UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
X.ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year endedDecember 31, 2013
OR
.TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File No. 000-54146
LED LIGHTING COMPANY
(Exact name of registrant as specified in its charter)
Delaware | 46-3457679 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
737 Southpoint Blvd., Ste E, Petaluma, California | 94954 |
(Address of principal executive offices) | (Zip Code) |
(415) 526-3193
Registrant's telephone number
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of Each Class | Name of Each Exchange on Which Registered |
None | None |
Securities registered pursuant to Section 12(g) of the Exchange Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes . No X.
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 . No X.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes X. No .
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes . No X.
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 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. .
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | . | Accelerated filer | . |
Non-accelerated filer | .(Do not check if a smaller reporting company) | Smaller reporting company | X. |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes . No X.
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 last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter: $0
As of March 24, 2014, there were 6,900,000 shares of the registrant's common stock outstanding. The common stock is the registrant's only class of stock currently outstanding.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Annual Report of LED Lighting Company (the “Company”) on Form 10-K for the year ended December 31, 2013, filed with the Securities and Exchange Commission on March 28, 2014 (the “Form 10-K”), is to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language).
Other than the aforementioned, no other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)
Documents filed as part of this Report:
(1)
Financial Statements—all consolidated financial statements of the Company as set forth under Item 8, beginning on page F-1 of this Report.
(2)
Financial Statement Schedules— As a smaller reporting company we are not required to provide the information required by this item.
(3)
Exhibits
No. |
| Description |
|
|
|
3.1 |
| Certificate of Formation of the Company dated July 19, 2010 (1) |
3.1.1 |
| Certificate of Amendment to Certificate of Formation dated May 28, 2013 (2) |
3.2 |
| Bylaws of the Company (1) |
10.1 |
| Share Cancellation Agreement dated May 28, 2013 (2) |
10.2 |
| Consulting Agreement with George Mainas dated May 28, 2013 (2) |
10.3 |
| Consulting Agreement with Mark Wolff dated June 1, 2013 (2) |
10.4 |
| Form of Warrant Agreement with Mark Wolff dated June 1, 2013 (2) |
10.5 |
| Form of Subscription Agreement (2) |
10.6 |
| 2013 Equity Incentive Plan (2) |
10.7 |
| Non-Exclusive Distributor Agreement with Polybrite International, Inc. dated May 30, 2013 (3) |
10.8 |
| Sales Representative Agreement with Polybrite International, Inc. dated May 30, 2013 (3) |
10.9 |
| Employment Agreement dated October 17, 2013 with Kevin Kearney (4) |
10.10 |
| Amendment to Consulting Agreement dated October 17, 2013 with George Mainas (4) |
10.11 |
| Consulting Agreement dated December 9, 2013 with J. Thomas Hannan (5) |
14.1 |
| Code of Ethics (6) |
21 |
| List of Subsidiaries (7) |
23.1 |
| Consent of Independent Registered Public Accounting Firm (7) |
24 |
| Power of Attorney (7) |
31 |
| Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act, as amended, by the Chief Executive Officer and Chief Financial Officer (7) |
32 |
| Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Chief Executive Officer and Chief Financial Officer (7) |
101 |
| XBRL (eXtensible Business Reporting Language)* |
|
|
|
* Filed herewith
(1)
Incorporated by reference to the Company’s Form 10 filed with the SEC on October 7, 2010.
(2)
Incorporated by reference to the Company’s Form 8-K filed with the SEC on June 4, 2013.
(3)
Incorporated by reference to the Company’s Form 8-K filed with the SEC on June 10, 2013.
(4)
Incorporated by reference to the Company’s Form 8-K filed with the SEC on October 23, 2013.
(5)
Incorporated by reference to the Company’s Form 8-K filed with the SEC on December 16, 2013.
(6)
Incorporated by reference to the Company’s Form 8-K filed with the SEC on July 3, 2013.
(7)
Incorporated by reference to the Company’s Form 10-K filed with the SEC on March 28, 2014.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| LED Lighting Company (Registrant) | ||
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Date: April 16, 2014 |
| /s/ Kevin Kearney | ||
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| By: | Kevin Kearney | |
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| Title: | Chief Executive Officer | |
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.
Signature |
| Title |
| Date |
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/s/ KEVIN KEARNEY |
| Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) and Director |
| April 16, 2014 |
Kevin Kearney |
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