UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X .QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2016
OR
.TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission file number 00054146
LED LIGHTING COMPANY |
(Exact Name of Registrant as Specified in its Charter) |
Delaware |
| 46-3457679 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
2090 Novato Blvd., Novato, California 94947 |
(Address of principal executive offices) (zip code) |
|
(415) 209 – 6468 |
(Registrant's telephone number, including area code) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X . No .
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer | . | Accelerated filer | . |
Non-accelerated filer | . (Do not check if a smaller reporting company) | Smaller reporting company | X . |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes . No X .
Indicate the number of shares outstanding of each of the issuer's classes of stock, as of the latest practicable date.
Class |
| Outstanding at November 18, 2016 |
Common Stock, par value $0.0001 |
| 26,157,195 |
1
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This document contains forward-looking statements, which reflect our views with respect to future events and financial performance. These forward-looking statements are subject to certain uncertainties and other factors that could cause actual results to differ materially from such statements. These forward-looking statements are identified by, among other things, the words "anticipates", "believes", "estimates", "expects", "plans", "projects", "targets" and similar expressions. Statements in this report concerning the following are forward looking statements:
·
future financial and operating results;
·
our ability to fund operations and business plans, and the timing of any funding or corporate development transactions we may pursue;
·
the ability of our suppliers to provide products or services in the future of an acceptable quality on a timely and cost-effective basis;
·
expectations concerning market acceptance of our products;
·
current and future economic and political conditions;
·
overall industry and market trends;
·
management’s goals and plans for future operations; and
·
other assumptions described in this report underlying or relating to any forward-looking statements.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. Except to the extent required by applicable securities laws, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Important factors that may cause actual results to differ from those projected include the risk factors specified below.
USE OF DEFINED TERMS
Except where the context otherwise requires and for the purposes of this report only:
·
"we," "us," "our" and "Company" refer to the business of LED Lighting Company;
·
"Exchange Act" refers to the United States Securities Exchange Act of 1934, as amended;
·
"SEC" refers to the United States Securities and Exchange Commission;
·
"Securities Act" refers to the United States Securities Act of 1933, as amended;
·
"U.S. dollars," "dollars" and "$" refer to the legal currency of the United States.
2
FINANCIAL STATEMENTS
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|
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Condensed balance sheets as of September 30, 2016 (unaudited) and December 31, 2015 |
| 4 |
Condensed statements of operations for the three and nine months ended September 30, 2016 and 2015 (unaudited) |
| 5 |
Condensed statements of cash flows for the nine months ended September 30, 2016 and 2015 (unaudited) |
| 6 |
Notes to condensed financial statements (unaudited) |
| 7 |
3
LED LIGHTING COMPANY |
CONDENSED BALANCE SHEETS |
|
| September 30, |
| December 31, | ||
|
| ASSETS |
| 2016 (Unaudited) |
| 2015 |
Current Assets |
|
|
|
| ||
| Cash | $ | 81 | $ | - | |
| Prepaid Expenses |
| 10,000 |
| - | |
|
| Total Current Assets |
| 10,081 |
| - |
|
| TOTAL ASSETS | $ | 10,081 | $ | - |
|
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|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT |
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| ||
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Current Liabilities |
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| ||
| Accounts payable & accrued expenses | $ | 32,967 | $ | 2,925 | |
| Bank Overdraft |
| - |
| 37 | |
| Shareholder Advances |
| 52,410 |
| 26,434 | |
| Note payable |
| 10,000 |
| - | |
|
| Total Liabilities |
| 95,377 |
| 29,396 |
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Stockholders' Deficit |
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| ||
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| Preferred stock, $0.0001 par value, 20,000,000 shares authorized; no shares issued and outstanding as of September 30, 2016 and December 31, 2015 respectively |
| - |
| - | |
| ||||||
| Common stock, $0.0001 par value, 100,000,000 shares authorized; 26,157,195 shares issued and outstanding as of September 30, 2016 and December 31, 2015 respectively |
| 2,616 |
| 2,616 | |
| ||||||
| Additional paid-in capital |
| 4,268,234 |
| 4,268,234 | |
| Accumulated deficit |
| (4,356,146) |
| (4,300,246) | |
|
| Total Stockholders' Deficit |
| (85,296) |
| (29,396) |
|
|
|
|
|
|
|
|
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ | 10,081 | $ | - |
The accompanying notes are an integral part of these unaudited condensed financial statements.
4
LED Lighting Company
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
|
|
| For the Three Months Ending September 30, 2016 |
| For the Three Months Ending September 30, 2015 |
| For the Nine Months Ending September 30, 2016 |
| For the Nine Months Ending September 30, 2015 |
Revenue | $ | - | $ | - | $ | - | $ | 30,000 | |
Cost of revenue |
| - |
| - |
| - |
| 15,000 | |
| Gross profit |
| - |
| - |
| - |
| 15,000 |
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Consulting expense |
| 30,000 |
| 50,000 |
| 30,000 |
| 87,850 | |
Operating expenses |
| 7,095 |
| 12,185 |
| 25,900 |
| 49,430 | |
Loss before other income |
| (37,095) |
| (62,185) |
| (55,900) |
| (122,280) | |
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Other income (expense) |
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| |
Interest expense |
| - |
| (2,899) |
| - |
| (54,416) | |
Other income |
| - |
| (3,069) |
| - |
| (3,069) | |
|
|
| - |
| (5,968) |
| - |
| (57,485) |
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Loss before income taxes |
| (37,095) |
| (68,153) |
| (55,900) |
| (179,765) | |
Income tax expense |
| - |
| - |
| - |
| - | |
Net loss | $ | (37,095) | $ | (68,153) | $ | (55,900) | $ | (179,765) | |
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Loss per share – basic and diluted | $ | (0.00) | $ | (0.01) | $ | (0.00) | $ | (0.02) | |
Weighted average shares - basic |
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| |
| 26,157,195 |
| 11,480,403 |
| 26,157,195 |
| 9,396,600 | ||
The accompanying notes are an integral part of these unaudited condensed financial statements.
5
LED Lighting Company
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
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| For the Nine Months ended September 30, 2016 |
| For the Nine Months ended September 30, 2015 |
OPERATING ACTIVITIES: |
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| Net loss | $ | (55,900) | $ | (179,765) | |
| Adjustments to reconcile net loss to net cash used by operating activities |
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| |
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| Common stock issued for services |
| - |
| 50,000 |
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| Changes in operating assets and liabilities |
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| |
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| Accounts receivable |
| - |
| (30,000) |
|
| Prepaid and other current assets |
| (10,000) |
| 10,400 |
|
| Bank Overdraft |
| (37) |
| 5 |
|
| Accounts payable & accrued expenses |
| 42 |
| 61,967 |
|
| Accrued Deferred Compensation |
| 30,000 |
| - |
|
| Decrease in discount to FV of Convertible Notes |
| - |
| 48,967 |
|
| Net cash used in operating activities |
| (35,895) |
| (38,426) |
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FINANCING ACTIVITIES: |
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| ||
| Proceeds from Shareholder Advances |
| 25,976 |
| 11,234 | |
| Proceeds from the issuance of note payable |
| 10,000 |
| - | |
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| Net cash provided by financing activities |
| 35,976 |
| 11,234 |
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| Net increase (decrease) in cash |
| 81 |
| (27,192) | |
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| Cash, beginning of period |
| - |
| 27,192 | |
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| Cash, end of period | $ | 81 | $ | - | |
The accompanying notes are an integral part of these unaudited condensed financial statements.
6
LED LIGHTING COMPANY
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
For the quarters ended September 30, 2016 and September 30, 2015
1. OVERVIEW
Nature of Operations
LED LIGHTING COMPANY ("the Company"), formerly known as Fun Media World, Inc., was incorporated under the name of Pinewood Acquisition Corporation under the laws of the State of Delaware on July 19, 2010 and was originally formed to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions.
On May 28, 2013, the Company’s board of directors and stockholders approved an amendment to the Company’s Certificate of Formation to change its corporate name to “LED Lighting Company”, and the amendment was filed with the Secretary of State of the State of Delaware on May 30, 2013. On May 28, 2013, new officers and directors were appointed and elected and the prior officers and directors resigned, resulting in the change of control of the Company.
The LED Lighting Company plans to supply LED (light-emitting diode) light bulbs and light fixtures to the commercial, industrial and consumer/retail markets. All of our products are tested and listed by UL Underwriters Laboratories (UL) or Electrical Testing Laboratories (ETL). Additionally, all products to be supplied will be tested and in compliance with industry standards such as those set up by Energy Star, and the Illuminating Engineering Society of North America (IESNA).
Effective as of October 12, 2013, the Company entered into an Agreement and amendment (the “Agreement”) with Goeken Group Corp. and its wholly-owned subsidiary, PolyBrite, pursuant to which the Company and PolyBrite agreed to work together to secure funding for PolyBrite, retain the management consulting services of the Catalyst Acquisition Group LLC, and complete a transaction in which PolyBrite will become a publicly traded company through an acquisition with the Company. The Company and PolyBrite initially anticipated that the completion of the acquisition transaction would occur on or before March 31, 2014. However, the completion of the transactions described in the Agreement did not occur by March 31, 2014. The Company and Polybrite extended the term of the Agreement by amendments through October 31, 2014. The Company and Polybrite did not complete the acquisition transaction and the Agreement as amended has expired as of October 31, 2014. A Standstill Agreement between the Parties dated November 17, 2014 provided that the Company could not complete any acquisition that would prevent the Company from completing a public company transaction of Polybrite between November 17, 2014 and March 1, 2015. As that date has passed, there is currently no agreement between the Company and Polybrite regarding a transaction of this nature, and no discussions are currently ongoing in that regard between the Company and Polybrite.
Going Concern
The Company has sustained operating losses and an accumulated deficit of $4,356,146 since inception of the Company on July 19, 2010 through September 30, 2016. In the nine months ended September 30, 2016, the Company incurred a loss of $55,900. The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and/or obtain additional financing from its stockholders and/or other third parties.
These financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year. The continuation of the Company as a going concern is dependent upon financial support from its stockholders, the ability of the Company to obtain necessary equity financing to continue operations, successfully locating and negotiate with a business entity for the combination of that target company with the Company.
The management of the Company plans to use their personal funds or seek equity or debt financing to pay all expenses incurred by the Company in 2016. 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.
7
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying financial statements.
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, 2015 (2015 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. The adoption of this ASU allows the Company to remove the inception to date information and all references to development stage.
Use of Estimates
In preparing these financial statements in conformity with GAAP, management is required to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates and assumptions included in our consolidated financial statements relate to the valuation of long-lived assets, accruals for potential liabilities, and valuation assumptions related to equity instruments and share based payments.
Cash and Cash Equivalents
The Company considers all highly-liquid investments with maturities of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2016.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company places its cash with high quality banking institutions. From time to time, the Company may maintain cash balances at certain institutions in excess of the Federal Deposit Insurance Corporation limit.
Revenue Recognition
The Company recognizes revenue in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) No. 605, “Revenue Recognition”. In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.
Income Taxes
Under ASC 740, "Income Taxes", deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of September 30, 2016, there were no deferred taxes.
8
Net Loss Per Share
Under the provisions of ASC 260, “Earnings per Share,” basic loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the income of the Company, subject to anti-dilution limitations. The common stock equivalents have not been included as they are anti-dilutive. As of September 30, 2016, there were warrants outstanding for the purchase of 2,068,629 shares of common stock which could potentially dilute future earnings per share.
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
In January 2015, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2015-01Income Statement—Extraordinary and Unusual Items. This Update eliminates from GAAP the concept of extraordinary items. Subtopic 225-20, Income Statement—Extraordinary and Unusual Items, required that an entity separately classify, present, and disclose extraordinary events and transactions. Presently, an event or transaction is presumed to be an ordinary and usual activity of the reporting entity unless evidence clearly supports its classification as an extraordinary item. Paragraph 225-20-45-2 contains the following criteria that must both be met for extraordinary classification:
1. Unusual nature. The underlying event or transaction should possess a high degree of abnormality and be of a type clearly unrelated to, or only incidentally related to, the ordinary and typical activities of the entity, taking into account the environment in which the entity operates.
2. Infrequency of occurrence. The underlying event or transaction should be of a type that would not reasonably be expected to recur in the foreseeable future, taking into account the environment in which the entity operates.
If an event or transaction meets the criteria for extraordinary classification, an entity is required to segregate the extraordinary item from the results of ordinary operations and show the item separately in the income statement, net of tax, after income from continuing operations. The entity also is required to disclose applicable income taxes and either present or disclose earnings-per-share data applicable to the extraordinary item. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. The Company did not elect for early adoption.
In July 2015, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2015-11Simplifying the Measurement of Inventory. Topic 330, Inventory, currently requires an entity to measure inventory at the lower of cost or market. Market could be replacement cost, net realizable value, or net realizable value less an approximately normal profit margin. An entity should measure inventory within the scope of this Update at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. The amendments in this Update more closely align the measurement of inventory in GAAP with the measurement of inventory in International Financial Reporting Standards (IFRS). For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The Company did not elect for early adoption.
We have evaluated the recent accounting pronouncements through the date of issuance of the report and believe that none of them will have a material effect on our financial statements.
9
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force and the United States Securities and Exchange Commission) did not or are not believed by management to have a material impact on the Company’s present or future financial statements.
3. ACCOUNTS PAYABLE
During the third quarter of 2016, $30,000 was earned by George Mainas, a related party shareholder, under a Consulting Agreement but has yet to be paid.
4. NOTE PAYABLE
On February 16, 2016, the Company issued a note with a principal value of $10,000 to Richard Housand, an unrelated party, with a maturity date of February 15, 2017 and coupon interest due on that date of 7%. The note is not convertible.
5. SHAREHOLDER ADVANCES
Advances from related party shareholders as of September 30, 2016 and December 31, 2015 consisted of the following:
Sept. 30, 2016 |
| Dec. 31, 2015 | ||
|
|
|
|
|
$ | 52,410 |
| $ | 26,434 |
As of March 28, 2016, Gary Rockis, a related party shareholder, had advanced the Company $30,000 under a Loan Agreement. On April 18, 2016, the Company repaid $10,000 of that loan. In addition, during the third quarter Kevin Kearney, a Director, advanced the Company $5,704. In 2016, shareholders advanced an additional $272 to the Company. These shareholder advances do not incur interest expense.
6. STOCK BASED COMPENSATION
Generally, all forms of share-based payments, including stock option grants, restricted stock grants and stock appreciation rights are measured at their fair value on the awards’ grant date, based on the estimated number of awards that are ultimately expected to vest. Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expenses resulting from share-based payments are recorded in operating expenses in the statement of operations.
Stock Options
On May 28, 2013, the Company’s board of directors and stockholders approved the adoption of the LED Lighting Company 2013 Equity Incentive Plan (the “2013 Plan”). The 2013 Plan is intended to aid the Company in recruiting and retaining key employees, directors or consultants and to motivate them by providing incentives through the granting of awards of stock options or other stock based awards. The 2013 Plan is administered by the board of directors. Directors, officers, employees and consultants of the Company and its affiliates are eligible to participate under the 2013 Plan. A total of 1,500,000 shares of common stock have been reserved for awards under the 2013 Plan.
Effective October 17, 2013, the Company granted 100,000 options to purchase Common Stock under its 2013 Equity Incentive Plan to each of three consultants for services provided to the Company. The options had an exercise price of $1.00 per share and would be exercised for a period of two years from the date of grant, and have therefore expired as of October 17, 2015.
No options were issued under the Plan during the first three quarters of 2016.
Warrants
As of December 31, 2015, 5,418,628 warrants had been issued with an exercise price of $1.00. A total of 3,350,000 warrants have since expired, so that 2,068,628 remain outstanding. No warrants were issued during the first three quarters of 2016. As the exercise price of the warrants issued exceeds the price at which shares have been issued, the warrants have no intrinsic value.
10
A summary of warrant activity as of September 30, 2016 and changes during the quarter 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, 2015 | 5,418,628 |
| $1.00 |
| 0.84 |
| 10/1/2016 |
Issued in Q1 2016 – Investors | - |
| - |
| - |
| - |
Issued in Q1 2016 – Services | - |
| - |
| - |
| - |
Exercised | - |
| - |
| - |
| - |
Forfeited or Expired | 3,350,000 |
| - |
| - |
| - |
Outstanding Sept 30, 2016 | 2,068,628 |
| $1.00 |
| 0.53 |
| 4/13/2017 |
Exercisable Sept 30, 2016 | 2,068,628 |
| $1.00 |
| 0.53 |
| 4/13/2017 |
7. STOCKHOLDERS’ DEFICIT
The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock.
As of December 31, 2015, the Company had 26,157,195 shares of common stock issued and outstanding, and zero shares of preferred stock issued and outstanding. As of September 30, 2016 the Company had issued no additional common or preferred stock.
8. SUPPLEMENTAL DISCLOSURES
The Company did not make cash payments for either interest expense or income tax expense during the six month periods ending September 30, 2015 and September 30, 2016.
The Company has not filed federal and California state income tax returns for 2013 or 2014. The Company intends to file these returns as well as 2015 tax returns by September 15, 2016, the extended deadline for 2015 tax returns. Due to continuing losses from operations, the Company has not incurred a tax liability since the time it was recapitalized in 2013.
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the information contained in the financial statements of the Company and the notes which form an integral part of the financial statements which are attached hereto. The financial statements mentioned above have been prepared in conformity with accounting principles generally accepted in the United States of America and are stated in United States dollars.
LED Lighting Company (formerly Fun World Media, Inc.) ("LED Company" or the "Company") was incorporated as Pinewood Acquisition Corporation ("Pinewood") on July 19, 2010 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. On May 24, 2011, the Company amended its certificate of incorporation to change its name to De Yang International Group Ltd. and on March 2, 2012, the Company amended its certificate of incorporation to change its name to Fun World Media, Inc. On May 30, 2013, the Company amended its certificate of incorporation to change its name to LED Lighting Company.
On October 7, 2010, the Company registered its common stock on a Form 10 registration statement filed pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 12(g) thereof. The Company files with the Securities and Exchange Commission periodic and current reports under Rule 13(a) of the Exchange Act, including quarterly reports on Form 10-Q and annual reports Form 10-K.
Overview of Business and Results of Operations
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.
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The Company is working on a large transaction for integrated LED lighting and ancillary security services for municipalities in Colombia. As part of this initiative, in February 2016 the Company advanced to Blue Tiger LLC $10,000 for purchase of one of its Nemesis drone systems. To date the Company has not called upon Blue Tiger to provide the drone as the transaction with the ultimate buyer has not closed, but it anticipates it will be consummating the transaction in the near future.
The Company, through its consultant George Mainas, a related party, has been working diligently to market Polybrite and other products to Mexican, Colombian and US customers. It is hoped that these initiatives will result in executed contracts for large orders within the next two quarters.
Revenue
The Company had no revenue in the quarter ending September 30, 2016; it had no revenue in the quarter ended September 30, 2015. The Company did not have revenue for the first nine months of 2016 ending September 30, but did generate $30,000 in revenue in the first nine months of 2015 ending September 30.
Net Loss
Our net loss for the nine month period ending September 30, 2016 was $55,900 compared to $179,765 for the nine months ended September 30, 2015. The decrease in net loss compared to the prior year period is attributable in part to the elimination of noncash interest expense (amortization of beneficial conversion features on convertible notes) of $53,585 for the prior period. Consulting expenses were reduced from $87,850 to $30,000. The Company entered into an agreement under which it received consulting services from a related party shareholder on July 2, 2016. Compensation under this arrangement has been recorded but disbursement has been deferred, thus there has been no effect to date on the Company’s cash balances. Cash operating expenses for the period January through September were reduced to $25,900 from the prior year period’s $49,430.
Liquidity and Capital Resources
As of September 30, 2016, we had cash of $81; total assets of $10,081 and total liabilities of $95,377. As of December 31, 2015, the Company had no cash and no assets, and total liabilities of $29,396. Although the Company had written off $150,738 in assets on December 31, 2015, it remains optimistic it will realize part or all the value of these in the future.
For the nine months ended September 30, 2016, net cash used in operations was $35,895. Our total stockholder’s deficit at September 30, 2016 was $85,296. For the nine months ended September 30, 2015, net cash used in operations was $38,426.
To date, we have financed our operations through funding by our stockholders and the issuance of promissory notes and common stock and securities convertible into common stock. We will need to secure additional financing to continue our operations. However, we cannot provide any assurances that we will be able to raise additional funds to meet our cash needs or that we can achieve profitability. The failure to secure any financing will severely curtail our plans for future growth or in more severe scenarios the continued operations of our Company. Based on our need to raise additional funds to implement our business plans for the next twelve months, we have included a discussion concerning the presentation of our financial statements on a going concern basis in the notes to our financial statements and our independent public accountants have included a similar discussion in their opinion on our financial statements through December 31, 2015.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Information not required to be filed by Smaller reporting companies.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our principal executive officer and principal financial officer (who is the same person), we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this Quarterly Report.
This Quarterly Report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. As a smaller reporting company, management's report was not subject to attestation by the Company's registered public accounting firm.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during the period ended September 30, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it.
ITEM 1A. RISK FACTORS
The “Risk Factors” contained in our Annual Report on Form 10-K filed with the SEC on April 14, 2016 (the “Form 10-K”) are hereby incorporated by reference herein. Readers are encouraged to read the Form 10-K including those risk factors.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
(a)
Exhibits
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Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
LED LIGHTING COMPANY
Dated: November 18, 2016
By: /s/ Kevin Kearney
President and Chief Financial Officer
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