LED Lighting (LEDL) 10-K 17 Apr 17 2016 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2016	Apr. 14, 2017	Jun. 30, 2016
Document and Entity Information:
Entity Registrant Name	LED Lighting Co
Entity Trading Symbol	ledl
Document Type	10-K
Document Period End Date	Dec. 31, 2016
Amendment Flag	false
Entity Central Index Key	1,502,659
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		26,157,195
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	2,016
Document Fiscal Period Focus	FY
Entity Public Float			$ 0

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Current Assets
Cash	$ 33	$ 0
Total Current Assets	33	0
TOTAL ASSETS	33	0
Current Liabilities
Accounts payable & accrued expenses	63,898	2,925
Bank Overdraft	0	37
Shareholder Advance	61,913	26,434
Note payable	10,000	0
Total Liabilities	135,811	29,396
Stockholders' Deficit
Preferred stock, $0.0001 par value, 20,000,000 shares authorized; no shares issued and outstanding as of December 31, 2016 and 2015 respectively	0	0
Common stock, $0.0001 par value, 100,000,000 shares authorized; 26,157,195 shares issued and outstanding as of December 31, 2016 and 2015 respectively	2,616	2,616
Additional paid-in capital	4,268,234	4,268,234
Accumulated deficit	(4,406,628)	(4,300,246)
Total Stockholders' Deficit	(135,778)	(29,396)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 33	$ 0

BALANCE SHEETS PARENTHETICALS

BALANCE SHEETS PARENTHETICALS - $ / shares	Dec. 31, 2016	Dec. 31, 2015
Parentheticals
Preferred Stock, par value	$ 0.0001	$ 0.0001
Preferred Stock, shares authorized	20,000,000	20,000,000
Preferred Stock, shares issued	0	0
Preferred Stock, shares outstanding	0	0
Common Stock, par value	$ 0.0001	$ 0.0001
Common Stock, shares authorized	100,000,000	100,000,000
Common Stock, shares issued	26,157,195	26,157,195
Common Stock, shares outstanding	26,157,195	26,157,195

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Revenue
Revenue	$ 0	$ 30,000
Cost of revenue	0	15,000
Gross profit	0	15,000
Asset writeoffs	10,000	150,738
Consulting expense	60,000	87,850
Operating expenses	35,770	66,060
Loss from operations	(105,770)	(289,648)
Other income (expense)
Interest expense	(612)	(1,353,585)
Other expense	0	(3,900)
Total Other income (expense)	(612)	(1,357,485)
Loss before income taxes	(106,382)	(1,647,133)
Income tax expense	0	0
Net loss	$ (106,382)	$ (1,647,133)
Loss per share - basic	$ 0	$ (0.15)
Weighted average shares - basic	26,157,195	11,123,855

STATEMENT OF CHANGES IN STOCKHO

STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Common Stock Shares	Common Stock Amount	Additional Paid-In Capital	Accumulated Deficit	Total Stockholders' Equity
Balance at Dec. 31, 2014	8,718,629	872	2,526,121	(2,653,113)	(126,120)
Shares issued for services,	500,000	50	49,950		50,000
Shares issued for debt settlement.	3,938,566	394	393,463		393,857
Shares issued for shareholder advance cost .	13,000,000	1,300	1,298,700		1,300,000
Net loss;				$ (1,647,133)	$ (1,647,133)
Balance ; at Dec. 31, 2015	26,157,195	2,616	4,268,234	(4,300,246)	(29,396)
Net loss:				$ (106,382)	$ (106,382)
Balance: at Dec. 31, 2016	26,157,195	2,616	4,268,234	(4,406,628)	(135,778)

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
OPERATING ACTIVITIES:
Net loss	$ (106,382)	$ (1,647,133)
Adjustments to reconcile net loss to net cash used in operating activities
Common stock issued for services	0	50,360
Noncash interest expense for shareholder advance	0	1,300,000
Write-off - Loan Receivable	0	84,000
Write-off - Prepaid expenses	0	36,378
Amortization of debt discount	0	48,968
Changes in operating assets and liabilities
Prepaid and other current assets	0	10,400
Accounts payable & accrued expenses	60,973	63,364
Net cash used in operating activities	(45,409)	(53,663)
FINANCING ACTIVITIES:
Bank Overdraft	(37)	37
Shareholder Advance	35,479	26,434
Proceeds from the issuance of note payable	10,000	0
Net cash provided by financing activities	45,442	26,471
Net increase (decrease) in cash	33	(27,192)
Cash, beginning of period	0	27,192
Cash, end of period	33	0
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Stock issued in conversion of debt	0	393,857
Interest paid	0	0
Taxes paid	$ 0	$ 0

OVERVIEW

OVERVIEW	12 Months Ended
	Dec. 31, 2016
OVERVIEW
OVERVIEW	1. OVERVIEW Nature of Operations LED LIGHTING COMPANY (“the Company”), formerly known as Fun Media World, Inc., was incorporated under the name of Pinewood Acquisition Corporation under the laws of the State of Delaware on July 19, 2010 and was originally formed to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. On May 28, 2013, the Company’s board of directors and stockholders approved an amendment to the Company’s Certificate of Formation to change its corporate name to “LED Lighting Company”, and the amendment was filed with the Secretary of State of the State of Delaware on May 30, 2013. On May 28, 2013, new officers and directors were appointed and elected and the prior officers and directors resigned, resulting in the change of control of the Company. The LED Lighting Company plans to supply LED (light-emitting diode) light bulbs and light fixtures to the commercial, industrial and consumer/retail markets. All of our products are tested and listed by UL Underwriters Laboratories (UL) or Electrical Testing Laboratories (ETL). Additionally, all products to be supplied will be tested and in compliance with industry standards such as those set up by Energy Star, and the Illuminating Engineering Society of North America (IESNA). Going Concern The Company has sustained operating losses and an accumulated deficit of $4,406,628 since inception of the Company on July 19, 2010 through December 31, 2016. In 2016 the Company incurred a loss of $106,382 . 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 2017. There is no assurance that the Company will ever be profitable. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2016
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying financial statements. Use of Estimates In preparing these financial statements in conformity with GAAP, management is required to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates and assumptions included in our consolidated financial statements relate to the valuation of long-lived assets, accruals for potential liabilities, and valuation assumptions related to equity instruments and share based payments. Fair Value Measurements ASC 820, “ Fair Value Measurements Cash and Cash Equivalents The Company considers all highly-liquid investments with maturities of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 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 December 31, 2015, there were no deferred taxes. Share Based Compensation The Company applies ASC 718, Share-Based Compensation to account for its service providers’ share-based payments. Common stock of the Company was given to service providers to retain their assistance in becoming a U.S. public company, assistance with public company regulations, investors’ communications and public relations with broker-dealers, market makers and other professional services. In accordance with ASC 718, the Company determines whether a share payment should be classified and accounted for as a liability award or equity award. All grants of share-based payments to service providers classified as equity awards are recognized in the financial statements based on their grant date fair values which are calculated using historical pricing. The Company has elected to recognize compensation expense based on the criteria that the stock awards vest immediately on the issuance date. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent period if actual forfeitures differ from initial estimates. There were no forfeitures of share based compensation. Net Loss Per Share Under the provisions of ASC 260, “Earnings per Share,” basic loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the income of the Company, subject to anti-dilution limitations. The common stock equivalents have not been included as they are anti-dilutive. As of December 31, 2016, there were warrants outstanding for the purchase of 1,918,629 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, The FASB has issued Accounting Standards Update (ASU) No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. commonly provided by organizations today in the financial statement footnotes. The amendments are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Not Adopted In January 2015, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2015-01 Income Statement—Extraordinary and Unusual Items 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. 2015-11 Simplifying the Measurement of Inventory. In March 2016, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2016-08 Revenue from Contracts with Customers (Topic 606) Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which clarifies a converged standard on recognition of revenue from contracts with customers. In June 2014, the FASB and the IASB (collectively, the Boards) announced the formation of the FASB-IASB Joint Transition Resource Group for Revenue Recognition (TRG). One of the objectives of the TRG is to inform the Boards about potential implementation issues that could arise when organizations implement the new revenue guidance. The TRG also assists stakeholders in understanding specific aspects of the new revenue guidance. The TRG does not issue authoritative guidance. Instead, the Boards evaluate the feedback received from the TRG and other stakeholders to determine what action, if any, is necessary for each potential implementation issue. Implementation questions submitted to the TRG and discussions at TRG meetings informed the Board about a few issues in the guidance on identifying performance obligations and licensing. The amendments in this Update clarify the implementation guidance on principal versus agent considerations. When another party is involved in providing goods or services to a customer, an entity is required to determine whether the nature of its promise is to provide the specified good or service itself (that is, the entity is a principal) or to arrange for that good or service to be provided by the other party (that is, the entity is an agent). When (or as) an entity that is a principal satisfies a performance obligation, the entity recognizes revenue in the gross amount of consideration to which it expects to be entitled in exchange for the specified good or service transferred to the customer. When (or as) an entity that is an agent satisfies a performance obligation, the entity recognizes revenue in the amount of any fee or commission to which it expects to be entitled in exchange for arranging for the specified good or service to be provided by the other party. An entity is a principal if it controls the specified good or service before that good or service is transferred to a customer. The guidance includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customer. The indicators do not override the assessment of control, should not be viewed in isolation, do not constitute a separate or additional evaluation, and should not be considered a checklist of criteria to be met in all scenarios. Considering one or more of the indicators often will be helpful in determining whether the entity controls the specified good or service before it is transferred to the customer. Depending on the facts and circumstances, the indicators may be more or less relevant to the assessment of control. Additionally, one or more of the indicators may be more persuasive to the assessment than the other indicators. In April 2016, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2016-10 Revenue from Contracts with Customers (Topic 606) Identifying Performance Obligations and Licensing, In May 2016, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, We have evaluated the recent accounting pronouncements through the date of issuance of the report and believe that none of them will have a material effect on our financial statements. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force and the United States Securities and Exchange Commission) did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

ASSET WRITEOFFS

ASSET WRITEOFFS	12 Months Ended
	Dec. 31, 2016
ASSET WRITEOFFS:
ASSET WRITEOFFS	3. ASSET WRITEOFFS In February 2016, the Company issued $10,000 to an unrelated party, Blue Tiger LLC, in order to prepay for certain optical equipment that the Company believed would comprise a part of a large order that would be placed by a Company customer. As the Company has yet to utilize the prepaid credit, it is writing the credit off as an operating loss in 2016. In 2015, the Company wrote off $84,000 in loan receivables and $36,738 in prepaid credit, both due from Polybrite, a supplier. As these assets were funded before 2015, these writeoffs had no effect on 2016 cash flow.

ACCOUNTS PAYABLE AND ACCRUED EX

ACCOUNTS PAYABLE AND ACCRUED EXPENSES	12 Months Ended
	Dec. 31, 2016
ACCOUNTS PAYABLE AND ACCRUED EXPENSES
ACCOUNTS PAYABLE AND ACCRUED EXPENSES	4. ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consist of the following as of December 31, 2016 and 2015: 2016 2015 Accounts payable $ 63,898 $ 2,925 Shareholder advance 61,913 26,434 $ 125,811 $ 29,359 The primary cause in the increase in Accounts Payable was a consultancy agreement entered into between the Company and George Mainas, a shareholder with a controlling interest in the Company, for George Mainas to be paid at a rate of $10,000 per month commencing July 1, 2017, with payment deferred. An additional $35,479 was advanced to the Company by shareholders for the purpose of meeting expenses for services provided by unrelated third parties.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2016
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	5. RELATED PARTY TRANSACTIONS As noted in Footnote 4 above, $60,000 in Company liability accrued in 2016 to George Mainas, a related party with a controlling interest in the Company, as a result of a consulting agreement entered into July 1, 2016. During 2016 a total of $15,344 was advanced to the Company by a Director and therefore related party, Kevin Kearney.

NOTE PAYABLE

NOTE PAYABLE	12 Months Ended
	Dec. 31, 2016
NOTE PAYABLE
NOTE PAYABLE	6. NOTE PAYABLE In February 2016, the Company issued a Note to Richard Housand that bears interest of 7% per annum. Interest of $612 accrued during the year. The note and associated interest have yet to be paid back to the creditor.

STOCK BASED COMPENSATION

STOCK BASED COMPENSATION	12 Months Ended
	Dec. 31, 2016
STOCK BASED COMPENSATION
STOCK BASED COMPENSATION	7. STOCK BASED COMPENSATION Generally, all forms of share-based payments, including stock option grants, restricted stock grants and stock appreciation rights are measured at their fair value on the awards’ grant date, based on the estimated number of awards that are ultimately expected to vest. Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expenses resulting from share-based payments are recorded in operating expenses in the statement of operations. Warrants On various dates in 2013 and in connection with subscription agreements, the Company issued three-year warrants to purchase up to 3,350,000 shares of common stock at an exercise price of $1.00 per share. Since the warrants were issued in connection with a private placement and sale of Company’s common stock, there was no accounting impact related to the issuance of warrants on the accompanying financial statements. On various dates in 2014 and in connection with the subscription agreements, the Company issued three-year warrants to purchase up to 363,333 shares of common stock at an exercise price of $1.00 per share. Since the warrants were issued in connection with a private placement and sale of Company’s common stock, there were no accounting impact related to the issuance of warrants on the accompanying financial statements Additionally, the associated warrants were valued using the Black-Scholes-Merton valuation model with the following assumptions: risk free interest rates of 0.14%, dividend yield of 0%, volatility factors of the expected market price of similar common stock of 45%, and an expected life of 1 year. The aggregate fair value of the warrants is $31,541. Effective June 1, 2013, the Company entered into a Consulting Agreement with Mark Wolff pursuant to which the Company has agreed to issue Mr. Wolff a Warrant to purchase up to 500,000 shares of Company common stock at an exercise price of $1.00 per share, vesting in 12 monthly increments starting on July 1, 2013 and terminating in 3 years. The Consulting Agreement was terminated as of August 1, 2013 and the vesting of the warrants terminated as of that date. These warrants were valued using the Black-Scholes-Merton valuation model with the following assumptions: risk free interest rates of 0.14%, dividend yield of 0%, volatility factors of the expected market price of similar common stock of 103%, and an expected life of 1 year. The warrants had an aggregate fair value of $668. The Company recorded stock based compensation of $334 during the year ended December 31, 2013 related to these warrants. Due to the termination of the Agreement and settlement between the parties, no compensation was incurred in relation to these warrants since issuance in 2013. Effective and vested on July 1, 2014, the Company entered into a consulting agreement with Andrew Molasky, a related party, for his provision of certain business consulting services to the Company. The consulting agreement provides for the Company’s issuance of 1,255,295 shares of Company common stock to Mr. Molasky in consideration for his services. The shares were valued using the price per share used in the most recent equity sale transaction of $0.75 for a total value of $941,471 which was recorded as consulting fees. In connection with the consulting agreement, the Company also issued a common stock purchase warrant to Mr. Molasky pursuant to which he may purchase up to 1,255,295 shares of Company common stock at $1.00 per share for up to three years. The warrants were valued on the date of issuance using the Black-Scholes valuation model at $85,991 and were recorded as stock based compensation 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, 2016 and changes during the year then ended is presented below: Warrants [ex Plan Options] Weighted Avg Exercise Price Avg Remaining Contractual Life [Yrs] Weighted Avg Expiration Date Outstanding December 31, 2015 5,418,629 $1.00 0.84 10/1/2016 Issued in 2015 – Investors - - - - Issued in 2015 – Services - - - - Exercised - - - - Forfeited or Expired 3,500,000 - - - Outstanding December 31, 2016 1,918,629 $1.00 0.47 5/30/2017 Exercisable December 31, 2016 1,918,629 $1.00 0.47 5/30/2017

STOCKHOLDERS' DEFICIT

STOCKHOLDERS' DEFICIT	12 Months Ended
	Dec. 31, 2016
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT	8. STOCKHOLDERS’ DEFICIT The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. Effective August 4, 2015, the Company agreed to convert a total of $393,857 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 Company’s reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities were isolated private transactions by us which did not involve a public offering; (b) there was 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 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 Company’s reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there 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. Effective December 14, 2015, the Company entered into a Loan Agreement (the “Loan Document”) with Mainas Development Corporation (“MDC”) pursuant to which MDC agreed to loan the Company up to $130,000. The Loan Document provides that the loan shall accrue interest at the rate of 7% per annum and is due on December 14, 2016. The Company issued MDC 13,000,000 shares of Company common stock in consideration of extending the loan to the Company. MDC is an entity owned and controlled by George Mainas who owns greater than 10% of the outstanding shares of the Company. The foregoing is only a brief description of the material terms of the Loan Document, and does not purport to be a complete description of the rights and obligations of the parties under that agreement, and such description is qualified in its entirety by reference to the agreement which is filed as an exhibit to this Current Report.

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2016
INCOME TAXES
INCOME TAXES	9. INCOME TAXES Our provisions for income taxes for the years ended December 31, 2016 and 2015, respectively, were as follows (using our blended effective Federal and State income tax rate of 35.0%): 2016 2015 Current Tax Provision: Federal and state Taxable income $ - $ - Total current tax provision $ - $ - Deferred Tax Provision: Federal and state Net loss carryforwards $ (4,407,000) $ (4,300,000) Valuation allowance 4,407,000 4,300,000 Total deferred tax provision $ - $ - Deferred tax assets at December 31, 2016 and 2015 consisted of the following: 2016 2015 Deferred tax assets: Net operating loss carryforwards $ 1,542,000 $ 1,505,000 Valuation allowance (1,542,000) (1,505,000) Net deferred tax assets $ - $ - Internal Revenue Code Section 382 and similar California rules place a limitation on the amount of taxable income that can be offset in a single year by net operating loss carryforwards (“NOL”) after a change in control (generally greater than a 50% change in ownership). Transactions such as planned future sales of our common stock may be included in determining such a change in control. These factors give rise to uncertainty as to whether the net deferred tax assets are realizable. We have approximately $1,542,000 in NOL at December 31, 2016 that will begin to expire in 2029 for federal and state purposes and could be limited for use under IRC Section 382. We have recorded a valuation allowance against the entire net deferred tax asset balance due because we believe there exists a substantial doubt that we will be able to realize the benefits due to our lack of a history of earnings and due to possible limitations under IRC Section 382. A reconciliation of the expected tax benefit computed at the U.S. federal and state statutory income tax rates to our tax benefit for the years ended December 31, 2016 and 2015 is as follows: Years ended December 31, 2016 2015 Federal income tax rate at 35% $ (37,000) 35.0% $ (576,000) 35.0 % State income tax, net of federal benefit - - - - % Change in valuation allowance 37,000 (35.0)% 576,000 (35.0)% Benefit for income taxes $ - -% $ - - % We file income tax returns in the U.S. with varying statutes of limitations. Our policy is to recognize interest expense and penalties related to income tax matters as a component of our provision for income taxes. There were no accrued interest and penalties associated with uncertain tax positions as of December 31, 2016 and 2015. We have no unrecognized tax benefits and thus no interest or penalties included in the financial statements.

ACCOUNTING POLICIES (Policies)

ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2016
Accounting Policies (POLICIES):
Use of Estimates	Use of Estimates In preparing these financial statements in conformity with GAAP, management is required to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates and assumptions included in our consolidated financial statements relate to the valuation of long-lived assets, accruals for potential liabilities, and valuation assumptions related to equity instruments and share based payments.
Fair Value Measurements	Fair Value Measurements ASC 820, “ Fair Value Measurements
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly-liquid investments with maturities of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2016.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company places its cash with high quality banking institutions. From time to time, the Company may maintain cash balances at certain institutions in excess of the Federal Deposit Insurance Corporation limit.
Revenue Recognition	Revenue Recognition The Company recognizes revenue in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) No. 605, “Revenue Recognition”. In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.
Income Taxes	Income Taxes Under ASC 740, “Income Taxes”, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2015, there were no deferred taxes.
Share Based Compensation	Share Based Compensation The Company applies ASC 718, Share-Based Compensation to account for its service providers’ share-based payments. Common stock of the Company was given to service providers to retain their assistance in becoming a U.S. public company, assistance with public company regulations, investors’ communications and public relations with broker-dealers, market makers and other professional services. In accordance with ASC 718, the Company determines whether a share payment should be classified and accounted for as a liability award or equity award. All grants of share-based payments to service providers classified as equity awards are recognized in the financial statements based on their grant date fair values which are calculated using historical pricing. The Company has elected to recognize compensation expense based on the criteria that the stock awards vest immediately on the issuance date. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent period if actual forfeitures differ from initial estimates. There were no forfeitures of share based compensation.
Net Loss Per Share	Net Loss Per Share Under the provisions of ASC 260, “Earnings per Share,” basic loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the income of the Company, subject to anti-dilution limitations. The common stock equivalents have not been included as they are anti-dilutive. As of December 31, 2016, there were warrants outstanding for the purchase of 1,918,629 shares of common stock which could potentially dilute future earnings per share.
Recent Accounting Pronouncements	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, The FASB has issued Accounting Standards Update (ASU) No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. commonly provided by organizations today in the financial statement footnotes. The amendments are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Not Adopted In January 2015, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2015-01 Income Statement—Extraordinary and Unusual Items 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. 2015-11 Simplifying the Measurement of Inventory. In March 2016, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2016-08 Revenue from Contracts with Customers (Topic 606) Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which clarifies a converged standard on recognition of revenue from contracts with customers. In June 2014, the FASB and the IASB (collectively, the Boards) announced the formation of the FASB-IASB Joint Transition Resource Group for Revenue Recognition (TRG). One of the objectives of the TRG is to inform the Boards about potential implementation issues that could arise when organizations implement the new revenue guidance. The TRG also assists stakeholders in understanding specific aspects of the new revenue guidance. The TRG does not issue authoritative guidance. Instead, the Boards evaluate the feedback received from the TRG and other stakeholders to determine what action, if any, is necessary for each potential implementation issue. Implementation questions submitted to the TRG and discussions at TRG meetings informed the Board about a few issues in the guidance on identifying performance obligations and licensing. The amendments in this Update clarify the implementation guidance on principal versus agent considerations. When another party is involved in providing goods or services to a customer, an entity is required to determine whether the nature of its promise is to provide the specified good or service itself (that is, the entity is a principal) or to arrange for that good or service to be provided by the other party (that is, the entity is an agent). When (or as) an entity that is a principal satisfies a performance obligation, the entity recognizes revenue in the gross amount of consideration to which it expects to be entitled in exchange for the specified good or service transferred to the customer. When (or as) an entity that is an agent satisfies a performance obligation, the entity recognizes revenue in the amount of any fee or commission to which it expects to be entitled in exchange for arranging for the specified good or service to be provided by the other party. An entity is a principal if it controls the specified good or service before that good or service is transferred to a customer. The guidance includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customer. The indicators do not override the assessment of control, should not be viewed in isolation, do not constitute a separate or additional evaluation, and should not be considered a checklist of criteria to be met in all scenarios. Considering one or more of the indicators often will be helpful in determining whether the entity controls the specified good or service before it is transferred to the customer. Depending on the facts and circumstances, the indicators may be more or less relevant to the assessment of control. Additionally, one or more of the indicators may be more persuasive to the assessment than the other indicators. In April 2016, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2016-10 Revenue from Contracts with Customers (Topic 606) Identifying Performance Obligations and Licensing, In May 2016, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, We have evaluated the recent accounting pronouncements through the date of issuance of the report and believe that none of them will have a material effect on our financial statements. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force and the United States Securities and Exchange Commission) did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

SCHEDULE OF ACCOUNTS PAYABLE AN

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)	12 Months Ended
	Dec. 31, 2016
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 December 31, 2016 and 2015: 2016 2015 Accounts payable $ 63,898 $ 2,925 Shareholder advance 61,913 26,434 $ 125,811 $ 29,359

SCHEDULE OF STOCK OPTIONS AND W

SCHEDULE OF STOCK OPTIONS AND WARRANTS (Tables)	12 Months Ended
	Dec. 31, 2016
SCHEDULE OF STOCK OPTIONS AND WARRANTS
SUMMARY OF WARRANT ACTIVITY AS OF DECEMBER 31, 2016 AND CHANGES DURING THE CURRENT YEAR	A summary of warrant activity as of December 31, 2016 and changes during the year then ended is presented below: Warrants [ex Plan Options] Weighted Avg Exercise Price Avg Remaining Contractual Life [Yrs] Weighted Avg Expiration Date Outstanding December 31, 2015 5,418,629 $1.00 0.84 10/1/2016 Issued in 2015 – Investors - - - - Issued in 2015 – Services - - - - Exercised - - - - Forfeited or Expired 3,500,000 - - - Outstanding December 31, 2016 1,918,629 $1.00 0.47 5/30/2017 Exercisable December 31, 2016 1,918,629 $1.00 0.47 5/30/2017

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2016
INCOME TAXES (Tables):
Provision for Income TAXES For The Year Ended Dec 2014 and 2015	Our provisions for income taxes for the years ended December 31, 2016 and 2015, respectively, were as follows (using our blended effective Federal and State income tax rate of 35.0%): 2016 2015 Current Tax Provision: Federal and state Taxable income $ - $ - Total current tax provision $ - $ - Deferred Tax Provision: Federal and state Net loss carryforwards $ (4,407,000) $ (4,300,000) Valuation allowance 4,407,000 4,300,000 Total deferred tax provision $ - $ -
Deferred Tax Assets For 2014 and 2015	Deferred tax assets at December 31, 2016 and 2015 consisted of the following: 2016 2015 Deferred tax assets: Net operating loss carryforwards $ 1,542,000 $ 1,505,000 Valuation allowance (1,542,000) (1,505,000) Net deferred tax assets $ - $ -
Reconciliation of Expected Tax benifit	A reconciliation of the expected tax benefit computed at the U.S. federal and state statutory income tax rates to our tax benefit for the years ended December 31, 2016 and 2015 is as follows: Years ended December 31, 2016 2015 Federal income tax rate at 35% $ (37,000) 35.0% $ (576,000) 35.0 % State income tax, net of federal benefit - - - - % Change in valuation allowance 37,000 (35.0)% 576,000 (35.0)% Benefit for income taxes $ - -% $ - - %

GOING CONCERN (Details)

GOING CONCERN (Details)	Dec. 31, 2016USD ($)
GOING CONCERN DETAILS
Operating losses and an accumulated deficit	$ 4,406,628
Incurred loss amounted	$ 106,382

Net Loss Per Share (Details)

Net Loss Per Share (Details)	Dec. 31, 2016shares
Net Loss Per Share Details
Warrants outstanding for the purchase of shares of common stock	1,918,629

ASSET WRITEOFFS (Details)

ASSET WRITEOFFS (Details) - USD ($)	Feb. 28, 2016	Dec. 31, 2015
ASSET WRITEOFFS Details
Company issued to an unrelated party	$ 10,000
Company wrote off in loan receivables due from Polybrite, a supplier		$ 84,000
Company wrote off in Prepaid credit due from Polybrite, a supplier		$ 36,738

ACCOUNTS PAYABLE AND ACCRUED 23

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($)	Jul. 01, 2017	Dec. 31, 2016	Dec. 31, 2015
Accounts payable and accrued expenses consists of following
Accounts payable.		$ 63,898	$ 2,925
Shareholder advance.		61,913	26,434
Total Accounts payable and Accrued expenses		125,811	$ 29,359
As per agreement company had to pay with controlling interest rate per month a shareholder Mr. George Mainas	$ 10,000
An additional amount was advanced to the Company by shareholders for the purpose of meeting expenses for services provided by unrelated third parties.		$ 35,479

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details)	Dec. 31, 2016USD ($)
RELATED PARTY TRANSACTIONS Details
Company liability accrued to George Mainas	$ 60,000

RELATED PARTY TRANSACTIONS-Adva

RELATED PARTY TRANSACTIONS-Advances (Details)	12 Months Ended
	Dec. 31, 2016USD ($)
RELATED PARTY TRANSACTIONS-Advances Details.
A total amount was advanced to the company by director	$ 15,344

NOTE PAYABLE (Details)

NOTE PAYABLE (Details)	Feb. 28, 2016USD ($)
Note payable Details
Company issued a Note to Richard Housand that bears interest per annum	7.00%
Inerest accured	$ 612

WARRANTS NARRATIVE (Details)

WARRANTS NARRATIVE (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2014	Oct. 22, 2014	Sep. 25, 2014	Jul. 01, 2014	Jun. 01, 2013
WARRANTS NARRATIVE DETAILS
Warrants issued on various dates in 2013 and 2014 to purchases shares up to	3,350,000	363,333	50,000
Exercise per share	$ 1	$ 1	$ 1
Agreed to issue a Warrant to Mark Wolff to purchase shares upto			150,000			500,000
Agreed to issue a Warrant to Mark Wolff to purchase shares at exercise price			$ 1			$ 1
Aggregate fair value of the warrants	$ 668	$ 31,541
Stock based compensation related to warrants issued to Mark Wolff recorded	$ 334
Company issued shares of common stock to Mr. Molasky in consideration for his services.					1,255,295
Per share value is					$ 0.75
Total value of shares recorded as consulting fee					$ 941,471
Company agreed to issue Mark Blackwell for services rendered				300,000
Common stock per share value(Mark)				$ 1

Summary of warrant activity (De

Summary of warrant activity (Details)	Dec. 31, 2016$ / sharesshares	Dec. 31, 2015$ / sharesshares
Warrants ex Plan Options
Warrants Outstanding	1,918,629	5,418,629
Warrants Issued in 2015 - Investors	0
Warrants Issued in 2015 - Services	0
Warrants Exercised	0
Warrants Forfeited or Expired	3,500,000
Warrants Exercisable	1,918,629
Weighted Avg Exercise Price
Weighted Avg Exercise Price - Warrants Outstanding | $ / shares	$ 1	$ 1
Weighted Avg Exercise Price - Warrants Exercisable | $ / shares	$ 1
Avg Remaining Contractual Life
Avg Remaining Contractual Life	0.47	0.84
Avg Remaining Contractual Life	0.47

STOCK WARRANTS VALUATION ASSUMP

STOCK WARRANTS VALUATION ASSUMPTIONS (Details) - USD ($)	Dec. 31, 2014	Oct. 22, 2014	Sep. 25, 2014	Jul. 01, 2014	Jun. 01, 2013
Stock Warrants valuation assumptions
Stock Warrants Expected volatility	45.00%	78.00%	71.00%	48.00%	103.00%
Stock Warrants Expected term in years	1	1	1	1	1
Stock Warrants Risk free rate	0.14%	0.11%	9.00%	0.10%	0.14%
The estimated fair value of the warrants and valuation Model	$ 31,541	$ 23,581	$ 41,018	$ 85,991	$ 668
Stock warrant dividend yield	0.00%	0.00%	0.00%	0.00%	0.00%

CAPITAL STOCK TRANSACTIONS (Det

CAPITAL STOCK TRANSACTIONS (Details) - USD ($)	Dec. 31, 2016	Dec. 14, 2015	Aug. 04, 2015
CAPITAL STOCK TRANSACTIONS:
The Company is authorized to issue shares of common stock	100,000,000
The Company is authorized to issue shares of Preferred stock	20,000,000
Company agreed to convert a total in outstanding debt and trade payables			$ 393,857
Outstanding debt and trade payables owed to 8 Company shareholders into a total shares of restricted common stock.			3,938,566
Company agreed to issue to a Company consultant shares of restricted common stock as compensation for services provided to the Company.			500,000
Mainas Development Corporation (MDC) agreed to loan the Company up to		$ 130,000
Loan Document provides that the loan shall accrue interest at the rate per annum		7.00%
The Company issued MDC shares of Company common stock in consideration of extending loan to the company		13,000,000
MDC is an entity owned and controlled by George Mainas who owns greater percentage of the outstanding shares		10.00%

Expected tax benefit computed (

Expected tax benefit computed (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Current Tax Provision
Federal and state	$ 0	$ 0
Taxable income	0	0
Total current tax provision	0	0
Deferred Tax Provision
Federal and state	0	0
Net loss carryforwards	(4,407,000)	(4,300,000)
Valuation allowance	4,407,000	4,300,000
Total deferred tax provision	$ 0	$ 0

Deferred tax assets (Details)

Deferred tax assets (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Deferred tax assets:
Net operating loss carryforwards.	$ 1,542,000	$ 1,505,000
Valuation allowance	(1,542,000)	(1,505,000)
Net deferred tax assets	$ 0	$ 0

Federal and state statutory inc

Federal and state statutory income tax rates to our tax benefit(Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Statutory income rates benefits
Federal income tax rate at 35%	$ (37,000)	$ (576,000)
State income tax, net of federal benefit	0	0
Change in valuation allowance	37,000	576,000
Benefit for income taxes	$ 0	$ 0