10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Amendment No. 1

(Mark One)

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

For the quarterly period ended June 30, 2014

OR

 .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.)

737 Southpoint Blvd., Suite E, Petaluma, California 94954

(Address of principal executive offices) (zip code)

	(415) 526-3193
(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 August 11, 2014
Common Stock, par value $0.0001	8,408,629

EXPLANATORY NOTE

The purpose of this Amendment No. 1 to the Quarterly Report of LED Lighting Company (the “Company”) on Form 10-Q for the period ended June 30, 2014, filed with the Securities and Exchange Commission on August 19, 2014 (the “Form 10-Q”), is to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T.  Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).

Other than the aforementioned, no other changes have been made to the Form 10-Q.  This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

2

PART II -- OTHER INFORMATION

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

101**

XBRL (eXtensible Business Reporting Language)

* Incorporated by reference to the Company’s Form 10-Q filed with the SEC on August 19, 2014.

** Filed herewith

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:  August 25, 2014

By:  /s/ Kevin Kearney

President and Chief Financial Officer

3

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CAPITAL STOCK TRANSACTIONS (Details) (USD $)	Jun. 30, 2014	May 28, 2013	Mar. 02, 2012	Jun. 01, 2011	May 27, 2011	Jul. 19, 2010
CAPITAL STOCK TRANSACTIONS:
Authorized to issue shares of preferred stock	20,000,000
Authorized to issue shares of common stock	100,000,000
Issued common shares						20,000,000
Issued common shares in cash						$ 2,000
Redeemed from two shareholders an aggregate					19,500,000
Stock at a redemption price per share					$ 0.00
Aggregate redemption price					1,950
Transferred shares aggregating			19,500,000	19,500,000
Stockholders agreed to collectively cancel issued and outstanding shares		18,900,000
Shares issued and outstanding	7,113,333	1,100,000
Company agreed to issue a total of shares of common stock		2,800,000
exchange for cash proceeds totaling		280,000
Settle legal service expenses amounted		25,000
Warrants to purchase up to shares of common stock		250,000
Exchange for cash proceeds totaling		280,000
Shares of common stock per share		$ 1.00
Warrants shares per share		$ 0.10
Mr. Yanshi (Steven) Chen, the owner of shares of the company			17,000,000
DEP Group (a BVI corporation), the owner of shares of the Company's common stock,			2,500,000
Shares of outstanding			20,000,000
Company's common stock to Joseph Merhi for an aggregate purchase price of			$ 95,000
Company issued additional share as bonus payament	40,000
Bonus share price value	$ 0.75

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LOAN RECEIVABLE

6 Months Ended

Jun. 30, 2014

LOAN RECEIVABLE

LOAN RECEIVABLE

NOTE 4 - LOAN RECEIVABLE

Loan receivable amounted to $84,000 as of June 30, 2014 and December 31, 2013, and consists of an advance of $70,000 made to Polybrite and fees of $14,000 earned related to the December 2013 Purchase Order Financing and Distribution Agreement that was entered into with Polybrite.

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Black-Scholes-Merton valuation model (Details) (USD $)	Jun. 30, 2014
Assumptions of valuation model
Risk free interest rates Minimum	0.13%
Risk free interest rates Maximum	0.14%
Dividend yield	0.00%
volatility Minimum	45.00%
volatility Maximum	103.00%
Expexted life	100.00%
The aggregate fair value of the warrants on grant date was	$ 31,541

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Stock option (Details) (USD $)	Jan. 17, 2014	Oct. 17, 2013	May 28, 2013
stock option -2013 plan
A total of shares of common stock have been reserved for awards under the 2013 Plan.			1,500,000
Company issued options to purchase common stock under 2013 Equity incentive plan		100,000
Company issued three-year warrants to purchase up to shares of common stock	363,333		3,330,000
Warrant stock price per share	$ 1.00		$ 1.00

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SUBSEQUENT EVENTS (Details) (USD $)	Jul. 01, 2014
Issuance of share details
Company issued shares to Mr. Molasky in consideration for his services	1,255,295
Mr. Molasky pursuant to which he may purchase up to shares of Company common stock	1,255,595
Mr. Molasky shares per share value	$ 1.00

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RECENT ACCOUNTING PRONOUNCEMENTS

6 Months Ended

Jun. 30, 2014

RECENT ACCOUNTING PRONOUNCEMENTS

RECENT ACCOUNTING PRONOUNCEMENTS

NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS

Adopted

In February 2013, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-04, Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date. The objective of the amendments in this update is to provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date, except for those obligations addressed within existing guidance in U.S. GAAP. The amendment requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and an additional amount the reporting entity expects to pay on behalf of its co-obligors. The entity is required to disclose the nature and amount of the obligation as well as other information about those obligations. The Company adopted this ASU as of January 1, 2014. This adoption did not have an effect on our financial statements.

On July 18, 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit when a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. Topic 740 does not include explicit guidance on the financial statement 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 the amendments in this update is to eliminate that diversity in practice. The Company adopted this ASU as of January 1, 2014. This ASU did not have an effect on our financial statements.

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, which eliminates the concept of a development stage entity (DSE) its entirety from current accounting guidance. We have elected early adoption of this standard, which eliminates the designation of DSEs and the requirement to disclose results of operations and cash flows since inception.

Not Adopted

In April 2014, the FASB issued ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity to reduce diversity in practice for reporting discontinued operations. Under the previous guidance, any component of an entity that was a reportable segment, an operating segment, a reporting unit, a subsidiary, or an asset group was eligible for discontinued operations presentation. The revised guidance only allows disposals of components of an entity that represent a strategic shift (e.g., disposal of a major geographical area, a major line of business, a major equity method investment, or other major parts of an entity) and that have a major effect on a reporting entity’s operations and financial results to be reported as discontinued operations. The revised guidance also requires expanded disclosure in the financial statements for discontinued operations as well as for disposals of significant components of an entity that do not qualify for discontinued operations presentation. The updated guidance is effective for periods beginning after December 15, 2014. The Company currently has operations that are reported as discontinued operations and does not expect the adoption of this guidance to have a material effect on its financial position, results of operations, or cash flows.

We have evaluated the recent accounting pronouncements through ASU 2014-12 and believe that none of them will have a material effect on our financial statements.

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CONDENSED BALANCE SHEETS (USD $)	Jun. 30, 2014	Dec. 31, 2013
Current Assets
Cash	$ 291	$ 194
Prepaid and other current assets	47,096
Loan receivable	84,000	84,000
TOTAL ASSETS	131,387	84,194
Current Liabilities
Accounts Payable & Accrued Expenses	417,912	250,104
Convertible Promissory Notes	15,000	15,000
Note Payable	90,000	70,000
Total Liabilities	522,912	335,104
Stockholders' Deficit
Preferred stock, $0.0001 par value, 20,000,000 shares authorized; no shares issued and outstanding		0
Common stock, $0.0001 par value, 100,000,000 shares authorized; 7,153,333 and 6,450,000 shares issued and outstanding as of June 30, 2014 and December 31, 2013, respectively	715	645
Additional paid-in capital	1,040,583	550,319
Deficit accumulated during the development stage	(1,432,823)	(801,874)
Total Stockholders' Deficit	(391,525)	(250,910)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 131,387	$ 84,194

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NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2014

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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).

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 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 as to when the transactions may be completed, if 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.

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 condensed 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 condensed financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2013 (2013 Form 10-K) as filed with the SEC.

In the quarter ending June 30, 2014, the Company has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the Company to remove the inception to date information and all references to development stage.

USE OF ESTIMATES

The preparation of condensed 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 June 30, 2014 and December 31, 2013.

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.

Due to our history of losses since inception, there is not enough evidence at this time to support that we will generate future income of a sufficient amount and nature to utilize the benefits of its net deferred tax assets. Accordingly, the deferred tax assets have been reduced by a valuation allowance, since it has been determined that it is more likely than not that all of the deferred tax assets will not be realized. Therefore, no federal or state income taxes are expected and none have been recorded as of June 30, 2014. Income taxes have been accounted for using the liability method.

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 June 30, 2014 and December 31, 2013 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.

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Related party agreements (Details) (USD $)	Jun. 30, 2014	Dec. 31, 2013	Oct. 17, 2013
Related party agreements
Employment Agreement with Kevin Kearney, its Chief Executive Officer for an annual compensation			$ 120,000
Accrued compensaton on employment agreement	80,000
Consulting Agreement with George Mainas a stockholder, monthly payment requred			10,000
The Company accrued related to this agreement	90,000
Consulting Agreement with J. Thomas Hannan providing for certain consulting services ,monthly payment requred	$ 40,000	$ 40,000

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Notes Payable (Details) (USD $)	Apr. 30, 2014	Dec. 31, 2013
Notes payable details
Company issued an unsecured and non-interest bearing note payable for an amount of	$ 20,000	$ 70,000

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GOING CONCERN

6 Months Ended

Jun. 30, 2014

GOING CONCERN

GOING CONCERN

NOTE 2 - GOING CONCERN

The Company has sustained operating losses and an accumulated deficit of $1,432,823 since inception of the Company on July 19, 2010 through June 30, 2014. 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 2014. 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.

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CONDENSED BALANCE SHEETS PARENTHETICALS (USD $)	Jun. 30, 2014	Dec. 31, 2013
Balance Sheets Parentheticals
Preferred Stock par value	$ 0.0001	$ 0.0001
Preferred Stock Shares authorized	20,000,000	20,000,000
Common Stock Par Value	$ 0.0001	$ 0.0001
Common Stock Shares authorized	100,000,000	100,000,000
Common Stock Shares issued	7,153,333	6,450,000
Common Stock Shares outstanding	7,153,333	6,450,000

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Accounts payable and accrued expenses (TABLE)

6 Months Ended

Jun. 30, 2014

Accounts payable and accrued expenses (TABLE):

Accounts payable and accrued expenses (TABLE)

Accounts payable and accrued expenses consist of the following as of June 30, 2014 and December 31, 2013:

	June 30, 2014		December 31, 2013
Accounts payable	$	193,913	$	126,104
Payroll related liabilities		210,000		110,000
Other current liabilities		14,000		14,000
	$	417,913	$	250,104

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Document and Entity Information	6 Months Ended
	Jun. 30, 2014	Aug. 11, 2014
Document and Entity Information:
Entity Registrant Name	LED Lighting Co
Document Type	10-Q
Document Period End Date	Jun. 30, 2014
Amendment Flag	false
Entity Central Index Key	0001502659
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		8,408,629
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q2

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A summary of warrant activity is as follows:(TABLE)

6 Months Ended

Jun. 30, 2014

A summary of warrant activity is as follows:(TABLE):

A summary of warrant activity is as follows:(TABLE)

A summary of warrant activity is as follows:

		Weighted-		Average
		Average		Remaining	Aggregate
		Exercise		Contractual	Intrinsic
	Options	Price		Life (Years)	Value
Outstanding at December 31, 2013	3,850,000	$	1.00	2.42	$	-
Granted	363,333		1.00	1.99		-
Exercised	-		-	-		-
Forfeited or expired	-		-	-		-
Outstanding at June 30, 2014	4,213,333	$	1.00	1.99	$	-
Exercisable at June 30, 2014	4,213,333	$	1.00	1.99	$	-

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CONDENSED STATEMENTS OF OPERATIONS (unaudited) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Revenue				$ 0
Cost of revenue				0
Gross profit				0
Stock based compensation	30,167		255,334
Consulting expense	75,000	188,833	175,000	188,833
Operating expenses	116,194	94,506	204,328	105,377
Loss before other income	(221,361)	(283,339)	(634,662)	(294,210)
Other income	3,713		3,713
Total Other Income	3,713		3,713
Loss before income taxes	(217,648)	(283,339)	(630,949)	(294,210)
Income tax expense				0
Net loss	$ (217,648)	$ (283,339)	$ (630,949)	$ (294,210)
Loss per share - basic and diluted	$ (0.03)	$ (0.02)	$ (0.09)	$ (0.02)
Weighted average shares - basic and diluted	7,338,444	14,342,857	6,894,222	17,155,801

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NOTE PAYABLE

6 Months Ended

Jun. 30, 2014

NOTE PAYABLE:

NOTE PAYABLE

NOTE 7 - NOTE PAYABLE

In December 2013, the Company issued an unsecured and non-interest bearing note payable for an amount of $70,000. The note payable is due on demand.

In April 2014, the Company issued an unsecured and non-interest bearing note payable for an amount of $20,000. The note payable is due on demand.

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CONVERTIBLE PROMISSORY NOTES

6 Months Ended

Jun. 30, 2014

CONVERTIBLE PROMISSORY NOTES:

CONVERTIBLE PROMISSORY NOTES

NOTE 6 - CONVERTIBLE PROMISSORY NOTES

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, upon conversion, 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 provision.

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Secured Convertible Promissory Notes (Details) (USD $)	Nov. 07, 2013
Secured Convertible Promissory Notes
Secured Convertible Promissory Notes with two investors in the aggregate amount	$ 15,000
The notes accrue interest per annum at a rate	10.00%
Conversion price per share	$ 0.10
Exercise price per share	$ 1.00

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GOING CONCERN (Details) (USD $)	Jun. 30, 2014
GOING CONCERN DETAILS
Operating losses and an accumulated deficit	$ 1,432,823

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SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2014

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 10 - SUBSEQUENT EVENTS

Effective July 1, 2014, the Company entered into a consulting agreement with Andrew Molasky 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.

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STOCKHOLDERS' DEFICIT

6 Months Ended

Jun. 30, 2014

STOCKHOLDERS' DEFICIT

STOCKHOLDERS' DEFICIT

NOTE 8 - 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 June 30, 2014, there are 7,153,333 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.

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 $0.10 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 $0.10 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.

During the period from May 28, 2013 to December 31, 2013, the Company entered into subscription agreements with 13 accredited investors pursuant to which the Company agreed to issue a total of 2,850,000 shares of common stock at $0.10 per share, and three-year warrants to purchase up to 2,850,000 shares of common stock at $1.00 per share, in exchange for cash proceeds totaling $285,000.

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.

On December 10, 2013, 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 $5,000 dollars and the issuance of 500,000 shares of Company common stock.

Between January 17, 2014 and June 30, 2014 the Company agreed to issue to 6 accredited investors a total of 363,333 shares of Common Stock and 363,333 warrants to purchase shares of Common Stock at an exercise price of $1.00 with a 3 year term, resulting in proceeds to the Company of $235,000.

On March 17, 2014, the Company entered into a consulting agreement with Gary Rockis for certain sales and business related consulting services in consideration for the issuance of 300,000 shares of Company common stock. The shares were valued using the price per share used in the most recent equity sale transaction of $0.75.

On June 12, 2014, and in connection with Gary Rockis consulting agreement mentioned above, the Company issued additional 40,000 shares of Company common stock as a bonus payment. The shares were valued using the price per share used in the most recent equity sale transaction of $0.75.

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STOCK BASED COMPENSATION

6 Months Ended

Jun. 30, 2014

STOCK BASED COMPENSATION

STOCK BASED COMPENSATION

NOTE 9 - 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.

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.

There were no stock options granted during the six month ended June 30, 2014. For the year ended December 31, 2013, the fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model that uses the following assumptions: expected volatility 45%, expected term of 1 year and risk free rate of 0.13%. Expected volatilities are based on historical volatilities of the comparable publicly traded companies. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The expected term of options granted is derived from estimates and represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The estimated fair value of options granted in 2013 was $0.

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.

During the period from January 17 to June 30, 2014 and in connection with the subscription agreement mentioned above, 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 condensed financial statements Additionally, the associated warrants were valued using the Black-Scholes-Merton valuation model with the following assumptions: risk free interest rates of 0.13% - 0.14%, dividend yield of 0%, volatility factors of the expected market price of similar common stock of 45% - 103%, and an expected life of 1 year. The aggregate fair value of the warrants on grant date was $31,541.

A summary of warrant activity is as follows:

		Weighted-		Average
		Average		Remaining	Aggregate
		Exercise		Contractual	Intrinsic
	Options	Price		Life (Years)	Value
Outstanding at December 31, 2013	3,850,000	$	1.00	2.42	$	-
Granted	363,333		1.00	1.99		-
Exercised	-		-	-		-
Forfeited or expired	-		-	-		-
Outstanding at June 30, 2014	4,213,333	$	1.00	1.99	$	-
Exercisable at June 30, 2014	4,213,333	$	1.00	1.99	$	-

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Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2014

ACCOUNTING POLICIES

NATURE OF OPERATIONS

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).

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 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 as to when the transactions may be completed, if 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.

BASIS OF PRESENTATION

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 condensed 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 condensed financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2013 (2013 Form 10-K) as filed with the SEC.

In the quarter ending June 30, 2014, the Company has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the Company to remove the inception to date information and all references to development stage.

USE OF ESTIMATES

USE OF ESTIMATES

The preparation of condensed 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

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 June 30, 2014 and December 31, 2013.

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.

Due to our history of losses since inception, there is not enough evidence at this time to support that we will generate future income of a sufficient amount and nature to utilize the benefits of its net deferred tax assets. Accordingly, the deferred tax assets have been reduced by a valuation allowance, since it has been determined that it is more likely than not that all of the deferred tax assets will not be realized. Therefore, no federal or state income taxes are expected and none have been recorded as of June 30, 2014. Income taxes have been accounted for using the liability method.

LOSS PER COMMON SHARE

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 June 30, 2014 and December 31, 2013 there were no outstanding dilutive securities.

FAIR VALUE OF FINANCIAL INSTRUMENTS

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.

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Accounts payable and accrued expenses consist of the following (Details) (USD $)	Jun. 30, 2014	Dec. 31, 2013
Accounts payable and accrued expenses consist of the following
Accounts payable	$ 193,913	$ 126,104
Payroll related liabilities	210,000	110,000
Other current liabilities	14,000	14,000
Total Accounts payable and accrued expenses	$ 417,913	$ 250,104

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Summary of warrant activity changes during the year (Details)	Options	Weighted-Average Exercise Price	Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Outstanding at Dec. 31, 2013	3,850,000	1.00	2.42	0
Granted	363,333	1.00	1.99	0
Exercised				0
Forfeited or expired				0
Exercisable at Jun. 30, 2014	4,213,333	1.00	1.99	0
Outstanding , at Jun. 30, 2014	4,213,333	1.00	1.99	0

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CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) (USD $)	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
OPERATING ACTIVITIES:
Net loss	$ (630,949)	$ (294,210)
Common stock issued for services	255,000	25,000
Common stock issued for debt settlement		25,000
Stock based compensation	334
Prepaid and other current assets	(47,096)
Cash held in escrow		(58,183)
Accounts payable & accrued expenses	167,808	22,393
Net cash used in operating activities	(254,903)	(280,000)
Proceeds from the issuance of note payable	20,000
Proceeds from the issuance of common stock	235,000	280,000
Net cash provided by financing activities	255,000	280,000
Net increase in cash	97
Cash, beginning of period	194
Cash, end of period	$ 291

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ACCOUNTS PAYABLE AND ACCRUED EXPENSES

6 Months Ended

Jun. 30, 2014

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

NOTE 5 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following as of June 30, 2014 and December 31, 2013:

	June 30, 2014		December 31, 2013
Accounts payable	$	193,913	$	126,104
Payroll related liabilities		210,000		110,000
Other current liabilities		14,000		14,000
	$	417,913	$	250,104

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. The Company accrued $80,000 related to this agreement as of June 30, 2014.

Effective October 17, 2013, the Company entered into an amendment to its Consulting Agreement with George Mainas a stockholder, providing for additional consulting services from George Mainas in consideration for a monthly consulting fee of $10,000. The Company accrued $90,000 related to this agreement as of June 30, 2014.

On December 10, 2013, 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 $40,000. The Company accrued $40,000 related to this agreement as of June 30, 2014.

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Agreements for consulting and services (Details)	Oct. 17, 2013
Agreements for consulting and services
Company issued shares of Company common stock to each of Kevin Kearney, George Mainas and Steven J. Davis	500,000

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Loan receivable transactions (Details) (USD $)	Jun. 30, 2014	Dec. 31, 2013
Loan receivable transactions
Loans receivable	$ 84,000	$ 84,000
An advance made to Polybrite	70,000
Fees earned related to Purchase Order Financing and Distribution Agreement that was entered into with Polybrite.	$ 14,000