traded peer entity as determined by the Company. The risk free interest rate used was based on the U.S. Treasury constant maturity rate in effect at the time of grant for the expected term of the warrants to be valued. The expected dividend yield was zero, as the Company does not anticipate paying a dividend within the relevant time frame. The expected warrant term is the life of the warrant.

The Company determined that the value of the 125,000 warrants, which totaled $8,344, was immaterial and, accordingly, the value of the warrants were not recorded by the Company and not included in its financial statements.

NOTE 13.

SUBSEQUENT EVENTS

On July 2, 2014, LivingVentures, Inc. (the “Company”) entered into a twelve month senior secured revolving credit facility (the “Credit Facility”) with TCA Global Credit Master Fund, LP, as lender (the “Credit Agreement”). Borrowings under the Credit Facility will be used for working capital purposes.

The Credit Agreement provides for an initial commitment of $600,000, provided only $300,000 of the commitment was made available to the Company on the closing date with the remaining principal amount held in reserve by the lender. The availability of borrowings under the Credit Facility is subject to a borrowing base calculation based upon funds available in a lock box account maintained in the lender’s name. Under circumstances described in the Credit Agreement, the commitment may be increased by up to $4.4 million, for a total commitment of $5 million. Borrowings under the Credit Facility will bear interest at fixed rate of interest equal to eleven percent (11.0%) per annum, calculated on the actual number of days elapsed over a 360-day year. The Credit Facility is secured by a lien on all assets of the Company and its subsidiaries and is guaranteed by all of the Company’s subsidiaries. Under the circumstances described in the Credit Agreement, the lender has the right to convert amounts due under the Credit Facility into the Company’s common stock.

In addition to representations and warranties, affirmative, restrictive and financial covenants, and events of default (applicable to the Company and its subsidiaries) which are customary for credit facilities of this type, the Credit Agreement provides that the Company must not permit its financial condition to materially differ in any material negative way (as compared to its current financial condition) and must meet specified revenue targets as set forth in the Credit Facility. The Credit Facility is cross-defaulted with the Company’s other outstanding indebtedness and provides that a Material Adverse Effect (as defined in the Credit Agreement), a Change of Control (as defined in the Credit Agreement), a judgment for an amount in excess of $25,000 or an adverse change in the Company’s financial condition, as determined by the lender acting in good faith, are all events of default.

LIVINGVENTURES, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS GREEN GLOBAL INVESTMENTS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As consideration for the entry into the Credit Agreement, the Company agreed to pay certain fees to the lender, including a commitment fee equal to two percent (2.0%) of the commitment and an investment banking and advisory services fee paid in shares of the Company’s common stock with an aggregate value of $170,000 (the “Fee Shares”). Each Fee Share was valued at a price equal to the lowest volume weighted average price for the five business days prior to the closing date of the Credit Facility. Under circumstances described in the Credit Agreement, (i) the lender can require the Company to redeem the Fee Shares and (ii) upon the sale of the Fee Shares by the lender, the Company may be required to issue additional shares of the Company’s common stock.

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Overview and History

LivingVentures, Inc. (formerly known as Green Global Investments, Inc.) and hereinafter “LV” or “the Company”) is a smaller reporting company as described by the Rules of the Securities and Exchange Commission Regulations. LV was incorporated under the laws of the State of Florida on December 17, 1999.

The company was initially incorporated as a clean energy consultant providing advisory services to new projects in China. In addition to providing consultancy and advisory services, the company acquired a company that was formulating, marketing and distributing energy efficient and PC/ABS substitutable resin products in China.

Also during this period, management of LV developed an Asian capital markets strategy. On July 6, 2010, the Company formed a 100% subsidiary, now called GGI (Asia) Limited (“GGIA”). GGIA built critical strategic relationships in the Asian capital markets, which in turn was to provide funding under the U.S. EB-5 Visa Program, discussed more fully below. Management dissolved GGIA in December 2013. GGIA did not have any operations in 2012 and 2013.

In 2012, after an analysis of the company’s business and in line with the intent of the Board to focus on North American growth opportunities, the Company identified the growing senior population as an interesting potential sector for investment.

As part of its effort to re-focus the Company’s business, on March 5, 2012, LV entered into a Membership Interest and Share Exchange Agreement (the “Agreement”) by and between the Company, Allen Tat Yan Huie (“Huie”), the Allen Huie Family Trust (“Huie Trust”), CommerCenters, LLC, a Florida limited liability company (“CC”) and certain other individuals listed on Exhibit “A” of the Agreement (collectively, the “Members”), whereby the Members each agreed to assign their units in CC in exchange for a number of shares of common stock in the Company as more specifically set forth in the Agreement. For further details, see the Agreement filed with the Form 8-K on March 6, 2012 and the amendments filed on March 21, 2012 and May 9, 2012.

CC was a fully integrated, real estate investment and development firm, headquartered in Orlando, Florida. CC also owned 50% of CommerCenters EB5 Regional Center Investments, LLC (“CCEB”) d/b/a Orlando EB5 Investments, which was formed to operate as a Regional Center through the U.S. Citizenship and Immigration Service’s EB-5 Program. The acquisition was designed to provide the company with both real estate development expertise and access to low cost EB5 funding for senior housing projects in the US. To allow the Company to focus its commitment to building a senior housing business the Company sold this entity on July 11, 2013 as more fully explained in NOTE 4 to the financial statements.

CommerCenters EB5 Regional Center Investments, LLC (“CCEB”), d/b/a Orlando EB5 Investments, is a Florida limited liability company formed in 2009 as a 50%-owned subsidiary of CC. Orlando EB5 Investments was formed with the purpose of operating as a Regional Center through the United States Citizenship and Immigration Service’s EB5 program. The Company sold this entity on July 11, 2013 as more fully explained in NOTE 4

to the financial statements.

To further shift in strategy to North American senior housing, the Company acquired a 90% interest in International Care Management Services (2040177 Ontario Ltd.), an Ontario, Canada corporation and International Care Management Services Ltd. Inc., a Washington, USA corporation, both effective September 1, 2012 (collectively “ICMS”).

Also in connection with these acquisitions, the Company entered into employment agreements with David B. Edwards and Jeffrey Edwards, respectively the president and chief operating officer of ICMS.

When acquired, the companies managed and/or provided services to 981 units in 10 senior housing facilities in Toronto, Canada. For further details, see the information filed with Form 8-K on September 14, 2012.

On June 15, 2012, LV entered into an agreement to sell the 100% shareholding in China Clean and Renewable Energy Limited (“CCRE”) to Power Pacific Holdings Limited, a British Virgin Islands corporation. The transaction was structured as a sale of CCRE’s assets, including its 100% shareholding in both Renewable Energy Enterprises (Shanghai) Co. Ltd and EEP Limited.

In February 2013, the Company’s name was changed to LivingVentures, Inc. which was approved by FINRA and its trading symbol was changed to “LIVV”. This change followed the restructuring of the Company and its change in focus after the business acquisitions it made in 2012.

In July 2013 the Company closed the office in Orlando and the head office was moved to Fort Myers, Florida providing overhead synergies and reducing salaries. In September 2013 the Company appointed Dave Edwards as CEO and Joseph Bickley as Chief Financial Officer of the Company. Shortly thereafter, Dave Edwards was appointed to the Board of Directors. In November 2013, Steven Morton, a senior housing veteran, was appointed to the Board of Directors.

Organization

After the above described events, the Company now has the following legal structure and organization:

LivingVentures, Inc. ("LV") is the parent company and its name is closely aligned with its mission as a leading senior housing management business.

LivingVentures Management, LLC (“LVM”), a wholly owned subsidiary of LV is a Florida limited company. The company was formed for the carrying out of the operations of property and facility management.

LivingVentures Development, LLC (“LVD”), a wholly owned subsidiary of LV, is a Florida limited company. It is involved in the development of assisted living and other real estate projects.

2040177 Ontario Limited (“ICMS-Canada”), a 90% owned subsidiary of LV, is an Ontario corporation in Canada. The company was formed for the carrying out of the operations of property and facility management in Canada under the trade name of “International Care Management Services”.

International Care Management Services Ltd. (“ICMS-US”), a 90% owned subsidiary of LV, was incorporated under the laws of the State of Washington. This company continues its operations following its acquisition by LV.

LV and its subsidiaries, LVM, LVD, ICMS-Canada, and ICMS-US, are herein referred to as the “Company”.

Business

LV is seeking to grow our business in the senior housing sector in four ways: 1) by organically increasing its number of units under management; 2) through partnering with proven developers to build new facilities where LV will be the manager, provide consulting services and earn a portion of the increase in property value; 3) by entering into long term lease agreements of senior housing facilities where LV will be the owner/operator of the business and 4) through acting as the sponsor for the acquisition of new communities where capital is provided by third parties and LV becomes the manager.

LV manages and provides services to facilities in Ontario, Canada and in Florida. Additional projects under consideration are in Arizona and Indiana.

LV is working with six established developers on 13 different senior housing projects. These projects are typically owned by separate equity investors and will all be managed by LV once completed. In addition, LV will earn fees for feasibility studies, market analysis, building design and monitoring, pre-marketing. In some cases LV will earn a portion of the development fee and an equity carry in the IRR above a minimum IRR threshold.

Operational Challenges

LV has shifted its operating focus away from non-senior housing areas and has disposed of any non-core assets and personnel. During this transition period, the company has been operating with a working capital deficiency and negative cash flow. Management has made significant progress in achieving the operational goals that were set for the transition including the closing of the office in Orlando providing overhead synergies and the execution of the business plan whereby the company earns recurring fees. One of the main goals of this transition period was to focus on generating positive cash flow from operations. To that end, the company has many ongoing projects, in various stages, which will, if they go forward, generate significant cash flow to cover all operating and overhead costs.

The company has been funding its cash flow deficiency through a combination of selling non-core assets and by raising equity and debt from both insiders and arm’s length investors. It is expected that funds from these sources will continue to be available to the company until such a time as the funds are no longer needed. In addition, the company continues to pursue outside capital and is seeking up to $4 million of new equity capital and a new operating line of credit (NOTE 14 Subsequent Events).

We remain reasonably optimistic about our prospects, but cannot be sure that we will be successful in raising all of the necessary working capital needed. As such there are no assurances that we will have sufficient funds to execute our business plan, pay our obligations as they become due, or generate positive operating results.

Results of Operations

For the three months and six months ended June 30, 2014, the Company sustained a net loss of $72,750 and $435,196 respectively, compared to a net loss of $496,003 and $926,768 for the three and six months ended June 30,2013, a decrease of $423,253 and $491,572 compared to 2013. Both decreases are primarily attributable to an increase in revenues and a decrease in general and administrative and professional fees.

During the three months and six months ended June 30, 2014 net revenues were $477,842 and $739,857 respectively, compared to net revenues of $154,089 and $348,958 during the three months and six months ended June 30, 2013, an increase of $323,753 and $390,899 compared to 2013. The increases in revenues are primarily attributed to consortium fees for 2014 which were nonexistent in 2013 for the same period.

Total operating expenses for the three months and six months ended June 30, 2014 were $506,035 and $1,097,792 respectively, compared to $588,786 and $1,238,329 for the three and six months ended June 30, 2013, a decrease of $82,751 and $140,537 compared to 2013. Total operating expenses in the areas of professional fees and general and administrative expense decreased as a result of closing the Orlando office to provide overhead synergies maintaining one Corporate US office located in Fort Myers, FL.

During the three months and six months ended June 30, 2014 professional fees were $36,946 and $105,096 respectively, compared to $70,313 and $150,124 for the three and six months ended June 30, 2013, a decrease of $33,367 and $45,028 compared to 2013. Professional fees generally include legal and accounting attributable to SEC compliance and other consulting services pertinent to the development and operation of our business. The decreases in professional fees was primarily a result of services which were brought in house for 2014.

During the three months and six months ended June 30, 2014 salary expense totaled $311,361 and $642,076 respectively, compared to $363,152 and $696,283 for the three and six months ended June 30, 2013, a decrease of $51,791 and $54,207 compared to 2013. The decreases in salary expense was primarily attributable to the closing of the Orlando office and reduction of staff which occurred in the first three months of 2014.

Our general and administrative expenses were $157,728 and $350,620 for the three months and six months ended June 30, 2014 respectively and $155,321 and $391,922 for the three months and six ended June 30, 2013, an increase of $2,407 and decrease of $41,302 compared to 2013. The increase is a result of ordinary expenses and the decrease is primarily a result of the Orlando office closure and reduced travel, rent and ordinary expense in the first three months of 2014.

For the remainder of 2014, we anticipate increases in both salary expense and general and administrative expenses as we continue to implement our business model, focused on growing our senior housing management and consulting businesses. We shall maintain our rationalization effort in controlling our expenses to remain as efficient as possible in light of our financial resources. Management expects revenue increases to continue throughout the year.

Liquidity and Capital Resources

As of June 30, 2014, we had a deficit in working capital of $1,765,564 as compared to a deficit of $1,851,848 at December 31, 2013. The change of $86,284 was comprised of a decrease in cash balances of $109,957, an increase in receivables $12,387, decreases in deposits and deferred charges of $32,865, decreases in lines of credit, notes payable and shareholder advances of $477,586, and increases in accounts payable and accrued expenses of $260,867.

Net cash used in operating activities for the six months ended June 30, 2014 was $117,917, as compared to $719,679 for the six months ended June 30, 2013. The change of $601,762 is primarily attributable to a lower net loss and an increase in accounts payable and accrued expenses.

Net cash used by investing activities for the six months ended June 30, 2014 was zero as compared to $4,950 for the six months ended June 30, 2013. The change of $4,950 is a result of fixed assets purchased in 2013.

Net cash provided by financing activities for the six months ended June 30, 2014 was $7,960 as compared to $565,580 for the six months ended June 30, 2013. The change of $557,620 largely represents issuance of common stock and proceeds from related party notes.

Off Balance Sheet Transactions

None.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable for a smaller reporting company.

ITEM 4.

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures. We maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15I and 15d-15I under the Securities Exchange Act of 1934. In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events. Based on his evaluation as of the end of the period covered by this report, our President who also serves as our principal executive officer and our principal financial officer, concluded that our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and were effective at the reasonable assurance level for which they were designed such that the information relating to our company, including our consolidating subsidiary, required to be disclosed by us in reports that it files or submits under the Securities Exchange Act of 1934 (i) is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (ii) is accumulated and communicated to our 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 control over financial reporting during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

None.

ITEM 1A.

RISK FACTORS.

Not applicable for a smaller reporting company.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.

MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5.

OTHER INFORMATION.

None.

ITEM 6.

EXHIBITS.


No.		Description

31.1		Rule 13a-14(a)/ 15d-14(a) Certification of principal executive officer
31.2		Rule 13a-14(a)/ 15d-14(a) Certification of principal financial and accounting officer
32.1		Section 1350 Certification of principal executive officer
32.2		Section 1350 Certification of principal financial and accounting officer
101		XBRL-related document

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.


	LivingVentures, Inc.

	By:	/s/ C. Geoffrey Hampson
		C. Geoffrey Hampson, Executive Chairman
		Date: August 19, 2014

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, C.GEOFFREY HAMPSON, certify that:

I have reviewed this quarterly report on Form 10-Q for the period ended June 30, 2014 of LivingVentures, Inc. (formerly Green Global Investments, Inc.);

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 made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this annual 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;

The registrant’s other certifying officers 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 15-d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designated 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 changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

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

(a)

All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

By: /s/ C.Geoffrey Hampson

C. Geoffrey Hampson

Executive Chairman (principal executive officer)

August 19, 2014

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, JOSEPH BICKLEY, certify that:

I have reviewed this quarterly report on Form 10-Q for the period ended June 30, 2014 of LivingVentures, Inc. (formerly Green Global Investments, Inc.);

(a)

(b)

(c)

(d)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

By: /s/ Joseph Bickley

Joseph Bickley

CFO

August 19, 2014

EXHIBIT 32.1

Section 1350 Certification

In connection with the quarterly report of LivingVentures, Inc. (formerly Green Global Investments, Inc.); (the "Company") on Form 10-Q for the period ended June 30, 2014 as filed with the Securities and Exchange Commission (the "Report"), I, C. Geoffrey Hampson, Executive Chairman of the Company, certify, pursuant to 18 U.S.C. SS. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

August 19, 2014

/s/ C. Geoffrey Hampson

C. Geoffrey Hampson, Executive Chairman

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EXHIBIT 32.2

Section 1350 Certification

In connection with the quarterly report of LivingVentures, Inc. (formerly Green Global Investments, Inc.); (the "Company") on Form 10-Q for the period ended June 30, 2014 as filed with the Securities and Exchange Commission (the "Report"), I, Joseph Bickley, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. SS. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

August 19, 2014

/s/ Joseph Bickley

Joseph Bickley, CFO

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