10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

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 September 30, 2016

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	46-3457679
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2090 Novato Blvd., Novato, California 94947

(Address of principal executive offices) (zip code)

(415) 209 – 6468

(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 18, 2016
Common Stock, par value $0.0001	26,157,195

1

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 September 30, 2016, filed with the Securities and Exchange Commission on November 18, 2016 (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

* File with the Form 10-Q for the period ended September 30, 2016 on November 18, 2016

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: February 10, 2017

By: /s/ Kevin Kearney

President and Chief Financial Officer

3

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Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Nov. 18, 2016
Document and Entity Information:
Entity Registrant Name	LED Lighting Co
Entity Trading Symbol	ledl
Document Type	10-Q
Document Period End Date	Sep. 30, 2016
Amendment Flag	false
Entity Central Index Key	0001502659
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		26,157,195
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	2016
Document Fiscal Period Focus	Q3

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CONDENSED BALANCE SHEETS (Unaudited) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Current Assets
Cash	$ 81	$ 0
Prepaid Expenses	10,000	0
Total Current Assets	10,081	0
TOTAL ASSETS	10,081	0
Current Liabilities
Accounts payable & accrued expenses	32,967	2,925
Bank Overdraft	0	37
Shareholder Advances	52,410	26,434
Note payable	10,000	0
Total Liabilities	95,377	29,396
Stockholders' Deficit
Preferred stock, $0.0001 par value, 20,000,000 shares authorized; no shares issued and outstanding as of September 30, 2016 and December 31, 2015 respectively	0	0
Common stock, $0.0001 par value, 100,000,000 shares authorized; 26,157,195 shares issued and outstanding as of September 30, 2016 and December 31, 2015 respectively	2,616	2,616
Additional paid-in capital	4,268,234	4,268,234
Accumulated deficit	(4,356,146)	(4,300,246)
Total Stockholders' Deficit	(85,296)	(29,396)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 10,081	$ 0

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CONDENSED BALANCE SHEETS PARENTHETICALS - $ / shares	Sep. 30, 2016	Dec. 31, 2015
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	26,157,195	26,157,195
Common Stock, shares outstanding	26,157,195	26,157,195

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CONDENSED STATEMENTS OF OPERATIONS (unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
REVENUES:
Revenue	$ 0	$ 0	$ 0	$ 30,000
Cost of revenue	0	0	0	15,000
Gross profit	0	0	0	15,000
Consulting expense	30,000	50,000	30,000	87,850
Operating expenses	7,095	12,185	25,900	49,430
Loss before other income	(37,095)	(62,185)	(55,900)	(122,280)
Other income (expense)
Interest expense	0	(2,899)	0	(54,416)
Other income	0	(3,069)	0	(3,069)
Total Other income (expense)	0	(5,968)	0	(57,485)
Loss before income taxes	(37,095)	(68,153)	(55,900)	(179,765)
Income tax expense	0	0	0	0
Net loss	$ (37,095)	$ (68,153)	$ (55,900)	$ (179,765)
Loss per share - basic and diluted	$ 0.00	$ (0.01)	$ 0.00	$ (0.02)
Weighted average shares - basic	26,157,195	11,480,403	26,157,195	9,396,600

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CONDENSED STATEMENTS OF CASH FLOWS (unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
OPERATING ACTIVITIES:
Net loss	$ (55,900)	$ (179,765)
Adjustments to reconcile net loss to net cash used by operating activities
Common stock issued for services	0	50,000
Changes in operating assets and liabilities
Accounts receivable	0	(30,000)
Prepaid and other current assets	(10,000)	10,400
Bank Overdraft	(37)	5
Accounts payable & accrued expenses	42	61,967
Accrued Deferred Compensation	30,000	0
Decrease in discount to FV of Convertible Notes	0	48,967
Net cash used in operating activities	(35,895)	(38,426)
FINANCING ACTIVITIES:
Proceeds from Shareholder Advances	25,976	11,234
Proceeds from the issuance of note payable	10,000	0
Net cash provided by financing activities	35,976	11,234
Net increase (decrease) in cash	81	(27,192)
Cash, beginning of period	0	27,192
Cash, end of period	$ 81	$ 0

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OVERVIEW

9 Months Ended

Sep. 30, 2016

OVERVIEW

OVERVIEW

1. OVERVIEW

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 Company and PolyBrite initially anticipated that the completion of the acquisition transaction would occur on or before March 31, 2014. However, the completion of the transactions described in the Agreement did not occur by March 31, 2014.  The Company and Polybrite extended the term of the Agreement by amendments through October 31, 2014.  The Company and Polybrite did not complete the acquisition transaction and the Agreement as amended has expired as of October 31, 2014.   A Standstill Agreement between the Parties dated November 17, 2014 provided that the Company could not complete any acquisition that would prevent the Company from completing a public company transaction of Polybrite between November 17, 2014 and March 1, 2015.  As that date has passed, there is currently no agreement between the Company and Polybrite regarding a transaction of this nature, and no discussions are currently ongoing in that regard between the Company and Polybrite.

Going Concern

The Company has sustained operating losses and an accumulated deficit of $4,356,146 since inception of the Company on July 19, 2010 through September 30, 2016. In the nine months ended September 30, 2016, the Company incurred a loss of $55,900.  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 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 2016. 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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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2016

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying financial statements.

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, 2015 (2015 Form 10-K) as filed with the SEC.

In the quarter ending June 30, 2014, the Company 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

In preparing these financial statements in conformity with GAAP, management is required to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates and assumptions included in our consolidated financial statements relate to the valuation of long-lived assets, accruals for potential liabilities, and valuation assumptions related to equity instruments and share based payments.

Cash and Cash Equivalents

The Company considers all highly-liquid investments with maturities of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2016.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company places its cash with high quality banking institutions. From time to time, the Company may maintain cash balances at certain institutions in excess of the Federal Deposit Insurance Corporation limit.

Revenue Recognition

The Company recognizes revenue in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) No. 605, “Revenue Recognition”.  In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.  

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, 2016, there were no deferred taxes.

Net Loss Per Share

Under the provisions of ASC 260, “Earnings per Share,” basic loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted net loss per 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 would then share in the income of the Company, subject to anti-dilution limitations. The common stock equivalents have not been included as they are anti-dilutive.  As of September 30, 2016, there were warrants outstanding for the purchase of 2,068,629 shares of common stock which could potentially dilute future earnings per share.  

Recent Accounting Pronouncements

Adopted

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 January 2015, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2015-01 Income Statement—Extraordinary and Unusual Items. This Update eliminates from GAAP the concept of extraordinary items. Subtopic 225-20, Income Statement—Extraordinary and Unusual Items, required that an entity separately classify, present, and disclose extraordinary events and transactions. Presently, an event or transaction is presumed to be an ordinary and usual activity of the reporting entity unless evidence clearly supports its classification as an extraordinary item. Paragraph 225-20-45-2 contains the following criteria that must both be met for extraordinary classification:

1. Unusual nature. The underlying event or transaction should possess a high degree of abnormality and be of a type clearly unrelated to, or only incidentally related to, the ordinary and typical activities of the entity, taking into account the environment in which the entity operates.

2. Infrequency of occurrence. The underlying event or transaction should be of a type that would not reasonably be expected to recur in the foreseeable future, taking into account the environment in which the entity operates.

If an event or transaction meets the criteria for extraordinary classification, an entity is required to segregate the extraordinary item from the results of ordinary operations and show the item separately in the income statement, net of tax, after income from continuing operations. The entity also is required to disclose applicable income taxes and either present or disclose earnings-per-share data applicable to the extraordinary item.  The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively.  The Company did not elect for early adoption.

In July 2015, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2015-11 Simplifying the Measurement of Inventory.  Topic 330, Inventory, currently requires an entity to measure inventory at the lower of cost or market. Market could be replacement cost, net realizable value, or net realizable value less an approximately normal profit margin.  An entity should measure inventory within the scope of this Update at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.  Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. The amendments in this Update more closely align the measurement of inventory in GAAP with the measurement of inventory in International Financial Reporting Standards (IFRS). For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years.  The Company did not elect for early adoption.

We have evaluated the recent accounting pronouncements through the date of issuance of the report and believe that none of them will have a material effect on our financial statements.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force and the United States Securities and Exchange Commission) did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

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ACCOUNTS PAYABLE

9 Months Ended

Sep. 30, 2016

ACCOUNTS PAYABLE:

ACCOUNTS PAYABLE

3. ACCOUNTS PAYABLE

During the third quarter of 2016, $30,000 was earned by George Mainas, a related party shareholder, under a Consulting Agreement but has yet to be paid.

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NOTE PAYABLE

9 Months Ended

Sep. 30, 2016

NOTE PAYABLE

NOTE PAYABLE

4. NOTE PAYABLE

On February 16, 2016, the Company issued a note with a principal value of $10,000 to Richard Housand, an unrelated party, with a maturity date of February 15, 2017 and coupon interest due on that date of 7%.  The note is not convertible.

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SHAREHOLDER ADVANCES

9 Months Ended

Sep. 30, 2016

SHAREHOLDER ADVANCES

SHAREHOLDER ADVANCES

5. SHAREHOLDER ADVANCES

Advances from related party shareholders as of September 30, 2016 and December 31, 2015 consisted of the following:

Sept. 30, 2016		Dec. 31, 2015
$	52,410	$	26,434

As of March 28, 2016, Gary Rockis, a related party shareholder, had advanced the Company $30,000 under a Loan Agreement.  On April 18, 2016, the Company repaid $10,000 of that loan.  In addition, during the third quarter Kevin Kearney, a Director, advanced the Company $5,704.  In 2016, shareholders advanced an additional $272 to the Company.  These shareholder advances do not incur interest expense.  

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STOCK BASED COMPENSATION

9 Months Ended

Sep. 30, 2016

STOCK BASED COMPENSATION

STOCK BASED COMPENSATION

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.

Effective October 17, 2013, the Company granted 100,000 options to purchase Common Stock under its 2013 Equity Incentive Plan to each of three consultants for services provided to the Company.   The options had an exercise price of $1.00 per share and would be exercised for a period of two years from the date of grant, and have therefore expired as of October 17, 2015.

No options were issued under the Plan during the first three quarters of 2016.

Warrants

As of December 31, 2015, 5,418,628 warrants had been issued with an exercise price of $1.00.  A total of 3,350,000 warrants have since expired, so that 2,068,628 remain outstanding.  No warrants were issued during the first three quarters of 2016.  As the exercise price of the warrants issued exceeds the price at which shares have been issued, the warrants have no intrinsic value.

A summary of warrant activity as of September 30, 2016 and changes during the quarter then ended is presented below:

	Warrants [ex Plan Options]	Weighted Avg Exercise Price	Avg Remaining Contractual  Life [Yrs]	Weighted Average Expiration Date
Outstanding December 31, 2015	5,418,628	$1.00	0.84	10/1/2016
Issued in Q1 2016  – Investors	-	-	-	-
Issued in Q1 2016 – Services	-	-	-	-
Exercised	-	-	-	-
Forfeited or Expired	3,350,000	-	-	-
Outstanding Sept 30, 2016	2,068,628	$1.00	0.53	4/13/2017
Exercisable Sept 30, 2016	2,068,628	$1.00	0.53	4/13/2017

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STOCKHOLDERS' DEFICIT

9 Months Ended

Sep. 30, 2016

STOCKHOLDERS' DEFICIT

STOCKHOLDERS' DEFICIT

7. 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 December 31, 2015, the Company had 26,157,195 shares of common stock issued and outstanding, and zero shares of preferred stock issued and outstanding.  As of September 30, 2016 the Company had issued no additional common or preferred stock.

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SUPPLEMENTAL DISCLOSURES

9 Months Ended

Sep. 30, 2016

SUPPLEMENTAL DISCLOSURES

SUPPLEMENTAL DISCLOSURES

8. SUPPLEMENTAL DISCLOSURES

The Company did not make cash payments for either interest expense or income tax expense during the six month periods ending September 30, 2015 and September 30, 2016.

The Company has not filed federal and California state income tax returns for 2013 or 2014.  The Company intends to file these returns as well as 2015 tax returns by September 15, 2016, the extended deadline for 2015 tax returns.  Due to continuing losses from operations, the Company has not incurred a tax liability since the time it was recapitalized in 2013.

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ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2016

Accounting Policies (POLICIES):

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, 2015 (2015 Form 10-K) as filed with the SEC.

In the quarter ending June 30, 2014, the Company 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

In preparing these financial statements in conformity with GAAP, management is required to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates and assumptions included in our consolidated financial statements relate to the valuation of long-lived assets, accruals for potential liabilities, and valuation assumptions related to equity instruments and share based payments.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all highly-liquid investments with maturities of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2016.

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company places its cash with high quality banking institutions. From time to time, the Company may maintain cash balances at certain institutions in excess of the Federal Deposit Insurance Corporation limit.

Revenue Recognition

Revenue Recognition

The Company recognizes revenue in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) No. 605, “Revenue Recognition”.  In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.  

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. 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, 2016, there were no deferred taxes.

Net Loss Per Share

Net Loss Per Share

Under the provisions of ASC 260, “Earnings per Share,” basic loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted net loss per 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 would then share in the income of the Company, subject to anti-dilution limitations. The common stock equivalents have not been included as they are anti-dilutive.  As of September 30, 2016, there were warrants outstanding for the purchase of 2,068,629 shares of common stock which could potentially dilute future earnings per share.  

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Adopted

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 January 2015, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2015-01 Income Statement—Extraordinary and Unusual Items. This Update eliminates from GAAP the concept of extraordinary items. Subtopic 225-20, Income Statement—Extraordinary and Unusual Items, required that an entity separately classify, present, and disclose extraordinary events and transactions. Presently, an event or transaction is presumed to be an ordinary and usual activity of the reporting entity unless evidence clearly supports its classification as an extraordinary item. Paragraph 225-20-45-2 contains the following criteria that must both be met for extraordinary classification:

1. Unusual nature. The underlying event or transaction should possess a high degree of abnormality and be of a type clearly unrelated to, or only incidentally related to, the ordinary and typical activities of the entity, taking into account the environment in which the entity operates.

2. Infrequency of occurrence. The underlying event or transaction should be of a type that would not reasonably be expected to recur in the foreseeable future, taking into account the environment in which the entity operates.

If an event or transaction meets the criteria for extraordinary classification, an entity is required to segregate the extraordinary item from the results of ordinary operations and show the item separately in the income statement, net of tax, after income from continuing operations. The entity also is required to disclose applicable income taxes and either present or disclose earnings-per-share data applicable to the extraordinary item.  The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively.  The Company did not elect for early adoption.

In July 2015, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2015-11 Simplifying the Measurement of Inventory.  Topic 330, Inventory, currently requires an entity to measure inventory at the lower of cost or market. Market could be replacement cost, net realizable value, or net realizable value less an approximately normal profit margin.  An entity should measure inventory within the scope of this Update at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.  Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. The amendments in this Update more closely align the measurement of inventory in GAAP with the measurement of inventory in International Financial Reporting Standards (IFRS). For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years.  The Company did not elect for early adoption.

We have evaluated the recent accounting pronouncements through the date of issuance of the report and believe that none of them will have a material effect on our financial statements.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force and the United States Securities and Exchange Commission) did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

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SCHEDULE OF SHAREHOLDER ADVANCES (Tables)

9 Months Ended

Sep. 30, 2016

SCHEDULE OF SHAREHOLDER ADVANCES

Schedule of Advances from related party shareholders

Advances from related party shareholders as of September 30, 2016 and December 31, 2015 consisted of the following:

Sept. 30, 2016		Dec. 31, 2015
$	52,410	$	26,434

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SCHEDULE OF STOCK OPTIONS AND WARRANTS (Tables)

9 Months Ended

Sep. 30, 2016

SCHEDULE OF STOCK OPTIONS AND WARRANTS

Summary of warrant activity and changes during the period

A summary of warrant activity as of September 30, 2016 and changes during the quarter then ended is presented below:

	Warrants [ex Plan Options]	Weighted Avg Exercise Price	Avg Remaining Contractual  Life [Yrs]	Weighted Average Expiration Date
Outstanding December 31, 2015	5,418,628	$1.00	0.84	10/1/2016
Issued in Q1 2016  – Investors	-	-	-	-
Issued in Q1 2016 – Services	-	-	-	-
Exercised	-	-	-	-
Forfeited or Expired	3,350,000	-	-	-
Outstanding Sept 30, 2016	2,068,628	$1.00	0.53	4/13/2017
Exercisable Sept 30, 2016	2,068,628	$1.00	0.53	4/13/2017

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GOING CONCERN (Details) - USD ($)	9 Months Ended	74 Months Ended
	Sep. 30, 2016	Sep. 30, 2016
Going concern Details
Operating losses and an accumulated deficit		$ 4,356,146
Incurred a loss	$ 55,900

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NET LOSS PER SHARE (Details)	Sep. 30, 2016 shares
Net loss per share Details
Warrants outstanding for the purchase of shares of common stock	2,068,629

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ACCOUNTS PAYABLE (Details)	9 Months Ended
	Sep. 30, 2016 USD ($)
Accounts Payable Details
George Mainas, a related party shareholder yet to be paid	$ 30,000

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NOTE PAYABLE (Details)	Feb. 16, 2016 USD ($)
NOTE PAYABLE DETAILS
Issued a note with a principal value	$ 10,000
Coupon interest due rate	7.00%

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SHAREHOLDER ADVANCES (Details) - USD ($)	Sep. 30, 2016	Apr. 18, 2016	Mar. 28, 2016	Dec. 31, 2015
Shareholder Advances Details
Shareholder Advances	$ 52,410			$ 26,434
Gary Rockis, a related party shareholder, had advanced			$ 30,000
Repayment of loan		$ 10,000
Kevin Kearney, a Director, advanced the Company during third quarter	5,704
Additional amount advanced by shareholders in 2016	$ 272

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STOCK OPTIONS (Details) - $ / shares	Oct. 17, 2013	May 28, 2013
Stock Options Details
Shares of common stock have been reserved for awards under the 2013 Plan		1,500,000
Granted options to purchase Common Stock under its 2013 Equity Incentive Plan	100,000
Options exercise price per share	$ 1.00

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WARRANTS NARRATIVE (Details) - $ / shares	Sep. 30, 2016	Dec. 31, 2015
WARRANTS NARRATIVE DETAILS
Warrants issued		5,418,628
Warrants issued with an exercise price		$ 1.00
Warrants have since expired	3,350,000
Warrants remain outstanding	2,068,628

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SUMMARY OF WARRANT ACTIVITY (Details)	9 Months Ended
	Sep. 30, 2016 $ / shares shares
Warrants Plan Options
Outstanding December 31, 2015	5,418,628
Forfeited or expired	3,350,000
Outstanding September 30, 2016	2,068,628
Exercisable September 30, 2016	2,068,628
Weighted Average Exercise Price
Outstanding December 31, 2015 | $ / shares	$ 1.00
Outstanding September 30, 2016 | $ / shares	1.00
Exercisable September 30, 2016 | $ / shares	$ 1.00
Avg Remaining Contractual Life (Years)
Outstanding December 31, 2015	0.84
Outstanding September 30, 2016	0.53
Exercisable September 30, 2016	0.53

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CAPITAL STOCK (DETAILS) - shares	Sep. 30, 2016	Dec. 31, 2015
Capital stock Details
Authorized to issue shares of common stock	100,000,000
Authorized to issue shares of preferred stock	20,000,000
Shares of common stock issued and outstanding		26,157,195