Confidential Private Placement Memorandum Dated November 4, 2013

Prepared By:
The Capital Resource Group, Ltd. 40 Wall Street, Suite 2800 NEW YORK,NY,10005

Attn: Jack Griffin 212-208-0050 ext 101 jg@thecapitalresourcegroup.com

Page Intentionally Left Blank

CONFIDENTIAL PRIVATE OFFERING MEMORANDUM

Dated November 4, 2013 __________________ Name of Recipient Number__________

LED TECHNOLOGIES INCORPORATED

LED Technologies Incorporated, a corporation duly formed and existing under the laws of the State of Delaware (the Company) is offering $3,500,000 of 12% SENIOR SECURED CONVERTIBLE DEBENTURE (the Debentures), on a $500,000 Minimum $3,500,000 Maximum basis (the Offering). The Debentures are offered in Units consisting of $10,000 face amount of Debentures on a 50 Unit Minimum, 350 Unit Maximum basis. Investor must subscribe for a minimum of 1 Unit ($10,000), although the Company may in its discretion accept subscriptions for fractional Units. NEITHER THE UNITS NOR DEBETNURES HAVE BEEN REGISTERED WITH, OR APPROVED BY, THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (SEC) OR ANY STATE SECURTIES REGULATOR AUTHORITY, NOR HAS THE SEC OR ANY SUCH AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS MEMOANDUM. ANY REPRESENTATOIN TO THE CONTRARY IS UNLAWFUL. AN INVESTMENT IN THE COMPANY INVOLVES A HIGH DEGREE OF RISK AND AN INVESTOR SHOULD CAREFULLY CONSIDER ALL THE RISK FACTORS SET FORTH IN THIS MEMORANDUM BEFORE DECIDING TO MAKE AN INVESTMENT. EXCEPT WHERE OTHERWISE PROVIDED BY LAW, SUBSCRIBERS WILL NOT BE ABLE TO CANCEL SUBSCRIPTIONS ONCE ACCEPTED, IRRESPECTIVE OF THE TOTAL NUMBIER OF SHARES SOLD IN THIS OFFERING. SEE RISK FACTORS AND BUSINESS OF THE COMPANY.
Per Unit Total Minimum Offering Total Maximum Offering Price to Investors (1) $ 10,000 $ 500,000 $ 3,500,000 Proceeds to the Company $ 9,000 (2) (4) $ 450,000 (3) (4) $ 3,150,000

Notes to table appear on next page. This Offering is being made pursuant to the exemption from registration under the Securities Act of 1933, as amended, afforded by Rule 506 of Regulation D promulgated there under and will continue until the close of business on March 31, 2014 (the Termination Date), subject to extension for up to 90 business days unless sooner terminated by the Company. See, PLAN OF THE OFFERING and RISK FACTORS. Payment for Units May Be Made by Check, Draft or Wire Transfer Payable To: LED Technologies Incorporated.

LED Technologies Incorporated

Address: 133 County Road 17, Unit 2-B Elizabeth, CO 80107 Tel: (303) 646-0543

Notes Continued From First Page. (1) The Offering includes a Placement Fee or other compensation of up to 10% payable to third parties entitled thereto in connection with the sale of the Units. The Offering will be conducted by our officers and directors who will not be paid compensation in connection with the sale of Units. (2) The Minimum Offering Consists of 50 Units. (3) Since this Offering is being made on a best efforts, minimum/maximum basis, there can be no assurance how many Units beyond the Minimum Offering will be sold. (4) The amounts represent proceeds prior to payment of the Offering expenses, including, legal, accounting, blue sky filings, printing, and other fees of approximately $20,000. The Units and the Debentures (the Offered Securities) are offered pursuant to the exemption from registration in Section 506 of Regulation D under the Act and equivalent exemption under state securities laws, to an unlimited number of accredited investors, and not more than 35 other persons meeting certain suitability requirements. Debentures are secured by the assets of the Company, including inventory and accounts receivable, and pay interest to the Holders of 12% per annum, payable monthly at the rate of 1% per month commencing 30 days after the closing of the Minimum Offering. The Debentures are for an initial term of 2 years. Holders are given the right in their discretion to extend the Maturity of the Debentures for an additional 1 year period. Thereafter, at the discretion of the Company, the Debentures may be extended on not less than 90 days prior written notice during which Holders shall have the right to extend the Debentures or elect to receive payment of the face amount at the Maturity Date. Debentures are redeemable by the Company after the first year of their term on not less 90 days written notice in the event the Company secures a commitment from an Underwriter with respect to a public offering of its securities. Purchasers of the Debentures must acknowledge that they may not transfer or dispose of them unless they are registered or an exemption from registration is available. Debentures are convertible into shares of Common Stock (the Shares) at any time prior to their maturity or redemption, either in whole or in part at a conversion price of $1.00 per Share. The purchase price of Units is payable upon subscription. See PLAN OF THE OFFERING and INVESTOR SUITABILITY STANDARDS. The minimum purchase is 1 Unit. The Company may accept subscriptions for lesser amounts in its sole discretion. Until the Minimum Offering is sold all proceeds will be deposited in an Escrow Account maintained by Marcial and Associates, LLC, Attorneys at Law, 1500 JFK Blvd., Philadelphia, PA, 19102, as Escrow Agent for the Company at PNC BANK, at 401 West Tabor, Philadelphia, Pa 19120. Investors will not earn interest on their deposits. The Company may refuse subscriptions in whole or in part for any reason. Provided that the Minimum number of Units is sold by the Termination Date such proceeds will be made available to the Company. There has been no public market for any of the Offered Securities, and no market is expected or intended to develop after the conclusion of the Offering. The Company has engaged the services of The Capital Resource Group, Inc. (CRG) to assist it in various aspects of its business development and in connection with the preparation of this Offering Memorandum. Any questions concerning the contents of this Memorandum may also be directed to CRG at 212-208-0050, attention Jack Griffin, President. All matters relating to the Company and its business should be directed to the Company as discussed in this Memorandum.

TABLE OF CONTENTS
GENERAL CONDITIONS OF THE OFFERING JURISDICTIONAL NOTES NASAA Uniform Legend For All Non-U.S. Residents State Notice Requirements State Net Worth Requirements Looking Forward Statement SUBSCRIPTIONS BY IRAS AND OTHER PLANS CONFIDENTIALITY INDEPENDENT EVALUATION SUMMARY INFORMATION Summary of the Company The Market Marketing Demographics & Plan Parameters of the Offering Offering Period Minimum Subscription Escrow of Subscription Proceed Restrictions on Transfer of Securities Sale of Units Investor Suitability Risk Factors INVESTOR SUITABILITY STANDARDS TAX ASPECTS HOW TO INVEST BUSINESS OF THE COMPANY General A History of Our Product Offerings

1 2 2 2 3 4 5 5 6 6 7 7 8 9 11 11 11 11 11 12 12 12 13 15 15 16 16 17

Competitive Advantages of Our Products The Market Marketing Plan The Science Behind Our Next Generation Products Future Product Development Acquisition of LED Technologies, LLC Marketing Agreement With Kathy Ireland, LLC Marketing Agreement WithQuadrant Sales & Marketing, Inc. SELECTED FINANCIAL INFORMATION FORECASTED FINANCIAL INFORMATION RISK FACTORS APPLICATION OF PROCEEDS MANAGEMENT EXECUTIVE COMPENSATION PLAN OF DISTRIBUTION DESCRIPTION OF SECURITIES LEGAL PROCEEDINGS ADDITIONAL INFORMATION Appendix A Financial Statements of LED Technology LLC Appendix B Forecasted Financial Statements Appendix C - LED Product Brochures Appendix D Beauty Market Study Appendix E Independent Scientific Studies Appendix F - Form of Investor Questionnaire Appendix G - Form of Subscription Agreement Appendix H - Form of Debenture

18 19 20 22 28 28 29 30 31 32 32 44 46 49 50 51 53 53

GENERAL CONDITIONS OF OFFERING

Any investment in the Company, including the purchase of the Debentures, involve a degree of risk. No market currently exists for the Debentures or the Shares into which they are convertible and the transferability of the Debentures and Shares is restricted. Should an investor desire to liquidate his investment, it is possible that he may not be able to liquidate within the time or upon terms acceptable to him. The Debentures have not been registered pursuant to the Act in reliance upon the exemption from registration provided by section 4(2), Section 506 of Regulation D, and other applicable federal and state exemptions from registration. This Private Offering Memorandum and the exhibits hereto (collectively, the Memorandum) have been submitted on a confidential basis for use by a limited number of sophisticated investors solely for, and should be used only in connection with, a prospective investors consideration of an investment in the Debentures described herein. Its use for any other purpose is not authorized. This Memorandum constitutes an offer only to the offeree to whom the Memorandum has been distributed and whose name appears on the cover hereof. Any reproduction or distribution of this Memorandum or retransmission of its contents is prohibited. This Memorandum contains information of a confidential and proprietary nature. Acceptance of this Memorandum constitutes an agreement by the recipient to maintain the confidentiality of the information contained herein or any additional information subsequently delivered in connection herewith. Prospective investors who accept this Memorandum or become aware of the information contained herein must understand and comply with the extensive federal and state securities law restrictions placed upon their ability to disclose information contained herein to others or to participate in or otherwise affect or facilitate any transactions relating to any securities of the Company. Prospective investors who cannot comply fully with such restrictions should not review the information contained herein and should immediately return this Memorandum to the Company. All Investors will be required to undertake that they will not resell any of the Debentures or Shares except in transactions which do not require registration under the Act, or other applicable law, as confirmed by an acceptable legal opinion, if such legal opinion is required by the Company. The Debentures and Shares will bear a legend describing the foregoing restrictions. Prospective Investors are not to construe the contents of this Memorandum or communications from the Company or its employees or consultants as legal, business or tax advice. Each prospective investor should consult his own attorney, business or tax advisor as to such matters. Management of the Company is making no representation to any offeree or purchaser of the Debentures offered hereby regarding the legality of an investment therein by such offeree or purchaser under appropriate legal investment or similar laws. Neither the delivery of this Memorandum at any time nor any sale made pursuant to this Memorandum shall imply that the information contained herein is correct as of any time subsequent to the date set forth herein.

LED TECHNOLOGIES INCORPORATED

This investment comes with certain risks and is suitable only for persons who have substantial financial resources and meet certain suitability requirements, who do not anticipate that they will be required to liquidate any investment acquired hereunder in the foreseeable future, and who understand or have been advised with respect to any risk factors associated with this Offering. See RISK FACTORS and INVESTOR SUITABILITY STANDARD. Units are offered subject to prior sale and further considerations set forth herein. The Company reserves the right to reject subscriptions in its sole discretion and to withdraw, terminate or modify this Offering at any time. No person has been authorized to give any information or to make any representations in connection with this Offering other than those contained in this Memorandum and, if given or made, such information and representations must not be relied upon as having been authorized by the Company. This Memorandum does not constitute an offer to sell or a solicitation of an offer to buy any securities offered hereby to any person in any jurisdiction where such offer or solicitation is unlawful. The Company has agreed to make available to each potential investor, his representatives and/or advisor, the opportunity to ask questions and receive answers and additional information concerning the terms and conditions of this Offering. Each potential investor and his purchaser representative and/or professional advisors are urged to read in its entirety this Memorandum.

JURISDICTIONAL NOTES
The National Securities Markets Improvement Act (NSMIA) amended Section 18 of the Act to exempt from state regulation any offer or sale of securities exempt from registration pursuant to the Securities and Exchange Commission Rules or Regulations issued under Section 4(2) of the Act. Accordingly, offerings exempt from federal registrations requirements pursuant to Rule 506 of Regulation D are exempt from state registration other than notice filings/state fees. Should an offering fail to comply with Regulation D but still be exempt from federal registration pursuant to Section 4(2), such offering would be subject to state regulation to the same extent as before the enactment of NSMIA.

NASAA Uniform Legend:

In making an investment decision, investors must rely on their own examination of the person or entity creating the securities and the terms of the Offering, including the merits and risks involved. The Offered Securities have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. These securities are subject to restriction on transferability and resale and may not be transferred or resold except as permitted under the Act and the applicable state securities laws, pursuant to registration or exemption there from. Investors are made aware that they will be required to bear the financial risk of this investment for an indefinite period of time.

For All Non-U.S. Residents:

The distribution of this Memorandum and the offering of the Units in certain jurisdictions may be restricted by law. Persons into whose possession this Memorandum comes are required by the Company to inform them about and to observe any such restrictions. This Memorandum does not constitute, and may not be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offering or solicitation is not LED TECHNOLOGIES INCORPORATED

authorized or to any person to whom it is unlawful to make such an offer or solicitation.

State Notice Requirements:

The Units are being offered and sold in reliance or exemption from the registration requirements of the Act and state laws. The Units have not been approved or disapproved by the SEC, any State Securities Commission or other regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of this Offering or the accuracy or adequacy of the Memorandum. A representation to the contrary is unlawful. The following legends relate to offers and sales to persons or entities in, or having a principal place of business within, the states noted. They represent restrictions in addition to those noted above. However, the inclusion of any state below should not be construed to mean that Units are available for sale in such state and, conversely, the omission of any state from the following list should not be construed to mean that Units are not available for sale to residents or entities of such states. Colorado: These securities have not been registered under the Securities Act of 1933, as amended, or the Colorado Securities Act, by reason of specific exemptions thereunder pursuant to Section 11-51-308(1)(p) thereof, which is a safe-harbor type of exemption which does not have offeree/investor number limitations other than those imposed by Rule 506. To comply with this exemption, the securities are restricted from re-sale by federal law (the securities cannot be sold, transferred or otherwise disposed of to any person or entity unless they are subsequently registered or an exemption from registration is available) and they are purchased for investment purposes only. Commissions may not be paid to anyone other than a licensed broker-dealer Connecticut: These securities have not been registered under section 36-485 of the Connecticut Uniform Securities Act and therefore cannot be resold unless they are registered under such Act or unless an exemption from registration is available. Florida: The securities referred to herein will be sold to, and acquired by, the holder in a transaction exempted under section 517061 of the Florida Securities Act. These securities have not been registered under said Act in the State of Florida. In addition, all Florida residents shall have the privilege of voiding the purchase within three (3) days after the first tender of consideration is made by such Purchaser to the Issuer, an Agent of the Issuer, or any Escrow Agent or within three days after the availability of that privilege is communicated to such purchaser, whichever occurs later. New Jersey: The Attorney General of the State of New Jersey has not passed on or endorsed the merits of this Offering. The filing of the Offering with the Bureau of Securities does not constitute approval of the issue or the sale thereof by the Bureau of Securities or the Department of Law and Public Safety for the State of New Jersey. Any representation to the contrary is unlawful. New York: This Memorandum does not knowingly contain an untrue statement of a material fact or knowingly omit to state a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading. It LED TECHNOLOGIES INCORPORATED

contains a fair summary of the material terms of documents purported to summarize herein. This Memorandum has not been filed with or reviewed by the Attorney General of the State of New York prior to its issuance and use. The Attorney General of the State of New York has not passed upon the merits of the offering. Any representation to the contrary is unlawful. New York Investors will be required to represent that he or she has adequate means of providing for his or her current needs and possible personal contingencies, and that he or she has no need for liquidity of this investment. All documents, records and books pertaining to this investment will be made available for inspection by each New York Investor and his or her Attorney or his or her Accountant or his or her Purchaser Representative, and the books and records of the issuer will be available upon reasonable notice, for inspection by investors at reasonable hours at its principal place of business. Pennsylvania: These securities have not been registered under the Act, being exempted from registration under said Act. The availability of that exemption does not mean that the Securities Administrator has passed in any way upon the merits, or qualifications of, these Securities or their offer or sale in the State of Pennsylvania, any representation inconsistent with the foregoing is unlawful. Investors must purchase these securities only for their own benefit. The securities offered hereby have not been registered under Sections 201 of the Pennsylvania Securities Act (The Pennsylvania Act) and may be resold by residents of Pennsylvania only if registered pursuant to the provisions of that act or if an exemption from registration is available. Either the Pennsylvania Securities Commission or any other agency has passed on or endorsed the merits of this Offering, and any representation to the contrary is unlawful.

State Net Worth Requirements:

Residents of Illinois must have either (1) a net worth or joint net worth with the persons spouse of at least $1,000,000, or (ii) an individual income or joint income with the persons spouse in excess of $250,000 in each of the two most recent years, or (iii) is expected to have an income in excess of $250,000 in the current year or (iv) is not a natural person and in which at least 90% of the equity interest is owned by persons meeting the net worth or income and net worth requirement above. Residents of Indiana must have (i) a net worth (exclusive of home, furnishings and automobiles) of 3 times the investment but not less than $75,000 or (ii) a net worth (exclusive of home, furnishings and automobiles) of twice the investment but not less than $30,000 and a gross income of $30,000. Residents of Kentucky must have (i) a net worth of at least $100,000 or (ii) a net worth of at least $10,000 and an annual income of at least $10,000. All New York investors will be required to represent that they understand that the Offering may be made only to those non-accredited residents of New York who (i) have a net worth (alone or jointly with a spouse, but exclusive of home furnishings and automobiles) of three times the amount of the investment and an adjusted gross income (alone or jointly with an spouse) of $75,000 or (ii) a net worth (alone or jointly with a spouse, but exclusive of home furnishings and automobiles) of five (5) times the amount invested.

LED TECHNOLOGIES INCORPORATED

Residents of North Carolina must have either (i) a net worth of at least $100,000 or (ii) a net worth of at least $10,000 and an annual income of at least $10,000. Residents of Pennsylvania must not subscribe to amounts in excess of 20% of their net worth.

Forward Looking Statement

The statements contained in this Memorandum which are not historical facts are forwardlooking statements (as defined in the Private Securities Litigation Reform Act of 1995), which can be identified by the use of forward-looking words such as believes, expects, may, will, should, or anticipates, or the negative thereof, or other variations thereon or comparable words, or by discussion of strategy that involves risk and uncertainties. Management wishes to caution the reader that these forward-looking statements, including without limitation, statements regarding the development of the Companys business, the markets for its services, the Companys anticipated sources of financing and capital expenditures in the future, regulation of the Companys business, and other statements contained herein regard in matters that are not historical facts, are only forecasts or predictions. No assurances can be given that such forecasts or predictions will prove correct or that the anticipated future results will be achieved; actual events or results may differ materially, either because one or more of the assumptions upon which such forecasts or predictions are based prove to be erroneous, or as a result of risks facing the Company, that could cause actual results to differ materially from the future results indicated, expressed, or implied in such forward-looking statements.

SUBSCRIPTIONS BY IRAs & OTHER PLANS

Before investing in these securities, Fund Managers and other fiduciaries of IRAs Keogh Plans and qualified retirement plans should carefully consider whether such an investment is consistent with their fiduciary responsibilities. Fund Managers and other fiduciaries of IRAs that are set up as part of a plan sponsored and maintained by an employer, as well as Fund Managers and fiduciaries of Keogh Plans under which employees, in addition to selfemployed individuals, are participants, are governed by the fiduciary responsibility provisions of the employment Retirement Income Security Act of 1974 (ERISA). An investment in a plan covered by ERISA must be made in accordance with the general obligation of fiduciaries under ERISA to discharge their duties (i) for the exclusive purpose of providing benefits to participants and their beneficiaries, (ii) with the same standard of care that would be exercised by a prudent man acting under similar circumstances, (iii) in such a manner as to diversify the investments of the plan, unless it its clearly prudent not to do so, and (iv) in accordance with documents establishing the plan. Depending on the particular circumstances involved, a fiduciarys decision to cause a plan covered by ERISA to invest in these securities could be viewed as inconsistent with one or more of these criteria, and therefore as a violation of the fiduciarys duty. However, in the case of a plan which provides for individual accounts (for example, an IRA or self-directed Keogh Plan) and which permits a participation or beneficiary to exercise independent control over the assets in its individual account, the plans fiduciaries will not be liable for any investment loss or for any breach that results from such exercise of control by the participant or beneficiary. Beyond their duty to comply with the general fiduciary obligations set out

LED TECHNOLOGIES INCORPORATED

above, fund managers and other fiduciaries should be aware that an investment in these securities may raise special fiduciary problems under ERISA.

CONFIDENTIALITY
The information contained in this Memorandum is confidential and proprietary to the Company and is being submitted to prospective investors solely for such investors confidential use with the express understanding that, without the prior written permission of the Company, such prospective investors will not release this document or discuss the information contained herein or make reproductions of or otherwise use this Memorandum for any purpose other than evaluating a potential investment in the Units described herein. The Memorandum contains certain financial and other information (incorporated by reference or otherwise) concerning the Company that is material, non-public information and should be treated as confidential. Receipt and acceptance of this Memorandum constitutes the recipients acknowledgement that the information contained herein will be maintained in strict confidence by the recipient and will not be disclosed to any third parties.

INDEPENDENT EVALUATION
This Memorandum does not purport to be all-inclusive or to contain all the information that a prospective investor may desire in evaluating an investment in the Debentures. Prior to the consummation of the offer and sale of any of the Debentures, the Company will afford prospective investors an opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of the Debentures, the Company or other relevant matters and to obtain additional information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense. Any such questions should be directed to Lloyd Nelson, Chief Executive Officer of the Company, at the corporate address. No person or entity has been authorized to give or make representations about the Company of the Offering and, if given or made, any such information or representations by any other person or entity must not be relied upon as having been authorized by the Company. Each prospective investor must conduct and rely on his own evaluation of the Company and terms of the Offering (including the merits and risks involved) in making an investment decision with respect to the Debentures described herein.

Each prospective investor further confirms that he has not relied upon any representation or statement about the Company, its future prospects or the ability to sell or transfer the securities acquired herein in the future that is not contained in this Memorandum. See RISK FACTORS.

LED TECHNOLOGIES INCORPORATED

SUMMARY INFORMATION
A - SUMMARY OF THE COMPANY

LED Technologies Incorporated (referred to as the Company, we, us, or our) is a Delaware corporation, incorporated in August 2013, headquartered in Colorado, with its executive offices presently located in Elizabeth, Colorado. A portion of the proceeds of this Offering are intended to relocate to a new facility more centrally located in Southern Denver. Our new facility will allow us to house all corporate activities, including Management, Sales & Marketing, Engineering, Warehousing, R&D, Finance, FDA Support, and IT functions, in a single location. A significant portion of the proceeds from this Offering are intended to be used to acquire the business, operations and technology of LED Technologies, LLC (LED), a Colorado limited liability company founded in 2004 by Brent Safer and Ron Ferguson. LED was organized to develop and produce patented FDA Cleared Class II medical devices based upon NASA research used to treat injuries in space. Additionally, all of our products bear the CE marking which indicates compliance with European Union legislation of a product wherever in the world manufactured, and enables its free movement within the European market. Since incorporation we have been engaged in planning the continued commercialization of the LED Light Therapy products, completion of our business plan, negotiation of the terms upon which we will acquire 100% ownership of LED Technologies, LLC (our predecessor company which completed the initial development of the LED Light Therapy technology, filing of currently pending patent applications, development and licensing with the FDA of our current product offerings) and the development and implementation of a comprehensive marketing and financing plan for our initial operations as discussed in this Memorandum. See, BUSINESS OF THE COMPANY

Acquisition of LED Technologies, LLC.

As discussed in greater detail later in this Memorandum, the basis of the science behind LED Light Therapy is replicating specific spectrums of non-UV light naturally produced by the sun that elicits specific cellular reactions within our bodies. Each spectrum of light delivered by the sun creates a specific response by the human body from cellular growth, creation of vitamin D, elimination of bacteria, increased vascular circulation. LED acknowledged the opportunity to capitalize on the aging population and the corresponding active lifestyle and initially chose to enter this market with Pain Relief and Anti-Aging spectrum devices. Shortly thereafter, LED realized the opportunity to serve over 40 million adults in the US suffering from adult acne and entered the acne market. With respect to the use of light therapy in the field of pain relief, scientific research has proven the efficacy of 660nm (red) & 880nm (infrared) light spectrums in the management of sports and muscle injuries, soft tissue recovery and general treatment of pain. LEDs FDA clearance extends into the treatment of pain and temporary relief of muscle spasms, joint pains, aches & stiffness associated with but not limited to Arthritis. In the field of antiaging products and treatments, clinical research has proven that 625nm (red) and 830nm (infrared) light spectrums enhance cellular metabolism, accelerating the repair and replacement of damaged skin cells, production of collagen and elastin in the skin. Clinical studies have shown that skins cells grow 150%-200% faster when exposed to these wavelengths, delivering therapeutic benefits to living tissue. Additionally medical studies have proven the efficacy of 415nm (non-UV) blue light spectrum in the treatment of Acne. This light spectrum targets and destroys bacteria within the dermis layers that cause acne and other bacteria related skin ailments showing fast and safe results within days.

LED TECHNOLOGIES INCORPORATED

Of particular significance to the future market potential of our LED Light Therapy products is the fact that they work in conjunction with virtually all of the currently existing therapeutical anti-aging creams and ointments in the market. A number of scientific studies, including studies by NASA, Harvard University and DARPA, have confirmed that by using LED Light Therapy in conjunction with the existing topical anti-aging creams and ointments, the effect is to increase the effectiveness of the anti-ageing topical by as much as 12.5 times their normal effect. Basically these studies have shown that existing anti-aging topical products work even better when used in conjunction with LED Light Therapy. As a result, Management is currently working with a major formulator and manufacturer of these creams and topical products to develop and market our own proprietary prestige line of topical creams and ointments. See, BUSINESS OF THE COMPANY - The Science

Behind Our Next Generation Products, and Future Product Development.

A key scientific difference in how LED products perform versus other Light Therapy products currently in the market place is LEDs proprietary deep penetration light or DPL technology designed to deliver specific light spectrums much deeper (up to 2.5 inches) into the body tissue penetrating muscles, joints and bones. LED includes DPL technology into every device currently manufactured. The ultimate benefits of LEDs DPL Light Therapy products are: All Natural Non-invasive Non-ablative Non-Habitual Non Prescription Drug & Chemical Free Affordable -Safe for all ages and skin types.

See BUSINESS OF THE COMPANY Our Current Product Offerings below for a detailed discussion of the LED products and the underlying technology. As a primary purpose of this Offering is for us to acquire the existing business and technology of LED, all further references in this Memorandum to the Company shall refer to LED and its business operations and technology to the same extent as if the acquisition were completed. The term and conditions of our acquisition of LED have been fully established and the only remaining condition to effecting our acquisition is completion of this Offering and availability of funding. For detail of the terms and condition of our planned acquisition see BUSINESS OF THE COMPANY Acquisition of LED Technologies, LLC.
We currently have product manufacturing relationships both in the United States and China and closely monitor the economic environment with regards to Manufacturing to determine the best consolidated location to produce our products. Our primary manufacturing concern will be the ability to economically mass produce our channel specific products in order to satisfy our customer demands. The decision to consolidate or diversify our manufacturing operations will be determined by the individual product demands in the future with an eye to the best and most economic manner to achieve our goal of becoming the premier provider of consumer grade lifestyle Light Therapy products in the health, beauty, lifestyle, and living environments sectors.

B - THE MARKET

We believe that our products will occupy a highly favorable market position as currently

LED TECHNOLOGIES INCORPORATED

there is no other panel or universal light therapy system offered for direct-to-consumer at home use. All competitive panel systems currently exist as commercial products, used primarily in High-End Spas, Dermatologists offices and Medical Spas, and in the medical arena in Physical Therapist, Chiropractor, and Alternative Medicine offices. These competitive panel systems cost many thousands of dollars putting them beyond the average consumer for at-home use, while our products have been designed and priced to be affordably by a wide range of consumers. Between the skin care use (including treatment of acne and related skin disorders, and the pain use), our target market is every household. Having products of different price points and functionality allows us to reach and saturate a larger customer base through multiple channels of distribution. The core essence of our product line, health and beauty, coincides with two of the most liberal usages of discretionary income in todays society. With health care cost rising, noninvasive beauty treatments growing, and an aging population base, our Light Therapy products are well placed to take advantage of this global opportunity. Pursuant our newly reached agreement with QVC, we recently introduced our initial pain therapy product to their home shopping audience. The reception to this product exceeded our expectations and we sold 2,150 units in only 17 minutes. As a result we received an additional order from QVC for delivery of another 3,580 units in late September and in October a third order for an additional 7,150 for December delivery. We have been advised by QVC that the current returns of products are at 14.7%, well below QVCs target number of 28% for personal tools.

C - MARKETING DEMOGRAPHICS AND PLAN

Beauty Segment Characteristics: Consumers in the beauty products market are 75% female and 25% male with an active lifestyle. They are concerned about social and environmental issues. Mind and body wellness are important to them, and they are interested in alternative health care products. The effects of aging and the maintenance of a youthful appearance are a part of their life. Market Channel Availability: Customers for beauty products can be reached through a number of traditional channels including; Retail Outlets (Department, Drug, Club & Mass Merchandise Stores) On-line Retailers (SkinStore, Sharper Image, Brookstone, Drugstore.com) Specialty Stores (Ulta, Sephora, Bath & Body Works, Sallys Beauty) Catalogues (Hammacher Schlemmer, Gaiam, Gold Violin, SkyMall) Multi-Level Marketing (Mary Kay, NuSkin, Arbonne, Pangia) Direct Response (TV Media, Digital Marketing, Affiliate Marketing) Private Label (Beauty Wholesalers, Cosmetic Companies, International)

Pain Segment Characteristics: The area of pain management impacts all consumers, and treats a large variety of ailments, including but not limited to arthritis, carpal tunnel syndrome and all sorts of muscle pain, including situational as well as chronic suffering. There is no typical profile for customers who will be interested in this group of products as everyone, at some point in their lives, experiences pain issues of a lesser or greater degree.

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Market Channel Availability: Pain management products can be marketed through the same channels as our beauty products. As above, these include; Retail (Drug, Club & Mass Merchandise Stores) On-line Retailers (Overstock, Sharper Image, Drugstore) Specialty Stores (Back Stores, Spine Stores, Good Feet) Catalogues (Hammacher Schlemmer, Gaiam, Gold Violin, SkyMall) Multi-Level Marketing ( Melaleuca, Amway) Direct Response (TV Media, Digital Marketing, Affiliate Marketing) Private Label (Medical Distributors, Sports Brands, International)

Our Marketing Plan was developed based upon a multi-channel concept, combining a wholesale distribution network with retail, e-commerce, direct response and consumer catalogue strategies. Sales to our channel customers will be handled by both internal and external resources. Internal sales personnel are channel specific creating a level of expertise so as to assist our customers in building their business with our products. External resources or Rep Firms are contracted to help develop and penetrate specific channels. Rep Firms operate completely on commission and represent multiple brands in specific channels of business. We plan to evaluate and take advantage of the appropriate Rep Firms based upon their customer network and product portfolio and expect to benefit from contracting with Rep Firms that represent other more established brands within specific channels enabling much needed face time with key decision makers. In summary, our plan is to market to consumers through a multi-level and multi-brand strategy in efforts to provide broad channel availability to our customer base. Our products will be available through Retailers, Beauty Supply Wholesalers, Medical Distributors, On-line Retailers, National Catalogs, National Spa chains and Direct Response campaigns. Due to the breadth of our Light Therapy product line up, our customer varies greatly by product and functionality. Each of our products reaches a distinct user profiles as outlined below: dpl Panel Light Therapy System coined as the panel system. Males & Female 45+ suffering from day to day pain management. Females 35+ requiring professional grade anti-aging or wrinkle reversal treatments. dpl Handheld Light Therapy System coined as the handheld system. Males & Females 45+ suffering from day to day pain management. Females 35+ requiring affordable and effective anti-aging or wrinkle reversal treatments Males & Females 12-30 suffering from Acne related issues. dpl Universal Wrap System coined as the flex system. Males & Females all ages suffering from more acute pain or needing injury recovery treatments Our marketing program for each of these product categories will be tailored to appeal to the target market indicated. There are a number of new demand trends that have impacted the

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market and created greater opportunities. These trends include a returning to age old, time proven, natural remedies. More consumers are looking for holistic and healing benefits from their skin care products, and today's consumer are more informed and inquisitive about the benefits of personal care products. We believe that our products are at the forefront of these developing consumer trends. See, MANAGEMENT and At present LED Technologies Inc., is located at 133 County Road 17, Unit 2-B, Elizabeth, CO 80107. Our telephone number is (303) 646-0543.

BUSINESS OF THE COMPANY.

D - PARAMETERS OF THE OFFERING

By the terms of this Memorandum we propose to raise up to $3,500,000 through the sale of 12% Senior Secured Convertible Debentures (the Debentures) offering a total of 350 Units, each consisting of $10,000 face value of Debentures, on a 50 Unit Minimum/350 Unit Maximum Basis. In addition, as a further inducement to investors, each investor who purchases Units in this Offering will be entitled to select one of the Companys products as a gift from the Company. The selection can be made from the products listed in Appendix B annexed to this Memorandum. The proceeds from the sale of the Debentures will be used to fully establish our operations as detailed in this Memorandum. See, APPLICATION OF PROCEEDS. This Offering is made in reliance on its eligibility under Rule 506 of Regulation D promulgated under the Act and the exemption from registration provided by Section 4(2) of the Act, and equivalent exemptions under state securities laws.

E - OFFERING PERIOD

This Offering will commence on the date of this Memorandum and continue until the close of business March 31, 2014 (the Offering Period) unless extended for up to an additional ninety (90) business days. If the Minimum Offering is completed by the end of the Offering Period (or any extension thereof), this Offering will continue on a best efforts basis until all Units are sold or until the end of the Offering Period, whichever occurs first. Since the Maximum Offering is on a best efforts basis, there is no assurance all Units will be sold.

F - MINIMUM SUBSCRIPTION

The Offering involves a minimum sale of 50 Units or $500,000, and a maximum of 350 Units or $3,500,000. While the minimum subscription price to investors is $10,000 (1 Unit), we reserve the right to accept subscription offers for less if deemed to be in our interest and in so far as permitted by law. Additional Subscriptions may be in such increments as Management, in its sole discretion, deems appropriate.

G - ESCROW OF SUBSCRIPTION PROCEEDS

All subscriptions proceeds will be deposited in a segregated Escrow Account maintained for such purpose by Marcial and Associates, LLC, Attorneys at Law, 1500 JFK Blvd., Suite 200, Philadelphia, PA 19102, Escrow Agent for the Company, at PNC Bank until the Minimum Offering is sold or until the end of the Offering Period, whichever occurs sooner. If the Minimum Offering is not sold by the end of the Offering Period all proceeds will be returned to subscribers without deduction for any of the costs of the Offering and without interest. After the Minimum Offering is sold, subscriptions will immediately be made available for use by us as discussed in this Memorandum.

H - RESTRICTION ON TRANSFER OF SECURITIES

None of the Debentures are registered under the Act and, therefore, are unregistered securities as defined under the Act subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Act and such laws pursuant LED TECHNOLOGIES INCORPORATED

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to registration or exemption therefore. The Debentures are convertible into Shares at any time prior to their maturity, either in whole or in part at a conversion price of $1.00 per Share. Should an investor elect to convert all or a portion of his Debentures into Shares, the Shares issuable upon such conversion will also be unregistered securities.

Subscriptions for Units will be offered through our Officers and Directors and other who are qualified to do so. All Investors must properly execute a Subscription Agreement and Investor Questionnaire and forward them with a check payable to the Company as instructed in the Subscription Agreement in order to effect a purchase. Subscriptions are not effective until accepted by the Company.

I - SALE OF UNITS

J - INVESTOR SUITABILITY

This Offering is being made pursuant to the exemption from the registration requirements of Section 5 of the Act provided by Rule 506 of Regulation D promulgated there under and similar exemptions provided under the securities laws of various states. Subscribers must meet the suitability requirements specified under INVESTOR SUITABILITY STANDARDS set forth in this Memorandum and as may otherwise be required wider the laws of their state of domicile.

K - RISK FACTORS

The business of the Company is subject to numerous risks that must be carefully considered prior to making an investment. Among these are the following: (i) the Company is a start-up entity with extremely limited financial resources and is, therefore, subject to all the risks inherent in any new business venture; (ii) the market for cosmetic, anti-aging and pain relief growth is already highly competitive, with many well-known brands leading the industry. Our ability to compete effectively and generate revenue will be based upon our ability to create awareness of our products distinct from those of our competitors; (iii) there is no assurance the maximum number of Units will be sold in this Offering. Although we believe that we can establish and sustain profitable commercial operations even if only the Minimum Offering is sold, we will require substantial additional capital in order to fully implement the expansion of our business plan and achieve our full commercial potential; (iv) The basis upon which our Debentures may be converted by the Holder into shares of our Common Stock was established on an arbitrary basis based upon Managements evaluation of the future potential of our proprietary technology and the forecasted economics of our operations both as they currently exist and as we project the future expansion of such operations, and bears no relationship to book or asset values or any other established criteria of value; (v) After this Offering, assuming the sale of all of the Units and the conversion of all the Debentures into common stock, the Companys current shareholders will continue to own approximately 87.5% of our then issued and outstanding shares of common stock. As a result, they will have control over all matters requiring approval by our stockholders without the approval of minority stockholders. In addition, they will also be able to elect all of the members of our Board of Directors, which will allow them to control our affairs and management; (vi) Some of the components used in our products are sourced from international suppliers. This exposes the Company to an additional risk of increased costs if the foreign currency exchange rates change unfavorably;

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The markets for our products are intensely competitive and many of our competitors are much larger and have substantially more financial and human resources than we do. Many have long histories and strong reputations within the industry and a relatively small number of companies dominate these markets. Competition in our markets is intense and we expect it to increase. Competition arises from laser and other light-based products, as well as from other treatment modalities and alternate technologies (not based upon lightbased technology). Competitors range in size from small, single product companies to large, multifaceted corporations. There are numerous other risk factors that should be considered before making an investment in the Company. Although the securities offered are Debentures which pay a fixed return which we believe is well in excess of comparable investment opportunities currently available in the market, and which are not subject to the many risks that are involved in equity investments, all the risks faced by the Company should be considered in reaching your decision to purchase the Debentures being offered, particularly should you elect to convert your Debentures into shares of common stock in the future. See RISK FACTORS for a more complete discussion of all applicable risks of this Offering.

(vii)

INVESTOR SUITABILITY STANDARDS

This Offering is being made pursuant to the exemption provided by Rule 506 of Regulation D promulgated under the Act, subject to compliance with the requirements of the rules and the equivalent exemption provided under state securities laws, where available. Neither the SEC the Administrator of any state regulatory agency has passed upon the merits of the Debentures being offered or of the adequacy of this Memorandum. Any representations to the contrary are a criminal offence. The Debentures, as well as the Shares into which they may be converted, will be unregistered securities, as that term is defined under the Act and will have severe restrictions against further transfer thereof. Therefore, the sale of any of the Units herein will be restricted to accredited investors as that term is defined under the Act (see discussion below) and to not more than thirty-five (35) other non-accredited investors. The Company requires any potential investor to represent that he knows that the Debentures and the Shares may not be readily sold due to restrictions imposed by various state securities commission and because there is no public market therefore. An investor should understand that he should not invest in the Company unless he has available other liquid assets to ensure that the investment in the Company will not cause any undue financial difficulties or affect the investors ability to provide for current needs and personal financial contingencies. Each prospective purchaser must be at least 21 years of age. The standards set forth herein represent minimum suitability requirements for prospective investors and the satisfaction of such standards does not necessarily mean that an investment in the Company is suitable for a particular Subscriber. Prior to the sale of any of the Units, the Company will require prospective investors to complete and return an investor suitability questionnaire, and to execute and return the Subscription Agreement to ensure that all requirements relating to suitability are met. THIS OFFERING IS BEING MADE PURSUANT TO SECTIONS 3(b), 4(2) AND 4(6) ACT, AND SPECIFICALLY RULE 506 OF REGULATION D PROMOGULATED THEREUNDER.

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SUBSCRIPTIONS WILL BE ACCEPETED ONLY FROM PURCHASERS QUALIFIED AS ACCREDITED INVESTORS AS DEFINED UNDER RULE 501 OF REGULATION D OF THE ACT AND FROM NOT MORE THAN 35 OTHER PURCHASERS WHO ARE NOT ACCREDITED INVESTORS BUT WHO MEET THE MINIMUM SUITABILITY STANDARDS DESCRIBED HEREIN. ADDITIONAL REQUIREMENTS MAY APPLY TO INVESTORS BASED UPON THE LAWS OF THEIR STATE OF RESIDENCE. No person should purchase the Units offered unless he is personally convinced and or/advised by a qualified advisor of his own choosing that this investment is financially suitable for him, after considering the information discussed in this Memorandum and all other materials and documents made available to him in connection with this Offering. Prospective investors are urged to request any addition information they may consider necessary to make an informed investment decision. Regulation D Offerings Each prospective investor must represent in the Subscription Agreement that he is acquiring the Units for investment and not with a view to resell or distribute any of the Debentures he acquires. Accredited Investors As defined by Regulation D, an investor is generally an Accredited Investor if he meets one or more of the following criteria: A. Investor is an individual and: That he has a net worth, or joint net worth with his spouse, in excess of $1,000,000 (including both liquid and non-liquid assets but exclusive of primary residence); or That he had annual income in excess of $200,000 for each of the past two years and reasonably expects to have annual income in excess of $200,000 for the present year; or That he is a director or officer of the Company or any of its subsidiaries. B. The investor is a corporation or partnership with total assets in excess of $5,000,000 and was NOT organized for the purpose of making this particular investment. C. The investor is a private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940 [a U.S. venture capital fund which invests primarily through private placements in non-publicly traded securities and makes available, either directly or through co-investors, to the portfolio companies significant guidance concerning management, operations or business objectives. D. The investor is a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Act of 1958. E. An Investment Company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act. F. A Trust not organized to make this particular investment, with total assets in excess of $5,000,000 whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of the Securities Act of 1933, as amended and who completes this Questionnaire.

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G. An Employee Benefit Plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 (i) whose investment decision is made by a fiduciary which is either a bank, saving and loan association, insurance company or registered investment advisor, or (ii) whose total assets exceed $5,000,000 or (iii) if a self-directed plan, whose investment decisions are made solely by a person who is an accredited investor and who completes this Questionnaire. H. An entity not located in the United States none of whose equity owners are U.S. citizens or U.S. residents. I. An entity in which all of the equity owners are accredited investors. For the purpose of suitability, an equity owner is (i) a shareholder in the case of a corporation; (ii) a general or limited partnership in the case of a partnership; (iii) a grantor in the case of a revocable trust; (iv) a member in the case of a limited liability company; or a trustee and / or beneficiary in the case of an irrevocable trust. Units are meant to be offered only to persons who are Accredited Investors.

TAX ASPECTS
This Memorandum does not discuss the tax treatment that maybe anticipated resulting from the ownership or disposition of the Debentures or of the interest that investors will receive from the Debentures. The tax consequences arising from distributions that may be paid on the Debentures may be material to an investors decision to invest. POTENTIAL INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX TREATMENT THAT MAY BE ANTICIPATED TO RESULT FROM THE OWNERSHIP OR DISPOSITION OF THE DEBENTURES, INCLUDING THE APPLICATION OF THE INTERNAL REVENUE OF 1986, AS AMENDED, AS WELL AS FOREIGN, STATE OR LOCAL TAX LAWS OR ESTATE AND GIFT TAX CONSIDERATIONS. THE COMAPANY MAKES NO REPRESENTATION AS TO SUCH MATTERS.

HOW TO INVEST
A person meeting the suitability standards described above under INVESTOR SUITABILITY STANDARDS may subscribe for Units as follows: Complete and execute the Signature Page of the Subscription Agreement received with this Memorandum. By executing the Signature Page and by paying the purchase price for the Units subscribed for an investor will be bound by the terms of the Subscription Agreement. Deliver a check for the purchase price of the Units being subscribed for, made payable to LED Technologies, Incorporated together with the completed, executed Investor Questionnaire directly to Marcial and Associates, LLC, Escrow Agent for the Company, at 1500 JFK Blvd., Suite 200, Philadelphia, PA, 19102. All subscription proceeds for Units will be deposited in the Escrow Account maintained by the Escrow Agent. Subscription proceed may be released to the Company at such times as the Minimum Offering is sold and clear funds there from are held in Escrow Account and periodically thereafter until the completion of the Offering Period at which time any proceeds

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then being held will be released to the Company. Except as otherwise provided by state law, once a Subscription is accepted by the Company it may not be revoked or withdrawn without permission of the Company. The Company will make available to prospective qualified investors, prior to the closing, the opportunity to ask questions of and receive answers from the Company, or persons authorized to act on behalf of the Company, concerning the terms and conditions of the Offering and the business and operations of the Company, and to obtain any additional information to the extent the Company possesses such information or can obtain it without unreasonable cost or expense. This Memorandum may contain summaries, believed by the Company to be accurate, of certain agreements and other documents. All such summaries are qualified in their entirety by reference to such agreements or documents referred to herein, which documents will be made available on request to qualified prospective investors. Prospective investors should not construe the contents of this Memorandum or any prior or subsequent communications from the Company, or any of its agents, officers, or representatives, as legal advice. Each prospective investor should consult his own advisors as to legal, tax and related matters concerning an investment in the Company.

BUSINESS OF THE COMPANY

A - GENERAL
LED Technologies Incorporated is a Delaware corporation, incorporated in August 2013, headquartered in Colorado, with its executive offices presently located in Elizabeth, Colorado. A portion of the proceeds of this Offering are intend to relocate to a new facility more centrally located in Southern Denver. Our new facility will allow us to house all corporate activities, including Management, Sales & Marketing, Engineering, Warehousing, R&D, Finance, FDA Support, and IT functions, in a single location. A primary purpose of this Offering is for us to acquire the existing business and technology of LED and continue the commercialization of LEDs products and technology. LED was organized to develop and produce patented FDA Cleared Class II medical devices based upon NASA research used to treat injuries in space. Additionally, all of our products now bear the CE marking which indicates compliance with European Union legislation of a product wherever in the world manufactured, and enables its free movement within the European Market. A significant portion of the proceeds from this Offering are intended to be used for completion of this acquisition. The term and conditions of our acquisition of LED have been fully established and the only remaining condition to effecting our acquisition is completion of this Offering and availability of funding. For detail of the terms and condition of our planned acquisition see BUSINESS OF THE COMPANY Acquisition of LED Technologies, LLC below. Since incorporation we have been engaged in planning the continued commercialization of the LED Light Therapy products, completion of our business plan, negotiation of the terms upon which we will acquire 100% ownership of LED Technologies, LLC (our predecessor company which completed the initial development of the LED Light Therapy technology), filing of currently pending patent applications, development and licensing with the FDA of our current product offerings and the development and implementation of a comprehensive marketing and financing plan for our initial operations as discussed in this Memorandum.

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B - A HISTORY OF OUR PRODUCT OFFERINGS

Our initial product, the dpl Therapy Panel System, was developed in 2004 and designed to provide pain relief for numerous medical conditions and reverse facial aging effects. The dpl Therapy Panel Systems LEDs and circuit boards are produced in contract facilities in China, and the remainder of the system is manufactured, assembled and shipped to our facility in Elizabeth Colorado. In 2009 we added multiple accessories to the dpl Therapy Panel system to include a pain cream, a skin care peptide line as well as a series of straps to enhance the user experience. These accessories are designed to create a reoccurring revenue stream for our company. Also in 2009, we developed a portable and economical handheld light therapy product branded the dpl Nve Light Therapy System This device was developed from customers requesting a portable on the go device that could travel with them outside of the home. The dpl Nve Light Therapy System is FDA cleared and comes in three separate treatment systems; Pain Relief, Anti-Aging, and Acne Treatment. The handheld device is able to support interchangeable treatment heads creating additional reoccurring revenue from additional treatment and replacement heads. In 2013, we debuted the dpl Flex Light Therapy System designed for the more active person serious about their pain treatment and injury recovery. The dpl Flex Light Therapy System is designed with multiple body position straps (Back, Shoulder, Neck, knee and Elbow) to support complete body treatment ability. This product will be available to consumers through Sporting Goods & Athletic retailers as well as to professionals like Physical Therapists, Chiropractors and Orthopedics via Medical Distribution partners. In June 2013, we launched a new retail branded product line named reVive Light Therapy under a licensing agreement with Kathy Ireland which has been approved by Bed Bath & Beyond and is currently being reviewed in several other Drug, Beauty, Department, Mass Merchandise and Online retail outlets. 2013 also brought on another high level celebrity model skincare partner in Jennifer Flavin-Stallone, the founder of Serious Skin Care, currently the top selling brand for HSN. We have entered into a Private Label arrangement for SSC which will be sold exclusively through HSN starting October, 2013. See Agreement With Kathy Ireland below. We are in discussion with the 3rd largest Cosmetic Network Marketing Company to provide a similar Private Label product for their 300,000 global sales agents. We anticipate consummating this arrangement by the end of 2013 and deliver the first units by mid-2014. 2014 will signal another significant achievement for us as we begin to expand distribution internationally with some key partners in Europe, Latin America and Australia. Potential celebrity partnerships are Bar Rafaeli Europe/Middle East, Selma Hayek-Latin America and Elle McPherson-Australia. We also produce a full line of accessories to support additional sales and revenue opportunities, including dpl Peptide Serum, dpl Advanced Peptide Serum, Deep

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Penetrating Pain Cream, multiple body straps, user attachments and extended warranties. Topical ointments are available with an automatic ship options to ensure consistent reoccurring revenue streams and maximum benefits to our customers. We believe that there are significant opportunities for additional products in the market as consumer awareness of light therapy grows. Some of the possible product extensions are Hair Growth/Removal, Wound Healing, Skin Toning, SAD, etc.

C - COMPETITIVE ADVANTAGE OF OUR PRODUCTS

A key scientific difference in how LED products perform versus other Light Therapy products currently in the market place is LEDs proprietary deep penetration light or DPL technology designed deliver specific light spectrum much deeper (up to 2.5 inches) into the body tissue penetrating muscles, joints and bones. LED includes DPL technology into every device currently manufactured. Following is a brief discussion of our DPL line of products: dpl Panel Therapy System: MSRP $349 The panel system is typically compared to handhelds, since there are no other athome panel systems in the market place. The only comparable panel systems are all commercial products well above the $1,000 price point. dpl Handheld Therapy Systems: MSRP $159 The features which separate the handheld systems from the competitors are replaceable heads all with FDA clearance, the highest light energy output in the pain arena, and the exceptional price point. dpl Universal Therapy System: MSRP $349 The Flex system is truly innovative in that it is the only device of its kind in the marketplace. The Flex system transcends both retail and professional channels with similar efficacy as the Panel system. The ultimate benefits common to all of LEDs dpl Light Therapy products are: All Natural Non-invasive Non-ablative Non-Habitual Non Prescription Drug & Chemical Free Affordable Safe for all ages and skin types.

We currently have product manufacturing relationships both in the United States and China and closely monitor the economic environment with regards to manufacturing to determine the best consolidated location to produce our products. Our primary manufacturing concern will be the ability to economically mass produce our channel specific products in order to satisfy our customer demands. The decision to consolidate or diversify our manufacturing operations will be determined by the individual product demands in the future with an eye to the best and most economic manner to achieve our goal of becoming the premier provider of consumer grade lifestyle Light Therapy products in the health, beauty, lifestyle, and living environments sectors.

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D THE MARKET
The core essence of our product line as part of the health and beauty markets, coincides with two of the most liberal expenditures of discretionary income in todays society beauty and personal care products. Total sales in the beauty and personal care industry were roughly $426 billion in 2011, with US sales in the cosmetics & toiletries market surpassing pre-recession levels with a 4.2% growth to exceed $38 billion. For the top 100 companies in the cosmetic and personal care sectors, sales increased by 25.1% in 2011. The personal care category represents 23% of the cosmetic industry and is made up of things like toothpaste, deodorants, sunscreens, depilatories, and other personal care products such as the products we manufacture. Total global beauty product sales for January March 2012 were up 14% from the same period in 2011 to $2.3 Billion, including Skincare sales of $844 million, up 19% from 2011. The industry is concentrated in that the 50 largest companies generate about 70 percent of revenue. Although traditionally the beauty and personal care market was predominately aimed at women, According to Euromonitor International, a major international personal care industry publication, mens grooming has now become one of the fastest growing categories in beauty and personal care, predicted to add approximately $4 billion to its global value size ($27 billion) by 2014. Sales are set to rise thanks to changing attitudes among men globally about grooming and a shift in key emerging regions away from manual work toward whitecollar jobs. Of this rapidly expanding market segment, the U.S. commands the highest value sales, accounting for an 18% share of the global $27 billion mens grooming in 2009. However, the US market is showing signs of slowing growth as an after-effect of the recession, and Western Europe remains the largest region for the male-specific category because of strong sales in the French, German and U.K. markets. The region is set to continue to see strong growth, adding more than $800 million to its size by 2014 as men in the region move beyond basic products related to shaving to more sophisticated grooming regimens that incorporate numerous skin care and post-shave products including a growing concern and interest in anti-aging products. Among the many products that comprise the specific market for anti-aging products, the faster growing sector has been among the prestige lines which include some of the most expensive products in the world of cosmetics. Between 2008 and early 2010, a period of recession when growth in the cosmetics industry were typically flat, orders in the luxury, or prestige category of products continued to increase at a rate of 9% per year. During 2010, as the recession began ease and recovery started to take effect, the total U.S. prestige beauty industry showed an increase of 11% to $9.5 billion vs. $8.6 billion for the full year of 2010. This consistency in the luxury beauty category throughout the recession and upswing perhaps indicates support for the widely known lipstick effect, the theory that consumers are more willing to purchase lower cost luxury goods even when their funds are more limited. We believe that our products will occupy a highly favorable market position within the personal care and beauty markets for several reasons. The growing awareness and demand for improved anti-aging products, coupled with the growing demand for these products among men worldwide, means that our most significant market segment stands to benefit from a dramatic expansion of demand. Bearing in mind that currently there is no other panel or universal light therapy system offered for direct-to-consumer at home use, with all competitive panel systems currently existing only as commercial products, used primarily in Spas, Dermatologists offices and Medical Spas, and in the medical arena in Physical Therapist, Chiropractor, and Alternative Medicine offices, we believe that our Company stands to be a major beneficiary of this rapidly developing market. Additionally,

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while competitive light therapy panel systems cost thousands of dollars and require special visits to spas, clinics or other locations away from the home, our products have been designed and priced to be affordably by a wide range of consumers for use every day in their home environment. Between the skin care use, and the pain use, our target market is literally every household. Having products of different price points and functionality allows us to reach and saturate a larger customer base through multiple channels of distribution. With health care cost rising, non-invasive beauty treatments growing, and an aging population base, our Light Therapy products are well placed to take advantage of this global opportunity. Although we fully expect that competing products will in time be introduced by our competitors, we believe that with our products currently in the market we stand to capture a significant market share while others are still in planning stage for entering this explosive market. The proof of this belief is evidence by our recent marketing experience. Pursuant to our newly reached agreement with QVC Home Shopping Network, we recently introduced our initial pain therapy product to their home shopping audience. The reception to this product exceeded our expectations and we sold 2,150 units in only 17 minutes. As a result, shortly thereafter we received a second order from QVC for delivery of 3,580 units for delivery in September, 2013. Further, in mid-October QVC placed a third order for 7,150 units, representing over $500,000 of product, for delivery in December 2013. It is important to remember that currently the only product offered by QVC is the hand-held pain relief system. We expect that product sales will dramatically increase to QVC once our antiaging/beauty system is also offered to QVC customers, which is planned for early 2014. Of equal importance is the fact that our products have experienced a return rate of only 14.7%, as compared to the 28% rate QVC reports for products in the same category as ours. Although at present our products do not qualify for insurance reimbursement under existing health care insurance policies, the efficacy and medical necessity of these products is under review by the insurance industry and Management remains optimistic that in future years, the medical necessity for Light Therapy Products such as those we manufacture will be recognized and that they will one day qualify for insurance reimbursement. This would greatly enhance the marketing opportunities for our products as they would then become affordable to an even larger segment of the population.

E - MARKETING PLAN
Beauty Segment Characteristics: Consumers in the beauty products market are 75% female, and 25% male with an active lifestyle. They are concerned about social and environmental issues. Mind and body wellness are important to them, and they are interested in alternative health care products. The effects of aging and the maintenance of a youthful appearance are a part of their life. Market Channel Availability: Customers for beauty products can be reached through a number of traditional channels including; Retail Outlets (Department, Drug, Club & Mass Merchandise Stores) On-line Retailers (SkinStore, Sharper Image, Brookstone, Drugstore.com) Specialty Stores (Ulta, Sephora, Bath & Body Works, Sallys Beauty) Catalogues (Hammacher Schlemmer, Gaiam, Gold Violin, SkyMall) Multi-Level Marketing (Mary Kay, NuSkin, Arbonne, Pangia) Direct Response (TV Media, Digital Marketing, Affiliate Marketing) Private Label (Beauty Wholesalers, Cosmetic Companies, International)

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Pain Segment Characteristics: The area of pain management impacts all consumers, and treats a large variety of ailments, including but not limited to arthritis and all sorts of muscle pain, including situational as well as chronic suffering such as carpal tunnel syndrome and others. There is no typical profile for customers who will be interested in this group of products as everyone, at some point in their lives, experiences pain issues of a lesser or greater degree. Market Channel Availability: Pain management products can be marketed through the same channels as our beauty products. As above, these include; Retail (Drug, Club & Mass Merchandise Stores) On-line Retailers (Overstock, Sharper Image, Drugstore) Specialty Stores (Back Stores, Spine Stores, Good Feet) Catalogues (Hammacher Schlemmer, Gaiam, Gold Violin, SkyMall) Multi-Level Marketing ( Melaleuca, Amway) Direct Response (TV Media, Digital Marketing, Affiliate Marketing) Private Label (Medical Distributors, Sports Brands, International) Within these market channels, in the US alone the drugstore industry includes approximately 20,000 companies with combined annual revenue of about $220 billion, while the department store industry includes about 3,500 stores with combined annual revenue of $70 billion. The cosmetic, beauty supply, and specialty store industry includes about 13,000 stores with combined annual revenue of approximately $10 billion. The spa services industry in the US includes about 18,000 facilities with combined annual revenue of more than $13 billion. Major spa service companies include destination spa chains Canyon Ranch and Golden Door, massage clinic franchise Massage Envy, as well as day space franchise Woodhouse Spa. However, unlike drug and department stores, and beauty supply and specialty stores which are typified by large national or regional chains, the spa industry is highly fragmented with most spa services companies operating a single facility with less than $1 million in annual revenue. Our Marketing Plan has been developed based upon a multi-channel concept, combining wholesale distribution networks with retail, e-commerce, direct response and consumer catalogue strategies. Sales to our channel customers will be handled by both internal and external resources. Internal sales personnel are channel specific creating a level of expertise so as to assist our customers in building their business with our products. External resources or Rep Firms are contracted to help develop and penetrate specific channels. Rep Firms operate completely on commission and represent multiple brands in specific channels of business. We plan to evaluate and take advantage of the appropriate Rep Firms based upon their customer network and product portfolio and expect to benefit from contracting with Rep Firms that represent other more established brands within specific channels enabling much needed face time with key decision makers. In summary, our plan is to market to consumers through a multi-level and multi-brand strategy in order to provide broad channel availability to customers. Our products will be available through Retailers, Beauty Supply Wholesalers, Medical Distributors, On-line Retailers, National Catalogs, National Spa chains and Direct Response campaigns. Due to the breadth of our Light Therapy product line up, our target customers vary greatly by product and functionality. Each of our products reaches a distinct user profiles as outlined below:

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dpl Panel Light Therapy System coined as the panel system. Males & Female 45+ suffering from day to day pain management. Females 35+ requiring professional grade anti-aging or wrinkle reversal treatments. dpl Handheld Light Therapy System coined as the handheld system. Males & Females 45+ suffering from day to day pain management. Females 35+ requiring affordable and effective anti-aging or wrinkle reversal treatments Males & Females 12-30 suffering from Acne related issues. dpl Universal Wrap System coined as the flex system. Males & Females of all ages suffering from more acute pain or needing injury recovery treatments Our marketing program for each product category will be tailored to appeal to the target market indicated. There are a number of new demand trends that have impacted the market and created greater opportunities. These trends include a returning to age old, time proven, natural remedies. More consumers are looking for holistic and healing benefits from their skin care products, and today's consumer are more informed and inquisitive about the benefits of personal care products. We believe that our products are at the forefront of these developing consumer trends.

F - THE SCIENCE BEHIND OUR NEXT GENERATION PRODUCTS

Intrinsic aging and photo-aging of the face are constantly ongoing, and eventually result in the typical aged face, with visible lines and wrinkles at rest, a variety of dyschromia and a tired, dull and lax epidermis. Historically, both ablative and non-ablative resurfacing have been reported as solutions, the former providing excellent results, but a long patient downtime, and the latter giving little or no downtime, but less-than-ideal results. In ablative resurfacing, the epidermis is removed and replaced with a new epidermis, whereas in the non-ablative approach the epidermis is spared through some form of cooling. In both approaches, however, the goal is to create controlled amounts of thermal damage in the dermis to stimulate the wound healing process, thus generating a tighter, better organized, younger dermal matrix. The technology underlying our products is based on the original technology relating to the use of LED Light treatments in space developed by NASA and is FDA cleared and has been used for these purposes for years in dermatology offices, high-end spas and related medical and alternative care facilities. The treatments and benefits of our LED Light Therapy based products, in the anti-aging/beauty, acne treatment and pain relief fields, that have received FDA Clearance include: Removal and Reduction of Wrinkles and the delay in the onset of wrinkles; Increases the effectiveness of a wide range of anti-ageing topical by as much as 12.5 time their normal effect. Basically these studies have shown that existing antiaging topical products work even better when used in conjunction with LED Light Therapy. LED Light Therapy resurfaces skin by removing the dead and damaged skin on the top layer of the dermis and replaces it with new non damaged skin. Unlike other methods and products currently available, such as chemical peels and various

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abrasion technologies, LED Light Therapy does not simply scrape off skin but, rather, uses the bodys own internal mechanisms to shed dead and damaged skin cells and grow new ones in their place without damage to the skin. Enhances existing collagen and elastin in the skin to help in the reduction of wrinkles and other visible signs of aging. Almost every product in the beauty industry makes this claim to one degree or another. However, once again, only LED Light Therapy has been proven to use the bodys own internal systems to enhance and increase the growth of fibroblast cells (a type of natural stem cell in the skin) in order to produce more rapid growth, and higher levels of both collagen and elastin through increased mitosis, returning the natural appearance of the skin to a more youthful appearance.

LED Light Therapy has been proven in various studies to increase fibroblast cell individual production by up to 4 times while also increasing the epithelial stem cell life span. It has also been proven over time to remove blemishes, sun spots and age spots, such rosacea and other blemish disorders, restoring a persons natural skin tone and color. Basically if someone has a skin condition or damage, their skin becomes uneven. Most of the make-up products currently used by women simply work by covering up the blemishes to make their skin appear to be even. LED Light Therapy has been proven to reverse and actually heal the skin restoring an even more youthful tone to the skin.

LED Light Therapy (using Blue Light) has been proven to kill acne and other bacterial parasites and prevents future flare-ups. It kills the bacteria that causes acne rather than just covering up the problem.

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LED Light Therapy is proven to result in temporary relief of pain from arthritis, tendonitis, carpal tunnel syndrome, muscle spasms, sprains and strains, increasing blood flow, and oxygen to affected areas resulting in: Increased wound healing. Increased healing of burns. Reduced Scars. Reduced inflammation. Increased injury recovery. Reduction and or removal Sun Damage. Reduced inflammation, pain, discomfort and limitations associated with, muscle spasms and knots, neuropathy, strains and stress tight muscles, arthritis, range of motion loss, neck pain and stiffness, shoulder and back pain, swelling, nerve injuries, bursitis and the pain associated with fibromyalgia and prostatitis. Technology Based On Breakthroughs By NASA Space Research

Over the past 20 years, laser technology has been used through a variety of treatment systems some of which also used high intensity light pulses. However, these systems are extremely expensive, therapist-intensive and typically have a much higher risk of injury to the patient. A new generation of light-emitting diodes (LEDs) has appeared as the result of a spin-off from the United States NASA Space Medicine Program, which are much more powerful than the previous generation with quasimonochromatic outputs. These LEDs can offer target specificity to achieve photo-biomodulated enhanced action potentials of the skin cells, in particular mast cells, macrophages, endotheliocytes, and fibroblasts, plus increases in local blood and lymphatic flow, in a noninvasive, athermal manner. New phototherapeutic LED-based systems have appeared to meet the need for a less-expensive but clinically useful light source to enable photo-antiaging as a reality in clinical practice. Some studies proving the efficacy of LED therapy have already appeared, and based on their results LED therapy represents a potential new approach to prevention in anti-aging. Rejuvenating skin is easier and faster today with the availability of this technology. These new options strengthen the hand of the medical esthetician in treating common skin issues such as rosacea, acne, aging and hyperpigmentation. Using light emitting diodes (LED) technology, photo rejuvenation offers enhanced skin appearance with faster recovery times. Ironically, photo rejuvenation was first developed by NASA to help replace light in space. Astronauts needed the valuable skin-restoring properties of light to help maintain health while away from Earth's atmosphere. This non-invasive facial procedure, which uses photo modulation with micro-currents and polarized high frequency currents, does a number of helpful things for the skin. It stimulates new collagen formation by delivering pulses of light. After a series of these treatments, the new collagen produces healthier, younger looking skin. In addition, photo rejuvenation helps improve acne conditions through purification, reduces skin bacteria, helps regulate pigment production and stimulates the collagen fibroblasts to tighten and firm the skin. LEDs are specially calibrated energies that can treat many different skin types.

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LED Product Development

When we first began to develop our products, our intent was to bring this exciting new, cutting edge science, as it applies to the beauty products market, to the average consumer for routine use at home. The use of light emitting diodes (LEDs) for anti-aging skin treatment, the treatment of acne and other skin conditions and in the field of pain relief has been available on a commercial level for a number of years. These products, typically costing upwards of $10,000 per unit, have been used in dermatological clinics, hospitals and high-end spas, for a number of years, but until now have not been available for home use by consumers. In the past 3 years, the concept of anti-aging has developed an extremely strong momentum, driven by the need to help slow down the sequelae associated with both photo and chronological aging because of the growing gray population throughout the worlds developed countries in which it is reckoned that the population of those over 65 will equal or even surpass those younger during the next two to three decades. Until now the concept of anti-aging involves an extremely comprehensive approach, combining surgical and medical techniques with a holistic approach to boost the bodys natural abilities to maintain homeostasis, so that the ravages of the environment, including solar exposure, have less effect on the organism, thus dramatically slowing down the aging processes. At the consumer level the past several years has seen an explosion in the number of creams, ointments and related products the purpose of which is stated to be the reversal of the ravages of age. Many of these products are not only very expensive, but sadly of only limited effectiveness. Our products have been developed with the intent of intervening with light therapy in the chronologic and photo-aging processes both before lines and wrinkles begin to appear at rest, to help prevent or at least slow down their appearance, and in reversing the appearance of lines and wrinkles after they have appeared. Our products are based on the use of very specific doses of selected light to help prevent the skin damage with which sunlight is associated, in a somewhat similar way, as inoculation with weakened forms of a virus is used to help prevent subsequent infection by the same virus. The entire concept of phototherapy for anti-aging, in what has been termed photoanti-aging, is based on increasing the natural strength of the skin at an early stage, say the early to mid-20s, so that the power of the skin to resist the photo-aging processes is increased. However, our products are not merely intended for use by the young, although prevention is always preferable to remediation, the most remarkable benefits of LED Light Therapy come from the all-important lighttissue reactions that are firmly founded on the solid principles of photobiology. Skin cells are the primary target in photoanti-aging and not just the fibroblasts (cells found in tissue that produce collagen), but also the leukocytes, the macrophages, the mast cells, and the keratinocytes in the epidermal basal layer, not to mention the photo-enhanced dermal blood and lymphatic flow, which has been well documented in the literature as supporting and accelerating wound healing and neocollagenesis. Essentially, LED Light Therapy works to increase the growth of stem cells in the skin and enhances the production of collagen and elastin, both of which work to reduce the appearance of lines and wrinkles by restoring the natural plumpness found in young skin. LED TECHNOLOGIES INCORPORATED

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Established research has found that the primary determinant of both target selection and depth of penetration is not the incident photon density of the light source, but its wavelength. Low incident levels of visible red light best accelerate fibroblast proliferation and fiber synthesis, whereas near infrared light accelerates mast cell degranulation and neutrophil and macrophage chemotactic, phagocytic and internalization functions leading to higher synthesis of fibroblast growth factor. This provides a favorable, clean environment for the already photo-biomodulated fibroblasts, giving enhanced and accelerated wound healing, tissue proliferation, and remodeling. This is by no means new data and we are not reinventing the wheel. Laser and IPL sources can and have for some time been used at extremely low incident irradiances or power densities as photoanti-aging systems, but, as mentioned earlier, they are all extremely large and expensive systems, and also treat comparatively small areas per shot, making covering an entire face a fairly lengthy process. Our products represent a new generation of cutting edge, inexpensive light-emitting diode (LED)- based systems designed for use directly by the ultimate consumer, ideal for photoanti-aging. Modern LEDs can have an extremely narrow waveband and deliver much higher outputs than their early predecessors. When the LEDs are precisely mounted in arrays set in adjustable panels, an LED-based system can irradiate the entire face of the patient in a hands-free mode for the clinician, delivering therapeutically useful doses in sessions of 15 20 min. Our system is much less expensive than the laser/IPL approach. Some of our products have been designed to offer a number of interchangeable heads of different wavelengths (e.g., blue, 415 nm; red, 625 nm; and near IR, 830 & 880 nm - these wavelengths are associated with strong antioxidant activity) for selected purposes and specific cellular targets, including acne treatment for both active acne and residual scarring, photo-rejuvenation, and photoanti-aging, and the relief of pain in conditions related to arthritis, carpal tunnel syndrome and various other muscular and skeletal conditions. Treatment techniques can involve the use of the light on its own, in a synergistic combination of wavelengths, or applied in tandem with topically applied. Our LED Light Therapy, like most treatments are not miracle cures. However, research has shown that LED Light Therapy can have profound and remarkable effects on reversing the ravages of aging, the treatment of skin disorders and the management of pain. However, like most long term health programs, LED Light Therapy works best when it is coupled with an ongoing photoanti-aging program together with a comprehensive approach to everyday living including exercise, dietary intake, and even the type of water used for washing and drinking and the lotions, creams, or ointments that are used to maintain the beneficial effects of light on the skin. By adopting this comprehensive approach with phototherapy as the underpinning strategy, the user has a very good chance of keeping his or her skin looking and feeling younger for much, much longer than at present, and perhaps even avoid or at least significantly postpone the necessity for nonablative skin rejuvenation or ablative resurfacing. The same is true for treating and preventing a variety of skin disorders such as acne and in the management of pain. Prevention is always better than the cure.

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In an article published by the American Society for Dermatologic Surgery, the following commentary about LED Light Therapy best describes the breakthrough represented by this new approach: An exciting new device that uses non-wounding, lightemitting diodes (LEDs) at specially calibrated energies is showing great promise as the next frontier in skin renewal. In his presentation entitled "Light-Tissue Interactions: Photo-thermolysis vs. Photo-modulation Laboratory and Clinical Findings," dermatologic surgeon Dr. David McDaniel of Virginia Beach, VA, reported on the scientific theory of photo-modulation that is behind the innovative LED device. Similar to pushing a button to activate an assembly line, photo-modulation refers to using low-energy light to accelerate or inhibit cell activity. For anti-aging benefits, Dr. McDaniel and his research team investigated technologies that stimulate the skin's fibroblasts to produce collagen and elastin proteins. Unlike laser technology that relies on highpowered coherent light to create heat energy, LED photo-modulation triggers the body to convert light energy into cell energy without thermal injury to tissue. Using LEDs we can modulate the cells by increasing the energy to the assembly line of fibroblasts to stimulate collagen production and regenerate aging or sun-damaged skin," explained Dr. McDaniel, assistant professor of clinical dermatology, Eastern Virginia Medical School. "Alternatively, we can de-energize the assembly line of fibroblasts and cause them to shut down and inhibit collagen formation in the case of acne scars." With less power than a 25-Watt light bulb, these LEDs are cool enough to uniformly treat all skin types and the entire face at one time. Initial studies of 47 patients treated with the LED device showed an average of 44% improvement in the appearance of wrinkles and skin tone and texture. Because LED treatment is safe, virtually painless and non-wounding, high patient satisfaction was noted among those treated for wrinkles and acne scars. He also noted that photo-modulation is a natural photo-biochemical reaction very similar to the process of plant photosynthesis. While too much heat or light will cause the plant to wither and burn, plants have the ability to synthesize even low-level sunlight to grow and make fruit for harvest. In fact, NASA researchers are using vertical strips of LEDs to light food crops in space in hopes of sustaining human colonists on Mars. However, even with sufficient light, plants need the proper amounts of nutrients and water in the soil to grow to their full potential. The same is true with skin. To maximize the benefits of photo-modulation on the skin, a specially formulated topical cosmeceutical kit was designed for use prior to LED treatment. The state-of-the-art cosmetic system helps "supplement" the necessary raw materials the skin needs to regenerate. These agents include vitamins and essential nutrients to assemble collagen and powerful antioxidants to "quench" free radicals. Clinical results show that this integrated approach enhances the desired cellular effects of treatment. "Photo-modulation with LEDs represents a breakthrough solution for skin regeneration that holds enormous potential for a variety of other dermatologic applications as well as other medical conditions," concluded Dr. McDaniel. LED TECHNOLOGIES INCORPORATED

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In keeping with these findings, a significant element of our future product development is to develop and produce a proprietary line of specially formulated topical cosmeceuticals including creams and ointments formulated specifically to enhance the properties of our LED Light Therapy. Although many fine anti-aging creams and ointments already exist in the market, we believe these are of limited effectiveness because their formulation was not designed to take advantage of the benefits of LED Light Therapy.

G - FUTURE PRODUCT DEVELOPMENT

Our development team constantly evaluates our products to maintain our position at the forefront of the market for LED Light Therapy consumer products. Among the products currently being developed are enhancements to our current hand-held devices in order to extend the treatment area and provide a more user-friendly product. Among the new products we developed is a multi-panel flex product that incorporates our LED Light Therapy panels into a neoprene belt that can be worn by the user to allow for treatment of a much larger area, such as the lower back or shoulders, while permitting the ability to engage in other activities while the Light Therapy is applied. A second generation full face Panel Unit is being developed that will provide self-contained storage pockets in the units base to hold the cream, ointments and other topical treatments designed to be used with the LED Light Therapy. Some of the recent research in the anti-aging field has confirmed that by using Light Therapy in conjunction with topical creams and ointments greatly enhances the effectiveness of the topical treatments being used (typical by as much as 12.5 times). This research has inspired us to develop plans for the expansion of our product offerings into the area of cream, ointments and other topical replenishables specifically formulated so that they are optimized for LED light therapy to maximize results users can expect to see. Management has already begun to develop its own prestige line of creams and ointments specifically targeted at the anti-aging function of our LED Light Therapy and has had preliminary discussions with a major formulator and manufacturer of these products. A portion of the proceeds from this Offering are intended to complete the development of these new product offerings. See, APPLICATION OF PROCEEDS below.

H - ACQUISITION OF LED TECHNOLOGIES, LLC

A significant portion of the proceeds of this Offering will be used to purchase all the rights in the business operations of LED Technologies LLC (LED), a Colorado limited liability company, that developed the business and products described in this Memorandum. LED was formed by Mr. Ronald Ferguson and Mr. Brent A. Safer. LED was organized to develop and produce patented FDA Cleared Class II medical devices based upon NASA research used to treat injuries in space. LED completed the initial development of the LED Light

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Therapy technology, filing of currently pending patent applications, development and licensing with the FDA of our current product offerings and the development and implementation of a comprehensive marketing and financing plan for our initial operations as discussed in this Memorandum. The Company has entered into a binding Purchase Option Agreement to acquire all of Mr. Safers interest in LED, including all his right title and interest in and to the patents, trademarks, trade secrets and other intellectual property of LED in consideration for the payment of the total sum of $835,000 which is payable on or before January 31, 2014 or the closing of the Minimum Offering herein, whichever is sooner, with the balance due on or before July 31, 2014 or the raise by the Company under this Offering of an amount equal to the balance due, whichever is sooner. The parties have agreed that from the payment of the balance of the purchase price, the amount of $100,000 will be held back until such time as all LED assets, property, intellectual property, patents, software and code and other item specified in the Agreement. Mr. Ferguson has contributed his interest in LED, including all his right title and interest in and to the patents, trademarks, trade secrets and other intellectual property of LED to the Company in exchange for the shares of the Company beneficially owned by him through the Ferguson Management Group, LLC. Annexed hereto as Appendix A are the financial statements for fiscal year 2012 and the first 9 months of fiscal 2013 for LED.

I - MARKETING AGREEMENT WITH KATY IRELAND, LLC

On August 31, 2013, LED entered into a 3-year Licensee Agreement with Kathy Ireland, LLC granting us the exclusive right for the marketing of the LED Light Therapy Products in the US and Canada under the Kathy Ireland trademarks. The products covered by this agreement include: Light Therapy Handheld devices for Acne, Anti-Aging & Pain Relief Treatments Light Therapy Deep Penetrating Peptide Serum Light Therapy Deep Penetrating Pain Cream Light Therapy System (panel) Light Therapy LED treatment heads (Acne, Pain Relief & AntiAging)

Under this Agreement we are obligated to pay a Royalty for the use of the Katy Ireland trademarks of SIX (6%) Per Cent of the net sales price for the licensed products, with a minimum guaranteed royalty of $90,000 during the first year, $180,000 during the second year and $300,000 during the third year of the Agreement. Additionally, as part of the compensation under that Agreement Kathy Ireland, LLC acquired a Three (3%) Per Cent interest in LED. Kathy Ireland LLC has agreed that upon the acquisition of LED by the Company, the Agreement will be assigned to the Company and to convert that 3% interest into an equivalent interest in the Company.

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After several months of discussions with Mr. Kevin Harington, one of the team of investors on the television series Shark Tank and one of the founders of the Home Shopping Network, on October 14, 2013, LED entered into a non-exclusive International Sales & Distribution Agreement with his marketing company Quadrant Sales & Marketing Inc. (Distributor). Under this Agreement Distributor is authorized to purchase any of the products and services offered by LED at agreed to prices for resale in the International market. The prices quoted are based upon Distributor achieving certain minimum purchase requirements during the course of the Agreement. Under the Agreement Distributor shall at its sole cost and expense market and promote the sale of LED products and services and generally assist LED in the negotiation of agreements for the sale and delivery of its products in the international market. Included in the obligations assumed by Distributor under the Agreement, Distributor will be responsible for marketing and sales expenses associated with brand development, distribution, promotions, licensing and product development fees within the international market. Additionally, all warranties for sales to foreign countries, including shipping expenses, are the sole responsibility of Distributor. Apart from Distributors right to purchase the LED products and services at the prices set forth in the Agreement, LED shall be under no obligation to pay any other or additional compensation to Distributor. It shall be distributors responsibility to price the LED products and services to include Distributors compensation. LED also has the right during the term of the Agreement to restrict sales by Distributor in any country or territory after a 30 day notice to Distributor.

J - MARKETING AGREEMENT WITH QUADRANT SALES & MARKETING, INC.

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SELECTED FINANCIAL INFORMATION

Below is selected financial information for Fiscal Year 2012 and 9 months of Fiscal Year 2013 for LED Technologies, LLC. This information has been taken from the Financial Statements prepared by Christensen, Tyng & Helmstad, P.C. Certified Public Accountants for LED Technologies, LLC. The full statements, including their Report and complete footnotes are annexed to this Memorandum as Appendix A. BALANCE SHEET Assets: Current Assets Cash & Equivalent Accounts Receivable (1) Inventories Inventory Deposits Prepaid Expenses Total Current Assets Molds & Equipment: Molds Equipment Accumulated Depreciation Total Molds & Equipment Current Liabilities: Accounts Payable Accrued Expenses Customer Deposits Accrued Settlement Costs Loans Payable (2) Total Current Liabilities 9 Months Ended 9/30/13 $ 136,846 467,957 439,388 61,375 36,429 $ 1,141,995 $ $ $ 84,518 23,207 (77,572) 30,153 Year Ended 12/31/12 $ 96,370 73,213 541,634 45,000 -0756,217 76,368 23,207 (68,786) 30,789 32,594 12,364 15,684 72,500 -0867,390

$ $ $ $

34,761 6,556 107,250 70,083 80,964 $ 1,150,090

(1) Net of Allowance for Doubtful Accounts of $1,750 and $23,000 respectively. (2) Does not include $850,476 owed to the principal Member of LED which amount will be eliminated as part of the Purchase of LED by the Company.

STATEMENT OF OPERATIONS Net Sales Cost of Products Sold Gross Profit Selling Expense General & Administrative Net Profit From Sales Interest Expense Net Income From Operations 9 Months Ended 9/3013 $ 1,760,680 839,981 $ 920,699 $( 258,665) (492,941) $ 169,093 (66,828) $ 102,265 Year Ended 12/31/12 $ 2,291,947 896,729 $ 1,395,218 $( 639,364) (618,358) $ 137,496 (78,272) $ 59,224

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FORECASTED FINANCIAL INFORMATION

Presented in Appendix B are forecasted financial information for our operations during the initial 24 months following closing of the Minimum Offering. This information reflect the utilization of the proceeds from the sale of the Debentures in our planned business operations, the anticipated results of our planned operations. Included therewith are the assumptions underlying these forecasts which should be carefully reviewed by prospective investors. Should actual operations vary in any material way from these assumptions, or should unforeseen factors impact our operations, then the forecasted financial results may not be achieved.

RISK FACTORS
Our business is subject to various risks and uncertainties. As the Debentures are not equity securities and carry a guaranteed rate of interest, a number of the risk factors discussed below will not be applicable. However, should an investor elect to convert all or a portion of their Debentures into Shares, such Shares will be subject to the risks associated with Equity Securities discussed below. In either event, you should carefully consider the following risk factors relating to the Company and our business in conjunction with the other information contained in this Memorandum. Any of the risks and uncertainties described below could materially adversely affect our business, financial condition, and results of operations and should be considered in evaluating our business prospects and the suitability of an investment in the Debentures, or the Shares into which they may be converted, being offered. While we believe we have identified and discussed the key risk factors affecting our business, there may be additional risks and uncertainties that are not presently known or that are not currently believed to be significant that may adversely affect our business, performance, or financial condition in the future.

GENERAL RISKS

1 - We Are Recently Organized; Have No Opening History and No Record of Earnings. The Company is only recently organized, having been formed in the State of Delaware in August 2013. To date we have been engaged in negotiating the purchase of the business, Assets and technology of LED Technologies, LLC (LED), the development of our business and marketing plan following such acquisition and the preparations of this Memorandum. Although LED has begun commercial operations and have had initial success with its marketing efforts to date, such operating history and history of earnings to date is not, in the opinion of management, adequate to assure our future success. Because of LEDs limited operations and industry position, following our acquisition of LED, we must still be considered a development stage enterprise. You should not assume that our performance will be similar to the past performance of other companies in our industry with which you may be familiar. Consequently, there can be no assurance that viable commercial operations can be sustained or expanded in line with the forecasts presented in this Memorandum even if we are successful in raising all of the capital we require, whether from this Offering or otherwise. As a development stage enterprise, we are subject to all of the risks inherent in the establishment of a new business, including a limited operating history, lack of market recognition and limited financial relationships. The likelihood of our future success must be considered in light of the problems, expenses, difficulties, delays and complications often encountered in connection with the formation of a new business and the competitive environment in which we will operate. Our revenue, income potential and business model are still emerging. See BUSINESS OF THE COMPANY, FORECASTED

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FINANCIAL INFORMATION and APPENDIX A -FINANCIAL STATEMENTS OF LED TECHNOLOGIES, LLC.

2 - We Are Dependent Upon the Efforts of Our Executive Officers; We Lack Key Man Life Insurance and Will Have Need Of Additional Skilled Personnel in The Future. Our success depends to a significant degree upon the efforts of or executive officers and, in particular, Mr. Nelson and Mr. Ferguson who have developed the technology and business model upon which our Company is based, would be difficult to replace. If either Mr. Nelson or Mr. Ferguson were to cease their affiliation with us there could be a material adverse effect on our operating results and financial condition. We do not intend to maintain key person life insurance on any person at this time. Further, we believe that our future success will depend, in large part, upon our ability to hire and retain additional highly skilled managerial, operational and marketing personnel. Competition for such personnel is intense, and we may be unsuccessful in attracting and retaining such skilled personnel when necessary. Further, we intend to establish strategic relationships with firms that have special expertise in the development, manufacture and marketing of cosmetic and pain relief products essential to our future plans to expand operations. Maintaining such relationships will be important for us to effectively implement our operating plan and to compete in such markets. We may be unsuccessful in establishing and retaining such relationships. If we lose or are unable to obtain the services of highly skilled personnel or do not establish or maintain appropriate strategic relationships, our ability to implement our investment and growth strategies could be delayed or hindered, and the value of your investment may decline. 3 - Uncertainty as To Managements Ability to Control Costs and Expenses. This is a developing business and we cannot accurately project, or give assurance, as to our ability to control our development and operating costs and expenses. Consequently, even if we are successful in fully implementing commercial operations, if we are not able to adequately control costs and expenses, such operations may not generate any profit or may result in operating losses. 4 - The Success of Our Business Will Depend Upon Our Ability to Create Brand Awareness. The market for cosmetic, anti-aging and pain relief growth is already highly competitive, with many well-known brands leading the industry. Our ability to compete effectively and generate revenue will be based upon our ability to create awareness of our products distinct from those of our competitors. It is imperative that we are able to convey to consumers the efficacy of our products. However, advertising and packaging and labeling of such products will be limited by various regulations. 5 - The Future Growth of the Company Depends on an Effective Marketing Program. An effective marketing program includes media advertising, co-operative advertising with our retail partners and product promotions that increase product awareness and help generate increased sales for our customers. Our inability to develop an effective advertising campaign, marketing or promotional programs, that would succeed in a difficult economic environment and highly competitive marketplace, could have a material adverse effect on our business. 6 - Limitation of Liability and Indemnification of Officers and Directors. Our Articles of Incorporation and By-Laws provide the Company shall indemnify its officers and directors against losses sustained or liabilities incurred from any transaction in such officers or directors managerial capacity unless he violates a duty of loyalty, did not act in good faith, engaged in intentional misconduct or knowingly

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violated the law, approved an improper dividend, or derived an improper benefit from any given transaction. Furthermore, it is also provided that we shall indemnify all of our officers and directors against any losses or liabilities incurred as a result of the manner in which they administer and operate our business or conduct our internal affairs; provided, that in connection with these activities, they act in good faith and in a manner which they reasonably believe to be in, or not opposed to, our best interests and that their conduct does not constitute gross negligence, misconduct, or breach of fiduciary obligation. 7 - Minimum and Maximum Offering. This Offering is made on a minimum/maximum basis. The Offering involves a minimum sale of 50 Units or $500,000, and a maximum of 350 Units, or $3,500,000. There is no assurance the maximum number of Units will be sold in this Offering. Although we believe that we can establish and sustain profitable commercial operations even if only the Minimum Offering is sold, we will require substantial additional capital in order to fully implement the expansion of our business plan and achieve our full commercial potential. If the maximum number of Units is not sold the Company may be unable to secure additional financing when needed which could jeopardize our ability to ultimately reach our full growth potential. Further, once the minimum number of Units is sold, the proceeds there from will be released to the Company without any assurance that any further proceeds will be received by us. See, BUSINESS OF THE

COMPANY, FORECASTED FINANCIAL INFORMATION and APPLICATION OF PROCEEDS.

8 - We May Not be Able to Secure Additional Financing to Meet Our Future Capital Needs Due to Changes in General Economic Conditions. We anticipate needing significant capital beyond the proceeds of this Offering to fully develop our operations and to fund our future growth, including the research and development of future planned products, obtain and maintain regulatory approval of our products, and execute our business plan, generally. We may use capital more rapidly than currently anticipated and incur higher operating expenses than currently expected, and we may be required to depend on external financing to satisfy our operating and capital needs. Any sustained weakness in the general economic conditions and/or financial markets in the United States could adversely affect our ability to raise capital on favorable terms or at all. We may be unable to secure debt or equity financing on terms acceptable to us, or at all, at the time when we need such funding. If we do raise funds by issuing additional equity or convertible debt securities, the ownership percentages of existing stockholders and owners of the Debentures being offered herein who elect to convert their Debentures into shares of common stock, would be reduced, and the securities that we issue may have rights, preferences or privileges senior to those of the holders of our common stock or may be issued at a discount to the market price, if any, of our common stock which would result in dilution to our existing stockholders. If we raise additional funds by issuing debt, we may be subject to debt covenants, which could place limitations on our operations including our ability to declare and pay dividends. Our inability to raise additional funds on a timely basis would make it difficult for us to achieve our business objectives and would have a negative impact on our business, financial condition and results of operations. 9 - The Basis Upon Which The Debentures May Be Converted Into Common Shares Was Not Established on an Independent Basis But Upon Our Evaluation of The Potential of Our Technology and Products. The basis upon which our Debentures may be converted by the Holder into shares of our Common Stock was established on an arbitrary basis based upon Managements evaluation of the future potential of our proprietary technology and the forecasted LED TECHNOLOGIES INCORPORATED

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economics of our operations both as they currently exist and as we project the future expansion of such operations, and bears no relationship to book or asset values or any other established criteria of value. Therefore, should the operating results expected by Management, as discussed in this Memorandum, prove inaccurate, or if our product offerings, either current or future, are not accepted in the market, such basis may not be indicative of the price that you would receive upon liquidation of the Common Shares you may receive upon the conversion of the Debentures being offered herein. 9 10 Retirement Plan Risks. If You Fail to Meet the Fiduciary and Other Standards under which ERISA or the Internal Revenue Code As a Result of an Investment herein, You Could be Subject to Criminal and Civil Penalties. There are special considerations that apply to employee benefit plans subject to ERISA (such as profit sharing, section 401 (K) or pension plans) and retirement plans or accounts subject to Section 4975 of the Internal Revenue Code (such as an IRA that plan to invest in our Units) if you are investing the assets from any such plan or account in Units you should satisfy yourself that: i. your investment is consistent with your fiduciary obligations under ERISA and the Internal Revenue Code; ii. your investment is made in accordance with the documents and instruments governing your plan or IRA, including your plans accounts investment policy; iii. your investment satisfies the prudence and diversification requirements of Section 404(a)(1)(B and 404(a)(1)(C) of ERISA and other applicable provisions of ERISA and the Internal Revenue Code; iv. your investment will not impair the liquidity of the plan or IRA; v. your investment will not produce unrelated business taxable income for the plan or IRA; vi. you will be able to value the assets of the plan annually in accordance with ERISA requirements and applicable provisions of the plan or IRA; and vii. your investment will not constitute a prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code. Failure to satisfy the fiduciary standards of conduct and applicable requirements of ERISA and the Internal Revenue Code may result in imposition of civil and criminal penalties and could subject the fiduciary to equitable remedies. In addition, if an investment in our Units constitutes a prohibited transaction under ERISA or the Internal Revenue Code, the fiduciary who authorized or directed the investment may be subject to the imposition of excise taxes with respect to the amount invested. 11 - Control by Existing Shareholders. After this Offering, assuming the sale of all of the Units and the conversion of all the Debentures into Shares, the Companys current shareholders will continue to own approximately 87.5% of our then issued and outstanding Shares. As a result, they will have control over all matters requiring approval by our stockholders without the approval of minority stockholders. In addition, they will also be able to elect all of the members of our Board of Directors, which will allow them to control our affairs and management. They will also be able to affect most corporate matters requiring stockholder approval by written consent, without the need for a duly noticed and dulyheld meeting of stockholders. As a result, they will have significant influence and control over all matters requiring approval by our stockholders. Accordingly, you will be limited in your ability to affect change in how we conduct our business. 12 - Uncertainly as to Ability to Repay Debenture Principal at Maturity; Nature of the Debentures Offered. The Debentures being offered herein lack certain typical provisions which are intended to offer the Debenture Holders greater protection and assurance of repayment of the principal amount at maturity. The most important of these features which are not

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FINANCIAL INFORMATION and APPRENDIX D FORM OF DEBENTURE.

included in the Debentures being offered herein are the establishment of an Indenture Trustee. Potential investors are strongly urged to review with their own legal advisors the form of the Debenture instrument which is annexed to this Memorandum as Appendix A in order to determine for themselves the nature of the instrument being offered herein and the level of, or lack of, protection afforded by its terms and conditions. Consequently, although management believes that operating revenues and anticipated profits will provide adequate funds for both the payment of debt service on the Debentures during their term and for the establishment of a Sinking Fund as discussed herein, to assure repayment of Debenture Principal at maturity for those Debenture Holders who elect not to convert their Debentures., there can be no assurance that the Company will be in a position to pay to Debenture Holders either the interest payments or the principal amount when due. See FORECASTED

13 - No Review of Offering Documents. Because this Offering is a private offering, this Memorandum has not been reviewed by the SEC or by any state securities commissions. . Such review could have resulted in additional disclosure or disclosures involving a different format or substance from those set forth herein.

RISKS RELATED TO OUR BUSINESS

1 - We Are Affected by Extensive Laws, Governmental Regulations and Administrative Determinations Which Can Make Compliance Costly and Subject Us to Enforcement Actions by Governmental Agencies. The formulation, manufacturing, packaging, labeling, holding, storage, distribution, advertising and sale of our products, including our planned future product offerings, are affected by extensive laws, governmental regulations and policies, administrative determinations, court decisions and similar constraints at the federal, state and local levels, both within the United States and in any country where we may conduct business in the future. Generally, products must meet regulatory standards as safe and effective for their intended use before being marketed for human applications. The clearance process is expensive, time-consuming and uncertain. Failure to comply with applicable regulatory requirements of the FDA can result in an enforcement action which may include a variety of sanctions, including fines, injunctions, civil penalties, recall or seizure of our products, operating restrictions, partial suspension or total shutdown of production and criminal prosecution. Failure to receive or maintain requisite approvals for our products or processes, or significant delays in obtaining such approvals, could prevent us from developing, manufacturing and marketing products necessary for us to remain competitive. Should we develop new products and applications or make any significant modifications to our existing products or labeling, we will need to obtain additional regulatory clearances or approvals to market such products. Any modification that could significantly affect a products safety or effectiveness, or that would constitute a change in its intended use, will require a new FDA 510(k) clearance, or could require a PMA application. The FDA requires each manufacturer to make this determination initially, but the FDA can review any such decision and can disagree with a manufacturers determination. If the FDA disagrees with a manufacturers determination, the FDA can require the manufacturer to cease marketing and/or recall the modified device until 510(k) clearance or PMA is obtained. If 510(k) clearance is denied and a pre-market approval application is required, we could be required to

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submit substantially more data, may be required to conduct human clinical testing and would very likely be subject to a significantly longer review period. Products sold in international markets are also subject to the regulatory requirements of each respective country or region. The regulations of the European Union require that a device have a CE Mark, indicating conformance with European Union laws and regulations before it can be sold in that market. The regulatory international review process varies from country to country. We will rely on our distributors and sales representatives in the foreign countries in which we plan to market our products to comply with the regulatory laws of such countries. Failure to comply with the laws of such countries could have a material adverse effect on our plans to expand our operations. In addition, unanticipated changes in existing regulatory requirements or the adoption of new requirements could impose significant costs and burdens on us, which could increase our operating expenses and harm our financial condition. 2 - Future Success Depends on Continued Success of the Companys Current Products and New Product Development. We are not financially as strong as the major companies against whom we compete. The ability to successfully introduce new products and increase the growth and profitability of its current and new products will affect the business and prospects of the future of the Company and it relies upon the creativity and marketing skills of management. All of the Companys product must be in compliance with all FDA and state regulations and all products which are being manufactured for the Company by outside suppliers must conform to the FDAs Good Manufacturing Practices requirements. It is the Companys responsibility to ascertain that the suppliers do conform. Damage could be caused to our reputation and our relationships with our customers and consumers if our products do not comply with such legal requirements, or with consumer expectations, which could result in diminished sales or liability claims, either of which could have a material adverse impact on our results of operations, financial condition and business. 3 - Our Direct-to-Consumer Sales Rely on the Marketability of a Key Personality and the Inability of That Personality to Perform Her Role or The Existence of Negative Publicity Surrounding Such Personality May Adversely Affect Our Revenues. Pursuant to our recently executed agreement with Kathy Ireland, LLC, our Direct-toConsumer products will be marketed utilizing certain licensed trademarks, including the likeness and visual representations of Ms. Katky Ireland, an internationally recognized personality through our independent distributor channels. The inability or failure of Ms. Ireland to fulfill her role, or the ineffectiveness of Ms. Ireland as a spokesperson for our products, a reduction in the exposure of Ms. Ireland due to the discontinuance of a marketing program, or otherwise, or negative publicity about Ms. Ireland may adversely affect the sales of our products associated with her and could affect the sale of other products. A decline in sales would negatively affect our results of operations and financial condition. 4 - We will be dependent on a limited number of independent suppliers and manufacturers of our planned products. We currently are and in the future expect to be, dependent upon a limited number of independent suppliers and manufacturers of our current and planned product offerings. These third party manufacturers may be unable to satisfy our supply requirements, manufacture our products on a timely basis, fill and ship our orders promptly, provide services at competitive costs or offer reliable products and services. The failure to meet any of these critical needs would delay or reduce product shipment and adversely affect our revenues, as well as jeopardize our relationships with our independent

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distributors and customers. In the event any of our third party manufacturers were to become unable or unwilling to continue to provide us with products in required volumes and at suitable quality levels, we would be required to identify and obtain acceptable replacement manufacturing sources. There is no assurance that we would be able to obtain alternative manufacturing sources on a timely basis. An extended interruption in the supply of our products would result in decreased product sales and our revenues would likely decline. 5 - We Purchase Some Raw Materials or Components from International Suppliers. Some of the components used in our products are sourced from international suppliers. This exposes the Company to an additional risk of increased costs if the foreign currency exchange rates change unfavorably. A terrorist attack, the threat of a terrorist attack or foreign military operations could prevent the international suppliers from delivering their goods to the Company. The interruption of the supply could have a material adverse effect on our business. 6 - The Cosmetic, Health and Beauty Aid Industry is Highly Competitive. The markets for our products are intensely competitive and many of our competitors are much larger and have substantially more financial and human resources than we do. Many have long histories and strong reputations within the industry and a relatively small number of companies dominate these markets. Competition in our markets is intense and we expect it to increase. Competition arises from laser and other lightbased products, as well as from other treatment modalities and alternate technologies (not based upon light-based technology). Competitors range in size from small, single product companies to large, multifaceted corporations. We also face competition from emerging manufacturers from countries with low-cost economies and from numerous resellers, manufacturers and wholesalers of anti-aging and pain relief products, including retail, online and mail order providers. Many of our competitors have longer operating histories, established brands in the marketplace, revenues significantly greater than ours and better access to capital than us. We expect that these competitors may use their resources to engage in various business activities that could result in reduced sales of our products. Companies with greater capital and research capabilities could re-formulate existing products or formulate and develop improved technology for new products that could gain wide marketplace acceptance, which could have a depressive effect on our future sales. In addition, aggressive advertising and promotion by our competitors may require us to compete by lowering prices because we do not have the resources to engage in marketing campaigns against these competitors, and the economic viability of our operations could be diminished. Any business combinations or mergers among our competitors that result in larger competitors with greater resources or distribution networks, or the acquisition of a competitor by a major medical or technology corporation seeking to enter this business, or the introduction of new technologies and therapies, could further result in increased competition and have a material adverse effect on our business, financial condition and results of operations. 7 - Our Products May Not Meet Health and Safety Standards or Could Become Contaminated. We and our contractors have adopted various quality, environmental, health and safety standards. We will not have control over all of the third parties involved in the future manufacturing of our products and their compliance with government health and safety standards. Even if our products meet these standards they could otherwise become contaminated. A failure to meet these standards or contamination could occur in our

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operations or those of our manufacturers, distributors, or suppliers. This could result in expensive production interruptions, recalls and liability claims. Moreover, negative publicity could be generated from false, unfounded or nominal liability claims or limited recalls. Any of these failures or occurrences could negatively affect our business and financial performance. 8 - The Sale of Our Products Involves Product Liability and Related Risks That Could Expose Us to Significant Insurance and Loss Expenses. We face an inherent risk of exposure to product liability claims if the use of our products results in, or is believed to have resulted in, illness or injury. Although we will take measures to ensure that our planned products are safe for use, interactions of these products with other products may not have been fully explored or understood and may have unintended consequences. Although we maintain product liability insurance for our product offerings, it may not be sufficient to cover all product liability claims and such claims that may arise, could have a material adverse effect on our business. The successful assertion or settlement of an uninsured claim, a significant number of insured claims or a claim exceeding the limits of our insurance coverage would harm us by adding further costs to our business and by diverting the attention of our senior management from the operation of our business. Even if we successfully defend a liability claim, the uninsured litigation costs and adverse publicity may be harmful to our business. Any product liability claim may increase our costs and adversely affect our revenues and operating income. Moreover, liability claims arising from a serious adverse event may increase our costs through higher insurance premiums and deductibles, and may make it more difficult to secure adequate insurance coverage in the future. In addition, any planned product liability insurance may fail to cover future product liability claims, which, if adversely determined, could subject us to substantial monetary damages. 9 - Efforts to Protect Our Intellectual Property Rights or Defend Against Claims Asserting That We Have Infringed The Intellectual Property Rights of Others May be Unsuccessful. Scientific and technological innovation is critical to the long-term success of our businesses. However, third parties may challenge the measures that we take to protect processes, equipment, and methods used in the manufacture or operation of our products through patents and other intellectual property rights and, as a result, we may not always have full benefit of intellectual property rights. The patent positions of cosmeceutical companies can be highly uncertain and involve complex legal and factual questions that include unresolved principles and issues. This will be of particular concern with respect to some of the products we plan to develop in the future including a proprietary line of anti-aging creams and related topical products. No consistent policy regarding the breadth of claims allowed regarding such companies patents has emerged to date in the United States, and the patent situation outside the United States is even more uncertain. Accordingly, we cannot predict with any certainty the range of claims that may be allowed or enforced concerning our patents. In addition, while we take steps to prevent unauthorized access to our intellectual property, we cannot assure that unauthorized parties will not obtain access to and use such property. Third parties may also claim that our equipment and methods violate their intellectual property rights. Defending such claims, even those without merit, could be time-consuming and expensive. In addition, any such claim could also result in our having to enter into license arrangements, develop non-infringing products or engage in

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litigation that could be costly. Legislation and jurisprudence on patent protection in major markets such as the United States and the European Union is evolving and changes in laws could affect our ability to obtain or maintain patent protection for its products. The Companys own trademarks serve to identify its products and proprietary interests. The Company considers these marks to be valuable assets. However, there can be no assurance, as a practical matter, that trademark registration results in marketplace advantages, or that the presumptive rights acquired by registration will necessarily and precisely protect the presumed exclusivity and asset value of the marks. We may also rely on trade secrets to protect our technologies, especially where we do not believe patent protection is appropriate or obtainable. However, trade secrets are difficult to protect. While we seek to protect confidential information, in part, through confidentiality agreements with our consultants and scientific and other advisors, they may unintentionally or willfully disclose our information to competitors. Enforcing a claim against a third party related to the illegal acquisition and use of trade secrets can be expensive and time consuming, and the outcome is often unpredictable. The medical device industry is characterized by extensive intellectual property litigation, and companies in the medical products industry sometimes use intellectual property litigation to gain a competitive advantage. Intellectual property litigation, regardless of outcome, is often complex and expensive, and the outcome of this litigation is generally difficult to predict. An adverse determination in any such proceeding could subject us to significant liabilities to third parties or require us to seek licenses from third parties or pay royalties that may be substantial. Furthermore, there can be no assurance that necessary licenses would be available to us on satisfactory terms or at all. Accordingly, an adverse determination in a judicial or administrative proceeding or failure to obtain necessary licenses could prevent us from manufacturing or selling certain of our products, which could have a material adverse effect on our business, financial condition and results of operations. 10 - We Are Increasingly Dependent on Information Technology, and Potential Disruption, Cyber Attacks, Security Problems, and Expanding Social Media Vehicles Present New Risks. As with most companies today, we are increasingly dependent on critical, complex and interdependent information technology networks and systems, including the Internet, to process, transmit, and store electronic and financial information, to manage and support a variety of business processes and activities, and to comply with regulatory, legal, and tax requirements. Our information technology systems, some of which are dependent on services provided by third parties, provide critical data connectivity, information and services for internal and external users. If we do not allocate and effectively manage the resources necessary to build and sustain the proper technology infrastructure and to maintain and protect the related automated and manual control processes, we could be subject to billing and collection errors, business disruptions, or damage resulting from security breaches. However, despite the implementation of significant security measures, these systems may still be vulnerable to physical breakins, computer viruses, programming errors, attacks by third parties or similar disruptive problems. If any of our significant information technology systems suffer severe damage, disruption, or shutdown, and our business continuity plans do not effectively resolve the issues in a timely manner, our product sales, financial condition, and results of operations may be materially and adversely affected, and we could experience delays in reporting our financial results. In addition, there is a risk of business interruption, litigation risks, and reputational damage from leakage of confidential information.

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The inappropriate use of certain media vehicles could cause brand damage or information leakage. Negative posts or comments about the Company on any social networking web site could seriously damage its reputation. In addition, the disclosure of non-public company sensitive information through external media channels could lead to information loss. Identifying new points of entry as social media continues to expand presents new challenges. Any business interruptions or damage to our reputation could negatively impact our financial condition, results of operations, and the market price of our common stock. 11- Consumers may reduce discretionary purchases of our products as a result of a general economic downturn. We believe that the current high degree of global economic uncertainty could have a negative effect on consumer confidence, demand and spending. In addition, we believe that consumer spending on beauty products, including anti-aging products, is influenced by general economic conditions and the availability of discretionary income. Accordingly, we may experience sustained periods of declines in sales during periods of economic downturn as it may affect customers purchasing patterns. In addition, a general economic downturn may result in reduced traffic in our customers stores which may, in turn, result in reduced net sales to our customers. Any resulting material reduction in our sales could have a material adverse effect on our business, financial condition and operating results.

RISKS RELATED TO OUR SECURITIES

1 - Holding Of Securities For An Indefinite Period. As stated above, the Debentures offered, as well as the shares of common stock into which they are convertible, will be subject to substantial restrictions on resale, and, therefore, should be purchased only by persons who can afford to hold the Debentures for their entire term (see, "RESTRICTIONS ON RESALE"). No assurance can be given that purchasers hereunder will be able to benefit from any market which may develop in the future in either the Debentures or the Company's Shares or that they will be able to sell their securities at any price should they wish to do so. 2 - Stock Sale Rule: Possible Inability to Sell in the Secondary Market. Rule 15g-9 under the Securities Exchange Act of 1934 (the 34 Act) imposes additional sales practice requirements on broker-dealers who sell securities subject to that Rule to persons other than established customers and accredited investors ( see definition under INVESTOR SUITABILITY STANDARDS above). The Shares an investor will receive upon the conversion of the Debentures are expected to subject to that Rule, if a market ever develops. For transactions covered by the Rule, broker dealer must make a special suitability determination for each purchaser and receive the purchasers written agreement to the transaction prior to the sale. Consequently, because the transactions in our Shares will most likely be subject to the Rule, the ability of purchasers in this Offering to sell Shares they may receive in the secondary market, if any, will be adversely affected. 3 - Penny Stock Reform Act: Possible Inability to Sell in the Shares. In October 1990, Congress enacted the Penny Stock Reform Act of 1990 (the 90 Act) to counter fraudulent practices common in penny stock transactions. Rule 3a51-1 of the Exchange Act defines a penny stock as an equity security that is not, among other things: a) a reported security (i.e., listed on certain national securities exchanges); b) a security registered or approved for registration and traded on a national securities exchange that meets certain guidelines, where the trade is effected LED TECHNOLOGIES INCORPORATED

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through the facilities of that national exchange; c) a security listed in the NASDAQ National Market System; d) a security of an issuer that meets certain minimum certified financial requirements (net tangible assets exceeding $2,000,000 if the issuer has been continuously operating for less than three years) or $5,000,000 (if the issuer has been continuously operating for more than three years), or average revenue of at least $6,000,000 for the last three years); or e) a security with a price of at least $5.00 per share for the transaction or that has a bid quotation (as defined in the Rule) of at least $5.00 per share. Under Rule 3a51-1, most likely the Shares into which the Debentures may be converted, at least in any market that initially may be established, fall within the definition of a penny stock. Pursuant to the 90 Act, brokers and/or dealers, prior to effecting a transaction in a penny stock, are required to provide investors with written disclosure documents containing information concerning various aspects of the market for penny stocks as well as specific information about the penny stock and the transaction involved the purchase and sale of the that stock (e.g., price quotes and broker/dealer and associated person compensation). Subsequent to the transaction the broker is required to deliver monthly or quarterly statements containing specific information about the penny stock. Because our Shares would at this time be considered a penny stock, the above-discussed added disclosure requirements will most likely negatively affect the ability of investors herein to sell Shares 4 - Additional Risks Related to Penny Stock Shareholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include: (a) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (b) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (c) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (d) excessive and undisclosed bid-ask differential and markups by selling brokerdealers; and (e) the wholesale dumping of the same securities by promoters and brokerdealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the volatility of our share price, should a market ever develop for such Shares. 5 - We Will Incur Increased Costs And Compliance Risks as a Result of Becoming a Publicly Held Company. It is our intention to become a publicly held company in the future when we have established our operations and proven our business model. As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. We will incur costs associated with our public company reporting LED TECHNOLOGIES INCORPORATED

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requirements. We also anticipate that we will incur costs associated with the corporate governance requirements, including certain requirements under the Sarbanes-Oxley Act of 2002, as well as new rules implemented by the SEC and FINRA. We expect these rules and regulations, in particular the Sarbanes-Oxley Act of 2002, to significantly increase our legal and financial compliance costs and to make some activities more time-consuming and costly. Like many smaller public companies, we face a significant impact from required compliance with Section 404 of the Sarbanes-Oxley Act of 2002. Section 404 requires management of public companies to evaluate the effectiveness of internal control over financial reporting and the independent auditors to attest to the effectiveness of such internal controls and the evaluation performed by management. The SEC has adopted rules implementing Section 404 for public companies as well as disclosure requirements. The Public Company Accounting Oversight Board, or PCAOB, has adopted documentation and attestation standards that the independent auditors must follow in conducting its attestation under Section 404. We are currently preparing for compliance with Section 404; however, there can be no assurance that we will be able to effectively meet all of the requirements of Section 404 as currently known to us in the currently mandated timeframe. Any failure to implement effectively new or improved internal controls, or to resolve difficulties encountered in their implementation, could harm our operating results, cause us to fail to meet reporting obligations or result in management being required to give a qualified assessment of our internal controls over financial reporting or our independent auditors providing an adverse opinion regarding managements assessment. Any such result could cause investors to lose confidence in our reported financial information, which could have a material adverse effect on our stock price.

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APPLICATION OF PROCEEDS
As the securities being offered are Debentures and not equity securities, the full face amount of the Debentures sold will be repaid to investors according to the terms of the Debentures upon their maturity. However, the proceeds the Company will receive will be used to establish the Companys business operations. Gross proceeds from this Offering will be $3,500,000 if the Maximum Offering is sold and $500,000 if only the Minimum Offering is sold. To present a more accurate picture of how the proceeds will be used, the following chart indicates how we intend to apply the proceeds should we only raise the Minimum Offering of $500,000, or $1,000,000, or $2,000,000 or if the Maximum Offering of $3,500,000 is raised. Proceeds are planned to be utilized as follows:
Category (9) $500,00 RAISED % OF TOTAL (1) $1,000,000 RAISED % OF TOTAL (1) $2,000,000 RAISED % OF TOTAL (1) $3,500,000 RAISED % OF TOTAL (1)

FEES & EXPENSES OF OFFERING (2) ACQUISITION OF LED (3) INVENTORY (4) CAPITAL EXPENDITURES FOR NEW FACILITY (5) NEW PRODUCT DEVELOPMENT (6) MARKETING & PROMOTION (7) WORKING CAPITAL (8)

$70,000 $415,000 0 0

14.00% 83.00%

$120,000 $835,000 $45,000 0

12.00% 83.50% 4.5%

$220,000 $835,000 $600,000 $140,000

11.00% 41.75% 30.00% 7.00%

$370,000 $835,000 $1,100,000 $270,000

10.57% 23.86% 31.43% 7.71%

0 0 0 $500,000 100%

0 0 0 $1,000,000 100%

$150,000 0 $55,000 $2,000,000

7.50%

$300,000 $250,000

8.57% 7.15% 10.71% 100%

2.75% 100%

$375,000 $3,500,000

1. All percentages are rounded to the nearest hundredth 2. This allocation includes legal, accounting, printing, Blue Sky registrations fees and other expenses associated with this Offering and placement fee of up to ten (10%) percent of the funds raised. Although we plan to sell the Units through the efforts of our own officers and directors who will not be compensated in connection with such sales, it is possible that some sales will be effected through placement agents, brokers and dealers in securities and other who may require payment of a fee in connection with such services. To the extent that certain funds may be raised by our management without any fees associated thereto, or by other who may charge less than the amount allocated, all savings will be added to Working Capital and used in the business of the Company.

3. This allocation is intended to meet the agreed upon acquisition costs for the

purchase of LED If only the Minimum Offering ($500,000) is sold, the proceeds will be adequate to make the initial installment on the purchase price of LED. Thereafter, we will be required to seek alternative financing to meet our obligation of paying the full purchase price of $835,000 by July 31, 2014. If we are successful in raising $1,000,000 through this Offering, then approximately 83% of the Offering LED TECHNOLOGIES INCORPORATED

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OF THE COMPANY Acquisition of LED Technologies, LLC.

Proceeds will be needed to complete our purchase of LED. See, BUSINESS

4. This allocation is intended to meet the cost of increasing our Inventory on hand to support of our increased sales effort. Unless we raise a minimum of $1,000,000 in this Offering, we will not be able to allocate any funds for increased inventory. 5. As mentioned earlier in this Memorandum, a portion of the proceeds of this Offering are intended to consolidate our operations into a new facility located in southern Denver so that all corporate and operating functions can be consolidated into a single facility. In order to establish this new facility we must raise a minimum of $2,000,000 in this Offering. The amount allocated for this purpose is intended to be adequate for the leasing of an adequate facility and includes the anticipated costs of a new computer system, warehouse equipment, furniture, a telephone system and necessary facility improvements. 6. This allocation is intended to meet the projected costs of new product development over the one-year period immediately following completion of this Offering. The allocation is intended to be adequate to meet the costs for product development, including molds for our devices and development and formulation for the proprietary line of prestige topical creams and ointments we are planning, and all required FDA clinical studies to secure required approval. However, unless we raise a minimum of $2,000,000 in this Offering, none of the proceeds of this Offering will be used for this purpose. In such event, our new product development will be delayed until such time as operating revenues are adequate to fund such expenditures or we are able to secure alternative funding for this purpose. 7. This allocation is intended to meet the costs of a new and much more extensive Marketing and Promotion Program for our products. However, unless we are successful in raising the Maximum Offering. None of the proceeds from this Offering will be used for such purpose. 8. This allocation will be used as general working capital to fund the operations of the Company and will be allocated in Managements sole discretion. Should additional funds become available from this Offering, either because we did not require the allocated amount to meet the costs of this Offering, or because expenditures in any particular category were less than anticipated, such funds shall be added to Working Capital and used as required in our operations in the discretion of Management. 9. The categories presented in this section relate solely to the anticipated application of the proceeds from this Offering. As discussed in this Memorandum, LED has developed commercial operations and the revenues from such existing operations, which will be acquired by us as discussed herein, have been and are expected to continue to be adequate to meet all other ongoing expenses associated with our business operations, including employee and management salaries. The foregoing categories indicate the allocation of funds in the order of priority and relative percentages that we expect to use in view of current circumstances. However, the foregoing estimates only represent our objectives and are subject to modification depending upon a number of factors which may not be presently known or exist and which may occur during the time such funds are being expended; in which event, the foregoing estimates may vary from the actual expenditures at a later date. These factors may include, without limitation,

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changes in economic conditions, unanticipated complications, delays and expenses, or problems relating to the implementation of our business plan and or market conditions generally. If the actual expenses exceed these estimates then, and in such case, we reserve the right, in managements sole discretion, to apply a reasonable percentage of the funds from the working capital reserve for any purpose we may deem necessary in furtherance of our overall objectives as they are set forth in this Memorandum. It is possible that a portion of the funds received in this Offering may not be utilized immediately, in which case we may invest unused funds temporarily in certificates of deposit, interest bearing accounts or short-term government securities, until expenditures of such funds is necessary. Income from these short-term investments will be used for debt service or added to working capital. Should any allocation made not be fully utilized for the purposes indicated, then the balance remaining will be added to Working Capital.

MANAGEMENT
With respect to our officers and director, the following table sets forth their positions with the Company and their ages: Name Lloyd Nelson Ronald Ferguson Diane Hillman Age 51 64 36 Position with the Company________ Chief Executive Officer and Chairman of the Board of Directors Vice President, Sales and Director Controller

The directors will serve until the next annual meeting of the stockholders and until their successors are qualified and elected. The officers are appointed by, and serve at the will of, the Board of Directors. There are no family relationships among the officers and directors of the Company.

Profiles of Officers and Directors

Lloyd Nelson has been Chief Executive Officer and a Director of the Company since inception and served in the same capacity with LED since December 1, 2012, when ownership realized it was time to bring in executive leadership to maximize the growth potential of LED. Throughout his career Mr. Nelson has held multiple senior leadership and executive positions with both large public corporation and private start up organizations. From 1986 to 1993 Mr. Nelson served in various capacities with PepsiCo having started in full service vending sales, where he distinguished himself as the #1 sales rep in the Country. He then moved to Fountain Beverage Sales where he also earned the distinction of being named #1perfroming Food Service Rep in the California Division, which led to his appointment as District Operations Manager in the California Division of PepsiCo. From there he advanced to District Operations Manager for Southern California, then on to become Key Accounts Manager for Southern California. From there he moved on to become National Accounts Manager, Grocery Desert Region and spent the final 1993 year at PepsiCo as their Business Development Manager for the

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Northwest Region responsible for management of PepsiCos franchise bottler network. After leaving PepsiCo, from 1993 to 1995 Mr. Nelson was employed by Quaker Oats Beverages where he was responsible for overall distribution and market performance in the Western US for Gatorade sales and market share. Following the acquisition of Snapple Mr. Nelson was involved in the overall functional integration of the Snapple operations into Quaker Oats Beverages. During his time there he achieved the highest level of product market share and consumption in the US. From 1995 to1997 Mr. Nelson was engaged by Nestle Beverages where he led the overall development of product development and channel distribution strategies for multiple regional brands of beverages. He again achieved the highest market presence and share of any other bottle water company nationally. From there during the period from 1997 to 2003 Mr. Nelson moved to a new position as Vice President of Operations at Dish Network. At Dish Network, he was responsible for building and developing a National Service & Installation business unit from conception into an 8000 employee organization performing over 250,000 events per month. In 2000 Dish Network was awarded the JD Powers Award for the highest level of customer service in the Cable & Satellite TV industry. In 2003, Mr. Nelson founded ADVEnt an In-Home Technology business serving the Home Building Industry. Within 4 years, Mr. Nelson developed ADVEnt into the fastest growing and most respected company in the industry. In 2009, Mr. Nelson sold ADVEnt to MasTec Advanced Technologies, a $3 Billion publically held company, and took on the role of Sr. Vice President of Operations. Realizing his passion for the entrepreneurial environment, Mr. Nelson formed his own business consulting firm, Nelson Management Company, where he focused on assisting developing private companies driving sustainable growth through various business facets including, among others, start-up and expansion capital, business development strategies, channel and product development and entry, operational efficiencies. In 2012 Mr. Nelson joined LED as its Chief Executive Officer where he assisted the other founders of LED in the development of its business to the point where it is today. Mr. Nelson is a graduate of San Diego State University School of Business, having received his Bachelor of Arts Degree in Business Administration and Marketing in 1985. Outside of work Mr. Nelson spends his time with his family coaching sports, fishing, golfing, traveling and participating in 3rd world mission trips with Food 4 the Hungry.

Ronald L. Ferguson is one of the founders of LED and has been Vice President of Sales and a Director of the Company since its inception. Mr. Ferguson began his professional career as an Account Executive for West US Region with AT&T in Salt Lake City, UT in 1981. He quickly advanced to Sales Manager and ultimately National Sales Manager in which position he remained until leaving AT&T in 1986. From 1986 to 1990, Mr. Ferguson served as Marketing Manager for Fairchild Communication Services in Salt Lake City, UT where he launched the marketing and sales activity for a new business unit of this Fortune 500 organization. While in that position he initiated sales of sophisticated voice and data LED TECHNOLOGIES INCORPORATED

47

systems in high-rise buildings for resale to tenants. He was the architect of the Intelligent Building sales strategy that produced over $26 Million in revenues. After leaving Fairchild, during the period 1990 to 1991, Mr. Ferguson served as Director of Marketing for Elvico S.A., a Swiss based watch company, where he headed the US sales and marketing operations. In that position he established a distribution network to US stores nationwide through a structure of sales reps, distributors and importers, generating over $2 Million in new sales during the first year. From 1991 to 1994, Mr. Ferguson served as National Sales & Marketing Manager for Maxim Inc. in Salt Lake City UT, where he directed all sales and marketing activities of their field sales force and distributor network for this gift market specialty manufacturer. As part of his responsibilities, Mr. Ferguson was charged with the design of trade show and home-based business show strategies, creation and supervision of a telemarketing sales force that ultimately accounted for 40% of the companys new business and prepared and implemented national sales and marketing strategies. From 1994 to 2000 Mr. Ferguson served as Manager of Business Development for Lore International Institute in Durango Colorado where he designed and implemented sales and marketing strategies for an international training and consulting company. During his time there he managed strategies for Fortune 500 clients and completed Lores first international translation and license agreement with SONY Corporation. From 200 to 2002, Mr. Ferguson worked as a Business Development Consultant through FMI Corporation in Denver Colorado. During this period he provided business development consulting for companies with revenues over $250 Million, conducting business development audits, sales and marketing strategic planning, and organizational need assessments. From 2002 to 2003 Mr. Ferguson assumed the responsibilities of Director of Sales for SCI, a hospital software consulting company located in Elizabeth, Colorado. In his tenure with SCI, he designed and implemented marketing strategies through which he successfully expanded SCIs client base to include such prestigious names as Kaiser Permanente, the Mayo Clinic, Norwalk Hospital Systems, Seattle Childrens Hospital and others. From 2003 to 2004, Mr. Ferguson was Director of Business Development for UNIFI Capital Partners a private equity investment company in Denver Colorado. While in that position he was responsible for designing and implementing marketing strategies, initiated a targeted email and direct mail campaigns for raising capital and investment funds and consulted on sales and marketing plans for clients business plans. In 2004, Mr. Ferguson became the co-founder of LED where he has been responsible for the sales and marketing activities of LED, and now the Company. Mr. Fergusons diverse background in sales, sales management, marketing and business development has enabled him build LEDs current market channels and customer base and Mr. Ferguson has been responsible for growing LED to its present stage of development with over $2.5 Million in sales in 2012. Mr. Ferguson will continue to head our sales and marketing team in his current position as Vice President of Sales. Mr. Ferguson received his Bachelor of Science in Business Administration & Marketing in 1972 from the University of Nebraska.

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Diane Hillman has served as Controller of the Company since its formation. Since September 2011, Ms. Hillman has been the President and Founder of Insight Services, LLC, a consulting firm she established to provide management, financial, general business and entrepreneurial consulting to both new and developing businesses. Prior to forming Insight, from 2005, Ms. Hillman served initially as Controller for ADVEnt where she worked for Mr. Nelson, and being promote d to Director of Finance & Administration in 2009 when ADVEnt was acquired by MasTec Advanced Technologies, a $3 Billion publicly held company, ultimately rising to the position of Director of Operations before leaving the firm in 2011 to form her own company. Prior to her time with ADVEnt, Ms. Hillman worked as a staff accountant first with Johnson, Cahill & OKelly, P.C., a full service CPA Firm in Boulder, Colorado (2000 2002) and later with Hercher & Company, P.C. in Denver Colorado (2002 2005). Ms. Hillman is a graduate of the University of Phoenix, graduating with honors, receiving her Bachelor of Arts Degree in Accounting in 2007, and continuing on to earn her Masters Degree in Business Administration/Finance in 2012. Ms. Hillman is currently in the Examination phase as a candidate for her Certified Public Accountants certification, which she expects to complete in 2014. Ms. Hillman comes to LED Technologies with strong financial planning, accounting, tax planning, budgetary, operations, inventory management and general business strategy experience, having spent most of her finance career in the startup environment having gained a unique understands what it takes to be successful and build a sustainable company while increasing shareholder value.

EXECUTIVE COMPENSATION
Compensation of Officers
No Officer of the Company has received or accrued any cash compensation for services rendered to the Company since its inception. However, the officers of the Company also hold the same management positions with LED and all receive salaries for their services from LED. These salaries are currently paid from LEDs operating revenues. It is expected that such operating revenues will continue to be adequate to meet such expenses following the acquisition of LED by the Company. For details regarding the compensation of our Management please refer to the Financial Statement of LED provided under the

caption FINANCIAL STATEMENTS OF LED TECHNOLOGIES, LLC annexed to this Memorandum and FORECASTED FINANCIAL INFORMATION above.

The Companys directors receive no compensation for their services in that capacity. In the future, at such time as our operating revenues are adequate for such purpose, we plan to pay our directors for their attendance at meeting and their service on committees.

Effective October 1, 2013, the Company entered into Management Agreements for the services of both Lloyd Nelson, our Chief Executive Officer and Ronald L. Ferguson, our Vice President, Sales. Under these Agreements, Mr. Nelsons salary is $150,000 per year and Mr. Fergusons is $120,000 per year. Each agreement is for an initial term expiring on December 31, 2014, and both will automatically renew for consecutive one-year terms unless notice of intent not to renew is served not less than 60 days prior to the expiration of

Employment Agreements

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either the initial term or any renewal term thereafter. Both Mr. Nelson and Mr. Ferguson are entitled to reimbursement for out of pocket business expenses, and both are entitled to a car allowance and reimbursement for medical insurance premiums in amounts to be determined by the Board of Directors. Additionally, each is entitled to an annual cost of living adjustment based upon increases in the Consumer Price Index for all cities beginning each January after the end if the initial term of their agreements.

Stock Option Plan

At this time we do not have any formal stock option plan in place for our officers, directors or employees. However, we are currently formulating plans to implement such a plan that would make Shares and options to purchase Shares available to our officers, directors, employees, consultants and others that provide services to us in the future. Any such plan will require the affirmative vote of our Board of Directors and shareholders. We believe that such a plan could provide a workable means for us to conserve cash and attract the type of qualified personnel that we will require in the future.

PLAN OF DISTRIBUTION
This Offering will be made on a self-underwritten basis, which means we will sell the Units through our officers, directors, or through qualified purchaser representatives, placement agents and others, without an underwriter. This Offering will be made on a continuous basis until March 31, 2014, subject to extension of up to 90 business days, (the Termination Date) when the Offering will end. Any extensions to this Offering will be made by our Board of Directors. The Minimum Offering must be sold on or before the Termination Date before the proceeds of the Offering will be released to us for use as set out in this Memorandum. By the terms set forth in this Memorandum, we are offering to qualified investors a total of 350 Units, at a price of $10,000 per Unit, on an 50 Unit Minimum, 350 Unit Maximum, basis. A minimum subscription of 1 Unit, or $10,000, is required of all Subscribers, although we may accept subscriptions of lesser amounts if we, in our sole judgment and discretions, deem it to be in the best interest of the Company. Additional subscriptions may be made in increments of 1 Unit or such lesser increments as we determine are in the best interest of the Company. In addition, as a further inducement to investors, each investor who purchases Units in this Offering will be entitled to select one of the Companys products as a gift from the Company. The selection can be made from the products listed in Appendix B annexed to this Memorandum.

Private Offering

This Offering is being made without registration under the Act in reliance upon Sections 3(b) and 4(2) of the Act and Rule 506 of Regulation D promulgated there under, or one or more other exemptions from the registration requirements thereof. In order to comply with the requirements of the exemptions being relied upon by us, the number of Subscribers will be limited to accredited investors who meet the suitability requirements adopted by us and discussed in this Memorandum, and to not more than 35 non-accredited investors. We will substantially rely upon the representations made in the Subscription Agreement and Investors Questionnaire to determine the eligibility of Subscribers. See INVESTORS SUITABILITY STANDARDS. Offerees and their representatives will have the opportunity to meet with and ask questions of our officers upon reasonable request, prior to the consummation of the sale of any Units. Upon request, we will also provide to all Offerees and their representatives any further

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information and documentation necessary to verify information set forth in this Memorandum, or to further explain any information presented herein, provided that the information is available to us, or can be obtained upon reasonable effort and expense, See

ADDITIONAL INFORMATION.

Subscription Agreements, once executed and delivered, are irrevocable on the part of the Subscriber or as may otherwise be provided by applicable state or federal regulations. We reserve the right at all times to reject any Subscription in our sole discretion, and any acceptance of documents, agreements or checks by us should not be construed as acceptance of the Subscription unless a copy of the Subscription Agreement signed by us in returned to the Subscriber.

DESCRIPTION OF SECURITIES BEING OFFERED

The Company is offering to potential investors up to $3,500,000 of its 12% SENIOR SECURED CONVERTIBLE DEBENTURES (the Debentures), on a $500,000 Minimum $3,500,000 Maximum basis (the Offering). The Debentures are offered in Units consisting of $10,000 face amount of Debentures on a 50 Unit Minimum, 350 Unit Maximum basis. Investor must subscribe for a minimum of 1 Unit ($10,000), although the Company may in its discretion accept subscriptions for fractional Units. The principal of and interest on the Debentures shall be and shall remain senior to all other debt or obligations of the Company, and shall be secured by the product inventory maintained by the Company, including the sales proceeds therefrom, and the Companys accounts receivable and other assets, unless by the affirmative written agreement of a majority in principal value of all issued and outstanding Debentures, the Holders of such majority of the outstanding Debentures agrees to subordinate the priority of payment of the Debentures to such other specific debt of the Company and such agreement is reduced to a written instrument duly executed by such majority of the Debenture Holders and the Company.

Interest on the Debentures, at the rate of ONE (1%) PER CENT per Month, will be paid to Debenture holders beginning 30 days following the Closing of the Minimum Offering (or the next succeeding business day if such day is not a business day) and continuing monthly thereafter during the terms of such Debentures. The Debentures will mature 2 Year after the date of their issuance at which time all accrued but unpaid interest and the full principal amount of such Debentures will be due and payable to the Debenture Holder. However, each Debenture Holder shall

have the absolute right to renew the Debentures owned by such Holder upon the same terms and conditions for an additional period of 1-year from the Maturity Date hereof. Thereafter, at the sole discretion of the Company, the Debentures may be further extended upon not less than 90 days prior written notice to the holders who shall have the right to either extend the Debentures according to the offer by the Company or to elect to convert the Debentures into Shares or to receive payment of the face amount, plus any accrued but unpaid interest at the Maturity Date. Not less than 90 days prior to the Maturity Date the Company shall send to each Debenture Holder a Notice setting forth the Maturity Date and confirming the Holders right to renew this

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Debenture for an additional 1-year period. Said Notice shall provide that if Holder desires to renew this Debenture the Holder shall sign and return to the Company the Notice to Renew that shall be provided with the Notice from the Company. Unless such Notice to Renew is received by the Company not less than a 30-day prior to the Maturity Date of this Debenture then Holders right to renew shall expire and be of no further force or effect and the principal amount of this Debenture together with any accrued interest shall be paid to Holder at the Maturity Date as provided herein. The Debentures are convertible into Shares at any time after their issuance at the sole option of the Holder by completing the Election to Convert all or any portion of the Debentures owned. The only limitation is that a Holder must convert a minimum of $1,000 face amount of the Debenture owned. The conversion price is $1.00 per Share and once Debentures are converted into Shares the Holder will have no further right to interest payment after the effective date of such conversion with respect to the Debentures that were converted. Should a Holder elect to only convert a portion of the Debentures owned, then the balance will continue to earn interest as before. The Debentures are redeemable by the Company at any time after the first year of their term upon not less 90 days prior written notice only in the event that the Company has secured a commitment from an Underwriter with respect to a public offering of its securities. In the event that the Company elects to call the Debentures, it shall give each holder at least 90 days prior notice of such redemption. The only rights a Holder has in the event of such a call id to either convert the Debentures into Shares or receive the return of the principal amount together with all accrued interest through the effective date of such call.

No Voting Right

The Debenture Holders do not have any voting rights, which means that they cannot vote for the election of directors or have any say in the management of the business of the Company. In the event that a Holder converts a portion of his Debentures into Shares, then, with respect to such Shares he shall have the same rights as any other shareholder of the Company.

Unregistered Securities

Neither the Units nor the Debentures that make up the Units, nor the Shares into which the Debentures may be converted, have been registered under the Act and are being offered in a private placement under Regulation D and, accordingly, are exempt from the registration requirements of the Act. In order for this private placement to qualify for exemption from registration, pursuant to Sections 3(b) or 4(2) of the Act and the provisions of Rule 506 of Regulation D, we must exercise reasonable care to assure that purchasers of the Units offered hereby are not underwriters themselves within the meaning of Section 2(11.) of the Act. In order to fulfill this requirement, we shall (1) make reasonable inquiry to confirm that each purchaser is acquiring the Units offered hereby for his own account and not on behalf of other persons; (2) specifically advise each purchaser that the Units purchased cannot be resold without registration under the Act or exemption there from; (3) place a legend on the certificates evidencing the Debentures offered hereby stating that the Offered Securities have not been registered under the Act and cannot be resold without such registration or exemption there from; (4) obtain from each purchaser a signed written agreement that the Debentures will not be sold without such registration under the Act or exemption there from; and (5) place stop-transfer orders in our books upon the Debentures. EVERY CERTIFICATE REPRESENTING THE OFFERED SECURITIES WILL BEAR THE FOLLOWING LEGEND: The securities represented by this certificate have not been registered under the

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Securities Act of 1933, as amended, and may not be sold, transferred, pledged, hypothecated or otherwise disposed of in the absence of (i) an effective registration statement for such securities under said Act or (ii) an opinion of counsel that such registration is not required. Appropriate Stop-Transfer Instructions Will Be Noted In Our Transfer Records. Further, each Subscriber must sign a Subscription Agreement stating that he or she is acquiring the Debentures for investment purposes and not for distribution; that he or she has been provided with all information requested and can bear the loss of his or her entire investment; that he or she understands that the Debentures must be held indefinitely unless they are subsequently registered under the Act or art exemption from such registration is available.

LEGAL PROCEEDINGS
We are not a party to any pending legal proceedings or litigation and none of our assets is the subject of a pending legal proceeding. Further, our executive officers and directors know of no legal proceedings that are threatened against us, our assets, or any of our officers or directors in their capacity as such, or contemplated by any person, entity, or governmental authority.

ADDITIONAL INFORMATION
All original documentation and information with respect to any aspect of this Offering will be kept at our offices at 133 County Road 17, Unit 2-B, Elizabeth, CO 80107 Each prospective investor will be given an opportunity to ask questions of, and receive answers from us and our officers or directors or our representatives concerning the terms and conditions of this Offering and to obtain any additional information (to the extent that we possesses such or can acquire it without it without unreasonable effort or expense) necessary to verify any information. Prospective investors having any question whatsoever regarding this Offering, or desiring any additional information or documents to verify or supplement the information contained in this Memorandum, should contact us at the addresses given in this Memorandum.

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APPENDIX A
FINANCIAL STATEMENTS OF LED TECHNOLOGY LLC

Financial Statements

LED Technologies, LLC

Nine months ended September 30, 2013 And year ended December 31, 2012 With Independent Accountants' Review Report

LED TECHNOLOGIES INCORPORATED

LED Technologies, LLC Financial Statements Nine months ended September 30, 2013 and year ended December 31, 2012

Contents Independent Accountants' Review Report .............................................1 Financial Statements Balance Sheets ...................................................................................... 2 Statements of Operations and Members' Equity (Deficit) ..................... 3 Statements of Cash Flows ..................................................................... 4 Notes to Financial Statements .............................................................. 5

LED TECHNOLOGIES INCORPORATED

CHRISTENSEN, TYNG & HJELMSTAD P.C.

CERTIFIED PUBLIC ACCOUNTANTS '

Independent Accountants' Review Report

Managing Members LED Technologies, LLC Elizabeth, Colorado We have reviewed the accompanying balance sheets of LED Technologies, LLC (a Colorado limited liability company) as of September 30, 2013 and December 31, 2012, and the related statements of operations and members' equity (deficit) and cash flows for the nine months ended September 30, 2013 and year ended December 31, 2012. A review includes primarily applying analytical procedures to management's financial data and making inquiries of company management. A review is substantially less in scope than an audit, the objective of which is the expression of an opinion regarding the financial statements as a whole. Accordingly, we do not express such an opinion. Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America and for designing, implementing, and maintaining internal control relevant to the preparation and fair presentation of the financial statements. Our responsibility is to conduct the review in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. Those standards require us to perform procedures to obtain limited assurance that there are no material modifications that should be made to the financial statements. We believe that the results of our procedures provide a reasonable basis for our report. Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in conformity with accounting principles generally accepted in the United States of America. Greenwood Village, Colorado October 7, 2013 1

9600 East Arapahoe Road, Suite 240, Greenwood Village, Colorado 80112 (303) 790-1300 I Fax: (303) 790-1359

LED TECHNOLOGIES INCORPORATED

LED Technologies, LLC Balance Sheets

30-Sep-2013 Assets Current assets: Cash and cash equivalents Accounts receivable, net of allowance for doubtful accounts of $1,750 and $23,000 Inventories Inventory deposits Prepaid expenses current assets Molds and equipment: Molds Equipment $ Accumulated depreciation Total Molds and equiipment Patents, net of accumulated amortization of $302 and $125 Liabilities and member's (Equity) Deficit Current liabilities: Accounts payable Accrued expenses Customer deposits Accrued settlement cost Other loans payable Loan payable member Total current liabilities Commitments and contingencies Members' equity (deficit) Total liabilities and members' equity (deficit) 84,518 23,207 107,725 (77,572) 30,153 4,398 $ 1,176,546 $ 34,761 6,556 107,250 70,083 80,964 850,476 26,456 $ 1,176,546 $ $ 76,368 23,207 99,575 (68,786) 30,789 4,575 791,581 32,594 12,364 15,684 72,500 734,248 (75,809) 791,581
.2

31-Dec-2012

136,846 467,957 439,388 61,375 36,429 1,141,995

96,370 73,213 541,634 45,000 756,217

$ $

See Independent Accountants' Review Report and accompanying notes

LED TECHNOLOGIES INCORPORATED

LED Technologies, LLC

Statements of Operations and Members' Equity (Deficit)

9 months ended 30-Sep-2013 Net Sales Cost of Product Sold Gross Profit Selling Expenses General and administrative Total Selling Expenses Gross Profit less Total Selling Expenses Interest Expense Net Income Distributions to members Members' deficit beginning of period Member's equity (deficit) end of period $ (75,809) 26,456 $ 1,760,680 839,981 920,699 258,665 492,941 751,606 169,093 (66,828) 102,265

Year ended 31-Dec-2012 $ 2,291,947 896,729 1,395,218 639,364 618,358 1,257,722 137,496 (78,272) 59,224 (80,000) (55,033) $ (75,809)

See Independent Accountants' Review Report and accompanying notes

LED TECHNOLOGIES INCORPORATED

Led Technologies, LLC Statements of Cash F l ows

9 months ended

Operating Activities Net Income Adjustments to reconcile net income to net cash used in operating activities: Depreciation Amortization Accretion of interest to loan payable member
Changes in operating assets and liabilities: Accounts receivable Inventories Inventory deposits Prepaid expenses Accounts payable Accrued expenses Customer deposits Accrued settlement costs Net cash used in operating activities Investing activities Acquisition of equipment Investment in patents Net cash used in investing activities Financing activities Proceeds from (repayment of) loan payable member Proceeds from other loans, net Distributions to members Net cash provided by (used in) financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of year Supplemental disclosure of non-cash transactions: Accretion of interest to loan payable to partner Supplemental disclosures of cash payments made: Cash paid for interest

30-Sep-2013

31-Dec-2012 $ 59,224 12,744 125 78,272

22,621

Year ended

$ 102,265 8,786

177 66,228 (394,744) 102,246 (16,375) 36,429 2,167 (5,808) 91,566 (2,417) (82,338) (8,150)

(187,874) (6,089) 7,356 2,885 3,926 (6,810) (1,995) (4,700) (6,695) (50,898) (80,000)

50,000 80,964 130,964 40,476 96,370

(144,403) 240,773 $
$

$
$ $

136,846
66,228 8,636

96,370
78,272

See Independent Accountants' Review Report and accompanying notes.

LED TECHNOLOGIES INCORPORATED

LED Technologies, LLC. Notes to Financial Statements September 30, 2013

LED Technologies, LLC (a Colorado limited liability company), organized in August, 2004, is a provider of FDA cleared class II LED products in the health, beauty, and lifestyle markets. Product sales are generated through retail and wholesale consumers using various marketing media including the internet, direct response programs, and print media. The Company has manufacturing relationships with foreign and domestic suppliers. At present all Company operations occur at its facility in Elizabeth, Colorado.

Organization and Significant Accounting Policies

Cash

For purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents.

The Company provides an allowance for doubtful accounts receivable based on historical experience coupled with a review of the current status of existing accounts receivable.

Accounts Receivable

Inventories

Inventories are stated at cost (first-in, first-out) or market, whichever is lower.

Molds and equipment are stated on the basis of cost. Depreciation is computed using the straight line method over estimated useful lives of the assets.

Molds a n d Equipment

Patents are carried at cost. Amortization is calculated using the straight line method.

Patents

Shipping and handling

Shipping and handling revenues are included in net sales. included in cost of goods sold.

Shipping and handling costs are

Advertising Costs

Advertising costs relating to the development and airing of infomercials for TV advertising media are expensed as incurred. Advertising costs were $58,090 and $363,460 for the periods ended September 30, 2013 and December 31, 2012.

Warranties

All sales are subject to a 30 day satisfaction guarantee. In addition, product sales are also under warranty against defects in material and workmanship for generally up to one year.

See Independent Accountants' Review Report

LED TECHNOLOGIES INCORPORATED

LED Technologies, LLC. Notes to Financial Statements September 30, 2013 Organization and Significant Accounting Policies (continued)
The Company is taxed as a flow through entity; accordingly, no income tax provision is made in the financial statements as any income or loss is includable in the tax returns of the members. After evaluation of all significant tax positions, the Company believes its tax positions are appropriate based on current facts and circumstances. Generally tax returns remain subject to examination by taxing authorities for a three year period following the date a return was filed. Accordingly, returns for 2010 through 2012 remain subject to examination.

Income Taxes

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. Actual results could differ from those estimates.

Use of Estimates

Subsequent events have been evaluated through October 7, 2013, which is the date the financial statements were issued.

Subsequent Events

The Company maintains cash balances at local financial institutions. From time to time the Company's balances may exceed Federal Deposit Insurance Corporation insured limits.

1. Concentrations and Risks

2. Concentrations and Risks

The Company performs periodic credit evaluations of its customers financial condition and generally does not require collateral. Annual credit losses have been within managements' expectations. Sales to three customers accounted for 51% of revenues for the nine month period ended September 30, 2013 and sales to four customers accounted for 35% or revenues for the year ended December 31, 2012. 86% of accounts receivable at September 30, 2013 are attributable to two customers. Individual consumers comprise a substantial portion of sales. As a result of those sales relationships, shipping can become an important component or product cost. Fuel price changes, shipping rates, and strikes by third party drivers could impact the Company's ability to ship, and thus impact profitability. Substantially all product inventory is currently acquired from foreign sources. Product delivery, product availability, international relations and foreign exchange rates could impact profitability. The Company may be exposed to assert and unassisted legal claims encountered in the ordinary course of business. Management believes that the ultimate resolution of any such matter would not have a material adverse effect on the operating results or the financial position of the Company.
See Independent Accountants' Review Report. 6

LED TECHNOLOGIES INCORPORATED

LED Technologies, LLC. Notes to Financial Statements (Continued)

At present, the Company acquires substantially all of its inventories from foreign sources under an arrangement, whereby 30% of the inventory purchase price is paid upon order, 50% of the inventory purchase price is payable upon shipment, and the remaining 20% is payable upon arrival at the port of entry. At September 30, 2013 approximately $232,000 would be required to fulfill inventory purchase commitments.

3. Inventory Deposits

4. Loan Payable Member

The Company has entered into a financing arrangement with a Member, requiring monthly interest at 10% of all amounts outstanding (Principal, unpaid interest and late fees). Unpaid interest and late fees are added to the principal balance. The promissory note is payable on demand.

5. Other Loans Payable

Loans payable to lending institution requiring daily payments of approximately $355 including principal and interest at 18%, maturing approximately May 31, 2014, secured by substantially all tangible and intangible assets.

6. Other Commitments and Subsequent Events

The Company has a facility lease agreement expiring February, 2014 requiring payments of $3,050 per month. Facility rent expense for the periods ended September 30, 2013 and December 31, 2012 was $30,253 and $38,937 respectively. Effective August 31, 2013 the Company entered into a licensing agreement expiring December 31, 2016 with Kathy Ireland, LLC for certain rights to the name, likeness, and visual representation of Ms. Kathy Ireland. The licensing agreement requires annual marketing fees of $50,000 and royalty payments based on net sales (as defined). Royalties are 6% of net sales until certain minimum sales levels are attained; thereafter the rate is reduced to 3% of net sales. Minimum guaranteed payments (including marketing and royalties) pursuant to the licensing agreement are as follows: Year ending st December 31 2014 2015 2016 Minimum Guaranteed Payments $140,000 $230,000 $350,000 $720,000

Minimum guaranteed payments are expensed ratably on a monthly basis. Amounts disbursed in excess of amounts expensed are reflected on the balance sheet as prepaid expenses.

See Independent Accountants' Review Report.

LED TECHNOLOGIES INCORPORATED

APPENDIX B
FROECASTED FINANCIAL STATEMENTS

REVENUE & EBITDA $60,000,000

$50,000,000

$40,000,000 Revenue EBITDA

$30,000,000

$20,000,000

$10,000,000

$Year 1 Year 2 Year 3 Year 4

Year 1 Revenue OpEx COGS R&D S&M SG&A EBITDA $ $ $ $ $ $ $ 12,721,654 $ 2,580,700 6,651,240 $ $

Year 2 24,288,402 $ 3,227,542 12,331,739 $ $

Year 3 43,043,408 $ 3,913,608 $ 22,082,735 $

Year 4 53,318,638 4,654,633 27,849,345 6,553,978 14,260,682

135,000 $ 1,695,608 $ $

100,000 $ 3,531,468 $ $

50,000 $ 5,444,116 $ $

1,794,106 $

5,197,653 $

11,602,948 $

REVENUE & OPEX

$60,000,000 15000000

REVENUE COGS OPEX S&M R&D EBITDA

$50,000,000

$40,000,000 10000000

$30,000,000

$20,000,000 5000000

$10,000,000

$- 0

Year 1 1

Year 2

Year 3

Year 4

4 Year 5

Year 1 Cash Balance Disbursements Loan Balance $ $ 2,764,525 -1,100,000 $ $

Year 2 6,893,926 -1,900,000 $

Year 3 18,219,520 $ -1,900,000 $

Year 4 31,164,341 -1,900,000

LED TECHNOLOGIES INCORPORATED

OPERATING CASH FLOW

35,000,000 20000000 30,000,000 17500000 25,000,000 15000000 20,000,000 12500000 15,000,000 10000000 10,000,000 7500000 5,000,000 5000000 0 2500000 0 -5,000,000

Cash Balance Disbursements Loan Balance

2013 Year 1

2014 Year 2

2015 Year 3

2016 Year 4

2017 Year 5

2013 Cash Balance Disbursements Loan Balance $ 282,963 $ 825,000 $

2014 2,764,525 -1,100,000 $ $

2015 6,893,926 -1,900,000 $

2016 18,219,520 $ -1,900,000 $

2017 31,164,341 -1,900,000

REVENUE BY PRODUCT

PRODUCT DPL Therapy System (Panel) Handheld Flex TBD Light Heads Sales - Product Sales - Cream Sales - Parts Sales - Freight TBD TOTAL

FDA 2008 2010 2013

Launch 2008 2010 2013

Year 1 1,115,651 1,744,450 402,919

Year 2 1,164,146 7,714,761 2,419,857

Year 3 3,029,962 13,988,064 4,385,990

Year 4 6,442,302 25,214,398 5,614,373

Year 5 8,325,451 30,881,964 6,781,486

2010

2010

147,088

1,250,123

2,258,910

4,048,701

4,699,625

8,353 33,780 40,568

121,162 26,016 25,589

480,510 75,305 69,661

1,483,601 156,376 83,656

2,311,865 218,869 99,378

3,492,808

12,721,654

24,288,402

43,043,408

53,318,638

HEADCOUNT

Year 1 Headcount 12

Year 2 16

Year 3 18

Year 4 20

LED TECHNOLOGIES INCORPORATED

Handheld Revenue Panel System Revenue LED Heads Revenue Flex System Revenue Parts Revenue Creams Revenue Freight Revenue Total Revenue $ $ $ $ $ $ $ $ $ 352,077.00 6,758.00 120,857.00 113,685.00 580.49 1,134.35 12,960.83 1,181.30 609,233.97 $ 179,322.00 $ 2,232.00 $ 14,927.00 $ 64,350.00 $ 689.41 $ 1,278.04 $ 3,149.80 $ 614.76 $ 266,563.00 $ 204,039.00 $ 325,710.00 $ 228,393.00 $ 26,040.00 $ 10,602.00 $ 19,902.00 $ 14,355.00 $ 126,247.00 $ 21,285.00 $ 67,210.00 $ 87,945.00 $ 123,090.00 $ 754.75 $ 896.40 $ 972.60 $ 1,042.17 $ 1,775.30 $ 2,201.42 $ 664.18 $ 15,911.55 $ 1,515.56 $ 743.22 $ 1,060.64 $ 928.46 $ 314,848.33 $ 570,147.89 $ 398,288.04 $ 213,048.00 $ 439,131.00 $ 325,446.00 $ 33,852.00 $ 316,076.00 $ 49,662.00 $ 24,508.00 $ 135,795.00 $ 32,153.00 $ 37,840.00 $ 112,805.00 $ 86,295.00 $ 1,149.75 $ 1,280.50 $ 1,430.38 $ 1,549.81 $ 1,957.21 $ 2,601.60 $ 4,476.78 $ 13,576.84 $ 7,184.35 $ 711.85 $ 2,170.03 $ 1,153.51 $ 317,136.19 $ 1,022,791.57 $ 505,925.84 $ 366,069.00 $ 464,145.00 $ 413,985.00 $ 30,690.00 $ 58,032.00 $ 26,784.00 $ 33,605.00 $ 144,243.00 $ 41,965.00 $ 69,410.00 $ 143,770.00 $ 193,435.00 $ 1,506.58 $ 1,656.46 $ 1,732.66 $ 3,105.37 $ 2,821.11 $ 2,796.71 $ 1,325.79 $ 19,962.90 $ 2,184.41 $ 1,165.42 $ 1,664.87 $ 1,585.51 $ 506,877.16 $ 836,295.33 $ 684,468.28

Income Year 1 Jan Feb $ 647,351.59 $ 370,324.54 $ 17,099.13 $ 6,452.90 $ 190,395.18 $ 27,044.93 $ 212,370.00 $ 123,475.00 $ 1,064.23 $ 1,263.92 $ 5,482.68 $ 6,177.17 $ 1,021.66 $ 1,213.37 $ 1,074,784.47 $ 535,951.83 Mar Apr May $ 431,005.29 $ 576,658.72 $ 490,689.27 $ 53,173.70 $ 27,196.35 $ 38,828.85 $ 26,094.40 $ 199,993.13 $ 38,492.85 $ 132,215.00 $ 166,371.52 $ 240,196.22 $ 1,383.72 $ 1,643.40 $ 1,783.10 $ 5,037.17 $ 8,580.60 $ 10,640.20 $ 1,328.37 $ 1,577.67 $ 1,711.77 $ 650,237.64 $ 982,021.39 $ 822,342.25 Jun Jul Aug $ 434,699.98 $ 833,761.63 $ 673,502.90 $ 63,952.80 $ 512,750.20 $ 93,952.75 $ 47,586.57 $ 216,491.30 $ 59,688.77 $ 77,564.60 $ 216,753.32 $ 162,762.80 $ 2,107.88 $ 2,347.58 $ 2,622.36 $ 7,490.73 $ 9,459.83 $ 12,574.41 $ 2,023.57 $ 2,253.67 $ 2,517.47 $ 635,426.13 $ 1,793,817.52 $ 1,007,621.46 Sep $ 773,956.55 $ 67,170.55 $ 61,638.25 $ 144,099.20 $ 2,762.06 $ 15,009.31 $ 2,651.57 $ 1,067,287.48 Oct $ 863,676.60 $ 114,946.20 $ 235,632.72 $ 271,245.80 $ 3,036.84 $ 13,635.34 $ 2,915.37 $ 1,505,088.87 Nov $ 885,081.05 $ 58,473.90 $ 76,883.70 $ 372,573.50 $ 3,176.54 $ 13,517.44 $ 3,049.47 $ 1,412,755.59 Dec $ 734,052.55 $ 110,148.25 $ 70,181.67 $ 300,229.80 $ 2,824.82 $ 13,557.57 $ 3,324.74 $ 1,234,319.40

Total $ 7,714,760.67 $ 1,164,145.58 $ 1,250,123.47 $ 2,419,856.76 $ 26,016.44 $ 121,162.44 $ 25,588.70 $ 12,721,654.05 $ 357,489.00 $ 3,868,854.00 $ 55,738.00 $ 636,368.00 $ 36,663.00 $ 746,603.00 $ 156,145.00 $ 1,255,980.00 $ 1,540.81 $ 14,190.78 $ 2,805.01 $ 25,068.09 $ 6,859.87 $ 89,772.84 $ 1,423.43 $ 14,403.01 $ 618,664.13 $ 6,651,239.72

Handheld COGS Panel System COGS LED Heads COGS Flex System COGS Parts COGS Creams COGS Freight Costs Warranty Costs Total COGS

LED TECHNOLOGIES INCORPORATED

$ 13,770.99 $ 1,277.08 $ $ $ 50.00 $ 18,334.90 $ 53,469.18 $ 8,413.33 $ 757.20 $ 3,351.63 $ 1,347.50 $ 6,448.71 $ 107,220.52 $ $ $ $ $ $ $ $ $ $ $ $ $ 13,254.16 2,516.71 500.00 50.00 13,847.18 30,989.62 8,413.33 757.20 5,038.70 1,347.50 3,215.71 79,930.11 $ 15,403.23 $ 1,660.46 $ 14,000.00 $ $ 50.00 $ 19,856.73 $ 42,599.77 $ 8,413.33 $ 757.20 $ 3,858.91 $ 1,347.50 $ 3,901.43 $ 111,848.56 $ $ $ $ $ $ $ $ $ $ $ $ $ 18,787.49 2,972.08 500.00 50.00 14,413.86 33,899.67 8,413.33 757.20 5,195.19 1,347.50 5,892.13 92,228.45 $ 23,094.91 $ 3,139.71 $ $ $ 50.00 $ 27,714.55 $ 56,166.33 $ 8,413.33 $ 757.20 $ 5,623.27 $ 1,347.50 $ 4,934.05 $ 131,240.85 $ 27,543.15 $ 2,529.46 $ 14,000.00 $ $ 50.00 $ 20,075.50 $ 26,662.49 $ 8,413.33 $ 757.20 $ 7,846.83 $ 1,347.50 $ 3,812.56 $ 113,038.01 $ 26,738.76 $ 3,817.09 $ $ 500.00 $ $ 32,641.52 $ 62,579.69 $ 8,413.33 $ 757.20 $ 6,740.51 $ 1,347.50 $ 10,762.91 $ 154,298.50 $ 31,564.88 $ 4,146.83 $ 14,000.00 $ $ $ 34,460.50 $ 47,779.90 $ 8,413.33 $ 757.20 $ 13,037.31 $ 1,347.50 $ 6,045.73 $ 161,553.18 $ 37,660.27 $ 3,314.47 $ $ 500.00 $ $ 42,591.83 $ 65,468.46 $ 8,413.33 $ 757.20 $ 9,367.28 $ 1,347.50 $ 6,403.72 $ 175,824.06

Gross Profit %

$ 465,550.51 $ 269,388.83 $ 335,389.30 $ 411,873.50 $ 424,054.22 $ 318,289.94 $ 771,025.96 $ 501,695.63 $ 560,410.32 $ 668,793.54 $ 728,287.31 $ 615,655.27 $ 6,070,414.33 43% 50% 52% 42% 52% 50% 43% 50% 53% 44% 52% 50% 48% $ 38,754.03 $ 4,644.21 $ 14,000.00 $ $ $ 29,992.11 $ 54,081.66 $ 8,413.33 $ 757.20 $ 11,515.44 $ 1,347.50 $ 9,030.53 $ 172,536.03 $ 40,706.08 $ 4,811.84 $ $ $ $ 50,381.46 $ 92,652.79 $ 8,413.33 $ 757.20 $ 10,418.90 $ 1,347.50 $ 8,476.53 $ 217,965.64 $ 46,663.26 $ 4,155.93 $ $ 500.00 $ $ 35,408.86 $ 59,736.80 $ 8,413.33 $ 757.20 $ 13,535.45 $ 1,347.50 $ 7,405.92 $ 177,924.25 $ 333,941.19 $ 38,985.87 $ 56,000.00 $ 2,500.00 $ 300.00 $ 339,719.00 $ 626,086.36 $ 100,960.00 $ 9,086.40 $ 95,529.42 $ 16,170.00 $ 76,329.92 $ 1,695,608.16

Marketing Advertising Trade Shows Associations Subscriptions Royalty Fees Rep Commissions Sales Payroll Sales Payroll Exp Sales Commission Sales Benefits Sales Expenses Total Sales Expenses

Gross Profit After Sales %

$ 358,329.98 $ 189,458.72 $ 223,540.75 $ 319,645.05 $ 292,813.36 $ 205,251.92 $ 616,727.46 $ 340,142.45 $ 384,586.27 $ 496,257.52 $ 510,321.67 $ 437,731.02 $ 4,374,806.17 33% 35% 34% 33% 36% 32% 34% 34% 36% 33% 36% 35% 34%

Expense Year 1 1,500.00 5,373.92 200.00 8,615.00 1,500.00 3,251.19 200.00 8,615.00 $ $ $ $ 1,500.00 4,910.11 200.00 8,615.00 $ $ $ $ 1,500.00 4,111.71 200.00 8,615.00 $ $ $ $ 1,500.00 3,177.13 200.00 8,615.00 $ $ $ $ 1,500.00 8,969.09 200.00 8,615.00 $ $ $ $ 1,500.00 5,038.11 200.00 8,615.00 $ $ $ $ 1,500.00 5,336.44 200.00 8,615.00 $ $ $ $ 1,500.00 7,525.44 200.00 8,615.00 $ $ $ $ 1,500.00 7,063.78 200.00 8,615.00 $ $ $ $ 1,500.00 6,171.60 200.00 8,615.00 $ 1,500.00 $ $ 2,679.76 $ $ 200.00 $ $ 8,615.00 $ $ 18,000.00 $ 63,608.27 $ 2,400.00 $ 103,380.00

$ $ $ $

$ 624.00 $ 624.00 $ 1,680.00 $ 1,680.00 $ 2,608.08 $ 2,515.01 $ 8,709.72 $ 4,209.72 $ 2,149.57 $ 1,071.90 $ 8,598.28 $ 4,287.61 $ 30,000.00 $ 30,000.00 $ 2,149.57 $ 1,071.90 $ 4,299.14 $ 2,143.81 150.00 7,096.18 1,071.90 4,019.64 6,290.00 535.95 78,846.47 19,711.62 3,576.31 $ 2,600.95 $ 1,300.48 $ $ 832.50 $ 35.00 $ 1,964.04 $ 205,962.41 5,401.12 $ 3,928.09 $ 1,964.04 $ 4,522.88 $ 3,289.37 $ 1,644.68 $ $ 832.50 $ 35.00 $ 1,644.68 $ 199,280.92 3,494.84 $ 2,541.70 $ 1,270.85 $ $ 832.50 35.00 $ $ 1,270.85 $ 190,282.97 9,866.00 $ 7,175.27 $ 3,587.64 $ $ 832.50 $ 35.00 $ 3,587.64 $ 293,026.29

$ 624.00 $ 624.00 $ 624.00 $ 624.00 $ 624.00 $ 624.00 $ 624.00 $ 624.00 $ 624.00 $ 624.00 $ 7,488.00 $ 1,680.00 $ 1,680.00 $ 1,680.00 $ 1,680.00 $ 1,680.00 $ 1,680.00 $ 1,680.00 $ 1,680.00 $ 1,680.00 $ 1,680.00 $ 20,160.00 $ 2,622.69 $ 1,980.96 $ 2,485.03 $ 1,898.31 $ 2,514.02 $ 1,843.53 $ 2,874.34 $ 4,554.68 $ 5,119.56 $ 5,223.55 $ 36,239.76 $ 4,209.72 $ 4,209.72 $ 4,209.72 $ 4,209.72 $ 54,209.72 $ 4,209.72 $ 4,209.72 $ 4,209.72 $ 4,209.72 $ 4,209.72 $ 105,016.67 $ 1,300.48 $ 1,964.04 $ 1,644.68 $ 1,270.85 $ 3,587.64 $ 2,015.24 $ 2,134.57 $ 3,010.18 $ 2,825.51 $ 2,468.64 $ 25,443.31 $ 5,201.90 $ 7,856.17 $ 6,578.74 $ 5,083.41 $ 14,350.54 $ 8,060.97 $ 8,538.30 $ 12,040.71 $ 11,302.04 $ 9,874.56 $ 101,773.23 $ 30,000.00 $ 30,000.00 $ 30,000.00 $ 30,000.00 $ 30,000.00 $ 30,000.00 $ 30,000.00 $ 30,000.00 $ 30,000.00 $ 30,000.00 $ 360,000.00 $ 1,300.48 $ 1,964.04 $ 1,644.68 $ 1,270.85 $ 3,587.64 $ 2,015.24 $ 2,134.57 $ 3,010.18 $ 2,825.51 $ 2,468.64 $ 25,443.31 $ 2,600.95 $ 3,928.09 $ 3,289.37 $ 2,541.70 $ 7,175.27 $ 4,030.49 $ 4,269.15 $ 6,020.36 $ 5,651.02 $ 4,937.28 $ 50,886.62 $ 150.00 $ 150.00 $ 150.00 $ 150.00 $ 150.00 $ 150.00 $ 150.00 $ 150.00 $ 150.00 $ 150.00 $ 1,800.00 $ 7,096.18 $ 7,096.18 $ 7,096.18 $ 7,096.18 $ 7,096.18 $ 7,096.18 $ 7,096.18 $ 7,096.18 $ 7,096.18 $ 7,096.18 $ 85,154.18 $ 1,300.48 $ 1,964.04 $ 1,644.68 $ 1,270.85 $ 3,587.64 $ 2,015.24 $ 2,134.57 $ 3,010.18 $ 2,825.51 $ 2,468.64 $ 25,443.31 $ 4,876.78 $ 7,365.16 $ 6,167.57 $ 4,765.70 $ 13,453.63 $ 7,557.16 $ 8,004.66 $ 11,288.17 $ 10,595.67 $ 9,257.40 $ 95,412.41 $ 6,290.00 $ 6,290.00 $ 6,290.00 $ 6,290.00 $ 6,290.00 $ 6,290.00 $ 6,290.00 $ 6,290.00 $ 6,290.00 $ 6,290.00 $ 75,480.00 650.24 $ $ 982.02 $ 822.34 $ 635.43 $ 1,793.82 $ 1,007.62 $ 1,067.29 $ 1,505.09 $ 1,412.76 $ 1,234.32 $ 12,721.65 $ 78,846.47 $ 78,846.47 $ 78,846.47 $ 78,846.47 $ 78,846.47 $ 78,846.47 $ 78,846.47 $ 78,846.47 $ 78,846.47 $ 78,846.47 $ 946,157.60 $ 19,711.62 $ 19,711.62 $ 19,711.62 $ 19,711.62 $ 19,711.62 $ 19,711.62 $ 19,711.62 $ 19,711.62 $ 19,711.62 $ 19,711.62 $ 236,539.40 5,541.92 $ 4,030.49 $ 2,015.24 $ $ 832.50 35.00 $ $ 2,015.24 $ 206,976.98 5,870.08 $ 4,269.15 $ 2,134.57 $ $ 832.50 $ 35.00 $ 2,134.57 $ 210,692.77 8,277.99 $ 6,020.36 $ 3,010.18 $ $ 832.50 $ 35.00 $ 3,010.18 $ 232,074.16 7,770.16 $ 5,651.02 $ 2,825.51 $ $ 832.50 $ 35.00 $ 2,825.51 $ 228,484.05 6,788.76 $ 4,937.28 $ 2,468.64 $ 832.50 $ 35.00 $ $ 2,468.64 $ 220,558.41 69,969.10 50,886.62 25,443.31 $ 9,990.00 $ 420.00 $ 25,443.31 $ 2,580,700.04

LED TECHNOLOGIES INCORPORATED

150.00 $ $ $ 7,096.18 $ $ 2,149.57 $ $ 8,060.88 $ $ 6,290.00 $ $ 1,074.78 $ $ 78,846.47 $ $ 19,711.62 $ 5,911.31 $ 2,947.74 $ 4,299.14 $ 2,143.81 $ 2,149.57 $ 1,071.90 $ $ 832.50 $ 35.00 $ 1,071.90 $ 186,423.33 $ 832.50 $ 35.00 $ 1,300.48 $ 191,673.87

Operating Expenses Automobile Expense Bad Debt Bank Service Charges Benefits Communication Cell Phone Internet Credit Card Fees Depreciation FDA Support Insurance Interest Expense Miscellaneous Office Supplies Payroll Expenses Fees Taxes Postage and Delivery Professional Fees Rent Repairs Salary Expense Incentives Travel & Ent Airfare Lodging Meals & Ent Utilities Janitorial, trash, etc Security Website Expenses Total Expenses

$ $ $

$ 832.50 $ 35.00 $ 2,149.57 $ 215,263.87

Net Income

$ 143,066.12 $ 3,035.38 $ 31,866.88 $ 113,682.64 $ 93,532.44 $ 14,968.95 $ 323,701.17 $ 133,165.47 $ 173,893.50 $ 264,183.35 $ 281,837.63 $ 217,172.61 $ 1,794,106.13 13% 1% 5% 12% 11% 2% 18% 13% 16% 18% 20% 18% 14%

Handheld Revenue Panel System Revenue LED Heads Revenue Flex System Revenue Parts Revenue Creams Revenue Freight Revenue Total Revenue $ 393,386.40 $ 354,802.80 $ 678,150.00 $ 66,774.00 $ 38,737.60 $ 77,066.00 $ 42,735.00 $ 32,945.00 $ 213,620.00 $ 157,135.00 $ 225,610.00 $ 158,169.00 $ 2,364.70 $ 2,590.78 $ 2,816.86 $ 4,519.81 $ 4,816.02 $ 6,142.78 $ - $ 5,276.00 $ 1,029.26 $ 1,543.24 $ 1,547.88 $ 2,283.46 $ 668,458.15 $ 666,326.07 $ 1,139,277.35 $ 375,711.60 $ 426,399.60 $ 906,391.20 $ 31,620.00 $ 68,014.00 $ 406,372.80 $ 38,060.00 $ 49,610.00 $ 226,545.00 $ 105,270.00 $ 222,013.00 $ 200,123.00 $ 3,056.57 $ 3,296.29 $ 3,536.00 $ 6,502.57 $ 6,601.88 $ 8,742.77 $ 6,067.60 $ - $ 8,180.88 $ 1,281.50 $ 1,791.07 $ 3,782.22 $ 567,569.85 $ 777,725.83 $ 1,763,673.87 $ 483,991.20 $ 591,280.80 $ 68,634.00 $ 139,301.60 $ 58,300.00 $ 68,915.00 $ 76,879.00 $ 81,169.00 $ 3,775.71 $ 4,015.43 $ 9,346.22 $ 9,903.68 $ 886.41 $ 6,334.20 $ 1,573.76 $ 2,029.38 $ 703,386.30 $ 902,949.09 $ $ $ $ $ $ $ $ $ 860,904.00 109,926.00 236,940.00 353,969.00 4,255.14 11,740.93 1,029.26 3,312.00 1,582,076.32 $ $ $ $ $ $ $ $ $ 656,634.00 134,862.40 76,835.00 131,219.00 4,494.85 12,603.45 7,125.80 2,306.79 1,026,081.29 $ $ $ $ $ $ $ $ $ 682,162.80 138,421.20 84,150.00 234,289.00 4,734.57 13,404.01 2,637.18 1,159,798.76 $ $ $ $ $ $ $ $ $

Income Year 2 Jan Feb $ 1,199,558.77 $ 787,328.47 $ 572,285.84 $ 128,370.35 $ 306,045.50 $ 78,484.45 $ 408,799.50 $ 295,526.00 $ 3,920.80 $ 4,335.28 $ 24,610.48 $ 21,845.75 $ 10,552.00 $ $ 2,525,772.89 $ 1,315,890.30 Mar $ 792,228.33 $ 92,521.66 $ 67,943.15 $ 470,284.50 $ 4,749.76 $ 23,277.42 $ 10,552.00 $ 1,461,556.82 Apr $ 1,214,249.60 $ 154,762.45 $ 337,661.30 $ 298,392.82 $ 5,164.24 $ 29,690.09 $ $ 2,039,920.51 May $ 834,570.42 $ 76,807.80 $ 78,070.70 $ 261,676.66 $ 5,603.72 $ 31,429.08 $ 10,552.00 $ 1,298,710.38 Jun $ 861,103.64 $ 134,370.15 $ 93,420.10 $ 422,370.52 $ 6,043.19 $ 31,909.09 $ $ 1,549,216.69 Jul $ 1,742,719.88 $ 691,346.98 $ 364,688.95 $ 424,946.18 $ 6,482.67 $ 42,256.74 $ 12,668.40 $ 3,285,109.79 Aug $ 980,640.36 $ 137,370.05 $ 111,954.60 $ 159,104.36 $ 6,922.14 $ 45,173.41 $ $ 1,441,164.92 Sep $ 1,248,885.70 $ 281,697.76 $ 132,083.25 $ 217,263.96 $ 7,361.62 $ 47,867.81 $ 12,668.40 $ 1,947,828.50 Oct $ 1,583,378.52 $ 218,762.15 $ 383,590.60 $ 656,185.96 $ 7,801.09 $ 56,747.82 $ $ 2,906,466.14 Nov $ 1,382,896.92 $ 272,461.74 $ 147,859.25 $ 321,226.96 $ 8,240.57 $ 60,916.67 $ 12,668.40 $ 2,206,270.50 Dec $ 1,360,503.14 $ 269,204.57 $ 157,107.90 $ 450,212.76 $ 8,680.04 $ 64,786.05 $ $ 2,310,494.46

Total $ 13,988,063.74 $ 3,029,961.50 $ 2,258,909.75 $ 4,385,990.19 $ 75,305.10 $ 480,510.39 $ 69,661.20 $ 24,288,401.88 7,038,688.80 1,622,788.00 1,321,815.00 2,137,905.00 41,075.51 99,415.94 43,052.09 26,998.45 12,331,738.79

Handheld COGS Panel System COGS LED Heads COGS Flex System COGS Parts COGS Creams COGS Freight Costs Warranty Costs Total COGS

$ $ $ $ $ $ $ $ $

628,874.40 343,058.40 193,160.00 192,060.00 2,138.62 5,091.82 7,122.68 2,909.98 1,374,415.90

LED TECHNOLOGIES INCORPORATED

$ 36,921.60 $ 37,066.22 $ 39,937.20 $ 7,455.30 $ 14,000.00 $ $ - $ 500.00 $ 50.00 $ 50.00 $ 36,646.96 $ 40,079.51 $ 130,719.95 $ 98,646.61 $ 8,413.33 $ 8,413.33 $ 757.20 $ 757.20 $ 5,607.60 $ 7,420.37 $ 1,470.00 $ 1,470.00 $ 8,769.34 $ 12,239.52 $ 283,293.18 $ 214,098.06 $ 42,929.04 $ 40,877.86 $ 40,004.64 $ 8,553.99 $ - $ 14,000.00 $ - $ $ 50.00 $ 50.00 $ 42,547.23 $ 43,771.49 $ 111,358.89 $ 112,610.21 $ 8,413.33 $ 8,413.33 $ 757.20 $ 757.20 $ 6,277.25 $ 7,651.64 $ 1,470.00 $ 1,470.00 $ 7,792.26 $ 9,295.30 $ 261,599.86 $ 247,451.03 $ 51,072.06 $ 50,548.79 $ 53,103.33 $ 8,652.68 $ - $ 14,000.00 $ 500.00 $ $ - $ $ 63,222.19 $ 51,999.39 $ 197,879.34 $ 96,248.31 $ 8,413.33 $ 8,413.33 $ 757.20 $ 757.20 $ 8,669.49 $ 9,328.19 $ 1,470.00 $ 1,470.00 $ 19,710.66 $ 8,646.99 $ 404,797.62 $ 250,064.87

Gross Profit %

$ 1,151,356.98 $ 647,432.15 $ 795,230.74 $ 900,643.15 $ 731,140.53 $ 771,490.86 $ 1,521,435.92 $ 737,778.62 $ 1,044,879.41 $ 1,324,389.82 $ 1,180,189.21 $ 1,150,695.70 $ 11,956,663.08 46% 49% 54% 44% 56% 50% 46% 51% 54% 46% 53% 50% 49% $ 56,624.37 $ 56,641.86 $ 53,202.02 $ 10,751.36 $ - $ 14,000.00 $ 500.00 $ $ - $ $ 56,501.69 $ 61,632.19 $ 137,801.67 $ 164,428.13 $ 8,413.33 $ 8,413.33 $ 757.20 $ 757.20 $ 10,404.16 $ 11,171.01 $ 1,470.00 $ 1,470.00 $ 11,686.97 $ 17,438.80 $ 337,361.42 $ 346,703.88 $ 64,756.24 $ 63,369.33 $ 54,300.71 $ 10,850.05 $ - $ $ - $ 500.00 $ - $ $ 65,381.46 $ 68,715.27 $ 158,788.72 $ 153,654.61 $ 8,413.33 $ 8,413.33 $ 757.20 $ 757.20 $ 11,656.98 $ 12,732.95 $ 1,470.00 $ 1,470.00 $ 13,237.62 $ 13,862.97 $ 378,762.27 $ 334,325.70 $ 561,691.04 $ 331,131.38 $ 56,000.00 $ 2,500.00 $ 300.00 $ 598,894.96 $ 1,605,522.50 $ 100,960.00 $ 9,086.40 $ 102,011.45 $ 17,640.00 $ 145,730.41 $ 3,531,468.14

Marketing Advertising Trade Shows Associations Subscriptions Royalty Fees Rep Commissions Sales Payroll Sales Payroll Exp Sales Commission Sales Benefits Sales Expenses Total Sales Expenses

$ 30,999.76 $ 29,883.91 $ 38,901.00 $ 5,419.10 $ - $ $ - $ 500.00 $ 50.00 $ 50.00 $ 33,798.68 $ 34,598.91 $ 151,172.37 $ 92,213.68 $ 8,413.33 $ 8,413.33 $ 757.20 $ 757.20 $ 4,765.56 $ 6,326.23 $ 1,470.00 $ 1,470.00 $ 15,154.64 $ 7,895.34 $ 285,482.54 $ 187,527.71

Gross Profit After Sales %

$ 865,874.44 $ 459,904.44 $ 511,937.56 $ 686,545.09 $ 469,540.68 $ 524,039.82 $ 1,116,638.30 $ 487,713.74 $ 707,517.98 $ 977,685.94 $ 801,426.94 $ 816,370.00 $ 8,425,194.94 34% 35% 35% 34% 36% 34% 34% 34% 36% 34% 36% 35% 35%

Expense Year 2 2,000.00 6,579.45 200.00 9,255.00 $ $ $ $ 2,000.00 7,307.78 200.00 9,255.00 $ 2,000.00 $ $ 10,199.60 $ $ 200.00 $ $ 9,255.00 $ 2,000.00 6,493.55 200.00 9,255.00 $ $ $ $ 2,000.00 7,746.08 200.00 9,255.00 $ 2,000.00 $ $ 16,425.55 $ $ 200.00 $ $ 9,255.00 $ 2,000.00 7,205.82 200.00 9,255.00 $ $ $ $ 2,000.00 9,739.14 200.00 9,255.00 $ 2,000.00 $ 2,000.00 $ 2,000.00 $ 24,000.00 $ 14,532.33 $ 11,031.35 $ 11,552.47 $ 121,442.01 $ 200.00 $ 200.00 $ 200.00 $ 2,400.00 $ 9,255.00 $ 9,255.00 $ 9,255.00 $ 111,060.00

$ 2,000.00 $ $ 12,628.86 $ $ 200.00 $ $ 9,255.00 $ 768.00 1,960.00 8,660.32 54,365.28 5,051.55 20,206.18 30,000.00 5,051.55 10,103.09 $ 150.00 $ 150.00 $ 7,420.48 $ 7,420.48 $ 2,923.11 $ 4,079.84 $ 10,961.68 $ 15,299.40 $ 6,290.00 $ 6,290.00 $ 1,461.56 $ 2,039.92 $ 82,449.75 $ 82,449.75 $ 20,612.44 $ 20,612.44 8,038.56 $ 11,219.56 $ 5,846.23 $ 8,159.68 $ 2,923.11 $ 4,079.84 $ $ 832.50 $ 35.00 $ 4,079.84 $ 261,681.87 7,142.91 $ 5,194.84 $ 2,597.42 $ $ 832.50 $ 35.00 $ 2,597.42 $ 233,305.48 8,520.69 $ 18,068.10 $ 6,196.87 $ 13,140.44 $ 3,098.43 $ 6,570.22 $ $ 832.50 $ 35.00 $ 3,098.43 $ 239,613.92 $ 832.50 $ 35.00 $ 6,570.22 $ 323,934.93 $ 150.00 $ 150.00 $ 150.00 $ 7,420.48 $ 7,420.48 $ 7,420.48 $ 2,597.42 $ 3,098.43 $ 6,570.22 $ 9,740.33 $ 11,619.13 $ 24,638.32 $ 6,290.00 $ 6,290.00 $ 6,290.00 $ 1,298.71 $ 1,549.22 $ 3,285.11 $ 82,449.75 $ 82,449.75 $ 82,449.75 $ 20,612.44 $ 20,612.44 $ 20,612.44 $ 150.00 $ 150.00 $ 7,420.48 $ 7,420.48 $ 2,882.33 $ 3,895.66 $ 10,808.74 $ 14,608.71 $ 6,290.00 $ 6,478.70 $ 1,441.16 $ 1,947.83 $ 82,449.75 $ 82,449.75 $ 20,612.44 $ 20,612.44

$ $ $ $ $ $ $ $ $

$ 768.00 $ 768.00 $ 768.00 $ 768.00 $ 768.00 $ 768.00 $ 768.00 $ 768.00 $ 768.00 $ 768.00 $ 768.00 $ 9,216.00 $ 1,960.00 $ 1,960.00 $ 1,960.00 $ 1,960.00 $ 1,960.00 $ 1,960.00 $ 1,960.00 $ 1,960.00 $ 1,960.00 $ 1,960.00 $ 1,960.00 $ 23,520.00 $ 3,726.40 $ 8,556.36 $ 3,547.00 $ 8,525.07 $ 3,560.72 $ 9,766.54 $ 3,589.30 $ 10,051.85 $ 6,974.15 $ 12,882.34 $ 7,907.45 $ 87,747.50 $ 4,365.28 $ 4,365.28 $ 4,365.28 $ 4,365.28 $ 4,365.28 $ 4,365.28 $ 4,365.28 $ 4,365.28 $ 4,365.28 $ 4,365.28 $ 4,365.28 $ 102,383.33 $ 2,631.78 $ 2,923.11 $ 4,079.84 $ 2,597.42 $ 3,098.43 $ 6,570.22 $ 2,882.33 $ 3,895.66 $ 5,812.93 $ 4,412.54 $ 4,620.99 $ 48,576.80 $ 10,527.12 $ 11,692.45 $ 16,319.36 $ 10,389.68 $ 12,393.73 $ 26,280.88 $ 11,529.32 $ 15,582.63 $ 23,251.73 $ 17,650.16 $ 18,483.96 $ 194,307.22 $ 30,000.00 $ 30,000.00 $ 30,000.00 $ 30,000.00 $ 30,000.00 $ 30,000.00 $ 30,000.00 $ 30,000.00 $ 30,000.00 $ 30,000.00 $ 30,000.00 $ 360,000.00 $ 2,631.78 $ 2,923.11 $ 4,079.84 $ 2,597.42 $ 3,098.43 $ 6,570.22 $ 2,882.33 $ 3,895.66 $ 5,812.93 $ 4,412.54 $ 4,620.99 $ 48,576.80 $ 5,263.56 $ 5,846.23 $ 8,159.68 $ 5,194.84 $ 6,196.87 $ 13,140.44 $ 5,764.66 $ 7,791.31 $ 11,625.86 $ 8,825.08 $ 9,241.98 $ 97,153.61 $ 150.00 $ 150.00 $ 7,420.48 $ 7,420.48 $ 5,812.93 $ 4,412.54 $ 21,798.50 $ 16,547.03 $ 6,478.70 $ 6,478.70 $ 2,906.47 $ 2,206.27 $ 82,449.75 $ 82,449.75 $ 20,612.44 $ 20,612.44 $ 150.00 $ 1,800.00 $ 7,420.48 $ 89,045.74 $ 4,620.99 $ 48,576.80 $ 17,328.71 $ 182,163.01 $ 6,478.70 $ 76,234.80 $ 2,310.49 $ 24,288.40 $ 82,449.75 $ 989,397.06 $ 20,612.44 $ 247,349.26 7,926.41 $ 10,713.06 $ 15,985.56 $ 12,134.49 $ 12,707.72 $ 133,586.21 5,764.66 $ 7,791.31 $ 11,625.86 $ 8,825.08 $ 9,241.98 $ 97,153.61 2,882.33 $ 3,895.66 $ 5,812.93 $ 4,412.54 $ 4,620.99 $ 48,576.80 $ 832.50 $ 35.00 $ 2,882.33 $ 234,780.17 $ 832.50 $ 35.00 $ 3,895.66 $ 264,231.29 $ 832.50 $ 35.00 $ 5,812.93 $ 304,292.28 $ 832.50 $ 35.00 $ 4,412.54 $ 278,691.66 $ 832.50 $ 35.00 $ 4,620.99 $ 278,406.85 $ 9,990.00 $ 420.00 $ 48,576.80 $ 3,227,541.77

LED TECHNOLOGIES INCORPORATED

$ 150.00 $ 150.00 $ 7,420.48 $ 7,420.48 $ 5,051.55 $ 2,631.78 $ 18,943.30 $ 9,869.18 $ 6,290.00 $ 6,290.00 $ 2,525.77 $ 1,315.89 $ 82,449.75 $ 82,449.75 $ 20,612.44 $ 20,612.44 7,237.40 $ 5,263.56 $ 2,631.78 $ $ 832.50 $ 35.00 $ 2,923.11 $ 240,664.87

Operating Expenses Automobile Expense Bad Debt Bank Service Charges Benefits Communication Cell Phone Internet Credit Card Fees Depreciation FDA Support Insurance Interest Expense Miscellaneous Office Supplies Payroll Expenses Fees Taxes Postage and Delivery Professional Fees Rent Repairs Salary Expense Incentives Travel & Ent Airfare Lodging Meals & Ent Utilities Janitorial, trash, etc Security Website Expenses Total Expenses $ 832.50 $ 35.00 $ 2,631.78 $ 229,279.91

$ 13,891.75 $ $ 10,103.09 $ $ 5,051.55 $

$ 832.50 $ 35.00 $ 5,051.55 $ 338,658.55

Net Income

$ 527,215.89 $ 230,624.53 $ 271,272.70 $ 424,863.22 $ 236,235.20 $ 284,425.90 $ 792,703.38 $ 252,933.57 $ 443,286.70 $ 673,393.66 $ 522,735.27 $ 537,963.15 $ 5,197,653.17 21% 18% 19% 21% 18% 18% 24% 18% 23% 23% 24% 23% 21%

Handheld Revenue Panel System Revenue LED Heads Revenue Flex System Revenue Parts Revenue Creams Revenue Freight Revenue Total Revenue $ 1,283,081.58 $ 481,010.88 $ 329,637.00 $ 286,533.50 $ 4,974.28 $ 18,576.15 $ 8,162.88 $ 5,126.56 $ 2,417,102.84 $ 719,269.98 $ 137,565.60 $ 84,447.00 $ 208,626.00 $ 5,350.08 $ 19,723.65 $ 14,520.00 $ 2,663.65 $ 1,192,165.96 $ 820,380.66 $ 178,321.92 $ 94,237.00 $ 294,068.50 $ 5,725.88 $ 21,999.99 $ 20,956.20 $ 3,231.93 $ 1,438,922.08 $ 1,169,020.38 $ 179,477.60 $ 334,026.00 $ 210,300.20 $ 6,101.69 $ 23,824.24 $ 18,969.26 $ 3,897.00 $ 1,945,616.36 $ 915,147.42 $ 511,276.80 $ 103,686.00 $ 150,922.20 $ 6,477.49 $ 24,395.83 $ 25,167.80 $ 3,943.37 $ 1,741,016.91 $ 891,632.94 $ 171,045.60 $ 105,116.00 $ 245,412.20 $ 6,853.29 $ 24,706.94 $ 18,060.00 $ 3,270.23 $ 1,466,097.20 $ 1,390,262.94 $ 238,928.16 $ 351,450.00 $ 272,800.00 $ 7,267.27 $ 27,603.28 $ 30,953.08 $ 4,754.98 $ 2,324,019.71 $ 983,493.06 $ 203,285.60 $ 115,720.00 $ 72,210.60 $ 7,681.25 $ 27,186.73 $ 21,480.00 $ 3,147.47 $ 1,434,204.72 $ 1,099,369.26 $ 563,738.72 $ 121,660.00 $ 125,237.20 $ 8,095.23 $ 27,899.04 $ 29,226.40 $ 4,470.86 $ 1,979,696.71 $ 1,439,780.10 $ 245,197.60 $ 359,469.00 $ 408,960.20 $ 8,509.21 $ 29,752.25 $ 25,929.26 $ 5,234.84 $ 2,522,832.47 $ 1,154,660.10 $ 279,907.68 $ 127,589.00 $ 184,690.00 $ 8,923.19 $ 30,352.81 $ 33,438.00 $ 4,048.14 $ 1,823,608.93 $ 1,093,983.66 $ 244,622.24 $ 127,039.00 $ 262,515.00 $ 9,337.18 $ 30,931.11 $ 25,020.00 $ 4,002.80 $ 1,797,450.99

Income Year 3 Jan Feb $ 2,425,949.67 $ 1,425,647.93 $ 834,079.09 $ 269,313.46 $ 529,965.73 $ 160,713.13 $ 602,605.61 $ 386,196.23 $ 9,119.52 $ 9,808.49 $ 89,784.74 $ 95,330.96 $ 12,632.40 $ $ 4,504,136.75 $ 2,347,010.19 Mar $ 1,680,915.93 $ 359,761.99 $ 183,379.23 $ 618,301.86 $ 10,497.46 $ 106,333.27 $ 12,632.40 $ 2,971,822.13 Apr $ 2,123,764.08 $ 353,705.46 $ 545,182.94 $ 391,074.66 $ 11,186.43 $ 115,150.48 $ $ 3,540,064.05 May $ 1,858,881.91 $ 893,305.28 $ 205,072.34 $ 371,528.44 $ 11,875.40 $ 117,913.17 $ 12,632.40 $ 3,471,208.94 Jun $ 1,758,674.04 $ 336,313.06 $ 207,961.74 $ 467,577.99 $ 12,564.37 $ 119,416.89 $ $ 2,902,508.08 Jul $ 2,635,647.50 $ 471,511.22 $ 588,423.60 $ 582,168.99 $ 13,323.33 $ 133,415.84 $ 15,252.80 $ 4,439,743.28 Aug $ 1,933,114.88 $ 397,312.86 $ 234,433.00 $ 154,380.40 $ 14,082.30 $ 131,402.55 $ $ 2,864,725.98 Sep $ 2,233,212.75 $ 1,005,332.07 $ 250,962.40 $ 325,624.25 $ 14,841.26 $ 134,845.35 $ 15,252.80 $ 3,980,070.88 Oct $ 2,650,955.80 $ 481,704.86 $ 609,266.11 $ 758,645.07 $ 15,600.23 $ 143,802.55 $ $ 4,659,974.61 Nov $ 2,336,575.50 $ 556,648.77 $ 267,295.51 $ 450,370.50 $ 16,359.19 $ 146,705.23 $ 15,252.80 $ 3,789,207.50 Dec $ 2,151,058.43 $ 483,314.12 $ 266,044.91 $ 505,899.30 $ 17,118.16 $ 149,500.36 $ $ 3,572,935.28

Total $ 25,214,398.40 $ 6,442,302.24 $ 4,048,700.64 $ 5,614,373.29 $ 156,376.10 $ 1,483,601.38 $ 83,655.60 $ 43,043,407.65 $ 12,960,082.08 $ 3,434,378.40 $ 2,254,076.00 $ 2,722,275.60 $ 85,296.05 $ 306,952.01 $ 271,882.88 $ 47,791.84 $ 22,082,734.86

Handheld COGS Panel System COGS LED Heads COGS Flex System COGS Parts COGS Creams COGS Freight Costs Warranty Costs Total COGS

LED TECHNOLOGIES INCORPORATED

Gross Profit % $ $ $ $ $ $ $ $ $ $ $ $ $ 74,142.72 55,669.83 50.00 90,578.71 199,684.50 8,413.33 757.20 16,906.89 1,592.50 27,024.82 474,820.50 $ $ $ $ $ $ $ $ $ $ $ $ $ 76,924.99 11,475.93 500.00 50.00 73,103.11 117,735.89 8,413.33 757.20 14,109.70 1,592.50 14,082.06 318,744.72 $ $ $ $ $ $ $ $ $ $ $ $ $ 90,312.04 57,282.02 14,000.00 50.00 80,067.00 162,308.66 8,413.33 757.20 15,849.49 1,592.50 17,830.93 448,463.17 $ $ $ $ $ $ $ $ $ $ $ $ $ 91,150.06 14,088.12 500.00 50.00 85,977.06 128,234.00 8,413.33 757.20 17,090.85 1,592.50 21,240.38 369,093.50 $ $ $ $ $ $ $ $ $ $ $ $ $ 98,563.00 57,894.21 50.00 91,883.09 164,478.23 8,413.33 757.20 17,773.89 1,592.50 20,827.25 462,232.71 $ $ $ $ $ $ $ $ $ $ $ $ $ 96,501.84 15,700.31 14,000.00 50.00 95,322.85 136,661.22 8,413.33 757.20 18,446.14 1,592.50 17,415.05 404,860.43

$ 2,087,033.91 $ 1,154,844.22 $ 1,532,900.05 $ 1,594,447.69 $ 1,730,192.04 $ 1,436,410.88 $ 2,115,723.57 $ 1,430,521.26 $ 2,000,374.16 $ 2,137,142.14 $ 1,965,598.57 $ 1,775,484.30 $ 20,960,672.79 46% 49% 52% 45% 50% 49% 48% 50% 50% 46% 52% 50% 49% $ $ $ $ $ $ $ $ $ $ $ $ $ 109,339.39 71,588.30 500.00 101,791.61 182,383.37 8,413.33 757.20 20,088.66 1,592.50 26,638.46 523,092.82 $ $ $ $ $ $ $ $ $ $ $ $ $ 106,468.87 16,476.29 14,000.00 104,328.57 111,408.81 8,413.33 757.20 20,626.90 1,592.50 17,188.36 401,260.83 $ $ $ $ $ $ $ $ $ $ $ $ $ 112,591.59 72,364.27 500.00 109,642.43 182,790.60 8,413.33 757.20 21,181.55 1,592.50 23,880.43 533,713.91 $ $ $ $ $ $ $ $ $ $ $ $ $ 111,626.58 19,252.26 14,000.00 112,281.30 189,038.31 8,413.33 757.20 21,877.70 1,592.50 27,959.85 506,799.04 $ $ $ $ $ $ $ $ $ $ $ $ $ 120,196.26 74,140.25 112,826.92 172,908.37 8,413.33 757.20 22,012.35 1,592.50 22,735.24 535,582.43 $ $ $ $ $ $ $ $ $ $ $ $ $ 117,326.54 20,028.24 500.00 112,957.08 160,306.52 8,413.33 757.20 22,132.99 1,592.50 21,437.61 465,452.02 $ $ $ $ $ $ $ $ $ $ $ $ $ 1,205,143.88 485,960.03 56,000.00 2,500.00 300.00 1,170,759.75 1,907,938.47 100,960.00 9,086.40 228,097.12 19,110.00 258,260.45 5,444,116.09

Marketing Advertising Trade Shows Associations Subscriptions Royalty Fees Rep Commissions Sales Payroll Sales Payroll Exp Sales Commission Sales Benefits Sales Expenses Total Sales Expenses

Expense Year 3 $ 2,500.00 $ 2,500.00 $ 2,500.00 $ 2,500.00 $ 2,500.00 $ 2,500.00 $ 2,500.00 $ 2,500.00 $ 2,500.00 $ 2,500.00 $ 2,500.00 $ 2,500.00 $ 30,000.00 $ 22,520.68 $ 11,735.05 $ 14,859.11 $ 17,700.32 $ 17,356.04 $ 14,512.54 $ 22,198.72 $ 14,323.63 $ 19,900.35 $ 23,299.87 $ 18,946.04 $ 17,864.68 $ 215,217.04 $ 200.00 $ 200.00 $ 200.00 $ 200.00 $ 200.00 $ 200.00 $ 200.00 $ 200.00 $ 200.00 $ 200.00 $ 200.00 $ 200.00 $ 2,400.00 $ 9,895.00 $ 9,895.00 $ 9,895.00 $ 9,895.00 $ 9,895.00 $ 9,895.00 $ 9,895.00 $ 9,895.00 $ 9,895.00 $ 9,895.00 $ 9,895.00 $ 9,895.00 $ 118,740.00 $ $ $ $ $ $ $ $ $ 912.00 2,240.00 12,183.21 54,365.28 9,008.27 36,033.09 9,008.27 18,016.55 $ 912.00 $ 912.00 $ 2,240.00 $ 2,240.00 $ 6,426.09 $ 12,292.07 $ 4,365.28 $ 4,365.28 $ 4,694.02 $ 5,943.64 $ 18,776.08 $ 23,774.58 $ - $ $ 4,694.02 $ 5,943.64 $ 9,388.04 $ 11,887.29 $ 912.00 $ 912.00 $ 2,240.00 $ 2,240.00 $ 6,313.49 $ 12,348.19 $ 4,365.28 $ 4,365.28 $ 7,080.13 $ 6,942.42 $ 28,320.51 $ 27,769.67 $ - $ $ 7,080.13 $ 6,942.42 $ 14,160.26 $ 13,884.84 $ 912.00 $ 912.00 $ 2,240.00 $ 2,240.00 $ 6,541.30 $ 14,038.57 $ 4,365.28 $ 4,365.28 $ 5,805.02 $ 8,879.49 $ 23,220.06 $ 35,517.95 $ - $ $ 5,805.02 $ 8,879.49 $ 11,610.03 $ 17,758.97 $ 912.00 $ 912.00 $ 2,240.00 $ 2,240.00 $ 6,399.81 $ 14,637.39 $ 4,365.28 $ 4,204.17 $ 5,729.45 $ 7,960.14 $ 22,917.81 $ 31,840.57 $ - $ $ 5,729.45 $ 7,960.14 $ 11,458.90 $ 15,920.28 $ 912.00 $ 912.00 $ 912.00 $ 2,240.00 $ 2,240.00 $ 2,240.00 $ 10,854.66 $ 18,072.45 $ 12,239.63 $ 4,204.17 $ 4,204.17 $ 4,204.17 $ 9,319.95 $ 7,578.41 $ 7,145.87 $ 37,279.80 $ 30,313.66 $ 28,583.48 $ - $ - $ $ 9,319.95 $ 7,578.41 $ 7,145.87 $ 18,639.90 $ 15,156.83 $ 14,291.74 $ $ $ $ $ $ $ $ $ 10,944.00 26,880.00 132,346.86 101,738.89 86,086.82 344,347.26 86,086.82 172,173.63

LED TECHNOLOGIES INCORPORATED

$ 150.00 $ 150.00 $ 150.00 $ 150.00 $ 150.00 $ 150.00 $ 150.00 $ 150.00 $ 150.00 $ 150.00 $ 150.00 $ 150.00 $ 1,800.00 $ 8,187.85 $ 8,187.85 $ 8,187.85 $ 8,187.85 $ 8,187.85 $ 8,187.85 $ 8,187.85 $ 8,187.85 $ 8,187.85 $ 8,187.85 $ 8,187.85 $ 8,187.85 $ 98,254.20 $ 9,008.27 $ 4,694.02 $ 5,943.64 $ 7,080.13 $ 6,942.42 $ 5,805.02 $ 8,879.49 $ 5,729.45 $ 7,960.14 $ 9,319.95 $ 7,578.41 $ 7,145.87 $ 86,086.82 $ 33,781.03 $ 17,602.58 $ 22,288.67 $ 26,550.48 $ 26,034.07 $ 21,768.81 $ 33,298.07 $ 21,485.44 $ 29,850.53 $ 34,949.81 $ 28,419.06 $ 26,797.01 $ 322,825.56 $ 6,478.70 $ 6,478.70 $ 6,478.70 $ 6,478.70 $ 6,478.70 $ 6,478.70 $ 6,478.70 $ 6,478.70 $ 6,667.40 $ 6,667.40 $ 6,667.40 $ 6,667.40 $ 78,499.20 $ 4,504.14 $ 2,347.01 $ 2,971.82 $ 3,540.06 $ 3,471.21 $ 2,902.51 $ 4,439.74 $ 2,864.73 $ 3,980.07 $ 4,659.97 $ 3,789.21 $ 3,572.94 $ 43,043.41 $ 90,976.11 $ 90,976.11 $ 90,976.11 $ 90,976.11 $ 90,976.11 $ 90,976.11 $ 90,976.11 $ 90,976.11 $ 90,976.11 $ 90,976.11 $ 90,976.11 $ 90,976.11 $ 1,091,713.38 $ 22,744.03 $ 22,744.03 $ 22,744.03 $ 22,744.03 $ 22,744.03 $ 22,744.03 $ 22,744.03 $ 22,744.03 $ 22,744.03 $ 22,744.03 $ 22,744.03 $ 22,744.03 $ 272,928.34 $ 24,772.75 $ 12,908.56 $ 16,345.02 $ 19,470.35 $ 19,091.65 $ 15,963.79 $ 24,418.59 $ 15,755.99 $ 21,890.39 $ 25,629.86 $ 20,840.64 $ 19,651.14 $ 236,738.74 $ 18,016.55 $ 9,388.04 $ 11,887.29 $ 14,160.26 $ 13,884.84 $ 11,610.03 $ 17,758.97 $ 11,458.90 $ 15,920.28 $ 18,639.90 $ 15,156.83 $ 14,291.74 $ 172,173.63 $ 9,008.27 $ 4,694.02 $ 5,943.64 $ 7,080.13 $ 6,942.42 $ 5,805.02 $ 8,879.49 $ 5,729.45 $ 7,960.14 $ 9,319.95 $ 7,578.41 $ 7,145.87 $ 86,086.82 $ 832.50 $ 35.00 $ 9,008.27 $ 414,385.84 $ 832.50 $ 35.00 $ 4,694.02 $ 261,558.02 $ 832.50 $ 35.00 $ 5,943.64 $ 295,540.54 $ 832.50 $ 35.00 $ 7,080.13 $ 315,132.85 $ 832.50 $ 35.00 $ 6,942.42 $ 318,069.07 $ 832.50 $ 35.00 $ 5,805.02 $ 286,670.63 $ 832.50 $ 35.00 $ 8,879.49 $ 363,343.49 $ 832.50 $ 35.00 $ 5,729.45 $ 284,828.95 $ 832.50 $ 35.00 $ 7,960.14 $ 343,284.64 $ 832.50 $ 35.00 $ 9,319.95 $ 370,097.58 $ 832.50 $ 35.00 $ 7,578.41 $ 338,130.84 $ 832.50 $ 35.00 $ 7,145.87 $ 322,565.78 $ 9,990.00 $ 420.00 $ 86,086.82 $ 3,913,608.22

Operating Expenses Automobile Expense Bad Debt Bank Service Charges Benefits Communication Cell Phone Internet Credit Card Fees Depreciation FDA Support Insurance Interest Expense Miscellaneous Office Supplies Payroll Expenses Fees Taxes Postage and Delivery Professional Fees Rent Repairs Salary Expense Incentives Travel & Ent Airfare Lodging Meals & Ent Utilities Janitorial, trash, etc Security Website Expenses Total Expenses

Net Income

$ 1,197,827.57 $ 574,541.49 $ 788,896.34 $ 910,221.34 $ 949,890.26 $ 744,879.82 $ 1,229,287.26 $ 744,431.48 $ 1,123,375.61 $ 1,260,245.53 $ 1,091,885.29 $ 987,466.49 $ 11,602,948.48 27% 24% 27% 26% 27% 26% 28% 26% 28% 27% 29% 28% 27%

Handheld Revenue Panel System Revenue LED Heads Revenue Flex System Revenue Parts Revenue Creams Revenue Freight Revenue Total Revenue $ $ $ $ $ $ $ $ $ 1,577,794.32 615,410.51 365,497.55 312,889.78 7,956.67 35,215.44 9,750.08 6,265.24 2,930,779.59 $ $ $ $ $ $ $ $ $ 1,143,201.48 263,600.44 126,258.55 282,737.40 8,318.84 34,742.89 28,376.25 4,223.85 1,891,459.69 $ $ $ $ $ $ $ $ $ 1,215,788.41 313,818.21 132,748.55 321,390.03 8,681.01 35,564.22 36,118.90 4,627.49 2,068,736.81 $ $ $ $ $ $ $ $ $ 1,529,224.59 276,149.24 373,047.40 284,497.73 9,043.18 37,886.47 31,326.15 5,224.68 2,546,399.43 $ $ $ $ $ $ $ $ $ 1,238,706.18 614,566.32 138,978.40 150,694.28 9,405.34 38,579.29 38,795.49 5,009.92 2,234,735.23 $ $ $ $ $ $ $ $ $ 1,178,615.03 266,452.44 138,439.40 323,336.53 9,767.51 38,972.56 30,258.75 4,421.01 1,990,263.24 $ $ $ $ $ $ $ $ $ 1,670,676.38 311,564.38 385,596.75 297,522.50 10,129.68 42,032.13 43,085.28 5,699.41 2,766,306.52 $ $ $ $ $ $ $ $ $ 1,227,979.27 267,878.44 146,126.75 121,239.69 10,491.85 41,559.57 32,025.00 4,042.74 1,851,343.31 $ $ $ $ $ $ $ $ $ 1,316,035.15 638,596.53 147,666.75 120,785.28 10,854.01 41,903.01 40,961.60 5,188.54 2,321,990.87 $ $ $ $ $ $ $ $ $ 1,648,115.87 280,427.24 387,184.60 545,461.73 11,216.18 43,747.36 34,858.65 6,185.01 2,957,196.63 $ $ $ $ $ $ $ $ $ 1,366,271.12 323,040.83 150,024.60 185,828.50 11,578.35 43,962.28 43,521.94 4,687.85 2,128,915.47 $ $ $ $ $ $ $ $ $ 1,291,551.46 279,765.58 148,704.60 346,634.75 11,940.51 44,151.61 33,675.00 4,794.88 2,161,218.39 $ $ $ $ $ $ $ $ $

Income Year 4 Jan Feb $ 2,924,085.57 $ 2,166,431.34 $ 1,078,337.70 $ 496,710.48 $ 591,586.93 $ 231,466.32 $ 666,818.70 $ 521,834.51 $ 14,587.24 $ 15,251.21 $ 170,207.98 $ 167,923.95 $ 15,252.80 $ $ 5,460,876.92 $ 3,599,617.81 Mar $ 2,376,575.53 $ 607,123.04 $ 248,955.02 $ 684,244.78 $ 15,915.18 $ 171,893.74 $ 15,252.80 $ 4,119,960.09 Apr $ 2,736,972.67 $ 530,511.28 $ 611,296.87 $ 526,815.51 $ 16,579.16 $ 183,117.93 $ $ 4,605,293.41 May $ 2,409,941.54 $ 1,083,197.82 $ 265,831.26 $ 388,259.06 $ 17,243.13 $ 186,466.58 $ 15,252.80 $ 4,366,192.18 Jun $ 2,226,074.24 $ 510,510.02 $ 264,610.65 $ 630,980.94 $ 17,907.10 $ 188,367.40 $ $ 3,838,450.35 Jul $ 3,100,942.46 $ 607,692.40 $ 646,084.16 $ 623,488.44 $ 18,571.08 $ 203,155.31 $ 17,873.20 $ 5,217,807.04 Aug $ 2,315,407.74 $ 517,409.79 $ 284,953.56 $ 265,206.11 $ 19,235.05 $ 200,871.27 $ $ 3,603,083.53 Sep $ 2,569,508.74 $ 1,147,336.38 $ 294,263.46 $ 333,934.79 $ 19,899.02 $ 202,531.21 $ 17,873.20 $ 4,585,346.80 Oct $ 2,957,770.05 $ 551,210.59 $ 654,395.81 $ 1,007,778.68 $ 20,563.00 $ 211,445.55 $ $ 5,403,163.68 Nov $ 2,661,746.15 $ 642,350.58 $ 304,805.71 $ 470,119.08 $ 21,226.97 $ 212,484.35 $ 17,873.20 $ 4,330,606.05 Dec $ 2,436,508.33 $ 553,061.24 $ 301,375.61 $ 662,005.05 $ 21,890.94 $ 213,399.46 $ $ 4,188,240.63

Total $ 30,881,964.36 $ 8,325,451.33 $ 4,699,625.35 $ 6,781,485.64 $ 218,869.07 $ 2,311,864.73 $ 99,378.00 $ 53,318,638.48 16,403,959.24 4,451,270.16 2,640,273.90 3,293,018.19 119,383.13 478,316.84 402,753.09 60,370.62 27,849,345.18

Handheld COGS Panel System COGS LED Heads COGS Flex System COGS Parts COGS Creams COGS Freight Costs Warranty Costs Total COGS

LED TECHNOLOGIES INCORPORATED

$ $ $ $ $ $ $ $ $ $ $ $ $ 109,925.65 69,783.29 50.00 107,811.06 234,211.85 8,413.33 757.20 24,170.33 1,715.00 32,765.26 589,602.97 $ $ $ $ $ $ $ $ $ $ $ $ $ 107,829.27 14,410.92 500.00 50.00 107,763.44 151,619.80 8,413.33 757.20 24,294.82 1,715.00 21,597.71 438,951.49 $ $ $ $ $ $ $ $ $ $ $ $ $ 118,641.87 71,038.55 14,000.00 50.00 109,393.82 201,995.47 8,413.33 757.20 25,314.50 1,715.00 24,719.76 576,039.50 $ $ $ $ $ $ $ $ $ $ $ $ $ 118,827.65 16,666.17 500.00 50.00 112,399.61 160,585.92 8,413.33 757.20 27,000.78 1,715.00 27,631.76 474,547.43 $ $ $ $ $ $ $ $ $ $ $ $ $ 127,027.24 71,293.80 50.00 112,943.39 194,387.36 8,413.33 757.20 27,138.84 1,715.00 26,197.15 569,923.32 $ $ $ $ $ $ $ $ $ $ $ $ $ 123,787.22 17,921.43 14,000.00 50.00 113,009.40 162,366.16 8,413.33 757.20 27,263.33 1,715.00 23,030.70 492,313.77 $ $ $ $ $ $ $ $ $ $ $ $ $ 136,744.95 84,549.06 500.00 116,819.84 214,234.55 8,413.33 757.20 29,510.39 1,715.00 31,306.84 624,551.16 $ $ $ $ $ $ $ $ $ $ $ $ $ 132,519.29 18,176.69 14,000.00 116,770.42 131,728.96 8,413.33 757.20 29,634.88 1,715.00 21,618.50 475,334.26 $ $ $ $ $ $ $ $ $ $ $ $ $ 137,884.04 84,804.31 500.00 116,916.82 204,784.35 8,413.33 757.20 29,659.28 1,715.00 27,512.08 612,946.42

Gross Profit %

$ 2,530,097.33 $ 1,708,158.12 $ 2,051,223.27 $ 2,058,893.99 $ 2,131,456.95 $ 1,848,187.11 $ 2,451,500.53 $ 1,751,740.22 $ 2,263,355.93 $ 2,445,967.06 $ 2,201,690.58 $ 2,027,022.24 $ 25,469,293.30 46% 47% 50% 45% 49% 48% 47% 49% 49% 45% 51% 48% 48% $ $ $ $ $ $ $ $ $ $ $ $ $ 134,939.60 20,431.94 14,000.00 119,320.24 212,424.60 8,413.33 757.20 31,245.47 1,715.00 32,418.98 575,666.37 $ $ $ $ $ $ $ $ $ $ $ $ $ 143,117.90 86,059.57 119,261.67 189,180.03 8,413.33 757.20 31,269.87 1,715.00 25,983.64 605,758.21 $ $ $ $ $ $ $ $ $ $ $ $ $ 137,891.30 20,687.20 500.00 118,725.31 173,230.10 8,413.33 757.20 31,294.27 1,715.00 25,129.44 518,343.15 $ $ $ $ $ $ $ $ $ $ $ $ $ 1,529,135.98 575,822.92 56,000.00 2,500.00 300.00 1,371,135.00 2,230,749.14 100,960.00 9,086.40 337,796.78 20,580.00 319,911.83 6,553,978.05

Marketing Advertising Trade Shows Associations Subscriptions Royalty Fees Rep Commissions Sales Payroll Sales Payroll Exp Sales Commission Sales Benefits Sales Expenses Total Sales Expenses

Gross Profit After Sales %

$ 1,940,494.36 $ 1,269,206.63 $ 1,475,183.78 $ 1,584,346.55 $ 1,561,533.64 $ 1,355,873.34 $ 1,826,949.36 $ 1,276,405.95 $ 1,650,409.51 $ 1,870,300.69 $ 1,595,932.37 $ 1,508,679.08 $ 18,915,315.25 36% 35% 36% 34% 36% 35% 35% 35% 36% 35% 37% 36% 35%

$ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 150.00 9,049.59 10,921.75 40,956.58 8,500.00 5,460.88 100,550.96 25,137.74 $ 150.00 $ 150.00 $ 150.00 $ 150.00 $ 150.00 $ 150.00 $ 150.00 $ 150.00 $ $ 9,049.59 $ 9,049.59 $ 9,049.59 $ 9,049.59 $ 9,049.59 $ 9,049.59 $ 9,049.59 $ 9,049.59 $ $ 7,199.24 $ 8,239.92 $ 9,210.59 $ 8,732.38 $ 7,676.90 $ 10,435.61 $ 7,206.17 $ 9,170.69 $ $ 26,997.13 $ 30,899.70 $ 34,539.70 $ 32,746.44 $ 28,788.38 $ 39,133.55 $ 27,023.13 $ 34,390.10 $ $ 8,500.00 $ 8,500.00 $ 8,500.00 $ 8,500.00 $ 8,500.00 $ 8,500.00 $ 8,500.00 $ 8,500.00 $ $ 3,599.62 $ 4,119.96 $ 4,605.29 $ 4,366.19 $ 3,838.45 $ 5,217.81 $ 3,603.08 $ 4,585.35 $ $ 100,550.96 $ 100,550.96 $ 100,550.96 $ 100,550.96 $ 100,550.96 $ 100,550.96 $ 100,550.96 $ 100,550.96 $ $ 25,137.74 $ 25,137.74 $ 25,137.74 $ 25,137.74 $ 25,137.74 $ 25,137.74 $ 25,137.74 $ 25,137.74 $ 150.00 9,049.59 10,806.33 40,523.73 8,500.00 5,403.16 100,550.96 25,137.74 1,056.00 2,520.00 16,116.06 51,697.22 10,921.75 43,687.02 10,921.75 21,843.51 $ 1,056.00 $ 1,056.00 $ 2,520.00 $ 2,520.00 $ 9,167.63 $ 16,167.27 $ 1,697.22 $ 1,697.22 $ 7,199.24 $ 8,239.92 $ 28,796.94 $ 32,959.68 $ - $ $ 7,199.24 $ 8,239.92 $ 14,398.47 $ 16,479.84 $ 1,056.00 $ 1,056.00 $ 2,520.00 $ 2,520.00 $ 8,957.96 $ 16,151.62 $ 1,697.22 $ 1,697.22 $ 9,210.59 $ 8,732.38 $ 36,842.35 $ 34,929.54 $ - $ $ 9,210.59 $ 8,732.38 $ 18,421.17 $ 17,464.77 $ 1,056.00 $ 1,056.00 $ 1,056.00 $ 1,056.00 $ 2,520.00 $ 2,520.00 $ 2,520.00 $ 2,520.00 $ 9,139.75 $ 17,818.57 $ 8,834.07 $ 18,370.45 $ 1,697.22 $ 1,697.22 $ 1,697.22 $ 1,697.22 $ 7,676.90 $ 10,435.61 $ 7,206.17 $ 9,170.69 $ 30,707.60 $ 41,742.46 $ 28,824.67 $ 36,682.77 $ - $ - $ - $ $ 7,676.90 $ 10,435.61 $ 7,206.17 $ 9,170.69 $ 15,353.80 $ 20,871.23 $ 14,412.33 $ 18,341.39 $ $ $ $ $ $ $ $ $ 1,056.00 2,520.00 13,814.17 1,697.22 10,806.33 43,225.31 10,806.33 21,612.65

Expense Year 4 10,921.75 $ 7,199.24 27,304.38 $ 17,998.09 200.00 $ 200.00 10,535.00 $ 10,535.00 $ 8,239.92 $ 9,210.59 $ 20,599.80 $ 23,026.47 $ 200.00 $ 200.00 $ 10,535.00 $ 10,535.00 $ 8,732.38 $ 7,676.90 $ 21,830.96 $ 19,192.25 $ 200.00 $ 200.00 $ 10,535.00 $ 10,535.00 $ 10,435.61 $ 7,206.17 $ 26,089.04 $ 18,015.42 $ 200.00 $ 200.00 $ 10,535.00 $ 10,535.00 $ 9,170.69 $ 10,806.33 $ 22,926.73 $ 27,015.82 $ 200.00 $ 200.00 $ 10,535.00 $ 10,535.00 $ 8,661.21 $ 8,376.48 $ 21,653.03 $ 20,941.20 $ 200.00 $ 200.00 $ 10,535.00 $ 10,535.00

$ 106,637.28 $ 266,593.19 $ 2,400.00 $ 126,420.00

$ 1,056.00 $ 1,056.00 $ 12,672.00 $ 2,520.00 $ 2,520.00 $ 30,240.00 $ 22,177.79 $ 15,263.92 $ 171,979.26 $ 1,697.22 $ 1,697.22 $ 70,366.67 $ 8,661.21 $ 8,376.48 $ 106,637.28 $ 34,644.85 $ 33,505.93 $ 426,549.11 $ - $ - $ $ 8,661.21 $ 8,376.48 $ 106,637.28 $ 17,322.42 $ 16,752.96 $ 213,274.55 $ 150.00 $ 150.00 $ $ 9,049.59 $ 9,049.59 $ $ 8,661.21 $ 8,376.48 $ $ 32,479.55 $ 31,411.80 $ $ 8,500.00 $ 8,500.00 $ $ 4,330.61 $ 4,188.24 $ $ 100,550.96 $ 100,550.96 $ $ 25,137.74 $ 25,137.74 $ 1,800.00 108,595.04 106,637.28 399,889.79 102,000.00 53,318.64 1,206,611.56 301,652.89

LED TECHNOLOGIES INCORPORATED

Operating Expenses Automobile Expense Bad Debt Bank Service Charges Benefits Communication Cell Phone Internet Credit Card Fees Depreciation FDA Support Insurance Interest Expense Miscellaneous Office Supplies Payroll Expenses Fees Taxes Postage and Delivery Professional Fees Rent Repairs Salary Expense Incentives Travel & Ent Airfare Lodging Meals & Ent Utilities Janitorial, trash, etc Security Website Expenses Total Expenses $ 1,125.00 $ 1,125.00 $ 35.00 $ 35.00 $ 10,921.75 $ 7,199.24 $ 483,333.78 $ 338,906.18 $ 1,125.00 $ 35.00 $ 8,239.92 $ 370,361.90 $ 1,125.00 $ 35.00 $ 9,210.59 $ 385,963.27 $ 1,125.00 $ 35.00 $ 8,732.38 $ 381,919.16 $ 1,125.00 $ 35.00 $ 7,676.90 $ 350,103.43 $ 1,125.00 $ 1,125.00 $ 35.00 $ 35.00 $ 10,435.61 $ 7,206.17 $ 423,612.02 $ 338,735.51 $ 1,125.00 $ 35.00 $ 9,170.69 $ 394,438.26 $ 1,125.00 $ 1,125.00 $ 35.00 $ 35.00 $ 10,806.33 $ 8,661.21 $ 428,319.38 $ 386,272.79 $ 1,125.00 $ 35.00 $ 8,376.48 $ 372,667.74

$ 30,034.82 $ 19,797.90 $ 22,659.78 $ 25,329.11 $ 24,014.06 $ 21,111.48 $ 28,697.94 $ 19,816.96 $ 25,219.41 $ 29,717.40 $ 23,818.33 $ 23,035.32 $ 293,252.51 $ 21,843.51 $ 14,398.47 $ 16,479.84 $ 18,421.17 $ 17,464.77 $ 15,353.80 $ 20,871.23 $ 14,412.33 $ 18,341.39 $ 21,612.65 $ 17,322.42 $ 16,752.96 $ 213,274.55 $ 10,921.75 $ 7,199.24 $ 8,239.92 $ 9,210.59 $ 8,732.38 $ 7,676.90 $ 10,435.61 $ 7,206.17 $ 9,170.69 $ 10,806.33 $ 8,661.21 $ 8,376.48 $ 106,637.28 $ 13,500.00 $ 420.00 $ 106,637.28 $ 4,654,633.42

Net Income

$ 1,457,160.57 $ 930,300.44 $ 1,104,821.87 $ 1,198,383.29 $ 1,179,614.47 $ 1,005,769.91 $ 1,403,337.34 $ 937,670.45 $ 1,255,971.25 $ 1,441,981.31 $ 1,209,659.58 $ 1,136,011.34 $ 14,260,681.83 27% 26% 27% 26% 27% 26% 27% 26% 27% 27% 28% 27% 27%

LED Technologies, INC. Financial Assumptions

Account Gross Revenue Year All Ref # A-1 Comments Revenue growth derived from market expansions, channel development and product development across each year. These events include Retail penetration, Infomercial implementation, OEM Strategic Partners, TV Shopping penetration & Direct Sales/E-Commerce. New product launches are planned to ocurr annually withing the hardware and consumable lines Sales Expense continues to grow organically with revenue as well as planned additional strategic advertising and brand development expenses. Majority of non-commisionalble slaes expense will be driven by market promotional activity with a direct correlations to unit volume lift. Bad Debt is planned at .5% of Gross Revenue. This is higher than historical trends but as we expand into new channels like infomercials and Direct sales we have planned for a higher instance of CC fraud and Bad Debt.

Sales Expense

All

B-1

Bad Debt

All

C-1

Depreciation

All

D-1 We anticipate to support our operations, product and Intellectual Property expansion through capital expenditures associated with this capital raise. In doing so these expenses will be capitalized per GAP accounting principles.

FDA Support

All

E-1

In support of our Product Expansion efforts, costs associated with clinical studies and required documentation associate with 510(K) filings will be incurred. These are Direct cost to the P&L and not capitalized but potential tax deductions under the R&D tax credit allowance. We are required by kiWW to carry a $5M per occurance and $5M aggregate Insurance policy that is based of a % of Gross Reveneue. We have placed an allowance for potential undexpected defense in the case of a potential claim in the future This is the interest on the debenture captial raised within this effort. Payroll will be outsourced to an independent organization similar to ADP who will maintain all federal and state required reporting and liability. An additional allowance has been provided to ensure that LED accounts for all future federal reporting and fees associated with new health care reporting act. Professional Fees include generally expected costs associated with legal (contract negotiation and creation), Accounting (Tax filing and Audits), IT (Design and Implementation of systems and technology). LED plans on delpoying a new enterprise softward system upon completion of the raise in efforts to fully integrate accounting, inventory, customer data, reporting, and continuity programs. Salary Expense growth is generated by personnel growth in support of organizational growth. As the company expands its revenue base and channel penetration, we expect to bring in house specific external functions that will initially be outsourced such as Marketing, FDA Supervisor, IT Manager, Internal Sales personnel, etc. Expenses associated with channel and customer growth. As we expand into national retail chains, develop strategic OEM/product development partners, LED expects to see more of our staff traveling to these locations to develop and secure the business opportunity.

Insurance

All

F-1

Debenture Svc Debt Payroll Expenses

All All

G-1 H-1

Professional Fess
Professional Fees

All

I-1

Salary Expense

All

J-1

Travel & Expense

All

K-1

Website Expenses

All

L-1 LED expects to continue to enhance our customers on line expereince through our corporate and brand websites. These costs will included technology enhancements as well as systemic data capture technology to provide LED with detailed demographic profiles of our customers and how to best drive traffic to our site. We will employ sophisticated SEO and other profiling technology to ensure that our product present themselves to our core customers in the most effective and efficient manner available.

LED TECHNOLOGIES INCORPORATED

LED Technologies, Inc. Year 1 Revenue COGS Gross Profit % Sales Expense GP after Sales % Expenses Automobile Expense Bad Debt Bank Service Charges Benefits Communication Credit Card Fees Depreciation FDA Support Insurance Debenture Service Debt Miscellaneous Office Supplies Payroll Expenses Postage and Delivery Professional Fees Rent Repairs Salary Expense Incentives Travel & Ent Utilities Website Expenses Total Expenses Net Income $ 12,721,654 $ 6,651,240 $ 6,070,414 48% $ 1,695,608 $ 4,374,806 34%
Ref Assumptions A-1

Ref Asumptions B-1

$ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $

18,000 63,608 2,400 103,380 27,648 36,240 105,017 25,443 101,773 360,000 25,443 50,887 86,954 25,443 95,412 75,480 12,722 946,158 236,539 146,299 10,410 25,443 2,580,700 1,794,106 14% 13%

Ref Assumptions C-1

Ref Assumption D-1 Ref Assumptions E-1 Ref Assumptions F-1 Ref Assumptions G-1

Ref Assumptions H-1 Ref Assumptions I-1

Ref Assumptions J-1 Ref Assumptions K-1 Ref Assumptions L-1

Target

LED TECHNOLOGIES INCORPORATED

LED Technologies, Inc. Year 2 Revenue COGS Gross Profit % Sales Expense GP after Sales % Expenses Automobile Expense Bad Debt Bank Service Charges Benefits Communication Credit Card Fees Depreciation FDA Support Insurance Interest Expense Miscellaneous Office Supplies Payroll Expenses Postage and Delivery Professional Fees Rent Repairs Salary Expense Incentives Travel & Ent Utilities Website Expenses Total Expenses Net Income $ 24,288,402 $ 12,331,739 $ 11,956,663 49% $ 3,531,468 $ 8,425,195 35%
Ref Assumptions A-1

Ref Asumptions B-1

$ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $

24,000 121,442 2,400 111,060 32,736 87,747 102,383 48,577 194,307 360,000 48,577 97,154 90,846 48,577 182,163 76,235 24,288 989,397 247,349 279,317 10,410 48,577 3,227,542 5,197,653 21% 15%

Ref Assumptions C-1

Ref Assumption D-1 Ref Assumptions E-1 Ref Assumptions F-1 Ref Assumptions G-1

Ref Assumptions H-1 Ref Assumptions I-1

Ref Assumptions J-1 Ref Assumptions K-1 Ref Assumptions L-1

Target

LED TECHNOLOGIES INCORPORATED

LED Technologies, Inc. Year 3 Revenue COGS Gross Profit % Sales Expense GP after Sales % Expenses Automobile Expense Bad Debt Bank Service Charges Benefits Communication Credit Card Fees Depreciation FDA Support Insurance Interest Expense Miscellaneous Office Supplies Payroll Expenses Postage and Delivery Professional Fees Rent Repairs Salary Expense Incentives Travel & Ent Utilities Website Expenses Total Expenses Net Income $ 43,043,408 $ 22,082,735 $ 20,960,673 49% $ 5,444,116 $ 15,516,557 36%
Ref Assumptions A-1

Ref Asumptions B-1

$ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $

30,000 215,217 2,400 118,740 37,824 132,347 101,739 86,087 344,347 86,087 172,174 100,054 86,087 322,826 78,499 43,043 1,091,713 272,928 494,999 10,410 86,087 3,913,608

Ref Assumptions C-1

Ref Assumption D-1 Ref Assumptions E-1 Ref Assumptions F-1 Ref Assumptions G-1

Ref Assumptions H-1 Ref Assumptions I-1

Ref Assumptions J-1 Ref Assumptions K-1 Ref Assumptions L-1

$ 11,602,948 27% 17%

Target

LED TECHNOLOGIES INCORPORATED

LED Technologies, Inc. Year 4 Revenue COGS Gross Profit % Sales Expense GP after Sales % Expenses Automobile Expense Bad Debt Bank Service Charges Benefits Communication Credit Card Fees Depreciation FDA Support Insurance Interest Expense Miscellaneous Office Supplies Payroll Expenses Postage and Delivery Professional Fees Rent Repairs Salary Expense Incentives Travel & Ent Utilities Website Expenses Total Expenses Net Income $ 53,318,638 $ 27,849,345 $ 25,469,293 48% $ 6,553,978 $ 18,915,315 35%
Ref Assumptions A-1

Ref Asumptions B-1

$ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $

106,637 266,593 2,400 126,420 42,912 171,979 70,367 106,637 426,549 106,637 213,275 110,395 106,637 399,890 102,000 53,319 1,206,612 301,653 613,164 13,920 106,637 4,654,633

Ref Assumptions C-1

Ref Assumption D-1 Ref Assumptions E-1 Ref Assumptions F-1 Ref Assumptions G-1

Ref Assumptions H-1 Ref Assumptions I-1

Ref Assumptions J-1 Ref Assumptions K-1 Ref Assumptions L-1

$ 14,260,682 27% 19%

Target

LED TECHNOLOGIES INCORPORATED

APPENDIX C
LED PRODUCT BROCHURES

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LED TECHNOLOGIES INCORPORATED

LED TECHNOLOGIES INCORPORATED

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LED TECHNOLOGIES INCORPORATED

LED TECHNOLOGIES INCORPORATED

LED TECHNOLOGIES INCORPORATED

APPENDIX D
BEAUTY MARKET STUDY

LED TECHNOLOGIES INCORPORATED

LED TECHNOLOGIES INCORPORATED

LED TECHNOLOGIES INCORPORATED

LED TECHNOLOGIES INCORPORATED

LED TECHNOLOGIES INCORPORATED

LED TECHNOLOGIES INCORPORATED

LED TECHNOLOGIES INCORPORATED

LED TECHNOLOGIES INCORPORATED

LED TECHNOLOGIES INCORPORATED

APPENDIX E
INDEPENDENT SCIENTIFIC STUDIES

LED TECHNOLOGIES INCORPORATED

LED TECHNOLOGIES INCORPORATED

LED TECHNOLOGIES INCORPORATED

LED TECHNOLOGIES INCORPORATED

LED TECHNOLOGIES INCORPORATED

LED TECHNOLOGIES INCORPORATED

LED TECHNOLOGIES INCORPORATED

APPENDIX F
FORM OF INVESTOR QUESTIONAIRE

INVESTOR QUESTIONNAIRE
THIS QUESTIONNAIRE MUST BE COMPLETED BY ALL SUBSCRIBERS TO THIS OFFERING. THE INFORMATION CONTAINED HEREIN WILL BE KEPT IN STRICT CONFIDENCE AND IS REQUIRED IN ORDER TO ESTABLISH AND CONFIRM THE COMPANYS COMPLIANCE WITH THE APPLICABLE PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS AS THEY RELATE TO THIS OFFERING. NO SUBSCRIPTION WILL BE CONSIDERED UNLESS THIS QUESTIONNAIRE IS COMPLETED AND RETURNED TOGETHER WITH THE SUBSCRIPTION DOCUMENTS. PLEASE ANSWER ALL QUESTIONS AS COMPLETELY AS POSSIBLE. IF YOU NEED ADDITIONAL SPACE FOR THE ANSWER TO ANY QUESTION PLEASE ATTACHED SEPARATE SHEETS WITH THE QUESTION BEING ANSWERED CLEARLY MARKED THERE ON. IF YOU BELIEVE THAT ANY QUESTION DOES NOT APPLY TO YOU OR TO YOUR CIRCUMSTANCES PLEASE MAKE THE SPA1CE PROVIDED FOR AN ANSWER N/A OR NOT APPLICABLE IF THIS INVESTMENT IS MADE IN MORE THAN ONE NAME, PLEASE COMPLETE THIS QUESTIONNAIRE FOR EACH PERSON MAKING THE INVESTMENT. IF THIS INVESTMENT IS BEING MADE BY A PARTNERSHIP, PLEASE COMPLETE THIS QUESTIONNAIRE FOR EACH PARTNER. IF THIS INVESTMENT IS BEING MADE BY A CORPORATION, PLEASE COMPLETE THIS QUESTIONNAIRE FOR EACH OFFICER AND DIRECTOR.

======================================== Please provide the following general information: General Biographical Information: ______________________________________ Name (exactly as it to appear on certificates) ______________________________________ Primary Home Address No and Street ______________________________________ Social Security No. 1. Are you a U.S. Citizen? If No what country are you a citizen of? 2. Do you have a residence in the U.S.? If Yes where?

____________________________ City, State and Zip code ___________________________ or Federal Taxpayer ID No: _____Yes ______No

__________________________ ______Yes ______No

____________________________________________________
LED TECHNOLOGIES INCORPORATED

3. Do you have any formal education beyond High School level? please specify: (a) Number of years of formal education: (b) Degree(s) received - include year: 4. What is your occupation? 5. What is your marital status? 6. What is your age at your most recent birthday?

______Yes

______No if Yes

__________________________ __________________________ __________________________ __________________________ ___________________________

General financial information: 7. Accredited Investors: As defined by Regulation D, an investor is generally Accredited Investor if he meets one or more of the following criteria: A. Investor is an individual and: (1) That he has a net worth, or joint net worth with his spouse, in excess of $1,000,000 (including both liquid and non-liquid assets but exclusive of primary residence); or That he had annual income in excess of $200,000 for each of the past two years and reasonably expects to have annual income in excess of $200,000 for the present year; or That he is a director or officer of the Company or any of its subsidiaries.

(2)

( 3)

B. The investor is a corporation or partnership with total assets in excess of $5,000,000 and was NOT organized for the purpose of making this particular investment. C. The investor is a private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940 [a U.S. venture capital fund which invests primarily through private placements in non-publicly traded securities and makes available, either directly or through co-investors, to the portfolio companies significant guidance concerning management, operations or business objectives. D. The investor is a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 or (d) of the Small Business Act of 1958.
LED TECHNOLOGIES INCORPORATED

E. An Investment Company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act. F. A Trust not organized to make this particular investment, with total assets in excess of $5,000,000 whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of the Securities Act of 1933, as amended and who completes this Questionnaire. G. An Employee Benefit Plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 (i) whose investment decision is made by a fiduciary which is either a bank, saving and loan association, insurance company or registered investment advisor, or (ii) whose total assets exceed $5,000,000 or (iii) if a self-directed plan, whose investment decisions are made solely by a person who is an accredited investor and who completes this Questionnaire. H. An entity not located in the United States none of whose equity owners are U.S. citizens or U.S. residents. I. An entity in which all of the equity owners are accredited investors. For the purpose of suitability, an equity owner is (i) a shareholder in the case of a corporation; (ii) a general or limited partnership in the case of a partnership; (iii) a grantor in the case of a revocable trust; (iv) a member in the case of a limited liability company; or a trustee and / or beneficiary in the case of an irrevocable trust. After reading the above information concerning the definition of an Accredited Investor please check before one of the following: (Note: if you do not answer this question your subscription will be rejected by the Company): ______After reading the above information as to the definition of an Accredited Investor, I confirm that I AM AN ACCREDITED INVESTOR WITHIN THE ABOVE DEFINITION OR ______After reading the above information as to the definition of an Accredited Investor, I confirm I AM NOT AN ACCREDITED INVESTOR WITHIN THE ABOVE DEFINITION. 9. Are the funds being used for this investment borrowed? If Yes from where? _____________________________________________________ 10. Do you presently anticipate a need for any part of the funds being invested during the next three years? ____Yes _____No ____ Yes ____ No

LED TECHNOLOGIES INCORPORATED

11. Does anyone contribute to your support or do you have any other source of income other than as stated above? Note: The answer to this question is optional and will be used to evaluate your ability to bear the economic risk of this investment only. ______Yes ______ No General information: 12. Have you ever invested in a private placement of securities before? ______Yes ______ No If Yes how many such investments have you made during the past 5 years and what were the amounts invested? _______________________ 13. Do you invest in the stock market? _____Yes _____No If Yes the total amount of your investment is: Less than $10,000 ______ Over $10,000 but less than $50,000 ______ Over $50,000 but less than $100,000 ______ Over $100,000 but less than $250,000 ______Over $250,000 14. Has ANYONE made you any promise or given you any assurance when you will be able to sell any of the Offered Securities you have subscribed for, or has ANYONE made you any promises about the price at which you may, in the future, be able to sell these Units or the securities that are part of the Units subscribed for. _____Yes ______ No If Yes, what was that promise? _____________________________________________________________________ _____________________________________________________________________ After completing the above questions, please sign this questionnaire below and return it with your subscription documents. Dated: _______________, 2013 _____________________________________ Signature
LED TECHNOLOGIES INCORPORATED

APPENDIX G
FORM OF SUBSCRIPTION AGREEMENT

SUBSCRIPTION AGREEMENT Date: 2013

_________________________ _________________________ _________________________

INSERT TODAYS DATE ABOVE IN THE SPACE INDICATED. NY RESIDENTS ARE ALSO REQUIRED TO SIGN FOLLOWING PARAGRAPH 6(k) BELOW. RE: Subscription for Units

Gentlemen: 1. Acknowledgement and Adoption. The undersigned (the Subscriber) acknowledges receipt of a Confidential Private Offering Memorandum, dated October ___ 2013 No. ___ which includes, among other things, financial and business information regarding LED Technologies Incorporated (the Company) and its proposed operations, together with all other information requested by Subscriber so that the undersigned may properly make an informed investment decision concerning the subscription for the Companys Units pursuant to which this Agreement is being made. Subscriber acknowledges that, except as specifically set forth herein or in the information provided to him by the Company, no representations or warranties have been made to the undersigned, or to his advisers by the Company or by any officer, director, employee or by any person acting in the Companys behalf, and the undersigned has not relied upon any information concerning this Offering, written or oral, other than that provided by the Company. Subscription. Subscriber irrevocably subscribes for and agrees to purchase the number of Units referred to in this Agreement under the conditions described herein. Subscriber delivers herewith a check in the amount required to pay for his Subscription as indicated in the Instructions for Completion of Subscription Agreement attached hereto. Segregation of Subscription Proceeds. The Offering involves a minimum sale of 50 Units or $500,000 and a maximum of 350 Units or $3,500,000 of the Companys 12% SENIOR SECURED CONVERTIBLE DEBENTURE. All subscriptions will be deposited in an Escrow Account maintained for such purpose by Marcial and Associates, LLC, Escrow Agents for the Company, at PNC Bank, 401 West Tabor Road, Philadelphia Pa 19120 until the Minimum Offering is sold or the end of the Offering Period. If the Minimum Offering is not sold all proceeds will be returned to subscribers without deduction and without interest. After the Minimum Offering is
Subscription Agreement LED TECHNOLOGIES INCORPORATED Page 1

2.

3.

sold, subscriptions will be released for use by the Company as discussed in the Memorandum. There is no assurance as to how much the Company will actually receive beyond the Minimum Offering. Unless otherwise required by applicable law, subscriptions, once made, may not be canceled or withdrawn by the subscriber. Subscription Agreement Page 2 4. Subscription Not Binding Until Accepted. This Subscription is not binding on the Company until accepted as evidenced by the signature of an officer of the Company. The Company may reject this Subscription in whole or in part for any reason. In the event of rejection of this Subscription, the Company will promptly return to the Subscriber by mail, a check in the amount paid by the Subscriber without interest thereon or deduction for expenses, and this Subscription Agreement shall thereafter have no further force or effect. Private Offering Exemption. The Units are offered without any registration pursuant to the exemptions contained in Rule 506 of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under similar exemptions under the laws of various states only to accredited investors as defined in Rule 501 under Regulation D promulgated by the SEC under the Act and to no more than thirty-five (35) non-accredited investors who meet the Companys suitability requirements. Subscriber Representations, Warranties and Covenants. Subscriber acknowledges, represents and warrants to, and agrees with, the Company as follows: (a) The Subscriber is acquiring the Units for his own account, as principal, for investment and not with a view to resale, distribution or fractionalization in whole or in part, and has no present agreement, understanding or arrangement to subdivide, sell, assign, or otherwise dispose of all or any part of the Units; (b) The Subscriber acknowledges his understanding that the Offering and sale of the Units is intended to be exempt from registration under the Act by virtue of Section 3(b) of the Act and Regulation D adopted there under, that neither the Units nor the Debentures can be sold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Act or an exemption from such registration is available. The Subscriber also understands that sales or transfers of his Units or Debentures may be further restricted by the provisions of certain state securities laws;
Subscription Agreement LED TECHNOLOGIES INCORPORATED Page 2

5.

6.

(c) The Subscriber further understands and agrees that the Company shall be under no obligation whatsoever to include and of the Units or the Debentures in any future registration statement filed under the Act and that, consequently, the sale or transfer thereof in the future will be subject to significant restrictions as provided under the Act; (d) The Subscriber (i) by himself or together with his advisor(s), has such knowledge and experience in financial, business and tax matters that the Subscriber is capable of evaluating the merits of the prospective investment in the Company and making an investment decision with respect to the Company; and (ii) the Subscriber understands and should be able to bear the economic risk of this investment; (e)Subscriber was given the opportunity to ask questions of, and receive answers from, management of the Company concerning the terms and conditions of this Offering and pertaining to this investment, including the opportunity to obtain additional information the Company possesses or can acquire without unreasonable effort or expense, necessary to verify the accuracy of the information provided; (f)As disclosed in the Memorandum, the Company is newly formed with no business operations. Our planned business activities are dependent upon receipt of the funds from this Offering; (g)Other than the information contained in the Memorandum, or other information given to Subscriber as described herein, no representations or warranties have been made by the Company or any person in connection with this Offering, or any officer, director, employee, agent, affiliate or subsidiary of them; (h)If the Subscriber is a corporation, partnership, trust or other entity, it is authorized and qualified to purchase the Units indicated in this Subscription Agreement and authorized to make its capital contribution to the Company and otherwise to comply with its obligations under the Subscription Agreement, and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so; (i)If Subscriber is an individual, he or she is over 21 years of age and a citizen and resident of the state or country indicated herein; if Subscriber is a partnership, trust or other entity, each equity owner is over 21 years of age and a citizen of the country indicated; or if the Subscriber is a corporation, it is organized under the laws of the country set forth herein and if of the United States then of the state set forth herein;
Subscription Agreement LED TECHNOLOGIES INCORPORATED Page 3

(j) Any information the Subscriber has furnished the Company in the Purchaser Questionnaire and this Subscription Agreement, including information with respect to his or her financial position, investment objectives and business experience, is correct and complete as of the date of this Subscription Agreement and if there should be any material change in such information prior to the purchase of the Units herein, Subscriber will immediately furnish revised or corrected information to the Company; (k) ALL SUBSCRIBERS WHO ARE NEW YORK INVESTORS ARE REQUIRED TO REPRESENT THAT THEY UNDERSTAND THE OFFERING MAY BE MADE ONY TO THOSE NON-ACCREDITED RESIDENTS OF NEW YORK WHO (i) HAVE A NET WORTH (ALONE OR JOINTLY WITH A SPOUSE, EXCLUSIVE OF HOME FURNISHINGS AND AUTOMOBILES) OF 3 TIMES THE AMOUNT OF THE INVESTMENT AND ADJUSTED GROSS INCOME (ALONE OR JOINTLY WITH A SPOUSE) OF $75,000 OR (ii) A NET WORTH (ALONE OR JOINTLY WITH A SPOUSE, BUT EXCLUSIVE OF HOME FURNISHINGS AND AUTOMOBILES) OF 5 TIMES THE AMOUNT OF THE INVESTMENT. FURTHER, BY SIGNING NON-ACCREDITED NEW YORK INVESTORS CONFIRM THEY MEET THE FOREGOING CRITERIA: ______________________________________ (Signature by New York residents only) 7. Indemnity. Subscriber agrees to indemnify and hold harmless the Company, its officers and directors against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against litigation commenced or threatened or with respect to any claim) arising out of our based upon any breach of or failure by the Subscriber to comply with any representation, warranty, covenant or agreement made by the Subscriber herein or in any other document furnished buy the Subscriber in connection herewith. Modification. No provision of this Subscription Agreement shall be modified, changed, discharged or terminated except by a written instrument in writing signed by the party against whom any waiver, change, discharge or termination is sought. Revocability. Except where permitted by law in certain jurisdictions, this Subscription Agreement is irrevocable and when signed, may not be withdrawn or revoked by the Subscriber in whole or in part without the consent of the Company. Notices. All notices, consents, requests, demands, offers, reports and other communications require or permitted to be give pursuant to this Subscription
Page 4 LED TECHNOLOGIES INCORPORATED

8.

9.

10.

Subscription Agreement

Agreement shall be in writing and shall be considered properly given or made when personally delivered to the party entitled thereto, or when sent by United States mail in a sealed envelope, with postage prepaid, addressed, if to the Company, to the address given above, and if to the Subscriber, to the address set forth opposite the Subscribers signature. The Company may change its address by giving notice to all Subscribers. 11. Counterparts. This Agreement may be executed in counterpart copies, each of which shall be considered an original and all of which constitute one and the same instrument binding on all parties, notwithstanding that all parties are not signatories to the same counterpart. Successors and Assigns. This Agreement and the terms and provisions hereof shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, successors, trustees, legal representative and assigns. If Subscriber is more than one person, the obligation of the Subscriber shall be joint and several and the agreements, representations, warranties and acknowledgements herein contained shall be deemed to be made by and be binding upon each such person and his heirs, executors, administrators, successors, trustees, legal representatives and assigns. Assign ability. This Subscription Agreement is not transferable by the Subscriber. Applicable Law. This Subscription Agreement shall be governed by the laws of the state of Delaware.

12.

13. 14.

IN WITNESS WHEREOF, the undersigned executed this Subscription Agreement this ______day of ______, 2014. __________________________________ Signature of Investor: __________________________________ Signature of Investor __________________________________ Name of Investor (Please Print):
Subscription Agreement LED TECHNOLOGIES INCORPORATED Page 5

Number of Units Subscribed: _________ (1)_____________________________________ (2)_____________________________________ Dollar Amount for Units Subscribed: ______________________________________________________________________ (Total Dollar Amount in Words) LED Product Desired: ___________________________________________________________ Investors Residence Address: ___________________________ If a Corporation: Country of Incorporation:____________ State of Incorporation: ________

Social Security Number and / or Taxpayer Identification Number:_______________ If a Partnership: Countries of citizenship of members:

This Subscription Agreement is Accepted this ____day of ___________ 2014: LED Technologies Incorporated By:____________________________ Lloyd Nelson, CEO

Subscription Agreement LED TECHNOLOGIES INCORPORATED

Page 6

APPENDIX H
FORM OF DEBENTURE

FORM OF DEBENTURE NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER RULE 506 OF REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT) AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS. US $____________ __________, __, 20__

12% SENIOR SECURED CONVERTIBLE DEBENTURE DUE ____________, __, 20__ THIS DEBENTURE of LED Technologies Incorporated, a Delaware corporation (the Company) in the aggregate principal amount of ________________________________ Dollars (US $________), is designated as being issued as part of the Companys $______________, 12% Senior Secured Convertible Debenture due _________, __, 20__ (the Debentures). FOR VALUE RECEIVED, except as otherwise provided herein, the Company promises to pay to _______________________ or his or her registered assigns (the Holder), the principal sum of ______________________________________ (US $_________), on or prior to_______, __ 20__ (the Maturity Date) and to pay interest to the Holder on the principal sum at the rate of Twelve (12%) Percent per annum, payable monthly commencing 30 days after the hereof. Except as otherwise provided herein, interest shall accrue daily commencing on the Original Issuance Date (as defined in Section 1 below) in the form of cash until payment in full of the principal sum, together with all accrued and unpaid interest, has been made or duly provided for. If at any time after the Original Issuance Date an Event of Default has occurred and is continuing for more than 30 days, interest shall then accrue at the rate of Fifteen (15%) Percent per annum from the date of the Event of Default and the applicable cure period through and including the date of payment. Interest due and payable hereunder shall be paid to the person in whose name this Debenture (or one or more successor Debentures) is registered on the records of the Company regarding registration and transfers of the Debentures (the Debenture Register); provided, however, that the Companys obligation to a transferee of this Debenture shall arise only if such transfer, sale or other disposition is made in accordance with the terms and conditions hereof. A transfer of the right to receive principal and interest under this Debenture shall be transferable only through an appropriate entry in the Debenture Register maintained by the Company.

LED TECHNOLOGIES INCORPORATED

If the Company in order to consummate a merger (the Merger) enters into a merger agreement or similar agreement with other parties (the Merger Partners), the Merger Partners will effective upon the consummation of any such Merger assume all of the obligations, jointly and severally, with the Company, under this Debenture and substitute the Companys Common Stock, into which this Debenture is convertible, for common stock of such Merger Partner (MP Common Stock) including segregating an adequate number of shares of MP Common Stock to provide for the conversion of all then outstanding Debentures. If and when such Merger occurs, at the time such Merger is effective, the Company will deliver the Companys Common Stock that had been segregated for purposes of the conversion of Debentures and this Debenture to the Merger Partner. If the Merger occurs, then (i) references herein to Company Common Stock shall be references to MP Common Stock and (ii) any references the Company shall be read as references to the MP that issued the MP Common Stock as if this Debenture were issued on the date hereof by the MP that issued the MP Common Stock and the Company shall have no further obligations to issue shares of Common Stock hereunder. For the benefit of the Holder, the Company shall use its best efforts to effectuate the intentions of this paragraph. If there is a Merger all of the provisions of this Debenture shall be read and interpreted as if this Debenture was issued by the Merger Partner issuing the MP Common Stock on the date hereof and this Debenture was initially convertible into MP Common Stock. This Debenture is subject to the following additional provisions: Section 1. Definitions. As used in this Agreement, the following terms shall have the following meanings: Total Conversion Shares means the number of shares of Common Stock of the Company that would equal: Assuming the sale of the Maximum Offering: Twelve and One-Half (12.5%) Percent of the total issued and outstanding Shares of the Company including the Conversion Shares, one day prior to the Conversion Date of the Debentures. Based upon the 21,000,000 currently issued and outstanding shares of Common Stock of the Company as of ____________, __ 2013, the Total Conversion Shares is equal to 3,500,000 Shares, or Assuming the sale of the Minimum Offering: Four and One-Half (4.5%) Percent of the total issued and outstanding Shares of the Company including the Conversion Shares, one day prior to the Conversion Date of the Debentures. Based upon the 21,000,000 currently issued and outstanding shares of Common Stock of the Company as of ____________, __ 2013, the Total Conversion Shares is equal to 500,000 Shares.

LED TECHNOLOGIES INCORPORATED

Company shall mean LED Technologies, Incorporated. or in the event there is a Merger, shall mean such Merger Partner that issues the MP Common Stock. Common Stock or Shares shall mean the Common Stock of the Company, $0.0001 par value, and in the event there is a Merger, shall mean the MP Common Stock (as adjusted for any reverse splits, forward splits, combination, reclassification or stock dividend from the date the Purchase Agreement is signed). Conversion Date shall have the meaning set forth in Section 4(a) hereof. Fixed Conversion Price means $1.00 per Share received upon conversion of the Debentures. Issuable Conversion Shares shall be the number of Shares issuable to the Holder and shall be calculated by dividing the total principal amount of this Debenture that Holder desires to convert by the Fixed Conversion Price. Notice of Conversion shall have the meaning set forth in Section 4(a) hereof. Original Issuance Date shall mean the date of the first issuance of this Debenture regardless of the number of transfers hereof.

Section 2. Denominations of Debentures; Interest on Debentures. The Debentures are exchangeable for an equal aggregate principal amount of Debentures of different authorized denominations, as requested by the Holder surrendering the same, but shall not be issuable in denominations of less than integral multiplies of One Thousand Dollars (US $1,000). No service charge to the Holder will be made for such registration of transfer or exchange. Interest on the Debentures shall be paid by the Company on a semi-annual basis in such manner as shall be directed by the Holder. In the event that at the title that Holder elects to convert all or a portion of the principal amount of this Debenture into Shares as provided herein, should there then be any amount of interest due but unpaid by the Company then Holder shall have the right, but not the obligation, to also convert such additional amount into Shares at the same Conversion Price.

Section 3.

Events of Default and Remedies.

I. Event of Default, when used herein, means any one of the following events (whatever the reason and whether any such event shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree

LED TECHNOLOGIES INCORPORATED

or order of any court, or any order, rule or regulation of any administrative or governmental body): (a) any default in the payment of the principal of or interest on this Debenture as and when the same shall become due and payable either at the Maturity Date, by acceleration, conversion, or otherwise; (b) the Company shall fail to observe or perform any other covenant, agreement or warranty contained in, or otherwise commit any breach of, this Debenture, and such failure or breach shall not have been remedied within five (5) Business Days of its receipt of notice of such failure or breach; (c) the Company shall commence a voluntary case under the United States Bankruptcy Code as now or hereafter in effect or any successor thereto (the Bankruptcy Code); or an involuntary case is commenced against the Company under the Bankruptcy Code and the petition is not controverted within thirty (30) days, or is not dismissed within sixty (60) days, after commencement of the case; or a custodian (as defined in the Bankruptcy Code) is appointed for, or takes charge of, all or any substantial part of the property of the Company or the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company or there is commenced against the Company any such proceeding which remains undismissed for a period of sixty (60) days; or the Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Company suffers any appointment of any custodian or the like for it or any substantial part of its property which continues undischarged or unstayed for a period of thirty (30) days; or the Company makes a general assignment for the benefit of creditors; or the Company shall fail to pay, or shall state in writing that it is unable to pay its debts generally as they become due; or the Company shall call a meeting of its creditors with a view to arranging a composition or adjustment of its debts; or the Company shall by any act or failure to act indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Company for the purpose of effecting any of the foregoing; (d) notwithstanding anything herein to the contrary, but subject to the limitations set forth in the Debentures, the Company shall fail to maintain an adequate number of Shares of its Common Stock

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segregated for issuance upon the conversion of all outstanding Debentures; and (e) the Company shall make publicly known, that it is not honoring a properly executed and duly delivered Notice of Conversion complying with the terms of this Debenture for any reason whatsoever. II. (a) If any Event of Default occurs, and continues beyond a cure period, if any, then the Holder may, by written notice to the Company, accelerate all of the payments due under this Debenture by declaring all amounts so due under this Debenture, whereupon the same shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are waived by the Company, notwithstanding anything contained herein to the contrary, and the Holder may immediately and without expiration of any additional grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such declaration may be rescinded and annulled by the Holder at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. This shall include, but not be limited to the right to temporary, preliminary and permanent injunctive relief without the requirement of posting any bond or undertaking. (b) The Holder may thereupon proceed to protect and enforce its rights either by suit in equity and/or by action at law or by other appropriate proceedings whether for the specific performance (to the extent permitted by law) of any covenant or agreement contained in this Debenture or in aid of the exercise of any power granted in this Debenture, and proceed to enforce the payment of any of the Debentures held by it, and to enforce any other legal or equitable right of such Holder. (c) Except as expressly provided for herein, the Company specifically (i) waives all rights it may have (A) to notice of nonpayment, notice of default, demand, presentment, protest and notice of protest with respect to any of the obligations hereunder or the shares of Common Stock and (B) notice of acceptance hereof or of any other action taken in reliance hereon, notice and opportunity to be heard before the exercise by the Holder of the remedies of self-help, set-off, or other summary procedures and all other demands and notices of any type or description except for cure periods, if any; and (ii) releases the Holder, its officers, directors, agents, employees and attorneys from all claims for loss or damage caused by any act or failure to act on the part of the Holder, its officers, attorneys, agents, directors and employees except for gross negligence or willful misconduct. (d) As a non-exclusive remedy, upon the occurrence of an Event of Default, the Holder may convert the remaining principal amount of the Debentures and

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accrued interest thereon upon giving a Notice of Conversion to the Company. Except as otherwise provided herein, the Company shall not have the right to object to the conversion, absent manifest error and shall release the shares of Common Stock from escrow upon notifying the Company of the conversion. Section 4. Conversion.

(a) Except as otherwise set forth herein, the unpaid principal amount of this Debenture shall be convertible into such number of Issuable Conversion Shares determined as provided hereinabove. At the option of the Holder, the principal amount of this Debenture may be so converted in whole or in part, at any time, commencing on the Original Issuance Date and ending on the Maturity Date. Such shares of Common Stock shall be restricted securities as that term is defined under the Act and will be subject to restrictions against sale or transfer unless registered under Section 5 of Act or there is available to the Holder an exemption to such registration requirement. Any conversion under this Section 4(a) shall be for a minimum principal amount of $1,000 of the Debentures. The Holder shall effect conversions by surrendering the Debenture to be converted to the Company, together with a Notice of Conversion, the form of which is annexed hereto as Appendix I, in the manner set forth in Section 4(j) hereof. Each Notice of Conversion shall specify the principal amount of Debentures to be converted and the date on which such conversion is to be effected (the Conversion Date) which date shall not be less than two (2) Business Days after the date on which the Notice of Conversion is delivered to the Company. Subject to Section 4(b) hereof, each Notice of Conversion, once given, shall be irrevocable. If the Holder is converting less than all of the principal amount represented by the Debentures tendered by the Holder in the Notice of Conversion, the Company shall deliver to the Holder a new Debenture for such principal amount as has not been converted within ten (10) Business Days of the Conversion Date. Upon conversion in full of the Debentures or upon the Maturity Date, any Debentures not converted by the Holder shall be returned to the Company for payment and cancellation. (b) Not later than ten (10) Business Day after the Conversion Date, the Company shall deliver to the Holder (i) a certificate or certificates representing the number of Shares being acquired upon the conversion of the Debentures, and once the Debentures so converted in part shall have been surrendered to the Company, the Company shall deliver to the Holder Debentures in the principal amount of the Debentures not yet converted; provided, however, that the Company shall not be obligated to issue certificates evidencing the Shares issuable upon conversion of the Debentures, until the Debentures are either delivered for conversion to the Company or the Holder notifies the Company that such Debentures have been lost, stolen or destroyed and provides an affidavit of loss and an agreement reasonably acceptable to the
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Company indemnifying the Company from any loss incurred by it in connection with such loss, theft or destruction. In the case of a conversion pursuant to a Notice of Conversion, if such certificate or certificates are not delivered by the date required under this Section 4(b), the Holder shall be entitled, upon providing written notice to the Company at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event, the Company shall immediately return the Debentures tendered for conversion. (c) (i.) If the Company, at any time while any of the Debentures are outstanding, (ii) shall pay a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock payable in shares of its capital stock (whether payable in shares of its Common Stock or of capital stock of any class), (iii) subdivide outstanding shares of Common Stock into a larger number of shares, (iv) combine outstanding shares of Common Stock into a smaller number of shares, or (v) issue by reclassification any shares of capital stock of the Company, the Fixed Conversion Price as applied in Section 4(c)(i) shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock of the Company outstanding immediately before such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such event. Any adjustment made pursuant to this Section 4(c)(i) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification, provided that no adjustment shall be made if the Company does not complete such dividend, distribution, subdivision, combination or reclassification. (d) If, at any time while any of the Debentures are outstanding, the Company issues or sells shares of Common Stock, or options, warrants or other rights to subscribe for or purchase shares of Common Stock (excluding shares of Common Stock issuable upon the conversion of the Debentures) and at a price per share less than the Fixed Conversion Price of the Common Stock at the issue date mentioned below, the Fixed Conversion Price shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such shares, options, warrants or rights plus the number of shares which the aggregate offering price of the total number

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of shares so offered would purchase at such Fixed Conversion Price, and the denominator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such options, rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase. Such adjustment shall be made whenever such options, rights or warrants are issued (and if such adjustment is made, no further adjustment will be made when such options, rights or warrants are exercised), and shall become effective immediately after the record date for the determination of stockholders entitled to receive such options, rights or warrants. However, upon the expiration of any options, right or warrant to purchase Common Stock, the issuance of which resulted in an adjustment in the conversion price designated herein pursuant to this Section 4(c)(ii), if any such options, right or warrant shall expire and shall not have been exercised, the Fixed Conversion Price shall immediately upon such expiration be recomputed and effective immediately upon such expiration be increased to the price which it would have been (but reflecting any other adjustments in the conversion price made pursuant to the provisions of this Section 4 after the issuance of such rights or warrants) had the adjustment of the conversion price made upon the issuance of such options, rights or warrants been made on the basis of offering for subscription or purchase only that number of shares of Common Stock actually purchased upon the exercise of such options, rights or warrants actually exercised. (e) All calculations under this Section 4 shall be made to the nearest 1/10th of a cent or the nearest 1/10th of a share, as the case may be. Any calculation equal to or over .005 shall be rounded up to the next cent or share and any calculation less than .005 shall be rounded down to the previous cent or share. (f) Whenever the Fixed Conversion Price is adjusted pursuant to this Section 4, the Company shall within two (2) Business Days after the determination of the new Fixed Conversion Price mail and fax (in the manner set forth in Section 4(j) hereof) to the Holder and to each other holder of Debentures, a notice (Company Notice of Conversion Price Adjustment) setting forth the Fixed Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. (g) In case of any reclassification of the Common Stock, any consolidation or merger of the Company with or into another person, the sale or transfer of all or substantially all of the assets of the Company or any compulsory share exchange pursuant to which the Common Stock is converted into other securities, cash or property, then each holder of Debentures then outstanding shall have the right thereafter to convert such Debentures only into the shares of stock and other securities and property receivable upon or deemed to be held by holders of Common Stock following such reclassification, consolidation, merger, sale, transfer or share exchange (except in the event the property is cash, then the Holder shall have the right to convert the Debentures and receive cash in the

LED TECHNOLOGIES INCORPORATED

same manner as other stockholders), and the Holder shall be entitled upon such event to receive such amount of securities or property as the holder of shares of the Common Stock into which such Debentures could have been converted immediately prior to such reclassification, consolidation, merger, sale, transfer or share exchange would have been entitled. The terms of any such consolidation, merger, sale, transfer or share exchange shall include such terms so as to continue to give to the Holder the right to receive the securities or property set forth in this Section 4 upon any conversion following such consolidation, merger, sale, transfer or share exchange. This provision shall similarly apply to successive reclassifications, consolidations, mergers, sales, transfers or share exchanges; (h) If: (A) the Company shall declare a dividend (or any other distribution) on its Common Stock; or (B) the Company shall declare a special non-recurring cash dividend redemption of its Common Stock; or (C) the Company shall authorize the grant to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights; or (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock of the Company (other than a subdivision or combination of the outstanding shares of Common Stock), any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property; or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding-up of the affairs of the Company;

then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Debentures, and shall cause to be mailed and faxed to the Holder and each other holder of the Debentures at their last addresses and facsimile number set forth in the Debenture Register at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, share exchange, dissolution, liquidation or winding-up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common
LED TECHNOLOGIES INCORPORATED

Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, share exchange, dissolution, liquidation or winding-up; provided, however, that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. (II) If at any time conditions shall arise by reason of action or failure to act by the Company, which action or failure to act, in the opinion of the Board of Directors of the Company, is not adequately covered by the other provisions hereof and which might materially and adversely affect the rights of the Holder and all other holders of Debentures (different or distinguishable from the effect generally on rights of holders of any class of the Companys capital stock), the Company shall, at least twenty (20) calendar days prior to the effective date of such action, mail and fax a written notice to each holder of Debentures briefly describing the action contemplated, and an Appraiser selected by the holders of majority in principal amount of the outstanding Debentures shall give its opinion as to the adjustment, if any (not inconsistent with the standards established in this Section 4), of the conversion price (including, if necessary, any adjustment as to the securities into which Debentures may thereafter be convertible) and any distribution which is or would be required to preserve without diluting the rights of the holders of Debentures; provided, however, that the Company, after receipt of the determination by such Appraiser, shall have the right to select an additional Appraiser, in which case the adjustment shall be equal to the average of the adjustments recommended by each such Appraiser. The Company shall pay all fees and expenses of any Appraiser selected under this Section 4(d). The Board of Directors of the Company shall make the adjustment recommended forthwith upon the receipt of such opinion or opinions or the taking of any such action contemplated, as the case may be; provided, however, that no such adjustment of the conversion price shall be made which, in the opinion of the Appraiser(s) giving the aforesaid opinion or opinions, would result in an increase of the conversion price above the conversion price then in effect.

(i) Subject to the terms and limitations set forth in this Debenture, the Company covenants and agrees that it shall, at all times, reserve and keep available out of its authorized and unissued Common Stock solely for the purpose of issuance upon conversion of the Debentures as herein provided, free from preemptive rights or any other actual contingent purchase rights of persons other than the Holder of the Debentures, such number of shares of Common Stock as shall be issuable (taking into account the adjustments and restrictions of Section 4(c) and Section 4(d) hereof) upon the conversion of
LED TECHNOLOGIES INCORPORATED

the aggregate principal amount of the outstanding Debentures. The Company covenants that, subject to the limitations set forth in this Section 4(e), all shares of Common Stock that shall be issuable upon conversion of the Debentures shall, upon issuance, be duly and validly authorized and issued and fully paid and non-assessable. (j) No fractional shares of Common Stock shall be issuable upon a conversion hereunder and the number of shares to be issued shall be rounded up to the nearest whole share. If a fractional share interest arises upon any conversion hereunder, the Company shall eliminate such fractional share interest by issuing to the Holder an additional full share of Common Stock. (k) The issuance of a certificate or certificates for shares of Common Stock upon conversion of the Debentures shall be made without charge to the Holder for any documentary stamp or similar taxes that may be payable in respect of the issuance or delivery of such certificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. (l) The Debentures converted into Common Stock shall be canceled upon conversion. (m)On the Maturity Date, the unconverted principal amount of the Debentures and all interest due thereon shall be paid off in full by the Company to the Holder. (n) Each Notice of Conversion shall be given by facsimile to the Company no later than 4:00 pm Denver, Colorado time on any Business Day. Any such notice shall be deemed given and effective upon the transmission of such facsimile at the facsimile telephone number specified herein (with printed confirmation of transmission). In the event that the Company receives the Notice of Conversion after 4:00 p.m. Denver time, or the Holder receives the Company Notice of Conversion Price Adjustment after 6:00 p.m. Denver time, any such notice shall be deemed to have been given on the next Business Day.

Section 5. Absolute Payment Obligation; Limitation on Prepayment. Except as expressly provided herein, no provision of this Debenture shall alter or impair the

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obligation of the Company, which is absolute and unconditional, to pay the principal of, and interest on, this Debenture at the time, place, and rate, and in the coin or currency, herein prescribed. This Debenture is a direct obligation of the Company. This Debenture ranks pari passu with all other Debentures now or hereafter issued under the terms set forth herein. The Company may not prepay any portion of the outstanding principal amount on the Debentures. Section 6. No Rights of Stockholders. Except as otherwise provided herein, this Debenture shall not entitle the Holder to any of the rights of a stockholder of the Company, including without limitation, the right to vote on or consent to any action, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of stockholders or any other proceedings of the Company, unless and to the extent converted into Shares in accordance with the terms hereof. Section 7. Loss, Theft, Mutilation or Destruction. If this Debenture shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated Debenture, or in lieu of or in substitution for a lost, stolen or destroyed Debenture, a new Debenture for the principal amount of this Debenture so mutilated, lost, stolen or destroyed but only upon receipt of an affidavit of such loss, theft or destruction of such Debenture, and, if requested by the Company, an agreement to indemnity the Company in form reasonably acceptable to the Company. Section 8. Governing Law. This Debenture shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware without regard to the principles of conflicts of law thereof. Any action to enforce the terms of this Debenture shall be exclusively brought in the state and/or federal courts in the state of Delaware. Service of process in any action by the Holder to enforce the terms of this Debenture may be made by serving a copy of the summons and complaint, in addition to any other relevant documents, by commercial overnight courier to the Company at its address set forth herein. Section 9. Notices. Any notice, request, demand, waiver, consent, approval or other communication which is required or permitted to be given to any party hereunder shall be in writing and shall be deemed duly given only if delivered to the party personally or sent to the party by facsimile upon electronic confirmation receipt or three days after being mailed by registered or certified mail (return receipt requested), with postage and registration or certification fees thereon prepaid, or if sent by nationally recognized overnight courier, one day after being mailed, addressed to the party at its address as set forth herein or such other address as may be designated hereafter by notice given pursuant to the terms of this Section.
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Section 10. Waiver. Any waiver by the Company or the Holder of a breach of any provision of this Debenture shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Debenture. The failure of the Company or the Holder to insist upon strict adherence to any term of this Debenture on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Debenture in any other occasion. Any waiver must be in writing. Section 11. Invalidity. If any provision of this Debenture is held to be invalid, illegal or unenforceable, the balance of this Debenture shall remain in effect, and if any provision is held to be inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. Section 12. Payment Dates. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next following Business Day. Section 13. Transfer; Assignment. This Debenture may not be transferred or assigned, in whole or in part, at any time, except in compliance by the transferor and the transferee with applicable federal and state securities laws. Section 14. Fees of Enforcement. In the event any Party commences legal action to enforce its rights under this Debenture, the non-prevailing party shall pay all reasonable costs and expenses (including but not limited to reasonable attorneys fees, accountants fees, appraisers fees and investigative fees) incurred in enforcing such rights. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed by an officer thereunto duly authorized as of the date first above indicated. LED Technologies, Incorporated

Attest: ______________________

By: ______________________________ Name: Lloyd Nelson Title: Chief Executive Officer Address: 133 County Road 17, Unit 2-B Elizabeth, CO 80107

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APPENDIX I
NOTICE OF CONVERSION AT THE ELECTION OF THE HOLDER

APPENDIX I NOTICE OF CONVERSION AT THE ELECTION OF THE HOLDER (To be Executed by the Registered Holder in order to Convert the Debentures) Except as provided by Section 4 of the Debentures, the undersigned hereby irrevocably elects to convert the attached Debenture into shares of Common Stock, par value $0.0001 per share (the Shares), of LED Technologies, Incorporated (the Company), or, if a Merger (as defined in the Debenture) has occurred, into shares of MP Common Stock (as defined in the Debenture) according to the provisions hereof, as of the date written below. If shares are to be issued in the name of a person other than undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fees will be charged to the Holder, except for transfer taxes, if any. Conversion calculations: Date to Effect Conversion Principal Amount of Debentures to be Converted Interest to be Converted or Paid (if applicable) $1.00 Applicable Conversion Price Number of Shares to be Issued Upon Conversion Signature Name Address

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