LED Lighting (LEDL) 10-K 15 Aug 18 2017 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2017	Aug. 08, 2018	Jun. 30, 2017
Details
Registrant Name	LED Lighting Co
Registrant CIK	1,502,659
SEC Form	10-K
Period End date	Dec. 31, 2017
Fiscal Year End	--12-31
Trading Symbol	ledl
Tax Identification Number (TIN)	463,457,679
Number of common stock shares outstanding		26,157,195
Public Float			$ 0
Filer Category	Smaller Reporting Company
Current with reporting	Yes
Voluntary filer	No
Well-known Seasoned Issuer	No
Amendment Flag	false
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	FY
Entity Incorporation, State Country Name	Delaware
Entity Address, Address Line One	405 East D Street, Suite G
Entity Address, City or Town	Petaluma
Entity Address, State or Province	California
Entity Address, Postal Zip Code	94,952
City Area Code	(415)
Local Phone Number	819-1157

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Current Assets
Cash	$ 71	$ 33
Total Current Assets	71	33
TOTAL ASSETS	71	33
Current Liabilities
Accounts payable & accrued expenses	32,815	63,898
Accrued Interest	1,312	0
Shareholder Advance	82,129	61,913
Note payable	10,000	10,000
Total Liabilities	126,256	135,811
Stockholders' Deficit
Preferred Stock, Value	0	0
Common Stock, Value	2,616	2,616
Additional paid-in capital	4,342,352	4,268,234
Accumulated deficit	(4,471,154)	(4,406,628)
Total Stockholders' Deficit	(126,186)	(135,778)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 71	$ 33

Condensed Balance Sheets - Pare

Condensed Balance Sheets - Parenthetical - $ / shares	Dec. 31, 2017	Dec. 31, 2016
Details
Preferred Stock, Par or Stated Value Per Share	$ 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 or Stated Value Per Share	$ 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

Codnensed Statements of Operati

Codnensed Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Details
Revenue	$ 0	$ 0
Cost of revenue	0	0
Gross profit	0	0
Asset write-offs	0	10,000
Consulting expense	0	60,000
Operating expenses	63,856	35,770
Loss from operations	(63,856)	(105,770)
Other income (expense)
Interest expense	(700)	(612)
Other expense	30	0
Nonoperating Income (Expense)	(670)	(612)
Loss before income taxes	(64,526)	(106,382)
Income tax expense	0	0
Net loss	$ (64,526)	$ (106,382)
Loss per share - basic	$ 0	$ 0
Weighted average shares - basic	26,157,195	26,157,195

Statement of Changes in Stockho

Statement of Changes in Stockholders' Deficit - USD ($)	Common Stock	Additional Paid-in Capital	Retained Earnings	Total
Equity Balance, Starting at Dec. 31, 2015	$ 2,616	$ 4,268,234	$ (4,300,246)	$ (29,396)
Shares Outstanding, Starting at Dec. 31, 2015	26,157,195
Net Income (Loss)	$ 0	0	(106,382)	(106,382)
Shares Outstanding, Ending at Dec. 31, 2016	26,157,195
Equity Balance, Ending at Dec. 31, 2016	$ 2,616	4,268,234	(4,406,628)	(135,778)
Contributed Capital	0	74,118	0	74,118
Net Income (Loss)	$ 0	0	(64,526)	(64,526)
Shares Outstanding, Ending at Dec. 31, 2017	26,157,195
Equity Balance, Ending at Dec. 31, 2017	$ 2,616	$ 4,342,352	$ (4,471,154)	$ (126,186)

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
OPERATING ACTIVITIES:
Net loss	$ (64,526)	$ (106,382)
Changes in operating assets and liabilities
Accounts payable & accrued expenses	(29,771)	60,973
Net cash used in operating activities	(94,297)	(45,409)
FINANCING ACTIVITIES:
Bank Overdraft	0	(37)
Contributed Capital	74,119	0
Shareholder Advance	20,216	35,479
Proceeds from the issuance of note payable	0	10,000
Net cash provided by financing activities	94,335	45,442
Net increase in cash	38	33
Cash and Cash Equivalents, at Carrying Value, Beginning Balance	33	0
Cash and Cash Equivalents, at Carrying Value, Ending Balance	71	33
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Stock issued in conversion of debt	0	393,857
Interest paid	0	0
Taxes paid	$ 0	$ 0

1. OVERVIEW

1. OVERVIEW	12 Months Ended
	Dec. 31, 2017
Notes
1. 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 $4,471,154 since inception of the Company on July 19, 2010 through December 31, 2017. In 2017 the Company incurred a loss of $64,526. 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 2018. 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.

2. SUMMARY OF SIGNIFICANT ACCOU

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2017
Notes
2. 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, 2017. 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, 2017, 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, 2017, 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. 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), 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.

3. ASSET WRITEOFFS

3. ASSET WRITEOFFS	12 Months Ended
	Dec. 31, 2017
Notes
3. 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 wrote the credit off as an operating loss in 2016.

4. ACCOUNTS PAYABLE AND ACCRUED

4. ACCOUNTS PAYABLE AND ACCRUED EXPENSES	12 Months Ended
	Dec. 31, 2017
Notes
4. ACCOUNTS PAYABLE AND ACCRUED EXPENSES	4. ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consist of the following as of December 31, 2017 and 2016: 2017 2016 Accounts payable $ 32,815 $ 63,898 Accrued interest 1,312 - Shareholder advance 82,129 61,913 $ 116,256 $ 125,811 During the year end December 31, 2017, $82,129 was advanced to the Company by shareholders for the purpose of meeting expenses for services provided by unrelated third parties.

5. RELATED PARTY TRANSACTIONS

5. RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2017
Notes
5. RELATED PARTY TRANSACTIONS	5. RELATED PARTY TRANSACTIONS On July 1, 2016, the Company entered into a consulting agreement with George Mainas, a related party with a controlling interest in the Company. As of December 31, 2016, the Company recorded an accrued liability of $60,000 for the outstanding balance due to Mainas. During the year ended December 31, 2017, the outstanding balance was forgiven by Mainas and the Company reclassified the $60,000 to additional paid in capital on the consolidated balance sheet. During the year ended December 31, 2017 a total of $5,704 was advanced to the Company by a Director and therefore related party, Kevin Kearney.

6. NOTE PAYABLE

6. NOTE PAYABLE	12 Months Ended
	Dec. 31, 2017
Note #1
6. 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.

7. STOCK BASED COMPENSATION

7. STOCK BASED COMPENSATION	12 Months Ended
	Dec. 31, 2017
Notes
7. 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. 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. 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. 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, 2017 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, 2016 5,418,629 $ 1.00 0.84 10/1/2016 Issued in 2016 – Investors - - - - Issued in 2016 – Services - - - - Exercised - - - - Forfeited or Expired - - - - Outstanding December 31, 2017 5,418,629 $ 1.00 0.22 5/30/2017 Exercisable December 31, 2017 5,418,629 $ 1.00 0.22 5/30/2017

8. STOCKHOLDERS' DEFICIT

8. STOCKHOLDERS' DEFICIT	12 Months Ended
	Dec. 31, 2017
Notes
8. 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.

9. INCOME TAXES

9. INCOME TAXES	12 Months Ended
	Dec. 31, 2017
Notes
9. INCOME TAXES	9. INCOME TAXES Our provisions for income taxes for the years ended December 31, 2017 and 2016, respectively, were as follows (using our blended effective Federal and State income tax rate of 35.0%): 2017 2016 Current Tax Provision: Federal and state Taxable income $ - $ - Total current tax provision $ - $ - Deferred Tax Provision: Federal and state Net loss carryforwards $ (4,471,000) $ (4,407,000) Valuation allowance 4,471,000 4,407,000 Total deferred tax provision $ - $ - Deferred tax assets at December 31, 2017 and 2016 consisted of the following: 2017 2016 Deferred tax assets: Net operating loss carryforwards $ 1,565,000 $ 1,542,000 Valuation allowance (1,565,000) (1,542,000) 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 $1,565,000 in NOL at December 31, 2017 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, 2017 and 2016 is as follows: Years ended December 31, 2017 2016 Federal income tax rate at 35% $ (539,700) 35.00% $ (576,000) 35.00% State income tax, net of federal benefit - - - - Change in valuation allowance 539,700 (35.00%) 576,000 (35.00%) Benefit for income taxes $ - -% $ - - % We file income tax returns in the U.S. with varying statutes of limitations. Our policy is to recognize interest expense and penalties related to income tax matters as a component of our provision for income taxes. There were no accrued interest and penalties associated with uncertain tax positions as of December 31, 2017 and 2016. We have no unrecognized tax benefits and thus no interest or penalties included in the financial statements.

1. OVERVIEW_ Substantial Doubt

1. OVERVIEW: Substantial Doubt about Going Concern (Policies)	12 Months Ended
	Dec. 31, 2017
Policies
Substantial Doubt about Going Concern	Going Concern The Company has sustained operating losses and an accumulated deficit of $4,471,154 since inception of the Company on July 19, 2010 through December 31, 2017. In 2017 the Company incurred a loss of $64,526. 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 2018. 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.

2. SUMMARY OF SIGNIFICANT ACC17

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Use of Estimates (Policies)	12 Months Ended
	Dec. 31, 2017
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.

2. SUMMARY OF SIGNIFICANT ACC18

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Fair Value Measurements (Policies)	12 Months Ended
	Dec. 31, 2017
Policies
Fair Value Measurements	Fair Value Measurements ASC 820, “ Fair Value Measurements

2. SUMMARY OF SIGNIFICANT ACC19

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Cash and Cash Equivalents (Policies)	12 Months Ended
	Dec. 31, 2017
Policies
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, 2017.

2. SUMMARY OF SIGNIFICANT ACC20

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Concentration of Credit Risk (Policies)	12 Months Ended
	Dec. 31, 2017
Policies
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.

2. SUMMARY OF SIGNIFICANT ACC21

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Revenue Recognition (Policies)	12 Months Ended
	Dec. 31, 2017
Policies
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.

2. SUMMARY OF SIGNIFICANT ACC22

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Income Taxes (Policies)	12 Months Ended
	Dec. 31, 2017
Policies
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, 2017, there were no deferred taxes.

2. SUMMARY OF SIGNIFICANT ACC23

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Share Based Compensation (Policies)	12 Months Ended
	Dec. 31, 2017
Policies
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.

2. SUMMARY OF SIGNIFICANT ACC24

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Net Loss Per Share (Policies)	12 Months Ended
	Dec. 31, 2017
Policies
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, 2017, there were warrants outstanding for the purchase of 1,918,629 shares of common stock which could potentially dilute future earnings per share.

2. SUMMARY OF SIGNIFICANT ACC25

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Recent Accounting Pronouncements (Policies)	12 Months Ended
	Dec. 31, 2017
Policies
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. 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), 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.

7. STOCK BASED COMPENSATION_ Su

7. STOCK BASED COMPENSATION: Summary of Warrant Activity (Tables)	12 Months Ended
	Dec. 31, 2017
Tables/Schedules
Summary of Warrant Activity	Warrants [ex Plan Options] Weighted Avg Exercise Price Avg Remaining Contractual Life [Yrs] Weighted Avg Expiration Date Outstanding December 31, 2016 5,418,629 $ 1.00 0.84 10/1/2016 Issued in 2016 – Investors - - - - Issued in 2016 – Services - - - - Exercised - - - - Forfeited or Expired - - - - Outstanding December 31, 2017 5,418,629 $ 1.00 0.22 5/30/2017 Exercisable December 31, 2017 5,418,629 $ 1.00 0.22 5/30/2017

9. INCOME TAXES_ Schedule of Co

9. INCOME TAXES: Schedule of Components of Income Tax Expense (Benefit) (Tables)	12 Months Ended
	Dec. 31, 2017
Tables/Schedules
Schedule of Components of Income Tax Expense (Benefit)	2017 2016 Current Tax Provision: Federal and state Taxable income $ - $ - Total current tax provision $ - $ - Deferred Tax Provision: Federal and state Net loss carryforwards $ (4,471,000) $ (4,407,000) Valuation allowance 4,471,000 4,407,000 Total deferred tax provision $ - $ -

9. INCOME TAXES_ Schedule of De

9. INCOME TAXES: Schedule of Deferred Tax Assets and Liabilities (Tables)	12 Months Ended
	Dec. 31, 2017
Tables/Schedules
Schedule of Deferred Tax Assets and Liabilities	2017 2016 Deferred tax assets: Net operating loss carryforwards $ 1,565,000 $ 1,542,000 Valuation allowance (1,565,000) (1,542,000) Net deferred tax assets $ - $ -

9. INCOME TAXES_ Schedule of Ef

9. INCOME TAXES: Schedule of Effective Income Tax Rate Reconciliation (Tables)	12 Months Ended
	Dec. 31, 2017
Tables/Schedules
Schedule of Effective Income Tax Rate Reconciliation	Years ended December 31, 2017 2016 Federal income tax rate at 35% $ (539,700) 35.00% $ (576,000) 35.00% State income tax, net of federal benefit - - - - Change in valuation allowance 539,700 (35.00%) 576,000 (35.00%) Benefit for income taxes $ - -% $ - - %

1. OVERVIEW (Details)

1. OVERVIEW (Details)	12 Months Ended
	Dec. 31, 2017
Details
Entity Information, Former Legal or Registered Name	Pinewood Acquisition Corporation
Entity Incorporation, State Country Name	Delaware

1. OVERVIEW_ Substantial Doub31

1. OVERVIEW: Substantial Doubt about Going Concern (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Details
Accumulated deficit	$ (4,471,154)	$ (4,406,628)
Net loss	$ (64,526)	$ (106,382)

4. ACCOUNTS PAYABLE AND ACCRU32

4. ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Details
Accounts payable	$ 32,815	$ 63,898
Accrued interest	1,312	0
Shareholder advance	82,129	61,913
Accounts Payable and Accrued Liabilities	$ 116,256	$ 125,811

5. RELATED PARTY TRANSACTIONS (

5. RELATED PARTY TRANSACTIONS (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
George Mainas
Accrued Liabilities		$ 60,000
Debt forgiven and reclassified to Additional Paid-in Capital	$ 60,000
Kevin Kearney
Shareholder Advance	$ 5,704

6. NOTE PAYABLE (Details)

6. NOTE PAYABLE (Details) - Note #1	12 Months Ended
	Dec. 31, 2017USD ($)
Debt Instrument, Description	Note to Richard Housand
Debt Instrument, Interest Rate, Stated Percentage	7.00%
Accrued interest	$ 612

7. STOCK BASED COMPENSATION_ 35

7. STOCK BASED COMPENSATION: Summary of Warrant Activity (Details) - $ / shares	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017
Details
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance			5,418,629
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance			$ 1
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	2 months 19 days	10 months 2 days
Awards outstanding, Weighted Average Expiration date, Start of Period			Oct. 1, 2016
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period			0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance	5,418,629	5,418,629	5,418,629
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance	$ 1	$ 1	$ 1
Awards outstanding, Weighted Average Expiration date, End of Period			May 30, 2017
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	5,418,629		5,418,629
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 1		$ 1
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term			2 months 19 days
Awards exercisable, Weighted Average Expiration date, End of Period			May 30, 2017

8. STOCKHOLDERS' DEFICIT (Detai

8. STOCKHOLDERS' DEFICIT (Details) - shares	Dec. 31, 2017	Dec. 31, 2016
Details
Common Stock, Shares Authorized	100,000,000	100,000,000
Preferred Stock, Shares Authorized	20,000,000	20,000,000

9. INCOME TAXES_ Schedule of 37

9. INCOME TAXES: Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Current Tax Provision:
Taxable income	$ 0	$ 0
Total current tax provision	0	0
Deferred Tax Provision:
Net loss carryforwards	(4,471,000)	(4,407,000)
Valuation allowance	4,471,000	4,407,000
Total deferred tax provision	$ 0	$ 0

9. INCOME TAXES_ Schedule of 38

9. INCOME TAXES: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Deferred tax assets:
Net operating loss carryforwards	$ 1,565,000	$ 1,542,000
Valuation allowance	(1,565,000)	(1,542,000)
Net deferred tax assets	$ 0	$ 0

9. INCOME TAXES_ Schedule of 39

9. INCOME TAXES: Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Details
Federal income tax rate at 35%	35.00%	35.00%
Federal income tax rate at 35%	$ (539,700)	$ (576,000)
State income tax, net of federal benefit	0.00%	0.00%
State income tax, net of federal benefit	$ 0	$ 0
Change in valuation allowance	(35.00%)	(35.00%)
Change in valuation allowance	$ 539,700	$ 576,000
Benefit for income taxes	0.00%	0.00%
Benefit for income taxes	$ 0	$ 0