LD HOLDINGS, INC. - FORM 10-Q - November 21, 2011

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EXCEL - IDEA: XBRL DOCUMENT - LD HOLDINGS, INC.	Financial_Report.xls
EX-31.1 - RULE 13A-14(A) CERTIFICATION - LD HOLDINGS, INC.	ldholdings10qexh311.htm
EX-32 - RULE 13A-14(B) CERTIFICATION - LD HOLDINGS, INC.	ldholdings10qexhexh32.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED: September 30, 2011

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

Commission File Number 0-50584

LD Holdings, Inc.

(Exact name of registrant as specified in its charter)

Nevada	98-0335555
(State of Incorporation)	(IRS Employer Identification No.)


1070 Commerce Drive
Building II, Suite 303
Perrysburg, OH	43551
(Address of principal executive office)	(Zip Code)

Registrant's telephone number, including area code: (419) 873-1111

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

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 Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

As of November 17, 2011, 21,025,061 shares of Common Stock were issued and outstanding and 974,156 preferred shares outstanding. Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]

Part 1. Financial Information

LD Holdings, Inc. & Subsidiaries

Consolidated Balance Sheets

	September 30,			December 31,
	2011			2010
Assets

Current Assets
Cash	$	-		$	22,820
Inventory		2,434			6,411
Total Current Assets		2,434			29,231
Equipment, net of accumulated depreciation		24,384			12,788
Total Assets	$	26,818		$	42,019

Liabilities and Stockholder's Impairment

Current Liabilities
Accounts payable and accrued expenses	$	1,598,427		$	1,408,298
Accrued interest payable		180,341			174,480
Accrued interest payable - related parties		402,139			352,150
Promissory notes payable		178,940			178,940
Promissory notes payable - related parties		1,423,347			1,266,137

Total Current Liabilities		3,783,194			3,380,005

Stockholders' Impairment
Common stock, par value $0.001; 900,000,000 shares authorized 21,025,061 (September 30, 2011) and 18,275,061(December 31, 2010) shares issued and outstanding, respectively		21,025			18,275
Preferred stock, par value $0.001; 10,000,000 shares authorized 974,156 shares issued and outstanding		9,742			9,742
Additional paid in capital		4,099,435			4,051,935
Accumulated deficit		(7,886,578	)		(7,417,938	)

Total Stockholders' Impairment		(3,756,376	)		(3,337,986	)

Total Liabilities and Stockholders' Impairment	$	26,818		$	42,019

The attached notes are an integral part of these consolidated financial statements.

LD Holdings, Inc. & Subsidiaries

Consolidated Condensed Statements of Operations

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010

Net Sales -
Related Party	$	-		$	15,000		$	-		$	45,000
Net Sales		67,393			-			282,195			-

Cost of Sales		34,096			-			129,897			-

Gross Profit		33,297			15,000			152,298			45,000

Selling, General &
Administrative Expenses		171,479			74,743			564,987			236,063
Operating Loss		(138,182	)		(59,743	)		(412,689	)		(191,063	)

Other Income (Expense)
Interest expense		(18,718	)		(17,028	)		(55,951	)		(55,198	)
Gain from Settlement		-			-			-			29,287

Total Other Income (Expense)		(18,718	)		(17,028	)		(55,951	)		(25,911	)

Net Loss	$	(156,900	)	$	(76,771	)	$	(468,640	)	$	(216,974	)
Loss per share, basic and diluted	$	(0.01	)	$	-		$	(0.02	)	$	(0.01	)

Weighted Average Common Shares Outstanding		20,340,006			18,008,757			19,867,552			17,269,200

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

LD Holdings, Inc. & Subsidiaries

Consolidated Statements of Cash Flows

	Nine Months
	Ended September 30,
	2011			2010

Cash Flows From Operating Activities:
Net Loss	$	(468,640	)	$	(216,974	)
Adjustments to Reconcile Net Loss to Net Cash Used by Operating Activities
Operating Activities:
Depreciation		1,253			-
Shares issued for services		50,250			15,100
Gain from Settlement		-			(29,287	)

Changes in Operating Assets and Liabilities
Inventory		3,977			-
Accounts payable and accrued expenses		190,129			98,862
Accrued interest payable		5,861			5,059
Accrued interest payable - related parties		49,989			49,989
Net Cash (Used) in Operating Activities		(167,181	)		(77,251	)

Cash Flows From Investing Activities
Purchase of equipment		(12,849	)		-

Net Cash (Used) in Investing Activities		(12,849	)		-

Cash Flows From Financing Activities
Proceeds from related party notes		157,210			77,251

Net Cash Provided by Financing Activities		157,210			77,251

Net (Decrease) in Cash and Equivalents		(22,820	)		-

Cash and Equivalents at Beginning of Year		22,820			-
Cash and Equivalents at End of Quarter	$	-		$	-

Cash Paid for Income Taxes	$	-		$	-
Cash Paid for Interest	$	-		$	-

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Organization

LD Holdings, Inc. (the Company), formerly Leisure Direct, Inc., was formed on January 1, 2000 under the name of ePoolSpas.com, Inc. The formation was effected by the issuance of 1,750,000 shares of the Company's common stock for the intangible assets of the former operating companies, Olympic Pools, Inc. (OPI) and Preferred Concrete Placement, Inc (PCPI). The Company is located in Perrysburg, Ohio.

On August 28, 2011, Boomers Diner, Inc., a Michigan corporation, closed its Diner in Monroe, Michigan and on October 17, 2011, Boomers Diner, Inc., an Ohio corporation, opened a Diner in Toledo, Ohio.

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the financial statements and footnotes thereto included in the Company's annual report for Form 10-K for the year ended December 31, 2010. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended September 30, 2011 are not necessarily indicative of the results that may be expected for the year ended December 31, 2011.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company incurred a loss of $468,640 during the nine months ended September 30, 2011. Also, as of September 30, 2011, the Company had current assets of $2,434 and current liabilities of $3,783,194.

Management's plans include raising additional funding from debt and equity transactions that will be used for acquisitions that should in turn create sales. Also, the implementation of strong cost management practices and an increased focus on business development should result in the elimination of the operating losses suffered and improvement of cash flows; however, any results of the Company's plans cannot be assumed. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

STOCKHOLDERS' IMPAIRMENT

Stockholders' Equity

During the first quarter ended March 31, 2011, the Company issued 1,250,000 shares of common stock at market value of $18,750 as consideration of current and accrued consulting services.

During the third quarter ended September 30, 2011, the Company issued 1,500,000 shares of common stock at market value of $31,500 as consideration of current and accrued consulting services.

Commitments and Contingencies

The Company leases its office space from a related party, through common management and ownership, on a month-to-month basis. Rent expense for the nine months ended September 30, 2011 and 2010 was $22,500 each period.

The Company entered into a sublease agreement with an unrelated Limited Liability Company effective October 18, 2010. The agreement was for a term of three months and month to month thereafter on the rent commencement date at a rate of $5,000 per month exclusive of minimum monthly combined area maintenance charges. Rent expense was $14,415 and $0 for the three months and $43,634 and $0 for the nine months ended September 30, 2011 and 2010, respectively. This amount has been accrued on the books of the company. The lease and commitment terminated August 31, 2011.

The Company, under a separate asset acknowledgement, the tenant and landlord agree that certain restaurant equipment used in the day to day operations of the tenant are the property of the Landlord. Until such time that the Landlord is able to obtain clear and unencumbered title to said equipment the tenant will lease the equipment for $1,250 per month. Once equipment is clear and unencumbered the Company agreed to release the equipment in exchange for convertible note payable of $200,000. Note is due three years after purchase date and convertible into common stock at a fixed rate of $20.20/share. Rent expense charged to operations was $3,750 and $0 for the three months and $11,250 and $0 for the nine months ended September 30, 2011 and 2010, respectively. This amount has been accrued on the books of the company. This was terminated August 31, 2011.

Litigation

In 2006, a note holder commenced action against the Company for outstanding obligations owed by the Company. In 2009, a consent judgment was awarded to the lender for the sum of $200,000. This amount is included in accrued interest and notes payable as of December 31,2010 and 2009, with no additional interest to be charged. In 2010, the Company recorded gain from debt settlement in the amount of $29,287.

Management's Discussion and Analysis

When used in this Form 10-Q and in future filings by LD Holdings, Inc. hereinafter "LD Holdings") with the Securities and Exchange Commission, the words or phrases "will likely result," "management expects," "LD Holdings expects," "will continue," "is anticipated" or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on any such forward-looking statements, each of which speaks only as of the date made. These statements are subject to risks and uncertainties, some of which are described below. Actual results may differ materially from historical earnings and those presently anticipated or projected. LD Holdings has no obligation to publicly release the results of any revisions that may be made to any forward-looking statements to reflect anticipated events or circumstances occurring after the date of such statements.

Introduction

This document contains forward-looking statements, including statements regarding the Company's strategy, plans for growth and anticipated sources of capital and revenue. The Company's actual results may differ dramatically from those anticipated in these forward-looking statements. The differences may be result from one or more of the risk factors described below or from events that we have not foreseen.

Risk Factors

-	LD Holdings has very limited financial resources. In order to implement our business plan we will have to raise capital. If we are unsuccessful in raising capital, our business will not grow.

-	Because of its limited operating history, LD Holdings has little historical financial data on which to base its plans for future operations. Management will have to budget capital investment and expenses based, in large part, on its expectation of future revenues. If those expectations are not met, LD Holdings Inc. may exhaust its capital resources before it achieves operational stability.

Corporate Strategy

LD Holdings, Inc., (OTCBB: Symbol LDHL), has adopted a business model that seeks to capitalize on the massive transfer of generational assets as the "Baby-Boomer" generation transitions from the ownership of small businesses into retirement. The Baby-Boomer generation is represented by almost 78 million individuals born between 1946 and 1964. Over the next 20 years, as these Baby-Boomers are retiring, there are going to be businesses worth trillions of dollars that need to be sold by this Boomer generation.

Historically, the sellers typically wanted to provide minimal or no financing to the buyer. These types of transactions were too large for most individuals to finance, too risky for banks based upon the company's individual merits (as opposed to the buyer's personal balance sheet) and too small to interest most institutional investors (hedge funds and private equity groups) to consider. The lack of liquidity made it difficult to raise funds privately from anyone but relatives.

The company seeks to take a seemingly negative funding situation and turn it into a positive one. Many of these Baby Boomer businesses being sold, whether the sellers want to or not, will be forced to provide a major portion, or all, of the financing in order to sell their businesses or will be forced to sell them below their true market value in order to get the business sold.

The company plans to focus its efforts on becoming a "known buyer" of small companies that meet its acquisition criteria, which it intends to widely distribute to business sellers directly and to others on its websites. The 5-Year Plan is to accumulate at least 45 of these small companies and to slowly meld them into cohesive business units. Using $8.33 million of revenues as an average in years 1 through 3 and $10 million of revenues as an average in years 4 and 5, will result in consolidated total revenues of $420 Million by the end of year 5.

The company's objective, through aggressive use of the Internet, is to put an outside investor base in place that shares the company's vision and objectives while the search for acquisitions is being conducted. The company will stress on its affiliated websites and in its investor information that it is looking for long-term investors who are willing to hold their positions for a year or more.

In our first full year of operations, the company plans to acquire at least 3 companies with $25 million sales and EBIT of $2.5 million. At 15 X EBIT this would place a market capitalization of $37 million on the company. In order to accomplish its objectives, and as explained in this Business Plan, the company has developed a 4-Step Process.

Current Business Operations

LD Holdings, Inc., (Symbol LDHL), is a Financial and Management Holding Company that has identified a significant business opportunity that will fill a void in the small business world. That void is the sale and transfer of businesses from one generation (the Baby Boomer) to the next.

With over 25 million small businesses in the USA and 15 trillion dollars worth of businesses to be sold over the next 15-20 years, there will be many opportunities for wealth generation. The following services will be needed:

	1*	There will be a need for Marketing, Sales and other Business Services to prepare the businesses for sale.

	2*	There will be a need for buyers for these businesses.

	3*	There will be a need for entrepreneur managers to manage these businesses.

	4*	There will be a need for the financing of these businesses.

LD Holdings, Inc., as a Financial and Management Holding Company, will take advantage of this opportunity with its two operating divisions under the parent holding company. These divisions are the Financial Services Division (LD Financial, Inc.) and the Operating Division that will manage the portfolio companies in which LD Holdings, Inc. will have varying percentages of ownership.

The Financial Services Division (LD Financial, Inc.) will concentrate on businesses with sales between $2 million and $20 million and EBIT between $500,000 and $3 million. Owners of these businesses have a difficult time getting full value because the financing of these companies is too large for most individuals to finance, too risky for banks based upon the company's individual merits (as opposed to the buyer's personal balance sheet) and too small to interest most institutional investors (hedge funds and private equity groups) to consider. The lack of liquidity make it difficult to raise funds privately from anyone but relatives.

The Financial Services Division provides the following services:

1* The Marketing, Sales and Other Business Services represent specifically target services to position client companies for both sales and profit growth in preparation for their eventual sale. The lead service involves the client company outsourcing some portion of the sales function to us as an Independent Sales Organization (ISO). This enhances the value of the company because it is no longer dependent upon the selling management's relationship with the company's customers. We provide this service under a variety of formats and compensation arrangements. Typically, these are long-term joint-venture marketing efforts that result in recurring revenue streams to the company. The auxiliary consulting services provided include helping the client company to finance its growth and to prepare it for sale under the most advantageous terms possible to the client. In many cases, we will participate in the incremental value created.

2* Financial Services will maintain an ongoing data base of businesses for sale. This allows the company to look for synergistic opportunities to combine one or more acquisition candidates at some future date. This database also provides the company with a historical perspective of different industries and distribution channels along with any type of geographical variation in the valuation of businesses.

3* Financial Services maintains a database of individuals with specific backgrounds and expertise that will be available for both acquisition evaluation, and strategizing the post-acquisition business model for each potential acquisition candidate, once the financial aspects of the transaction are determined. Particular attention will be given to developing relationships with those entrepreneurs and managers that want to perform in a results-driven environment, which has the associated incentives in place to create personal wealth for them and an above average return for the company's stockholders. What distinguishes these individuals is that they are self-motivated, looking for a rewarding opportunity and are willing to put in whatever time is needed.

4* Financial Services maintains an ongoing data base of investors that share the company's vision and objectives. The company is looking for long-term investors who are willing to hold their positions for a year or more for superior rates of return. Investors that want to participate in ground floor investment opportunities that the company's Business Model represents have a special wealth building vehicle available to them. The company's stock is thinly traded with a relatively small float. This will allow the company to look for synergistic opportunities to combine one or more acquisition candidates.

On September 7, 2010, Boomer's Diner, Inc., a Michigan corporation and wholly owned subsidiary of LD Holdings, Inc. (LDHL), signed a Letter of Intent to acquire the assets and lease the facilities of a former Johnny Rockets Restaurant in Monroe, Michigan. The location is ideally suited for our Diner Model as an end cap of a commercial shopping center, with plenty of parking and on a main thorough fare. This location closed August 31, 2011.

This new subsidiary's business plan compliments the business plan of LDHL, which is to help facilitate the transfer of "Baby Boomer" businesses in the $2-$20 million annual sales range to younger generations. Collaboration of business resources, lead generation and other business services will expand and leverage the footprint of LDHL.

The company opened for business in October, 2010, and is the first restaurant in the Boomer's Diner Business Plan which is modeled after a "local" diner which has proven successful over the last six years, located near the Company's Headquarters in Perrysburg, Ohio. On August 28, 2011, the company closed its diner located in Monroe, Michigan, and on October 17, 2011, the company opened a diner in Toldeo, Ohio.

This sets the stage for the company to get its tentacles into the local community and have its loyal customer base as a source for finding businesses that are for sale, entrepreneur manager candidates and investors. It is anticipated that some of these customers will also become shareholders in the parent company. The plan is to open or collaborate to have 10 -12 locations operating over a three state area (Ohio, Michigan, Indiana) over the next 24 - 36 months.

Three and Nine Months Ended September 30, 2011 and 2010

For the three and nine months ended September 30, 2011 and 2010 LD Holdings had revenues of $67,393 and $282,195 and $15,000 and $45,000, respectfully. LD Holdings had a working capital shortage and did not emphasize current operations. The significant change in revenue is due to the diner that opened in October 2010 compared to related party income from other services in 2010. Management has elected to devote all of its time seeking financing partners to further implement its Business Plan.

For the three and nine months ended September 30, 2011 and 2010 cost of sale on diner revenue was $34,096 and $129,897 for 2011 and $0 and $0 for 2010.

For the three and nine months ended September 30, 2011 and 2010 LD Holdings incurred selling, general and administrative expenses of $171,479 and $564,987 and $74,743 and $236,063, respectively, of which $30,000 and $90,000 and $30,000 and $90,000 represents the fee for the services of John R. Ayling, Chairman and CEO. Other significant selling, general and administrative include salaries and wages of $56,498 and $170,199 for 2011 and $0 for 2010. Rent expense of $23,165 and $79,654 for 2011 and $7,500 and $22,500 for 2010. The fees have been accrued until the operations of the company permit payment, or the Chairman and CEO determines to take his fee in the form of stock. The total operating expenses resulted in an operating loss for the three and nine months ended September 30, 2011 and 2010 of $138,182 and $412,689 and $59,743 and $191,063, respectively. Funding of these expenses was from short term loans from principal shareholders.

For the three and nine months ended September 30, 2011 and 2010 LD Holdings incurred interest expense of $18,718 and $55,951 and $17,028 and $55,198, respectively. Interest expense was accrued, and will be paid when the operations of the company permit payment. The Company recorded a $29,287 gain from settlement of a past due note payable in the nine month period ended September 30, 2010.

Liquidity and Capital Requirements

LD Holdings had a net operating working deficit, at September 30, 2011, of $3,780,760. The working capital requirements of LD Holdings have been funded primarily with loans from shareholders.

LD Holdings is seeking additional financing to continue to develop its business plan and to begin its implementation. Management believes this amount will be substantial.

Quantitative and Qualitative Disclosures about market risk.

Not Applicable.

Evaluation of Disclosure Controls and Procedures

An evaluation of the effectiveness of the Company's disclosure controls and procedures as of September 30, 2011 was made under the supervision of John R. Ayling, the chief executive officer. Based on that evaluation, Mr. Ayling concluded that the Company's disclosure controls and procedures are not effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. During the most recently completed fiscal quarter, there has been no significant change in the Company's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting.

Part II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 2. Unregistered sales of equity securities and use of proceeds.

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

On January 3, 2011 the Company issued 1,250,000 shares in exchange for current and future rent at Boomer’s Diner, Inc.

Item 6.	Exhibits

31.1	Rule 13a-14(a) Certification

32	Rule 13a-14(b) Certification

101.ins	XBRL Instance

101.xsd	XBRL Schema

101.cal	XBRL Calculation

101.def	XBRL Definition

101.lab	XBRL Label

101.pre	XBRL Presentation

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.

	LD Holdings, Inc.
Date: November 21, 2011	/s/ John R. Ayling
	John R. Ayling, Chief Executive Officer

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