Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 1-May-14 | |
Document and Entity Information: | ' | ' |
Entity Registrant Name | 'LED Lighting Co | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-14 | ' |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0001502659 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Common Stock, Shares Outstanding | ' | 7,113,334 |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
CONDENSED_BALANCE_SHEETS
CONDENSED BALANCE SHEETS (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Current Assets | ' | ' |
Cash | $109,673 | $194 |
Prepaid and other current assets. | 7,186 | 0 |
Loan receivable. | 84,000 | 84,000 |
TOTAL ASSETS | 200,858 | 84,194 |
Current Liabilities | ' | ' |
Accounts Payable & Accrued Expenses. | 319,902 | 250,104 |
Convertible Promissory Notes. | 15,000 | 15,000 |
Note Payable. | 70,000 | 70,000 |
Total Liabilities | 404,902 | 335,104 |
Stockholders Deficit | ' | ' |
Preferred stock, $0.0001 par value, 20,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value, 100,000,000 shares authorized; 7,113,333 and 6,450,000 shares issued and outstanding as of March 31, 2014, and December 31, 2013, respectively | 711 | 645 |
Additional paid-in capital. | 1,010,420 | 550,319 |
Deficit accumulated during the development stage | -1,215,175 | -801,874 |
Total Stockholders' Equity (Deficit) | -204,044 | -250,910 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $200,858 | $84,194 |
CONDENSED_BALANCE_SHEETS_PAREN
CONDENSED BALANCE SHEETS PARENTHETICALS (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Balance Sheets Parentheticals | ' | ' |
Preferred Stock par value | $0.00 | $0.00 |
Preferred Stock Shares authorized | 20,000,000 | 20,000,000 |
Preferred Stock Shares issued | 0 | 0 |
Common Stock Par Value | $0.00 | $0.00 |
Common Stock Shares authorized | 100,000,000 | 100,000,000 |
Common Stock Shares issued | 7,113,333 | 6,450,000 |
Common Stock Shares outstanding | 7,113,333 | 6,450,000 |
CONDENSED_STATEMENTS_OF_OPERAT
CONDENSED STATEMENTS OF OPERATIONS (unaudited) (USD $) | 3 Months Ended | 44 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |
Revenue | ' | ' | ' |
Revenues | $0 | $0 | $0 |
Cost of revenue | 0 | 0 | 0 |
Gross profit | 0 | 0 | 0 |
Operating expenses | 413,301 | 10,871 | -1,215,175 |
Loss before tax expense | -413,301 | -10,871 | 1,215,175 |
Income tax | 0 | 0 | 0 |
Net loss | ($413,301) | ($10,871) | $1,215,175 |
Loss per share basic and diluted | ($0.06) | $0 | $0 |
Weighted average shares basic and diluted | 6,659,741 | 20,000,000 | 0 |
CONSOLIDATED_STATEMENT_OF_STOC
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (USD $) | Common Stock Shares | Common Stock Amount | Additional Paid-in Capital | Deficit Accumulated During Exploration Stage | Total |
USD ($) | USD ($) | USD ($) | |||
Balance at Jul. 19, 2010 | 0 | ' | ' | ' | ' |
Shares issued for cash | 20,000,000 | 2,000 | ' | ' | 2,000 |
Expenses paid by stockholders | ' | ' | $1,250 | ' | $1,250 |
Net loss | ' | ' | ' | -1,250 | -1,250 |
Balance at Dec. 31, 2010 | 20,000,000 | 2,000 | 1,250 | -1,250 | 2,000 |
Expenses paid by stockholders | ' | ' | 2,500 | ' | ' |
Stock redemption | -19,500,000 | -1,950 | ' | ' | -1,950 |
Shares issued for cash | 19,500,000 | 1,950 | ' | ' | 1,950 |
Expenses paid by stockholders | ' | ' | 2,500 | ' | 2,500 |
Net loss | ' | ' | ' | -2,900 | -2,900 |
Balance at Dec. 31, 2011 | 20,000,000 | 2,000 | 3,750 | -4,150 | 1,600 |
Additional Paid-in Capital | ' | ' | 9,880 | ' | 9,880 |
Net loss | ' | ' | ' | -21,670 | -21,670 |
Balance at Dec. 31, 2012 | 20,000,000 | 2,000 | 13,630 | -25,820 | -10,190 |
Shares issued for cash | 2,850,000 | 285 | 284,715 | ' | 285,000 |
Shares issued for services | 2,250,000 | 225 | 224,775 | ' | 225,000 |
Shares issued for debt settlement | 250,000 | 25 | 24,975 | ' | 25,000 |
Share Cancellation | -18,900,000 | -1,890 | 1,890 | ' | ' |
Stock based compensation | ' | ' | 334 | ' | 334 |
Net loss | ' | ' | ' | -776,054 | -776,054 |
Balance at Dec. 31, 2013 | 6,450,000 | 645 | 550,319 | -801,874 | -250,910 |
Shares issued for cash | 363,333 | 36 | 234,964 | ' | 235,000 |
Shares issued for services | 300,000 | 30 | 224,970 | ' | 225,000 |
Stock based compensation | ' | ' | 167 | ' | 167 |
Net loss | ' | ' | ' | ($413,301) | ($413,301) |
Balance at Mar. 31, 2014 | 7,113,333 | 711 | 1,010,420 | -1,215,175 | -204,044 |
CONDENSED_STATEMENTS_OF_CASH_F
CONDENSED STATEMENTS OF CASH FLOWS (unaudited) (USD $) | 3 Months Ended | 44 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |
OPERATING ACTIVITIES: | ' | ' | ' |
Net loss, | ($413,301) | ($10,871) | ($1,215,175) |
Adjustments to reconcile net loss to net cash used in operating activities | ' | ' | ' |
Common stock issued for services | 225,000 | 0 | 450,000 |
Stock based compensation | 167 | 0 | 501 |
Changes in operating assets and liabilities | ' | ' | ' |
Prepaid and other current assets | -7,186 | 0 | -7,186 |
Loan receivable | 0 | 0 | 84,000 |
Accounts payable & accrued expenses | 69,799 | 10,871 | 344,903 |
Net cash used in operating activities | -125,521 | 0 | -510,957 |
FINANCING ACTIVITIES: | ' | ' | ' |
Proceeds from the issuance of convertible promissory notes | 0 | 0 | 15,000 |
Proceeds from the issuance of note payable | 0 | 0 | 70,000 |
Proceeds from the issuance of common stock | 235,000 | 0 | 522,000 |
Stockholder contribution | 0 | 0 | 13,630 |
Net cash provided by financing activities | 235,000 | 0 | 620,630 |
Net increase in cash | 109,479 | 0 | 109,673 |
Cash, beginning of period | ' | ' | 0 |
Cash, end of period | $109,673 | $0 | $109,673 |
NATURE_OF_OPERATIONS_AND_SUMMA
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2014 | |
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
NOTE 1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NATURE OF OPERATIONS | |
LED LIGHTING COMPANY ("the Company"), formerly known as Fun Media World, Inc., was incorporated under the name of Pinewood Acquisition Corporation under the laws of the State of Delaware on July 19, 2010 and was originally formed to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. | |
On May 28, 2013, the Company’s board of directors and stockholders approved an amendment to the Company’s Certificate of Formation to change its corporate name to “LED Lighting Company”, and the amendment was filed with the Secretary of State of the State of Delaware on May 30, 2013. On May 28, 2013, new officers and directors were appointed and elected and the prior officers and directors resigned, resulting in the change of control of the Company. | |
The LED Lighting Company plans to supply LED (light-emitting diode) light bulbs and light fixtures to the commercial, industrial and consumer/retail markets. All of our products are tested and listed by UL Underwriters Laboratories (UL) or Electrical Testing Laboratories (ETL). Additionally, all products to be supplied will be tested and in compliance with industry standards such as those set up by Energy Star, and the Illuminating Engineering Society of North America (IESNA). | |
Effective as of October 12, 2013, the Company entered into an Agreement and amendment (the “Agreement”) with Goeken Group Corp. and its wholly-owned subsidiary, PolyBrite, pursuant to which the Company and PolyBrite agreed to work together to secure funding for PolyBrite, retain the management consulting services of the Catalyst Acquisition Group LLC, and complete a transaction in which PolyBrite will become a publicly traded company through an acquisition with the Company. The completion of the transactions described in the Agreement are subject to numerous conditions, many of which are outside of the control of the Company, and the Company cannot provide any assurances as to when the transactions may be completed, if at all. | |
PolyBrite is an innovative global lighting technology company that develops state of the art LED lighting systems. PolyBrite’s proprietary technology is intended to bring the energy, environmental and economic advantages of LED technology to the marketplace. PolyBrite engineers and manufactures solid-state lighting products, creating lamps and lighting systems under its Borealis Lighting brand, lighted/safety pet products under PolyBrite Lighted Pet Products brand and industrial/commercial safety products under PolyBrite Lighted Safety Products brand. Additional information regarding PolyBrite may be found on their company website at www.polybrite.com. | |
BASIS OF PRESENTATION | |
The accompanying unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) for interim financial information. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. The unaudited accompanying condensed financial statements include all adjustments, composed of normal recurring adjustments, considered necessary by management to fairly state our results of operations, financial position and cash flows. The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. These unaudited financial statements should be read in conjunction with the condensed financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2013 (2013 Form 10-K) as filed with the SEC. | |
USE OF ESTIMATES | |
The preparation of condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. | |
CONCENTRATION OF RISK | |
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of March 31, 2014 and December 31, 2013. | |
INCOME TAXES | |
Under ASC 740, "Income Taxes", deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary 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. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of March 31, 2014 and December 31, 2013 there were no deferred taxes. | |
LOSS PER COMMON SHARE | |
Basic loss per common shares excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of March 31, 2014 and December 31, 2013 there were no outstanding dilutive securities. | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | |
The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: | |
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. | |
Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. | |
Level 3 inputs are unobservable inputs for the asset or liability. The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety. | |
The carrying amounts of financial assets and liabilities, such as cash and accrued liabilities, approximate their fair values because of the short maturity of these instruments. | |
GOING_CONCERN
GOING CONCERN | 3 Months Ended |
Mar. 31, 2014 | |
GOING CONCERN | ' |
GOING CONCERN | ' |
NOTE 2 - GOING CONCERN | |
The Company has sustained operating losses and an accumulated deficit of $1,215,175 since inception of the Company on July 19, 2010 through March 31, 2014. The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and/or obtain additional financing from its stockholders and/or other third parties. | |
These unaudited condensed financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year. The continuation of the Company as a going concern is dependent upon financial support from its stockholders, the ability of the Company to obtain necessary equity financing to continue operations, successfully locating and negotiate with a business entity for the combination of that target company with the Company. | |
The management of the Company plans to use their personal funds or seek equity or debt financing to pay all expenses incurred by the Company in 2014. There is no assurance that the Company will ever be profitable. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. |
RECENT_ACCOUNTING_PRONOUNCEMEN
RECENT ACCOUNTING PRONOUNCEMENTS | 3 Months Ended |
Mar. 31, 2014 | |
RECENT ACCOUNTING PRONOUNCEMENTS | ' |
RECENT ACCOUNTING PRONOUNCEMENTS | ' |
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS | |
Adopted | |
In February 2013, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-04, Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date. The objective of the amendments in this update is to provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date, except for those obligations addressed within existing guidance in U.S. GAAP. The amendment requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and an additional amount the reporting entity expects to pay on behalf of its co-obligors. The entity is required to disclose the nature and amount of the obligation as well as other information about those obligations. The Company adopted this ASU as of January 1, 2014. This adoption did not have an effect on our financial statements. | |
On July 18, 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit when a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. Topic 740 does not include explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The objective of the amendments in this update is to eliminate that diversity in practice. The Company adopted this ASU as of January 1, 2014. This ASU did not have an effect on our financial statements. | |
Not Adopted | |
In April 2014, the FASB issued ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity to reduce diversity in practice for reporting discontinued operations. Under the previous guidance, any component of an entity that was a reportable segment, an operating segment, a reporting unit, a subsidiary, or an asset group was eligible for discontinued operations presentation. The revised guidance only allows disposals of components of an entity that represent a strategic shift (e.g., disposal of a major geographical area, a major line of business, a major equity method investment, or other major parts of an entity) and that have a major effect on a reporting entity’s operations and financial results to be reported as discontinued operations. The revised guidance also requires expanded disclosure in the financial statements for discontinued operations as well as for disposals of significant components of an entity that do not qualify for discontinued operations presentation. The updated guidance is effective for periods beginning after December 15, 2014. The Company currently has operations that are reported as discontinued operations and does not expect the adoption of this guidance to have a material |
LOAN_RECEIVABLE
LOAN RECEIVABLE | 3 Months Ended |
Mar. 31, 2014 | |
LOAN RECEIVABLE | ' |
LOAN RECEIVABLE | ' |
NOTE 4 LOAN RECEIVABLE | |
Loan receivable amounted to $84,000 and $0 as of March 31, 2014 and December 31, 2013, and consists of an advance of $70,000 made to Polybrite and fees of $14,000 earned related to the December 2013 Purchase Order Financing and Distribution Agreement that was entered into with Polybrite. |
ACCOUNTS_PAYABLE_AND_ACCRUED_E
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | ' | ||||
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | ' | ||||
NOTE 5 ACCOUNTS PAYABLE AND ACCRUED EXPENSES | |||||
Accounts payable and accrued expenses consist of the following as of March 31, 2014 and December 31, 2013: | |||||
March 31, | December 31, | ||||
2014 | 2013 | ||||
Accounts payable | $ | 150,902 | $ | 126,104 | |
Payroll related liabilities | 155,000 | 110,000 | |||
Other current liabilities | 14,000 | 14,000 | |||
$ | 319,902 | $ | 250,104 | ||
Effective October 17, 2013, LED Lighting Company entered into an Employment Agreement with Kevin Kearney, its Chief Executive Officer, Chief Financial Officer, President and Secretary. The Employment Agreement provides for a term of one year; annual compensation of $120,000. The Company accrued $60,000 related to this agreement as of March 31, 2014. | |||||
Effective October 17, 2013, the Company entered into an amendment to its Consulting Agreement with George Mainas a stockholder, providing for additional consulting services from George Mainas in consideration for a monthly consulting fee of $10,000. The Company accrued $70,000 related to this agreement as of March 31, 2014. | |||||
On December 10, 2013, the Company entered into a Consulting Agreement with J. Thomas Hannan providing for certain consulting services from him in consideration for a monthly consulting fee of $5,000. The Company accrued $25,000 related to this agreement as of March 31, 2014. | |||||
CONVERTIBLE_PROMISSORY_NOTES
CONVERTIBLE PROMISSORY NOTES | 3 Months Ended |
Mar. 31, 2014 | |
CONVERTIBLE PROMISSORY NOTES: | ' |
CONVERTIBLE PROMISSORY NOTES | ' |
NOTE 6 CONVERTIBLE PROMISSORY NOTES | |
Effective November 7, 2013, the Company entered into two Secured Convertible Promissory Notes with two investors in the aggregate amount of $15,000. The notes accrue interest at 10% per annum and are due and payable in one year. The note holders may convert all principal and interest outstanding under the notes into shares of Company common stock at the conversion price of $0.10 per share, and receive, upon conversion, an equal number of warrants to purchase shares of Company common stock at a $1.00 exercise price for a term of 3 years, with cashless exercise provision. |
NOTE_PAYABLE
NOTE PAYABLE | 3 Months Ended |
Mar. 31, 2014 | |
NOTE PAYABLE: | ' |
NOTE PAYABLE | ' |
NOTE 7 NOTE PAYABLE | |
In December 2013, the Company issued an unsecured and non-interest bearing note payable for an amount of $70,000. The note payable is due on demand. |
STOCKHOLDERS_DEFICIT
STOCKHOLDERS' DEFICIT | 3 Months Ended |
Mar. 31, 2014 | |
STOCKHOLDERS' DEFICIT | ' |
STOCKHOLDERS' DEFICIT | ' |
NOTE 8 STOCKHOLDERS' DEFICIT | |
The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. As of March 31, 2014, there are 7,113,333 shares of common stock issued and outstanding and none of preferred stock. | |
On July 19, 2010, the Company issued 20,000,000 common shares to its sole director and officer for $2,000 in cash. | |
On May 27, 2011, the Company redeemed from its then two shareholders an aggregate of 19,500,000 of its 20,000,000 shares of outstanding stock at a redemption price of $0.0001 per share for an aggregate redemption price of $1,950. | |
On June 1, 2011, the Company issued 19,500,000 shares of common stock to new unrelated third party investors in order to evoke a change in ownership. | |
On March 2, 2012, Mr. Yanshi (Steven) Chen, the owner of 17,000,000 shares of the Company’s common stock, and DEP Group (a BVI corporation), the owner of 2,500,000 shares of the Company's common stock, transferred all such shares aggregating 19,500,000 shares of the outstanding 20,000,000 shares (97.5%) of the Company's common stock to Joseph Merhi for an aggregate purchase price of $95,000. | |
On May 28, 2013, the Company entered into a Share Cancellation Agreement with the then 3 existing stockholders of the Company pursuant to which the stockholders agreed to collectively cancel 18,900,000 of their issued and outstanding shares resulting in 1,100,000 shares issued and outstanding among the 3 stockholders. One of the 3 existing stockholders is Joseph Merhi, who is also a director of the Company. | |
Effective May 28, 2013, the Company entered into subscription agreements with 11 accredited investors pursuant to which the Company agreed to issue a total of 2,800,000 shares of common stock at $.10 per share, and three-year warrants to purchase up to 2,800,000 shares of common stock at $1.00 per share, in exchange for cash proceeds totaling $280,000. On May 28, 2013, the Company entered into subscription agreement with its outside legal counsel pursuant to which the Company agreed to issue a total of 250,000 shares of common stock at $.10 per share, and three-year warrants to purchase up to 250,000 shares of common stock at $1.00 per share, to settle legal service expenses amounted to $25,000. The Company also entered subscription agreement with an accredited investor pursuant to which the Company issued a total of 250,000 shares of common stock at $.10 per share, and three-year warrants to purchase up to 250,000 shares of common stock at $1.00 per share, to settle expenses that investor paid on behalf of the Company. | |
On May 28, 2013, the Company entered into subscription agreement with its outside legal counsel pursuant to which the Company agreed to issue a total of 250,000 shares of common stock at $0.10 per share, and three-year warrants to purchase up to 250,000 shares of common stock at $1.00 per share, to settle legal service expenses amounted to $25,000. The Company also entered subscription agreement with an accredited investor pursuant to which the Company issued a total of 250,000 shares of common stock at $0.10 per share, and three-year warrants to purchase up to 250,000 shares of common stock at $1.00 per share, to settle expenses that investor paid on behalf of the Company. | |
During the period from May 28, 2013 to December 31, 2013, the Company entered into subscription agreements with 13 accredited investors pursuant to which the Company agreed to issue a total of 2,850,000 shares of common stock at $0.10 per share, and three-year warrants to purchase up to 2,850,000 shares of common stock at $1.00 per share, in exchange for cash proceeds totaling $285,000. | |
Effective October 17, 2013, the Company issued 500,000 shares of Company common stock to each of Kevin Kearney, George Mainas and Steven J. Davis, the Company’s legal counsel, in consideration for services provided to the Company without payment of cash compensation, and for their efforts in negotiating and securing the agreement with Goeken Group Corp. and PolyBrite International, Inc. | |
On December 10, 2013, the Company entered into a Consulting Agreement with J. Thomas Hannan providing for certain consulting services from him in consideration for a monthly consulting fee of $5,000 dollars and the issuance of 500,000 shares of Company common stock. | |
Between January 17, 2014 and March 31, 2014 the Company agreed to issue to 6 accredited investors a total of 363,333 shares of Common Stock and 363,333 warrants to purchase shares of Common Stock at an exercise price of $1.00 with a 3 year term, resulting in proceeds to the Company of $235,000. | |
On March 17, 2014, the Company entered into a consulting agreement with Gary Rockis for certain sales and business related consulting services in consideration for the issuance of 300,000 shares of Company common stock. The shares were valued using the price per share used in the most recent equity sale transaction of $0.75. |
STOCK_BASED_COMPENSATION
STOCK BASED COMPENSATION | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
STOCK BASED COMPENSATION | ' | |||||||||||||||
STOCK BASED COMPENSATION | ' | |||||||||||||||
NOTE 9 STOCK BASED COMPENSATION | ||||||||||||||||
Generally, all forms of share-based payments, including stock option grants, restricted stock grants and stock appreciation rights are measured at their fair value on the awards’ grant date, based on the estimated number of awards that are ultimately expected to vest. Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expenses resulting from share-based payments are recorded in operating expenses in the statement of operations. | ||||||||||||||||
Stock Options | ||||||||||||||||
On May 28, 2013, the Company’s board of directors and stockholders approved the adoption of the LED Lighting Company 2013 Equity Incentive Plan (the “2013 Plan”). The 2013 Plan is intended to aid the Company in recruiting and retaining key employees, directors or consultants and to motivate them by providing incentives through the granting of awards of stock options or other stock based awards. The 2013 Plan is administered by the board of directors. Directors, officers, employees and consultants of the Company and its affiliates are eligible to participate under the 2013 Plan. A total of 1,500,000 shares of common stock have been reserved for awards under the 2013 Plan. | ||||||||||||||||
Effective October 17, 2013, the Company issued 100,000 options to purchase Common Stock under its 2013 Equity Incentive Plan to each of three consultants in consideration for services provided to the Company. The options have an exercise price of $1.00 per share and may be exercised for a period of two years from the date of issuance. | ||||||||||||||||
There were no stock options granted during the three month ended March 31, 2014. For the year ended December 31, 2013, the fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model that uses the following assumptions: expected volatility 45%, expected term of 1 year and risk free rate of 0.13%. Expected volatilities are based on historical volatilities of the comparable publicly traded companies. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The expected term of options granted is derived from estimates and represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The estimated fair value of options granted in 2013 was $0. | ||||||||||||||||
Warrants | ||||||||||||||||
On May 28, 2013 and in connection with the subscription agreement mentioned above, the Company issued three-year warrants to purchase up to 3,330,000 shares of common stock at an exercise price of $1.00 per share. | ||||||||||||||||
During the period from January 17 to March 31, 2014 and in connection with the subscription agreement mentioned above, the Company issued three-year warrants to purchase up to 363,333 shares of common stock at an exercise price of $1.00 per share. | ||||||||||||||||
Since the warrants were issued in connection with a private placement and sale of Company’s common stock, there were no accounting impact related to the issuance of warrants on the accompanying condensed financial statements Additionally, the associated warrants were valued using the Black-Scholes-Merton valuation model with the following assumptions: risk free interest rates of 0.13% - 0.14%, dividend yield of 0%, volatility factors of the expected market price of similar common stock of 45% - 103%, and an expected life of 1 year. The aggregate fair value of the warrants on grant date was $31,541. | ||||||||||||||||
A summary of warrant activity is as follows: | ||||||||||||||||
Weighted- | Average | |||||||||||||||
Average | Remaining | Aggregate | ||||||||||||||
Exercise | Contractual | Intrinsic | ||||||||||||||
Options | Price | Life (Years) | Value | |||||||||||||
Outstanding at December 31, 2013 | 3,850,000 | $ | 1 | 2.42 | $ | - | ||||||||||
Granted | 363,333 | 1 | 2.89 | - | ||||||||||||
Exercised | - | - | - | - | ||||||||||||
Forfeited or expired | - | - | - | - | ||||||||||||
Outstanding at March 31, 2014 | 4,213,333 | $ | 1 | 2.24 | $ | - | ||||||||||
Exercisable at March 31, 2014 | 4,088,333 | $ | 1 | 2.24 | $ | - |
COMMITMENTS
COMMITMENTS | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
COMMITMENTS | ' | ||||
COMMITMENTS | ' | ||||
NOTE 10 COMMITMENTS | |||||
Operating Leases | |||||
The Company leases its facility located in Petaluma, California under a noncancelable operating lease. The term of the lease is 18 months starting on March 1, 2014 and ends on August 31, 2015 with a monthly rent of $2,310. Rent expense amounted to $3,075 and $0 during the three month periods ended March 31, 2014 and 2013, respectively. | |||||
At March 31, 2014, future minimum lease payments under non-cancelable operating leases approximate the following for the fiscal years ending December 31. | |||||
2014 | $ | 21,000 | |||
2015 | 18,000 | ||||
2016 | - | ||||
2017 | - | ||||
2018 | - | ||||
$ | 39,000 |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2014 | |
SUBSEQUENT EVENTS | ' |
SUBSEQUENT EVENTS | ' |
NOTE 11 SUBSEQUENT EVENTS | |
None. |
Accounting_Policies_Policies
Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
ACCOUNTING POLICIES | ' |
NATURE OF OPERATIONS | ' |
NATURE OF OPERATIONS | |
LED LIGHTING COMPANY ("the Company"), formerly known as Fun Media World, Inc., was incorporated under the name of Pinewood Acquisition Corporation under the laws of the State of Delaware on July 19, 2010 and was originally formed to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. | |
On May 28, 2013, the Company’s board of directors and stockholders approved an amendment to the Company’s Certificate of Formation to change its corporate name to “LED Lighting Company”, and the amendment was filed with the Secretary of State of the State of Delaware on May 30, 2013. On May 28, 2013, new officers and directors were appointed and elected and the prior officers and directors resigned, resulting in the change of control of the Company. | |
The LED Lighting Company plans to supply LED (light-emitting diode) light bulbs and light fixtures to the commercial, industrial and consumer/retail markets. All of our products are tested and listed by UL Underwriters Laboratories (UL) or Electrical Testing Laboratories (ETL). Additionally, all products to be supplied will be tested and in compliance with industry standards such as those set up by Energy Star, and the Illuminating Engineering Society of North America (IESNA). | |
Effective as of October 12, 2013, the Company entered into an Agreement and amendment (the “Agreement”) with Goeken Group Corp. and its wholly-owned subsidiary, PolyBrite, pursuant to which the Company and PolyBrite agreed to work together to secure funding for PolyBrite, retain the management consulting services of the Catalyst Acquisition Group LLC, and complete a transaction in which PolyBrite will become a publicly traded company through an acquisition with the Company. The completion of the transactions described in the Agreement are subject to numerous conditions, many of which are outside of the control of the Company, and the Company cannot provide any assurances as to when the transactions may be completed, if at all. | |
PolyBrite is an innovative global lighting technology company that develops state of the art LED lighting systems. PolyBrite’s proprietary technology is intended to bring the energy, environmental and economic advantages of LED technology to the marketplace. PolyBrite engineers and manufactures solid-state lighting products, creating lamps and lighting systems under its Borealis Lighting brand, lighted/safety pet products under PolyBrite Lighted Pet Products brand and industrial/commercial safety products under PolyBrite Lighted Safety Products brand. Additional information regarding PolyBrite may be found on their company website at www.polybrite.com | |
BASIS OF PRESENTATION | ' |
BASIS OF PRESENTATION | |
The accompanying unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) for interim financial information. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. The unaudited accompanying condensed financial statements include all adjustments, composed of normal recurring adjustments, considered necessary by management to fairly state our results of operations, financial position and cash flows. The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. These unaudited financial statements should be read in conjunction with the condensed financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2013 (2013 Form 10-K) as filed with the SEC. | |
USE OF ESTIMATES | ' |
USE OF ESTIMATES | |
The preparation of condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates | |
CONCENTRATION OF RISK | ' |
CONCENTRATION OF RISK | |
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of March 31, 2014 and December 31, 2013. | |
INCOME TAXES | ' |
INCOME TAXES | |
Under ASC 740, "Income Taxes", deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary 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. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of March 31, 2014 and December 31, 2013 there were no deferred taxes. | |
LOSS PER COMMON SHARE | ' |
LOSS PER COMMON SHARE | |
Basic loss per common shares excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of March 31, 2014 and December 31, 2013 there were no outstanding dilutive securities. | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | ' |
FAIR VALUE OF FINANCIAL INSTRUMENTS | |
The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: | |
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. | |
Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. | |
Level 3 inputs are unobservable inputs for the asset or liability. The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety. | |
The carrying amounts of financial assets and liabilities, such as cash and accrued liabilities, approximate their fair values because of the short maturity of these instruments. |
Recovered_Sheet1
Accounts payable and accrued expenses (TABLE) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Accounts payable and accrued expenses (TABLE): | ' | ||||
Accounts payable and accrued expenses (TABLE) | ' | ||||
Accounts payable and accrued expenses consist of the following as of March 31, 2014 and December 31, 2013: | |||||
March 31, | December 31, | ||||
2014 | 2013 | ||||
Accounts payable | $ | 150,902 | $ | 126,104 | |
Payroll related liabilities | 155,000 | 110,000 | |||
Other current liabilities | 14,000 | 14,000 | |||
$ | 319,902 | $ | 250,104 |
A_summary_of_warrant_activity_
A summary of warrant activity is as follows:(TABLE) | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
A summary of warrant activity is as follows:(TABLE): | ' | |||||||||||||||
A summary of warrant activity is as follows:(TABLE) | ' | |||||||||||||||
A summary of warrant activity is as follows: | ||||||||||||||||
Weighted- | Average | |||||||||||||||
Average | Remaining | Aggregate | ||||||||||||||
Exercise | Contractual | Intrinsic | ||||||||||||||
Options | Price | Life (Years) | Value | |||||||||||||
Outstanding at December 31, 2013 | 3,850,000 | $ | 1 | 2.42 | $ | - | ||||||||||
Granted | 363,333 | 1 | 2.89 | - | ||||||||||||
Exercised | - | - | - | - | ||||||||||||
Forfeited or expired | - | - | - | - | ||||||||||||
Outstanding at March 31, 2014 | 4,213,333 | $ | 1 | 2.24 | $ | - | ||||||||||
Exercisable at March 31, 2014 | 4,088,333 | $ | 1 | 2.24 | $ | - |
Operating_Leases_TABLE
Operating Leases (TABLE) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Operating Leases (TABLE): | ' | ||||
Operating Leases (TABLE) | ' | ||||
At March 31, 2014, future minimum lease payments under non-cancelable operating leases approximate the following for the fiscal years ending December 31. | |||||
2014 | $ | 21,000 | |||
2015 | 18,000 | ||||
2016 | - | ||||
2017 | - | ||||
2018 | - | ||||
$ | 39,000 | ||||
GOING_CONCERN_Details
GOING CONCERN (Details) (USD $) | Mar. 31, 2014 |
GOING CONCERN DETAILS | ' |
Operating losses and an accumulated deficit | $1,215,175 |
Loan_receivable_transactions_D
Loan receivable transactions (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Loan receivable transactions | ' | ' |
Loans receivable | $84,000 | $0 |
An advance made to Polybrite | 70,000 | ' |
Fees earned related to Purchase Order Financing and Distribution Agreement that was entered into with Polybrite. | $14,000 | ' |
Accounts_payable_and_accrued_e1
Accounts payable and accrued expenses consist of the following (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Accounts payable and accrued expenses consist of the following | ' | ' |
Accounts payable | $150,902 | $126,104 |
Payroll related liabilities | 155,000 | 110,000 |
Other current liabilities | 14,000 | 14,000 |
Total Accounts payable and accrued expenses | $319,902 | $250,104 |
Related_party_agreements_Detai
Related party agreements (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Oct. 17, 2013 |
Related party agreements | ' | ' | ' |
Employment Agreement with Kevin Kearney, its Chief Executive Officer for an annual compensation | ' | ' | $120,000 |
Accrued compensaton on employment agreement | 60,000 | ' | ' |
Consulting Agreement with George Mainas a stockholder, monthly payment requred | ' | ' | 10,000 |
The Company accrued related to this agreement | 70,000 | ' | ' |
Consulting Agreement with J. Thomas Hannan providing for certain consulting services ,monthly payment requred | $5,000 | $5,000 | ' |
Secured_Convertible_Promissory
Secured Convertible Promissory Notes (Details) (USD $) | Nov. 07, 2013 |
Secured Convertible Promissory Notes | ' |
Secured Convertible Promissory Notes with two investors in the aggregate amount | $15,000 |
The notes accrue interest per annum at a rate | 10.00% |
Conversion price per share | $0.10 |
Exercise price per share | $1 |
CAPITAL_STOCK_TRANSACTIONS_Det
CAPITAL STOCK TRANSACTIONS (Details) (USD $) | Mar. 31, 2014 | 28-May-13 | Jun. 01, 2011 | 27-May-11 | Jul. 19, 2010 |
CAPITAL STOCK TRANSACTIONS: | ' | ' | ' | ' | ' |
Authorized to issue shares of preferred stock | 20,000,000 | ' | ' | ' | ' |
Authorized to issue shares of common stock | 100,000,000 | ' | ' | ' | ' |
Issued common shares | ' | ' | ' | ' | 20,000,000 |
Issued common shares in cash | ' | ' | ' | ' | $2,000 |
Redeemed from two shareholders an aggregate | ' | ' | ' | 19,500,000 | ' |
Stock at a redemption price per share | ' | ' | ' | $0.00 | ' |
Aggregate redemption price | ' | ' | ' | 1,950 | ' |
Transferred shares aggregating | ' | ' | 19,500,000 | ' | ' |
Commonstock to Joseph Merhi for an aggregate purchase price | ' | ' | 95,000 | ' | ' |
Stockholders agreed to collectively cancel issued and outstanding shares | ' | 18,900,000 | ' | ' | ' |
Shares issued and outstanding | 7,113,333 | 2,800,000 | ' | ' | ' |
Settle legal service expenses amounted | ' | $25,000 | ' | ' | ' |
Warrants to purchase up to shares of common stock | ' | 2,800,000 | ' | ' | ' |
Shares of common stock per share | ' | $1 | ' | ' | ' |
Summary_of_warrant_activity_ch
Summary of warrant activity changes during the year (Details) | Options | Weighted-Average Exercise Price | Average Remaining Contractual Life (Years) | Aggregate Intrinsic Value |
Outstanding at Dec. 31, 2013 | 3,850,000 | 1 | 2.42 | 0 |
Granted | 363,333 | 1 | 2.89 | 0 |
Exercised | ' | ' | ' | 0 |
Forfeited or expired | ' | ' | ' | 0 |
Exercisable at Mar. 31, 2014 | 4,088,333 | 1 | 2.24 | 0 |
Outstanding , at Mar. 31, 2014 | 4,213,333 | 1 | 2.24 | 0 |
Future_minimum_lease_payments_
Future minimum lease payments under non-cancelable operating leases (Details) (USD $) | Mar. 31, 2014 |
Future minimum lease payments under non-cancelable operating leases | ' |
Future minimum lease payments 2014 | $21,000 |
Future minimum lease payments 2015 | 18,000 |
Future minimum lease payments 2016 | 0 |
Future minimum lease payments 2017 | 0 |
Future minimum lease payments 2018 | 0 |
Future minimum lease payments in total | $39,000 |
Capital_stock_transactions_in_
Capital stock transactions in 2010 and 2011 (Details) (USD $) | Jun. 01, 2011 | 27-May-11 | Jul. 19, 2010 |
Capital stock transactions in 2010 and 2011 | ' | ' | ' |
Company issued common shares to its sole director and officer | ' | ' | 20,000,000 |
Value of shares issued to its sole director and officer | ' | ' | $2,000 |
Company redeemed its then two shareholders an aggregate of shares | ' | 19,500,000 | ' |
shares of outstanding stock at redemption | ' | 20,000,000 | ' |
Redemption price per share | ' | $0.00 | ' |
Company issued shares of common stock to new unrelated third party investors | 19,500,000 | 1,950 | ' |
Capital_stock_transactions_in_1
Capital stock transactions in 2012 (Details) (USD $) | Mar. 02, 2012 |
Capital stock transactions in 2012 | ' |
Yanshi (Steven) Chen Shares of the Company's common stock transferred | 17,000,000 |
DEP Group Shares of the Company's common stock transferred | 2,500,000 |
Shares of the of the Company's common stock issued to Joseph Merhi | 19,500,000 |
Percentage of Company's common stock issued to Joseph Merhi | 97.50% |
Aggregate purchase price of Company's common stock issued to Joseph Merhi | $95,000 |
Share_Cancellation_Agreement_D
Share Cancellation Agreement (Details) | 28-May-13 |
Share Cancellation Agreement | ' |
Existing stockholders of the Company agreed collectively to cancel the shares | 18,900,000 |
Issued and outstanding shares among the 3 stockholders after cancellation | 1,100,000 |
Subscription_agreements_with_1
Subscription agreements with 11 accredited investors (Details) (USD $) | 28-May-13 |
Subscription agreements with 11 accredited investors | ' |
Company agreed to issue a total of shares of common stock to 11 accredited investors | 2,800,000 |
Price per share of issue of common stock to 11 accredited investors | $0.10 |
Company agreed to issue three-year warrants to purchase shares of common stock 11 accredited investors | 2,800,000 |
Price per share of warrants issued 11 accredited investors | $1 |
Cash proceeds of warrants issued 11 accredited investors | $280,000 |
Subscription_agreement_with_ou
Subscription agreement with outside legal counsel (Details) (USD $) | 28-May-13 |
Subscription agreement with outside legal counsel | ' |
Company agreed to issue a total of shares of common stock to to settle legal service expenses | 250,000 |
Price per share of issue of common stock to to settle legal service expenses | $0.10 |
Company agreed to issue three-year warrants to purchase shares of common stock to settle legal service expenses | 250,000 |
Price per share of warrants issued to settle legal service expenses | $1 |
Cash proceeds of warrants issued to settle legal service expenses | $25,000 |
Subscription_agreements_with_a
Subscription agreements with accredited investors (Details) (USD $) | 3 Months Ended | 7 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | |
Subscription agreements with accredited investors | ' | ' |
Company agreed to issue a total of shares of common stock to accredited investors | 363,333 | 2,850,000 |
Price per share of issue of common stock to accredited investors | ' | $0.10 |
Company agreed to issue three-year warrants to purchase shares of common stock to accredited investors | 363,333 | 2,850,000 |
Price per share of warrants issued to accredited investors | $1 | $1 |
Cash proceeds of warrants issued to to accredited investors | $235,000 | $285,000 |
Agreements_for_consulting_and_
Agreements for consulting and services (Details) (USD $) | Mar. 17, 2014 | Dec. 31, 2013 | Oct. 17, 2013 |
Agreements for consulting and services | ' | ' | ' |
Company issued shares of Company common stock to each of Kevin Kearney, George Mainas and Steven J. Davis | ' | ' | 500,000 |
Issuance of shares of Company common stock to J. Thomas Hannan providing for certain consulting services | ' | 500,000 | ' |
Monthly consultation fee for Hannan | ' | $5,000 | ' |
Issuance of shares of Company common stock to Gary Rockis for certain sales and business related consulting services | 300,000 | ' | ' |
The shares were valued using the price per share used in the most recent equity sale transaction | $0.75 | ' | ' |