10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2017

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 .
Emerging growth company	.

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 May 26, 2017
Common Stock, par value $0.0001	26,157,195

1

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements, which reflect our views with respect to future events and financial performance. These forward-looking statements are subject to certain uncertainties and other factors that could cause actual results to differ materially from such statements. These forward-looking statements are identified by, among other things, the words "anticipates", "believes", "estimates", "expects", "plans", "projects", "targets" and similar expressions. Statements in this report concerning the following are forward looking statements:

·

future financial and operating results;

·

our ability to fund operations and business plans, and the timing of any funding or corporate development transactions we may pursue;

·

the ability of our suppliers to provide products or services in the future of an acceptable quality on a timely and cost-effective basis;

·

expectations concerning market acceptance of our products;

·

current and future economic and political conditions;

·

overall industry and market trends;

·

management’s goals and plans for future operations; and

·

other assumptions described in this report underlying or relating to any forward-looking statements.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. Except to the extent required by applicable securities laws, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Important factors that may cause actual results to differ from those projected include the risk factors specified below.

USE OF DEFINED TERMS

Except where the context otherwise requires and for the purposes of this report only:

·

"we," "us," "our" and "Company" refer to the business of LED Lighting Company;

·

"Exchange Act" refers to the United States Securities Exchange Act of 1934, as amended;

·

"SEC" refers to the United States Securities and Exchange Commission;

·

"Securities Act" refers to the United States Securities Act of 1933, as amended;

·

"U.S. dollars," "dollars" and "$" refer to the legal currency of the United States.

2

LED LIGHTING COMPANY

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
Item 1:	Condensed Financial Statements	4
	Condensed balance sheets as of March 31, 2017 (unaudited) and December 31, 2016	4
	Condensed statements of operations for the three months ended March 31, 2017 and 2016 (unaudited)	5
	Condensed statements of cash flows for the three months ended March 31, 2017 and 2016 (unaudited)	6
	Notes to condensed financial statements (unaudited)	7
Item 2:	Management's Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	12
Item 4:	Controls and Procedures	12
PART 2 – OTHER INFORMATION
Item 1:	Legal Proceedings	12
Item 1a:	Risk Factors	12
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	12
Item 3:	Defaults upon Senior Securities	12
Item 4:	Mine Safety Disclosures	12
Item 5:	Other Information	12
Item 6:	Exhibits	12
SIGNATURES		13

3

PART 1. – FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

LED LIGHTING COMPANY
CONDENSED BALANCE SHEETS
ASSETS		March 31,		December 31,
		2017		2016
		(unaudited)
Current Assets
Cash	$	85	$	33
Total Current Assets		85		33
TOTAL ASSETS	$	85	$	33
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable & accrued expenses		71,609		63,898
Shareholder Advance		73,599		61,913
Note payable		10,000		10,000
Total Liabilities		155,208		135,811
Stockholders' Deficit
Preferred stock, $0.0001 par value, 20,000,000 shares
authorized; no shares issued and outstanding as of March 31, 2017 and December 31, 2016 respectively		-		-
Common stock, $0.0001 par value, 100,000,000 shares
authorized; 26,157,195 shares issued and outstanding as of March 31, 2017 and December 31, 2016 respectively		2,616		2,616
Additional paid-in capital		4,268,234		4,268,234
Accumulated deficit		(4,425,973)		(4,406,628)
Total Stockholders' Deficit		(155,123)		(135,778)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	85	$	33

See accompanying notes to these unaudited condensed financial statements.

4

LED Lighting Company

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

			For the Three Months Ending March 31, 2017		For the Three Months Ending March 31, 2016
Revenue		$	-	$	-
Cost of revenue			-		-
	Gross profit		-		-
Operating expenses			19,170		16,160
Loss from operations			(19,170)		(16,160)
Other expense
Interest expense			(175)		-
	Total other expenses		(175)		-
Loss before income taxes			(19,345)		(16,160)
Income tax expense			-		-
Net loss		$	(19,345)	$	(16,160)
Loss per share – basic		$	(0.00)	$	(0.00)
Weighted average shares – basic
			26,157,195		26,157,194

See accompanying notes to these unaudited condensed financial statements.

5

LED Lighting Company

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

				For the Three Months ended March 31, 2017		For the Three Months ended March 31, 2016
OPERATING ACTIVITIES:
	Net loss		$	(19,345)	$	(16,160)
	Changes in operating assets and liabilities
		Prepaid and other current assets		-		(10,000)
		Accounts payable & accrued expenses		7,711		(2,500)
		Net cash used in operating activities		(11,634)		(28,660)
FINANCING ACTIVITIES:
	Bank Overdraft			-		(37)
	Advance from Shareholders			11,686		30,137
	Proceeds from the issuance of note payable			-		10,000
		Net cash provided by financing activities		11,686		40,100
	Net increase (decrease) in cash			52		11,440
	Cash, beginning of period			33		-
	Cash, end of period		$	85	$	11,440

Interest Paid	$	-	$	-
Taxes Paid	$	-	$	-

See accompanying notes to these unaudited condensed financial statements.

6

LED LIGHTING COMPANY

NOTES TO CONDENSED FINANCIAL STATEMENTS

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).

Going Concern

The Company has sustained operating losses and an accumulated deficit of $4,425,973 since inception of the Company on July 19, 2010 through March 31, 2017. In the first quarter of 2017, the Company incurred a loss of $19,345. 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 2017. 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.

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.

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.

7

LED LIGHTING COMPANY

NOTES TO CONDENSED FINANCIAL STATEMENTS

Fair Value Measurements

ASC 820, “Fair Value Measurements”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1, defined as observable inputs such as quoted prices in active markets for identical assets or liabilities; Level 2, inputs other than level one that are either directly or indirectly observable such as quoted prices for identical or similar assets or liabilities on markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The Company had no assets or liabilities required to be recorded at fair value on a recurring basis as of December 31, 2016.

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 March 31, 2017.

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 March 31, 2017, there were no deferred taxes.

Share Based Compensation

The Company applies ASC 718, Share-Based Compensation to account for its service providers’ share-based payments. Common stock of the Company was given to service providers to retain their assistance in becoming a U.S. public company, assistance with public company regulations, investors’ communications and public relations with broker-dealers, market makers and other professional services.

In accordance with ASC 718, the Company determines whether a share payment should be classified and accounted for as a liability award or equity award. All grants of share-based payments to service providers classified as equity awards are recognized in the financial statements based on their grant date fair values which are calculated using historical pricing. The Company has elected to recognize compensation expense based on the criteria that the stock awards vest immediately on the issuance date. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent period if actual forfeitures differ from initial estimates. There were no forfeitures of share based compensation.

8

LED LIGHTING COMPANY

NOTES TO CONDENSED FINANCIAL STATEMENTS

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 March 31, 2017, there were warrants outstanding for the purchase of 1,555,629 shares of common stock which could potentially dilute future earnings per share.

3. LIABILITIES TO RELATED PARTIES

Company liabilities to related parties consist of the following as of March 31, 2017 and December 31, 2016:

		March 31, 2017		December 31, 2016
Shareholder advances	$	73,599	$	61,913

4. 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.

No options are currently outstanding under the Plan.

Warrants

As of December 31, 2016, 5,418,628 warrants had been issued with an exercise price of $1.00. No warrants were issued during the first quarter of 2017. As the exercise price of the warrants issued exceeds the price at which shares have been issued by the Company, the warrants have no intrinsic value.

9

LED LIGHTING COMPANY

NOTES TO CONDENSED FINANCIAL STATEMENTS

A summary of warrant activity as of March 31, 2017 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, 2016	1,918,629	$1.00	0.42	5/30/2017
Issued in Q1 2017 – Investors	-	-	-	-
Issued in Q1 2017 – Services	-	-	-	-
Exercised	-	-	-	-
Forfeited or Expired	363,334	-	-	-
Outstanding March 31, 2017	1,555,295	$1.00	0.44	9/13/2017
Exercisable March 31, 2017	1,555,295	$1.00	0.44	9/13/2017

5. 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, 2016, the Company had 26, 157,195 shares of common stock issued and outstanding, and zero shares of preferred stock issued and outstanding. In the first quarter of 2017 the Company issued no shares of common or preferred stock.

10

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the information contained in the financial statements of the Company and the notes which form an integral part of the financial statements which are attached hereto. The financial statements mentioned above have been prepared in conformity with accounting principles generally accepted in the United States of America and are stated in United States dollars.

LED Lighting Company (formerly Fun World Media, Inc.) ("LED Company" or the "Company") was incorporated as Pinewood Acquisition Corporation ("Pinewood") on July 19, 2010 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. On May 24, 2011, the Company amended its certificate of incorporation to change its name to De Yang International Group Ltd. and on March 2, 2012, the Company amended its certificate of incorporation to change its name to Fun World Media, Inc. On May 30, 2013, the Company amended its certificate of incorporation to change its name to LED Lighting Company.

On October 7, 2010, the Company registered its common stock on a Form 10 registration statement filed pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 12(g) thereof. The Company files with the Securities and Exchange Commission periodic and current reports under Rule 13(a) of the Exchange Act, including quarterly reports on Form 10-Q and annual reports Form 10-K.

Overview of Business and Results of Operations

The LED Lighting Company supplies 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).

Revenue

The Company had no revenue in the first quarter of 2017 ending March 31, 2017; it had no revenues during the three month period ended March 31, 2016.

Net Loss

Our net loss for the three months ended March 31, 2017 was $19,345 compared to $16,160 for the three months ended March 31, 2016. The net losses are comparable, and result from certain shareholders and the Director undertaking business activities for the Company at no charge.

Liquidity and Capital Resources

As of March 31, 2017, we had cash of $85; total assets of $85 and total liabilities of $155,208. As of December 31, 2016, the Company had $33 in cash and assets, and total liabilities of $135,811.

For the three months ended March 31, 2017, net cash used in operations was $11,634. Our total stockholder’s deficit at March 31, 2017 was $155,123. For the three months ended March 31, 2016, net cash used in operations was $28,660.

To date, we have financed our operations through funding by our stockholders and the issuance of promissory notes and common stock and securities convertible into common stock. We will need to secure additional financing to continue our operations. However, we cannot provide any assurances that we will be able to raise additional funds to meet our cash needs or that we can achieve profitability. The failure to secure any financing will severely curtail our plans for future growth or in more severe scenarios the continued operations of our Company. Based on our need to raise additional funds to implement our business plans for the next twelve months, we have included a discussion concerning the presentation of our financial statements on a going concern basis in the notes to our financial statements and our independent public accountants have included a similar discussion in their opinion on our financial statements through December 31, 2016.

11

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Information not required to be filed by Smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our principal executive officer and principal financial officer (who is the same person), we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this Quarterly Report.

This Quarterly Report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. As a smaller reporting company, management's report was not subject to attestation by the Company's registered public accounting firm.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the first quarter of fiscal 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are no legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it.

ITEM 1A. RISK FACTORS

The “Risk Factors” contained in our Annual Report on Form 10-K filed with the SEC on April 17, 2017 (the “Form 10-K”) are hereby incorporated by reference herein. Readers are encouraged to read the Form 10-K including those risk factors.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

(a) Exhibits

31.1 - Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1 - Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

12

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: May 26, 2017

By: /s/ Kevin Kearney

Kevin Kearney

President and

Chief Financial Officer

13

EX-31

EXHIBIT 31

CERTIFICATION PURSUANT TO SECTION 302

I, Kevin Kearney, certify that:

1.

I have reviewed this Form 10-Q of LED Lighting Company.

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations; and

d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a)

 All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 26, 2017

/s/ Kevin Kearney

Chief Executive Officer and

Chief Financial Officer

EX-32

EXHIBIT 32

CERTIFICATION PURSUANT TO SECTION 906

Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, the undersigned officer of LED Lighting Company (the "Company"), hereby certify to my knowledge that:

The Report on Form 10-Q for the period ended March 31, 2017 of the Company fully complies, in all material respects, with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Report fairly represents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Date: May 26, 2017

/s/ Kevin Kearney

Chief Executive Officer and

Chief Financial Officer

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	May 26, 2017
Document and Entity Information:
Entity Registrant Name	LED Lighting Co
Entity Trading Symbol	ledl
Document Type	10-Q
Document Period End Date	Mar. 31, 2017
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	2017
Document Fiscal Period Focus	Q1

XML

CONDENSED BALANCE SHEETS - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Current Assets
Cash	$ 85	$ 33
Total Current Assets	85	33
TOTAL ASSETS	85	33
Current Liabilities
Accounts payable & accrued expenses	71,609	63,898
Shareholder Advance	73,599	61,913
Note payable	10,000	10,000
Total Liabilities	155,208	135,811
Stockholders' Deficit
Preferred stock, $0.0001 par value, 20,000,000 shares authorized; no shares issued and outstanding as of March 31, 2017 and December 31, 2016 respectively	0
Common stock, $0.0001 par value, 100,000,000 shares authorized; 26,157,195 shares issued and outstanding as of March 31, 2017 and December 31, 2016 respectively	2,616	2,616
Additional paid-in capital	4,268,234	4,268,234
Accumulated deficit	(4,425,973)	(4,406,628)
Total Stockholders' Deficit	(155,123)	(135,778)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 85	$ 33

XML

CONDENSED BALANCE SHEETS PARENTHETICALS - $ / shares	Mar. 31, 2017	Dec. 31, 2016
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

XML

CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Revenue
Revenue	$ 0
Cost of revenue		$ 0
Gross profit	0
Operating expenses	19,170	16,160
Loss from operations	(19,170)	(16,160)
Other expense
Interest expense	(175)
Total other expenses	(175)
Loss before income taxes	(19,345)	(16,160)
Income tax expense		0
Net loss	$ (19,345)	$ (16,160)
Loss per share - basic	$ 0.00	$ 0.00
Weighted average shares - basic	26,157,195	26,157,194

XML

CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
OPERATING ACTIVITIES:
Net loss	$ (19,345)	$ (16,160)
Changes in operating assets and liabilities
Prepaid and other current assets		(10,000)
Accounts payable & accrued expenses	7,711	(2,500)
Net cash used in operating activities	(11,634)	(28,660)
FINANCING ACTIVITIES:
Bank Overdraft		(37)
Advance from Shareholders	11,686	30,137
Proceeds from the issuance of note payable		10,000
Net cash provided by financing activities	11,686	40,100
Net increase (decrease) in cash	52	11,440
Cash, beginning of period	33
Cash, end of period	$ 85	11,440
Interest Paid		0
Taxes Paid		$ 0

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OVERVIEW

3 Months Ended

Mar. 31, 2017

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).

Going Concern

The Company has sustained operating losses and an accumulated deficit of $4,425,973 since inception of the Company on July 19, 2010 through March 31, 2017. In the first quarter of 2017, the Company incurred a loss of $19,345. 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 2017. 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

3 Months Ended

Mar. 31, 2017

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.

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.

Fair Value Measurements

ASC 820, “Fair Value Measurements”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1, defined as observable inputs such as quoted prices in active markets for identical assets or liabilities; Level 2, inputs other than level one that are either directly or indirectly observable such as quoted prices for identical or similar assets or liabilities on markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The Company had no assets or liabilities required to be recorded at fair value on a recurring basis as of December 31, 2016.

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 March 31, 2017.

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 March 31, 2017, there were no deferred taxes.

Share Based Compensation

The Company applies ASC 718, Share-Based Compensation to account for its service providers’ share-based payments. Common stock of the Company was given to service providers to retain their assistance in becoming a U.S. public company, assistance with public company regulations, investors’ communications and public relations with broker-dealers, market makers and other professional services.

In accordance with ASC 718, the Company determines whether a share payment should be classified and accounted for as a liability award or equity award. All grants of share-based payments to service providers classified as equity awards are recognized in the financial statements based on their grant date fair values which are calculated using historical pricing. The Company has elected to recognize compensation expense based on the criteria that the stock awards vest immediately on the issuance date. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent period if actual forfeitures differ from initial estimates. There were no forfeitures of share based compensation.

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 March 31, 2017, there were warrants outstanding for the purchase of 1,555,629 shares of common stock which could potentially dilute future earnings per share.

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LIABILITIES TO RELATED PARTIES

3 Months Ended

Mar. 31, 2017

LIABILITIES TO RELATED PARTIES

LIABILITIES TO RELATED PARTIES

3. LIABILITIES TO RELATED PARTIES

Company liabilities to related parties consist of the following as of March 31, 2017 and December 31, 2016:

		March 31, 2017		December 31, 2016
Shareholder advances	$	73,599	$	61,913

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STOCK BASED COMPENSATION

3 Months Ended

Mar. 31, 2017

STOCK BASED COMPENSATION

STOCK BASED COMPENSATION

4. 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.

No options are currently outstanding under the Plan.

Warrants

As of December 31, 2016, 5,418,628 warrants had been issued with an exercise price of $1.00. No warrants were issued during the first quarter of 2017. As the exercise price of the warrants issued exceeds the price at which shares have been issued by the Company, the warrants have no intrinsic value.

A summary of warrant activity as of March 31, 2017 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, 2016	1,918,629	$1.00	0.42	5/30/2017
Issued in Q1 2017 – Investors	-	-	-	-
Issued in Q1 2017 – Services	-	-	-	-
Exercised	-	-	-	-
Forfeited or Expired	363,334	-	-	-
Outstanding March 31, 2017	1,555,295	$1.00	0.44	9/13/2017
Exercisable March 31, 2017	1,555,295	$1.00	0.44	9/13/2017

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STOCKHOLDERS' DEFICIT

3 Months Ended

Mar. 31, 2017

STOCKHOLDERS' DEFICIT

STOCKHOLDERS' DEFICIT

5. 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, 2016, the Company had 26, 157,195 shares of common stock issued and outstanding, and zero shares of preferred stock issued and outstanding. In the first quarter of 2017 the Company issued no shares of common or preferred stock.

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ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2017

Accounting Policies (POLICIES):

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.

Fair Value Measurements

Fair Value Measurements

ASC 820, “Fair Value Measurements”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1, defined as observable inputs such as quoted prices in active markets for identical assets or liabilities; Level 2, inputs other than level one that are either directly or indirectly observable such as quoted prices for identical or similar assets or liabilities on markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The Company had no assets or liabilities required to be recorded at fair value on a recurring basis as of December 31, 2016.

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 March 31, 2017.

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 March 31, 2017, there were no deferred taxes.

Share Based Compensation

Share Based Compensation

The Company applies ASC 718, Share-Based Compensation to account for its service providers’ share-based payments. Common stock of the Company was given to service providers to retain their assistance in becoming a U.S. public company, assistance with public company regulations, investors’ communications and public relations with broker-dealers, market makers and other professional services.

In accordance with ASC 718, the Company determines whether a share payment should be classified and accounted for as a liability award or equity award. All grants of share-based payments to service providers classified as equity awards are recognized in the financial statements based on their grant date fair values which are calculated using historical pricing. The Company has elected to recognize compensation expense based on the criteria that the stock awards vest immediately on the issuance date. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent period if actual forfeitures differ from initial estimates. There were no forfeitures of share based compensation.

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 March 31, 2017, there were warrants outstanding for the purchase of 1,555,629 shares of common stock which could potentially dilute future earnings per share.

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LIABILITIES TO RELATED PARTIES (Tables)

3 Months Ended

Mar. 31, 2017

LIABILITIES TO RELATED PARTIES (Tables):

LIABILITIES TO RELATED PARTIES (Tables)

Company liabilities to related parties consist of the following as of March 31, 2017 and December 31, 2016:

		March 31, 2017		December 31, 2016
Shareholder advances	$	73,599	$	61,913

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SCHEDULE OF STOCK WARRANTS (Tables)

3 Months Ended

Mar. 31, 2017

SCHEDULE OF STOCK WARRANTS

SUMMARY OF WARRANT ACTIVITY AS OF MARCH 31, 2017 AND CHANGES DURING THE CURRENT YEAR

A summary of warrant activity as of March 31, 2017 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, 2016	1,918,629	$1.00	0.42	5/30/2017
Issued in Q1 2017 – Investors	-	-	-	-
Issued in Q1 2017 – Services	-	-	-	-
Exercised	-	-	-	-
Forfeited or Expired	363,334	-	-	-
Outstanding March 31, 2017	1,555,295	$1.00	0.44	9/13/2017
Exercisable March 31, 2017	1,555,295	$1.00	0.44	9/13/2017

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GOING CONCERN (Details) - USD ($)	3 Months Ended	80 Months Ended
	Mar. 31, 2017	Mar. 31, 2017
Going concern Details
Operating losses and an accumulated deficit		$ 4,425,973
Incurred a loss	$ 19,345

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Net Loss Per Share (Details)	Mar. 31, 2017 shares
Net loss per share Details
Warrants outstanding for the purchase of shares of common stock	1,555,629

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LIABILITIES TO RELATED PARTIES (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
LIABILITIES TO RELATED PARTIES Details
Shareholder advances	$ 73,599	$ 61,913

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STOCK OPTIONS (Details)	May 28, 2013 shares
Stock Options Details
Shares of common stock have been reserved for awards under the 2013 Plan	1,500,000

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WARRANTS NARRATIVE (Details)	Dec. 31, 2016 $ / shares shares
WARRANTS NARRATIVE DETAILS
Warrants issued | shares	5,418,628
Warrants issued with an exercise price | $ / shares	$ 1.00

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Summary of warrant activity (Details)	3 Months Ended
	Mar. 31, 2017 $ / shares shares
Warrants Plan Options
Outstanding December 31, 2016	1,918,629
Forfeited or expired	363,334
Outstanding March 31, 2017	1,555,295
Exercisable March 31, 2017	1,555,295
Weighted Average Exercise Price
Outstanding December 31, 2016 | $ / shares	$ 1.00
Outstanding March 31, 2017 | $ / shares	1.00
Exercisable March 31, 2017 | $ / shares	$ 1.00
Avg Remaining Contractual Life (Years)
Outstanding December 31, 2016	0.42
Outstanding March 31, 2017	0.44
Exercisable March 31, 2017	0.44

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CAPITAL STOCK (DETAILS) - shares	Mar. 31, 2017	Dec. 31, 2016
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