DATASIGHT CORP - FORM 10-Q - November 19, 2013

Attached files

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EX-31 - EXHIBIT 31 SECTION 302 CERTIFICATION - DATASIGHT CORP	f10q093013_ex31.htm
EX-32 - EXHIBIT 32 SECTION 906 CERTIFICATION - DATASIGHT CORP	f10q093013_ex32.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

X . QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2013

. TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 00054146

LED LIGHTING COMPANY

(Exact Name of Registrant as Specified in its Charter)


Delaware	27-3566984
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

4000 Bridgeway, Suite 400

Sausalito, California 94965

(Address of principal executive offices) (zip code)

(877) 823-0653

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X . No .

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	.	Accelerated filer	.
Non-accelerated filer	. (Do not check if a smaller reporting company)	Smaller reporting company	X .

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes . No X .

Indicate the number of shares outstanding of each of the issuer's classes of stock, as of the latest practicable date.

Class

Outstanding at

November 9, 2013

Common Stock, par value $0.0001

5,900,000

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements, which reflect our views with respect to future events and financial performance. These forward-looking statements are subject to certain uncertainties and other factors that could cause actual results to differ materially from such statements. These forward-looking statements are identified by, among other things, the words "anticipates", "believes", "estimates", "expects", "plans", "projects", "targets" and similar expressions. Statements in this report concerning the following are forward looking statements:

future financial and operating results;

our ability to fund operations and business plans, and the timing of any funding or corporate development

transactions we may pursue;

the ability of our suppliers to provide products or services in the future of an acceptable quality on a timely and cost-

effective basis;

expectations concerning market acceptance of our products;

current and future economic and political conditions;

overall industry and market trends;

management’s goals and plans for future operations; and

other assumptions described in this report underlying or relating to any forward-looking statements.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. Except to the extent required by applicable securities laws, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Important factors that may cause actual results to differ from those projected include the risk factors specified below.

USE OF DEFINED TERMS

Except where the context otherwise requires and for the purposes of this report only:

"we," "us," "our" and "Company" refer to the business of LED Lighting Company;

"Exchange Act" refers to the United States Securities Exchange Act of 1934, as amended;

"SEC" refers to the United States Securities and Exchange Commission;

"Securities Act" refers to the United States Securities Act of 1933, as amended;

"U.S. dollars," "dollars" and "$" refer to the legal currency of the United States.

FINANCIAL STATEMENTS


Condensed balance sheets as of September 30, 2013 (unaudited) and December 31, 2012	4
Condensed statements of operations (unaudited) for the three and nine months ended September 30, 2013 and 2012 and for the period from July 19, 2010 (Inception) to September 30, 2013	5
Condensed statement of changes in stockholders’ deficit (unaudited) for the period from July 19, 2010 (Inception) to September 30, 2013	6
Condensed statements of cash flows (unaudited) for the nine months ended September 30, 2013 and 2012 and for the period from July 19, 2010 (Inception) to September 30, 2013	7
Notes to condensed financial statements (unaudited)	8


LED LIGHTING COMPANY (formerly known as FUN WORLD MEDIA, INC.) (A Development Stage Company) CONDENSED BALANCE SHEETS

				September 30,		December 31,
				2013		2012
ASSETS				(unaudited)
Current Assets
	Cash held in escrow		$	22,411	$	-

		TOTAL ASSETS	$	22,411	$	-

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
	Accrued liabilities			116,811		10,190
		Total Liabilities		116,811		10,190

Stockholders' Deficit
	Preferred stock, $0.0001 par value, 20,000,000 shares authorized; no shares issued and outstanding			-		-
	Common stock, $0.0001 par value, 100,000,000 shares authorized; 4,400,000 and 20,000,000 shares issued and outstanding as of September 30, 2013 and December 31, 2012, respectively			440		2,000
	Additional paid-in capital			345,357		13,630
	Deficit accumulated during the development stage			(440,197)		(25,820)

		Total Stockholders' Deficit		(94,400)		(10,190)

		TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	22,411	$	-


The accompanying notes are an integral part of these unaudited condensed financial statements.


LED LIGHTING COMPANY
(formerly known as FUN WORLD MEDIA, INC.)
(A Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS
(unaudited)

				For the three months ended September 30, 2013		For the three months ended September 30, 2012		For the nine months ended September 30, 2013		For the nine months ended September 30, 2012			For the period from July 19, 2010 (inception) to September 30, 2013
Revenue		$		-	$	-	$	-	$	-		$	-
Cost of revenue				-		-		-		-			-
	Gross profit			-		-		-		-			-
Operating expenses				120,167		3,710		414,377		17,300			440,197
Loss before tax expense				(120,167)		(3,710)		(414,377)		(17,300)			(440,197)
Provision for income tax				-		-		-		-			-
Net loss		$		(120,167)	$	(3,710)	$	(414,377)	$	(17,300)		$	(440,197)

Loss per share - basic and diluted		$		(0.03)	$	(0.00)	$	(0.03)	$	(0.00)
Weighted average shares - basic and diluted
			4,400,000			20,000,000		12,857,143			20,000,000


The accompanying notes are an integral part of these unaudited condensed financial statements.


LED LIGHTING COMPANY
(formerly known as FUN WORLD MEDIA, INC.)
(A Development Stage Company)
	CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT

								Deficit
								Accumulated
		Common Stock				Additional		During the		Total
		Shares		Amount		Paid-in Capital		Development Stage		Stockholders' Deficit
	Balance, July 19, 2010 (inception)	-	$	-	$	-	$	-	$	-
	Shares issued for cash	20,000,000		2,000		-		-		2,000
	Expenses paid by stockholders	-		-		1,250		-		1,250
	Net loss	-		-		-		(1,250)		(1,250)
	Balance, December 31, 2010	20,000,000	$	2,000	$	1,250	$	(1,250)	$	2,000
	Stock redemption	(19,500,000)		(1,950)		-		-		(1,950)
	Shares issued for cash	19,500,000		1,950		-		-		1,950
	Expenses paid by stockholders	-		-		2,500		-		2,500
	Net loss	-		-		-		(2,900)		(2,900)
	Balance, December 31, 2011	20,000,000	$	2,000	$	3,750	$	(4,150)	$	1,600
	Additional Paid-in Capital	-		-		9,880		-		9,880
	Net loss	-		-		-		(21,670)		(21,670)
	Balance, December 31, 2012	20,000,000	$	2,000	$	13,630	$	(25,820)	$	(10,190)
	Shares issued for cash	2,800,000		280		279,720		-		280,000
	Shares issued for services	250,000		25		24,975		-		25,000
	Shares issued for debt settlement	250,000		25		24,975		-		25,000
	Share Cancellation	(18,900,000)		(1,890)		1,890		-		-
	Stock based compensation	-		-		167		-		167
	Net loss	-		-		-		(414,377)		(414,377)
	Balance, September 30, 2013 (unaudited)	4,400,000	$	440	$	345,357	$	(440,197)	$	(94,400)


	The accompanying notes are an integral part of these unaudited condensed financial statements


LED LIGHTING COMPANY (formerly known as FUN WORLD MEDIA, INC.) (A Development Stage Company) CONDENSED STATEMENTS OF CASH FLOWS (unaudited)

				For the nine months ended September 30, 2013		For the nine months ended September 30, 2012		For the period from July 19, 2010 (inception) to September 30, 2013
OPERATING ACTIVITIES:
	Net loss		$	(414,377)	$	(17,300)	$	(440,197)
	Adjustments to reconcile net loss to net cash
		used by operating activities
		Common stock issued for services		25,000		-		25,000
		Common stock issued for debt settlement		25,000		-		25,000
		Stock based compensation		167		-		167
	Changes in operating assets and liabilities
		Cash held in escrow		(22,411)		-		(22,411)
		Accrued liabilities		106,621		7,020		116,811
		Net cash used in operating activities		(280,000)		(10,280)		(295,630)


FINANCING ACTIVITIES:
	Proceeds from the issuance of common stock			280,000		-		280,000
	Stockholder contribution			-		8,280		15,630
		Net cash provided by financing activities		280,000		8,280		295,630

	Net decrease in cash			-		(2,000)		-

	Cash, beginning of period			-		2,000		-

	Cash, end of period		$	-	$	-	$	-


The accompanying notes are an integral part of these unaudited condensed financial statements

LED LIGHTING COMPANY

(formerly known as FUN WORLD MEDIA, INC.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(unaudited)

NOTE 1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS

LED LIGHTING COMPANY ("the Company"), formerly known as Fun Media World, Inc., was incorporated under the name of Pinewood Acquisition Corporation under the laws of the State of Delaware on July 19, 2010 and was originally formed to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions.

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).

BASIS OF PRESENTATION

The accompanying unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) for interim financial information. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. The unaudited accompanying financial statements include all adjustments, composed of normal recurring adjustments, considered necessary by management to fairly state our results of operations, financial position and cash flows. The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. These unaudited financial statements should be read in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2012 (2012 Form 10-K) as filed with the SEC.

DEVELOPMENT STAGE COMPANY

The Company is considered a development stage company, with limited operating revenues during the periods presented, as defined by FASB Accounting Standards Codification ASC 915. ASC 915 requires companies to report their operations, shareholders deficit and cash flows since inception through the date that revenues are generated from management’s intended operations, among other things. Management has defined inception as July 19, 2010. Since inception, the Company has incurred an operating loss of $440,197. The Company’s working capital has been generated through the sales of common stock and officer loans. Management has provided financial data since July 19, 2010 in the financial statements, as a means to provide readers of the Company’s financial information to make informed investment decisions.

USE OF ESTIMATES

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

CONCENTRATION OF RISK

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of September 30, 2013 and December 31, 2012.

INCOME TAXES

Under ASC 740, "Income Taxes", deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of September 30, 2013 and December 31, 2012 there were no deferred taxes.

LOSS PER COMMON SHARE

Basic loss per common shares excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of September 30, 2013 and December 31, 2012 there were no outstanding dilutive securities.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 inputs are unobservable inputs for the asset or liability. The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety.

The carrying amounts of financial assets and liabilities, such as cash and accrued liabilities, approximate their fair values because of the short maturity of these instruments.

NOTE 2 - GOING CONCERN

The Company has sustained operating losses and an accumulated deficit of $440,197 since inception of the Company on July 19, 2010 through September 30, 2013. The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and/or obtain additional financing from its stockholders and/or other third parties.

These unaudited condensed financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year. The continuation of the Company as a going concern is dependent upon financial support from its stockholders, the ability of the Company to obtain necessary equity financing to continue operations, successfully locating and negotiate with a business entity for the combination of that target company with the Company.

The management of the Company plans to use their personal funds or seek equity or debt financing to pay all expenses incurred by the Company in 2013. 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.

NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS

Effective January 2013, we adopted FASB ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (ASU 2011-11). The amendments in ASU 2011-11 require the disclosure of information on offsetting and related arrangements for financial and derivative instruments to enable users of its financial statements to understand the effect of those arrangements on its financial position. Amendments under ASU 2011-11 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after January 1, 2013. The adoption of this update did not have a material impact on the financial statements.

Not Adopted

In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. We are evaluating the effect, if any, adoption of ASU No. 2013-07 will have on our financial statements.

In July 2013, the FASB issued ASU No. 2013-11, Income Taxes (Top 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The objective of ASU No. 2013-11 is to provide guidance on the financial statement presentation of an unrecognized tax benefit when a net loss carryforward, similar tax loss, or tax credit carryforward exists. The amendments in this standard is effective for all entities that have unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists for fiscal years, and interim periods beginning after December 15, 2013. We are evaluating the effect, if any, adoption of ASU No. 2013-11 will have on our (consolidated) financial statements.

NOTE 4 CASH HELD IN ESCROW

As of September 30, 2013, the Company did not have a corporate cash account. In order to execute the May 28, 2013 common stock offering and facilitate the Company’s operations, the Company’s Chief Executive Officer utilized his own bank account to facilitate receiving the proceeds from the offering and disbursing funds for the use of proceeds on behalf of the Company. Gross offering proceeds of $280,000 and disbursements of $257,589 resulted in a net amount of $22,411; which is reflected as “Cash held in escrow” in the accompanying condensed balance sheet as of September 30, 2013.

NOTE 5 STOCKHOLDERS' DEFICIT

The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. As of September 30, 2013, there are 4,400,000 shares of common stock issued and outstanding and none of preferred stock.

On July 19, 2010, the Company issued 20,000,000 common shares to its sole director and officer for $2,000 in cash.

On May 27, 2011, the Company redeemed from its then two shareholders an aggregate of 19,500,000 of its 20,000,000 shares of outstanding stock at a redemption price of $0.0001 per share for an aggregate redemption price of $1,950.

On June 1, 2011, the Company issued 19,500,000 shares of common stock to new unrelated third party investors in order to evoke a change in ownership.

On March 2, 2012, Mr. Yanshi (Steven) Chen, the owner of 17,000,000 shares of the Company’s common stock, and DEP Group (a BVI corporation), the owner of 2,500,000 shares of the Company's common stock, transferred all such shares aggregating 19,500,000 shares of the outstanding 20,000,000 shares (97.5%) of the Company's common stock to Joseph Merhi for an aggregate purchase price of $95,000.

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.

Effective May 28, 2013, the Company entered into subscription agreements with 11 accredited investors pursuant to which the Company agreed to issue a total of 2,800,000 shares of common stock at $.10 per share, and three-year warrants to purchase up to 2,800,000 shares of common stock at $1.00 per share, in exchange for cash proceeds totaling $280,000. On May 28, 2013, the Company entered into subscription agreement with its outside legal counsel pursuant to which the Company agreed to issue a total of 250,000 shares of common stock at $.10 per share, and three-year warrants to purchase up to 250,000 shares of common stock at $1.00 per share, to settle legal service expenses amounted to $25,000. The Company also entered subscription agreement with an accredited investor pursuant to which the Company issued a total of 250,000 shares of common stock at $.10 per share, and three-year warrants to purchase up to 250,000 shares of common stock at $1.00 per share, to settle expenses that investor paid on behalf of the Company.

NOTE 6 STOCK BASED COMPENSATION

Generally, all forms of share-based payments, including stock option grants, restricted stock grants and stock appreciation rights are measured at their fair value on the awards’ grant date, based on the estimated number of awards that are ultimately expected to vest. Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expenses resulting from share-based payments are recorded in operating expenses in the statement of operations.

Stock Options

On May 28, 2013, the Company’s board of directors and stockholders approved the adoption of the LED Lighting Company 2013 Equity Incentive Plan (the “2013 Plan”). The 2013 Plan is intended to aid the Company in recruiting and retaining key employees, directors or consultants and to motivate them by providing incentives through the granting of awards of stock options or other stock based awards. The 2013 Plan is administered by the board of directors. Directors, officers, employees and consultants of the Company and its affiliates are eligible to participate under the 2013 Plan. A total of 1,500,000 shares of common stock have been reserved for awards under the 2013 Plan. There were no stock options issued or outstanding as of September 30, 2013 and December 31, 2012.

Warrants

On May 28, 2013 and in connection with the subscription agreement mentioned above, the Company issued three-year warrants to purchase up to 3,330,000 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 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 103%, and an expected life of 1 year. The aggregate fair value of the warrants is $4,406.

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. 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 have an aggregate fair value of $668. The Company recorded stock based compensation of $167 during the quarter ended September 30, 2013 related to these warrants.

A summary of warrant activity is as follows:

Weighted-

Average

Remaining

Aggregate

Exercise

Contractual

Intrinsic

Options

Price

Life (Years)

Value

Outstanding at December 31, 2012

−

Granted

3,800,000

1.00

2.67

−

Exercised

−

Forfeited or expired

−

Outstanding at September 30, 2013

3,800,000

1.00

2.67

−

Exercisable at September 30, 2013

3,425,000

1.00

2.67

−

NOTE 7 COMMITMENTS

On May 28, 2013, the Company entered into a Consulting Agreement with George Mainas pursuant to which the Company agreed to pay $140,000 in exchange for certain consulting services to the Company. The related compensation expense was included in operating expenses in the accompanying condensed financial statements for the nine months ended September 30, 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.

NOTE 8 SUBSEQUENT EVENTS

Effective as of October 12, 2013, the Company entered into an Agreement and amendment (the “Agreement”) with Goeken Group Corp. and its wholly-owned subsidiary, PolyBrite, pursuant to which the Company and PolyBrite agreed to work together to secure funding for PolyBrite, retain the management consulting services of the Catalyst Acquisition Group LLC, and complete a transaction in which PolyBrite will become a publicly traded company through an acquisition with the Company. The Company and PolyBrite anticipate the completion of the acquisition transaction will occur on or before March 31, 2014. However, the completion of the transactions described in the Agreement are subject to numerous conditions, many of which are outside of the control of the Company, and the Company cannot provide any assurances that the acquisition transaction will be completed on or before March 31, 2014, or at all. PolyBrite is an innovative global lighting technology company that develops state of the art LED lighting systems. PolyBrite’s proprietary technology is intended to bring the energy, environmental and economic advantages of LED technology to the marketplace. PolyBrite engineers and manufactures solid-state lighting products, creating lamps and lighting systems under its Borealis Lighting brand, lighted/safety pet products under PolyBrite Lighted Pet Products brand and industrial/commercial safety products under PolyBrite Lighted Safety Products brand. Additional information regarding PolyBrite may be found on their company website at www.polybrite.com.

Effective October 17, 2013, LED Lighting Company entered into an Employment Agreement with Kevin Kearney, its Chief Executive Officer, Chief Financial Officer, President and Secretary. The Employment Agreement provides for a term of one year; annual compensation of $120,000.

Effective October 17, 2013, the Company entered into an amendment to its Consulting Agreement with George Mainas providing for additional consulting services from George Mainas in consideration for a monthly consulting fee of $10,000.

Effective October 17, 2013, the Company issued 500,000 shares of Company common stock to each of Kevin Kearney, George Mainas and Steven J. Davis, the Company’s legal counsel, in consideration for services provided to the Company without payment of cash compensation, and for their efforts in negotiating and securing the agreement with Goeken Group Corp. and PolyBrite International, Inc. 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 was an isolated private transaction by us which did not involve a public offering; (b) there were only a limited number of recipients; (c) there were no subsequent or contemporaneous public offerings of the securities by the Company; (d) the securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the securities took place directly between the individuals and the Company; and (f) the recipients of the shares were all accredited investors.

Effective October 17, 2013, the Company issued 100,000 options to purchase Common Stock under its 2013 Equity Incentive Plan to each of three consultants in consideration for services provided to the Company. The options have an exercise price of $1.00 per share and may be exercised for a period of two years from the date of issuance. The issuance of the options were made in reliance on the exemption provided by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) for the offer and sale of securities not involving a public offering, and Regulation D promulgated under the Securities Act. The 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 were only a limited number of recipients; (c) there were no subsequent or contemporaneous public offerings of the securities by the Company; (d) the securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the securities took place directly between the individuals and the Company; and (f) the recipients of the options were all accredited investors.

Effective November 7, 2013, the Company entered into two Secured Convertible Promissory Notes with two investors in the aggregate amount of $15,000. The notes accrue interest at 10% per annum and are due and payable in one year. The note holders may convert all principal and interest outstanding under the notes into shares of Company common stock at the conversion price of $0.10 per share, and receive an equal number of warrants to purchase shares of Company common stock at a $1.00 exercise price for a term of 3 years, with cashless exercise.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the information contained in the financial statements of the Company and the notes which form an integral part of the financial statements which are attached hereto. The financial statements mentioned above have been prepared in conformity with accounting principles generally accepted in the United States of America and are stated in United States dollars.

LED Lighting Company (formerly Fun World Media, Inc.) ("LED Company" or the "Company") was incorporated as Pinewood Acquisition Corporation ("Pinewood") on July 19, 2010 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. On May 24, 2011, the Company amended its certificate of incorporation to change its name to De Yang International Group Ltd. and on March 2, 2012, the Company amended its certificate of incorporation to change its name to Fun World Media, Inc. On May 30, 2013, the Company amended its certificate of incorporation to change its name to LED Lighting Company.

On October 7, 2010, the Company registered its common stock on a Form 10 registration statement filed pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 12(g) thereof. The Company files with the Securities and Exchange Commission periodic and current reports under Rule 13(a) of the Exchange Act, including quarterly reports on Form 10-Q and annual reports Form 10-K.

Overview of Business and Results of Operations

The LED Lighting Company plans to supply LED light bulbs and light fixtures to the commercial, industrial and consumer/retail markets. To that end, the Company has entered into a Non-Exclusive Distributor Agreement and Sales Representative Agreement with Polybrite International, Inc. (“Polybrite”) to distribute and sell their products. All of their 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).

The Company had no revenues through the nine months ending September 30, 2013. The Company has sustained operating losses since inception of the Company on July 19, 2010. The Company had a net loss of ($414,377) through the nine months ending September 30, 2013.

Liquidity and Capital Resources

As of September 30, 2013, we had cash in escrow of $22,411 and a working capital deficit of $94,400. For the nine months ended September 30, 2013, net cash used in operations was $280,000.

To date, we have financed our operations through funding by our stockholders and the issuance of common stock and securities convertible into common stock. We will need to secure additional financing to reach profitability. However, we cannot provide any assurances that we will be able to raise additional funds to meet our cash needs or that we can achieve profitability. The failure to secure any financing will severely curtail our plans for future growth or in more severe scenarios the continued operations of our Company. Based on our need to raise additional funds to implement our business plans for the next twelve months, we have included a discussion concerning the presentation of our financial statements on a going concern basis in the notes to our financial statements and our independent public accountants have included a similar discussion in their opinion on our financial statements through December 31, 2012.

Recent Company Developments

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.

Information not required to be filed by Smaller reporting companies.

ITEM 4. Controls and Procedures.

Disclosures and Procedures

Pursuant to Rules adopted by the Securities and Exchange Commission, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rules. This evaluation was done as of the end of the period covered by this report under the supervision and with the participation of the Company's principal executive officer (who is also the principal financial officer).

Based upon that evaluation, he believes that the Company's disclosure controls and procedures are effective in gathering, analyzing and disclosing information needed to ensure that the information required to be disclosed by the Company in its periodic reports is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

This Quarterly Report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. As an emerging growth company, Management's report was not subject to attestation by the Company's registered public accounting firm.

Changes in Internal Controls

There was no change in the Company's internal control over financial reporting that was identified in connection with such evaluation that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II -- OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

There are no legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it.

ITEM 1A.

RISK FACTORS

The “Risk Factors” contained in “ITEM 5.06 CHANGE IN SHELL COMPANY STATUS/Form 10/Item 1A. Risk Factors” in our Current Report on Form 8-K filed with the SEC on June 4, 2013 (the “Super 8-K) are hereby incorporated by reference herein. Readers are encouraged to read the Super 8-K including those risk factors.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None, other than previously reported in Reports on Form 8-K.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

MINE SAFETY DISCLOSURES

None.

ITEM 5.

OTHER INFORMATION

Effective November 7, 2013, the Company entered into two Secured Convertible Promissory Notes with two investors in the aggregate amount of $15,000. The notes accrue interest at 10% per annum and are due and payable in one year. The note holders may convert all principal and interest outstanding under the notes into shares of Company common stock at the conversion price of $.10 per share, and receive an equal number of warrants to purchase shares of Company common stock at a $1.00 exercise price for a term of 3 years, with cashless exercise. The notes are secured by the assets of the Company.

ITEM 6.

EXHIBITS

(a) Exhibits

31 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

LED LIGHTING COMPANY

Dated: November 19, 2013

By: /s/ Kevin Kearney

President and Chief Financial Officer

DATASIGHT CORP - FORM 10-Q - November 19, 2013

Attached files

DATASIGHT CORP Reports