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, 2013

OR

¨	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 101 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. 61,221,330 shares of common stock are issued and outstanding as of August 14, 2013.

 

 

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TABLE OF CONTENTS

		Page No.
	PART I. - FINANCIAL INFORMATION
Item 1.	Financial Statements.	1
	Consolidated Balance Sheets as of June 30, 2013 (Unaudited) And December 31, 2012.	1
	Consolidated Statements of Operations For The Three and Six Months Ended June 30, 2013 and 2012 (Unaudited).	2
	Statement of Stockholders’ Equity For The Six Months Ended June 30, 2013 (Unaudited).	3
	Consolidated Statements of Cash Flows For The Six Months Ended June 30, 2013 and 2012 (Unaudited).	4
	Notes to Consolidated Financial Statements (Unaudited).	5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	16
Item 4.	Controls and Procedures.	16
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	17
Item 1A.	Risk Factors.	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	17
Item 3.	Defaults Upon Senior Securities.	17
Item 4.	Mine Safety Disclosures.	17
Item 5.	Other Information.	17
Item 6.	Exhibits.	17

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.

i

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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, 2013			As of December 31, 2012
ASSETS
Current Assets
Cash		$	11,695		$	170,744
Accounts Receivable			74,014			60,587
Deferred Charges			44,297			91,082
Deposits and Other Assets			178,049			281,888
Total Current Assets			308,055			604,301
Other Asset
Bank in Trust			67,110			183,306
Fixed Assets, net			12,994			11,721
Goodwill			2,175,639			2,175,639
Total Assets		$	2,563,798		$	2,974,967
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Bank Loans		$	294,994		$	294,994
Notes Payable			686,767			745,796
Notes Payable - Related Party			735,827			470,827
Shareholders' Advance			75,793			84,266
Amount Due to Affiliates			242,786			242,786
Accounts Payable and Accrued Expenses			628,838			522,244
Accounts Payable - Shares to be Issued			—			125,000
Total Current Liabilities			2,665,005			2,485,913
Other Liability
Trust Fund Held			67,110			183,306
			2,732,115			2,669,219
Stockholders'  Equity
Preferred Stock, $0.001 par value, 10,000,000 shares authorised, None Issued and Outstanding			—			—
Common Stock, $0.001 par value; 100,000,000 shares authorised, 61,221,330 and 59,621,330 shares issued as of June 30, 2013 and December 31, 2012, respectively			61,221			59,621
Additional Paid-in Capital			2,939,171			2,615,771
Subscription Receivable			(31,918	)		(200,000	)
Deficit			(3,099,349	)		(2,172,581	)
Total Company's Stockholders' Equity			(130,875	)		302,811
Non-controlling Interests			(37,442	)		2,937
Total Stockholders' Equity			(168,317	)		305,748
Total Liabilities and Stockholders' Equity		$	2,563,798		$	2,974,967

See accompanying notes to financial statements.

1

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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,
					Restated						Restated
		2013			2012			2013			2012
Revenue		$	154,089		$	—		$	348,958		$	—
Cost of Revenue			33,561			—			33,561			—
Gross Profit			120,528			—			315,397			—
Operating Expenses
Professional Fees			70,313			105,859			150,124			128,511
Salary Expense			363,152			77,759			696,283			91,614
General and Administrative			155,321			116,799			391,922			138,091
Total Operating Expenses			588,786			300,417			1,238,329			358,216
Loss from Operations			(468,258	)		(300,417	)		(922,932	)		(358,216	)
Interest Expense			(36,719	)		(3,531	)		(44,215	)		(5,099	)
Net Loss on Continuing Operations			(504,977	)		(303,948	)		(967,147	)		(363,315	)
Discontinued Operations
Loss from Operations of Discontinued Subsidiaries			—			(56,985	)		—			(192,258	)
Loss on Disposal of Discontinued Subsidiaries			—			(748,247	)		—			(748,247	)
Net Loss on Discontined Operations			—			(805,232	)		—			(940,505	)
Net Loss before Provision for Income Taxes			(504,977	)		(1,109,180	)		(967,147	)		(1,303,820	)
Provision for Income Taxes			3,055			—			—			—
Net Loss			(501,922	)		(1,109,180	)		(967,147	)		(1,303,820	)
Net Loss, Attributable to Non-controlling Interests			5,919			33,882			40,379			104,196
Net Loss after Taxes and Non-controlling Interests		$	(496,003	)	$	(1,075,298	)	$	(926,768	)	$	(1,199,624	)
Net Loss Per Share - Basic and Diluted
(Loss) from Continuing Operations		$	(0.01	)	$	(0.01	)		(0.02	)	$	(0.01	)
(Loss) from Discontinued Operations			—			(0.01	)		—			(0.01	)
Net (Loss) Per Share		$	(0.01	)	$	(0.02	)		(0.02	)		(0.02	)
Weighted Average Number of Shares Outstanding
During the Period - Basic and Diluted			60,652,099			50,106,330			60,350,451			50,106,330

See accompanying notes to financial statements.

2

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LIVINGVENTURES, INC. AND SUBSIDIARIES

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

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
AS OF JUNE 30, 2013

		Preferred Stock								Common stock
		$0.001								$0.001																Other								Company's								Total
		Par Value								Par Value								Additional								Comprehensive								Stockholders				Non-				Stockholders
		Number of								Number of								Paid-in				Subscription				Income /				Accumulated				Equity /				Controlling				Equity /
		shares				Amount				shares				Amount				Capital				Receivables				(Loss)				Deficit				(Deficiency)				Interests				(Deficiency)
Balance, December 31, 2012, Consolidated			—			$	—				59,621,330			$	59,621			$	2,615,771			$	(200,000	)		$	—			$	(2,172,581	)		$	302,811			$	2,937			$	305,748
Net Loss for the Period Ended June 30, 2013			—				—				—				—				—				—				—				(926,768	)			(926,768	)			(40,379	)			(967,147	)
																																											—
Subscriptions Receivable							—				—				—				—				168,082				—				—				168,082				—				168,082
Shares Issued for Cash			—				—				1,600,000				1,600				323,400				—				—				—				325,000				—				325,000
Balance, June 30, 2013, Consolidated			—			$	—				61,221,330			$	61,221			$	2,939,171			$	(31,918	)		$	—			$	(3,099,349	)		$	(130,875	)		$	(37,442	)		$	(168,317)

See accompanying notes to financial statements.

3

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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,
					Restated
		2013			2012
Cash Flows from Operating Activities :
Net Loss		$	(967,147	)	$	(1,303,820	)
Adjustments to Reconcile Net Loss to
Net Cash Provided by (Used in) Operations :
Post Acquisition Losses Attributable to Non-controlling Interests			—			(41,212	)
Loss on Discontinued Operations			—			940,505
Depreciation and Amortization			3,677			540
Change in Operating Assets and Liabilities:
(Increase) Decrease in Accounts Receivable			(13,427	)		199,193
(Increase)Decrease in Deferred Charges			46,785			(67,189	)
(Increase) in Deposits and Other Assets			103,839			(193,355	)
(Increase) Decrease in Restricted Cash-Bank in Trust			116,196			173,750
Decrease in Inventories			—			169,154
Increase in Accounts Payable and Accrued Expenses			106,594			(216,481	)
(Increase)in Liabilities Due to Acquisition of Subsidiaries			—			(302,293	)
Decrease in Liabilities Due to Disposal of Subsidiary			—			392,100
Net Cash Used in Operating Activities of Continuing Operations			(603,483	)		(249,108	)
Cash Flows from Investing Activities :
Purchase of Fixed Assets			(4,950	)		—
Net Cash Used in Investing Activities of Continuing Operations			(4,950	)		—
Cash Flows from Financing Activities :
Proceeds of Bank Loan			—			49,660
(Repayment) of Loan Payable			—			(95,809	)
Proceeds(Repayment) of Notes Payable			(59,029	)		582,560
Proceeds of Trust Fund Held			(116,196	)		—
Proceeds (Repayment) of Notes Payable-Related Party			265,000			(855,392	)
Proceeds from (Repayment) Shareholders' Advances			(8,473	)		216,569
Amount due to Affiliates			—			228,734
Proceeds from Accounts Payable- Shares to be issued			(125,000	)		100,000
Proceeds from Issuance of Share Capital			493,082			—
Net Cash Provided by(Used in) Financing Activities of Continuing Operations			449,384			226,322
Net (Decrease) in Cash Prior to Effect of Foreign Currency Transactions			(159,049	)		(22,786	)
Foreign Currency Exchange Rate on Cash Effect			—			—
Net Increase(Decrease) in Cash			(159,049	)		(22,786	)
Cash at Beginning of Year			170,744			54,978
Cash at End of Year		$	11,695		$	32,192

The Company paid interest of $15,845 and $5,062 during the six months ended June 30, 2013 and 2012, respectively. Additionally, the Company paid taxes of $13,660 and $3,410 in the 2013 and 2012 periods, respectively.

The Company acquired subsidiaries during the six ended June 30, 2012.  The acquisition was settled by an issuance of common shares.

See accompanying notes to financial statements.

4

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LIVINGVENTURES, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS GREEN GLOBAL INVESTMENTS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2013 AND 2012

NOTE 1.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A)

Organization

LivingVentures, Inc. ("LV"), formerly known as Green Global Investments, 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”), 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.

CommerCenters, LLC (“CC”) was incorporated under the laws of the State of Florida on September 6, 2007. CC is 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 is a wholly owned subsidiary of LV.

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.

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 subsidiaries, GGIA, CC, CCEB, LVM, LVD, ICMS-Canada, and ICMS-US, are hereafter referred to as the “Company”.

(B)

Discontinued Operations

On June 15, 2012, GGI 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, and was completed on June 15, 2012. CCRE’s assets in the transaction included its 100% shareholding in both of the Renewable Energy Enterprises (Shanghai) Co. Ltd (“REEC”) and the EEP Limited (“EEPL”).

China Clean and Renewable Energy Limited was incorporated under the laws of Hong Kong, China on April 19, 2006. CCRE was organized to provide consulting services on environmental protection projects in China.

Renewable Energy Enterprises (Shanghai) Co. Ltd. was incorporated under the laws of the People’s Republic of China on February 27, 2008. REEC was organized to provide renewable energy products and equipment in China.

5

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LIVINGVENTURES, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS GREEN GLOBAL INVESTMENTS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2013 AND 2012

EEP Limited was incorporated under the laws of Hong Kong, China on March 23, 2009. EEPL was organized to market and distribute products and equipment that are environmentally friendly and energy-efficient in China.

The results of CCRE and its subsidiaries’ operations are presented as discontinued operations and prior period amounts have been recast for discontinued operations.

(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.

The foregoing financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission. In management’s opinion, all material adjustments (including normal recurring items) have been made, which are necessary for fair financial statements presentation.

(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 provision for doubtful accounts provided as of June 30, 2013 and 2012.

(H)

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.

(I)

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, 2013 and 2012, there were no common share equivalents outstanding.

6

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LIVINGVENTURES, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS GREEN GLOBAL INVESTMENTS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2013 AND 2012

(J)

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.

(K)

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 life. The Company uses a three to seven-year life for various office equipment.

(L)

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.

(M)

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.

(N)

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.

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

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.

7

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LIVINGVENTURES, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS GREEN GLOBAL INVESTMENTS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2013 AND 2012

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.

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			$	71,718
Accounts Receivable			51,314				42,976				624				282,712
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			$	1,260,017
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	)			(317,183	)
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.

8

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LIVINGVENTURES, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS GREEN GLOBAL INVESTMENTS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2013 AND 2012

NOTE 3.

PROPERTY, PLANT AND EQUIPMENT

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

					Estimated Useful Life
Office Equipment		$	45,486		3-7 years
Less: Accumulated Depreciation			32,492
		$	12,994

Depreciation and amortization expense was $3,677 and $540 for the periods ended June 30, 2013 and 2012, respectively, and is included in General and Administrative expense in the accompanying Statements of Operations.

NOTE 4.

BANK LOANS

Bank loans payable as of June 30, 2013 consisted of:

Note payable, United Midwest Savings Bank		$	49,660
Note payable, CNL Bank			245,334
		$	294,994

The United Midwest Saving Bank note payable had an original balance of $200,141 and has from time to time been paid down to a balance of $49,660. The note bears interest at the rate of 2.5% over the bank prime rate (currently 3.25%) but with a floor of 6.0%. The note is personally guaranteed by a principal of the Company. As the Company considers this a demand note instrument, it is reflected in its consolidated balance sheets as a current liability.

The CNL Bank note payable is a demand note providing for a line of credit of up to $250,000, principally intended to fund the operations of the CCEB subsidiary. It bears interest at the rate of 7.0%. This note is also personally guaranteed by a principal of the Company as well as its subsidiary, CCEB. As this instrument is a demand note, it is also reflected in the consolidated balance sheets as a current liability.

NOTE 5.

NOTES PAYABLE

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 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, 2013 amounted to $54,228 and that by ICMS-US to $49,978.

NOTE 6.

RELATED PARTY TRANSACTION

In September 2012 and through June 2013, 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 total $735,827, bear interest at the rate of 5% and are due one year from the date issued.

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 $75,793 at June 30, 2013.

9

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LIVINGVENTURES, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS GREEN GLOBAL INVESTMENTS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2013 AND 2012

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, 2013, the company owed to this former subsidiary $242,786, included as due to affiliates in the accompanying consolidated balance sheet. 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.

NOTE 7.

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 June 30, 2013, the Company issued 3,800,000 shares under this offering.

In addition, the Company issued 32,841,330 shares in connection with business acquisitions. (See NOTE 2).

NOTE 8.

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, 2013, the Company has provided a 100% reserve against any potential future tax benefits due to the uncertainty of their future realization.

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

Generally, the Company intends to indefinitely reinvest undistributed earnings of certain of its foreign subsidiaries outside the U.S. As a result, the Company has not provided for U.S. income taxes on undistributed foreign earnings at June 30, 2013. At this time, the Company intends to permanently reinvest these earnings in the future growth of its foreign businesses.

NOTE 9.

EARNINGS (LOSS) PER SHARE

As there are no common shares equivalents outstanding, the calculation of earnings (loss) per share is solely based upon the weighted average number of shares outstanding during the respective periods presented. Therefore, both basic and diluted earnings (loss) per share were calculated utilizing the weighted average shares of 60,350,451 and 50,106,350 outstanding as of June 30, 2013 and 2012, respectively.

The weighted shares amounts reflect the shares issued for acquisitions (NOTE 2) and from the private placement of new shares (NOTE 7).

NOTE 10.

COMMITMENTS

In 2010, the Company’s CCEB subsidiary entered into a joint venture agreement with American Dream Fund (“ADF”), of Los Angeles, California. ADF owns and operates Regional Centers in Los Angeles, California; Las Vegas, Nevada; and Portland, Oregon. The agreement, as amended, expired in May 2013 and the parties are presently negotiating an extension of the agreement for a mutually agreed upon period. The agreement does not create a separate legal entity, but instead creates a marketing fund that will be initially funded by the Company and used by ADF to market investment opportunities in Asia related to the Company’s proposed Regional Center, as well as the existing Regional Centers of ADF. The Company committed $200,000 annually to the fund over a two-year period to cover marketing expenses in Asia. The terms of the agreement state that ADF and the Company will share a 20-25% profit participation, as defined in the agreement, in their respective projects which commenced during the term of the agreement.

10

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LIVINGVENTURES, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS GREEN GLOBAL INVESTMENTS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2013 AND 2012

Amounts paid into the fund by the Company are to be reimbursed only in the event that projects are created from any of the Regional Centers. A certain percentage of the administrative fee collected by the Regional Centers will be committed to the repayment of these amounts to the Company as well as the replenishment of the marketing fund. In the event that the Agreement is not extended at its expiration date, the Company will continue to receive the reimbursement payments as described in the Agreement from projects created during the period of the agreement as well as subsequent to the expiration. Because the Company bears the risk of loss associated with the Agreement and is not guaranteed reimbursement of the amounts funded, the amounts are expensed by the Company as incurred.

NOTE 11.

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 March 31,						For the Six Months Ending June 30
		2013			2012			2013			2012
Revenue from External Customers:
Property and Facility Management		$	194,869		$	—		$	154,089		$	—
Real Estate			—			—			—			—
Total		$	194,869		$	—			154,089			—
Interest Expense:
Property and Facility Management		$	2,736		$	—		$	2,239			—
Real Estate			4,760			1,568			4,600			3,531
Total		$	7,496			1,568			6,839			3,531
Depreciation and Amortization:
Property and Facility Management		$	1,519		$	—			1,274			—
Real Estate			481			—			403			540
Total		$	2,000		$	—		$	1,677		$	540

NOTE 12.

DISCONTINUED OPERATIONS

See Note 1. (B) for a discussion of the Company’s discontinued operations. The operations of the discontinued business of CCRE and subsidiaries, presented for the period ended June 30, 2012, are summarized as follows:

Revenue		$	2,112,909
Cost of Revenue			(1,984,830	)
Gross Profit			128,079
Operating Expenses			(261,563	)
Loss from Operations			(133,484	)
Interest Expense, Net			(58,774	)
Net Loss		$	(192,258	)

NOTE 13.

GOING CONCERN

The Company sustained an accumulated net loss of $3,099,349 for the period from December 17, 1999 (inception) to June 30, 2013. 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.

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LIVINGVENTURES, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS GREEN GLOBAL INVESTMENTS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2013 AND 2012

NOTE 14.

SUBSEQUENT EVENT

On July 11, 2013, the Company entered into and closed a Purchase and Sale Agreement (the “Agreement”) with Richard A. Asta, as Nominee for certain Purchasers (the “Buyer”) whereby the Buyer purchased, and the Company sold, one hundred percent (100%) of the Membership interests owned by the Company in CommerCenters, LLC (a Florida limited liability company) for total consideration in the sum of $100,000. The sale included CommerCenters, LLC’s interest in Orlando EB5 Investments.  The Company expects to report a gain from the sale in the third quarter of 2013.

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ITEM 2.

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

Overview and History

The Company is a smaller reporting Company as described by the Rules of the Securities and Exchange Commission Regulations. For a further disclosure of the Company and its operations see Note 1 of the financial statements for the period ended June 30, 2013 included in this quarterly report on Form 10-Q as well as the Company’s annual reports on Form 10-K and 10-K/A for the year ended December 31, 2012.

LivingVentures, Inc. (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.

Initially, our focus was on providing consultancy and advisory services related to clean energy development projects in China. Due to the competitive environment in clean energy consulting in China, our business focus shifted to formulating, marketing and distributing energy efficient and PC/ABS substitutable resin products in China. Following the recent global economic recession, the Company exited this business in June 2012, as discussed below.

Also during this period, the management of LV developed a business structured around the capital markets in Asia. On July 6, 2010, the Company formed a 100% subsidiary, now called GGI (Asia) Limited (“GGIA”). GGIA’s main business is to build critical strategic relationships in the Asian capital markets, which in turn will provide funding for future investment projects to be undertaken by the Company. A capital markets’ support business is, in management’s view, a less capital intensive but expandable business strategy for LV in Asia. In addition, GGIA will support LV’s efforts under the U.S. EB-5 Visa Program, discussed more fully below.

Due to the then global economic turmoil and limited financial resources, management was progressively looking for readjusting its strategic focus to allow the Company to diversify into other potential geographic and business areas.

In February 2013, the Company’s name change to LivingVentures, Inc. 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 business acquisitions it made in 2012, as described below.

Acquisitions of CommerCenters, LLC and International Care Management Services

As part of its effort to expand the Company’s business focus, 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 formed as 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. Its 50%-owned subsidiary, CommerCenters EB5 Regional Center Investments, LLC (“CCEB”) d/b/a Orlando EB5 Investments, was formed to operate as a Regional Center through the U.S. Citizenship and Immigration Service’s EB-5 Program. The acquisition allowed LV to diversify its business from marketing and distributing energy efficient products in China into initially the acquisition, development and operation of senior housing properties, by utilizing CC’s real estate, development and capital markets expertise.

To further this strategy, 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”). These businesses provide management and consulting services to the senior housing industry.

Also in connection with the ICMS 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.

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With the completion of the integration of ICMS into the Company, the activities of CC have been largely assumed by LivingVentures Development.  In addition, the Company has developed relationships with several new financing sources since its acquisition.  Accordingly, the Board of Directors has decided to sell its interest in Orlando EB5 Investments and its manager, CommerCenters, LLC.  In July 2013, the Company sold these entities to minority investors for a total consideration of $100,000.  For further details see the information filed with Form 8-K on July 17, 2013.

Disposal of China Clean and Renewable Energy Limited

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. The disposal allowed the Company to divest from an uncertain market to concentrate on its newly formed senior housing business in North America.

As the sale of CCRE was concluded on June 15, 2012, the operations of the energy efficient segment was completely discontinued in the second quarter ended June 30, 2012. Overall, this discontinued business segment generated revenues of $2,112,909 from the distribution of the products during 2012 until it was closed. The corresponding cost of sales amounted to $1,984,830, or 93.9% of the total sales. Its financial position and results of its operations in the corresponding 2012 period reflected herein have been treated as discontinued operations.

Business

LivingVentures Senior Housing Business

Following the acquisition of ICMS, LV remains a publicly-traded, Florida based company, but with a strong focus on the acquisition, development and operation of senior housing communities. The Company’s core mission in this sector is to provide a hospitality model (not an institutional one) for the residents of its seniors housing communities. The Company believes that this will be a critical point of differentiation to other companies that are active in this industry today.

Under its branding “LivingVentures”, the Company will seek to build an increasing portfolio of properties under management and services. Other services provided by LivingVentures include: site selection; due diligence; feasibility and market studies; building design consultation; human resources consultation; pre-opening and on-going marketing services. The Company presently manages and/or provides services to approximately 1,000 beds and expects to grow rapidly based upon the many opportunities being presented to LV and its experienced management team. The management of ICMS has extensive experience in the senior housing industry having collectively managed well over 30,000 units.

The majority of the approximately 1,000 beds that LV has under management and other services today are in Ontario, Canada, following its acquisition of ICMS in September 2012. While it continues to provide services to all the acquired units, ICMS has been retained as manager for only approximately 200 units.  ICMS fully expects to replace these units later this year with other management opportunities in Canada.

The Company has two communities under management and LV plans to expand this number rapidly through the strategies outlined above, from industry referrals and from the possible future acquisition of other senior housing management companies. LV and its clients are presently in negotiations or under contract for management of up to an additional 1,300 beds in North America.

The Company sees the ICMS acquisitions as central to its mission to become a leading senior housing management company with a resident-centric service model. The Company will also continue to identify compatible acquisitions, development opportunities and mergers, joint ventures and financing opportunities for seniors housing properties. This will provide the Company further opportunities for management of senior housing communities.

To this end, the Company’s strategy is to partner with capital providers to acquire properties and then manage or lease the businesses for or from the acquirer. The capital providers will likely be real estate investment trusts or private equity funds. Regarding its acquisition strategy, LV is presently pursuing approximately 10 properties in the short-term, with a real estate investment trust capital partner. The properties are located in Florida, U.S.A. and parts of Canada. The Company hopes to have several of these targeted opportunities under contract in the third and fourth quarter of 2013.

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The second part of LV’s strategy is to develop facilities in North America in partnership with capital partners. Each development is expected to have 120 units, of which 72 are assisted living and 48 are memory care. After construction and opening, the Company will be the operator of each facility and have an ownership interest in each.

LV’s development strategy includes a site under contract for future development in Ocoee, Florida. It will be developed with joint venture co-development partners. The financing of these development opportunities will come from bond financing provided through an investment bank.

LV will differentiate itself from its competitors through its fully-integrated approach in entering the senior housing industry; its strong operations management team; its hospitality approach to its residents; and by its capital market strength through strategic relationships enjoyed by its Asia subsidiary, its North America capital partners and other sources. Furthermore, the expanded in-house management expertise after its acquisitions will allow LV to source and execute unique value adding opportunities.

Operational Challenges

In view of our limited operations, net losses, working capital deficiency and cash needed in future operations, our independent certified public accounting firm, in their audit report covering the period through December 31, 2012, has expressed a substantial concern about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon whether or not we could generate sufficient revenues through the execution of our business plan for the funding of our operations. We shall monitor and review our position from time to time and exercise our best effort to secure the necessary financing to meet our obligations as they become due.

We plan to continue to provide for our capital requirements through the sale of equity securities. The Company is currently in the process of a private placement of up to $6 million of common equity shares. The Company has begun to receive new funding from this private placement effort. We remain reasonably optimistic about our prospects, but cannot assure that we will be successful in raising all of the necessary working capital. 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, 2013, the Company sustained a net loss of $501,922 and $967,147 respectively, compared to a net loss of $1,109,180 and $1,303,829 for the comparable periods in 2012.

During the three months and six months ended June 30, 2013 net revenues were $154,089 and $348,958 compared to nil for the comparable period in 2012. The increase in sales for the three months and six months ended June 30, 2013 is attributed to the acquisitions made by the Company in late 2012. Our real estate division did not record any sales for the three months and six months ended June 30, 2013 and all revenues came from the property management division.

The total operating expenses for the three and six months ended June 30, 2013 were $588,786 and $1,238,329 compared to $300,417 and $358,216 for the corresponding period in 2012. The change reflects the incorporation of the operating expenses of the senior housing management companies acquired in late 2012. Total operating expenses in the areas of professional fees, general and administrative expense and salary expense for the three and six months ended June 30, 2013, rose due to increased staffing, acquisition expenses, public company costs and office expansion. The largest increase was in salary expense, which grew to $696,283 during the current period, as compared with only $91,614 in 2012. The staff required in the senior housing management division represents the most important factor.

During the three and six months ended June 30, 2013 professional fees were $70,313 and $150,124 compared to $105,859 and $128,511 in the same period of 2012. 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 increase in professional fees for the six months ended June 30, 2013, reflected the increased cost of compliance and legal fees associated with our recent organizational changes.

Our general and administrative expenses for the three months and six months ended June 30, 2013, were $155,321 and $391,922 respectfully and only $116,799 and $138,091 for the three months and six months ended June 30, 2012 respectfully. The increases reflected our heightened activity level attributed to the business combinations. Our general and administrative expenses consisted of ordinary business expenses, including bank charges, rent, travel and entertainment related to business development and capital-raising, as well as certain advertising expenses.

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For the remainder of 2013, we anticipate an increase 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. However, we shall maintain our rationalization effort in controlling our expenses to remain as efficient as possible in light of our financial resources.

Liquidity and Capital Resources

As of June 30, 2013, we had a deficit in working capital of $2,356,950 as compared to a deficit of $1,881,612 at December 31, 2012. The negative change of $475,338 in working capital mainly reflects the net loss of $967,147 we sustained in the operations for the six months ended June 30, 2013, partially offset by new capital invested or secured during the period. The change in working capital was comprised of a decrease in cash balances of $159,049, an increase in accounts receivable of $13,427, decreases in various deposits and deferred charges of $150,624, and increases in notes payable of $205,971, a decrease in advances from shareholders of $8,473, and increases in accounts payable and accrued expenses of $18,406.

Net cash used in operating activities for the six months ended June 30, 2013 increased to $603,483, as compared to $249,108 for the period ended in 2012.

Net cash provided by financing activities for the six months ended June 30, 2013 was $449,384 (largely represented by issuance of shares and related party loans) as compared with $226,322 (principally representing various debt financing) for the six months ended June 30, 2012.

We are not currently bound by any long or short-term agreements for the purchase or lease of capital expenditures. To date we have paid for any needed additions to our capital equipment infrastructure from new capital raised, and anticipate this being the case in the future.

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.

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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

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SIGNATURES

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

	LivingVentures, Inc.
	By:	/s/ C. Geoffrey Hampson
		C. Geoffrey Hampson, Executive Chairman
		Date: August 14, 2013

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