UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

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

For the fiscal year ended December 31, 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 211 Fort Myers, FL 33908  (Address of principal executive offices)	33908 (Zip Code)

(239) 437-0022

(Registrant’s telephone number, including area code)

Securities registered under Section 12(b) of the Act:

Title Of Each Class	Name Of Each Exchange On Which Registered
None	Not applicable

Securities registered under Section 12(g) of the Act:

Common Stock, par value $.001 per share

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes   þ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨ Yes   þ No

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 þ   No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company:

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

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked prices of such common equity, as of the last business day of the registrant's most recently completed fiscal year: $4,295,609.

Indicated the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.  63,645,330 shares of common stock are issued and outstanding as of April 11, 2014.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933.

None.

TABLE OF CONTENTS

		Page No.
	Part I
Item 1.	Business.	1
Item 1A.	Risk Factors	5
Item 1B.	Unresolved Staff Comments.	7
Item 2.	Properties.	7
Item 3.	Legal Proceedings.	7
Item 4.	Mine Safety Disclosures.	7
	Part II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	8
Item 6.	Selected Financial Data.	8
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operation.	9
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	11
Item 8.	Financial Statements and Supplementary Data.	11
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.	11
Item 9A.	Controls and Procedures.	11
Item 9B.	Other Information.	11
	Part III
Item 10.	Directors, Executive Officers and Corporate Governance.	12
Item 11.	Executive Compensation.	17
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	22
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	22
Item 14.	Principal Accountant Fees and Services.	23
	Part IV
Item 15.	Exhibits, Financial Statement Schedules.	24

AVAILABLE INFORMATION

Our principal executive offices are located at 9681 Gladiolus Drive, Suite 211, Fort Myers, FL 33908, and our telephone number at this location is (239) 437-0022. We file annual, quarterly and other reports and other information with the Securities and Exchange Commission. You may read and copy any materials we file with the Commission at the Securities and Exchange Commission's Public Reference Room at 100 F Street, NE., Washington, DC 20549, on official business days during the hours of 10 a.m. to 3 p.m. You may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding us that we file electronically with the Commission.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This report contains forward-looking statements. These forward-looking 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, our ability to successfully implement our strategic initiatives, economic, political and market conditions and fluctuations, government and industry regulations, interest rate risk, rivalry competition, and other factors. Most of the factors used in the forward looking statements 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 and readers should carefully review this report in its entirety, including the risks described in "Item 1A. - Risk Factors". 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. These forward-looking statements speak only as of the date of this report, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.

PART I

ITEM 1.

BUSINESS.

Overview and History

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

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

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

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

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

CC was a fully integrated, real estate investment and development firm, headquartered in Orlando, Florida. CC also owned 50% of CommerCenters EB5 Regional Center Investments, LLC (“CCEB”) d/b/a Orlando EB5 Investments, which was formed to operate as a Regional Center through the U.S. Citizenship and Immigration Service’s EB-5 Program. The acquisition was designed to provide the company with both real estate development expertise and access to low cost EB5 funding for senior housing projects in the US.  To allow the Company to focus its commitment to building a senior housing business the Company sold this entity on July 11, 2013 as more fully explained in NOTE 8 to the financial statements.

CommerCenters EB5 Regional Center Investments, LLC (“CCEB”), d/b/a Orlando EB5 Investments, is a Florida limited liability company formed in 2009 as a 50%-owned subsidiary of CC. Orlando EB5 Investments was formed with the purpose of operating as a Regional Center through the United States Citizenship and Immigration Service’s EB5 program.  The Company sold this entity on July 11, 2013 as more fully explained in NOTE 8 to the financial statements.

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

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

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

1

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

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

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

Organization

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

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

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

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

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

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

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

LivingVentures Senior Housing Business

LV is a publicly-traded, Florida based company, focused on the acquisition, development and operation of senior housing communities.

With more than 10,000 Americans turning 65 every day, the so-called “graying of America” is creating a growing void in the supply of quality Assisted Living and Memory Care facilities. The “Baby Boom” generation is discerning and demanding and the majority of existing supply will not meet their needs. Living Ventures has a unique management philosophy where the major emphasis is on Resident Satisfaction and Happiness. Management believes the opportunity to brand and differentiate Living Ventures under this “service based” model is significant.

The management team has been active in the Senior Housing industry for over 25 years and has managed between them over 15,000 units. Their experience includes acquiring, building and managing multiple large portfolios of Senior Living properties for companies such as London Life Insurance Company and BayBridge, an investee of the Ontario Teacher’s Pension Fund and Atria Communities. This experience has allowed the team to develop a unique strategy, management systems and operating procedures that differentiate Living Ventures from the competition. The Senior Team has many and diverse relationships in real estate, senior housing and finance industries with access to “off market “portfolios, development opportunities and sources of capital.

2

In the short term the Company plans to focus on opportunities where it does not have to invest its own capital and in the longer term plans to consider investing directly into individual projects, JV’s and strategic acquisitions. The Company generates revenue by entering into Management and Consulting arrangements whereby the Company earns project fees on new developments and recurring revenue from management of these new projects and other existing properties, while working with land owners, developers, equity investors and general contractors to develop new Senior Housing and Memory Care Facilities. Living Ventures expects to earn fees and in some cases, a “Carried Interest” in the equity returns of the project. Living Ventures also plans to enter into long term Leases of existing properties owned or acquired by third parties where LV would own the business. In the case of a lease arrangement, the properties typically generate positive cash flow immediately.

The company is building a brand under the name “LivingVentures” and increasing the number of properties and development projects where it is providing management and consulting services. The Company provides a variety of services to development projects including: site selection; due diligence; feasibility and market studies; building design consultation; human resources consultation; pre-opening and on-going marketing services.

The Company’s strategy is to identify development and acquisition opportunities and to partner with capital providers and developers to acquire or build the facilities. The Company plans to earn fees from the development and then provide long term day to day management of the facilities. In the long run, the company plans to invest in facilities for its own account.

Market Outlook

Several factors are driving the growth in the demand for new senior housing including the greying of the baby boomers and the aging of a large portion of the existing supply. Management believes there is a distinct advantage in the market by having newly developed seniors housing projects with modern amenities when compared to older properties.

As of June 2012, there were 2.9 million senior housing units in slightly less than 22,100 senior housing and care properties in the United States representing a total US capital investment between $250 and $270 billion. The 65+ age group is projected to increase from 13% of the US population in 2010 to 19.3% in 2030, doubling in size to 88.5 million. Increased demand and limited supply have caused occupancy rates to rise for seven consecutive quarters to 88.2% by the end of 2011 according to the National Investment Center for the Seniors Housing and Care Industry.

Cap rates for properties that include dementia units are in the 7 - 9% range. Assisted Living occupancies are expected to rise to 90% in 2014 with rents increasing to an average of $3,600 per unit per month. The 17th Annual Plan Sponsor Survey conducted by Institutional Real Estate Inc., ranked seniors housing as the most attractive commercial real estate property type for new investment in 2013. The increased interest among institutional investors in seniors housing is the result of increased transparency, demonstrated resiliency during the Recession, the burgeoning demographics, and the continued market recovery.

A large portion of the existing inventory of senior housing is more than 20 years old and does not have the modern amenities many seniors are looking for. There are several large players in the market such as Brookdale Senior Living, Emeritus Senior Living, and Sunrise Senior Care. Facilities are differentiated by age of the facility, management ability and philosophy, resident engagement and location.

Growth in the senior housing market is therefore poised to increase for many reasons. Long-term demographic trends will drive demand for seniors housing and that demand is growing as the population ages. Senior housing investments are increasingly becoming mainstream and are no longer just a niche product. This is an opportunistic commercial real estate category that should continue to grow given the current market conditions.

Moreover, Alzheimer’s disease is the leading cause of dementia in the elderly, and assets with dementia units are especially in high demand. In the U.S., 5.4 million people have Alzheimer’s disease with a new case added every minute. LV intends to have memory care provided in all communities that it develops. The Company’s experienced management team is expert in dealing with this form of care.

New development has lagged demand and the estimated need for senior housing units is projected to grow from 18,000 units per year in 2010 to up to 82,000 units per year by 2025.

3

Competition

Despite the limited new supply of senior housing units currently coming into the market, it is expected that over the longer term, there will be increasing competition from existing and new entrants into the industry. The Company plans to compete to manage communities owned by others based upon our experience in providing the highest quality care, our reputation and our industry relationships.

When the Company opens new facilities it has developed, these communities will compete with other senior housing providers based upon location, physical appearance, management philosophy, services offered and pricing.

LV plans to compete with other management companies, including large national ones. The Company plans grow the number of units under management through signing new third party management contracts and by being the sponsor for the development, construction and consequently the management of new projects. The senior housing management sector is dominated by several large national providers but the bulk of the business is highly fractured creating opportunities to grow the Company’s business by acquisition. It is estimated that there are less than 50 companies in the U.S. that manage at least 2,000 units.

Employees

As of April 9, 2014, LV had nine full time employees of which four are senior executives, three are in operations management, sales and marketing, and two in general administration. Five employees are based in the U.S. and three in Canada. Employee relations are strong in all offices of LV.

ITEM 1A.

RISK FACTORS.

An investment in our common stock involves a significant degree of risk. You should not invest in our common stock unless you can afford to lose your entire investment. You should consider carefully the following risk factors and other information in this prospectus before deciding to invest in our common stock.

RISKS RELATING TO BUSINESS OPERATIONS

WE HAVE A LIMITED HISTORY OF OPERATIONS UPON WHICH AN EVALUATION OF OUR FUTURE PROSPECTS CAN BE MADE. WE CANNOT ASSURE YOU THAT OUR BUSINESS MODEL WILL BE SUCCESSFUL IN THE FUTURE OR THAT OUR OPERATIONS WILL BE PROFITABLE.

We began operations in April 2006 and our initial activities were limited to the development of our business model and raising the initial capital to fund our early stage operations. Our operating results in future periods will include significant expenses, including marketing costs and administrative and general overhead expenses, which we will incur as we implement our business model, as well as increased legal and accounting fees we will incur as a public company and there are no assurances we will generate any revenues in future periods. As a result, unless we are able to generate enough recurring revenue to fund our operating expenses we are unable to predict whether we will report profitable operations in the future. There can be no assurances whatsoever that we will be able to successfully implement our business model, identify and provide successful services to our client companies, penetrate our target markets or attain a wide following for our services. We are subject to all the risks inherent in an early stage enterprise and our prospects must be considered in light of the numerous risks, expenses, delays, problems and difficulties frequently encountered in those businesses.

WE HAVE A HISTORY OF LOSSES AND AN ACCUMULATED DEFICIT. OUR FINANCIAL CONDITION HAS RAISED SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

We have a history of losses and an accumulated deficit of $4,613,874 as of December 31, 2013.

Our working capital was in a deficit of $1,851,848 at December 31, 2013, which is attributable to the net loss we sustained from operations. We cannot provide any assurance, however, that we will have sufficient working capital to pay our operating expenses until such time, if ever, that we generate recurring revenues in an amount sufficient to fund our company. If we are unable to fund our operating expenses, it is possible that we would be unable to continue as a going concern in which event you could lose your entire investment in our company.

4

WE MAY NEED ADDITIONAL FINANCING WHICH WE MAY NOT BE ABLE TO OBTAIN ON ACCEPTABLE TERMS. ADDITIONAL CAPITAL RAISING EFFORTS IN FUTURE PERIODS MAY BE DILUTIVE TO OUR THEN CURRENT SHAREHOLDERS OR RESULT IN INCREASED INTEREST EXPENSE IN FUTURE PERIODS.

If our efforts to attract prospective clients to our company are successful, of which there are no assurances, it is likely that we will be required to increase our staff which will increase our operating expenses. These additional operating expenses may be incurred prior to our receipt of any corresponding revenues from services to clients which could render our assumptions as to the sufficiency of our working capital incorrect. In that event, we may need to raise additional working capital to continue to implement our business model. The timing and amount of our future capital requirements, however, depend on a number of factors, including our operations, our ability to grow revenues, our ability to manage the growth of our business and our ability to control our expenses. If we raise additional capital through the issuance of debt, this will result in interest expense. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our company held by existing shareholders will be reduced and those shareholders may experience significant dilution. In addition, new securities may contain certain rights, preferences or privileges that are senior to those of our common stock. We cannot assure you that we will be able to raise the working capital as needed in the future on terms acceptable to us, if at all. If we do not raise funds as needed, we will be unable to fully implement our business model, fund our ongoing operations or grow our company. In that event, it is unlikely our company will be a success and we could be forced to curtail some or all of our operations.

BECAUSE OF THE LACK OF A LIQUID PUBLIC MARKET FOR OUR COMMON STOCK IT IS LIKELY THAT THE TERMS OF ANY FINANCING WE MAY BE ABLE TO SECURE WILL BE DETRIMENTAL TO OUR CURRENT SHAREHOLDERS.

Small businesses which lack a liquid public market for their securities can face significant difficulties in their efforts to raise equity capital. To date the Company has relied large shareholders, management and their relationships to raise the capital needed to fund operations. While there is no indication that will end, there can be no assurance that we will be successful utilizing these existing sources in future. The Company could be required to engage a broker-dealer to assist us in our capital raising efforts but there can be no assurance that the terms of financings offered by a broker-dealer will be favorable to existing shareholders. There can be no assurance that the Company will have access to the funds needed to execute the business plan.

WE ARE DEPENDENT ON OUR EXECUTIVE OFFICERS. THE LOSS OF THESE KEY PERSONNEL COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Our future success will be, to a certain extent, dependent upon the management, sales and marketing, and operational expertise of our executive officers. Although our wholly-owned subsidiary has entered into employment agreements with these individuals, we do not have key man insurance on any of these individuals and there are no assurances that they will remain employed by us or devote sufficient time and attention to our operations. If we should lose the services of one or more of these individuals, our ability to implement our business model might be in jeopardy which would have a material adverse effect upon our business, financial condition, and results of our operations in future periods.

5

RISKS RELATED TO HOLDING OUR SECURITIES

WE HAVE NOT VOLUNTARILY IMPLEMENTED VARIOUS CORPORATE GOVERNANCE MEASURES, IN THE ABSENCE OF WHICH, SHAREHOLDERS MAY HAVE MORE LIMITED PROTECTIONS AGAINST INTERESTED DIRECTOR TRANSACTIONS, CONFLICTS OF INTEREST AND SIMILAR MATTERS.

Recent Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or the NASDAQ Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges are those that address board of directors' independence, audit committee oversight, and the adoption of a code of ethics. While we have adopted certain corporate governance measures such as a code of ethics and established an Audit Committee, Nominating and Corporate Governance Committee, and Compensation Committee of our board of directors, we presently do not have any independent director. It is possible that if we were to have independent directors on our board, stockholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, in the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors, decisions concerning matters such as compensation packages to our senior officers and recommendations for director nominees may be made by the directors who have interests in the outcome of the matters being decided. Prospective investors should bear in mind our current lack of corporate governance measures and independent directors in formulating their investment decisions.

THE LACK OF AN INDEPENDENT INTERNAL CONTROL AUDIT MAY HAVE NEGATIVE IMPACTS ON INVESTORS’ CONFIDENCE; HENCE, HAMPER THE ABILITY TO RAISE CAPITAL.

As directed by Section 404 of the Sarbanes-Oxley Act of 2002, the Securities and Exchange Commission adopted rules requiring issuers to include a report of management on the company's internal controls over financial reporting in their annual reports for fiscal years ending on or after December 15, 2007. We have not included a management report or an attestation report of our registered public accounting firm regarding internal control over financial reporting in our annual report of December 31, 2013 pursuant to rule 33-9142 that permanently exempts registrants that are neither accelerated nor large accelerated filers as defined by Rule 12b-2 of the Securities and Exchange Act of 1934 from Section 404(b) internal control audit requirement. The lack of an independent internal control audit may lead some investors and others to lose confidence in the reliability of our financial statements; hence, our ability to obtain financing as needed could suffer.

YOU MAY FIND IT EXTREMELY DIFFICULT TO RESELL OUR SHARES. EVEN IF A PUBLIC MARKET IS ESTABLISHED, WE CANNOT GUARANTEE YOU THAT THERE BE ENOUGH LIQUIDITY IN OUR COMMON STOCK TO SELL YOUR SHARES.

While our common stock is quoted on the OTC Bulletin Board, there is not an active market for our common stock and there can be no assurance that an active public market for our common stock will be established. If a public market for our common stock does not develop, investors may not be able to re-sell the shares of our common stock that they have purchased. In addition, the OTC Bulletin Board and similar quotation services are often characterized by low trading volumes, and price volatility, which may make it difficult for an investor to sell our common stock on acceptable terms. Accordingly, an investment in our company is suitable only for persons who have no need for liquidity in the investment, and can afford to hold unregistered securities for an indefinite period of time.

IF A PUBLIC MARKET FOR OUR COMMON STOCK EVER DEVELOPS, TRADING WILL BE LIMITED UNDER THE SEC'S PENNY STOCK REGULATIONS, WHICH WILL ADVERSELY AFFECT THE LIQUIDITY OF OUR COMMON STOCK

In the event the trading price of our common stock is less than $5.00 per share, our common stock would be considered a "penny stock," and trading in our common stock would be subject to the requirements of Rule 15g-9 under the Exchange Act. Under this rule, broker/dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements. Generally, the broker/dealer must make an individualized written suitability determination for the purchaser and receive the purchaser's written consent prior to the transaction.

6

SEC regulations also require additional disclosure in connection with any trades involving a "penny stock," including the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and its associated risks. These requirements severely limit the liquidity of securities in the secondary market because few broker or dealers are likely to undertake these compliance activities. In addition to the applicability of the penny stock rules, other risks associated with trading in penny stocks could also be price fluctuations and the lack of a liquid market. An active and liquid market in our common stock may never develop due to these factors.

FINRA SALES PRACTICE REQUIREMENTS MAY ALSO LIMIT A STOCKHOLDER’S ABILITY TO BUY AND SELL OUR STOCK

In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority (FINRA) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

ITEM 1B.

UNRESOLVED STAFF COMMENTS.

Not applicable to a smaller reporting company.

ITEM 2.

PROPERTIES.

Our principal executive office is located at 9681 Gladiolus Drive, Suite 211, Fort Myers, Florida.  Additionally, ICMS Canada has a small office in Burlington, Ontario, Canada.  Combined square footage of both offices is approximately 4,648 square feet. LV does not anticipate any difficulties in securing adequate office space.

LV does not presently hold any investments or interest in real estate, investments in real estate mortgages or securities of real estate entities.

ITEM 3.

LEGAL PROCEEDINGS.

The Company is not a party to any pending legal proceedings and has no other matters to report herein.

ITEM 4.

MINE SAFETY DISCLOSURES.

Not applicable.

7

PART II

ITEM 5.

STOCKHOLDER MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Since November 13, 2009, our common stock has been quoted on the OTCBB under the symbol CREO until February 6, 2013 when the Company changed its ticker symbol to LIVV after the completion of a series of business acquisitions. The reported range of high and low bid prices for the common stock as reported on the OTCBB are shown below for the periods indicated. The quotations reflect inter- dealer prices, without retail mark-up, markdown or commission, and may not represent actual transactions.

	High	Low
Through Fiscal 2013:
November 14, 2009 (commencement of quotation) through December 31, 2013	$0.50	$0.015

The last sale price of our common stock that occurred in 2013 was on December 3, 2013 at a price of $.20 as reported on the OTCBB.

Dividend Policy

We have never paid cash dividends on our common stock. Payment of dividends will be within the sole discretion of our Board of Directors and will depend, among other factors, upon our earnings, capital requirements and our operating and financial condition.

Under Florida law, we may declare and pay dividends on our capital stock either out of our surplus, as defined in the relevant Florida statutes, or if there is no such surplus, out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. If, however, the capital of our company, computed in accordance with the relevant Florida statutes, has been diminished by depreciation in the value of our property, or by losses, or otherwise, to an amount less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets, we are prohibited from declaring and paying out of such net profits any dividends upon any shares of our capital stock until the deficiency in the amount of capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets shall have been repaired. Accordingly, it is unlikely that we will pay dividends on our common stock in the foreseeable future.

Securities Authorized for Issuance under Equity Compensation Plans

The following table sets forth securities authorized for issuance under any equity compensation plans approved by our shareholders as well as any equity compensation plans not approved by our shareholders as of December 31, 2013.

	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Plan category
Plans approved by shareholders:
2007 Stock Option and Stock Award Plan	0	$0	5,000,000
Plans not approved by shareholders	0	$0	0

A description of this plan is contained later in this report under Part III, Item 11. Executive Compensation - Stock Option Plans.

ITEM 6.

SELECTED FINANCIAL DATA.

Not applicable to a smaller reporting company.

8

ITEM 7.

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

Business

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

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

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

Operational Challenges

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

The company has been funding its cash flow deficiency through a combination of selling non-core assets and by raising equity and debt from both insiders and arm’s length investors. It is expected that funds from these sources will continue to be available to the company until such a time as the funds are no longer needed. In addition, the company continues to pursue outside capital and is seeking up to $2 million of new equity capital and a new operating line of credit.

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

Discontinued Operations

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.

Results of Operations

Year Ended December 31, 2013 Compared to Year Ended December 31, 2012

For the year 2013 the Company sustained a net loss of $2,505,685, compared to a net loss of $1,897,200 for 2012, an increase of $608,485.  

Total revenues for 2013 were $554,181, compared to $393,580, representing an increase of $160,601 for 2012.  The increase in revenues is from the real estate development division and from the facility management division.

Total operating expenses for 2013 were $2,446,291, compared to $1,227,204, representing an increase of $1,219,087 compared to 2012. Operating expenses include professional fees (which include legal, accounting, and consulting fees), salary expense, and general and administrative expenses.

9

Professional fees for 2013 were $218,082, compared to $358,705, representing a decrease of $140,623 compared to 2012. In 2012 the amount was higher mainly due to expenditures associated with the organizational changes, capital raising efforts, and related compliance fulfillment.

Salary expense for 2013 amounted to $1,452,586, compared to $438,333, representing an increase of $1,014,253, compared to 2012. This is attributed to the operative and administrative staff deployed in the property management operations and salaries related to the property development business.

General and administrative expense for 2013 was $775,623, compared to $430,166, representing an increase of $345,457, compared to 2012. The increase is due to increased activity levels demanded by the new business operations for travel, consulting fees, insurance, marketing and general expenses.

Liquidity and Capital Resources

At December 31, 2013, the Company had a working capital deficit of $1,851,848 as compared to a working capital deficit of $1,299,052 at December 31, 2012. Principal liquidity changes in our balance sheet at December 31, 2013 from December 31, 2012 include:

·

A decrease of $423,545 in total current assets related to a cash decrease of $46,302, accounts receivable decreased by $40,562, deferred charges were down by $71,819, and deposits and other assets decreased by $264,862. The change was mainly due to expensing of deferred charges and project costs for potential development.

·

An increase of $129,251 in total current liabilities comprised of a decrease in lines of credit of $129,129, a decrease in accounts payable – shares to be issued $125,000, an increase in notes payable to unrelated parties by $143,618, an increase in notes payable to related parties of $65,000, an increase in shareholder advances of $46,012 and an increase in accounts payable, and accrued expenses of $128,750.  The net increase of $129,251 was used by the Company to cover its working capital needs.

Net cash used in operating activities for 2013 was $1,644,375 as compared to $1,361,760 for 2012.  The decrease in cash used in operating activities was primarily attributable to the increase in net loss compared to 2012.

Net cash provided in investing activities for 2013 was $225,410, which represented proceeds from the sale of subsidiaries.  In 2012 net cash of $4,041 was used in investing activities to purchase fixed assets.

Net cash provided by financing activities for 2013 was $1,381,501, which primarily resulted from proceeds of $1,006,000 from the sale of common stock and net proceeds from borrowings of $375,501. In 2012 net cash provided by financing activities was $2,313,669 which was primarily attributable to proceeds from common stock of $475,000 and net borrowings of $1,838,669.

Employees

LV has nine full time employees of which four are senior executives, three are in operations management, sales and marketing, and two in general administration. Five employees are based in the U.S. and three in Canada.

Miscellaneous

No development related expenses have been or will be paid to our affiliates.

Our management does not expect to incur research and development costs other than preliminary feasibility studies on potential facility locations.

We currently do not own any significant plant or equipment that we would seek to sell in the near future.

We have not paid for non-business related expenses on behalf of our directors. We intend that this practice shall not materially change.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

10

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable to a smaller reporting company.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Please see our financial statements beginning on page F-1 of this annual report.

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

During our two most recent fiscal years and the subsequent interim period prior to retaining Deleon & Co., P.A. (1) neither we nor anyone on our behalf consulted Deleon & Co., P.A. regarding (a) either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements or (b) any matter that was the subject of a disagreement or a reportable event as set forth in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-B, and (2) Deleon & Co., P.A. did not provide us with a written report or oral advice that they concluded was an important factor considered by us in reaching a decision as to accounting, auditing or financial reporting issue.

ITEM 9A.

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures. We maintain "disclosure controls and procedures" as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Our management does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected. Under the supervision and with the participation of our management, including our Chief Executive Officer who serves as our principal executive officer and as our principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this report (the "Evaluation Date"). Based on his evaluation as of the end of the period covered by this report, our Chief Executive 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 consolidated subsidiaries, 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.

Management’s Report on Internal Controls Over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act, as amended). Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2013. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework and in Internal Control over Financial Reporting – Guidance for Smaller Public Companies. Our management has concluded that, as of December 31, 2013, our internal control over financial reporting was effective.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Our management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management's report in this annual report.

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.

ITEM 9B.

OTHER INFORMATION.

None.

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PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Directors and Executive Officers

The following individuals serve as our executive officers and/or members of our Board of Directors:

Name	Age	Position
Allen Huie	58	Director
Geoff Hampson	56	Corporate Secretary, Executive Chairman, Director
Dave Edwards	71	President and CEO, Director
George Livingston	78	Director
Stephen Morton	57	Director
Jeff Edwards	40	COO
Joseph Bickley	62	CFO

Allen Huie. Mr. Huie has served as a director of our Company since November 8, 2007. Mr. Huie is also the co-founder and has been President and Chief Executive Officer of China Clean & Renewable Energy Limited since September 2006. Mr. Huie is an investment banker and private equity investor in the greater China region. Mr. Huie is a co-founder and Chief Executive Officer of Quantplus Investments, Ltd, a Hong Kong based investment firm with focus in the Asia Pacific region from October 2006 to the present. He has overall supervision of Quantplus Investments, providing strategy and investment oversight for the principal business as an investment company using quantitative based models to make investments in the Asian equity markets, including Japan. From August 2005 to 2009 Mr. Huie has been an advisor for AIP Strategic Investments Ltd., which invests in and operates retail outlets in Southern China that mainly sell herbal tea. From January 2000 to September 2006, Mr. Huie was the founder and Managing Director of Bizexpress International Limited, a travel related service company with operations in Hong Kong and throughout China. He provided overall strategic management and executive management for the company in its principal business of providing on-line hotel and air travel bookings throughout China.

Prior to Bizexpress, Mr. Huie was Managing Director and head of investment banking for Salomon Brothers in Asia, where he was responsible for Salomon's business in Asia. Mr. Huie started his investment banking career with Salomon in New York in 1985 and helped Salomon expand its business in Tokyo, Hong Kong, and China for over 13 years. While at Salomon, Mr. Huie specialized in corporate finance and M&A. Mr. Huie received his BA in Economics from the College of Arts and Sciences at the University of Pennsylvania in 1980, his BSE in Finance from the Wharton School at the University of Pennsylvania in 1980, and his JD in Law from the University of Pennsylvania Law School in 1983. Mr. Huie was also a Senior Fellow at the UCLA School of Public Policy in 1998.

C. Geoffrey Hampson. Mr. Hampson is a Director of our Company and Executive Chairman. Mr. Hampson has a 30 year career as a senior executive and entrepreneur building and financing businesses and creating shareholder value in a variety of different businesses at different stages of their evolution. From startups to consolidations and turnarounds, Mr. Hampson has been involved in technology, construction, manufacturing, specialty materials, media and mining, including more than 20 M&A transactions on both the “buy” and “sell” sides. Mr. Hampson has extensive international experience and countless relationships around the world, and has negotiated over 10 international joint ventures in countries such as Brazil, India, Ukraine, Russia, South Africa and China.

Mr. Hampson currently serves as the CEO of Fibrox Technology Ltd, and is a member of the Board of Directors of Stronghold Metals, Inc (TSXV:Z). He was also the founder and Chairman of Techvibes Media Inc, the founder and CEO of Corelink Data Centers LLC, and was CEO of Live Current Media, Inc. He has served on the Board of Directors of several public companies including Peer 1 Network Enterprises Inc, Pacific Rodera Energy Inc, Live Current Media Inc, Stronghold Metals Inc and Cymat Inc. He is also a member of the University of British Columbia’s International Advisory Board, and is active in local and international associations.

Dave Edwards. Mr. Edwards’ is educated in accounting and health care administration. During the past 30 years, Mr. Edwards has held several senior management and executive positions. In his current capacity, Mr. Edwards oversees all aspects of the business and has primary responsibility for business development.

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Prior to establishing International Care Management Services, Inc in 1996, Mr. Edwards was Executive Vice President of International Care Corporation and President of International Care Services Limited, one of Canada's largest retirement home operators. During this period, Mr. Edwards' responsibilities included overseeing 17 retirement and assisted living facilities as well as the management of many third party facilities across Canada. In addition, he was responsible for overseeing the operational finances, human resources, marketing, and business development for International Care. During his tenure, the company grew from a start-up operation to a position of success and was eventually sold for $400 million. 

Prior to 1988, Mr. Edwards was Executive Director of various health care organizations including hospitals, homes for the aged and nursing homes. In addition, Mr. Edwards has been both chairman and a member of many hospital boards and committees, regional health councils and non-profit organizations. He has also been a past preceptor for the Canadian Hospital Association of Long Term Care Organization and Management and was the former International Vice President for the National Association for Senior Living Industry Executives.

George D. Livingston. Mr. Livingston is a director of our Company and serves as the Co-Chairman of our board of directors. Mr. Livingston has more than 30 years’ experience in commercial real estate site selection, investment, and land development in Central Florida. He is the founder and Chairman of NAI Realvest, one of the largest commercial real estate brokerage and property management firms in the Orlando, Florida market, as well as the founder of CommerCenters, LLC and Orlando EB5 Investments.

A well-respected real estate market economist, Mr. Livingston is actively involved in local commercial real estate and at US and international levels. He is responsible for our strategic real estate planning based on identification of emerging commercial real estate target property types and markets. Mr. Livingston serves as a Governor of the NAIOP (Commercial Real Estate Development Association) Research Foundation, is a member of NAIOP’s Industrial Development Forum and Trends Committee, and is past president of the Central Florida chapter. He is a member of FIABCI (International Real Estate Federation) and is a Certified International Property Specialist (CIPS). He currently serves on the Board of Directors of HomeBancorp, Inc., a Florida banking group. Mr. Livingston has also served as a City of Winter Park Planning & Zoning Commissioner, as Chairman of the Orange County Planning and Zoning Commission, and is a past Governor’s appointee to the Central Florida Regional Planning Council. He is a corporate investor and has served on the board of the Metro Orlando Economic Development Commission, as well as on the NAI Global Leadership Board.

Mr. Livingston’s industry recognitions include multiple sales and production awards. He was also voted the Most Influential Commercial Real Estate Business Man in Orlando, and has been awarded Lifetime Achievement Awards by NAIOP and the Central Florida Commercial Association of Realtors.

Stephen Morton. Mr. Morton has more than thirty years of experience building, leading, and managing successful senior living and care companies.  He is a passionate advocate for better senior health and a noted leader in the field of memory care and care management.

Most recently, Mr. Morton led a one-year turnaround project prior to sale as the CEO of Bell Senior Living.  Headquartered in Greensboro, NC with facilities across the southeast, Bell Senior Living operates 32 facilities and serves more than 3,000 residents.  During his tenure at Bell, Mr. Morton helped improve operational efficiency, rate structures, and resident occupancy, which enhanced operating margins and the overall value of the portfolio, which was purchased by Five Star Senior Living.

Prior to Bell Senior Living, Mr. Morton was Co-founder, President and COO of Southern Assisted Living, Inc. (“SALI”), where he raised $45M in venture capital and $165M in debt financing.  Located in Chapel Hill, NC, SALI became the largest provider of assisted living services in the state of North Carolina and one of the top twenty assisted living providers in the nation.  SALI operated 41 communities in the Carolinas and Virginia that served more than 3,200 residents.  Approximately half of the locations also contained “Discovery Programs” for memory-impaired residents that were recognized by the Alzheimer’s Association for their innovative approach to memory care.  SALI had an excellent national reputation, distinguished for excellent customer service, resident care, and safety, a creative and vibrant culture, a strong emphasis on training, and leadership in the area of innovation in resident care, especially memory care.   

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As President and COO, Mr. Morton was responsible for all day to day operations of the company and assisted and directed rapid growth and the timely execution of SALI acquisitions. In his role as President/COO, he had primary responsibility for all company resident care operations as well as sales and marketing, human resources, and information technology.  Along with Mr. Chris Hollister, Mr. Morton conceived and developed all SALI development and operating models, policies and procedures.  In 2003, Mr. Morton took the lead in a strategic reassessment of the company’s marketing and sales effort which led to a major overhaul of this area of the company and groundbreaking state-wide advertising campaign that led to significant revenue enhancements, dramatically increasing the value of the company.    Mr. Morton also led a comprehensive operational reorganization of the company in 2004.  

In April 2006, SALI was sold to Brookdale Senior Living (BKD) for $275M in an all-cash transaction, and the 41 SALI communities remain some of the best performing in Brookdale’s portfolio of 650 communities.  Since April 2006, Mr. Morton has served as a mentor, board member, and angel investor in a range of companies in health and senior care technology and services, senior living, technology, real estate, and hospitality, and he frequently advises the nation’s largest senior and independent living and financing companies on a consulting basis.  He is actively pursuing new investment opportunities and has been active in several attempts to acquire senior living facilities.  Mr. Morton is also active in the community, having served as the Chairman of Big Brothers Big Sisters of the Triangle and he and his wife, Lori, founded Gods Bounty LLC, a foundation designed to offer financial and mentoring support to those in need.  

Prior to founding SALI, Mr. Morton held senior leadership positions at many of the nation’s largest assisted living companies, including Emeritus, Standish Care, Angeles Housing, & American Senior Inns.  Mr. Morton also participated in the founding of the Independent Living Club of America, an innovative CCRC-without-walls concept, in 1992.

Mr. Morton continues to be a frequent speaker at regional and national conferences and has been a leader and active participant in the Assisted Living Federation of America, American Senior Housing Association, Alzheimer’s Association, LTC 100, and the North Carolina Assisted Living Association, and also teaches at the Ericson School for Senior Living.

Mr. Morton has been married for 23 years to his wife Lori.  They have three children, Ian, Corie and Arick along with four grandchildren Ryan, Nathan, Keegan and Raleigh.  Mr. Morton earned a BS in Economics from the University of California at Irvine with a special emphasis in Finance, Marketing and Public Relations.

Jeff Edwards. Mr. Edwards’ career in the retirement industry has spanned the past 23 years in many capacities which has led him to be a leader in operations today. He strives to ensure that the needs and wants of his residents and employees are met while maintaining financial accountability to our clients. Jeff is well educated and well-versed in all aspects of retirement living today. His past experiences have included construction management, project management and on site General Manager, Regional Director and Vice President roles. In addition, Jeff has held positions as both Director and Chairman of the Board of non-profit organizations, and is a graduate of Long Term Care Management.
Jeff’s comprehensive knowledge and experience has been derived by being involved in all aspects of operations including the development of new projects, turn around projects and new start-ups. Jeff has extensive knowledge of financial analysis and budgets. His enthusiasm in the philosophy of teaching his management teams has been an invaluable asset. As the Chief Operating Officer of Living Ventures and International Care Management Services his dedication to the residents, employees and clients is second to none and will lend a large part to the overall success of the organization.

Joseph Bickley. Mr. Bickley holds an MBA and is a Certified Public Accountant. He was a senior auditor with KPMG Peat Marwick and is familiar with a wide range of industries such as healthcare, banking, construction, manufacturing, hotels and others. Mr. Bickley has more than 20 years of experience in senior housing, consisting of independent living, assisted living and memory care. Mr. Bickley helped launch Park Royal Hospital and was CFO overseeing finance and accounting, housekeeping, maintenance and food services.

Mr. Bickley worked four years as VP of Finance for the start-up of Atria Communities, one of the largest senior housing companies in North America. Starting with four corporate office employees he helped grow the company from 22 communities to 110, in 26 states and 7000 employees.  He established the finance and accounting group and accompanying systems using PeopleSoft. Hired, trained and developed 27 staff members in the accounting and finance group. Mr. Bickley wrote accounting policy and procedures, participated in the separate mergers of three companies raising $500 Million in the first year of operation after going public. Oversaw and participated in SEC filings 10K, 10Q and others. He is a team player and helped increase the asset value from $140 million to $500 million. Mr. Bickley has experience in mergers, acquisitions, investor relations, tax accounting and chief architect of accounting systems.

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Additionally, Mr. Bickley was Director of Finance for Hillhaven Corporation (now Kindred Heatlthcare), Retirement Housing Division for eight years. The company included 350 nursing homes and 22 retirement housing facilities including independent living, assisted living and memory care.  Mr. Bickley oversaw the finance and accounting activities for 22 retirement housing communities and seven nursing homes.

Directors are elected at our annual meeting of shareholders and serve for one year or until their successors are elected and qualify. Officers are elected by the Board, and their terms of office are at the discretion of the Board. Directors listed above with other officer titles are full-time employees of our company.

There are no family relationships among directors and executive officers except for the President and CEO, and COO who are related. In the last five years, no director, executive officer, promoter or control person of our company has been involved in any legal proceedings material to the evaluation of the ability or integrity of any of the aforementioned persons.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics to provide guiding principles to all of our employees. Our Code of Business Conduct and Ethics does not cover every issue that may arise, but it sets out basic principles to guide our employees and provides that all of our employees must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. Any employee which violates our Code of Business Conduct and Ethics will be subject to disciplinary action, up to an including termination of his or her employment.

We will provide a copy, without charge, to any person desiring a copy of the Code of Business Conduct and Ethics, by written request to LivingVentures, Inc., Attention: Secretary.

Committees of the Board of Directors

Our Board of Directors has established a Nominating and Corporate Governance Committee, Compensation Committee and an Audit Committee. From time to time, the Board of Directors may establish additional committees.

Audit Committee. We have an audit committee established in accordance with section 3(a)(58)(A) of the Exchange Act. The Audit Committee of the Board of Directors is responsible for the engagement of our independent public accountants, approves services rendered by our accountants, reviews the activities and recommendations of our internal audit department, and reviews and evaluates our accounting systems, financial controls and financial personnel. The Board has previously adopted a written charter for the Audit Committee on November 7, 2007. The Audit Committee is presently composed of Mr. Huie and C. Geoffrey Hampson.

Compensation Committee. The Compensation Committee establishes and administers our executive compensation practices and policies, reviews the individual elements of total compensation for elected officers and recommends salary adjustments to the Board of Directors. In addition, the Committee determines the number of performance shares and other equity incentives awarded to elected officers and the terms and conditions on which they are granted, amends compensation plans within the scope of the Committee's authority and recommends plans and plan amendments to the Board, sets company policy for employee benefit programs and plans and oversees administration of employee retirement plans and various other benefit plans as we may establish from time to time. The Board has previously adopted a written charter for the Compensation Committee on November 7, 2007. The Compensation Committee is presently composed of Mr. Huie who has been serving as the Chairman of the Compensation Committee.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee reviews and makes recommendations to the Board of Directors with respect to:

·

the responsibilities and functions of the Board and Board committees and with respect to Board compensation,

·

the composition and governance of the Board, including recommending candidates to fill vacancies on, or to be elected or re-elected to, the Board,

·

candidates for election as Chief Executive Officer and other corporate officers,

·

monitoring the performance of the Chief Executive Officer and our plans for senior management succession,

15

·

reviewing and recommending the policies and procedures necessary for the effective management of our company, and

·

compliance with all Securities and Exchange Commission rules and regulations.

The Nominating and Corporate Governance Committee uses various methods to identify director nominees. The Nominating and Corporate Governance Committee assesses the appropriate size and composition of the Board and the particular needs of the Board based on whether any vacancies are expected due to retirement or otherwise. Candidates may come to the attention of the Nominating and Corporate Governance Committee through current board members, stockholders, or other sources. All candidates are evaluated based on a review of the individual's qualifications, skills, independence, and expertise. Our Nominating and Corporate Governance Committee, operates under a written charter which was adopted November 7, 2007. The Nominating and Corporate Governance Committee is presently composed of Mr. Huie who has been serving as the Chairman of the Nominating and Corporate Governance Committee.

Independent Directors

We currently do not have any director on our Board of Directors who is "independent" within the meaning of Marketplace Rule 4200 of the Financial Regulatory Industry Association (FINRA).

Identifying and Evaluating Director Nominees

We do not have a policy regarding the consideration of any director candidates which may be recommended by our shareholders, including the minimum qualifications for director candidates, nor has our Board of Directors established a process for identifying and evaluating director nominees. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our shareholders, including the procedures to be followed. Our Board has not considered or adopted any of these policies as we have never received a recommendation from any stockholder for any candidate to serve on our Board of Directors. Given our relative size and lack of directors and officers insurance coverage, we do not anticipate that any of our shareholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all members of our Board will participate in the consideration of director nominees.

Audit Committee Financial Expert

Mr. Richard A. Asta, past CEO and CFO, is an "audit committee financial expert" within the meaning of Item 401(e) of Regulation S-B. Mr. Asta served in this capacity through July 2013.  Subsequent to his departure the Company has not found a replacement audit committee financial expert. In general, an "audit committee financial expert" is an individual member of the audit committee or Board of Directors who:

·

understands generally accepted accounting principles and financial statements,

·

able to assess the general application of such principles in connection with accounting for estimates, accruals and reserves,

·

has experience preparing, auditing, analyzing or evaluating financial statements comparable to the breadth and complexity to our financial statements,

·

understands internal controls over financial reporting, and

·

understands audit committee functions.

The current audit committee consists of Allen Huie, Director and Geoff Hampson, Executive Chairman, Director.

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As with most small companies, until such time as the Company further develops its business, acquires a business opportunity, achieves a revenue base and has sufficient working capital, we do not have any immediate prospects to attract independent directors. When we are able to expand our Board of Directors to include one or more independent directors, we intend to expand the Audit Committee of our Board of Directors. It is our intention that one or more of these independent directors will also qualify as an audit committee financial expert. Our securities are not quoted on an exchange that has requirements that a majority of our Board members be independent and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our Board of Directors include "independent" directors, nor are we required to establish or maintain an Audit Committee or other committee of our Board of Directors.

Compliance with Section 16(a) of the Exchange Act

Management if not aware of any transactions that occurred in 2013 that would require disclosure pursuant to section 16(a) of the Exchange Act.

ITEM 11.

EXECUTIVE COMPENSATION.

Summary Compensation Table

The following table summarizes all compensation recorded by the Company in each of the last two completed fiscal years for our principal executive officer, each other executive officer serving as such and up to two additional individuals for whom disclosure would have been made in this table but for the fact that the individual was not serving as an executive officer of our company at December 31, 2013 or 2012. The value attributable to any option awards is computed in accordance with FAS 123R.

Name and principal position (a)	Year (b)	Salary ($) (c)	Bonus ($) (d)	Stock Awards ($) (e)	Option Awards ($) (f)	Non-Equity Incentive Plan Compensation ($) (g)	Nonqualified Deferred Compensation Earnings ($) (h)	All Other Compensation ($) (i)	Total h($ (j)
Allen Huie	2013	0	0	0	0	0	0	0	0
	2012	0	0	0	0	0	0	0	0
Geoff Hampson	2013	0	0	0	0	0	0	0	0
	2012	0	0	0	0	0	0	0	0
Richard Asta	2012	75,232	0	0	0	0	0	0	75,232
	2012	88,615	0	0	0	0	0	556	89,171
Richard Hostetter	2013	55,602	0	0	0	0	0	0	55,602
	2012	73,846	0	0	0	0	0	4,274	78,120
Don Mitchell	2013	0	0	0	0	0	0	0	0
	2012	0	0	0	0	0	0	0	0
George Livingston	2013	0	0	0	0	0	0	0	0
	2012	0	0	0	0	0	0	0	0
C.W. Stanley Tang	2013	0	0	0	0	0	0	0	0
	2012	17,051	0	0	0	0	0	0	17,051
Daniel W. Chu	2012	0	0	0	0	0	0	0	0
	2011	41,026	0	0	0	0	0	0	41,026
Leung Tim Wong	2013	0	0	0	0	0	0	0	0
	2012	40,385	0	0	0	0	0	0	40,385
Dave Edwards	2013	234,929	0	0	0	0	0	0	234,929
	2012	67,500	0	0	0	0	0	0	67,500
Stephen Morton	2013	0	0	0	0	0	0	0	0
	2012	0	0	0	0	0	0	0	0
Jeff Edwards	2012	150,000	0	0	0	0	0	0	150,000
	2011	43,869	0	0	0	0	0	0	43,869
Joseph Bickley	2013	104,990	0	50,000	0	0	0	0	154,990
	2012	0	0	0	0	0	0	0	0

No deferred compensation or long-term incentive plan awards were issued or granted to the Company's management during the fiscal years ended December 31, 2013 or 2012, or the period ending on the date of this report.

17

Outstanding Equity Awards at Fiscal Year-End

The following table provides information concerning unexercised options, stock that has not vested and equity incentive plan awards for each named executive officer outstanding as of December 31, 2013:

	OPTION AWARDS					STOCK AWARDS
Name (a)	Number of Securities Underlying Unexercised Options (#) Exercisable (b)	Number of Securities Underlying Unexercised Options (#) Unexercisable (c)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d)	Option Exercise Price ($) (e)	Option Expiration Date (f)	Number of Shares or Units of Stock That Have Not Vested # (g)	Market Value of Shares or Units of Stock That Have Not Vested ($) (h)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) (i)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (# (j)
Allen T Huie	0	0	0	—	—	0	—	0	—
Geoff Hampson	0	0	0	—	—	0	—	0	—
Richard Asta	0	0	0	—	—	0	—	0	—
G Richard Hostetter	0	0	0	—	—	0	—	0	—
Donald Mitchell	0	0	0	—	—	0	—	0	—
George Livingston	0	0	0	—	—	0	—	0	—
C.W. Stanley Tang	0	0	0	—	—	0	—	0	—
Dave Edwards	0	0	0	—	—	0	—	0	—
Stephen Morton	0	0	0	—	—	0	—	0	—
Jeff Edwards	0	0	0	—	—	0	—	0	—
Joseph Bickley	0	0	0	—	—	0	—	0	—

Director Compensation

The Board of Directors consists of five members: Mr. Allen Huie, Mr. Geoff Hampson, Mr. George Livingston, Mr. Dave Edwards and Mr. Stephen Morton.  The late Mr. Donald Mitchell served on the Board as the Co-Chairman since September 2011 until he passed away in March 2013. Mr. Nelson Poon and Mr. Leung Tim Wong resigned from their directorship in June 2012 and C.W. Stanley Tang resigned March 2014.  Mr. Dave Edwards became a Director in October 2013 and Mr. Stephen Morton became a Director in November 2013. None of our directors received any compensation in either 2013 or 2012 solely related to his services as a director.

Equity Compensation Plan

Overview

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

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

18

Plan options may either be options qualifying as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended or non-qualified options. In addition, the plan allows for the inclusion of a reload option provision, which permits an eligible person to pay the exercise price of the option with shares of common stock owned by the eligible person and receive a new option to purchase shares of common stock equal in number to the tendered shares. Furthermore, compensatory stock amounts may also be issued. Any incentive option granted under the plan must provide for an exercise price of not less than 100% of the fair market value of the underlying shares on the date of grant, but the exercise price of any incentive option granted to an eligible employee owning more than 10% of our outstanding common stock must not be less than 110% of fair market value on the date of the grant. The term of each plan option and the manner in which it may be exercised is determined by the board of directors or the committee, provided that no option may be exercisable more than 10 years after the date of its grant and, in the case of an incentive option granted to an eligible employee owning more than 10% of the common stock, no more than five years after the date of the grant. During fiscal 2013 and 2012, we did not grant any options under the plan.

Eligibility

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

Administration

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

Shares Subject to Awards

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

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

Terms of Exercise

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

19

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

Exercise Price

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

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

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

Manner of Exercise

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

Option Period

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

Termination

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

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

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

20

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

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

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

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

Modification and Termination of Plan

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

21

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

As of April 8, 2014, there were 63,645,330 shares of Common Stock issued and outstanding. The following table sets forth information regarding the beneficial ownership of our common stock as of April 8, 2014 by:

·

each person known by us to be the beneficial owner of more than 5% of our common stock;

·

each of our directors;

·

each of our executive officers; and

·

our executive officers, directors and director nominees as a group.

The persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse.

Name and Address of Beneficial Owner	Amount of Beneficial Ownership of stock	Percentage of Class
Allen Tat Yan Huie (1)	21,794,800	34.24%
Geoff Hampson (2)	2,126,170	3.34%
Richard Asta (2)	1,974,593	3.10%
G Richard Hostetter (2)	1,974,593	3.10%
Estate of Donald Mitchell (2)	4,252,340	6.68%
George Livingston (2)	4,252,340	6.68%
C.W. Stanley Tang (1)	230,000	0.36%
Dave Edwards (2)	7,315,000	11.49%
Joseph Bickley (2)	200,000	0.31%

———————

(1)

The address for each person is Room 1901, 19/F, Beautiful Group Tower, 74-77 Connaught Road Central, Hong Kong.

(2)

The address for each person is 9681 Gladiolus, Suite 211, Fort Myers, FL 33908, USA.

No shareholder owns any options, warrants, securities convertible into shares of common stock or the right to acquire our securities as of December 31, 2013.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Loans from Officers and Related Parties

The Company issued unsecured notes payable to three of its principals for loans made to fund an acquisition and certain operating costs. As of December 31, 2013 note balances total $785,827. The company also received shareholder advances. Please see below.

1.

The first loans of $235,000 and $225,000 were received from Mr. George Livingston, Director, on September 10, 2012 and various dates in 2013. Pursuant to the terms of the loan, the notes bear interest at 5% p.a., are unsecured, and payable on demand. The outstanding amount of the loans as of December 31, 2013 was $420,827.  These notes were transferred to Preferred Stock on March 31, 2014, See Subsequent Events NOTE 17.

2.

The second loans of $250,000 and $50,000 were received from Mr. Allen Huie, Director, on September 10, 2012 and November 18, 2013. Pursuant to the terms of the loan, the $250,000 note bears interest at 5% p.a., are unsecured, and payable on demand. The $50,000 note bears interest at 10% p.a., is unsecured, and payable on November 18, 2014.  The total outstanding amount of the loans as of December 31, 2013 was $300,000.  The $250,000 note was transferred to Preferred Stock on March 31, 2014.  See Subsequent Events NOTE 17.

22

3.

The third loans of $25,000 and $40,000 was received from Mr. Richard Asta, CEO, in November 2012 and March 2013 respectively.  Pursuant to the terms of the loan, the notes bear interest at 5% p.a., is unsecured, and repayable on demand. The outstanding amount of the loan as of December 31, 2013 was $65,000.

4.

The Company has outstanding shareholder advances to two stockholders and Directors totaling $130,278. The loans are non-interest bearing and payable on demand.

Director Independence

None of the directors on Board is considered as an “independent” director.

General

We believe, based on management's experience, that the above transactions are as fair as what could have been obtained from unaffiliated third parties and contain terms that were comparable to the terms we would have received from unaffiliated third parties. All future transactions with affiliates of the issuer, including 5% or greater shareholders are to be as fair as what could have been obtained from unaffiliated third parties and on terms no less favorable than could be obtained from an unaffiliated third party.

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

De Leon & Co. P.A served as our independent registered public accounting firm for fiscal 2013 and 2012. The following table shows the fees that were billed for the audit and other services provided by such firm for fiscal 2013 and fiscal 2012.

	Fiscal 2013		Fiscal 2012
Audit Fees	$	45,000	$	43,500
Audit-Related Fees		0		0
Tax Fees		0		0
All Other Fees		0		0
Total	$	45,000	$	43,500

Audit Fees — This category includes the audit of our annual financial statements, and services that are normally provided by the independent auditors in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.

Audit-Related Fees — This category consists of assurance and related services by the independent auditors that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultation regarding our registration statements on Form 10-SB and S-1 and other accounting consulting.

Tax Fees — This category consists of professional services rendered by our independent auditors for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.

All Other Fees — This category consists of fees for other miscellaneous items.

Our Board of Directors has adopted a procedure for pre-approval of all fees charged by our independent auditors. Under the procedure, the Board approves the engagement letter with respect to audit, tax and review services. Other fees are subject to pre-approval by the Board, or, in the period between meetings, by a designated member of Board. Any such approval by the designated member is disclosed to the entire Board at the next meeting. The audit and tax fees paid to the auditors with respect to fiscal year 2013 and 2012 were pre-approved by the Board of Directors.

23

PART IV

ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

The following documents are filed as a part of this report or are incorporated by reference to previous filings, if so indicated:

Exhibit	Description of Document
2.3	Stock Exchange Agreement between D. Edwards and Green Global Investment Inc.(7)
2.4	Stock Purchase Agreement between D. Edwards and Green Global Investment Inc.(7)
2.5	Sale of Assets Agreement between Green Global Investment Inc., China Clean and Renewable Energy Ltd., and Power Pacific Holdings Ltd.(8)
2.6	Membership Interest and Share Exchange Agreement(9)
3.1(a)	Articles of Incorporation(1)
3.1(b)	Articles of Amendment to the Articles of Incorporation filed November 7, 2007(1)
3.2	By-Laws(1)
10.2	2007 Stock Option and Stock Award Plan(1)
10.3	Official notice of an offering of securities that is made without registration and Securities Act in reliance on an exemption provided by Regulation D and Section 4(6) under the Act(6)
10.4	Employment Agreement by and between LivingVentures and David Edwards(7)
10.5	Employment Agreement by and between LivingVentures and Jeff Edwards(7)
14.1	Code of Business Conduct and Ethics(5)
21.1	Subsidiaries of the registrant (2)
31.1	Section 302 Certificate of Executive Chairman *
31.2	Section 302 Certificate of Chief Executive Officer *
31.3	Section 302 Certificate of Chief Financial Officer *
32.1	Section 906 Certificate of Executive Chairman *
32.2	Section 906 Certificate of Chief Executive Officer *
32.3	Section 906 Certificate of Chief Financial Officer *
101.INS	XBRL Instance Document**
101.SCH	XBRL Taxonomy Extension Schema Document**
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document**
101.LAB	XBRL Taxonomy Extension Label Linkbase Document**
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document**
———
(1)	Incorporated by reference to the registration statement on Form 10-SB, SEC File No. 000-52918, filed November 19, 2007.
(2)	Incorporated by reference to the registration statement on Form S-1, SEC File No.150544, filed April 30, 2009.
(3)	Incorporated by reference to the registration statement on Form S-1, Amendment No. 1, SEC File No.150544, filed July 7, 2009.
(4)	Incorporated by reference to the registration statement on Form S-1, Amendment No. 2, SEC File No.150544, filed August 25, 2009.
(5)	Incorporated by reference from the Annual Report on Form 10-K for the year ended December 31, 2007.
(6)	Incorporated by reference to Form D, OMB Approval No. 3235-0076, filed June 20, 2012.
(7)	Incorporated by reference from the Current Report on Form 8-K, SEC File No. 000-52918, filed on September 14, 2012.
(8)	Incorporated by reference from the Current Report on Form 8-K, SEC File No. 000-52918, filed on June 20, 2012.
(9)	Incorporated by reference from the Current Report on Form 8-K, SEC File No. 000-52918, filed on March 6, 2012.
*	filed herewith
**	In accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 in this report shall be deemed furnished and not filed.

24

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant 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: April 14, 2014

By: /s/ Dave Edwards

Dave Edwards

President and CEO

Date: April 14, 2014

By: /s/ Joseph Bickley

Joseph Bickley

Chief Financial Officer

Date: April 14, 2014

25

LIVINGVENTURES, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS GREEN GLOBAL INVESTMENTS, INC.)

TABLE OF CONTENTS

	PAGE
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-2
CONSOLIDATED BALANCE SHEETS	F-3
CONSOLIDATED STATEMENTS OF OPERATIONS	F-4
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY	F-5
CONSOLIDATED STATEMENTS OF CASH FLOWS	F-6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	F-8

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of LivingVentures, Inc.

We have audited the accompanying consolidated balance sheets of LivingVentures, Inc. and Subsidiaries as of December 31, 2012 and 2013, and the related statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the two year period ended December 31, 2013. LivingVentures, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of LivingVentures, Inc. and Subsidiaries as of December 31, 2012 and 2013, and the results of its operations and its cash flows for each of the years in the two year period ended December 31, 2013 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 16 to the financial statements, the Company has suffered recurring losses from operations, net capital deficiencies, and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters are also described in Note 16. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

De Leon & Company, P.A.

Pembroke Pines, Florida

April 14, 2014

F-2

LIVINGVENTURES, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS GREEN GLOBAL INVESTMENTS, INC.)

CONSOLIDATED BALANCE SHEETS

	As of December 31, 2013			As of December 31, 2012
ASSETS
Current Assets
Cash	$	124,442		$	170,744
Accounts Receivable		20,025			60,587
Deferred Charges		19,263			91,082
Deposits and Other Assets		17,026			281,888
Total Current Assets		180,756			604,301
Other Asset
Bank in Trust		19,623			183,306
Fixed Assets, net		4,540			11,721
Goodwill		1,685,931			2,175,639
Total Assets	$	1,890,850		$	2,974,967
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts Payable and Accrued Expenses	$	650,994		$	522,244
Accounts Payable – Shares to be Issued		—			125,000
Lines of Credit		165,865			294,994
Notes Payable		306,854			163,236
Notes Payable - Related Parties		535,827			470,827
Shareholders' Advance		130,278			84,266
Amount Due to Affiliates		242,786			242,786
Total Current Liabilities		2,032,604			1,903,353
Other Liabilities
Note Payable		582,560			582,560
Notes Payable – Related		250,000			—
Trust Fund Held		19,623			183,306
Total Liabilities		2,884,787			2,669,219
Stockholders' Equity (Deficit)
Preferred Stock, $0.001 par value, 10,000,000 shares authorized, None Issued and Outstanding		—			—
Common Stock, $0.001 par value; 100,000,000 shares authorized, 63,645,330 and 59,621,330 shares issued as of December 31, 2013 and December 31, 2012, respectively		63,645			59,621
Additional Paid-in Capital		3,617,747			2,615,771
Subscription Receivable		—			(200,000	)
Deficit		(4,613,874	)		(2,172,581	)
Total Company's Stockholders' Equity		(932,482	)		302,811
Non-controlling Interests		(61,455	)		2,937
Total Stockholders' Equity		(993,937	)		305,748
Total Liabilities and Stockholders' Equity	$	1,890,850		$	2,974,967

See accompanying notes to financial statements.

F-3

LIVINGVENTURES, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS GREEN GLOBAL INVESTMENTS, INC.)

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the years ended December 31,
	2013			2012
Revenue	$	554,181		$	393,580
Cost of Revenue		(322,923	)		(83,262	)
Gross Profit		231,258			310,318
Operating Expenses
Professional Fees		218,082			358,705
Salary Expense		1,452,586			438,333
General and Administrative		775,623			430,166
Total Operating Expenses		2,446,291			1,227,204
Loss from Operations		(2,215,033	)		(916,886	)
Loss on Sale of Subsidiaries		(263,452	)		—
Interest Expense		(95,170	)		(37,021	)
Net Loss from Continuing Operations		(2,573,655	)		(953,907	)
Discontinued Operations
Loss from Operations of Discontinued Subsidiaries		—			(192,258	)
Loss on Disposal of Discontinued Subsidiaries		—			(727,297	)
Net Loss from Discontinued Operations		—			(919,555	)
Net Loss before Provision for Income Taxes		(2,573,655	)		(1,873,462	)
Benefit (Provision) for Income Taxes		67,970			(23,738	)
Net Loss		(2,505,685	)		(1,897,200	)
Net Loss, Attributable to Non-controlling Interests		64,392			56,076
Net Loss after Taxes and Non-controlling Interests	$	(2,441,293	)	$	(1,841,124	)
Net Loss Per Share - Basic and Diluted
(Loss) from Continuing Operations		(.04	)		(0.02	)
(Loss) from Discontinued Operations		—			(0.02	)
Net (Loss) Per Share	$	(.04	)	$	(0.04	)
Weighted Average Number of Shares Outstanding During the Period
Basic and Diluted		61,001,867			47,605,480

See accompanying notes to financial statements.

F-4

LIVINGVENTURES, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS GREEN GLOBAL INVESTMENTS, INC.)

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013

	Preferred Stock				Common stock															Company’s						Total
	$0.001 Par Value				$0.001 Par Value				Additional					Other						Stockholders			Non-			Stockholders
	Number of				Number of				Paid-in		Subscription			Comprehensive			Accumulated			Equity /			Controlling			Equity /
	shares		Amount		shares		Amount		Capital		Receivables			Income / (Loss)			Deficit			(Deficiency)			Interests			(Deficiency)
Balance, December 31, 2011, Consolidated		—	$	—		24,580,000	$	24,580	$	684,483	$	—		$	(2,872	)	$	(1,485,735	)	$	(779,544	)	$	—		$	(779,544	)
Minority Interests in Subsidiaries at Dates of Acquisitions		—		—		—		—		—		—			—			—			—			59,013			59,013
Net Loss for the Year		—		—		—		—		—		—			—			(1,841,124	)		(1,841,124	)		(56,076	)		(1,897,200	)
Historical Losses of Disposed Subsidiary		—		—		—		—		—		—			2,872			1,154,278			1,157,150			—			1,157,150
Subscription Receivable		—		—		—		—		—		(200,000	)		—			—			(200,000	)		—			(200,000	)
Shares Issuance in Acquiring Subsidiaries		—		—		32,841,330		32,841		1,383,488		—			—			—			1,416,329			—			1,416,329
Shares Issued for Cash		—		—		2,200,000		2,200		547,800		—			—			—			550,000			—			550,000
Balance, December 31, 2012, Consolidated		—		—		59,621,330		59,621		2,615,771		(200,000	)		—			(2,172,581	)		302,811			2,937			305,748
Shares Issued – Stock Liability		—		—		500,000		500		124,500		—			—			—			125,000			—			125,000
Subscriptions Receivable Proceeds		—		—		800,000		800		199,200		200,000			—			—			200,000			—			200,000
Shares Issued to Employees		—		—		300,000		300		74,700		—			—			—			75,000			—			75,000
Shares Issued for Cash		—		—		2,424,000		2,424		603,576					—			—			806,000			—			806,000
Net Loss for the Period Ended December 31, 2013		—		—		—		—		—		—			—			(2,441,293	)		(2,441,293	)		(64,392	)		(2,505,685	)
Balance, December 31, 2013, Consolidated		—	$	—		63,645,330	$	63,645	$	3,617,747	$	—		$	—		$	(4,613,874	)	$	(932,482	)	$	(61,455	)	$	(993,937	)

See accompanying notes to financial statements.

F-5

LIVINGVENTURES, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS GREEN GLOBAL INVESTMENTS, INC.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the years ended December 31,
	2013			2012
Cash Flows from Operating Activities :
Net Loss	$	(2,505,685	)	$	(1,897,200	)
Adjustments to Reconcile Net Loss to Net Cash Provided by (Used in) Operations :
Loss on Sale of Subsidiaries		263,452			—
Post-Acquisition Losses Attributable to Non-controlling Interests		—			—
Loss on Discontinued Operations		—			919,555
Stock Compensation		75,000			—
Depreciation and Amortization		7,181			6,566
Change in Operating Assets and Liabilities:
Decrease in Restricted Cash		—			—
(Increase) Decrease in Accounts Receivable		40,562			(60,587	)
(Increase) Decrease in Deferred Charges		72,665			(91,082	)
(Increase) Decrease in Deposits and Other Assets		264,862			(485,844	)
Increase in Accounts Payable and Accrued Expenses		137,588			475,587
(Increase) in Liabilities Due to Acquisition of Subsidiaries		—			(510,588	)
Decrease in Liabilities Due to Disposal of Subsidiary		—			281,833
Net Cash Used in Operating Activities of Continuing Operations		(1,644,375	)		(1,361,760	)
Cash Flows from Investing Activities :
Proceeds from Sale of Subsidiaries		225,410			—
Purchase of Fixed Assets		—			(4,041	)
Net Cash Provided (Used) in Investing Activities of Continuing Operations		225,410			(4,041	)
Cash Flows from Financing Activities :
Proceeds (Repayment) of Lines of Credit		(129,129	)		294,994
Proceeds of Notes Payable		250,000			745,796
Repayment of Notes Payable		(106,382	)		—
Proceeds (Repayment) of Notes Payable-Related Parties		315,000			470,827
Proceeds from Shareholders' Advances		46,012			84,266
Advances from Affiliates		—			242,786
Subscription Receivable Proceeds		200,000			(200,000	)
Proceeds from Common Shares to be Issued		—			125,000
Proceeds from Issuance of Common Stock		806,000			550,000
Net Cash Provided by Financing Activities of Continuing Operations		1,381,501			2,313,669
Net Increase (Decrease) in Cash Prior to Effect of Foreign Currency Transactions		(37,464	)		947,868
Foreign Currency Exchange Rate on Cash Effect		(8,838	)		(19,408	)
Net Decrease in Cash		(46,302	)		928,460
Cash Flows From Discontinued Operations:
Net Cash (Used In) Provided by Operating Activities of Discontinued Operations		—			(758,656	)
Cash at Beginning of Year		170,744			940
Cash at End of Period	$	124,442		$	170,744

(Continued)

F-6

LIVINGVENTURES, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS GREEN GLOBAL INVESTMENTS, INC.)

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

Supplemental Disclosure of Cash Flows:

The Company paid interest of $29,357 and $24,236 in 2013 and 2012, respectively. The Company did not pay any taxes in 2013 or 2012.

The Company acquired subsidiaries during the year ended December 31, 2012 through the issuance of 32,841,330 shares of common stock.

See accompanying notes to financial statements.

F-7

LIVINGVENTURES, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS GREEN GLOBAL INVESTMENTS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND 2012

NOTE 1.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A)

Organization

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

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

CommerCenters, LLC (“CC”) was incorporated under the laws of the State of Florida on September 6, 2007. CC 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. The Company sold this entity on July 11, 2013 as more fully explained in NOTE 8 to the financial statements.

CommerCenters EB5 Regional Center Investments, LLC (“CCEB”), d/b/a Orlando EB5 Investments, is a Florida Limited Liability Company formed in 2009 as a 50%-owned subsidiary of CC. Orlando EB5 Investments was formed with the purpose of operating as a Regional Center through the United States Citizenship and Immigration Service’s EB5 program. The EB5 program was established to act as an incentive for foreign investors to invest in business opportunities in the U.S.A. by granting the foreign investor a conditional visa upon investment, and a permanent visa if the underlying investment results in the creation of ten jobs within the U.S.A. The Company sold this entity on July 11, 2013 as more fully explained in NOTE 8 to the financial statements.

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

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

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

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

LV and all of its 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 its 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”).

F-8

LIVINGVENTURES, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS GREEN GLOBAL INVESTMENTS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND 2012

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.

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 for all periods presented. 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.  All significant intercompany accounts and transactions have been eliminated.

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 allowance for doubtful accounts provided as of December 31, 2013 and 2012.

F-9

LIVINGVENTURES, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS GREEN GLOBAL INVESTMENTS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND 2012

(H)

Long-Lived Assets

In accordance with the ASC 360-10, “Property, Plant, And Equipment”, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If the Company determines that the sum of the undiscounted cash flows expected from the asset’s use and eventual disposal is less than the carrying amount of the asset, an impairment charge is recorded to the extent that the carrying amount exceeds the asset’s fair value. The Company did not experience any impairment losses on its long-lived assets during the years ended December 31, 2013 and 2012.

(I)

Goodwill

Goodwill represents the excess of the cost of an acquired entity over the fair value of the acquired net assets. In accordance with ASC 350-20, “Intangibles - Goodwill and Other”, goodwill is not amortized, but is evaluated annually or when indicators of a potential impairment are present. The annual evaluation for impairment of goodwill is based on valuation models that incorporate assumptions and internal projections of expected future cash flows and operating plans. The Company determined that no impairment of goodwill was incurred for the years ended December 31, 2013 and 2012.

(J)

Concentrations of Credit Risk

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

(K)

Earnings (Loss) per Share

Basic and diluted net earnings per common share is computed based upon the weighted average common shares outstanding as defined by FASB ASC Topic 260 "Earnings per Share." As of December 31, 2013 and 2012, respectively, there were no common share equivalents outstanding.

(L)

Income Taxes

The Company accounts for income taxes under FASB ASC Topic 740 “Income Taxes”. Under Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under Topic 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

(M)

Property and Equipment

The Company values its property and equipment at cost and depreciates these assets using the straight-line method over their expected useful life. The Company uses a three to seven-year life for various office equipment.

(N)

Business Segments

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

F-10

LIVINGVENTURES, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS GREEN GLOBAL INVESTMENTS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND 2012

(O)

Revenue Recognition

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

(P)

Recent Accounting Pronouncements

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

(Q)

Financial Statement Reclassifications

Certain items in the Company’s 2012 financial statements have been reclassified to conform with Company’s 2013 financial statement presentation format.  The 2012 reclassifications did not have a material effect on the financial statements.

NOTE 2.

ACQUISITIONS

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

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

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

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

On July 11, 2013 the Company sold its interest in CC to related parties discussed in NOTE 8.

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

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

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

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

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

F-11

LIVINGVENTURES, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS GREEN GLOBAL INVESTMENTS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND 2012

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		$	55,560
Accounts Receivable		51,314			42,976			624			94,914
Subscription Receivable		200,000			—			—			200,000
Other Current Assets		—			13,785			—			13,785
Deposits and Other Assets		192,970			217,799			1,060			411,829
Amount due from Affiliates		—			265,726			—			265,726
Furniture, Fixtures and Equipment, net		1,529			12,718			—			14,247
Total Assets Acquired	$	476,572		$	576,649		$	2,840		$	1,056,061
Liabilities Assumed:
Accounts Payable	$	(11,704	)	$	(514,217	)	$	(6,625	)	$	(532,546	)
Notes Payable		(344,474	)		—			(81,122	)		(425,596	)
Amount due to Affiliates		(253,869	)		—			(265,726	)		(519,595	)
Shareholder Advances		—			—			(65,450	)		(65,450	)
Total Liabilities Assumed		(610,047	)		(514,217	)		(418,923	)		(1,543,187	)
Non-Controlling Interest:		(48,983	)		(6,243	)		21,213			(34,013	)
Total Identifiable Liabilities		(182,458	)		56,189			(394,870	)		(521,139	)
Goodwill		489,708			193,811			1,492,120			2,175,639
Total Acquisition Price	$	307,250		$	250,000		$	1,097,250		$	1,654,500

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

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

NOTE 3.

BUSINESS DISPOSITION

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, 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”).

The accounting result of the disposal of CCRE and its subsidiaries is summarized as follows:

Cancellation of amount due from CCRE	$	15,737
Investment in CCRE, at cost		129,000
New note payable issued to CCRE		582,560
Loss on Disposal of Subsidiaries	$	727,297

F-12

LIVINGVENTURES, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS GREEN GLOBAL INVESTMENTS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND 2012

NOTE 4.

UNAUDITED PRO FORMA FINANCIAL INFORMATION

The unaudited pro forma financial information in the table below summarizes the combined results of operations for the Company as if the acquisitions (NOTE 2) and disposition (NOTE 3) occurred at the beginning of the reporting period presented. The pro forma financial information as presented below is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the reporting period presented.

The unaudited pro forma financial information below combined the historical results of LV and GGIA as well as CC and its subsidiaries, ICMS-Canada and ICMS-US for the year ended December 31, 2012. The results of CCRE and its subsidiaries’ operations are presented as discontinued operations, and therefore not included in the pro forma financial information of the continuing business segment.

	Year ended December 31, 2012
Revenue	$	1,049,819
Cost of Revenue		(128,573	)
Gross Profit		921,246
Total Operating Expenses		(1,795,729	)
Loss from Operations		(874,483	)
Other Income
Interest Expense		(45,658	)
Net Loss on Continuing Operations		(920,141	)
Discontinued Operations
Loss from Operations of Discontinued Subsidiaries		(192,258	)
Loss on Disposal of Discontinued Subsidiaries		(727,297	)
Net Loss on Discontinuing Operations		(919,555	)
Net Loss before Provision for Income Taxes		(1,839,696	)
Provision for Income Taxes		(23,738	)
Net Loss, Including Loss Profit Attributable to Non-controlling Interests		(1,863,434	)
Net Profit, Attributable to Non-controlling Interests		72,775
Net Loss after Taxes	$	(1,790,659	)
Net Loss Per Share - Basic and Diluted	$	(0.03	)
Weighted Average Number of Shares Outstanding
During the Period - Basic and Diluted		59,621,330

NOTE 5.

PROPERTY, PLANT AND EQUIPMENT

As of December 31, 2013 and 2012, property, plant, and equipment consisted of the following:

	2013		2012		Estimated Useful Life
Office Equipment	$	41,724	$	41,724	3-7 years
Less: Accumulated Depreciation		37,184		30,003
	$	4,540	$	11,721

Depreciation and amortization expense was $7,181 and $6,566 for the years ended December 31, 2013 and 2012, respectively, and is included in General and Administrative expense in the accompanying Statements of Operations.

F-13

LIVINGVENTURES, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS GREEN GLOBAL INVESTMENTS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND 2012

NOTE 6.

LINES OF CREDIT

Lines of Credit payable to Banks as of December 31, 2013 and 2012 consisted of:

	2013		2012
United Midwest Savings Bank	$	43,246	$	49,660
CNL Bank		122,619		245,334
	$	165,865	$	294,994

The United Midwest Savings Bank line of credit bears interest at the rate of 2.5% over the bank prime rate (currently 3.25%) but with a floor of 6.0%. The line of credit is personally guaranteed by a principal of the Company and is a demand instrument shown on the consolidated balance sheet as a current liability.

The CNL Bank line of credit is a demand instrument providing up to $250,000 of available credit.  It bears interest at the rate of 7.0% and is personally guaranteed by a principal of the Company as well as its subsidiary, CCEB.  Subsequent to December 31, 2013 this line of credit was restructured, NOTE 17 Subsequent Events.

NOTE 7.

NOTES PAYABLE

As part of the terms in the sale of assets agreement stated in NOTE 3 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 December 31, 2013 amounted to $29,429, and that by ICMS-US to $27,425.

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

NOTE 8.

RELATED PARTY TRANSACTIONS

In September 2012, the Company issued unsecured notes payable to three of its principals for cash advances made to fund an acquisition and certain operating costs. The notes total $785,827, bear interest at the rate of 5% and $535,827 is due in one year. $250,000 of the above total was transferred to a new note in March 2014 and is due in January 2017, NOTE 17, Subsequent Events. In November 2013 the Company issued an additional unsecured note payable to one of the three principals in the amount of $50,000, bearing interest at 10% and due November 2014.

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 $130,278 and $84,266 at December 31, 2013 and 2012 respectively.

On December 31, 2011, the Company divested its 80% interest in Realvest Development LLC through a transaction whereby its interest was transferred to a principal of the Company who had previously held such interest. As of December 31, 2013 and December 31, 2012 the company owed to this former subsidiary $242,786. Realvest Development, LLC and the principal (as guarantor) will remain obligated under a note of agreement with a bank that substantially provided this funding to the CC subsidiary.

F-14

LIVINGVENTURES, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS GREEN GLOBAL INVESTMENTS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND 2012

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

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

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

NOTE 9.

STOCKHOLDERS’ EQUITY

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

In 2013 the Company issued 3,724,000 shares under this offering and received $806,000.

In 2013the Company issued 32,841,330 shares in connection with business acquisitions. (See NOTE 2).

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

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

NOTE 10.

INCOME TAXES

A reconciliation of the federal and state statutory income tax rate to our effective income tax rate is as follows:

	2013			2012
Tax benefit of net loss at federal statutory rate		33.77	%		34.00	%
Tax benefit of net loss at state statutory rate		5.50	%		5.50	%
Change in valuation allowance		(39.27	)%		(39.50	)%
Tax benefit of net loss at effective rate		—	%		—	%

In 2013 the federal statutory rate is comprised of 34% for the United States and 28% for Canada. The Company’s Canadian subsidiary’s tax benefit is substantially less than the Company’s, accordingly, the blend of both entities tax benefit resulted in a net rate of 33.77% in 2013.

F-15

LIVINGVENTURES, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS GREEN GLOBAL INVESTMENTS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND 2012

The components of our deferred tax asset are as follows as of December 31:

	2013			2012
Deferred Tax Asset:
Net Operating Loss Carryforward	$	1,083,519		$	600,199
Valuation Allowance		(1,083,519	)		(600,199	)
Total Net Deferred Tax Asset	$	—		$	—
Change in Valuation Allowance	$	483,321		$	393,332

The potential deferred tax asset is computed utilizing a 34% United States federal statutory tax rate, a 28% Canadian federal statutory tax rate applicable to the Company’s Canadian subsidiary, and a 5.5% state statutory tax rate. No deferred tax asset has been reported in the financial statements because the Company believes there is a 50% or greater chance the net operating loss (NOL) carryforwards will expire unused. Accordingly, the potential tax benefits of the NOL carryforwards are offset by a valuation allowance of the same amount.

The increases in the 2013 and 2012 valuation allowances of $483,321 and $393,332, respectively, are solely attributable to deferred tax assets arising from the tax benefit of the NOL carryforward.

As of December 31, 2013, the Company had NOL carryforwards for income tax reporting purposes of approximately $2,668,044 in the United States and $105,865 in Canada that may be offset against future taxable income through tax year 2033.

The Company’s tax returns for years 2010 through 2013 are subject to examination by federal and state tax authorities as the statute of limitations for the examination thereof expires in years 2014 through 2017.

The Company’s Canadian subsidiary incurred a net operating loss of $349,605 in 2013 of which $243,740 was carried back to 2011 and 2012 in accordance with Canadian tax regulations. The carryback resulted in a realized tax benefit of $67,970 that is reflected in the statement of operations as income attributable to a tax benefit of an NOL carryback.

NOTE 11.

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 61,001,867 and 47,605,480 outstanding as of December 31, 2013 and 2012, respectively.

NOTE 12.

LEASE COMMITMENTS

Lease commitments refer mainly to office space and include office equipment and vehicle lease.  Minimum lease payments are as follows:

	2013		2012
Within one year	$	90,053	$	76,836
In the second year		88,118		18,142
In the third to the fifth year		76,362		16,078
After the fifth year		132,748		3,797
Total	$	387,281	$	114,853

F-16

LIVINGVENTURES, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS GREEN GLOBAL INVESTMENTS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND 2012

NOTE 13.

STOCK OPTION PLAN

Overview

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

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

Plan options may either be options qualifying as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended or non-qualified options. In addition, the plan allows for the inclusion of a reload option provision, which permits an eligible person to pay the exercise price of the option with shares of common stock owned by the eligible person and receive a new option to purchase shares of common stock equal in number to the tendered shares. Furthermore, compensatory stock amounts may also be issued. Any incentive option granted under the plan must provide for an exercise price of not less than 100% of the fair market value of the underlying shares on the date of grant, but the exercise price of any incentive option granted to an eligible employee owning more than 10% of our outstanding common stock must not be less than 110% of fair market value on the date of the grant. The term of each plan option and the manner in which it may be exercised is determined by the board of directors or the committee, provided that no option may be exercisable more than 10 years after the date of its grant and, in the case of an incentive option granted to an eligible employee owning more than 10% of the common stock, no more than five years after the date of the grant. During fiscal 2013 and 2012, we did not grant any options under the plan.

Eligibility

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

Administration

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

Shares Subject to Awards

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

F-17

LIVINGVENTURES, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS GREEN GLOBAL INVESTMENTS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND 2012

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

Terms of Exercise

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

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

Exercise Price

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

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

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

Manner of Exercise

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

F-18

LIVINGVENTURES, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS GREEN GLOBAL INVESTMENTS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND 2012

Option Period

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

Termination

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

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

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

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

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

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

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

F-19

LIVINGVENTURES, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS GREEN GLOBAL INVESTMENTS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND 2012

Modification and Termination of Plan

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

NOTE 14.

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 Year Ended December 31,
	2013		2012
Revenue from External Customers:
Property and Facility Management	$	420,848	$	385,975
Real Estate		133,333		7,605
Total		554,181		393,580
Interest Expense:
Property and Facility Management	$	9,527		523
Real Estate		19,830		19,886
Total		29,357		20,409
Depreciation and Amortization:
Property and Facility Management		6,700		5,052
Real Estate		481		1,514
Total	$	7,181	$	6,566

NOTE 15.

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, which occurred during the year of 2012 is 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	)

F-20

LIVINGVENTURES, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS GREEN GLOBAL INVESTMENTS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND 2012

NOTE 16.

GOING CONCERN

The Company sustained an accumulated net loss of $4,613,874 for the period from December 17, 1999 (inception) to December 31, 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.

NOTE 17.

SUBSEQUENT EVENTS

Note Payable – Related Party:

On January 23, 2014 a $250,000 unsecured note due to one of our principals dated September 12, 2012 along with accrued interest was replaced by a new note in the amount of $264,719. The new note bears interest at 5% and is payable in full on January 23, 2017 along with accrued interest.

Line of Credit - Restructuring:

On February 10, 2014 CNL Bank replaced the line of credit with a promissory note in the amount of $119,828.  The note bears interest at 7%, requires monthly payments of interest and principal in the amount of $10,332 and is due January 21, 2015.

Conversion of Debt to Equity:

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

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

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

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

F-21