Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Apr. 02, 2015 | Jun. 30, 2014 | |
Document and Entity Information: | |||
Entity Registrant Name | LED Lighting Co | ||
Entity Trading Symbol | LEDL | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Entity Central Index Key | 1502659 | ||
Current Fiscal Year End Date | -19 | ||
Entity Common Stock, Shares Outstanding | 8,718,629 | ||
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 | FY | ||
Entity Public Float | $0 |
BALANCE_SHEETS
BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current Assets | ||
Cash | $27,192 | $194 |
Loan receivable | 84,000 | 84,000 |
Prepaid and other current assets | 47,138 | |
TOTAL ASSETS | 158,330 | 84,194 |
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||
Accounts payable & accrued expenses | 125,980 | 250,104 |
Convertible promissory notes, net | 60,032 | 15,000 |
Note payable | 98,438 | 70,000 |
Total Liabilities | 284,450 | 335,104 |
Stockholders' Deficit | ||
Preferred stock, $0.0001 par value, 20,000,000 shares authorized; no shares issued and outstanding as of December 31, 2014 and December 31, 2013, respectively | 0 | |
Common stock, $0.0001 par value, 100,000,000 shares authorized; 8,718,629 and 6,450,000 shares issued and outstanding as of December 31, 2014 and December 31, 2013, respectively | 872 | 645 |
Additional paid-in capital | 2,526,121 | 550,319 |
Accumulated deficit | -2,653,113 | -801,874 |
Total Stockholders' Deficit | -126,120 | -250,910 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $158,330 | $84,194 |
BALANCE_SHEETS_PARENTHETICALS
BALANCE SHEETS PARENTHETICALS (USD $) | Dec. 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 |
Common Stock Par Value | $0.00 | $0.00 |
Common Stock Shares authorized | 100,000,000 | 100,000,000 |
Common Stock Shares issued | 8,718,629 | 6,450,000 |
Common Stock Shares outstanding | 8,718,629 | 6,450,000 |
STATEMENTS_OF_OPERATIONS
STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Revenue | ||
Revenue | $69,600 | |
Cost of revenue | 64,672 | |
Gross profit | 4,928 | |
Stock based compensation | 150,590 | 334 |
Consulting expense | 1,425,297 | 578,137 |
Operating expenses | 266,393 | 197,583 |
Loss before other income | -1,837,352 | -776,054 |
Other income (Expense) | ||
Interest expense | -37,885 | 0 |
Other Expenses | -7 | |
Other income | 24,005 | |
Total other income | -13,887 | |
Loss before income taxes | -1,851,239 | -776,054 |
Income tax expense | 0 | |
Net loss | ($1,851,239) | ($776,054) |
Loss per share - basic and diluted | ($0.24) | ($0.06) |
Weighted average shares - basic and diluted | 7,719,836 | 11,097,260 |
STATEMENTS_OF_CASH_FLOWS
STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
OPERATING ACTIVITIES: | ||
Net loss | ($1,851,239) | ($776,054) |
Adjustments to reconcile net loss to net cash used by operating activities | ||
Common stock issued for services | 1,196,471 | 225,000 |
Amortization of debt discount | 32,500 | 0 |
Stock based compensation, | 150,590 | 334 |
Changes in operating assets and liabilities | ||
Prepaid and other current assets | -47,138 | |
Accounts payable & accrued expenses | 188,376 | 264,914 |
Net cash used in operating activities | -330,440 | -285,806 |
FINANCING ACTIVITIES: | ||
Proceeds from the issuance of convertible promissory notes | 94,000 | 15,000 |
Proceeds from the issuance of note payable | 28,438 | 70,000 |
Proceeds from the issuance of common stock | 235,000 | 285,000 |
Loan receivable, | -84,000 | |
Net cash provided by financing activities | 357,438 | 286,000 |
Net increase in cash | 26,998 | 194 |
Cash, beginning of period | 194 | |
Cash, end of period | 27,192 | 194 |
SUPPLEMENTAL DISCLOURSE OF CASH FLOW INFORMATION | ||
Stock issued to settle debt | $312,500 | $25,000 |
STATEMENT_OF_CHANGES_IN_STOCKH
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (USD $) | Common Stock Shares | Common Stock Amount | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders' Deficit |
USD ($) | USD ($) | USD ($) | |||
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 | 0 | 285,000 |
Shares issued for services; | 2,250,000 | 225 | 224,775 | 225,000 | |
Shares issued for debtsettlement; | 250,000 | 25 | 24,975 | 25,000 | |
Share Cancellation, | -18,900,000 | -1,890 | 1,890 | ||
Stock based compensation: | $334 | $334 | |||
Net loss; | 0 | -776,054 | -776,054 | ||
Balance at Dec. 31, 2013 | 6,450,000 | 645 | 550,319 | 801,874 | -250,910 |
Shares issued for cash; | 363,334 | 36 | 234,964 | 0 | 235,000 |
Shares issued for services; | 1,595,295 | 160 | 1,196,311 | 0 | 1,196,471 |
Shares issued for debtsettlement; | 310,000 | 31 | 312,469 | 0 | 312,500 |
Beneficial conversion feature; | 81,468 | 0 | 81,468 | ||
Stock based compensation; | 150,590 | 0 | 150,590 | ||
Net loss: | ($1,851,239) | ($1,851,239) | |||
Balance at Dec. 31, 2014 | 8,718,629 | 872 | 550,319 | 2,653,113 | -126,120 |
OVERVIEW
OVERVIEW | 12 Months Ended |
Dec. 31, 2014 | |
OVERVIEW | |
OVERVIEW | 1. OVERVIEW |
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 Company and PolyBrite initially anticipated that the completion of the acquisition transaction would occur on or before March 31, 2014. However, the completion of the transactions described in the Agreement did not occur by March 31, 2014. The Company and Polybrite extended the term of the Agreement by amendments through October 31, 2014. The Company and Polybrite did not complete the acquisition transaction and the Agreement as amended has expired as of October 31, 2014. A Standstill Agreement between the Parties dated November 17, 2014 provided that the Company could not complete any acquisition that would prevent the Company from completing a public company transaction of Polybrite between November 17, 2014 and March 1, 2015. As that date has passed, there is currently no agreement between the Company and Polybrite regarding a transaction of this nature, and no discussions are currently ongoing in that regard between the Company and Polybrite. | |
Going Concern | |
The Company has sustained operating losses and an accumulated deficit of $2,653,113 since inception of the Company on July 19, 2010 through December 31, 2014. In 2014 the Company incurred a loss of $1,851,239. 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 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 2015. 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. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2014 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying financial statements. | |
Use of Estimates | |
In preparing these financial statements in conformity with GAAP, management is required to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates and assumptions included in our consolidated financial statements relate to the valuation of long-lived assets, accruals for potential liabilities, and valuation assumptions related to equity instruments and share based payments. | |
Fair Value Measurements | |
ASC 820, “Fair Value Measurements”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1, defined as observable inputs such as quoted prices in active markets for identical assets or liabilities; Level 2, inputs other than level one that are either directly or indirectly observable such as quoted prices for identical or similar assets or liabilities on markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The Company had no assets or liabilities required to be recorded at fair value on a recurring basis as of December 31, 2014. | |
Cash and Cash Equivalents | |
The Company considers all highly-liquid investments with maturities of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2014. | |
Concentration of Credit Risk | |
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company places its cash with high quality banking institutions. From time to time, the Company may maintain cash balances at certain institutions in excess of the Federal Deposit Insurance Corporation limit. | |
Revenue Recognition | |
The Company recognizes revenue in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) No. 605, “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. | |
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 December 31, 2014, there were no deferred taxes. | |
Share Based Compensation | |
The Company applies ASC 718, Share-Based Compensation to account for its service providers’ share-based payments. Common stock of the Company was given to service providers to retain their assistance in becoming a U.S. public company, assistance with public company regulations, investors’ communications and public relations with broker-dealers, market makers and other professional services. | |
In accordance with ASC 718, the Company determines whether a share payment should be classified and accounted for as a liability award or equity award. All grants of share-based payments to service providers classified as equity awards are recognized in the financial statements based on their grant date fair values which are calculated using historical pricing. The Company has elected to recognize compensation expense based on the criteria that the stock awards vest immediately on the issuance date. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent period if actual forfeitures differ from initial estimates. There were no forfeitures of share based compensation. | |
Net Loss Per Share | |
Under the provisions of ASC 260, “Earnings per Share,” basic loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted net loss per 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 would then share in the income of the Company, subject to anti-dilution limitations. The common stock equivalents have not been included as they are anti-dilutive. As of December 31, 2014, there were stock options outstanding for the purchase of 300,000 common shares, warrants for the purchase of 5,418,629 common shares, and rights to convert debt into 1,090,000 shares which could potentially dilute future earnings per share. As of December 31, 2013, there were stock options outstanding for the purchase of 300,000 common shares, warrants for the purchase of 3,850,000 common shares and rights to convert debt into 150,000 shares which could potentially dilute future earnings per share. | |
Recent Accounting Pronouncements | |
Adopted | |
Effective January 2013, we adopted FASB ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (ASU 2011-11). The amendments in ASU 2011-11 require the disclosure of information on offsetting and related arrangements for financial and derivative instruments to enable users of its financial statements to understand the effect of those arrangements on its financial position. Amendments under ASU 2011-11 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after January 1, 2013. The adoption of this update did not have a material impact on the financial statements. | |
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. | |
On June 10, 2014, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2014-10, Development Stage Entities (Topic 915) – Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, which eliminates the concept of a development stage entity (DSE) its entirety from current accounting guidance. We have elected early adoption of this standard, which eliminates the designation of DSEs and the requirement to disclose results of operations and cash flows since inception. | |
Not Adopted | |
ASU 2014-09 affects any entity using U.S. GAAP that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (e.g., insurance contracts or lease contracts). This ASU will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance. This ASU also supersedes some cost guidance included in Subtopic 605-35, Revenue Recognition—Construction-Type and Production-Type Contracts. In addition, the existing requirements for the recognition of a gain or loss on the transfer of nonfinancial assets that are not in a contract with a customer (e.g., assets within the scope of Topic 360, Property, Plant, and Equipment, and intangible assets within the scope of Topic 350, Intangibles—Goodwill and Other) are amended to be consistent with the guidance on recognition and measurement (including the constraint on revenue) in this ASU. For a public entity, the amendments in this ASU are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. | |
The FASB has issued Accounting Standards Update (ASU) No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. | |
Under Generally Accepted Accounting Principles (GAAP), financial statements are prepared under the presumption that the reporting organization will continue to operate as a going concern, except in limited circumstances. Financial reporting under this presumption is commonly referred to as the going concern basis of accounting. The going concern basis of accounting is critical to financial reporting because it establishes the fundamental basis for measuring and classifying assets and liabilities. | |
Currently, GAAP lacks guidance about management’s responsibility to evaluate whether there is substantial doubt about the organization’s ability to continue as a going concern or to provide related footnote disclosures. This ASU provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes. | |
The amendments are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early application is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. The Company did not elect for early adoption. | |
We have evaluated the recent accounting pronouncements through the date of issuance of the report and believe that none of them will have a material effect on our financial statements. | |
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. |
LOAN_RECEIVABLE
LOAN RECEIVABLE | 12 Months Ended |
Dec. 31, 2014 | |
LOAN RECEIVABLE | |
LOAN RECEIVABLE | 3. LOAN RECEIVABLES |
Loan receivables amounted to $84,000 as of December 31, 2014 and as of December 31, 2013. This Loan receivable consists of an advance of $70,000 made to Polybrite, a supplier, and fees of $14,000 due from Polybrite 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 | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | ||||||
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 4. ACCOUNTS PAYABLE AND ACCRUED EXPENSES | |||||
Accounts payable and accrued expenses consist of the following as of December 31, 2014 and 2013: | ||||||
2014 | 2013 | |||||
Accounts payable | $ | 125,980 | $ | 63,427 | ||
Other current liabilities | - | 186,677 | ||||
$ | 125,980 | $ | 250,104 | |||
CONVERTIBLE_PROMISSORY_NOTES
CONVERTIBLE PROMISSORY NOTES | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
CONVERTIBLE PROMISSORY NOTES: | |||||||
CONVERTIBLE PROMISSORY NOTES | 5. CONVERTIBLE PROMISSORY NOTES, RELATED PARTY | ||||||
Effective November 7, 2013, the Company entered into two Secured Convertible Promissory Notes with two investors, one a related party, 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. The two Convertible Notes matured on November 7, 2014 and from that date forward are payable on the demand of the Note Holder. No such demand had been received by the Company as of the date of filing this 10-K. | |||||||
In July 2014, the Company entered into three Convertible Promissory Notes with related party investors, and one with a Director, in the aggregate amount of $20,000. The notes accrue interest at 10% per annum and is 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. | |||||||
In August 2014, the Company entered into two Convertible Promissory Notes with investors in the Company, both related parties, in the aggregate amount of $9,000. 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. | |||||||
In October 2014, the Company entered into two Convertible Promissory Notes with related party investors in the Company, and one with a Director, 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. | |||||||
In November 2014, the Company issued a $50,000 Convertible Promissory Note with a related party investor in the Company. The note accrues interest at 10% per annum and was due March 1, 2015. 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. The note matured March 1, 2015. From that date forward, the Note is payable on the demand of the Note Holder. No such demand had been received by the Company as of the date of filing this 10-K. | |||||||
With regard to the $94,000 in notes issued in 2014, the Company recorded beneficial conversion features on the date of issuance that in the aggregate equals $81,468. This was recorded as a debt discount that is amortized over the term of the notes. During the year 2014, amortization of debt discounts amounted to $32,500. | |||||||
Principal value of Convertible Notes less the aggregate discounts plus amortization of debt discounts equals the $60,032 Convertible Promissory Notes liability on the December 31, 2014 Balance Sheet. A summary table of Convertible Notes issued by the Company is presented below. | |||||||
Principal | BCF | Amort. Of | Prin. Balance | Accrued | Total Balance | ||
Convertible Notes | Value | Discount | Discount | 12/31/2014 | Interest | 12/31/2014 | |
2013 10% Convertible Notes | $15,000 | - | - | 15,000 | 1,718 | 16,718 | |
2014 10% Convertible Notes | $94,000 | -81,468 | 32,500 | 45,032 | 2,384 | 47,416 | |
Total | $109,000 | -81,468 | 32,500 | 60,032 | 4,102 | 64,134 | |
NOTE_PAYABLERELATED_PARTY
NOTE PAYABLE,RELATED PARTY | 12 Months Ended |
Dec. 31, 2014 | |
NOTE PAYABLERELATED PARTY: | |
NOTE PAYABLE,RELATED PARTY | 6. NOTES PAYABLE, RELATED PARTY |
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. | |
In April 2014, the Company issued an unsecured, 10% bearing note payable to Andrew Molasky, a related party, for services rendered as a consultant in the amount of $20,000. The note payable is due on demand. | |
In July 2014, the Company issued an unsecured, 10% bearing note payable to Gary Rockis, a related party, for services rendered as a consultant in the amount of $8,438. The note payable is due on demand. |
STOCK_BASED_COMPENSATION
STOCK BASED COMPENSATION | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
STOCK BASED COMPENSATION | |||||||||||
STOCK BASED COMPENSATION | 7. 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 granted 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 grant. The grant of the options were made in reliance on the exemption provided by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) for the offer and sale of securities not involving a public offering, and Regulation D promulgated under the Securities Act. The Company’s reliance upon Section 4(2) of the Securities Act in granting the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there were only a limited number of recipients; (c) there were no subsequent or contemporaneous public offerings of the securities by the Company; (d) the securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the securities took place directly between the individuals and the Company; and (f) the recipients of the options were all accredited investors. The following assumptions were used to determine the fair value of the options of $0 at date of original grant on October 17, 2013. | |||||||||||
The Options have no intrinsic value as their exercise price exceeds the price at which shares have been issued. A summary of option activity under the Plan as of December 31, 2013 and changes during the year ended December 31, 2014 is presented below: | |||||||||||
Options | Weighted Average Exercise Price | Average Remaining Contractual Life (Years) | Weighted Average Expiration Date | ||||||||
Outstanding at December 31, 2013 | 300,000 | $ | 1 | 0.79 | 10/18/15 | ||||||
Granted | - | - | - | - | |||||||
Exercised | - | - | - | - | |||||||
Forfeited or expired | - | - | - | - | |||||||
Outstanding at December 31, 2014 | 300,000 | $ | 1 | 0.79 | - | ||||||
Exercisable at December 31, 2014 | 300,000 | $ | 1 | 0.79 | - | ||||||
Warrants | |||||||||||
On various dates in 2013 and in connection with subscription agreements, the Company issued three-year warrants to purchase up to 3,350,000 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 financial statements. | |||||||||||
On various dates in 2014 and in connection with the subscription agreements, 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 financial statements Additionally, the associated warrants were valued using the Black-Scholes-Merton valuation model with the following assumptions: risk free interest rates of 0.14%, dividend yield of 0%, volatility factors of the expected market price of similar common stock of 45%, and an expected life of 1 year. The aggregate fair value of the warrants is $31,541. | |||||||||||
Effective June 1, 2013, the Company entered into a Consulting Agreement with Mark Wolff pursuant to which the Company has agreed to issue Mr. Wolff a Warrant to purchase up to 500,000 shares of Company common stock at an exercise price of $1.00 per share, vesting in 12 monthly increments starting on July 1, 2013 and terminating in 3 years. The Consulting Agreement was terminated as of August 1, 2013 and the vesting of the warrants terminated as of that date. These warrants were valued using the Black-Scholes-Merton valuation model with the following assumptions: risk free interest rates of 0.14%, dividend yield of 0%, volatility factors of the expected market price of similar common stock of 103%, and an expected life of 1 year. The warrants had an aggregate fair value of $668. The Company recorded stock based compensation of $334 during the year ended December 31, 2013 related to these warrants. Due to the termination of the Agreement and settlement between the parties, no compensation was incurred in relation to these warrants in 2014. | |||||||||||
Effective and vested on July 1, 2014, the Company entered into a consulting agreement with Andrew Molasky, a related party, for his provision of certain business consulting services to the Company. The consulting agreement provides for the Company’s issuance of 1,255,295 shares of Company common stock to Mr. Molasky in consideration for his services. The shares were valued using the price per share used in the most recent equity sale transaction of $0.75 for a total value of $941,471 which was recorded as consulting fees. In connection with the consulting agreement, the Company also issued a common stock purchase warrant to Mr. Molasky pursuant to which he may purchase up to 1,255,295 shares of Company common stock at $1.00 per share for up to three years. The warrants were valued on the date of issuance using the Black-Scholes valuation model at $85,991 under the following assumptions: risk free interest rates of 0.10%, dividend yield of 0%, volatility factors of the expected market price of similar common stock of 48%, and an expected life of 1 year and were recorded as stock based compensation as of December 31, 2014. | |||||||||||
Effective September 25, 2014, the Company issued a Warrant to Purchase Common Stock as stock based compensation to Mark Blackwell for services rendered, pursuant to which the Company agreed to issue him the right to purchase 300,000 shares of Company common stock for $1.00 per share for a period of 3 years. These warrants were valued using the Black-Scholes-Merton valuation model with the following assumptions: risk free interest rates of 0.09%, dividend yield of 0%, volatility factors of the expected market price of similar common stock of 71%, and an expected life of 1 year. The warrants were valued on the date of issuance using the Black-Scholes valuation model at $41,018. | |||||||||||
Effective October 22, 2014, the Company entered into a Settlement Agreement and Mutual Release and Warrant Agreement (the “Settlement Documents”) with Mark Wolff pursuant to which the Company agreed to issue Mr. Wolff 50,000 shares of Company common stock and a warrant to purchase up to 150,000 shares of Company common stock for $1.00 per share for a period of 2 years, and Mr. Wolff agreed to settle and release any and all claims pursuant to the previously entered into consulting agreement and warrant dated June 1, 2013 between Mr. Wolff and the Company. The foregoing is only a brief description of the material terms of the Settlement Documents, and does not purport to be a complete description of the rights and obligations of the parties under those agreements. These warrants were valued using the Black-Scholes-Merton valuation model with the following assumptions: risk free interest rates of 0.11%, dividend yield of 0%, volatility factors of the expected market price of similar common stock of 78%, and an expected life of 1 year. The warrants were valued on the date of issuance using the Black-Scholes valuation model at $23,581. | |||||||||||
As the exercise price of the warrants issued exceeded the price at which shares have been issued by the Company, the warrants have no intrinsic value. | |||||||||||
A summary of warrant activity as of December 31, 2014 and changes during the year then ended is presented below: | |||||||||||
Warrants [ex Plan Options] | Weighted Avg Exercise Price | Avg Remaining Contractual Life [Yrs] | Weighted Avg Expiration Date | ||||||||
Outstanding December 31, 2013 | 3,850,000 | $1.00 | 1.69 | 9/13/16 | |||||||
Issued in 2014 - Investors | 363,333 | $1.00 | 3 | 3/5/17 | |||||||
Issued in 2014 - Services | 1,705,295 | $1.00 | 2 | 6/17/16 | |||||||
Exercised | - | - | - | - | |||||||
Forfeited or Expired | -500,000 | - | - | - | |||||||
Outstanding December 31, 2014 | 5,418,628 | $1.00 | 1.84 | 10/1/16 | |||||||
Exercisable December 31, 2014 | 5,418,628 | $1.00 | 1.84 | 10/1/16 | |||||||
STOCKHOLDERS_DEFICIT
STOCKHOLDERS' DEFICIT | 12 Months Ended |
Dec. 31, 2014 | |
STOCKHOLDERS' DEFICIT | |
STOCKHOLDERS' DEFICIT | 8. STOCKHOLDERS’ DEFICIT |
The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares 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. | |
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. The issuance of shares was made in reliance on the exemption provided by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) for the offer and sale of securities not involving a public offering, and Regulation D promulgated under the Securities Act. The Company’s reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there were only a limited number of recipients; (c) there were no subsequent or contemporaneous public offerings of the securities by the Company; (d) the securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the securities took place directly between the individuals and the Company; and (f) the recipients of the shares were all accredited investors. | |
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 June 30, 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, a related party, 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 at $225,000 using the price per share used in the most recent equity sale transaction of $0.75. On June 12, 2014, and in connection with Gary Rockis consulting agreement mentioned above, the Company issued additional 40,000 shares of Company common stock as a bonus payment. The shares were valued at $30,000 using the price per share used in the most recent equity sale transaction of $0.75. | |
Effective and vested on July 1, 2014, the Company entered into a consulting agreement with Andrew Molasky, a related party, for his provision of certain business consulting services to the Company. The consulting agreement provides for the Company’s issuance of 1,255,295 shares of Company common stock to Mr. Molasky in consideration for his services. The shares were valued using the price per share used in the most recent equity sale transaction of $0.75 for a total value of $941,471 which was recorded as consulting fees. In connection with the consulting agreement, the Company also issued a common stock purchase warrant to Mr. Molasky pursuant to which he may purchase up to 1,255,295 shares of Company common stock at $1.00 per share for up to three years. The warrants were valued on the date of issuance using the Black-Scholes valuation model at $85,991 and were recorded as stock based compensation. | |
Effective August 25, 2014, LED Lighting Company (the “Company”) entered into Debt Conversion Agreements with related parties George Mainas, J. Thomas Hannan and Kevin Kearney pursuant to which each individual agreed to convert all amounts of compensation accrued and payable to such person under the terms of their respective consulting or employment agreement as of August 31, 2014 into shares of Company common stock at $1.00 per share. The Debt Conversion Agreements resulted in the conversion of an aggregate of $260,000 into 260,000 shares of Company common stock. Mr. Mainas and Mr. Hannan also agreed that their consulting agreements would be terminated as of August 31, 2014, and Mr. Kearney agreed that no future compensation will be owed to him by the Company under his employment agreement as of August 31, 2014. The foregoing is only a brief description of the material terms of the Debt Conversion Agreements, and does not purport to be a complete description of the rights and obligations of the parties under those agreements. | |
On September 25, 2014, the Company issued to Mark Blackwell, an individual who had provided consulting services to the Company under a Consulting Agreement dated April 1, 2014, a Warrant to Purchase Common Stock. Exercise of the Warrant would allow Mr. Blackwell to purchase up to 300,000 shares of Company common stock for $1.00 per share for a period of 2 years from the date of issuance of the Warrant. The Fair Market Value of the warrants was determined to be $41,018. | |
Effective October 22, 2014, the Company entered into a Settlement Agreement and Mutual Release and Warrant Agreement (the “Settlement Documents”) with Mark Wolff pursuant to which the Company agreed to issue Mr. Wolff 50,000 shares of Company common stock and a warrant to purchase up to 150,000 shares of Company common stock for $1.00 per share for a period of 2 years, and Mr. Wolff agreed to settle and release any and all claims pursuant to the previously entered into consulting agreement and warrant dated June 1, 2013 between Mr. Wolff and the Company. The Fair Market Value of the warrants was determined to be $23,581. | |
Income_Taxes
Income Taxes | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
INCOME TAXES | ||||||||||
INCOME TAXES | 9. INCOME TAXES | |||||||||
Our provisions for income taxes for the years ended December 31, 2014 and 2013, respectively, were as follows (using our blended effective Federal and State income tax rate of 35.0%): | ||||||||||
2014 | 2013 | |||||||||
Current Tax Provision: | ||||||||||
Federal and state | ||||||||||
Taxable income | $ | - | $ | - | ||||||
Total current tax provision | $ | - | $ | - | ||||||
Deferred Tax Provision: | ||||||||||
Federal and state | ||||||||||
Net loss carryforwards | $ | -2,653,000 | $ | -778,000 | ||||||
Valuation allowance | 2,653,000 | 778,000 | ||||||||
Total deferred tax provision | $ | - | $ | - | ||||||
Deferred tax assets at December 31, 2014 and 2013 consisted of the following: | ||||||||||
2014 | 2013 | |||||||||
Deferred tax assets: | ||||||||||
$ | 929,000 | $ | 276,000 | |||||||
Net operating loss carryforwards | ||||||||||
Valuation allowance | -929,000 | -276,000 | ||||||||
Net deferred tax assets | $ | - | $ | - | ||||||
Internal Revenue Code Section 382 and similar California rules place a limitation on the amount of taxable income that can be offset in a single year by net operating loss carryforwards (“NOL”) after a change in control (generally greater than a 50% change in ownership). Transactions such as planned future sales of our common stock may be included in determining such a change in control. These factors give rise to uncertainty as to whether the net deferred tax assets are realizable. We have approximately $2,653,000 in NOL at December 31, 2014 that will begin to expire in 2029 for federal and state purposes and could be limited for use under IRC Section 382. We have recorded a valuation allowance against the entire net deferred tax asset balance due because we believe there exists a substantial doubt that we will be able to realize the benefits due to our lack of a history of earnings and due to possible limitations under IRC Section 382. A reconciliation of the expected tax benefit computed at the U.S. federal and state statutory income tax rates to our tax benefit for the years ended December 31, 2014 and 2013 is as follows: | ||||||||||
Years ended December 31, | ||||||||||
2014 | 2013 | |||||||||
Federal income tax rate at 35% | $ | -653,000 | 35.00% | $ | -276,000 | 35.00% | ||||
State income tax, net of federal benefit | - | - | - | -% | ||||||
Change in valuation allowance | 653,000 | -35.00% | 276,000 | -35.00% | ||||||
Benefit for income taxes | $ | - | -% | $ | - | -% | ||||
We file income tax returns in the U.S. with varying statutes of limitations. Our policy is to recognize interest expense and penalties related to income tax matters as a component of our provision for income taxes. There were no accrued interest and penalties associated with uncertain tax positions as of December 31, 2014 and 2013. We have no unrecognized tax benefits and thus no interest or penalties included in the financial statements. | ||||||||||
Accounting_Policies_POLICIES
Accounting Policies (POLICIES) | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies (POLICIES): | |
BASIS OF PRESENTATION | The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying financial statements. |
USE OF ESTIMATES | Use of Estimates |
In preparing these financial statements in conformity with GAAP, management is required to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates and assumptions included in our consolidated financial statements relate to the valuation of long-lived assets, accruals for potential liabilities, and valuation assumptions related to equity instruments and share based payments. | |
Fair Value Measurement, Policy | Fair Value Measurements |
ASC 820, “Fair Value Measurements”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1, defined as observable inputs such as quoted prices in active markets for identical assets or liabilities; Level 2, inputs other than level one that are either directly or indirectly observable such as quoted prices for identical or similar assets or liabilities on markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The Company had no assets or liabilities required to be recorded at fair value on a recurring basis as of December 31, 2014. | |
Cash and Cash Equivalents, Policy | Cash and Cash Equivalents |
The Company considers all highly-liquid investments with maturities of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2014. | |
CONCENTRATION OF RISK | Concentration of Credit Risk |
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company places its cash with high quality banking institutions. From time to time, the Company may maintain cash balances at certain institutions in excess of the Federal Deposit Insurance Corporation limit. | |
REVENUE RECOGNITION ,Policy | Revenue Recognition |
The Company recognizes revenue in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) No. 605, “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. | |
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 December 31, 2014, there were no deferred taxes. | |
Share-based Compensation,Policy | Share Based Compensation |
The Company applies ASC 718, Share-Based Compensation to account for its service providers’ share-based payments. Common stock of the Company was given to service providers to retain their assistance in becoming a U.S. public company, assistance with public company regulations, investors’ communications and public relations with broker-dealers, market makers and other professional services. | |
In accordance with ASC 718, the Company determines whether a share payment should be classified and accounted for as a liability award or equity award. All grants of share-based payments to service providers classified as equity awards are recognized in the financial statements based on their grant date fair values which are calculated using historical pricing. The Company has elected to recognize compensation expense based on the criteria that the stock awards vest immediately on the issuance date. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent period if actual forfeitures differ from initial estimates. There were no forfeitures of share based compensation | |
Net Loss Per Share | Net Loss Per Share |
Under the provisions of ASC 260, “Earnings per Share,” basic loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted net loss per 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 would then share in the income of the Company, subject to anti-dilution limitations. The common stock equivalents have not been included as they are anti-dilutive. As of December 31, 2014, there were stock options outstanding for the purchase of 300,000 common shares, warrants for the purchase of 5,418,629 common shares, and rights to convert debt into 1,090,000 shares which could potentially dilute future earnings per share. As of December 31, 2013, there were stock options outstanding for the purchase of 300,000 common shares, warrants for the purchase of 3,850,000 common shares and rights to convert debt into 150,000 shares which could potentially dilute future earnings per share. | |
Recent Accounting Pronouncements, Policy | Recent Accounting Pronouncements |
Adopted | |
Effective January 2013, we adopted FASB ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (ASU 2011-11). The amendments in ASU 2011-11 require the disclosure of information on offsetting and related arrangements for financial and derivative instruments to enable users of its financial statements to understand the effect of those arrangements on its financial position. Amendments under ASU 2011-11 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after January 1, 2013. The adoption of this update did not have a material impact on the financial statements. | |
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. | |
On June 10, 2014, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2014-10, Development Stage Entities (Topic 915) – Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, which eliminates the concept of a development stage entity (DSE) its entirety from current accounting guidance. We have elected early adoption of this standard, which eliminates the designation of DSEs and the requirement to disclose results of operations and cash flows since inception. | |
Not Adopted | |
ASU 2014-09 affects any entity using U.S. GAAP that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (e.g., insurance contracts or lease contracts). This ASU will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance. This ASU also supersedes some cost guidance included in Subtopic 605-35, Revenue Recognition—Construction-Type and Production-Type Contracts. In addition, the existing requirements for the recognition of a gain or loss on the transfer of nonfinancial assets that are not in a contract with a customer (e.g., assets within the scope of Topic 360, Property, Plant, and Equipment, and intangible assets within the scope of Topic 350, Intangibles—Goodwill and Other) are amended to be consistent with the guidance on recognition and measurement (including the constraint on revenue) in this ASU. For a public entity, the amendments in this ASU are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. | |
The FASB has issued Accounting Standards Update (ASU) No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. | |
Under Generally Accepted Accounting Principles (GAAP), financial statements are prepared under the presumption that the reporting organization will continue to operate as a going concern, except in limited circumstances. Financial reporting under this presumption is commonly referred to as the going concern basis of accounting. The going concern basis of accounting is critical to financial reporting because it establishes the fundamental basis for measuring and classifying assets and liabilities. | |
Currently, GAAP lacks guidance about management’s responsibility to evaluate whether there is substantial doubt about the organization’s ability to continue as a going concern or to provide related footnote disclosures. This ASU provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes. | |
The amendments are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early application is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. The Company did not elect for early adoption. | |
We have evaluated the recent accounting pronouncements through the date of issuance of the report and believe that none of them will have a material effect on our financial statements. | |
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. | |
Recovered_Sheet1
Accounts payable and accrued expenses (TABLE) | 12 Months Ended | |||||
Dec. 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 December 31, 2014 and 2013: | |||||
2014 | 2013 | |||||
Accounts payable | $ | 125,980 | $ | 63,427 | ||
Other current liabilities | - | 186,677 | ||||
$ | 125,980 | $ | 250,104 |
Convertible_Notes_issued_by_th
Convertible Notes issued by the Company (TABLE) | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Convertible Notes issued by the Company (TABLE): | |||||||
Convertible Notes issued by the Company (TABLE) | Principal | BCF | Amort. Of | Prin. Balance | Accrued | Total Balance | |
Convertible Notes | Value | Discount | Discount | 12/31/2014 | Interest | 12/31/2014 | |
2013 10% Convertible Notes | $15,000 | - | - | 15,000 | 1,718 | 16,718 | |
2014 10% Convertible Notes | $94,000 | -81,468 | 32,500 | 45,032 | 2,384 | 47,416 | |
Total | $109,000 | -81,468 | 32,500 | 60,032 | 4,102 | 64,134 |
STOCK_OPTIONS_AND_WARRANTS_TAB
STOCK OPTIONS AND WARRANTS (TABLE) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
STOCK OPTIONS AND WARRANTS (TABLE): | |||||||||||
A summary of warrant activity is as follows:(TABLE) | A summary of warrant activity as of December 31, 2014 and changes during the year then ended is presented below: | ||||||||||
Warrants [ex Plan Options] | Weighted Avg Exercise Price | Avg Remaining Contractual Life [Yrs] | Weighted Avg Expiration Date | ||||||||
Outstanding December 31, 2013 | 3,850,000 | $1.00 | 1.69 | 9/13/16 | |||||||
Issued in 2014 - Investors | 363,333 | $1.00 | 3 | 3/5/17 | |||||||
Issued in 2014 - Services | 1,705,295 | $1.00 | 2 | 6/17/16 | |||||||
Exercised | - | - | - | - | |||||||
Forfeited or Expired | -500,000 | - | - | - | |||||||
Outstanding December 31, 2014 | 5,418,628 | $1.00 | 1.84 | 10/1/16 | |||||||
Exercisable December 31, 2014 | 5,418,628 | $1.00 | 1.84 | 10/1/16 | |||||||
A Summary of Option Activity Plan changes for 2013 and 2014 | Options | Weighted Average Exercise Price | Average Remaining Contractual Life (Years) | Weighted Average Expiration Date | |||||||
Outstanding at December 31, 2013 | 300,000 | $ | 1 | 0.79 | 10/18/15 | ||||||
Granted | - | - | - | - | |||||||
Exercised | - | - | - | - | |||||||
Forfeited or expired | - | - | - | - | |||||||
Outstanding at December 31, 2014 | 300,000 | $ | 1 | 0.79 | - | ||||||
Exercisable at December 31, 2014 | 300,000 | $ | 1 | 0.79 | - |
INCOME_TAXES_TABLE
INCOME TAXES (TABLE) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
INCOME TAXES (TABLE): | ||||||||||
Provision for Income TAXES For The Year Ended Dec 2013 and 2014 | Our provisions for income taxes for the years ended December 31, 2014 and 2013, respectively, were as follows (using our blended effective Federal and State income tax rate of 35.0%): | |||||||||
2014 | 2013 | |||||||||
Current Tax Provision: | ||||||||||
Federal and state | ||||||||||
Taxable income | $ | - | $ | - | ||||||
Total current tax provision | $ | - | $ | - | ||||||
Deferred Tax Provision: | ||||||||||
Federal and state | ||||||||||
Net loss carryforwards | $ | -2,653,000 | $ | -778,000 | ||||||
Valuation allowance | 2,653,000 | 778,000 | ||||||||
Total deferred tax provision | $ | - | $ | - | ||||||
Deferred Tax Assets For 2013 and 2014 | Deferred tax assets at December 31, 2014 and 2013 consisted of the following: | |||||||||
2014 | 2013 | |||||||||
Deferred tax assets: | ||||||||||
$ | 929,000 | $ | 276,000 | |||||||
Net operating loss carryforwards | ||||||||||
Valuation allowance | -929,000 | -276,000 | ||||||||
Net deferred tax assets | $ | - | $ | - | ||||||
Reconciliation of Expected Tax benifit (TABLE) | Years ended December 31, | |||||||||
2014 | 2013 | |||||||||
Federal income tax rate at 35% | $ | -653,000 | 35.00% | $ | -276,000 | 35.00% | ||||
State income tax, net of federal benefit | - | - | - | -% | ||||||
Change in valuation allowance | 653,000 | -35.00% | 276,000 | -35.00% | ||||||
Benefit for income taxes | $ | - | -% | $ | - | -% |
GOING_CONCERN_Details
GOING CONCERN (Details) (USD $) | Dec. 31, 2014 |
GOING CONCERN DETAILS | |
Operating losses and an accumulated deficit | $2,653,113 |
Incurred loss amounted | $1,851,239 |
Loan_receivable_transactions_D
Loan receivable transactions (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Loan receivable transactions | ||
Loans receivable | $84,000 | $84,000 |
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 $) | Dec. 31, 2014 | Dec. 31, 2013 |
Accounts payable and accrued expenses consist of the following | ||
Accounts payable | $125,980 | $63,427 |
Other current liabilities | 0 | 186,677 |
Total Accounts payable and accrued expenses | $125,980 | $250,104 |
Secured_Convertible_Promissory
Secured Convertible Promissory Notes (Details) (USD $) | Oct. 31, 2014 | Aug. 31, 2014 | Jul. 31, 2014 | Jul. 02, 2014 | Mar. 31, 2014 | Nov. 07, 2013 |
Secured Convertible Promissory Notes | ||||||
Secured Convertible Promissory Notes with two investors in the aggregate amount. | $15,000 | $9,000 | $7,500 | $5,000 | $15,000 | |
The notes accrue interest per annum at a rate | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | |
Conversion price per share | $0.10 | $0.10 | $0.10 | $0.10 | ||
Exercise price per share | $1 | |||||
Issuance discount upon issuance | 1,000 | |||||
Net proceeds of note | 4,000 | |||||
Company recorded a beneficial conversion feature on the date of issuance equals to the intrinsic value | $8,667 | $6,500 | $4,333 |
Amortization_Of_Debt_Discount_
Amortization Of Debt Discount (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Amortization Of Debt Discount | |
Notes issued by the company | $94,000 |
Amortization of debt discount of notes issued | 81,468 |
Amortization of debt discount of notes issued in August 2014 | $32,500 |
Common_stock_subscription_agre
Common stock subscription agreements (Details) (USD $) | Jun. 30, 2014 | 28-May-14 |
Common stock subscription agreements | ||
Company entered into subscription agreement with its outside legal counsel pursuant to which the Company agreed to issue a total of shares | 250,000 | |
Shares of common stock issued at a price per share | $0.10 | |
Company issued three-year warrants to purchase shares of common stock | 250,000 | |
Shares of common stock issued for three-year warrants at a price per share | $1 | |
legal service expenses amounted | $25,000 | |
The Company also entered subscription agreement with an accredited investor pursuant to which the Company issued a total of shares. | 250,000 | |
Three-year warrants to purchase shares of common stock at $1.00 per share, to settle expenses that investor paid on behalf of the Company. | $250,000 | |
Company entered into subscription agreements with 13 accredited investors and agreed to issue a total of shares of common stock | 2,850,000 | |
Company issued three-year warrants to purchase shares of common stock to 13 accredited investors | 2,850,000 | |
Cash proceeds of shares issued for three-year warrants to13 accredited investors | 285,000 | |
Company entered into subscription agreements with 6 accredited investors and agreed to issue a total of shares of common stock | 363,333 | |
Company issued three-year warrants to purchase shares of common stock to 6 accredited investors | 363,333 | |
Cash proceeds of shares issued for three-year warrants to 6 accredited investors | $235,000 |
Common_stock_Consulting_agreem
Common stock Consulting agreements (Details) (USD $) | Oct. 22, 2014 | Sep. 25, 2014 | Aug. 25, 2014 | Jul. 02, 2014 | Jun. 12, 2014 | Mar. 17, 2014 | Dec. 10, 2013 | Oct. 17, 2013 |
Common stock Consulting agreements | ||||||||
Company entered into a Consulting Agreement and issued shares | 260,000 | 1,255,295 | 40,000 | 300,000 | 500,000 | |||
Price per share used in the most recent equity sale transaction considered for this issue | $0.75 | $0.75 | $0.75 | |||||
Value of the shares issued under Consulting Agreement | $260,000 | $941,471 | $30,000 | $225,000 | ||||
Monthly consulting fee paid under Consulting Agreement | 5,000 | |||||||
Common stock issued to purchase warrants under Consulting Agreement | 1,255,295 | |||||||
Price per share of Common stock issued to purchase warrants under Consulting Agreement | $1 | |||||||
Value of Common stock issued to purchase warrants under Consulting Agreement | 85,991 | |||||||
Company issued shares of Company common stock to each of members of legal counsel | 500,000 | |||||||
Exercise of the Warrant would allow Mr. Blackwell to purchase of shares | 300,000 | |||||||
The Fair Market Value of the warrants was determined | $23,581 | $41,018 | ||||||
Company agreed to issue Mr. Wolff common stock shares | 50,000 | |||||||
Company issued warrants to purchase shares | 150,000 |
Stock_Options_2013_Equity_Ince
Stock Options 2013 Equity Incentive Plan transactions (Details) | Oct. 17, 2013 | 28-May-13 |
Stock Options transactions | ||
Total of shares of common stock reserved for awards under the 2013 Plan. | 1,500,000 | |
Company issued options to purchase Common Stock under its 2013 Equity Incentive Plan | 100,000 |
Expected_tax_benefit_computed_
Expected tax benefit computed (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
U.S. federal and state statutory income tax rates to our tax benefit | ||
Federal income tax rate at 35% | ($653,000) | ($276,000) |
Federal income tax rate | 35.00% | 35.00% |
State income tax, net of federal benefit | 0 | 0 |
Federal income tax rate, | 0.00% | 0.00% |
Change in valuation allowance | $653,000 | $276,000 |
Federal income tax rate; | -35.00% | -35.00% |
NOLDetails
NOL(Details) (USD $) | Dec. 31, 2014 |
NOL Details | |
Company has approximately net operating loss | $2,653,000 |
Deferred_tax_assets_Details
Deferred tax assets (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred tax assets: | ||
Net operating loss carryforwards, | $929,000 | $276,000 |
Valuation allowance | -929,000 | -276,000 |
Net deferred tax assets | $0 | $0 |
Provisions_For_Income_taxesDet
Provisions For Income taxes(Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Current Tax Provision: | ||
Federal and state | $0 | |
Taxable income | 0 | |
Federal and state, | 0 | |
Net loss carryforwards: | -2,653,000 | -778,000 |
Valuation allowance, | 2,653,000 | 778,000 |
Total deferred tax provision | $0 | $0 |
Common_Stock_transaction_Detai
Common Stock transaction (Details) (USD $) | Dec. 31, 2014 | Jun. 01, 2011 | 27-May-11 | Jul. 19, 2010 |
Common Stock transaction Details | ||||
Company is authorized to issue shares of common stock | 100,000,000 | |||
Company is authorized to issue shares of Preferred stock | 20,000,000 | 20,000,000 | ||
Company issued shares to its sole director and officer | 20,000,000 | |||
Director and officer shares for cash | $2,000 | |||
Company redeemed shares from two shareholders | 19,500,000 | |||
Redemption share price | $0.00 | |||
Aggregate redemption share price | $1,950 | |||
Company issued shares of common stock to new unrelated third party investors | 19,500,000 |
Yanshi_Steven_Chen_Details
Yanshi (Steven) Chen (Details) (USD $) | Mar. 02, 2012 |
Share details | |
Company owner shares are(YANSHI) | 17,000,000 |
DEP group owner of share | 2,500,000 |
Transferred total shares | 19,500,000 |
Outstanding shares | 20,000,000 |
Company's common stock to Joseph Merhi for an aggregate purchase price | $95,000 |
A_summary_of_warrant_activity_
A summary of warrant activity is as follows (Details) | Wattants -Ex plan options | Weighted-Average Exercise Price | Average Remaining Contractual Life (Years) |
Outstanding Warrants (Weighted average Expiratioin date September 13 , 2016) at Dec. 31, 2013 | 3,850,000 | 1 | 1.69 |
Issued in 2014 - Investors (Weighted average Expiratioin date March 5 , 2017) | 363,333 | 1 | 3 |
Issued in 2014 - Services (Weighted average Expiratioin date June 17, 2016) | 1,705,295 | 1 | 2 |
Exercised, | 0 | ||
Forfeited or expired , | -500,000 | ||
Exercisable-December 31, 2014(Weighted average Expiratioin date January 1 , 2016) | 5,418,628 | 1 | 1.84 |
Outstanding Warrants (Weighted average Expiratioin date January 1 , 2016); at Dec. 31, 2014 | 5,418,628 | 1 | 1.84 |
A_summary_of_Options_activity_
A summary of Options activity is as follows (Details) | Options | Weighted Average- Exercise Price | Average Remaining Contractual Life(in years) |
Outstanding (Weighted average Expiratioin date October 18, 2015) at Dec. 31, 2013 | 300,000 | 1 | 0.79 |
Granted | 0 | ||
Exercised, | 0 | 0 | 0 |
Forfeited or expired , | 0 | ||
Exercisable-December 31, 2014 | 300,000 | 1 | 0.79 |
Outstanding : at Dec. 31, 2014 | 300,000 | 1 | 0.79 |
Stock_Warrants_valuation_assum
Stock Warrants valuation assumptions (Details) (USD $) | Dec. 31, 2014 | Oct. 22, 2014 | Sep. 25, 2014 | Jul. 02, 2014 | Jun. 01, 2013 |
Stock Warrants valuation assumptions | |||||
Stock Warrants Expected volatility | 45.00% | 78.00% | 71.00% | 48.00% | 103.00% |
Stock Warrants Expected term in years | 1 | 1 | 1 | 1 | 1 |
Stock Warrants Risk free rate | 0.14% | 0.11% | 0.09% | 0.10% | 0.14% |
The estimated fair value of the warrants | $31,541 | $668 | |||
Stock warrant dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Notes_PayableRelated_Party_Det
Notes Payable-Related Party (Details) (USD $) | Jul. 31, 2014 | Apr. 30, 2014 | Dec. 31, 2013 |
Notes payable details | |||
Company issued an unsecured and non-interest bearing note payable for an amount of | $20,000 | ||
Company issued an unsecured interest bearing note payable | 70,000 | ||
Rate of interest per annum on note payable | 10.00% | 10.00% | |
For services rendered,as a consultant in the amount | $8,438 |
CONVERTIBLE_NOTES_Details
CONVERTIBLE NOTES (Details) (USD $) | Principal Value | BCF Discount | Amort. Of Discount | Prin. Balance dec 2014 | Accrued Interest Amount | Total Balance |
Opening balance at Dec. 31, 2013 | $0 | |||||
2013 10% Convertible Notes | 15,000 | 15,000 | 1,718 | 16,718 | ||
2014 10% Convertible Notes | 94,000 | -81,468 | 32,500 | 45,032 | 2,384 | 47,416 |
Total | 109,000 | -81,468 | 32,500 | 60,032 | 4,102 | 64,134 |
Closing balance at Dec. 31, 2014 | $0 |