Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 16, 2015 | |
Document and Entity Information: | ||
Entity Registrant Name | LED Lighting Co | |
Entity Trading Symbol | ledl | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Entity Central Index Key | 1,502,659 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 13,157,195 | |
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 | 2,015 | |
Document Fiscal Period Focus | Q3 |
CONDENSED BALANCE SHEETS (Unaud
CONDENSED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash | $ 0 | $ 27,192 |
Accounts Receivable | 30,000 | 0 |
Loan receivable | 84,000 | 84,000 |
Prepaid Expenses | 36,738 | 47,138 |
Total Current Assets | 150,738 | 158,330 |
TOTAL ASSETS | 150,738 | 158,330 |
Current Liabilities | ||
Bank Overdraft | 5 | 0 |
Accounts payable & accrued expenses | 12,761 | 125,980 |
Convertible promissory notes, net | 0 | 60,032 |
Note payable - related party | 0 | 98,438 |
Total Liabilities | 12,766 | 284,450 |
Stockholders' Equity | ||
Preferred stock, $0.0001 par value, 20,000,000 shares authorized and 0 shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively | 0 | 0 |
Common stock, $0.0001 par value, 100,000,000 shares authorized and 13, 157,195 shares issued and outstanding as of September 30, 2015 and 8,718,629 shares issued and outstanding as of December 31, 2014, respectively | 1,316 | 872 |
Additional paid-in capital | 2,969,534 | 2,526,121 |
Accumulated equity (deficit) | (2,832,878) | (2,653,113) |
Total Stockholders' Equity (Deficit) | 137,972 | (126,120) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 150,738 | $ 158,330 |
CONDENSED BALANCE SHEETS PARENT
CONDENSED BALANCE SHEETS PARENTHETICALS - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Parentheticals | ||
Preferred Stock, par value | $ 0.0001 | $ 0.0001 |
Preferred Stock, shares authorized | 20,000,000 | 20,000,000 |
Common Stock, par value | $ 0.0001 | $ 0.0001 |
Common Stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 13,127,195 | 8,718,629 |
Common Stock, shares outstanding | 13,127,195 | 8,718,629 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
REVENUES: | ||||
Revenue | $ 0 | $ 20,000 | $ 30,000 | $ 20,000 |
Cost of revenue | 0 | 20,000 | 15,000 | 20,000 |
Gross Profit | 0 | 0 | 15,000 | 0 |
Stock based compensation | 0 | 89,113 | 0 | 344,447 |
Consulting expense | 50,000 | 991,471 | 87,850 | 1,166,471 |
General and Administrative | 12,185 | 18,648 | 49,430 | 222,975 |
Operating Loss | (62,185) | (1,099,232) | (122,280) | (1,733,893) |
Other income (expense) | ||||
Interest expense | (2,068) | (4,611) | (53,585) | (4,611) |
Other income | (3,900) | 5,000 | (3,900) | 8,713 |
Total Other income expense | (5,968) | 389 | (57,485) | 4,102 |
Loss before income taxes | (68,153) | (1,098,843) | (179,765) | (1,729,791) |
Income tax expense | 0 | 0 | 0 | 0 |
Net loss | $ (68,153) | $ (1,098,843) | $ (179,765) | $ (1,729,791) |
Loss per share - basic and diluted | $ (0.01) | $ (0.13) | $ (0.02) | $ (0.23) |
Weighted average shares - basic and diluted | 11,480,403 | 8,362,132 | 9,396,600 | 7,387,275 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (179,765) | $ (1,729,791) |
Adjustments to reconcile net loss to net cash used by operating activities | ||
Common stock issued for services | 50,000 | 1,196,471 |
Stock based compensation | 0 | 89,447 |
Amortization of debt discount | 0 | 4,611 |
Decrease in discount to FV of convertible note | 48,967 | 0 |
Changes in operating assets and liabilities | ||
Accounts receivable | (30,000) | 0 |
Prepaid and other current assets | 10,400 | (47,096) |
Accounts payable & accrued expenses | 61,967 | 229,217 |
Net cash used in operating activities | (38,431) | (257,141) |
Total Cash Flows (used) in Investing Activities | 0 | 0 |
FINANCING ACTIVITIES: | ||
Bank Overdraft | 5 | 0 |
Advance to Company | 11,234 | 0 |
Proceeds from issuance of convertible promissory notes | 0 | 21,500 |
Proceeds from the issuance of note payable | 0 | 20,000 |
Proceeds from the issuance of common stock | 0 | 235,000 |
Net cash provided by financing activities | 11,239 | 276,500 |
Net increase (decrease) in cash | (27,192) | 19,359 |
Cash, beginning of period | 27,192 | 194 |
Cash, end of period | 0 | 19,553 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Shares issued for debt settlement | 393,856 | 260,000 |
Interest Paid | 0 | 0 |
Taxes Paid | $ 0 | $ 0 |
NATURE OF OPERATIONS AND SUMMAR
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 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. 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 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, 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, as management does not believe further discussions to be in the best interests of the Company. 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 elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements 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 September 30, 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 sellers 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 September 30, 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 September 30, 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 $2,832,878 since inception of the Company on July 19, 2010 through September 30, 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 PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 9 Months Ended |
Sep. 30, 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, 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 Entitys Ability to Continue as a Going Concern 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 2015-16 and believe that none of them will have a material effect on our financial statements for periods up to September 30, 2015. |
LOAN RECEIVABLE
LOAN RECEIVABLE | 9 Months Ended |
Sep. 30, 2015 | |
LOAN RECEIVABLE: | |
LOAN RECEIVABLE | NOTE 3 LOAN RECEIVABLE Loan receivable amounted to $84,000 as of December 31, 2014 and September 30, 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 Polybrites LED products. The Company is confident of receiving repayment on the loan receivable in the fourth quarter of 2015. |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 9 Months Ended |
Sep. 30, 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 September 30, 2015 and December 31, 2014: September 30, December 31, 2015 2014 Accounts payable and accrued expenses $ 12,761 $ 121,679 Other accrued expenses - 4,301 $ 12,761 $ 125,980 On August 4, 2015 the Company effected a conversion of all material liabilities with related and unrelated parties into equity. This enabled the Company to reduce its liabilities by a total of $393,856, including a reduction of accounts payable, accrued interest expenses and other obligations by a total of $173,116. The largest component of the Companys accounts payable had been the $118,857 in legal services provided by the Companys counsel, a related party, in 2014. Through the debt conversion the Company was also able to eliminate a $15,000 invoice for cost of sales presented to the Company, an obligation to pay a consultant in the amount of $25,000 for services related to marketing and sales, and an obligation to compensate a consultant in the amount of $6,750 for services related to company administration and reporting. |
CONVERTIBLE PROMISSORY NOTES, R
CONVERTIBLE PROMISSORY NOTES, RELATED PARTY | 9 Months Ended |
Sep. 30, 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 accrued interest at 10% per annum and were due and payable in one year. On August 4, 2015 the note holders converted all principal and interest outstanding under the notes into shares of Company common stock at the conversion price of $0.10 per share, and received 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. 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 accrued interest at 10% per annum and were due and payable in one year. On August 4, 2015 the note holders converted 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 accrued interest at 10% per annum and were due and payable in one year. On August 4, 2015 the note holders converted 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. On August 4, 2015 the note holders converted 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 accrued interest at 10% per annum and was due March 1, 2015. On August 4, 2015 the note holder converted all principal and interest outstanding under the notes into shares of Company common stock at the conversion price of $0.10 per share. 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. During the second quarter of 2015, amortization of debt discounts amounted to $9,534. The remaining $3,900 of discount to face value was eliminated by conversion of convertible debt to equity, and has therefore been charged to other expense as of August 4, 2015. Effective August 4, 2015, the Company agreed to convert all outstanding convertible debt including interest accrued ($109,000 and $10,578 respectively) into equity, issuing 1,195,780 shares of restricted common stock. The company no longer has related party convertible note debts. |
NOTE PAYABLE, RELATED PARTIES
NOTE PAYABLE, RELATED PARTIES | 9 Months Ended |
Sep. 30, 2015 | |
NOTE PAYABLE, RELATED PARTIES: | |
NOTE PAYABLE, RELATED PARTIES | NOTE 6 NOTE PAYABLE, RELATED PARTIES In December 2013, the Company issued an unsecured and non-interest bearing note payable for an amount of $70,000. On August 4, 2015 the note holder converted the note at the conversion price of $0.10 per share. 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. On August 4, 2015 the note holder converted all principal and interest outstanding under the notes into shares of Company common stock at the conversion price of $0.10 per share. In July 2014, the Company issued an unsecured, non-interest bearing note payable to Gary Rockis, a related party, for services rendered as a consultant in the amount of $8,438. On August 4, 2015 the note holder converted all principal and interest outstanding under the notes into shares of Company common stock at the conversion price of $0.10 per share. Effective August 4, 2015, the Company agreed to convert all these notes payable, totaling $98,438 in principal and $2,724 in accrued interest, to equity, issuing 1,011,620 shares of restricted common stock. The company no longer has related party notes payable debts. |
STOCK BASED COMPENSATION
STOCK BASED COMPENSATION | 9 Months Ended |
Sep. 30, 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 second quarter of 2015. Stock Options On May 28, 2013, the Companys 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 Companys 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, 2014 and changes during the three fiscal quarters ended September 30, 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 0.80 10/17/2015 Cancelled/forfeited - - - - Exercised - - - - Granted Q1-Q3 2015 - - - - Outstanding September 30, 2015 300,000 $1.00 0.05 10/17/2015 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 Companys 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 Companys 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 Companys 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 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 current year 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 11/1/2016 Cancelled/forfeited - - - - Exercised - - - - Granted in Q1-Q3 2015 - - - - Outstanding September 30, 2015 5,418,628 $1.00 1.09 11/1/2016 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2015 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | 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. 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 Companys 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. Effective August 4, 2015, LED Lighting Company (the Company) agreed to convert a total of $393,856 in outstanding debt and trade payables owed to 8 Company shareholders into a total of 3,938,566 shares of restricted common stock. 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 Companys 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 were isolated private transactions by us which did not involve a public offering; (b) there were only 8 recipients and all recipients are Company shareholders; (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 securities are all accredited investors. Effective August 4, 2015, the Company agreed to issue to a Company consultant 500,000 shares of restricted common stock as compensation and it was valued for $50,000 for services provided to the Company. The issuance of shares 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 Companys 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 was only one recipient; (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 individual and the Company; and (f) the recipient of the securities was an accredited investor. |
ACCOUNTING POLICIES (Policies)
ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 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. 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 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, 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, as management does not believe further discussions to be in the best interests of the Company. |
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 elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements |
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 September 30, 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 sellers 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 September 30, 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 September 30, 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 $2,832,878 since inception of the Company on July 19, 2010 through September 30, 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. |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES | Accounts payable and accrued expenses consist of the following as of September 30, 2015 and December 31, 2014: September 30, December 31, 2015 2014 Accounts payable and accrued expenses $ 12,761 $ 121,679 Other accrued expenses - 4,301 $ 12,761 $ 125,980 |
SCHEDULE OF STOCK OPTIONS AND W
SCHEDULE OF STOCK OPTIONS AND WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
SCHEDULE OF STOCK OPTIONS AND WARRANTS | |
SUMMARY OF OPTION ACTIVITY UNDER THE PLAN AS OF DECEMBER 31, 2014 AND CHANGES DURING THE THREE FISCAL QUARTERS ENDED SEPTEMBER 30, 2015 | 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, 2014 and changes during the three fiscal quarters ended September 30, 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 0.80 10/17/2015 Cancelled/forfeited - - - - Exercised - - - - Granted Q1-Q3 2015 - - - - Outstanding September 30, 2015 300,000 $1.00 0.05 10/17/2015 |
SUMMARY OF WARRANT ACTIVITY AS OF DECEMBER 31, 2014 AND CHANGES DURING THE CURRENT YEAR | A summary of warrant activity as of December 31, 2014 and changes during the current year 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 11/1/2016 Cancelled/forfeited - - - - Exercised - - - - Granted in Q1-Q3 2015 - - - - Outstanding September 30, 2015 5,418,628 $1.00 1.09 11/1/2016 |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) | 62 Months Ended |
Sep. 30, 2015USD ($) | |
FAIR VALUE OF FINANCIAL INSTRUMENTS Detail: | |
Operating losses and an accumulated deficit | $ 2,832,878 |
LOAN RECEIVABLES AS FOLLOWS (De
LOAN RECEIVABLES AS FOLLOWS (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
LOAN RECEIVABLES AS FOLLOWS: | ||
Loan receivables amounted | $ 84,000 | $ 84,000 |
Advance made to Polybrite for marketing Expenses | 70,000 | |
Fees earned | $ 14,000 |
ACCOUNTS PAYABLE AND ACCRUED 19
ACCOUNTS PAYABLE AND ACCRUED EXPENSES CONSIST OF THE FOLLOWING (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Accounts payable and accrued expenses consists of following | ||
Accounts payable | $ 12,761 | $ 121,679 |
Other accrued expenses | 0 | 4,301 |
Total Accounts payable and Accrued expenses | $ 12,761 | $ 125,980 |
LIABILITIES AND SALES (Details)
LIABILITIES AND SALES (Details) - USD ($) | Aug. 04, 2015 | Dec. 31, 2014 |
Company liabilites and Sales details | ||
Company liabilities in legal services provided by the company | $ 118,857 | |
The primary increase in accounts payable is the invoice for cost of sales presented to the company | $ 15,000 | |
Services related to marketing and sales | $ 25,000 | |
Services related to Company administration and reporting | $ 6,750 |
CONVERTIBLE PROMISSORY NOTES,21
CONVERTIBLE PROMISSORY NOTES, RELATED PARTY (Details) - USD ($) | Aug. 04, 2015 | Nov. 30, 2014 | Oct. 31, 2014 | Aug. 31, 2014 | Jul. 31, 2014 | Nov. 07, 2013 |
CONVERTIBLE PROMISSORY NOTES, RELATED PARTY Details | ||||||
Two Secured Convertible Promissory Notes in the aggregate amount | $ 15,000 | |||||
Accrued interest | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | |
Exercise price per share | $ 1 | |||||
Three Convertible Promissory Notes with investors, two of whom are related parties, and one with a Director, in the aggregate amount | $ 20,000 | |||||
Two Convertible Promissory Notes with related party investors in the aggregate amount | $ 9,000 | |||||
Two Convertible Promissory Notes with investors, one of whom is a related party, and one with a Director, in the aggregate amount | $ 15,000 | |||||
Issued a Convertible Promissory Note with a related party investor | $ 50,000 | |||||
All principal and interest outstanding under notes converted into shares on August 4, 2015, conversion price per share | $ 0.10 | |||||
Amount of discount to face value was eliminated by conversion of convertible debt to equity and charged to other expense | $ 3,900 | |||||
Agreed to convert all outstanding convertible debt accrued into equity | 109,000 | |||||
Agreed to convert interest accrued on all convertible debt into equity | $ 10,578 | |||||
Restricted shares issued to convert all outstanding convertible debt including interest | 1,195,780 |
CONVERTIBLE PROMISSORY NOTES,22
CONVERTIBLE PROMISSORY NOTES, RELATED PARTY DURING THE PERIOD (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | |
CONVERTIBLE PROMISSORY NOTES, RELATED PARTY - During the Period | |||
Notes issued in 2014, value | $ 94,000 | ||
Beneficial conversion feature recorded in the aggregate | 81,468 | ||
Amount of discount amortized | $ 32,500 | ||
Amortization of debt discounts | $ 35,534 | $ 9,534 |
NOTE PAYABLE RELATED PARTY (Det
NOTE PAYABLE RELATED PARTY (Details) - USD ($) | Aug. 04, 2015 | 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 | ||
Note holder converted the note at the conversion price | $ 0.10 | |||
April 2014 Note holder converted all principal and interest outstanding into shares of Company common stock at the conversion price per share | 0.10 | |||
July 2014 Note holder converted all principal and interest outstanding into shares of Company common stock at the conversion price per share | $ 0.10 | |||
Converted notes payable principle totalling | $ 98,438 | |||
Converted notes payable accrued interest totalling | $ 2,724 | |||
Company agreed to convert all these notes payable into shares of restricted common stock | 1,011,620 |
EQUITY INCENTIVE PLAN - 2013 (D
EQUITY INCENTIVE PLAN - 2013 (Details) - $ / shares | Oct. 17, 2013 | May. 28, 2013 |
Equity Incentive plan-2013 details | ||
A total shares of common Stock reserved for awards under 2013 plan | 1,500,000 | |
Company granted number of options to purchase Common stock shares as per incentive plan | 100,000 | |
Options Exercise price per share | $ 1 |
SUMMARY OF OPTIONS ACTIVITY (De
SUMMARY OF OPTIONS ACTIVITY (Details) | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Options Under the Plan | |
Outstanding December 31, 2014 | 300,000 |
Cancelled/forfeited | 0 |
Exercised | 0 |
Granted Q1-Q3 2015 | 0 |
Outstanding September 30, 2015 | 300,000 |
Weighted Average Exercise Price | |
Outstanding December 31, 2014 | $ / shares | $ 1 |
Cancelled/forfeited | $ / shares | 0 |
Exercised | $ / shares | 0 |
Granted Q1-Q3 2015 | $ / shares | 0 |
Outstanding September 30, 2015 | $ / shares | $ 1 |
Avg Remaining Contractual Life (Years) | |
Outstanding December 31, 2014 | 0.80 |
Cancelled/forfeited | 0 |
Exercised | 0 |
Granted Q1-Q3 2015 | 0 |
Outstanding September 30, 2015 | 0 |
WARRANTS NARRATIVE (Details)
WARRANTS NARRATIVE (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Jun. 01, 2013 | |
WARRANTS NARRATIVE DETAILS | |||
Warrants issued on various dates in 2013 and 2014 to purchases shares up to | 363,333 | 3,350,000 | |
Exercise per share | $ 1 | $ 1 | |
Agreed to issue a Warrant to Mark Wolff to purchase shares upto | 500,000 | ||
Agreed to issue a Warrant to Mark Wolff to purchase shares at exercise price | $ 1 | ||
Aggregate fair value of the warrants | $ 31,541 | $ 668 | |
Stock based compensation related to warrants issued to Mark Wolff recorded | $ 334 |
CAPITAL STOCK TRANSACTIONS (Det
CAPITAL STOCK TRANSACTIONS (Details) - USD ($) | Sep. 30, 2015 | Aug. 04, 2015 | Oct. 22, 2014 | Sep. 25, 2014 | Aug. 31, 2014 | Jul. 02, 2014 | Jun. 30, 2014 | Jun. 12, 2014 | Mar. 17, 2014 |
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 issued to 6 accredited investors | 363,333 | ||||||||
Warrants to purchase up to shares of common stock issued to 6 accredited investors | 363,333 | ||||||||
Exercise price of warrants with a 3 year term period | $ 1 | $ 1 | |||||||
Proceeds of shares issued to 6 accredited investors | $ 235,000 | ||||||||
Company entered into a consulting agreement with Gary Rockis and issued shares | 300,000 | 40,000 | 300,000 | ||||||
value of shares issued to Gary Rockis | $ 225,000 | $ 30,000 | $ 225,000 | ||||||
Per share value of stock issued | $ 0.75 | $ 0.75 | $ 0.75 | ||||||
Shares of Company common stock issued to Mr. Molasky | 1,255,295 | ||||||||
Value of shares issued to Mr. Molasky | $ 941,471 | ||||||||
The warrants were valued on the date of issuance using the Black-Scholes valuation model | $ 85,991 | ||||||||
Warrants issued to Mr. Molasky to purchase shares of Company common stock | 1,255,295 | ||||||||
Debt converted in to shares under debt conversion agreement with realted parties | $ 260,000 | ||||||||
Shares issued under debt conversion agreement with realted parties | 260,000 | ||||||||
The Company issued to Mark Blackwell, under consulting agreement warrant to purchase shares | 300,000 | ||||||||
The Fair Market Value of the warrants issued to Mark Blackwell was determined | $ 41,018 | ||||||||
Shares issued to Mr. Wolff under Settlement Agreement | 50,000 | ||||||||
Warrant to purchase shares issued to Mr. Wolff under Settlement Agreement | 150,000 | ||||||||
Fair value of warrants issued to Mr. Wolff under Settlement Agreement | $ 23,581 | ||||||||
Issued restricted shares to a Company consultant for services provided | 500,000 | ||||||||
Issued restricted shares to a Company consultant for services provided, value | $ 50,000 |
STOCK WARRANTS VALUATION ASSUMP
STOCK WARRANTS VALUATION ASSUMPTIONS (Details) | Dec. 31, 2014 | Oct. 22, 2014 | Sep. 25, 2014 | Jul. 02, 2014 | Jun. 01, 2013 |
STOCK WARRANTS VALUATION ASSUMPTIONS DETAILS | |||||
Risk-free interest rate | 0.14% | 0.11% | 0.09% | 0.10% | 0.14% |
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Expected Volatility | 45.00% | 78.00% | 71.00% | 48.00% | 103.00% |
Exected life (in years) | 1 | 1 | 1 | 1 | 1 |
SUMMARY OF WARRANT ACTIVITY (De
SUMMARY OF WARRANT ACTIVITY (Details) | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Warrants Under the Plan | |
Warrants Outstanding December 31, 2014 | 5,418,628 |
Granted Q1-Q3 2015 | 0 |
Warrants Outstanding September 30, 2015 | 5,418,628 |
Warrants Weighted Average Exercise Price | |
Warrants Outstanding December 31, 2014 | $ / shares | $ 1 |
Granted Q1-Q3 2015 | $ / shares | 0 |
Warrants Outstanding September 30, 2015 | $ / shares | $ 1 |
Warrants Avg Remaining Contractual Life (Years) | |
Warrants Outstanding December 31, 2014 | 1.84 |
Granted Q1-Q3 2015 | 0 |
Warrants Outstanding September 30, 2015 | 1.09 |