0001078782-15-001232.txt : 20150810 0001078782-15-001232.hdr.sgml : 20150810 20150807202319 ACCESSION NUMBER: 0001078782-15-001232 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150804 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20150810 DATE AS OF CHANGE: 20150807 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: 151038976 BUSINESS ADDRESS: STREET 1: 2090 NOVATO BLVD CITY: NOVATO STATE: CA ZIP: 94947 BUSINESS PHONE: (415) 209-6468 MAIL ADDRESS: STREET 1: 2090 NOVATO BLVD CITY: NOVATO STATE: CA ZIP: 94947 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 f8k080615_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 4, 2015

_________________

 


LED LIGHTING COMPANY

 (Exact name of registrant as specified in its charter)

  


DELAWARE

  

000-54146

  

46-3457679

(State or other jurisdiction of

incorporation or organization)

  

Commission file number

  

(IRS Employer

Identification No.)

 

2090 Novato Boulevard

Novato, California 94947

 (Address of principal executive offices)

 


(415) 209-6468

(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 3.02

Unregistered Sales of Registered Securities


Effective August 4, 2015, LED Lighting Company (the “Company”) agreed to convert a total of $393,856 in outstanding debt and trade payables owed to 8 Company shareholders into a total of 3,938,566 shares of restricted common stock.  The issuance of shares 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 were isolated private transactions by us which did not involve a public offering; (b) there was only 8 recipients and all recipients are Company shareholders; (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.


Effective August 4, 2015, the Company agreed to issue to a Company consultant 500,000 shares of restricted common stock as compensation for services provided to the Company.  The issuance of shares 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 individual and the Company; and (f) the recipient of the securities was an accredited investor.


After the share issuances described above, the Company will have 13,157,195 shares of common stock outstanding.




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 5, 2015

 

 

 

By:

 

/s/  Kevin Kearney

 

 

 

 

 

 

 

 

Kevin Kearney

Chief Executive Officer