Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 14-May-15 | |
Document and Entity Information: | ||
Entity Registrant Name | LED Lighting Co | |
Entity Trading Symbol | LEDL | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
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 | 2015 | |
Document Fiscal Period Focus | Q1 |
CONDENSED_BALANCE_SHEETS
CONDENSED BALANCE SHEETS (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash | $9,698 | $27,192 |
Accounts Receivable | 30,000 | 0 |
Loan receivable | 84,000 | 84,000 |
Prepaid Expenses | 36,738 | 47,138 |
Total Current Assets | 160,436 | 158,330 |
TOTAL ASSETS | 160,436 | 158,330 |
Current Liabilities | ||
Accounts payable & accrued expenses | 149,931 | 125,980 |
Convertible promissory notes, related parties | 95,566 | 60,032 |
Notes payable, related parties | 98,438 | 98,438 |
Total Liabilities | 343,935 | 284,450 |
Stockholders' Deficit | ||
Preferred stock, $0.0001 par value, 20,000,000 shares authorized; no shares issued and outstanding as of March 31, 2015 and December 31, 2014, respectively | 0 | 0 |
Common stock, $0.0001 par value, 100,000,000 shares authorized; 8,718,629 shares issued and outstanding as of March 31, 2015 and December 31, 2014, respectively | 872 | 872 |
Additional paid-in capital | 2,526,121 | 2,526,121 |
Accumulated deficit | -2,710,492 | -2,653,113 |
Total Stockholders' Deficit | -183,499 | -126,120 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $160,436 | $158,330 |
CONDENSED_BALANCE_SHEETS_PAREN
CONDENSED BALANCE SHEETS PARENTHETICALS (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
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 | 8,718,629 |
Common Stock, shares outstanding | 8,718,629 | 8,718,629 |
CONDENSED_STATEMENTS_OF_OPERAT
CONDENSED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Revenue: | ||
Revenue | $30,000 | $0 |
Cost of revenue | 15,000 | 0 |
Gross profit | 15,000 | 0 |
Stock based compensation | 0 | 225,167 |
Consulting expense | 6,100 | 100,000 |
Operating expenses | 27,520 | 88,134 |
Loss from operations | -18,620 | -413,301 |
Other expense | -38,759 | 0 |
Interest expense | -38,759 | 0 |
Loss before income taxes | -57,379 | -413,301 |
Income tax expense | 0 | 0 |
Net loss | ($57,379) | ($413,301) |
Loss per share - basic | ($0.01) | ($0.06) |
Weighted average shares - basic | 8,718,629 | 6,659,741 |
CONDENSED_STATEMENTS_OF_CASH_F
CONDENSED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
OPERATING ACTIVITIES: | ||
Net loss | ($57,379) | ($413,301) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Common stock issued for services | 0 | 225,167 |
Amortization of debt discount | 35,534 | 0 |
Changes in operating assets and liabilities | ||
Prepaid and other current assets | -19,600 | -7,186 |
Accounts payable & accrued expenses | 23,951 | 69,799 |
Net cash used in operating activities | -17,494 | -125,521 |
FINANCING ACTIVITIES: | ||
Proceeds from the issuance of common stock | 0 | 235,000 |
Net cash provided by financing activities | 0 | 235,000 |
Net increase (decrease) in cash | -17,494 | 109,479 |
Cash, beginning of period | 27,192 | 194 |
Cash, end of period | 9,698 | 109,673 |
Interest Paid | 0 | 0 |
Taxes Paid | $0 | $0 |
NATURE_OF_OPERATIONS_AND_SUMMA
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2015 | |
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 supplies 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). | |
On May 30, 2013, the Company had entered into a Non-Exclusive Distributor Agreement with Polybrite International, Inc. (“Polybrite”) pursuant to which the Company is a non-exclusive distributor of Polybrite’s LED products. The agreement provides that the Company may purchase Polybrite’s LED products on most favored nation’s terms. The term of the agreement is for five years, subject to any early termination. On May 30, 2013, the Company had also entered into a Sales Representative Agreement with Polybrite pursuant to which the Company was appointed as a non-exclusive sales representative of Polybrite’s LED products. The agreement provides that the Company may make introductions, solicit sales, and make referrals for purchases of Polybrite’s LED products and receive commission compensation upon the completion of such sales. The term of the agreement is for eight years, subject to either party’s right to terminate earlier. 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. The summary of the Sales Representative Agreement and Distributor Agreement is qualified in its entirety by reference to the Sales Representative Agreement which is filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on June 10, 2013. | |
On October 12, 2013, the Company had entered into an Agreement and amendment (the “Agreement”) with Goeken Group Corp. and its wholly-owned subsidiary, PolyBrite International, Inc. (“PolyBrite”) pursuant to which the Company and PolyBrite agreed to work together to secure funding for PolyBrite, retain the management consulting services, 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 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 December 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 had 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, 2014. 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. | |
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, 2014 (2014 Form 10-K) as filed with the SEC. | |
In the quarter ending June 30, 2014, the Company has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the Company to remove the inception to date information and all references to development stage. | |
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, 2015 and December 31, 2014. | |
REVENUE RECOGNITION | |
We recognize revenue for our sales or services rendered when each of the following four criteria is met: persuasive evidence of an arrangement exists; delivery has occurred or services have been rendered; the seller’s price to the buyer is fixed or determinable; and collectability 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 basis. | |
Due to our history of losses since inception, there is not enough evidence at this time to support that we will generate future income of a sufficient amount and nature to utilize the benefits of its net deferred tax assets. Accordingly, the deferred tax assets have been reduced by a valuation allowance, since it has been determined that it is more likely than not that all of the deferred tax assets will not be realized. Therefore, no federal or state income taxes are expected and none have been recorded as of March 31, 2015. Income taxes have been accounted for using the liability method. | |
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, 2015 and December 31, 2014 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. | |
The Company has sustained operating losses and has an accumulated deficit of $2,710,492 since inception of the Company on July 19, 2010 through March 31, 2015. 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 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. |
RECENT_ACCOUNTING_PRONOUNCEMEN
RECENT ACCOUNTING PRONOUNCEMENTS | 3 Months Ended |
Mar. 31, 2015 | |
RECENT ACCOUNTING PRONOUNCEMENTS | |
RECENT ACCOUNTING PRONOUNCEMENTS | NOTE 2 – RECENT ACCOUNTING PRONOUNCEMENTS |
Adopted | |
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 | |
On August 27, 2014, the Financial Accounting Standards Board 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, which requires an entity’s management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). We have declined to adopt this standard in advance of the date on which adoption is required, December 15, 2016. | |
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” (ASU 2014-09), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). Early adoption is not permitted. The Company is currently evaluating the impact of the pending adoption of ASU 2014-09 on its consolidated financial statements and has not yet determined the method by which it will adopt the standard beginning January 1, 2017. | |
We have evaluated the recent accounting pronouncements through ASU 2015-04 and believe that none of them will have a material effect on our financial statements for periods up to March 31, 2015. |
LOAN_RECEIVABLE
LOAN RECEIVABLE | 3 Months Ended |
Mar. 31, 2015 | |
LOAN RECEIVABLE | |
LOAN RECEIVABLE | NOTE 3 – LOAN RECEIVABLE |
Loan receivable amounted to $84,000 as of December 31, 2014 and March 31, 2015, and consists of an advance of $70,000 made to Polybrite International, Inc. (Polybrite) for marketing expenses and fees of $14,000 earned related to the December 2013 Purchase Order Financing and Distribution Agreement that was entered into with Polybrite. The Company is a sales representative and distributor of Polybrite’s LED products. As the company is actively marketing Polybrite’s products, it anticipates repayment of this loan during 2015. |
ACCOUNTS_PAYABLE_AND_ACCRUED_E
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | |||||||
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES | ||||||
Accounts payable and accrued expenses consist of the following as of March 31, 2015 and December 31, 2014: | |||||||
March 31, | December 31, | ||||||
2015 | 2014 | ||||||
Accounts payable | $ | 142,405 | $ | 121,679 | |||
Other accrued expenses | 7,526 | 4,301 | |||||
$ | 149,931 | $ | 125,980 | ||||
The largest component of the Company’s liabilities is the $121,316 in legal services provided by the Company’s counsel; this is unchanged from December 31, 2014. The primary source of increase in accounts payable is the $15,000 invoice for cost of sales presented to the Company associated with its March 23, 2015 sale of $30,000 of consumer products. Other accrued expenses consist of interest due on convertible and other notes that is to date unpaid. |
CONVERTIBLE_PROMISSORY_NOTES_R
CONVERTIBLE PROMISSORY NOTES, RELATED PARTY | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
CONVERTIBLE PROMISSORY NOTES, RELATED PARTY | |||||||||
CONVERTIBLE PROMISSORY NOTES, RELATED PARTY | NOTE 5 – CONVERTIBLE PROMISSORY NOTES, RELATED PARTY | ||||||||
Effective November 7, 2013, the Company entered into two Secured Convertible Promissory Notes 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 a 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 Form 10-Q. | |||||||||
In July 2014, the Company entered into three Convertible Promissory Notes with investors, two of whom are related parties, and one with a Director, in the aggregate amount of $20,000. 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 August 2014, the Company entered into two Convertible Promissory Notes with related party investors in the Company 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 investors, one of whom is a related party, 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 Form 10-Q. | |||||||||
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. In 2014, $32,500 of that discount was amortized. During the first quarter of 2015, amortization of debt discounts amounted to $35,534. | |||||||||
Principal value of Convertible Notes less the aggregate discounts plus amortization of debt discounts equals the $95,566 Convertible Promissory Notes liability on the March 31, 2015 Balance Sheet. A summary table of Convertible Notes issued by the Company is presented below. | |||||||||
Prin | BCF | Amort. Of | Prin. Balance | Prev. Accrued | Q1. Accrued | Total Balance | |||
Convertible Notes | Value | Discount | Discount | 3/31/15 | Interest | Interest | 3/31/15 | ||
2013 10% Convertible Notes | $ | 15,000 | - | - | 15,000 | 1,718 | 375 | 17,093 | |
2014 10% Convertible Notes | $ | 94,000 | -48,967 | 35,534 | 80,566 | 2,384 | 2,350 | 85,300 | |
Total | $109,000 | -48,967 | 35,534 | 95,566 | 4,102 | 2,725 | 102,393 |
NOTE_PAYABLE_RELATED_PARTY
NOTE PAYABLE, RELATED PARTY | 3 Months Ended |
Mar. 31, 2015 | |
NOTE PAYABLE, RELATED PARTY | |
NOTE PAYABLE, RELATED PARTY | NOTE 6 – NOTE 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 | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
STOCK BASED COMPENSATION | |||||
STOCK BASED COMPENSATION | NOTE 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. There were no issuances of stock based compensation in the first quarter of 2015. | |||||
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 fiscal quarter ended March 31, 2015 is presented below: | |||||
Options Under the Plan | Weighted Avg Exercise Price | Avg Remaining Contractual Life [Yrs] | Weighted Avg Expire Date | ||
Outstanding December 31, 2014 | 300,000 | $ 1.00 | 0.69 | 10/18/15 | |
Granted in Q1 2015 | - | - | - | - | |
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 Average Expiration Date | ||
Outstanding December 31, 2014 | 5,418,628 | $ 1.00 | 1.84 | 10/1/16 | |
Granted in Q1 2015 | - | - | - | - |
STOCKHOLDERS_DEFICIT
STOCKHOLDERS' DEFICIT | 3 Months Ended |
Mar. 31, 2015 | |
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. | |
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. |
Accounting_Policies_POLICIES
Accounting Policies (POLICIES) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies (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 supplies 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). | |
On May 30, 2013, the Company had entered into a Non-Exclusive Distributor Agreement with Polybrite International, Inc. (“Polybrite”) pursuant to which the Company is a non-exclusive distributor of Polybrite’s LED products. The agreement provides that the Company may purchase Polybrite’s LED products on most favored nation’s terms. The term of the agreement is for five years, subject to any early termination. On May 30, 2013, the Company had also entered into a Sales Representative Agreement with Polybrite pursuant to which the Company was appointed as a non-exclusive sales representative of Polybrite’s LED products. The agreement provides that the Company may make introductions, solicit sales, and make referrals for purchases of Polybrite’s LED products and receive commission compensation upon the completion of such sales. The term of the agreement is for eight years, subject to either party’s right to terminate earlier. 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. The summary of the Sales Representative Agreement and Distributor Agreement is qualified in its entirety by reference to the Sales Representative Agreement which is filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on June 10, 2013. | |
On October 12, 2013, the Company had entered into an Agreement and amendment (the “Agreement”) with Goeken Group Corp. and its wholly-owned subsidiary, PolyBrite International, Inc. (“PolyBrite”) pursuant to which the Company and PolyBrite agreed to work together to secure funding for PolyBrite, retain the management consulting services, 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 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 December 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 had 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, 2014. 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. | |
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, 2014 (2014 Form 10-K) as filed with the SEC. | |
In the quarter ending June 30, 2014, the Company has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the Company to remove the inception to date information and all references to development stage. | |
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, 2015 and December 31, 2014. | |
REVENUE RECOGNITION | REVENUE RECOGNITION |
We recognize revenue for our sales or services rendered when each of the following four criteria is met: persuasive evidence of an arrangement exists; delivery has occurred or services have been rendered; the seller’s price to the buyer is fixed or determinable; and collectability 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 basis. | |
Due to our history of losses since inception, there is not enough evidence at this time to support that we will generate future income of a sufficient amount and nature to utilize the benefits of its net deferred tax assets. Accordingly, the deferred tax assets have been reduced by a valuation allowance, since it has been determined that it is more likely than not that all of the deferred tax assets will not be realized. Therefore, no federal or state income taxes are expected and none have been recorded as of March 31, 2015. Income taxes have been accounted for using the liability method. | |
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, 2015 and December 31, 2014 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. | |
The Company has sustained operating losses and has an accumulated deficit of $2,710,492 since inception of the Company on July 19, 2010 through March 31, 2015. 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 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. |
SCHEULE_OF_ACCOUNTS_PAYABLE_AN
SCHEULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
SCHEULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES TABLE TEXT BLOCK | |||||||
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | Accounts payable and accrued expenses consist of the following as of March 31, 2015 and December 31, 2014: | ||||||
March 31, | December 31, | ||||||
2015 | 2014 | ||||||
Accounts payable | $ | 142,405 | $ | 121,679 | |||
Other accrued expenses | 7,526 | 4,301 | |||||
$ | 149,931 | $ | 125,980 |
SCHEDULE_OF_CONVERTIBLE_PROMIS
SCHEDULE OF CONVERTIBLE PROMISSORY NOTES, RELATED PARTY (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
SCHEDULE OF CONVERTIBLE PROMISSORY NOTES, RELATED PARTY | |||||||||
SCHEDULE OF CONVERTIBLE PROMISSORY NOTES, RELATED PARTY | Principal value of Convertible Notes less the aggregate discounts plus amortization of debt discounts equals the $95,566 Convertible Promissory Notes liability on the March 31, 2015 Balance Sheet. A summary table of Convertible Notes issued by the Company is presented below. | ||||||||
Prin | BCF | Amort. Of | Prin. Balance | Prev. Accrued | Q1. Accrued | Total Balance | |||
Convertible Notes | Value | Discount | Discount | 3/31/15 | Interest | Interest | 3/31/15 | ||
2013 10% Convertible Notes | $ | 15,000 | - | - | 15,000 | 1,718 | 375 | 17,093 | |
2014 10% Convertible Notes | $ | 94,000 | -48,967 | 35,534 | 80,566 | 2,384 | 2,350 | 85,300 | |
Total | $109,000 | -48,967 | 35,534 | 95,566 | 4,102 | 2,725 | 102,393 |
SCHEDULE_OF_STOCK_OPTIONS_AND_
SCHEDULE OF STOCK OPTIONS AND WARRANTS (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
SCHEDULE OF STOCK OPTIONS AND WARRANTS | |||||
A Summary of Option Activity Plan changes for 2013 and 2014 | A summary of option activity under the Plan as of December 31, 2013 and changes during the fiscal quarter ended March 31, 2015 is presented below: | ||||
Options Under the Plan | Weighted Avg Exercise Price | Avg Remaining Contractual Life [Yrs] | Weighted Avg Expire Date | ||
Outstanding December 31, 2014 | 300,000 | $ 1.00 | 0.69 | 10/18/15 | |
Granted in Q1 2015 | - | - | - | - | |
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 Average Expiration Date | ||
Outstanding December 31, 2014 | 5,418,628 | $ 1.00 | 1.84 | 10/1/16 | |
Granted in Q1 2015 | - | - | - | - |
FAIR_VALUE_OF_FINANCIAL_INSTRU
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) (USD $) | 56 Months Ended |
Mar. 31, 2015 | |
FAIR VALUE OF FINANCIAL INSTRUMENTS Detail: | |
Operating losses and an accumulated deficit | $2,710,492 |
LOAN_RECEIVABLES_AS_FOLLOWS_De
LOAN RECEIVABLES AS FOLLOWS (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
LOAN RECEIVABLES AS FOLLOWS: | ||
Loan receivables amounted | $84,000 | $84,000 |
Advance made to Polybrite | 70,000 | |
Fees earned | $14,000 |
Recovered_Sheet1
Accounts payable and accrued expenses consists of following (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Accounts payable and accrued expenses consists of following | ||
Accounts payable | $142,405 | $121,679 |
Other accrued expenses | 7,526 | 4,301 |
Total Accounts payable and Accrued expenses | $149,931 | $125,980 |
Secured_Convertible_Promissory
Secured Convertible Promissory Notes (Details) (USD $) | Mar. 31, 2015 | Nov. 01, 2014 | Oct. 01, 2014 | Aug. 01, 2014 | Jul. 01, 2014 | Nov. 07, 2013 |
Secured Convertible Promissory Notes | ||||||
Secured Convertible Promissory Notes with two investors in the aggregate amount. | $9,000 | $15,000 | ||||
Secured Convertible Promissory Notes with two related party investors and one Director | 20,000 | |||||
Secured Convertible Promissory Notes with one related party investor and one Director | 15,000 | |||||
Secured Convertible Promissory Notes with a related party investor | 50,000 | |||||
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 | $0.10 | |
Exercise price per share | $1 | |||||
Principal value of Convertible Notes after deducting aggregate discounts and amortization of debt discounts | $95,566 |
Accounts_payable_and_accrued_L
Accounts payable and accrued Laibilities (Details) (USD $) | Mar. 23, 2015 | Dec. 31, 2014 |
Accounts payable and accrued Laibilities Details | ||
Legal services liabilities | $121,316 | |
Increase in accounts payable | 15,000 | |
Sale of consumer products | $30,000 |
NOTE_PAYABLE_RELATED_PARTY_Det
NOTE PAYABLE, RELATED PARTY (Details) (USD $) | Jul. 31, 2014 | Apr. 30, 2014 | Dec. 31, 2013 |
NOTE PAYABLE, RELATED PARTY Details: | |||
Company issued an unsecured and non-interest bearing note payable | $70,000 | ||
Company issued an unsecured, 10% bearing note payable to related party,for services rendered as a consultant | $8,438 | $20,000 |
CAPITAL_STOCK_TRANSACTIONS_Det
CAPITAL STOCK TRANSACTIONS (Details) (USD $) | Mar. 31, 2015 | Oct. 22, 2014 | Sep. 25, 2014 | Aug. 31, 2014 | Jul. 01, 2014 | Jun. 12, 2014 | Mar. 17, 2014 | Dec. 10, 2013 | Oct. 17, 2013 | 28-May-13 | Mar. 02, 2012 | 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 | 50,000 | 260,000 | 1,255,295 | 300,000 | 500,000 | 500,000 | 250,000 | 19,500,000 | 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 | 1,100,000 | |||||||||||||
Settle legal service expenses amounted | 25,000 | |||||||||||||
Warrants to purchase up to shares of common stock | 150,000 | 300,000 | 1,255,295 | 250,000 | ||||||||||
Shares of common stock per share | $1 | $0.75 | $0.75 | $0.75 | $1 | |||||||||
Consideration for a monthly consulting fee | 5,000 | |||||||||||||
Issued additional common shares | 40,000 | |||||||||||||
Warrants were valued using the Black-Scholes valuation model | 85,991 | |||||||||||||
The Fair Market Value of the warrants | $23,581 | $41,018 |