0001078782-13-002446.txt : 20131216 0001078782-13-002446.hdr.sgml : 20131216 20131216121259 ACCESSION NUMBER: 0001078782-13-002446 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20131210 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20131216 DATE AS OF CHANGE: 20131216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LED Lighting Co CENTRAL INDEX KEY: 0001502659 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 273566984 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54146 FILM NUMBER: 131278296 BUSINESS ADDRESS: STREET 1: 4000 BRIDGEWAY STREET 2: SUITE 400 CITY: SAUSALITO STATE: CA ZIP: 94965 BUSINESS PHONE: (877) 823-0653 MAIL ADDRESS: STREET 1: 4000 BRIDGEWAY STREET 2: SUITE 400 CITY: SAUSALITO STATE: CA ZIP: 94965 FORMER COMPANY: FORMER CONFORMED NAME: LED LIGHTING Co DATE OF NAME CHANGE: 20130604 FORMER COMPANY: FORMER CONFORMED NAME: Fun World Media, Inc. DATE OF NAME CHANGE: 20120314 FORMER COMPANY: FORMER CONFORMED NAME: De Yang International Group Ltd DATE OF NAME CHANGE: 20110601 8-K 1 f8k121313_8k.htm FORM 8-K CURRENT REPORT FORM 8-K Current Report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



Form 8-K



CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



Date of Report (Date of earliest event reported): December 10, 2013



LED LIGHTING COMPANY

(Exact name of registrant as specified in its charter)



DELAWARE

 

000-54146

 

27-3566984

(State or other jurisdiction of

incorporation or organization)

 

Commission file number

 

(IRS Employer

Identification No.)



4000 Bridgeway, Suite 400

Sausalito, California 94965

(Address of principal executive offices)



(877) 823-0653

(Registrant’s telephone number)





Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


      . Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


      . Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


      . Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


      . Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 1.01

Entry Into a Material Definitive Agreement.


Effective December 10, 2013, the LED Lighting Company (the “Company”) entered into a Consulting Agreement with J. Thomas Hannan providing for certain consulting services from him in consideration for a monthly consulting fee of five thousand dollars and the issuance of five hundred thousand shares of Company common stock. The foregoing is only a brief description of the material terms of the amendment, and does not purport to be a complete description of the rights and obligations of the parties thereunder and such descriptions are qualified in their entirety by reference to the amendment which is filed as an exhibit to this Current Report.


Item 3.02

Unregistered Sales of Registered Securities


Effective December 10, 2013, the Company issued five hundred thousand shares of Company common stock to J. Thomas Hannan in connection with the consulting agreement described above in Item 1.01 and in consideration of services previously provided by him to the Company.  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 individual and the Company; and (f) the recipient of the shares was an accredited investor.


Item 9.01

Financial Statements and Exhibits


(d) Exhibits


No.

  

Description

 

 

10.11

 

Consulting Agreement dated December 9, 2013 with J. Thomas Hannan





SIGNATURE


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:  December 16, 2013

 

 

 

By:

 

/s/  Kevin Kearney

 

 

 

 

 

 

 

 

Kevin Kearney

Chief Executive Officer




 EX-10.11 2 f8k121313_ex10z11.htm EXHIBIT 10.11 CONSULTING AGREEMENT Exhibit 10.11 Consulting Agreement

Exhibit 10.11



LED LIGHTING COMPANY

4000 Bridgeway, Suite 400

Sausalito, California 94965


December 9, 2013


J Thomas Hannan

1894 East William St., Ste. 4-332

Carson City, NV 89701


Re:

Agreement For Consulting Services


Dear Tom:


This letter Agreement (“Agreement”) sets forth the terms upon which J Thomas Hannan (“Consultant”) and LED Lighting Company (the “Company”) have agreed that Consultant shall provide business-consulting services to the Company.


1.  

Services  Consultant is an experienced investor, business advisor and entrepreneur who shall provide services in those areas to the Company.  Consultant is also an attorney at law admitted to practice in the State of California and “of Counsel” to the law firm of Bartko, Zankel, Bunzel & Miller (“Bartko”).  The Company has been informed that Bartko is unable to provide legal services to it because of a conflict of interest with a client.  Consultant has fully explained the nature of this conflict, and the Company, after due deliberation, has decided that it shall neither seek legal advice nor rely upon any advice provided by Consultant as legal advice.  The services to be provided are those described in Exhibit A hereto (“Services”).  In the event the Company desires in the future to retain Consultant as a legal advisor, and if at that time the afore-described conflict no longer exists, separate arrangements for any such legal services shall be made on mutually agreeable terms.


2.

Monthly Compensation.  Commencing as of November 1, 2013, the Company agrees to pay Consultant a monthly fee in the amount of five thousand dollars ($5,000.00) during the term of the Agreement.


3.

Equity Compensation.  The Company also agrees to provide additional compensation to Consultant by issuing Consultant 500,000 shares of Company common stock. Consultant acknowledges and agrees that the shares of Common Stock to be issued hereunder are characterized as “restricted securities” under the Securities Act of 1933 (as amended and together with the rules and regulations promulgated there under, “Securities Act”) and that, under the Securities Act and applicable regulations there under, such securities may not be resold, pledged or otherwise transferred without registration under the Securities Act or an exemption there from.  Additionally, Consultant contractually agrees he may not sell or transfer such shares until they are eligible to be transferred or sold under the Rule 144 holding period.  Consultant acknowledges and agrees that () the shares of Common Stock are being issued in a transaction not involving any public offering in the United States within the meaning of the Securities Act, and the shares of Common Stock have not yet been registered under the Securities Act, () such shares of Common Stock may be offered, resold, pledged or otherwise transferred only in a transaction registered under the Securities Act, or meeting the requirements of Rule 144, or in accordance with another exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel if the Company so requests) and in accordance with any applicable securities laws of any State of the United States or any other applicable jurisdiction, and  (iii) the shares of Common Stock shall bear a legend indicating their restricted nature.



J Thomas Hannan

December 9, 2013

Page 1



4.  

Term of Agreement.  This Agreement shall continue in effect until such time as terminated by either of the parties upon thirty (30) days written notice.


5.

Execution and Delivery.  This Agreement may be executed in paper form and in counterparts, but delivered by electronic transmission.  All counterparts taken together shall constitute a single agreement.  


Please acknowledge your agreement to these terms by signing below and returning a copy of this Agreement to me.  Thank you.



Sincerely,


/s/ Kevin Kearney

Kevin Kearney, CEO


Acknowledged and Agreed:


/s/ J. Thomas Hannan

J Thomas Hannan




J Thomas Hannan

December 9, 2013

Page 2