LINGERIE FIGHTING CHAMPIONSHIPS, INC. - Quarter Report: 2013 May (Form 10-Q)

f10q0513_xodtec.htm

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 May 31, 2013

o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT FOR THE TRANSITION PERIOD FROM __________ TO __________ COMMISSION FILE NUMBER: 333-148005

XODTEC LED, INC.

(Exact name of registrant as specified in its charter)

Nevada		20-8009362
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

P.O. Box 172

Bahama, NC 27503

(Address of principal executive offices, Zip Code)

(267) 350-6511

(Registrant’s telephone number, including area code)

Copies to:

Asher S. Levitsky P.C.

Ellenoff Grossman & Schole LLP

120 East 42nd Street; 11th floor

New York, New York 10017

Phone: (212) 370-1300

Fax: (646) 895-7182

E-mail: alevitsky@egsllp.com

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes o 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 definitions of “large accelerated filer,” ”accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	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 x No o

The number of shares of registrant’s common stock outstanding, as of July 11, 2013: 334,757,357

XODTEC LED, INC.

Form 10-Q

For the Quarter Ended May 31, 2013

TABLE OF CONTENTS

		Page
PART I. - FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Balance Sheets as of May 31, 2013 (unaudited) and February 28, 2013	3
	Unaudited Condensed Statements of Operations and Comprehensive Loss for the three months ended May 31, 2013 and 2012	4
	Unaudited Condensed Statements of Cash Flows for the three months ended May 31, 2013 and 2012	5
	Notes to Unaudited Condensed Financial Statements.	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	8
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	10
Item 4.	Controls and Procedures.	10

PART II - OTHER INFORMATION
Item 6.	Exhibits.11

FORWARD LOOKING STATEMENTS

This report contains forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements, but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this report. Additionally, statements concerning future matters are forward-looking statements.

Although forward-looking statements in this report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the headings “Risks Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our report on Form 10-K for the year ended February 28, 2013 in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-Q and in other reports that we file with the SEC. You are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.

We file reports with the SEC. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us. You can also read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this quarterly report, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

XODTEC LED, INC.
CONDENSED BALANCE SHEETS

	May 31, 2013			February 28, 2013
	(Unaudited)
ASSETS
Current assets
Cash	$	11,624		$	5,960
Total current assets		11,624			5,960

Total assets	$	11,624		$	5,960

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Loans from related parties	$	-		$	125,100
Other current liabilities		117,500			100,499
Total current liabilities		117,500			225,599

Total liabilities		117,500			225,599

Stockholders' deficit
Preferred stock, par value $0.001 per share, 10,000,000 shares authorized,		5,000			5,000
of which 5,000,000 shares are designated as series A convertible preferred stock, of which 5,000,000 shares were outstanding at May 31, 2013 and February 28, 2013.
Common stock, par value $0.001 per share, 400,000,000 and 225,000,000 shares		194,757			194,757
authorized at May 31, 2013 and February 28, 2013, respectively, 194,757,357 shares issued and outstanding
Common stock subscribed		200,000			-
Additional paid in capital		8,022,945			8,022,945
Accumulated deficit		(8,528,578	)		(8,442,341	)

Total stockholders' deficit		(105,876	)		(219,639	)
Total liabilities and stockholders' deficit	$	11,624		$	5,960

The accompanying notes are an integral part of the financial statements.

XODTEC LED, INC.
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS AND
OTHER COMPREHENSIVE LOSS

	Three months ended May 31,
	2013			2012

Revenue	$	-		$	-

Selling, general and administrative expenses		86,237			51,792

Loss from operations		(86,237	)		(51,792	)

Other expense
Interest expense		-			-
Total other expense		-			-

Loss from continuing operations before income taxes		(86,237	)		(51,792	)

Income taxes		-			-

Loss from continuing operations		(86,237	)		(51,792	)
Loss from the operation of the entities spun off		-			(230,455	)
Net Loss	$	(86,237	)	$	(282,247	)

Translation adjustments		-			11,028

Comprehensive loss	$	(86,237	)	$	(271,219	)

Net loss per share
Net loss per share from continuing operations	$	(0.00	)	$	(0.00	)
Net loss per share from entities spun off	$	(0.00	)	$	(0.00	)
Basic and Diluted loss per share*	$	(0.00	)	$	(0.00	)

Weighted average common shares outstanding
- Basic and Diluted		194,757,357			81,771,107

The accompanying notes are an integral part of the financial statements.

* Weighted average number of shares used to compute basic and diluted loss per share is the same as the effect of dilutive securities are anti dilutive.

XODTEC LED, INC.
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

	Three months ended May 31,
	2013			2012

Cash Flows from operating activities:
Net (loss)	$	(86,237	)	$	(282,247	)
Adjustments to reconcile net loss to net cash used in operating activities
provided by (used in) operating activities:
Amortization of deferred assets		-			51,792
Decrease in liabilities:
Other current liabilities		17,001			-

Net cash used in operating activities from continuing operations		(69,236	)		(230,455	)
Net cash provided by operating activities of the entity spun off		-			68,445
Net cash used in operating activities		(69,236	)		(162,010	)

Cash Flows from Investing activities:
Net cash used in investing activities of the entity spun off		-			-
Net cash used in investing activities		-			-

Cash flows from financing activities:
Repayment of loan from related party		(125,100	)		-
Proceeds from issuance of common stock		200,000			-
Net cash provided by financing activities from continuing operations		74,900			-
Net cash provided by financing activities of the entity spun off		-			161,998
Net cash provided by financing activities		74,900			161,998

Effect of exchange rate changes on cash and cash equivalents		-			12

Net increase in cash and cash equivalents		5,664			-
Cash, beginning of the period		5,960			-

Cash, end of the period	$	11,624		$	-

Supplemental disclosures of cash flow information:
Interest paid	$	-		$	3,193
Income taxes paid	$	-		$	2,549

The accompanying notes are an integral part of the financial statements.

XODTEC LED, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

MAY 31, 2013

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Xodtec LED, Inc. (the “Company”) is a Nevada corporation incorporated on November 29, 2006 under the name Sparking Events, Inc. On June 28, 2009, the Company changed its corporate name to Xodtec Group USA, Inc. and on May 17, 2010, the Company changed its corporate name to Xodtec LED, Inc.

Prior to May 31, 2012, the Company, through its subsidiaries, was engaged in the design, marketing and selling of advanced lighting solutions which are designed to use less energy and have a longer life than traditional incandescent, halogen, fluorescent light sources. The Company’s wholly-owned subsidiaries, Xodtec Technology Co., Ltd. (“Xodtec”); Targetek Technology Co., Ltd. (“Targetek”); UP Technology Co., Ltd. (“UP”), are organized under the laws of the Republic of China (Taiwan). The Company also owns a 35% interest in Radiant Sun Development S.A., an inactive company organized under the laws of the Independent State of Samoa (“Radiant Sun”).

On July 13, 2012, pursuant to agreements dated June 5, 2012 and July 13, 2012, the Company entered into agreement with Hui-Yun Lo (“Ms. Lo”), who was then a director, pursuant to which all equity interest in Xodtec, Targetek and UP its 35% interest in Radiant Sun were transferred to Ms. Lo for the cancellation of notes payable to Ms. Lo in the total principal amount of $100,000. As a result of these transactions, the Company had spun off the wholly-owned subsidiaries.

At February 28, 2013, the assets and liabilities of the spun off subsidiaries were not included in assets or liabilities of the Company. For the year ended February 28, 2013, the results of operations of the spun off entities through July 13, 2012 are reflected as a net loss from spun off entities. For the quarter ended May 31, 2012, the results of the operations of the spun-off subsidiaries are reflected as loss from the operation of entities spun off. At May 31, 2013, the Company did not have any subsidiaries.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements (“Interim Financial Statements”) of the Company and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and are presented in accordance with the requirements of Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, these Interim Financial Statements do not include all of the information and notes required by GAAP for complete financial statements. These Interim Financial Statements should be read in conjunction with the consolidation financial statements and notes thereto for the fiscal year ended February 28, 2013 included in the Company’s Form 10-K. In the opinion of management, the Interim Financial Statements included herein contain all adjustments, including normal recurring adjustments considered necessary to present fairly the Company’s financial position, the results of operations and cash flows for the periods presented. The operating results and cash flows for the interim periods presented herein are not necessarily indicative of the results to be expected for any other interim period or the full year.

The accompanying consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the consolidated financial statements, during the three months ended May 31, 2013, the Company generated no revenue, incurred an operating loss and a net loss of approximately $86,000. The Company had a negative cash flow in operating activities amounting approximately $69,000 in the three months ended May 31, 2013, and as of May 31, 2013, the Company’s accumulated deficit was approximately $8,529,000, substantially all of which was generated by operations which have been spun off. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amount of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. However, actual results could differ materially from those results.

Net Loss per Share

The Company calculates its basic and diluted earnings per share in accordance with ASC 260. Basic earnings per share are calculated by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per share are calculated by adjusting the weighted average outstanding shares to assume conversion of all potentially dilutive warrants and options and convertible securities. Because the Company incurred losses for the quarter-ended May 31, 2013, the number of basic and diluted shares of common stock is the same.

Comprehensive Income (Loss)

Comprehensive income (loss) includes accumulated foreign currency translation gains and losses with respect to the spun-off entities.

Common Stock Subscribed

Common stock subscribed represents the proceeds from the sale of common stock for which the shares had not been issued as of May 31, 2013. Upon the issuance of the shares, the amount shown for common stock subscribed will be transferred to common stock, with respect to the par value of the shares, and additional paid in capital with respect to the balance.

NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS

The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on results of operations, financial condition, or cash flows, based on current information.

NOTE 4 – RELATED PARTY TRANSACTIONS

	May 31, 2013		February 28, 2013
Non-interest bearing and payable on demand to chief executive officer of the Company	$	-	$	125,100
Total	$	-	$	125,100

NOTE 5 – CAPITAL STOCK

On May 30, 2013, the Company amended its articles of incorporation to increase the authorized common stock from 225,000,000 shares to 400,000,000 shares. The par value of $0.001 per share remained unchanged.

During May 2013, the Company sold 40,000,000 shares of its common stock at $0.005 per share to investors, for which it received a total of $200,000. As of May 31, 2013, the Company has received the payment of the consideration for the issuance of the shares. The receipt of proceeds was booked under common stock subscribed since the stock issuance was not completed until June 10, 2013.

NOTE 6– INCOME TAXES

The Company did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because the Company has experienced operating losses for U.S. federal income tax purposes since inception. When it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit.

NOTE 7– SUBSEQUENT EVENTS

On June 10, 2013, the Company issued 40,000,000 shares of common stock through private placement to three investors at $0.005 per share for a total of $200,000 as described in Note 5.

In June 2013, the 5,000,000 shares of series A convertible preferred stock were converted into 100,000,000 shares of common stock.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANAYLSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of the results of our operations and financial condition should be read in conjunction with our financial statements and the related notes, which appear elsewhere in this report. The following discussion includes forward-looking statements. For a discussion of important factors that could cause actual results to differ from results discussed in the forward-looking statements, see “Forward Looking Statements.”

Overview

Prior to July 13, 2012, through our subsidiaries we were engaged in design, marketing and selling of advanced lighting solutions which are designed to use less energy and have a longer life than traditional incandescent, halogen, fluorescent light sources. We were not able to generate profits from this business and, for the several years prior to July 13, 2012, we financed our operations primarily through funds provided by our officers and directors.

On July 13, 2012, pursuant to agreements with one of our former directors, we transferred the stock in our subsidiaries and our 35% ownership in an inactive company to the former director in exchange for cancellation of debt totaling $100,000. As a result of the transfer of the subsidiaries, we were no longer engaged in the lighting solutions business. We transferred the stock of the subsidiaries because we felt that, as a result of our continuing losses and our inability to develop the business as we had planned, it was not in our best interest to continue in this business.

On July 14, 2012 Morgan Stanley Smith Barney Custodian fbo Terry Butler Roth IRA (“Butler Roth IRA”) acquired, for nominal consideration, 24,988,621 shares of common stock from the director who acquired the subsidiaries and 19,401,160 shares of common stock from our then chief executive officer, who was also a director. On July 18, 2012, Morgan Stanley Smith Barney Custodian fbo Terry Butler Roth IRA and the Company entered into a loan agreement pursuant to which the Butler Roth IRA agreed to lend us up to $150,000, for which we issued our 6% demand promissory note in the principal amount of $150,000. The securities were issued in Mr. Butler’s name.

On September 14, 2012, we entered into agreement pursuant to which we issued to Terry Butler, our sole director and chief executive officer, 104,829,750 shares of common stock and 5,000,000 shares of a newly-created series of preferred stock, which is designated as the series A convertible preferred stock, in consideration of the cancellation of debt due to Mr. Butler in the amount of $819,319.

On May 23, 2013, Mr. Butler sold to Jia Hang 146,265,531 shares of common stock and 5,000,000 shares of series A convertible preferred stock for a total consideration of $300. The preferred stock becomes convertible upon an amendment to our articles of incorporation which increased our authorized common stock from 225,000,000 to 400,000,000. Following the amendment to our articles of incorporation, Mr. Hang converted his series A convertible preferred stock into 100,000,000 shares of common stock.

We initially planned to focus on providing an internet based security system to companies that would like to replace security guards with video cameras that are monitored 24/7. We would seek to integrate hardware and software to provide a seamless solution. The 24/7 monitoring would be designed to help prevent crimes and property damage by the constant monitoring. Through February 28, 2013, we did not generate any revenue from this new proposed business, and we discontinued our efforts with respect to that business.

We are engaged in preliminary activities in connection with a proposed business in the energy service industry in Indonesia. In this business, we would provide enhanced oil recovery services to existing owners of oil fields in Indonesia. We cannot assure you that we will be able to enter this business, which is subject to numerous regulations and licensing requirements. It will be necessary or us to hire qualified marketing and skilled technical personnel who are familiar with the Indonesian market and the oil recovery business. This industry is highly competitive, and there are company engaged in this business that are well capitalized and have relationships with oil field owners. There are significant other risks involved in this business. We cannot assure you that we will be able to develop this business in the manner which we plan or that, if we develop this business, we will be able to generate revenue or profits from its operations.

Significant Accounting Estimates and Policies

The discussion and analysis of our financial condition and results of operations is based upon our financial statements that have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities. On an on-going basis, we evaluate our estimates including the allowance for doubtful accounts, the salability and recoverability of our products, income taxes and contingencies. We base our estimates on historical experience and on other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Revenue Recognition

Our revenue recognition policies are in compliance with ASC 605. Revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations exist and collectability is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue. Discounts provided to customers by us at the time of sale are recognized as a reduction in sales as the products are sold. Sales taxes are not recorded as a component of sales.

Comprehensive Income

Comprehensive income includes accumulated foreign currency translation gains and losses. We have reported the components of comprehensive income on its statements of stockholders’ equity.

Income Taxes

We account for income taxes in accordance with ASC 740, Income Taxes, which requires that we recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when, in the opinion of management, it is more likely than not that some or all of any deferred tax assets will not be realized.

We adopted ASC 740-10-25, Income Taxes- Overall-Recognition, on January 1, 2007, which provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax position. We must recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. We did not recognize any additional liabilities for uncertain tax positions as a result of the implementation of ASC 740-10-25.

Common Stock Subscribed

Recent accounting pronouncements

We considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on results of operations, financial condition, or cash flows, based on current information.

RESULTS OF OPERATIONS

Three Months Ended May 31, 2013 and 2012

We had no revenue for the three months ended May 31, 2013 or 2012. General and administrative expenses, which consisted primarily of salary and professional fees which were $86,000 for the quarter ended May 31, 2013, as compared to $52,000 for the quarter ended May 31, 2012, a increase of $34,000 or approximately 66.5%.

The loss from operations of the entities spun off for the quarter ended May 31, 2012, which represents the net loss from our lighting solutions business, which was discontinued with the spin off of our former subsidiaries, was $230,000, or $0.00 per share, for the three months ended May 31, 2012. There was no loss for operations spun off for the three months ended May 31, 2013.

As a result of the foregoing, our net loss for the three months ended May 31, 2013 was $86,000, or $0.00 per share (basic and diluted), as compared with a loss of $271,000, or $0.00 per share (basic and diluted), for the three months ended May 31, 2012. Because we incurred a loss, the basic and diluted loss per share are the same.

Liquidity and Capital Resources

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations and otherwise operate on an ongoing basis. At May 31, 2013, we had a cash balance of $12,000, representing the balance of the $200,000 proceeds from the sale of stock after giving effect to the payment of the loan from the chief executive officer. We had a working capital deficiency of $106,000.

During the three months ended May 31, 2013, we financed our operations primarily from the sale of common stock, the proceeds of which were used in part to pay the loan from the chief executive officer.

During the three months ended May 31, 2013, we used $69,000 in our continuing operations, which reflected our net loss of $86,000, representing our general and administrative expenses and a $17,000 decrease in current liabilities. Cash flows from financing activities was $75,000, consisting of the $200,000 proceeds from the sale of stock, net of a payment of the loan to the chief executive officer of $125,000.

We believe that, if we engage in any significant business activities, including our proposed oil recovery service business, we require significant financing for our operations. Because of the absence of both operating activities, we may difficulty raising additional funds through the sale of our equity or debt securities without a plan to engage in or acquire a specific business. The accompanying consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required for smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES.

Our management evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of May 31, 2013.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our chief executive and financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating and implementing possible controls and procedures.

Management conducted its evaluation of disclosure controls and procedures under the supervision of our chief executive and financial officer. Based on that evaluation, our chief executive and financial officer concluded that because of the material weaknesses in internal control over financial reporting described below, our disclosure controls and procedures were not effective as of May 31, 2013.

Changes in Internal Controls over Financial Reporting

There were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the quarter ended May 31, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. We anticipate that, with our proposed entry into a new business, we will seek to implement effective controls over financial reporting, although we recognize that, in view of the small number of employees, segregation of duties may be difficult. As of the date of this report, we have one part-time employee.

PART II - OTHER INFORMATION

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

In May 2013, we sold 40,000,000 shares of common stock at $0.005 per share to investors, for which we received a total of $200,000. The issuance of the shares was exempt from registration pursuant to Regulation S of the Securities and Exchange Commission pursuant the Securities Act of 1933, as amended. None of the investors were United States Persons, as defined in Regulation S. The proceeds from the sale of the shares were used to pay a loan from our chief executive officer in the amount of $125,100 and to pay accrued expenses.

In June 2013, we issued 100,000,000 shares of common stock upon conversion of the series A convertible preferred stock. The issuance of the shares was exempt from registration pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended.

In connection with the foregoing issuances, we did not engage any investment banker or finder and we did not pay any brokers’ or finders’ fee or compensation.

ITEM 6. EXHIBITS

Exhibit	Description of the Exhibit

31.1	Rule 13a-14(a)/15d-14(a) certification by the chief executive officer and chief financial officer.
32.1	Section 1350 certification by the chief executive officer and chief financial officer.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	XODTEC LED, INC.

Date: July 15, 2013	/s/ Terry Butler
	Terry Butler
	Chief Executive Officer