Attached files
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| EX-31.1 - RULE 13A-14(A) CERTIFICATION - LD HOLDINGS, INC. | exh311.htm |
| EX-32.1 - RULE 13A-14(B) CERTIFICATION - LD HOLDINGS, INC. | exh321.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, 2015
[ ] 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)
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Nevada
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98-0335555
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(State of Incorporation)
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(IRS Employer Identification No.)
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1070 Commerce Drive
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Building II, Suite 303
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Perrysburg, OH
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43551
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(Address of principal executive office)
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(Zip Code)
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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 16, 2015, 25,280,351 shares of Common Stock issued and outstanding, and 974,156 Preferred Stock issued and outstanding.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
1
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LD Holdings, Inc.
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Consolidated Balance Sheets
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September 30,
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December 31,
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2015
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2014
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(unaudited)
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Assets
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Current Assets
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Cash
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$
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8,653
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$
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151
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Prepaid expenses
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23,222
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20,625
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Total Current Assets
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$
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31,875
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$
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20,776
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Liabilities and Stockholder's Impairment
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Current Liabilities
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Accounts payable and accrued expenses
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$
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2,110,731
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$
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2,104,842
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Accrued interest payable
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161,301
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152,800
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Accrued interest payable - related parties
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673,535
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618,865
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Promissory notes payable; net of debt discount of $6,810 and $0
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351,087
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147,897
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Promissory notes payable - related parties
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2,056,419
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2,084,543
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Total Current Liabilities
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5,353,073
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5,108,947
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Commitments and Contingencies
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Stockholders' Impairment
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Preferred stock, par value $0.001; 974,156 shares authorized, issued and outstanding
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9,742
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9,742
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Common stock, par value $0.001; 25,280,351 and 24,460,351 shares, respectively, authorized, issued and outstanding
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25,280
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24,460
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Additional paid in capital
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4,510,370
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4,424,633
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Accumulated deficit
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(9,866,590
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)
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(9,547,006
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)
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Total Stockholders' Impairment
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(5,321,198
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)
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(5,088,171
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)
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Total Liabilities and Stockholders' Impairment
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$
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31,875
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$
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20,776
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The attached notes are an integral part of these consolidated financial statements.
2
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LD Holdings, Inc.
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Consolidated Statements of Operations
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(unaudited)
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Three Months Ended
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Nine Months Ended
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September 30,
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September 30,
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2015
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2014
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2015
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2014
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Sales - related party
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$
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15,000
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$
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15,000
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$
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45,000
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$
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45,000
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Cost of Sales
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4,800
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6,000
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14,400
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18,000
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Gross Profit
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10,200
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9,000
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30,600
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27,000
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Selling, General &
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Administrative Expenses
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76,100
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71,048
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288,253
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212,386
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Operating Loss
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(65,900
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)
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(62,048
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)
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(257,653
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)
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(185,386
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)
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Other Income (Expense)
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Interest expense
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(19,796
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)
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(17,785
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)
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(61,931
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)
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(53,357
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)
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Total Other Income (Expense)
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(19,796
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(17,785
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(61,931
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(53,357
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Loss from continuing operations
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(85,696
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(79,833
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(319,584
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(238,743
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)
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Loss from discontinued operations
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-
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-
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-
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(25,164
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Net Loss
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$
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(85,696
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$
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(79,833
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$
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(319,584
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)
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$
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(263,907
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)
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Loss from continuing operations
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$
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-
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$
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-
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$
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(0.01
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)
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$
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(0.01
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Loss from discontinued operations
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$
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-
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$
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-
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$
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-
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$
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-
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Loss per share, basic and diluted
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$
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-
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$
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-
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$
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(0.01
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$
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(0.01
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)
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Weighted Average Common Shares Outstanding
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25,280,351
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24,385,351
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25,250,241
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24,385,351
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The attached notes are an integral part of these consolidated financial statements.
3
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LD Holdings, Inc.
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Consolidated Statements of Cash Flows
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(unaudited)
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Nine Months Ended
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September 30,
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2015
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2014
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Cash Flows From Operating Activities:
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Net Loss
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$
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(319,584
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$
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(263,907
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)
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Adjustments to Reconcile Net Loss to Net Cash Used by Operating Activities
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Operating Activities:
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Depreciation
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-
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2,629
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Shares issued for services
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78,340
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49,111
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Amortization of debt discount-beneficial conversion features
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1,407
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-
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Changes in Operating Assets and Liabilities
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Inventory
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-
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5,080
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Prepaid Expense
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(2,597
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-
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Accounts payable and accrued expenses
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5,889
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92,570
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Accrued interest payable
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8,501
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3,368
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Accrued interest payable - related parties
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54,670
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50,326
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Net Cash (Used) by Operating Activities
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(173,374
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(60,823
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| Cash Flows From Financing Activities | ||||||||
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Proceeds from notes payable
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210,000
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-
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Advances from (repayments to) related party
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(28,124
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60,933
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Net Cash Provided by Financing Activities
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181,876
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60,933
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Net Increase in Cash and Equivalents
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8,502
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110
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Cash and Equivalents at Beginning of Year
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151
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-
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Cash and Equivalents at End of Year
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$
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8,653
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$
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110
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Supplemental Disclosure of Cash Flow Information:
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Cash paid during the year for:
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Interest
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$
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-
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$
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-
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Income taxes
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$
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-
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$
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-
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| Non Cash Financing and Investing Activities | ||||||||
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Settlement of lease obligations by abandonment of property
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$
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-
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$
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8,100
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Recognition of debt discount from beneficial conversion features
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$
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8,217
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$
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-
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The attached notes are an integral part of these consolidated financial statements.
4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1.Basis of Presentation
The accompanying financial statements included herein have been prepared in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC").
The condensed balance sheet at December 31, 2014 was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. The other information in these condensed financial statements is unaudited but, in the opinion of management, reflects all adjustments necessary for a fair presentation of the results for the periods covered. All such adjustments are of a normal recurring nature unless disclosed otherwise. These condensed financial statements, including notes, have been prepared in accordance with the applicable rules of the Securities and Exchange Commission and do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. These condensed financial statements should be read in conjunction with the financial statements and additional information as contained in our Annual Report on Form 10-K for the year ended December 31, 2014.
2. 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. and Preferred Concrete Placement, Inc. The Company is located in Perrysburg, Ohio. The Company plans to acquire companies in a three (3) state area and then eventually roll out nationally. In October 2010, as part of a broader plan, the Company opened the first of a series of diners it plans to open in the Midwest.It closed its diner in Monroe, Michigan at the end of August, 2011 and opened a new diner in Toledo, Ohio in October 2011. The diners catered to the baby boomer generation with a family orientation. In early 2014, the last of the diners closed.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure ofcontingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Fair Value of Financial Instruments
The fair values of accounts payable and other short-term obligations approximate their carrying values because of the short-term maturity of these financial instruments. Cash and Cash Equivalents for the purpose of the statements of Cash Flows, Cash Equivalents include time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of the three
(3) months or less.
3. 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 $319,584 during the nine months ended September 30, 2015. Also, as of September 30, 2015, the Company had $8,653 in cash, and current liabilities exceeded its current assets by $5,321,198. These matters raise substantial doubt about the Company's ability to continue as a going concern.
Management's plans include raising additional funding from debt and equity transactions that will be used to acquire point of sale outlets that should in turn increase 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.
5
4. 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 was $22,500 and $22,500 for the nine months ended September 30, 2015 and 2014, respectively.
5. Stockholders' Impairment
During the first quarter of 2015, the Company issued 820,000 shares to four (4) individuals as compensation for services rendered to the Company. The total compensation was valued at $0.28 per share based on the commitment date share value. At September 30, 2015, a balance of $19,472 in these fees was recorded as a prepaid expense.
On March 16, 2015 the company entered into an agreement with an individual consultant to develop marketing, sales, business development and communication service. The agreement was subsequently cancelled in June 2015.
On December 1, 2014, LD Holdings, Inc. entered into an agreement with an Investment Banking firm and issued 75,000 shares as compensation. The total compensation was valued at $0.30 per share based on the commitment date share value. For the nine months ended September 30, 2015, $16,875 was recorded as consulting expense, and $3,750 was in prepaid expenses.
On November 15, 2013, LD Holdings, Inc. signed a consulting agreement with an Independent Consultant. Under this agreement, the Consultant, will provide services through his investment website, blog and personal contacts to promote the Company's common stock and assist in the promotion and fundraising activities in exchange for 100,000 shares of the Common Stock of the Company. The agreement was through December 31, 2014. The Company recognized $37,500 in consulting expense under the contract for the nine months ended September 30, 2014.
On July 15, 2015, the Directors of LD Holdings, Inc., signed a corporate resolution to reduce the number of authorized preferred shares, $0.001 par value, to 974,156 and the number of authorized common shares, $0.001 par value, to 25,840,351. Although the exercise or conversion of dilutive instruments would require share issuances in excess of the authorized common share limit, the Chief Executive Officer has a majority share ownership and therefore the share issuances are within the control of the Company.
6. Convertible Notes
In March 2015, the Company issued a total of $17,500 in promissory notes payable to shareholders. In the second and third quarters of 2015, the Company issued $75,000 and $117,500, respectively, additional promissory notes payable. The notes bear interest at 10% per year, compounded annually and payable quarterly. The notes mature on December 31, 2017. The Company may prepay the notes upon written notice to the holders. The notes are convertible at any time by the holder at a conversion price of $0.25 per share. Based on this fixed conversion ratio on the respective commitment dates, the Company recognized a debt discount of $8,217 for the beneficial conversion feature underlying certain of these notes. Any accrued interest may also be converted at the fixed conversion price; therefore it represents a contingent beneficial conversion feature. A total of $1,407 was amortized to interest expense during the nine months ended September 30, 2015.
The promissory notes payable were due to have paid interest quarterly. The interest had been accrued, however, the first interest payments have not been remitted as of October 15, 2015 and are in default in the second and third quarters of 2015.
6
Item 2. 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 its business plan, we will have to raise capital. If we are unsuccessful in raising capital, our business will not grow.
Critical Accounting Policies
The Company does consulting work for Capital First Management Inc. by sourcing clients for Capital First Management and uses its shareholder base and other leads to help build Capital First's website nanocapnation.com. The Company also consults with Capital First's other businesses. The services are performed under contract and revenue is recognized as services are performed.
Corporate Strategy
LD Holdings, Inc., (symbol LDHL), has developed 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 makes it difficult to raise funds privately from anyone but friends and 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, would 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.
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 the next section, the company has developed a 4-Step Process in which to accomplish its plans.
The company is establishing an Area Sales Director Business Model in a three state area (Ohio, Michigan and Indiana) initially. If this three state model proves successful, a national rollout would follow.
7
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 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:
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1*
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There will be a need for Marketing, Sales and other Business Services to prepare the businesses for sale.
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2*
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There will be a need for buyers for these businesses.
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3*
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There will be a need for entrepreneur managers to manage these businesses.
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4*
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There will be a need for the financing of these businesses.
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LD Holdings, Inc., as a Financial and Management Holding Company, will take advantage of this opportunity and manage the portfolio companies in which LD Holdings, Inc. will have varying percentages of ownership.
LD Holdings, Inc. will concentrate on businesses with sales between $2 million and $20 million and EBIT between $500,000 and $3 million. This is where the real void exists. 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. A lack of liquidity makes it difficult to raise funds privately from anyone but friends and relatives.
LD Holdings, Inc. will provide 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* LD Holdings, Inc. maintains 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* LD Holdings, Inc. 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* LD Holdings, Inc. 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.
Boomer's Diner, Inc., a Michigan corporation and wholly owned subsidiary of LD Holdings, Inc. (LDHL), opened for business in Monroe, Michigan in October, 2010. On August 28, 2011, the company closed its Monroe, Michigan diner, and on October 17, 2011, the company opened a Boomers Diner in Toledo, Ohio. In January 2014, the Company closed its Toledo, Ohio diner.
This subsidiary's business plan complements 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.
8
Three and Nine Months Ended September 30, 2015, and 2014
For the three and nine months ended September 30, 2015 and 2014, LD Holdings had revenues of $15,000 and $15,000, and $45,000 and $45,000, respectively, all from a related party. For the three and nine months ended September 30, 2015 and 2014, LD Holdings incurred cost of sales of $4,800 and $6,000, and $14,400 and $18,000, respectively. LD Holdings had a working capital shortage and did not emphasize current operations. 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, 2015 and 2014 LD Holdings incurred selling, general and administrative expenses of $76,100 and $71,048, and $288,253 and $212,386, respectively, of which $30,000 and $30,000, and $90,000 and $90,000, respectively, represents the fee for the services of John R. Ayling, Chairman and CEO. Mr. Ayling's 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 increase in operating expenses was due to stock-based compensation under new consulting arrangements incurred during the nine months September 30, 2015. The total operating expenses resulted in an operating loss from continuing operations for the three and nine months ended September 30, 2015 and 2014 of $65,900 and $62,048, and $319,584 and $238,743, respectively. Funding of these expenses was from short term loans from principal shareholders and the issuance of common stock.
For the three and nine months ended September 30, 2015 and 2014, LD Holdings incurred interest expense of $19,796 and $17,785, and $61,931 and 53,357, respectively. Interest expense was accrued, and will be paid when the operations of the company permit payment.
Liquidity and Capital Requirements
LD Holdings had a working capital deficit, at September 30, 2015, of $5,321,198. The working capital requirements of LD Holdings have been funded primarily with loans from shareholders and through the issuance of common stock.
LD Holdings is seeking additional financing to continue developing 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, 2015 was made under the supervision of John R. Ayling, the Chairman/Chief Executive Officer/Chief Accounting 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.
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Part II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Unregistered sales of equity securities and use of proceeds.
In the First Quarter of 2015, the Company sold $17,500 of Convertible Promissory Notes in a Private Placement to four (4) existing shareholders. In the Second Quarter of 2015, the Company sold $75,000 of Convertible Promissory Notes in a Private Placement to eleven (11) existing shareholders. In the Third Quarter of 2015, the Company sold $117,500 of Convertible Promissory Notes in a Private Placement to thirteen (13) shareholders.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
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Item 6.
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Exhibits
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31.1
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Rule 13a-14(a) Certification
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32
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Rule 13a-14(b) Certification
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101.ins
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XBRL Instance
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101.xsd
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XBRL Schema
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101.cal
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XBRL Calculation
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101.def
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XBRL Definition
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101.lab
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XBRL Label
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101.pre
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XBRL Presentation
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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.
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LD Holdings, Inc.
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Date: November 16, 2015
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/s/ John R. Ayling
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John R. Ayling,
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Chairman/Chief Executive Officer/Chief Accounting Officer
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11