Form 8-K Current Report

0001078782-14-001596.txt : 20140827 0001078782-14-001596.hdr.sgml : 20140827 20140827111901 ACCESSION NUMBER: 0001078782-14-001596 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20140825 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140827 DATE AS OF CHANGE: 20140827 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LED Lighting Co CENTRAL INDEX KEY: 0001502659 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 463457679 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54146 FILM NUMBER: 141067229 BUSINESS ADDRESS: STREET 1: 737 SOUTHPOINT BLVD, SUITE E CITY: PETALUMA STATE: CA ZIP: 94954 BUSINESS PHONE: 415-526-3193 MAIL ADDRESS: STREET 1: 737 SOUTHPOINT BLVD, SUITE E CITY: PETALUMA STATE: CA ZIP: 94954 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 f8k082514_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): August 25, 2014


	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.)


	737 Southpoint Blvd., Suite E
	Petaluma, California 94954
(Address of principal executive offices)


	(415) 526-3193
(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 August 25, 2014, LED Lighting Company (the “Company”) entered into Debt Conversion Agreements with George Mainas, J. Thomas Hannan and Kevin Kearney pursuant to which each individual agreed to convert all amounts of compensation accrued and payable to such person under the terms of their respective consulting or employment agreement as of August 31, 2014 into shares of Company common stock at $1.00 per share. The Debt Conversion Agreements resulted in the conversion of an aggregate of $260,000 into 260,000 shares of Company common stock. Mr. Mainas and Mr. Hannan also agreed that their consulting agreements would be terminated as of August 31, 2014, and Mr. Kearney agreed that no future compensation will be owed to him by the Company under his employment agreement as of August 31, 2014. The foregoing is only a brief description of the material terms of the Debt Conversion Agreements, and does not purport to be a complete description of the rights and obligations of the parties under those agreements, and such descriptions are qualified in their entirety by reference to the agreements which are filed as exhibits to this Current Report.

Item 1.02

Termination of Material Definitive Agreement.

The information contained in Item 1.01 is incorporated herein by reference.

Item 3.02

Unregistered Sales of Registered Securities

The information contained in Item 1.01 is incorporated herein by reference. The issuance of shares described in Item 1.01 were made in reliance on the exemption provided by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) for the offer and sale of securities not involving a public offering, and Regulation D promulgated under the Securities Act. The Company’s reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only one recipient; (c) there were no subsequent or contemporaneous public offerings of the securities by the Company; (d) the securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the securities took place directly between the individuals and the Company; and (f) the recipients of the securities are all accredited investors.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits


No.		Description

10.14		Debt Conversion Agreement dated August 25, 2014 with George Mainas
10.15		Debt Conversion Agreement dated August 25, 2014 with J. Thomas Hannan
10.16		Debt Conversion Agreement dated August 25, 2014 with Kevin Kearney

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: August 25, 2014	By:	/s/ Kevin Kearney
		Kevin Kearney
		Chief Executive Officer

EX-10.14 2 f8k082514_ex10z14.htm EXHIBIT 10.14 DEBT CONVERSION AGREEMENT WITH GEORGE MAINAS February __, 2005

EXHIBIT 10.14

DEBT CONVERSION AGREEMENT

This Debt Conversion Agreement (the “Agreement”) is entered into effective as of as of August 25, 2014 by and between George Mainas (“Investor”), and LED Lighting Company, a Delaware corporation (the “Company”), with reference to the following facts:

WHEREAS, the Company and Investor entered into a Consulting Agreement dated May 28, 2013, as amended on October 17, 2013 (the “Consulting Agreement”) pursuant to which the Company has accrued $110,000 in payables as of August 31, 2014;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

Conversion of Payables; Issuance of Common Stock.

(a)

Investor has agreed to convert the amount of $110,000 into 110,000 shares of Company Common Stock at $1.00 per share. The Company shall issue the stock certificate to the Investor as provided on the signature page.

(b)

Investor agrees that (i) all payment obligations of Company under the Consulting Agreement through August 31, 2014 have been met; (ii) the Company’s obligations for any future compensation payments (other than reimbursement of expenses) under the Consulting Agreement shall terminate as of August 31, 2014; and (iii) the Consulting Agreement shall terminate as of August 31, 2014.

Investor Representations. The Company is issuing the Common Stock (the “Securities”) to Investor in reliance upon the following representations by Investor:

(a)

Investor acknowledges and agrees that the Securities are characterized as “restricted securities” under the Securities Act of 1933 (as amended and together with the rules and regulations promulgated thereunder, the “Securities Act”) and that, under the Securities Act and applicable regulations thereunder, such securities may not be resold, pledged or otherwise transferred without registration under the Securities Act or an exemption therefrom. Investor acknowledges and agrees that () the Securities are being offered 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, and () the Securities 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.

(b)

Investor acknowledges and agrees that () the registrar or transfer agent for the shares of Common Stock will not be required to accept for registration of transfer any shares except upon presentation of evidence satisfactory to the Company that the restrictions on transfer under the Securities Act have been complied with, and () any shares of Common Stock in the form of definitive physical certificates will bear a restrictive legend.

(c)

Investor acknowledges and agrees that: (a) the Securities are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering; (b) Investor is acquiring the Securities solely for its own account for investment purposes, and not with a view to the distribution thereof in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any other applicable jurisdiction; (c) Investor is a sophisticated purchaser with such knowledge and experience in business and financial matters that it is capable of evaluating the merits and risks of purchasing the Securities; (d) Investor has had the opportunity to obtain from the Company such information as desired in order to evaluate the merits and the risks inherent in holding the Securities; (e) Investor is able to bear the economic risk and lack of liquidity inherent in holding the Securities; (f) Investor is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act, and the attached ACCREDITED INVESTOR QUESTIONNAIRE has been completed by Investor truthfully and accurately; and (g) Investor either has a pre-existing personal or business relationship with the Company or its officers, directors or controlling persons, or by reason of Investor’s business or financial experience, or the business or financial experience of their professional advisors who are unaffiliated with and who are not compensated by the Company, directly or indirectly, have the capacity to protect their own interests in connection with the purchase of the Securities.

(d)

Investor has had the opportunity to review the Company’s public reports filed with the Securities and Exchange Commission which contain the most recent public information regarding the Company (the “SEC Filings’), and which include certain risk factors related to the Company and an investment in the Company. Investor has not been furnished any literature other than the SEC Filings and is not relying on any information, representation or warranty by the Company or any of its affiliates or agents, other than information contained in the SEC Filings, in determining whether to purchase the Securities.

(e)

Investor’s principal residence/principal place of business is in the State of California.

Miscellaneous.

(a)

This Agreement shall be construed and enforced in accordance with the laws of the State of California. This Agreement constitutes the entire agreement between the parties and supersedes all prior oral or written negotiations and agreements between the parties with respect to the subject matter hereof. No modification, variation or amendment of this Agreement shall be effective unless made in writing and signed by both parties.

(b)

Each party to this Agreement hereby represents and warrants to the other party that it has had an opportunity to seek the advice of its own independent legal counsel with respect to the provisions of this Agreement and that its decision to execute this Agreement is not based on any reliance upon the advice of any other party or its legal counsel. The Company acknowledges that Investor has not represented the Company in any manner relating to this Agreement, or the conversion of debt, and has advised the Company to seek independent legal counsel regarding this Agreement and the conversion of debt. This Agreement shall be construed neutrally, without regard to the party responsible for its preparation.

(c)

Each party to this Agreement hereby represents and warrants to the other party that (i) the execution, performance and delivery of this Agreement has been authorized by all necessary action by such party; (ii) the representative executing this Agreement on behalf of such party has been granted all necessary power and authority to act on behalf of such party with respect to the execution, performance and delivery of this Agreement; and (iii) this Agreement is fully binding and enforceable against such party.

(d)

This Agreement may be executed in any number of counterparts and may be delivered by facsimile transmission or by electronic transmission in PDF format, all of which taken together shall constitute a single instrument.

This Agreement is entered into and effective as of the date first written above.

COMPANY:

LED Lighting Company

By: /s/ Kevin Kearney

Kevin Kearney, CEO

INVESTOR:

/s/ George Mains

George Mainas

[Signature Page to LED Debt Conversion Agreement]

EX-10.15 3 f8k082514_ex10z15.htm EXHIBIT 10.15 DEBT CONVERSION AGREEMENT WITH J. THOMAS HANNAN February __, 2005

EXHIBIT 10.15

DEBT CONVERSION AGREEMENT

This Debt Conversion Agreement (the “Agreement”) is entered into effective as of as of August 25, 2014 by and between J. Thomas Hannan (“Investor”), and LED Lighting Company, a Delaware corporation (the “Company”), with reference to the following facts:

WHEREAS, the Company and Investor entered into a Consulting Agreement dated December 10, 2013 (the “Consulting Agreement”) pursuant to which the Company has accrued $50,000 in payables as of August 31, 2014;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

Conversion of Payables; Issuance of Common Stock.

(a)

Investor has agreed to convert the amount of $50,000 into 50,000 shares of Company Common Stock at $1.00 per share. The Company shall issue the stock certificate to the Investor as provided on the signature page.

(b)

Investor Representations. The Company is issuing the Common Stock (the “Securities”) to Investor in reliance upon the following representations by Investor:

(a)

(b)

(c)

(d)

(e)

Investor’s principal residence/principal place of business is in the State of California.

Miscellaneous.

(a)

(b)

(c)

(d)

This Agreement is entered into and effective as of the date first written above.

COMPANY:

LED Lighting Company

By: /s/ Kevin Kearney

Kevin Kearney, CEO

INVESTOR:

/s/ J. Thomas Hannan

J. Thomas Hannan

EX-10.16 4 f8k082514_ex10z16.htm EXHIBIT 10.16 DEBT CONVERSION AGREEMENT WITH KEVIN KEARNEY February __, 2005

EXHIBIT 10.16

DEBT CONVERSION AGREEMENT

This Debt Conversion Agreement (the “Agreement”) is entered into effective as of as of August 25, 2014 by and between Kevin Kearney (“Investor”), and LED Lighting Company, a Delaware corporation (the “Company”), with reference to the following facts:

WHEREAS, the Company and Investor entered into an Employment Agreement dated October 17, 2014 (the “Employment Agreement”) pursuant to which the Company has accrued $100,000 in payables as of August 31, 2014;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

Conversion of Payables; Issuance of Common Stock.

(a)

Investor has agreed to convert the amount of $100,000 into 100,000 shares of Company Common Stock at $1.00 per share. The Company shall issue the stock certificate to the Investor as provided on the signature page.

(b)

Investor agrees that (i) all payment obligations of Company under the Employment Agreement through August 31, 2014 have been met; and (ii) the Company’s obligations for any future compensation payments (other than reimbursement of expenses) under the Employment Agreement shall terminate as of August 31, 2014.

Investor Representations. The Company is issuing the Common Stock (the “Securities”) to Investor in reliance upon the following representations by Investor:

(a)

(b)

(c)

(d)

(e)

Investor’s principal residence/principal place of business is in the State of California.

Miscellaneous.

(a)

(b)

(c)

(d)

This Agreement is entered into and effective as of the date first written above.

COMPANY:

LED Lighting Company

By: /s/ Kevin Kearney

Kevin Kearney, CEO

INVESTOR:

/s/ Kevin Kearney

Kevin Kearney

[Signature Page to LED Debt Conversion Agreement]