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LED LIGHTING CO FILES (8-K) Disclosing Change in Shell Company Status(Edgar Glimpses Via Acquire Media NewsEdge) ITEM 5.06 CHANGE IN SHELL COMPANY STATUS Based on the current operations of the LED Lighting Company (the "Company"), the Company believes that it is no longer a shell company as that term is defined in Rule 12b-2 of the Exchange Act. The current operations of the Company are described in this Current Report on Form 8-K. FORM 10 DISCLOSUREWe are providing below the information that would be included in a Form 10 if we were to file a Form 10. Recent Company Developments 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. The summary of the amendment is qualified in its entirety by reference to the amendment which is filed as an exhibit to the Company's Current Report on Form 8-K filed with the SEC on June 4, 2013. Effective May 28, 2013, the Company's principal place of business has changed to 4000 Bridgeway, Suite 400, Sausalito, California 94965. On May 28, 2013, the Company entered into a Share Cancellation Agreement with the then 3 existing stockholders of the Company pursuant to which the stockholders agreed to collectively cancel 18,900,000 of their issued and outstanding shares resulting in 1,100,000 shares issued and outstanding among the 3 stockholders. One of the 3 existing stockholders is Joseph Merhi, who is also a director of the Company. The summary of the Share Cancellation Agreement is qualified in its entirety by reference to the Share Cancellation Agreement which is filed as an exhibit to the Company's Current Report on Form 8-K filed with the SEC on June 4, 2013. Effective May 28, 2013, the Company entered into subscription agreements with 15 accredited investors pursuant to which the Company agreed to issue a total of 3,335,000 shares of common stock at $.10 per share, and three-year warrants to purchase up to 3,335,000 shares of common stock at $1.00 per share, in exchange for cash proceeds and in-kind payments totaling $335,000. The summary of the subscription agreement is qualified in its entirety by reference to the form of subscription agreement which is filed as an exhibit to the Company's Current Report on Form 8-K filed with the SEC on June 4, 2013. On May 28, 2013, Joseph Merhi resigned all of his officer positions with the Company. Mr. Merhi remains on the Board of Directors of the Company. On May 28, 2013, the Company appointed Kevin Kearney as a director of the Company, and appointed Mr. Kearney as the Chief Executive Officer, Chief Financial Officer, President and Secretary of the Company. On May 28, 2013, the Company's board of directors and stockholders approved the adoption of the LED Lighting Company 2013 Equity Incentive Plan (the "2013 Plan"). The 2013 Plan is intended to aid the Company in recruiting and retaining key employees, directors or consultants and to motivate them by providing incentives through the granting of awards of stock options or other stock based awards. The 2013 Plan is administered by the board of directors. Directors, officers, employees and consultants of the Company and its affiliates are eligible to participate under the 2013 Plan. A total of 1,500,000 shares of common stock have been reserved for awards under the 2013 Plan. The summary of the 2013 Plan described above is qualified in its entirety by reference to the 2013 Plan which is filed as an exhibit to the Company's Current Report on Form 8-K filed with the SEC on June 4, 2013. Effective June 1, 2013, the Company entered into a Consulting Agreement with Mark Wolff pursuant to which he has agreed to be engaged as the Vice President of Sales and Marketing of the Company. The agreement is for a period of one (1) year, subject to any earlier termination. The compensation payable to Mr. Wolff under the agreement is $20,833 per month. The Company also 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 and terminating in 3 years. The summary of the Consulting Agreement and form of Warrant is qualified in its entirety by reference to the agreements which are filed as exhibits to the Company's Current Report on Form 8-K filed with the SEC on June 4, 2013. On June 5, 2013, the Company entered into a Non-Exclusive Distributor Agreement with Polybrite International, Inc. ("Polybrite") pursuant to which the Company was appointed as a non-exclusive distributor of Polybrite's LED products. The agreement provides that the Company may purchase Polybrite's LED products on most favored nation's terms. The term of the agreement is for five years, subject to any early termination. The summary of the Distributor Agreement is qualified in its entirety by reference to the Distributor Agreement which is filed as an exhibit to the Company's Current Report on Form 8-K filed with the SEC on June 10, 2013. On June 5, 2013, the Company entered into a Sales Representative Agreement with Polybrite pursuant to which the Company was appointed as a non-exclusive sales representative of Polybrite's LED products. The agreement provides that the Company may make introductions, solicit sales, and make referrals for purchases of Polybrite's LED products and receive commission compensation upon the completion of such sales. The term of the agreement is for eight years, subject to either party's right to terminate earlier. The summary of the Sales Representative Agreement is qualified in its entirety by reference to the Sales Representative Agreement which is filed as an exhibit to the Company's Current Report on Form 8-K filed with the SEC on June 10, 2013. Form 10/Item 1. Description of Business 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). We have established a list of quality suppliers on a global basis that make our products to our own specifications. Besides offices in the United States, we also plan to maintain offices in Hong Kong and China. The Industry and Overall Market LED sales in 2012 were 9.4 billion dollars. Twenty five percent (25%) of those sales were in the United States. In 2016 sales of all lighting products are projected to be 78 billion dollars, and projections by various individuals state that LED lighting products will equal 33 to 50 percent of the total sales dollars (23 to 39 billion dollars). LED lamps and fixtures are more efficient than traditional sources of illumination. Their useful life is significantly longer as well and they use anywhere from 85 to 90% less energy than traditional lighting sources such as incandescent, halogen, and metal halide to name a few. They are solid-state and dimmable which makes it ideal for applications such as the Smart Grid. Besides lasting longer and being more energy efficient they are made with non-hazardous materials (RoHS) and also operate at lower temperatures than conventional lighting products. This combination of attributes along with low operating costs, delivers a significant savings as well as strong "ROI"s" (returns on investments) to customers that choose to use them. The market is growing rapidly due to the technological advances, improvement in pricing and growing acceptance in the commercial, industrial and residential markets. The lighting market is dominated by such companies, as General Electric, Phillips, Orem/Sylvania, Hubbell Lighting, Acuity Brands and Cooper Electric. We estimate that combined these companies account for 55 to 60% of the total lighting market. We believe that our company has an opportunity to capitalize on the many opportunities in the market. In early 2005, Cree was an emerging supplier of semiconductors (LED Chips) and today they sell finished lighting products on a global basis. Their annual sales now top over one billion dollars. There are many high performing secondary suppliers in the lighting market, such as Feit Electric, EIKO, TCP, and MAX Light to name a few. Our main sales efforts will be to sell the electrical distribution trade. According to the National Association of Electrical Distributors (NAED) there are over 4,000 distributor locations in the United States and Canada. These distributors use the "stock and flow" business model for a great deal of their sales. These distributors work with large electrical engineering firms and general contractors on individual projects. To support their efforts we will make presentations to Architects, Facility Managers, Lighting Designers, and General Contractors to educate them on LED lighting products and our product offering. We also plan to call on original Equipment Manufacturers (OEM's), the Marine industry and the RV/Mobile Home industry and drive this business through the distribution channel when possible. We intend to make sales presentations to federal, state and local government agencies. Product Offering Our product offering will include the following: † Street Lighting † Parking Lot Lighting † Warehouse Lighting (High Bays) † Light Bulbs (A 19 Series) † Chandelier Bulbs † Flood and Spot Lights † Accent Lights † LED Tubes (replaces fluorescent bulbs) † Panel Lighting History The LED Lighting Company is a Delaware corporation which was incorporated in July 19, 2010. Prior to June 1, 2013, it as a non-operational shell company named "Fun World Media, Inc." On June 1, 2013, the Company commenced operations and its business plan to import and sell LED lighting bulbs and fixtures. Production and Logistics The majority of the LED Lighting Company's products are manufactured in either Shenzhen or the Pearl River Delta, both of which are in the Peoples' Republic of China. The finished product is shipped to the nearby port of Yan Tian, China. From Yan Tian it is then shipped to a warehouse located in San Francisco, California. We intend to contract with a facility in San Francisco, California that we will use as a staging area for shipments throughout the U.S. and Canada. As our business grows we have the option of using regional warehousing which is owned by our independent sales agents. Competition We face competition from traditional lighting suppliers, be it manufacturers or trading companies. LED lighting is a growing industry with a number of suppliers. Some have significant capital resources, distribution channels and entrenched customer accounts while others live from order to order. We will compete against traditional lighting manufacturers primarily based on our entrepreneurial culture. By removing layers of bureaucratic and cumbersome controls and administrative tasks we can respond quicker to our customer's needs. Our company will be customer focused and not corporate focused. Besides offering to the customer's traditional LED lighting products we will position ourselves as an innovative supplier of cutting edge LED lighting products. Our pricing is and will continue to be competitive. We expect over time that the smaller innovative companies and those that control a niche in the market place will be bought by the larger companies. There are a number of off shore OEM manufacturers who continually develop new component advances in LED lighting. We will stay close to these companies, and use their advances in our finished products. Our Employees We have one full time contracted position and one part-time contracted position as of June 1, 2013. Backlog We do not have any material order backlog as of the date of this Current Report. Seasonality We do not expect that our business will experience significant seasonality. Form 10/Item 1A. Risk Factors An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below, together with all of the other information included in this Current Report, before making an investment decision. If any of the following risks actually occurs, our business, financial condition or results of operations could suffer. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment. You should read the section entitled "Special Notes Regarding Forward-Looking Statements" for a discussion of what types of statements are forward-looking statements as well as the significance of such statements in the context of this report. Risks Related To Our BusinessWe have a very limited operating history. Prior to June 1, 2013, our Company was a "shell" company with no or nominal operations. The Company recently became funded and commenced operations. The Company does not currently have significant operating revenues and has a very limited operating history. Because the Company has a limited operating history, we do not have any historical financial data upon which to base planned operations. Our historical financial information is not a reliable indicator of future performance or prospects. The segments of the LED industry in which we operate are highly competitive and increased competition could reduce our sales and profitability. We compete in different markets within the LED lighting industry on the basis of the quality of our products, customer service, price and distribution. All of our markets are highly competitive. Our competitors vary in size and many have greater financial and marketing resources than we do. While we believe that our Company offers unique advantages, if we cannot maintain quality and pricing that are comparable to other LED products and other lighting products we may not be able to develop, or may lose, market share. Our business and financial performance may be adversely affected by downturns in the target markets that we serve or reduced demand for the types of products we sell. Demand for our products is often affected by general economic conditions as well as product-use trends in our target markets. These changes may result in decreased demand for our products. The occurrence of these conditions is beyond our ability to control and, when they occur, they may have a significant impact on our sales and results of operations. Our products are typically higher priced than non-LED lighting products. The inability or unwillingness of our customers to pay a premium for our products due to general economic conditions or a downturn in the economy may have a significant adverse impact on our sales and results of operations. Changes within the lighting industry may adversely affect our financial performance. Changes in the identity, ownership structure and strategic goals of our competitors and the emergence of new competitors in our target markets may harm our financial performance. New competitors may include foreign-based companies and commodity-based domestic producers who could enter our specialty markets if they are unable to compete in their traditional markets. Additionally, consolidation within our industry could unite other producers with distribution channels through which we intend to sell our products, thereby limiting access to our target markets. Any interruption in delivery from our suppliers will impair our ability to distribute our products and generate revenues. We are dependent on third party manufacturers for the production and supply of our products. We have no manufacturing facilities and we rely on these third parties to provide us with an adequate and reliable supply of products on a timely basis. Any interruption in the distribution from our suppliers could affect our ability to distribute our products. Additionally, these suppliers are located outside of the United States in the Peoples' Republic of China (PRC). Any legislation or consumer preferences in the United States or other countries requiring products which are made in the United States or such other countries may have a material adverse impact on our sales and results of operations. If the third party manufactures who supply our products were to suffer a catastrophic loss, unforeseen or recurring operational problems at any of their facilities, we could suffer significant product shortages, sales declines and/or cost increases. The facilities which make the lighting products we distribute as well as their distribution warehouses could suffer catastrophic loss due to fire, flood, terrorism, mechanical failure or other natural or human caused events, or other unforeseen interruptions in production or delivery. If any of these facilities were to experience a catastrophic loss, it could disrupt our supply of products for sale, delay or reduce shipments and reduce our revenues. These expenses and losses are not covered by property or business interruption insurance. Even if covered by insurance, our inability to deliver our products to customers, even on a short-term basis, may cause us to lose market share on a more permanent basis. If we are not able to compete effectively against companies with greater resources, our prospects for future success will be jeopardized. The lighting industry is highly competitive. In the lighting markets in which we plan to sell our LED lighting solutions, our products will compete with lighting products utilizing traditional lighting technology provided by larger and better-established lighting operators. We expect competition to intensify in the future. Many of our competitors have longer operating histories, larger customer bases, greater brand recognition and significantly greater financial, marketing, technical and other resources. Our competitors may acquire or be acquired by, receive investments from or enter into other commercial relationships with, larger, well established and well-financed competitors. Therefore, some of our competitors with other revenue sources may be able to devote greater resources to marketing and promotional campaigns, adopt more aggressive pricing policies, and devote substantially more resources to product development. It is difficult to effectively compete with companies that have these resources so we cannot assure that we will ever become a significant company in the industry. If our lighting products do not gain wider market acceptance, prospects for our growth and profitability may be limited. We face competition from both traditional lighting technologies, such as incandescent, florescent and neon lighting, and from competitors engaged in providing LED lighting products. Traditional lighting technologies have the advantage of a long history of market acceptance and familiarity as compared to our LED lighting solutions. Potential customers for our LED products may be reluctant to adopt these as alternatives to traditional lighting technologies because of their higher initial cost to achieve comparable light output, although our LED lighting products tend to be more energy efficient and require less maintenance. Our success will depend upon both the increased acceptance of our LED products as an alternative to traditional lighting technologies and the development of higher lumen producing products to meet traditional lighting applications. Obstacles to adoption of LED lighting in the general lighting market include the high initial cost of high brightness white LEDs and the need for further advances in brightness, color characteristics, efficiency and the predicted life of the LEDs before they require replacement. Our future results are dependent upon sales growth in the commercial, hospitality, institutional, retail and sign markets. If acceptance of our lighting products in general does not continue to grow, then opportunities to increase our revenue and operate profitably may be limited. We will depend on independent sales representatives for a substantial portion of our revenue and sales, and the failure to successfully manage our relationships with these third-parties, or the termination of these relationships, could cause our revenue to decline and harm our business. We intend to establish a network of independent sales representatives to sell certain products. We may not be able to negotiate acceptable relationships in the future and cannot predict whether current or future relationships will be successful. These relationships have not yet been formalized in a detailed contract, and may be subject to termination at any time. The agreements that are formalized in a contract are generally short-term, not exclusive, and can be cancelled by these sales channels without significant financial consequence. We cannot control how these sales channels perform and cannot be certain that we or end-users will be satisfied by their performance. If we cannot establish these sales channels or if they do not perform once established, there could be a significant impact on our revenue and profits. Our products could contain defects or they may be installed or operated incorrectly, which could reduce sales of those products or result in claims against us. Defects may be found in the products we will distribute. This could result in, among other things, a delay in the recognition or loss of revenue, loss of market share or failure to achieve market acceptance. The occurrence of these problems could result in the delay or loss of market acceptance of our lighting products and would likely harm our business. Defects, integration issues or other performance problems in our lighting products could result in personal injury or financial or other damages to end-users or could damage market acceptance of our products. Our customers and end-users could also seek damages from us for their losses. A product liability claim brought against us, even if unsuccessful, would likely be time consuming and costly to defend. The reduction or elimination of incentives to adopt LED lighting could cause the growth in demand for our products to slow, which could materially and adversely affect our revenues, profits and margins. We believe the near-term growth of the LED market will be accelerated by government policies in certain countries that either directly promote the use of LEDs or discourage the use of some traditional lighting technologies. Currently, the upfront cost of LED lighting exceeds the upfront cost for some traditional lighting technologies that provide similar lumen output in many applications. However, some governments have used policy initiatives to accelerate the development and adoption of LED lighting and other non-traditional lighting technologies that are seen as more environmentally friendly compared to some traditional lighting technologies. Reductions in, or the elimination of, government investment and favorable energy policies could result in decreased demand for the products we distribute and decrease our revenues, profits and margins. Additionally, if our products fail to qualify for any financial incentives or rebates provided by governmental agencies or utilities for which our competitors' products qualify, such programs may diminish or eliminate our ability to compete by offering products at lower prices than our competitors. The failure to obtain certifications or compliance would harm our business. The products we intend to distribute are required to comply with certain legal requirements governing the materials in those products. If the products do not comply with these legal requirements, our revenue might be materially harmed. Financial RisksIf we cannot return to and sustain profitable operations, we will need to raise additional capital to continue our operations, which may not be available on commercially reasonable terms, or at all, and which may dilute your investment. We have no revenues or sales as of the date of this Current Report. Achieving and sustaining profitability will require us to achieve revenues and manage our product, operating and administrative expenses. We cannot guarantee that we will be successful in achieving revenues or profitability. If we are unable to generate sufficient revenues to pay our expenses and our existing sources of cash and cash flows are otherwise insufficient to fund our activities, we will need to raise additional funds to continue our operations. We do not have any arrangements in place for additional funds. If needed, those funds may not be available on favorable terms, or at all. Furthermore, if we issue equity or debt securities to raise additional funds, our existing stockholders may experience dilution, and the new equity or debt securities may have rights, preferences and privileges senior to those of our existing stockholders. If we are unsuccessful in achieving revenues or profitability, and we cannot obtain additional funds on commercially reasonable terms or at all, we may be required to curtail significantly or cease our operations, which could result in the loss of all of your investment in our stock. Our financial statements have been prepared assuming that the Company will continue as a going concern. We have generated losses to date and have limited working capital. These factors raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from this uncertainty. The report of our independent registered public accounting firm included an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern in their audit report included herein. If we cannot generate the required revenues and gross margin to achieve profitability or obtain additional capital on acceptable terms, we will need to substantially revise our business plan or cease operations and an investor could suffer the loss of a significant portion or all of his investment in our Company. As we transition from a Company with insignificant revenues to what we hope will be a Company generating substantial revenues, we may not be able to manage our growth effectively, which could adversely affect our operations and financial performance. The ability to manage and operate our business as we execute our growth strategy will require effective planning. Significant rapid growth could strain our internal resources, leading to a lower quality of customer service, reporting problems and delays in meeting important deadlines resulting in loss of market share and other problems that could adversely affect our financial performance. Our efforts to grow could place a significant strain on our personnel, management systems, infrastructure and other resources. If we do not manage our growth effectively, our operations could be adversely affected, resulting in slower growth and a failure to achieve or sustain profitability. We do not expect to pay dividends for the foreseeable future, and we may never pay dividends and, consequently, the only opportunity for investors to achieve a return on their investment is if a trading market develops and investors are able to sell their shares for a profit or if our business is sold at a price that enables investors to recognize a profit. We currently intend to retain any future earnings to support the development and expansion of our business and do not anticipate paying cash dividends for the foreseeable future. Our payment of any future dividends will be at the discretion of our Board of Directors after taking into account various factors, including but not limited to our financial condition, operating results, cash needs, growth plans and the terms of any credit agreements that we may be a party to at the time. In addition, our ability to pay dividends on our common stock may be limited by state law. Accordingly, we cannot assure investors any return on their investment, other than in connection with a sale of their shares or a sale of our business. At the present time there is a limited trading market for our shares. Therefore, holders of our securities may be unable to sell them. We cannot assure investors that an active trading market will develop or that any third party will offer to purchase our business on acceptable terms and at a price that would enable our investors to recognize a profit. Corporate And Other RisksLimitations on director and officer liability and indemnification of our Company's officers and directors by us may discourage stockholders from bringing suit against an officer or director. Our Company's certificate of incorporation and bylaws provide, with certain exceptions as permitted by governing state law, that a director or officer shall not be personally liable to us or our stockholders for breach of fiduciary duty as a director, except for acts or omissions which involve intentional misconduct, fraud or knowing violation of . . . |